<PAGE>
<PAGE>
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 23, 1997
$294,377,641
RESIDENTIAL ACCREDIT LOANS, INC.
COMPANY
RESIDENTIAL FUNDING CORPORATION
MASTER SERVICER
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES 1997-QS12
<TABLE>
<C> <C> <S> <C> <C> <C>
$57,575,000 7.000% Class A-1 Certificates $59,318,800 7.250% Class A-7 Certificates
$22,405,757 9.000% Class A-2 Certificates $ 0 Variable Rate(1) Class A-8 Certificates
$62,824,125 7.000% Class A-3 Certificates $ 100 7.250% Class R Certificates
$24,294,118 6.875% Class A-4 Certificates $10,433,600 7.250% Class M-1 Certificates
$26,000,000 7.250% Class A-5 Certificates $ 4,471,600 7.250% Class M-2 Certificates
$22,583,041 7.250% Class A-6 Certificates $ 4,471,500 7.250% Class M-3 Certificates
</TABLE>
- ------------
(1) The Class A-8 Certificates will be interest only certificates and will not
be entitled to receive distributions of principal. Interest on the Class A-8
Certificates will accrue on the Notional Amount as described herein.
------------------
The Series 1997-QS12 Mortgage Asset-Backed Pass-Through Certificates will
include the following nine classes (the 'SENIOR CERTIFICATES'): (i) Class
A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class
A-4 Certificates, Class A-5 Certificates and Class A-6 Certificates;
(ii) Class A-7 Certificates (the 'PREPAYMENT LOCKOUT CERTIFICATES');
(iii) Class A-8 Certificates (the 'VARIABLE STRIP CERTIFICATES'); and
(iv) Class R Certificates (the 'RESIDUAL CERTIFICATES'). In addition
to the Senior Certificates, the Series 1997-QS12 Mortgage
Asset-Backed Pass-Through Certificates will also include six
classes of subordinate certificates which are designated as the
Class M-1 Certificates, Class M-2 Certificates and Class M-3
Certificates (collectively, the 'CLASS M CERTIFICATES') and the
Class B-1 Certificates, Class B-2 Certificates and Class B-3
Certificates (collectively, the 'CLASS B CERTIFICATES' and,
together with the Class M Certificates and Senior
Certificates, the 'CERTIFICATES'). Only the Senior
Certificates and Class M Certificates (together, the
'OFFERED CERTIFICATES') are offered hereby. See 'Index of
Principal Definitions' in the Prospectus
for the meanings of capitalized terms and acronyms not
otherwise defined herein.
(Continued on following page)
------------------
PROCEEDS OF THE ASSETS IN THE TRUST FUND ARE THE SOLE SOURCE OF PAYMENTS ON THE
OFFERED CERTIFICATES. THE OFFERED CERTIFICATES DO NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE COMPANY, THE MASTER SERVICER, GMAC MORTGAGE
GROUP, INC. OR ANY OF THEIR AFFILIATES. NEITHER THE OFFERED
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY
THE COMPANY, THE MASTER SERVICER, GMAC MORTGAGE GROUP, INC.
OR ANY OF THEIR AFFILIATES.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE
MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
------------------
FOR A DISCUSSION OF SIGNIFICANT MATTERS AFFECTING INVESTMENTS IN THE OFFERED
CERTIFICATES, SEE 'RISK FACTORS' COMMENCING ON PAGE S-11 HEREIN AND 'RISK
FACTORS' IN THE PROSPECTUS COMMENCING ON PAGE 10.
------------------
There is currently no secondary market for the Offered Certificates. Credit
Suisse First Boston Corporation (the 'UNDERWRITER') intends to make a secondary
market in the Senior Certificates other than the Variable Strip Certificates
(the 'UNDERWRITTEN CERTIFICATES'), but is not obligated to do so. There can be
no assurance that a secondary market for the Offered Certificates will develop
or, if it does develop, that it will continue. The Offered Certificates will not
be listed on any securities exchange.
The Underwritten Certificates will be purchased from the Company by the
Underwriter and will be offered by the Underwriter from time to time for sale to
the public in negotiated transactions or otherwise at varying prices to be
determined at the time of sale, except that a de minimis portion of the Residual
Certificates will be retained by Residential Funding, and such portion is not
offered hereby. The proceeds to the Company from the sale of the Underwritten
Certificates, before deducting expenses payable by the Company, will be equal to
approximately 100.01% of the initial aggregate principal balance of the
Underwritten Certificates, plus accrued interest thereon from November 1, 1997
(the 'CUT-OFF DATE'). The Underwritten Certificates are offered by the
Underwriter subject to prior sale, when, as and if delivered to and accepted by
the Underwriter and subject to certain other conditions. The Underwriter
reserves the right to withdraw, cancel or modify such offer and to reject any
order in whole or in part. It is expected that delivery of the Underwritten
Certificates (other than the Residual Certificates) will be made only in
book-entry form through the Same Day Funds Settlement System of DTC as discussed
herein, and that delivery of the Residual Certificates will be made at the
offices of the Underwriter, New York, New York on or about November 26, 1997,
against payment therefor in immediately available funds.
The Variable Strip and Class M Certificates may be offered by the Company
from time to time to the public, directly or through an underwriter or agent, in
negotiated transactions or otherwise at varying prices to be determined at the
time of sale. Proceeds to the Company from any sale of the Variable Strip and
Class M Certificates will be equal to the purchase price paid by the purchaser
thereof, net of any expenses payable by the Company and any compensation payable
to any such underwriter or agent.
CREDIT SUISSE FIRST BOSTON
The date of this Prospectus Supplement is November 24, 1997
<PAGE>
<PAGE>
(Continued from cover)
It is a condition to the issuance of the Senior Certificates (other than the
Variable Strip Certificates) that they be rated 'AAA' by Standard & Poor's
Ratings Services ('STANDARD & POOR'S') and Fitch Investors Service, L.P.
('FITCH'). It is a condition to the issuance of the Variable Strip Certificates
that they be rated 'AAAr' by Standard & Poor's and 'AAA' by Fitch. It is a
condition to the issuance of the Class M-1 Certificates, Class M-2 Certificates
and Class M-3 Certificates that they be rated not lower than 'AA,' 'A' and
'BBB,' respectively, by Fitch.
The Senior Certificates in the aggregate and the Class M-1 Certificates,
Class M-2 Certificates and Class M-3 Certificates will evidence initial
undivided interests of approximately 92.25%, 3.50%, 1.50% and 1.50%,
respectively, in the Trust Fund consisting primarily of a pool of certain
conventional, fixed-rate, one- to four-family first mortgage loans with terms to
maturity of not more than 30 years (the 'MORTGAGE LOANS'), to be deposited by
the Company into the Trust Fund for the benefit of the Certificateholders. The
Mortgage Loans have been originated using program criteria and underwriting
standards that are different from the program criteria and underwriting
standards of other mortgage loan purchase programs. See 'Risk Factors -- Risks
Associated with the Mortgage Loans' herein. Certain characteristics of the
Mortgage Loans are described herein under 'Description of the Mortgage Pool.'
The rights of the holders of the Class M Certificates and Class B Certificates
to receive distributions with respect to the Mortgage Loans will be subordinate
to the rights of the holders of the Senior Certificates; the rights of the
holders of the Class M-2 Certificates to receive distributions with respect to
the Mortgage Loans will also be subordinate to the rights of the holders of the
Class M-1 Certificates; the rights of the holders of the Class M-3 Certificates
to receive distributions with respect to the Mortgage Loans will also be
subordinate to the rights of the holders of the other classes of Class M
Certificates; and the rights of the holders of the Class B Certificates to
receive distributions with respect to the Mortgage Loans will also be
subordinate to the rights of the holders of the Class M Certificates, in each
case to the extent described herein and in the Prospectus.
The Senior Certificates other than the Variable Strip and Residual
Certificates (the 'DTC REGISTERED CERTIFICATES') initially will be represented
by certificates registered in the name of Cede & Co., as nominee of DTC, as
further described herein. The interests of beneficial owners of the DTC
Registered Certificates will be represented by book entries on the records of
participating members of DTC. Definitive certificates will be available for the
DTC Registered Certificates only under the limited circumstances described
herein. See 'Description of the Certificates -- Book-Entry Registration of
Certain of the Senior Certificates' herein.
As described herein, a REMIC election will be made in connection with the
Trust Fund for federal income tax purposes. Each class of the Offered
Certificates (other than the Residual Certificates) will represent ownership of
'regular interests' in the REMIC and the Residual Certificates will constitute
the sole class of 'residual interests' in the REMIC. See 'Certain Federal Income
Tax Consequences' herein and in the Prospectus. Transfer of the Residual
Certificates will be prohibited to any non-United States person, and will be
subject to certain additional transfer restrictions described under 'Certain
Federal Income Tax Consequences -- Special Tax Considerations Applicable to
Residual Certificates' herein and in the Prospectus under 'Certain Federal
Income Tax Consequences -- REMICs -- Tax and Restrictions on Transfers of REMIC
Residual Certificates to Certain Organizations' and ' -- Taxation of Owners of
REMIC Residual Certificates -- Noneconomic REMIC Residual Certificates.'
Distributions on the Offered Certificates will be made on the 25th day of
each month or, if such day is not a business day, then on the next business day,
commencing in December 1997 (each, a 'DISTRIBUTION DATE'). As described herein,
interest distributions on the Offered Certificates entitled to interest
distributions will be based on the Certificate Principal Balance thereof (or the
Notional Amount (as defined herein) in the case of the Variable Strip
Certificates) and the then-applicable Pass-Through Rate thereof, which will be
variable for the Variable Strip Certificates and fixed for all other classes of
Certificates, and may be reduced by certain interest shortfalls. Distributions
in respect of principal on the Offered Certificates entitled to principal
distributions will be allocated among the various classes of the Offered
Certificates as described herein under 'Description of the
Certificates -- Principal Distributions on the Senior Certificates' and
' -- Principal Distributions on the Class M Certificates.'
