<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 1996
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
CHEVY CHASE BANK, F.S.B.
(Originator of the Trust Described Herein)
(Exact name of Registrant as Specified in its Charter)
CHEVY CHASE AUTO RECEIVABLES TRUST 1996-1
(Issuer of the Certificates)
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<S> <C>
UNITED STATES 52-0897004
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR IDENTIFICATION
ORGANIZATION) NO.)
</TABLE>
8401 CONNECTICUT AVENUE
CHEVY CHASE, MARYLAND 20815
(301) 986-7000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
STEPHEN R. HALPIN, JR.
EXECUTIVE VICE PRESIDENT
CHEVY CHASE BANK, F.S.B.
8401 CONNECTICUT AVENUE
CHEVY CHASE, MARYLAND 20815
(301) 986-7000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
------------------
COPIES TO:
M. David Krohn, Esq.
Shaw, Pittman, Potts & Trowbridge
2300 N Street, N.W.
Washington, D.C. 20037
(202) 663-8000
--------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities registered on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
--------------
CALCULATION OF REGISTRATION FEE
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<CAPTION>
AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED UNIT * PRICE * FEE
<S> <C> <C> <C> <C>
Auto Receivable Backed
Certificates........................ $1,000,000 100% $1,000,000 $345
</TABLE>
* Estimated solely for the purpose of calculating the registration fee.
--------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
CHEVY CHASE AUTO RECEIVABLES TRUST 1996-1
--------------
CROSS REFERENCE SHEET TO FORM S-3
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<CAPTION>
ITEM NO. ITEM PROSPECTUS CAPTION OR PAGE
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<C> <S> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus..................... Forepart of the Registration Statement and Front
Cover Page of Prospectus;
2. Inside Front and Outside Back Cover Pages of the
Prospectus......................................... Inside Front Cover Page of Prospectus; Available
Information; Incorporation of Certain Documents By
Reference; Reports to Certificateholders; Table of
Contents
3. Summary Information; Risk Factors and Ratio of
Earnings to Fixed Charges.......................... Summary of Terms and Special Considerations
4. Use of Proceeds..................................... Use of Proceeds
5. Determination of Offering Price..................... *
6. Dilution............................................ *
7. Selling Security Holders............................ *
8. Plan of Distribution................................ Underwriting
9. Description of Securities to be Registered.......... Summary of Terms; Formation of the Trust; The
Certificates
10. Interest of Named Experts and Counsel............... *
11. Material Changes.................................... *
12. Incorporation of Certain Information by Reference... Incorporation of Certain Documents by Reference
13. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities..................... *
</TABLE>
- ------------------------
*Not applicable or answer is negative.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED MAY 23, 1996
CHEVY CHASE AUTO RECEIVABLES TRUST 1996-1
$ % AUTO RECEIVABLES BACKED CERTIFICATES
CHEVY CHASE BANK, F.S.B.
SELLER AND SERVICER
Principal, and interest to the extent of the Pass-Through Rate of % per
annum, will be distributed to Certificateholders on the 15th day of each month
(or, if such 15th day is not a Business Day, the next following Business Day),
beginning , 1996. The aggregate principal balance of the Receivables
as of the Cut-Off Date is $ . The final scheduled distribution date
of the Certificates will be the Distribution Date in (the "Final
Scheduled Distribution Date").
The % Auto Receivables Backed Certificates (the "Certificates") represent
fractional undivided interests in the assets of the Chevy Chase Auto Receivables
Trust 1996-1 (the "Trust") to be formed pursuant to a Pooling and Servicing
Agreement (the "Pooling Agreement"), dated as of , 1996, among Chevy
Chase Bank, F.S.B. (the "Bank"), as seller and as servicer of the receivables
(the "Seller" and the "Servicer," respectively), and
, as trustee (the "Trustee"). The assets of the Trust will primarily
consist of simple interest retail installment sales contracts and installment
loans (the "Receivables") secured by new and used automobiles, light duty trucks
and vans financed thereby (the "Vehicles"), certain payments made thereunder on
or after , 1996 (the "Cut-Off Date"), security interests in the
Vehicles and the proceeds thereof received by the Trust from the Seller on or
prior to the date of the issuance of the Certificates, all as more fully
described herein.
(COVER CONTINUED ON NEXT PAGE)
POTENTIAL INVESTORS SHOULD CONSIDER, AMONG OTHER THINGS, THE INFORMATION SET
FORTH IN "SPECIAL CONSIDERATIONS" HEREIN.
THE CERTIFICATES REPRESENT BENEFICIAL INTERESTS IN THE TRUST ONLY AND DO NOT
REPRESENT INTERESTS IN OR OBLIGATIONS OF THE BANK OR ANY AFFILIATES OF THE BANK.
NEITHER THE CERTIFICATES NOR THE UNDERLYING RECEIVABLES OR ANY COLLECTIONS
THEREON ARE INSURED OR GUARANTEED BY THE SAVINGS ASSOCIATION INSURANCE FUND, THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
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UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO THE
PUBLIC (1) COMMISSIONS SELLER (1)
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<S> <C> <C> <C>
Per Certificate % % %
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Total $ $ $
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</TABLE>
(1) Before deduction of expenses payable by the Bank estimated at $ .
The Certificates are offered by the several Underwriters when, as and if issued
by the Trust, delivered to and accepted by the Underwriters and subject to their
right to reject orders in whole or in part. It is expected that the Certificates
will be offered globally and delivered in book-entry form on or about
, 1996 through the facilities of The Depository Trust Company, Cedel
Bank, societe anonyme and Euroclear System, against payment in immediately
available funds.
J.P. Morgan & Co.
, 1996.
<PAGE>
(COVER CONTINUED FROM PREVIOUS PAGE)
The assets of the Trust also will include a financial guaranty insurance
policy (the "Certificate Insurance Policy") from
(the "Certificate Insurer"), which will unconditionally and irrevocably
guarantee payment of amounts due to the holders of the Certificates (the
"Certificateholders") to the extent described herein. The Trustee will also have
access to a Reserve Account and a Yield Maintenance Account to be established
for the benefit of the Certificateholders and the Certificate Insurer.
There currently is no secondary market for the Certificates. The
Underwriters intend to make a secondary market in the Certificates but have no
obligation to do so.
AVAILABLE INFORMATION
The Seller has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (together with all amendments and
exhibits thereto, referred to herein as the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Certificates offered pursuant to this Prospectus. For further information,
reference is made to the Registration Statement which may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549; and at the Commission's regional
offices at 500 West Madison, 14th Floor, Chicago, Illinois 60661 and Seven World
Trade Center, 13th Floor, New York, New York 10048. Copies of the Registration
Statement may be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Servicer, on behalf of the Trust, will also file or cause to be filed with the
Commission such periodic reports as may be required under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations of the Commission thereunder.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
All documents subsequently filed by the Servicer with the Registration
Statement, either on its own behalf or on behalf of the Trust, relating to the
Certificates, with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act, after the date of this Prospectus and prior to the
termination of the offering of the Certificates offered hereby, shall be deemed
to be incorporated by reference in this Prospectus and to be a part of this
Prospectus from the date of the filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein, modifies or replaces such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Servicer will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents referred to above that have been or may be
incorporated by reference in this Prospectus (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that this Prospectus
incorporates). Written requests for such copies should be directed to: Chevy
Chase Bank, F.S.B., 8401 Connecticut Avenue, Chevy Chase, Maryland 20815,
Attention: Chief Financial Officer. Telephone requests for such copies should be
directed to Chevy Chase Bank, F.S.B. at (301) 986-7000.
REPORTS TO CERTIFICATEHOLDERS
Unless and until Definitive Certificates are issued, periodic and annual
unaudited reports containing information concerning the Receivables will be
prepared by the Servicer and sent on behalf of the Trust only to Cede & Co.
("Cede"), as nominee of The Depository Trust Company ("DTC") and registered
holder of the Certificates. Such reports will not constitute financial
statements prepared in accordance with generally accepted accounting principles.
The Servicer will file with the Commission such periodic reports as are required
under the Exchange Act, and the rules and regulations thereunder and as are
otherwise agreed to by the Commission. Copies of such periodic reports may be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
2
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CERTIFICATES AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
No dealer, salesperson or other person has been authorized to give any
information or to make any representation not contained in this Prospectus and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Bank or any Underwriter. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that the information herein is correct as of any time subsequent
to the date hereof or that there has been no change in the affairs of the Bank
since such date or that the information contained or incorporated by reference
herein is correct as of any time subsequent to its date.
Until , 1996 (90 days after the commencement of the offering), all
dealers effecting transactions in the registered securities, whether or not
participating in this distribution, may be required to deliver a Prospectus.
This is in addition to the obligation of dealers to deliver a Prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information........................................................................................... 2
Incorporation of Certain Documents by Reference................................................................. 2
Reports to the Certificateholders............................................................................... 2
Summary of Terms................................................................................................ 4
Special Considerations.......................................................................................... 10
Formation of the Trust.......................................................................................... 11
The Trust Property.............................................................................................. 12
Use of Proceeds................................................................................................. 12
Prepayment and Yield Considerations............................................................................. 12
Pool Factor and Other Information............................................................................... 13
The Receivables Pool............................................................................................ 13
The Seller and the Servicer..................................................................................... 17
The Certificates................................................................................................ 20
The Certificate Insurer......................................................................................... 33
The Certificate Insurance Policy................................................................................ 33
Certain Legal Aspects of the Receivables........................................................................ 34
Certain Federal Income Tax Consequences......................................................................... 37
ERISA Considerations............................................................................................ 39
Ratings......................................................................................................... 42
Underwriting.................................................................................................... 42
Notice to Canadian Residents.................................................................................... 43
Report of Experts............................................................................................... 44
Legal Matters................................................................................................... 44
Annex I......................................................................................................... 45
Appendix A...................................................................................................... A-1
Appendix B...................................................................................................... B-1
</TABLE>
3
<PAGE>
SUMMARY OF TERMS
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
DETAILED INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS. CERTAIN CAPITALIZED
TERMS USED IN THIS SUMMARY OF TERMS ARE DEFINED ELSEWHERE IN THIS PROSPECTUS ON
THE PAGES INDICATED IN THE INDEX OF PRINCIPAL TERMS.
<TABLE>
<S> <C>
Issuer............................ Chevy Chase Auto Receivables Trust 1996-1 (the "Trust"
or the "Issuer").
Seller/Servicer................... Chevy Chase Bank, F.S.B., a federally chartered stock
savings bank (the "Bank"). The principal executive
offices of the Seller and the Servicer are located at
8401 Connecticut Avenue, Chevy Chase, Maryland 20815.
Trustee........................... , a . The corporate trust offices of the
Trustee are located at
.
Cut-Off Date...................... , 1996.
Securities Offered................ The % Auto Receivables Backed Certificates (the
"Certificates"). The Certificates will evidence
fractional undivided ownership interests in the assets
of the Trust. The Certificates will be offered for
purchase in denominations of $1,000 and integral
multiples thereof. See "The Certificates -- General."
Each Certificateholder will also purchase the right to
receive a pro rata share of amounts payable under the
Yield Maintenance Account established pursuant to the
Pooling Agreement ("Yield Maintenance Payments").
The Trust......................... The Trust will be a trust established under the laws of
the State of New York. The activities of the Trust are
limited by the terms of the Trust Agreement to
purchasing, owning and managing the Receivables, issuing
and making payments on the Certificates and other
activities related thereto.
Trust Property.................... The assets of the Trust (the "Trust Property") include
(i) the Receivables, (ii) all monies (including accrued
interest) due or received on or after the Cut-Off Date,
(iii) such amounts as from time to time may be held in
one or more accounts established and maintained by the
Servicer and the Trustee pursuant to the Pooling
Agreement, as described below, (iv) the security
interests in the Vehicles, (v) the rights to proceeds
from claims on physical damage, credit life and
disability insurance policies, if any, covering Vehicles
or Obligors, as the case may be, (vi) any proceeds from
the sale of repossessed Vehicles, (vii) all rights to
receive payments under certain circumstances from the
Reserve Account, (viii) the Certificate Insurance Policy
and (ix) certain other property, as more fully described
herein. See "The Trust Property."
The Receivables................... The Receivables consist of simple interest retail
installment sales contracts between dealers and retail
purchasers and installment loans which are secured by
the new and used automobiles, light duty trucks and vans
financed thereby. Each Obligor's obligation under its
Receivable is a full recourse obligation. The "Obligor"
is the obligor under each Receivable including any
guarantor.
</TABLE>
4
<PAGE>
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<S> <C>
The Receivables contain provisions which unconditionally
obligate the Obligor to make all payments under the
related Receivable. Approximately % of the
Receivables (by aggregate principal balance of the
Receivables as of the Cut-Off Date) were purchased or
originated by the Bank and the other % of the
Receivables were purchased [or originated] by the Bank's
wholly-owned subsidiary, Consumer Finance Corporation
("CFC"). The Receivables purchased or originated by CFC
are referred to herein as the "CFC Receivables." See
"The Receivables Pool."
Registration of Certificates...... The Certificates will be represented initially by
physical certificates registered in the name of Cede, as
nominee of DTC. Persons acquiring beneficial ownership
interests in such Certificates ("Beneficial Owners") may
elect to hold their interests through DTC, in the United
States of America, or Cedel Bank, societe anonyme
("CEDEL") or the Euroclear System ("Euroclear"), in
Europe. A Beneficial Owner will not be entitled to
receive a Definitive Certificate representing such
person's interest in the Trust except in certain limited
circumstances. Under the terms of the Pooling Agreement,
Beneficial Owners will not be recognized as
Certificateholders and will be permitted to exercise the
rights of the Certificateholders only indirectly through
DTC. See "The Certificates -- Book-Entry Registration."
Pass-Through Rate................. % per annum, calculated on the basis of a 360-day year
consisting of twelve 30-day months (the "Pass-Through
Rate").
Distribution Date................. The 15th day of each month (or, if such 15th day is not
a day on which banks located in New York, New York,
or Chevy Chase, Maryland are open for the purpose
of conducting commercial banking business (a "Business
Day"), the next following Business Day) (each a
"Distribution Date") beginning , 1996.
Monthly Interest.................. On each Distribution Date, the Trustee will distribute
pro rata to the Certificateholders of record as of the
close of business on the day (whether or not a Business
Day) immediately preceding such Distribution Date (or,
if Definitive Certificates are issued, the close of
business on the last day of the calendar month immedi-
ately preceding the month of such Distribution Date)
(the "Record Date") interest at one-twelfth of the
Pass-Through Rate on the Certificate Principal Balance
immediately prior to such Distribution Date; provided,
that on the first Distribution Date the
Certificateholders will receive interest accrued during
the period commencing on the Closing Date and ending on
the day prior to such first Distribution Date,
calculated assuming a 360-day year consisting of twelve
30-day months. To the extent interest collections
received by the Trust are insufficient to pay such
interest as a result of the APRs on certain of the
Receivables, the Certificateholders will be entitled to
amounts payable from the Yield Maintenance Account. The
"Certificate Principal Balance" shall equal, initially,
$ (the "Original Certificate Principal
Balance") and thereafter, the Original Certificate
Principal Balance, reduced by all amounts previously
distributed to Certificateholders and allocable to
principal. A "Collection Period"
</TABLE>
5
<PAGE>
<TABLE>
<S> <C>
with respect to a Distribution Date will be the calendar
month preceding the month in which such Distribution
Date occurs. See "The Certificates -- Flow of Funds."
Monthly Principal................. On each Distribution Date, the Trustee will distribute
to Certificateholders, as of the related Record Date,
the Monthly Principal relating to such Distribution
Date. See "The Certificates -- Flow of Funds."
Accounts.......................... The Pooling Agreement will require that the Trustee
establish an account (the "Collection Account") and that
the Servicer deposit into the Collection Account all
collections received by the Servicer on the Receivables
within two Business Days following receipt of such
amounts. With respect to any Distribution Date and on
the related Determination Date, the Servicer shall
instruct the holder of the Collection Account to deposit
into an account established by the Trustee (the
"Certificate Account") all funds collected on the
Receivables during the most recently completed
Collection Period.
Credit Enhancement................ The credit enhancement available for the benefit of the
Certificateholders will consist of the Reserve Account
and the Certificate Insurance Policy.
A. Reserve Account............... The Trustee will hold a Reserve Account (the "Reserve
Account") for the benefit of the Certificateholders and
the Certificate Insurer. The Reserve Account will be
created with an initial deposit by the Seller of cash or
eligible instruments in an amount required by the
Pooling Agreement (the "Reserve Initial Deposit"). The
Reserve Initial Deposit will be augmented on each
Distribution Date by the deposit in the Reserve Account
of amounts otherwise distributable to the Seller from
Excess Interest until the amount in the Reserve Account
reaches an amount equal to the Specified Reserve
Balance. Thereafter, amounts otherwise distributable to
the Seller will be deposited in the Reserve Account to
the extent necessary to maintain the amount in the
Reserve Account at an amount equal to the Specified
Reserve Balance. Amounts in the Reserve Account
(including any investment earnings thereon) on any
Distribution Date (after giving effect to all
distributions made on such Distribution Date) in excess
of the Specified Reserve Balance for such Distribution
Date generally will be released to the Seller. With
respect to any Distribution Date, "Excess Interest"
shall mean funds on deposit in the Certificate Account
after distribution of the Required Payments to the
Certificateholders on such Distribution Date and payment
of the fee due the Trustee, the premium then due to the
Certificate Insurer and the Reimbursement Amount.
The "Specified Reserve Balance" with respect to any
Distribution Date means the amount so specified in the
Pooling Agreement. The Reserve Account will be
maintained with the Trustee as an Eligible Deposit
Account, and will not be part of the Trust. See "The
Reserve Account."
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
The Certificate Insurer may, at its option and without
notice to, or the consent of, the Certificateholders,
reduce the Specified Reserve Balance.
B. The Certificate Insurance
Policy........................... On or before the Closing Date, the Seller will obtain
the Certificate Insurance Policy (the "Certificate
Insurance Policy") which is noncancelable, in favor of
the Trustee on behalf of the Certificateholders. On each
Distribution Date, the Certificate Insurer will be
required to make available to the Trustee the amount, if
any, by which the Required Payments on the Certificates
exceed the sum of (x) Available Funds as of such
Distribution Date and (y) the amount, if any, then on
deposit in the Reserve Account. The Certificate
Insurance Policy does not guarantee to the Cer-
tificateholders any specified rate of Prepayments. A
payment by the Certificate Insurer under the Certificate
Insurance Policy is referred to herein as an "Insured
Payment." See "The Certificate Insurance Policy " and
"The Certificate Insurer" herein.
The Trustee will (i) receive as attorney-in-fact of each
Certificateholder, any Insured Payment from the
Certificate Insurer and (ii) disburse such Insured
Payment to each Certificateholder in accordance with the
Pooling Agreement. The Pooling Agreement will provide
that to the extent the Certificate Insurer makes In-
sured Payments, either directly or indirectly (as by
paying through the Trustee), to the Certificateholders,
the Certificate Insurer will be subrogated to the rights
of such Certificateholders with respect to such Insured
Payments. The Certificate Insurer will receive
reimbursement for such Insured Payments, but only from
the sources and in the manner provided in the Pooling
Agreement. Such subrogation and reimbursement will have
no effect on the Certificate Insurer's obligations under
the Certificate Insurance Policy.
