<PAGE>
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED SEPTEMBER 23, 1997)
$205,000,000
CHAMPION HOME EQUITY LOAN TRUST 1997-2
$79,281,000 Class A-1 6.59% Certificates
$53,178,000 Class A-2 6.49% Certificates
$11,919,000 Class A-3 6.77% Certificates
$19,622,000 Class A-4 7.03% Certificates*
$20,500,000 Class A-5 6.71% Certificates*
Class A-IO 6.00% Certificates**
$ 9,122,000 Class M-1 6.92% Certificates*
$ 4,715,000 Class M-2 7.12% Certificates*
$ 6,663,000 Class B 7.38% Certificates*
HOME EQUITY LOAN ASSET-BACKED CERTIFICATES,
SERIES 1997-2
------------------
CHAMPION MORTGAGE CO., INC.,
AS SELLER AND SERVICER
------------------
LEHMAN ABS CORPORATION,
AS DEPOSITOR
------------------
The Home Equity Loan Asset-Backed Certificates, Series 1997-2 (the
'Certificates'), will consist of the following Classes (each, a 'Class') of
Certificates, the Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-4 Certificates, Class A-5 Certificates and Class A-IO
Certificates (collectively, the 'Class A Certificates' or the 'Senior
Certificates'), the Class M-1 and Class M-2 Certificates (collectively, the
'Class M Certificates'), the Class B Certificates (together with the Class M
Certificates, the 'Subordinate Certificates') and the Class R Certificates. Only
the Senior Certificates and the Subordinate Certificates (collectively, the
'Offered Certificates') are being offered hereby.
The Certificates will evidence in the aggregate the entire beneficial
interest in a pool (the 'Mortgage Pool') of non-conforming closed-end fixed-rate
home equity loans (the 'Mortgage Loans') held by Champion Home Equity Loan Trust
1997-2 (the 'Trust') to be formed pursuant to a Pooling and Servicing Agreement
among Lehman ABS Corporation, as depositor (the 'Depositor'), Champion Mortgage
Co., Inc., as seller (the 'Seller') and as servicer (the 'Servicer'), and Harris
Trust and Savings Bank, as trustee (the 'Trustee'). The assets of the Trust will
also include certain other property. The Mortgage Loans are secured by first and
second deeds of trust or mortgages primarily on one- to four-family residential
properties. All of the Mortgage Loans will be acquired by the Depositor from the
Seller.
(Cover continued on next page)
------------------
PROSPECTIVE INVESTORS SHOULD REVIEW THE INFORMATION SET FORTH
UNDER 'RISK FACTORS' BEGINNING ON PAGE S-13 HEREIN AND ON PAGE 11
IN THE ACCOMPANYING PROSPECTUS.
------------------
THE CERTIFICATES REPRESENT INTERESTS IN THE TRUST ONLY AND DO NOT REPRESENT
INTERESTS IN OR OBLIGATIONS OF THE DEPOSITOR, THE SELLER, THE SERVICER,
THE TRUSTEE OR ANY AFFILIATE THEREOF. NEITHER THE CERTIFICATES NOR
THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR ANY OTHER PERSON.
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 REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) THE DEPOSITOR
<S> <C> <C> <C>
Per Class A-1 Certificate...................... 100.000000% 0.150% 99.850000%
Per Class A-2 Certificate...................... 99.984375% 0.225% 99.759375%
Per Class A-3 Certificate...................... 100.000000% 0.350% 99.650000%
Per Class A-4 Certificate...................... 99.968750% 0.600% 99.368750%
Per Class A-5 Certificate...................... 99.984375% 0.500% 99.484375%
Per Class M-1 Certificate...................... 99.968750% 0.500% 99.468750%
Per Class M-2 Certificate...................... 99.984375% 0.550% 99.434375%
Per Class B Certificate........................ 99.968750% 0.650% 99.318750%
Total.......................................... $204,976,686.41 $615,372.50 $204,361,313.91
</TABLE>
(1) Plus accrued interest, if any, from September 1, 1997.
(2) The Depositor has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deducting expenses, estimated to be $350,000.
The Class A-IO Certificates are being offered by Lehman Brothers Inc. from
time to time in negotiated transactions or otherwise at varying prices to be
determined at the time of sale. Proceeds to the Depositor are expected to be
approximately $3,219,215 from the sale of the Class A-IO Certificates plus
accrued interest, if any, before deducting expenses payable by the Depositor
referred to in footnote (3) above.
The Offered Certificates are offered subject to prior sale and subject to
the Underwriters' right to reject orders in whole or in part. It is expected
that delivery of the Offered Certificates will be made in book-entry form only
through the facilities of The Depository Trust Company, Cedel Bank societe
anonyme and the Euroclear System on or about September 26, 1997 (the 'Closing
Date'). The Offered Certificates will be offered in Europe and the United States
of America.
- ------------------
* Subject to the Maximum Rate described herein under 'DESCRIPTION OF THE
CERTIFICATES--Certificate Rate.'
** The Class A-IO Certificates have no Class Principal Balance and interest
thereon will be calculated on the basis of a notional principal balance equal
to the aggregate outstanding Class Principal Balance of the Class A-5
Certificates (the 'Notional Principal Balance').
LEHMAN BROTHERS
KEY CAPITAL MARKETS, INC.
J.P. MORGAN & CO.
September 23, 1997
<PAGE>
(Cover continued from previous page)
Distributions on the Offered Certificates will be made on the 25th day of
each month or, if such date is not a Business Day, then on the next succeeding
Business Day (each, a 'Distribution Date'), commencing in October 1997. On each
Distribution Date, holders of the Offered Certificates will be entitled to
receive, from and to the limited extent of funds available in the Distribution
Account (as defined herein), distributions with respect to interest and
principal calculated as set forth herein. The Offered Certificates are not
guaranteed by the Depositor, the Seller, the Servicer, the Trustee or any
affiliate thereof.
There is currently no market for the Offered Certificates and there can be
no assurance that such a market will develop or if it does develop that it will
continue. See 'RISK FACTORS' herein.
For federal income tax purposes, the Trust Fund will include two segregated
asset pools, with respect to which elections will be made to treat each as a
'real estate mortgage investment conduit' (a 'REMIC'). As described more fully
herein and in the Prospectus, the Offered Certificates will constitute
beneficial ownership of the 'regular interests' in the Master REMIC. The Class R
Certificates will constitute the beneficial ownership of the 'residual
interests' in both the Master REMIC and the Subsidiary REMIC. See 'Certain
Federal Income Tax Consequences' herein and in the Prospectus.
The Class A Certificates will evidence in the aggregate an approximate
initial 90.00%, undivided interest in the Trust Fund. The Class M-1
Certificates, Class M-2 Certificates and Class B Certificates will evidence in
the aggregate approximate initial 4.45%, 2.30% and 3.25% undivided interests in
the Trust Fund, respectively.
The Mortgage Loans that were identified as of September 1, 1997 will be
collectively referred to herein as the 'Initial Mortgage Loans.' The Agreement
will provide that additional closed-end, fixed-rate mortgage loans (the
'Subsequent Mortgage Loans') may be purchased by the Trust from the Depositor on
the Closing Date. The Initial Mortgage Loans and the Subsequent Mortgage Loans
will be collectively referred to herein as the 'Mortgage Loans.' The maximum
amount of Subsequent Mortgage Loans transferred to the Trust on the Closing Date
will be $978,378.85.
The yields on the Senior Certificates will be sensitive and the yields on
the Subordinate Certificates will be extremely sensitive, to the rate, timing
and severity of Realized Losses on the Mortgage Loans and other shortfalls in
Available Funds. The assets of the Trust are the sole source of payments on the
Offered Certificates. The Offered Certificates are not covered by any financial
guaranty insurance policy.
After the initial distribution of the Offered Certificates by the
Underwriters, the Prospectus and Prospectus Supplement may be used by Key
Capital Markets, Inc., an affiliate of the Seller and the Servicer, in
connection with market making transactions in the Offered Certificates. Key
Capital Markets, Inc. may act as principal or agent in such transactions. Such
transactions will be at prices related to prevailing market prices at the time
of sale. Certain information in this Prospectus Supplement will be updated from
time to time as described herein under 'Incorporation of Certain Documents by
Reference.'
------------------------------------
Certain persons participating in this offering may engage in transactions
that stabilize, maintain, or otherwise affect the price of the Offered
Certificates (other than the Class A-IO Certificates). Such transactions may
include stabilizing and the purchase of Offered Certificates (other than the
Class A-IO Certificates) to cover syndicate short positions. For a description
of these activities, see 'UNDERWRITING' herein.
UNTIL NINETY 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 ACTING AS
UNDERWRITERS TO DELIVER A PROSPECTUS SUPPLEMENT AND PROSPECTUS WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
------------------------------------
The Offered Certificates constitute part of a separate series of Home
Equity Loan Asset-Backed Certificates being offered by Lehman ABS Corporation
from time to time pursuant to its Prospectus dated September 23, 1997. This
Prospectus Supplement does not contain complete information about the offering
of the Offered Certificates. Additional information is contained in the
Prospectus and 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>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
All reports and other documents filed by the Trustee or the Servicer, on
behalf of the Trust, pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, subsequent to the date of this
Prospectus and Prospectus Supplement and prior to the termination of the
offering of the Offered Certificates shall be deemed incorporated by reference
into this Prospectus and Prospectus Supplement and to be a part hereof. After
the initial distribution of the Offered Certificates by the Underwriters and in
connection with any market making transactions by Key Capital Markets, Inc.,
this Prospectus and Prospectus Supplement will be distributed together with, and
should be read in conjunction with an accompanying supplement to the Prospectus
Supplement. See 'DESCRIPTION OF THE CERTIFICATES--Reports to Holders.' Any
statement contained herein or in a document deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus and Prospectus Supplement to the extent that a statement
contained in any other subsequently filed document which is also deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as modified or
superseded, to constitute part of this Prospectus and Prospectus Supplement.
S-3
<PAGE>
SUMMARY
The following summary of certain pertinent information is qualified in its
entirety by reference to the detailed information appearing elsewhere in this
Prospectus Supplement and the accompanying Prospectus. Certain capitalized terms
used in the Summary are defined elsewhere in this Prospectus Supplement or in
the Prospectus. Reference is made to the Index of Defined Terms herein and the
Glossary of Terms in the Prospectus for the definitions of certain capitalized
terms.
<TABLE>
<S> <C>
Trust....................... Champion Home Equity Loan Trust 1997-2 (the 'Trust') will be formed pursuant to a
pooling and servicing agreement (the 'Agreement'), to be dated as of September 1,
1997, among Lehman ABS Corporation, as depositor (the 'Depositor'), Champion
Mortgage Co., Inc., as seller (the 'Seller') and as servicer (the 'Servicer'), and
Harris Trust and Savings Bank, as trustee (the 'Trustee'). The property of the Trust
will include: a pool (the 'Mortgage Pool') of non-conforming closed-end fixed-rate
home equity loans (the 'Mortgage Loans'), secured by first and second deeds of trust
or mortgages on residential properties that are primarily one- to four-family
properties (the 'Mortgaged Properties'); payments in respect of the Mortgage Loans
received after the related Cut-Off Date; property that secured a Mortgage Loan which
has been acquired by foreclosure or deed in lieu of foreclosure; an assignment of
the Depositor's rights under the Purchase Agreement (as defined herein); rights
under certain hazard insurance policies covering the Mortgaged Properties; funds on
deposit in trust accounts (the 'Initial Interest Coverage Account' and the 'Funding
Account') and certain other property, as described more fully herein. The 'Cut-Off
Date' for any Initial Mortgage Loan is September 1, 1997 or, if such Mortgage Loan
was originated subsequent to September 1, 1997, such Mortgage Loan's date of
origination.
The Trust property initially will include the unpaid principal balance of each
Mortgage Loan as of its Cut-Off Date. With respect to any date, the 'Pool Principal
Balance' will be equal to the aggregate of the Principal Balances of all Mortgage
Loans as of such date. The 'Cut-Off Date Principal Balance' with respect to each
Mortgage Loan is the unpaid principal balance thereof as of its Cut-Off Date. The
'Principal Balance' of a Mortgage Loan (other than a Liquidated Mortgage Loan) on
any day is equal to its Cut-Off Date Principal Balance, minus all collections
applied in reduction of the Cut-Off Date Principal Balance of such Mortgage Loan.
The Principal Balance of a Liquidated Mortgage Loan (as defined herein) after the
Due Period in which such Mortgage Loan becomes a Liquidated Mortgage Loan shall be
zero.
Securities.................. The Home Equity Loan Asset-Backed Certificates, Series 1997-2 (the 'Certificates')
will consist of the following Classes of Certificates, Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates and Class A-IO Certificates (collectively, the 'Class A Certificates'
or the 'Senior Certificates'), the Class M-1 Certificates and Class M-2 Certificates
(collectively, the 'Class M Certificates'), the Class B Certificates (together with
the Class M Certificates, the 'Subordinate Certificates') and the Class R
Certificates. The Senior Certificates and the Subordinate Certificates are
collectively referred to herein as the 'Offered Certificates'. Only the Offered
Certificates are offered hereby. Each Class of Offered Certificates represents the
right to receive payments of interest at the rates set forth herein, payable
monthly, and payments of principal to the extent provided below. The aggregate
undivided interest in the Trust represented by the Offered Certificates as of the
Closing Date will equal $205,000,000 of principal, which represents approximately
100% of the aggregate Cut-Off Date Principal Balances of the Initial Mortgage Loans
and the amount on deposit in the Funding Account on the Closing Date. The principal
amount of a Class of Offered Certificates (other than the Class A-IO Certificates)
(each, a 'Class Principal Balance') on any date
</TABLE>
S-4
<PAGE>
<TABLE>
<S> <C>
is equal to the applicable Class Principal Balance on the Closing Date minus the sum
of (a) the aggregate of amounts actually distributed as principal to the holders of
such Class of Certificates and (b) the Principal Write-Down Amount, if any,
allocated to such Class in reduction of the principal amount thereof as described
herein under 'DESCRIPTION OF THE CERTIFICATES--Allocation of Losses.' On any date,
the 'Aggregate Class Principal Balance' is the aggregate of the Class Principal
Balances of all Classes of Certificates on such date. The Class A-IO Certificates
will be notional amount certificates and will not be entitled to distributions of
principal. With respect to the Class A-IO Certificates and each of the first 36
Distribution Dates, the 'Notional Principal Balance' thereof will be equal to the
Class Principal Balance of the Class A-5 Certificates. With respect to the Class
A-IO Certificates and each Distribution Date after the 36th Distribution Date, the
'Notional Principal Balance' of the Class A-IO Certificates will be equal to zero.
The Mortgage Loans.......... The Mortgage Pool consists of 2,838 Initial Mortgage Loans with an aggregate Cut-Off
Date Principal Balance of $204,021,621.15 (the 'Cut-Off Date Initial Pool Principal
Balance') of non-conforming closed-end fixed-rate home equity loans secured by first
and second deeds of trust or mortgages on Mortgaged Properties located in 8 states
and the District of Columbia.
As of the Cut-Off Date, the average Principal Balance was $71,889.23; the Loan Rates
ranged from 8.50% to 15.99%; the weighted average Loan Rate was approximately
10.55%; and the weighted average remaining term to stated maturity was approximately
203 months (in each case weighted by Cut-Off Date Principal Balance of each Initial
Mortgage Loan). The remaining terms to stated maturity as of the Cut-Off Date of the
Initial Mortgage Loans ranged from 56 months to 360 months. The maximum Principal
Balance of any Initial Mortgage Loan as of the Cut-Off Date was $499,913.48.
Approximately 26.75% (by Cut-Off Date Initial Pool Principal Balance) of the Initial
Mortgage Loans are Balloon Loans. No Initial Mortgage Loan will mature later than
August 2027. The Combined Loan-to-Value Ratio of each Initial Mortgage Loan,
computed on the date such loan was originated and taking into account the amounts of
any related senior mortgage loans (the 'Combined Loan-to-Value Ratio'), ranged from
approximately 5.13% to approximately 85.01% and had a weighted average Combined
Loan-to-Value Ratio of approximately 68.78%. See 'DESCRIPTION OF THE MORTGAGE LOANS'
herein.
The Initial Mortgage Loans were, and the Subsequent Mortgage Loans will be,
originated by the Seller or an affiliate of the Seller.
Interest on each Mortgage Loan is payable monthly on the outstanding Principal
Balance thereof at a rate per annum (the 'Loan Rate') specified in the related
Mortgage Note. Each Mortgage Loan will bear interest at a fixed rate that is
calculated on the 'simple interest' method. Certain of the Mortgage Loans will have
original terms to stated maturity of up to 15 years and amortization schedules of up
to 30 years ('Balloon Loans'), leaving a substantial payment due at the stated
maturity (each, a 'Balloon Payment').
Initial Interest Coverage
Account..................... On the Closing Date, cash will be deposited in a trust account (the 'Initial
Interest Coverage Account') in the name of the Trustee on behalf of the Trust. The
amount on deposit in the Initial Interest Coverage Account will be used by the
Trustee to fund certain interest shortfalls on the first Distribution Date as
described herein under 'DESCRIPTION OF THE CERTIFICATES--Initial Interest Coverage
Account.' Amounts remaining in the Initial Interest Coverage Account after the first
Distribution Date and not used for such purposes are required to be paid to the
Seller. The Initial Interest Coverage Account will terminate immediately following
the first Distribution Date. The Initial Interest Coverage Account will not be an
asset of the REMIC.
</TABLE>
S-5
<PAGE>
<TABLE>
<S> <C>
Funding Account............. On the Closing Date, it is expected that approximately $978,378.85 of Subsequent
Mortgage Loans will be transferred to the Trust. See 'DESCRIPTION OF THE
CERTIFICATES--Conveyance of Subsequent Mortgage Loans.' In the event that less than
such amount of Subsequent Mortgage Loans is transferred to the Trust, an aggregate
cash amount equal to the excess of $978,378.85 over the aggregate Cut-Off Date
Principal Balance of the related Subsequent Mortgage Loans will be deposited by the
Seller in an account which will be in the name of, and maintained by, the Trustee on
behalf of the Trust (the 'Funding Account'). Such amounts, if any, on deposit in the
Funding Account will be transferred by the Trustee on the first Distribution Date
into the Distribution Account, and will be distributed as a principal prepayment to
Certificateholders then entitled to distributions of principal. The Funding Account
will terminate immediately after the first Distribution Date. The Funding Account
will be an asset of the Trust; however, the REMIC election will not be made with
respect to the Funding Account. See 'RISK FACTORS--The Subsequent Mortgage Loans,'
'PREPAYMENT AND YIELD CONSIDERATIONS' and 'DESCRIPTION OF THE CERTIFICATES--Priority
of Distributions.'
Denominations............... The Offered Certificates will be offered for purchase in denominations of $25,000
and multiples of $1 in excess thereof.
Registration of Offered
Certificates................ The Offered Certificates will initially be issued in book-entry form. Persons
acquiring beneficial ownership interests in the Offered Certificates ('Certificate
Owners') will hold their Offered Certificate interests through The Depository Trust
Company ('DTC'), in the United States, or Cedel Bank societe anonyme ('Cedel') or
the Euroclear System ('Euroclear'), in Europe. Transfers within DTC, Cedel or
Euroclear, as the case may be, will be in accordance with the usual rules and
operating procedures of the relevant system. So long as the Offered Certificates are
Book-Entry Certificates (as defined herein), such Certificates will be evidenced by
one or more Certificates registered in the name of Cede & Co. ('Cede'), as the
nominee of DTC or one of the relevant depositaries (collectively, the 'European
Depositaries'). Cross-market transfers between persons holding directly or
indirectly through DTC, on the one hand, and counterparties holding directly or
indirectly through Cedel or Euroclear, on the other, will be effected in DTC through
Citibank, N.A. ('Citibank') or The Chase Manhattan Bank ('Chase'), the relevant
depositaries of Cedel and Euroclear, respectively, and each a participating member
of DTC. The interests of such Certificateholders will be represented by book-entries
on the records of DTC and participating members thereof. No Certificate Owner will
be entitled to receive a definitive certificate representing such person's interest,
except in the event that Definitive Certificates (as defined herein) are issued
under the limited circumstances described herein. All references in this Prospectus
Supplement to any Offered Certificates reflect the rights of Certificate Owners only
as such rights may be exercised through DTC and its participating organizations for
so long as such Offered Certificates are held by DTC. See 'RISK FACTORS--Book-Entry
Certificates', 'DESCRIPTION OF THE CERTIFICATES--Book-Entry Certificates' herein and
'ANNEX I' hereto.
Depositor................... Lehman ABS Corporation, a Delaware corporation (the 'Depositor'). The principal
executive offices of the Depositor are located at Three World Financial Center, New
York, New York 10285 (Telephone: (212) 526-7000). See 'THE DEPOSITOR' in the
Prospectus.
Seller and Servicer of the
Mortgage Loans.............. Champion Mortgage Co., Inc., a New Jersey corporation (the 'Seller' or the
'Servicer,' as applicable). The corporate headquarters of the Seller and Servicer
are located at 20 Waterview Blvd., Parsippany, New Jersey 07054, and its telephone
number is (201) 402-7700. See 'THE SELLER AND THE SERVICER' herein.
</TABLE>
S-6
<PAGE>
<TABLE>
<S> <C>
Certificate Rate............ The 'Certificate Rate' on any Distribution Date with respect to: the Class A-1
Certificates is 6.59% per annum; the Class A-2 Certificates is 6.49% per annum; the
Class A-3 Certificates is 6.77% per annum; the Class A-4 Certificates is 7.03% per
annum; the Class A-5 Certificates is 6.71% per annum; the Class A-IO Certificates is
6.00% per annum; the Class M-1 Certificates is 6.92% per annum; the Class M-2
Certificates is 7.12% per annum; and the Class B Certificates is 7.38% per annum.
The Certificate Rate for each of the Class A-4, Class A-5, Class M-1, Class M-2 and
Class B Certificates is subject to a Maximum Rate as described herein under
'DESCRIPTION OF THE CERTIFICATES--The Certificate Rate.'
The 'Interest Period' means, with respect to each Distribution Date and the Offered
Certificates, the period from and including the first day of the calendar month
preceding the month of such Distribution Date through and including the last day of
such calendar month. Interest on the Offered Certificates in respect of any
Distribution Date will accrue during the related Interest Period on the basis of a
360-day year consisting of twelve 30-day months.
Record Date................. With respect to the Offered Certificates and any Distribution Date, the 'Record
Date' will be the last day of the calendar month immediately preceding the calendar
month in which such Distribution Date occurs.
Distributions............... On the 25th day of each month, or if such day is not a Business Day, then the next
succeeding Business Day, commencing in October 1997 (each such day, a 'Distribution
Date'), the Trustee will be required to distribute from funds available therefor in
the Distribution Account (as described herein) to the holders of the Offered
Certificates on the related Record Date, in the priorities described below, an
aggregate amount equal to the sum of (a) the Class Interest Distribution for each
Class of Offered Certificates, and (b) the Principal Distribution Amount.
Interest
On each Distribution Date, to the extent of funds available therefor as described
herein, interest will be distributed with respect to each Class of Offered
Certificates in an amount (each, a 'Class Interest Distribution') equal to the sum
of (a) interest at the related Certificate Rate that accrued during the related
Interest Period on the related Class Principal Balance or Notional Principal
Balance, as the case may be, immediately prior to such Distribution Date (the 'Class
Monthly Interest Distributable Amount') and (b) any Class Interest Carryover
Shortfall for such Class of Offered Certificates for such Distribution Date. As to
any Distribution Date and Class of Offered Certificates, the 'Class Interest
Carryover Shortfall' is the sum of (i) the excess of the sum of (A) the related
Class Monthly Interest Distributable Amount for the preceding Distribution Date and
(B) any outstanding Class Interest Carryover Shortfall with respect to such Class on
such preceding Distribution Date, over the amount in respect of interest that is
actually distributed to such Class on such preceding Distribution Date plus (ii)
interest on such excess, to the extent permitted by law, at the related Certificate
Rate for the related Interest Period.
On each Distribution Date, the Class Interest Distribution for each Class of Offered
Certificates will be distributed as described herein under 'DESCRIPTION OF THE
CERTIFICATES--Priority of Distributions.'
Principal
On each Distribution Date, to the extent of funds available therefor as described
herein, principal will be distributed to the holders of the Offered Certificates
(other than the Class A-IO Certificates) then entitled to distributions of principal
in an amount equal to the lesser of (A) the Aggregate Class Principal Balance and
(B) the Principal Distribution Amount for such Distribution Date. 'Principal
Distribution Amount' means, with respect to any Distribution Date, the sum of (i)
the Basic Principal Distribution Amount for such Distribution Date and (ii) the
Extra Principal Distribution Amount for such Distribution Date.
</TABLE>
S-7
<PAGE>
<TABLE>
<S> <C>
'Basic Principal Distribution Amount' means, with respect to any Distribution Date,
the excess of (i) the Principal Remittance Amount for such Distribution Date over
(ii) the Overcollateralization Release Amount, if any, for such Distribution Date.
'Principal Remittance Amount' means, with respect to any Distribution Date, to the
extent of funds available therefor as described herein, the amount equal to the sum
of the following amounts (without duplication) with respect to the immediately
preceding Due Period (as defined below): (i) each payment of principal on a Mortgage
Loan received by the Servicer during such Due Period, including all full and partial
principal prepayments, (ii) Net Liquidation Proceeds allocable to principal actually
collected by the Servicer during the related Due Period, (iii) the portion of the
Purchase Price allocable to principal of all repurchased Mortgage Loans with respect
to such Due Period, (iv) any Substitution Adjustment Amounts received on or prior to
the previous Determination Date and not yet distributed, and (v) with respect to the
Distribution Date immediately following the Funding Period, the amount, if any,
transferred from the Pre-Funding Account into the Distribution Account (exclusive of
any reinvestment earnings).
'Extra Principal Distribution Amount' means, with respect to any Distribution Date,
the lesser of (i) the Monthly Excess Interest Amount for such Distribution Date and
(ii) the Overcollateralization Deficiency for such Distribution Date.
'Overcollateralization Amount' means, as of any Distribution Date, the positive
difference, if any, between (x) the Pool Principal Balance as of the last day of the
immediately preceding Due Period and (y) the Class Principal Balance of all Classes
of Offered Certificates (after taking into account all distributions of principal on
such Distribution Date).
'Overcollateralization Deficiency' means, with respect to any Distribution Date, the
excess, if any, of (x) the Targeted Overcollateralization Amount for such
Distribution Date over (y) the Overcollateralization Amount for such Distribution
Date, calculated for this purpose after taking into account the reduction on such
Distribution Date of the Class Principal Balances of all Classes of the Offered
Certificates resulting from the distribution of the Basic Principal Distribution
Amount on such Distribution Date, but prior to taking into account any Principal
Write-Down Amounts on such Distribution Date.
'Overcollateralization Release Amount' means, with respect to any Distribution Date
after the Stepdown Date on which a Trigger Event is not in effect, the lesser of (x)
the Principal Remittance Amount for such Distribution Date and (y) the excess, if
any, of (i) the Overcollateralization Amount for such Distribution Date, assuming
that 100% of the Principal Remittance Amount is applied as a principal payment on
the Offered Certificates on such Distribution Date over (ii) the Targeted
Overcollateralization Amount for such Distribution Date.
'Targeted Overcollateralization Amount' means $1,025,000.
'Due Period' means, with respect to any Determination Date or Distribution Date, the
calendar month immediately preceding such Determination Date or Distribution Date,
as the case may be.
For a description of a 'Liquidated Mortgage Loan' see 'DESCRIPTION OF THE
CERTIFICATES--Principal' herein.
On each Distribution Date, the Principal Distribution Amount will be distributed as
principal to the Certificateholders in the amounts and the priority described herein
under 'DESCRIPTION OF THE CERTIFICATES--Priority of Distributions.'
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The last scheduled Distribution Date for each Class of Offered Certificates is as
follows:
<CAPTION>
CLASS DISTRIBUTION DATE
--------------------------- ------------------------------------------------------
<S> <C>
A-1 November 2010
A-2 January 2013
A-3 March 2015
A-4 September 2029
A-5 September 2029
A-IO September 2000
M-1 September 2029
M-2 September 2029
B September 2029
<CAPTION>
<S> <C>
It is expected that the actual last Distribution Date for each Class of Offered
Certificates will occur significantly earlier than such scheduled Distribution
Dates. See 'PREPAYMENT AND YIELD CONSIDERATIONS.'
Credit Enhancement.......... The credit enhancement consists of the subordination of the Subordinate Certificates
to the Senior Certificates, the further subordination of each other Class of the
Subordinate Certificates that is junior in priority of distribution and the priority
of the application of Principal Write-Down Amounts and the overcollateralization
provisions of the Trust as described herein.
Subordination of Subordinate Certificates. The rights of the Subordinate
Certificateholders to receive distributions with respect to the Mortgage Loans will
be subordinated, to the extent described herein, to such rights of the Senior
Certificateholders. This subordination is intended to enhance the likelihood of
regular receipt by the Senior Certificateholders of the full amount of their
scheduled monthly payment of interest and principal and to afford such
Certificateholders protection against Realized Losses.
The protection afforded to the Senior Certificateholders by means of the
subordination of the Subordinate Certificates will be accomplished by the
preferential right of the Senior Certificateholders to receive, prior to any
distribution being made on a Distribution Date in respect of such Subordinate
Certificates, the amounts of interest due them and principal available for
distribution on such Distribution Date and, if necessary, by the right of the Senior
Certificateholders to receive future distributions of amounts that would otherwise
be payable to such Subordinate Certificateholders.
In addition, the rights of the Class M-2 and Class B Certificateholders to receive
distributions will be subordinated, to the extent described herein, to such rights
of the Senior Certificateholders and the Class M-1 Certificateholders. This
subordination is intended to enhance the likelihood of regular receipt by the
holders of the Senior Certificates and the Class M-1 Certificates of the amount of
interest due them and principal available for distribution to such Classes to the
extent described herein and to afford such Certificateholders with protection
against losses.
The rights of the Class B Certificateholders to receive distributions will be
subordinated in the same manner to such rights of the Senior Certificateholders, the
Class M-1 Certificateholders and the Class M-2 Certificateholders. This
subordination is intended to enhance the likelihood of regular receipt by the
holders of the Senior Certificates, the Class M-1 Certificates and the Class M-2
Certificates of the amount of interest due them and principal available for
distribution and to afford such Certificateholders with protection against losses.
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Overcollateralization. The cashflow provisions are expected to result initially in
an increased rate of amortization of the Class A Certificates relative to the
amortization of the Mortgage Loans through the application of excess interest
received on the Mortgage Loans to the payment of the principal of Class A
Certificates. As a result the Aggregate Class Principal Balance will be less than
the Principal Balance of the Mortgage Loans (such difference, the
'overcollateralization') and the application of such excess interest will continue
until a required level of overcollateralization is achieved. As a result the
aggregate Principal Balances of the Mortgage Loans are expected to exceed the
aggregate Class Principal Balances of the Offered Certificates. Once the required
level of overcollateralization is reached, and subject to the provisions described
in the next paragraph, the increased rate of amortization of the Class A
Certificates will cease, unless necessary to maintain the required level of
overcollateralization.
Allocation of Losses. If on any Distribution Date, the Aggregate Class Principal
Balance of the Offered Certificates exceed the Principal Balances of the Mortgage
Loans, the Class Principal Balance of the Subordinate Certificates will be reduced,
in reverse order of seniority (first Class B Certificates, second Class M-2
Certificates and third Class M-1 Certificates) by the amount of the excess; any such
excess is referred to as a 'Principal Write-Down Amount.' Thereafter, such
Subordinate Certificates are only entitled to distributions of interest and
principal with respect to their Class Principal Balances as so reduced, and the
amount of any Principal Write-Down Amount will be payable to the applicable Class of
Subordinate Certificates only to the extent of future excess cashflow as described
herein.
Servicing................... The Servicer will be responsible for servicing, managing and making collections on
the Mortgage Loans. The Servicer will deposit all collections in respect of the Mortgage
Loans into the Collection Account as described herein. On the eighteenth day of the month
(each, a 'Determination Date'), the Trustee will calculate the amounts to be paid, as
described herein, to the Certificateholders on the next Distribution Date. See
'DESCRIPTION OF THE CERTIFICATES--Priority of Distributions.' With respect to each Due
Period, the Servicer will receive from payments in respect of interest on the Mortgage
Loans, on behalf of itself, a portion of such payments as a monthly servicing fee (the
'Servicing Fee') in the amount of 0.40% per annum (or, if Champion is no longer the
Servicer, 0.50% per annum) (the 'Servicing Fee Rate') on the Principal Balance of each
Mortgage Loan as of the first day of each such Due Period. See 'DESCRIPTION OF THE
CERTIFICATES--Servicing Compensation and Payment of Expenses.' In certain limited
circumstances, the Servicer may resign or be removed, in which event either the Trustee or
a third-party servicer will be appointed as a successor Servicer. See 'DESCRIPTION OF THE
CERTIFICATES--Certain Matters Regarding the Servicer' herein.
Trustee..................... Harris Trust and Savings Bank, a banking corporation organized under the laws of the
State of Illinois, will act as Trustee.
Monthly Advances............ The Servicer is required to remit to the Trustee no later than two Business Days
prior to each Distribution Date, for deposit in the Distribution Account, an amount
equal to the scheduled installment of interest due on each Mortgage Loan but not
received by the Servicer during the related Due Period (a 'Monthly Advance'). Such
obligation of the Servicer continues with respect to each Mortgage Loan until such
Mortgage Loan becomes a Liquidated Mortgage Loan. The Servicer is not required to
make any Monthly Advances which it determines would be nonrecoverable. Monthly
Advances are reimbursable to the Servicer subject to certain conditions and
restrictions, and are intended to provide liquidity for the payment of interest on
the Offered Certificates. See 'DESCRIPTION OF THE CERTIFICATES--Advances' herein.
</TABLE>
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Prepayment Interest
Shortfalls.................. Not later than two Business Days prior to each Distribution Date, the Servicer is
required to remit to the Trustee, without any right of reimbursement, an amount
equal to, with respect to each Mortgage Loan as to which a principal prepayment in
full was received during the related Due Period, the lesser of (a) the excess, if
any, of 30 days' interest on the Principal Balance of each such Mortgage Loan at the
Loan Rate (or at such lower rate as may be in effect for such Mortgage Loan because
of application of the Soldiers' and Sailors' Civil Relief Act of 1940, as amended
(the 'Civil Relief Act')), or as a result of any reduction of the monthly payment
due on such Mortgage Loan as a result of a bankruptcy proceeding (a 'Debt Service
Reduction'), minus the Servicing Fee for each such Mortgage Loan over the amount of
interest actually paid by the related Mortgagor in connection with such principal
prepayment (with respect to all such Mortgage Loans, the 'Prepayment Interest
Shortfall') and (b) the sum of the aggregate Servicing Fee received by the Servicer
in the most recently ended Due Period.
Optional Termination by the
Servicer.................... The Servicer may, at its option, terminate the Agreement on any date on which the
Pool Principal Balance of the Mortgage Loans is less than 5% of the sum of the
Cut-Off Date Principal Balance of all of the Mortgage Loans and the amount on
deposit in the Funding Account on the Closing Date, at the price described herein
under 'DESCRIPTION OF THE CERTIFICATES--Termination; Purchase of the Mortgage
Loans.'
Optional Purchase of
Defaulted Mortgage
Loans....................... The Servicer has the option, but is not obligated, to purchase from the Trust any
Mortgage Loan 90 days or more delinquent at the Purchase Price (as defined herein).
See 'DESCRIPTION OF THE CERTIFICATES--Optional Purchase of Defaulted Mortgage Loans'
herein.
Certain Federal Tax
Considerations.............. In the opinion of Brown & Wood LLP, counsel to the Trust and the Underwriter, for
federal income tax purposes, the Trust created by the Agreement (exclusive of the
Initial Interest Coverage Account and the Funding Account) will include two
segregated asset pools, with respect to which elections will be made to treat each
as a separate 'real estate mortgage investment conduit' ('REMIC'). The Offered
Certificates will constitute 'regular interests' in the Master REMIC and will be
treated as debt instruments of the Master REMIC for federal income tax purposes with
payment terms equivalent to the terms of such Certificates. The Class R Certificates
(the 'Residual Certificates') will constitute the sole class of 'residual interest'
in the Master REMIC and the sole class of 'residual interest' in the Subsidiary
REMIC and will be the Class of Residual Certificates, as described in the
Prospectus.
The holders of the Offered Certificates will be required to include in income
interest on such Certificates in accordance with the accrual method of accounting.
The Offered Certificates may, depending on their issue price, be treated as having
been issued with original issue discount for federal income tax purposes. For
further information regarding the federal income tax consequences of investing in
the Offered Certificates, see 'CERTAIN FEDERAL INCOME TAX CONSIDERATIONS' herein and
in the Prospectus.
ERISA Considerations........ The acquisition of an Offered Certificate by a pension or other employee benefit
plan (a 'Plan') subject to the Employee Retirement Income Security Act of 1974, as
amended ('ERISA'), could, in some instances, result in a 'prohibited transaction' or
other violation of the fiduciary responsibility provisions of ERISA and Code Section
4975. Certain exemptions from the prohibited transaction rules could be applicable
to the acquisition of such Offered Certificates. Any Plan fiduciary considering
whether to purchase any Offered Certificate on behalf of a
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Plan should consult with its counsel regarding the applicability of the provisions
of ERISA and the Code.
Subject to the considerations and conditions described under 'ERISA CONSIDERATIONS'
herein, it is expected that the Senior Certificates may be purchased by a Plan. The
Subordinate Certificates may not be purchased by a Plan, except upon satisfaction of
certain conditions. See 'ERISA CONSIDERATIONS' herein.
Legal Investment
Considerations.............. The Offered Certificates will NOT constitute 'mortgage related securities' for
purposes of the Secondary Mortgage Market Enhancement Act of 1984 ('SMMEA'), because
some of the Mortgages securing the Mortgage Loans are not first mortgages.
Accordingly, many institutions with legal authority to invest in comparably rated
securities based solely on first mortgages may not be legally authorized to invest
in the Offered Certificates. See 'LEGAL INVESTMENT CONSIDERATIONS' herein and 'LEGAL
INVESTMENT' in the Prospectus.
Certificate Rating.......... It is a condition to the issuance of the Offered Certificates that they receive the
following ratings by Standard & Poor's Ratings Service, a division of The
McGraw-Hill Companies ('Standard & Poor's') and Fitch Investors Service, L.P.
('Fitch' and together with Standard & Poor's, the 'Rating Agencies'):
<CAPTION>
CLASS STANDARD & POOR'S FITCH
-------------------------- -------------------------- --------------------------
<S> <C> <C>
A-1 AAA AAA
A-2 AAA AAA
A-3 AAA AAA
A-4 AAA AAA
A-5 AAA AAA
A-IO AAAr AAA
M-1 AA AA
M-2 A A
B BBB- BBB-
<CAPTION>
<S> <C>
In general, ratings address credit risk and do not address the likelihood of
prepayments on Mortgage Loans or the possibility that Offered Certificateholders
might realize a lower than anticipated yield. See 'RATINGS' herein and 'RISK
FACTORS--Rating of the Securities' in the Prospectus.
</TABLE>
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RISK FACTORS
Investors should consider, among other things, the following factors in
connection with the purchase of the Offered Certificates.
Subordination. On any Distribution Date, distributions of the Class
Interest Distribution will be made to each Class of Offered Certificates before
any distributions of the Principal Distribution Amount. The rights of the Class
M Certificateholders and the Class B Certificateholders to receive distributions
will be subordinated to such rights of the Class A Certificateholders. The
rights of the Class M-2 Certificateholders and Class B Certificateholders to
receive distributions will be subordinated to such rights of the Class M-1
Certificateholders. The rights of the Class B Certificateholders to receive
distributions will be subordinated to such rights of the Class M-2
Certificateholders. The subordination described above is intended to increase
the likelihood of regular receipt by the holders of Certificates with a higher
priority, of the full amount of monthly distributions allocable to them and to
afford such holders protection against losses. As a result, the yield on each
Class of Offered Certificates in order of payment priority will be progressively
more sensitive to the rate, timing and severity of Realized Losses on the
Mortgage Loans and other shortfalls in Available Funds. Investors in the Offered
Certificates, and particularly the Subordinate Certificates, should carefully
consider the related risks, including the risk that such investors may suffer a
loss in their investments.
Book-Entry Certificates. Issuance of the Offered Certificates in
book-entry form may reduce the liquidity of such Certificates in the secondary
trading market since investors may be unwilling to purchase Offered Certificates
for which they cannot obtain physical certificates. Since transactions in the
Offered Certificates can be effected only through DTC, Cedel, Euroclear,
participating organizations, indirect participants and certain banks, the
ability of a Certificate Owner to pledge an Offered Certificate to persons or
entities that do not participate in the DTC, Cedel or Euroclear system or
otherwise to take actions in respect of such Certificates, may be limited due to
lack of a physical certificate representing the Offered Certificates.
Certificate Owners 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 (as defined herein) which will thereafter
credit them to the accounts of Certificate Owners either directly or indirectly
through indirect participants. See 'DESCRIPTION OF THE CERTIFICATES--Book-Entry
Certificates' herein.
Cash Flow Considerations. With respect to approximately 26.75% of the
Initial Mortgage Loans (by Cut-Off Date Initial Pool Principal Balance),
collections on such Mortgage Loans may vary because, among other things,
borrowers are not required to make monthly payments of principal that will be
sufficient to amortize such Mortgage Loans by their maturity (collectively,
'Balloon Loans'). In the case of Balloon Loans, a borrower generally will be
required to pay the entire remaining principal amount of the Mortgage Loan at
its maturity. With respect to Balloon Loans, general credit risk may be greater
to Certificateholders than to holders of instruments representing interests only
in level payment fully amortizing first mortgage loans. The ability of a
borrower to make such a payment may depend on the ability of the borrower to
obtain refinancing of the balance due on a Balloon Loan. An increase in interest
rates over the Loan Rate applicable at the time a Balloon Loan was originated
may have an adverse effect on the borrower's ability to obtain refinancing or to
pay the required monthly payment.
Risk of Early Defaults. All of the Initial Mortgage Loans were originated
within 6 months prior to the Cut-Off Date. The weighted average remaining term
to stated maturity of the Initial Mortgage Loans (by Cut-Off Date Principal
Balance) is approximately 203 months. Although little data is available,
defaults on mortgage loans, including home equity loans similar to the Mortgage
Loans, are generally expected to occur with greater frequency in the early years
of the terms of mortgage loans.
Prepayment Considerations. All of the Mortgage Loans may be prepaid in
whole or in part at any time without penalty. Home equity loans, such as the
Mortgage Loans, have been originated in significant volume only during the past
few years and neither the Depositor nor the Servicer is aware of any publicly
available studies or statistics on the rate of prepayment of such loans.
Generally, home equity loans are not viewed by borrowers as permanent financing.
Accordingly, the Mortgage Loans may experience a higher rate of prepayment than
traditional loans. The Trust's prepayment experience may be affected by a wide
variety of factors, including general economic conditions, interest rates, the
availability of alternative financing and homeowner mobility. In addition, all
of the Mortgage Loans contain due-on-sale provisions and the Servicer will be
required by the
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Agreement to enforce such provisions unless (i) such enforcement is not
permitted by applicable law or (ii) the Servicer, in a manner consistent with
reasonable commercial practice, permits the purchaser of the related Mortgaged
Property to assume the Mortgage Loan. To the extent permitted by applicable law,
such assumption will not release the original borrower from its obligation under
any such Mortgage Loan. See 'CERTAIN LEGAL ASPECTS OF LOANS--Due-on-Sale Clauses
in Mortgage Loans' in the Prospectus.
Certificate Rating. The rating by the Rating Agencies of the Offered
Certificates is not a recommendation to purchase, hold or sell the Offered
Certificates, inasmuch as such rating does not comment as to the market price or
suitability for a particular investor. There is no assurance that the ratings
will remain in place for any given period of time or that the ratings will not
be lowered or withdrawn by the Rating Agencies. In general, the ratings address
credit risk and do not address the likelihood of prepayments on Mortgage Loans
or the possibility that Offered Certificateholders might realize a lower than
anticipated yield. The ratings of the Offered Certificates do not address the
possibility of the imposition of United States withholding tax with respect to
non-U.S. persons.
Nature of Collateral. Even assuming that the Mortgaged Properties provide
adequate security for the Mortgage Loans, substantial delays could be
encountered in connection with the liquidation of Mortgage Loans that are
delinquent and resulting shortfalls in distributions to Offered
Certificateholders could occur. Further, liquidation expenses (such as legal
fees, real estate taxes, and maintenance and preservation expenses) will reduce
the proceeds payable to Certificateholders and thereby reduce the security for
the Mortgage Loans. In the event any of the Mortgaged Properties fails to
provide adequate security for the related Mortgage Loans, Offered
Certificateholders could experience a loss.
The Initial Mortgage Loans are secured by first and second mortgages or
deeds of trust (representing approximately 78.97% and 21.03%, respectively (by
Cut-Off Date Initial Pool Principal Balance)). With respect to Mortgage Loans
that are junior in priority to liens having a first priority with respect to the
related Mortgaged Property ('First Liens'), the Servicer has the power under
certain circumstances to consent to a new mortgage lien on such Mortgaged
Property having priority over such Mortgage Loan in connection with the
refinancing of such First Lien. Mortgage Loans secured by second mortgages are
entitled to proceeds that remain from the sale of the related Mortgaged Property
after any related senior mortgage loan and prior statutory liens have been
satisfied. In the event that such proceeds are insufficient to satisfy such
loans and prior liens in the aggregate, the Trust and, accordingly, the holders
of the Offered Certificates, bear (i) the risk of delay in distributions while a
deficiency judgment, if any, against the borrower is sought and (ii) the risk of
loss if the deficiency judgment cannot be obtained or is not realized upon. See
'CERTAIN LEGAL ASPECTS OF LOANS' in the Prospectus.
Legal Considerations. The sale of the Mortgage Loans from the Seller to
the Depositor will be treated by the Seller, the Depositor and the Trust as a
sale of the Mortgage Loans. The Seller will warrant that such transfer is a sale
of its interest in the Mortgage Loans. The Depositor will warrant in the
Agreement that the transfer of the Mortgage Loans to the Trust is a valid
transfer and assignment of such Mortgage Loans to the Trustee. In the event of
an insolvency of the Seller, it is possible that a receiver or conservator for,
or a creditor of, the Seller, may argue that the transaction between the Seller
and the Depositor, with respect to the Mortgage Loans was a pledge of such
Mortgage Loans in connection with a borrowing by the Seller rather than a true
sale. Such an attempt, even if unsuccessful, could result in delays in
distributions on the Offered Certificates.
The Subsequent Mortgage Loans. The Seller will not select Subsequent
Mortgage Loans in a manner that it believes is adverse to the interest of the
holders of the Offered Certificates. However, Subsequent Mortgage Loans
originated or purchased by the Seller and sold to the Trust may be of a
different credit quality than the Initial Mortgage Loans. Following the transfer
of Subsequent Mortgage Loans to the Trust, the aggregate characteristics of the
Mortgage Loans then held in the Trust may vary from those of the Initial
Mortgage Loans. See 'DESCRIPTION OF THE CERTIFICATES--Conveyance of Subsequent
Mortgage Loans' herein.
In the event that on the Closing Date the Pool Principal Balance is less
than the aggregate of the Class Principal Balance of all Classes of Offered
Certificates, the holders of the Offered Certificates then entitled to
distributions of principal will receive, on the first Distribution Date, an
additional distribution allocable to principal in an amount equal to such
difference.
The ability of the Trust to invest in Subsequent Mortgage Loans is largely
dependent upon the ability of the Seller to originate or purchase additional
loans. The ability of the Seller to originate or purchase additional loans may
be affected as a result of a variety of social and economic factors. Economic
factors include interest rates,
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unemployment levels, the rate of inflation and consumer perception of economic
conditions generally. However, the Seller is unable to determine and has no
basis to predict whether or to what extent economic or social factors will
affect the Seller's ability to originate or purchase additional loans and
therefore the availability of Subsequent Mortgage Loans.
Payments on the Mortgage Loans. When a principal prepayment in full is
made on a Mortgage Loan, the Mortgagor is charged interest only up to the date
of such prepayment, instead of for a full month which may result in a Prepayment
Interest Shortfall. The Servicer is obligated to pay, without any right of
reimbursement, those shortfalls in interest collections payable on the Offered
Certificates that are attributable to Prepayment Interest Shortfalls, but only
to the extent of the Servicing Fee for the related Due Period.
All of the Initial Mortgage Loans are simple interest mortgage loans
('Simple Interest Loans') pursuant to which interest is computed and charged to
the Mortgagor on the outstanding Principal Balance of the related Mortgage Loan
based on the number of days elapsed between the date through which interest was
last paid on the Mortgage Loan through receipt of the Mortgagor's most current
payment, and the portions of each monthly payment that are allocated to interest
and principal are adjusted based on the actual amount of interest charged on
such basis. Consequently, if less than a full month has elapsed between the
interest paid to date and the next payment on a Mortgage Loan, the amount of
interest actually paid by the Mortgagor will be less than a full month's
interest on the principal balance of such Mortgage Loan. Conversely, if more
than a full month has elapsed between the interest paid to date and the next
payment on a Mortgage Loan, the amount of interest actually paid by the
Mortgagor will be greater than a full month's interest on the Principal Balance
of such Mortgage Loan. To the extent that the aggregate of such shortfalls
exceeds the aggregate of such excesses, a 'Net Simple Interest Shortfall' will
result.
Special Risks Associated with the Class A-IO Certificates. As the owner of
interest-only strip securities, the Certificateholders of the Class A-IO
Certificates will be entitled to receive monthly distributions only of interest,
as described herein. Because they will not receive any distributions of
principal, the Certificateholders of the Class A-IO Certificates will generally
be affected by prepayments, liquidations and other dispositions (including any
optional redemption described herein) of the Mortgage Loans to a greater degree
than Certificateholders of the other Classes of Offered Certificates. Investors
should note, however, that the Notional Principal Balance applicable to interest
calculations on the Class A-IO Certificates is (x) on each of the first 36
Distribution Dates, the Class Principal Balance of the Class A-5 Certificates
and (y) on each Distribution Date thereafter, zero. Because the Class A-5
Certificates will amortize in accordance with the distribution of the Class A-5
Principal Distribution Amount, the yield sensitivity of the Class A-IO
Certificates is expected to be more stable than if such Notional Principal
Balance were calculated based on the amortization of the underlying Mortgage
Loans directly. However, there can be no assurance that such will be the case.
Underwriting Standards. As described herein, the Seller's underwriting
standards generally are less stringent than those of FNMA or FHLMC with respect
to a borrower's credit history and in certain other respects. A borrower's past
credit history may not preclude the Seller from making a loan; however, it will
reduce the size (and consequently the Combined Loan-to-Value Ratio) of the loan
that the Seller is willing to make. As a result of this approach to
underwriting, the Mortgage Loans in the Mortgage Pool may experience higher
rates of delinquencies, defaults and foreclosures than mortgage loans
underwritten in a more traditional manner.
Geographic Concentration May Affect Performance. Approximately 41.76%,
39.35% and 9.90% (by Cut-Off Date Initial Pool Principal Balance) of the Initial
Mortgage Loans are secured by Mortgaged Properties in New York, New Jersey, and
Pennsylvania, respectively. To the extent that the Northeast region has
experienced or may experience in the future weaker economic conditions or
greater rates of decline in real estate values than the United States generally,
such a concentration of the Mortgage Loans may be expected to exacerbate the
foregoing risks. The Seller and the Depositor can neither quantify the impact of
any recent property value declines on the Mortgage Loans nor predict whether, to
what extent or for how long such declines may continue.
THE SELLER AND THE SERVICER
Champion Mortgage Co., Inc. ('Champion', 'Seller' or 'Servicer', as the
context requires) is a wholly owned subsidiary of Key Bank USA, National
Association, a national banking association ('Key Bank USA'). Key Bank USA is
engaged in banking and related activities. Key Bank USA is a wholly owned
subsidiary of KeyCorp, an Ohio financial services holding company headquartered
in Cleveland, Ohio ('KeyCorp').
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KeyCorp completed the acquisition of Champion effective August 29, 1997 in a
transaction structured as a tax-free exchange and accounted for as a purchase.
Prior to the acquisition of Champion by KeyCorp, Champion conducted its
various business activities directly and through a number of affiliated
companies. Immediately prior to the acquisition of Champion, all affiliated
companies were consolidated into Champion Mortgage Co., Inc. Champion is a
mortgage banking company which originates non-conforming home equity loans
secured by first or second liens primarily on one-to four-family residential
properties.
Champion expanded its operations in 1988. From October 1, 1988 to June 30,
1997, Champion has funded approximately $2.5 billion of mortgage loans. For the
fiscal years ended September 30, 1996, September 30, 1995 and September 30,
1994, Champion funded $507.4 million, $298.3 million and $295.5 million,
respectively, of mortgage loans. Champion discontinued its origination of
conforming first mortgage loans as of May, 1994. During the fiscal year ended
September 30, 1996, approximately 69.90% and 30.10% of Champion's originations
were secured by first liens and second liens, respectively. During the nine
months ended June 30, 1997, Champion funded approximately $399,827,816 of
mortgage loans, of which approximately 66.99% and 33.01% were secured by first
liens and second liens, respectively.
Substantially all of Champion's mortgage loans have been originated
directly by Champion through its own employees located at its corporate
headquarters or at any of its 16 branch offices located in New Jersey, New York,
Pennsylvania, Rhode Island and Maryland. Champion makes extensive use of
advertising, including direct mailing, to locate potential customers and
generally conducts the application and loan approval process in person. As of
June 30, 1997, Champion was originating mortgage loans secured by residential
properties in New Jersey, New York, Connecticut, Pennsylvania, Delaware,
Maryland, Virginia, Rhode Island and the District of Columbia.
Until June 1993, Champion sold the majority of its loan production to
institutional investors pursuant to bulk purchase or flow-purchase agreements.
The mortgage loans were sold at a premium, on a rate participation basis or
based on a combination of both methods. All mortgage loans were sold on a
servicing released, non-recourse basis. In June 1993, Champion began to sell
mortgage loans on a servicing retained basis, and as of June 30, 1997, Champion
was servicing approximately $770,202,669 of mortgage loans for itself and
others.
As of the end of June 1997, Champion had approximately 394 employees.
Champion occupies 47,100 square feet in a four story building located at 20
Waterview Boulevard, Parsippany, New Jersey 07054. Its telephone number is (201)
402-7700.
CHAMPION'S HOME EQUITY LOAN PROGRAM
GENERAL
Champion's principal product is a closed end, fixed rate, fully-amortizing
mortgage loan with an original term to maturity of 15 years. Champion also
offers fixed rate fully-amortizing mortgage loans with original terms to
maturity of 5, 7, 10, 20 and 30 years and fixed rate mortgage loans with
original terms to maturity of 5 or 7 years and an amortization schedule of up to
15 years or an original term to maturity of up to 15 years and an amortization
schedule of up to 30 years. Champion also offers closed end, adjustable rate,
fully-amortizing mortgage loans with original terms to maturity of either 15 or
30 years. Each adjustable rate mortgage loan provides for annual adjustments
based on changes in the level of the Index, subject to rounding, the Periodic
Cap and the applicable Lifetime Cap and the applicable Lifetime Floor. The ARMs
may be originated with introductory interest rates that are lower than the sum
of the Index and the Gross Margin for such mortgage loans.
In most instances, Champion's mortgage loans are non-purchase money
mortgages secured by first or second liens on owner-occupied one- to four-family
residential properties, including townhouses and individual units in
condominiums and planned unit developments. In the nine month period ending June
30, 1997, approximately 95.73% of the mortgage loans originated by Champion were
secured by owner occupied residences. Champion also makes mortgage loans secured
by first or second liens on residential rental properties or vacation
properties.
All of Champion's fixed rate mortgage loans are Simple Interest Loans.
Simple Interest Loans provide for a series of substantially equal monthly
payments which, (except in the case of Balloon Loans) if paid when due,
S-16
<PAGE>
will fully amortize the amount financed by the scheduled maturity date. Each
monthly payment includes an installment of interest which is calculated on the
basis of the outstanding principal balance of the mortgage loan multiplied by
the stated Loan Rate and further multiplied by a fraction, the numerator of
which is the number of days in the period elapsed since the preceding payment of
interest was made and the denominator of which is the number of days in the
annual period for which interest accrues on such loan. As payments are received
under a Simple Interest Loan, the amount received is applied first to interest
accrued to the date of payment and the balance is applied to reduce the unpaid
principal balance. Accordingly, if a borrower pays a fixed monthly installment
on a Simple Interest Loan before its scheduled due date, the portion of the
payment allocable to interest for the period since the preceding payment was
made will be less than it would have been had the payment been made as
scheduled, and the portion of the payment applied to reduce the unpaid principal
balance will be correspondingly greater. Conversely, if a borrower pays the
fixed monthly installment after the scheduled due date, the portion of the
payment allocable to interest will be greater, and the amortization of the
unpaid principal balance will be correspondingly less.
All of Champion's mortgage loans may be prepaid by the borrowers in whole
or in part at any time without penalty. Late charges are assessed on loans for
which payments are made after applicable grace periods established by federal
and state laws. None of Champion's mortgage loans are insured or guaranteed by
any governmental agency or instrumentality, and none are covered by primary
mortgage guaranty insurance policies.
UNDERWRITING PROCEDURES
The following is a description of the underwriting procedures customarily
employed by Champion with respect to fixed rate and adjustable rate mortgage
loans secured by first or second liens primarily on one- to four-family
residential properties. Champion's underwriting process, which is centralized at
its corporate headquarters, is intended to assess the applicant's credit
standing and repayment ability and the value and adequacy of the real property
security as collateral for the proposed loan. Champion considers itself to be a
credit lender as opposed to an equity lender, focusing primarily on the
borrower's ability and willingness to repay, and only secondarily on the
potential value of the collateral upon foreclosure, in determining whether or
not to make a mortgage loan. As of June 30, 1997, Champion employed 88 loan
officers and 14 underwriters. Underwriters are primarily promoted from within
Champion on a selective basis in order to maintain the quality and integrity of
Champion's business philosophy. All underwriters receive fixed annual salaries
which are not based on underwriting volume.