THE YIELD TO MATURITY ON THE OFFERED CERTIFICATES WILL DEPEND ON THE RATE
AND TIMING OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS, DEFAULTS AND
LIQUIDATIONS) ON THE MORTGAGE LOANS. THE YIELD TO MATURITY OF EACH CLASS OF
CLASS M CERTIFICATES WILL BE EXTREMELY SENSITIVE TO LOSSES DUE TO DEFAULTS ON
THE MORTGAGE LOANS (AND THE TIMING THEREOF), TO THE EXTENT THAT SUCH LOSSES ARE
NOT COVERED BY THE CLASS B CERTIFICATES OR BY ANY CLASS OF CLASS M CERTIFICATES
HAVING A LOWER PAYMENT PRIORITY, AS DESCRIBED HEREIN. THE MORTGAGE LOANS
GENERALLY MAY BE PREPAID IN FULL OR IN PART AT ANY TIME WITHOUT PENALTY. THE
YIELD TO INVESTORS ON THE OFFERED CERTIFICATES WILL BE ADVERSELY AFFECTED BY ANY
SHORTFALLS IN INTEREST COLLECTED ON THE MORTGAGE LOANS DUE TO PREPAYMENTS,
LIQUIDATIONS OR OTHERWISE. SHORTFALLS IN INTEREST COLLECTED ON THE MORTGAGE
LOANS DUE TO PREPAYMENTS IN FULL WILL BE OFFSET BY THE MASTER SERVICER TO THE
EXTENT DISCUSSED HEREIN. FURTHERMORE, THE YIELD TO INVESTORS ON THE VARIABLE
STRIP CERTIFICATES WILL BE SENSITIVE TO THE RATE AND TIMING OF PRINCIPAL
PAYMENTS (INCLUDING PREPAYMENTS, DEFAULTS AND LIQUIDATIONS) ON THE MORTGAGE
LOANS WITH NET MORTGAGE RATES THAT ARE HIGHER THAN 7.25% PER ANNUM, WHICH RATE
MAY FLUCTUATE SIGNIFICANTLY OVER TIME. A RAPID RATE OF PRINCIPAL PAYMENTS ON
SUCH MORTGAGE LOANS COULD RESULT IN THE FAILURE OF INVESTORS IN THE VARIABLE
STRIP CERTIFICATES TO FULLY RECOVER THEIR INITIAL INVESTMENTS. SEE
'SUMMARY -- SPECIAL PREPAYMENT CONSIDERATIONS,' ' -- SPECIAL YIELD
CONSIDERATIONS' AND 'CERTAIN YIELD AND PREPAYMENT CONSIDERATIONS' HEREIN AND
'YIELD CONSIDERATIONS' IN THE PROSPECTUS.
------------------
THE OFFERED CERTIFICATES OFFERED BY THIS PROSPECTUS SUPPLEMENT CONSTITUTE PART
OF A SEPARATE SERIES OF CERTIFICATES ISSUED BY THE COMPANY AND ARE BEING OFFERED
PURSUANT TO ITS PROSPECTUS DATED SEPTEMBER 23, 1997, OF WHICH THIS PROSPECTUS
SUPPLEMENT IS A PART AND WHICH ACCOMPANIES THIS PROSPECTUS SUPPLEMENT. THE
PROSPECTUS CONTAINS IMPORTANT INFORMATION REGARDING THIS OFFERING WHICH IS NOT
CONTAINED HEREIN, AND PROSPECTIVE INVESTORS ARE URGED TO READ THE PROSPECTUS AND
THIS PROSPECTUS SUPPLEMENT IN FULL. SALES OF THE OFFERED CERTIFICATES MAY NOT BE
CONSUMMATED UNLESS THE PURCHASER HAS RECEIVED BOTH THIS PROSPECTUS SUPPLEMENT
AND THE PROSPECTUS.
UNTIL FEBRUARY 23, 1998, ALL DEALERS EFFECTING TRANSACTIONS IN THE OFFERED
CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED
TO DELIVER A PROSPECTUS SUPPLEMENT AND THE PROSPECTUS TO WHICH IT RELATES. THIS
DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS SUPPLEMENT AND PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH
RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
S-2
<PAGE>
<PAGE>
SUMMARY
The following summary is qualified in its entirety by reference to the
detailed information appearing elsewhere herein and in the Prospectus.
Capitalized terms used herein and not otherwise defined herein have the meanings
assigned in the Prospectus.
<TABLE>
<S> <C>
Title of Securities................. Mortgage Asset-Backed Pass-Through Certificates, Series 1997-QS12.
Company............................. Residential Accredit Loans, Inc., an affiliate of Residential Funding
Corporation. See 'The Company' in the Prospectus.
Master Servicer..................... Residential Funding Corporation. See 'Pooling and Servicing
Agreement -- The Master Servicer' herein and 'Residential Funding
Corporation' in the Prospectus.
Trustee............................. Bankers Trust Company, a New York banking corporation.
Cut-off Date........................ November 1, 1997.
Delivery Date....................... On or about November 26, 1997.
Mortgage Pool....................... The Mortgage Pool will consist of a pool of conventional, level monthly
payment, fully amortizing, fixed-rate Mortgage Loans (the 'MORTGAGE
LOANS'), with an aggregate principal balance as of the Cut-off Date of
$298,104,002. The Mortgage Loans are secured by first liens on fee simple
or leasehold interests in one- to four-family residential real properties
(each, a 'MORTGAGED PROPERTY'). The Mortgage Loans have individual
principal balances at origination of at least $14,250 but not more than
$715,000, with an average principal balance at origination of $113,296. The
Mortgage Loans have terms to maturity from the date of origination or
modification of not more than 30 years, with a weighted average remaining
term to maturity of approximately 358 months as of the Cut-off Date.
For a further description of the Mortgage Loans, see 'Description of the
Mortgage Pool' herein. The Mortgage Loans have been originated using
program criteria and, in certain respects, underwriting standards, that are
less stringent than the program criteria and underwriting standards applied
by other first mortgage loan purchase programs such as those administered
by Fannie Mae, Freddie Mac or the Company's affiliate, Residential Funding,
for the purpose of collateralizing securities issued by Residential Funding
Mortgage Securities I, Inc. See 'Risk Factors -- Risks Associated with the
Mortgage Loans' herein.
Offered Certificates................ The Offered Certificates will be issued pursuant to a Pooling and Servicing
Agreement, to be dated as of the Cut-off Date, among the Company, the
Master Servicer and the Trustee. The Offered Certificates will have the
following Pass-Through Rates, Certificate Principal Balances and other
features as of the Cut-off Date:
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Class A-1 Certificates 7.000% $57,575,000 Senior
Class A-2 Certificates 9.000% $22,405,757 Senior
Class A-3 Certificates 7.000% $62,824,125 Senior
Class A-4 Certificates 6.875% $24,294,118 Senior
Class A-5 Certificates 7.250% $26,000,000 Senior
Class A-6 Certificates 7.250% $22,583,041 Senior
Class A-7 Certificates 7.250% $59,318,800 Prepayment
Lockout/Senior
Class A-8 Certificates Variable Rate $ 0 Variable Strip/Senior
Class R Certificates 7.250% $ 100 Residual/Senior
Class M-1 Certificates 7.250% $10,433,600 Mezzanine
Class M-2 Certificates 7.250% $ 4,471,600 Mezzanine
Class M-3 Certificates 7.250% $ 4,471,500 Mezzanine
</TABLE>
S-3
<PAGE>
<PAGE>
<TABLE>
<S> <C>
The Offered Certificates are subject to various priorities for payment of
interest and principal as described herein. For a description of the
allocation of interest and principal distributions among the Senior
Certificates and on the Class M Certificates, see 'Description of the
Certificates -- Interest Distributions,' ' -- Principal Distributions on
the Senior Certificates' and ' -- Principal Distributions on the Class M
Certificates' herein. For a description of the Pass-Through Rates on the
Variable Strip Certificates, see 'Description of the
Certificates -- Interest Distributions' herein.
Certificate Registration............ The DTC Registered Certificates will be represented by one or more
certificates registered in the name of Cede & Co., as nominee of DTC. No
Beneficial Owner will be entitled to receive a Certificate of such class in
fully registered, certificated form (a 'DEFINITIVE CERTIFICATE'), except
under the limited circumstances described herein. The Variable Strip,
Residual and Class M Certificates will be offered in fully registered,
certificated form. For further registration information and denomination
amounts see 'Description of the Certificates' herein.
Interest Distributions.............. Holders of each class of Senior Certificates will be entitled to receive
interest distributions in an amount equal to the Accrued Certificate
Interest (as defined herein) on such class on each Distribution Date in the
manner and priority set forth herein and to the extent of the Available
Distribution Amount (as defined herein) for such Distribution Date.
Holders of each class of the Class M Certificates will be entitled to
receive interest distributions in an amount equal to the Accrued
Certificate Interest on such class on each Distribution Date in the manner
and priority set forth herein and to the extent payable from the Available
Distribution Amount for such Distribution Date remaining after (i)
distributions of principal and interest to the Senior Certificates, (ii)
reimbursements for certain Advances to the Master Servicer and (iii)
distributions of interest and principal to any class of Class M
Certificates having a higher payment priority.
With respect to any Distribution Date, 'Accrued Certificate Interest' will
be equal to (a) in respect of each class of Offered Certificates (other
than the Variable Strip Certificates), interest accrued during the related
Interest Accrual Period (as defined herein) on the Certificate Principal
Balance of the Certificates of such class at the related Pass-Through Rate
and (b) in respect of the Variable Strip Certificates, interest accrued
during the related Interest Accrual Period on the Notional Amount at the
then-applicable Pass-Through Rate on such class, in each case less any
interest shortfalls not covered with respect to such class by Subordination
or by the Master Servicer as described herein, including any Prepayment
Interest Shortfall (as defined herein) allocated thereto for such
Distribution Date.