Yield Maintenance Account......... Certain of the Receivables have annual percentage rates
of interest ("APRs") which are less than the sum of the
Pass-Through Rate, the Servicing Fee Rate and the rates
at which the Certificate Insurer's premium and the
Trustee's fee are calculated (the sum of such rates, the
"Required Rate"). The Yield Maintenance Account is a
segregated trust account which will not be part of the
Trust into which the Seller will make a single deposit
on the Closing Date in an amount (the "Initial Yield
Maintenance Amount") necessary to fund any shortfall on
interest collections which results from Receivables
having an APR of less than the Required Rate. After the
Closing Date no additional amounts will be deposited in
the Yield Maintenance Account. The Initial Yield
Maintenance Amount has been calculated using a zero
prepayment rate on the Receivables. On each
Determination Date, the Servicer is permitted to
recalculate the amount required to be on deposit in the
Yield Maintenance Account (the "Yield Maintenance
Amount"), which may decline as Receivables having less
than the Required Rate prepay or are otherwise removed
from the Trust. Any amounts in excess of the Yield
Maintenance Amount will be released to the Seller.
Amounts may be withdrawn from the Yield Maintenance
Account only
</TABLE>
7
<PAGE>
<TABLE>
<S> <C>
with respect to the interest shortfalls described above.
Any excess funds in the Yield Maintenance Account will
be released to the Seller.
Certificate Insurer............... and any successor thereto.
Servicing......................... The Servicer will be responsible for servicing,
managing, arranging, making collections on and otherwise
enforcing the Receivables. The Servicer will be required
to exercise the degree of skill and care in performing
these functions that it customarily exercises with
respect to similar receivables owned by the Servicer.
The Servicer will be entitled to retain from collections
on the Receivables a monthly fee (the "Servicing Fee")
equal to one-twelfth the product of (i) % (the
"Servicing Fee Rate") and (ii) the Pool Balance as of
the beginning of the immediately preceding Collection
Period. The Servicer may designate CFC to act as
sub-servicer with respect to the CFC Receivables.
Optional Termination.............. The Servicer will have the option, subject to certain
conditions set forth in the Pooling Agreement, including
the deposit of the sum specified in the Pooling
Agreement, to remove all, but not less than all, of the
property in the Trust, and thereby cause early
retirement of the Certificates as of any Distribution
Date following a Record Date on which the Pool Balance
is % or less of the Original Certificate Principal
Balance (such option, the "Optional Termination"). In
the event of such a removal, the entire outstanding
Certificate Principal Balance, together with accrued
interest thereon at the Pass-Through Rate, will be
required to be paid to the Certificateholders on such
Distribution Date. The Certificate Insurance Policy will
not insure payments to Certificateholders resulting from
an Optional Termination. See "The Certificates --
Optional Termination."
Certain Legal Aspects of the
Receivables...................... Because of the administrative burden and expense that
would be entailed in doing so, the certificates of title
for the Vehicles will not be amended to identify the
Trustee as the secured party. If there are any Vehicles
as to which the Bank failed to obtain a perfected
security interest, its security interest would be
subordinate to, among others, subsequent purchasers of
the Vehicles and holders of perfected security
interests. Pursuant to the Pooling Agreement, the Seller
will assign its security interests in the Vehicles to
the Trustee. Under the laws of Virginia, such an
assignment of security interests may not be, and under
the laws of Maryland will not be, sufficient to convey
to the Trustee perfected security interests in the
Vehicles. The Seller will covenant in the Pooling
Agreement to repurchase any Receivable if, on the Clos-
ing Date, a valid, subsisting and enforceable first
priority security interest in the related Vehicle, which
will have been assigned to the Trust, has not been
perfected (or is not in the process of being perfected)
in favor of the applicable Lender. The Seller will also
covenant in the Pooling Agreement to repurchase any
Receivable if, after the Closing Date, a valid,
subsisting and enforceable first priority security
interest in the name of the applicable Lender is
</TABLE>
8
<PAGE>
<TABLE>
<S> <C>
not maintained on behalf of the Trust in the related
Vehicle. See "Special Considerations -- Certain Legal
Aspects" and "Certain Legal Aspects of the Receivables."
Certain Federal Tax
Considerations................... In the opinion of Shaw, Pittman, Potts & Trowbridge,
special counsel to the Seller, the Trust will constitute
a grantor trust for federal income tax purposes and will
not be subject to federal income tax. Beneficial Owners
of the Certificates must report their respective
allocable shares of all income earned on the Trust
Property (other than amounts treated as "stripped
coupons") and may deduct their respective allocable
shares of reasonable servicing fees. See "Certain
Federal Income Tax Consequences -- Tax Status of the
Trust." Prospective investors should note that no
rulings have been or will be sought from the Internal
Revenue Service (the "Service") with respect to any of
the federal income tax consequences discussed herein,
and no assurance can be given that the Service will not
take contrary positions. See "Certain Federal Income Tax
Consequences."
ERISA Considerations.............. The acquisition of a Certificate by an employee benefit
plan subject to the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), and the provisions of
Section 4975 of the Code (a "Plan"), could result in a
prohibited transaction under ERISA and Section 4975 of
the Code, unless such acquisition is subject to a
statutory or administrative exemption. In addition, the
Seller or other parties may be considered to be a
fiduciary with respect to any Plan. Therefore, the
acquisition and transfer of the Certificates are subject
to certain restrictions. See "ERISA Considerations."
Ratings........................... It is a condition of the original issuance of the
Certificates that the Certificates be rated in the
highest rating category by at least one of Moody's
Investors Service, Inc. ("Moody's"), Standard & Poor's
Ratings Services, a division of The McGraw-Hill Compa-
nies, Inc. ("S&P"), Fitch Investors Service, Inc.
("Fitch") or any other nationally recognized statistical
rating organization (Moody's, S&P, Fitch or any other
nationally recognized statistical rating organization,
collectively, the "Rating Agencies"). The rating of the
Certificates will depend primarily on an assessment by
the Rating Agencies of the claims-paying ability of the
Certificate Insurer. Any reduction in the rating
assigned to the claims-paying ability of the Certificate
Insurer below the rating initially given to the
Certificates would likely result in a reduction of the
rating of the Certificates. A security rating is not a
recommendation to buy, sell or hold securities, and may
be subject to revision or withdrawal at any time by the
assigning entity. See "Ratings."
Special Considerations............ For a discussion of certain factors that should be
considered by prospective investors in the Certificates,
see "Special Considerations" herein.
Certain Legal Matters............. Certain legal matters relating to the validity of the
issuance of the Certificates will be passed upon for the
Seller and the Underwriters by Shaw, Pittman, Potts &
Trowbridge, Washington, D.C.
</TABLE>
9
<PAGE>
SPECIAL CONSIDERATIONS
Prospective Certificateholders should consider, among other things, the
following factors in connection with the purchase of the Certificates:
LIMITED LIQUIDITY. There currently is no secondary market for the
Certificates, and there is no assurance that one will develop or, if one does
develop, that it will continue until the Certificates are paid in full. The
Underwriters intend to make a market in the Certificates but have no obligation
to do so.
CERTAIN LEGAL ASPECTS. Because of the administrative burden and expense
that would be entailed in doing so, the certificates of title for the Vehicles
will not be amended to identify the Trustee as the secured party. If there are
any Vehicles as to which the Bank failed to obtain a perfected security
interest, its security interest would be subordinate to, among others,
subsequent purchasers of the Vehicles and holders of perfected security
interests. Pursuant to the Pooling Agreement, the Seller will assign its
security interests in the Vehicles to the Trustee. Under the laws of Virginia,
such an assignment of security interests may not be, and under the laws of
Maryland will not be, sufficient to convey to the Trustee perfected security
interests in the Vehicles. The Seller will covenant in the Pooling Agreement to
repurchase any Receivable if, on the Closing Date, a valid, subsisting and
enforceable first priority security interest in the related Vehicle, which will
have been assigned to the Trust, has not been perfected (or is not in the
process of being perfected) in favor of the applicable Lender. The Seller will
also covenant in the Pooling Agreement to repurchase any Receivable if, after
the Closing Date, a valid, subsisting and enforceable first priority security
interest in the name of the applicable Lender is not maintained on behalf of the
Trust in the related Vehicle. See "Certain Legal Aspects of the Receivables."
YIELD AND PREPAYMENT CONSIDERATIONS. The weighted average life of the
Certificates will be reduced by full or partial prepayments on the Receivables.
The Receivables will generally be prepayable at any time without penalty.
Prepayments (or, for this purpose, equivalent payments to the Trust) may result
from payments by Obligors, liquidations due to default, the receipt of proceeds
from physical damage or credit life and/or credit disability insurance,
repurchases by the Seller as a result of certain uncured breaches of
representations and warranties made with respect to the Receivables, purchases
by the Servicer as a result of certain uncured breaches of the covenants made by
it with respect to the Receivables, or the exercise by the Seller of its
Optional Termination.
The Seller has limited historical experience with respect to prepayments,
has not as of the date hereof prepared data on prepayment rates, and is not
aware of publicly available industry statistics that set forth principal
prepayment experience for retail installment sales contracts similar to the
Receivables. The Seller can make no prediction as to the actual prepayment rates
that will be experienced on the Receivables. The Seller, however, believes that
the actual rate of prepayments will result in a substantially shorter weighted
average life than the scheduled weighted average life of the Receivables.
BOOK-ENTRY REGISTRATION. Issuance of the Certificates in book-entry form
may reduce the liquidity of such Certificates in the secondary trading market
since investors may be unwilling to purchase Certificates for which they cannot
obtain definitive physical securities representing such Certificateholders'
interests, except in certain circumstances described herein.
Certificateholders may experience some delay in their receipt of
distributions of interest on and principal of the Certificates since
distributions may be required to be forwarded by the Trustee to DTC, CEDEL or
Euroclear and, in such case, DTC, CEDEL or Euroclear, as the case may be, will
be required to credit such distributions to the accounts of its participating
organization which thereafter will be required to credit them to the accounts of
the Certificateholders either directly or indirectly through indirect
participants. See "The Certificates -- Book-Entry Registration."
CONSUMER PROTECTION LAWS. The Receivables are subject to federal and state
consumer protection laws which impose requirements with respect to the making,
transfer, acquisition, enforcement and collection of consumer loans. Such laws,
as well as any new laws or rules which may be adopted, may adversely affect the
Servicer's ability to collect on the Receivables. In addition, failure by the
Seller to have complied, or the Servicer to comply, with such requirements could
adversely affect the enforceability of the Receivables. The
10
<PAGE>
Seller will make representations and warranties relating to the validity and
enforceability of the Receivables and its compliance with applicable law in
connection with its performance of the transactions contemplated by the Pooling
Agreement. Pursuant to the Pooling Agreement, if the Trust's interest in a
Receivable is materially and adversely affected by the failure of such
Receivable to comply with applicable requirements of consumer protection law,
such Receivable will be repurchased by the Seller. The sole remedy if any such
representation or warranty is not complied with and such noncompliance continues
beyond the applicable cure period is that the Receivables affected thereby will
be repurchased by the Seller.
RATING OF THE CERTIFICATES. It is a condition to the issuance of the
Certificates that they be rated in the highest rating category by at least one
of the Rating Agencies. The rating of the Certificates will depend primarily on
an assessment by the Rating Agencies of the claims-paying ability of the
Certificate Insurer. Any reduction in the rating assigned to the claims-paying
ability of the Certificate Insurer below the rating initially given to the
Certificates would likely result in a reduction of the rating of the
Certificates. The rating by a Rating Agency of the Certificates is not a
recommendation to purchase, hold or sell the Certificates, inasmuch as such
rating does not comment as to market price or suitability for a particular
investor but addresses the likelihood of the payment of principal and interest
on the Certificates pursuant to their terms. There is no assurance that a rating
will remain in effect for any given period of time or that ratings will not be
reduced, suspended or withdrawn by the Rating Agencies.
LIMITED ASSETS. The Trust does not have, nor is it permitted or expected to
have, any significant assets or sources of funds other than the Receivables,
amounts on deposit in the Collection Account and the Certificate Account, the
Certificate Insurance Policy and the right to receive payments under certain
circumstances from the Reserve Account. The Certificates represent interests
solely in the Trust and are not obligations of, and will not be insured or
guaranteed by, the Seller, the Trustee or any other person or entity other than
the Certificate Insurer. Consequently, the Certificateholders must rely upon
payments on the Receivables, Insured Payments and, if and to the extent
available, amounts on deposit in the Reserve Account and the Yield Maintenance
Account.
GEOGRAPHIC CONCENTRATION. As of the Cut-Off Date, based upon address
information provided to the Seller, the Obligors resided in states [and the
District of Columbia], of which, [Maryland and ], account for % of
the aggregate principal balance of the Receivables in the Trust. Adverse
economic conditions in Maryland or could adversely affect the delinquency,
loan loss or repossession experience of the Trust with respect to the
Receivables.
FORMATION OF THE TRUST
The Seller will establish the Trust by selling and assigning the Receivables
and certain other Trust Property to the Trustee in exchange for the
Certificates. Prior to such sale and assignment, the Trust will have no assets
or obligations or any operating history. The Trust will not engage in any
business other than acquiring and holding the Trust Property, issuing the
Certificates and distributing payments on the Certificates.
The Seller, immediately prior to its transfer of the Receivables to the
Trust, will acquire the CFC Receivables from CFC.
The Servicer will hold the Receivables and the certificates of title or
ownership relating to the Vehicles as custodian for the Trustee. However, the
Receivables will not be marked or stamped to indicate that they have been sold
to the Trust, and the certificates of title or ownership for the Vehicles will
not be endorsed or otherwise amended to identify the Trust as the new secured
party. Under such circumstances and in certain jurisdictions, the Trust's
interest in the Receivables and the Vehicles may be defeated. See "Certain Legal
Aspects of the Receivables."
The Trust will not acquire any assets other than the Trust Property, and it
is not anticipated that the Trust will have any need for additional capital
resources. Because the Trust will have no operating history upon its
establishment and will not engage in any business other than acquiring and
holding the Trust
11
<PAGE>
Property, issuing the Certificates and distributing payments on the
Certificates, no historical or PRO FORMA financial statements or ratios of
earnings to fixed charges with respect to the Trust have been included herein.
If the protection provided to the Certificateholders by the Certificate
Insurance Policy, the Reserve Account and the Yield Maintenance Account is
insufficient, the Certificateholders would have to look principally to the
Obligors on the Receivables and to the proceeds from the repossession and sale
of Vehicles which secure Defaulted Receivables. In such event, certain factors,
such as the Trustee's failure to have perfected security interests in the
Vehicles in all states, may affect the Trust's ability to repossess and sell the
Vehicles securing the Receivables, and thus may reduce the proceeds to be
distributed to Certificateholders. See "The Certificates -- Flow of Funds," "The
Certificate Insurance Policy" and "Certain Legal Aspects of the Receivables."
THE TRUST PROPERTY
Each Certificate will represent a fractional undivided interest in the
Trust. The Trust Property will include (i) the Receivables, (ii) all monies
(including accrued interest) due or received thereon on or after the Cut-Off
Date, (iii) all amounts and property from time to time held in or credited to
the Collection Account and the Certificate Account, (iv) all of the Seller's
security interests in the Vehicles, (v) all rights to receive payments under
certain circumstances from the Reserve Account, (vi) the Certificate Insurance
Policy, (vii) all of the Seller's rights to receive proceeds from claims on
physical damage, credit life and disability insurance policies covering the
Vehicles or the Obligors, as the case may be, to the extent that such insurance
policies relate to the Receivables, (viii) all of the Seller's right to all
documents contained in the Receivable Files, (ix) all of the Seller's rights of
recourse against Dealers relating to the Receivables, (x) all property
(including the right to receive future Liquidation Proceeds and Recoveries) that
secures a Receivable and that shall have been acquired by or on behalf of the
Trustee and (xi) all proceeds (within the meaning of Section 9-306 of the UCC)
of the foregoing. The Pooling Agreement does not permit the Trust to acquire any
additional assets. The Yield Maintenance Account will hold certain amounts
relating to the provision of the Yield Maintenance Payments. The Trustee will
hold the Certificate Insurance Policy.
USE OF PROCEEDS
A portion of the net proceeds to be received by the Seller from the sale of
the Certificates will be used by the Seller to purchase the CFC Receivables from
CFC; the remainder of such net proceeds will be used by the Seller for general
corporate purposes.
PREPAYMENT AND YIELD CONSIDERATIONS
The rate of principal payments on the Certificates will be directly related
to the scheduled rate of principal payments on the underlying Receivables. If
the Certificates are purchased at a price of other than par, the yield to
maturity on the Certificates also will be affected by the rate of principal
payments. The principal payments on such Receivables may be in the form of
scheduled principal payments or liquidations due to default, casualty and the
like. Any such payments will result in distributions to the Certificateholders
of amounts which would otherwise have been distributed over the remaining term
of the Receivables. In general, the rate of such payments may be influenced by a
number of other factors, including general economic conditions.
The effective yield to the Certificateholders will depend upon, among other
things, the price at which such Certificates are purchased, the amount of
principal, including both scheduled and nonscheduled payments thereof, which is
paid to the Certificateholders and the rate at which such principal is paid.
Interest on the Receivables will be passed through to Certificateholders on
each Distribution Date to the extent of the Pass-Through Rate applied to the
Certificate Principal Balance immediately prior to such Distribution Date. In
the event of prepayments on a Receivable, Certificateholders will receive thirty
(30)
12
<PAGE>
days' interest on such Receivable to the extent that amounts are available from
Available Funds, the Reserve Account, the Yield Maintenance Account and the
Certificate Insurance Policy and are sufficient for such purpose. See "The
Certificates -- Flow of Funds."
POOL FACTOR AND OTHER INFORMATION
The "Pool Factor" will be a number (calculated to seven decimal places)
which the Servicer will compute each month equal to the Certificate Principal
Balance as of the close of business on the Distribution Date in that month,
divided by the Original Certificate Principal Balance. The Pool Factor will be
1.0000000 as of the date of the Closing Date, and thereafter will decline to
reflect reductions in the Certificate Principal Balance. A Certificateholder's
portion of the Certificate Principal Balance for a given month is the product of
(i) the original denomination of the holder's Certificate and (ii) the Pool
Factor.
Pursuant to the Pooling Agreement, the Certificateholders will receive from
the Trustee monthly reports concerning the payments received on the Receivables,
the Pool Balance, the Pool Factor and various other items of information.
Certificateholders of record during any calendar year will be furnished
information by the Trustee for tax reporting purposes not later than the latest
date permitted by law. See "The Certificates -- Reports to Certificateholders."
THE RECEIVABLES POOL
GENERAL
The Receivables in the pool were purchased or originated by Chevy Chase Bank
F.S.B. (the "Bank") and its wholly-owned subsidiary, CFC ("CFC," together with
the Bank, the "Lenders"). Of the aggregate principal balance of the Receivables
as of the Cut-off Date, % were purchased or originated by the Bank (the
"Bank Receivables") and % were purchased [or originated] by CFC (the "CFC
Receivables").