The application process generally is conducted in person. Each applicant
for a mortgage loan is required to supply the information necessary to complete
an application which lists the applicant's liabilities, income, credit and
employment history and other demographic and personal information. If the
information in the loan application demonstrates that the applicant has
sufficient income and that there is sufficient equity in the real property to
justify making a mortgage loan, the loan officer will conduct a further credit
investigation of the applicant. This investigation includes obtaining and
reviewing an independent credit bureau report on the credit history of the
applicant in order to evaluate the applicant's ability to repay. The credit
report typically contains information relating to such matters as credit history
with local merchants and lenders, installment debt payments and any record of
defaults, bankruptcy, collateral repossessions, suits or judgments. Any adverse
information contained in the credit report must be acceptable (and if requested,
explained) to the loan officer.
Based on the information obtained from the applicant, the loan officer
advises the applicant of the loan program for which the applicant qualifies.
Upon gaining the agreement of the applicant, the loan officer submits the
application to the underwriting department for further review. An underwriter
will then evaluate the submission in accordance with certain established
guidelines. The underwriter will either approve, reject, or amend the loan
request based on the information submitted in the application. If the applicant
accepts the amendment, the underwriter will approve the amended loan
application.
The application is then further processed to verify the accuracy of the
information therein. Verification may take the form of written or verbal
communication with the applicant's employer or recent pay stubs and current W-2
forms supplied by the applicant. Income tax returns also may be obtained and
reviewed. Self-employed borrowers generally are required to have been in
business for at least two years and must provide signed federal income tax
returns, including all schedules thereto, for the past two tax years, and may be
required to furnish personal and business financial statements if deemed
necessary by the underwriter.
S-17
<PAGE>
In certain circumstances, Champion may not be able to verify the income
claimed on the application but is able to document adequate cashflow to support
the loan for which the application was made. In such circumstances, the
permitted combined loan-to-value ratio will be less than otherwise would be the
case. Approximately 12.31% (by Cut-Off Date Initial Pool Principal Balance) of
the Initial Mortgage Loans were underwritten using such alternative approach to
income verification.
If there is a senior mortgage on the property to be used as security for
the mortgage loan, the loan officer also evaluates the type and outstanding
balance of the senior mortgage loan and its payment history. Champion obtains a
credit reference on the senior mortgage by using either credit bureau
information, telephone verification, the year-end senior mortgage statement,
canceled checks or written verification from the senior mortgagee.
In every instance, the property securing a loan made by Champion is
appraised and title insurance acquired before the loan is closed. Such
appraisals are conducted by approved, independent third-party appraisers who are
paid a fee by the applicant, regardless of whether the application for a
mortgage loan is approved. All appraisals are required to be on forms approved
by FNMA or FHLMC. Champion obtains a lender's title insurance policy or binder,
or other assurance of title customary in the relevant jurisdiction. Homeowners
insurance coverage is required on every property securing a home equity loan
originated by Champion. Necessary coverage and mortgagee clause endorsements are
acquired and monitored by the loan servicing department. Forced-placed policies
are acquired for properties in which the borrower has allowed coverage to lapse.
After obtaining all applicable employment, credit and property information,
Champion determines whether sufficient unencumbered equity in the property
exists and whether the prospective borrower has sufficient monthly income
available to support the payments of principal and interest on the mortgage loan
in addition to any senior mortgage loan payments (including any escrows for
property taxes and hazard insurance premiums) and other monthly credit
obligations. Champion applies the 'debt-to-gross income ratio' which is the
ratio of the borrower's total monthly payments on all outstanding debt
(including the new loan) to the borrower's gross verifiable monthly income. The
debt-to-gross income ratio generally may not exceed 45%. For ARMs, such ratios
generally are calculated using the 'fully indexed' rate (i.e., the sum of the
applicable Index and the related Gross Margin). In addition, the maximum
Combined Loan-to-Value Ratio of any mortgage loan may not exceed 100% and may be
reduced depending on a number of factors, including the applicant's credit
history and employment status.
Any exceptions to the underwriting policies may be approved by certain
members of the management of Champion. The factors considered when determining
if an exception to the general underwriting standards should be made include:
the quality of the property, how long the borrower has owned the property, the
amount of disposable income, the type and length of employment, the credit
history, the current and pending debt obligations, the payment habits and the
status of past and currently existing mortgages.
When an application is approved, a mortgage loan is completed by signing
the applicable loan documents, including a promissory note and mortgage. All
mortgage loans are closed by approved attorneys. Following the three business
day rescission period required by the federal Truth-in-Lending Act, a mortgage
loan is fully funded. Scheduled repayment of principal and interest on such loan
generally begins one month from the date interest starts to accrue. After a
mortgage loan is underwritten, approved and funded, the loan package is reviewed
by an employee.
REFINANCING POLICY
Where Champion believes that borrowers having existing loans with Champion
are likely to refinance such loans due to interest rate changes or other
reasons, Champion attempts to retain such borrowers through solicitations of
such borrowers to refinance with Champion. Such refinancings generate fee and
servicing income for Champion. Since the solicited borrowers may refinance their
existing loans in any case, Champion believes that this practice will be
unlikely to affect the prepayment experience of the mortgage loans in a material
respect. Champion also has solicited its borrowers who are in good standing to
apply for additional loans, consistent with its origination standards where
deemed appropriate.
S-18
<PAGE>
SERVICING OF HOME EQUITY LOANS
The Servicer has established standard policies for the servicing and
collection of the mortgage loans. Servicing includes, but is not limited to,
post-origination loan processing, customer service, collections, remittance
processing and liquidations.
The Servicer sends a monthly statement to each of its borrowers. Collection
procedures vary somewhat depending on whether a late payment is the first
payment due under the mortgage loan. If the first payment is not received on or
prior to the due date, an initial phone call is made on the first business day
after the due date. Phone calls continue on a daily basis until contact is made.
A 'Friendly Reminder Letter' is sent on the second business day after the due
date. If no contact is made with the borrower by the 10th day after the due
date, a 'Pre-foreclosure Letter' is sent, and a qualified outside agency is used
to inspect the property. On the 20th day after a first payment default a Notice
of Default is sent to the borrower. This letter indicates an intent to
accelerate the mortgage loan if satisfactory arrangements are not made within
ten days.
If the delinquency relates to a due date other than the first due date, a
Friendly Reminder Letter is sent on the second business day after the due date.
On the fifth day after the due date, telephone calls to the borrower begin and
telephone calls continue on a daily basis until payment is received or contact
is made. In addition, a series of mailings is made depending on the customer's
payment history. On the 20th day of delinquency a Notice of Default is sent. A
qualified outside agency is used to conduct an interview with the borrower and
the property is inspected.
Accounts which are 32 days past due without a specific arrangement for
repayment will be sent a Notice of Intent to Foreclose which gives the customer
five days in which to respond. On the 37th day of delinquency, a determination
whether to foreclose is made. If the Servicer decides to foreclose, the
necessary documentation is sent to an approved attorney who then sends the
borrower an acceleration letter allowing the borrower 30 days to reinstate the
mortgage. When foreclosure proceedings are initiated, a third party appraiser
completes a drive-by evaluation of the property and obtains comparable sales
prices and listings in the area. In addition, homeowner's insurance is verified
and the status of senior mortgages and property taxes is checked. Subject to
applicable state law, all legal expenses are assessed to the account and become
the responsibility of the borrower.
Regulations and practices regarding the liquidation of properties (e.g.,
foreclosure) and the rights of the borrower in default vary greatly from state
to state. The Servicer will decide that liquidation is the appropriate course of
action only if a delinquency cannot otherwise be cured. If the Servicer
determines that purchasing a property securing a mortgage loan will minimize the
loss associated with such defaulted loan, the Servicer may bid at the
foreclosure sale for such property or accept a deed in lieu of foreclosure.
Servicing and collection practices may change over time in accordance with,
among other things, the Servicer's business judgment, changes in the portfolio
and applicable laws and regulations. Any realization from the sale of foreclosed
property is taken as a recovery. After the Servicer acquires title to a
mortgaged property by foreclosure or deed in lieu of foreclosure, an approved
realtor is selected to list and advertise the property.
The Servicer may not foreclose on the property securing a junior mortgage
loan unless it forecloses subject to all senior mortgages. If any senior
mortgage loan is in default after the Servicer has initiated its foreclosure
actions, the Servicer may advance funds to keep such senior mortgage loan
current until such time as the Servicer satisfies such senior mortgage loan.
Such amounts are added to the balance of the mortgage loan. In the event that
foreclosure proceedings have been instituted on any senior mortgage prior to the
initiation of the Servicer's foreclosure action, the Servicer will either
satisfy the senior mortgage loan at the time of the foreclosure sale or take
other action to protect its interest in the related property.
DELINQUENCY AND LOSS EXPERIENCE
Set forth below is the delinquency and loss experience on the mortgage
loans serviced by the Servicer for the periods and at the dates indicated. The
delinquency and loss experience set forth below has not been adjusted to
eliminate the effect of the significant growth in the size of Champion's
portfolio of mortgage loans during the periods shown. Accordingly, loss and
delinquency as a percentage of mortgage loans serviced for each period could be
higher than those shown if a group of mortgage loans were artificially isolated
at a point in time and the information showed the activity only in that isolated
group. In addition, Champion began originating adjustable-rate mortgages
('ARMS') in September 1994. Champion has no meaningful basis on which to assess
the
S-19
<PAGE>
possible delinquency and loss experience of the ARMs. The delinquencies and
losses on the ARMs could be significantly higher than those on Champion's fixed
rate home equity loans. As a result, it is unlikely that the delinquency and
loss experience on the Mortgage Loans will be comparable to that reported below.
DELINQUENCY EXPERIENCE
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS
ENDING
YEAR ENDING SEPTEMBER 30, JUNE 30,
------------------------------- --------------------
1994 1995 1996 1996 1997
------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Number of loans................................ 1,588 4,416 9,058 7,795 12,890
Dollar amount of loans......................... $75,916 $214,860 $526,816 $438,602 $770,203
Delinquency Period
30-59 days
% of number of loans...................... 0.12% 1.18% 1.30% 1.00% 1.46%
% of dollar amount of loans............... 0.07% 1.12% 1.17% 0.95% 1.39%
60-89 days
% of number of loans...................... 0.06% 0.25% 0.15% 0.18% 0.26%
% of dollar amount of loans............... 0.05% 0.16% 0.14% 0.19% 0.30%
90 days and over(1)
% of number of loans...................... 0.00% 0.38% 0.69% 0.51% 0.36%
% of dollar amount of loans............... 0.00% 0.46% 0.81% 0.60% 0.36%
Loans in Foreclosure
% of number of loans......................... 0.00% 0.21% 0.62% 0.42% 0.58%
% of dollar amount of loans.................. 0.00% 0.30% 0.76% 0.48% 0.62%
Total(1)
% of number of loans......................... 0.18% 1.81% 2.14% 1.69% 2.08%
% of dollar amount of loans.................. 0.12% 1.74% 2.12% 1.74% 2.05%
</TABLE>
- ------------------
(1) Includes loans in foreclosure and real estate owned.
LOSS EXPERIENCE
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS
ENDING
YEAR ENDING SEPTEMBER 30, JUNE 30,
------------------------------- --------------------
1994 1995 1996 1996 1997
------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Average dollar amount of loans outstanding
during period................................ $43,374 $144,721 $367,584 $325,049 $657,227
Net Losses(1).................................. $ 146 $ 145 $ 39 $ 29 $ 350
Net Losses as a percentage of average amount
outstanding.................................. 0.34% 0.10% 0.01% 0.01%(2) 0.07%(2)
</TABLE>
- ------------------
(1) 'Net Losses' means Gross Losses minus Recoveries.
(2) Annualized.
S-20
<PAGE>
DESCRIPTION OF THE MORTGAGE LOANS
GENERAL
The statistical information presented in this Prospectus Supplement is only
with respect to the Initial Mortgage Loans and the characteristics of such
Initial Mortgage Loans as of the Cut-Off Date.
The Subsequent Mortgage Loans are intended to be purchased by the Trust
from the Seller on the Closing Date. The Initial Mortgage Loans and the
Subsequent Mortgage Loans, if available to be purchased by the Trust, will be
originated by the Seller or an affiliate and sold by the Seller to the Depositor
and the Depositor to the Trust. The purchase price to be paid for each
Subsequent Mortgage Loan will be no greater than its unpaid principal balance as
of the Cut-Off Date relating to such Subsequent Mortgage Loan.
The Mortgage Loans, including the Subsequent Mortgage Loans, were
originated, or will be originated, by the Seller or an affiliate in accordance
with the policies set forth under 'CHAMPION'S HOME EQUITY LOAN PROGRAM.' All of
the Mortgage Loans are home equity loans bearing fixed interest rates (the 'Loan
Rates') and evidenced by promissory notes (the 'Mortgage Notes') secured by
deeds of trust or mortgages on Mortgaged Properties.
The Mortgage Loans are secured by either first or second mortgages or deeds
of trust on Mortgaged Properties located in 8 states and the District of
Columbia. The Mortgaged Properties securing the Mortgage Loans consist primarily
of one- to four-family residential properties. The Mortgaged Properties may be
owner-occupied and non-owner occupied (which includes second and vacation
homes).
Each Mortgage Loan will bear interest at a fixed rate that is calculated on
the 'simple interest' method. Certain of the Mortgage Loans will have original
terms to stated maturity of up to 15 years and amortization schedules of up to
30 years ('Balloon Loans'), leaving a substantial payment due at the stated
maturity (each, a 'Balloon Payment').
The Mortgage Pool consists of 2,838 Initial Mortgage Loans with an
aggregate Cut-Off Date Principal Balance of $204,021,621.15 (the 'Cut-Off Date
Initial Pool Principal Balance'). The Mortgage Pool consists of non-conforming
closed-end, fixed-rate home equity loans. As of the Cut-Off Date, the maximum
Cut-Off Date Principal Balance of any of the Initial Mortgage Loans was
$499,913.48, the minimum Cut-Off Date Principal Balance thereof was $8,583.44,
and the Cut-Off Date Principal Balance of such Initial Mortgage Loans averaged
$71,889.23. As of the Cut-Off Date, the Loan Rates on the Initial Mortgage Loans
ranged from 8.50% to 15.99% per annum, and the weighted average Loan Rate for
the Initial Mortgage Loans was approximately 10.55% per annum. As of the Cut-Off
Date, the original term to stated maturity of the Initial Mortgage Loans ranged
from 60 months to 360 months, the remaining term to stated maturity ranged from
56 months to 360 months, the weighted average original term to stated maturity
was approximately 205 months, the weighted average remaining term to stated
maturity was approximately 203 months and the Combined Loan-to-Value Ratio
ranged from approximately 5.13% to approximately 85.01% with a weighted average
Combined Loan-to-Value Ratio of approximately 68.78%. Each Initial Mortgage Loan
was originated on or after March 1997. The Initial Mortgage Loans had stated
maturities ranging from April 2002, to August 2027. Approximately 78.97% of the
Initial Mortgage Loans (by Cut-Off Date Pool Principal Balance) are secured by
first liens, and approximately 21.03% by second liens. Approximately 73.25% of
the Initial Mortgage Loans require monthly payments of principal that will fully
amortize such Initial Mortgage Loans by their respective maturity dates
(assuming all payments are received on the Due Date), and approximately 26.75%
of the Initial Mortgage Loans are Balloon Loans. As of the Cut-Off Date, no
Initial Mortgage Loan was 30 or more days delinquent.
S-21
<PAGE>
CUT-OFF DATE PRINCIPAL BALANCES
<TABLE>
<CAPTION>
% OF CUT-OFF DATE
INITIAL CUT-OFF DATE INITIAL POOL
CUT-OFF DATE PRINCIPAL BALANCES MORTGAGE LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
- ------------------------------------------------------- ----------------- ----------------- ---------------------
<S> <C> <C> <C>
$ 0.01 - $25,000.00................................ 539 $ 9,991,276.89 4.90%
25,000.01 - 50,000.00................................ 775 28,888,062.75 14.16
50,000.01 - 75,000.00................................ 493 30,547,103.79 14.97
75,000.01 - 100,000.00................................ 330 29,247,943.73 14.34
100,000.01 - 125,000.00................................ 271 30,339,095.89 14.87
125,000.01 - 150,000.00................................ 193 26,438,924.60 12.96
150,000.01 - 175,000.00................................ 77 12,450,008.20 6.10
175,000.01 - 200,000.00................................ 65 12,179,207.33 5.97
200,000.01 - 225,000.00................................ 37 7,904,913.61 3.87
225,000.01 - 250,000.00................................ 22 5,245,519.31 2.57
250,000.01 - 275,000.00................................ 14 3,634,483.92 1.78
275,000.01 - 300,000.00................................ 12 3,500,944.57 1.72
300,000.01 - 325,000.00................................ 2 636,672.88 0.31
325,000.01 - 350,000.00................................ 4 1,357,600.05 0.67
350,000.01 - 375,000.00................................ 1 358,850.64 0.18
375,000.01 - 400,000.00................................ 1 397,599.51 0.19
400,000.01 - 425,000.00................................ 1 403,500.00 0.20
475,000.01 - 500,000.00................................ 1 499,913.48 0.25
------ ----------------- -------
Totals:........................................... 2,838 $ 204,021,621.15 100.00%
------ ----------------- -------
------ ----------------- -------
</TABLE>
GEOGRAPHIC DISTRIBUTION BY STATE(1)
<TABLE>
<CAPTION>
% OF CUT-OFF DATE
INITIAL CUT-OFF DATE INITIAL POOL
STATE MORTGAGE LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
- ---------------------------------------------------------- ----------------- ----------------- -----------------
<S> <C> <C> <C>
Connecticut............................................... 23 $ 1,659,965.22 0.81%
District of Columbia...................................... 3 235,271.35 0.12
Delaware.................................................. 20 1,331,948.78 0.65
Maryland.................................................. 192 11,393,782.70 5.58
New Jersey................................................ 1,150 80,275,279.95 39.35
New York.................................................. 1,040 85,193,455.84 41.76
Pennsylvania.............................................. 358 20,190,640.24 9.90
Rhode Island.............................................. 26 1,719,772.21 0.84
Virginia.................................................. 26 2,021,504.86 0.99
------ ----------------- -------
Totals:.............................................. 2,838 $ 204,021,621.15 100.00%
------ ----------------- -------
------ ----------------- -------
</TABLE>
- ------------------
(1) Determined by property address designated as such in the related Mortgage.
S-22
<PAGE>
COMBINED LOAN-TO-VALUE RATIOS(1)
<TABLE>
<CAPTION>
% OF CUT-OFF DATE
INITIAL CUT-OFF DATE INITIAL POOL
COMBINED LOAN-TO-VALUE RATIO MORTGAGE LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
- ---------------------------------------------------- ---------------------- ----------------- -----------------
<S> <C> <C> <C>
5.01% - 10.00%..................................... 16 $ 243,581.27 0.12%
10.01% - 15.00%..................................... 36 882,233.13 0.43
15.01% - 20.00%..................................... 62 1,942,459.86 0.95
20.01% - 25.00%..................................... 72 2,464,826.92 1.21
25.01% - 30.00%..................................... 58 2,511,493.76 1.23
30.01% - 35.00%..................................... 82 3,888,747.46 1.91
35.01% - 40.00%..................................... 98 5,327,296.41 2.61
40.01% - 45.00%..................................... 101 6,455,940.32 3.16
45.01% - 50.00%..................................... 120 7,075,644.75 3.47
50.01% - 55.00%..................................... 117 7,507,978.72 3.68
55.01% - 60.00%..................................... 129 9,732,899.45 4.77
60.01% - 65.00%..................................... 145 10,410,375.90 5.10
65.01% - 70.00%..................................... 248 16,719,270.13 8.19
70.01% - 75.00%..................................... 295 21,985,028.90 10.78
75.01% - 80.00%..................................... 977 90,700,334.12 44.46
80.01% - 85.00%..................................... 280 16,125,710.05 7.90
85.01% - 90.00%..................................... 2 47,800.00 0.02
------ ----------------- -------
Totals:........................................ 2,838 $ 204,021,621.15 100.00%
------ ----------------- -------
------ ----------------- -------
</TABLE>
- ------------------
(1) The Combined Loan-to-Value Ratios ('CLTV') shown above are equal, with
respect to each Mortgage Loan, to (i) the sum of (a) the original principal
balance of such Mortgage Loan at the date of origination plus (b) the
remaining balance of the senior lien, if any, at the date of origination of
such Mortgage Loan divided by (ii) the value of the related Mortgaged
Property, based upon the appraisal made at the time of origination of such
Mortgage Loan.
LOAN RATES
<TABLE>
<CAPTION>
% OF CUT-OFF DATE
INITIAL CUT-OFF DATE INITIAL POOL
LOAN RATES MORTGAGE LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
- ---------------------------------------------------- ----------------------- ----------------- -----------------
<S> <C> <C> <C>
8.001% - 8.500%................................... 8 $ 947,000.00 0.46%
8.501% - 9.000%................................... 365 43,778,799.26 21.46
9.001% - 9.500%................................... 188 20,457,856.74 10.03
9.501% - 10.000%................................... 347 29,193,906.37 14.31
10.001% - 10.500%................................... 489 33,181,348.87 16.26
10.501% - 11.000%................................... 244 16,748,009.76 8.21
11.001% - 11.500%................................... 255 14,586,880.01 7.15
11.501% - 12.000%................................... 307 15,051,432.28 7.38
12.001% - 12.500%................................... 115 5,628,425.86 2.76
12.501% - 13.000%................................... 219 10,155,817.46 4.98
13.001% - 13.500%................................... 88 3,827,848.36 1.88
13.501% - 14.000%................................... 140 6,639,906.99 3.25
14.001% - 14.500%................................... 27 1,303,410.21 0.64
14.501% - 15.000%................................... 21 851,836.20 0.42
15.001% - 15.500%................................... 12 608,623.35 0.30
15.501% - 16.000%................................... 13 1,060,519.43 0.52
------ ----------------- -------
Totals:........................................ 2,838 $ 204,021,621.15 100.00%
------ ----------------- -------
------ ----------------- -------
</TABLE>
S-23
<PAGE>
ORIGINAL TERM TO STATED MATURITY
<TABLE>
<CAPTION>
% OF CUT-OFF DATE
ORIGINAL TERM INITIAL CUT-OFF DATE INITIAL POOL
TO STATED MATURITY MORTGAGE LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
- ----------------------------------------------------------- -------------- ----------------- -----------------
<S> <C> <C> <C>
49 - 60.................................................. 41 $ 977,731.69 0.48%
73 - 84.................................................. 28 1,028,068.08 0.50
109 - 120.................................................. 352 11,332,462.21 5.55
169 - 180.................................................. 1,455 104,186,139.78 51.07
229 - 240.................................................. 907 80,115,705.72 39.27
349 - 360.................................................. 55 6,381,513.67 3.13
----- ----------------- ------
Totals:................................................ 2,838 $204,021,621.15 100.00%
----- ----------------- ------
----- ----------------- ------
</TABLE>
REMAINING MONTHS TO STATED MATURITY
<TABLE>
<CAPTION>
% OF CUT-OFF DATE
REMAINING MONTHS INITIAL CUT-OFF DATE INITIAL POOL
TO STATED MATURITY MORTGAGE LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
- ----------------------------------------------------------- -------------- ----------------- -----------------
<S> <C> <C> <C>
49 - 60.................................................. 41 $ 977,731.69 0.48%
73 - 84.................................................. 28 11,028,068.08 0.50
109 - 120.................................................. 352 11,332,462.21 5.55
169 - 180.................................................. 1,455 104,186,139.78 51.07
229 - 240.................................................. 907 80,115,705.72 39.27
349 - 360.................................................. 55 6,381,513.67 3.13
----- ----------------- ------
Totals:................................................ 2,838 $204,021,621.15 100.00%
----- ----------------- ------
----- ----------------- ------
</TABLE>
SEASONING
<TABLE>
<CAPTION>
% OF CUT-OFF DATE
INITIAL CUT-OFF DATE INITIAL POOL
SEASONING MORTGAGE LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
- ----------------------------------------------------------- -------------- ----------------- -----------------
<S> <C> <C> <C>
0........................................................ 686 $ 47,221,799.17 23.15%
1 to 6..................................................... 2,152 156,799,821.98 76.85
----- ----------------- ------
Totals:................................................ 2,838 $204,021,621.15 100.00%
----- ----------------- ------
----- ----------------- ------
</TABLE>
PROPERTY TYPE
<TABLE>
<CAPTION>
% OF CUT-OFF DATE
INITIAL CUT-OFF DATE INITIAL POOL
PROPERTY TYPE MORTGAGE LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
- ----------------------------------------------------------- -------------- ----------------- -----------------
<S> <C> <C> <C>
Single Family Attached..................................... 310 $ 15,041,381.25 7.37%
Single Family Detached..................................... 2,174 163,263,473.89 80.02
Two- to Four-Family........................................ 270 21,339,210.93 10.46
Condominium................................................ 75 3,529,765.25 1.73
Other...................................................... 9 847,789.83 0.42
----- ----------------- ------
Totals:................................................ 2,838 $204,021,621.15 100.00%
----- ----------------- ------
----- ----------------- ------
</TABLE>
OCCUPANCY TYPE (1)
<TABLE>
<CAPTION>
% OF CUT-OFF DATE
INITIAL CUT-OFF DATE INITIAL POOL
OCCUPANCY TYPE MORTGAGE LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
- ----------------------------------------------------------- -------------- ----------------- -----------------
<S> <C> <C> <C>
Primary Home............................................... 2,689 $194,713,148.15 95.44%
Second Home................................................ 11 706,987.07 0.35
Investment................................................. 138 8,601,485.93 4.22
----- ----------------- ------
Totals:................................................ 2,838 $204,021,621.15 100.00%
----- ----------------- ------
----- ----------------- ------
</TABLE>
(1) Based upon representations made by the borrowers at the time of
origination of such Mortgage Loans.
S-24
<PAGE>
CONVEYANCE OF SUBSEQUENT MORTGAGE LOANS
The Agreement permits the Trust to acquire up to approximately $978,378.85
aggregate principal balance of Subsequent Mortgage Loans. Accordingly, the
statistical characteristics of the Mortgage Loans in the Trust will vary as of
the Closing Date upon the acquisition of the Subsequent Mortgage Loans.
The obligation of the Trust to purchase Subsequent Mortgage Loans is
subject to certain conditions which are set forth in the Agreement relating to
statistical characteristics thereof.
PREPAYMENT AND YIELD CONSIDERATIONS
GENERAL
The rate of principal payments on each Class of Offered Certificates, the
aggregate amount of distributions on the Offered Certificates and the yield to
maturity of the Offered Certificates will be related to the rate and timing of
payments of principal on the Mortgage Loans. The rate of principal payments on
the Mortgage Loans will in turn be affected by the amortization schedules of the
Mortgage Loans and by the rate of principal prepayments (including for this
purpose prepayments resulting from refinancing, liquidations of the Mortgage
Loans due to defaults, casualties, condemnations and repurchases by the Seller).
The Mortgage Loans may be prepaid by the Mortgagors at any time.
PREPAYMENTS
Prepayments, liquidations and purchases of the Mortgage Loans (including
any optional purchase by the Servicer of a Delinquent Mortgage Loan and any
optional purchase of the remaining Mortgage Loans in connection with the
termination of the Trust) will result in distributions on the Offered
Certificates of principal amounts which would otherwise be distributed over the
remaining terms of such Mortgage Loans. Since the rate of payment of principal
of the Mortgage Loans will depend on future events and a variety of factors, no
assurance can be given as to such rate or the rate of principal prepayments. The
extent to which the yield to maturity of an Offered Certificate may vary from
the anticipated yield will depend upon the degree to which a Certificate is
purchased at a discount or premium, and the degree to which the timing of
payments thereon is sensitive to prepayments, liquidations and purchases of such
Mortgage Loans.
The rate of prepayment on the Mortgage Loans cannot be predicted. Home
equity loans such as the Mortgage Loans have been originated in significant
volume only during the past few years and neither the Depositor nor the Seller
is aware of any publicly available studies or statistics on the rate of
prepayment of such Mortgage Loans. Generally, home equity loans are not viewed
by borrowers as permanent financing. Accordingly, the Mortgage Loans may
experience a higher rate of prepayment than traditional first mortgage loans.
The prepayment experience of the Trust with respect to the Mortgage Loans may be
affected by a wide variety of factors, including economic conditions, prevailing
interest rate levels, the availability of alternative financing and homeowner
mobility and changes affecting the deductibility for Federal income tax purposes
of interest payments on home equity loans. All of the Mortgage Loans contain
'due-on-sale' provisions, and the Servicer is required by the Agreement to
enforce such provisions, unless such enforcement is not permitted by applicable
law. The enforcement of a 'due-on-sale' provision will have the same effect as a
prepayment of the related Mortgage Loan. See 'CERTAIN LEGAL ASPECTS OF
LOANS--Due-on-Sale Clauses in Mortgage Loans' in the Prospectus.
As with fixed rate obligations generally, the rate of prepayment on a pool
of mortgage loans with fixed rates such as the Mortgage Loans is affected by
prevailing market rates for mortgage loans of a comparable term and risk level.
When the market interest rate is below the mortgage coupon, mortgagors may have
an increased incentive to refinance their mortgage loans. Depending on
prevailing market rates, the future outlook for market rates and economic
conditions generally, some mortgagors may sell or refinance mortgaged properties
in order to realize their equity in the mortgaged properties, to meet cash flow
needs or to make other investments.
In addition to the foregoing factors affecting the weighted average life of
the Offered Certificates, the use of excess interest to pay principal of the
Offered Certificates to the extent required by the Agreement will result in the
acceleration of the Offered Certificates relative to the amortization of the
Mortgage Loans. This acceleration
S-25
<PAGE>
feature creates overcollateralization which results from the excess of the Pool
Principal Balance of Mortgage Loans over the Aggregate Class Principal Balance.
Once the required level of overcollateralization is reached, the acceleration
feature will cease, unless necessary to maintain the required level of
overcollateralization. See 'DESCRIPTION OF THE CERTIFICATES--
Overcollateralization Provisions.'
CLASS M CERTIFICATES AND CLASS B CERTIFICATES
The yields on the Class M Certificates will be sensitive, and the yield on
the Class B Certificates will be extremely sensitive, to the rate and timing of
defaults on the Mortgage Loans resulting in losses on the Mortgage Loans. If the
actual rate and severity of losses on the Loans is higher than the rate and/or
severity assumed by a holder of a Class M Certificate or Class B Certificate,
the actual yield to maturity of such Certificate may be lower than the yield
calculated by such holder based on such assumption. The timing of such losses
will also affect an investor's actual yield to maturity, even if the rate of
defaults and severity of losses is consistent with an investor's expectations.
In general, the earlier a loss occurs, the greater the effect on the investor's
yield to maturity.
The yield on the Class B Certificates will be extremely sensitive to such
losses, because such losses will be allocated to the Class B Certificates before
any such allocation is made to any other Class of Offered Certificates until the
Class Principal Balance of the Class B Certificates is reduced to zero.
Following the exhaustion of coverage provided by the Class B Certificates, the
yield to maturity on the Class M-2 Certificates and Class M-1 Certificates, in
that order, will be sensitive to the rate and timing of such losses.
The only credit enhancement for the Class B Certificates is the
overcollateralization feature of the Trust and excess interest. The
overcollateralization is intended to be created through the application of
certain excess interest amounts to the payment of principal of the Offered
Certificates. These excess interest amounts arise from the excess of the
weighted average Loan Rate (net of certain fees) over the weighted average
Certificate Rate. Mortgage Loans with higher Loan Rates (and consequently higher
Loan Rates (net of certain fees)) will contribute more to the excess interest
than Mortgage Loans with relatively lower Loan Rates. If Mortgage Loans with
relatively higher Loan Rates prepay (net of certain fees), the amount of excess
interest may be less than otherwise would be the case. There can be no assurance
as to whether or when sufficient excess interest will be generated to cause the
overcollateralization amount to equal the required level.
PAYMENT DELAY FEATURE OF OFFERED CERTIFICATES
The effective yield to the Certificateholders of each Class of the Offered
Certificates will be lower than the yield otherwise produced by the Certificate
Rate for each such Class and the purchase price of such Certificates because
distributions will not be payable to the Certificateholders of the Offered
Certificates until the Distribution Date following the month of accrual (without
any additional distribution of interest or earnings thereon in respect of such
delay).
YIELD SENSITIVITY OF THE CLASS A-IO CERTIFICATES
As the owner of interest-only strip securities, the Certificateholders of
the Class A-IO Certificates will be entitled to receive monthly distributions
only of interest, as described herein. Because they will not receive any
distributions of principal, the Certificateholders of the Class A-IO
Certificates will generally be affected by prepayments, liquidations and other
dispositions (including optional redemptions described herein) of the Mortgage
Loans to a greater degree than Certificateholders of the other Classes of
Offered Certificates. Investors should note, however, that the Notional
Principal Balance applicable to interest calculations on the Class A-IO
Certificates is (x) on each of the first 36 Distribution Dates, the Class
Principal Balance of the Class A-5 Certificates and (y) on each Distribution
Date thereafter, zero. Because the Class A-5 Certificates will amortize in
accordance with the distribution of the Class A-5 Principal Distribution Amount,
the yield sensitivity of the Class A-IO Certificates is likely to be more stable
than if such Notional Principal Balance were calculated based on the
amortization of the underlying Mortgage Loans directly. Thus, the yield
sensitivity of the Class A-IO Certificates will only be impacted at extremely
high prepayment rates.
S-26
<PAGE>
MANDATORY PREPAYMENT
On the Closing Date, it is expected that approximately $978,378.85 of
Subsequent Mortgage Loans will be transferred to the Trust. In the event that
less than such amounts of Subsequent Mortgage Loans are transferred to the
Trust, the holders of the Offered Certificates then entitled to distributions of
principal will receive on the first Distribution Date, an additional
distribution allocable to principal in an amount equal to the excess of
$978,378.85 over the aggregate Cut-Off Date Principal Balances of the Subsequent
Mortgage Loans. Although no assurances can be given, the Seller intends that the
principal amount of Mortgage Loans will substantially equal the aggregate of the
Class Principal Balances of all Classes of Offered Certificates. Accordingly,
there should be no material prepayment to the Certificateholders due to a lack
of Subsequent Mortgage Loans.
WEIGHTED AVERAGE LIVES
Generally, greater than anticipated prepayments of principal will increase
the yield on Offered Certificates purchased at a price less than par and will
decrease the yield on Offered Certificates purchased at a price greater than
par. The effect on an investor's yield due to principal prepayments on the
Mortgage Loans occurring at a rate that is faster (or slower) than the rate
anticipated by the investor in the period immediately following the issuance of
the Certificates will not be entirely offset by a subsequent like reduction (or
increase) in the rate of principal payments. The weighted average life of the
Offered Certificates will also be affected by the amount and timing of
delinquencies and defaults on the Mortgage Loans and the recoveries, if any, on
defaulted Mortgage Loans and foreclosed properties.
The 'weighted average life' of a Certificate refers to the average amount
of time that will elapse from the date of issuance to the date each dollar in
respect of principal of such Certificate is repaid. The weighted average life of
any Class of the Offered Certificates will be influenced by, among other
factors, the rate at which principal payments are made on the Mortgage Loans,
including final payments made upon the maturity of Balloon Loans.
Prepayments on Mortgage Loans are commonly measured relative to a
prepayment standard or model. The model used in this Prospectus Supplement is
the prepayment assumption (the 'Prepayment Assumption'), which represents an
assumed rate of prepayment each month relative to the then outstanding principal
balance of the pool of mortgage loans for the life of such mortgage loans. A
100% Prepayment Assumption assumes a conditional prepayment rate ('CPR') of 4%
per annum of the outstanding principal balance of such mortgage loans in the
first month of the life of the mortgage loans and approximately an additional
1.45% (precisely 16/11% (expressed as a percentage per annum) in each month
thereafter until the twelfth month; beginning in the twelfth month and in each
month thereafter during the life of the mortgage loans, a conditional prepayment
rate of 20% per annum each month is assumed. As used in the table below, 0%
Prepayment Assumption assumes a conditional prepayment rate equal to 0% of the
Prepayment Assumption, i.e., no prepayments. Correspondingly, 50% Prepayment
Assumption assumes prepayment rates equal to 50% of the Prepayment Assumption,
and so forth. The Prepayment Assumption does not purport to be a historical
description of prepayment experience or a prediction of the anticipated rate of
prepayment of any pool of mortgage loans, including the Mortgage Loans. The
Depositor believes that no existing statistics of which it is aware provide a
reliable basis for holders of Offered Certificates to predict the amount or the
timing of receipt of prepayments on the Mortgage Loans.
Since the following tables were prepared on the basis of the assumptions in
the following paragraph, there are discrepancies between characteristics of the
actual Mortgage Loans and the characteristics of the Mortgage Loans assumed in
preparing the tables. Any such discrepancy may have an effect upon the
percentages of the Principal Balances outstanding and weighted average lives of
the Offered Certificates set forth in the tables. In addition, since the actual
Mortgage Loans in the Trust have characteristics which differ from those assumed
in preparing the tables set forth below, the distributions of principal on the
Offered Certificates may be made earlier or later than as indicated in the
tables.
For the purpose of the tables below, it is assumed that: (i) the Mortgage
Loans consist of pools of loans with the level-pay and balloon amortization
characteristics set forth below, (ii) the Closing Date for the Offered
Certificates is September 26, 1997, (iii) distributions on the Offered
Certificates are made on the 25th day of each month regardless of the day on
which the Distribution Date actually occurs, commencing in October 1997 and are
made in accordance with the priorities described herein, (iv) the scheduled
monthly payments of principal and interest on the Mortgage Loans will be timely
delivered on the first day of each month (with no defaults), (v) the
S-27
<PAGE>
Mortgage Loans' prepayment rates are equal to the respective multiple of the
Prepayment Assumption indicated in the tables, (vi) all prepayments are
prepayments in full received on the last day of each month and include 30 days'
interest thereon, (vii) no optional termination is exercised, (viii) the Offered
Certificates of each Class have the respective Certificate Rates and initial
Class Principal Balances as set forth herein, (ix) the Targeted
Overcollateralization Amount is $1,025,000, and (x) the maximum amount of
Subsequent Mortgage Loans is purchased by the Trust on the Closing Date.
<TABLE>
<CAPTION>
ORIGINAL REMAINING ORIGINAL
AMORTIZATION TERM TO TERM TO
AMORTIZATION PRINCIPAL LOAN TERM MATURITY MATURITY
METHODOLOGY BALANCE RATE (MONTHS) (MONTHS) (MONTHS)
- --------------------------------------------------- -------------- ------- ------------ --------- --------
<S> <C> <C> <C> <C> <C>
Level Pay.......................................... $13,266,501.47 10.901% 113 111 113
Level Pay.......................................... $49,981,575.69 10.730% 180 178 180
Level Pay.......................................... $80,499,897.90 10.321% 240 238 240
Level Pay.......................................... $ 6,412,116.01 10.285% 360 358 360
Balloon............................................ $54,839,908.83 10.651% 360 178 180
</TABLE>
Subject to the foregoing discussion and assumptions, the following tables
indicate the percentages of the initial Class Principal Balance of each such
Class of Offered Certificates that would be outstanding after each of the dates
shown at various percentages of the Prepayment Assumption and the corresponding
weighted average lives.
S-28
<PAGE>
PERCENT OF INITIAL CLASS PRINCIPAL BALANCE OUTSTANDING
AT THE FOLLOWING PERCENTAGES OF THE PREPAYMENT ASSUMPTION
<TABLE>
<CAPTION>
CLASS A-1 CLASS A-2
--------------------------------------- ----------------------------------------
DISTRIBUTION DATE 0% 50% 100% 115% 150% 200% 0% 50% 100% 115% 150% 200%
- --------------------------------------------- ---- ---- ---- ---- ---- ---- ----- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Initial Percentage........................... 100 100 100 100 100 100 100 100 100 100 100 100
September 25, 1998........................... 94 75 57 51 38 19 100 100 100 100 100 100
September 25, 1999........................... 88 47 9 0 0 0 100 100 100 98 63 18
September 25, 2000........................... 82 22 0 0 0 0 100 100 59 39 0 0
September 25, 2001........................... 76 1 0 0 0 0 100 100 27 12 0 0
September 25, 2002........................... 68 0 0 0 0 0 100 73 4 0 0 0
September 25, 2003........................... 61 0 0 0 0 0 100 53 0 0 0 0
September 25, 2004........................... 53 0 0 0 0 0 100 37 0 0 0 0
September 25, 2005........................... 46 0 0 0 0 0 100 29 0 0 0 0
September 25, 2006........................... 38 0 0 0 0 0 100 19 0 0 0 0
September 25, 2007........................... 30 0 0 0 0 0 100 10 0 0 0 0
September 25, 2008........................... 22 0 0 0 0 0 100 0 0 0 0 0
September 25, 2009........................... 12 0 0 0 0 0 100 0 0 0 0 0
September 25, 2010........................... 1 0 0 0 0 0 100 0 0 0 0 0
September 25, 2011........................... 0 0 0 0 0 0 83 0 0 0 0 0
September 25, 2012........................... 0 0 0 0 0 0 2 0 0 0 0 0
September 25, 2013........................... 0 0 0 0 0 0 0 0 0 0 0 0
September 25, 2014........................... 0 0 0 0 0 0 0 0 0 0 0 0
September 25, 2015........................... 0 0 0 0 0 0 0 0 0 0 0 0
September 25, 2016........................... 0 0 0 0 0 0 0 0 0 0 0 0
September 25, 2017........................... 0 0 0 0 0 0 0 0 0 0 0 0
September 25, 2018........................... 0 0 0 0 0 0 0 0 0 0 0 0
September 25, 2019........................... 0 0 0 0 0 0 0 0 0 0 0 0
September 25, 2020........................... 0 0 0 0 0 0 0 0 0 0 0 0
September 25, 2021........................... 0 0 0 0 0 0 0 0 0 0 0 0
September 25, 2022........................... 0 0 0 0 0 0 0 0 0 0 0 0
September 25, 2023........................... 0 0 0 0 0 0 0 0 0 0 0 0
September 25, 2024........................... 0 0 0 0 0 0 0 0 0 0 0 0
September 25, 2025........................... 0 0 0 0 0 0 0 0 0 0 0 0
September 25, 2026........................... 0 0 0 0 0 0 0 0 0 0 0 0
---- ---- ---- ---- ---- ---- ----- ---- ---- ---- ---- ----
Weighted Average
Life (years)*............................... 7.2 2.0 1.2 1.1 0.9 0.7 14.6 6.7 3.4 3.0 2.2 1.7
<CAPTION>
CLASS A-3
-----------------------------------------
DISTRIBUTION DATE 0% 50% 100% 115% 150% 200%
- --------------------------------------------- ----- ----- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage........................... 100 100 100 100 100 100
September 25, 1998........................... 100 100 100 100 100 100
September 25, 1999........................... 100 100 100 100 100 100
September 25, 2000........................... 100 100 100 100 97 0
September 25, 2001........................... 100 100 100 100 13 0
September 25, 2002........................... 100 100 100 51 0 0
September 25, 2003........................... 100 100 46 0 0 0
September 25, 2004........................... 100 100 0 0 0 0
September 25, 2005........................... 100 100 0 0 0 0
September 25, 2006........................... 100 100 0 0 0 0
September 25, 2007........................... 100 100 0 0 0 0
September 25, 2008........................... 100 100 0 0 0 0
September 25, 2009........................... 100 62 0 0 0 0
September 25, 2010........................... 100 23 0 0 0 0
September 25, 2011........................... 100 0 0 0 0 0
September 25, 2012........................... 100 0 0 0 0 0
September 25, 2013........................... 69 0 0 0 0 0
September 25, 2014........................... 23 0 0 0 0 0
September 25, 2015........................... 0 0 0 0 0 0
September 25, 2016........................... 0 0 0 0 0 0
September 25, 2017........................... 0 0 0 0 0 0
September 25, 2018........................... 0 0 0 0 0 0
September 25, 2019........................... 0 0 0 0 0 0
September 25, 2020........................... 0 0 0 0 0 0
September 25, 2021........................... 0 0 0 0 0 0
September 25, 2022........................... 0 0 0 0 0 0
September 25, 2023........................... 0 0 0 0 0 0
September 25, 2024........................... 0 0 0 0 0 0
September 25, 2025........................... 0 0 0 0 0 0
September 25, 2026........................... 0 0 0 0 0 0
----- ----- ---- ---- ---- ----
Weighted Average
Life (years)*............................... 16.4 12.4 6.0 5.1 3.7 2.4
</TABLE>
- ------------------
* The weighted average life of a Certificate of any class is determined by (i)
multiplying the amount of each distribution in reduction of the related Class
Principal Balance by the number of years from the date of issuance of the
Certificate to the related Distribution Date, (ii) adding the results, and
(iii) dividing the original Class Principal Balance of the Certificate.
This table has been prepared based on the assumptions described above
(including the assumptions regarding the characteristics and performance of the
Mortgage Loans, which differ from the actual characteristics and performance
thereof) and should be read in conjunction therewith.
S-29
<PAGE>
PERCENT OF INITIAL CLASS PRINCIPAL BALANCE OUTSTANDING
AT THE FOLLOWING PERCENTAGES OF THE PREPAYMENT ASSUMPTION
<TABLE>
<CAPTION>
CLASS A-4
----------------------------------------------------
DISTRIBUTION DATE 0% 50% 100% 115% 150% 200%
- --------------------------------------------- ----- ----- ----- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage........................... 100 100 100 100 100 100
September 25, 1998........................... 100 100 100 100 100 100
September 25, 1999........................... 100 100 100 100 100 100
September 25, 2000........................... 100 100 100 100 100 33
September 25, 2001........................... 100 100 100 100 100 18
September 25, 2002........................... 100 100 100 100 58 0
September 25, 2003........................... 100 100 100 93 35 0
September 25, 2004........................... 100 100 98 69 23 0
September 25, 2005........................... 100 100 92 66 23 0
September 25, 2006........................... 100 100 76 55 22 0
September 25, 2007........................... 100 100 61 42 16 0
September 25, 2008........................... 100 100 47 31 9 0
September 25, 2009........................... 100 100 35 23 4 0
September 25, 2010........................... 100 100 26 15 1 0
September 25, 2011........................... 100 92 18 9 0 0
September 25, 2012........................... 100 35 3 0 0 0
September 25, 2013........................... 100 27 0 0 0 0
September 25, 2014........................... 100 20 0 0 0 0
September 25, 2015........................... 83 11 0 0 0 0
September 25, 2016........................... 49 3 0 0 0 0
September 25, 2017........................... 17 0 0 0 0 0
September 25, 2018........................... 15 0 0 0 0 0
September 25, 2019........................... 14 0 0 0 0 0
September 25, 2020........................... 12 0 0 0 0 0
September 25, 2021........................... 10 0 0 0 0 0
September 25, 2022........................... 8 0 0 0 0 0
September 25, 2023........................... 6 0 0 0 0 0
September 25, 2024........................... 3 0 0 0 0 0
September 25, 2025........................... 1 0 0 0 0 0
September 25, 2026........................... 0 0 0 0 0 0
----- ----- ----- ---- ---- ----
Weighted Average
Life (years)*............................... 19.7 15.5 11.1 9.6 6.5 3.2
<CAPTION>
CLASS A-5
------------------------------------------
DISTRIBUTION DATE 0% 50% 100% 115% 150% 200%
- --------------------------------------------- ----- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage........................... 100 100 100 100 100 100
September 25, 1998........................... 100 100 100 100 100 100
September 25, 1999........................... 100 100 100 100 100 100
September 25, 2000........................... 100 100 100 100 100 100
September 25, 2001........................... 99 93 89 89 89 92
September 25, 2002........................... 97 86 79 78 74 63
September 25, 2003........................... 94 76 65 61 54 37
September 25, 2004........................... 89 65 49 45 36 21
September 25, 2005........................... 75 41 21 18 17 10
September 25, 2006........................... 60 25 9 7 5 4
September 25, 2007........................... 49 15 4 2 1 0
September 25, 2008........................... 39 9 2 1 0 0
September 25, 2009........................... 29 5 1 0 0 0
September 25, 2010........................... 21 3 0 0 0 0
September 25, 2011........................... 14 1 0 0 0 0
September 25, 2012........................... 0 0 0 0 0 0
September 25, 2013........................... 0 0 0 0 0 0
September 25, 2014........................... 0 0 0 0 0 0
September 25, 2015........................... 0 0 0 0 0 0
September 25, 2016........................... 0 0 0 0 0 0
September 25, 2017........................... 0 0 0 0 0 0
September 25, 2018........................... 0 0 0 0 0 0
September 25, 2019........................... 0 0 0 0 0 0
September 25, 2020........................... 0 0 0 0 0 0
September 25, 2021........................... 0 0 0 0 0 0
September 25, 2022........................... 0 0 0 0 0 0
September 25, 2023........................... 0 0 0 0 0 0
September 25, 2024........................... 0 0 0 0 0 0
September 25, 2025........................... 0 0 0 0 0 0
September 25, 2026........................... 0 0 0 0 0 0
----- ---- ---- ---- ---- ----
Weighted Average
Life (years)*............................... 10.2 7.7 6.7 6.5 6.3 5.8
</TABLE>
- ------------------
* The weighted average life of a Certificate of any class is determined by (i)
multiplying the amount of each distribution in reduction of the related Class
Principal Balance by the number of years from the date of issuance of the
Certificate to the related Distribution Date, (ii) adding the results, and
(iii) dividing the original Class Principal Balance of the Certificate.
This table has been prepared based on the assumptions described above
(including the assumptions regarding the characteristics and performance of the
Mortgage Loans, which differ from the actual characteristics and performance
thereof) and should be read in conjunction therewith.
S-30
<PAGE>
PERCENT OF INITIAL CLASS PRINCIPAL BALANCE OUTSTANDING
AT THE FOLLOWING PERCENTAGES OF THE PREPAYMENT ASSUMPTION
<TABLE>
<CAPTION>
CLASS M-1 CLASS M-2
----------------------------------------- -----------------------------------------
DISTRIBUTION DATE 0% 50% 100% 115% 150% 200% 0% 50% 100% 115% 150% 200%
- --------------------------------------------- ----- ----- ---- ---- ---- ---- ----- ----- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Initial Percentage........................... 100 100 100 100 100 100 100 100 100 100 100 100
September 25, 1998........................... 100 100 100 100 100 100 100 100 100 100 100 100
September 25, 1999........................... 100 100 100 100 100 100 100 100 100 100 100 100
September 25, 2000........................... 100 100 100 100 100 100 100 100 100 100 100 100
September 25, 2001........................... 100 100 79 69 49 28 100 100 79 69 49 28
September 25, 2002........................... 100 100 62 51 33 16 100 100 62 51 33 16
September 25, 2003........................... 100 93 47 38 22 9 100 93 47 38 22 3
September 25, 2004........................... 100 80 36 28 15 1 100 80 36 28 15 0
September 25, 2005........................... 100 68 28 21 10 0 100 68 28 21 4 0
September 25, 2006........................... 100 58 21 15 4 0 100 58 21 15 0 0
September 25, 2007........................... 100 49 16 11 0 0 100 49 16 7 0 0
September 25, 2008........................... 100 41 12 7 0 0 100 41 9 0 0 0
September 25, 2009........................... 100 35 9 2 0 0 100 35 1 0 0 0
September 25, 2010........................... 100 28 4 0 0 0 100 28 0 0 0 0
September 25, 2011........................... 97 23 0 0 0 0 97 23 0 0 0 0
September 25, 2012........................... 40 9 0 0 0 0 40 1 0 0 0 0
September 25, 2013........................... 34 4 0 0 0 0 34 0 0 0 0 0
September 25, 2014........................... 28 0 0 0 0 0 28 0 0 0 0 0
September 25, 2015........................... 20 0 0 0 0 0 20 0 0 0 0 0
September 25, 2016........................... 12 0 0 0 0 0 9 0 0 0 0 0
September 25, 2017........................... 0 0 0 0 0 0 0 0 0 0 0 0
September 25, 2018........................... 0 0 0 0 0 0 0 0 0 0 0 0
September 25, 2019........................... 0 0 0 0 0 0 0 0 0 0 0 0
September 25, 2020........................... 0 0 0 0 0 0 0 0 0 0 0 0
September 25, 2021........................... 0 0 0 0 0 0 0 0 0 0 0 0
September 25, 2022........................... 0 0 0 0 0 0 0 0 0 0 0 0
September 25, 2023........................... 0 0 0 0 0 0 0 0 0 0 0 0
September 25, 2024........................... 0 0 0 0 0 0 0 0 0 0 0 0
September 25, 2025........................... 0 0 0 0 0 0 0 0 0 0 0 0
September 25, 2026........................... 0 0 0 0 0 0 0 0 0 0 0 0
----- ----- ---- ---- ---- ---- ----- ----- ---- ---- ---- ----
Weighted Average
Life (years)*............................... 16.0 10.5 6.7 5.9 4.8 4.1 15.9 10.4 6.5 5.8 4.6 3.9
<CAPTION>
CLASS B
-----------------------------------------
DISTRIBUTION DATE 0% 50% 100% 115% 150% 200%
- --------------------------------------------- ----- ----- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Initial Percentage........................... 100 100 100 100 100 100
September 25, 1998........................... 100 100 100 100 100 100
September 25, 1999........................... 100 100 100 100 100 100
September 25, 2000........................... 100 100 100 100 100 100
September 25, 2001........................... 100 100 76 64 41 16
September 25, 2002........................... 100 100 56 44 23 3
September 25, 2003........................... 100 92 39 29 10 0
September 25, 2004........................... 100 77 26 17 2 0
September 25, 2005........................... 100 63 16 8 0 0
September 25, 2006........................... 100 51 9 2 0 0
September 25, 2007........................... 100 41 3 0 0 0
September 25, 2008........................... 100 32 0 0 0 0
September 25, 2009........................... 100 25 0 0 0 0
September 25, 2010........................... 100 17 0 0 0 0
September 25, 2011........................... 96 11 0 0 0 0
September 25, 2012........................... 31 0 0 0 0 0
September 25, 2013........................... 24 0 0 0 0 0
September 25, 2014........................... 16 0 0 0 0 0
September 25, 2015........................... 8 0 0 0 0 0
September 25, 2016........................... 0 0 0 0 0 0
September 25, 2017........................... 0 0 0 0 0 0
September 25, 2018........................... 0 0 0 0 0 0
September 25, 2019........................... 0 0 0 0 0 0
September 25, 2020........................... 0 0 0 0 0 0
September 25, 2021........................... 0 0 0 0 0 0
September 25, 2022........................... 0 0 0 0 0 0
September 25, 2023........................... 0 0 0 0 0 0
September 25, 2024........................... 0 0 0 0 0 0
September 25, 2025........................... 0 0 0 0 0 0
September 25, 2026........................... 0 0 0 0 0 0
----- ----- ---- ---- ---- ----
Weighted Average
Life (years)*............................... 15.5 9.7 5.8 5.1 4.1 3.5
</TABLE>
- ------------------
* The weighted average life of a Certificate of any class is determined by (i)
multiplying the amount of each distribution in reduction of the related Class
Principal Balance by the number of years from the date of issuance of the
Certificate to the related Distribution Date, (ii) adding the results, and
(iii) dividing the original Class Principal Balance of the Certificate.
This table has been prepared based on the assumptions described above
(including the assumptions regarding the characteristics and performance of the
Mortgage Loans, which differ from the actual characteristics and performance
thereof) and should be read in conjunction therewith.
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<PAGE>
DESCRIPTION OF THE CERTIFICATES
The Certificates will be issued pursuant to the Agreement. The form of the
Agreement has been filed as an exhibit to the Registration Statement of which
this Prospectus Supplement and the Prospectus is a part. The following summaries
describe certain provisions of the 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 Agreement. Wherever particular sections or
defined terms of the Agreement are referred to, such sections or defined terms
are hereby incorporated herein by reference.
GENERAL
The Offered Certificates will be issued in denominations of $25,000 and
multiples of $1 in excess thereof and will evidence specified undivided
interests in the Trust. The property of the Trust will consist of, to the extent
provided in the Agreement: (i) the Mortgage Loans; (ii) payments on the Mortgage
Loans received on and after the Cut-Off Date; (iii) Mortgaged Properties
relating to the Mortgage Loans that are acquired by foreclosure or deed in lieu
of foreclosure; (iv) the Collection Account and the Distribution Account and
funds on deposit therein (excluding net earnings thereon); (v) rights under
certain hazard insurance policies covering the Mortgaged Properties; (v) the
Initial Interest Coverage Account and the Funding Account and funds on deposit
therein; and (vii) an assignment of the Depositor's rights under the Purchase
Agreement. Definitive Certificates (as defined below) will be transferable and
exchangeable at the corporate trust office of the Trustee, which will initially
act as Certificate Registrar. See '--Book-Entry Certificates' below. No service
charge will be made for any registration of exchange or transfer of
Certificates, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge.
The principal amount of a Class of Offered Certificates (other than the
Class A-IO Certificates) (each, a 'Class Principal Balance') on any Distribution
Date is equal to the applicable Class Principal Balance on the Closing Date
minus the sum of (a) the aggregate of amounts actually distributed as principal
to the holders of such Class of Offered Certificates and (b) in the case of a
Class of Subordinate Certificates, the Principal Write-Down Amount, if any,
allocated to such Class in reduction of the principal amount thereof as
described herein under '--Allocation of Losses.' On any date, the 'Aggregate
Class Principal Balance' is the aggregate of the Class Principal Balances of
each Class of Offered Certificates. With respect to the Class A-IO Certificates
and each of the first 36 Distribution Dates, the 'Notional Principal Balance'
thereof will be equal to the Class Principal Balance of the Class A-5
Certificates. With respect to the Class A-IO Certificates and each Distribution
Date after the 36th Distribution Date, the 'Notional Principal Balance' of the
Class A-IO Certificates will be equal to zero.
The Offered Certificates will be issued in the following Classes of
Certificates: Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-4 Certificates, Class A-5 Certificates and Class A-IO
Certificates (collectively, the 'Class A Certificates' or the 'Senior
Certificates'), the Class M-1 Certificates and Class M-2 Certificates
(collectively, the 'Class M Certificates'), the Class B Certificates (together
with the Class M Certificates, the 'Subordinate Certificates') and the Class R
Certificates. The Senior Certificates and the Subordinate Certificates are
collectively referred to herein as the 'Offered Certificates'. Only the Offered
Certificates are being offered hereby. Each Class of Offered Certificates
represents the right to receive payments of interest at the Certificate Rate for
such Class and payments of principal as described below.
The Person in whose name a Certificate is registered as such in the
Certificate Register is referred to herein as a 'Certificateholder.'