The Pass-Through Rates on all classes of Offered Certificates (other than
the Variable Strip Certificates) are fixed and are set forth on the cover
hereof. The Pass-Through Rate on the Variable Strip Certificates is
variable and will be calculated as set forth herein.
See 'Description of the Certificates -- Interest Distributions' herein.
Principal Distributions............. Holders of the Senior Certificates (other than the Variable Strip
Certificates) will be entitled to receive a distribution of principal on
each
</TABLE>
S-4
<PAGE>
<PAGE>
<TABLE>
<S> <C>
Distribution Date, in the manner and priority set forth herein, to the
extent of the portion of the Available Distribution Amount remaining after
distribution of the Senior Interest Distribution Amount (as defined
herein).
Holders of each class of Class M Certificates will be entitled to receive a
distribution of principal on each Distribution Date, in the manner and
priority set forth herein, to the extent of the portion of the Available
Distribution Amount remaining after (i) distributions in respect of
interest and principal to the holders of the Senior Certificates and any
class of Class M Certificates having a higher payment priority, (ii)
reimbursements for certain Advances to the Master Servicer and (iii)
distributions in respect of interest to the holders of such class of Class
M Certificates.
See 'Description of the Certificates -- Principal Distributions on the
Senior Certificates' and ' -- Principal Distributions on the Class M
Certificates' herein.
Advances............................ The Master Servicer is required to make Advances in respect of delinquent
payments of principal and interest on the Mortgage Loans, subject to the
limitations described herein. See 'Description of the
Certificates -- Advances' herein and in the Prospectus.
Allocation of Losses;
Subordination..................... Subject to the limitations set forth below, Realized Losses on the Mortgage
Loans will be allocated as follows: first, to the Class B Certificates;
second, to the Class M-3 Certificates; third, to the Class M-2
Certificates; fourth, to the Class M-1 Certificates until, in each case,
the Certificate Principal Balance of each such class of Certificates is
reduced to zero; and thereafter, the remainder of such Realized Loss to the
remaining classes of Senior Certificates on a pro rata basis, as described
herein.
The Subordination provided to the Senior Certificates by the Class B
Certificates and Class M Certificates and the Subordination provided to
each class of Class M Certificates by the Class B Certificates and by any
class of Class M Certificates subordinate thereto will cover Realized
Losses on the Mortgage Loans that are Defaulted Mortgage Losses, Fraud
Losses, Bankruptcy Losses and Special Hazard Losses (as defined herein).
The aggregate amounts of Realized Losses which may be allocated by means of
Subordination to cover Special Hazard Losses, Fraud Losses and Bankruptcy
Losses are initially limited to $2,981,040, $5,962,080 and $175,592,
respectively. All of the foregoing amounts are subject to periodic
reduction as described herein and may be further reduced as described in
the Prospectus under 'Subordination.'
In addition, any Special Hazard Losses, Fraud Losses and Bankruptcy Losses
in excess of the respective amounts of coverage therefor and any
Extraordinary Losses (as defined herein) on Mortgage Loans will be
allocated among the Senior Certificates, the Class M Certificates and Class
B Certificates, on a pro rata basis as described herein. See 'Description
of the Certificates -- Allocation of Losses; Subordination' herein.
Neither the Offered Certificates nor the Mortgage Loans are insured or
guaranteed by any governmental agency or instrumentality or by the
</TABLE>
S-5
<PAGE>
<PAGE>
<TABLE>
<S> <C>
Company, the Master Servicer, the Trustee, GMAC Mortgage Group, Inc. or any
affiliate thereof.
Class B Certificates................ The Class B-1 Certificates, Class B-2 Certificates and Class B-3
Certificates will each have a Pass-Through Rate of 7.25% per annum and
initial Certificate Principal Balances of $1,639,600, $745,200 and
$1,341,561, respectively, and will evidence initial undivided interests of
approximately 0.55%, 0.25% and 0.45%, respectively, in the Trust Fund. The
Class B Certificates are not being offered hereby.
Optional Termination................ At its option, on any Distribution Date when the aggregate Stated Principal
Balance of the Mortgage Loans is less than 10% of the aggregate principal
balance of the Mortgage Loans as of the Cut-off Date, the Master Servicer
or the Company may (i) purchase from the Trust Fund all remaining Mortgage
Loans and other assets thereof, and thereby effect early retirement of the
Certificates or (ii) purchase in whole, but not in part, the Certificates.
See 'Pooling and Servicing Agreement -- Termination' herein and 'The
Pooling and Servicing Agreement -- Termination; Retirement of Certificates'
in the Prospectus.
Special Prepayment Considerations... The rate and timing of principal payments on the Offered Certificates will
depend on, among other things, the rate and timing of principal payments
(including prepayments, defaults, liquidations and purchases of Mortgage
Loans due to a breach of a representation or warranty) on the Mortgage
Loans. As is the case with mortgage-backed securities generally, the
Offered Certificates are subject to substantial inherent cash-flow
uncertainties because each Mortgage Loan may be prepaid at any time.
Generally, when prevailing interest rates increase, prepayment rates on
mortgage loans tend to decrease, resulting in a slower return of principal
to investors at a time when reinvestment at such higher prevailing rates
would be desirable. Conversely, when prevailing interest rates decline,
prepayment rates on mortgage loans tend to increase, resulting in a faster
return of principal to investors at a time when reinvestment at comparable
yields may not be possible.
The multiple class structure of the Offered Certificates results in the
allocation of prepayments among certain classes as follows:
Sequentially Paying Classes: The Senior Certificates (other than the
Variable Strip Certificates) are subject to various priorities for payment
of principal as described herein. Distributions of principal on classes of
Senior Certificates having an earlier priority of payment will be affected
by the rates of prepayment of the Mortgage Loans early in the life of the
Mortgage Pool. The timing of commencement of principal distributions and
the weighted average lives of classes of Senior Certificates with a later
priority of payment will be affected by the rates of prepayment of the
Mortgage Loans experienced both before and after the commencement of
principal distributions on such classes.
Prepayment Lockout Certificates: As described herein, during certain
periods all or a disproportionately large percentage of Mortgagor
prepayments on the Mortgage Loans will be allocated among the related class
or classes of Senior Certificates (other than the Prepayment Lockout
Certificates) and, during certain periods, no Mortgagor prepayments or,
relative to the proportion of the Certificates represented by the
Prepayment Lockout Certificates, a disproportionately small portion of
</TABLE>
S-6
<PAGE>
<PAGE>
<TABLE>
<S> <C>
Mortgagor prepayments will be distributed to the Prepayment Lockout
Certificates. Unless the Certificate Principal Balances of the Senior
Certificates (other than the Prepayment Lockout Certificates) have been
reduced to zero, the Prepayment Lockout Certificates will not be entitled
to receive any distributions of Mortgagor prepayments prior to the
Distribution Date occurring in December 2002.
Certificates with Subordination Features: To the extent that no Mortgagor
prepayments or a disproportionately small percentage of Mortgagor
prepayments are distributed to the Class M Certificates, the Subordination
afforded the Senior Certificates by the Class M Certificates (together with
the Class B Certificates), in the absence of offsetting Realized Losses
allocated thereto, will be increased, and the weighted average lives of the
Class M Certificates will be extended. The Class M Certificates will not be
entitled to receive any distributions of Mortgagor prepayments prior to the
Distribution Date occurring in December 2002 unless the Certificate
Principal Balances of the Senior Certificates have been reduced to zero, as
further described herein.
See 'Description of the Certificates -- Principal Distributions on the
Senior Certificates,' ' -- Principal Distributions on the Class M
Certificates' and 'Certain Yield and Prepayment Considerations' herein, and
'Maturity and Prepayment Considerations' in the Prospectus. For further
information regarding the effect of Mortgagor prepayments on the weighted
average lives of the Offered Certificates (other than the Variable Strip
Certificates and Residual Certificates), see the table entitled 'Percent of
Initial Certificate Principal Balance Outstanding at the Following
Percentages of the Prepayment Assumption' herein.
Special Yield Considerations........ The yield to maturity on each class of Offered Certificates will depend on,
among other things, the rate and timing of principal payments (including
prepayments, defaults, liquidations and purchases of Mortgage Loans due to
a breach of a representation or warranty) on the Mortgage Loans and the
allocation thereof to reduce the Certificate Principal Balance of such
class. The yield to maturity on each class of Offered Certificates will
also depend on the Pass-Through Rate (as applicable) and the purchase price
for such Certificates. The yield to investors on any class of Offered
Certificates will be adversely affected by any allocation thereto of
Prepayment Interest Shortfalls on the Mortgage Loans, which are expected to
result from the distribution of interest only to the date of prepayment
(rather than a full month's interest) in connection with prepayments in
full and the lack of any distribution of interest on the amount of any
partial prepayments. Prepayment Interest Shortfalls resulting from
principal prepayments in full in any calendar month will not adversely
affect the yield to investors in the Offered Certificates to the extent
such Prepayment Interest Shortfalls are offset by the Master Servicer. See
'Description of the Certificates -- Interest Distributions' herein.
In general, if a class of Offered Certificates is purchased at a premium
and principal distributions thereon occur at a rate faster than assumed at
the time of purchase, the investor's actual yield to maturity will be lower
than anticipated at the time of purchase. Conversely, if a class of Offered
Certificates is purchased at a discount and principal distributions thereon
occur at a rate slower than assumed at the time of purchase, the investor's
</TABLE>
S-7
<PAGE>
<PAGE>
<TABLE>
<S> <C>
actual yield to maturity will be lower than anticipated at the time of
purchase.