Of the Bank Receivables as of the Cut-Off Date, %, by aggregate
principal balance, were purchased by the Bank from dealers in new and used
automobiles, light duty trucks and vans ("Dealers") in the ordinary course of
business and % were originated directly by the Bank at or through its
deposit branches. Approximately % of the aggregate principal balance of the
Bank Receivables represents financing of new automobiles, light duty trucks and
vans, and approximately % represents financing of used automobiles, light
duty trucks and vans.
All of the CFC Receivables as of the Cut-Off Date were purchased from
Dealers. Approximately % of the aggregate principal balance of the CFC
Receivables represents financing of new automobiles, light duty trucks and vans,
and approximately % represents financing of used automobiles, light duty
trucks and vans.
UNDERWRITING PROCEDURES
Each Receivable was originated or purchased by the Lenders after a review by
the Lenders in accordance with their established underwriting procedures. Each
Lender has its own underwriting procedures.
The underwriting procedures of each Lender are designed to provide a basis
for assessing the Obligor's ability and willingness to repay the loan. In
conducting this assessment, the Lenders consider the Obligor's ratio of debt to
income and evaluate the Obligor's credit history through a review of a written
credit report compiled by a recognized consumer credit reporting bureau. The
Obligor's equity in the collateral and the terms of the loan are of secondary
importance in the Lenders' analysis. For the Obligor's purchase of an
automobile, the Bank's guidelines provide for financing up to 115% of the dealer
cost for new vehicles and of the Trade-In Value (as published by the National
Automobile Dealers Association, a standard reference source for dealers in used
vehicles) for used vehicles. CFC has two sets of guidelines which vary based on
the obligor's credit history. For new vehicles, CFC will finance up to 105% of
dealer cost, plus sales taxes, license fees and a maximum of $2,000 of rebatable
warranties and insurance, or 130% of dealer cost, inclusive of all additional
expenses. For used vehicles, CFC will finance up to 110% of the Trade-in Value,
plus sales taxes, license fees and a maximum of $2,000 of rebatable warranties
and insurance, or 130% of the Trade-in Value,
13
<PAGE>
inclusive of all additional expenses. The Lenders' guidelines are intended only
to provide a basis for lending decisions, and exceptions to such guidelines may,
within certain limits, be made based upon the credit judgment of the lending
officer. The Lenders periodically conduct quality audits to ensure compliance
with their established policies and procedures.
CFC's underwriting guidelines relate to a category of lending in which loans
may be made to applicants who have experienced certain adverse credit events
(and therefore would not necessarily meet all of the Bank's guidelines for its
traditional loan program) but who meet certain other creditworthiness tests.
Such loans may experience higher rates of delinquencies, repossessions and
losses, especially under adverse economic conditions, as compared with loans
originated pursuant to the Bank's traditional lending program.
SELECTION CRITERIA
The Receivables were selected from the Lenders' portfolios on the basis of a
number of criteria, including the following: each Receivable (i) has an original
term to maturity of to months, (ii) has a maturity of not later than
, (iii) except with respect to the Balloon Receivables, provides for
level monthly payments that fully amortize the amount financed over the original
term, (iv) was not more than days past due as of the Cut-Off Date and (v) has
an unpaid principal balance of not less than $ . The weighted average
remaining term (number of payments) of the Receivables was months as of the
Cut-Off Date.
All the Receivables are prepayable at any time. Neither Lender maintains
records of the historical prepayment experience of its automobile receivables
portfolio, and no prediction can be made as to the actual prepayment experience
on the Receivables. See also "The Certificates -- Optional Termination"
regarding the Servicer's option to purchase the Receivables when the Pool
Balance is % or less of the Original Certificate Principal Balance.
The Receivables are simple interest installment sales contracts and
installment loans which provide for equal monthly payments, except for % of
the Receivables (as a percentage of the initial Pool Balance) with respect to
which the last scheduled monthly payment of each such Receivable is
significantly larger than any prior scheduled monthly payment (each such
Receivable, a "Balloon Receivable"). As payments are received under a simple
interest receivable, interest accrued to date is paid first and the remaining
payment is applied to reduce the unpaid principal balance. Accordingly, if an
obligor pays a fixed monthly installment before its due date, the portion of the
payment allocable to interest for the period since the preceding payment will be
less than it would have been had the payment been made on the due date, and the
portion of the payment applied to reduce the principal balance will be
correspondingly greater. Conversely, if an obligor pays a fixed monthly
installment after its due date, the portion of the payment allocable to interest
for the period since the preceding payment will be greater than it would have
been had the payment been made on the due date, and the portion of the payment
applied to reduce the principal balance will be correspondingly less, in which
case a larger portion of the principal balance will be due on the final
scheduled payment date. In the case of a liquidation or repossession, amounts
recovered are applied first to the expenses of repossession, then to unpaid
interest and finally to unpaid principal.
The composition, distribution by APR and geographical distribution of the
Receivables as of the Cut-Off Date are as set forth in the following tables.
14
<PAGE>
COMPOSITION OF THE RECEIVABLES
<TABLE>
<S> <C>
Initial Aggregate Principal Balance......................... $
Number of Receivables.......................................
Average Original Principal Balance.......................... $
Range of Original Principal Balances...................... $ to
Average Remaining Principal Balance......................... $
Range of Remaining Principal Balances..................... $ to
Weighted Average APR........................................ %
Range of APRs............................................. % to %
Weighted Average Original Terms to Maturity................. months
Range of Original Terms to Maturity....................... months to months
Weighted Average Remaining Terms to Maturity................ months
Range of Remaining Terms of Maturity...................... months to months
</TABLE>
DISTRIBUTION OF THE RECEIVABLES BY APR AS OF THE CUT-OFF DATE
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
NUMBER OF NUMBER OF AGGREGATE AGGREGATE
RANGE OF APRS RECEIVABLES RECEIVABLES PRINCIPAL BALANCE PRINCIPAL BALANCE
- ------------------------------------------------ ----------- ------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Less than %................................. % $ %
% to %................................... % %
% to %................................... % %
% to %................................... % %
% to %................................... % %
% to %.................................. % %
% to %.................................. % %
% to %.................................. % %
% to %.................................. % %
% to %.................................. % %
% to %.................................. % %
% to %.................................. % %
% to %.................................. % %
% to %.................................. % %
% to %.................................. % %
% to %.................................. % %
% to %.................................. % %
% to %.................................. % %
% to %.................................. % %
% and above................................. % %
----------- ------ ----------------- ------
Total....................................... % $ %
----------- ------ ----------------- ------
----------- ------ ----------------- ------
</TABLE>
15
<PAGE>
GEOGRAPHIC DISTRIBUTION OF THE RECEIVABLES AS OF THE CUT-OFF DATE
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
NUMBER OF NUMBER OF AGGREGATE AGGREGATE
STATE (1) RECEIVABLES RECEIVABLES PRINCIPAL BALANCE PRINCIPAL BALANCE
- ------------------------------------------------ ----------- ------------- ----------------- -----------------
<S> <C> <C> <C> <C>
........................................ % $ %
........................................ % %
........................................ % %
........................................ % %
----------- ------ ----------------- ------
Total....................................... % $ %
----------- ------ ----------------- ------
----------- ------ ----------------- ------
</TABLE>
- ------------------------
(1) Based upon the billing addresses of the Obligors.
DISTRIBUTION OF THE RECEIVABLES BY REMAINING PRINCIPAL BALANCE AS OF THE CUT-OFF
DATE
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
NUMBER OF NUMBER OF AGGREGATE AGGREGATE
RANGE OF REMAINING PRINCIPAL BALANCES RECEIVABLES RECEIVABLES PRINCIPAL BALANCE PRINCIPAL BALANCE
- ------------------------------------------------ ----------- ------------- ----------------- -----------------
<S> <C> <C> <C> <C>
$ to $ ............................ % $ %
$ to $ ............................ % %
$ to $ ............................ % %
$ to $ ............................ % %
$ to $ ........................... % %
$ to $ ........................... % %
$ to $ ........................... % %
$ to $ ........................... % %
$ to $ ........................... % %
$ to $ ........................... % %
$ to $ ........................... % %
$ to $ ........................... % %
$ to $ ........................... % %
$ to $ ........................... % %
$ to $ ........................... % %
$ to $ ........................... % %
----------- ------ ----------------- ------
Total....................................... % $ %
----------- ------ ----------------- ------
----------- ------ ----------------- ------
</TABLE>
DISTRIBUTION OF THE RECEIVABLES BY REMAINING TERMS TO MATURITY AS OF THE CUT-OFF
DATE
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
NUMBER OF NUMBER OF AGGREGATE AGGREGATE
RANGE OF REMAINING TERMS TO MATURITY RECEIVABLES RECEIVABLES PRINCIPAL BALANCE PRINCIPAL BALANCE
- ------------------------------------------------ ----------- ------------- ----------------- -----------------
<S> <C> <C> <C> <C>
......................................... % $ %
to ......................................... % %
to ......................................... % %
to ......................................... % %
to ......................................... % %
to ......................................... % %
to ......................................... % %
to ......................................... % %
to ......................................... % %
----------- ------ ----------------- ------
Total......................................... % $ %
----------- ------ ----------------- ------
----------- ------ ----------------- ------
</TABLE>
16
<PAGE>
THE SELLER AND THE SERVICER
GENERAL
The Seller, which is one of the Lenders, is a federally chartered stock
savings bank. The Seller's executive offices are located at 8401 Connecticut
Avenue, Chevy Chase, Maryland 20815, and the Seller's telephone number is (301)
986-7000. The Seller is subject to comprehensive regulation, examination and
supervision by the Office of Thrift Supervision (the "OTS") within the
Department of the Treasury and the Federal Deposit Insurance Corporation (the
"FDIC"). Deposits at the Seller are fully insured up to $100,000 per insured
depositor by the Savings Association Insurance Fund ("SAIF"), which is
administered by the FDIC.
At March 31, 1996, the Bank had consolidated assets of approximately $5.1
billion, deposits of approximately $4.3 billion, and stockholders' equity of
approximately $344.5 million. As a savings bank chartered under the laws of the
United States, the Bank is subject to certain minimum regulatory capital
requirements imposed under the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, as amended ("FIRREA"). At March 31, 1996, the Bank was
in compliance with all such regulatory capital requirements in effect at that
date. In addition, the Bank's capital ratios at March 31, 1996 were sufficient
for the bank to meet the ratios established for "well capitalized" institutions
pursuant to "prompt corrective action" regulations promulgated by the OTS
pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991.
On the basis of its balance sheet at March 31, 1996, the Bank also met the
FIRREA-mandated fully phased-in capital requirements (which take into account
the phase-out of certain assets from regulatory capital over a period ending
June 30, 1996) and, on a fully phased-in basis, met the capital standards
established for "well-capitalized" institutions under the prompt corrective
action regulations.
Because of the continued improvement in the financial condition of the Bank,
on March 29, 1996, the OTS released the Bank from certain restrictions and
requirements contained in an agreement with the OTS, which had been amended in
October 1993. In connection with the termination of the written agreement at the
request of the OTS, the Board of Directors of the Bank has adopted a resolution
that addresses certain issues previously addressed by the written agreement. The
resolution also provides that the Bank will present a plan annually to the OTS
detailing anticipated consumer loan securitization activity.
Institutions insured by the SAIF, including the Bank, pay higher deposit
insurance premiums than similarly-situated institutions insured by the Bank
Insurance Fund ("BIF"). Legislation designed to reduce or eliminate the
disparity between BIF and SAIF insurance premiums by, among other things,
imposing on thrift institutions, including the Bank, a one-time assessment
estimated to be up to 85 basis points on their SAIF-insured deposits to
capitalize the SAIF was included in budget legislation which passed Congress in
November 1995 and was vetoed for other reasons by President Clinton in December
1995. This legislation would also eliminate a provision of the Internal Revenue
Code that permits thrifts that meet certain requirements, including the Bank, to
establish reserves for bad debts and to deduct each year reasonable additions to
those reserves in lieu of taking a deduction for bad debts actually sustained
during the taxable year. Congress is also considering legislation which would,
among other things: (i) abolish the OTS and transfer its functions to other
agencies, and (ii) require federally chartered thrifts, including the Bank, to
convert to national bank or state bank charters or thrift charters. It cannot be
determined whether, or in what form, such legislation will eventually be
enacted.
The other Lender, CFC, is a wholly-owned subsidiary of the Seller, formed in
December 1994 for the purpose of providing automobile financing to applicants
who may have experienced certain adverse credit events. See "The Receivables
Pool."
DELINQUENCY AND DEFAULT EXPERIENCE
There can be no assurance that the levels of delinquency and loss experience
reflected in the tables below, are indicative of the performance of the
Receivables included in the Trust.
17
<PAGE>
CHEVY CHASE BANK, F.S.B.
DELINQUENCY EXPERIENCE
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
-----------------------------------------------------------------------------------------------
1992 1993 1994 1995
---------------------------- -------------------------- -------------------------- ---------
DOLLAR PERCENTAGE OF DOLLAR PERCENTAGE OF DOLLAR PERCENTAGE OF DOLLAR
AMOUNT TOTAL AMOUNT TOTAL AMOUNT TOTAL AMOUNT
(000) RECEIVABLES (000) RECEIVABLES (000) RECEIVABLES (000)
----------- --------------- --------- --------------- --------- --------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Receivables
Outstanding(1)................... $ 84,533 $ 166,307 $ 299,096 $
DELINQUENCIES:(2)(3)
30-59 Days........................ $ 1,469 1.74% $ 1,210 0.73% $ 4,074 1.36% $
60-89 Days........................ 237 0.28% 223 0.13% 729 0.24%
90 days or more................... 328 0.39% 226 0.14% 1,209 0.40%
----------- --- --------- --- --------- --- ---------
Total Delinquencies............... $ 2,034 2.41% $ 1,659 1.00% $ 6,012 2.00% $
----------- --- --------- --- --------- --- ---------
----------- --- --------- --- --------- --- ---------
<CAPTION>
AS OF [MARCH 31, 1996]
--------------------------
PERCENTAGE OF DOLLAR PERCENTAGE OF
TOTAL AMOUNT TOTAL
RECEIVABLES (000) RECEIVABLES
--------------- --------- ---------------
<S> <C> <C> <C>
Receivables
Outstanding(1)................... $
DELINQUENCIES:(2)(3)
30-59 Days........................ % $ %
60-89 Days........................ % %
90 days or more................... % %
--- --------- ---
Total Delinquencies............... % $ %(4)
--- --------- ---
--- --------- ---
</TABLE>
- ------------------------------
(1) Total Seller Portfolio is the net remaining principal balance.
(2) The period of delinquency is based on the number of days payments are
contractually past due.
(3) Includes repossessions in inventory.
(4) Management of the Servicer believes that the recent decline in delinquent
balances can be attributed to a number of factors, primarily (a) increased
staffing in the servicing department, including an increase in the number of
collectors in relation to the number of loans serviced, and (b) the use of
the Servicer's normal and customary servicing and collection procedures
which include providing extensions in certain circumstances. The Servicer
grants an extension to the borrower when, combined with payments by the
borrower, such extension brings the loan current. In the judgment of the
Servicer, such an extension will not cause an increased risk of default on
the loan.
CHEVY CHASE BANK, F.S.B.
LOSS EXPERIENCE
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------------------------------
1992 1993 1994 1995
---------------------------- -------------------------- -------------------------- ---------
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
DOLLAR AVERAGE DOLLAR AVERAGE DOLLAR AVERAGE DOLLAR
AMOUNT RECEIVABLES AMOUNT RECEIVABLES AMOUNT RECEIVABLES AMOUNT
(000) OUTSTANDING (000) OUTSTANDING (000) OUTSTANDING (000)
----------- --------------- --------- --------------- --------- --------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Average Receivables
Outstanding(1)............... $ 90,271 $ 116,475 $ 245,295 $
----------- --------- --------- ---------
Gross Charge-offs(2).......... $ 811 0.90% $ 627 0.54% $ 766 0.31% $
Recoveries(4)................. 103 0.12% 115 0.10% 219 0.09%
----------- --- --------- --- --------- --- ---------
Net Losses.................... $ 708 0.78% $ 512 0.44% $ 547 0.22% $
----------- --- --------- --- --------- --- ---------
----------- --- --------- --- --------- --- ---------
<CAPTION>
FOR THE [THREE] MONTHS
ENDED [MARCH 31, 1996]
--------------------------
PERCENTAGE OF PERCENTAGE OF
AVERAGE DOLLAR AVERAGE
RECEIVABLES AMOUNT RECEIVABLES
OUTSTANDING (000) OUTSTANDING
--------------- --------- ---------------
<S> <C> <C> <C>
Average Receivables
Outstanding(1)............... $
---------
Gross Charge-offs(2).......... % $ %(3)
Recoveries(4)................. % %(3)
--- --------- ---
Net Losses.................... % $ %(3)
--- --------- ---
--- --------- ---
</TABLE>
- ------------------------------
(1) Equals the arithmetic average of the month-end balances.
(2) Gross Charge-offs represent the excess of the outstanding loan balance over
net liquidation proceeds, where net liquidation proceeds are the excess of
liquidation proceeds over the sum of repossession, liquidation and other
related expenses.
(3) Annualized.
(4) Includes current post-disposition recoveries on receivables previously
charged off.
18
<PAGE>
CONSUMER FINANCE CORPORATION
DELINQUENCY EXPERIENCE
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1995 AS OF [MARCH 31,
1996]
------------------------ ------------------------
<S> <C> <C> <C> <C>
DOLLAR PERCENTAGE OF DOLLAR PERCENTAGE OF
AMOUNT TOTAL AMOUNT TOTAL
(000) RECEIVABLES (000) RECEIVABLES
--------- ------------- --------- -------------
Receivables
Outstanding(1)......................................................... $
Delinquencies(2)(3):
30 - 59 Days............................................................ $ %
60 - 89 Days............................................................ %
90 days or more......................................................... %
--------- --- --------- ---
Total Delinquencies..................................................... $ %
--------- --- --------- ---
--------- --- --------- ---
</TABLE>
- ------------------------------
(1) Receivables Outstanding consists of all amounts due from obligors as posted
to the related accounts.
(2) The period of delinquency is based on the number of days payments are
contractually past due.
(3) Includes repossessions in inventory.
CONSUMER FINANCE CORPORATION
LOSS EXPERIENCE
<TABLE>
<CAPTION>
FOR THE [THREE] MONTHS
AS OF DECEMBER 31, 1995 ENDED [MARCH 31,
1996]
------------------------ --------------------------------
<S> <C> <C> <C> <C>
DOLLAR PERCENTAGE OF DOLLAR PERCENTAGE OF
AMOUNT TOTAL AMOUNT AVERAGE RECEIVABLES
(000) RECEIVABLES (000) OUTSTANDING
--------- ------------- --------- ---------------------
Average Receivables
Outstanding(1).................................................. $
Gross Charge-offs(2)............................................. $ %(3)
Recoveries(4).................................................... %(3)
Net Losses....................................................... $ %(3)
</TABLE>
- ------------------------
(1) Equals the arithmetic average of the month-end balances.
(2) Gross Charge-offs represent the excess of the outstanding loan balance over
net liquidation proceeds, where net liquidation proceeds are the excess of
liquidation proceeds over the sum of repossession, liquidation and other
related expenses.
(3) Annualized.
(4) Includes current post-disposition recoveries on receivables previously
charged off.