The 'Percentage Interest' represented by an Offered Certificate of a Class
as of any date of determination will be equal to the percentage obtained by
dividing the denomination of such Certificate by the Class Principal Balance for
the related Class as of the Cut-Off Date.
SEPARATE REMIC STRUCTURE
For federal income tax purposes, the Trust created by the Agreement will
include two segregated asset pools, each of which will be treated as a separate
REMIC. The assets of the Subsidiary REMIC will generally consist of the Mortgage
Loans. The assets of the Master REMIC will generally consist of uncertified
regular
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<PAGE>
interests issued by the Subsidiary REMIC, which will have an initial aggregate
principal balance that will correspond to the initial Principal Balance of the
Certificates.
BOOK-ENTRY CERTIFICATES
The Offered Certificates will be book-entry Certificates (the 'Book-Entry
Certificates'). Persons acquiring beneficial ownership interests in the Offered
Certificates ('Certificate Owners') will hold their Offered Certificates through
The Depository Trust Company ('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 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 Chase 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 representing Class Principal
Balances of $25,000 and in multiples of $1 in excess thereof. Except as
described below, no person acquiring a Book-Entry Certificate (each, a
'beneficial owner') will be entitled to receive a physical certificate
representing such Certificate (a 'Definitive Certificate'). Unless and until
Definitive Certificates are issued, it is anticipated that the only
'Certificateholder' of the Offered Certificates will be Cede & Co., as nominee
of DTC. Certificate Owners will not be Certificateholders as that term is used
in the Agreement. Certificate Owners are only permitted to exercise their rights
indirectly through Participants and DTC.
The beneficial owner's ownership of a Book-Entry Certificate will be
recorded on the records of the brokerage firm, bank, thrift institution or other
financial intermediary (each, a 'Financial Intermediary') that maintains the
beneficial owner's account for such purpose. In turn, the Financial
Intermediary's ownership of such Book-Entry Certificate will be recorded on the
records of DTC (or of a participating firm that acts as agent for the Financial
Intermediary, whose interest will in turn be recorded on the records of DTC, if
the beneficial owner's Financial Intermediary is not a DTC participant and on
the records of Cedel or Euroclear, as appropriate).
Certificate Owners will receive all distributions of principal of, and
interest on, the Offered Certificate 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 are similarly required to make
book-entry transfers and receive and transmit such distributions on behalf of
their respective Certificate Owners. Accordingly, although Certificate Owners
will not possess certificates, the Rules provide a mechanism by which
Certificate Owners will receive distributions and will be able to transfer their
interest.
Certificate Owners 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, Certificate Owners 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 Certificate Owners.
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
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<PAGE>
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 CONSIDERATIONS--Federal Income Tax Consequences to Foreign Investors'
and 'Backup Withholding' herein and 'GLOBAL CLEARANCE, SETTLEMENT AND TAX
DOCUMENTATION PROCEDURES--Certain U.S. Federal Income Tax Documentation
Requirements' in Annex I hereto.
Transfers between Participants will occur in accordance with DTC rules.
Transfers between 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,
regulations and procedures governing DTC and DTC participants as in effect from
time to time.
Cedel is incorporated under the laws of Luxembourg as a professional
depository. Cedel holds securities for its participating organizations ('Cedel
Participants') and facilitates the clearance and settlement of securities
transactions between Cedel Participants through electronic book-entry changes in
accounts of Cedel Participants, thereby eliminating the need for physical
movement of certificates. Transactions may be settled in Cedel in any of 28
currencies, including United States dollars. Cedel provides to its Cedel
Participants, among other things, services for safekeeping, administration,
clearance and settlement of internationally traded securities and securities
lending and borrowing. Cedel interfaces with domestic markets in several
countries. As a professional depository, Cedel is subject to regulation by the
Luxembourg Monetary Institute. Cedel participants are recognized financial
institutions around the world, including underwriters, securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations. Indirect access to Cedel is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a Cedel Participant, either directly or indirectly.
Euroclear was created in 1968 to hold securities for its participants
('Euroclear Participants') and to clear and settle transactions between
Euroclear Participants through simultaneous electronic book-entry delivery
against payment, thereby eliminating the need for physical movement of
certificates and any risk from lack of simultaneous transfers of securities and
cash. Transactions may be settled in any of 32 currencies, including United
States dollars. Euroclear includes various other services, including securities
lending and borrowing and interfaces with domestic markets in several countries
generally similar to the arrangements for cross-market transfers with DTC
described above. Euroclear is operated by the Brussels, Belgium office of Morgan
Guaranty Trust Company of New York (the 'Euroclear Operator'), under contract
with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the
'Cooperative'). All operations are conducted by the Euroclear Operator, and all
Euroclear securities clearance accounts and Euroclear cash accounts are accounts
with the
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<PAGE>
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 the 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
CONSIDERATIONS--Federal Income Tax Consequences to Foreign Investors' and
'Backup Withholding' herein. Because DTC can only act on behalf of Financial
Intermediaries, the ability of a beneficial owner to pledge Book-Entry
Certificates to persons or entities that do not participate in the Depository
system, or otherwise take actions in respect of such Book-Entry Certificates,
may be limited due to the lack of physical certificates for such Book-Entry
Certificates. In addition, issuance of the Book-Entry Certificates in book-entry
form may reduce the liquidity of such Certificates in the secondary market since
certain potential investors may be unwilling to purchase Certificates for which
they cannot obtain physical certificates.
Monthly and annual reports on the Trust will be provided to Cede & Co., as
nominee of DTC, and may be made available by Cede & Co. to beneficial owners
upon request, in accordance with the rules, regulations and procedures creating
and affecting the Depository, and to the Financial Intermediaries to whose DTC
accounts the Book-Entry Certificates of such beneficial owners are credited.
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
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,
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<PAGE>
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 Servicing
Termination (as defined herein), beneficial owners having Percentage Interests
aggregating not less than 51% of the aggregate Class Principal Balance of the
Book-Entry Certificates advise the Trustee and DTC through the Financial
Intermediaries and the DTC participants in writing that the continuation of a
book-entry system through DTC (or a successor thereto) is no longer in the best
interests of beneficial owners.
Upon the occurrence of any of the events described in the immediately
preceding paragraph, the Trustee will be required to notify all beneficial
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 Class A 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 Seller, 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.
ASSIGNMENT OF MORTGAGE LOANS
On the Closing Date the Depositor will transfer to the Trust all of its
right, title and interest in and to each Mortgage Loan, the related Mortgage
Notes, Mortgages and other related documents (collectively, the 'Related
Documents'), including all payments received on or with respect to each such
Mortgage Loan after the applicable Cut-Off Date. The Trustee, concurrently with
such transfer on the Closing Date, will deliver the Certificates to the
Depositor. Each Mortgage Loan transferred to the Trust will be identified on a
schedule (the 'Mortgage Loan Schedule') delivered to the Trustee pursuant to the
Agreement. Such schedule will include information such as the Principal Balance
of each Mortgage Loan as of the Cut-Off Date, its Loan Rate as well as other
information.
The Agreement will provide that, within the time period specified therein,
the Seller will deliver or cause to be delivered to the Trustee (or, a
custodian, as the Trustee's agent for such purpose) the Mortgage Loans endorsed
in blank and the Related Documents. In lieu of delivery of original mortgages,
if such original is not available, the Seller may deliver or cause to be
delivered true and correct copies thereof which have been certified as to
authenticity by the appropriate county recording office where such mortgage is
recorded.
Within 90 days of the Closing Date, the Trustee will review the Mortgage
Loans and the Related Documents pursuant to the Agreement and if any Mortgage
Loan or Related Document is found to be defective in any material respect and
such defect is not cured within 90 days following notification thereof to the
Seller by the Trustee, the Seller will be obligated to either (i) substitute for
such Mortgage Loan an Eligible Substitute Mortgage Loan; provided, however, such
substitution is permitted only within two years of the Closing Date and may not
be made unless an opinion of counsel is provided to the effect that such
substitution will not disqualify the Trust as a REMIC or result in a prohibited
transaction tax under the Code or (ii) purchase such Mortgage Loan at a price
(the 'Purchase Price') equal to the outstanding Principal Balance of such
Mortgage Loan as of the date of purchase, plus all accrued and unpaid interest
thereon, computed at the Loan Rate, plus the amount of any unreimbursed
Servicing Advances made by the Servicer. The Purchase Price will be deposited in
the Collection Account on or prior to the next succeeding Determination Date
after such obligation arises. The obligation of the Seller to repurchase or
substitute for a Defective Mortgage Loan is the sole remedy regarding any
defects in the Mortgage Loans and Related Documents available to the Trustee or
the Certificateholders.
In connection with the substitution of an Eligible Substitute Mortgage
Loan, the Seller will be required to deposit in the Collection Account on or
prior to the next succeeding Determination Date after such obligation
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<PAGE>
arises an amount (the 'Substitution Adjustment') equal to the excess of the
Principal Balance of the related Defective Mortgage Loan over the Principal
Balance of such Eligible Substitute Mortgage Loan.
An 'Eligible Substitute Mortgage Loan' is a mortgage loan substituted by
the Seller for a Defective Mortgage Loan which must, on the date of such
substitution, (i) have an outstanding Principal Balance (or in the case of a
substitution of more than one Mortgage Loan for a Defective Mortgage Loan, an
aggregate Principal Balance), not in excess of, and not more than 5% less than,
the Principal Balance of the Defective Mortgage Loan; (ii) have a Loan Rate not
less than the Loan Rate of the Defective Mortgage Loan and not more than 1% in
excess of the Loan Rate of such Defective Mortgage Loan; (iii) have a mortgage
of the same or higher level of priority as the mortgage relating to the
Defective Mortgage Loan; (iv) have a remaining term to maturity not more than
six months earlier and not later than the remaining term to maturity of the
Defective Mortgage Loan; (v) comply with each representation and warranty as to
the Mortgage Loans set forth in the Agreement (deemed to be made as of the date
of substitution); and (vi) satisfy certain other conditions specified in the
Agreement.
The Seller will make certain representations and warranties as to the
accuracy in all material respects of certain information furnished to the
Trustee with respect to each Mortgage Loan (e.g., Cut-Off Date Principal Balance
and the Loan Rate). In addition, the Seller will represent and warrant, on the
Closing Date, that, among other things: (i) at the time of transfer to the
Depositor, the Seller has transferred or assigned all of its right, title and
interest in each Mortgage Loan and the Related Documents, free of any lien; and
(ii) each Mortgage Loan complied, at the time of origination, in all material
respects with applicable state and federal laws. Upon discovery of a breach of
any such representation and warranty which materially and adversely affects the
interests of the Certificateholders in the related Mortgage Loan and Related
Documents, the Seller will have a period of 60 days after discovery or notice of
the breach to effect a cure. If the breach cannot be cured within the 60-day
period, the Seller will be obligated to (i) substitute for such Defective
Mortgage Loan an Eligible Substitute Mortgage Loan or (ii) purchase such
Defective Mortgage Loan from the Trust. The same procedure and limitations that
are set forth above for the substitution or purchase of Defective Mortgage Loans
as a result of deficient documentation relating thereto will apply to the
substitution or purchase of a Defective Mortgage Loan as a result of a breach of
a representation or warranty in the Agreement that materially and adversely
affects the interests of the Certificateholders.
Mortgage Loans required to be transferred to the Seller as described in the
preceding paragraphs are referred to as 'Defective Mortgage Loans.'
Pursuant to the Agreement, the Servicer will service and administer the
Mortgage Loans as more fully set forth below.
PAYMENTS ON MORTGAGE LOANS; DEPOSITS TO COLLECTION ACCOUNT AND DISTRIBUTION
ACCOUNT
The Servicer shall establish and maintain in the name of the Trustee a
separate trust account (the 'Collection Account') for the benefit of the holders
of the Certificates. The Collection Account will be an Eligible Account (as
defined herein). Subject to the investment provision described in the following
paragraphs, upon receipt by the Servicer of amounts in respect of the Mortgage
Loans (excluding amounts representing the Servicing Fee, reimbursement for
Monthly Advances and Servicing Advances and insurance proceeds to be applied to
the restoration or repair of a Mortgaged Property or similar items), the
Servicer will deposit such amounts in the Collection Account. Amounts so
deposited may be invested in Eligible Investments (as described in the
Agreement) maturing no later than one Business Day prior to the date on which
the amount on deposit therein is required to be deposited in the Distribution
Account or on such Distribution Date if approved by the Rating Agencies.
The Trustee will establish an account (the 'Distribution Account') into
which will be deposited amounts withdrawn from the Collection Account for
distribution to Certificateholders on a Distribution Date. The Distribution
Account will be an Eligible Account. Amounts on deposit therein may be invested
in Eligible Investments maturing on or before the Business Day prior to the
related Distribution Date.
An 'Eligible Account' is a segregated account that is (i) maintained with a
depository institution whose debt obligations at the time of any deposit therein
have the highest short-term debt rating by the Rating Agencies and whose
accounts are fully insured by either the Savings Association Insurance Fund
('SAIF') or the Bank
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<PAGE>
Insurance Fund ('BIF') of the Federal Deposit Insurance Corporation established
by such fund with a minimum long-term unsecured debt rating of, 'A' by Standard
& Poor's, and which is any of (a) a federal savings and loan association duly
organized, validly existing and in good standing under the applicable banking
laws of any state, (b) an institution duly organized, validly existing and in
good standing under the applicable banking laws of any state, (c) a national
banking association duly organized, validly existing and in good standing under
the federal banking laws or (d) a principal subsidiary of a bank holding
company, (ii) a segregated trust account maintained with the corporate trust
department of a federal or state chartered depository institution or trust
company, having capital and surplus of not less than $50,000,000, acting in its
fiduciary capacity or (iii) otherwise acceptable to each Rating Agency as
evidenced by a letter from each Rating Agency to the Trustee, without reduction
or withdrawal of their then current ratings of the Certificates.
Eligible Investments are specified in the Agreement and are limited to
investments which meet the criteria of the Rating Agencies from time to time as
being consistent with their then current ratings of the Certificates.
ADVANCES
Not later than two Business Days prior to each Distribution Date, the
Servicer will remit to the Trustee for deposit in the Distribution Account an
amount, to be distributed on the related Distribution Date, equal to the sum of
the interest accrued on each Mortgage Loan through the related due date for such
Mortgage Loan but not received by the Servicer as of the close of business on
the related Determination Date (net of the Servicing Fee) (the 'Monthly
Advance'). Such obligation of the Servicer continues with respect to each
Mortgage Loan until such Mortgage Loan becomes a Liquidated Mortgage Loan.
In the course of performing its servicing obligations, the Servicer will
pay all reasonable and customary 'out-of-pocket' costs and expenses incurred in
the performance of its servicing obligations, including, but not limited to, the
cost of (i) the preservation, restoration and protection of the Mortgaged
Properties, (ii) any enforcement or judicial proceedings, including
foreclosures, and (iii) the management and liquidation of Mortgaged Properties
acquired in satisfaction of the related Mortgage. Each such expenditure will
constitute a 'Servicing Advance'.
The Servicer's right to reimbursement for Servicing Advances is limited to
late collections on the related Mortgage Loan, including Liquidation Proceeds,
released mortgaged property proceeds, Insurance Proceeds and such other amounts
as may be collected by the Servicer from the related Mortgagor or otherwise
relating to the Mortgage Loan in respect of which such unreimbursed amounts are
owed. The Servicer's right to reimbursement for Monthly Advances shall be
limited to late collections of interest on any Mortgage Loan and to Liquidation
Proceeds and Insurance Proceeds on the related Mortgage Loan. The Servicer's
right to such reimbursements is prior to the rights of Certificateholders.
Notwithstanding the foregoing, the Servicer is not required to make any
Monthly Advance or Servicing Advance if in the good faith judgment and sole
discretion of the Servicer, the Servicer determines that such advance will not
be ultimately recoverable from collections received from the Mortgagor in
respect of the related Mortgage Loan or other recoveries in respect of such
Mortgage Loan (a 'Nonrecoverable Advance'). However, if any Servicing Advance or
Monthly Advance is determined by the Servicer to be nonrecoverable from such
sources, the amount of such Nonrecoverable Advance may be reimbursed to the
Servicer from other amounts on deposit in the Collection Account.
DISTRIBUTION DATES
On each Distribution Date, the holders of the Offered Certificates will be
entitled to receive, from amounts then on deposit in the Distribution Account,
to the extent of funds available therefor in accordance with the priorities and
in the amounts described below under '--Priority of Distributions,' an aggregate
amount equal to the sum of (a) the Class Interest Distribution for each Class of
Offered Certificates and (b) the Principal Distribution Amount. Distributions
will be made (i) in immediately available funds to holders of Offered
Certificates holding Certificates, the aggregate principal balance of which is
at least $1,000,000, by wire transfer or otherwise, to the account of such
Certificateholder at a domestic bank or other entity having appropriate
facilities therefor, if such Certificateholder has so notified the Trustee in
accordance with the Agreement, or
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(ii) by check mailed to the address of the person entitled thereto as it appears
on the register (the 'Certificate Register') maintained by the Trustee as
registrar (the 'Certificate Registrar').
DEPOSITS TO THE DISTRIBUTION ACCOUNT
No later than two Business Days prior to each Distribution Date, the
following amounts in respect of the previous Due Period shall be deposited into
the Distribution Account and shall constitute the 'Available Funds' for such
Distribution Date: (i) payments of principal and interest on the Mortgage Loans
(net of amounts representing the Servicing Fee with respect to each Mortgage
Loan and reimbursement for related Monthly Advances and Servicing Advances);
(ii) Net Liquidation Proceeds and Insurance Proceeds with respect to the
Mortgage Loans (net of amounts applied to the restoration or repair of a
Mortgaged Property); (iii) the Purchase Price for repurchased Defective Mortgage
Loans with respect to the Mortgage Loans and any related Substitution Adjustment
Amounts; and (iv) payments from the Servicer in connection with (a) Monthly
Advances, (b) Prepayment Interest Shortfalls and (c) the termination of the
Trust with respect to the Mortgage Loans as provided in the Agreement.
PRIORITY OF DISTRIBUTIONS
On each Distribution Date the Trustee shall withdraw from the Distribution
Account the Available Funds, and make the following disbursements and transfers
as described below and to the extent of Available Funds:
(i) to the Trustee, the Trustee fee for such Distribution Date;
(ii) to the holders of each Class of Offered Certificates in the
following order of priority:
(a) to each Class of Class A Certificates the aggregate of the
related Class Interest Distributions, pro rata, based on the amount of
interest which each such Class is entitled to receive on such
Distribution Date;
(b) to the Class M-1 Certificates the related Class Monthly
Interest Distributable Amount; and
(c) to the Class M-2 Certificates the related Class Monthly
Interest Distributable Amount; and
(d) to the Class B Certificates the related Class Monthly Interest
Distributable Amount;
(iii) A. on each Distribution Date (a) before the Stepdown Date or (b)
with respect to which a Trigger Event is in effect, to the
holders of the Class or Classes of Class A Certificates then
entitled to distributions of principal as set forth below, an
amount equal to the Principal Distribution Amount in the
following order of priority:
(x) to the Class A-5 Certificateholders, the Class A-5
Principal Distribution Amount; and
(y) the balance of the Principal Distribution Amount for such
Distribution Date, sequentially, to the Class A-1, Class
A-2, Class A-3, Class A-4 and Class A-5
Certificateholders, in that order, until the Class
Principal Balance of each such Class of Class A
Certificates has been reduced to zero;
B. on each Distribution Date (a) on or after the Stepdown Date
and (b) as long as a Trigger Event is not in effect, to the
holders of the Class or Classes of Offered Certificates then
entitled to distribution of principal an amount equal to in
the aggregate the Principal Distribution Amount in the
following amounts and order of priority:
(a) the lesser of (x) the Principal Distribution Amount and (y) the
Class A Principal Distribution Amount in the following order of
priority:
(1) to the Class A-5 Certificateholders, the Class A-5 Principal
Distribution Amount; and
(2) the balance of the amount specified in (a) for such
Distribution Date sequentially, to the Class A-1, Class A-2, Class
A-3, Class A-4 and Class A-5 Certificateholders, in that order, until
the Class Principal Balance of each Class of Class A Certificates has
been reduced to zero;
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<PAGE>
(b) the lesser of (x) the excess of (i) the Principal Distribution
Amount over (ii) the amount distributed to the Class A
Certificateholders in clause (iii) B. (a) above and (y) the Class M-1
Principal Distribution Amount to the Class M-1 Certificateholders, until
the Class M-1 Principal Balance has been reduced to zero;
(c) the lesser of (x) the excess of (i) the Principal Distribution
Amount over (ii) the sum of the amounts distributed to the Class A
Certificateholders in clause (iii) B. (a) above and, to the Class M-1
Certificateholders in clause (iii) B. (b) above and (y) the Class M-2
Principal Distribution Amount to the Class M-2 Certificateholders, until
the Class M-2 Principal Balance has been reduced to zero;
(d) the lesser of (x) the excess of (i) the Principal Distribution
Amount over (ii) the sum of the amounts distributed to the Class A
Certificateholders in clause (iii) B. (a), the amount distributed to the
Class M-1 Certificateholders in clause (iii) B. (b) and the amount
distributed to the Class M-2 Certificateholders in clause (iii) B. (c)
above and (y) the Class B Principal Distribution Amount to the Class B
Certificateholders, until the Class B Principal Balance has been reduced
to zero;
(iv) to the Servicer, the amount of any accrued and unpaid Servicing
Fee;
(v) to the Servicer, the amount of Nonrecoverable Advances not
previously reimbursed;
(vi) any amounts remaining after the distributions in clauses (i)
through (v) above shall be distributed in the following order of priority:
(a) to fund the Extra Principal Distribution Amount for such
Distribution Date to be paid as a component of the Principal
Distribution Amount in the same order of priority described in clause
(iii) above;
(b) to holders of the Class M-1 Certificates the Class Interest
Carryover Shortfall, if any;
(c) to the holders of the Class M-1 Certificates as reimbursement
for Principal Write-Down Amounts previously allocated thereto;
(d) to holders of the Class M-2 Certificates the Class Interest
Carryover Shortfall, if any;
(e) to the holders of the Class M-2 Certificates as reimbursement
for Principal Write-Down Amounts previously allocated thereto;
(f) to the Class B Certificates the Class Interest Carryover
Shortfall, if any;
(g) to the holders of the Class B Certiifcates as reimbursement for
Principal Write-Down Amounts previously allocated thereto; and
(vii) to the Class R Certificateholders, the balance.
Notwithstanding the foregoing, on any Distribution Date on or after the
date on which the Class Principal Balances of all Classes of Subordinate
Certificates have been reduced to zero, distributions in respect of the
Principal Distribution Amount shall be made to all Classes of Class A
Certificates pro rata based on their respective Class Principal Balances.
THE CERTIFICATE RATE
The 'Certificate Rate' on any Distribution Date: with respect to the Class
A-1 Certificates is 6.59% per annum; with respect to: the Class A-2 Certificates
is 6.49% per annum; the Class A-3 Certificates is 6.77% per annum; the Class A-4
Certificates is the lesser of (a) 7.03% per annum and (b) the Maximum Rate for
such Distribution Date; the Class A-5 Certificates is the lesser of (a) 6.71%
per annum and (b) the Maximum Rate for such Distribution Date; the Class A-IO
Certificates is 6.00% per annum; the Class M-1 Certificates is the lesser of (a)
6.92% per annum and (b) the Maximum Rate for such Distribution Date; the Class
M-2 Certiifcates is the lesser of (a) 7.12% per annum and (b) the Maximum Rate
for such Distribution Date; the Class B Certificates is the lesser of (a) 7.38%
per annum and (b) the Maximum Rate for such Distribution Date. With respect to
any Distribution Date, the 'Maximum Rate' shall equal the average of the Loan
Rates (minus the sum of the Servicing Fee Rate and the rate at which the Trustee
Fee is calculated) for each Mortgage Loan weighted on the
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basis of the related Principal Balance of each such Mortgage Loan as of the
first day of the month preceding the month of such Distribution Date minus the
product of 6.00% and a fraction, the numerator of which is the Notional
Principal Balance of the Class A-IO Certificates and the denominator of which is
the Pool Principal Balance as of the beginning of the related Due Period.
The 'Interest Period' means, with respect to each Distribution Date and the
Offered Certificates, the period from and including the first day of the
calendar month preceding the month of such Distribution Date through and
including the last day of such calendar month. Interest on the Offered
Certificates in respect of any Distribution Date will accrue during the related
Interest Period on the basis of a 360-day year consisting of twelve 30-day
months.
INTEREST
On each Distribution Date, to the extent of funds available therefor in
accordance with the priorities described above under '--Priorities of
Distributions,' interest will be distributed to each Class of Offered
Certificates in an amount equal to the related Class Interest Distribution. For
each Distribution Date and each Class of Offered Certificates, the 'Class
Interest Distribution' is the sum of (a) interest at the related Certificate
Rate that accrued during the related Interest Period on the related Class
Principal Balance or Notional Principal Balance, as applicable, immediately
prior to such Distribution Date (the 'Class Monthly Interest Distributable
Amount') and (b) any Class Interest Carryover Shortfall. As to any Distribution
Date and Class of Offered Certificates, the 'Class Interest Carryover Shortfall'
is the sum of (a) the excess of the sum of (A) the related Class Monthly
Interest Distributable Amount for the preceding Distribution Date and (B) any
outstanding Class Interest Carryover Shortfall with respect to such Class on
such preceding Distribution Date, over the amount in respect of interest that is
actually distributed to such Class on such preceding Distribution Date plus (b)
interest on such excess, to the extent permitted by law, at the related
Certificate Rate for the related Interest Period.
On each Distribution Date, the Class Interest Distribution for each Class
of Senior Certificates will be distributed on an equal priority and any
shortfall in the amount required to be distributed as interest thereon to each
such Class will be allocated between such Classes pro rata based on the amount
which would have been distributed to each such Class in the absence of such
shortfall.
PRINCIPAL
On each Distribution Date, to the extent of funds available therefor, in
accordance with the priorities described above under '--Priorities of
Distributions,' principal will be distributed to the holders of Offered
Certificates then entitled to distributions of principal in an amount equal to
the lesser of (A) the Aggregate Class Principal Balance and (B) the Principal
Distribution Amount for such Distribution Date. 'Principal Distribution Amount'
means, with respect to any Distribution Date, the sum of (i) the Basic Principal
Distribution Amount for such Distribution Date and (ii) the Extra Principal
Distribution Amount for such Distribution Date.
'Principal Remittance Amount' means, with respect to any Distribution Date,
to the extent of funds available therefor as described herein the amount equal
to the sum of the following amounts (without duplication) with respect to the
immediately preceding Due Period (as defined below): (i) each payment of
principal on a Mortgage Loan received by the Servicer during such Due Period,
including all full and partial principal prepayments, (ii) the Net Liquidation
Proceeds allocable to principal actually collected by the Servicer during the
related Due Period, (iii) the portion of the Purchase Price allocable to
principal of all repurchased Defective Mortgage Loans with respect to such Due
Period, (iv) any Substitution Adjustment Amounts received on or prior to the
previous Determination Date and not yet distributed, and (v) with respect to the
Distribution Date immediately following the Funding Period, the amount, if any,
transferred from the Pre-Funding Account into the Distribution Account
(exclusive of any reinvestment earnings).
The 'Class A-5 Principal Distribution Amount' for any Distribution Date
will be the product of (i) the applicable Class A-5 Principal Payment Percentage
for such Distribution Date and (ii) the Class A-5 Pro Rata Principal
Distribution Amount for such Distribution Date.
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<PAGE>
The 'Class A-5 Principal Payment Percentage' for each Distribution Date
shall be as follows:
<TABLE>
<CAPTION>
PRINCIPAL PAYMENT
DISTRIBUTION DATES PERCENTAGE
- ----------------------------------------------------------------- -----------------
<S> <C>
October 1997 - September 2000.................................... 0%
October 2000 - September 2002.................................... 45%
October 2002 - September 2003.................................... 80%
October 2003 - September 2004.................................... 100%
October 2004 and thereafter...................................... 300%
</TABLE>
The 'Class A-5 Pro Rata Principal Distribution Amount' for any Distribution
Date will be an amount equal to the product of (x) a fraction, the numerator of
which is the Class Principal Balance of the Class A-5 Certificates immediately
prior to such Distribution Date and the denominator of which is the aggregate
Class Principal Balance of all Classes of the Class A Certificates immediately
prior to such Distribution Date and (y) the Class A Principal Distribution
Amount for such Distribution Date.
A 'Trigger Event' has occurred on a Distribution Date if the three-month
rolling average of Mortgage Loans which are 60 or more days delinquent equals or
exceeds one-half of the Senior Enhancement Percentage.
'Stepdown Date' means the earlier to occur of (i) the later to occur of (x)
the Distribution Date in October 2000 and (y) the first Distribution Date on
which the Senior Enhancement Percentage (after taking into account distributions
of principal on such Distribution Date) is greater than or equal to the Senior
Specified Enhancement Percentage and (ii) the Distribution Date on which the
aggregate Class Principal Balance of the Class A Certificates has been reduced
to zero.
'Class A Principal Distribution Amount' means as of any Distribution Date
(a) prior to the Stepdown Date or with respect to which a Trigger Event is in
effect, the lesser of (i) 100% of the Principal Distribution Amount and (ii) the
aggregate Class Principal Balance of the Class A Certificates and (b) on or
after the Stepdown Date and as long as a Trigger Event is not in effect, the
positive difference, if any, of the excess of (x) the aggregate Class Principal
Balance of the Class A Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (i) approximately 79% and (ii) the
outstanding Principal Balance of the Mortgage Loans as of the last day of the
related Due Period and (B) the aggregate outstanding Principal Balance of the
Mortgage Loans as of the last day of the related Due Period minus $1,025,000.
'Class M-1 Principal Distribution Amount' means as of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,
the positive difference, if any, of the excess of (x) the sum of (i) the
aggregate Class Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date) and (ii) the Class Principal Balance of the Class M-1
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) approximately 87.9% and (ii) the outstanding Principal
Balance of the Mortgage Loans as of the last day of the related Due Period and
(B) the aggregate outstanding Principal Balance of the Mortgage Loans as of the
last day of the related Due Period minus $1,025,000.
'Class M-2 Principal Distribution Amount' means as of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,
the positive difference, if any, of the excess of (x) the sum of (i) the
aggregate Class Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Class Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date) and (iii) the Class Principal
Balance of the Class M-2 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) approximately 92.5% and (ii)
the outstanding aggregate Principal Balance of the Mortgage Loans as of the last
day of the related Due Period and (B) the aggregate outstanding Principal
Balance of the Mortgage Loans as of the last day of the related Due Period minus
$1,025,000.
'Class B Principal Distribution Amount' means as of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,
the positive difference, if any, of the excess of (x) the sum of (i) the
aggregate Class Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Class Principal Balance of the
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Class M-1 Certificates (after taking into account the payment of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Class
Principal Balance of the Class M-2 Certificates (after taking into account the
payment of the Class M-2 Principal Distribution Amount on such Distribution
Date), and (iv) the Class Principal Balance of the Class B Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) approximately 99% and (ii) the outstanding aggregate Principal
Balance of the Mortgage Loans as of the last day of the related Due Period and
(B) the aggregate outstanding Principal Balance of the Mortgage Loans as of the
last day of the related Due Period minus $1,025,000.
'Overcollateralization Amount' means as of any Distribution Date the
excess, if any, of (x) the Pool Principal Balance as of the last day of the
immediately preceding Due Period over (y) the aggregate Class Principal Balance
of all Classes of Offered Certificates (after taking into account all
distributions of principal on such Distribution Date).
'Senior Enhancement Percentage' for any Distribution Date is the percentage
obtained by dividing (x) the sum of (i) the aggregate Class Principal Balance of
the Subordinate Certificates and (ii) the Overcollateralization Amount, in each
case after taking into account the distribution of the Principal Distribution
Amount on such Distribution Date by (y) the aggregate Principal Balance of the
Mortgage Loans as of the last day of the related Due Period.
'Senior Specified Enhancement Percentage' on any date of determination
thereof means 21%.
'Extra Principal Distribution Amount' means, as of any Distribution Date,
the lesser of (x) the Monthly Excess Interest Amount for such Distribution Date
and (y) the Overcollateralization Deficiency for such Distribution Date.
'Monthly Excess Interest Amount' for any Distribution Date is that portion
of Available Funds remaining after all distributions required to be made
pursuant to clauses (i) through (v) above under 'Priority of Distributions.'
'Overcollateralization Deficiency' means, as of any Distribution Date, the
excess, if any, of (x) the Targeted Overcollateralization Amount for such
Distribution Date over (y) the Overcollateralization Amount for such
Distribution Date, calculated for this purpose after taking into account the
reduction on such Distribution Date of the Class Principal Balance of all
Classes of the Offered Certificates resulting from the distribution of the Basic
Principal Distribution Amount on such Distribution Date, but prior to taking
into account any Principal Write-Down Amounts on such Distribution Date.
'Targeted Overcollateralization Amount' means $1,025,000.
'Basic Principal Distribution Amount' means, with respect to any
Distribution Date, the excess of (i) the Principal Remittance Amount for such
Distribution Date over (ii) the Overcollateralization Release Amount, if any,
for such Distribution Date.
'Overcollateralization Release Amount' means, with respect to any
Distribution Date after the Stepdown Date on which a Trigger Event is not in
effect, the lesser of (x) the Principal Remittance Amount for such Distribution
Date and (y) the excess, if any, of (i) the Overcollateralization Amount for
such Distribution Date, assuming that 100% of the Principal Remittance Amount is
applied to as a principal payment on the Offered Certificates on such
Distribution Date over (ii) the Targeted Overcollateralization Amount for such
Distribution Date.
'Due Period' means, with respect to any Determination Date or Distribution
Date, the calendar month immediately preceding such Determination Date or
Distribution Date, as the case may be.
A 'Liquidated Mortgage Loan' as to any Distribution Date, is a Mortgage
Loan with respect to which the Servicer has determined, in accordance with the
servicing procedures specified in the Agreement, as of the end of the preceding
Due Period, that all Liquidation Proceeds which it expects to recover with
respect to such Mortgage Loan have been recovered.
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<PAGE>
CREDIT ENHANCEMENT
The credit enhancement consists of the subordination of the Subordinate
Certificates to the Senior Certificates, the further subordination of each other
Class of the Subordinate Certificates that is junior in priority of
distribution, the priority of the application of the Principal Write-Down
Amounts and the overcollateralization provisions of the Trust as described
herein.
The rights of the Subordinate Certificateholders to receive distributions
with respect to the Mortgage Loans will be subordinated, to the extent described
herein, to such rights of the Senior Certificateholders. This subordination is
intended to enhance the likelihood of regular receipt by the Senior
Certificateholders of the full amount of their scheduled monthly payment of
interest and principal and to afford such Certificateholders protection against
Realized Losses.
The protection afforded to the Senior Certificateholders by means of the
subordination of the Subordinate Certificates will be accomplished by the
preferential right of the Senior Certificateholders to receive, prior to any
distribution being made on a Distribution Date in respect of such Subordinate
Certificates, the amounts of interest due them and principal available for
distribution on such Distribution Date and, if necessary, by the right of the
Senior Certificateholders to receive future distributions of amounts that would
otherwise be payable to such Subordinate Certificateholders.
In addition, the rights of the Class M-2 and Class B Certificateholders to
receive distributions will be subordinated, to the extent described herein, to
such rights of the Senior Certificateholders and the Class M-1
Certificateholders, this subordination is intended to enhance the likelihood of
regular receipt by the holders of the Senior Certificates and the Class M-1
Certificates of the amount of interest due them and principal available for
distribution and to afford such Certificateholders with protection against
losses.
The rights of the Class B Certificateholders to receive distributions will
be subordinated in the same manner to such rights of the Senior
Certificateholders, the Class M-1 Certificateholders and the Class M-2
Certificateholders. This subordination is intended to enhance the likelihood of
regular receipt by the holders of the Senior Certificates, the Class M-1
Certificates and the Class M-2 Certificates of the amount of interest due them
and principal available for distribution and to afford such Certificateholders
with protection against losses.
ALLOCATION OF LOSSES
If a Mortgage Loan becomes a Liquidated Mortgage Loan during a Due Period,
the Net Liquidation Proceeds relating thereto and allocated to principal may be
less than the Principal Balance of such Mortgage Loan. The amount of such
insufficiency is a 'Realized Loss.' Realized Losses will, in effect, be absorbed
first by the Class R Certificates (through the application of the Monthly Excess
Interest Amount to fund such deficiency and through a reduction in the
Overcollateralization Amount).
If, after giving effect to the distribution of the Principal Distribution
Amount on any Distribution Date the Aggregate Class Principal Balance exceeds
the Pool Principal Balance as of the end of the related Due Period, such excess
will be applied as follows (i) in reduction of the Class B Principal Balance
until the Class B Principal Balance is reduced to zero; (ii) then in reduction
of the Class M-2 Principal Balance until the Class M-2 Principal Balance is
reduced to zero; and (iii) then in reduction of the Class M-1 Principal Balance
until the Class M-1 Principal Balance is reduced to zero. Any allocation of such
excess in reduction of a Class Principal Balance is referred to as a 'Principal
Write-Down Amount.' Any such reduction of a Class Principal Balance will not be
reversed or reinstated. However, on future Distribution Dates,
Certificateholders of the related Class may receive amounts in respect of prior
reductions in the related Class Principal Balances as described above to the
extent of excess collections remaining after payments described in clauses (i)
through (vi) (a) above under '--Priority of Distributions.' Such subsequent
payments will be applied in the reverse of the order set forth above.
OVERCOLLATERALIZATION PROVISIONS
The Agreement requires that, on each Distribution Date, the excess interest
will be applied on such Distribution Date as an accelerated payment of principal
on the Class or Classes of Offered Certificates then entitled to a distribution
of the Principal Distribution Amount. This has the effect of accelerating the
amortization of the Offered Certificates relative to the amortization of the
Mortgage Loans.
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The required level of overcollateralization will be satisfied as of each
Distribution Date when the aggregate of the Principal Balances of the Mortgage
Loans at the end of the related Due Period plus amounts, if any, on deposit in
the Pre-Funding Account exceeds the related Aggregate Class Principal Balance by
an amount equal to the Targeted Overcollateralization Amount.
INITIAL INTEREST COVERAGE ACCOUNT
On the Closing Date, cash will be deposited in a trust account (the
'Initial Interest Coverage Account') in the name of the Trustee on behalf of the
Trust. The amount on deposit in the Initial Interest Coverage Account will be
used by the Trustee to fund certain interest shortfalls on the first
Distribution Date. Amounts remaining in the Initial Interest Coverage Account
after the first Distribution Date and not used for such purposes are required to
be paid to the Seller. The Initial Interest Coverage Account will terminate
immediately following the first Distribution Date.
Amounts on deposit in the Initial Interest Coverage Account will be
invested in Eligible Investments. The Initial Interest Coverage Account will not
be an asset of the REMIC. Any reinvestment income earned on the Initial Interest
Coverage Account will be taxable to the Seller.
FUNDING ACCOUNT
On the Closing Date, it is expected that approximately $978,378.85 of
Subsequent Mortgage Loans will be transferred to the Trust. See 'DESCRIPTION OF
THE CERTIFICATES--Conveyance of Subsequent Mortgage Loans.' In the event that
less than such amount of Subsequent Mortgage Loans is transferred to the Trust,
an aggregate cash amount equal to the excess of $978,378.85 over the aggregate
Cut-Off Date Principal Balance of the related Subsequent Mortgage Loans will be
deposited by the Seller in an account which will be in the name of, and
maintained by, the Trustee on behalf of the Trust (the 'Funding Account'). Such
amounts, if any, on deposit in the Funding Account will be tranferred by the
Trustee on the first Distribution Date into the Distribution Account, and will
be distributed as a principal prepayment to Certificateholders then entitled to
distributions of principal. Amounts on deposit in the Funding Account will be
invested in Eligible Investments. Any reinvestment income earned on amounts on
deposit in the Funding Account will be taxable to the Seller. The Funding
Account will terminate immediately after the first Distribution Date. The
Funding Account will be an asset of the Trust; however, the REMIC election will
not be made with respect to the Funding Account.
REPORTS TO CERTIFICATEHOLDERS
Concurrently with each distribution to the Certificateholders, the Trustee
will forward each Certificateholder a statement (based solely on information
received from the Servicer) setting forth among other items with respect to each
Distribution Date:
(i) the aggregate amount of the distribution to each Class of
Certificateholders on such Distribution Date;
(ii) the amount of distribution set forth in paragraph (i) above in
respect of interest and the amount thereof in respect of any Class Interest
Carryover Shortfall, and the amount of any Class Interest Carryover
Shortfall remaining;
(iii) the amount of distribution set forth in paragraph (i) above in
respect of principal;
(iv) the Servicing Fee;
(v) the Pool Principal Balance, as of the close of business on the
last day of the preceding Due Period;
(vi) the Aggregate Class Principal Balance and the Class Principal
Balance of each Class of Certificates, in each case after giving effect to
payments allocated to principal above;
(vii) the Overcollateralization Amount as of the close of business on
the Distribution Date, after giving effect to distributions of principal on
such Distribution Date;
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(viii) the number and aggregate Principal Balances of the Mortgage
Loans as to which the minimum monthly payment is delinquent for 30-59 days,
60-89 days and 90 or more days, respectively, as of the end of the
preceding Due Period;
(ix) the book value of any real estate which is acquired by the Trust
through foreclosure or grant of deed in lieu of foreclosure;
(x) the aggregate amount of prepayments received on the Mortgage Loans
during the previous Due Period;
(xi) the weighted average Loan Rate on the Mortgage Loans as of the
first day of the month prior to the Distribution Date;
(xii) the Principal Write-Down Amount, if any, for each Class of
Subordinate Certificates;
(xiii) whether a Trigger Event has occurred or is continuing; and
(xiv) the amount of any Extra Principal Distribution Amount.
In the case of information furnished pursuant to clauses (ii) and (iii)
above, the amounts shall be expressed as a dollar amount per Certificate with a
$1,000 denomination.
Within 60 days after the end of each calendar year, the Trustee will
forward to each Person, if requested in writing by such Person, who was a
Certificateholder during the prior calendar year a statement containing the
information set forth in clauses (ii) and (iii) above aggregated for such
calendar year.
LAST SCHEDULED DISTRIBUTION DATE
The last scheduled Distribution Date for each Class of Offered Certificates
is as follows:
<TABLE>
<CAPTION>
CLASS DISTRIBUTION DATE
- ------------------------------------------------------- -----------------
<S> <C>
A-1.................................................... November 2010
A-2.................................................... January 2013
A-3.................................................... March 2015
A-4.................................................... September 2029
A-5.................................................... September 2029
A-IO................................................... September 2000
M-1.................................................... September 2029
M-2.................................................... September 2029
B...................................................... September 2029
</TABLE>
It is expected that the actual last Distribution Date for each Class of Offered
Certificates will occur significantly earlier than such last scheduled
Distribution Dates. See 'PREPAYMENT AND YIELD CONSIDERATIONS.'
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Such last scheduled Distribution Dates for the Class A-1, Class A-2 and
Class A-3 Certificates are based on a 0% Prepayment Assumption with the
assumption that no excess interest is used to make accelerated payments of
principal to the holders of the Offered Certificates and the assumptions set
forth above under 'PREPAYMENT AND YIELD CONSIDERATIONS--Weighted Average Lives.'
The last scheduled Distribution Date for the Class A-IO is the 36th Distribution
Date. The last scheduled Distribution Date for the Class A-4, Class A-5, Class
M-1, Class M-2 and Class B Certificates has been calculated as the maturity date
of the Mortgage Loan having the latest maturity date, plus twenty-four months.
COLLECTION AND OTHER SERVICING PROCEDURES ON MORTGAGE LOANS
The Servicer will make reasonable efforts to collect all payments called
for under the Mortgage Loans and will, consistent with the Agreement, follow
such collection procedures as it follows from time to time with respect to the
home equity loans in its servicing portfolio comparable to the Mortgage Loans.
Consistent with the above, the Servicer may in its discretion waive any late
payment charge or any assumption or other fee or charge that may be collected in
the ordinary course of servicing the Mortgage Loans.
With respect to the Mortgage Loans, the Servicer may arrange with a
borrower a schedule for the payment of interest due and unpaid for a period,
provided that any such arrangement is consistent with the Servicer's policies
with respect to the home equity mortgage loans it owns or services. With respect
to Mortgage Loans that are junior in priority to a first lien on a Mortgaged
Property, the Servicer has the power under certain circumstances to consent to a
new mortgage lien on such Mortgaged Property having priority over such Mortgage
Loan in connection with the refinancing of such first lien.
HAZARD INSURANCE
The Servicer will cause to be maintained fire and hazard insurance with
extended coverage customary in the area where the Mortgaged Property is located,
in an amount which is at least equal to the least of (i) the outstanding
Principal Balance on the Mortgage Loan and any related First Lien(s), (ii) the
full insurable value of the premises securing the Mortgage Loan and (iii) the
minimum amount required to compensate for damage or loss on a replacement cost
basis in each case in an amount not less than such amount as is necessary to
avoid the application of any co-insurance clause contained in the related hazard
insurance policy. Generally, if the Mortgaged Property is in an area identified
in the Federal Register by the Flood Emergency Management Agency as FLOOD ZONE
'A', such flood insurance has been made available and the Servicer determines
that such insurance is necessary in accordance with accepted mortgage servicing
practices of prudent lending institutions, the Servicer will cause to be
purchased a flood insurance policy with a generally acceptable insurance
carrier, in an amount representing coverage not less than the least of (a) the
outstanding Principal Balance of the Mortgage Loan and the First Lien, if any,
(b) the full insurable value of the Mortgaged Property, or (c) the maximum
amount of insurance available under the National Flood Insurance Act of 1968, as
amended; provided, however, that to the extent that the National Flood Insurance
Reform Act of 1994 (the '1994 Flood Act') is deemed to apply to the Seller with
respect to required flood insurance covering any Mortgaged Property, then the
Servicer shall comply with the 1994 Flood Act with respect to such Mortgaged
Property. The Servicer will also maintain on REO Property, to the extent such
insurance is available, fire and hazard insurance in the applicable amounts
described above, liability insurance and, to the extent required and available
under the National Flood Insurance Act of 1968, as amended, and the Servicer
determines that such insurance is necessary in accordance with accepted mortgage
servicing practices of prudent lending institutions, flood insurance in an
amount equal to that required above. Any amounts collected by the Servicer under
any such policies (other than amounts to be applied to the restoration or repair
of the Mortgaged Property, or to be released to the Mortgagor in accordance with
customary mortgage servicing procedures) will be deposited in the Collection
Account, subject to retention by the Servicer to the extent such amounts
constitute servicing compensation or to withdrawal pursuant to the Agreement.
In the event that the Servicer obtains and maintains a blanket policy as
provided in the Agreement insuring against fire and hazards of extended coverage
on all of the Mortgage Loans, then, to the extent such policy names the Servicer
as loss payee and provides coverage in an amount equal to the aggregate unpaid
principal balance of the Mortgage Loans without coinsurance, and otherwise
complies with the requirements of the first paragraph of
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this subsection, the Servicer will be deemed conclusively to have satisfied its
obligations with respect to fire and hazard insurance coverage.
REALIZATION UPON DEFAULTED MORTGAGE LOANS
The Servicer will foreclose upon or otherwise comparably convert to
ownership Mortgaged Properties securing such of the Mortgage Loans as come into
default when, in accordance with applicable servicing procedures under the
Agreement, no satisfactory arrangements can be made for the collection of
delinquent payments. In connection with such foreclosure or other conversion,
the Servicer will follow such practices as it deems necessary or advisable and
as are in keeping with its general mortgage servicing activities, provided the
Servicer will not be required to expend its own funds in connection with
foreclosure or other conversion, correction of default on a related senior
mortgage loan or restoration of any property unless, in its sole judgment, such
foreclosure, correction or restoration will increase Net Liquidation Proceeds.
The Servicer will be reimbursed out of Liquidation Proceeds for advances of its
own funds as liquidation expenses before any Net Liquidation Proceeds are
distributed to Certificateholders.
SERVICING COMPENSATION AND PAYMENT OF EXPENSES
With respect to each Due Period, the Servicer will receive from interest
payments in respect of the Mortgage Loans a portion of such interest payments as
a monthly Servicing Fee in the amount equal to 0.40% per annum (or, if Champion
is no longer the Servicer, 0.50% per annum) (the 'Servicing Fee Rate') on the
Principal Balance of each Mortgage Loan as of the first day of each such Due
Period. All assumption fees, late payment charges and other fees and charges, to
the extent collected from borrowers, will be retained by the Servicer as
additional servicing compensation.
The Servicer's right to reimbursement for unreimbursed Servicing Advances
is limited to late collections on the related Mortgage Loan, including
Liquidation Proceeds, released mortgaged property proceeds, Insurance Proceeds
and such other amounts as may be collected by the Servicer from the related
Mortgagor or otherwise relating to the Mortgage Loan in respect of which such
unreimbursed amounts are owed. The Servicer's right to reimbursement for
unreimbursed Monthly Advances shall be limited to late collections of interest
on any Mortgage Loan and to Liquidation Proceeds and Insurance Proceeds on the
related Mortgage Loan. The Servicer's right to such reimbursements is prior to
the rights of Certificateholders. However, if any Servicing Advance or Monthly
Advance is determined by the Servicer to be non-recoverable from such sources,
the amount of such non-recoverable advances may be reimbursed to the Servicer
from other amounts on deposit in the Collection Account.
Not later than two Business Days prior to each Distribution Date, the
Servicer is required to remit to the Trustee, without any right of
reimbursement, an amount equal to, with respect to each Mortgage Loan as to
which a principal prepayment in full was received during the related Due Period,
the lesser of (a) the excess, if any, of 30 days' interest on the Principal
Balance of such Mortgage Loan at the Loan Rate (or at such lower rate as may be
in effect for such Mortgage Loan because of application of the Civil Relief
Act), or as a result of any reduction of the monthly payment due on such
Mortgage Loan as a result of a bankruptcy proceeding (a 'Debt Service
Reduction'), minus the Servicing Fee for such Mortgage Loan, over the amount of
interest actually paid by the related Mortgagor in connection with such
principal prepayment (with respect to all such Mortgage Loans, the 'Prepayment
Interest Shortfall') and (b) the sum of the aggregate Servicing Fee received by
the Servicer in the most recently ended Due Period.
The Servicing Fee will not be reduced to cover shortfalls in interest
collections resulting from partial prepayments on the Mortgage Loans.
EVIDENCE AS TO COMPLIANCE
The Agreement provides for delivery on or before the last day of the fifth
month following the end of the Servicer's fiscal year, beginning in 1998, to the
Trustee, the Depositor and the Rating Agencies of an annual statement signed by
an officer of the Servicer to the effect that the Servicer has fulfilled its
material obligations under the Agreement throughout the preceding fiscal year,
except as specified in such statement.
On or before the last day of the fifth month following the end of the
Servicer's fiscal year, beginning in 1998, the Servicer will furnish a report
prepared by a firm of nationally recognized independent public
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accountants (who may also render other services to the Servicer or the
Depositor) to the Trustee, the Depositor and the Rating Agencies to the effect
that such firm has examined certain documents and the records relating to
servicing of the Mortgage Loans under the Uniform Single Attestation Program for
Mortgage Bankers and such firm's conclusion with respect thereto.
The Servicer's fiscal year ends on September 30.
CERTAIN MATTERS REGARDING THE DEPOSITOR, SELLER AND SERVICER
The Agreement provides that the Servicer may not resign from its
obligations and duties thereunder, except in connection with a permitted
transfer of servicing, unless (i) such duties and obligations are no longer
permissible under applicable law as evidenced by an opinion of counsel delivered
to the Trustee or (ii) upon the satisfaction of the following conditions: (a)
the Servicer has proposed a successor servicer to the Trustee in writing and
such proposed successor servicer is reasonably acceptable to the Trustee; and
(b) the Rating Agencies have confirmed to the Trustee that the appointment of
such proposed successor servicer as the Servicer will not result in the
reduction or withdrawal of the then current rating of the Offered Certificates.
No such resignation will become effective until the Trustee or a successor
servicer has assumed the Servicer's obligations and duties under the Agreement.
The Servicer may perform any of its duties and obligations under the
Agreement through one or more subservicers or delegates, which may be affiliates
of the Servicer. Notwithstanding any such arrangement, the Servicer will remain
liable and obligated to the Trustee and the Certificateholders for the
Servicer's duties and obligations under the Agreement, without any diminution of
such duties and obligations and as if the Servicer itself were performing such
duties and obligations.
The Agreement provides that the Servicer will indemnify the Trust and the
Trustee from and against any loss, liability, expense, damage or injury suffered
or sustained as a result of the Servicer's willful misconduct, bad faith or
negligence in connection with the servicing and administration of the Mortgage
Loans. The Agreement provides that neither the Depositor, the Seller nor the
Servicer nor their directors, officers, employees or agents will be under any
other liability to the Trust, the Trustee, the Certificateholders or any other
person for any action taken or for refraining from taking any action pursuant to
the Agreement. However, neither the Depositor, the Seller nor the Servicer will
be protected against any liability which would otherwise be imposed by reason of
willful misconduct, bad faith or gross negligence of the Depositor, the Seller
or the Servicer, as the case may be, in the performance of its duties under the
Agreement or by reason of reckless disregard of its obligations thereunder. In
addition, the Agreement provides that the Servicer will not be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its servicing responsibilities under the Agreement. The Servicer
may, in its sole discretion, undertake any such legal action which it may deem
necessary or desirable with respect to the Agreement and the rights and duties
of the parties thereto and the interest of the Certificateholders thereunder.
Any corporation into which the Servicer may be merged or consolidated, or
any corporation resulting from any merger, conversion or consolidation to which
the Servicer shall be a party, or any corporation succeeding to the business of
the Servicer shall be the successor of the Servicer under the Agreement, without
the execution or filing of any paper or any further act on the part of any of
the parties to the Agreement, anything in the Agreement to the contrary
notwithstanding.
EVENTS OF DEFAULT
'Events of Default' will consist of: (i) (A) any failure by the Servicer to
make any required Monthly Advance or (B) any other failure of the Servicer to
deposit in the Collection Account or Distribution Account any deposit required
to be made under the Agreement, which failure continues unremedied for two
Business Days after the giving of written notice of such failure to the Servicer
by the Trustee, or to the Servicer and the Trustee by Certificateholders holding
Certificates evidencing a Percentage Interest in the Trust of at least 25%; (ii)
any failure by the Servicer duly to observe or perform in any material respect
any other of its covenants or agreements in the Agreement which continues
unremedied for 30 days after the giving of written notice of such failure to the
Servicer by the Trustee, or to the Servicer and the Trustee by any
Certificateholders holding Certificates evidencing a Percentage Interest in the
Trust of at least 25%; (iii) any failure by the Servicer to make any required
Servicing Advance, which failure continues unremedied for a period of 30 days
after the giving of written notice of such failure to the Servicer by the
Trustee, or to the Servicer and the Trustee by any
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Certificateholders holding Certificates evidencing a Percentage Interest in the
Trust of at least 25%; (iv) certain events of insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings relating to the
Servicer and certain actions by the Servicer indicating insolvency,
reorganization or inability to pay its obligations (an 'Insolvency Event'); (v)
so long as the Seller is the Servicer, any failure of the Seller to repurchase
or substitute Eligible Substitute Mortgage Loans for Defective Mortgage Loans as
required pursuant to the Purchase Agreement or the Agreement; and (vi) certain
loss or delinquency tests specified in the Agreement are not met.
RIGHTS UPON AN EVENT OF DEFAULT
So long as an Event of Default remains unremedied, either the Trustee or
Certificateholders holding Certificates evidencing at least 51% of the
Percentage Interests in the Trust, may terminate all of the rights and
obligations of the Servicer under the Agreement and in and to the Mortgage
Loans, whereupon the Trustee will succeed to all the responsibilities, duties
and liabilities of the Servicer under the Agreement and will be entitled to
similar compensation arrangements. In the event that the Trustee would be
obligated to succeed the Servicer but is unwilling or unable so to act, it may
appoint, or petition a court of competent jurisdiction for the appointment of, a
housing and home finance institution or other mortgage loan or home equity loan
servicer with all licenses and permits required to perform its obligations under
the Agreement and having a net worth of at least $50,000,000. Pending such
appointment, the Trustee will be obligated to act in such capacity unless
prohibited by law. Such successor will be entitled to receive the same
compensation that the Servicer would otherwise have received (or such lesser
compensation as the Trustee and such successor may agree). A receiver or
conservator for the Servicer may be empowered to prevent the termination and
replacement of the Servicer if the only Event of Default that has occurred is an
Insolvency Event.
AMENDMENT
The Agreement may be amended from time to time by the Seller, the Servicer,
the Depositor and the Trustee, without the consent of the Certificateholders, to
cure any ambiguity, to correct or supplement any provisions therein which may be
inconsistent with any other provisions of the Agreement, to add to the duties of
the Depositor or the Servicer to comply with any requirements imposed by the
Internal Revenue Code or any regulation thereunder, or to add or amend any
provisions of the Agreement as required by the Rating Agencies in order to
maintain or improve any rating of the Offered Certificates (it being understood
that, after obtaining the ratings in effect on the Closing Date, neither the
Depositor, the Seller, the Trustee nor the Servicer is obligated to obtain,
maintain, or improve any such rating) or to add any other provisions with
respect to matters or questions arising under the Agreement which shall not be
inconsistent with the provisions of the Agreement, provided that such action
will not, as evidenced by an opinion of counsel, materially and adversely affect
the interests of any Certificateholder; provided, that any such amendment will
not be deemed to materially and adversely affect the Certificateholders and no
such opinion will be required to be delivered if the person requesting such
amendment obtains a letter from the Rating Agencies stating that such amendment
would not result in a downgrading of the then current rating of the Offered
Certificates. The Agreement may also be amended from time to time by the Seller,
the Servicer, the Depositor, and the Trustee, with the consent of
Certificateholders evidencing at least 51% of the Percentage Interests of each
Class affected thereby (or 51% of the Percentage Interests of all Classes if all
Classes are affected) 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, provided that no such
amendment will (i) reduce in any manner the amount of, or delay the timing of,
collections of payments on the Certificates or distributions which are required
to be made on any Certificate without the consent of the Certificateholder or
(ii) reduce the aforesaid percentage required to consent to any such amendment,
without the consent of the holders of all Offered Certificates then outstanding.