The Offered Certificates were structured assuming, among other things, a
Prepayment Assumption (as defined herein) of 100% and corresponding
weighted average lives as described herein. The prepayment, yield and other
assumptions to be used for pricing purposes for the respective classes that
are to be offered hereunder may vary as determined at the time of sale.
The multiple class structure of the Offered Certificates causes the yield
of certain classes to be particularly sensitive to changes in the rates of
prepayment of the Mortgage Loans and other factors, as follows:
Prepayment Lockout Certificates: Investors in the Prepayment Lockout
Certificates should be aware that because the Prepayment Lockout
Certificates will not receive any distributions of Mortgagor prepayments
prior to the Distribution Date occurring in December 2002, and until the
Distribution Date occurring in December 2006 will receive a
disproportionately small portion of Mortgagor prepayments (unless the
Certificate Principal Balances of the Senior Certificates (other than the
Prepayment Lockout Certificates) have been reduced to zero), the weighted
average life of the Prepayment Lockout Certificates will be longer than
would otherwise be the case, and the effect on the market value of the
Prepayment Lockout Certificates of changes in market interest rates or
market yields for similar securities may be greater than for other classes
of Senior Certificates entitled to such distributions.
Variable Strip Certificates: The yield to investors on the Variable Strip
Certificates will be extremely sensitive to the rate and timing of
principal payments on the Mortgage Loans with Net Mortgage Rates higher
than 7.25% (including prepayments, defaults and liquidations), which rate
may fluctuate significantly over time. A faster than expected rate of
principal payments on such Mortgage Loans will have an adverse effect on
the yield to such investors and could result in the failure of investors in
the Variable Strip Certificates to fully recover their initial investments.
Because holders of the Variable Strip Certificates generally have rights to
relatively larger portions of interest payments on Mortgage Loans with
higher Mortgage Rates than on Mortgage Loans with lower Mortgage Rates, and
because such Mortgage Loans having higher Mortgage Rates are generally
likely to prepay at a faster rate than Mortgage Loans with lower Mortgage
Rates, the yield on the Variable Strip Certificates will be adversely
affected to a greater extent than the yields on the other Offered
Certificates if the Mortgage Loans with higher Mortgage Rates prepay faster
than the Mortgage Loans with lower Mortgage Rates. See 'Certain Yield and
Prepayment Considerations,' especially ' -- Variable Strip Certificate
Yield Considerations,' herein.
Certificates with Subordination Features: The yield to investors on each
class of Class M Certificates, and particularly on those classes of Class M
Certificates with lower payment priorities, will be extremely sensitive to
losses due to defaults on the Mortgage Loans (and the timing thereof), to
the extent such losses are not covered by the Class B Certificates or by
any other class of Class M Certificates having a lower payment priority,
because the entire amount of such losses that are covered by Subordination
will be allocable to such class or classes of Class M
</TABLE>
S-8
<PAGE>
<PAGE>
<TABLE>
<S> <C>
Certificates, as described herein. Furthermore, as described herein, the
timing of receipt of principal and interest by any class of Class M
Certificates may be adversely affected by losses even if such class does
not ultimately bear such loss. See 'Certain Yield and Prepayment
Considerations,' especially ' -- Class M-2 and Class M-3 Certificate Yield
Considerations' herein and 'Yield Considerations' in the Prospectus.
Residual Certificates: Holders of the Residual Certificates are entitled to
receive distributions of principal and interest as described herein;
however, holders of such Certificates may have tax liabilities with respect
to their Certificates during the early years of the term of the REMIC that
substantially exceed the principal and interest payable thereon during such
periods. See 'Certain Yield and Prepayment Considerations,' especially
' -- Additional Yield Considerations Applicable Solely to the Residual
Certificates' herein, 'Certain Federal Income Tax Consequences' herein and
in the Prospectus and 'Yield Considerations' in the Prospectus.
Certain Federal Income Tax
Consequences...................... A REMIC election will be made with respect to the Trust Fund for federal
income tax purposes. Upon the issuance of the Offered Certificates, Orrick,
Herrington & Sutcliffe LLP, counsel to the Company, will deliver its
opinion generally to the effect that, assuming compliance with all
provisions of the Pooling and Servicing Agreement, for federal income tax
purposes, the Trust Fund will qualify as a REMIC under Sections 860A
through 860G of the Code.
For federal income tax purposes, (a) the Residual Certificates will be the
sole class of 'residual interests' in the REMIC and (b) each class of the
Senior Certificates (other than the Residual Certificates), Class M
Certificates and Class B Certificates will represent ownership of 'regular
interests' in the REMIC and will generally be treated as representing
ownership of debt instruments of the REMIC.
Under the REMIC Regulations, the Residual Certificates may constitute
'noneconomic' residual interests for purposes of the REMIC Regulations.
Transfers of the Residual Certificates will be restricted in a manner
designed to prevent a transfer of a noneconomic residual interest from
being disregarded under the REMIC Regulations. See 'Certain Federal Income
Tax Consequences -- Special Tax Considerations Applicable to Residual
Certificates' herein and 'Certain Federal Income Tax
Consequences -- REMICs -- Taxation of Owners of REMIC Residual
Certificates -- Noneconomic REMIC Residual Certificates' in the Prospectus.
The Residual Certificateholders may be required to report an amount of
taxable income with respect to the early years of the REMIC's term that
significantly exceeds distributions on the Residual Certificates during
such years, with corresponding tax deductions or losses deferred until the
later years of the REMIC's term. Accordingly, on a present value basis, the
tax detriments occurring in the earlier years may substantially exceed the
sum of any tax benefits in the later years. As a result, the Residual
Certificateholders' after-tax rate of return may be zero or negative, even
if their pre-tax rate of return is positive.
</TABLE>
S-9
<PAGE>
<PAGE>
<TABLE>
<S> <C>
See 'Certain Yield and Prepayment Considerations,' especially
' -- Additional Yield Considerations Applicable Solely to the Residual
Certificates' and 'Certain Federal Income Tax Consequences -- Special Tax
Considerations Applicable to Residual Certificates' herein.
For further information regarding the federal income tax consequences of
investing in the Offered Certificates, see 'Certain Federal Income Tax
Consequences' herein and in the Prospectus.
Legal Investment.................... The Senior Certificates and Class M-1 Certificates will constitute
'mortgage related securities' for purposes of SMMEA for so long as they are
rated in at least the second highest rating category by one or more
nationally recognized statistical rating agencies. The Class M-2
Certificates and Class M-3 Certificates will not constitute 'mortgage
related securities' for purposes of SMMEA. Institutions whose investment
activities are subject to legal investment laws and regulations, regulatory
capital requirements or review by regulatory authorities may be subject to
restrictions on investment in the Offered Certificates and should consult
with their legal advisors. See 'Legal Investment' herein and 'Legal
Investment Matters' in the Prospectus.
Ratings............................. It is a condition to the issuance of the Senior Certificates (other than
the Variable Strip Certificates) that they be rated 'AAA' by Standard &
Poor's and Fitch. It is a condition to the issuance of the Variable Strip
Certificates that they be rated 'AAAr' by Standard & Poor's and 'AAA' by
Fitch. It is a condition to the issuance of the Class M-1, Class M-2 and
Class M-3 Certificates that they be rated not lower than 'AA,' 'A' and
'BBB,' respectively, by Fitch. A security rating is not a recommendation to
buy, sell or hold securities and may be subject to revision or withdrawal
at any time by the assigning rating organization. A security rating does
not address the frequency of prepayments of Mortgage Loans, or the
corresponding effect on yield to investors. The ratings of the Variable
Strip Certificates do not address the possibility that the holders of such
Certificates may fail to fully recover their initial investments. See
'Certain Yield and Prepayment Considerations' and 'Ratings' herein and
'Yield Considerations' in the Prospectus.
</TABLE>
S-10
<PAGE>
<PAGE>
RISK FACTORS
In addition to the matters described elsewhere in this Prospectus
Supplement and the Prospectus, prospective investors should carefully consider,
among other things, the following factors in connection with the purchase of the
Offered Certificates:
RISKS ASSOCIATED WITH THE MORTGAGE LOANS
The Mortgage Loans have been originated using program criteria and, in
certain respects, underwriting standards, that are less stringent than the
program criteria and underwriting standards applied by other first mortgage loan
purchase programs such as those run by Fannie Mae or by Freddie Mac or by the
Company's affiliate, Residential Funding, for the purpose of collateralizing
securities issued by Residential Funding Mortgage Securities I, Inc.
Approximately 31.7% (by aggregate principal balance as of the Cut-off Date) of
the Mortgage Loans are secured by non-owner occupied properties. Such Mortgage
Loans may present a greater risk of loss when a borrower experiences financial
difficulties because a mortgage loan secured by non-owner occupied property may
be more likely to default than a mortgage loan secured by a primary residence.
In addition, mortgage loans with higher Loan-to-Value Ratios and mortgage loans
made to International Borrowers, mortgagors whose debt-to-income ratios are
higher than are permitted pursuant to such other programs or whose income is not
required to be provided or verified may also present a greater risk of default.
See 'The Trust Funds -- The Mortgage Loans -- Underwriting Policies' and
'Certain Legal Aspects of Mortgage Loans and Contracts' in the Prospectus.
In addition to the foregoing, from time to time certain geographic regions
will experience weaker regional economic conditions and housing markets and,
consequently, may experience higher rates of loss and delinquency than will be
experienced on mortgage loans generally. For example, a region's economic
condition and housing market may be directly, or indirectly, adversely affected
by natural disasters or civil disturbances such as earthquakes, hurricanes,
floods, eruptions or riots. The economic impact of any of these types of events
may also be felt in areas beyond the region immediately affected by the disaster
or disturbance. The Mortgage Loans in the Trust Fund may be concentrated in
these regions, and such concentration may present risks in addition to those
generally present for similar mortgage-backed securities without such
concentration.