19
<PAGE>
LITIGATION
The Seller is not involved in any legal proceedings, and is not aware of any
pending or threatened legal proceedings, that would have a material adverse
effect upon its financial condition or results of operations.
THE CERTIFICATES
The Certificates will be issued pursuant to the Pooling Agreement to be
entered into by the Servicer, the Seller and the Trustee. The Trustee will
provide a copy of the Pooling Agreement to Certificateholders without charge on
written request addressed to its Corporate Trust Department at
.
The following summary describes certain terms of the Pooling Agreement, does
not purport to be complete and is subject to and qualified in its entirety by
reference to the Pooling Agreement. Wherever provisions of the Pooling Agreement
are referred to, such provisions are hereby incorporated herein by reference.
GENERAL
The Certificates will be offered for purchase in denominations of $1,000 and
integral multiples thereof and will be represented initially by physical
certificates registered in the name of Cede as nominee of DTC. No Certificate
Owner will be entitled to receive a definitive certificate representing such
person's interest in the Trust except in the event that Definitive Certificates
are issued under the limited circumstances described herein. Unless and until
Definitive Certificates are issued, all references to actions by
Certificateholders shall refer to actions taken by DTC upon instructions from
DTC Participants and all references to distributions, notices, reports, and
statements to Certificateholders shall refer to distributions, notices, reports,
and statements to DTC. See "-- Book-Entry Registration" and "-- Definitive
Certificates."
In general, it is intended that Certificateholders receive, on each
Distribution Date, an amount of principal equal to the decrease in the Pool
Balance from the beginning to the end of the related Collection Period, plus
interest at one-twelfth of the Pass-Through Rate on the Certificate Principal
Balance immediately prior to such Distribution Date. See "-- Flow of Funds."
Principal and interest to be distributed to Certificateholders may be provided
by payments made by or on behalf of Obligors, the payment of Purchase Amounts by
the Seller or the Servicer, amounts, if any, from the Reserve Account and the
Yield Maintenance Account, proceeds from physical damage insurance, Liquidation
Proceeds (net of certain Servicer expenses) upon the repossession and sale of
Vehicles or Recoveries (net of certain Servicer expenses) after the repossession
and sale of Vehicles and any Insured Payments remitted by the Certificate
Insurer under the Certificate Insurance Policy. See "The Certificate Insurance
Policy."
Distribution of principal and interest on the Certificates with respect to
each Collection Period will be made on the Distribution Date immediately
succeeding such Collection Period, commencing on , 1996. Each
Collection Period will be one calendar month.
BOOK-ENTRY REGISTRATION
The Certificates will be book-entry certificates (the "Book-Entry
Certificates"). The Beneficial Owners may elect to hold their Certificates
through DTC (in the United States), or CEDEL or Euroclear (in Europe) if they
are participants of such systems ("Participants"), or indirectly through
organizations which are Participants in such systems. The Book-Entry
Certificates will initially be registered in the name of Cede, the nominee of
DTC. CEDEL and Euroclear will hold omnibus positions on behalf of their
Participants through customers' securities accounts in CEDEL's and Euroclear's
names on the books of their respective depositaries which in turn will hold such
positions in customers' securities accounts in the depositaries' names on the
books of DTC. Citibank, N.A. ("Citibank") will act as depositary for CEDEL and
Chemical Bank, New York will act as depositary for Euroclear (in such
capacities, individually, the "Relevant Depositary" and collectively the
"European Depositaries"). Unless and until Definitive Certificates are issued,
it is anticipated that the only "Certificateholder" of the Certificates will be
Cede, as nominee of DTC. Beneficial Owners will not be the Certificateholders as
that term is used in the Pooling Agreement. Beneficial Owners are only permitted
to exercise their rights indirectly through Participants and DTC.
20
<PAGE>
A 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).
Beneficial Owners will receive all distributions of principal of, and
interest on, the Certificates from the Trustee through DTC and DTC Participants.
While such 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
such Certificates and is required to receive and transmit distributions of
principal of, and interest on, such Certificates. Participants and indirect
participants with whom Beneficial Owners have accounts with respect to
Certificates are similarly required to make book-entry transfers and receive and
transmit such distributions on behalf of their respective Beneficial Owners.
Accordingly, although Beneficial Owners will not possess certificates, the Rules
provide a mechanism by which Beneficial Owners will receive distributions and
will be able to transfer their interest.
Beneficial Owners will not receive or be entitled to receive certificates
representing their respective interests in the Certificates, except under the
limited circumstances described below. Unless and until Definitive Certificates
are issued, Beneficial Owners who are not Participants may transfer ownership of
Certificates only through Participants and indirect participants by instructing
such Participants and indirect participants to transfer such Certificates, by
book-entry transfer, through DTC for the account of the purchasers of such
Certificates, which account is maintained with their respective Participants.
Under the Rules and in accordance with DTC's normal procedures, transfers of
ownership of such 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 Beneficial
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 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
settlements in DTC. For information with respect to tax documentation procedures
relating to the Certificates, see "Certain Federal Income Tax Consequences --
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 to this Prospectus.
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
21
<PAGE>
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 is a limited purpose trust company organized under the laws of the State
of New York, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York UCC and a "clearing agency" registered
pursuant to Section 17A of the Exchange Act. DTC was created to hold securities
for its participating organization ("DTC Participants") and to facilitate the
clearance and settlement of securities transactions between DTC Participants
through electronic book-entries, thereby eliminating the need for physical
movement of notes or certificates. DTC Participants include securities brokers
and dealers, banks, trust companies and clearing corporations. Indirect access
to the DTC system also is available to others such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a DTC Participant, either directly or indirectly ("Indirect DTC Participants").
In general, Beneficial Owners will be subject to the Rules, as in effect from
time to time.
CEDEL is incorporated under the laws of Luxembourg as a professional
depository. CEDEL holds securities for its participant organizations ("CEDEL
Participants") and facilitates the clearance and settlement of securities
transactions between CEDEL Participants through electronic book-entry changes in
accounts of CEDEL Participants, thereby eliminating the need for physical
movement of certificates. Transactions may be settled in CEDEL in any of 28
currencies, including United States dollars. CEDEL provides to its CEDEL
Participants, among other things, services for safekeeping, administration,
clearance and settlement of internationally traded securities and securities
lending and borrowing. CEDEL interfaces with domestic markets in several
countries. As a professional depository, CEDEL is subject to regulation by the
Luxembourg Monetary Institute. CEDEL Participants are recognized financial
institutions around the world, including underwriters, securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations. Indirect access to CEDEL is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a CEDEL Participant, either directly or indirectly.
Euroclear was created in 1968 to hold securities for participants of
Euroclear ("Euroclear Participants") and to clear and settle transactions
between Euroclear Participants through simultaneous electronic book-entry
delivery against payment, thereby eliminating the need for physical movement of
certificates and any risk from lack of simultaneous transfers of securities and
cash. Transactions may now be settled in any of 27 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
Guarantee Trust Company of New York (the "Euroclear Operator"), under contract
with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the
"Cooperative"). All operations are conducted by the Euroclear Operator, and all
Euroclear Securities clearance accounts and Euroclear cash accounts are accounts
with the Euroclear operator, not the Cooperative. The Cooperative establishes
policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants
include banks (including central banks), securities brokers and 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
22
<PAGE>
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 Payment
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 payment 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 proce-
dures, to the extent received by the Relevant Depositary. Such distributions
will be subject to tax reporting in accordance with relevant United States tax
laws and regulations. Because DTC can only act on behalf of Financial
Intermediaries, the ability of a 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 provided by the Servicer to Cede, as
nominee of DTC, may be made available to Beneficial Owners upon request, in
accordance with the Rules, 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 Pooling Agreement only at the direction of one
or more DTC Participants to whose DTC accounts the Book-Entry Certificates are
credited. CEDEL or the Euroclear Operator, as the case may be, will take any
action permitted to be taken by a Certificateholder under the Pooling 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.
Although DTC, CEDEL and Euroclear have agreed to the foregoing procedures in
order to facilitate transfers of certificates among Participants of DTC, CEDEL
and Euroclear, they are under no obligation to perform or continue to perform
such procedures, and such procedures may be discontinued at any time.
DEFINITIVE CERTIFICATES
The Certificates will be issued in fully registered, certificated form
("Definitive Certificates") to the Beneficial Owners or their nominees, rather
than to DTC or its nominee, only if (i) the Trustee advises the Beneficial
Owners in writing that DTC is no longer willing or able to discharge properly
its responsibilities as depository with respect to such securities and such
Trustee is unable to locate a qualified successor, (ii) such Trustee, at its
option, elects to terminate the book-entry-system through DTC or (iii) after the
occurrence of a Servicer Default, the Beneficial Owners representing at least a
majority of the outstanding principal amount of such Certificates advise the
Trustee through DTC in writing that the continuation of a book-entry system
through DTC (or a successor thereto) is no longer in the best interests of the
Beneficial Owners.
Upon the occurrence of any event described in the immediately preceding
paragraph, the Trustee is required to notify all Participants of the
availability through DTC of Definitive Certificates. Upon surrender by DTC of
the global certificate or the certificates representing the Certificates and
receipt by the Trustee of instructions for re-registration, the Trustee will
reissue the Certificates as Definitive Certificates to the Beneficial Owners,
and thereafter the Trustee will recognize the holders of such Definitive
Certificates as Certificateholders under the Pooling Agreement ("Holders").
23
<PAGE>
Distributions of principal of, and interest on, Definitive Certificates will
be made by the Trustee in accordance with the procedures set forth in the
Pooling Agreement directly to Holders in whose names the Definitive Certificates
were registered at the close of business on the applicable Record Date. Such
distributions will be made by check mailed to the address of such Holder as it
appears on the register maintained by the Trustee. The final payment on any
Definitive Certificate, however, will be made only upon presentation and
surrender of such Definitive Certificate at the office or agency specified in
the notice of final distribution to the applicable Certificateholders.
Definitive Certificates will be transferable and exchangeable at the offices
of the Trustee. No service charge will be imposed for any registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge imposed in connection therewith.
CONVEYANCE OF RECEIVABLES
On the Closing Date, the Seller will sell, transfer, assign, set over and
otherwise convey to the Trustee, without recourse (except as expressly set forth
in the Pooling Agreement), all of its right, title and interest in and to the
Receivables, including its security interests in the Vehicles. CFC will convey
the CFC Receivables to the Seller prior to such sale and assignment. The Trustee
will, concurrently with such sale and assignment, execute, authenticate and
deliver the definitive certificates representing the Certificates to the
Underwriters against payment to the Seller of the net purchase price of the sale
of the Certificates.
In the Pooling Agreement, the Seller will represent and warrant to the
Trustee, among other things, that (i) the information provided with respect to
Receivables is correct in all material respects; (ii) the Obligor on each
Receivable is required to obtain physical damage and theft insurance in
accordance with Seller's normal requirements; (iii) at the date of issuance of
the Certificates, the Receivables are free and clear of all security interests,
liens, charges, and encumbrances and no setoffs, defenses, or counterclaims
against the Seller have been asserted or threatened (other than the interest of
the Trustee); (iv) on the Closing Date, each of the Receivables is or will be
secured by a first priority perfected security interest in the Vehicle in favor
of the applicable Lender; and (v) each Receivable, at the time it was
originated, complied, and on the Closing Date complies, in all material
respects, with applicable federal and state laws, including consumer credit,
truth in lending, equal credit opportunity, and disclosure laws. The only
recourse the Trustee and the Certificateholders will have against the Seller for
breach or failure to be true of any of the representations and warranties
contained in the Pooling Agreement with respect to a Receivable will be to
require the Seller to repurchase the Receivable. See "-- Mandatory Repurchase of
Receivables."
To assure uniform quality in servicing the Receivables and to reduce
administrative costs, the Trustee will appoint the Servicer as initial custodian
of the Receivables. The Servicer, in its capacity as custodian, will hold the
Receivables and all electronic entries, documents, instruments and writings
relating thereto (each, a "Receivable File"), either directly or through
sub-servicers, on behalf of the Trustee for the benefit of Certificateholders
and the Certificate Insurer. The Receivables will not be stamped or otherwise
marked to reflect the sale and assignment of the Receivables to the Trust and
will not be segregated from other receivables held by the Servicer or the
subservicers. However, Uniform Commercial Code (the "UCC") financing statements
reflecting the sale and assignment of the Receivables by the Seller to the
Trustee will be filed, and the Servicer's accounting records and computer
systems will be marked to reflect such sale and assignment. See "Formation of
the Trust" and "Certain Legal Aspects of the Receivables." Pursuant to the terms
of the Pooling Agreement, the Servicer will be required to file continuation
statements relating to such UCC financing statements in order to maintain the
perfected security interest of the Trust in the Receivables. The Servicer may
designate CFC to act as Custodian with respect to Receivables Files relating to
the CFC Receivables.
SERVICING PROCEDURES
The Receivables will be serviced by the Servicer pursuant to the Pooling
Agreement. The Servicer may designate CFC to act as sub-servicer with respect to
the CFC Receivables, although such designation will not relieve the Servicer
from its servicing obligations with respect to such CFC Receivables. The Pooling
Agreement requires that servicing of the Receivables by the Servicer shall
generally be carried out in the same manner in which it services receivables and
vehicles held for its own account. In performing its duties
24
<PAGE>
hereunder, the Servicer will act on behalf and for the benefit of the Trustee
and the Holders and the Certificate Insurer, subject at all times to the
provisions of the Pooling Agreement, without regard to any relationship which
the Servicer or any affiliate of the Servicer may otherwise have with an
Obligor.
CFC's collection procedures differ in certain respects from those employed
by the Bank. On an obligor's fifth day of delinquency, CFC sends a late payment
notice and begins the collection process, while the Bank initiates these steps
on the obligor's tenth day of delinquency. CFC's collections department is
staffed to have one collector for every 800 loans outstanding, compared to the
Bank's ratio of one collector for every 3,000 loans outstanding. In general, CFC
initiates the repossession process by the 25th day of delinquency, while the
Bank begins this process by the 35th day of delinquency.
The Servicer, as an independent contractor on behalf of the Trust and for
the benefit of the Certificateholders and the Certificate Insurer, will be
responsible for managing, servicing and administering the Receivables and
enforcing and making collections on the Receivables and any Insurance Policies
and for enforcing any security interest in any of the Vehicles, all as set forth
in the Pooling Agreement. The Servicer's responsibilities will include
collecting and posting of all payments, responding to inquiries of Obligors,
investigating delinquencies, accounting for collections, furnishing monthly and
annual statements to the Trustee and the Certificate Insurer, with respect to
distributions, providing appropriate federal income tax information for use in
providing information to Certificateholders, collecting and remitting sales and
property taxes on behalf of taxing authorities and maintaining the perfected
security interest of the Seller in the Vehicles.
SERVICING COMPENSATION AND PAYMENT OF EXPENSES
For its servicing of the Receivables, the Servicer will be entitled to
retain from collections on the Receivables a Servicing Fee equal to one-twelfth
of the product of (i) % and (ii) the Pool Balance of all Receivables as of
the first day of the immediately preceding Collection Period. A portion of such
Servicing Fee may be paid over to CFC with respect to its sub-servicing of the
CFC Receivables.
All costs of servicing each Receivable in the manner required by the Pooling
Agreement shall be borne by the Servicer, but the Servicer shall be entitled to
retain, out of any amounts actually recovered with respect to any Defaulted
Receivable or the Vehicles subject thereto, the Servicer's actual out-of-pocket
expenses reasonably incurred with respect to such Defaulted Receivable or
Vehicle.
MANDATORY REPURCHASE OF RECEIVABLES
In the event of a breach or failure to be true of any representation or
warranty with respect to the Receivables described in "-- Conveyance of
Receivables," which breach or failure materially and adversely affects a
Receivable or the interests of the Trust, the Certificateholders or the
Certificate Insurer in such Receivable, the Seller, unless such breach or
failure has been cured by the last day of the Collection Period following the
Collection Period during which the Seller becomes aware of, or receives written
notice from the Trustee or the Servicer of, such breach or failure, will be
required to repurchase, as of such day (or, at Seller's option, as of the last
day of the month in which such breach was discovered), the Receivable from the
Trustee for the Purchase Amount. The Purchase Amount is payable on the
Determination Date in such subsequent Collection Period. The repurchase
obligation will constitute the sole remedy available to the Certificateholders
or the Trustee against the Seller for any such uncured breach of failure.
The "Purchase Amount" of any Receivable means, with respect to any
Distribution Date an amount equal to the sum of (a) the outstanding principal
balance of such Receivable as of the last day of the preceding Collection Period
and (b) the amount of accrued interest on such principal balance at the related
APR from the date a payment was last made by or on behalf of the Obligor through
the Determination Date immediately preceding such Distribution Date, and after
giving effect to the receipt of monies collected on such Receivable in such
preceding Collection Period.
ACCOUNTS
On the Closing Date, the Trustee will establish the Collection Account, into
which all payments (other than amounts representing the Servicing Fee and other
amounts payable to the Servicer as additional servicing compensation) made on or
with respect to the Receivables will be deposited, and the Certificate
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Account, from which all distributions with respect to the Receivables and the
Certificates will be made. The Seller will establish the Reserve Account and the
Yield Maintenance Account with the Trustee. The Collection Account, the
Certificate Account, the Reserve Account and the Yield Maintenance Account are
collectively referred to as the "Accounts." Each Account will be established in
the name of the Trustee on behalf of the Trust, the Certificateholders and the
Certificate Insurer. The Reserve Account and the Yield Maintenance Account will
not be assets of the Trust, although such accounts will be pledged to the Trust.
Any net investment earnings on the Yield Maintenance Account will be released to
the Seller on each Distribution Date.
On each Distribution Date, as described under "Flow of Funds," certain
amounts are required to be deposited in the Reserve Account. No later than the
Claim Date, amounts, if any, on deposit in the Reserve Account will be deposited
in the Certificate Account to the extent that Required Payments for the
following Distribution Date exceed Available Funds. Amounts on deposit in the
Reserve Account that are in excess of the Specified Reserve Balance will be
released to the Seller. The Certificate Insurer may, at its option and without
notice to, or the consent of, the Certificateholders, reduce the Specified
Reserve Balance.
Each Account will be maintained at all times in an Eligible Deposit Account.
"Eligible Deposit Account" means either (a) a segregated account with an
Eligible Bank or (b) a segregated trust account with the corporate trust
department of a depository institution with corporate trust powers organized
under the laws of the United States of America or any state thereof or the
District of Columbia (or any United States branch or agency of a foreign bank)
and whose deposits are insured by the FDIC, provided that such institution must
have a net worth in excess of $50,000,000 and must have a rating of Baa3 or
higher from Moody's and a rating of BBB- or higher from S&P with respect to
long-term deposit obligations.
"Eligible Bank" means any depository institution (which shall initially be
the Trustee), organized under the laws of the United States of America or any
one of the states thereof or the District of Columbia (or any United States
branch or agency of a foreign bank), which is subject to supervision and
examination by federal or state banking authorities and which at all times (a)
has a net worth in excess of $50,000,000 and (b) has either (i) a rating of P-1
from Moody's and A-1+ from S&P with respect to short-term deposit obligations,
or (ii) if such institution has issued long-term unsecured debt obligations, a
rating of A2 or higher from Moody's and AA from S&P with respect to long-term
unsecured debt obligations.