TERMINATION; PURCHASE OF MORTGAGE LOANS
The Trust will terminate on the Distribution Date following the earliest of
(i) the Distribution Date on which the Aggregate Class Principal Balance has
been reduced to zero, (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust, and (iii) the optional purchase by the Servicer of
the Mortgage Loans, as described below.
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Subject to provisions in the Agreement concerning adopting a plan of
complete liquidation, the Servicer may, at its option, terminate the Agreement
on any date on which the Pool Principal Balance is less than 5% of the sum of
the Cut-Off Date Principal Balance of all the Mortgage Loans and the amount on
deposit in the Funding Account on the Closing Date by purchasing, on the next
succeeding Distribution Date, all of the outstanding Mortgage Loans at a price
equal to the sum of the outstanding Pool Principal Balance (subject to reduction
as provided in the Agreement if the purchase price is based in part on the
appraised value of any REO Property included in the Trust and such appraised
value is less than the Principal Balance of the related Mortgage Loan) and
accrued and unpaid interest thereon at the weighted average of the Loan Rates
through the end of the Due Period preceding the final Distribution Date.
Any such purchase shall be accomplished by deposit into the Distribution
Account of the purchase price specified above.
OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS
The Servicer has the option, but is not obligated, to purchase from the
Trust any Mortgage Loan 90 days or more delinquent at the Purchase Price.
THE TRUSTEE
Harris Trust and Savings Bank, a banking corporation organized under the
laws of the State of Illinois, has been named Trustee pursuant to the Agreement.
The Trustee may have normal banking relationships with the Depositor, the
Seller and the Servicer.
The Trustee may resign at any time, in which event the Depositor will be
obligated to appoint a successor Trustee, as approved by the Servicer. The
Depositor may also remove the Trustee if the Trustee ceases to be eligible to
continue as such under the Agreement or if the Trustee becomes insolvent. Upon
becoming aware of such circumstances, the Depositor will be obligated to appoint
a successor Trustee, as approved by the Servicer (such Servicer approval not to
be unreasonably withheld). 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.
No holder of a Certificate will have any right under the Agreement to
institute any proceeding with respect to the Agreement unless such holder
previously has given to the Trustee written notice of default and unless
Certificateholders holding Certificates evidencing at least 51% of the
Percentage Interests in the Trust, have made written requests upon the Trustee
to institute such proceeding in its own name as Trustee thereunder and have
offered to the Trustee reasonable indemnity and the Trustee for 60 days has
neglected or refused to institute any such proceeding. The Trustee will be under
no obligation to exercise any of the trusts or powers vested in it by the
Agreement or to make any investigation of matters arising thereunder or to
institute, conduct or defend any litigation thereunder or in relation thereto at
the request, order or direction of any of the Certificateholders, unless such
Certificateholders have offered to the Trustee reasonable security or indemnity
against the cost, expenses and liabilities which may be incurred therein or
thereby.
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DESCRIPTION OF THE PURCHASE AGREEMENT
The Mortgage Loans to be transferred to the Trust by the Depositor will be
purchased by the Depositor from Champion Mortgage Co., Inc. (the 'Seller')
pursuant to the Purchase Agreement to be entered into between the Depositor, as
purchaser of the Mortgage Loans, and the Seller, as seller of the Mortgage Loans
(the 'Purchase Agreement'). Under the Purchase Agreement, the Seller will agree
to transfer the Mortgage Loans to the Depositor. Pursuant to the Agreement, the
Mortgage Loans will be immediately transferred by the Depositor to the Trust,
and the Depositor will assign its rights in, to and under the Purchase
Agreement, to the Trust.
In the Purchase Agreement the Seller will make representations and
warranties similar to those representations and warranties made by the Seller in
the Agreement. In the event of a breach of any such representations and
warranties which has a material adverse effect on the interests of the
Certificateholders, the Seller will repurchase or substitute for the Mortgage
Loans as described herein under 'DESCRIPTION OF THE CERTIFICATES--Assignment of
Mortgage Loans.'
The Seller has also agreed to indemnify the Depositor and the Trust from
and against certain losses, liabilities and expenses (including reasonable
attorneys' fees) suffered or sustained pursuant to the Purchase Agreement.
USE OF PROCEEDS
The net proceeds to be received from the sale of the Certificates will be
applied by the Depositor towards the purchase of the Mortgage Loans.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
For federal income tax purposes, the Trust (other than the Initial Interest
Coverage Account and the Funding Account) will include two segregated asset
pools, with respect to which elections will be made to treat each as a separate
REMIC. One REMIC (the 'Subsidiary REMIC') will issue uncertificated subclasses
of nonvoting interests ('Subsidiary REMIC Regular Interests'), which will be
designated as the regular interests in the Subsidiary REMIC. The assets of the
Subsidiary REMIC will consist of the Mortgage Loans and all other property in
the Trust Fund (other than the Initial Interest Coverage Account and the Funding
Account) the property in the Trust Fund allocated to the second REMIC (the
'Master REMIC'). The Master REMIC will issue the Offered Certificates, which
will be designated as the regular interests in the Master REMIC. The Class R
Certificates will represent the beneficial ownership of the residual interest in
the Subsidiary REMIC and the residual interest in the Master REMIC. The assets
of the Master REMIC will consist of the Subsidiary REMIC Regular Interests. See
'Description of the Certificates--Separate REMIC Structure' herein.
The Offered Certificates generally will be treated as debt instruments
issued by the REMIC for federal income tax purposes. Income on such Certificates
must be reported under an accrual method of accounting.
The Offered Certificates may, depending on their issue price, be issued
with original issue discount ('OID') for federal income tax purposes. Holders of
such Certificates issued with OID will be required to include OID in income as
it accrues under a constant yield method, in advance of the receipt of cash
attributable to such income. The OID Regulations do not contain provisions
specifically interpreting Code Section 1272(a)(6) which applies to prepayable
securities such as the Offered Certificates. Until the Treasury issues guidance
to the contrary, the Trustee intends to base its OID computation on Code Section
1272(a)(6) and the OID Regulations as described in the Prospectus. However,
because no regulatory guidance currently exists under Code Section 1272(a)(6),
there can be no assurance that such methodology represents the correct manner of
calculating OID.
The yield used to calculate accruals of OID with respect to the Offered
Certificates with OID will be the original yield to maturity of such
Certificates, determined by assuming that the Mortgage Loans will prepay in
accordance with 115% of the Prepayment Assumption. No representation is made as
to the actual rate at which the Mortgage Loans will prepay.
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Prepayments on mortgage loans are commonly measured relative to a
prepayment standard or model. The Prepayment Assumption model used in this
Prospectus Supplement is based on a Constant Prepayment Rate ('CPR'). CPR
represents a constant rate of prepayment on the Mortgage Loans each month
relative to the aggregate outstanding principal balance of the Mortgage Loans.
CPR does not purport to be either an historical description of the prepayment
experience of any pool of mortgage loans or a prediction of the anticipated rate
of prepayment of any pool of mortgage loans, including the Mortgage Loans, and
there is no assurance that the Mortgage Loans will prepay at the specified CPR.
The Depositor does not make any representation about the appropriateness of the
CPR model.
The Offered Certificates will be treated as regular interests in a REMIC
under section 860G of the Code. Accordingly, the Offered Certificates will be
treated as (i) assets described in section 7701(a)(19)(C) of the Code, and (ii)
'real estate assets' within the meaning of section 856(c)(5) 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 CONSIDERATIONS' in the Prospectus.
BACKUP WITHHOLDING
Certain Certificate Owners may be subject to backup withholding at the rate
of 31% with respect to interest paid on the Offered Certificates if the
Certificate Owners, upon issuance, fail to supply the Trustee or their broker
with their taxpayer identification number, furnish an incorrect taxpayer
identification number, fails to report interest, dividends, or other 'reportable
payments' (as defined in the Code) properly, or, under certain circumstances,
fails to provide the Trustee or their broker with a certified statement, under
penalty of perjury, that they are not subject to backup withholding.
The Trustee will be required to report annually to the IRS, and to each
Offered Certificateholder of record, the amount of interest paid (and OID
accrued, if any) on the Offered Certificates (and the amount of interest
withheld for federal income taxes, if any) for each calendar year, except as to
exempt holders (generally, holders that are corporations, certain tax-exempt
organizations or nonresident aliens who provide certification as to their status
as nonresidents). As long as the only 'Offered Certificateholder' of record is
Cede, as nominee for DTC, Certificate Owners and the IRS will receive tax and
other information including the amount of interest paid on such Certificates
owned from Participants and Indirect Participants rather than from the Trustee.
(The Trustee, however, will respond to requests for necessary information to
enable Participants, Indirect Participants and certain other persons to complete
their reports.) Each non-exempt Certificate Owner will be required to provide,
under penalty of perjury, a certificate on IRS Form W-9 containing his or her
name, address, correct federal taxpayer identification number and a statement
that he or she is not subject to backup withholding. Should a nonexempt
Certificate Owner fail to provide the required certification, the Participants
or Indirect Participants (or the Paying Agent) will be required to withhold 31%
of the interest (and principal) otherwise payable to the holder, and remit the
withheld amount to the IRS as a credit against the holder's federal income tax
liability.
Such amounts will be deemed distributed to the affected Certificate Owner
for all purposes of the Certificates and the Agreement.
FEDERAL INCOME TAX CONSEQUENCES TO FOREIGN INVESTORS
The following information describes the United States federal income tax
treatment of holders that are not United States persons ('Foreign Investors').
The term 'Foreign Investor' means any person other than (i) a citizen or
resident of the United States, (ii) a corporation, partnership or other entity
organized in or under the laws of the United States or any state or political
subdivision thereof (other than a partnership that is not treated as a United
States person under any applicable Treasury regulations), (iii) an estate the
income of which is includible in gross income for United States federal income
tax purposes, regardless of its source or (iv) a trust if a court within the
United States is able to exercise primary supervision over the administration of
the trust and one or more United States persons have authority to control all
substantial decisions of the trust. Notwithstanding clause (iv), to the extent
provided in regulations, certain trusts in existence on August 20, 1996 and
treated as
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United States persons prior to such date that elect to continue to be so treated
also shall be considered United States persons.
The Code and Treasury regulations generally subject interest paid to a
Foreign Investor to a withholding tax at a rate of 30% (unless such rate were
changed by an applicable treaty). The withholding tax, however, is eliminated
with respect to certain 'portfolio debt investments' issued to Foreign
Investors. Portfolio debt investments include debt instruments issued in
registered form for which the United States payor receives a statement that the
beneficial owner of the instrument is a Foreign Investor. The Offered
Certificates will be issued in registered form, therefore if the information
required by the Code is furnished (as described below) and no other exceptions
to the withholding tax exemption are applicable, no withholding tax will apply
to the Offered Certificates.
For the Offered Certificates to constitute portfolio debt investments
exempt from the United States withholding tax, the withholding agent must
receive from the Certificate Owner an executed IRS Form W-8 signed under penalty
of perjury by the Certificate Owner stating that the Certificate Owner is a
Foreign Investor and providing such Certificate Owner's name and address. The
statement must be received by the withholding agent in the calendar year in
which the interest payment is made, or in either of the two preceding calendar
years.
A Certificate Owner that is a nonresident alien or foreign corporation will
not be subject to United States federal income tax on gain realized on the sale,
exchange, or redemption of such Offered Certificate, provided that (i) such gain
is not effectively connected with a trade or business carried on by the
Certificate Owner in the United States, (ii) in the case of a Certificate Owner
that is an individual, such Certificate Owner is not present in the United
States for 183 days or more during the taxable year in which such sale, exchange
or redemption occurs and (iii) in the case of gain representing accrued
interest, the conditions described in the immediately preceding paragraph are
satisfied.
STATE TAXES
The Depositor makes no representations regarding the tax consequences of
purchase, ownership or disposition of the Offered Certificates under the tax
laws of any state. Investors considering an investment in the Offered
Certificates should consult their own tax advisors regarding such tax
consequences.
All investors should consult their own tax advisors regarding the Federal,
state, local or foreign income tax consequences of the purchase, ownership and
disposition of the Certificates.
ERISA CONSIDERATIONS
Any Plan fiduciary which proposes to cause a Plan to acquire any of the
Offered Certificates should consult with its counsel with respect to the
potential consequences under the Employee Retirement Income Security Act of
1974, as amended ('ERISA'), and the Code, of the Plans acquisition and ownership
of such Certificates. See 'ERISA CONSIDERATIONS' in the Prospectus.
The U.S. Department of Labor has granted to Lehman Brothers Inc. ('Lehman
Brothers') Prohibited Transaction Exemption 91-14 (the 'Exemption') which
exempts from the application of the prohibited transaction rules transactions
relating to (1) the acquisition, sale and holding by Plans of certain
certificates representing an undivided interest in certain asset-backed
pass-through trusts, with respect to which Lehman Brothers or any of its
affiliates is the sole underwriter or the manager or co-manager of the
underwriting syndicate; and (2) the servicing, operation and management of such
asset-backed pass-through trusts, provided that the general conditions and
certain other conditions set forth in the Exemption are satisfied. The Exemption
will apply to the acquisition, holding and resale of the Senior Certificates by
a Plan provided that certain conditions (certain of which are described below)
are met.
Among the conditions which must be satisfied for the Exemption to apply are
the following:
(1) The acquisition of the Senior Certificates by a Plan is on terms
(including the price for such Certificates) that are at least as favorable
to the investing Plan as they would be in an arm's-length transaction with
an unrelated party;
S-54
<PAGE>
(2) The rights and interests evidenced by the Senior Certificates
acquired by the Plan are not subordinated to the rights and interests
evidenced by other certificates of the Trust;
(3) The Senior Certificates acquired by the Plan have received a
rating at the time of such acquisition that is in one of the three highest
generic rating categories from either Standard & Poor's, Moody's Investors
Service, Inc. or Duff & Phelps Credit Rating Co.;
(4) The sum of all payments made to and retained by the Underwriters
in connection with the distribution of the Senior Certificates represents
not more than reasonable compensation for underwriting such Certificates;
the sum of all payments made to and retained by the Seller pursuant to the
sale of the Mortgage Loans to the Trust represents not more than the fair
market value of such Mortgage Loans; the sum of all payments made to and
retained by the Servicer represent not more than reasonable compensation
for the Servicer's services under the Agreement and reimbursement of the
Servicer's reasonable expenses in connection therewith;
(5) The Trustee is not an affiliate of any Underwriters, the Seller,
the Servicer, any borrower whose obligations under one or more Mortgage
Loans constitute more than 5% of the aggregate unamortized principal
balance of the assets in the Trust, or any of their respective affiliates
(the 'Restricted Group'); and
(6) The Plan investing in the Senior Certificates is an 'accredited
investor' as defined in Rule 501(a)(1) of Regulation D of the Securities
and Exchange Commission under the Securities Act of 1933, as amended.
The Underwriter believes that the Exemption will apply to the acquisition
and holding of the Senior Certificates by Plans and that all conditions of the
Exemption other than those within the control of the investors will be met. Any
Plan fiduciary considering whether to purchase any Senior Certificates on behalf
of a Plan should consult with its counsel regarding the applicability of the
fiduciary responsibility and prohibited transaction provisions of ERISA and the
Code to such investment. Among other things, before purchasing any Senior
Certificates, a fiduciary of a Plan subject to the fiduciary responsibility
provisions of ERISA or an employee benefit plan subject to the prohibited
transaction provisions of the Code should make its own determination as to the
availability of the exemptive relief provided in the Exemption, and also
consider the availability of any other prohibited transaction exemptions.
The Exemption does not apply to the initial purchase, the holding or the
subsequent resale of the Subordinate Certificates because the Subordinate
Certificates are subordinate to certain other Classes of Certificates.
CONSEQUENTLY, TRANSFERS OF THE SUBORDINATE CERTIFICATES WILL NOT BE REGISTERED
BY THE TRUSTEE UNLESS THE TRUSTEE RECEIVES: (I) A REPRESENTATION FROM THE
TRANSFEREE OF SUCH CERTIFICATES, ACCEPTABLE TO AND IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN
EMPLOYEE BENEFIT PLAN SUBJECT TO SECTION 406 OF ERISA OR A PLAN OR ARRANGEMENT
SUBJECT TO SECTION 4975 OF THE CODE, NOR A PERSON ACTING ON BEHALF OF ANY SUCH
PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT TO
EFFECT THE TRANSFER; (II) IF THE PURCHASER IS AN INSURANCE COMPANY, A
REPRESENTATION THAT THE PURCHASER IS AN INSURANCE COMPANY WHICH IS PURCHASING
SUCH CERTIFICATES WITH FUNDS CONTAINED IN AN 'INSURANCE COMPANY GENERAL ACCOUNT'
(AS SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 ('PTCE 95-60')) AND THAT THE PURCHASE AND HOLDING OF SUCH
CERTIFICATES ARE COVERED UNDER PTCE 95-60; OR (III) AN OPINION OF COUNSEL
SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OR HOLDING OF SUCH CERTIFICATE BY
A PLAN, ANY PERSON ACTING ON BEHALF OF A PLAN OR USING SUCH PLAN'S ASSETS, WILL
NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE 'PLAN ASSETS' AND
SUBJECT TO THE PROHIBITED TRANSACTION REQUIREMENTS OF ERISA AND THE CODE AND
WILL NOT SUBJECT THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT. SUCH REPRESENTATION AS DESCRIBED ABOVE SHALL BE DEEMED TO HAVE
BEEN MADE TO THE TRUSTEE BY THE TRANSFEREE'S ACCEPTANCE OF A BOOK-ENTRY
CERTIFICATE THAT IS A SUBORDINATE CERTIFICATE. IN THE EVENT THAT SUCH
REPRESENTATION IS VIOLATED, OR ANY ATTEMPT TO TRANSFER TO A PLAN OR PERSON
ACTING ON BEHALF OF A PLAN OR USING SUCH PLAN'S ASSETS IS ATTEMPTED WITHOUT SUCH
OPINION OF COUNSEL, SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF
NO EFFECT.
S-55
<PAGE>
LEGAL INVESTMENT CONSIDERATIONS
The Offered Certificates will not constitute 'mortgage related securities'
for purposes of the Secondary Mortgage Market Enhancement Act of 1984 ('SMMEA'),
because not all of the Mortgages securing the Mortgage Loans are first
mortgages. Accordingly, many institutions with legal authority to invest in
comparably rated securities based on first mortgage loans may not be legally
authorized to invest in the Offered Certificates, which because they evidence
interests in a pool that includes junior mortgage loans are not 'mortgage
related securities' under SMMEA. See 'LEGAL INVESTMENT' in the Prospectus.
UNDERWRITING
Subject to the terms and conditions set forth in the underwriting
agreement, dated September 22, 1997 (the 'Underwriting Agreement'), among the
Depositor and the Underwriters named below (the 'Underwriters'), the Depositor
has agreed to sell to the Underwriters and each of the Underwriters has
severally agreed to purchase from the Depositor the principal amount of Offered
Certificates set forth opposite their respective names.
<TABLE>
<CAPTION>
CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS A-5
UNDERWRITER CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES
- ------------------------------------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Lehman Brothers Inc.................. $ 59,461,000 $ 39,884,000 $ 8,941,000 $ 14,718,000 $ 15,376,000
J.P. Morgan Securities, Inc.......... 9,910,000 6,647,000 1,489,000 2,452,000 2,562,000
Key Capital Markets, Inc............. 9,910,000 6,647,000 1,489,000 2,452,000 2,562,000
------------ ------------ ------------ ------------ ------------
Total........................... $ 79,281,000 $ 53,178,000 $ 11,919,000 $ 19,622,000 $ 20,500,000
</TABLE>
<TABLE>
<CAPTION>
CLASS A-IO CLASS M-1 CLASS M-2 CLASS B
CERTIFICATES* CERTIFICATES CERTIFICATES CERTIFICATES
------------ ------------ ---------- ------------
<S> <C> <C> <C> <C>
Lehman Brothers Inc..................................... $ 20,500,000 $ 6,842,000 $3,537,000 $ 4,999,000
J.P. Morgan Securities, Inc............................. 0 1,140,000 589,000 832,000
Key Capital Markets, Inc................................ 0 1,140,000 589,000 832,000
------------ ------------ ---------- ------------
Total.............................................. $ 20,500,000 $ 9,122,000 $4,715,000 $ 6,663,000
</TABLE>
- ------------------
* Notional Principal Balance
The Depositor has been advised that the Underwriters propose initially to
offer the Offered Certificates (other than the Class A-IO Certificates) to the
public at the respective offering prices set forth on the cover hereof and to
certain dealers at such prices less a selling concession not to exceed the
percentage of the Certificate denomination set forth below, and that the
Underwriters may allow and such dealers may reallow a reallowance discount not
to exceed the percentage of the Certificate denomination set forth below:
<TABLE>
<CAPTION>
CLASS OF CERTIFICATE SELLING CONCESSION REALLOWANCE DISCOUNT
- --------------------- ------------------ --------------------
<S> <C> <C>
Class A-1............ 0.0750% 0.0375%
Class A-2............ 0.1250% 0.0625%
Class A-3............ 0.2000% 0.1000%
Class A-4............ 0.4000% 0.2000%
Class A-5............ 0.3000% 0.1500%
Class M-1............ 0.3000% 0.1500%
Class M-2............ 0.3500% 0.1750%
Class B.............. 0.4500% 0.2250%
</TABLE>
Distributions of the Class A-IO Certificates will be made from time to time
in negotiated transactions or otherwise at varying prices to be determined at
the time of sale. Proceeds to the Depositor from the sale of the Class A-IO
Certificates will be approximately $3,219,215, plus accrued interest, before
deducting expenses payable by the Depositor, as described in footnote (3) on the
cover hereof. In connection with the purchase and sale of the Class A-IO
Certificates, the Underwriter may be deemed to have received compensation from
the Depositor in the form of underwriting discounts.
S-56
<PAGE>
Until the distribution of the Offered Certificates (other than the Class
A-IO Certificates) is completed, rules of the Commission may limit the ability
of the Underwriters and certain selling group members to bid for and purchase
such Classes of Offered Certificates. As an exception to these rules, the
Underwriters are permitted to engage in certain transactions that stabilize the
price of the Offered Certificates (other than the Class A-IO Certificates). Such
transactions consist of bids of purchase for the purpose of pegging, fixing or
maintaining the price of such Classes of Offered Certificates.
In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases.
Neither the Depositor nor any of the Underwriters makes any representation
or prediction as to the direction or magnitude of any effect that the
transactions described above may have on the prices of the Offered Certificates
(other than the Class A-IO Certificates). In addition, neither the Depositor nor
any of the Underwriters makes any representation that the Underwriters will
engage in such transactions or that such transactions, once commenced, will not
be discontinued without notice.
The Depositor has been advised by Lehman Brothers Inc. and J.P. Morgan
Securities, Inc. that they presently intend to make a market in the Offered
Certificates and by Key Capital Markets, Inc. that it may make a market in the
Offered Certificates; however, they are not obligated to do so, any
market-making may be discontinued at any time, and there can be no assurance
that an active public market for the Offered Certificates will develop.
The Depositor is an affiliate of Lehman Brothers Inc.
The Underwriting Agreement provides that the Depositor will indemnify the
Underwriters against certain civil liabilities, including liabilities under the
Act.
Key Capital Markets, Inc. is a broker-dealer registered as such with the
National Association of Securities Dealers, Inc., and commenced business on
February 26, 1996. Key Capital Markets, Inc. has acted as an underwriter in a
variety of public finance offerings as well as a number of asset-backed and
other debt offerings for subsidiaries of KeyCorp. The Seller and Servicer are an
affiliate of Key Capital Markets, Inc.
After the initial distribution of the Offered Certificates by the
Underwriters, the Prospectus and Prospectus Supplement may be used by Key
Capital Markets, Inc., an affiliate of the Seller and the Servicer, in
connection with market making transactions in the Offered Certificates. Key
Capital Markets, Inc. may act as principal or agent in such transactions. Such
transactions will be at prices related to prevailing market prices at the time
of sale.
LEGAL MATTERS
Certain legal matters with respect to the Offered Certificates will be
passed upon for the Depositor by Brown & Wood LLP, New York, New York and for
the Underwriters by Brown & Wood LLP, New York, New York. Certain legal matters
will be passed upon for the Seller by Stroock & Stroock & Lavan LLP, New York,
New York.
S-57
<PAGE>
RATINGS
It is a condition to the issuance of the Offered Certificates that they
receive at least the following ratings:
<TABLE>
<CAPTION>
CLASS STANDARD & POOR'S FITCH
- ----- ----------------- ------
<S> <C> <C>
A-1 AAA AAA
A-2 AAA AAA
A-3 AAA AAA
A-4 AAA AAA
A-5 AAA AAA
A-IO AAAr AAA
M-1 AA AA
M-2 A A
B BBB- BBB-
</TABLE>
A securities rating addresses the likelihood of the receipt by Offered
Certificateholders of distributions on the Mortgage Loans. The rating takes into
consideration the characteristics of the Mortgage Loans and the structural,
legal and tax aspects associated with the Offered Certificates. The ratings on
the Offered Certificates do not, however, constitute statements regarding the
likelihood or frequency of prepayments on the Mortgage Loans or the possibility
that Offered Certificateholders might realize a lower than anticipated yield.
The 'r' of the 'AAAr' rating of the Class A-IO Certificates by Standard &
Poor's is attached to highlight the derivative, hybrid and certain other
obligations that Standard & Poor's believes may experience high volatility or
high variability in expected returns due to non-credit risks. The absence of an
'r' symbol should not be taken as an indication that an obligation will exhibit
no volatility or variability in total return.
A securities rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning rating
organization. Each securities rating should be evaluated independently of
similar ratings on different securities.
S-58
<PAGE>
INDEX OF DEFINED TERMS
<TABLE>
<CAPTION>
TERMS PAGE
- ------------------------------------------------------------------------------
<S> <C>
1994 Flood Act................................................................ S-47
Aggregate Class Principal Balance............................................. S-5, S-32
Agreement..................................................................... S-4
ARMs.......................................................................... S-19
Available Funds............................................................... S-39
Balloon Loans................................................................. S-5, S-13, S-21
Balloon Payment............................................................... S-5, S-21
Basic Principal Distribution Amount........................................... S-8, S-43
BIF........................................................................... S-38
Book-Entry Certificates....................................................... S-33
Cede.......................................................................... S-6
Cedel......................................................................... S-6
Cedel Participants............................................................ S-34
Certificate Owners............................................................ S-6, S-33
Certificate Register.......................................................... S-39
Certificate Registrar......................................................... S-39
Certificate Rate.............................................................. S-7, S-40
Certificateholder............................................................. S-32
Certificates.................................................................. Cover, S-4
Champion...................................................................... S-15
Chase......................................................................... S-6
Citibank...................................................................... S-6
Civil Relief Act.............................................................. S-11
Class......................................................................... Cover
Class A Certificates.......................................................... Cover, S-4, S-32
Class A Principal Distribution Amount......................................... S-42
Class A-5 Principal Distribution Amount....................................... S-41
Class A-5 Principal Payment Percentage........................................ S-42
Class A-5 Pro Rata Principal Distribution Amount.............................. S-42
Class B Principal Distribution Amount......................................... S-42
Class Interest Carryover Shortfall............................................ S-7, S-41
Class Interest Distribution................................................... S-7, S-41
Class M Certificates.......................................................... Cover, S-4, S-32
Class M-1 Principal Distribution Amount....................................... S-42
Class M-2 Principal Distribution Amount....................................... S-42
Class Monthly Interest Distributable Amount................................... S-7, S-41
Class Principal Balance....................................................... S-4, S-32
CLTV.......................................................................... S-23
Closing Date.................................................................. Cover
Collection Account............................................................ S-37
Combined Loan-to-Value Ratio.................................................. S-5
Cooperative................................................................... S-34
CPR........................................................................... S-27, S-53
Cut-Off Date.................................................................. S-4
Cut-Off Date Initial Pool Principal Balance................................... S-5, S-21
Cut-Off Date Principal Balance................................................ S-4
Debt Service Reduction........................................................ S-11, S-48
Defective Mortgage Loans...................................................... S-37
Definitive Certificate........................................................ S-33
Depositor..................................................................... Cover, S-4, S-6
Determination Date............................................................ S-10
</TABLE>
S-59
<PAGE>
<TABLE>
<CAPTION>
TERMS PAGE
- ------------------------------------------------------------------------------
<S> <C>
Distribution Account.......................................................... S-37
Distribution Date............................................................. S-2, S-7
DTC........................................................................... S-6, S-33
Due Period.................................................................... S-8, S-43
Eligible Account.............................................................. S-37
Eligible Substitute Mortgage Loan............................................. S-37
ERISA......................................................................... S-11, S-54
Euroclear..................................................................... S-6
Euroclear Operator............................................................ S-34
Euroclear Participants........................................................ S-34
European Depositaries......................................................... S-6, S-33
Events of Default............................................................. S-49
Exemption..................................................................... S-54
Extra Principal Distribution Amount........................................... S-8, S-43
Financial Intermediary........................................................ S-33
First Liens................................................................... S-14
Fitch......................................................................... S-12
Foreign Investors............................................................. S-53
Friendly Reminder Letter...................................................... S-19
Funding Account............................................................... S-4, S-6, S-45
Global Securities............................................................. A-I-1
Initial Interest Coverage Account............................................. S-4, S-5, S-45
Initial Mortgage Loans........................................................ S-2
Insolvency Event.............................................................. S-50
Interest Period............................................................... S-7, S-41
Key Bank USA.................................................................. S-15
KeyCorp....................................................................... S-15
Lehman Brothers............................................................... S-54
Liquidated Mortgage Loan...................................................... S-8, S-43
Loan Rates.................................................................... S-5, S-21
Master REMIC.................................................................. S-52
Maximum Rate.................................................................. S-40
Monthly Advance............................................................... S-10, S-38
Monthly Excess Interest Amount................................................ S-43
Mortgage Loan Schedule........................................................ S-36
Mortgage Loans................................................................ Cover, S-4
Mortgage Notes................................................................ S-21
Mortgage Pool................................................................. Cover, S-4
Mortgaged Properties.......................................................... S-4
Net Simple Interest Shortfall................................................. S-15
Net Losses.................................................................... S-20
Nonrecoverable Advance........................................................ S-38
Notional Principal Balance.................................................... Cover, S-5, S-32
Offered Certificates.......................................................... Cover, S-4, S-32
Offered Certificateholder..................................................... S-53
OID........................................................................... S-52
Overcollateralization......................................................... S-10
Overcollateralization Amount.................................................. S-8, S-43
Overcollateralization Deficiency.............................................. S-8, S-43
Overcollateralization Release Amount.......................................... S-8, S-43
Percentage Interest........................................................... S-32
Plan.......................................................................... S-11
Pool Principal Balance........................................................ S-4
</TABLE>
S-60
<PAGE>
<TABLE>
<CAPTION>
TERMS PAGE
- ------------------------------------------------------------------------------
<S> <C>
Pre-foreclosure Letter........................................................ S-19
Prepayment Assumption......................................................... S-27
Prepayment Interest Shortfall................................................. S-11, S-48
Principal Balance............................................................. S-4
Principal Distribution Amount................................................. S-7, S-41
Principal Remittance Amount................................................... S-8, S-41
Principal Write-Down Amount................................................... S-10, S-44
Prohibited Transaction........................................................ S-11
PTCE 95-60.................................................................... S-55
Purchase Agreement............................................................ S-52
Purchase Price................................................................ S-36
Realized Loss................................................................. S-44
Record Date................................................................... S-7
Related Documents............................................................. S-36
REMIC......................................................................... S-2, S-11
Residual Certificates......................................................... S-11
Restricted Group.............................................................. S-55
Rules......................................................................... S-33
SAIF.......................................................................... S-37
Seller........................................................................ Cover, S-4, S-6, S-15, S-52
Senior Certificates........................................................... Cover, S-4, S-32
Senior Enhancement Percentage................................................. S-43
Senior Specified Enhancement Percentage....................................... S-43
Servicer...................................................................... Cover, S-4, S-6, S-15
Servicing Advance............................................................. S-38
Servicing Fee................................................................. S-10
Servicing Fee Rate............................................................ S-10, S-48
Simple Interest Loans......................................................... S-15
SMMEA......................................................................... S-12, S-56
Standard & Poor's............................................................. S-12
Stepdown Date................................................................. S-42
Subordinate Certificates...................................................... Cover, S-4, S-32
Subsidiary REMIC.............................................................. S-52
Subsidiary REMIC Regular Interests............................................ S-52
Substitution Adjustment....................................................... S-37
Terms and Conditions.......................................................... S-35
Trigger Event................................................................. S-42
Trust......................................................................... Cover, S-4
Trustee....................................................................... Cover, S-4
Underwriters.................................................................. S-56
Underwriting Agreement........................................................ S-56
U.S. Person................................................................... A-I-3
</TABLE>
S-61
<PAGE>
[This page intentionally left blank]
<PAGE>
ANNEX I
GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES
Except in certain limited circumstances, the globally offered Champion Home
Equity Loan Asset-Backed Certificates, Series 1997-2 (the 'Global Securities')
will be available only in book-entry form. Investors in the Global Securities
may hold such Global Securities through any of DTC, Cedel or Euroclear. The
Global Securities will be tradeable as home market instruments in both the
European and 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 and prior Home Equity Loan Asset-Backed
Certificates issues.
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 prior Home Equity Loan Asset-Backed
Certificates issues. 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 Home
Equity Loan Asset-Backed 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.
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 either the actual number of days
in such accrual period and a year assumed to consist of 360 days or a 360-day
year of 12 30-day months as applicable to the related class of Global
Securities. For transactions settling on the
A-I-1
<PAGE>
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 the 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 either the
actual number of days in such accrual period and a year assumed to consist of
360 days or a 360-day year of 12 30-day months as applicable to the related
class of Global Securities. For transactions settling on the 31st of the month,
payment will include interest accrued to and excluding the first day of the
following month. The payment will then be reflected in the account of the Cedel
Participant or Euroclear Participant the following day, and receipt of the cash
proceeds in the Cedel Participant's or Euroclear Participant's account would be
back-valued to the value date (which would be the preceding day, when settlement
occurred in New York). Should the Cedel Participant or Euroclear Participant
have a line of credit with its respective clearing system and elect to be in
debt in anticipation of receipt of the sale proceeds in its account, the
back-valuation will extinguish any overdraft incurred over that one-day period.
If settlement is not completed on the intended value date (i.e., the trade
fails), receipt of the cash proceeds in the Cedel Participant's or Euroclear
Participant's account would instead be valued as of the actual settlement date.
Finally, day traders that use Cedel or Euroclear and that purchase Global
Securities from DTC Participants for delivery to Cedel Participants or Euroclear
Participants should note that these trades would automatically fail on the sale
side unless affirmative action were taken. At least three techniques should be
readily available to eliminate this potential problem:
(a) borrowing through Cedel or Euroclear for one day (until the
purchase side of the day trade is reflected in their Cedel or Euroclear
accounts) in accordance with the clearing system's customary procedures;
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(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.
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 (other than a partnership
that is not treated as a United States person under any applicable Treasury
regulations), (iii) an estate the income of which is includible in gross income
for United States tax purposes, regardless of its source, or (iv) a trust if a
court within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have authority
to control all substantial decisions of the trust. Notwithstanding the preceding
sentence, to the extent provided in regulations, certain trusts in existence on
August 20, 1996 and treated as United States persons prior to such date that
elect to continue to be so treated also shall be considered U.S. Persons. 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.
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PROSPECTUS
LEHMAN ABS CORPORATION
ASSET-BACKED CERTIFICATES
ASSET-BACKED NOTES
(ISSUABLE IN SERIES)
Lehman ABS Corporation (the 'Depositor') may offer from time to time under
this Prospectus and related Prospectus Supplements the Asset-Backed Notes (the
'Notes') and the Asset-Backed Certificates (the 'Certificates' and, together
with the Notes, the 'Securities') which may be sold from time to time in one or
more series (each, a 'Series').
As specified in the related Prospectus Supplement, the Certificates of a
Series will evidence undivided interests in certain assets deposited into a
trust (each, a 'Trust Fund') by the Depositor pursuant to a Pooling and
Servicing Agreement or a Trust Agreement, as described herein. As specified in
the related Prospectus Supplement, the Notes of a Series will be issued and
secured pursuant to an Indenture and will represent indebtedness of the related
Trust Fund. The Trust Fund for a Series of Securities will include assets
purchased from the seller or sellers specified in the related Prospectus
Supplement (the 'Seller') composed of (a) Primary Assets, which may include one
or more pools of (i) closed-end and/or revolving home equity loans or certain
balances thereof and/or loans of which the proceeds have been applied to the
purchase of the related Mortgaged Property (collectively, the 'Mortgage Loans'),
secured by mortgages primarily on one- to four-family residential properties,
unless otherwise specified in the related Prospectus Supplement, (ii) home
improvement installment sales contracts and installment loan agreements (the
'Home Improvement Contracts') which are either unsecured or secured by mortgages
primarily on one-to-four family residential properties, unless otherwise
specified in the related Prospectus Supplement, or by purchase money security
interests in the home improvements financed thereby (the 'Home Improvements')
and (iii) Private Securities (as defined herein), (b) all monies due thereunder
net, if and as provided in the related Prospectus Supplement, of certain amounts
payable to the servicer of the Mortgage Loans and/or Home Improvement Contracts
(collectively, the 'Loans'), which servicer may also be the Seller, specified in
the related Prospectus Supplement (the 'Servicer'), and (c) certain funds,
Enhancement (as defined herein) and other assets as described herein and in the
related Prospectus Supplement.
All purchases of Private Securities for a Series by the Seller or the
Depositor will be made in secondary market transactions, not from the issuer of
such Private Securities or any affiliate thereof. As a result, no such purchases
of Private Securities offered and distributed to the public pursuant to an
effective registration statement will be made by the Seller or Depositor for at
least ninety days after the initial issuance of such Private Securities.
Each Series of Securities will be issued in one or more classes (each, a
'Class'). Interest on and principal of the Securities of a Series will be
payable on each Distribution Date specified in the related Prospectus
Supplement, at the times, at the rates, in the amounts and in the order of
priority set forth in the related Prospectus Supplement.
If a Series includes multiple Classes, such Classes may vary with respect to
the amount, percentage and timing of distributions of principal, interest or
both and one or more Classes may be subordinated to other Classes with respect
to distributions of principal, interest or both as described herein and in the
related Prospectus Supplement. If so specified in the related Prospectus
Supplement, the Primary Assets and other assets comprising the Trust Fund may be
divided into one or more Asset Groups and each Class of the related Series will
evidence beneficial ownership of the corresponding Asset Group, as applicable.
The rate of reduction of the aggregate principal balance of each Class of a
Series may depend principally upon the rate of payment (including prepayments)
with respect to the Loans or Underlying Loans relating to the Private
Securities, as applicable. A rate of prepayment lower or higher than anticipated
will affect the yield on the Securities of a Series in the manner described
herein and in the related Prospectus Supplement. Under certain limited
circumstances described herein and in the related Prospectus Supplement, a
Series of Securities may be subject to termination or redemption under the
circumstances described herein and in the related Prospectus Supplement.
If specified in the related Prospectus Supplement, an election may be made
to treat certain assets comprising the Trust Fund for a Series as a 'real estate
mortgage investment conduit' (a 'REMIC') for federal income tax purposes. See
'CERTAIN FEDERAL INCOME TAX CONSIDERATIONS' herein.
FOR A DISCUSSION OF CERTAIN RISKS ASSOCIATED WITH AN INVESTMENT IN
THE CERTIFICATES, SEE PAGE 11.
NOTES OF A GIVEN SERIES REPRESENT OBLIGATIONS OF, AND CERTIFICATES OF A SERIES
EVIDENCE BENEFICIAL INTERESTS IN THE RELATED TRUST FUND ONLY AND ARE NOT
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR BY THE DEPOSITOR, THE SELLER,
THE TRUSTEE, THE SERVICER OR BY ANY OF THEIR RESPECTIVE AFFILIATES
OR, UNLESS OTHERWISE SPECIFIED IN THE RELATED PROSPECTUS
SUPPLEMENT, BY ANY OTHER PERSON OR ENTITY. THE DEPOSITOR'S
ONLY OBLIGATIONS WITH RESPECT TO ANY SERIES OF SECURITIES
WILL BE PURSUANT TO CERTAIN REPRESENTATIONS AND
WARRANTIES SET FORTH IN THE RELATED AGREEMENT AS
DESCRIBED HEREIN OR IN THE RELATED PROSPECTUS
SUPPLEMENT. SEE 'SPECIAL CONSIDERATIONS'
FOR CERTAIN FACTORS TO BE
CONSIDERED IN PURCHASING THE
SECURITIES.
------------------------
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 OR THE
PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
The Securities offered by this Prospectus and by the related Prospectus
Supplement are offered by Lehman Brothers and the other underwriters set forth
in the related Prospectus Supplement, if any, subject to prior sale, to
withdrawal, cancellation or modification of the offer without notice, to
delivery to and acceptance by Lehman Brothers and the other underwriters, if
any, and certain further conditions. Retain this Prospectus for future
reference. This Prospectus may not be used to consummate sales of the Securities
offered hereby unless accompanied by a Prospectus Supplement.
------------------------
LEHMAN BROTHERS
September 23, 1997
<PAGE>
PROSPECTUS SUPPLEMENT
The Prospectus Supplement relating to a Series of Securities to be offered
hereunder will, among other things, set forth with respect to such Series of
Securities: (i) the aggregate principal amount, interest rate, and authorized
denominations of each Class of such Securities; (ii) certain information
concerning the Primary Assets, the Seller and any Servicer; (iii) the terms of
any Enhancement with respect to such Series; (iv) the terms of any insurance
related to the Primary Assets; (v) information concerning any other assets in
the related Trust Fund, including any Reserve Fund; (vi) the Final Scheduled
Distribution Date of each Class of such Securities; (vii) the method to be used
to calculate the amount of principal required to be applied to the Securities of
each Class of such Series on each Distribution Date, the timing of the
application of principal and the order of priority of the application of such
principal to the respective Classes and the allocation of principal to be so
applied; (viii) the Distribution Dates and any Assumed Reinvestment Rate (as
defined herein); (ix) additional information with respect to the plan of
distribution of such Securities; and (x) whether a REMIC election will be made
with respect to some or all of the Trust Fund for such Series. To the extent
that the terms of this Prospectus conflict or are otherwise inconsistent with
the terms of any Prospectus Supplement, the terms of such Prospectus Supplement
shall govern.
AVAILABLE INFORMATION
The Depositor is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports and
other information with the Securities and Exchange Commission (the
'Commission'). Such reports and other information 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 its Regional Offices located as
follows: Midwest Regional Office, Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661; and Northeast Regional Office, 7 World
Trade Center, Suite 300, New York, New York 10048. Copies of such material can
also be obtained from the Public Reference Section of the Commission, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, the Commission maintains a Web site at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants, including the Depositor, that file electronically with
the Commission.
REPORTS TO HOLDERS
Periodic and annual reports concerning the related Trust Fund for a Series
of Securities are required under the related Agreement to be forwarded to
Holders. Unless otherwise specified in the related Prospectus Supplement, such
reports will not be examined and reported on by an independent public
accountant. See 'THE AGREEMENTS--Reports to Holders' herein.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
All documents filed with respect to each Trust pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of any Prospectus Supplement and prior to the termination
of any offering of Certificates shall be deemed to be incorporated by reference
into such Prospectus Supplement and this Prospectus. Any statement contained in
a document incorporated or deemed to be incorporated by reference in any
Prospectus Supplement or in this Prospectus shall be deemed to be modified or
superseded for purposes of such Prospectus Supplement and this Prospectus to the
extent that a statement contained in any Prospectus Supplement or in this
Prospectus modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute part of any Prospectus Supplement.
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SUMMARY OF TERMS
The following summary 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 Securities contained in the
Prospectus Supplement to be prepared and delivered in connection with the
offering of Securities of such Series. Capitalized terms used and not otherwise
defined herein or in the related Prospectus Supplement shall have the meanings
set forth in the 'GLOSSARY OF TERMS' herein.
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SECURITIES OFFERED................. Asset-Backed Certificates (the 'Certificates') and Asset-Backed Notes
(the 'Notes'). Certificates are issuable from time to time in Series
pursuant to a Pooling and Servicing Agreement or Trust Agreement.
Each Certificate of a Series will evidence an interest in the Trust
Fund for such Series, or in an Asset Group specified in the related
Prospectus Supplement. Notes are issuable from time to time in
Series pursuant to an Indenture. Each Series of Securities will
consist of one or more Classes, one or more of which may be Classes
of Compound Interest Securities, Planned Amortization Class ('PAC')
Securities, Variable Interest Securities, Zero Coupon Securities,
Principal Only Securities, Interest Only Securities, Participating
Securities, Senior Securities or Subordinate Securities. Each Class
may differ in, among other things, the amounts allocated to and the
priority of principal and interest payments, Final Scheduled
Distribution Dates, Distribution Dates and interest rates. The
Securities of each Class will be issued in fully registered form in
the denominations specified in the related Prospectus Supplement. If
so specified in the related Prospectus Supplement, the Securities or
certain Classes of such Securities offered thereby may be available
in book-entry form only.
DEPOSITOR.......................... Lehman ABS Corporation (the 'Depositor') was incorporated in the State
of Delaware on January 29, 1988, and is a wholly-owned, special
purpose subsidiary of Lehman Commercial Paper Inc. ('LCPI'), which
itself is a wholly-owned subsidiary of Lehman Brothers Inc. ('Lehman
Brothers'), which is a wholly-owned subsidiary of Lehman Brothers
Holdings Inc. ('Holdings'). None of Lehman Brothers, LCPI, Holdings
nor any other affiliate of the Depositor, the Servicer, the Trustee
or the Seller has guaranteed or is otherwise obligated with respect
to the Securities of any Series. See 'THE DEPOSITOR.'
INTEREST PAYMENTS.................. Interest payments on the Securities of a Series entitled by their
terms to receive interest will be made on each Distribution Date, to
the extent set forth in, and at the applicable rate specified in (or
determined in the manner set forth in), the related Prospectus
Supplement. The interest rate on Securities of a Series may be
variable or change with changes in the rates of interest on the
related Loans or Underlying Loans relating to the Private
Securities, as applicable and/or as prepayments occur with respect
to such Loans or Underlying Loans, as applicable. Interest Only
Securities may be assigned a 'Notional Amount' set forth in the
related Prospectus Supplement which is used solely for convenience
in expressing the calculation of interest and for certain other
purposes and does not represent the right to receive any
distributions allocable to principal. Principal Only Securities may
not be entitled to receive any interest payments or may be entitled
to receive only nominal interest payments. Interest payable on the
Securities of a Series on a Distribution Date will include all
interest accrued during the period specified in the related
Prospectus Supplement. See 'DESCRIPTION OF THE SECURITIES--Payments
of Interest.'
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PRINCIPAL PAYMENTS................. All payments of principal of a Series of Securities will be made in an
aggregate amount determined as set forth in the related Prospectus
Supplement and will be paid at the times and will be allocated among
the Classes of such Series in the order and amounts, and will be
applied either on a pro rata or a random lot basis among all
Securities of any such Class, all as specified in the related
Prospectus Supplement.
FINAL SCHEDULED
DISTRIBUTION DATE
OF THE SECURITIES................ The Final Scheduled Distribution Date with respect to each Class of
Notes is the date no later than which principal thereof will be
fully paid and with respect to each Class of Certificates is the
date after which no Certificates of such Class are expected to
remain outstanding, in each case calculated on the basis of the
assumptions applicable to such Series described in the related
Prospectus Supplement. The Final Scheduled Distribution Date of a
Class may equal the maturity date of the Primary Asset in the
related Trust Fund which has the latest stated maturity or will be
determined as described herein and in the related Prospectus
Supplement.
The actual final Distribution Date of the Securities of a Series will
depend primarily upon the rate of payment (including prepayments,
liquidations due to default, the receipt of proceeds from casualty
insurance policies and repurchases) of the Loans or Underlying Loans
relating to the Private Securities, as applicable, in the related
Trust Fund. Unless otherwise specified in the related Prospectus
Supplement, the actual final Distribution Date of any Security is
likely to occur earlier and may occur substantially earlier or may
occur later than its Final Scheduled Distribution Date as a result
of the application of prepayments to the reduction of the principal
balances of the Securities and as a result of defaults on the
Primary Assets. The rate of payments on the Loans or Underlying
Loans relating to the Private Securities, as applicable, in the
Trust Fund for a Series will depend on a variety of factors,
including certain characteristics of such Loans or Underlying Loans,
as applicable, and the prevailing level of interest rates from time
to time, as well as on a variety of economic, demographic, tax,
legal, social and other factors. No assurance can be given as to the
actual prepayment experience with respect to a Series. See 'RISK
FACTORS--Prepayment and Yield Considerations' and 'DESCRIPTION OF
THE SECURITIES--Weighted Average Life of the Securities' herein.
OPTIONAL TERMINATION............... One or more Classes of Securities of any Series may be redeemed or
repurchased in whole or in part, at the Depositor's or the
Servicer's option, at such time and under the circumstances
specified in the related Prospectus Supplement, at the price set
forth therein. If so specified in the related Prospectus Supplement
for a Series of Securities, the Depositor, the Servicer, or such
other entity that is specified in the related Prospectus Supplement,
may, at its option, cause an early termination of the related Trust
Fund by repurchasing all of the Primary Assets remaining in the
Trust Fund on or after a specified date, or on or after such time as
the aggregate principal balance of the Securities of the Series or
the Primary Assets relating to such Series, as specified in the
related Prospectus Supplement, is less than the amount or percentage
specified in the related Prospectus Supplement. See 'DESCRIPTION OF
THE SECURITIES--Optional Purchase or Termination.'
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In addition, the Prospectus Supplement may provide other circumstances
under which Holders of Securities of a Series could be fully paid
significantly earlier than would otherwise be the case if payments
or distributions were solely based on the activity of the related
Primary Assets.
THE TRUST FUND..................... The Trust Fund for a Series of Securities will consist of one or more
of the assets described below, as described in the related Prospectus
Supplement.
A. PRIMARY ASSETS............. The Primary Assets for a Series may consist of any combination of the
following assets, to the extent and as specified in the related
Prospectus Supplement. The Primary Assets will be purchased from the
Seller or may be purchased by the Depositor in secondary market
transactions, not from the issuer of such Private Securities or an
affiliate thereof, or, in the case of the Loans, in privately
negotiated transactions, including transactions with entities
affiliated with the Depositor.
(1) LOANS................ Primary Assets for a Series will consist, in whole or in part, of
Loans. Some Loans may be delinquent or non-performing as specified in
the related Prospectus Supplement. Loans may be originated by or
acquired from an affiliate of the Depositor and an affiliate of the
Depositor may be an obligor with respect to any such Loan. To the
extent provided in the related Prospectus Supplement, additional
Loans may be periodically added to the Trust Fund, or may be removed
from time to time if certain asset value tests are met, as described
in the related Prospectus Supplement.
The 'Loans' for a Series will consist of (i) closed-end and/or
revolving home equity loans or certain balances thereof and/or loans
of which the proceeds have been applied to the purchase of the
related Mortgaged Property (collectively, 'Mortgage Loans') and (ii)
home improvement installment sales contracts and installment loan
agreements (the 'Home Improvement Contracts'). The Mortgage Loans
and the Home Improvement Contracts are collectively referred to
herein as the 'Loans.' Loans may, as specified in the related
Prospectus Supplement, have various payment characteristics,
including balloon or other irregular payment features, and may
accrue interest at a fixed rate or an adjustable rate.
As specified in the related Prospectus Supplement, the Loans will and
the Home Improvement Contracts may be secured by mortgages or deeds
of trust or other similar security instruments creating a lien on a
Mortgaged Property, which may be subordinated to one or more senior
liens on the Mortgaged Property, as described in the related
Prospectus Supplement. As specified in the related Prospectus
Supplement, Home Improvement Contracts may be unsecured or secured
by purchase money security interests in the Home Improvements
financed thereby. The Mortgaged Properties and the Home Improvements
are collectively referred to herein as the 'Properties.'
The related Prospectus Supplement will describe certain
characteristics of the Loans for a Series, including, without
limitation, and to the extent relevant: (a) the aggregate unpaid
principal balance of the Loans (or the aggregate unpaid principal
balance included in the Trust Fund for the related Series) and the
average outstanding principal balance of the Loans; (b) the weighted
average Loan Rate on the Loans as of the Cut-off Date; (c) the
Combined Loan-to-Value Ratios or Loan-to-Value Ratios, as
applicable, of the Loans, computed in the manner described in the
related Prospectus Supplement; (d) the percentage (by principal
balance as of the Cut-off Date) of Loans that accrue interest at
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adjustable or fixed interest rates; (e) any enhancement relating to
the Loans; (f) the percentage (by principal balance as of the
Cut-off Date) of Loans that are secured by Mortgaged Properties,
Home Improvement Loans or are unsecured; (g) the geographic
distribution of any Mortgaged Properties securing the Loans; (h) the
use and type of each Mortgaged Property securing a Loan; (i) the
lien priority of the Loans; (j) the credit limit utilization rates
of any Revolving Credit Line Loans; and (k) the delinquency status
and year of origination of the Loans.
(2) PRIVATE SECURITIES... Primary Assets for a Series may consist, in whole or in part, of
Private Securities which include (a) pass-through certificates
representing beneficial interests in loans of the type that would
otherwise be eligible to be Loans (the 'Underlying Loans') or (b)
collateralized obligations secured by Underlying Loans. Such
pass-through certificates or collateralized obligations will have
previously been (a) offered and distributed to the public pursuant
to an effective registration statement or (b) purchased in a
transaction not involving any public offering from a person who is
not an affiliate of the issuer of such securities at the time of
sale (nor an affiliate thereof at any time during the three
preceding months); provided a period of three years has elapsed
since the later of the date the securities were acquired from the
issuer or an affiliate thereof. Although individual Underlying Loans
may be insured or guaranteed by the United States or an agency or
instrumentality thereof, they need not be, and the Private
Securities themselves will not be so insured or guaranteed. See 'THE
TRUST FUNDS--Private Securities.' Unless otherwise specified in the
Prospectus Supplement relating to a Series of Securities, payments
on the Private Securities will be distributed directly to the
Trustee as registered owner of such Private Securities.
The related Prospectus Supplement for a Series will specify (such
disclosure may be on an approximate basis, as described above and
will be as of the date specified in the related Prospectus
Supplement) to the extent relevant and to the extent such
information is reasonably available to the Depositor and the
Depositor reasonably believes such information to be reliable: (i)
the aggregate approximate principal amount and type of any Private
Securities to be included in the Trust Fund for such Series; (ii)
certain characteristics of the Underlying Loans including (A) the
payment features of such Underlying Loans (i.e., whether they are
fixed rate or adjustable rate and whether they provide for fixed
level payments, negative amortization or other payment features),
(B) the approximate aggregate principal amount of such Underlying
Loans which are insured or guaranteed by a governmental entity, (C)
the servicing fee or range of servicing fees with respect to such
Underlying Loans, (D) the minimum and maximum stated maturities of
such Underlying Loans at origination, (E) the lien priority and the
credit utilization rates, if any, of such Underlying Loans, and (F)
the delinquency status and year of origination of such Underlying
Loans; (iii) the maximum original term-to-stated maturity of the
Private Securities; (iv) the weighted average term-to-stated
maturity of the Private Securities; (v) the pass-through or
certificate rate or ranges thereof for the Private Securities; (vi)
the sponsor or depositor of the Private Securities (the 'PS
Sponsor'), the servicer of the Private Securities (the 'PS
Servicer') and the trustee of the Private Securities (the 'PS
Trustee'); (vii) certain characteristics of enhancement, if any,
such as reserve funds, insurance policies, letters of credit or
guarantees, relating to the Loans underlying the Private Securities,
or to such Private Securities
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themselves; (viii) the terms on which the Underlying Loans may, or
are required to, be repurchased prior to stated maturity; and (ix)
the terms on which substitute Underlying Loans may be delivered to
replace those initially deposited with the PS Trustee. See 'THE
TRUST FUNDS--Additional Information' herein.
B. COLLECTION AND
DISTRIBUTION
ACCOUNTS................. Unless otherwise provided in the related Prospectus Supplement, all
payments on or with respect to the Primary Assets for a Series will
be remitted directly to an account (the 'Collection Account') to be
established for such Series with the Trustee or the Servicer, in the
name of the Trustee. Unless otherwise provided in the related
Prospectus Supplement, the Trustee shall be required to apply a
portion of the amount in the Collection Account, together with
reinvestment earnings from eligible investments specified in the
related Prospectus Supplement, to the payment of certain amounts
payable to the Servicer under the related Agreement and any other
person specified in the Prospectus Supplement, and to deposit a
portion of the amount in the Collection Account into a separate
account (the 'Distribution Account') to be established for such
Series, each in the manner and at the times established in the
related Prospectus Supplement. All amounts deposited in such
Distribution Account will be available, unless otherwise specified
in the related Prospectus Supplement, for (i) application to the
payment of principal of and interest on such Series of Securities on
the next Distribution Date, (ii) the making of adequate provision
for future payments on certain Classes of Securities and (iii) any
other purpose specified in the related Prospectus Supplement. After
applying the funds in the Collection Account as described above, any
funds remaining in the Collection Account may be paid over to the
Servicer, the Depositor, any provider of Enhancement with respect to
such Series (an 'Enhancer') or any other person entitled thereto in
the manner and at the times established in the related Prospectus
Supplement.
ENHANCEMENT........................ If stated in the Prospectus Supplement relating to a Series, the
Depositor will obtain an irrevocable letter of credit, surety bond,
certificate insurance policy, insurance policy or other form of
credit support (collectively, 'Enhancement') in favor of the Trustee
on behalf of the Holders of such Series and any other person
specified in such Prospectus Supplement from an institution
acceptable to the rating agency or agencies identified in the
related Prospectus Supplement as rating such Series of Securities
(collectively, the 'Rating Agency') for the purposes specified in
such Prospectus Supplement. The Enhancement will support the
payments on the Securities and may be used for other purposes, to
the extent and under the conditions specified in such Prospectus
Supplement. See 'ENHANCEMENT.'
Enhancement for a Series may include one or more of the following
types of Enhancement, or such other type of Enhancement specified in
the related Prospectus Supplement.
A. SUBORDINATE
SECURITIES............... If stated in the related Prospectus Supplement, Enhancement for a
Series may consist of one or more Classes of Subordinate Securities.
The rights of Holders of such Subordinate Securities to receive
distributions on any Distribution Date will be subordinate in right
and priority to the rights of holders of Senior Securities of the
Series, but only to the extent described in the related Prospectus
Supplement.