VARIABLE STRIP CERTIFICATE YIELD CONSIDERATIONS
Investors in the Variable Strip Certificates should be aware that the yield
to maturity on such Certificates will be extremely sensitive to both the timing
of receipt of prepayments and the overall rate of principal prepayments and
defaults on the Mortgage Loans with Net Mortgage Rates that are higher than
7.25% per annum, which rate may fluctuate significantly over time. Investors in
the Variable Strip Certificates should fully consider the risk that a rapid rate
of prepayments on such Mortgage Loans could result in the failure of such
investors to fully recover their investments.
LIMITED OBLIGATIONS
The Certificates will not represent an interest in or obligation of the
Company, the Master Servicer, the Mortgage Collateral Sellers, GMAC Mortgage
Group, Inc. or any of their affiliates. The only obligations of the foregoing
entities with respect to the Certificates or any Mortgage Loan will be the
obligations (if any) of the Company, the Mortgage Collateral Sellers and the
Master Servicer pursuant to certain limited representations and warranties made
with respect to the Mortgage Loans and the Master Servicer's servicing
obligations under the Pooling and Servicing Agreement (including the Master
Servicer's limited obligation to make certain Advances). Neither the
Certificates nor the underlying Mortgage Loans will be guaranteed or insured by
any governmental agency or instrumentality, or by the Company, the Master
Servicer, the Mortgage Collateral Sellers, GMAC Mortgage Group, Inc. or any of
their affiliates. Proceeds of the assets included in the Trust Fund (including
the Mortgage Loans) will be the sole source of payments on the Certificates, and
there will be no recourse to the Company, the Master Servicer, the Mortgage
Collateral Sellers, GMAC Mortgage Group, Inc. or any other entity in the event
that such proceeds are insufficient or otherwise unavailable to make all
payments provided for under the Certificates.
S-11
<PAGE>
<PAGE>
LIMITATIONS AND SUBSTITUTION OF CREDIT ENHANCEMENT
Credit enhancement will be provided for the Senior Certificates in the form
of the Subordination provisions described herein. None of the Company, the
Master Servicer, the Mortgage Collateral Sellers, GMAC Mortgage Group, Inc. nor
any of their affiliates will have any obligation to replace or supplement such
credit enhancement, or to take any other action to maintain any rating of the
Offered Certificates.
DESCRIPTION OF THE MORTGAGE POOL
GENERAL
The Mortgage Pool will consist of Mortgage Loans with an aggregate
principal balance outstanding as of the Cut-off Date, after deducting payments
of principal due on such date, of $298,104,002. The Mortgage Loans are secured
by first liens on fee simple or leasehold interests in one- to four-family
residential real properties. The Mortgage Pool will consist of fixed-rate
Mortgage Loans with terms to maturity of not more than 30 years. With respect to
Mortgage Loans that have been modified, references herein to the date of
origination shall be deemed to be the date of the most recent modification. All
percentages of the Mortgage Loans described herein are approximate percentages
(except as otherwise indicated) by aggregate principal balance as of the Cut-off
Date.
All of the Mortgage Loans were purchased by the Company through its
affiliate Residential Funding from Unaffiliated Sellers as described herein and
in the Prospectus, except in the case of 16.0% and 1.9% of the Mortgage Loans
which were purchased by the Company from HomeComings Financial Network, Inc. and
GMAC Mortgage, respectively, each of which is an affiliate of the Company. No
Unaffiliated Seller sold more than 18.2% of the Mortgage Loans to Residential
Funding. 83.5% of the Mortgage Loans are being subserviced by Capstead Inc.
('CAPSTEAD'). See ' -- Primary Servicing' herein. All of the Mortgage Loans were
generally underwritten in conformity with or in a manner generally consistent
with the Program. See ' -- The Program' below.
The Company and Residential Funding will make certain limited
representations and warranties regarding the Mortgage Loans as of the date of
issuance of the Certificates. The Company and Residential Funding will be
required to repurchase or substitute for any Mortgage Loan as to which a breach
of its representations and warranties with respect to such Mortgage Loan occurs
if such breach materially and adversely affects the interests of the
Certificateholders in any such Mortgage Loan and such Mortgage Loan is not
otherwise repurchased by the related Mortgage Collateral Seller. The Company, as
assignee of Residential Funding, will also assign to the Trustee for the benefit
of the Certificateholders certain of its rights, title and interest in any
agreement relating to the transfer and assignment of the Mortgage Loans to the
Company by Residential Funding, including certain representations and warranties
made by the Mortgage Collateral Sellers. Insofar as any such agreement relates
to the representations and warranties made by the related Mortgage Collateral
Seller in respect of such Mortgage Loan and any remedies provided thereunder for
any breach of such representations and warranties, such right, title and
interest may be enforced by the Master Servicer on behalf of the Trustee and the
Certificateholders. However, neither the Company nor Residential Funding will be
required to repurchase or substitute for any Mortgage Loan in the event of a
breach of its representations and warranties with respect to such Mortgage Loan
if the substance of any such breach also constitutes fraud in the origination of
such affected Mortgage Loan.
MORTGAGE POOL CHARACTERISTICS
None of the Mortgage Loans will have been originated prior to September 12,
1995, or will have a maturity date later than November 1, 2027. No Mortgage Loan
will have a remaining term to maturity as of the Cut-off Date of less than 131
months. The weighted average remaining term to maturity of the Mortgage Loans as
of the Cut-off Date will be approximately 358 months. The weighted average
original term to maturity of the Mortgage Loans as of the Cut-off Date will be
approximately 360 months.
As of the Cut-off Date, no Mortgage Loan will be one month or more
delinquent in payment of principal and interest.
No Mortgage Loan provides for deferred interest or negative amortization.
Three Mortgage Loans, representing no more than 0.2% of the Mortgage Loans,
will be Buy-Down Loans.
S-12
<PAGE>
<PAGE>
No more than 2.0% of the Mortgage Loans will have been made to
International Borrowers.
Set forth below is a description of certain additional characteristics of
the Mortgage Loans as of the Cut-off Date (except as otherwise indicated). All
percentages of the Mortgage Loans are approximate percentages by aggregate
principal balance of the Mortgage Loans as of the Cut-off Date (except as
otherwise indicated). Unless otherwise specified, all principal balances of the
Mortgage Loans are as of the Cut-off Date and are rounded to the nearest dollar.
MORTGAGE RATES
<TABLE>
<CAPTION>
PERCENT PERCENT
NUMBER OF PERCENT OF WTD AVG. PERCENT PERCENT PRIMARY SINGLE
MORTGAGE RATES (%) MORTGAGE LOANS PRINCIPAL BALANCE MORTGAGE POOL LTV PURCHASE FULL DOC RESIDENCE FAMILY
- -------------------- -------------- ----------------- ------------- -------- -------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
7.500 - 7.999..... 183 $ 28,188,659 9.46% 74.80% 68.04% 43.31% 91.55% 71.02%
8.000 - 8.499..... 789 103,636,906 34.77 77.11 63.86 40.89 80.60 68.12
8.500 - 8.999..... 1,215 129,217,764 43.35 79.49 68.25 58.20 56.87 57.20
9.000 - 9.499..... 419 35,328,831 11.85 83.27 79.17 80.21 26.42 49.31
9.500 - 9.999..... 24 1,537,755 0.52 81.81 65.91 56.17 43.19 39.67
10.000 - 10.499..... 2 147,306 0.05 90.00 100.00 100.00 0.00 48.09
10.500 - 10.999..... 2 46,781 0.02 90.00 100.00 100.00 0.00 0.00
----- ----------------- ------ -------- -------- -------- --------- -------
Total........... 2,634 $ 298,104,002 100.00% 78.69% 68.01% 53.40% 64.68% 61.26%
----- ----------------- ------ -------- -------- -------- --------- -------
----- ----------------- ------ -------- -------- -------- --------- -------
</TABLE>
As of the Cut-off Date, the weighted average Mortgage Rate of the Mortgage
Loans will be approximately 8.4856% per annum.
ORIGINAL MORTGAGE LOAN PRINCIPAL BALANCES
<TABLE>
<CAPTION>
PERCENT PERCENT
ORIGINAL MORTGAGE NUMBER OF PERCENT OF WTD AVG. PERCENT PERCENT PRIMARY SINGLE
LOAN BALANCE MORTGAGE LOANS PRINCIPAL BALANCE MORTGAGE POOL LTV PURCHASE FULL DOC RESIDENCE FAMILY
- -------------------- -------------- ----------------- ------------- -------- -------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0 - 25,000... 38 $ 807,086 0.27% 83.83% 83.84% 94.27% 17.01% 52.40%
25,001 - 50,000... 425 16,993,248 5.70 79.92 78.46 83.94 22.76 58.62
50,001 - 75,000... 528 32,822,424 11.01 79.72 77.99 71.47 36.86 54.29
75,001 - 100,000... 455 39,712,081 13.32 78.58 76.27 62.99 44.49 62.29
100,001 - 125,000... 346 38,886,201 13.04 80.48 71.02 61.98 54.77 56.16
125,001 - 150,000... 258 35,301,063 11.84 78.89 70.59 52.18 66.01 58.97
150,001 - 175,000... 178 28,856,789 9.68 78.95 69.58 44.95 79.13 64.84
175,001 - 200,000... 109 20,448,216 6.86 77.61 60.61 42.95 73.63 59.95
200,001 - 250,000... 135 30,014,300 10.07 78.77 61.54 45.07 86.66 61.57
250,001 - 300,000... 82 22,524,940 7.56 78.03 58.68 36.54 89.95 69.75
300,001 - 400,000... 54 18,922,016 6.35 76.15 55.52 36.35 92.37 73.66
400,001 - 500,000... 19 8,653,942 2.90 75.54 37.85 4.91 100.00 63.53
500,001 - 600,000... 4 2,197,997 0.74 74.93 50.30 50.30 100.00 50.13
600,001 - 700,000... 2 1,249,566 0.42 69.92 100.00 100.00 100.00 49.62
700,001 - 800,000... 1 714,131 0.24 65.00 0.00 0.00 100.00 100.00
----- ----------------- ------ -------- -------- -------- --------- -------
Total or
Weighted
Average....... 2,634 $ 298,104,002 100.00% 78.69% 68.01% 53.40% 64.68% 61.26%
----- ----------------- ------ -------- -------- -------- --------- -------
----- ----------------- ------ -------- -------- -------- --------- -------
</TABLE>
As of the Cut-off Date, the average unpaid principal balance of the
Mortgage Loans will be approximately $113,175.