Funds in the Accounts will be invested as provided in the Pooling Agreement
in Eligible Investments at the direction of the Servicer. "Eligible Investments"
are generally limited to investments acceptable to the Rating Agencies as being
consistent with the rating of the Certificates and acceptable to the Certificate
Insurer. Eligible Investments must mature not later than the Business Day before
the date on which the funds invested in such Eligible Investments are required
to be withdrawn from the Accounts. Any earnings (net of losses and investment
expenses) on amounts on deposit in the Collection Account will be deposited into
the Collection Account and shall be available for distribution to the
Certificateholders.
The Servicer may deduct from amounts otherwise payable to the Collection
Account with respect to a Collection Period an amount equal to amounts
previously deposited by the Servicer into the Collection Account but later
determined to have resulted from mistaken deposits.
INDEMNIFICATION
The Pooling Agreement will provide that the Servicer will defend, indemnify
and hold harmless the Trustee, the Trust, the Certificateholders, and the
Certificate Insurer against any and all costs, expenses, losses, damages, claims
and liabilities, including reasonable fees and expenses of counsel and expenses
of litigation, reasonably incurred, arising out of or resulting from the use,
repossession or operation by the Servicer or any affiliate thereof of any
Vehicles; PROVIDED, HOWEVER, that the Servicer will have no obligation to
indemnify any person or entity against any credit loss on any Receivable
serviced by the Servicer in accordance with the requirements of the Pooling
Agreement. The Servicer will also indemnify, defend and hold harmless the Trust,
the Trustee and its officers, directors, employees and agents, and the
Certificate Insurer from and against any loss, liability, expense, damage or
injury, including any judgement, award, settlement, reasonable attorneys' fees
and other costs or expenses incurred in connection with the defense of
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any action, proceeding or claim, to the extent such loss, liability, expense,
damage or injury arises out of, or is imposed upon such persons through, the
willful misfeasance, bad faith or negligence of the Servicer in the performance
of its duties or by reason of its reckless disregard of its obligations and
duties as Servicer under the Pooling Agreement. The Seller's obligations, as
Servicer, to indemnify the Trust and the Certificateholders for acts or
omissions of the Seller as Servicer will survive the removal of the Servicer but
will not apply to any acts or omissions of a successor Servicer.
FLOW OF FUNDS
On or before the earlier of the Business Day or the calendar day
of each month (each, a "Determination Date"), the Servicer will (x) instruct the
Trustee to withdraw from the Collection Account and deposit into the Certificate
Account the amount deposited to the Collection Account with respect to the
Receivables during or otherwise with respect to the related Collection Period,
including Liquidation Proceeds, and (y) deliver to the Trustee, the Rating
Agencies and the Certificate Insurer a certificate (the "Servicer's
Certificate") setting forth the information needed to make payments and other
distributions and transfers on the upcoming Distribution Date.
If, in preparing the Servicer's Certificate, the Servicer determines that
the Required Payments exceed Available Funds, the Servicer will calculate the
Insufficiency Amount and notify the Trustee and the Certificate Insurer thereof.
Pursuant to the Pooling Agreement, the Trustee will withdraw from the Reserve
Account and deposit in the Certificate Account an amount equal to the lesser of
(x) such Insufficiency Amount and (y) the amount then on deposit in the Reserve
Account. Unless the Certificate Insurer has otherwise caused the remaining
Insufficiency Amount (after any deposits from the Reserve Account) to be
deposited in the Certificate Account not later than 12:00 p.m. time on
the Claim Date preceding any Distribution Date, the Trustee will deliver on such
Claim Date a completed Notice of Nonpayment to the Certificate Insurer (with the
Insufficiency Amount as of such Claim Date, the amount withdrawn from the
Reserve Account, the amount of the Insured Payment, and any other data
appropriately completed). The Certificate Insurer will then pay such Insured
Payment as of such Claim Date as provided under the terms of the Certificate
Insurance Policy.
On each Distribution Date, the Trustee is required to pay the entire amount
of money then on deposit in the Certificate Account, other than amounts
deposited into the Certificate Account in error and Liquidation Proceeds from
Receivables purchased by the Seller or the Servicer, as the case may be, in the
following order of priority:
(a) to itself, the Trustee fee;
(b) to the Certificate Insurer, an amount equal to any premium owed to
it for such Distribution Date;
(c) to the Certificateholders, pro rata, the Monthly Interest, including
any overdue Monthly Interest;
(d) to the Certificateholders, pro rata, the Monthly Principal,
including any overdue Monthly Principal;
(e) to the Certificate Insurer, by wire transfer of immediately
available funds to the account designated in writing by the Certificate
Insurer, the Reimbursement Amount, if any, then owed to the Certificate
Insurer;
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(f) to the Reserve Account, by wire transfer of immediately available
funds, the lesser of (i) the difference, if any, between (x) the Specified
Reserve Balance as of such Distribution Date and (y) the amount on deposit
in the Reserve Account and (ii) the aggregate amount remaining in the
Certificate Account;
(g) to the Servicer, the Trustee and the Certificate Insurer, certain
indemnification amounts to which they may be entitled; and
(h) to the Seller, the aggregate amount remaining in the Certificate
Account.
As used in this Prospectus, the following terms have the following meanings:
"Available Funds" means, with respect to a Distribution Date, for the
related Determination Date, any and all amounts then held in the Collection
Account and deposited thereto with respect to the Receivables during or
otherwise with respect to the related Collection Period, together with amounts
to be transferred from the Yield Maintenance Account to the Certificate Account
with respect to such Distribution Date, less the amount described in clauses (a)
and (b) above for such Distribution Date. "Available Funds" does not include
amounts, if any, on deposit in the Reserve Account or any amounts paid by the
Certificate Insurer under the Certificate Insurance Policy.
"Claim Date" means, with respect to a Distribution Date, the [second]
Business Day immediately preceding such Distribution Date.
"Defaulted Receivable" means, with respect to any Distribution Date, a
Receivable (i) with respect to which the related Obligor is contractually
delinquent for 180 days as of the end of the most recently completed Collection
Period or (ii) as to which the Servicer has determined in accordance with its
customary servicing practices that eventual payment of the scheduled payments is
unlikely.
"Insufficiency Amount" means, with respect to any Distribution Date, the
excess, if any, of (x) the Required Payments over (y) Available Funds.
"Liquidated Receivable" means a Defaulted Receivable with respect to which
the Servicer has determined that eventual payment in full is unlikely or has
repossessed and disposed of the related Vehicle.
"Liquidation Proceeds" means, with respect to any Liquidated Receivable and
Collection Period, the monies collected with respect to such Liquidated
Receivable during such Collection Period from whatever source (other than claims
under the Certificate Insurance Policy or withdrawals from the Reserve Account
or the Yield Maintenance Account), net of the sum of (i) any amounts expended by
the Servicer for the account of the Obligor and (ii) any amount required by law
to be remitted to the Obligor.
"Monthly Interest" for any Distribution Date will equal one-twelfth of the
product of the Pass-Through Rate on the Certificate Principal Balance
immediately prior to such Distribution Date; provided that on the first
Distribution Date the Certificateholders will receive interest accrued during
the period commencing on the Closing Date and ending on the day prior to such
first Distribution Date, calculated assuming a 360-day year consisting of twelve
30-day months.
"Monthly Principal" for any Distribution Date will equal the excess of (x)
the aggregate unpaid principal balances of the Receivables on the last day of
the second preceding Collection Period (or, in the case of the first
Distribution Date, the Original Certificate Principal Balance) over (y) the
aggregate unpaid principal balances of the Receivables on the last day of the
preceding Collection Period; PROVIDED, HOWEVER, that Monthly Principal on the
Final Scheduled Distribution Date will equal the Certificate Principal Balance
on such date. For the purpose of determining Monthly Principal, the unpaid
principal balance of a Defaulted Receivable or a Purchased Receivable is deemed
to be zero on and after the last day of the Collection Period in which such
Receivable became a Defaulted Receivable or a Purchased Receivable. In no event
shall the Monthly Principal to be distributed exceed the Certificate Principal
Balance.
"Pool Balance" means, with respect to any date of determination, the
aggregate outstanding principal balance of all the Receivables as of the close
of business on such date.
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"Purchased Receivable" means, with respect to a Distribution Date, a
Receivable purchased by the Seller or the Servicer on or prior to the
Determination Date immediately preceding such Distribution Date.
"Recoveries" means all amounts collected as judgments against an Obligor or
others related to the failure of such Obligor to pay any required amounts under
the related Receivable or to return the Vehicles, in each case as reduced by any
out-of-pocket expenses reasonably incurred by the Servicer in enforcing such
Receivable or in liquidating such Vehicles.
"Reimbursement Amount" means, with respect to any Distribution Date, the
aggregate of unreimbursed Insured Payments paid by the Certificate Insurer under
the Certificate Insurance Policy as of such Distribution Date, plus accrued
interest thereon at the Pass-Through Rate.
"Required Payments" means, with respect to any Distribution Date, the sum of
the Monthly Principal and Monthly Interest.
WITHHOLDING
The Trustee is required to comply with all federal income tax withholding
requirements respecting payments to Certificateholders of interest or original
issue discount with respect to the Certificates that the Trustee reasonably
believes are applicable under the Code. Foreign Owners will be subject to U.S.
income and withholding tax unless they provide certain certifications as
described under "Certain Federal Income Tax Consequences -- Foreign Owners." The
consent of neither the Certificateholders nor the Beneficial Owners will be
required for such withholding. In the event that the Trustee does withhold or
causes to be withheld any amount from interest or original issue discount
payments or advances thereof to any Certificateholders pursuant to federal
income tax withholding requirements, the Trustee is required to indicate the
amount withheld in its monthly report to such Certificateholders. If any
withholding or other tax is imposed by any jurisdiction, neither the
Certificateholders nor the Owners have any right to receive additional interest
or other amounts in consequence thereof.
REPORTS TO CERTIFICATEHOLDERS
On each Distribution Date, the Trustee will furnish or cause to be furnished
with each payment to Certificateholders, a statement (a "Monthly Report"), based
on information in the Servicer's Certificate, setting forth the following
information for such Distribution Date:
(a) the amount of the distribution allocable to principal, including any
overdue principal;
(b) the amount of the distribution allocable to interest, including any
overdue interest;
(c) the aggregate amount of fees and compensation received by the
Servicer and the Trustee for the Collection Period;
(d) the amount, if any, of Insured Payments with respect to such
Distribution Date;
(e) the amount, if any, withdrawn from the Reserve Account and the Yield
Maintenance Account with respect to such Distribution Date;
(f) the aggregate net losses on the Receivables for the related
Collection Period;
(g) the Pool Balance and the Pool Factor as of the end of the related
Collection Period;
(h) the aggregate principal balance of all Receivables which were
delinquent 30 days or more as of the last day of the related Collection
Period; and
(i) the Certificate Principal Balance as of such Distribution Date
(after giving effect to the distributions on such Distribution Date).
EVIDENCE AS TO COMPLIANCE
The Pooling Agreement requires that on or before December 31 of each year,
beginning December 31, 1997, the Servicer will deliver an officers' certificate
to the Trustee and the Certificate Insurer stating (i) a review of the
activities of the Servicer during the preceding 12-month period ended September
30 of such year (or such longer or shorter period since the date of this
Agreement) and of its performance under this
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Agreement has been made under such officers' supervision and (ii) to the best of
such officers' knowledge, based on such review, the Servicer has fulfilled all
of its obligations under the Pooling Agreement throughout such year, or, if
there has been a default in the fulfillment of any such obligation, specifying
each such default known to such officers and the nature and status thereof.
The Servicer shall cause a firm of independent certified public accountants
(who may also render other services to the Servicer) to deliver to the Trustee,
with a copy to the Rating Agencies and the Certificate Insurer and each holder
of the Certificates, within 90 days following the end of each fiscal year of the
Servicer, beginning with the Servicer's fiscal year ending September 30, 1997, a
written statement to the effect that such firm has read the monthly Servicer's
Certificates delivered pursuant to the Pooling Agreement with respect to each
Collection Period during such one-year or (longer or shorter) period and
reviewed the servicing of the Receivables by the Servicer and that such review
(1) included tests relating to automobile, light duty truck and van loans
serviced for others in accordance with the requirements of the Uniform Single
Audit Program for Mortgage Bankers, to the extent the procedures in such program
are applicable to the servicing obligations set forth in the Pooling Agreement,
and (2) except as described in the report, disclosed no exceptions or errors in
the records relating to automobile, light duty truck and van loans serviced for
others that, in the firm's opinion, paragraph four of such program requires such
firm to report.
OTHER SERVICING PROCEDURES
The Servicer will covenant in the Pooling Agreement that: (A) the Vehicle
securing each Receivable will not be released from the security interest granted
by the Receivable in whole or in part, except as contemplated by the Pooling
Agreement; (B) the Servicer will not impair in any material respect the rights
of the Trustee or the Certificateholders in the Receivables, certain rights
under agreements with Dealers related to breach of representations and
warranties of Dealers with respect to the Receivables, or any physical damage or
other insurance policy; and (C) the Servicer will not increase or decrease the
amount of payments or the amount financed under a Receivable, or change the APR
of a Receivable; PROVIDED, HOWEVER, that the Servicer may extend any Receivable
for credit-related reasons that would be acceptable to the Servicer with respect
to retail installment sales contracts and installment loans serviced by it for
its own account in accordance with its customary standards. However, if the
cumulative extensions with respect to any Receivable shall cause the term of any
such Receivable to extend beyond the last day of the Collection Period
immediately preceding the Final Scheduled Distribution Date, then the Servicer
shall be obligated to purchase such Receivable as of the last day of the
Collection Period following the Collection Period in which the extension was
made (or, at the Servicer's election, as of the last day of the Collection
Period or earlier under certain circumstances).
In the event of a breach by the Servicer of any covenant described above
that materially and adversely affects a Receivable or the interests of the Trust
and the Certificateholders in such Receivable, the Servicer, unless such breach
has been cured by the last day of the Collection Period following the Collection
Period during which the Servicer became aware of, or received written notice of,
such breach, will be required to purchase as of such day (or, at the Servicer's
election, as of the last day of the Collection Period during which such breach
was discovered) the Receivable from the Trustee for the Purchase Amount which
shall be paid on the Determination Date in such subsequent Collection Period or
earlier under certain circumstances. The purchase obligation will constitute the
sole remedy available to the Certificateholders or the Trustee against the
Servicer for any such uncured breach, except with respect to certain indemnities
of the Servicer under the Pooling Agreement related thereto. Payment of the
Purchase Amounts is not covered by the Certificate Insurance Policy.
The Pooling Agreement will also require the Servicer to charge off a
Receivable as a Defaulted Receivable in accordance with its customary standards
and to follow such of its normal collection practices and procedures as it deems
necessary or advisable, and that are consistent with the standard of care
required by the Pooling Agreement, to realize upon any Receivable. The Servicer
may sell the Vehicle securing such Receivable at a judicial sale or take any
other action permitted by applicable law. See "Certain Legal Aspects of the
Receivables." The net proceeds of such realization will be deposited into the
Collection Account at the time and in the manner described above.
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CERTAIN MATTERS REGARDING THE SERVICER
The Pooling Agreement will provide that the Servicer may not resign from its
obligations and duties as Servicer thereunder, except upon determination that
the performance by such Servicer of such duties is no longer permissible under
applicable law. No such resignation will become effective until the Trustee or a
successor servicer acceptable to the Certificate Insurer has assumed such
Servicer's servicing obligations and duties under the Pooling Agreement.
The Pooling Agreement will further provide that neither the Servicer nor any
of its respective directors, officers, employees, or agents shall be under any
liability to the Trust or the Certificateholders for taking any action or for
refraining from taking any action pursuant to the Pooling Agreement, or for
errors in judgment; PROVIDED, HOWEVER, that neither the Servicer nor any such
person will be protected against any liability that would otherwise be imposed
by reason of willful misfeasance, bad faith or negligence in the performance of
duties or by reason of reckless disregard of obligations and duties thereunder.
In addition, the Pooling Agreement will provide that the Servicer is under no
obligation to appear in, prosecute, or defend any legal action that is not
incidental to its servicing responsibilities under the Pooling Agreement and
that, in its opinion, may cause it to incur any expense or liability.
Under the circumstances specified in the Pooling Agreement, any entity into
which the Servicer may be merged or consolidated, or any entity resulting from
any merger or consolidation to which the Servicer is a party, or any entity
succeeding to the business of the Servicer or, with respect to its obligations
as Servicer, which corporation or other entity in each of the foregoing cases
assumes the obligations of the Servicer, will be the successor to the Servicer
under the Pooling Agreement.
SERVICER DEFAULT
Any of the following events will constitute a "Servicer Default" under the
Pooling Agreement: (i) any failure by the Servicer to deliver to the Trustee on
or before the Determination Date the Servicer's Certificate or to deliver to the
Trustee for distribution to the Certificateholders any required payment, which
failure continues unremedied for more than three Business Days after written
notice from (x) the Trustee, the Holders of Certificates evidencing not less
than 25% of the Certificate Principal Balance and the Certificate Insurer or (y)
the Certificate Insurer is received by the Servicer; (ii) any failure by the
Servicer or the Seller duly to observe or perform in any material respect any
other covenant or agreement of the Servicer or the Seller, as the case may be,
in the Pooling Agreement, which failure materially and adversely affects the
rights of the Certificateholders and which continues unremedied for more than 30
days after the giving of written notice of such failure (x) to the Servicer or
the Seller, as the case may be, by the Trustee and by the Certificate Insurer,
(y) to the Servicer or the Seller, as the case may be, and to the Trustee by the
Certificateholders evidencing not less than 25% of the Certificate Principal
Balance and by the Certificate Insurer or (z) by the Certificate Insurer; and
(iii) any Insolvency Event. An "Insolvency Event" shall mean financial
insolvency, readjustment of debt, marshalling of assets and liabilities, or
similar proceedings with respect to the Servicer and certain actions by the
Servicer indicating its insolvency or inability to pay its obligations.
REMOVAL OF THE SERVICER
The Servicer can only be removed pursuant to a Servicer Default. If a
Servicer Default shall have occurred and be continuing, (x) with the consent of
the Certificate Insurer, either the Trustee or the Certificateholders evidencing
not less than 51% of the Certificate Principal Balance or (y) the Certificate
Insurer shall give written notice to the Servicer of the termination of all of
the rights and obligations of the Servicer under the Pooling Agreement. On and
after the time the Servicer receives a notice of termination, the Trustee shall
be the successor in all respects to the Servicer in its capacity as servicer of
the Receivables under the Pooling Agreement. The Trustee may, if it shall be
unwilling to so act, or shall, if it is unable to so act, appoint, or petition a
court of competent jurisdiction for the appointment of, a successor Servicer
acceptable to the Certificate Insurer to act as successor to the outgoing
Servicer under the Pooling Agreement.
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WAIVER OF PAST DEFAULTS
The Holders of Certificates evidencing at least 51% of the Certificate
Principal Balance (with the consent of the Certificate Insurer), or the
Certificate Insurer, may waive certain defaults by the Servicer in the
performance of its obligations under the Pooling Agreement. No such waiver shall
impair the Certificate Insurer's or the Certificateholders' rights with respect
to subsequent defaults.