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B. INSURANCE.................. If stated in the related Prospectus Supplement, Enhancement for a
Series may consist of special hazard insurance policies, bankruptcy
bonds and other types of insurance supporting payments on the
Securities.
C. RESERVE FUNDS.............. If stated in the Prospectus Supplement, the Depositor may deposit
cash, a letter or letters of credit, short-term investments, or other
instruments acceptable to the Rating Agency in one or more reserve
funds to be established in the name of the Trustee (each, a 'Reserve
Fund'), which will be used, as specified in such Prospectus
Supplement, by the Trustee to make required payments of principal of
or interest on the Securities of such Series, to make adequate
provision for future payments on such Securities or for any other
purpose specified in the Agreement, with respect to such Series, to
the extent that funds are not otherwise available. In the
alternative or in addition to such deposit, a Reserve Fund for a
Series may be funded through application of all or a portion of the
excess cash flow from the Primary Assets for such Series, to the
extent described in the related Prospectus Supplement.
D. MINIMUM PRINCIPAL
PAYMENT AGREEMENT........ If stated in the Prospectus Supplement relating to a Series of
Securities, the Depositor will enter into a minimum principal payment
agreement (the 'Minimum Principal Payment Agreement') with an entity
meeting the criteria of the Rating Agency, pursuant to which such
entity will provide funds in the event that aggregate principal
payments on the Primary Assets for such Series are not sufficient to
make certain payments, as provided in the related Prospectus
Supplement. See 'ENHANCEMENT--Minimum Principal Payment Agreement.'
E. DEPOSIT
AGREEMENT................ If stated in the Prospectus Supplement, the Depositor and the Trustee
will enter into a guaranteed investment contract or an investment
agreement (the 'Deposit Agreement') pursuant to which all or a
portion of amounts held in the Collection Account, the Distribution
Account or in any Reserve Fund will be invested with the entity
specified in such Prospectus Supplement. The Trustee will be
entitled to withdraw amounts so invested, plus interest at a rate
equal to the Assumed Reinvestment Rate, in the manner specified in
the Prospectus Supplement. See 'ENHANCEMENT--Deposit Agreement.'
SERVICING.......................... The Servicer will be responsible for servicing, managing and making
collections on the Loans for a Series. In addition, the Servicer, if
so specified in the related Prospectus Supplement, will act as
custodian and will be responsible for maintaining custody of the
Loans and related documentation on behalf of the Trustee. Advances
with respect to delinquent payments of principal or interest on a
Loan will be made by the Servicer only to the extent described in
the related Prospectus Supplement. Such advances will be intended to
provide liquidity only and, unless otherwise specified in the
related Prospectus Supplement, reimbursable to the Servicer from
scheduled payments of principal and interest, late collections, or
from the proceeds of liquidation of the related Loans or from other
recoveries relating to such Loans (including any insurance proceeds
or payments from other credit support). In performing these
functions, the Servicer will exercise the same degree of skill and
care that it customarily exercises with respect to similar
receivables or Loans owned or serviced by it. Under certain limited
circumstances, the Servicer may resign or be removed, in which event
either the Trustee or a third-party servicer will be appointed as
successor servicer. The Servicer will receive a periodic fee as
servicing compensation (the 'Servicing Fee') and may, as specified
herein and in the related Prospectus Supplement, receive
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certain additional compensation. See 'SERVICING OF LOANS--Servicing
Compensation and Payment of Expenses' herein.
FEDERAL INCOME
TAX CONSIDERATIONS
A. DEBT SECURITIES AND
REMIC RESIDUAL
SECURITIES............... If (i) an election is made to treat all or a portion of a Trust Fund
for a Series as a 'real estate mortgage investment conduit' (a
'REMIC') or (ii) so provided in the related Prospectus Supplement, a
Series of Securities will include one or more Classes of taxable
debt obligations under the Internal Revenue Code of 1986, as amended
(the 'Code'). Stated interest with respect to such Classes of
Securities will be reported by a Holder in accordance with the
Holder's method of accounting except that, in the case of Securities
constituting 'regular interests' in a REMIC ('Regular Interests'),
such interest will be required to be reported on the accrual method
regardless of a Holder's usual method of accounting. Securities that
are Compound Interest Securities, Zero Coupon Securities or Interest
Only Securities will, and certain other Classes of Securities may,
be issued with original issue discount that is not de minimis. In
such cases, the Holder will be required to include original issue
discount in gross income as it accrues, which may be prior to the
receipt of cash attributable to such income. If a Security is issued
at a premium, the holder may be entitled to make an election to
amortize such premium on a constant yield method.
In the case of a REMIC election, a Class of Securities may be treated
as REMIC 'residual interests' ('Residual Interests'). A holder of a
Residual Interest will be required to include in its income its pro
rata share of the taxable income of the REMIC. In certain
circumstances, the holder of a Residual Interest may have REMIC
taxable income or tax liability attributable to REMIC taxable income
for a particular period in excess of cash distributions for such
period or have an after-tax return that is less than the after-tax
return on comparable debt instruments. In addition, a portion (or,
in some cases, all) of the income from a Residual Interest (i)
except in certain circumstances with respect to a Holder classified
as a thrift institution under the Code, may not be subject to offset
by losses from other activities, (ii) for a Holder that is subject
to tax under the Code on unrelated business taxable income, may be
treated as unrelated business taxable income and (iii) for a foreign
holder, may not qualify for exemption from or reduction of
withholding. In addition, (i) Residual Interests are subject to
transfer restrictions and (ii) certain transfers of Residual
Interests will not be recognized for federal income tax purposes.
Further, individual holders are subject to limitations on the
deductibility of expenses of the REMIC. See 'CERTAIN FEDERAL INCOME
TAX CONSIDERATIONS.'
B. NON-REMIC
PASS-THROUGH
SECURITIES............... If so specified in the related Prospectus Supplement, the Trust Fund
for a Series will be treated as a grantor trust and will not be
classified as an association taxable as a corporation for federal
income tax purposes and Holders of Securities of such Series
('Pass-Through Securities') will be treated as owning directly
rights to receive certain payments of interest or principal, or
both, on the Primary Assets held in the Trust Fund for such Series.
All income with respect to a Stripped Security (as defined herein)
will be accounted for as original issue discount and, unless
otherwise specified in the related Prospectus Supplement, will
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be reported by the Trustee on an accrual basis, which may be prior
to the receipt of cash associated with such income.
The holder of a Pass-Through Security must include in income its share
of all income of the Trust Fund to the extent such income is
allocable to it and may, subject to certain limitations for
individual Holders, deduct its share of all expenses of the Trust
Fund. See 'CERTAIN FEDERAL INCOME TAX CONSIDERATIONS.'
C. OWNER TRUST
SECURITIES............... If so specified in the Prospectus Supplement, the Trust Fund will be
treated as a partnership for purposes of federal and state income
tax. Each Noteholder, by the acceptance of a Note of a given series,
will agree to treat such Note as indebtedness, and each
Certificateholder, by the acceptance of a Certificate of a given
series, will agree to treat the related Trust as a partnership in
which such Certificateholder is a partner for federal income and
state tax purposes. Alternative characterizations of such Trust and
such Certificates are possible, but would not result in materially
adverse tax consequences to Certificateholders. See 'CERTAIN FEDERAL
INCOME TAX CONSIDERATIONS.'
ERISA CONSIDERATIONS............... A fiduciary of any employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended ('ERISA'), or the
Code should carefully review with its own legal advisors whether the
purchase or holding of Securities could give rise to a transaction
prohibited or otherwise impermissible under ERISA or the Code. See
'ERISA CONSIDERATIONS.'
LEGAL INVESTMENT................... Unless otherwise specified in the related Prospectus Supplement,
Securities of each Series offered by this Prospectus and the related
Prospectus Supplement will not constitute 'mortgage related
securities' under the Secondary Mortgage Market Enhancement Act of
1984 ('SMMEA'). Investors whose investment authority is subject to
legal restrictions should consult their own legal advisors to
determine whether and to what extent the Securities constitute legal
investments for them. See 'LEGAL INVESTMENT.'
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
Primary Assets, (ii) to repay indebtedness which has been incurred
to obtain funds to acquire such Primary Assets, (iii) to establish
any Reserve Funds described in the related Prospectus Supplement and
(iv) to pay costs of structuring and issuing such Securities,
including the costs of obtaining Enhancement, if any. If so
specified in the related Prospectus Supplement, the purchase of the
Primary Assets for a Series may be effected by an exchange of
Securities with the Seller of such Primary Assets. See 'USE OF
PROCEEDS.'
RATINGS............................ It will be a requirement for issuance of any Series that the
Securities offered by this Prospectus and the related Prospectus
Supplement be rated by at least one Rating Agency in one of its four
highest applicable rating categories. The rating or ratings
applicable to Securities of each Series offered hereby and by the
related Prospectus Supplement will be as set forth in the related
Prospectus Supplement. A securities rating should be evaluated
independently of similar ratings on different types of securities. A
securities rating does not address the effect that the rate of
prepayments on Loans or Underlying Loans relating to Private
Securities, as applicable, for a Series may have on the yield to
investors in the Securities of such Series. See 'RISK
FACTORS--Rating of Securities.'
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RISK FACTORS
Investors should consider, among other things, the following factors in
connection with the purchase of the Securities.
Limited Liquidity. There will be no market for the Securities of any
Series prior to the issuance thereof, and there can be no assurance that a
secondary market will develop or, if it does develop, that it will provide
Holders with liquidity of investment or will continue for the life of the
Securities of such Series. Lehman Brothers, through one or more of its
affiliates, and the other underwriters, if any, specified in the related
Prospectus Supplement, presently expect to make a secondary market in the
Securities, but have no obligation to do so.
Limited Assets. The Depositor does not have, nor is it expected to have,
any significant assets. The Securities of a Series will be payable solely from
the assets of the Trust Fund for such Securities. There will be no recourse to
the Depositor or any other person for any default on the Notes or any failure to
receive distributions on the Certificates. Further, unless otherwise stated in
the related Prospectus Supplement, at the times set forth in the related
Prospectus Supplement, certain Primary Assets and/or any balance remaining in
the Collection Account or Distribution Account immediately after making all
payments due on the Securities of such Series and other payments specified in
the related Prospectus Supplement, may be promptly released or remitted to the
Depositor, the Servicer, the Enhancer or any other person entitled thereto and
will no longer be available for making payments to Holders. Consequently,
holders of Securities of each Series must rely solely upon payments with respect
to the Primary Assets and the other assets constituting the Trust Fund for a
Series of Securities, including, if applicable, any amounts available pursuant
to any Enhancement for such Series, for the payment of principal of and interest
on the Securities of such Series.
Holders of Notes will be required under the Indenture to proceed only
against the Primary Assets and other assets constituting the related Trust Fund
in the case of a default with respect to such Notes and may not proceed against
any assets of the Depositor. If payments with respect to the Primary Assets and
such other assets securing a Series of Notes, including any Enhancement, were to
become insufficient to make payments on such Notes, no other assets would be
available for payment of the deficiency.
The only obligations, if any, of the Depositor with respect to the
Securities of any Series will be pursuant to certain representations and
warranties. See 'THE AGREEMENTS--Assignment of Primary Assets' herein. The
Depositor does not have, and is not expected in the future to have, any
significant assets with which to meet any obligation to repurchase Primary
Assets with respect to which there has been a breach of any representation or
warranty. If, for example, the Depositor were required to repurchase a Primary
Asset, its only sources of funds to make such repurchase would be from funds
obtained from the enforcement of a corresponding obligation, if any, on the part
of the originator of the Primary Assets, the Servicer or the Seller, as the case
may be, or from a Reserve Fund established to provide funds for such
repurchases.
Enhancement. Although such Enhancement is intended to reduce the risk of
delinquent payments or losses to holders of Securities entitled to the benefit
thereof, the amount of such Enhancement will be limited, as set forth in the
related Prospectus Supplement, and will decline and could be depleted under
certain circumstances prior to the payment in full of the related Series of
Securities, and as a result Holders may suffer losses. See 'ENHANCEMENT.'
Prepayment and Yield Considerations. The yield to maturity experienced by
a holder of Securities may be affected by the rate of payment of principal of
the Loans or Underlying Loans relating to the Private Securities, as applicable.
The timing of principal payments of the Securities of a Series will be affected
by a number of factors, including the following: (i) the extent of prepayments
of the Loans or Underlying Loans relating to the Private Securities, as
applicable, which prepayments may be influenced by a variety of factors, (ii)
the manner of allocating principal payments among the Classes of Securities of a
Series as specified in the related Prospectus Supplement and (iii) the exercise
by the party entitled thereto of any right of optional termination. See
'DESCRIPTION OF THE SECURITIES--Weighted Average Life of Securities.'
Prepayments may also result from repurchases of Loans or Underlying Loans, as
applicable, due to material breaches of the Seller's or the Depositor's
warranties.
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Interest payable on the Securities of a Series on a Distribution Date will
include all interest accrued during the period specified in the related
Prospectus Supplement. In the event interest accrues during the calendar month
prior to a Distribution Date, the effective yield to Holders will be reduced
from the yield that would otherwise be obtainable if interest payable on the
Security were to accrue through the day immediately preceding each Distribution
Date, and the effective yield (at par) to Holders will be less than the
indicated coupon rate. See 'DESCRIPTION OF THE SECURITIES--Payments of
Interest.'
Nature of Mortgages; Properties. Since the Mortgages are primarily junior
liens subordinate to the rights of the mortgagee under the related senior
mortgage or mortgages, the proceeds from any liquidation, insurance or
condemnation proceedings will be available to satisfy the outstanding balance of
such junior mortgage only to the extent that the claims of such senior
mortgagees have been satisfied in full, including any related foreclosure costs.
In addition, a junior mortgagee may not foreclose on the Property securing a
junior mortgage unless it forecloses subject to the senior mortgages, in which
case it must either pay the entire amount due on the senior mortgages to the
senior mortgagees at or prior to the foreclosure sale or undertake the
obligation to make payments on the senior mortgages in the event the mortgagor
is in default thereunder. The Trust Fund will not have any source of funds to
satisfy the senior mortgages or make payments due to the senior mortgagees.
There are several factors that could adversely affect the value of
Properties such that the outstanding balance of the related Loan, together with
any senior financing on the Properties, would equal or exceed the value of the
Properties. Among the factors that could adversely affect the value of the
Properties are an overall decline in the residential real estate market in the
areas in which the Properties are located or a decline in the general condition
of the Properties as a result of failure of borrowers to maintain adequately the
Properties or of natural disasters that are not necessarily covered by
insurance, such as earthquakes and floods. Any such decline could extinguish the
value of a junior interest in Property before having any effect on the related
senior interest therein. If such a decline occurs, the actual rates of
delinquencies, foreclosure and losses on the junior Loans could be higher than
those currently experienced in the mortgage lending industry in general.
Environmental Risks. Real property pledged as security to a lender may be
subject to certain environmental risks. Under the laws of certain states,
contamination of a property may give rise to a lien on the property to assure
the costs of clean-up. In several states, such a lien has priority over the lien
of an existing mortgage or owner's interest against such property. In addition,
under the laws of some states and under the federal Comprehensive Environmental
Response, Compensation, and Liability Act of 1980 ('CERCLA'), a lender may be
liable, as an 'owner' or 'operator,' for costs of addressing releases or
threatened releases of hazardous substances that require remedy at a property,
if agents or employees of the lender have become sufficiently involved in the
operations of the borrower, regardless of whether or not the environmental
damage or threat was caused by a prior owner. A lender also risks such liability
on foreclosure of the Mortgaged Property.
Certain Other Legal Considerations Regarding the Loans. Applicable state
laws generally regulate interest rates and other charges and require certain
disclosures. In addition, other state laws, public policy and general principles
of equity relating to the protection of consumers, unfair and deceptive
practices and debt collection practices may apply to the origination, servicing
and collection of the Loans. Depending on the provisions of the applicable law
and the specific facts and circumstances involved, violations of these laws,
policies and principles may limit the ability of the Servicer to collect all or
part of the principal of or interest on the Loans, may entitle the borrower to a
refund of amounts previously paid and, in addition, could subject the owner of
the Loan to damages and administrative enforcement.
The Loans are also subject to Federal laws, including:
(i) the Federal Truth in Lending Act and Regulation Z promulgated
thereunder, which require certain disclosures to the borrowers regarding
the terms of the Loans;
(ii) the Equal Credit Opportunity Act and Regulation B promulgated
thereunder, which prohibit discrimination on the basis of age, race, color,
sex, religion, marital status, national origin, receipt of public
assistance or the exercise of any right under the Consumer Credit
Protection Act, in the extension of credit; and
(iii) the Fair Credit Reporting Act, which regulates the use and
reporting of information related to the borrower's credit experience.
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Violations of certain provisions of these Federal laws may limit the
ability of the Servicer to collect all or part of the principal of or interest
on the Loans and in addition could subject the Trust Fund to damages and
administrative enforcement. The Loans may be subject to the Home Ownership and
Equity Protection Act of 1994 (the 'Act') which amended the Truth in Lending Act
as it applies to mortgages subject to the Act. The Act requires certain
additional disclosures, specifies the timing of such disclosures and limits or
prohibits inclusion of certain provisions in mortgages subject to the Act. The
Act also provides that any purchaser or assignee of a mortgage covered by the
Act is subject to all of the claims and defenses which the borrower could assert
against the original lender. The maximum damages that may be recovered under the
Act from an assignee is the remaining amount of indebtedness plus the total
amount paid by the borrower in connection with the Loan. If the Trust Fund
includes Loans subject to the Act, it will be subject to all of the claims and
defenses which the borrower could assert against the Seller. Any violation of
the Act which would result in such liability would be a breach of the Seller's
representations and warranties, and the Seller would be obligated to cure,
repurchase or, if permitted by the Agreement, substitute for the Loan in
question. See 'CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS' herein.
The Home Improvement Contracts are also subject to the Preservation of
Consumers' Claims and Defenses regulations of the Federal Trade Commission and
other similar federal and state statutes and regulations (collectively, the
'Holder in Due Course Rules'), which protect the homeowner from defective
craftsmanship or incomplete work by a contractor. These laws permit the obligor
to withhold payment if the work does not meet the quality and durability
standards agreed to by the homeowner and the contractor. The Holder in Due
Course Rules have the effect of subjecting any assignee of the seller in a
consumer credit transaction to all claims and defenses which the obligor in the
credit sale transaction could assert against the seller of the goods.
Rating of the Securities. It will be a condition to the issuance of a
Series of Securities that they be rated in one of the four highest rating
categories by the Rating Agency identified in the related Prospectus Supplement.
Any such rating would be based on, among other things, the adequacy of the value
of the Primary Assets and any Enhancement with respect to such Series. Such
rating should not be deemed a recommendation to purchase, hold or sell
Securities, inasmuch as it does not address market price or suitability for a
particular investor. There is also no assurance that any such rating will remain
in effect for any given period of time or may not be lowered or withdrawn
entirely by the Rating Agency if in its judgment circumstances in the future so
warrant. In addition to being lowered or withdrawn due to any erosion in the
adequacy of the value of the Primary Assets, such rating might also be lowered
or withdrawn, among other reasons, because of an adverse change in the financial
or other condition of an Enhancer or a change in the rating of such Enhancer's
long term debt.
Other Considerations. There is no assurance that the market value of the
Primary Assets or any other assets for a Series will at any time be equal to or
greater than the aggregate principal amount of the Securities of such Series
then outstanding, plus accrued interest thereon. Moreover, upon an event of
default under the Indenture for a Series of Notes and a sale of the assets in
the Trust Fund or upon a sale of the assets of a Trust Fund for a Series of
Certificates, the Trustee, the Servicer, if any, the Enhancer and any other
service provider specified in the related Prospectus Supplement generally will
be entitled to receive the proceeds of any such sale to the extent of unpaid
fees and other amounts owing to such persons under the related Agreement prior
to distributions to holders of Securities. Upon any such sale, the proceeds
thereof may be insufficient to pay in full the principal of and interest on the
Securities of such Series.
Liquidation expenses with respect to defaulted loans do not vary directly
with the outstanding principal balance of the loan at the time of default.
Therefore, assuming that a servicer took the same steps in realizing upon a
defaulted loan having a small remaining principal balance as it would in the
case of a defaulted loan having a larger principal balance, the amount realized
after expenses of liquidation would be smaller as a percentage of the
outstanding principal balance of the smaller loan than would be the case with a
larger loan. Because the average outstanding principal balances of the Loans are
small relative to the size of the loans in a typical pool of first mortgages,
realizations net of liquidation expenses on defaulted Loans may also be smaller
as a percentage of the principal amount of the Loans than would such net
realizations in the case of a typical pool of first mortgage loans.
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DESCRIPTION OF THE SECURITIES
GENERAL
Each Series of Notes will be issued pursuant to an indenture (the
'Indenture') between the related Trust Fund and the entity named in the related
Prospectus Supplement as trustee (the 'Trustee') with respect to such Series. A
form of Indenture has been filed as an exhibit to the Registration Statement of
which this Prospectus forms a part. The Certificates will also be issued in
Series pursuant to separate agreements (each, a 'Pooling and Servicing
Agreement' or a 'Trust Agreement') among the Depositor, the Servicer, if the
Series relates to Loans, and the Trustee. A form of Pooling and Servicing
Agreement has been filed as an exhibit to the Registration Statement of which
this Prospectus forms a part. A Series may consist of both Notes and
Certificates.
The Seller may agree to reimburse the Depositor for certain fees and
expenses of the Depositor incurred in connection with the offering of the
Securities.
The following summaries describe certain provisions in the Agreements
common to each Series of Securities. The summaries do not purport to be complete
and are subject to, and are qualified in their entirety by reference to, the
provisions of the Agreements and the Prospectus Supplement relating to each
Series of Securities. Where particular provisions or terms used in the
Agreements are referred to, the actual provisions (including definitions of
terms) are incorporated herein by reference as part of such summaries.
Each Series of Securities will consist of one or more Classes of
Securities, one or more of which may be Compound Interest Securities, Variable
Interest Securities, PAC Securities, Zero Coupon Securities, Principal Only
Securities, Interest Only Securities or Participating Securities. A Series may
also include one or more Classes of Subordinate Securities. The Securities of
each Series will be issued only in fully registered form, without coupons, in
the authorized denominations for each Class specified in the related Prospectus
Supplement. Upon satisfaction of the conditions, if any, applicable to a Class
of a Series, as described in the related Prospectus Supplement, the transfer of
the Securities may be registered and the Securities may be exchanged at the
office of the Trustee specified in the Prospectus Supplement without the payment
of any service charge other than any tax or governmental charge payable in
connection with such registration of transfer or exchange. If specified in the
related Prospectus Supplement, one or more Classes of a Series may be available
in book-entry form only.
Unless otherwise provided in the related Prospectus Supplement, payments of
principal of and interest on a Series of Securities will be made on the
Distribution Dates specified in the Prospectus Supplement relating to such
Series by check mailed to Holders of such Series, registered as such at the
close of business on the record date specified in the related Prospectus
Supplement applicable to such Distribution Dates at their addresses appearing on
the security register, except that (a) payments may be made by wire transfer (at
the expense of the Holder requesting payment by wire transfer) in certain
circumstances described in the related Prospectus Supplement and (b) final
payments of principal in retirement of each Security will be made only upon
presentation and surrender of such Security at the office of the Trustee
specified in the Prospectus Supplement. Notice of the final payment on a
Security will be mailed to the holder of such Security before the Distribution
Date on which the final principal payment on any Security is expected to be made
to the holder of such Security.
Payments of principal of and interest on the Securities will be made by the
Trustee, or a paying agent on behalf of the Trustee, as specified in the related
Prospectus Supplement. Unless otherwise provided in the related Prospectus
Supplement, all payments with respect to the Primary Assets for a Series,
together with reinvestment income thereon, amounts withdrawn from any Reserve
Fund, and amounts available pursuant to any other Enhancement will be deposited
directly into the Collection Account and, net, if and as provided in the related
Prospectus Supplement, of certain amounts payable to the related Servicer and
any other person specified in the Prospectus Supplement, will thereafter be
deposited into the Distribution Account and will be available to make payments
on Securities of such Series on the next Distribution Date, as the case may be.
See 'THE TRUST FUNDS--Collection and Distribution Accounts.'
VALUATION OF THE PRIMARY ASSETS
If specified in the related Prospectus Supplement for a Series of Notes,
each Primary Asset included in the related Trust Fund for a Series will be
assigned an initial 'Asset Value.' Unless otherwise specified in the related
Prospectus Supplement, at any time the Asset Value of the Primary Assets will be
equal to the product of
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the Asset Value Percentage as set forth in the Indenture and the lesser of (a)
the stream of remaining regularly scheduled payments on the Primary Assets, net,
unless otherwise provided in the related Prospectus Supplement, of certain
amounts payable as expenses, together with income earned on each such scheduled
payment received through the day preceding the next Distribution Date at the
Assumed Reinvestment Rate, if any, discounted to present value at the highest
interest rate on the Notes of such Series over periods equal to the interval
between payments on the Notes, and (b) the then principal balance of the Primary
Assets. Unless otherwise specified in the related Prospectus Supplement, the
initial Asset Value of the Primary Assets will be at least equal to the
principal amount of the Notes of the related Series at the date of issuance
thereof.
The 'Assumed Reinvestment Rate', if any, for a Series will be the highest
rate permitted by the Rating Agency or a rate insured by means of a surety bond,
guaranteed investment contract, Deposit Agreement or other arrangement
satisfactory to the Rating Agency. If the Assumed Reinvestment Rate is so
insured, the related Prospectus Supplement will set forth the terms of such
arrangement.
PAYMENTS OF INTEREST
The Securities of each Class by their terms entitled to receive interest
will bear interest (calculated, unless otherwise specified in the related
Prospectus Supplement, on the basis of a 360-day year of twelve 30-day months)
from the date and at the rate per annum specified, or calculated in the method
described, in the related Prospectus Supplement. Interest on such Securities of
a Series will be payable on the Distribution Date specified in the related
Prospectus Supplement. The rate of interest on Securities of a Series may be
variable or may change with changes in the annual percentage rates of the Loans
or Underlying Loans relating to the Private Securities, as applicable included
in the related Trust Fund and/or as prepayments occur with respect to such Loans
or Underlying Loans, as applicable. Principal Only Securities may not be
entitled to receive any interest distributions or may be entitled to receive
only nominal interest distributions. Any interest on Zero Coupon Securities that
is not paid on the related Distribution Date will accrue and be added to the
principal thereof on such Distribution Date.
Interest payable on the Securities on a Distribution Date will include all
interest accrued during the period specified in the related Prospectus
Supplement. In the event interest accrues during the calendar month preceding a
Distribution Date, the effective yield to Holders will be reduced from the yield
that would otherwise be obtainable if interest payable on the Securities were to
accrue through the day immediately preceding such Distribution Date.
PAYMENTS OF PRINCIPAL
On each Distribution Date for a Series, principal payments will be made to
the holders of the Securities of such Series on which principal is then payable,
to the extent set forth in the related Prospectus Supplement. Such payments will
be made in an aggregate amount determined as specified in the related Prospectus
Supplement and will be allocated among the respective Classes of a Series in the
manner, at the times and in the priority (which may, in certain cases, include
allocation by random lot) set forth in the related Prospectus Supplement.
FINAL SCHEDULED DISTRIBUTION DATE
The Final Scheduled Distribution Date with respect to each Class of Notes
is the date no later than which principal thereof will be fully paid and with
respect to each Class of a Series of Certificates will be the date on which the
entire aggregate principal balance of such Class is expected to be reduced to
zero, in each case calculated on the basis of the assumptions applicable to such
Series described in the related Prospectus Supplement. The Final Scheduled
Distribution Date for each Class of a Series will be specified in the related
Prospectus Supplement. Since payments on the Primary Assets will be used to make
distributions in reduction of the outstanding principal amount of the
Securities, it is likely that the actual final Distribution Date of any such
Class will occur earlier, and may occur substantially earlier, than its Final
Scheduled Distribution Date. Furthermore, with respect to a Series of
Certificates, unless otherwise specified in the related Prospectus Supplement,
as a result of delinquencies, defaults and liquidations of the Primary Assets in
the Trust Fund, the actual final Distribution Date of any Certificate may occur
later than its Final Scheduled Distribution Date. No assurance can be given as
to the actual prepayment experience with respect to a Series. See 'Weighted
Average Life of the Securities' below.
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SPECIAL REDEMPTION
If so specified in the Prospectus Supplement relating to a Series of
Securities having other than monthly Distribution Dates, one or more Classes of
Securities of such Series may be subject to special redemption, in whole or in
part, on the day specified in the related Prospectus Supplement (a 'Special
Redemption Date') if, as a consequence of prepayments on the Loans or Underlying
Loans, as applicable, relating to such Securities or low yields then available
for reinvestment, the entity specified in the related Prospectus Supplement
determines, based on assumptions specified in the applicable Agreement, that the
amount available for the payment of interest that will have accrued on such
Securities (the 'Available Interest Amount') through the designated interest
accrual date specified in the related Prospectus Supplement is less than the
amount of interest that will have accrued on such Securities to such date. In
such event and as further described in the related Prospectus Supplement, the
Trustee will redeem a principal amount of outstanding Securities of such Series
as will cause the Available Interest Amount to equal the amount of interest that
will have accrued through such designated interest accrual date for such Series
of Securities outstanding immediately after such redemption.
OPTIONAL REDEMPTION, PURCHASE OR TERMINATION
The Depositor or the Servicer may, at its option, redeem, in whole or in
part, one or more Classes of Notes or purchase one or more Classes of
Certificates of any Series, on any Distribution Date under the circumstances, if
any, specified in the Prospectus Supplement relating to such Series.
Alternatively, if so specified in the related Prospectus Supplement for a Series
of Certificates, the Depositor, the Servicer, or another entity designated in
the related Prospectus Supplement may, at its option, cause an early termination
of a Trust Fund by repurchasing all of the Primary Assets from such Trust Fund
on or after a date specified in the related Prospectus Supplement, or on or
after such time as the aggregate outstanding principal amount of the
Certificates or Primary Assets, as specified in the related Prospectus
Supplement, is less than the amount or percentage specified in the related
Prospectus Supplement. Notice of such redemption, purchase or termination must
be given by the Depositor or the Trustee prior to the related date. The
redemption, purchase or repurchase price will be set forth in the related
Prospectus Supplement. If specified in the related Prospectus Supplement, in the
event that a REMIC election has been made, the Trustee shall receive a
satisfactory opinion of counsel that the optional redemption, purchase or
termination will be conducted so as to constitute a 'qualified liquidation'
under Section 860F of the Code.
In addition, the Prospectus Supplement may provide other circumstances
under which Holders of Securities of a Series could be fully paid significantly
earlier than would otherwise be the case if payments or distributions were
solely based on the activity of the related Primary Assets.
WEIGHTED AVERAGE LIFE OF THE SECURITIES
Weighted average life refers to the average amount of time that will elapse
from the date of issue of a security until each dollar of principal of such
security will be repaid to the investor. Unless otherwise specified in the
related Prospectus Supplement, the weighted average life of the Securities of a
Class will be influenced by the rate at which the amount financed under the
Loans or Underlying Loans relating to the Private Securities, as applicable,
included in the Trust Fund for a Series is paid, which may be in the form of
scheduled amortization or prepayments.
Prepayments on loans and other receivables can be measured relative to a
prepayment standard or model. The Prospectus Supplement for a Series of
Securities will describe the prepayment standard or model, if any, used and may
contain tables setting forth the projected weighted average life of each Class
of Securities of such Series and the percentage of the original principal amount
of each Class of Securities of such Series that would be outstanding on
specified Distribution Dates for such Series based on the assumptions stated in
such Prospectus Supplement, including assumptions that prepayments on the Loans
or Underlying Loans relating to the Private Securities, as applicable, included
in the related Trust Fund are made at rates corresponding to various percentages
of the prepayment standard or model specified in such Prospectus Supplement.
There is, however, no assurance that prepayment of the Loans or Underlying
Loans relating to the Private Securities, as applicable, included in the related
Trust Fund will conform to any level of any prepayment standard or model
specified in the related Prospectus Supplement. The rate of principal
prepayments on pools of loans is influenced by a variety of economic,
demographic, geographic, legal, tax, social and other factors.
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The rate of prepayments of conventional housing loans and other receivables
has fluctuated significantly in recent years. In general, however, if prevailing
interest rates fall significantly below the interest rates on the Loans or
Underlying Loans relating to the Private Securities, as applicable, for a
Series, such loans are likely to prepay at rates higher than if prevailing
interest rates remain at or above the interest rates borne by such loans. In
this regard, it should be noted that the Loans or Underlying Loans, as
applicable, for a Series may have different interest rates. In addition, the
weighted average life of the Securities may be affected by the varying
maturities of the Loans or Underlying Loans relating to the Private Securities,
as applicable. If any Loans or Underlying Loans relating to the Private
Securities, as applicable, for a Series have actual terms-to-stated maturity of
less than those assumed in calculating the Final Scheduled Distribution Date of
the related Securities, one or more Classes of the Series may be fully paid
prior to their respective Final Scheduled Distribution Dates, even in the
absence of prepayments and a reinvestment return higher than the Assumed
Reinvestment Rate.
THE TRUST FUNDS
GENERAL
The Notes of each Series will be secured by the pledge of the assets of the
related Trust Fund, and the Certificates of each Series will represent interests
in the assets of the related Trust Fund. The Trust Fund of each Series will
include assets purchased from the Seller composed of (i) the Primary Assets,
(ii) amounts available from the reinvestment of payments on such Primary Assets
at the Assumed Reinvestment Rate, if any, specified in the related Prospectus
Supplement, (iii) any Enhancement, (iv) any Property that secured a Loan but
which is acquired by foreclosure or deed in lieu of foreclosure or repossession
and (v) the amount, if any, initially deposited in the Collection Account or
Distribution Account for a Series as specified in the related Prospectus
Supplement.
The Securities will be non-recourse obligations of the related Trust Fund.
The assets of the Trust Fund specified in the related Prospectus Supplement for
a Series of Securities, unless otherwise specified in the related Prospectus
Supplement will serve as collateral only for that Series of Securities. Holders
of a Series of Notes may only proceed against such collateral securing such
Series of Notes in the case of a default with respect to such Series of Notes
and may not proceed against any assets of the Depositor or the related Trust
Fund not pledged to secure such Notes.
The Primary Assets for a Series will be sold by the Seller to the Depositor
or purchased by the Depositor in secondary market transactions, not from the
issuer of such Private Securities or an affiliate thereof, or, in the case of
the Loans, or in privately negotiated transactions, which may include
transactions with affiliates and will be transferred by the Depositor to the
Trust Fund. Loans relating to a Series will be serviced by the Servicer, which
may be the Seller, specified in the related Prospectus Supplement, pursuant to a
Pooling and Servicing Agreement, with respect to a Series of Certificates or a
servicing agreement (each, a 'Servicing Agreement') between the Trust Fund and
Servicer, with respect to a Series of Notes.
As used herein, 'Agreement' means, with respect to a Series of
Certificates, the Pooling and Servicing Agreement or Trust Agreement, and with
respect to a Series of Notes, the Indenture and the Servicing Agreement, as the
context requires.
If so specified in the related Prospectus Supplement, a Trust Fund relating
to a Series of Securities may be a business trust formed under the laws of the
state specified in the related Prospectus Supplement pursuant to a trust
agreement (each, a 'Trust Agreement') between the Depositor and the trustee of
such Trust Fund specified in the related Prospectus Supplement.
With respect to each Trust Fund, prior to the initial offering of the
related Series of Securities, the Trust Fund will have no assets or liabilities.
No Trust Fund is expected to engage in any activities other than acquiring,
managing and holding the related Primary Assets and other assets contemplated
herein and in the related Prospectus Supplement and the proceeds thereof,
issuing Securities and making payments and distributions thereon and certain
related activities. No Trust Fund is expected to have any source of capital
other than its assets and any related Enhancement.
Primary Assets included in the Trust Fund for a Series may consist of any
combination of Loans and Private Securities, to the extent and as specified in
the related Prospectus Supplement.
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THE LOANS
Mortgage Loans. The Primary Assets for a Series may consist, in whole or
in part, of revolving home equity loans or certain balances thereof (the
'Revolving Credit Line Loans') or closed-end and/or loans of which the proceeds
have been applied to the purchase of the related Mortgaged Property (together,
the 'Closed-End Loans' and, collectively with the Revolving Credit Line Loans,
the 'Mortgage Loans') secured by mortgages primarily on Single Family Properties
which may be subordinated to other mortgages on the same Mortgaged Property. The
Mortgage Loans may have fixed interest rates or adjustable interest rates and
may provide for other payment characteristics as described below and in the
related Prospectus Supplement.
As more fully described in the related Prospectus Supplement, interest on
each Revolving Credit Line Loan, excluding introductory rates offered from time
to time during promotional periods, may be computed and payable monthly on the
average daily outstanding principal balance of such loan. Principal amounts on
the Revolving Credit Line Loans may be drawn down (up to a maximum amount as set
forth in the related Prospectus Supplement) or repaid under each Revolving
Credit Line Loan from time to time. If specified in the related Prospectus
Supplement, new draws by borrowers under the Revolving Credit Line Loans will
automatically become part of the Trust Fund for a Series. As a result, the
aggregate balance of the Revolving Credit Line Loans will fluctuate from day to
day as new draws by borrowers are added to the Trust Fund and principal payments
are applied to such balances and such amounts will usually differ each day, as
more specifically described in the related Prospectus Supplement. Unless
otherwise described in the related Prospectus Supplement, the full principal
amount of a Closed-End Loan is advanced at origination of the loan and generally
is repayable in equal (or substantially equal) installments of an amount
sufficient to fully amortize such loan at its stated maturity. As more fully
described in the related Prospectus Supplement, interest on each Closed-End Loan
is calculated on the basis of the outstanding principal balance of such loan
multiplied by the Loan Rate thereon and further multiplied by either a fraction,
the numerator of which is the number of days in the period elapsed since the
preceding payment of interest was made and the denominator is the number of days
in the annual period for which interest accrues on such loan or a fraction which
is 30 over 360. Unless otherwise described in the related Prospectus Supplement,
the original terms to stated maturity of Closed-End Loans will not exceed 360
months. Under certain circumstances, under either a Revolving Credit Line Loan
or a Closed-End Loan, a borrower may choose an interest only payment option and
is obligated to pay only the amount of interest which accrues on the loan during
the billing cycle. An interest only payment option may be available for a
specified period before the borrower must begin paying at least the minimum
monthly payment of a specified percentage of the average outstanding balance of
the loan.
The Mortgaged Properties will include primarily Single Family Property
(i.e., one- to four-family residential housing, including Condominium Units and
Cooperative Dwellings). The Mortgaged Properties may consist of detached
individual dwellings, individual condominiums, townhouses, duplexes, row houses,
individual units in planned unit developments and other attached dwelling units.
Each Single Family Property will be located on land owned in fee simple by the
borrower or on land leased by the borrower for a term at least ten years (unless
otherwise provided in the related Prospectus Supplement) greater than the term
of the related Loan. Attached dwellings may include owner-occupied structures
where each borrower owns the land upon which the unit is built, with the
remaining adjacent land owned in common or dwelling units subject to a
proprietary lease or occupancy agreement in a cooperatively owned apartment
building.
Unless otherwise specified in the related Prospectus Supplement, Mortgages
on Cooperative Dwellings consist of a lien on the shares issued by such
Cooperative Dwelling and the proprietary lease or occupancy agreement relating
to such Cooperative Dwelling.
The aggregate principal balance of Loans secured by Mortgaged Properties
that are owner-occupied will be disclosed in the related Prospectus Supplement.
Unless otherwise specified in the Prospectus Supplement, the sole basis for a
representation that a given percentage of the Loans are secured by Single Family
Property that is owner-occupied will be either (i) the making of a
representation by the Mortgagor at origination of the Loan either that the
underlying Mortgaged Property will be used by the Mortgagor for a period of at
least six months every year or that the Mortgagor intends to use the Mortgaged
Property as a primary residence, or (ii) a finding that the address of the
underlying Mortgaged Property is the Mortgagor's mailing address as reflected in
the Servicer's records. To the extent specified in the related Prospectus
Supplement, the Mortgaged Properties may include non-owner occupied investment
properties and vacation and second homes.
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Unless otherwise specified in the related Prospectus Supplement, the
initial Combined Loan-to-Value Ratio of a Loan is computed in the manner
described in the related Prospectus Supplement, taking into account the amounts
of any related senior mortgage loans.
Home Improvement Contracts. The Primary Assets for a Series may consist,
in whole or part, of home improvement installment sales contracts and
installment loan agreements (the 'Home Improvement Contracts') originated by a
home improvement contractor in the ordinary course of business. As specified in
the related Prospectus Supplement, the Home Improvement Contracts will either be
unsecured or secured by the Mortgages primarily on Single Family Properties
which are generally subordinate to other mortgages on the same Mortgaged
Property or by purchase money security interest in the Home Improvements
financed thereby. Unless otherwise specified in the applicable Prospectus
Supplement, the Home Improvement Contracts will be fully amortizing and may have
fixed interest rates or adjustable interest rates and may provide for other
payment characteristics as described below and in the related Prospectus
Supplement.
Unless otherwise specified in the related Prospectus Supplement, the home
improvements (the 'Home Improvements') securing the Home Improvement Contracts
include, but are not limited to, replacement windows, house siding, new roofs,
swimming pools, satellite dishes, kitchen and bathroom remodeling goods and
solar heating panels.
Unless otherwise specified in the related Prospectus Supplement, the
initial Loan-to-Value Ratio of a Home Improvement Contract is computed in the
manner described in the related Prospectus Supplement.
Additional Information. The selection criteria which shall apply with
respect to the Loans, including, but not limited to, the Combined Loan-to-Value
Ratios or Loan-to-Value Ratios, as applicable, original terms to maturity and
delinquency information, will be specified in the related Prospectus Supplement.
The Loans for a Series may include Loans that do not amortize their entire
principal balance by their stated maturity in accordance with their terms and
require a balloon payment of the remaining principal balance at maturity, as
specified in the related Prospectus Supplement. As further described in the
related Prospectus Supplement, the Loans for a Series may include Loans that do
not have a specified stated maturity.
The related Prospectus Supplement for each Series will provide information
with respect to the Loans that are Primary Assets as of the Cut-off Date,
including, among other things, and to the extent relevant (a) the aggregate
unpaid principal balance of the Loans (or the aggregate unpaid principal balance
included in the Trust Fund for the related Series); (b) the range and weighted
average Loan Rate on the Loans, and, in the case of adjustable rate Loans, the
range and weighted average of the current Loan Rates and the Lifetime Rate Caps,
if any; (c) the range and average outstanding principal balance of the Loans;
(d) the weighted average original and remaining term-to-stated maturity of the
Loans and the range of original and remaining terms-to-stated maturity, if
applicable; (e) the range and weighted average of Combined Loan-to-Value Ratios
or Loan-to-Value Ratios for the Loans, as applicable; (f) the percentage (by
outstanding principal balance as of the Cut-off Date) of Loans that accrue
interest at adjustable or fixed interest rates; (g) any special hazard insurance
policy or bankruptcy bond or other enhancement relating to the Loans; (h) the
percentage (by principal balance as of the Cut-off Date) of Loans that are
secured by Mortgaged Properties, Home Improvements or are unsecured; (i) the
geographic distribution of any Mortgaged Properties securing the Loans; (j) the
percentage of Loans (by principal balance as of the Cut-off Date) that are
secured by Single Family Properties, shares relating to Cooperative Dwellings,
Condominium Units, investment property and vacation or second homes; (k) the
lien priority of the Loans; (l) the credit limit utilization rate of any
Revolving Credit Line Loans; and (m) the delinquency status and year of
origination of the Loans. The related Prospectus Supplement will also specify
any other limitations on the types or characteristics of Loans for a Series.
If information of the nature described above respecting the Loans is not
known to the Depositor at the time the Securities are initially offered,
approximate or more general information of the nature described above will be
provided in the Prospectus Supplement and additional information will be set
forth in a Current Report on Form 8-K to be available to investors on the date
of issuance of the related Series and to be filed with the Commission within 15
days after the initial issuance of such Securities.
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PRIVATE SECURITIES
General. Primary Assets for a Series may consist, in whole or in part, of
Private Securities which include pass-through certificates representing
beneficial interests in loans of the type that would otherwise be eligible to be
Loans (the 'Underlying Loans') or (b) collateralized obligations secured by
Underlying Loans. Such pass-through certificates or collateralized obligations
will have previously been (a) offered and distributed to the public pursuant to
an effective registration statement or (b) purchased in a transaction not
involving any public offering from a person who is not an affiliate of the
issuer of such securities at the time of sale (nor an affiliate thereof at any
time during the three preceding months); provided a period of three years has
elapsed since the later of the date the securities were acquired from the issuer
or an affiliate thereof. Although individual Underlying Loans may be insured or
guaranteed by the United States or an agency or instrumentality thereof, they
need not be, and Private Securities themselves will not be so insured or
guaranteed.
All purchases of Private Securities for a Series by the Seller or the
Depositor will be made in secondary market transactions, not from the issuer of
such Private Securities or any affiliate thereof. As a result, no such purchases
of Private Securities offered and distributed to the public pursuant to an
effective registration statement will be made by the Seller or Depositor for at
least ninety days after the initial issuance of such Private Securities.
Private Securities will have been issued pursuant to a pooling and
servicing agreement, a trust agreement or similar agreement (a 'PS Agreement').
The seller/servicer of the Underlying Loans will have entered into the PS
Agreement with the trustee under such PS Agreement (the 'PS Trustee'). The PS
Trustee or its agent, or a custodian, will possess the Underlying Loans.
Underlying Loans will be serviced by a servicer (the 'PS Servicer') directly or
by one or more sub-servicers who may be subject to the supervision of the PS
Servicer.
The sponsor of the Private Securities (the 'PS Sponsor') will be a
financial institution or other entity engaged generally in the business of
lending; a public agency or instrumentality of a state, local or federal
government; or a limited purpose corporation organized for the purpose of, among
other things, establishing trusts and acquiring and selling loans to such
trusts, and selling beneficial interests in such trusts. If so specified in the
Prospectus Supplement, the PS Sponsor may be an affiliate of the Depositor. The
obligations of the PS Sponsor will generally be limited to certain
representations and warranties with respect to the assets conveyed by it to the
related trust. Unless otherwise specified in the related Prospectus Supplement,
the PS Sponsor will not have guaranteed any of the assets conveyed to the
related trust or any of the Private Securities issued under the PS Agreement.
Additionally, although the Underlying Loans may be guaranteed by an agency or
instrumentality of the United States, the Private Securities themselves will not
be so guaranteed.
Distributions of principal and interest will be made on the Private
Securities on the dates specified in the related Prospectus Supplement. The
Private Securities may be entitled to receive nominal or no principal
distributions or nominal or no interest distributions. Principal and interest
distributions will be made on the Private Securities by the PS Trustee or the PS
Servicer. The PS Sponsor or the PS Servicer may have the right to repurchase the
Underlying Loans after a certain date or under other circumstances specified in
the related Prospectus Supplement.
The Underlying Loans may be fixed rate, level payment, fully amortizing
loans or adjustable rate loans or loans having balloon or other irregular
payment features. Such Underlying Loans will be secured by mortgages on
Mortgaged Properties.
Credit Support Relating to Private Securities. Credit support in the form
of Reserve Funds, subordination of other private securities issued under the PS
Agreement, guarantees, letters of credit, cash collateral accounts, insurance
policies or other types of credit support may be provided with respect to the
Underlying Loans or with respect to the Private Securities themselves. The type,
characteristics and amount of credit support will be a function of certain
characteristics of the Underlying Loans and other factors and will have been
established for the Private Securities on the basis of requirements of the
nationally recognized statistical rating organization that rated the Private
Securities.
Additional Information. The Prospectus Supplement for a Series for which
the Primary Assets includes Private Securities will specify (such disclosure may
be on an approximate basis and will be as of the date specified in the related
Prospectus Supplement), to the extent relevant and to the extent such
information is reasonably available to the Depositor and the Depositor
reasonably believes such information to be reliable, (i) the aggregate
approximate principal amount and type of the Private Securities to be included
in the Trust Fund for such Series; (ii) certain characteristics of the
Underlying Loans including (A) the payment features of such
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Underlying Loans (i.e., whether they are fixed rate or adjustable rate and
whether they provide for fixed level payments or other payment features), (B)
the approximate aggregate principal balance, if known, of such Underlying Loans
insured or guaranteed by a governmental entity, (C) the servicing fee or range
of servicing fees with respect to the Underlying Loans, and (D) the minimum and
maximum stated maturities of such Underlying Loans at origination; (iii) the
maximum original term-to-stated maturity of the Private Securities; (iv) the
weighted average term-to-stated maturity of the Private Securities; (v) the
pass-through or certificate rate or ranges thereof for the Private Securities;
(vi) the PS Sponsor, the PS Servicer (if other than the PS Sponsor) and the PS
Trustee for such Private Securities; (vii) certain characteristics of credit
support, if any, such as Reserve Funds, insurance policies, letters of credit or
guarantees relating to such Loans underlying the Private Securities or to such
Private Securities themselves; (viii) the terms on which Underlying Loans may,
or are required to, be purchased prior to their stated maturity or the stated
maturity of the Private Securities and (ix) the terms on which Underlying Loans
may be substituted for those originally underlying the Private Securities.
If information of the nature described above representing the Private
Securities is not known to the Depositor at the time the Securities are
initially offered, approximate or more general information of the nature
described above will be provided in the Prospectus Supplement and the additional
information, if available, will be set forth in a Current Report on Form 8-K to
be available to investors on the date of issuance of the related Series and to
be filed with the Commission within 15 days the initial issuance of such
Securities.
COLLECTION AND DISTRIBUTION ACCOUNTS
A separate Collection Account will be established by the Trustee or the
Servicer, in the name of the Trustee, for each Series of Securities for receipt
of the amount of cash, if any, specified in the related Prospectus Supplement to
be initially deposited therein by the Depositor, all amounts received on or with
respect to the Primary Assets and, unless otherwise specified in the related
Prospectus Supplement, income earned thereon. Certain amounts on deposit in such
Collection Account and certain amounts available pursuant to any Enhancement, as
provided in the related Prospectus Supplement, will be deposited in a related
Distribution Account, which will also be established by the Trustee for each
such Series of Securities, for distribution to the related Holders. Unless
otherwise specified in the related Prospectus Supplement, the Trustee will
invest the funds in the Collection and Distribution Accounts in Eligible
Investments maturing, with certain exceptions, not later, in the case of funds
in the Collection Account, than the day preceding the date such funds are due to
be deposited in the Distribution Account or otherwise distributed and, in the
case of funds in the Distribution Account, than the day preceding the next
Distribution Date for the related Series of Securities. Eligible Investments
include, among other investments, obligations of the United States and certain
agencies thereof, federal funds, certificates of deposit, commercial paper,
demand and time deposits and banker's acceptances, certain repurchase agreements
of United States government securities and certain guaranteed investment
contracts, in each case, acceptable to the Rating Agency.
Notwithstanding any of the foregoing, amounts may be deposited and
withdrawn pursuant to any Deposit Agreement or Minimum Principal Payment
Agreement as specified in the related Prospectus Supplement.
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ENHANCEMENT
If stated in the Prospectus Supplement relating to a Series of Securities,
simultaneously with the Depositor's assignment of the Primary Assets to the
Trustee, the Depositor will obtain an irrevocable letter of credit, surety bond
or insurance policy, issue Subordinate Securities or obtain any other form of
enhancement or combination thereof (collectively, 'Enhancement') in favor of the
Trustee on behalf of the holders of the related Series or designated Classes of
such Series from an institution or by other means acceptable to the Rating
Agency. The Enhancement will support the payment of principal and interest on
the Securities, and may be applied for certain other purposes to the extent and
under the conditions set forth in such Prospectus Supplement. Enhancement for a
Series may include one or more of the following forms, or such other form as may
be specified in the related Prospectus Supplement. If so specified in the
related Prospectus Supplement, any of such Enhancement may be structured so as
to protect against losses relating to more than one Trust Fund, in the manner
described therein.
SUBORDINATE SECURITIES
If specified in the related Prospectus Supplement, Enhancement for a Series
may consist of one or more Classes of Subordinate Securities. The rights of
holders of such Subordinate Securities to receive distributions on any
Distribution Date will be subordinate in right and priority to the rights of
holders of Senior Securities of the Series, but only to the extent described in
the related Prospectus Supplement.
INSURANCE
If stated in the related Prospectus Supplement, Enhancement for a Series
may consist of special hazard insurance policies, bankruptcy bonds and other
types of insurance relating to the Primary Assets, as described below and in the
related Prospectus Supplement.
Pool Insurance Policy. If so specified in the Prospectus Supplement
relating to a Series of Securities, the Depositor will obtain a pool insurance
policy for the Loans in the related Trust Fund. The pool insurance policy will
cover any loss (subject to the limitations described in a related Prospectus
Supplement) by reason of default, but will not cover the portion of the
principal balance of any Loan that is required to be covered by any primary
mortgage insurance policy. The amount and terms of any such coverage will be set
forth in the related Prospectus Supplement.
Special Hazard Insurance Policy. Although the terms of such policies vary
to some degree, a special hazard insurance policy typically provides that, where
there has been damage to Property securing a defaulted or foreclosed Loan (title
to which has been acquired by the insured) and to the extent such damage is not
covered by the standard hazard insurance policy or any flood insurance policy,
if applicable, required to be maintained with respect to such Property, or in
connection with partial loss resulting from the application of the coinsurance
clause in a standard hazard insurance policy, the special hazard insurer will
pay the lesser of (i) the cost of repair or replacement of such Property or (ii)
upon transfer of such Property to the special hazard insurer, the unpaid
principal balance of such Loan at the time of acquisition of such Property by
foreclosure or deed in lieu of foreclosure, plus accrued interest to the date of
claim settlement and certain expenses incurred by the Servicer with respect to
such Property. If the unpaid principal balance plus accrued interest and certain
expenses is paid by the special hazard insurer, the amount of further coverage
under the special hazard insurance policy will be reduced by such amount less
any net proceeds from the sale of such Property. Any amount paid as the cost of
repair of such Property will reduce coverage by such amount. Special hazard
insurance policies typically do not cover losses occasioned by war, civil
insurrection, certain governmental actions, errors in design, faulty workmanship
or materials (except under certain circumstances), nuclear reaction, flood (if
the mortgaged property is in a federally designated flood area), chemical
contamination and certain other risks.
Restoration of the Property with the proceeds described under (i) above is
expected to satisfy the condition under any pool insurance policy that such
Property be restored before a claim under such pool insurance policy may be
validly presented with respect to the defaulted Loan secured by such Property.
The payment described under (ii) above will render unnecessary presentation of a
claim in respect of such Loan under any pool insurance policy. Therefore, so
long as such pool insurance policy remains in effect, the payment by the special
hazard insurer of the cost of repair or of the unpaid principal balance of the
related Loan plus accrued interest and certain expenses will not affect the
total insurance proceeds paid to holders of the Securities, but will affect the
relative amounts of coverage remaining under the special hazard insurance policy
and pool insurance policy.
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Bankruptcy Bond. In the event of a bankruptcy of a borrower, the
bankruptcy court may establish the value of the Property securing the related
Loan at an amount less than the then outstanding principal balance of such Loan.
The amount of the secured debt could be reduced to such value, and the holder of
such Loan thus would become an unsecured creditor to the extent the outstanding
principal balance of such Loan exceeds the value so assigned to the Property by
the bankruptcy court. In addition, certain other modifications of the terms of a
Loan can result from a bankruptcy proceeding. See 'CERTAIN LEGAL ASPECTS OF
LOANS.' If so provided in the related Prospectus Supplement, the Depositor or
other entity specified in the related Prospectus Supplement will obtain a
bankruptcy bond or similar insurance contract (the 'bankruptcy bond') covering
losses resulting from proceedings with respect to borrowers under the Bankruptcy
Code. The bankruptcy bond will cover certain losses resulting from a reduction
by a bankruptcy court of scheduled payments of principal of and interest on a
Loan or a reduction by such court of the principal amount of a Loan and will
cover certain unpaid interest on the amount of such a principal reduction from
the date of the filing of a bankruptcy petition.
The bankruptcy bond will provide coverage in the aggregate amount specified
in the related Prospectus Supplement for all Loans in the Trust Fund for such
Series. Such amount will be reduced by payments made under such bankruptcy bond
in respect of such Loans, unless otherwise specified in the related Prospectus
Supplement, and will not be restored.
RESERVE FUNDS
If so specified in the Prospectus Supplement relating to a Series of
Securities, the Depositor will deposit into one or more funds to be established
with the Trustee as part of the Trust Fund for such Series or for the benefit of
any Enhancer with respect to such Series (the 'Reserve Funds') cash, a letter or
letters of credit, cash collateral accounts, Eligible Investments, or other
instruments meeting the criteria of the Rating Agency rating any Series of the
Securities in the amount specified in such Prospectus Supplement. In the
alternative or in addition to such deposit, a Reserve Fund for a Series may be
funded over time through application of all or a portion of the excess cash flow
from the Primary Assets for such Series, to the extent described in the related
Prospectus Supplement. If applicable, the initial amount of the Reserve Fund and
the Reserve Fund maintenance requirements for a Series of Securities will be
described in the related Prospectus Supplement.
Amounts withdrawn from any Reserve Fund will be applied by the Trustee to
make payments on the Securities of a Series, to pay expenses, to reimburse any
Enhancer or for any other purpose, in the manner and to the extent specified in
the related Prospectus Supplement.
Amounts deposited in a Reserve Fund will be invested by the Trustee, in
Eligible Investments maturing no later than the day specified in the related
Prospectus Supplement.
MINIMUM PRINCIPAL PAYMENT AGREEMENT
If stated in the Prospectus Supplement relating to a Series of Securities,
the Depositor will enter into a Minimum Principal Payment Agreement with an
entity meeting the criteria of the Rating Agency pursuant to which such entity
will provide certain payments on the Securities of such Series in the event that
aggregate scheduled principal payments and/or prepayments on the Primary Assets
for such Series are not sufficient to make certain payments on the Securities of
such Series, as provided in the Prospectus Supplement.
DEPOSIT AGREEMENT
If specified in a Prospectus Supplement, the Depositor and the Trustee for
such Series of Securities will enter into a Deposit Agreement with the entity
specified in such Prospectus Supplement on or before the sale of such Series of
Securities. The purpose of a Deposit Agreement would be to accumulate available
cash for investment so that such cash, together with income thereon, can be
applied to future distributions on one or more Classes of Securities. The
Prospectus Supplement for a Series of Securities pursuant to which a Deposit
Agreement is used will contain a description of the terms of such Deposit
Agreement.