S-13
<PAGE>
<PAGE>
ORIGINAL LOAN-TO-VALUE RATIOS
<TABLE>
<CAPTION>
ORIGINAL PERCENT PERCENT
LOAN-TO-VALUE RATIO NUMBER OF PERCENT OF PERCENT PERCENT PRIMARY SINGLE
(%) MORTGAGE LOANS PRINCIPAL BALANCE MORTGAGE POOL PURCHASE FULL DOC RESIDENCE FAMILY
- -------------------- -------------- ----------------- ------------- -------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
0.01 - 50.00....... 89 $ 7,443,526 2.50% 38.64% 12.74% 77.76% 77.04%
50.01 - 55.00....... 36 3,657,678 1.23 56.82 12.90 76.43 73.61
55.01 - 60.00....... 71 8,574,773 2.88 40.64 28.67 74.98 73.04
60.01 - 65.00....... 105 12,839,016 4.31 33.89 21.00 64.30 57.95
65.01 - 70.00....... 185 18,614,511 6.24 41.91 45.82 49.39 55.69
70.01 - 75.00....... 267 35,278,716 11.83 47.12 33.53 71.78 64.92
75.01 - 80.00....... 889 127,591,906 42.80 75.20 37.74 84.18 64.84
80.01 - 85.00....... 116 12,496,906 4.19 28.64 100.00 69.57 76.14
85.01 - 90.00....... 802 62,330,934 20.91 95.58 100.00 15.51 50.68
90.01 - 95.00....... 74 9,276,036 3.11 69.08 100.00 100.00 36.63
----- ----------------- ------ -------- -------- --------- -------
Total or
Weighted
Average....... 2,634 $ 298,104,002 100.00% 68.01% 53.40% 64.68% 61.26%
----- ----------------- ------ -------- -------- --------- -------
----- ----------------- ------ -------- -------- --------- -------
</TABLE>
The weighted average Loan-to-Value Ratio at origination of the Mortgage
Loans will be approximately 78.69%.
GEOGRAPHIC DISTRIBUTION OF MORTGAGED PROPERTIES
<TABLE>
<CAPTION>
PERCENT PERCENT
NUMBER OF PERCENT OF WTD AVG. PERCENT PERCENT PRIMARY SINGLE
STATE MORTGAGE LOANS PRINCIPAL BALANCE MORTGAGE POOL LTV PURCHASE FULL DOC RESIDENCE FAMILY
- -------------------- -------------- ----------------- ------------- -------- -------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
California.......... 349 $ 61,111,604 20.50% 76.67% 54.39% 50.11% 78.66% 66.90%
Florida............. 284 27,309,877 9.16 78.33 79.66 54.93 58.79 42.80
Texas............... 226 20,761,580 6.96 81.66 87.15 62.08 62.97 58.18
New York............ 116 17,198,339 5.77 79.54 87.00 37.99 82.35 57.95
Colorado............ 131 15,712,188 5.27 77.77 54.29 52.49 63.90 60.68
Georgia............. 137 13,538,509 4.54 81.90 69.61 58.19 50.57 71.19
New Jersey.......... 100 13,064,829 4.38 77.59 76.17 36.10 74.12 62.99
Illinois............ 106 12,030,401 4.04 79.66 67.41 43.89 70.92 60.54
Arizona............. 101 9,386,410 3.15 80.84 75.21 62.02 41.39 38.95
Other(1)............ 1,084 107,990,265 36.23 78.78 66.30 57.59 57.86 64.51
----- ----------------- ------ -------- -------- -------- --------- -------
Total or
Weighted
Average....... 2,634 $ 298,104,002 100.00% 78.69% 68.01% 53.40% 64.68% 61.26%
----- ----------------- ------ -------- -------- -------- --------- -------
----- ----------------- ------ -------- -------- -------- --------- -------
</TABLE>
- ------------
(1) Other includes states and the District of Columbia with under 3%
concentrations individually.
No more than 0.5% of the Mortgage Loans will be secured by Mortgaged
Properties located in any one zip code area in California and no more than 0.4%
of the Mortgage Loans will be secured by Mortgaged Properties located in any one
zip code area outside California.
MORTGAGE LOAN PURPOSE
<TABLE>
<CAPTION>
PERCENT PERCENT
NUMBER OF PERCENT OF WTD AVG. PERCENT PRIMARY SINGLE
LOAN PURPOSE MORTGAGE LOANS PRINCIPAL BALANCE MORTGAGE POOL LTV FULL DOC RESIDENCE FAMILY
- -------------------- -------------- ----------------- ------------- -------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Purchase............ 1,913 $ 202,286,517 67.86% 81.00% 56.30% 58.52% 55.49%
Rate/Term
Refinance......... 296 41,015,121 13.76 75.67 46.78 73.18 71.18
Equity Refinance.... 420 54,360,806 18.24 72.31 47.47 81.41 75.33
Purchase (non-owner
occ).............. 5 441,559 0.15 83.23 70.50 40.71 54.00
----- ----------------- ------ -------- -------- --------- -------
Total or
Weighted
Average....... 2,634 $ 298,104,002 100.00% 78.69% 53.40% 64.68% 61.26%
----- ----------------- ------ -------- -------- --------- -------
----- ----------------- ------ -------- -------- --------- -------
</TABLE>
S-14
<PAGE>
<PAGE>
MORTGAGE LOAN DOCUMENTATION TYPES
<TABLE>
<CAPTION>
PERCENT PERCENT
NUMBER OF PERCENT OF WTD AVG. PERCENT PRIMARY SINGLE
DOCUMENTATION TYPE MORTGAGE LOANS PRINCIPAL BALANCE MORTGAGE POOL LTV PURCHASE RESIDENCE FAMILY
- -------------------- -------------- ----------------- ------------- -------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Full
Documentation..... 1,655 $ 159,186,001 53.40% 83.16% 71.74% 38.39% 53.68%
No Income/No
Asset............. 8 1,444,581 0.48 73.42 60.35 85.53 80.28
No Stated Income
Prg............... 494 61,431,283 20.61 72.45 66.25 96.88 73.12
Reduced
Documentation..... 477 76,042,137 25.51 74.46 61.76 93.33 67.20
----- ----------------- ------ -------- -------- --------- -------
Total or
Weighted
Average....... 2,634 $ 298,104,002 100.00% 78.69% 68.01% 64.68% 61.26%
----- ----------------- ------ -------- -------- --------- -------
----- ----------------- ------ -------- -------- --------- -------
</TABLE>
No more than 22.0% of reduced documentation Mortgage Loans, no stated
income program Mortgage Loans and no income/no asset Mortgage Loans will be
secured by Mortgaged Properties located in California.
OCCUPANCY TYPES
<TABLE>
<CAPTION>
PERCENT
NUMBER OF PERCENT OF WTD AVG. PERCENT PERCENT SINGLE
OCCUPANCY MORTGAGE LOANS PRINCIPAL BALANCE MORTGAGE POOL LTV PURCHASE FULL DOC FAMILY
- -------------------- -------------- ----------------- ------------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Non
Owner-occupied.... 1,190 $ 94,430,249 31.68% 82.61% 79.49% 95.58% 50.53%
Primary Residence... 1,343 192,828,301 64.68 77.04 61.48 31.69 67.52
Second/Vacation..... 101 10,845,452 3.64 73.77 83.97 72.13 43.50
----- ----------------- ------ -------- -------- -------- -------
Total or
Weighted
Average....... 2,634 $ 298,104,002 100.00% 78.69% 68.01% 53.40% 61.26%
----- ----------------- ------ -------- -------- -------- -------
----- ----------------- ------ -------- -------- -------- -------
</TABLE>
MORTGAGED PROPERTY TYPES
<TABLE>
<CAPTION>
PERCENT
NUMBER OF PERCENT OF WTD AVG. PERCENT PERCENT PRIMARY
PROPERTY TYPE MORTGAGE LOANS PRINCIPAL BALANCE MORTGAGE POOL LTV PURCHASE FULL DOC RESIDENCE
- -------------------- -------------- ----------------- ------------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Single-family
detached.......... 1,560 $ 182,626,776 61.26% 77.78% 61.59% 46.79% 71.29%
Two- to four-family
units............. 415 43,587,361 14.62 83.33 80.37 86.23 32.67
Planned Unit
Developments
(detached)........ 209 32,854,638 11.02 76.90 73.44 37.02 81.99
Condo Low-Rise (less
than 5 stories)... 272 20,306,975 6.81 79.90 84.72 66.66 54.08
Planned Unit
Developments
(attached)........ 67 6,860,185 2.30 78.99 71.86 44.77 61.79
Condo High-Rise (9
stories or
more)............. 33 3,755,061 1.26 75.08 84.93 55.83 56.30
Condo Mid-Rise (5 to
8 stories)........ 22 1,904,917 0.64 82.58 71.37 66.03 45.36
Townhouse........... 27 1,876,882 0.63 78.60 79.15 52.68 41.68
Two- to four-family
units -- Townhouse... 10 1,862,642 0.62 82.31 69.02 75.20 80.78
Two- to four-family
units -- Detatched
PUD............... 8 1,349,939 0.45 81.42 76.39 61.79 38.21
Manufactured
House............. 3 265,627 0.09 77.43 27.73 100.00 72.27
Leasehold........... 2 263,396 0.09 77.68 81.31 18.69 100.00
Condotel (1-4
stories).......... 3 247,319 0.08 69.51 60.78 60.78 0.00
Two- to four-family
units -- Attached
PUD............... 1 176,903 0.06 64.00 0.00 100.00 0.00
Condotel (5-8
stories).......... 1 129,089 0.04 56.00 100.00 100.00 0.00
Modular............. 1 36,292 0.01 75.00 100.00 100.00 0.00
----- ----------------- ------ -------- -------- -------- ---------
Total or
Weighted
Average....... 2,634 $ 298,104,002 100.00% 78.69% 68.01% 53.40% 64.68%
----- ----------------- ------ -------- -------- -------- ---------
----- ----------------- ------ -------- -------- -------- ---------
</TABLE>
In connection with the Mortgage Loans secured by a leasehold interest, the
related Mortgage Collateral Seller shall have represented to the Company that,
among other things: the use of leasehold estates for residential properties is
an accepted practice in the area where the related Mortgaged Property is
located; residential property in such area consisting of leasehold estates is
readily marketable; the lease is recorded and no party is in any way in breach
of any provision of such lease; the leasehold is in full force and effect and is
not subject to any prior lien or encumbrance by which the leasehold could be
terminated or subject to any charge or penalty; and the remaining term of the
lease does not terminate less than ten years after the maturity date of such
Mortgage Loan.