OPTIONAL TERMINATION
The Pooling Agreement will provide that on any Distribution Date following
the Record Date on which the Pool Balance is % or less of the Original
Certificate Principal Balance, the Seller will have the option to acquire all
rights, title and interest in all, but not less than all, Receivables held in
the Trust, by paying into the Trust for retirement of the Certificates an amount
equal to the aggregate Purchase Amounts for the Receivables, together with any
Reimbursement Amounts then owed to the Certificate Insurer.
AMENDMENT
The Pooling Agreement may be amended by agreement of the Trustee, the Seller
and the Servicer at any time, without the consent of the Certificateholders but
with the consent of the Certificate Insurer, to cure any ambiguity or defect, to
correct or supplement any provisions therein, to correct any typographical error
or to add any other provisions with respect to matters or questions arising
thereunder, upon receipt of an opinion of counsel to the Trustee that such
amendment will not adversely affect in any material respect the interests of any
Certificateholder or the Certificate Insurer.
The Pooling Agreement may also be amended from time to time by the Trustee,
the Seller and the Servicer with the consent of the Certificate Insurer and
Holders of Certificates evidencing not less than 51% of the Certificate
Principal Balance for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; PROVIDED, HOWEVER,
that no such amendment shall (a) increase or reduce in any manner the amount of,
or accelerate or delay the timing of, collections of payments on the Receivables
or distributions which are required to be made on any Certificate without the
consent of the Holder of such Certificate or (b) reduce the aforesaid percentage
of Certificateholders required to consent to any amendment, without unanimous
consent of the Certificateholders.
The Trustee is required under the Pooling Agreement to furnish
Certificateholders, the Certificate Insurer and the Rating Agencies with written
notice of the substance of any such amendment to the Pooling Agreement promptly
upon execution of such amendment.
DUTIES AND IMMUNITIES OF THE TRUSTEE
The Trustee will make no representations as to the validity or sufficiency
of the Pooling Agreement, the Certificates (other than the authentication
thereof) or of any Receivable or related document and will not be accountable
for the use or application by the Seller of any funds paid to the Seller in
consideration of the sale of the Certificates. If no Servicing Default has
occurred, then the Trustee will be required to perform only those duties
specifically required of it under the Pooling Agreement. However, upon receipt
of the various resolutions, certificates, statement, opinions, reports,
documents, orders or other instruments required to be furnished to it, the
Trustee will be required to examine them to determine whether they conform as to
form to the requirements of the Pooling Agreement.
No recourse is available based on any provision of the Pooling Agreement,
the Certificates or any Receivable or assignment thereof against
, in its individual capacity, and
shall not have any personal obligation, liability or duty whatsoever to
any Certificateholder or any other person with respect to any such claim and
such claim shall be asserted solely against the Trust Property or any
indemnitor, except for such liability as is determined to have resulted from the
Trustee's own negligence or willful misconduct. No Certificateholder will have
any right under the Pooling Agreement to institute any proceeding with respect
to the Pooling Agreement, unless such Certificateholder previously received the
consent of the Certificate Insurer and has given to the Trustee written notice
of default and further, unless the holders of Certificates evidencing not
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less than 25% of the Certificate Principal Balance 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 30 days has neglected or refused to institute any such proceedings.
The Trustee may resign, subject to the conditions set forth below, at any
time upon written notice to the Servicer, in which event the Servicer, with the
consent of the Certificate Insurer, will be obligated to appoint a successor
Trustee. If no successor Trustee shall have been so appointed and have accepted
such appointment within 30 days after the giving of such notice of resignation,
the resigning Trustee may petition a court of competent jurisdiction for the
appointment of a successor Trustee. Any successor Trustee shall meet the
financial and other standards for qualifying as a successor Trustee under the
Pooling Agreement. The Servicer may also remove the Trustee if the Trustee
ceases to be eligible to continue as such under the Pooling Agreement, or is
legally unable to act, or if the Trustee is adjudicated to be insolvent. In such
circumstances, the Servicer will also be obligated to appoint a successor
Trustee. Any resignation or removal of the Trustee and appointment of a
successor Trustee will not become effective without the written consent of the
Certificate Insurer and until acceptance of the appointment by the successor
Trustee.
The Pooling Agreement provides that the Trustee shall prepare or shall cause
to be prepared any tax returns required to be filed by the Trust and shall
promptly sign and file such returns. In addition, the Pooling Agreement provides
that in no event shall the Trustee be liable for any liabilities, costs or
expenses of the Trust or the Certificateholders under any tax law, including
without limitation federal, state or local income or excise taxes or any other
tax imposed on or measured by income (or any interest or penalty with respect
thereto or arising from a failure to comply therewith).
The Servicer will indemnify, defend and hold harmless the Trustee, its
officers, directors, employees and agents and the Certificate Insurer from and
against any loss, liability or expense incurred without negligence or bad faith
on the part of the Trustee or its officers, directors, employees or agents and
arising out of or in connection with the acceptance or administration by the
Trustee of the trust created pursuant to the Pooling Agreement, as applicable,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of the Trustee's
powers or duties under the Pooling Agreement.
THE CERTIFICATE INSURER
[To be supplied]
THE CERTIFICATE INSURANCE POLICY
[To be supplied]
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CERTAIN LEGAL ASPECTS OF THE RECEIVABLES
SECURITY INTEREST IN VEHICLES
Retail installment sale contracts and installment loans such as the
Receivables evidence the credit sale of automobiles, light duty trucks and vans
by dealers to obligors; the contracts and the installment loan and security
agreements also constitute personal property security agreements and include
grants of security interests in the vehicles under the UCC. Perfection of
security interests in the vehicles is generally governed by the motor vehicle
registration laws of the state in which the vehicle is located. In Maryland and
Virginia, the jurisdictions in which most of the Vehicles are located, a
security interest in a vehicle is perfected by notation of the secured party's
lien on the vehicle's certificate of title and, in Virginia, by delivery of the
certificate of title to the secured party. Each Receivable prohibits the sale or
transfer of the Vehicle without the consent of the applicable Lender.
Pursuant to the Pooling Agreement, the Seller will assign its security
interests in the Vehicles to the Trustee. However, because of the administrative
burden and expense, neither the Lender nor the Trustee will amend any
certificate of title to identify the Trust as the new secured party on the
certificates of title relating to the Vehicles. Also, the Bank, as Servicer,
will continue to hold any certificates of title relating to the Vehicles in its
possession as custodian for the Trustee pursuant to the Agreement. See "The
Certificates -- Conveyance of Receivables."
Under the laws of Virginia, such an assignment of security interests may not
be, and under the laws of Maryland will not be, sufficient to convey to the
Trustee perfected security interests in the Vehicles.
Because the Trust is not identified as the secured party on the certificate
of title, the security interest of the Trust in the vehicle could be defeated in
certain circumstances. In the absence of fraud or forgery by the vehicle owner
or the Bank or CFC or administrative error by state or local agencies or the
Bank, the notation of the lien of the Bank (or of CFC with respect to the CFC
Receivables) on the certificates should be sufficient to protect the Trust
against the right of subsequent purchasers of a Vehicle or subsequent lenders
who take a security interest in a Vehicle. If there are any Vehicles as to which
the Bank or CFC failed to obtain a perfected security interest, its security
interest would be subordinate to, among others, subsequent purchasers of the
Vehicles and holders of perfected security interests. Such a failure, however,
would constitute a breach of the Bank's warranties under the Pooling Agreement
and would create an obligation of the Bank to repurchase the related Receivable
unless the breach is cured. See "The Certificates -- Conveyance of Receivables."
Under the laws of most states, the perfected security interest in a vehicle
continues for four months after a vehicle is moved to a state other than the
state which issued the certificate of title and thereafter until the vehicle
owner re-registers the vehicle in the new state. A majority of states require
surrender of a certificate of title to re-register a vehicle; accordingly, a
secured party must surrender possession if it holds the certificate of title to
the vehicle. Thus, the secured party would have the opportunity to re-perfect
its security interest in the vehicle in the state of relocation. In states that
do not require a certificate of title for registration of a motor vehicle,
re-registration could defeat perfection.
In the ordinary course of servicing receivables, the Bank takes steps to
effect re-perfection upon receipt of notice of re-registration or information
from the obligor as to relocation. Similarly, when an obligor sells a vehicle, a
majority of states require surrender of a certificate of title to issue a
certificate of title in the name of the purchaser, in such states the Bank must
surrender possession of the certificate of title, if it holds the certificate of
title, and accordingly will have an opportunity to require satisfaction of the
related Receivable before release of the lien. Under the Pooling Agreement, the
Servicer is obligated to take appropriate steps, at its own expense, to maintain
perfection of security interests in the Vehicles.
Under the laws of most states, liens for repairs performed on a motor
vehicle and liens for certain unpaid taxes take priority over even a perfected
security interest in a Vehicle. The Code also grants priority to certain federal
tax liens over the lien of a secured party. The laws of certain states and
federal law permit the confiscation of motor vehicles under certain
circumstances if used in unlawful activities, which may result in the loss of a
secured party's perfected security interest in the confiscated motor vehicle.
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The Seller will represent that, as of the Closing Date, each security
interest in a Vehicle is or will be prior to all other present liens (other than
tax liens and liens that arise by operation of law) upon and security interests
in such Vehicle. However, liens for repairs or taxes, or the confiscation of a
Vehicle, could arise or occur at any time during the term of a Receivable. No
notice will be given to the Trustee or Certificateholders in the event such a
lien arises or confiscation occurs.
REPOSSESSION
In the event of default by an Obligor, the holder of the related retail
installment sale contract has all the remedies of a secured party under the UCC,
except where specifically limited by other state laws. The UCC remedies of a
secured party include the right to repossession by self-help means, unless such
means would constitute a breach of the peace. Unless a vehicle is voluntarily
surrendered, self-help repossession is accomplished simply by taking possession
of the related financed vehicle. In cases where the Obligor objects or raises a
defense to repossession, or if otherwise required by applicable state law, a
court order is obtained from the appropriate state court, and the vehicle must
then be recovered in accordance with that order. In some jurisdictions, the
secured party is required to notify the debtor of the default and the intent to
repossess the collateral and give the debtor a time period within which to cure
the default prior to repossession. Generally, this right of cure may only be
exercised on a limited number of occasions during the term of the related
contract. Other jurisdictions permit repossession without prior notice if it can
be accomplished without a breach of the peace (although in some states, a course
of conduct in which the creditor has accepted late payments has been held to
create a right by the Obligor to receive prior notice).
NOTICE OF SALE; REDEMPTION RIGHTS
The UCC and other state laws require a secured party to provide the Obligor
with reasonable notice of the date, time and place of any public sale and/or the
date after which any private sale of the collateral may be held. In addition,
some states also impose substantive timing requirements on the sale of
repossessed vehicles in certain circumstances and/or various substantive timing
and content requirements on such notices. In most states, under certain
circumstances after a financed vehicle has been repossessed, the Obligor may
redeem the collateral by paying the delinquent installments and other amounts
due. The Obligor has the right to redeem the collateral prior to actual sale or
entry by the secured party into a contract for sale of the collateral by paying
the secured party the unpaid principal balance of the obligation, accrued
interest thereon, reasonable expenses for repossessing, holding, and preparing
the collateral for disposition and arranging for its sale, plus, in some
jurisdictions, reasonable attorneys' fees and legal expenses or in some other
states, by payment of delinquent installments on the unpaid principal balance of
the related obligation.
DEFICIENCY JUDGMENTS AND EXCESS PROCEEDS
The proceeds of resale of the Vehicles generally will be applied first to
the expenses of resale and repossession and then to the satisfaction of the
indebtedness. In many instances, the remaining principal amount of such
indebtedness will exceed such proceeds. Under the UCC and laws applicable in
some states, a creditor is entitled to bring an action to obtain a deficiency
judgment from a debtor for any deficiency on repossession and resale of a motor
vehicle securing such debtor's loan; however, in some states, a creditor may not
seek a deficiency judgment from a debtor whose financed vehicle had an initial
cash sales price below some requisite dollar amount. Some states, impose
prohibitions or limitations or notice requirements on actions for deficiency
judgments. In addition to the notice requirement described above, the UCC
requires that every aspect of the sale or other disposition, including the
method, manner, time, place and terms, be "commercially reasonable." Generally,
courts have held that when a sale is not "commercially reasonable," the secured
party loses its right to a deficiency judgment. In addition, the UCC permits the
debtor or other interested party to recover for any loss caused by noncompliance
with the provisions of the UCC. Also, prior to a sale, the UCC permits the
debtor or other interested person to obtain an order mandating that the secured
party refrain from disposing of the collateral if it is established that the
secured party is not proceeding in accordance with the "default" provisions
under the UCC. However, the deficiency judgment would be a personal judgment
against the Obligor for the shortfall, and a defaulting Obligor can be
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expected to have very little capital or sources of income available following
repossession. Therefore, in many cases, it may not be useful to seek a
deficiency judgment or, if one is obtained, it may be settled at a significant
discount or be uncollectible.
Occasionally, after resale of a vehicle and payment of all expenses and
indebtedness, there is a surplus of funds. In that case, the UCC requires the
creditor to remit the surplus to any holder of a subordinate lien with respect
to the vehicle or if no such lienholder exists or if there are remaining funds,
the UCC requires the creditor to remit the surplus to the Obligor under the
contract.
CONSUMER PROTECTION LAWS
Numerous federal and state consumer protection laws and related regulations
impose substantial requirements upon creditors and servicers involved in
consumer finance. These laws include the Truth-in-Lending Act, the Equal Credit
Opportunity Act, the Federal Trade Commission Act, the Fair Credit Billing Act,
the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the
Magnuson-Moss Warranty Act, the Federal Reserve Board's Regulations B and Z,
state adaptations of the National Consumer Act and of the Uniform Consumer
Credit Code, state motor vehicle retail installment sale acts, state "lemon"
laws and other similar laws. In addition, the laws of certain states impose
finance charge ceilings and other restrictions on consumer transactions and
require contract disclosures in addition to those required under federal law.
These requirements impose specific statutory liabilities upon creditors who fail
to comply with their provisions. In some cases, this liability could affect the
ability of an assignee such as the Trustee to enforce consumer finance contracts
such as the Receivables.
The so-called "Holder-in-Due-Course Rule" of the Federal Trade Commission
(the "FTC Rule") has the effect of subjecting any assignee of the seller in a
consumer credit transaction (and certain related creditors and their assignees)
to all claims and defenses which the Obligor in the transaction could assert
against the seller. Liability under the FTC Rule is limited to the amounts paid
by the Obligor under the contract, and the holder of the contract may also be
unable to collect any balance remaining due thereunder from the Obligor. The FTC
Rule is generally duplicated by the Uniform Consumer Credit Code, other state
statutes or the common law in certain states. To the extent that the Receivables
will be subject to the requirements of the FTC Rule, the Trustee, as holder of
the Receivables, will be subject to any claims or defenses that the purchaser of
the related Vehicle may assert against the seller of such Vehicle. Such claims
will be limited to a maximum liability equal to the amounts paid by the Obligor
under the related Receivable.
Under most state vehicle dealer licensing laws, sellers of automobiles and
light duty trucks are required to be licensed to sell vehicles at retail sale.
In addition, with respect to used vehicles, the Federal Trade Commission's Rule
on Sale of Used Vehicles requires that all sellers of used vehicles prepare,
complete and display a "Buyer's Guide" which explains the warranty coverage for
such vehicles. Furthermore, Federal Odometer Regulations promulgated under the
Motor Vehicle Information and Cost Savings Act and the motor vehicle title laws
of most states require that all sellers of used vehicles furnish a written
statement signed by the seller certifying the accuracy of the odometer reading.
If a seller is not properly licensed or if either a Buyer's Guide or Odometer
Disclosure Statement was not provided to the purchaser of a Vehicle, the Obligor
may be able to assert a defense against the seller of the Vehicle. If an Obligor
on a Receivable were successful in asserting any such claim or defense, the
Servicer would pursue on behalf of the Trust any reasonable remedies against the
seller or manufacturer of the vehicle, subject to certain limitations as to the
expense of any such action specified in the Pooling Agreement.
Any loss relating to any such claim, to the extent not covered by a
withdrawal from the Reserve Account or from a payment under the Certificate
Insurance Policy could result in losses to the Certificateholders. If an Obligor
were successful in asserting any such claim or defense as described in this
paragraph or the two immediately preceding paragraphs, such claim or defense
would constitute a breach of a representation and warranty under the Pooling
Agreement and would create an obligation of the Seller to repurchase the related
Receivable unless the breach were cured.
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Courts have applied general equitable principles to secured parties pursuing
repossession or litigation involving deficiency balances. These equitable
principles may have the effect of relieving an Obligor from some or all of the
legal consequences of a default.
In several cases, consumers have asserted that the self-help remedies of
secured parties under the UCC and related laws violate the due process
protections of the 14th Amendment to the Constitution of the United States.
Courts have generally either upheld the notice provisions of the UCC and related
laws as reasonable or have found that the creditor's repossession and resale do
not involve sufficient state action to afford constitutional protection to
consumers.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a general discussion of certain federal income tax
consequences of the purchase, ownership and disposition of the Certificates.
This summary is based upon laws, regulations, rulings and decisions currently in
effect, all of which are subject to change. The discussion does not deal with
all federal tax consequences applicable to all categories of investors, some of
which may be subject to special rules. In addition, this summary is generally
limited to investors who are Beneficial Owners of the Certificates holding the
Certificates as "capital assets" (generally, property held for investment)
within the meaning of Section 1221 of the Internal Revenue Code (the "Code").
Investors should consult their own tax advisers to determine the federal, state,
local and other tax consequences of the purchase, ownership and disposition of
the Certificates. Prospective investors should note that no rulings have been or
will be sought from the Service with respect to any of the federal income tax
consequences discussed below, and no assurance can be given that the Service
will not take contrary positions.
TAX STATUS OF THE TRUST
In the opinion of Shaw, Pittman, Potts & Trowbridge, special tax counsel to
the Seller, the Trust will be classified as a grantor trust and not as an
association taxable as a corporation for federal income tax purposes. Each
Beneficial Owner will be treated as owning its pro rata percentage interest in
the principal of, and interest (at the Pass-Through Rate) payable on, each
Receivable.
TAXATION OF BENEFICIAL OWNERS
Subject to the discussion below under the heading "Discount and Premium,"
each Beneficial Owner is required to include for federal income tax purposes its
share of the gross income of the Trust, including interest and certain other
charges accrued on the Receivables and any gain upon collection or disposition
of the Receivables. Each Beneficial Owner is entitled to deduct its share of the
amount used to pay expenses of the Trust to the extent described below. Any
amounts received by a Certificateholder from the Reserve Account or the Yield
Maintenance Account will be treated for Federal Income tax purposes as having
the same characteristics as the payments they replace.
Each Beneficial Owner should report its share of the income of the Trust
under its usual method of accounting. Accordingly, interest is includible in a
Beneficial Owner's gross income when it accrues on the Receivables, or in the
case of Beneficial Owners who are cash basis taxpayers, when received by the
Servicer on behalf of the Beneficial Owners. Because (i) interest accrues on the
Receivables over differing monthly periods and is paid in arrears and (ii)
interest collected on a Receivable generally is paid to Beneficial Owners in the
following month, the amount of interest accruing to a Beneficial Owner during
any calendar month will not equal the interest distributed in that month.