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SERVICING OF LOANS
GENERAL
Customary servicing functions with respect to Loans comprising the Primary
Assets in the Trust Fund will be provided by the Servicer directly pursuant to
the related Servicing Agreement or Pooling and Servicing Agreement, as the case
may be, with respect to a Series of Securities.
COLLECTION PROCEDURES; ESCROW ACCOUNTS
The Servicer will make reasonable efforts to collect all payments required
to be made under the Loans and will, consistent with the terms of the related
Agreement for a Series and any applicable Enhancement, follow such collection
procedures as it follows with respect to comparable loans held in its own
portfolio. Consistent with the above, the Servicer may, in its discretion, (i)
waive any assumption fee, late payment charge, or other charge in connection
with a Loan and (ii) to the extent provided in the related Agreement, arrange
with an obligor a schedule for the liquidation of delinquencies by extending the
Due Dates for Scheduled Payments on such Loan.
If specified in the related Prospectus Supplement, the Servicer, to the
extent permitted by law, will establish and maintain escrow or impound accounts
('Escrow Accounts') with respect to Loans in which payments by obligors to pay
taxes, assessments, mortgage and hazard insurance premiums, and other comparable
items will be deposited. Loans may not require such payments under the loan
related documents, in which case the Servicer would not be required to establish
any Escrow Account with respect to such Loans. Withdrawals from the Escrow
Accounts are to be made to effect timely payment of taxes, assessments and
mortgage and hazard insurance, to refund to obligors amounts determined to be
overages, to pay interest to obligors on balances in the Escrow Account to the
extent required by law, to repair or otherwise protect the property securing the
related Loan and to clear and terminate such Escrow Account. The Servicer will
be responsible for the administration of the Escrow Accounts and generally will
make advances to such account when a deficiency exists therein.
DEPOSITS TO AND WITHDRAWALS FROM THE COLLECTION ACCOUNT
Unless otherwise specified in the related Prospectus Supplement, the
Trustee or the Servicer will establish a separate account (the 'Collection
Account') in the name of the Trustee. Unless otherwise indicated in the related
Prospectus Supplement, the Collection Account will be an account maintained (i)
at a depository institution, the long-term unsecured debt obligations of which
at the time of any deposit therein are rated by each Rating Agency rating the
Securities of such Series at levels satisfactory to each Rating Agency or (ii)
in an account or accounts the deposits in which are insured to the maximum
extent available by the FDIC or which are secured in a manner meeting
requirements established by each Rating Agency.
Unless otherwise specified in the related Prospectus Supplement, the funds
held in the Collection Account may be invested, pending remittance to the
Trustee, in Eligible Investments. If so specified in the related Prospectus
Supplement, the Servicer will be entitled to receive as additional compensation
any interest or other income earned on funds in the Collection Account.
Unless otherwise specified in the related Prospectus Supplement, the
Servicer, the Depositor, the Trustee or the Seller, as appropriate, will deposit
into the Collection Account for each Series on the Business Day following the
Closing Date any amounts representing Scheduled Payments due after the related
Cut-off Date but received by the Servicer on or before the Closing Date, and
thereafter, within two business days after the date of receipt thereof, the
following payments and collections received or made by it (other than, unless
otherwise provided in the related Prospectus Supplement, in respect of principal
of and interest on the related Primary Assets due on or before such Cut-off
Date):
(i) All payments on account of principal, including prepayments, on
such Primary Assets;
(ii) All payments on account of interest on such Primary Assets after
deducting therefrom, at the discretion of the Servicer but only to the
extent of the amount permitted to be withdrawn or withheld from the
Collection Account in accordance with the related Agreement, the Servicing
Fee in respect of such Primary Assets;
(iii) All amounts received by the Servicer in connection with the
liquidation of Primary Assets or property acquired in respect thereof,
whether through foreclosure sale, repossession or otherwise, including
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payments in connection with such Primary Assets received from the obligor,
other than amounts required to be paid or refunded to the obligor pursuant
to the terms of the applicable loan documents or otherwise pursuant to law
('Liquidation Proceeds'), exclusive of, in the discretion of the Servicer,
but only to the extent of the amount permitted to be withdrawn from the
Collection Account in accordance with the related Agreement, the Servicing
Fee, if any, in respect of the related Primary Asset;
(iv) All proceeds under any title insurance, hazard insurance or other
insurance policy covering any such Primary Asset, other than proceeds to be
applied to the restoration or repair of the related Property or released to
the obligor in accordance with the related Agreement;
(v) All amounts required to be deposited therein from any applicable
Reserve Fund for such Series pursuant to the related Agreement;
(vi) All Advances made by the Servicer required pursuant to the
related Agreement; and
(vii) All repurchase prices of any such Primary Assets repurchased by
the Depositor, the Servicer or the Seller pursuant to the related
Agreement.
Unless otherwise specified in the related Prospectus Supplement, the
Servicer is permitted, from time to time, to make withdrawals from the
Collection Account for each Series for the following purposes:
(i) to reimburse itself for Advances for such Series made by it
pursuant to the related Agreement; the Servicer's right to reimburse itself
is limited to amounts received on or in respect of particular Loans
(including, for this purpose, Liquidation Proceeds and amounts representing
proceeds of insurance policies covering the related Property) which
represent late recoveries of Scheduled Payments respecting which any such
Advance was made;
(ii) to the extent provided in the related Agreement, to reimburse
itself for any Advances for such Series that the Servicer determines in
good faith it will be unable to recover from amounts representing late
recoveries of Scheduled Payments respecting which such Advance was made or
from Liquidation Proceeds or the proceeds of insurance policies;
(iii) to reimburse itself from Liquidation Proceeds for liquidation
expenses and for amounts expended by it in good faith in connection with
the restoration of damaged Property and, in the event deposited in the
Collection Account and not previously withheld, and to the extent that
Liquidation Proceeds after such reimbursement exceed the outstanding
principal balance of the related Loan, together with accrued and unpaid
interest thereon to the Due Date for such Loan next succeeding the date of
its receipt of such Liquidation Proceeds, to pay to itself out of such
excess the amount of any unpaid Servicing Fee and any assumption fees, late
payment charges, or other charges on the related Loan;
(iv) in the event it has elected not to pay itself the Servicing Fee
out of the interest component of any Scheduled Payment, late payment or
other recovery with respect to a particular Loan prior to the deposit of
such Scheduled Payment, late payment or recovery into the Collection
Account, to pay to itself the Servicing Fee, as adjusted pursuant to the
related Agreement, from any such Scheduled Payment, late payment or such
other recovery, to the extent permitted by the related Agreement;
(v) to reimburse itself for expenses incurred by and recoverable by or
reimbursable to it pursuant to the related Agreement;
(vi) to pay to the applicable person with respect to each Primary
Asset or REO Property acquired in respect thereof that has been repurchased
or removed from the Trust Fund by the Depositor, the Servicer or the Seller
pursuant to the related Agreement, all amounts received thereon and not
distributed as of the date on which the related repurchase price was
determined;
(vii) to make payments to the Trustee of such Series for deposit into
the Distribution Account, if any, or for remittance to the Holders of such
Series in the amounts and in the manner provided for in the related
Agreement; and
(viii) to clear and terminate the Collection Account pursuant to the
related Agreement.
In addition, if the Servicer deposits in the Collection Account for a
Series any amount not required to be deposited therein, it may, at any time,
withdraw such amount from such Collection Account.
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ADVANCES AND LIMITATIONS THEREON
The related Prospectus Supplement will describe the circumstances, if any,
under which the Servicer will make Advances with respect to delinquent payments
on Loans. If specified in the related Prospectus Supplement, the Servicer will
be obligated to make Advances, and such obligations may be limited in amount, or
may not be activated until a certain portion of a specified Reserve Fund is
depleted. Advances are intended to provide liquidity and, except to the extent
specified in the related Prospectus Supplement, not to guarantee or insure
against losses. Accordingly, any funds advanced are recoverable by the Servicer
out of amounts received on particular Loans which represent late recoveries of
principal or interest, proceeds of insurance policies or Liquidation Proceeds
respecting which any such Advance was made. If an Advance is made and
subsequently determined to be nonrecoverable from late collections, proceeds of
insurance policies, or Liquidation Proceeds from the related Loan, the Servicer
may be entitled to reimbursement from other funds in the Collection Account or
Distribution Account, as the case may be, or from a specified Reserve Fund as
applicable, to the extent specified in the related Prospectus Supplement.
MAINTENANCE OF INSURANCE POLICIES AND OTHER SERVICING PROCEDURES
Standard Hazard Insurance; Flood Insurance. Except as otherwise specified
in the related Prospectus Supplement, the Servicer will be required to maintain
or to cause the obligor on each Loan to maintain a standard hazard insurance
policy providing coverage of the standard form of fire insurance with extended
coverage for certain other hazards as is customary in the state in which the
related Property is located. The standard hazard insurance policies will provide
for coverage at least equal to the applicable state standard form of fire
insurance policy with extended coverage for property of the type securing the
related Loans. In general, the standard form of fire and extended coverage
policy will cover physical damage to or destruction of, the related 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 the Loans
will be underwritten by different hazard insurers and will cover Properties
located in various states, such policies will not contain identical terms and
conditions. The basic terms, 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 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. Uninsured risks not covered by a special hazard insurance policy
or other form of Enhancement will adversely affect distributions to Holders.
When a Property securing a Loan is located in a flood area identified by HUD
pursuant to the Flood Disaster Protection Act of 1973, as amended, the Servicer
will be required to cause flood insurance to be maintained with respect to such
Property, to the extent available.
The standard hazard insurance policies covering Properties securing Loans
typically will contain a 'coinsurance' clause which, in effect, will require the
insured at all times to carry hazard insurance of a specified percentage
(generally 80% to 90%) of the full replacement value of the Property, including
the improvements on any 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 hazard 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 Property, including the
improvements, if any, 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 Property and
improvements. Since the amount of hazard insurance to be maintained on the
improvements securing the Loans declines as the principal balances owing thereon
decrease, and since the value of the Properties will fluctuate in value over
time, the effect of this requirement in the event of partial loss may be that
hazard insurance proceeds will be insufficient to restore fully the damage to
the affected Property.
Unless otherwise specified in the related Prospectus Supplement, coverage
will be in an amount at least equal to the greater of (i) the amount necessary
to avoid the enforcement of any co-insurance clause contained in the policy or
(ii) the outstanding principal balance of the related Loan. Unless otherwise
specified in the related Prospectus Supplement, the Servicer will also maintain
on REO Property that secured a defaulted Loan and that
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has been acquired upon foreclosure, deed in lieu of foreclosure, or
repossession, a standard hazard insurance policy in an amount that is at least
equal to the maximum insurable value of such REO Property. No earthquake or
other additional insurance will be required of any obligor or will be maintained
on REO Property acquired in respect of a defaulted Loan, other than pursuant to
such applicable laws and regulations as shall at any time be in force and shall
require such additional insurance.
Any amounts collected by the Servicer under any such policies of insurance
(other than amounts to be applied to the restoration or repair of the Property,
released to the obligor in accordance with normal servicing procedures or used
to reimburse the Servicer for amounts to which it is entitled to reimbursement)
will be deposited in the Collection Account. In the event that the Servicer
obtains and maintains a blanket policy insuring against hazard losses on all of
the Loans, written by an insurer then acceptable to each Rating Agency which
assigns a rating to such Series, it will conclusively be deemed to have
satisfied its obligations to cause to be maintained a standard hazard insurance
policy for each Loan or related REO Property. This blanket policy may contain a
deductible clause, in which case the Servicer will, in the event that there has
been a loss that would have been covered by such policy absent such deductible
clause, deposit in the Collection Account the amount not otherwise payable under
the blanket policy because of the application of such deductible clause.
REALIZATION UPON DEFAULTED LOANS
The Servicer will use its reasonable best efforts to foreclose upon,
repossess or otherwise comparably convert the ownership of the Properties
securing the related 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 will
follow such practices and procedures as it deems necessary or advisable and as
are normal and usual in its servicing activities with respect to comparable
loans serviced by it. However, the Servicer will not be required to expend its
own funds in connection with any foreclosure or towards the restoration of the
Property unless it determines that: (i) such restoration or foreclosure will
increase the Liquidation Proceeds in respect of the related Loan available to
the Holders after reimbursement to itself for such expenses and (ii) such
expenses will be recoverable by it either through Liquidation Proceeds or the
proceeds of insurance. Notwithstanding anything to the contrary herein, in the
case of a Trust Fund for which a REMIC election has been made, the Servicer
shall liquidate any Property acquired through foreclosure within two years after
the acquisition of the beneficial ownership of such Property. While the holder
of a Property acquired through foreclosure can often maximize its recovery by
providing financing to a new purchaser, the Trust Fund, if applicable, will have
no ability to do so and neither the Servicer nor the Depositor will be required
to do so.
The Servicer may arrange with the obligor on a defaulted Loan, a
modification of such Loan (a 'Modification') to the extent provided in the
related Prospectus Supplement. Such Modifications may only be entered into if
they meet the underwriting policies and procedures employed by the Servicer in
servicing receivables for its own account and meet the other conditions set
forth in the related Prospectus Supplement.
ENFORCEMENT OF DUE-ON-SALE CLAUSES
Unless otherwise specified in the related Prospectus Supplement for a
Series, when any Property is about to be conveyed by the obligor, the Servicer
will, to the extent it has knowledge of such prospective conveyance and prior to
the time of the consummation of such conveyance, exercise its rights to
accelerate the maturity of the related Loan under the applicable 'due-on-sale'
clause, if any, unless it reasonably believes that such clause is not
enforceable under applicable law or if the enforcement of such clause would
result in loss of coverage under any primary mortgage insurance policy. In such
event, the Servicer is authorized to accept from or enter into an assumption
agreement with the person to whom such property has been or is about to be
conveyed, pursuant to which such person becomes liable under the Loan and
pursuant to which the original obligor is released from liability and such
person is substituted as the obligor and becomes liable under the Loan. Any fee
collected in connection with an assumption will be retained by the Servicer as
additional servicing compensation. The terms of a Loan may not be changed in
connection with an assumption.
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SERVICING COMPENSATION AND PAYMENT OF EXPENSES
Except as otherwise provided in the related Prospectus Supplement, the
Servicer will be entitled to a periodic fee as servicing compensation (the
'Servicing Fee') in an amount to be determined as specified in the related
Prospectus Supplement. The Servicing Fee may be fixed or variable, as specified
in the related Prospectus Supplement. In addition, unless otherwise specified in
the related Prospectus Supplement, the Servicer will be entitled to servicing
compensation in the form of assumption fees, late payment charges and similar
items, or excess proceeds following disposition of property in connection with
defaulted Loans.
Unless otherwise specified in the related Prospectus Supplement, the
Servicer will pay certain expenses incurred in connection with the servicing of
the Loans, including, without limitation, the payment of the fees and expenses
of the Trustee and independent accountants, payment of insurance policy premiums
and the cost of credit support, if any, and payment of expenses incurred in
preparation of reports to Holders.
When an obligor makes a principal prepayment in full between Due Dates on
the related Loan, the obligor will generally be required to pay interest on the
amount prepaid only to the date of prepayment. If and to the extent provided in
the related Prospectus Supplement, in order that one or more Classes of the
Holders of a Series will not be adversely affected by any resulting shortfall in
interest, the amount of the Servicing Fee may be reduced to the extent necessary
to include in the Servicer's remittance to the Trustee for deposit into the
Distribution Account an amount equal to one month's interest on the related Loan
(less the Servicing Fee). If the aggregate amount of such shortfalls in a month
exceeds the Servicing Fee for such month, a shortfall to Holders may occur.
Unless otherwise specified in the related Prospectus Supplement, the
Servicer will be entitled to reimbursement for certain expenses incurred by it
in connection with the liquidation of defaulted Loans. The related Holders will
suffer no loss by reason of such expenses to the extent expenses are covered
under related insurance policies or from excess Liquidation Proceeds. If claims
are either not made or paid under the applicable insurance policies or if
coverage thereunder has been exhausted, the related Holders will suffer a loss
to the extent that Liquidation Proceeds, after reimbursement of the Servicer's
expenses, are less than the outstanding principal balance of and unpaid interest
on the related Loan which would be distributable to Holders. In addition, the
Servicer will be entitled to reimbursement of expenditures incurred by it in
connection with the restoration of property securing a defaulted Loan, such
right of reimbursement being prior to the rights of the Holders to receive any
related proceeds of insurance policies, Liquidation Proceeds or amounts derived
from other Enhancement. The Servicer is generally also entitled to reimbursement
from the Collection Account for Advances.
Unless otherwise specified in the related Prospectus Supplement, the rights
of the Servicer to receive funds from the Collection Account for a Series,
whether as the Servicing Fee or other compensation, or for the reimbursement of
Advances, expenses or otherwise, are not subordinate to the rights of Holders of
such Series.
EVIDENCE AS TO COMPLIANCE
If so specified in the related Prospectus Supplement, the applicable
Agreement for each Series will provide that each year, a firm of independent
public accountants will furnish a statement to the Trustee to the effect that
such firm has examined certain documents and records relating to the servicing
of the Loans by the Servicer and that, on the basis of such examination, such
firm is of the opinion that the servicing has been conducted in compliance with
such Agreement, except for (i) such exceptions as such firm believes to be
immaterial and (ii) such other exceptions as are set forth in such statement.
If so specified in the related Prospectus Supplement, the applicable
Agreement for each Series will also provide for delivery to the Trustee for such
Series of an annual statement signed by an officer of the Servicer to the effect
that the Servicer has fulfilled its obligations under such Agreement, throughout
the preceding calendar year.
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CERTAIN MATTERS REGARDING THE SERVICER
The Servicer for each Series will be identified in the related Prospectus
Supplement. The Servicer may be an affiliate of the Depositor and may have other
business relationships with the Depositor and its affiliates.
In the event of an Event of Default under either a Servicing Agreement or a
Pooling and Servicing Agreement, the Servicer may be replaced by the Trustee or
a successor Servicer. Unless otherwise specified in the related Prospectus
Supplement, such Events of Default and the rights of the Trustee upon such a
default under the Agreement for the related Series will be substantially similar
to those described under 'THE AGREEMENTS--Events of Default; Rights Upon Events
of Default--Pooling and Servicing Agreement; Servicing Agreement' herein.
Unless otherwise specified in the related Prospectus Supplement, the
Servicer does not have the right to assign its rights and delegate its duties
and obligations under the related Agreement for each Series unless the successor
Servicer accepting such assignment or delegation (i) services similar loans in
the ordinary course of its business, (ii) is reasonably satisfactory to the
Trustee for the related Series, (iii) has a net worth of not less than the
amount specified in the related Prospectus Supplement, (iv) would not cause any
Rating Agency's rating of the Securities for such Series in effect immediately
prior to such assignment, sale or transfer to be qualified, downgraded or
withdrawn as a result of such assignment, sale or transfer and (v) executes and
delivers to the Trustee an agreement, in form and substance reasonably
satisfactory to the Trustee, which contains an assumption by such Servicer of
the due and punctual performance and observance of each covenant and condition
to be performed or observed by the servicer under the related Agreement from and
after the date of such agreement. No such assignment will become effective until
the Trustee or a successor Servicer has assumed the servicer's obligations and
duties under the related Agreement. To the extent that the Servicer transfers
its obligations to a wholly-owned subsidiary or affiliate, such subsidiary or
affiliate need not satisfy the criteria set forth above; however, in such
instance, the assigning Servicer will remain liable for the servicing
obligations under the related Agreement. Any entity into which the Servicer is
merged or consolidated or any successor corporation resulting from any merger,
conversion or consolidation will succeed to the Servicer's obligations under the
related Agreement, provided that such successor or surviving entity meets the
requirements for a successor Servicer set forth above.
Except to the extent otherwise provided therein, each Agreement will
provide that neither the Servicer, nor any director, officer, employee or agent
of the Servicer, will be under any liability to the related Trust Fund, the
Depositor or the Holders for any action taken or for failing to take any action
in good faith pursuant to the related Agreement, or for errors in judgment;
provided, however, that neither the Servicer nor any such person will be
protected against any breach of warranty or representations made under such
Agreement, or the failure to perform its obligations in compliance with any
standard of care set forth in such Agreement, or liability which would otherwise
be imposed by reason of willful misfeasance, bad faith or negligence in the
performance of their duties or by reason of reckless disregard of their
obligations and duties thereunder. Each Agreement will further provide that the
Servicer and any director, officer, employee or agent of the Servicer is
entitled to indemnification from the related Trust Fund and will be held
harmless against any loss, liability or expense incurred in connection with any
legal action relating to the Agreement or the Securities, other than any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
negligence in the performance of duties thereunder or by reason of reckless
disregard of obligations and duties thereunder. In addition, the related
Agreement will provide that the Servicer is not under any obligation to appear
in, prosecute or defend any legal action which is not incidental to its
servicing responsibilities under such Agreement which, in its opinion, may
involve it in any expense or liability. The Servicer may, in its discretion,
undertake any such action which it may deem necessary or desirable with respect
to the related Agreement and the rights and duties of the parties thereto and
the interests of the Holders thereunder. In such event, the legal expenses and
costs of such action and any liability resulting therefrom may be expenses,
costs, and liabilities of the Trust Fund and the Servicer may be entitled to be
reimbursed therefor out of the Collection Account.
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THE AGREEMENTS
The following summaries describe certain provisions of the Agreements. The
summaries do not purport to be complete and are subject to, and qualified in
their entirety by reference to, the provisions of the Agreements. Where
particular provisions or terms used in the Agreements are referred to, such
provisions or terms are as specified in the related Agreements.
ASSIGNMENT OF PRIMARY ASSETS
General. At the time of issuance of the Securities of a Series, the
Depositor will transfer, convey and assign to the Trust Fund all right, title
and interest of the Depositor in the Primary Assets and other property to be
transferred to the Trust Fund for a Series. Such assignment will include all
principal and interest due on or with respect to the Primary Assets after the
Cut-off Date specified in the related Prospectus Supplement (except for any
Retained Interests). The Trustee will, concurrently with such assignment,
execute and deliver the Securities.
Assignment of Loans. Unless otherwise specified in the related Prospectus
Supplement, the Depositor will, as to each Loan, deliver or cause to be
delivered to the Trustee, or, as specified in the related Prospectus Supplement,
a custodian on behalf of the Trustee (the 'Custodian'), the Mortgage Note
endorsed without recourse to the order of the Trustee or in blank, the original
Mortgage with evidence of recording indicated thereon (except for any Mortgage
not returned from the public recording office, in which case a copy of such
Mortgage will be delivered, together with a certificate that the original of
such Mortgage was delivered to such recording office) and an assignment of the
Mortgage in recordable form. The Trustee, or, if so specified in the related
Prospectus Supplement, the Custodian, will hold such documents in trust for the
benefit of the Holders.
Unless otherwise specified in the related Prospectus Supplement, the
Depositor will as to each Home Improvement Contract, deliver or cause to be
delivered to the Trustee (or the Custodian) the original Home Improvement
Contract and copies of documents and instruments related to each Home
Improvement Contract and, other than in the case of unsecured Home Improvement
Contracts, the security interest in the property securing such Home Improvement
Contract. In order to give notice of the right, title and interest of
Securityholders to the Home Improvement Contracts, the Depositor will cause a
UCC-1 financing statement to be executed by the Depositor or the Seller
identifying the Trustee as the secured party and identifying all Home
Improvement Contracts as collateral. Unless otherwise specified in the related
Prospectus Supplement, the Home Improvement Contracts will not be stamped or
otherwise marked to reflect their assignment to the Trust. Therefore, if,
through negligence, fraud or otherwise, a subsequent purchaser were able to take
physical possession of the Home Improvement Contracts without notice of such
assignment, the interest of Securityholders in the Home Improvement Contracts
could be defeated. See 'CERTAIN LEGAL ASPECTS OF THE LOANS--The Home Improvement
Contracts.'
With respect to Loans secured by Mortgages, if so specified in the related
Prospectus Supplement, the Depositor will, at the time of issuance of the
Securities, cause assignments to the Trustee of the Mortgages relating to the
Loans for a Series to 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 related Loans. If specified in the related Prospectus Supplement, the
Depositor will cause such assignments to be so recorded within the time after
issuance of the Securities as is specified in the related Prospectus Supplement,
in which event, the Agreement may, as specified in the related Prospectus
Supplement, require the Depositor to repurchase from the Trustee any Loan the
related Mortgage of which is not recorded within such time, at the price
described below with respect to repurchases by reason of defective
documentation. Unless otherwise provided in the related Prospectus Supplement,
the enforcement of the repurchase obligation would constitute the sole remedy
available to the Holders or the Trustee for the failure of a Mortgage to be
recorded.
Each Loan will be identified in a schedule appearing as an exhibit to the
related Agreement (the 'Loan Schedule'). Such Loan Schedule will specify with
respect to each Loan: the original principal amount and unpaid principal balance
as of the Cut-off Date; the current interest rate; the current Scheduled Payment
of principal and interest; the maturity date, if any, of the related Mortgage
Note; if the Loan is an adjustable rate Loan, the Lifetime Rate Cap, if any, and
the current index.
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Assignment of Private Securities. The Depositor will cause Private
Securities to be registered in the name of the Trustee (or its nominee or
correspondent). The Trustee (or its nominee or correspondent) will have
possession of any certificated Private Securities. Unless otherwise specified in
the related Prospectus Supplement, the Trustee will not be in possession of or
be assignee of record of any underlying assets for a Private Security. See 'THE
TRUST FUNDS--Private Securities' herein. Each Private Security will be
identified in a schedule appearing as an exhibit to the related Agreement (the
'Certificate Schedule'), which will specify the original principal amount,
outstanding principal balance as of the Cut-off Date, annual pass-through rate
or interest rate and maturity date for each Private Security conveyed to the
Trust Fund. In the Agreement, the Depositor will represent and warrant to the
Trustee regarding the Private Securities: (i) that the information contained in
the Certificate Schedule is true and correct in all material respects; (ii)
that, immediately prior to the conveyance of the Private Securities, the
Depostior had good title thereto, and was the sole owner thereof (subject to any
Retained Interest); (iii) that there has been no other sale by it of such
Private Securities; and (iv) that there is no existing lien, charge, security
interest or other encumbrance (other than any Retained Interest) on such Private
Securities.
Repurchase and Substitution of Non-Conforming Primary Assets. Unless
otherwise provided in the related Prospectus Supplement, if any document in the
file relating to the Primary Assets delivered by the Depositor to the Trustee
(or Custodian) is found by the Trustee within 90 days of the execution of the
related Agreement (or promptly after the Trustee's receipt of any document
permitted to be delivered after the Closing Date) to be defective in any
material respect and the Depositor or Seller does not cure such defect within 90
days, or within such other period specified in the related Prospectus
Supplement, the Depositor or Seller will, not later than 90 days or within such
other period specified in the related Prospectus Supplement, after the Trustee's
notice to the Depositor or the Seller, as the case may be, of the defect,
repurchase the related Primary Asset or any property acquired in respect thereof
from the Trustee at a price equal to, unless otherwise specified in the related
Prospectus Supplement, (a) the lesser of (i) the outstanding principal balance
of such Primary Asset and (ii) the Trust Fund's federal income tax basis in the
Primary Asset and (b) accrued and unpaid interest to the date of the next
scheduled payment on such Primary Asset at the rate set forth in the related
Agreement (less any unreimbursed Advances respecting such Primary Asset),
provided, however, the purchase price shall not be limited in (i) above to the
Trust Fund's federal income tax basis if the repurchase at a price equal to the
outstanding principal balance of such Primary Asset will not result in any
prohibited transaction tax under Section 860F(a) of the Code.
If provided in the related Prospectus Supplement, the Depositor or Seller,
as the case may be, may, rather than repurchase the Primary Asset as described
above, remove such Primary Asset from the Trust Fund (the 'Deleted Primary
Asset') and substitute in its place one or more other Primary Assets (each, a
'Qualifying Substitute Primary Asset') provided, however, that (i) with respect
to a Trust Fund for which no REMIC election is made, such substitution must be
effected within 120 days of the date of initial issuance of the Securities and
(ii) with respect to a Trust Fund for which a REMIC election is made, after a
specified time period, the Trustee must have received a satisfactory opinion of
counsel that such substitution will not cause the Trust Fund to lose its status
as a REMIC or otherwise subject the Trust Fund to a prohibited transaction tax.
Unless otherwise specified in the related Prospectus Supplement, any
Qualifying Substitute Primary Asset will have, on the date of substitution, (i)
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 Primary Asset (the amount of any shortfall to be deposited to the
Certificate Account in the month of substitution for distribution to Holders),
(ii) an interest rate not less than (and not more than 2% greater than) the
interest rate of the Deleted Primary Asset, (iii) a remaining term-to-stated
maturity not greater than (and not more than two years less than) that of the
Deleted Primary Asset, and will comply with all of the representations and
warranties set forth in the applicable agreement as of the date of substitution.
Unless otherwise provided in the related Prospectus Supplement, the
above-described cure, repurchase or substitution obligations constitute the sole
remedies available to the Holders or the Trustee for a material defect in a
document for a Primary Asset.
The Depositor or another entity will make representations and warranties
with respect to Primary Assets for a Series. If the Depositor or such entity
cannot cure a breach of any such representations and warranties in all
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material respects within the time period specified in the related Prospectus
Supplement after notification by the Trustee of such breach, and if such breach
is of a nature that materially and adversely affects the value of such Primary
Asset, the Depositor or such entity is obligated to repurchase the affected
Primary Asset or, if provided in the related Prospectus Supplement, provide a
Qualifying Substitute Primary Asset therefor, subject to the same conditions and
limitations on purchases and substitutions as described above.
The Depositor's only source of funds to effect any cure, repurchase or
substitution will be through the enforcement of the corresponding obligations of
the responsible originator or Seller of such Primary Assets. See 'RISK
FACTORS--Limited Assets.'
No Holder of Securities of a Series, solely by virtue of such Holder's
status as a Holder, will have any right under the applicable Agreement for such
Series to institute any proceeding with respect to such Agreement, unless such
Holder previously has given to the Trustee for such Series written notice of
default and unless the Holders of Securities evidencing not less than 51% of the
aggregate voting rights of the Securities for such Series have made written
request upon the Trustee to institute such proceeding in its own name as Trustee
thereunder and have offered to the Trustee reasonable indemnity, and the Trustee
for 60 days has neglected or refused to institute any such proceeding.
REPORTS TO HOLDERS
The Trustee or other entity specified in the related Prospectus Supplement
will prepare and forward to each Holder on each Distribution Date, or as soon
thereafter as is practicable, a statement setting forth, to the extent
applicable to any Series, among other things:
(i) the amount of principal distributed to holders of the related
Securities and the outstanding principal balance of such Securities
following such distribution;
(ii) the amount of interest distributed to holders of the related
Securities and the current interest on such Securities;
(iii) the amounts of (a) any overdue accrued interest included in such
distribution, (b) any remaining overdue accrued interest with respect to
such Securities or (c) any current shortfall in amounts to be distributed
as accrued interest to holders of such Securities;
(iv) the amounts of (a) any overdue payments of scheduled principal
included in such distribution, (b) any remaining overdue principal amounts
with respect to such Securities, (c) any current shortfall in receipt of
scheduled principal payments on the related Primary Assets or (d) any
realized losses or Liquidation Proceeds to be allocated as reductions in
the outstanding principal balances of such Securities;
(v) the amount received under any related Enhancement, and the
remaining amount available under such Enhancement;
(vi) the amount of any delinquencies with respect to payments on the
related Primary Assets;
(vii) the book value of any REO Property acquired by the related Trust
Fund; and
(viii) such other information as specified in the related Agreement.
In addition, within a reasonable period of time after the end of each
calendar year the Trustee, unless otherwise specified in the related Prospectus
Supplement, will furnish to each Holder of record at any time during such
calendar year: (a) the aggregate of amounts reported pursuant to (i), (ii), and
(iv)(d) above for such calendar year and (b) such information specified in the
related Agreement to enable Holders to prepare their tax returns including,
without limitation, the amount of original issue discount accrued on the
Securities, if applicable. Information in the Distribution Date and annual
statements provided to the Holders will not have been examined and reported upon
by an independent public accountant. However, the Servicer will provide to the
Trustee a report by independent public accountants with respect to the
Servicer's servicing of the Loans. See 'SERVICING OF LOANS--Evidence as to
Compliance' herein.
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EVENTS OF DEFAULT; RIGHTS UPON EVENT OF DEFAULT
Pooling and Servicing Agreement; Servicing Agreement. Unless otherwise
specified in the related Prospectus Supplement, Events of Default under the
Pooling and Servicing Agreement for each Series of Certificates relating to
Loans include (i) any failure by the Servicer to deposit amounts in the
Collection Account and Distribution Account to enable the Trustee to distribute
to Holders of such Series any required payment, which failure continues
unremedied for the number of days specified in the related Prospectus Supplement
after the giving of written notice of such failure to the Servicer by the
Trustee for such Series, or to the Servicer and the Trustee by the Holders of
such Series evidencing not less than 25% of the aggregate voting rights of the
Holders for such Series, (ii) any failure by the Servicer duly to observe or
perform in any material respect any other of its covenants or agreements in the
applicable Agreement which continues unremedied for the number of days specified
in the related Prospectus Supplement after the giving of written notice of such
failure to the Servicer by the Trustee, or to the Servicer and the Trustee by
the Holders of such Series evidencing not less than 25% of the aggregate voting
rights of the Holders and (iii) certain events of insolvency, readjustment of
debt, marshalling of assets and liabilities or similar proceedings and certain
actions by the Servicer indicating its insolvency, reorganization or inability
to pay its obligations.
So long as an Event of Default remains unremedied under the applicable
Agreement for a Series of Securities relating to the Servicing of Loans, unless
otherwise specified in the related Prospectus Supplement, the Trustee for such
Series or Holders of Securities of such Series evidencing not less than 51% of
the aggregate voting rights of the Securities for such Series may terminate all
of the rights and obligations of the Servicer as servicer under the applicable
Agreement (other than its right to recovery of other expenses and amounts
advanced pursuant to the terms of such Agreement which rights the Servicer will
retain under all circumstances), whereupon the Trustee will succeed to all the
responsibilities, duties and liabilities of the Servicer under such Agreement
and will be entitled to reasonable servicing compensation not to exceed the
applicable servicing fee, together with other servicing compensation in the form
of assumption fees, late payment charges or otherwise as provided in such
Agreement.
In the event that the Trustee is unwilling or unable so to act, it may
select, or petition a court of competent jurisdiction to appoint, a finance
institution, bank or loan servicing institution with a net worth specified in
the related Prospectus Supplement to act as successor Servicer under the
provisions of the applicable Agreement. The successor Servicer would be entitled
to reasonable servicing compensation in an amount not to exceed the Servicing
Fee as set forth in the related Prospectus Supplement, together with the other
servicing compensation in the form of assumption fees, late payment charges or
otherwise, as provided in such Agreement.
During the continuance of any Event of Default of a Servicer under an
Agreement for a Series of Securities, the Trustee for such Series will have the
right to take action to enforce its rights and remedies and to protect and
enforce the rights and remedies of the Holders of such Series, and, unless
otherwise specified in the related Prospectus Supplement, Holders of Securities
evidencing not less than 51% of the aggregate voting rights of the Securities
for such Series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred upon that Trustee. However, the Trustee will not be under any
obligation to pursue any such remedy or to exercise any of such trusts or powers
unless such Holders have offered the Trustee reasonable security or indemnity
against the cost, expenses and liabilities which may be incurred by the Trustee
therein or thereby. Also, the Trustee may decline to follow any such direction
if the Trustee determines that the action or proceeding so directed may not
lawfully be taken or would involve it in personal liability or be unjustly
prejudicial to the nonassenting Holders.
Indenture. Unless otherwise specified in the related Prospectus
Supplement, Events of Default under the Indenture for each Series of Notes
include: (i) a default for thirty (30) days or more in the payment of any
principal of or interest on any Note of such Series; (ii) failure to perform any
other covenant of the Depositor or the Trust Fund in the Indenture which
continues for a period of sixty (60) days after notice thereof is given in
accordance with the procedures described in the related Prospectus Supplement;
(iii) any representation or warranty made by the Depositor or the Trust Fund in
the Indenture or in any certificate or other writing delivered pursuant thereto
or in connection therewith with respect to or affecting such Series having been
incorrect in a material respect as of the time made, and such breach is not
cured within sixty (60) days after notice thereof is given in accordance with
the procedures described in the related Prospectus Supplement; (iv) certain
events of
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bankruptcy, insolvency, receivership or liquidation of the Depositor or the
Trust Fund; or (v) any other Event of Default provided with respect to Notes of
that Series.
If an Event of Default with respect to the Notes of any Series at the time
outstanding occurs and is continuing, either the Trustee or the holders of a
majority of the then aggregate outstanding amount of the Notes of such Series
may declare the principal amount (or, if the Notes of that Series are Zero
Coupon Securities, such portion of the principal amount as may be specified in
the terms of that Series, as provided in the related Prospectus Supplement) of
all the Notes of such Series to be due and payable immediately. Such declaration
may, under certain circumstances, be rescinded and annulled by the holders of a
majority in aggregate outstanding amount of the Notes of such Series.
If, following an Event of Default with respect to any Series of Notes, the
Notes of such Series have been declared to be due and payable, the Trustee may,
in its discretion, notwithstanding such acceleration, elect to maintain
possession of the collateral securing the Notes of such Series and to continue
to apply distributions on such collateral as if there had been no declaration of
acceleration if such collateral continues to provide sufficient funds for the
payment of principal of and interest on the Notes of such Series as they would
have become due if there had not been such a declaration. In addition, the
Trustee may not sell or otherwise liquidate the collateral securing the Notes of
a Series following an Event of Default, other than a default in the payment of
any principal or interest on any Note of such Series for thirty (30) days or
more, unless (a) the holders of 100% of the then aggregate outstanding amount of
the Notes of such Series consent to such sale, (b) the proceeds of such sale or
liquidation are sufficient to pay in full the principal of and accrued interest,
due and unpaid, on the outstanding Notes of such Series at the date of such sale
or (c) the Trustee determines that such collateral would not be sufficient on an
ongoing basis to make all payments on such Notes as such payments would have
become due if such Notes had not been declared due and payable, and the Trustee
obtains the consent of the holders of 66 2/3% of the then aggregate outstanding
amount of the Notes of such Series.
In the event that the Trustee liquidates the collateral in connection with
an Event of Default involving a default for thirty (30) days or more in the
payment of principal of or interest on the Notes of a Series, the Indenture
provides that the Trustee will have a prior lien on the proceeds of any such
liquidation for unpaid fees and expenses. As a result, upon the occurrence of
such an Event of Default, the amount available for distribution to the
Noteholders would be less than would otherwise be the case. However, the Trustee
may not institute a proceeding for the enforcement of its lien except in
connection with a proceeding for the enforcement of the lien of the Indenture
for the benefit of the Noteholders after the occurrence of such an Event of
Default.
Unless otherwise specified in the related Prospectus Supplement, in the
event the principal of the Notes of a Series is declared due and payable, as
described above, the holders of any such Notes issued at a discount from par may
be entitled to receive no more than an amount equal to the unpaid principal
amount thereof less the amount of such discount which is unamortized.
Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default shall occur and be continuing with respect
to a Series of Notes, the Trustee shall be under no obligation to exercise any
of the rights or powers under the Indenture at the request or direction of any
of the holders of Notes of such Series, unless such holders offered to the
Trustee security or indemnity satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in complying with such request or
direction. Subject to such provisions for indemnification and certain
limitations contained in the Indenture, the holders of a majority of the then
aggregate outstanding amount of the Notes of such Series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to the Notes of such Series, and the holders of a majority
of the then aggregate outstanding amount of the Notes of such Series may, in
certain cases, waive any default with respect thereto, except a default in the
payment of principal or interest or a default in respect of a covenant or
provision of the Indenture that cannot be modified without the waiver or consent
of all the holders of the outstanding Notes of such Series affected thereby.
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THE TRUSTEE
The identity of the commercial bank, savings and loan association or trust
company named as the Trustee for each Series of Securities will be set forth in
the related Prospectus Supplement. The entity serving as Trustee may have normal
banking relationships with the Depositor or the Servicer. In addition, for the
purpose of meeting the legal requirements of certain local jurisdictions, the
Trustee will have the power to appoint co-trustees or separate trustees of all
or any part of the Trust Fund relating to a Series of Securities. In the event
of such appointment, all rights, powers, duties and obligations conferred or
imposed upon the Trustee by the Agreement relating to such Series will be
conferred or imposed upon the Trustee and each such separate trustee or
co-trustee jointly, or, in any jurisdiction in which the Trustee shall be
incompetent or unqualified to perform certain acts, singly upon such separate
trustee or co-trustee who shall exercise and perform such rights, powers, duties
and obligations solely at the direction of the Trustee. The Trustee may also
appoint agents to perform any of the responsibilities of the Trustee, which
agents shall have any or all of the rights, powers, duties and obligations of
the Trustee conferred on them by such appointment; provided that the Trustee
shall continue to be responsible for its duties and obligations under the
Agreement.
DUTIES OF THE TRUSTEE
The Trustee makes no representations as to the validity or sufficiency of
the Agreement, the Securities or of any Primary Asset or related documents. If
no Event of Default (as defined in the related Agreement) has occurred, the
Trustee is required to perform only those duties specifically required of it
under the Agreement. Upon receipt of the various certificates, statements,
reports or other instruments required to be furnished to it, the Trustee is
required to examine them to determine whether they are in the form required by
the related Agreement; however, the Trustee will not be responsible for the
accuracy or content of any such documents furnished by it or the Holders to the
Servicer under the Agreement.
The Trustee may be held liable for its own negligent action or failure to
act, or for its own misconduct; provided, however, that the Trustee will not be
personally liable with respect to any action taken, suffered or omitted to be
taken by it in good faith in accordance with the direction of the Holders in an
Event of Default. The Trustee is not required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
under the Agreement, or in the exercise of any of its rights or powers, if it
has reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
RESIGNATION OF TRUSTEE
The Trustee may, upon written notice to the Depositor, resign at any time,
in which event the Depositor will be obligated to use its best efforts to
appoint a successor Trustee. If no successor Trustee has been appointed and has
accepted the appointment within 30 days after giving such notice of resignation,
the resigning Trustee may petition any court of competent jurisdiction for
appointment of a successor Trustee. The Trustee may also be removed at any time
(i) if the Trustee ceases to be eligible to continue as such under the
Agreement, (ii) if the Trustee becomes insolvent or (iii) by the Holders of
Securities evidencing over 50% of the aggregate voting rights of the Securities
in the Trust Fund upon written notice to the Trustee and to the Depositor. 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.
AMENDMENT OF AGREEMENT
Unless otherwise specified in the Prospectus Supplement, the Agreement for
each Series of Securities may be amended by the Depositor, the Servicer (with
respect to a Series relating to Loans), and the Trustee with respect to such
Series, without notice to or consent of the Holders (i) to cure any ambiguity,
(ii) to correct any defective provisions or to correct or supplement any
provision therein, (iii) to add to the duties of the Depositor, the Trust Fund
or Servicer, (iv) to add any other provisions with respect to matters or
questions arising under such Agreement or related Enhancement, (v) to add or
amend any provisions of such Agreement as required by a Rating Agency in order
to maintain or improve the rating of the Securities, or (vi) to comply with any
requirements imposed by the Code; provided that any such amendment except
pursuant to clause (vi) above will not adversely affect in any material respect
the interests of any Holders of such Series, as evidenced by an
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opinion of counsel. Any such amendment except pursuant to clause (vi) of the
preceding sentence shall be deemed not to adversely affect in any material
respect the interests of any Holder if the Trustee receives written confirmation
from each Rating Agency rating such Securities that such amendment will not
cause such Rating Agency to reduce the then current rating thereof. Unless
otherwise specified in the Prospectus Supplement, the Agreement for each Series
may also be amended by the Trustee, the Servicer, if applicable, and the
Depositor with respect to such Series with the consent of the Holders possessing
not less than 66 2/3% of the aggregate outstanding principal amount of the
Securities of such Series or, if only certain Classes of such Series are
afffected by such amendment, 66 2/3% of the aggregate outstanding principal
amount of the Securities of each Class 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
Holders of such Series; provided, however, that no such amendment may (a) reduce
the amount or delay the timing of payments on any Security without the consent
of the Holder of such Security; or (b) reduce the aforesaid percentage of the
aggregate outstanding principal amount of Securities of each Class, the Holders
of which are required to consent to any such amendment without the consent of
the Holders of 100% of the aggregate outstanding principal amount of each Class
of Securities affected thereby.
VOTING RIGHTS
The related Prospectus Supplement will set forth the method of determining
allocation of voting rights with respect to a Series.
LIST OF HOLDERS
Upon written request of three or more Holders of record of a Series for
purposes of communicating with other Holders with respect to their rights under
the Agreement, which request is accompanied by a copy of the communication which
such Holders propose to transmit, the Trustee will afford such Holders access
during business hours to the most recent list of Holders of that Series held by
the Trustee.
No Agreement will provide for the holding of any annual or other meeting of
Holders.
REMIC ADMINISTRATOR
For any Series with respect to which a REMIC election is made, preparation
of certain reports and certain other administrative duties with respect to the
Trust Fund may be performed by a REMIC administrator, who may be an affiliate of
the Depositor.
TERMINATION
Pooling and Servicing Agreement; Trust Agreement. The obligations created
by the Pooling and Servicing Agreement or Trust Agreement for a Series will
terminate upon the distribution to Holders of all amounts distributable to them
pursuant to such Agreement after the earlier of (i) the later of (a) the final
payment or other liquidation of the last Primary Asset remaining in the Trust
Fund for such Series and (b) the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure or repossession in respect of any
Primary Asset or (ii) the repurchase, as described below, by the Servicer or
other entity specified in the related Prospectus Supplement from the Trustee for
such Series of all Primary Assets and other property at that time subject to
such Agreement. The Agreement for each Series permits, but does not require, the
Servicer or other entity specified in the related Prospectus Supplement to
purchase from the Trust Fund for such Series all remaining Primary Assets at a
price equal to, unless otherwise specified in the related Prospectus Supplement,
100% of the aggregate Principal Balance of such Primary Assets plus, with
respect to any property acquired in respect of a Primary Asset, if any, the
outstanding Principal Balance of the related Primary Asset at the time of
foreclosure, less, in either case, related unreimbursed Advances (in the case of
the Primary Assets, only to the extent not already reflected in the computation
of the aggregate Principal Balance of such Primary Assets) and unreimbursed
expenses (that are reimbursable pursuant to the terms of the Pooling and
Servicing Agreement) plus, in either case, accrued interest thereon at the
weighted average rate on the related Primary Assets through the last day of the
Due Period in which such repurchase occurs; provided, however, that if an
election is made for treatment as a REMIC under the Code, the repurchase price
may equal the greater of (a) 100% of the aggregate Principal Balance of such
Primary Assets, plus accrued interest thereon at the applicable net rates on the
Primary Assets
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through the last day of the month of such repurchase and (b) the aggregate fair
market value of such Primary Assets plus the fair market value of any property
acquired in respect of a Primary Asset and remaining in the Trust Fund. The
exercise of such right will effect early retirement of the Securities of such
Series, but such entity's right to so purchase is subject to the aggregate
Principal Balance of the Primary Assets at the time of repurchase being less
than a fixed percentage, to be set forth in the related Prospectus Supplement,
of the aggregate Principal Balance of the Primary Assets as of the Cut-off Date.
In no event, however, will the trust created by the Agreement continue beyond
the expiration of 21 years from the death of the last survivor of certain
persons identified therein. For each Series, the Servicer or the Trustee, as
applicable, will give written notice of termination of the Agreement to each
Holder, and the final distribution will be made only upon surrender and
cancellation of the Securities at an office or agency specified in the notice of
termination. If so provided in the related Prospectus Supplement for a Series,
the Depositor or another entity may effect an optional termination of the Trust
Fund under the circumstances described in such Prospectus Supplement. See
'DESCRIPTION OF THE SECURITIES--Optional Purchase or Termination' herein.
Indenture. The Indenture will be discharged with respect to a Series of
Notes (except with respect to certain continuing rights specified in the
Indenture) upon the delivery to the Trustee for cancellation of all the Notes of
such Series or, with certain limitations, upon deposit with the Trustee of funds
sufficient for the payment in full of all of the Notes of such Series.
In addition to such discharge with certain limitations, the Indenture will
provide that, if so specified with respect to the Notes of any Series, the
related Trust Fund will be discharged from any and all obligations in respect of
the Notes of such Series (except for certain obligations relating to temporary
Notes and exchange of Notes, to register the transfer of or exchange Notes of
such Series, to replace stolen, lost or mutilated Notes of such Series, to
maintain paying agencies and to hold monies for payment in trust) upon the
deposit with the Trustee, in trust, of money and/or direct obligations of or
obligations guaranteed by the United States of America which through the payment
of interest and principal in respect thereof in accordance with their terms will
provide money in an amount sufficient to pay the principal of and each
installment of interest on the Notes of such Series on the Last Scheduled
Distribution Date for such Notes and any installment of interest on such Notes
in accordance with the terms of the Indenture and the Notes of such Series. In
the event of any such defeasance and discharge of Notes of such Series, holders
of Notes of such Series would be able to look only to such money and/or direct
obligations for payment of principal and interest, if any, on their Notes until
maturity.
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CERTAIN LEGAL ASPECTS OF LOANS
The following discussion contains summaries of certain legal aspects of
mortgage loans, home improvement installment sales contracts and home
improvement installment loan agreements which are general in nature. Because
certain of such legal aspects are governed by applicable state law (which laws
may differ substantially), the summaries do not purport to be complete nor
reflect the laws of any particular state, nor encompass the laws of all states
in which the properties securing the Loans are situated. The summaries are
qualified in their entirety by reference to the applicable federal and state
laws governing the Loans.
MORTGAGES
The Loans for a Series will and certain Home Improvement Contracts for a
Series may be secured by either mortgages or deeds of trust or deeds to secure
debt (such Mortgage Loans and Home Improvement Contracts are hereinafter
referred to in this section as 'mortgage loans'), depending upon the prevailing
practice in the state in which the property subject to a mortgage loan 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
and may also be subject to other liens pursuant to the laws of the jurisdiction
in which the Mortgaged Property is located. 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/property owner or the land trustee (as described below), and the
mortgagee, who is the lender. Under the mortgage instrument, the mortgagor
delivers to the mortgagee a note or bond and the mortgage. In the case of a land
trust, there are three parties because title to the property is held by a land
trustee under a land trust agreement of which the borrower/property owner is the
beneficiary; at origination of a mortgage loan, the borrower executes a separate
undertaking to make payments on the mortgage note. A deed of trust transaction
normally has three parties, the trustor, who is the borrower/property owner; the
beneficiary, who is the lender, and the trustee, a third-party grantee. Under a
deed of trust, the trustor grants the property, irrevocably until the debt is
paid, in trust, generally with a power of sale, to the trustee to secure payment
of the obligation. The mortgagee's authority under a mortgage and the trustee's
authority under a deed of trust are governed by the law of the state in which
the real property is located, the express provisions of the mortgage or deed of
trust, and, in some cases, in deed of trust transactions, the directions of the
beneficiary.
FORECLOSURE ON MORTGAGES
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 which authorizes
the trustee to sell the property upon any default by the borrower under the
terms of the note or deed of trust. In certain states, such foreclosure also may
be accomplished by judicial action in the manner provided for foreclosure of
mortgages. In some states, the trustee must record a notice of default and send
a copy to the borrower-trustor and to any person who has recorded a request for
a copy of a notice of default and notice of sale. In addition, the trustee in
some states must provide notice to any other individual having an interest 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
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copy of the notice of sale be posted on the property and sent to all parties
having an interest of record in the property. The trustor, borrower, or any
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. Generally,
state law controls the amount of foreclosure expenses and costs, including
attorney's fees, which may be recovered by a lender. If the deed of trust is not
reinstated, a notice of sale must be posted in a public place and, in most
states, published for a 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, recorded and sent to all parties having an interest in the real
property.
An action to foreclose a mortgage is an action to recover the mortgage debt
by enforcing the mortgagee's rights under the mortgage. It is regulated by
statutes and rules and subject throughout to the court's equitable powers.
Generally, a mortgagor is bound by the terms of the related mortgage note and
the mortgage as made and cannot be relieved from his default if the mortgagee
has exercised his rights in a commercially reasonable manner. However, since a
foreclosure action historically was equitable in nature, the court may exercise
equitable powers to relieve a mortgagor of a default and deny the mortgagee
foreclosure on proof that either the mortgagor's default was neither willful nor
in bad faith or the mortgagee's action established a waiver, fraud, bad faith,
or oppressive or unconscionable conduct such as to warrant a court of equity to
refuse affirmative relief to the mortgagee. Under certain circumstances a court
of equity may relieve the mortgagor from an entirely technical default where
such default was not willful.
A foreclosure action is subject to most of the delays and expenses of other
lawsuits if defenses or counter-claims are interposed, sometimes requiring up to
several years to complete. Moreover, a non-collusive, regularly conducted
foreclosure sale may be challenged as a fraudulent conveyance, regardless of the
parties' intent, if a court determines that the sale was for less than fair
consideration and such sale occurred while the mortgagor was insolvent and
within one year (or within the state statute of limitations if the trustee in
bankruptcy elects to proceed under state fraudulent conveyance law) of the
filing of bankruptcy. Similarly, a suit against the debtor on the related
mortgage note may take several years and, generally, is a remedy alternative to
foreclosure, the mortgagee being precluded from pursuing both at the same time.
In the case of foreclosure under either a mortgage or a deed of trust, the
sale by the referee or other designated officer or by the trustee is a public
sale. However, because of the difficulty potential third party purchasers at the
sale have in determining the exact status of title and because the physical
condition of the property may have deteriorated during the foreclosure
proceedings, it is uncommon for a third party to purchase the property at a
foreclosure sale. Rather, it is common for the lender to purchase the property
from the trustee or referee for an amount which may be equal to the unpaid
principal amount of the mortgage note secured by the mortgage or deed of trust
plus accrued and unpaid interest and the expenses of foreclosure, in which event
the mortgagor's debt will be extinguished or the lender may purchase for a
lesser amount in order to preserve its right against a borrower to seek a
deficiency judgment in states where such a judgment is available. 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, paying taxes and making such repairs at
its own expense as are necessary to render the property suitable for sale. The
lender will commonly obtain the services of a real estate broker and pay the
broker's commission in connection with the sale of the property. Depending upon
market conditions, the ultimate proceeds of the sale of the property may not
equal the lender's investment in the property. Any loss may be reduced by the
receipt of any mortgage guaranty insurance proceeds.
RIGHTS OF REDEMPTION
In some states, after sale pursuant to a deed of trust or foreclosure of a
mortgage, the trustor or mortgagor and foreclosed junior lienors are given a
statutory period in which to redeem the property from the foreclosure sale. The
right of redemption should be distinguished from the equity of redemption, which
is a non-statutory right that must be exercised prior to the foreclosure sale.
In some states, redemption may occur only upon payment of the entire principal
balance of the loan, accrued interest and expenses of foreclosure. In other
states, redemption may be authorized if the former borrower pays only a portion
of the sums due. The effect of a statutory right of redemption is to diminish
the ability of the lender to sell the foreclosed property. The exercise
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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 foreclosure
or sale under a deed of trust. Consequently the practical effect of a right of
redemption is to force the lender to retain the property and pay the expenses of
ownership until the redemption period has run. In some states, there is no right
to redeem property after a trustee's sale under a deed of trust.
JUNIOR MORTGAGES; RIGHTS OF SENIOR MORTGAGES
The mortgage loans comprising or underlying the Primary Assets included in
the Trust Fund for a Series will be secured by mortgages or deeds of trust which
may be second or more junior mortgages to other mortgages held by other lenders
or institutional investors. The rights of the Trust Fund (and therefore the
Holders), as mortgagee under a junior mortgage, are subordinate to those of the
mortgagee under the senior mortgage, including the prior rights of the senior
mortgagee to receive hazard insurance and condemnation proceeds and to cause the
property securing the mortgage loan to be sold upon default of the mortgagor,
thereby extinguishing the junior mortgagee's lien unless the junior mortgagee
asserts its subordinate interest in the property in foreclosure litigation and,
possibly, satisfies the defaulted senior mortgage. A junior mortgagee may
satisfy a defaulted senior loan in full and, in some states, may cure such
default and bring the senior loan current, in either event adding the amounts
expended to the balance due on the junior loan. In most states, absent a
provision in the mortgage or deed of trust, no notice of default is required to
be given to a junior mortgagee.
The standard form of the mortgage used by most institutional lenders
confers on the mortgagee the right both to receive all proceeds collected under
any hazard insurance policy and all awards made in connection with condemnation
proceedings, and to apply such proceeds and awards to any indebtedness secured
by the mortgage, in such order as the mortgagee may determine. Thus, in the
event improvements on the property are damaged or destroyed by fire or other
casualty, or in the event the property is taken by condemnation, the mortgagee
or beneficiary under underlying senior mortgages will have the prior right to
collect any insurance proceeds payable under a hazard insurance policy and any
award of damages in connection with the condemnation and to apply the same to
the indebtedness secured by the senior mortgages. Proceeds in excess of the
amount of senior mortgage indebtedness, in most cases, may be applied to the
indebtedness of a junior mortgage.
Another provision sometimes found in the form of the mortgage or deed of
trust used by institutional lenders obligates the mortgagor to pay before
delinquency all taxes and assessments on the property and, when due, all
encumbrances, charges and liens on the property which appear prior to the
mortgage or deed of trust, to provide and maintain fire insurance on the
property, to maintain and repair the property and not to commit or permit any
waste thereof, and to appear in and defend any action or proceeding purporting
to affect the property or the rights of the mortgagee under the mortgage. Upon a
failure of the mortgagor to perform any of these obligations, the mortgagee is
given the right under certain mortgages to perform the obligation itself, at its
election, with the mortgagor agreeing to reimburse the mortgagee for any sums
expended by the mortgagee on behalf of the mortgagor. All sums so expended by
the mortgagee become part of the indebtedness secured by the mortgage.