STANDARD HAZARD INSURANCE AND PRIMARY MORTGAGE INSURANCE
Each Mortgage Loan is required to be covered by a standard hazard insurance
policy. In addition, to the best of the Company's knowledge, except with respect
to twelve Mortgage Loans representing approximately 0.5% of the Mortgage Loans,
each Mortgage Loan with a Loan-to-Value Ratio at origination in excess of 80%
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will be insured by a primary mortgage insurance policy (a 'PRIMARY INSURANCE
POLICY') covering the amount of such Mortgage Loan generally in excess of 75% of
the value of the related Mortgaged Property used in determining such
Loan-to-Value Ratio (the 'APPRAISED VALUE'). Substantially all of such Primary
Insurance Policies were issued by General Electric Mortgage Insurance
Corporation, PMI Mortgage Insurance Company, Mortgage Guaranty Insurance
Corporation, United Guaranty Residential Insurance Company, Commonwealth
Mortgage Assurance Corporation or Republic Mortgage Insurance Company
(collectively, the 'PRIMARY INSURERS'). Each Primary Insurer has a claims paying
ability currently acceptable to the Rating Agencies that have been requested to
rate the Certificates; however, there is no assurance as to the actual ability
of any Primary Insurer to pay claims. See 'Insurance Policies on Mortgage Loans
or Contracts -- Standard Hazard Insurance on Mortgaged Properties' and
' -- Primary Mortgage Insurance Policies' in the Prospectus.
THE PROGRAM
General. Residential Funding commenced its Expanded Criteria Mortgage
Program (the 'PROGRAM') primarily for the purchase of mortgage loans that
generally would not qualify for other first mortgage purchase programs such as
those run by Fannie Mae or Freddie Mac or by Residential Funding in connection
with securities issued by the Company's affiliate, Residential Funding Mortgage
Securities I, Inc. Examples include mortgage loans secured by non-owner occupied
properties, mortgage loans made to borrowers whose income is not required to be
provided or verified, mortgage loans with higher Loan-to-Value Ratios or
mortgage loans made to borrowers whose ratios of debt service on the mortgage
loan to income and total debt service on borrowings to income are higher than
for such other programs. Borrowers may be International Borrowers. The Mortgage
Loans also include mortgage loans secured by smaller or larger parcels of land,
mortgage loans with higher Loan-to-Value Ratios than in such other programs and
mortgage loans with Loan-to-Value Ratios over 80% that do not require primary
mortgage insurance. See ' -- Program Underwriting Standards,' below. The
inclusion of such Mortgage Loans may present certain risks that are not present
in such other programs. The Program is administered by Residential Funding on
behalf of the Company.
Qualifications of Program Sellers. Each Program Seller has been selected by
Residential Funding on the basis of criteria set forth in Residential Funding's
Program Seller Guide (as applicable to the Program, the 'PROGRAM SELLER GUIDE').
See 'The Trust Funds -- Mortgage Collateral Sellers' in the Prospectus.
Program Underwriting Standards. In accordance with the Program Seller
Guide, the Program Seller is required to review an application designed to
provide to the original lender pertinent credit information concerning the
mortgagor. As part of the description of the mortgagor's financial condition,
each mortgagor is required to furnish information (which may have been supplied
solely in such application) with respect to its assets, liabilities, income
(except as described below), credit history and employment history, and to
furnish an authorization to apply for a credit report which summarizes the
borrower's credit history with local merchants and lenders and any record of
bankruptcy. The mortgagor may also be required to authorize verifications of
deposits at financial institutions where the mortgagor had demand or savings
accounts. In the case of non-owner occupied properties, income derived from the
mortgaged property may be considered for underwriting purposes. With respect to
mortgaged property consisting of a vacation or second home, generally no income
derived from the property is considered for underwriting purposes.
Based on the data provided in the application and certain verifications (if
required), a determination is made by the original lender that the mortgagor's
monthly income (if required to be stated) will be sufficient to enable the
mortgagor to meet its monthly obligations on the mortgage loan and other
expenses related to the property (such as property taxes, utility costs,
standard hazard insurance and other fixed obligations other than housing
expenses). Generally, scheduled payments on a mortgage loan during the first
year of its term plus taxes and insurance and all scheduled payments on
obligations that extend beyond ten months (including those mentioned above and
other fixed obligations) equal no more than specified percentages of the
prospective mortgagor's gross income. The originator may also consider the
amount of liquid assets available to the mortgagor after origination.
Certain of the Mortgage Loans have been originated under 'reduced
documentation' or 'no stated income' programs which require less documentation
and verification than do traditional 'full documentation' programs. Generally,
under a 'reduced documentation' program, no verification of a mortgagor's stated
income is undertaken by the originator. Under a 'no stated income' program,
certain borrowers with acceptable payment histories will not be required to
provide any information regarding income and no other investigation regarding
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the borrower's income will be undertaken. Under a 'no income/no asset' program,
no verification of a mortgagor's income or assets is undertaken by the
originator. The underwriting for such mortgage loans may be based primarily or
entirely on an appraisal of the Mortgaged Property and the Loan-to-Value Ratio
at origination.
The adequacy of the mortgaged property as security for repayment of the
related mortgage loan generally is determined by an appraisal in accordance with
appraisal procedure guidelines set forth in the Program Seller Guide. Appraisers
may be staff appraisers employed by the originator. The appraisal procedure
guidelines generally require the appraiser or an agent on its behalf to
personally inspect the property and to verify whether the property is in good
condition and that construction, if new, has been substantially completed. The
appraiser is required to consider a market data analysis of recent sales of
comparable properties and, when deemed applicable, an analysis based on income
generated from the property, or replacement cost analysis based on the current
cost of constructing or purchasing a similar property. In certain instances, the
Loan-to-Value Ratio is based on the appraised value as indicated on a review
appraisal conducted by the Mortgage Collateral Seller or originator.
Prior to assigning the Mortgage Loans to the Company, Residential Funding
reviewed the underwriting documentation for substantially all of the Mortgage
Loans and, in such cases, determined that the Mortgage Loans were originated
generally in accordance with or in a manner generally consistent with the
underwriting standards set forth in the Program Seller Guide.
Because of the program criteria and underwriting standards described above,
the Mortgage Loans may experience greater rates of delinquency, foreclosure and
loss than mortgage loans required to satisfy more stringent underwriting
standards.
RESIDENTIAL FUNDING
Residential Funding will be responsible for master servicing the Mortgage
Loans. Such responsibilities will include the receipt of funds from
Sub-Servicers, the reconciliation of servicing activity with respect to the
Mortgage Loans, investor reporting, remittances to the Trustee to accommodate
distributions to Certificateholders, follow up with Sub-Servicers with respect
to Mortgage Loans that are delinquent or for which servicing decisions may need
to be made, management and liquidation of mortgaged properties acquired by
foreclosure or deed in lieu of foreclosure, notices and other responsibilities
as detailed in the Pooling and Servicing Agreement.
Residential Funding and its affiliates are active purchasers of
non-conforming mortgage loans and have sold a substantial amount of mortgage
loans that do not present certain of the special risk factors presented by the
Mortgage Loans as described herein. Residential Funding serves as the master
servicer for transactions backed by most of such mortgage loans. As a result of
the program criteria and underwriting standards of the Mortgage Loans, however,
the Mortgage Loans may experience rates of delinquency, foreclosure and loss
that are higher than those experienced by other pools of mortgage loans for
which Residential Funding acts as master servicer.
PRIMARY SERVICING
Primary servicing will be provided by Capstead for approximately 83.5% of
the Mortgage Loans. As of September 30, 1997, Capstead serviced or subserviced
approximately $48.3 billion of conventional one- to four-family residential
mortgage loans. The principal office of Capstead is located at 2711 North
Haskell Avenue, Suite 900, Dallas, Texas, 75204 and its telephone number is
(214) 874-2323.
ADDITIONAL INFORMATION
The description in this Prospectus Supplement of the Mortgage Pool and the
Mortgaged Properties is based upon the Mortgage Pool as constituted at the close
of business on the Cut-off Date, as adjusted for the scheduled principal
payments due on or before such date. Prior to the issuance of the Offered
Certificates, Mortgage Loans may be removed from the Mortgage Pool as a result
of incomplete documentation or otherwise, if the Company deems such removal
necessary or appropriate. A limited number of other mortgage loans may be added
to the Mortgage Pool prior to the issuance of the Offered Certificates. The
Company believes that the information set forth herein will be substantially
representative of the characteristics of the Mortgage Pool as it will be
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constituted at the time the Offered Certificates are issued, although the range
of Mortgage Rates and maturities and certain other characteristics of the
Mortgage Loans in the Mortgage Pool may vary.