Discount on a Receivable would be includible in income as described below.
Each Beneficial Owner will be entitled to deduct, consistent with its method
of accounting, its pro rata share of reasonable servicing fees and other fees
paid or incurred by the Trust as provided in Section 162 or 212 of the Code. If
a Beneficial Owner is an individual, estate or trust, the deduction for such
Beneficial Owner's share of such fees will be allowed only to the extent that
all of such Beneficial Owner's miscellaneous itemized deductions, including such
Beneficial Owner's share of such fees, exceed 2% of such Beneficial Owner's
adjusted gross income.
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DISCOUNT AND PREMIUM
A Beneficial Owner that purchases a Certificate at a discount (I.E., for an
amount less than its face amount) must include such discount in income over the
life of the Certificates. Distinctions in the Code between original issue
discount and market discount generally are not relevant in the case of the
Certificates.
The rate at which discount must be included in income depends on whether it
is greater or less than a statutorily defined DE MINIMIS amount. Although not
entirely certain, it would appear that the DE MINIMIS computation can be done
for each Certificate overall and need not be done on a Receivable-by-Receivable
basis. Generally, discount is treated as DE MINIMIS if it is less than 1/4 of
one percent of the principal amount of the Certificate times the number of full
years remaining to the maturity date of the Certificate. It is not clear whether
the maturity date for this purpose is the final maturity date or the weighted
average maturity date (and whether expected prepayments are taken into account).
If the discount is DE MINIMIS (which should be the case for original
purchasers of Certificates), it would appear that such discount is includible in
income as principal payments are received on the Receivables and in proportion
to such principal payments. Although not entirely clear, the income attributable
to DE MINIMIS discount should be treated as capital gain.
If the discount is more than a DE MINIMIS amount, such discount must be
included in income as it accrues on the basis of the yield to maturity of the
Certificate to the particular purchaser. It is not clear whether a prepayment
assumption must be taken into account in computing this yield to maturity and
how actual prepayments will affect accruals of discount. Unless the Certificates
are originally issued with more than a DE MINIMIS amount of discount, the
Trustee will not be providing any information relating to the computation of the
accruals of discount by subsequent purchasers of Certificates.
In the event that a Receivable is treated as purchased at a premium (I.E.,
the purchase price thereof exceeds the portion of the remaining principal
balance of the Receivables allocable to the Beneficial Owners), such premium
will be amortizable by a Beneficial Owner as an offset to interest income (with
a corresponding reduction in the Beneficial Owner's basis) under a constant
yield method over the term of the Receivable if an election under Section 171 of
the Code is made (or was previously in effect) with respect to the Certificates.
Any such election will also apply to debt instruments held by the taxpayer
during the year in which the election is made and to all debt instruments
acquired thereafter.
SALE OF A CERTIFICATE
If a Certificate is sold, gain or loss will be recognized equal to the
difference between the amount realized on the sale and the Beneficial Owner's
adjusted basis in the Receivables and any other assets held by the Trust. Such
gain or loss will be treated as capital gain or loss. A Beneficial Owner's
adjusted basis will equal the Beneficial Owner's cost for the Certificate,
increased by any discount previously included in income, and decreased by any
payments received that are attributable to accrued discount by any offset
previously allowed for accrued premium and by the amount of principal payments
previously received.
Except as provided in the discussion of backup withholding, a non-U.S.
Person (other than a nonresident alien individual present in the United States
for a total of 183 days or more during his or her taxable year) will not be
subject to federal income tax, and no withholding of such tax will be required,
with respect to any gain realized upon the disposition or retirement of a
Certificate.
FOREIGN OWNERS
Interest attributable to Receivables which is received by a person that is
not a U.S. Person (a "Foreign Owner") (other than a foreign bank and certain
other persons) generally will not be subject to the normal 30% withholding tax
(or lower treaty rate) imposed with respect to such payments, provided that such
Foreign Owner is not engaged in a trade or business in the United States and
that such Foreign Owner fulfills certain certification requirements. Under such
requirements, the holder must certify, under penalties of perjury, that it is
not a "U.S. Person" and provide its name and address. The Foreign Owner must
inform the Trustee (or the last intermediary in the chain between the Trustee
and the Foreign Owner) of any change in the information in the certification
within 30 days of such change. For this purpose, "U.S. Person" means a citizen
or resident of the United States, a corporation, partnership, or other entity
created or organized in or
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under the laws of the United States or any political subdivision thereof, or an
estate or trust that is subject to federal income tax, regardless of the source
of its income. Payments of interest on a Certificate that are effectively
connected with the conduct of a trade or business in the United States by a
Foreign Owner who is a non-U.S. Person, although exempt from the withholding
tax, may be subject to graduated federal income tax as if such amounts were
earned by a U.S. Person.
BACKUP WITHHOLDING
Backup withholding of federal income tax at a rate of 31% may apply to
payments made in respect of the Certificates, as well as payments of proceeds
from the sale of Certificates, to Beneficial Owners that are not "exempt
recipients" and that fail to provide certain identifying information (such as
the taxpayer identification number of the Beneficial Owner) to the Trustee or
its agent in the manner required. Individuals generally are not exempt
recipients, whereas corporations and certain other entities generally are exempt
recipients. Payments made in respect of the Certificates must be reported to the
Service, unless the recipient is an exempt recipient or establishes an
exemption. Any amounts withheld under the backup withholding rules from a
payment to a person would be allowed as a refund or a credit against such
person's federal income tax, provided that the required information is furnished
to the Service. Furthermore, certain penalties may be imposed by the Service on
a Beneficial Owner who is required to supply information but who does not do so
in the proper manner.
In addition, if a Certificate is sold before the stated maturity to (or
through) a "broker," the broker may be required to withhold 31% of the entire
sale price, unless either (i) the broker determines that the seller is a
corporation or other exempt recipient or (ii) the seller provides, in the
required manner, certain identifying information and, in the case of a non-U.S.
Person, certifies that such seller is a non-U.S. Person (and certain other
conditions are met). Such a sale also must be reported by the broker to the
Service, unless either (i) the broker determines that the seller is an exempt
recipient or (ii) the seller certifies its non-U.S. status (and certain other
conditions are met).
STATE, LOCAL AND FOREIGN TAXATION
The discussion above does not address the tax consequences of purchase,
ownership or disposition of the Certificates under any state, local or foreign
tax law. Investors should consult their own tax advisers regarding state, local
and foreign tax consequences.
THE FEDERAL INCOME TAX DISCUSSIONS SET FORTH ABOVE ARE INCLUDED FOR GENERAL
INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON AN INVESTOR'S
PARTICULAR TAX SITUATION. PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR TAX
ADVISERS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP
AND DISPOSITION OF THE CERTIFICATES, INCLUDING THE TAX CONSEQUENCES UNDER STATE,
LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL
OR OTHER TAX LAWS.
ERISA CONSIDERATIONS
Section 406 of ERISA and Section 4975 of the Code prohibit a pension, profit
sharing, or other employee benefit plan from engaging in certain transactions
involving "plan assets" with persons that are "parties in interest" under ERISA
or "disqualified persons" under the Code with respect to the plan. ERISA also
imposes certain duties on persons who are fiduciaries of plans subject to ERISA
and prohibits certain transactions between a plan and parties in interest with
respect to such plans. Under ERISA, any person who exercises any authority or
control respecting the management or disposition of the assets of a plan is
considered to be a fiduciary of such plan (subject to certain exceptions not
here relevant). A violation of these "prohibited transaction" rules may generate
excise tax and other liabilities under ERISA and the Code for such persons.
Pursuant to the Final Regulation issued by the U.S. Department of Labor
("DOL") concerning the definition of what constitutes the "plan assets" of an
employee benefit plan subject to ERISA or a plan subject to Section 4975 of the
Code (collectively referred to as "Benefit Plans"), the assets and properties of
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certain entities in which a Benefit Plan makes an equity investment could be
deemed to be assets of the Benefit Plan unless certain exceptions under the
Final Regulation apply or an exemption is available. If Benefit Plans that
purchase the Certificates are deemed to own an interest in the underlying assets
of the Trust or the Yield Maintenance Account, the operations of the Trust or
the Yield Maintenance Account could result in prohibited transactions.
The DOL has granted a separate administrative exemption to each Underwriter,
(collectively, the "Exemption") which generally exempts from the application of
the prohibited transaction provisions of Section 406(a), Section 406(b)(1),
Section 406(b)(2) and Section 407(a) of ERISA and the excise taxes imposed
pursuant to Sections 4975(a) and (b) of the Code, certain transactions relating
to the servicing and operation of asset pools, including pools of motor vehicle
installment obligations such as the Receivables and the purchase, sale and
holding of asset-backed pass-through certificates, including pass-through
certificates evidencing interests in certain receivables, loans and other
obligations, such as the Certificates, provided that certain conditions set
forth in the Exemption are satisfied.
If the general conditions of Section II of the Exemption are satisfied, the
Exemption may provide an exemption from the restrictions imposed by Sections
406(a) and 407(a) of ERISA (as well as the excise taxes imposed by Sections
4975(c)(1)(A) through (D) of the Code) in connection with the direct or indirect
sale, exchange or transfer of Certificates by Benefit Plans in the initial issue
of Certificates, the holding of Certificates by Benefit Plans or the direct or
indirect acquisition or disposition in the secondary market of Certificates by
Benefit Plans. However, no exemption is provided from the restrictions of
Section 406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding
of a Certificate on behalf of an "Excluded Plan" by any person who has
discretionary authority or renders investment advice with respect to the assets
of such Excluded Plan. For purposes of the Certificates, an Excluded Plan is a
Benefit Plan sponsored by (1) an Underwriter, (2) the Issuer, (3) the Seller,
(4) the Servicer, (5) the Trustee, (6) any Obligor with respect to Receivables
constituting more than 5% of the aggregate unamortized principal balance of the
Receivables as of the date of initial issuance and (7) any affiliate or
successor of a person described in (1) to (6) above (the "Restricted Group").
If the specific conditions of paragraph I.B. of Section I of the Exemption
are also satisfied, the Exemption may provide an exemption from the restrictions
imposed by Sections 406(b)(1) and (b)(2) of ERISA and the taxes imposed by
Sections 4975(a) and (b) of the Code by reason of Section 4975(c)(1)(E) of the
Code in connection with (1) the direct or indirect sale, exchange or transfer of
Certificates in the initial issuance of Certificates to a Benefit Plan when the
person who has discretionary authority or renders investment advice with respect
to the investment of plan assets in Certificates is (a) an Obligor with respect
to 5% or less of the fair market value of the Receivables or (b) an affiliate of
such a person, (2) the direct or indirect acquisition or disposition in the
secondary market of Certificates by Benefit Plans and (3) the holding of
Certificates by Benefit Plans. Among the specific conditions that must be
satisfied is the condition that immediately after the acquisition of the
Certificates no more than 25% of the assets of the Benefit Plan with respect to
which the person is a fiduciary are invested in certificates representing an
interest in a trust containing assets sold or serviced by the same entity. As of
the date hereof, the Seller believes no Obligor with respect to Receivables
included in the Trust constitutes more than % of the aggregate unamortized
principal balance of the Trust.
If the specific conditions of paragraph I.C. of Section I of the Exemption
are satisfied, the Exemption may provide an exemption from the restrictions
imposed by Sections 406(a), 406(b) and 407(a) of ERISA, and the taxes imposed by
Sections 4975(a) and (b) of the Code by reason of Section 4975(c) of the Code
for transactions in connection with the servicing, management and operation of
the Trust.
The Exemption may provide an exemption from the restrictions imposed by
Section 406(a) and 407(a) of ERISA, and the taxes imposed by Sections 4975(a)
and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code
if such restrictions are deemed to otherwise apply merely because a person is
deemed to be a "party in interest" or a "disqualified person" with respect to an
investing Benefit Plan by virtue of providing services to the Benefit Plan (or
by virtue of having certain specified relationships to such a person) solely as
a result of such Benefit Plan's ownership of Certificates.
40
<PAGE>
The Exemption sets forth the following six general conditions which must be
satisfied for a transaction to be eligible for exemptive relief thereunder:
(1) The acquisition of the certificates by a Benefit Plan is on terms
(including the price for the certificates) that are at least as favorable to
the Benefit Plan as they would be in an arm's length transaction with an
unrelated party;
(2) The rights and interests evidenced by the certificates acquired by
the Benefit Plan are not subordinated to the rights and interests evidenced
by other certificates of the trust;
(3) The certificates acquired by the Benefit Plan have received a rating
at the time of such acquisition that is one of the three highest general
rating categories from either S&P, Moody's, Fitch or Duff & Phelps Credit
Rating Co.
(4) The Trustee is not an affiliate of any other member of the
Restricted Group;
(5) The sum of all payments made to and retained by the Underwriters in
connection with the distribution of the Certificates represents not more
than reasonable compensation for their services. The sum of all payments
made and retained by the Seller pursuant to the assignment of the
Receivables to the Trust represents not more than the fair market value of
such Receivables. The sum of all payments made to and retained by the
Servicer represents not more than reasonable compensation for such person's
services under the Pooling Agreement and reimbursement of such person's
reasonable expenses in connection therewith; and
(6) The Benefit Plan investing in the certificates is an "accredited
investor" as defined in Rule 501(a)(1) of Regulation D of the Commission
under the Securities Act.
The Trust Property must also meet the following requirements:
(i) the Receivables must consist solely of assets of the type that have
been included in other investment pools;
(ii) certificates in such other investment pools must have been rated in
one of the three highest rating categories of S&P, Moody's, Fitch or Duff &
Phelps Credit Rating Co. for at least one year prior to the Benefit Plan's
acquisition of certificates; and
(iii) certificates evidencing interest in such other investment pools
must have been purchased by investors other than Benefit Plans for at least
one year prior to the Benefit Plan's acquisition of certificates.
It is a condition of issuance of the Certificates that they be rated "Aaa"
or its equivalent by a nationally recognized rating agency. Before purchasing a
Certificate based on the Exemption, however, a fiduciary of a Benefit Plan
should itself confirm (1) that such Certificate constitutes a "certificate" for
purposes of the Exemption and (2) that the specific conditions and other
requirements set forth in the Exemption would be satisfied. Any person
purchasing a Certificate and the related right to receive Yield Maintenance
Payments will have acquired, for purposes of ERISA and for federal income tax
purposes, such Certificate without the right to receive Yield Maintenance
Payments, together with the right to receive Yield Maintenance Payments. The
Exemption does not apply to the acquisition, holding or resale of the right to
receive the Yield Maintenance Payments. Accordingly, the acquisition of the
right to receive the Yield Maintenance Payments by a Benefit Plan could result
in a prohibited transaction unless another administrative exemption to ERISA's
prohibited transaction rules is applicable. One or more alternative exemptions
may be available with respect to certain prohibited transaction rules of ERISA
that might apply in connection with the initial purchase, holding and resale of
the right to receive Yield Maintenance Payments, including, but not limited to:
(i) Prohibited Transaction Class Exemption ("PTCE") 91-38, regarding investments
by bank collective investment funds; (ii) PTCE 90-1, regarding investments by
insurance company pooled separate accounts; (iii) PTCE 84-14, regarding
transactions negotiated by qualified professional asset managers; (iv) PTCE
95-60, regarding investments by insurance company general accounts; or (v) PTCE
75-1, Part II, regarding principal transactions by broker-dealers (the
"Principal Transactions Exemption"). The Seller believes that
41
<PAGE>
the conditions of the Principal Transactions Exemption will be met with respect
to the acquisition by a Benefit Plan of the right to receive Yield Maintenance
Payments, so long as no Underwriter is a fiduciary with respect to the Benefit
Plan (and is not a party in interest with respect to the Benefit Plan by reason
of being a participating employer or affiliate thereof).
Prospective Benefit Plan investors in the Certificates should consult with
their legal advisors concerning the impact of ERISA and the Code, the
applicability of the Exemption, and the potential consequences in their specific
circumstances, prior to making an investment in the Certificates. Prospective
Benefit Plan investors should also consult with their legal advisors concerning
the impact of ERISA and the Code on the acquisition and holding of the right to
receive the Yield Maintenance Payments, the applicability of an administrative
exemption (other than the Exemption) with respect to such purchase and holding
and the potential consequences in their specific circumstances, prior to making
an investment in Certificates. Moreover, each Benefit Plan fiduciary should
determine whether, under the general fiduciary standards of investment procedure
and diversification, an investment in the Certificates is appropriate for the
Benefit Plan, taking into account the overall investment policy of the Benefit
Plan and the composition of the Benefit Plan's investment portfolio.
Any Benefit Plan fiduciary considering the purchase of a Certificate should
consult with its counsel with respect to the potential applicability of ERISA
and the Code to such investment. Moreover, each Benefit Plan fiduciary should
determine whether, under the general fiduciary standards of investment prudence
and diversification, an investment in the Certificates is appropriate for the
Benefit Plan, taking into account the overall investment policy of the Benefit
Plan and the composition of the Benefit Plan's investment portfolio.
RATINGS
It is a condition to the issuance of the Certificates that they be rated in
the highest rating category by at least one of the Rating Agencies. A security
rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time. The ratings of Rating Agencies
assigned to Certificates addresses the likelihood of the receipt by the
Certificateholders of all distributions to which such Certificateholders are
entitled. The ratings do not address the timely or ultimate payment of any
withholding tax imposed. The ratings assigned to Certificates do not represent
any assessment of the likelihood that principal prepayments might differ from
those originally anticipated or address the possibility that Certificateholders
might suffer a lower than anticipated yield.
UNDERWRITING
Under the terms and subject to the conditions set forth in an Underwriting
Agreement dated , 1996 (the "Underwriting Agreement"), the
Underwriters named below (the "Underwriters") have agreed to purchase from the
Seller the following respective principal amounts of the Certificates:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
UNDERWRITER CERTIFICATES
- --------------------------------------------------------------------------- -----------------
<S> <C>
J.P. Morgan Securities Inc................................................. $
.................................................... $
.................................................... $
-----------------
Total................................................................ $
-----------------
-----------------
</TABLE>
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will be
obligated to purchase all the Certificates, if any are purchased.
The Seller has been advised by the Underwriters that the Underwriters
propose to offer the Certificates to the public initially at the public offering
price set forth on the cover page of this Prospectus and to certain
42
<PAGE>
dealers at such price less a concession of % of the principal amount per
Certificate, and the Underwriters and such dealers may allow a discount of %
of such principal amount per Certificate on sales to certain other dealers.
After the initial public offering, the public offering price and concession and
discount to dealers may be changed by the Underwriters.
The Certificates are a new issue of securities with no established trading
market. The Underwriters have advised the Seller that they intend to act as
market makers for the Certificates. However, the Underwriters are not obligated
to do so and may discontinue any market making at any time without notice. No
assurance can be given as to the liquidity of any trading market for the
Certificates.
The Seller has agreed to indemnify the Underwriters against certain
liabilities, including civil liabilities under the Securities Act, or contribute
to payments which the Underwriters may be required to make in respect thereof.