The form of credit line trust deed or mortgage used by most institutional
lenders which make revolving home equity loans typically contains a 'future
advance' clause, which provides, in essence, that additional amounts advanced to
or on behalf of the borrower by the beneficiary or lender are to be secured by
the deed of trust or mortgage. The priority of the lien securing any advance
made under the clause may depend in most states on whether the deed of trust or
mortgage is called and recorded as a credit line deed of trust or mortgage. If
the beneficiary or lender advances additional amounts, the advance is entitled
to receive the same priority as amounts initially advanced under the trust deed
or mortgage, notwithstanding the fact that there may be junior trust deeds or
mortgages and other liens which intervene between the date of recording of the
trust deed or mortgage and the date of the future advance, and notwithstanding
that the beneficiary or lender had actual knowledge of such intervening junior
trust deeds or mortgages and other liens at the time of the advance. In most
states, the trust deed or mortgage lien securing mortgage loans of the type
which includes revolving home equity credit lines applies retroactively to the
date of the original recording of the trust deed or mortgage, provided that the
total amount of advances under the home equity credit line does not exceed the
maximum specified principal amount of the recorded trust deed or mortgage,
except as to advances made after receipt by the lender of a written notice of
lien from a judgment lien creditor of the trustor.
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ANTI-DEFICIENCY LEGISLATION AND OTHER LIMITATIONS ON LENDERS
Certain states have imposed statutory prohibitions which limit the remedies
of a beneficiary under a deed of trust or a mortgagee under a mortgage. In some
states, statutes limit the right of the beneficiary or mortgagee to obtain a
deficiency judgment against the borrower following foreclosure or sale under a
deed of trust. A deficiency judgment is a personal judgment against the former
borrower equal in most cases to the difference between the net amount realized
upon the public sale of the real property and the amount due to the lender.
Other statutes 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. Finally, other statutory provisions 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 the public sale. The purpose of these statutes is generally 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 addition to laws limiting or prohibiting deficiency judgments, numerous
other statutory provisions, including the federal bankruptcy laws, the Federal
Soldiers' and Sailors' Relief Act, and state laws affording relief to debtors,
may interfere with or affect the ability of the secured lender to realize upon
collateral and/or enforce a deficiency judgment. For example, with respect to
federal bankruptcy law, the filing of a petition acts as a stay against the
enforcement of remedies for collection of a debt. Moreover, a court with federal
bankruptcy jurisdiction may permit a debtor through a Chapter 13 Bankruptcy Code
rehabilitative plan to cure a monetary default with respect to a loan on a
debtor's residence by paying arrearages within a reasonable time period and
reinstating the original loan payment schedule even though the lender
accelerated the loan and the lender has taken all steps to realize upon his
security (provided no sale of the property has yet occurred) prior to the filing
of the debtor's Chapter 13 petition. Some courts with federal bankruptcy
jurisdiction have approved plans, based on the particular facts of the
reorganization case, that effected the curing of a loan default by permitting
the obligor to pay arrearages over a number of years.
Courts with federal bankruptcy jurisdiction have also indicated that the
terms of a mortgage loan may be modified if the borrower has filed a petition
under Chapter 13. These courts have suggested that such modifications may
include reducing the amount of each monthly payment, changing the rate of
interest, altering the repayment schedule and reducing the lender's security
interest to the value of the residence, thus leaving the lender a general
unsecured creditor for the difference between the value of the residence and the
outstanding balance of the loan. Federal bankruptcy law and limited case law
indicate that the foregoing modifications could not be applied to the terms of a
loan secured by property that is the principal residence of the debtor. In all
cases, the secured creditor is entitled to the value of its security plus
post-petition interest, attorney's fees and costs to the extent the value of the
security exceeds the debt.
In a Chapter 11 case under the Bankruptcy Code, the lender is precluded
from foreclosing without authorization from the bankruptcy court. The lender's
lien may be transferred to other collateral and/or be limited in amount to the
value of the lender's interest in the collateral as of the date of the
bankruptcy. The loan term may be extended, the interest rate may be adjusted to
market rates and the priority of the loan may be subordinated to bankruptcy
court-approved financing. The bankruptcy court can, in effect, invalidate
due-on-sale clauses through confirmed Chapter 11 plans of reorganization.
The Bankruptcy Code provides priority to certain tax liens over the
lender's security. This may delay or interfere with the enforcement of rights in
respect of a defaulted Loan. In addition, substantive requirements are imposed
upon lenders in connection with the organization and the servicing of mortgage
loans by numerous federal and some state consumer protection laws. The 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 impose specific
statutory liabilities upon lenders who
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originate loans and who fail to comply with the provisions of the law. In some
cases, this liability may affect assignees of the loans.
DUE-ON-SALE CLAUSES IN MORTGAGE LOANS
Due-on-sale clauses permit the lender to accelerate the maturity of the
loan if the borrower sells or transfers, whether voluntarily or involuntarily,
all or part of the real property securing the loan without the lender's prior
written consent. The enforceability of these clauses has been the subject of
legislation or litigation in many states, and in some cases, typically involving
single family residential mortgage transactions, their enforceability has been
limited or denied. In any event, 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 exceptions. As a result, due-on-sale clauses have become generally
enforceable except in those states whose legislatures exercised their authority
to regulate the enforceability of such clauses with respect to mortgage loans
that were (i) originated or assumed during the 'window period' under the
Garn-St. Germain Act which ended in all cases not later than October 15, 1982,
and (ii) originated by lenders other than national banks, federal savings
institutions and federal credit unions. FHLMC has taken the position in its
published mortgage servicing standards that, out of a total of eleven 'window
period states,' five states (Arizona, Michigan, Minnesota, New Mexico and Utah)
have enacted statutes extending, on various terms and for varying periods, the
prohibition on enforcement of due-on-sale clauses with respect to certain
categories of window period loans. Also, the Garn-St. Germain Act does
'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.
In addition, under federal bankruptcy law, due-on-sale clauses may not be
enforceable in bankruptcy proceedings and may, under certain circumstances, be
eliminated in any modified mortgage resulting from such bankruptcy proceeding.
ENFORCEABILITY OF PREPAYMENT AND LATE PAYMENT FEES
Forms of notes, mortgages and deeds of trust used by lenders may 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 the late charges which a lender may
collect from a borrower for delinquent payments. Certain states also limit the
amounts that a lender may collect from a borrower as an additional charge if the
loan is prepaid. Late charges and prepayment fees are typically retained by
servicers as additional servicing compensation.
EQUITABLE LIMITATIONS ON REMEDIES
In connection with lenders' attempts to realize upon their security, courts
have invoked general equitable principles. The equitable principles are
generally designed to relieve the borrower from the legal effect of his defaults
under the loan documents. Examples of judicial remedies that have been fathomed
include judicial requirements that the lender undertake affirmative and
expensive actions to determine the causes of 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 that lenders reinstate loans or recast payment schedules in order to
accommodate borrowers who are suffering from temporary financial disability. In
other cases, courts have limited the right of a lender to realize upon his
security if the default under the security agreement is not monetary, such as
the borrower's failure to adequately maintain the property or the borrower's
execution of secondary financing affecting the property. Finally, some courts
have been faced with the issue of whether or not federal or state constitutional
provisions reflecting due process concerns for adequate notice require that
borrowers under security agreements receive notices in addition to the
statutorily-prescribed minimums. For the most part, these cases have upheld the
notice provisions as being reasonable or have found that, in cases involving the
sale by a trustee under a deed of trust or by a mortgagee under a mortgage
having a power of sale, there is insufficient state action to afford
constitutional protections to the borrower.
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Most conventional single-family mortgage loans may be prepaid in full or in
part without penalty. The regulations of the Federal Home Loan Bank Board
prohibit the imposition of a prepayment penalty or equivalent fee for or in
connection with the acceleration of a loan by exercise of a due-on-sale clause.
A mortgagee to whom a prepayment in full has been tendered may be compelled to
give either a release of the mortgage or an instrument assigning the existing
mortgage. The absence of a restraint on prepayment, particularly with respect to
mortgage loans having higher mortgage rates, may increase the likelihood of
refinancing or other early retirements of such mortgage loans.
APPLICABILITY OF USURY LAWS
Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980, enacted in March 1980 ('Title V'), provides that state usury
limitations shall not apply to certain types of residential first mortgage loans
originated by certain lenders after March 31, 1980. Similar federal statutes
were in effect with respect to mortgage loans made during the first three months
of 1980. The Federal Home Loan Bank Board is authorized to issue rules and
regulations and to publish interpretations governing implementation of Title V.
Title V authorizes any state to reimpose interest rate limits by adopting,
before April 1, 1983, a state law, or by certifying that the voters of such
state have voted in favor of any provision, constitutional or otherwise, which
expressly rejects an application of the federal law. Fifteen states adopted such
a law prior to the April 1, 1983 deadline. In addition, even where Title V is
not so rejected, any state is authorized by the law to adopt a provision
limiting discount points or other charges on mortgage loans covered by Title V.
THE HOME IMPROVEMENT CONTRACTS
General
The Home Improvement Contracts, other than those Home Improvement Contracts
that are unsecured or secured by mortgages on real estate (such Home Improvement
Contracts are hereinafter referred to in this section as 'contracts') generally
are 'chattel paper' or constitute 'purchase money security interests' each as
defined in the Uniform Commercial Code (the 'UCC'). 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 related Agreement, the Depositor will
transfer physical possession of the contracts to the Trustee or a designated
custodian or may retain possession of the contracts as custodian for the
Trustee. In addition, the Depositor 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 otherwise marked to reflect
their assignment from the Depositor to the Trustee. Therefore, if through
negligence, fraud or otherwise, 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 Home Improvements
The contracts that are secured by the Home Improvements financed thereby
grant to the originator of such contracts a purchase money security interest in
such Home Improvements to secure all or part of the purchase price of such Home
Improvements and related services. A financing statement generally is not
required to be filed to perfect a purchase money security interest in consumer
goods. Such purchase money security interests are assignable. In general, a
purchase money security interest grants to the holder a security interest that
has priority over a conflicting security interest in the same collateral and the
proceeds of such collateral. However, to the extent that the collateral subject
to a purchase money security interest becomes a fixture, in order for the
related purchase money security interest to take priority over a conflicting
interest in the fixture, the holder's interest in such Home Improvement must
generally be perfected by a timely fixture filing. In general, under the UCC, a
security interest does not exist under the UCC in ordinary building material
incorporated into an improvement on land. Home Improvement Contracts that
finance lumber, bricks, other types of ordinary building material or other goods
that are deemed to lose such characterization, upon incorporation of such
materials into the related property, will not be secured by a purchase money
security interest in the Home Improvement being financed.
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Enforcement of Security Interest in Home Improvements
So long as the Home Improvement has not become subject to the real estate
law, a creditor can repossess a Home Improvement 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 that the debtor may redeem it at or before such resale.
Under the laws applicable in most states, a creditor is entitled to obtain
a deficiency judgement from a debtor for any deficiency on repossession and
resale of the property securing the debtor's loan. However, some states impose
prohibitions or limitations on deficiency judgements, and in many cases the
defaulting borrower would have no assets with which to pay a judgement.
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
by the Trustee 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.
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 contract which is
secured by a first lien on certain kinds of consumer goods. 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 the
related unit.
Title V authorized any state to reimpose limitations on interest rates and
finance charges by adopting before April 1, 1983 a law or constitutional
provision which expressly rejects application of the federal law. Fifteen states
adopted such a law prior to the April 1, 1983 deadline. In addition, even where
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.
INSTALLMENT CONTRACTS
The Loans may also consist of installment contracts. Under an installment
contract ('Installment Contract') the seller (hereinafter referred to in this
section as the 'lender') retains legal title to the property and enters into an
agreement with the purchaser (hereinafter referred to in this section as the
'borrower') for the payment of the
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purchase price, plus interest, over the term of such contract. Only after full
performance by the borrower of the contract is the lender obligated to convey
title to the property to the purchaser. As with mortgage or deed of trust
financing, during the effective period of the Installment Contract, the borrower
is generally responsible for maintaining the property in good condition and for
paying real estate taxes, assessments and hazard insurance premiums associated
with the property.
The method of enforcing the rights of the lender under an Installment
Contract varies on a state-by-state basis depending upon the extent to which
state courts are willing, or able pursuant to state statute, to enforce the
contract strictly according to the terms. The terms of Installment Contracts
generally provide that upon a default by the borrower, the borrower loses his or
her right to occupy the property, the entire indebtedness is accelerated, and
the buyer's equitable interest in the property is forfeited. The lender in such
a situation does not have to foreclose in order to obtain title to the property,
although in some cases a quiet title action is in order if the borrower has
filed the Installment Contract in local land records and an ejectment action may
be necessary to recover possession. In a few states, particularly in cases of
borrower default during the early years of an Installment Contract, the courts
will permit ejectment of the buyer and a forfeiture of his or her interest in
the property. However, most state legislatures have enacted provisions by
analogy to mortgage law protecting borrowers under Installment Contracts from
the harsh consequences of forfeiture. Under such statutes, a judicial or
nonjudicial foreclosure may be required, the lender may be required to give
notice of default and the borrower may be granted some grace period during which
the Installment Contract may be reinstated upon full payment of the default
amount and the borrower may have a post-foreclosure statutory redemption right.
In other states, courts in equity may permit a borrower with significant
investment in the property under an Installment Contract for the sale of real
estate to share in the proceeds of sale of the property after the indebtedness
is repaid or may otherwise refuse to enforce the forfeiture clause.
Nevertheless, generally speaking, the lender's procedures for obtaining
possession and clear title under an Installment Contract in a given state are
simpler and less time-consuming and costly than are the procedures for
foreclosing and obtaining clear title to a property subject to one or more
liens.
SOLDIERS' AND SAILORS' CIVIL RELIEF ACT OF 1940
Under the Soldiers' and Sailors' Civil Relief Act of 1940, members of all
branches of the military on active duty, including draftees and reservists in
military service, (i) are entitled to have interest rates reduced and capped at
6% per annum, on obligations (including Loans) incurred prior to the
commencement of military service for the duration of military service, (ii) may
be entitled to a stay of proceedings on any kind of foreclosure or repossession
action in the case of defaults on such obligations entered into prior to
military service for the duration of military service and (iii) may have the
maturity of such obligations incurred prior to military service extended, the
payments lowered and the payment schedule readjusted for a period of time after
the completion of military service. However, the benefits of (i), (ii), or (iii)
above are subject to challenge by creditors and if, in the opinion of the court,
the ability of a person to comply with such obligations is not materially
impaired by military service, the court may apply equitable principles
accordingly. If a borrower's obligation to repay amounts otherwise due on a Loan
included in a Trust Fund for a Series is relieved pursuant to the Soldiers' and
Sailors' Civil Relief Act of 1940, none of the Trust Fund, the Servicer, the
Depositor nor the Trustee will be required to advance such amounts, and any loss
in respect thereof may reduce the amounts available to be paid to the holders of
the Certificates of such Series. Unless otherwise specified in the related
Prospectus Supplement, any shortfalls in interest collections on Loans or
Underlying Loans relating to the Private Securities, as applicable, included in
a Trust Fund for a Series resulting from application of the Soldiers' and
Sailors' Civil Relief Act of 1940 will be allocated to each Class of Securities
of such Series that is entitled to receive interest in respect of such Loans or
Underlying Loans in proportion to the interest that each such Class of
Securities would have otherwise been entitled to receive in respect of such
Loans or Underlying Loans had such interest shortfall not occurred.
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THE DEPOSITOR
GENERAL
The Depositor was incorporated in the State of Delaware on January 29,
1988, and is a wholly-owned subsidiary of LCPI, which is a wholly-owned
subsidiary of Lehman Brothers, a wholly-owned subsidiary of Holdings. The
Depositor's principal executive offices are located at Three World Financial
Center, New York, New York 10285. Its telephone number is (212) 298-2000.
The Depositor will not engage in any activities other than to authorize,
issue, sell, deliver, purchase and invest in (and enter into agreements in
connection with), and/or to engage in the establishment of one or more trusts
which will issue and sell, bonds, notes, debt or equity securities, obligations
and other securities and instruments ('Depositor Securities') collateralized or
otherwise secured or backed by, or otherwise representing an interest in, among
other things, receivables or pass through certificates, or participations or
certificates of participation or beneficial ownership in one or more pools of
receivables, and the proceeds of the foregoing, that arise in connection with
(i) the sale or lease of automobiles, trucks or other motor vehicles, equipment,
merchandise and other personal property, (ii) credit card purchases or cash
advances, (iii) the sale, licensing or other commercial provision of services,
rights, intellectual properties and other intangibles, (iv) trade financings,
(v) loans secured by certain first or junior mortgages on real estate, (vi)
loans to employee stock ownership plans and (vii) any and all other commercial
transactions and commercial, sovereign, student or consumer loans or
indebtedness and, in connection therewith or otherwise, purchasing, acquiring,
owning, holding, transferring, conveying, servicing, selling, pledging,
assigning, financing and otherwise dealing with such receivables, pass-through
certificates, or participations or certificates of participation or beneficial
ownership. Article Third of the Depositor's Certificate of Incorporation limits
the Depositor's activities to the above activities and certain related
activities, such as credit enhancement with respect to such Depositor
Securities, and to any activities incidental to and necessary or convenient for
the accomplishment of such purposes. The Certificate of Incorporation of the
Depositor provides that any Depositor Securities, except for subordinated
Depositor Securities, must be rated in one of the four highest categories by a
nationally recognized rating agency.
USE OF PROCEEDS
The Depositor will apply all or substantially all of the net proceeds from
the sale of each Series of Securities for one or more of the following purposes:
(i) to purchase the related Primary Assets, (ii) to repay indebtedness which has
been incurred to obtain funds to acquire such Primary Assets, (iii) to establish
any Reserve Funds described in the related Prospectus Supplement and (iv) to pay
costs of structuring and issuing such Securities, including the costs of
obtaining Enhancement, if any. If so specified in the related Prospectus
Supplement, the purchase of the Primary Assets for a Series may be effected by
an exchange of Securities with the Seller of such Primary Assets.
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CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
GENERAL
The following is a summary of certain anticipated federal income tax
consequences of the purchase, ownership, and disposition of the Securities and
is based on advise of Brown & Wood LLP, special counsel to the Depositor. The
summary is based upon the provisions of the Code, the regulations promulgated
thereunder, including, where applicable, proposed regulations, and the judicial
and administrative rulings and decisions now in effect, all of which are subject
to change or possible differing interpretations. The statutory provisions,
regulations, and interpretations on which this interpretation is based are
subject to change, and such a change could apply retroactively.
The summary does not purport to deal with all aspects of federal income
taxation that may affect particular investors in light of their individual
circumstances, nor with certain types of investors subject to special treatment
under the federal income tax laws. This summary focuses primarily upon investors
who will hold Securities as 'capital assets' (generally, property held for
investment) within the meaning of Section 1221 of the Code, but much of the
discussion is applicable to other investors as well. Prospective Investors are
advised to consult their own tax advisers concerning the federal, state, local
and any other tax consequences to them of the purchase, ownership and
disposition of the Securities.
The federal income tax consequences to Holders will vary depending on
whether (i) the Securities of a Series are classified as indebtedness; (ii) an
election is made to treat the Trust Fund relating to a particular Series of
Securities as a real estate mortgage investment conduit ('REMIC') under the
Internal Revenue Code of 1986, as amended (the 'Code'); (iii) the Securities
represent an ownership interest in some or all of the assets included in the
Trust Fund for a Series or (iv) an election is made to treat the Trust Fund
relating to a particular Series of Certificates as a partnership. The Prospectus
Supplement for each Series of Securities will specify how the Securities will be
treated for federal income tax purposes and will discuss whether a REMIC
election, if any, will be made with respect to such Series.
TAXATION OF DEBT SECURITIES
Interest and Acquisition Discount. Securities representing regular
interests in a REMIC ('Regular Interest Securities') are generally taxable to
holders in the same manner as evidences of indebtedness issued by the REMIC.
Stated interest on the Regular Interest Securities will be taxable as ordinary
income and taken into account using the accrual method of accounting, regardless
of the Holder's normal accounting method. Interest (other than original issue
discount) on Securities (other than Regular Interest Securities) that are
characterized as indebtedness for federal income tax purposes will be includible
in income by holders thereof in accordance with their usual methods of
accounting. Securities characterized as debt for federal income tax purposes and
Regular Interest Securities will be referred to hereinafter collectively as
'Debt Securities.'
Debt Securities that are Compound Interest Securities will, and certain of
the other Debt Securities may, be issued with 'original issue discount' ('OID').
The following discussion is based in part on the rules governing OID which are
set forth in Sections 1271-1275 of the Code and the Treasury regulations issued
thereunder on February 2, 1994 (the 'OID Regulations'). A Holder should be
aware, however, that the OID Regulations do not adequately address certain
issues relevant to prepayable securities, such as the Debt Securities.
In general, OID, if any, will equal the difference between the stated
redemption price at maturity of a Debt Security and its issue price. A holder of
a Debt Security must include such OID in gross income as ordinary interest
income as it accrues under a method taking into account an economic accrual of
the discount. In general, OID must be included in income in advance of the
receipt of the cash representing that income. The amount of OID on a Debt
Security will be considered to be zero if it is less than a de minimis amount
determined under the Code.
The issue price of a Debt Security is the first price at which a
substantial amount of Debt Securities of that class are sold to the public
(excluding bond houses, brokers, underwriters or wholesalers). If less than a
substantial amount of a particular class of Debt Securities is sold for cash on
or prior to the Closing Date, the issue price for such class will be treated as
the fair market value of such class on the Closing Date. The issue
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price of a Debt Security also includes the amount paid by an initial Debt
Security holder for accrued interest that relates to a period prior to the issue
date of the Debt Security. The stated redemption price at maturity of a Debt
Security includes the original principal amount of the Debt Security, but
generally will not include distributions of interest if such distributions
constitute 'qualified stated interest.'
Under the OID Regulations, qualified stated interest generally means
interest payable at a single fixed rate or qualified variable rate (as described
below) provided that such interest payments are unconditionally payable at
intervals of one year or less during the entire term of the Debt Security. The
OID Regulations state that interest payments are unconditionally payable only if
a late payment or nonpayment is expected to be penalized or reasonable remedies
exist to compel payment. Certain Debt Securities may provide for default
remedies in the event of late payment or nonpayment of interest. The interest on
such Debt Securities will be unconditionally payable and constitute qualified
stated interest, not OID. However, absent clarification of the OID Regulations,
where Debt Securities do not provide for default remedies, the interest payments
will be included in the Debt Security's stated redemption price at maturity and
taxed as OID. Interest is payable at a single fixed rate only if the rate
appropriately takes into account the length of the interval between payments.
Distributions of interest on Debt Securities with respect to which deferred
interest will accrue, will not constitute qualified stated interest payments, in
which case the stated redemption price at maturity of such Debt Securities
includes all distributions of interest as well as principal thereon. Where the
interval between the issue date and the first Distribution Date on a Debt
Security is either longer or shorter than the interval between subsequent
Distribution Dates, all or part of the interest foregone, in the case of the
longer interval, and all of the additional interest, in the case of the shorter
interval, will be included in the stated redemption price at maturity and tested
under the de minimis rule described below. In the case of a Debt Security with a
long first period which has non-de minimis OID, all stated interest in excess of
interest payable at the effective interest rate for the long first period will
be included in the stated redemption price at maturity and the Debt Security
will generally have OID. Holders of Debt Securities should consult their own tax
advisors to determine the issue price and stated redemption price at maturity of
a Debt Security.
Under the de minimis rule, OID on a Debt Security will be considered to be
zero if such OID is less than 0.25% of the stated redemption price at maturity
of the Debt Security multiplied by the weighted average maturity of the Debt
Security. For this purpose, the weighted average maturity of the Debt Security
is computed as the sum of the amounts determined by multiplying the number of
full years (i.e., rounding down partial years) from the issue date until each
distribution in reduction of stated redemption price at maturity is scheduled to
be made by a fraction, the numerator of which is the amount of each distribution
included in the stated redemption price at maturity of the Debt Security and the
denominator of which is the stated redemption price at maturity of the Debt
Security. Holders generally must report de minimis OID pro rata as principal
payments are received, and such income will be capital gain if the Debt Security
is held as a capital asset. However, accrual method holders may elect to accrue
all de minimis OID as well as market discount under a constant interest method.
Debt Securities may provide for interest based on a qualified variable
rate. Under the OID Regulations, interest is treated as payable at a qualified
variable rate and not as contingent interest if, generally, (i) such interest is
unconditionally payable at least annually, (ii) the issue price of the debt
instrument does not exceed the total noncontingent principal payments and (iii)
interest is based on a 'qualified floating rate,' an 'objective rate,' or a
combination of 'qualified floating rates' that do not operate in a manner that
significantly accelerates or defers interest payments on such Debt Security. In
the case of Compound Interest Securities, certain Interest Weighted Securities,
and certain of the other Debt Securities, none of the payments under the
instrument will be considered qualified stated interest, and thus the aggregate
amount of all payments will be included in the stated redemption price.
The holder of a Debt Security issued with OID must include in gross income,
for all days during its taxable year on which it holds such Debt Security, the
sum of the 'daily portions' of such original issue discount. The amount of OID
includible in income by a holder will be computed by allocating to each day
during a taxable year a pro rata portion of the original issue discount that
accrued during the relevant accrual period. In the case of a Debt Security that
is not a Regular Interest Security and the principal payments on which are not
subject to acceleration resulting from prepayments on the Mortgage Loans, the
amount of OID includible in income of a Holder for an accrual period (generally
the period over which interest accrues on the debt instrument) will equal the
product of the yield to maturity of the Debt Security and the adjusted issue
price of the Debt Security, reduced
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by any payments of qualified stated interest. The adjusted issue price is the
sum of its issue price plus prior accruals or OID, reduced by the total payments
made with respect to such Debt Security in all prior periods, other than
qualified stated interest payments.
The amount of OID to be included in income by a holder of a debt
instrument, such as certain Classes of the Debt Securities, that is subject to
acceleration due to prepayments on other debt obligations securing such
instruments (a 'Pay-Through Security'), is computed by taking into account the
anticipated rate of prepayments assumed in pricing the debt instrument (the
'Prepayment Assumption'). The amount of OID that will accrue during an accrual
period on a Pay-Through Security is the excess (if any) of the sum of (a) the
present value of all payments remaining to be made on the Pay-Through Security
as of the close of the accrual period and (b) the payments during the accrual
period of amounts included in the stated redemption price of the Pay-Through
Security, over the adjusted issue price of the Pay-Through Security at the
beginning of the accrual period. The present value of the remaining payments is
to be determined on the basis of three factors: (i) the original yield to
maturity of the Pay-Through Security (determined on the basis of compounding at
the end of each accrual period and properly adjusted for the length of the
accrual period), (ii) events which have occurred before the end of the accrual
period and (iii) the assumption that the remaining payments will be made in
accordance with the original Prepayment Assumption. The effect of this method is
to increase the portions of OID required to be included in income by a Holder to
take into account prepayments with respect to the Loans at a rate that exceeds
the Prepayment Assumption, and to decrease (but not below zero for any period)
the portions of original issue discount required to be included in income by a
Holder of a Pay-Through Security to take into account prepayments with respect
to the Loans at a rate that is slower than the Prepayment Assumption. Although
original issue discount will be reported to Holders of Pay-Through Securities
based on the Prepayment Assumption, no representation is made to Holders that
Loans will be prepaid at that rate or at any other rate.
The Depositor may adjust the accrual of OID on a Class of Regular Interest
Securities (or other regular interests in a REMIC) in a manner that it believes
to be appropriate, to take account of realized losses on the Loans, although the
OID Regulations do not provide for such adjustments. If the Internal Revenue
Service were to require that OID be accrued without such adjustments, the rate
of accrual of OID for a Class of Regular Interest Securities could increase.
Certain classes of Regular Interest Securities may represent more than one
class of REMIC regular interests. Unless the applicable Prospectus Supplement
specifies otherwise, the Trustee intends, based on the OID Regulations, to
calculate OID on such Securities as if, solely for the purposes of computing
OID, the separate regular interests were a single debt instrument.
A subsequent holder of a Debt Security will also be required to include OID
in gross income, but such a holder who purchases such Debt Security for an
amount that exceeds its adjusted issue price will be entitled (as will an
initial holder who pays more than a Debt Security's issue price) to offset such
OID by comparable economic accruals of portions of such excess.
The Internal Revenue Services (the 'IRS') recently issued final regulations
(the 'Contingent Regulations') governing the calculation of OID on instruments
having contingent interest payments. The Contingent Regulations specifically do
not apply for purposes of calculating OID on debt instruments subject to Code
Section 1272(a)(6), such as the Debt Security. Additionally, the OID Regulations
do not contain provisions specifically interpreting Code Section 1272(a)(6).
Until the Treasury issues guidance to the contrary, the Trustee intends to base
its computation on Code Section 1272(a)(6) and the OID Regulations as described
in this Prospectus. However, because no regulatory guidance currently exists
under Code Section 1272(a)(6), there can be no assurance that such methodology
represents the correct manner of calculating OID.
Effects of Defaults and Delinquencies. Holders will be required to report
income with respect to the related Securities under an accrual method without
giving effect to delays and reductions in distributions attributable to a
default or delinquency on the Loans, except possibly to the extent that it can
be established that such amounts are uncollectible. As a result, the amount of
income (including OID) reported by a holder of such a Security in any period
could significantly exceed the amount of cash distributed to such holder in that
period. The holder will eventually be allowed a loss (or will be allowed to
report a lesser amount of income) to the extent that the aggregate amount of
distributions on the Securities is reduced as a result of a Loan default.
However, the timing
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and character of such losses or reductions in income are uncertain and,
accordingly, holders of Securities should consult their own tax advisors on this
point.
Interest Weighted Securities. It is not clear how income should be accrued
with respect to Regular Interest Securities or Stripped Securities (as defined
under '--Tax Status as a Grantor Trust; General' herein) the payments on which
consist solely or primarily of a specified portion of the interest payments on
qualified mortgages held by the REMIC or on Loans underlying Pass-Through
Securities ('Interest Weighted Securities'). The Depositor intends to take the
position that all of the income derived from an Interest Weighted Security
should be treated as OID and that the amount and rate of accrual of such OID
should be calculated by treating the Interest Weighted Security as a Compound
Interest Security. However, in the case of Interest Weighted Securities that are
entitled to some payments of principal and that are Regular Interest Securities
the Internal Revenue Service could assert that income derived from an Interest
Weighted Security should be calculated as if the Security were a security
purchased at a premium equal to the excess of the price paid by such holder for
such Security over its stated principal amount, if any. Under this approach, a
holder would be entitled to amortize such premium only if it has in effect an
election under Section 171 of the Code with respect to all taxable debt
instruments held by such holder, as described below. Alternatively, the Internal
Revenue Service could assert that an Interest Weighted Security should be
taxable under the rules governing bonds issued with contingent payments. Such
treatment may be more likely in the case of Interest Weighted Securities that
are Stripped Securities as described below. See '--Tax Status as a Grantor
Trust--Discount or Premium on Pass-Through Securities.'
Variable Rate Debt Securities. In the case of Debt Securities bearing
interest at a rate that varies directly, according to a fixed formula, with an
objective index, it appears that (i) the yield to maturity of such Debt
Securities and (ii) in the case of Pay-Through Securities, the present value of
all payments remaining to be made on such Debt Securities, should be calculated
as if the interest index remained at its value as of the issue date of such
Securities. Because the proper method of adjusting accruals of OID on a variable
rate Debt Security is uncertain, holders of variable rate Debt Securities should
consult their own tax advisers regarding the appropriate treatment of such
Securities for federal income tax purposes.
Market Discount. A purchaser of a Security may be subject to the market
discount rules of Sections 1276-1278 of the Code. A Holder that acquires a Debt
Security with more than a prescribed de minimis amount of 'market discount'
(generally, the excess of the principal amount of the Debt Security over the
purchaser's purchase price) will be required to include accrued market discount
in income as ordinary income in each month, but limited to an amount not
exceeding the principal payments on the Debt Security received in that month
and, if the Securities are sold, the gain realized. Such market discount would
accrue in a manner to be provided in Treasury regulations but, until such
regulations are issued, such market discount would in general accrue either (i)
on the basis of a constant yield (in the case of a Pay-Through Security, taking
into account a prepayment assumption) or (ii) in the ratio of (a) in the case of
Securities (or in the case of a Pass-Through Security, as set forth below, the
Loans underlying such Security) not originally issued with original issue
discount, stated interest payable in the relevant period to total stated
interest remaining to be paid at the beginning of the period or (b) in the case
of Securities (or, in the case of a Pass-Through Security, as described below,
the Loans underlying such Security) originally issued at a discount, OID in the
relevant period to total OID remaining to be paid.
Section 1277 of the Code provides that, regardless of the origination date
of the Debt Security (or, in the case of a Pass-Through Security, the Loans),
the excess of interest paid or accrued to purchase or carry a Security (or, in
the case of a Pass-Through Security, as described below, the underlying Loans)
with market discount over interest received on such Security is allowed as a
current deduction only to the extent such excess is greater than the market
discount that accrued during the taxable year in which such interest expense was
incurred. In general, the deferred portion of any interest expense will be
deductible when such market discount is included in income, including upon the
sale, disposition, or repayment of the Security (or in the case of a
Pass-Through Security, an underlying Loan). A holder may elect to include market
discount in income currently as it accrues, on all market discount obligations
acquired by such holder during the taxable year such election is made and
thereafter, in which case the interest deferral rule will not apply.
Premium. A holder who purchases a Debt Security (other than an Interest
Weighted Security to the extent described above) at a cost greater than its
stated redemption price at maturity, generally will be considered to
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have purchased the Security at a premium, which it may elect to amortize as an
offset to interest income on such Security (and not as a separate deduction
item) on a constant yield method. Although no regulations addressing the
computation of premium accrual on securities similar to the Securities have been
issued, the legislative history of the 1986 Act indicates that premium is to be
accrued in the same manner as market discount. Accordingly, it appears that the
accrual of premium on a Class of Pay-Through Securities will be calculated using
the prepayment assumption used in pricing such Class. If a holder makes an
election to amortize premium on a Debt Security, such election will apply to all
taxable debt instruments (including all REMIC regular interests and all
pass-through certificates representing ownership interests in a trust holding
debt obligations) held by the holder at the beginning of the taxable year in
which the election is made, and to all taxable debt instruments acquired
thereafter by such holder, and will be irrevocable without the consent of the
Internal Revenue Service. Purchasers who pay a premium for the Securities should
consult their tax advisers regarding the election to amortize premium and the
method to be employed.
On June 27, 1996 the IRS issued proposed regulations (the 'Amortizable Bond
Premium Regulations') dealing with amortizable bond premium. These regulations
specifically do not apply to prepayable debt instruments subject to Code Section
1272(a)(6) such as the Securities. Absent further guidance from the IRS, the
Trustee intends to account for amortizable bond premium in the manner described
above. Prospective purchasers of the Securities should consult their tax
advisors regarding the possible application of the Amortizable Bond Premium
Regulations.
Election to Treat All Interest as Original Issue Discount. The OID
Regulations permit a holder of a Debt Security to elect to accrue all interest,
discount (including de minimis market or original issue discount) and premium in
income as interest, based on a constant yield method for Debt Securities
acquired on or after April 4, 1994. If such an election were to be made with
respect to a Debt Security with market discount, the holder of the Debt Security
would be deemed to have made an election to include in income currently market
discount with respect to all other debt instruments having market discount that
such holder of the Debt Security acquires during the year of the election or
thereafter. Similarly, a holder of a Debt Security that makes this election for
a Debt Security that is acquired at a premium will be deemed to have made an
election to amortize bond premium with respect to all debt instruments having
amortizable bond premium that such holder owns or acquires. The election to
accrue interest, discount and premium on a constant yield method with respect to
a Debt Security is irrevocable.
TAXATION OF THE REMIC AND ITS HOLDERS
General. In the opinion of Brown & Wood LLP, special counsel to the
Depositor, if a REMIC election is made with respect to a Series of Securities,
then the arrangement by which the Securities of that Series are issued will be
treated as a REMIC as long as all of the provisions of the applicable Agreement
are complied with and the statutory and regulatory requirements are satisfied.
Securities will be designated as 'Regular Interests' or 'Residual Interests' in
a REMIC, as specified in the related Prospectus Supplement.
Except to the extent specified otherwise in a Prospectus Supplement, if a
REMIC election is made with respect to a Series of Securities, (i) Securities
held by a domestic building and loan association will constitute 'a regular or a
residual interest in a REMIC' within the meaning of Code Section
7701(a)(19)(C)(xi) (assuming that at least 95% of the REMIC's assets consist of
cash, government securities, 'loans secured by an interest in real property,'
and other types of assets described in Code Section 7701(a)(19)(C)); and (ii)
Securities held by a real estate investment trust will constitute 'real estate
assets' within the meaning of Code Section 856(c)(6)(B), and income with respect
to the Securities 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) (assuming, for both purposes, that at least 95% of
the REMIC's assets are qualifying assets). If less than 95% of the REMIC's
assets consist of assets described in (i), (ii) or (iii) above, then a Security
will qualify for the tax treatment described in (i), (ii) or (iii) in the
proportion that such REMIC assets are qualifying assets.
The Small Business Job Protection Act of 1996, as part of the repeal of the
bad debt reserve method for thrift institutions, repealed the application of
Code Section 593(d) to any taxable year beginning after December 31, 1995.
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REMIC EXPENSES; SINGLE CLASS REMICS
As a general rule, all of the expenses of a REMIC will be taken into
account by holders of the Residual Interest Securities. In the case of a 'single
class REMIC,' however, the expenses will be allocated, under Treasury
regulations, among the holders of the Regular Interest Securities and the
holders of the Residual Interest Securities on a daily basis in proportion to
the relative amounts of income accruing to each Holder on that day. In the case
of a holder of a Regular Interest Security who is an individual or a
'pass-through interest holder' (including certain pass-through entities but not
including real estate investment trusts), such expenses will be deductible only
to the extent that such expenses, plus other 'miscellaneous itemized deductions'
of the Holder, exceed 2% of such Holder's adjusted gross income. In addition,
for taxable years beginning after December 31, 1990, the amount of itemized
deductions otherwise allowable for the taxable year for an individual whose
adjusted gross income exceeds the applicable amount (which amount will be
adjusted for inflation for taxable years beginning after 1990) will be reduced
by the lesser of (i) 3% of the excess of adjusted gross income over the
applicable amount, or (ii) 80% of the amount of itemized deductions otherwise
allowable for such taxable year. The reduction or disallowance of this deduction
may have a significant impact on the yield of the Regular Interest Security to
such a Holder. In general terms, a single class REMIC is one that either (i)
would qualify, under existing Treasury regulations, as a grantor trust if it
were not a REMIC (treating all interests as ownership interests, even if they
would be classified as debt for federal income tax purposes) or (ii) is similar
to such a trust and which is structured with the principal purpose of avoiding
the single class REMIC rules. Unless otherwise stated in the applicable
Prospectus Supplement, the expenses of the REMIC will be allocated to holders of
the related residual interest securities.
TAXATION OF THE REMIC
General. Although a REMIC is a separate entity for federal income tax
purposes, a REMIC is not generally subject to entity-level tax. Rather, the
taxable income or net loss of a REMIC is taken into account by the holders of
residual interests. As described above, the regular interests are generally
taxable as debt of the REMIC.
Calculation of REMIC Income. The taxable income or net loss of a REMIC is
determined under an accrual method of accounting and in the same manner as in
the case of an individual, with certain adjustments. In general, the taxable
income or net loss will be the difference between (i) the gross income produced
by the REMIC's assets, including stated interest and any original issue discount
or market discount on loans and other assets, and (ii) deductions, including
stated interest and original issue discount accrued on Regular Interest
Securities, amortization of any premium with respect to Loans, and servicing
fees and other expenses of the REMIC. A holder of a Residual Interest Security
that is an individual or a 'pass-through interest holder' (including certain
pass-through entities, but not including real estate investment trusts) will be
unable to deduct servicing fees payable on the loans or other administrative
expenses of the REMIC for a given taxable year, to the extent that such
expenses, when aggregated with such holder's other miscellaneous itemized
deductions for that year, do not exceed two percent of such holder's adjusted
gross income.
For purposes of computing its taxable income or net loss, the REMIC should
have an initial aggregate tax basis in its assets equal to the aggregate fair
market value of the regular interests and the residual interests on the Startup
Day (generally, the day that the interests are issued). That aggregate basis
will be allocated among the assets of the REMIC in proportion to their
respective fair market values.
The OID provisions of the Code apply to loans of individuals originated on
or after March 2, 1984, and the market discount provisions apply to loans
originated after July 18, 1984. Subject to possible application of the de
minimis rules, the method of accrual by the REMIC of OID income on such loans
will be equivalent to the method under which holders of Pay-Through Securities
accrue original issue discount (i.e., under the constant yield method taking
into account the Prepayment Assumption). The REMIC will deduct OID on the
Regular Interest Securities in the same manner that the holders of the Regular
Interest Securities include such discount in income, but without regard to the
de minimis rules. See 'Taxation of Debt Securities' above. However, a REMIC that
acquires loans at a market discount must include such market discount in income
currently, as it accrues, on a constant interest basis.
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To the extent that the REMIC's basis allocable to loans that it holds
exceeds their principal amounts, the resulting premium, if attributable to
mortgages originated after September 27, 1985, will be amortized over the life
of the loans (taking into account the Prepayment Assumption) on a constant yield
method. Although the law is somewhat unclear regarding recovery of premium
attributable to loans originated on or before such date, it is possible that
such premium may be recovered in proportion to payments of loan principal.
Prohibited Transactions and Contributions Tax. The REMIC will be subject
to a 100% tax on any net income derived from a 'prohibited transaction.' For
this purpose, net income will be calculated without taking into account any
losses from prohibited transactions or any deductions attributable to any
prohibited transaction that resulted in a loss. In general, prohibited
transactions include: (i) subject to limited exceptions, the sale or other
disposition of any qualified mortgage transferred to the REMIC; (ii) subject to
a limited exception, the sale or other disposition of a cash flow investment;
(iii) the receipt of any income from assets not permitted to be held by the
REMIC pursuant to the Code; or (iv) the receipt of any fees or other
compensation for services rendered by the REMIC. It is anticipated that a REMIC
will not engage in any prohibited transactions in which it would recognize a
material amount of net income. In addition, subject to a number of exceptions, a
tax is imposed at the rate of 100% on amounts contributed to a REMIC after the
close of the three-month period beginning on the Startup Day. The holders of
Residual Interest Securities will generally be responsible for the payment of
any such taxes imposed on the REMIC. To the extent not paid by such holders or
otherwise, however, such taxes will be paid out of the Trust Fund and will be
allocated pro rata to all outstanding Classes of Securities of such REMIC.
TAXATION OF HOLDERS OF RESIDUAL INTEREST SECURITIES
The holder of a Certificate representing a residual interest (a 'Residual
Interest Security') will take into account the 'daily portion' of the taxable
income or net loss of the REMIC for each day during the taxable year on which
such holder held the Residual Interest Security. The daily portion is determined
by allocating to each day in any calendar quarter its ratable portion of the
taxable income or net loss of the REMIC for such quarter, and by allocating that
amount among the holders (on such day) of the Residual Interest Securities in
proportion to their respective holdings on such day.
The holder of a Residual Interest Security must report its proportionate
share of the taxable income of the REMIC whether or not it receives cash
distributions from the REMIC attributable to such income or loss. The reporting
of taxable income without corresponding distributions could occur, for example,
in certain REMIC issues in which the loans held by the REMIC were issued or
acquired at a discount, since mortgage prepayments cause recognition of discount
income, while the corresponding portion of the prepayment could be used in whole
or in part to make principal payments on REMIC Regular Interests issued without
any discount or at an insubstantial discount. (If this occurs, it is likely that
cash distributions will exceed taxable income in later years.) Taxable income
may also be greater in earlier years of certain REMIC issues as a result of the
fact that interest expense deductions, as a percentage of outstanding principal
on REMIC Regular Interest Securities, will typically increase over time as lower
yielding Securities are paid, whereas interest income with respect to loans will
generally remain constant over time as a percentage of loan principal.
In any event, because the holder of a residual interest is taxed on the net
income of the REMIC, the taxable income derived from a Residual Interest
Security in a given taxable year will not be equal to the taxable income
associated with investment in a corporate bond or stripped instrument having
similar cash flow characteristics and pretax yield. Therefore, the after-tax
yield on the Residual Interest Security may be less than that of such a bond or
instrument.
Limitation on Losses. The amount of the REMIC's net loss that a holder may
take into account currently is limited to the holder's adjusted basis at the end
of the calendar quarter in which such loss arises. A holder's basis in a
Residual Interest Security will initially equal such holder's purchase price,
and will subsequently be increased by the amount of the REMIC's taxable income
allocated to the holder, and decreased (but not below zero) by the amount of
distributions made and the amount of the REMIC's net loss allocated to the
holder. Any disallowed loss may be carried forward indefinitely, but may be used
only to offset income of the REMIC generated by the same REMIC. The ability of
holders of Residual Interest Securities to deduct net losses may be subject to
additional limitations under the Code, as to which such holders should consult
their tax advisers.
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Distributions. Distributions on a Residual Interest Security (whether at
their scheduled times or as a result of prepayments) will generally not result
in any additional taxable income or loss to a holder of a Residual Interest
Security. If the amount of such payment exceeds a holder's adjusted basis in the
Residual Interest Security, however, the holder will recognize gain (treated as
gain from the sale of the Residual Interest Security) to the extent of such
excess.
Sale or Exchange. A holder of a Residual Interest Security will recognize
gain or loss on the sale or exchange of a Residual Interest Security equal to
the difference, if any, between the amount realized and such holder's adjusted
basis in the Residual Interest Security at the time of such sale or exchange.
Except to the extent provided in regulations, which have not yet been issued,
any loss upon disposition of a Residual Interest Security will be disallowed if
the selling holder acquires any residual interest in a REMIC or similar mortgage
pool within six months before or after such disposition.
Excess Inclusions. The portion of the REMIC taxable income of a holder of
a Residual Interest Security consisting of 'excess inclusion' income may not be
offset by other deductions or losses, including net operating losses, on such
holder's federal income tax return. Further, if the holder of a Residual
Interest Security is an organization subject to the tax on unrelated business
income imposed by Code Section 511, such holder's excess inclusion income will
be treated as unrelated business taxable income of such holder. In addition,
under Treasury regulations yet to be issued, if a real estate investment trust,
a regulated investment company, a common trust fund, or certain cooperatives
were to own a Residual Interest Security, a portion of dividends (or other
distributions) paid by the real estate investment trust (or other entity) would
be treated as excess inclusion income. If a Residual Security is owned by a
foreign person excess inclusion income is subject to tax at a rate of 30% which
may not be reduced by treaty, is not eligible for treatment as 'portfolio
interest' and is subject to certain additional limitations. See 'Tax Treatment
of Foreign Investors.'
The Small Business Job Protection Act of 1996 has eliminated the special
rule permitting Section 593 institutions ('thrift institutions') to use net
operating losses and other allowable deductions to offset their excess inclusion
income from REMIC residual certificates that have 'significant value' within the
meaning of the REMIC Regulations, effective for taxable years beginning after
December 31, 1995, except with respect to residual certificates continuously
held by a thrift institution since November 1, 1995.
In addition, the Small Business Job Protection Act of 1996 provides three
rules for determining the effect on excess inclusions on the alternative minimum
taxable income of a residual holder. First, alternative minimum taxable income
for such residual holder is determined without regard to the special rule that
taxable income cannot be less than excess inclusions. Second, a residual
holder's alternative minimum taxable income for a tax year cannot be less than
the excess inclusions for the year. Third, the amount of any alternative minimum
tax net operating loss deductions must be computed without regard to any excess
inclusions. These rules are effective for tax years beginning after December 31,
1986, unless a residual holder elects to have such rules apply only to tax years
beginning after August 20, 1996.
The excess inclusion portion of a REMIC's income is generally equal to the
excess, if any, of REMIC taxable income for the quarterly period allocable to a
Residual Interest Security, over the daily accruals for such quarterly period of
(i) 120% of the long term applicable federal rate on the Startup Day multiplied
by (ii) the adjusted issue price of such Residual Interest Security at the
beginning of such quarterly period. The adjusted issue price of a Residual
Interest at the beginning of each calendar quarter will equal its issue price
(calculated in a manner analogous to the determination of the issue price of a
Regular Interest), increased by the aggregate of the daily accruals for prior
calendar quarters, and decreased (but not below zero) by the amount of loss
allocated to a holder and the amount of distributions made on the Residual
Interest Security before the beginning of the quarter. The long-term federal
rate, which is announced monthly by the Treasury Department, is an interest rate
that is based on the average market yield of outstanding marketable obligations
of the United States government having remaining maturities in excess of nine
years.
Under the REMIC Regulations, in certain circumstances, transfers of
Residual Securities may be disregarded. See '--Restrictions on Ownership and
Transfer of Residual Interest Securities' and '--Tax Treatment of Foreign
Investors' below.
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Restrictions on Ownership and Transfer of Residual Interest Securities. As
a condition to qualification as a REMIC, reasonable arrangements must be made to
prevent the ownership of a REMIC residual interest by any 'Disqualified
Organization.' Disqualified Organizations include the United States, any State
or political subdivision thereof, any foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, a rural
electric or telephone cooperative described in Section 1381(a)(2)(C) of the
Code, or any entity exempt from the tax imposed by Sections 1-1399 of the Code,
if such entity is not subject to tax on its unrelated business income.
Accordingly, the applicable Pooling and Servicing Agreement will prohibit
Disqualified Organizations from owning a Residual Interest Security. In
addition, no transfer of a Residual Interest Security will be permitted unless
the proposed transferee shall have furnished to the Trustee an affidavit
representing and warranting that it is neither a Disqualified Organization nor
an agent or nominee acting on behalf of a Disqualified Organization.
If a Residual Interest Security is transferred to a Disqualified
Organization after March 31, 1988 (in violation of the restrictions set forth
above), a substantial tax will be imposed on the transferor of such Residual
Interest Security at the time of the transfer. In addition, if a Disqualified
Organization holds an interest in a pass-through entity after March 31, 1988
(including, among others, a partnership, trust, real estate investment trust,
regulated investment company, or any person holding as nominee), that owns a
Residual Interest Security, the pass-through entity will be required to pay an
annual tax on its allocable share of the excess inclusion income of the REMIC.
Under the REMIC Regulations, if a Residual Interest Security is a
'noneconomic residual interest,' as described below, a transfer of a Residual
Interest Security to a United States person will be disregarded for all Federal
tax purposes unless no significant purpose of the transfer was to impede the
assessment or collection of tax. A Residual Interest Security is a 'noneconomic
residual interest' unless, at the time of the transfer (i) the present value of
the expected future distributions on the Residual Interest Security at least
equals the product of the present value of the anticipated excess inclusions and
the highest rate of tax for the year in which the transfer occurs, and (ii) the
transferor reasonably expects that the transferee will receive distributions
from the REMIC at or after the time at which the taxes accrue on the anticipated
excess inclusions in an amount sufficient to satisfy the accrued taxes. If a
transfer of a Residual Interest is disregarded, the transferor would be liable
for any Federal income tax imposed upon taxable income derived by the transferee
from the REMIC. The REMIC Regulations provide no guidance as to how to determine
if a significant purpose of a transfer is to impede the assessment or collection
of tax. A similar type of limitation exists with respect to certain transfers of
residual interests by foreign persons to United States persons. See '--Tax
Treatment of Foreign Investors.'
Mark to Market Rules. Prospective purchasers of a Residual Interest
Security should be aware that a Residual Interest Security acquired after
January 3, 1995 cannot be marked-to-market.
ADMINISTRATIVE MATTERS
The REMIC's books must be maintained on a calendar year basis and the REMIC
must file an annual federal income tax return. The REMIC will also be subject to
the procedural and administrative rules of the Code applicable to partnerships,
including the determination of any adjustments to, among other things, items of
REMIC income, gain, loss, deduction, or credit, by the Internal Revenue Service
in a unified administrative proceeding.
TAX STATUS AS A GRANTOR TRUST
General. As specified in the related Prospectus Supplement if a REMIC or
partnership election is not made, in the opinion of Brown & Wood LLP, special
counsel to the Depositor, the Trust Fund relating to a Series of Securities will
be classified for federal income tax purposes as a grantor trust under Subpart
E, Part 1 of Subchapter J of the Code and not as an association taxable as a
corporation (the Securities of such Series, 'Pass-Through Securities'). In some
Series there will be no separation of the principal and interest payments on the
Loans. In such circumstances, a Holder will be considered to have purchased a
pro rata undivided interest in each of the Loans. In other cases ('Stripped
Securities'), sale of the Securities will produce a separation in the ownership
of all or a portion of the principal payments from all or a portion of the
interest payments on the Loans.
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Each Holder must report on its federal income tax return its share of the
gross income derived from the Loans (not reduced by the amount payable as fees
to the Trustee and the Servicer and similar fees (collectively, the 'Servicing
Fee')), at the same time and in the same manner as such items would have been
reported under the Holder's tax accounting method had it held its interest in
the Loans directly, received directly its share of the amounts received with
respect to the Loans, and paid directly its share of the Servicing Fees. In the
case of Pass-Through Securities other than Stripped Securities, such income will
consist of a pro rata share of all of the income derived from all of the Loans
and, in the case of Stripped Securities, such income will consist of a pro rata
share of the income derived from each stripped bond or stripped coupon in which
the Holder owns an interest. The holder of a Security will generally be entitled
to deduct such Servicing Fees under Section 162 or Section 212 of the Code to
the extent that such Servicing Fees represent 'reasonable' compensation for the
services rendered by the Trustee and the Servicer (or third parties that are
compensated for the performance of services). In the case of a noncorporate
holder, however, Servicing Fees (to the extent not otherwise disallowed, e.g.,
because they exceed reasonable compensation) will be deductible in computing
such holder's regular tax liability only to the extent that such fees, when
added to other miscellaneous itemized deductions, exceed 2% of adjusted gross
income and may not be deductible to any extent in computing such holder's
alternative minimum tax liability. In addition, for taxable years beginning
after December 31, 1990, the amount of itemized deductions otherwise allowable
for the taxable year for an individual whose adjusted gross income exceeds the
applicable amount (which amount will be adjusted for inflation in taxable years
beginning after 1990) will be reduced by the lesser of (i) 3% of the excess of
adjusted gross income over the applicable amount or (ii) 80% of the amount of
itemized deductions otherwise allowable for such taxable year.
Discount or Premium on Pass-Through Securities. The holder's purchase
price of a Pass-Through Security is to be allocated among the Loans in
proportion to their fair market values, determined as of the time of purchase of
the Securities. In the typical case, the Trustee (to the extent necessary to
fulfill its reporting obligations) will treat each Loan as having a fair market
value proportional to the share of the aggregate principal balances of all of
the Loans that it represents, since the Securities, unless otherwise specified
in the applicable Prospectus Supplement, will have a relatively uniform interest
rate and other common characteristics. To the extent that the portion of the
purchase price of a Pass-Through Security allocated to a Loan (other than to a
right to receive any accrued interest thereon and any undistributed principal
payments) is less than or greater than the portion of the principal balance of
the Loan allocable to the Security, the interest in the Loan allocable to the
Pass-Through Security will be deemed to have been acquired at a discount or
premium, respectively.
The treatment of any discount will depend on whether the discount
represents OID or market discount. In the case of a Loan with OID in excess of a
prescribed de minimis amount or a Stripped Security, a holder of a Security will
be required to report as interest income in each taxable year its share of the
amount of OID that accrues during that year in the manner described above. OID
with respect to a Loan could arise, for example, by virtue of the financing of
points by the originator of the Loan, or by virtue of the charging of points by
the originator of the Loan in an amount greater than a statutory de minimis
exception, in circumstances under which the points are not currently deductible
pursuant to applicable Code provisions. Any market discount or premium on a Loan
will be includible in income, generally in the manner described above, except
that in the case of Pass-Through Securities, market discount is calculated with
respect to the Loans underlying the Certificate, rather than with respect to the
Security. A Holder that acquires an interest in a Loan originated after July 18,
1984 with more than a de minimis amount of market discount (generally, the
excess of the principal amount of the Loan over the purchaser's allocable
purchase price) will be required to include accrued market discount in income in
the manner set forth above. See '--Taxation of Debt Securities; Market Discount'
and '--Premium' above.
In the case of market discount on a Pass-Through Security attributable to
Loans originated on or before July 18, 1984, the holder generally will be
required to allocate the portion of such discount that is allocable to a loan
among the principal payments on the Loan and to include the discount allocable
to each principal payment in ordinary income at the time such principal payment
is made. Such treatment would generally result in discount being included in
income at a slower rate than discount would be required to be included in income
using the method described in the preceding paragraph.
Stripped Securities. A Stripped Security may represent a right to receive
only a portion of the interest payments on the Loans, a right to receive only
principal payments on the Loans, or a right to receive certain payments of both
interest and principal. Certain Stripped Securities ('Ratio Strip Securities')
may represent a right to receive differing percentages of both the interest and
principal on each Loan. Pursuant to Section 1286 of
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the Code, the separation of ownership of the right to receive some or all of the
interest payments on an obligation from ownership of the right to receive some
or all of the principal payments results in the creation of 'stripped bonds'
with respect to principal payments and 'stripped coupons' with respect to
interest payments. Section 1286 of the Code applies the OID rules to stripped
bonds and stripped coupons. For purposes of computing original issue discount, a
stripped bond or a stripped coupon is treated as a debt instrument issued on the
date that such stripped interest is purchased with an issue price equal to its
purchase price or, if more than one stripped interest is purchased, the ratable
share of the purchase price allocable to such stripped interest.
Servicing fees in excess of reasonable servicing fees ('excess servicing')
will be treated under the stripped bond rules. If the excess servicing fee is
less than 100 basis points (i.e. 1% interest on the Loan principal balance) or
the Securities are initially sold with a de minimis discount (assuming no
prepayment assumption is required), any non-de minimis discount arising from a
subsequent transfer of the Securities should be treated as market discount. The
IRS appears to require that reasonable servicing fees be calculated on a Loan by
Loan basis, which could result in some Loans being treated as having more than
100 basis points of interest stripped off.