The Underwriters have represented and agreed that (i) they have not offered
or sold and will not offer or sell in the United Kingdom by means of any
document, any Certificates other than to persons whose ordinary business it is
to buy or sell asset-backed securities, whether as principal or agent, or in
circumstances which do not constitute an offer to the public within the meaning
of the Companies Act 1985, (ii) they have complied and will comply with all
applicable provisions of the Financial Services Act 1986 with respect to
anything done by them in relation to the Certificates in, from or otherwise
involving the United Kingdom and (iii) they have only issued or passed on and
will only issue or pass on in the United Kingdom any document received by them
in connection with the issue of the Certificates to a person who is of a kind
described in Article 9(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1988 or is a person to whom the document may
otherwise lawfully be issued or passed on.
In the ordinary course of their respective businesses, the Underwriters and
their respective affiliates have engaged and may in the future engage in
commercial banking and investment banking transactions with Chevy Chase Bank,
F.S.B. and its affiliates.
NOTICE TO CANADIAN RESIDENTS
RESALE RESTRICTIONS
The distribution of the Certificates in Canada is being made only on a
private placement basis exempt from the requirement that the Seller prepare and
file a prospectus with the securities regulatory authorities in each province
where trades of the Certificates are effected. Accordingly, any resale of the
Certificates in Canada must be made in accordance with applicable securities
laws which will vary depending on the relevant jurisdiction, and which may
require resales to be made in accordance with available statutory exemptions or
pursuant to a discretionary exemption granted by the applicable Canadian
securities regulatory authority. Purchasers are advised to seek legal advice
prior to any resale of the Certificates.
REPRESENTATIONS OF PURCHASERS
Each purchaser of a Certificate in Canada who receives a purchase
confirmation will be deemed to represent to the Seller and the dealer from whom
such purchase confirmation is received that (i) such purchaser is entitled under
applicable provincial securities laws to purchase such Certificate without the
benefit of a prospectus qualified under such securities laws, (ii) where
required by law, that such purchaser is purchasing as principal and not as agent
and (iii) such purchaser has reviewed the text above under "Resale
Restrictions."
RIGHTS OF ACTION AND ENFORCEMENT
The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
section 32 of the Regulation under the SECURITIES ACT (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available, including
common law rights of action for damages or rescission or rights of action under
the civil liability provisions of the U.S. federal securities laws.
43
<PAGE>
All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be possible
for Ontario purchasers to effect service of process within Canada upon the
issuer or such persons. All or a substantial portion of the assets of the issuer
and such persons may be located outside of Canada and, as a result, it may not
be possible to satisfy a judgment against the issuer or such persons in Canada
or to enforce a judgment obtained in Canadian courts against such issuer or
persons outside of Canada.
NOTICE TO BRITISH COLUMBIA RESIDENTS
A purchaser of a Certificate to whom the SECURITIES ACT (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
Certificates acquired by such purchaser pursuant to this offering. Such report
must be in the form attached to British Columbia Securities Commission Blanket
Order BOR # 88/5, a copy of which may be obtained from the Seller. Only one such
report must be filed in respect of the Certificates acquired on the same date
and under the same prospectus exemption.
REPORT OF EXPERTS
The financial statements of the Certificate Insurer, ,
included in this Prospectus in Appendix A, as of December 31, 1992, 1993, 1994
and 1995, have been included in reliance upon the report of
, independent certified public accountants, appearing in
Appendix A, and upon the authority of such firm as experts in accounting and
auditing.
LEGAL MATTERS
Certain legal matters relating to the validity of the issuance of the
Certificates will be passed upon for the Seller and the Underwriters by Shaw,
Pittman, Potts & Trowbridge, Washington, D.C.
44
<PAGE>
ANNEX I
GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES
Except in certain limited circumstances, the globally offered Certificates
(the "Global Securities") will be available only in book-entry form. Investors
in the Global Securities may hold such Global Securities through any of DTC,
CEDEL or Euroclear. The Global Securities will be tradeable as home market
instruments in both the European and U.S. domestic markets. Initial settlement
and all secondary trades will settle in same-day funds.
Secondary market trading between investors through CEDEL and Euroclear will
be conducted in the ordinary way in accordance with the normal rules and
operating procedures of CEDEL and Euroclear and in accordance with conventional
eurobond practice (i.e., seven calendar day settlement).
Secondary market trading between investors through DTC will be conducted
according to DTC's rules and procedures applicable to U.S. corporate debt
obligations.
Secondary cross-market trading between CEDEL or Euroclear and DTC
Participants holding Certificates will be effected on a delivery-against-payment
basis through the respective Depositaries of CEDEL and Euroclear (in such
capacity) and as DTC Participants.
Non-U.S. holders (as described below) of Global Securities will be subject
to U.S. withholding taxes unless such holders meet certain requirements and
deliver appropriate U.S. tax documents to the securities clearing organizations
or their participants.
INITIAL SETTLEMENT
All Global Securities will be held in book-entry form by DTC in the name of
Cede & Co. as nominee of DTC. Investors' interests in the Global Securities will
be represented through financial institutions acting on their behalf as direct
and indirect Participants in DTC. As a result, CEDEL and Euroclear will hold
positions on behalf of their participants through their Relevant Depository
which in turn will hold such positions in their accounts as DTC Participants.
Investors electing to hold their Global Securities through DTC will follow
DTC settlement practices. 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
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 A DTC SELLER AND CEDEL OR EUROCLEAR PARTICIPANTS. 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 Relevant Depository, 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
45
<PAGE>
excluding the settlement date, on the basis of the actual number of days in such
accrual period and a year assumed to consist of 360 days. For transactions
settling on the 31st of the month, payment will include interest accrued to and
excluding the first day of the following month. Payment will then be made by the
Relevant Depository to 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 account 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 to 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 the 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 crediting Global Securities
to the respective European Depository 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 Depository, 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 Depository, as appropriate, to credit the Global
Securities to the DTC Participant's account against payment. Payment will
include interest accrued on the Global Securities from and including the last
coupon payment to and excluding the settlement date on the basis of the actual
number of days in such accrual period and a year assumed to consist to 360 days.
For transactions settling on the 31st of the month, payment will include
interest accrued to and excluding the first day of the following month. The
payment will then be reflected in the account of 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). In the event that 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.
46
<PAGE>
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 is 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 trade is reflected in their CEDEL or Euroclear accounts) in
accordance with the clearing system's customary procedures;
(b) borrowing the Global Securities in the U.S. from a DTC Participant
no later than one day prior to settlement, which would give the Global
Securities sufficient time to be reflected in their CEDEL or Euroclear
account in order to settle the sale side of the trade; or
(c) staggering the value dates for the buy and sell sides of the trade
so that the value date for the purchase from the DTC Participant is at least
one day prior to the value date for the sale to the CEDEL Participant or
Euroclear Participant.
CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS
A beneficial owner of Global Securities holding securities through CEDEL or
Euroclear (or through DTC if the holder has an address outside the U.S.) will be
subject to the 30% U.S. withholding tax that generally applies to payments of
interest (including original issue discount) on debt issued in registered form
by U.S. Persons (as defined below), unless (i) each clearing system, bank or
other financial institution that holds customers' securities in the ordinary
course of its trade or business in the chain of intermediaries between such
beneficial owner and the U.S. entity required to withhold tax complies with
applicable certification requirements and (ii) such beneficial owner takes one
of the following steps to obtain an exemption or reduced tax rate:
EXEMPTION FOR NON-U.S. PERSONS (FORM W-8). Beneficial Owners of Global
Securities that are Non-U.S. Persons (as defined below) can obtain a complete
exemption from the withholding tax by filing a signed Form W-8 (Certificate of
Foreign Status). 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 (as defined below), including a corporation or bank
that is a Non-U.S. Person, 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). Form 4224 may also be filed by the
Certificate Owner's Agent.
EXEMPTION OR REDUCED RATE FOR NON-U.S. PERSONS RESIDENT IN TREATY COUNTRIES
(FORM 1001). Non-U.S. Persons residing in a country that has a tax treaty with
the United States can obtain an exemption or reduced tax rate (depending on the
treaty terms) by filing Form 1001 (Ownership, Exemption or Reduced Rate
Certificate). 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 Certificate Owners or their 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. Owners of Global Securities
or, in the case of a Form 1001 or a Form 4224 filer, their agent, file by
submitting the appropriate form to the person through whom they hold (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 taxable year of the Owner.
The term "U.S. Person" means (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 political subdivision thereof or (iii) an estate or
trust that is subject to U.S. federal income tax regardless of the source of its
income. The term "Non-U.S. Person" means any person who is not a U.S. Person.
This summary does not deal with all aspects of U.S. Federal income tax
withholding that may be relevant to foreign holders of the Global Securities.
Investors are advised to consult their own tax advisors for specific tax advice
concerning their holding and disposing of the Global Securities.
47
<PAGE>
INDEX OF DEFINED TERMS
<TABLE>
<S> <C>
Accounts........................................................................... 26
APR................................................................................ 7
Available Funds.................................................................... 28
Balloon Receivable................................................................. 14
Bank............................................................................... 1, 4, 13
Bank Receivables................................................................... 13
Beneficial Owners.................................................................. 5
Benefit Plans...................................................................... 39
Book-Entry Certificates............................................................ 20
Business Day....................................................................... 5
Cede............................................................................... 2
CEDEL.............................................................................. 5
CEDEL Participants................................................................. 22
Certificate Account................................................................ 6
Certificate Insurance Policy....................................................... 2, 7
Certificate Insurer................................................................ 2
Certificate Principal Balance...................................................... 5
Certificateholder.................................................................. 2
Certificates....................................................................... 1, 4
CFC................................................................................ 5, 13
CFC Receivables.................................................................... 5, 13
Citibank........................................................................... 20
Claim Date......................................................................... 28
Code............................................................................... 37
Collection Account................................................................. 6
Collection Period.................................................................. 5
Commission......................................................................... 2
Cooperative........................................................................ 22
Cut-Off Date....................................................................... 1
Dealers............................................................................ 13
Defaulted Receivable............................................................... 28
Definitive Certificates............................................................ 23
Determination Date................................................................. 26
Distribution Date.................................................................. 4
DOL................................................................................ 41
DTC................................................................................ 2
DTC Participants................................................................... 22
Eligible Bank...................................................................... 25
Eligible Deposit Account........................................................... 25
Eligible Investments............................................................... 26
ERISA.............................................................................. 8
Euroclear.......................................................................... 4
Euroclear Operator................................................................. 22
Euroclear Participants............................................................. 22
European Depositaries.............................................................. 20
Excess Interest.................................................................... 6
Exchange Act....................................................................... 2
Exemption.......................................................................... 40
FDIC............................................................................... 17
Final Scheduled Distribution Date.................................................. 1
Financial Intermediary............................................................. 21
</TABLE>
48
<PAGE>
<TABLE>
<S> <C>
FIRREA............................................................................. 17
Fitch.............................................................................. 9
Foreign Owner...................................................................... 38
FTC Rule........................................................................... 36
Global Securities.................................................................. 45
Holders............................................................................ 23
Indirect DTC Participants.......................................................... 22
Initial Yield Maintenance Amount................................................... 7
Insolvency Event................................................................... 31
Insufficiency Amount............................................................... 28
Insured Payment.................................................................... 6
Issuer............................................................................. 4
Lenders............................................................................ 13
Liquidated Receivable.............................................................. 28
Liquidation Proceeds............................................................... 28
Monthly Interest................................................................... 28
Monthly Principal.................................................................. 28
Monthly Report..................................................................... 29
Moody's............................................................................ 9
Non-U.S. Person.................................................................... 47
Obligor............................................................................ 4
Optional Termination............................................................... 8
Original Certificate Principal Balance............................................. 5
OTS................................................................................ 17
Participants....................................................................... 20
Pass-Through Rate.................................................................. 5
Plan............................................................................... 9
Pool Balance....................................................................... 28
Pool Factor........................................................................ 13
Pooling Agreement.................................................................. 1
Principal Transactions Exemption................................................... 41
PTCE............................................................................... 41
Purchase Amount.................................................................... 25
Purchased Receivable............................................................... 29
Rating Agencies.................................................................... 9
Receivable File.................................................................... 24
Receivables........................................................................ 1
Record Date........................................................................ 5
Recoveries......................................................................... 29
Registration Statement............................................................. 2
Reimbursement Amount............................................................... 29
Relevant Depositary................................................................ 20
Required Payments.................................................................. 29
Required Rate...................................................................... 7
Reserve Account.................................................................... 6
Reserve Initial Deposit............................................................ 6
Restricted Group................................................................... 40
Rules.............................................................................. 21
S&P................................................................................ 9
SAIF............................................................................... 17
Securities Act..................................................................... 2
Seller............................................................................. 1
Service............................................................................ 9
</TABLE>
49
<PAGE>
<TABLE>
<S> <C>
Servicer........................................................................... 1
Servicer Default................................................................... 31
Servicer's Certificate............................................................. 27
Servicing Fee...................................................................... 8
Servicing Fee Rate................................................................. 8
Specified Reserve Balance.......................................................... 6
Terms and Conditions............................................................... 22
Trust.............................................................................. 1, 4
Trust Property..................................................................... 4
Trustee............................................................................ 1
U.S. Person........................................................................ 38, 47
UCC................................................................................ 24
Underwriters....................................................................... 42
Underwriting Agreement............................................................. 42
Vehicles........................................................................... 1
Yield Maintenance Payments......................................................... 4
Yield Maintenance Amount........................................................... 7
</TABLE>
50
<PAGE>
APPENDIX A
AUDITED FINANCIAL STATEMENTS
[TO BE PROVIDED BY CERTIFICATE INSURER]
A-1
<PAGE>
APPENDIX B
UNAUDITED INTERIM FINANCIAL STATEMENTS
[TO BE PROVIDED BY CERTIFICATE INSURER]
B-1
<PAGE>
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an itemized list of the estimated expenses to be incurred
in connection with the offering of the securities being offered hereunder other
than underwriting discounts and commissions.
<TABLE>
<S> <C>
Registration Fee.......................................................... *
Printing and Engraving.................................................... *
Trustee's Fees............................................................ *
Legal Fees and Expenses................................................... *
Blue Sky Fees and Expenses................................................ *
Accountants' Fees and Expenses............................................ *
Rating Agency Fees........................................................ *
Miscellaneous Fees........................................................ *
---------
Total................................................................... $ *
</TABLE>
- ------------------------
*To be completed by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
12 C.F.R. 545.121 of the rules and regulations of the OTS prescribe the
conditions under which indemnification may be obtained by a present or former
director, officer or employee of the Bank against whom an action has been
brought or is threatened, for any amount for which that person is liable under a
judgment and for reasonable costs and expenses, including reasonable attorney's
fees, actually paid or incurred by that person defending or settling such
action.
Subject to prior OTS review, the OTS rules and regulations require the Bank
to indemnify the director, officer or employee if (a) a final judgment on the
merits is in his favor, or (b) in the case of (i) settlement, (ii) final
judgment against him or (iii) final judgment in his favor, other than on the
merits, if a majority of the disinterested directors of the Bank determines that
he was acting in good faith within the scope of his employment or authority as
he could reasonably have perceived it under the circumstances, and for a purpose
he could reasonably have believed under the circumstances was in the best
interests of the Bank or its shareholders.
The officers and directors of the Bank are covered by directors' and
officers' insurance insuring them against any liability they may incur in their
capacities as such, subject to 12 C.F.R. 545.121 of the rules and regulations of
the OTS.
Pursuant to Section of the Underwriting Agreement, which is attached as
Exhibit 1.1 hereto, the Underwriters will agree to indemnify the Bank and its
officers and directors against certain liabilities, including liabilities under
the Securities Act of 1933, as amended, arising from information which has been
or will be furnished to the Bank by the Underwriters that appears in the
Registration Statement or the Prospectus.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
EXHIBITS
- -------------
<C> <C> <S>
1.1 -- Form of Underwriting Agreement.**
4.1 -- Form of Pooling Agreement (including form of Certificate).**
4.2 -- Form of Cash Collateral Trust Agreement.**
5.1 -- Opinion of Shaw, Pittman, Potts & Trowbridge, Special Counsel to the Bank, with respect to
legality.**
8.1 -- Opinion of Shaw, Pittman, Potts & Trowbridge, Special Counsel to the Bank, with respect to tax
matters.**
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS
- -------------
<C> <C> <S>
23.1 -- Consent of Shaw, Pittman, Potts & Trowbridge, (included in its opinion filed as Exhibit 5.1).**
23.2 -- Consent of Shaw, Pittman, Potts & Trowbridge, (included in its opinion filed as Exhibit 8.1).**
24.1 -- Powers of Attorney (included on the signature pages).
</TABLE>
- ------------------------
**To be filed by amendment.
(a) Financial Statements
All financial statements, schedules and historical financial information
have been omitted as they are not applicable.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(b) To provide to the underwriters at the closing specified in the
underwriting agreements certificates in such denominations and registered in
such names as required by the underwriters to permit prompt delivery to each
purchaser.
(c) That insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(d) That, for purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act of 1933 shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(e) That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Chevy Chase, State of Maryland, on May 23, 1996.
CHEVY CHASE BANK, F.S.B.
as Originator of the Trust and
Registrant
By: /s/ B. FRANCIS SAUL II
------------------------------------
B. Francis Saul II
Chairman of the Board
(Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen R. Halpin, Jr. and Joel A. Friedman, and
each of them, his true and lawful attorney-in-fact and agents, with full power
of substitution and resubstitution, for and in his name, place and stead, in any
and all capacities to sign any or all amendments (including post-effective
amendments) to this Registration Statement and any or all other documents in
connection therewith, and to file the same, with all exhibits thereto, with the
Securities and Exchange Commission, granting unto said authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as might or could be
done in person, hereby ratifying and confirming all said attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on May 23, 1996 by the following persons
in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE
- --------------------------------------------------- ---------------------------------------------------
<C> <S>
/s/ ALEXANDER R.M. BOYLE
---------------------------------------- Vice Chairman of the Board
Alexander R.M. Boyle
/s/ VINCENT C. BURKE, JR.
---------------------------------------- Director
Vincent C. Burke, Jr.
/s/ DONALD G. CONRAD
---------------------------------------- Director
Donald G. Conrad
---------------------------------------- Director
Gavin Malloy Farr
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE
- --------------------------------------------------- ---------------------------------------------------
<C> <S>
/s/ JOEL A. FRIEDMAN
---------------------------------------- Senior Vice President and Controller
Joel A. Friedman (Principal Accounting Officer)
---------------------------------------- Director
Gilbert M. Grosvenor
/s/ STEPHEN R. HALPIN, JR.
---------------------------------------- Executive Vice President
Stephen R. Halpin, Jr. (Principal Financial Officer)
/s/ PENNE PERCY KORTH
---------------------------------------- Director
Penne Percy Korth
/s/ LASALLE D. LEFFALL
---------------------------------------- Director
LaSalle D. Leffall
/s/ WILLIAM F. MCSWEENY
---------------------------------------- Director
William F. McSweeny
/s/ GARLAND P. MOORE, JR.
---------------------------------------- Director
Garland P. Moore, Jr.
/s/ JESSE F. NICHOLSON
---------------------------------------- Director
Jesse F. Nicholson
/s/ GEORGE M. ROGERS, JR.
---------------------------------------- Director
George M. Rogers, Jr.
/s/ B. FRANCIS SAUL II
---------------------------------------- Chairman of the Board
B. Francis Saul II (Principal Executive Officer)
---------------------------------------- Director
Leonard L. Silverstein
</TABLE>
II-4