The Code, OID Regulations and judicial decisions provide no direct guidance
as to how the interest and original issue discount rules are to apply to
Stripped Securities and other Pass-Through Securities. Under the method
described above for Pay-Through Securities (the 'Cash Flow Bond Method'), a
prepayment assumption is used and periodic recalculations are made which take
into account with respect to each accrual period the effect of prepayments
during such period. However, the 1986 Act does not, absent Treasury regulations,
appear specifically to cover instruments such as the Stripped Securities which
technically represent ownership interests in the underlying Loans, rather than
being debt instruments 'secured by' those loans. For tax years beginning after
August 5, 1997, the Taxpayer Relief Act of 1997 may allow use of the Cash Flow
Bond Method with respect to the Strip Securities and other Pass-Through
Securities because it provides that such method applies to any pool of debt
instruments the yield on which may be affected by prepayments. Nevertheless, it
is believed that the Cash Flow Bond Method is a reasonable method of reporting
income for such Securities, and it is expected that OID will be reported on that
basis unless otherwise specified in the related Prospectus Supplement. In
applying the calculation to Pass-Through Securities, the Trustee will treat all
payments to be received by a holder with respect to the underlying Mortgage
Loans as payments on a single installment obligation. The Internal Revenue
Service could, however, assert that original issue discount must be calculated
separately for each Loan underlying a Security.
Under certain circumstances, if the Mortgage Loans prepay at a rate faster
than the Prepayment Assumption, the use of the Cash Flow Bond Method may
accelerate a Holder's recognition of income. If, however, the Mortgage Loans
prepay at a rate slower than the Prepayment Assumption, in some circumstances
the use of this method may decelerate a Holder's recognition of income.
In the case of a Stripped Security that is an Interest Weighted Security,
the Trustee intends, absent contrary authority, to report income to Security
holders as OID, in the manner described above for Interest Weighted Securities.
Possible Alternative Characterizations. The characterizations of the
Stripped Securities described above are not the only possible interpretations of
the applicable Code provisions. Among other possibilities, the Internal Revenue
Service could contend that (i) in certain Series, each non-Interest Weighted
Security is composed of an unstripped undivided ownership interest in Mortgage
Loans and an installment obligation consisting of stripped principal payments;
(ii) the non-Interest Weighted Securities are subject to the contingent payment
provisions of the Proposed Regulations; or (iii) each Interest Weighted Stripped
Security is composed of an unstripped undivided ownership interest in Loans and
an installment obligation consisting of stripped interest payments.
Given the variety of alternatives for treatment of the Stripped Securities
and the different federal income tax consequences that result from each
alternative, potential purchasers are urged to consult their own tax advisers
regarding the proper treatment of the Securities for federal income tax
purposes.
Character as Qualifying Loans. In the case of Stripped Securities there is
no specific legal authority existing regarding whether the character of the
Securities, for federal income tax purposes, will be the same as the Loans. The
IRS could take the position that the Loans' character is not carried over to the
Securities in such circumstances. Pass-Through Securities will be, and, although
the matter is not free from doubt, Stripped Securities should be considered to
represent 'real estate assets' within the meaning of Section 856(c)(6)(B) of the
Code, and 'loans secured by an interest in real property' within the meaning of
Section 7701(a)(19)(C)(v) of
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the Code; and interest income attributable to the Securities should be
considered to represent 'interest on obligations secured by mortgages on real
property or on interests in real property' with the meaning of Section
856(c)(3)(B) of the Code. Reserves or funds underlying the Securities may cause
a proportionate reduction in the above-described qualifying status categories of
Securities.
SALE OR EXCHANGE
Subject to the discussion below with respect to Trust Funds as to which a
partnership election is made, a Holder's tax basis in its Security is the price
such holder pays for a Security, plus amounts of original issue or market
discount included in income and reduced by any payments received (other than
qualified stated interest payments) and any amortized premium. Gain or loss
recognized on a sale, exchange, or redemption of a Security, measured by the
difference between the amount realized and the Security's basis as so adjusted,
will generally be capital gain or loss, assuming that the Security is held as a
capital asset. In the case of a Security held by a bank, thrift, or similar
institution described in Section 582 of the Code, however, gain or loss realized
on the sale or exchange of a Regular Interest Security will be taxable as
ordinary income or loss. In addition, gain from the disposition of a Regular
Interest Security that might otherwise be capital gain will be treated as
ordinary income to the extent of the excess, if any, of (i) the amount that
would have been includible in the holder's income if the yield on such Regular
Interest Security had equaled 110% of the applicable federal rate as of the
beginning of such holder's holding period, over the amount of ordinary income
actually recognized by the holder with respect to such Regular Interest
Security. The maximum tax rate on ordinary income for individual taxpayers is
39.6% and the maximum tax rate on long-term capital gains for such taxpayers is
28%. The maximum tax rate on both ordinary income and long-term capital gains of
corporate taxpayers is 35%. The Taxpayer Relief Act of 1997 reduces the maximum
rates on long-term capital gains recognized on capital assets held by individual
taxpayers for more than eighteen months as of the date of disposition (and would
further reduce the maximum rates on such gains in the year 2001 and thereafter
for certain individual taxpayers who meet specified conditions). Prospective
investors should consult their own tax advisors concerning these tax law
changes.
MISCELLANEOUS TAX ASPECTS
Backup Withholding. Subject to the discussion below with respect to Trust
Funds as to which a partnership election is made, a Holder, other than a holder
of a REMIC Residual Security, may, under certain circumstances, be subject to
'backup withholding' at a rate of 31% with respect to distributions or the
proceeds of a sale of certificates to or through brokers that represent interest
or original issue discount on the Securities. This withholding generally applies
if the holder of a Security (i) fails to furnish the Trustee with its taxpayer
identification number ('TIN'); (ii) furnishes the Trustee an incorrect TIN;
(iii) fails to report properly interest, dividends or other 'reportable
payments' as defined in the Code; or (iv) under certain circumstances, fails to
provide the Trustee or such holder's securities broker with a certified
statement, signed under penalty of perjury, that the TIN provided is its correct
number and that the holder is not subject to backup withholding. Backup
withholding will not apply, however, with respect to certain payments made to
Holders, including payments to certain exempt recipients (such as exempt
organizations) and to certain Nonresidents (as defined below). Holders should
consult their tax advisers as to their qualification for exemption from backup
withholding and the procedure for obtaining the exemption.
The Trustee will report to the Holders and to the Servicer for each
calendar year the amount of any 'reportable payments' during such year and the
amount of tax withheld, if any, with respect to payments on the Securities.
TAX TREATMENT OF FOREIGN INVESTORS
Subject to the discussion below with respect to Trust Funds as to which a
partnership election is made, under the Code, unless interest (including OID)
paid on a Security (other than a Residual Interest Security) is considered to be
'effectively connected' with a trade or business conducted in the United States
by a nonresident alien individual, foreign partnership or foreign corporation
('Nonresidents'), such interest will normally qualify as portfolio interest
(except where (i) the recipient is a holder, directly or by attribution, of 10%
or more of the capital or profits interest in the issuer, or (ii) the recipient
is a controlled foreign corporation to which the issuer is a related person) and
will be exempt from federal income tax. Upon receipt of appropriate ownership
statements, the issuer normally will be relieved of obligations to withhold tax
from such interest payments. These provisions supersede the generally applicable
provisions of United States law that would otherwise require the issuer to
withhold at a 30% rate (unless such rate were reduced or eliminated by an
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applicable tax treaty) on, among other things, interest and other fixed or
determinable, annual or periodic income paid to Nonresidents. Holders of
Pass-Through Securities and Stripped Securities, including Ratio Strip
Securities, however, may be subject to withholding to the extent that the Loans
were originated on or before July 18, 1984.
Interest and OID of Holders who are foreign persons are not subject to
withholding if they are effectively connected with a United States business
conducted by the Holder. They will, however, generally be subject to the regular
United States income tax.
Payments to holders of Residual Interest Securities who are foreign persons
will generally be treated as interest for purposes of the 30% (or lower treaty
rate) United States withholding tax. Holders should assume that such income does
not qualify for exemption from United States withholding tax as 'portfolio
interest.' It is clear that, to the extent that a payment represents a portion
of REMIC taxable income that constitutes excess inclusion income, a holder of a
Residual Interest Security will not be entitled to an exemption from or
reduction of the 30% (or lower treaty rate) withholding tax rule. If the
payments are subject to United States withholding tax, they generally will be
taken into account for withholding tax purposes only when paid or distributed
(or when the Residual Interest Security is disposed of). The Treasury has
statutory authority, however, to promulgate regulations which would require such
amounts to be taken into account at an earlier time in order to prevent the
avoidance of tax. Such regulations could, for example, require withholding prior
to the distribution of cash in the case of Residual Interest Securities that do
not have significant value. Under the REMIC Regulations, if a Residual Interest
Security has tax avoidance potential, a transfer of a Residual Interest Security
to a Nonresident will be disregarded for all Federal tax purposes. A Residual
Interest Security has tax avoidance potential unless, at the time of the
transfer the transferor reasonably expects that the REMIC will distribute to the
transferee residual interest holder amounts that will equal at least 30% of each
excess inclusion, and that such amounts will be distributed at or after the time
at which the excess inclusions accrue and not later than the calendar year
following the calendar year of accrual. If a Nonresident transfers a Residual
Interest Security to a United States person, and if the transfer has the effect
of allowing the transferor to avoid tax on accrued excess inclusions, then the
transfer is disregarded and the transferor continues to be treated as the owner
of the Residual Interest Security for purposes of the withholding tax provisions
of the Code. See '--Excess Inclusions.'
TAX CHARACTERIZATION OF THE TRUST AS A PARTNERSHIP
Brown & Wood LLP, special counsel to the Depositor, will deliver its
opinion that a Trust Fund for which a partnership election is made will not be
an association (or publicly traded partnership) taxable as a corporation for
federal income tax purposes. This opinion will be based on the assumption that
the terms of the Trust Agreement and related documents will be complied with,
and on counsel's conclusions that the nature of the income of the Trust Fund
will exempt it from the rule that certain publicly traded partnerships are
taxable as corporations or the issuance of the Certificates has been structured
as a private placement under an IRS safe harbor, so that the Trust Fund will not
be characterized as a publicly traded partnership taxable as a corporation.
TAX CONSEQUENCES TO HOLDERS OF THE NOTES
Treatment of the Notes as Indebtedness. The Trust Fund will agree, and the
Noteholders will agree by their purchase of Notes, to treat the Notes as debt
for federal income tax purposes. Special counsel to the Depositor will, except
as otherwise provided in the related Prospectus Supplement, advise the Depositor
that the Notes will be classified as debt for federal income tax purposes. The
discussion below assumes this characterization of the Notes is correct.
OID, Indexed Securities, etc. The discussion below assumes that all
payments on the Notes are denominated in U.S. dollars, and that the Notes are
not Indexed Securities or Strip Notes. Moreover, the discussion assumes that the
interest formula for the Notes meets the requirements for 'qualified stated
interest' under the OID regulations, and that any OID on the Notes (i.e., any
excess of the principal amount of the Notes over their issue price) does not
exceed a de minimis amount (i.e., 1/4% of their principal amount multiplied by
the number of full years included in their term), all within the meaning of the
OID regulations. If these conditions are not satisfied with respect to any given
series of Notes, additional tax considerations with respect to such Notes will
be disclosed in the applicable Prospectus Supplement.
Interest Income on the Notes. Based on the above assumptions, except as
discussed in the following paragraph, the Notes will not be considered issued
with OID. The stated interest thereon will be taxable to a Noteholder as
ordinary interest income when received or accrued in accordance with such
Noteholder's method of tax accounting. Under the OID regulations, a holder of a
Note issued with a de minimis amount of OID must
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include such OID in income, on a pro rata basis, as principal payments are made
on the Note. It is believed that any prepayment premium paid as a result of a
mandatory redemption will be taxable as contingent interest when it becomes
fixed and unconditionally payable. A purchaser who buys a Note for more or less
than its principal amount will generally be subject, respectively, to the
premium amortization or market discount rules of the Code.
A holder of a Note that has a fixed maturity date of not more than one year
from the issue date of such Note (a 'Short-Term Note') may be subject to special
rules. An accrual basis holder of a Short-Term Note (and certain cash method
holders, including regulated investment companies, as set forth in Section 1281
of the Code) generally would be required to report interest income as interest
accrues on a straight-line basis over the term of each interest period. Other
cash basis holders of a Short-Term Note would, in general, be required to report
interest income as interest is paid (or, if earlier, upon the taxable
disposition of the Short-Term Note). However, a cash basis holder of a
Short-Term Note reporting interest income as it is paid may be required to defer
a portion of any interest expense otherwise deductible on indebtedness incurred
to purchase or carry the Short-Term Note until the taxable disposition of the
Short-Term Note. A cash basis taxpayer may elect under Section 1281 of the Code
to accrue interest income on all nongovernment debt obligations with a term of
one year or less, in which case the taxpayer would include interest on the
Short-Term Note in income as it accrues, but would not be subject to the
interest expense deferral rule referred to in the preceding sentence. Certain
special rules apply if a Short-Term Note is purchased for more or less than its
principal amount.
Sale or Other Disposition. If a Noteholder sells a Note, the holder will
recognize gain or loss in an amount equal to the difference between the amount
realized on the sale and the holder's adjusted tax basis in the Note. The
adjusted tax basis of a Note to a particular Noteholder will equal the holder's
cost for the Note, increased by any market discount, acquisition discount, OID
and gain previously included by such Noteholder in income with respect to the
Note and decreased by the amount of bond premium (if any) previously amortized
and by the amount of principal payments previously received by such Noteholder
with respect to such Note. Any such gain or loss will be capital gain or loss if
the Note was held as a capital asset, except for gain representing accrued
interest and accrued market discount not previously included in income. Capital
losses generally may be used only to offset capital gains.
Foreign Holders. Interest payments made (or accrued) to a Noteholder who
is a nonresident alien, foreign corporation or other non-United States person (a
'foreign person') generally will be considered 'portfolio interest', and
generally will not be subject to United States federal income tax and
withholding tax, if the interest is not effectively connected with the conduct
of a trade or business within the United States by the foreign person and the
foreign person (i) is not actually or constructively a '10 percent shareholder'
of the Trust or the Seller (including a holder of 10% of the outstanding
Certificates) or a 'controlled foreign corporation' with respect to which the
Trust or the Seller is a 'related person' within the meaning of the Code and
(ii) provides the Owner Trustee or other person who is otherwise required to
withhold U.S. tax with respect to the Notes with an appropriate statement (on
Form W-8 or a similar form), signed under penalties of perjury, certifying that
the beneficial owner of the Note is a foreign person and providing the foreign
person's name and address. If a Note is held through a securities clearing
organization or certain other financial institutions, the organization or
institution may provide the relevant signed statement to the withholding agent;
in that case, however, the signed statement must be accompanied by a Form W-8 or
substitute form provided by the foreign person that owns the Note. If such
interest is not portfolio interest, then it will be subject to United States
federal income and withholding tax at a rate of 30 percent, unless reduced or
eliminated pursuant to an applicable tax treaty.
Any capital gain realized on the sale, redemption, retirement or other
taxable disposition of a Note by a foreign person will be exempt from United
States federal income and withholding tax, provided that (i) such gain is not
effectively connected with the conduct of a trade or business in the United
States by the foreign person and (ii) in the case of an individual foreign
person, the foreign person is not present in the United States for 183 days or
more in the taxable year.
Backup Withholding. Each holder of a Note (other than an exempt holder
such as a corporation, tax-exempt organization, qualified pension and
profit-sharing trust, individual retirement account or nonresident alien who
provides certification as to status as a nonresident) will be required to
provide, under penalties of perjury, a certificate containing the holder's name,
address, correct federal taxpayer identification number and a statement that the
holder is not subject to backup withholding. Should a nonexempt Noteholder fail
to provide the required certification, the Trust Fund will be required to
withhold 31 percent of the amount otherwise payable to the holder, and remit the
withheld amount to the IRS as a credit against the holder's federal income tax
liability.
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Possible Alternative Treatments of the Notes. If, contrary to the opinion
of special counsel to the Company, the IRS successfully asserted that one or
more of the Notes did not represent debt for federal income tax purposes, the
Notes might be treated as equity interests in the Trust Fund. If so treated, the
Trust Fund would likely be treated as a publicly traded partnership that would
not be taxable as a corporation because it would meet certain qualifying income
tests. Nonetheless, treatment of the Notes as equity interests in such a
publicly traded partnership could have adverse tax consequences to certain
holders. For example, income to certain tax-exempt entities (including pension
funds) would be 'unrelated business taxable income', income to foreign holders
generally would be subject to U.S. tax and U.S. tax return filing and
withholding requirements, and individual holders might be subject to certain
limitations on their ability to deduct their share of the Trust Fund's expenses.
TAX CONSEQUENCES TO HOLDERS OF THE CERTIFICATES
Treatment of the Trust Fund as a Partnership. The Trust Fund and the
Servicer will agree, and the Certificateholders will agree by their purchase of
Certificates, to treat the Trust Fund as a partnership for purposes of federal
and state income tax, franchise tax and any other tax measured in whole or in
part by income, with the assets of the partnership being the assets held by the
Trust Fund, the partners of the partnership being the Certificateholders, and
the Notes being debt of the partnership. However, the proper characterization of
the arrangement involving the Trust Fund, the Certificates, the Notes, the Trust
Fund and the Servicer is not clear because there is no authority on transactions
closely comparable to that contemplated herein.
A variety of alternative characterizations are possible. For example,
because the Certificates have certain features characteristic of debt, the
Certificates might be considered debt of the Trust Fund. Any such
characterization would not result in materially adverse tax consequences to
Certificateholders as compared to the consequences from treatment of the
Certificates as equity in a partnership, described below. The following
discussion assumes that the Certificates represent equity interests in a
partnership.
Indexed Securities, etc. The following discussion assumes that all
payments on the Certificates are denominated in U.S. dollars, none of the
Certificates are Indexed Securities or Strip Certificates, and that a Series of
Securities includes a single class of Certificates. If these conditions are not
satisfied with respect to any given Series of Certificates, additional tax
considerations with respect to such Certificates will be disclosed in the
applicable Prospectus Supplement.
Partnership Taxation. As a partnership, the Trust Fund will not be subject
to federal income tax. Rather, each Certificateholder will be required to
separately take into account such holder's allocated share of income, gains,
losses, deductions and credits of the Trust Fund. The Trust Fund's income will
consist primarily of interest and finance charges earned on the Loans (including
appropriate adjustments for market discount, OID and bond premium) and any gain
upon collection or disposition of Loans. The Trust Fund's deductions will
consist primarily of interest accruing with respect to the Notes, servicing and
other fees, and losses or deductions upon collection or disposition of Loans.
The tax items of a partnership are allocable to the partners in accordance
with the Code, Treasury regulations and the partnership agreement (here, the
Trust Agreement and related documents). The Trust Agreement will provide, in
general, that the Certificateholders will be allocated taxable income of the
Trust Fund for each month equal to the sum of (i) the interest that accrues on
the Certificates in accordance with their terms for such month, including
interest accruing at the Pass Through Rate for such month and interest on
amounts previously due on the Certificates but not yet distributed; (ii) any
Trust Fund income attributable to discount on the Loans that corresponds to any
excess of the principal amount of the Certificates over their initial issue
price; (iii) prepayment premium payable to the Certificateholders for such
month; and (iv) any other amounts of income payable to the Certificateholders
for such month. Such allocation will be reduced by any amortization by the Trust
Fund of premium on Loans that corresponds to any excess of the issue price of
Certificates over their principal amount. All remaining taxable income of the
Trust Fund will be allocated to the Company. Based on the economic arrangement
of the parties, this approach for allocating Trust Fund income should be
permissible under applicable Treasury regulations, although no assurance can be
given that the IRS would not require a greater amount of income to be allocated
to Certificateholders. Moreover, even under the foregoing method of allocation,
Certificateholders may be allocated income equal to the entire Pass Through Rate
plus the other items described above even though the Trust Fund might not have
sufficient cash to make current cash distributions of such amount. Thus, cash
basis holders will in effect be required to report income from the Certificates
on the accrual basis and Certificateholders may become liable for taxes on Trust
Fund income even if they have not received cash from the Trust Fund to pay such
taxes. In addition, because tax allocations and tax reporting will be done on a
uniform basis for all Certificateholders but Certificateholders may be
purchasing Certificates at
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different times and at different prices, Certificateholders may be required to
report on their tax returns taxable income that is greater or less than the
amount reported to them by the Trust Fund.
All of the taxable income allocated to a Certificateholder that is a
pension, profit sharing or employee benefit plan or other tax-exempt entity
(including an individual retirement account) will constitute 'unrelated business
taxable income' generally taxable to such a holder under the Code.
An individual taxpayer's share of expenses of the Trust Fund (including
fees to the Servicer but not interest expense) would be miscellaneous itemized
deductions. Such deductions might be disallowed to the individual in whole or in
part and might result in such holder being taxed on an amount of income that
exceeds the amount of cash actually distributed to such holder over the life of
the Trust Fund.
The Trust Fund intends to make all tax calculations relating to income and
allocations to Certificateholders on an aggregate basis. If the IRS were to
require that such calculations be made separately for each Loan, the Trust Fund
might be required to incur additional expense but it is believed that there
would not be a material adverse effect on Certificateholders.
Discount and Premium. It is believed that the Loans were not issued with
OID, and, therefore, the Trust should not have OID income. However, the purchase
price paid by the Trust Fund for the Loans may be greater or less than the
remaining principal balance of the Loans at the time of purchase. If so, the
Loan will have been acquired at a premium or discount, as the case may be. (As
indicated above, the Trust Fund will make this calculation on an aggregate
basis, but might be required to recompute it on a Loan by Loan basis.)
If the Trust Fund acquires the Loans at a market discount or premium, the
Trust Fund will elect to include any such discount in income currently as it
accrues over the life of the Loans or to offset any such premium against
interest income on the Loans. As indicated above, a portion of such market
discount income or premium deduction may be allocated to Certificateholders.
Section 708 Termination. Pursuant to final Treasury regulations issued May
9, 1997 under section 708 of the Code a sale or exchange of 50 percent or more
of the capital and profits in the Trust Fund within a 12-month period would
cause a deemed contribution of assets of the Trust Fund (the 'old partnership')
to a new partnership (the 'new partnership') in exchange for interests in the
new partnership. Such interests would be deemed distributed to the partners of
the old partnership in liquidation thereof, which would not constitute a sale or
exchange.
Disposition of Certificates. Generally, capital gain or loss will be
recognized on a sale of Certificates in an amount equal to the difference
between the amount realized and the seller's tax basis in the Certificates sold.
A Certificateholder's tax basis in a Certificate will generally equal the
holder's cost increased by the holder's share of Trust Fund income (includible
in income) and decreased by any distributions received with respect to such
Certificate. In addition, both the tax basis in the Certificates and the amount
realized on a sale of a Certificate would include the holder's share of the
Notes and other liabilities of the Trust Fund. A holder acquiring Certificates
at different prices may be required to maintain a single aggregate adjusted tax
basis in such Certificates, and, upon sale or other disposition of some of the
Certificates, allocate a portion of such aggregate tax basis to the Certificates
sold (rather than maintaining a separate tax basis in each Certificate for
purposes of computing gain or loss on a sale of that Certificate).
Any gain on the sale of a Certificate attributable to the holder's share of
unrecognized accrued market discount on the Receivables would generally be
treated as ordinary income to the holder and would give rise to special tax
reporting requirements. The Trust Fund does not expect to have any other assets
that would give rise to such special reporting requirements. Thus, to avoid
those special reporting requirements, the Trust Fund will elect to include
market discount in income as it accrues.
If a Certificateholder is required to recognize an aggregate amount of
income (not including income attributable to disallowed itemized deductions
described above) over the life of the Certificates that exceeds the aggregate
cash distributions with respect thereto, such excess will generally give rise to
a capital loss upon the retirement of the Certificates.
Allocations Between Transferors and Transferees. In general, the Trust
Fund's taxable income and losses will be determined monthly and the tax items
for a particular calendar month will be apportioned among the Certificateholders
in proportion to the principal amount of Certificates owned by them as of the
close of the last day of such month. As a result, a holder purchasing
Certificates may be allocated tax items (which will affect its tax liability and
tax basis) attributable to periods before the actual transaction.
The use of such a monthly convention may not be permitted by existing
regulations. If a monthly convention is not allowed (or only applies to
transfers of less than all of the partner's interest), taxable income or losses
of
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the Trust Fund might be reallocated among the Certificateholders. The Trust
Fund's method of allocation between transferors and transferees may be revised
to conform to a method permitted by future regulations.
Section 754 Election. In the event that a Certificateholder sells its
Certificates at a profit (loss), the purchasing Certificateholder will have a
higher (lower) basis in the Certificates than the selling Certificateholder had.
The tax basis of the Trust Fund's assets will not be adjusted to reflect that
higher (or lower) basis unless the Trust Fund were to file an election under
Section 754 of the Code. In order to avoid the administrative complexities that
would be involved in keeping accurate accounting records, as well as potentially
onerous information reporting requirements, the Trust Fund will not make such
election. As a result, Certificateholders might be allocated a greater or lesser
amount of Trust Fund income than would be appropriate based on their own
purchase price for Certificates.
Administrative Matters. The Owner Trustee is required to keep or have kept
complete and accurate books of the Trust Fund. Such books will be maintained for
financial reporting and tax purposes on an accrual basis and the fiscal year of
the Trust will be the calendar year. The Trustee will file a partnership
information return (IRS Form 1065) with the IRS for each taxable year of the
Trust Fund and will report each Certificateholder's allocable share of items of
Trust Fund income and expense to holders and the IRS on Schedule K-1. The Trust
Fund will provide the Schedule K-1 information to nominees that fail to provide
the Trust Fund with the information statement described below and such nominees
will be required to forward such information to the beneficial owners of the
Certificates. Generally, holders must file tax returns that are consistent with
the information return filed by the Trust Fund or be subject to penalties unless
the holder notifies the IRS of all such inconsistencies.
Under Section 6031 of the Code, any person that holds Certificates as a
nominee at any time during a calendar year is required to furnish the Trust Fund
with a statement containing certain information on the nominee, the beneficial
owners and the Certificates so held. Such information includes (i) the name,
address and taxpayer identification number of the nominee and (ii) as to each
beneficial owner (x) the name, address and identification number of such person,
(y) whether such person is a United States person, a tax-exempt entity or a
foreign government, an international organization, or any wholly owned agency or
instrumentality of either of the foregoing, and (z) certain information on
Certificates that were held, bought or sold on behalf of such person throughout
the year. In addition, brokers and financial institutions that hold Certificates
through a nominee are required to furnish directly to the Trust Fund information
as to themselves and their ownership of Certificates. A clearing agency
registered under Section 17A of the Exchange Act is not required to furnish any
such information statement to the Trust Fund. The information referred to above
for any calendar year must be furnished to the Trust Fund on or before the
following January 31. Nominees, brokers and financial institutions that fail to
provide the Trust Fund with the information described above may be subject to
penalties.
The Company will be designated as the tax matters partner in the related
Trust Agreement and, as such, will be responsible for representing the
Certificateholders in any dispute with the IRS. The Code provides for
administrative examination of a partnership as if the partnership were a
separate and distinct taxpayer. Generally, the statute of limitations for
partnership items does not expire before three years after the date on which the
partnership information return is filed. Any adverse determination following an
audit of the return of the Trust Fund by the appropriate taxing authorities
could result in an adjustment of the returns of the Certificateholders, and,
under certain circumstances, a Certificateholder may be precluded from
separately litigating a proposed adjustment to the items of the Trust Fund. An
adjustment could also result in an audit of a Certificateholder's returns and
adjustments of items not related to the income and losses of the Trust Fund.
Tax Consequences to Foreign Certificateholders. It is not clear whether
the Trust Fund would be considered to be engaged in a trade or business in the
United States for purposes of federal withholding taxes with respect to non-U.S.
persons because there is no clear authority dealing with that issue under facts
substantially similar to those described herein. Although it is not expected
that the Trust Fund would be engaged in a trade or business in the United States
for such purposes, the Trust Fund will withhold as if it were so engaged in
order to protect the Trust Fund from possible adverse consequences of a failure
to withhold. The Trust Fund expects to withhold on the portion of its taxable
income that is allocable to foreign Certificateholders pursuant to Section 1446
of the Code, as if such income were effectively connected to a U.S. trade or
business, at a rate of 35% for foreign holders that are taxable as corporations
and 39.6% for all other foreign holders. Subsequent adoption of Treasury
regulations or the issuance of other administrative pronouncements may require
the Trust to change its withholding procedures. In determining a holder's
withholding status, the Trust Fund may rely on IRS Form W-8, IRS Form W-9 or the
holder's certification of nonforeign status signed under penalties of perjury.
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Each foreign holder might be required to file a U.S. individual or
corporate income tax return (including, in the case of a corporation, the branch
profits tax) on its share of the Trust Fund's income. Each foreign holder must
obtain a taxpayer identification number from the IRS and submit that number to
the Trust on Form W-8 in order to assure appropriate crediting of the taxes
withheld. A foreign holder generally would be entitled to file with the IRS a
claim for refund with respect to taxes withheld by the Trust Fund taking the
position that no taxes were due because the Trust Fund was not engaged in a U.S.
trade or business. However, interest payments made (or accrued) to a
Certificateholder who is a foreign person generally will be considered
guaranteed payments to the extent such payments are determined without regard to
the income of the Trust Fund. If these interest payments are properly
characterized as guaranteed payments, then the interest will not be considered
'portfolio interest.' As a result, Certificateholders will be subject to United
States federal income tax and withholding tax at a rate of 30 percent, unless
reduced or eliminated pursuant to an applicable treaty. In such case, a foreign
holder would only be entitled to claim a refund for that portion of the taxes in
excess of the taxes that should be withheld with respect to the guaranteed
payments.
Backup Withholding. Distributions made on the Certificates and proceeds
from the sale of the Certificates will be subject to a 'backup' withholding tax
of 31% if, in general, the Certificateholder fails to comply with certain
identification procedures, unless the holder is an exempt recipient under
applicable provisions of the Code.
STATE TAX CONSIDERATIONS
In addition to the federal income tax consequences described in 'Certain
Federal Income Tax Considerations,' potential investors should consider the
state and local income tax consequences of the acquisition, ownership, and
disposition of the Securities. State and local income tax law may differ
substantially from the corresponding federal law, and this discussion does not
purport to describe any aspect of the income tax laws of any state or locality.
Therefore, potential investors should consult their own tax advisors with
respect to the various state and local tax consequences of an investment in the
Securities.
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ERISA CONSIDERATIONS
The Employee Retirement Income Security Act of 1974, as amended ('ERISA')
and the Code impose certain restrictions on employee benefit plans subject to
ERISA and on plans and other arrangements subject to Section 4975 of the Code
('Plans'), and on persons who are parties in interest or disqualified persons
('parties in interest') with respect to such Plans. Certain employee benefit
plans, such as governmental plans and church plans (if no election has been made
under Section 410(d) of the Code), are not subject to the restrictions of ERISA,
and assets of such plans may be invested in the Securities without regard to the
ERISA considerations described below, subject to other applicable federal and
state law. However, any such governmental or church plan which is qualified
under Section 401(a) of the Code and exempt from taxation under Section 501(a)
of the Code is subject to the prohibited transaction rules set forth in Section
503 of the Code.
Investments by Plans are subject to ERISA's general fiduciary requirements,
including the requirement of investment prudence and diversification and the
requirement that a Plan's investments be made in accordance with the documents
governing the Plan.
Section 406 of ERISA prohibits parties in interest with respect to a Plan
from engaging in certain transactions ('prohibited transactions') involving a
Plan and its assets unless a statutory or administrative exemption applies to
the transaction. Section 4975 of the Code imposes certain excise taxes (or, in
some cases, a civil penalty may be assessed pursuant to Section 502(i) of ERISA)
on parties in interest which engage in non-exempt prohibited transactions.
The United States Department of Labor ('DOL') has issued a final regulation
(29 C.F.R. Section 2510.3-101) containing rules for determining what constitutes
the assets of a Plan. This regulation provides that, as a general rule, the
underlying assets and properties of corporations, partnerships, trusts and
certain other entities in which a Plan makes an investment in an 'equity
interest' will be deemed for purposes of ERISA to be assets of the Plan unless
certain exceptions apply.
Under the terms of the regulation, the Trust Fund may be deemed to hold
plan assets by reason of a Plan's investment in a Security; such plan assets
would include an undivided interest in the Primary Assets and any other assets
held by the Trust Fund. In such an event, persons providing services with
respect to the assets of the Trust Fund, may be parties in interest, subject to
the fiduciary responsibility provisions of Title I of ERISA, including the
prohibited transaction provisions of Section 406 of ERISA (and of Section 4975
of the Code), with respect to transactions involving such assets unless such
transactions are subject to a statutory or administrative exemption.
One such exception applies if the interest described is treated as
indebtedness under applicable local law and which has no substantial equity
features. Generally, a profits interest in a partnership, an undivided ownership
interest in property and a beneficial ownership interest in a trust are deemed
to be 'equity interests' under the final regulation. If Notes of a particular
Series were deemed to be indebtedness under applicable local law without any
substantial equity features, an investing Plan's assets would include such
Notes, but not, by reason of such purchase, the underlying assets of the Trust
Fund.
Another such exception applies if the class of equity interests in question
is: (i) 'widely held' (held by 100 or more investors who are independent of the
Depositor and each other); (ii) freely transferable; and (iii) sold as part of
an offering pursuant to (A) an effective registration statement under the
Securities Act of 1933, and then subsequently registered under the Securities
Exchange Act of 1934 or (B) an effective registration statement under Section
12(b) or 12(g) of the Securities Exchange Act of 1934 ('Publicly Offered
Securities'). In addition, the regulation provides that if at all times more
than 75% of the value of all classes of equity interests in the Depositor or the
Trust Fund are held by investors other than benefit plan investors (which is
defined as including plans subject to ERISA, government plans and individual
retirement accounts), the investing Plan's assets will not include any of the
underlying assets of the Depositor or the Trust Fund.
An additional exemption may also be available. On February 22, 1991, the
DOL granted to Lehman Brothers an administrative exemption, Prohibited
Transaction Exemption 91-14 (Application No. D-7958, 56 Fed. Reg. 75414) (the
'Exemption'), from certain of the prohibited transaction rules of ERISA with
respect to the initial purchase, the holding and the subsequent resale by Plans
of securities representing interests in asset-backed pass-through trusts that
consist of certain receivables, loans and other obligations that meet the
conditions
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and requirements of the Exemption. These securities should include the
Certificates, and depending upon the particular characteristics of a Series, may
include the Notes. The obligations covered by the Exemption include obligations
such as the Primary Assets (other than Private Securities which are not insured
or guaranteed by the United States or an agency or instrumentality thereof, or
Home Improvement Contracts that are unsecured). The Exemption will apply to the
acquisition, holding and resale of the Securities by a Plan, provided that
certain conditions (certain of which are described below) are met.
Among the conditions which must be satisfied for the Exemption to apply are
the following:
(i) The acquisition of the Securities by a Plan is on terms (including
the price for the Securities) that are at least as favorable to the Plan as
they would be in an arm's-length transaction with an unrelated party;
(ii) The rights and interests evidenced by the Securities acquired by
the Plan are not subordinated to the rights and interests evidenced by
other securities of the trust;
(iii) The Securities acquired by the Plan have received a rating at
the time of such acquisition that is in one of the three highest generic
rating categories from either Standard & Poor's Ratings Group ('Standard &
Poor's'), Moody's Investors Service, Inc. ('Moody's'), Duff & Phelps Inc.
('D&P') or Fitch Investors Service, Inc. ('Fitch');
(iv) The sum of all payments made to the underwriter in connection
with the distribution of the Securities represents not more than reasonable
compensation for underwriting the Securities. The sum of all payments made
to and retained by the seller pursuant to the sale of the obligations to
the trust represents not more than the fair market value of such
obligations. The sum of all payments made to and retained by the servicer
represents not more than reasonable compensation for the servicer's
services under the related servicing agreement and reimbursement of the
servicer's reasonable expenses in connection therewith;
(v) The Trustee must not be an affiliate of any other member of the
Restricted Group (as defined below); and
(vi) The Plan investing in the Securities is an 'accredited investor'
as defined in Rule 501(a)(1) of Regulation D of the Securities and Exchange
Commission under the Securities Act of 1933.
The trust also must meet the following requirements:
(i) the corpus of the trust must consist solely of assets of the type
which have been included in other investment pools;
(ii) securities in such other investment pools must have been rated in
one of the three highest rating categories of Standard & Poor's, Moody's,
D&P or Fitch for at least one year prior to the Plan's acquisition of
securities; and
(iii) securities evidencing interests in such other investment pools
must have been purchased by investors other than Plans for at least one
year prior to any Plan's acquisition of Securities.
Moreover, the Exemption provides relief from certain self-dealing/conflict
of interest prohibited transactions that may occur when the Plan fiduciary
causes a Plan to acquire securities in a trust in which the fiduciary (or its
affiliate) is an obligor on the receivables held in the trust provided that,
among other requirements: (i) in the case of an acquisition in connection with
the initial issuance of Securities, at least fifty (50) percent of each Class of
Securities in which Plans have invested is acquired by persons independent of
the Restricted Group and at least fifty (50) percent of the aggregate interest
in the trust is acquired by persons independent of the Restricted Group; (ii)
such fiduciary (or its affiliate) is an obligor with respect to five (5) percent
or less of the fair market value of the obligations contained in the trust;
(iii) the Plan's investment in Securities does not exceed twenty-five (25)
percent of all of the Securities outstanding after the acquisition; and (iv) no
more than twenty-five (25) percent of the assets of the Plan are invested in
securities representing an interest in one or more trusts containing assets sold
or serviced by the same entity. The Exemption does not apply to Plans sponsored
by the Company, the underwriters of the Securities, the Trustee, the Servicer,
any obligor with respect to obligations included in a Trust Fund constituting
more than five (5) percent of the aggregate unamortized principal balance of the
assets in a Trust Fund, or any affiliate of such parties (the 'Restricted
Group').
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Prospective Plan investors should consult with their legal advisors
concerning the impact of ERISA and the Code, the potential application of the
Exemption to the purchase and holding of the Securities and the potential
consequences to their specific circumstances, prior to making an investment in
the Securities. Moreover, each Plan fiduciary should determine whether under the
general fiduciary standards of investment procedure and diversification an
investment in the Securities is appropriate for the Plan, taking into account
the overall investment policy of the Plan and the composition of the Plan's
investment portfolio.
LEGAL INVESTMENT
Unless otherwise specified in the related Prospectus Supplement, the
Securities will not constitute 'mortgage-related securities' within the meaning
of SMMEA. Accordingly, investors whose investment authority is subject to legal
restrictions should consult their own legal advisors to determine whether and to
what extent the Securities constitute legal investments for them.
PLAN OF DISTRIBUTION
The Depositor may offer each Series of Securities through Lehman Brothers
Inc. ('Lehman Brothers') or one or more other firms that may be designated at
the time of each offering of such Securities. The participation of Lehman
Brothers in any offering will comply with Schedule E to the By-Laws of the
National Association of Securities Dealers, Inc. The Prospectus Supplement
relating to each Series of Securities will set forth the specific terms of the
offering of such Series of Securities and of each Class within such Series, the
names of the underwriters, the purchase price of the Securities, the proceeds to
the Depositor from such sale, any securities exchange on which the Securities
may be listed, and, if applicable, the initial public offering prices, the
discounts and commissions to the underwriters and any discounts and concessions
allowed or reallowed to certain dealers. The place and time of delivery of each
Series of Securities will also be set forth in the Prospectus Supplement
relating to such Series. Lehman Brothers is an affiliate of the Depositor.
LEGAL MATTERS
Unless otherwise specified in the related Prospectus Supplement, certain
legal matters in connection with the Securities will be passed upon for the
Depositor by Brown & Wood LLP, New York, New York.
ADDITIONAL INFORMATION
Copies of the Registration Statement of which this Prospectus forms a part
and the exhibits thereto are on file at the offices of the Securities and
Exchange Commission in Washington, D.C. Copies may be obtained at rates
prescribed by the Commission upon request to the Commission, and may be
inspected, without charge, at the offices of the Commission, 450 Fifth Street,
N.W., Washington, D.C. See 'Available Information.'
GLOSSARY OF TERMS
The following are abbreviated definitions of certain capitalized terms used
in this Prospectus. Unless otherwise provided in a 'Supplemental Glossary' in
the Prospectus Supplement for a Series, such definitions shall apply to
capitalized terms used in such Prospectus Supplement. The definitions may vary
from those in the related Agreement for a Series and the related Agreement for a
Series generally provides a more complete definition of certain of the terms.
Reference should be made to the related Agreement for a Series for a more
compete definition of such terms.
'Accrual Termination Date' means, with respect to a Class of Compound
Interest Securities, the Distribution Date specified in the related Prospectus
Supplement.
'Advance' means cash advanced by the Servicer in respect of delinquent
payments of principal of and interest on a Loan, and for any other purposes
specified in the related Prospectus Supplement.
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'Agreement' means, with respect to a Series of Certificates, the Pooling
and Servicing Agreement or Trust Agreement, and, with respect to a Series of
Notes, the Indenture and the Servicing Agreement, as the context requires.
'Appraised Value' means, with respect to property securing a Loan, the
lesser of the appraised value determined in an appraisal obtained at origination
of the Loan or sales price of such mortgaged property at such time.
'Asset Group' means, with respect to the Primary Assets and other assets
comprising the Trust Fund of a Series, a group of such Primary Assets and other
assets having the characteristics described in the related Prospectus
Supplement.
'Assumed Reinvestment Rate' means, with respect to a Series, the per annum
rate or rates specified in the related Prospectus Supplement for a particular
period or periods as the 'Assumed Reinvestment Rate' for funds held in any fund
or account for the Series.
'Available Distribution Amount' means the amount in the Distribution
Account (including amounts deposited therein from any reserve fund or other fund
or account) eligible for distribution to Holders on a Distribution Date.
'Bankruptcy Code' means the federal bankruptcy code, 11 United States Code
101 et seq., and related rules and regulations promulgated thereunder.
'Business Day' means a day that, in the City of New York or in the city or
cities in which the corporate trust office of the Trustee are located, is
neither a legal holiday nor a day on which banking institutions are authorized
or obligated by law, regulations or executive order to be closed.
'Certificate' means the Asset-Backed Certificates.
'Class' means a Class of Securities of a Series.
'Closing Date' means, with respect to a Series, the date specified in the
related Prospectus Supplement as the date on which Securities of such Series are
first issued.
'Code' means the Internal Revenue Code of 1986, as amended, and regulations
(including proposed regulations) or other pronouncements of the Internal Revenue
Service promulgated thereunder.
'Collection Account' means, with respect to a Series, the account
established in the name of the Servicer for the deposit by the Servicer of
payments received from the Primary Assets.
'Combined Loan-to-Value Ratio' means, with respect to a Loan, the ratio
determined as set forth in the related Prospectus Supplement taking into account
the amounts of any related senior mortgage loans on the related Mortgaged
Property.
'Commission' means the Securities and Exchange Commission.
'Compound Interest Security' means any Security of a Series on which all or
a portion of the interest accrued thereon is added to the principal balance of
such Security on each Distribution Date, through the Accrual Termination Date,
and with respect to which no interest shall be payable until such Accrual
Termination Date, after which interest payments will be made on the Compound
Value thereof.
'Compound Value' means, with respect to a Class of Compound Interest
Securities, the original principal balance of such Class, plus all accrued and
unpaid interest, if any, previously added to the principal balance thereof and
reduced by any payments of principal previously made on such Class of Compound
Interest Securities.
'Condominium' means a form of ownership of real property wherein each owner
is entitled to the exclusive ownership and possession of his or her individual
Condominium Unit and also owns a proportionate undivided interest in all parts
of the Condominium Building (other than the individual Condominium Units) and
all areas or facilities, if any, for the common use of the Condominium Units.
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'Condominium Association' means the person(s) appointed or elected by the
Condominium Unit owners to govern the affairs of the Condominium.
'Condominium Building' means a multi-unit building or buildings, or a group
of buildings whether or not attached to each other, located on property subject
to Condominium ownership.
'Condominium Loan' means a Loan secured by a Mortgage on a Condominium Unit
(together with its appurtenant interest in the common elements).
'Condominium Unit' means an individual housing unit in a Condominium
Building.
'Cooperative' means a corporation owned by tenant-stockholders who, through
the ownership of stock, shares or membership securities in the corporation,
receive proprietary leases or occupancy agreements which confer exclusive rights
to occupy specific units and which is described in Section 216 of the Code.
'Cooperative Dwelling' means an individual housing unit in a building owned
by a Cooperative.
'Cooperative Loan' means a housing loan made with respect to a Cooperative
Dwelling and secured by an assignment by the borrower (tenant-stockholder) or
security interest in shares issued by the applicable Cooperative.
'Cut-off Date' means the date designated as such in the related Prospectus
Supplement for a Series.
'Debt Securities' means Securities characterized as indebtedness for
federal income tax purposes, and Regular Interest Securities.
'Deferred Interest' means the excess of the interest accrued on the
outstanding principal balance of a Loan during a specified period over the
amount of interest required to be paid by an obligor on such Loan on the related
Due Date.
'Deposit Agreement' means a guaranteed investment contract or reinvestment
agreement providing for the investment of funds held in a fund or account,
guaranteeing a minimum or a fixed rate of return on the investment of moneys
deposited therein.
'Depositor' means Lehman ABS Corporation.
'Disqualified Organization' means the United States, any State or political
subdivision thereof, any possession of the United States, any foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, a rural electric or telephone cooperative described in
section 1381(a)(2)(C) of the Code, or any entity exempt from the tax imposed by
sections 1-1399 of the Code, if such entity is not subject to tax on its
unrelated business income.
'Distribution Account' means, with respect to a Series, the account
established in the name of the Trustee for the deposit of remittances received
from the Servicer with respect to the Primary Assets.
'Distribution Date' means, with respect to a Series or Class of Securities,
each date specified as a distribution date for such Series or Class in the
related Prospectus Supplement.
'Due Date' means each date, as specified in the related Prospectus
Supplement for a Series, on which any payment of principal or interest is due
and payable by the obligor on any Primary Asset pursuant to the terms thereof.
'Eligible Investments' means any one or more of the obligations or
securities described as such in the related Agreement.
'Enhancement' means the enhancement for a Series, if any, specified in the
related Prospectus Supplement.
'Enhancer' means the provider of the Enhancement for a Series specified in
the related Prospectus Supplement.
'ERISA' means the Employee Retirement Income Security Act of 1974, as
amended.
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'Escrow Account' means an account, established and maintained by the
Servicer for a Loan, into which payments by borrowers to pay taxes, assessments,
mortgage and hazard insurance premiums and other comparable items required to be
paid to the mortgagee are deposited.
'FHLMC' means the Federal Home Loan Mortgage Corporation.
'Final Scheduled Distribution Date' means, with respect to a Class of Notes
of a Series, the date no later than which principal thereof will be fully paid
and with respect to a Class of Certificates of a Series, the date after which no
Certificates of such Class will remain outstanding, in each case based on the
assumptions set forth in the related Prospectus Supplement.
'FNMA' means the Federal National Mortgage Association.
'Holder' means the person or entity in whose name a Security is registered.
'Home Improvements' means the home improvements financed by a Home
Improvement Contract.
'Home Improvement Contract' means any home improvement installment sales
contracts and installment loan agreements which may be unsecured or secured by
purchase money security interests in the Home Improvements financed thereby.
'HUD' means the United States Department of Housing and Urban Development.
'Indenture' means the indenture relating to a Series of Notes between the
Trust Fund and the Trustee.
'Index' means the index applicable to any adjustments in the Loan Rates of
any adjustable rate Loans.
'Insurance Policies' means certain mortgage insurance, hazard insurance and
other insurance policies required to be maintained with respect to Loans.
'Insurance Proceeds' means amounts paid by the insurer under any of the
Insurance Policies covering any Loan or Mortgaged Property.
'Interest Only Securities' means a Class of Securities entitled solely or
primarily to distributions of interest and which is identified as such in the
related Prospectus Supplement.
'IRS' means the Internal Revenue Service.
'LCPI' means Lehman Commercial Paper Inc.
'Lehman Brothers' means Lehman Brothers Inc.
'Lifetime Rate Cap' means the lifetime limit, if any, on the Loan Rate
during the life of each adjustable rate Loan.
'Liquidation Proceeds' means amounts received by the Servicer in connection
with the liquidation of a Loan, net of liquidation expenses.
'Loan Rate' means, unless otherwise indicated herein or in the Prospectus
Supplement, the interest rate borne by a Loan.
'Loans' means Mortgage Loans and/or Home Improvement Contracts,
collectively. A Loan refers to a specific Mortgage Loan or Home Improvement
Contract, as the context requires.
'Loan-to-Value Ratio' means, with respect to a Loan, the ratio determined
as set forth in the related Prospectus Supplement.
'Minimum Rate' means the lifetime minimum Loan Rate during the life of each
adjustable rate Loan.
'Minimum Principal Payment Agreement' means a minimum principal payment
agreement with an entity meeting the criteria of the Rating Agencies.
'Modification' means a change in any term of a Loan.
'Mortgage' means the mortgage, deed of trust or other similar security
instrument securing a Mortgage Note.
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'Mortgage Loan' means a closed-end and/or revolving home equity loan or
balance thereof and/or loans of which the proceeds have been applied to the
purchase of the related Mortgaged Property, in each case secured by a Mortgage
on the related Mortgaged Property.
'Mortgage Note' means the note or other evidence of indebtedness of a
Mortgagor under the Loan.
'Mortgagor' means the obligor on a Mortgage Note.
'1986 Act' means the Tax Reform Act of 1986.
'Notes' means the Asset-Backed Notes.
'Notional Amount' means the amount set forth in the related Prospectus
Supplement for a Class of Interest Only Securities.
'PAC' ('Planned Amortization Class Securities') means a Class of Securities
of a Series on which payments of principal are made in accordance with a
schedule specified in the related Prospectus Supplement, based on certain
assumptions stated therein.
'Participating Securities' means Securities entitled to receive payments of
principal and interest and an additional return on investment as described in
the related Prospectus Supplement.
'Pass-Through Security' means a security representing an undivided
beneficial interest in a pool of assets, including the right to receive a
portion of all principal and interest payments relating to those assets.
'Pay Through Security' means Regular Interest Securities and certain Debt
Securities that are subject to acceleration due to prepayments on the underlying
Primary Assets.
'Person' means any individual, corporation, partnership, joint venture,
association, joint stock company, trust (including any beneficiary thereof),
unincorporated organization, or government or any agency or political
subdivision thereof.
'Pooling and Servicing Agreement' means the pooling and servicing agreement
relating to a Series of Certificates among the Depositor, the Servicer (if such
Series relates to Loans) and the Trustee.
'Primary Assets' means the Private Securities and/or Loans, as the case may
be, which are included in the Trust Fund for such Series. A Primary Asset refers
to a specific Private Security or Loan, as the case may be.
'Principal Balance' means, with respect to a Primary Asset and as of a Due
Date, the original principal amount of the Primary Asset, plus the amount of any
Deferred Interest added to such principal amount, reduced by all payments, both
scheduled or otherwise, received on such Primary Asset prior to such Due Date
and applied to principal in accordance with the terms of the Primary Asset.
'Principal Only Securities' means a Class of Securities entitled solely or
primarily to distributions of principal and identified as such in the Prospectus
Supplement.
'Private Security' means a participation or pass-through certificate
representing a fractional, undivided interest in Underlying Loans or
collateralized obligations secured by Underlying Loans.
'Property' means either a Home Improvement or a Mortgaged Property securing
a Loan, as the context requires.
'PS Agreement' means the pooling and servicing agreement, indenture, trust
agreement or similar agreement pursuant to which a Private Security is issued.
'PS Servicer' means the servicer of the Underlying Loans.
'PS Sponsor' means, with respect to Private Securities, the sponsor or
depositor under a PS Agreement.
'PS Trustee' means the trustee designated under a PS Agreement.
'Qualified Insurer' means a mortgage guarantee or insurance company duly
qualified as such under the laws of the states in which the Mortgaged Properties
are located duly authorized and licensed in such states to transact the
applicable insurance business and to write the insurance provided.
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'Rating Agency' means the nationally recognized statistical rating
organization (or organizations) which was (or were) requested by the Depositor
to rate the Securities upon the original issuance thereof.
'Regular Interest' means a regular interest in a REMIC.
'REMIC' means a real estate mortgage investment conduit.
'REMIC Administrator' means the Person, if any, specified in the related
Prospectus Supplement for a Series for which a REMIC election is made, to serve
as administrator of the Series.
'REMIC Provisions' means the provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and regulations, including proposed regulations and rulings, and
administrative pronouncements promulgated thereunder, as the foregoing may be in
effect from time to time.
'REO Property' means real property which secured a defaulted Loan,
beneficial ownership of which has been acquired upon foreclosure, deed in lieu
of foreclosure, repossession or otherwise.
'Reserve Fund' means, with respect to a Series, any Reserve Fund
established pursuant to the related Agreement.
'Residual Interest' means a residual interest in a REMIC.
'Retained Interest' means, with respect to a Primary Asset, the amount or
percentaged specified in the related Prospectus Supplement which is not included
in the Trust Fund for the related Series.
'Scheduled Payments' means the scheduled payments of principal and interest
to be made by the borrower on a Primary Asset.
'Securities' means the Notes or the Certificates.
'Seller' means the seller of the Primary Assets to the Depositor identified
in the related Prospectus Supplement for a Series.
'Senior Securityholder' means a holder of a Senior Security.
'Senior Securities' means a Class of Securities as to which the holders'
rights to receive distributions of principal and interest are senior to the
rights of holders of Subordinate Securities, to the extent specified in the
related Prospectus Supplement.
'Series' means a separate series of Securities sold pursuant to this
Prospectus and the related Prospectus Supplement.
'Servicer' means, with respect to a Series relating to Loans, the Person if
any, designated in the related Prospectus Supplement to service Loans for that
Series, or the successors or assigns of such Person.
'Single Family Property' means property securing a Loan consisting of one-
to four-family attached or detached residential housing, including Cooperative
Dwellings.
'Stripped Securities' means Pass-Through Securities representing interests
in Primary Assets with respect to which all or a portion of the principal
payments have been separated from all or a portion of the interest payments.
'Subordinate Securityholder' means a Holder of a Subordinate Security.
'Subordinated Securities' means a Class of Securities as to which the
rights of holders to receive distributions of principal, interest or both is
subordinated to the rights of holders of Senior Securities, and may be allocated
losses and shortfalls prior to the allocation thereof to other Classes of
Securities, to the extent and under the circumstances specified in the related
Prospectus Supplement.
'Trustee' means the trustee under the applicable Agreement and its
successors.
'Trust Fund' means, with respect to any Series of Securities, the trust
holding all money, instruments, securities and other property, including all
proceeds thereof, which are, with respect to a Series of Certificates,
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held for the benefit of the Holders by the Trustee under the Pooling and
Servicing Agreement or Trust Agreement, or, with respect to a Series of Notes,
pledged to the Trustee under the Indenture as a security for such Notes,
including, without limitation, the Primary Assets (except any Retained
Interests), all amounts in the Distribution Account, Collection Account or
Reserve Funds, distributions on the Primary Assets (net of servicing fees), and
reinvestment earnings on such net distributions and any Enhancement and all
other property and interests held by or pledged to the Trustee pursuant to the
related Agreement for such Series.
'UCC' means the Uniform Commercial Code.
'Underlying Loans' means home equity loans of the type eligible to be Loans
underlying or securing Private Securities.
'Variable Interest Security' means a Security on which interest accrues at
a rate that is adjusted, based upon a predetermined index, at fixed periodic
intervals, all as set forth in the related Prospectus Supplement.
'Zero Coupon Security' means a Security entitled to receive payments of
principal only.
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No dealer, salesman 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
representation must not be relied upon as having been authorized by the
Depositor or the Underwriters. This Prospectus Supplement and the Prospectus do
not constitute an offer of any securities other than those to which they relate
or an offer to sell, or a solicitation of an offer to buy, to any person in any
jurisdiction where such an offer or solicitation would be unlawful. Neither the
delivery of this Prospectus Supplement and the Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information contained herein is correct as of any time subsequent to their
respective dates.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PROSPECTUS SUPPLEMENT
Incorporation of Certain Documents by Reference....... S-3
Summary............................................... S-4
Risk Factors.......................................... S-13
The Seller and the Servicer........................... S-15
Champion's Home Equity Loan Program................... S-16
Description of the Mortgage Loans..................... S-21
Prepayment and Yield Considerations................... S-25
Description of the Certificates....................... S-32
Description of the Purchase Agreement................. S-52
Use of Proceeds....................................... S-52
Certain Federal Income Tax Considerations............. S-52
State Taxes........................................... S-54
ERISA Considerations.................................. S-54
Legal Investment Considerations....................... S-56
Underwriting.......................................... S-56
Legal Matters......................................... S-57
Ratings............................................... S-58
Index of Defined Terms................................ S-59
Annex I............................................... A-I-1
PROSPECTUS
Prospectus Supplement................................. 2
Available Information................................. 2
Reports to Holders.................................... 2
Incorporation of Certain Documents by Reference....... 2
Summary of Terms...................................... 3
Risk Factors.......................................... 11
Description of the Securities......................... 14
The Trust Funds....................................... 17
Enhancement........................................... 22
Servicing of Loans.................................... 24
The Agreements........................................ 30
Certain Legal Aspects of Loans........................ 38
The Depositor......................................... 46
Use of Proceeds....................................... 46
Certain Federal Income Tax Considerations............. 47
State Tax Considerations.............................. 64
ERISA Considerations.................................. 65
Legal Investment...................................... 67
Plan of Distribution.................................. 67
Legal Matters......................................... 67
Additional Information................................ 67
Glossary of Terms..................................... 67
</TABLE>
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CHAMPION HOME EQUITY
LOAN TRUST 1997-2
$205,000,000
$79,281,000 CLASS A-1 6.59% CERTIFICATES
$53,178,000 CLASS A-2 6.49% CERTIFICATES
$11,919,000 CLASS A-3 6.77% CERTIFICATES
$19,622,000 CLASS A-4 7.03% CERTIFICATES
$20,500,000 CLASS A-5 6.71% CERTIFICATES
CLASS A-IO 6.00% CERTIFICATES
$ 9,122,000 CLASS M-1 6.92% CERTIFICATES
$ 4,715,000 CLASS M-2 7.12% CERTIFICATES
$ 6,663,000 CLASS B 7.38% CERTIFICATES
HOME EQUITY LOAN
ASSET-BACKED CERTIFICATES
SERIES 1997-2
CHAMPION MORTGAGE CO., INC.,
AS SELLER AND SERVICER
LEHMAN ABS CORPORATION,
AS DEPOSITOR
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PROSPECTUS SUPPLEMENT
SEPTEMBER 23, 1997
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LEHMAN BROTHERS
KEY CAPITAL MARKETS, INC.
J.P. MORGAN & CO.
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