A Current Report on Form 8-K, together with the Pooling and Servicing
Agreement, will be filed with the Securities and Exchange Commission within
fifteen days after the initial issuance of the Offered Certificates. In the
event Mortgage Loans are removed from or added to the Mortgage Pool as set forth
in the preceding paragraph, such removal or addition will be noted in the
Current Report on Form 8-K.
DESCRIPTION OF THE CERTIFICATES
GENERAL
The Series 1997-QS12 Mortgage Asset-Backed Pass-Through Certificates will
include the following nine classes (the 'SENIOR CERTIFICATES'): (i) Class A-1
Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4
Certificates, Class A-5 Certificates and Class A-6 Certificates; (ii) Class A-7
Certificates (the 'PREPAYMENT LOCKOUT CERTIFICATES'); (iii) Class A-8
Certificates (the 'VARIABLE STRIP CERTIFICATES'); and (iv) Class R Certificates
(the 'RESIDUAL CERTIFICATES'). In addition to the Senior Certificates, the
Series 1997-QS12 Mortgage Asset-Backed Pass-Through Certificates will also
include six classes of subordinate certificates which are designated as the
Class M-1 Certificates, Class M-2 Certificates and Class M-3 Certificates
(collectively, the 'CLASS M CERTIFICATES') and the Class B-1 Certificates, Class
B-2 Certificates and Class B-3 Certificates (collectively, the 'CLASS B
CERTIFICATES' and, together with the Class M Certificates and Senior
Certificates, the 'CERTIFICATES'). Only the Senior Certificates and Class M
Certificates (together, the 'OFFERED CERTIFICATES') are offered hereby.
The Certificates will evidence the entire beneficial ownership interest in
the Trust Fund. The Trust Fund will consist of: (i) the Mortgage Loans; (ii)
such assets as from time to time are identified as deposited in respect of the
Mortgage Loans in the Custodial Account and in the Certificate Account and
belonging to the Trust Fund; (iii) property acquired by foreclosure of such
Mortgage Loans or deed in lieu of foreclosure; (iv) any applicable Primary
Insurance Policies and standard hazard insurance policies; and (v) all proceeds
thereof.
The DTC Registered Certificates will be issued, maintained and transferred
on the book-entry records of DTC and its Participants. The DTC Registered
Certificates will be issued in minimum denominations of $25,000 and integral
multiples of $1 in excess thereof. The Class M-1 Certificates will be issued in
registered, certificated form in minimum denominations of $25,000 and integral
multiples of $1,000 in excess thereof, except for one Class M-1 Certificate,
evidencing the sum of an authorized denomination thereof and the remainder of
the aggregate initial Certificate Principal Balance of such class of
Certificates. The Class M-2 Certificates and Class M-3 Certificates will be
issued in registered, certificated form, in minimum denominations of $250,000
and integral multiples of $1,000 in excess thereof, except for one Class M-2
Certificate and one Class M-3 Certificate, each evidencing the sum of an
authorized denomination thereof and the remainder of the aggregate initial
Certificate Principal Balance of such class of Certificates. The Residual
Certificates and Variable Strip Certificates will be issued in registered,
certificated form in minimum denominations of a 20% Percentage Interest, except,
in the case of one Residual Certificate, as otherwise set forth herein under
'Certain Federal Income Tax Consequences' and, in the case of the Variable Strip
Certificates, as otherwise set forth herein under ' -- Interest Distributions.'
The DTC Registered Certificates will be represented by one or more
certificates registered in the name of the nominee of DTC. The Company has been
informed by DTC that DTC's nominee will be Cede & Co. ('CEDE'). No Beneficial
Owner will be entitled to receive a Definitive Certificate, except as set forth
in the Prospectus under 'Description of the Certificates -- Form of
Certificates.' Unless and until Definitive Certificates are issued for the DTC
Registered Certificates under the limited circumstances described herein, all
references to actions by Certificateholders with respect to the DTC Registered
Certificates shall refer to actions taken by DTC upon instructions from its
Participants, and all references herein to distributions, notices, reports and
statements to Certificateholders with respect to the DTC Registered Certificates
shall refer to distributions, notices, reports and statements to DTC or Cede, as
the registered holder of the DTC Registered Certificates, for distribution to
Beneficial Owners by DTC in accordance with DTC procedures.
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BOOK-ENTRY REGISTRATION OF CERTAIN OF THE SENIOR CERTIFICATES
General. Beneficial Owners that are not Participants or Indirect
Participants but desire to purchase, sell or otherwise transfer ownership of, or
other interests in, the related DTC Registered Certificates may do so only
through Participants and Indirect Participants. In addition, Beneficial Owners
will receive all distributions of principal of and interest on the related DTC
Registered Certificates from the Paying Agent through DTC and Participants.
Accordingly, Beneficial Owners may experience delays in their receipt of
payments. Unless and until Definitive Certificates are issued for the related
DTC Registered Certificates, it is anticipated that the only registered
Certificateholder of such DTC Registered Certificates will be Cede, as nominee
of DTC. Beneficial Owners will not be recognized by the Trustee or the Master
Servicer as Certificateholders, as such term is used in the Pooling and
Servicing Agreement, and Beneficial Owners will be permitted to receive
information furnished to Certificateholders and to exercise the rights of
Certificateholders only indirectly through DTC, its Participants and Indirect
Participants.
Under the rules, regulations and procedures creating and affecting DTC and
its operations (the 'RULES'), DTC is required to make book-entry transfers of
DTC Registered Certificates among Participants and to receive and transmit
distributions of principal of, and interest on, such DTC Registered
Certificates. Participants and Indirect Participants with which Beneficial
Owners have accounts with respect to such DTC Registered Certificates similarly
are 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 physical certificates evidencing
their interests in the DTC Registered Certificates, the Rules provide a
mechanism by which Beneficial Owners, through their Participants and Indirect
Participants, will receive distributions and will be able to transfer their
interests in the DTC Registered Certificates.
None of the Company, the Master Servicer or the Trustee will have any
liability for any actions taken by DTC or its nominee, including, without
limitation, actions for any aspect of the records relating to or payments made
on account of beneficial ownership interests in the DTC Registered Certificates
held by Cede, as nominee for DTC, or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
Definitive Certificates. Definitive Certificates will be issued to
Beneficial Owners or their nominees, respectively, rather than to DTC or its
nominee, only under the limited conditions set forth in the Prospectus under
'Description of the Certificates -- Form of Certificates.'
Upon the occurrence of an event described in the Prospectus in the fourth
paragraph under 'Description of the Certificates -- Form of Certificates,' the
Trustee is required to notify, through DTC, Participants who have ownership of
DTC Registered Certificates as indicated on the records of DTC of the
availability of Definitive Certificates for their DTC Registered Certificates.
Upon surrender by DTC of the definitive certificates representing the DTC
Registered Certificates and upon receipt of instructions from DTC for
re-registration, the Trustee will reissue the DTC Registered Certificates as
Definitive Certificates issued in the respective principal amounts owned by
individual Beneficial Owners, and thereafter the Trustee and the Master Servicer
will recognize the holders of such Definitive Certificates as Certificateholders
under the Pooling and Servicing Agreement.
For additional information regarding DTC and the DTC Registered
Certificates, see 'Description of the Certificates -- Form of Certificates' in
the Prospectus.
AVAILABLE DISTRIBUTION AMOUNT
The 'AVAILABLE DISTRIBUTION AMOUNT' for any Distribution Date will be equal
to the sum of (i) the aggregate amount of scheduled payments on the Mortgage
Loans due on the related Due Date and received on or prior to the related
Determination Date, after deduction of the related master servicing fees and any
subservicing fees (collectively, the 'SERVICING FEES'), (ii) certain unscheduled
payments, including Mortgagor prepayments on the Mortgage Loans, Insurance
Proceeds, Liquidation Proceeds and proceeds from repurchases of and
substitutions for the Mortgage Loans occurring during the preceding calendar
month and (iii) all Advances made for such Distribution Date, in each case net
of amounts reimbursable therefrom to the Master Servicer and any Subservicer. In
addition to the foregoing amounts, with respect to unscheduled collections, not
including Mortgagor prepayments, the Master Servicer may elect to treat such
amounts as included in the Available Distribution Amount for the Distribution
Date in the month of receipt, but is not obligated to do so. As
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described herein under ' -- Principal Distributions on the Senior Certificates,'
any such amount with respect to which such election is so made shall be treated
as having been received on the last day of the preceding calendar month for the
purposes of calculating the amount of principal and interest distributions to
any class of Certificates. With respect to any Distribution Date, (i) the 'DUE
DATE' is the first day of the month in which such Distribution Date occurs and
(ii) the 'DETERMINATION DATE' is the 20th day of the month in which such
Distribution Date occurs or, if such day is not a business day, the immediately
succeeding business day.
INTEREST DISTRIBUTIONS
Holders of each class of Senior Certificates will be entitled to receive
interest distributions in an amount equal to the Accrued Certificate Interest on
such class on each Distribution Date to the extent of the Available Distribution
Amount for such Distribution Date. The aggregate amount of the interest on the
Senior Certificates payable on any Distribution Date is referred to herein as
the 'SENIOR INTEREST DISTRIBUTION AMOUNT.'
Holders of each class of Class M Certificates will be entitled to receive
interest distributions in an amount equal to the Accrued Certificate Interest on
such class on each Distribution Date, to the extent of the Available
Distribution Amount for such Distribution Date after distributions of interest
and principal to the Senior Certificates, reimbursements for certain Advances to
the Master Servicer and distributions of interest and principal to any class of
Class M Certificates having a higher payment priority.
With respect to any Distribution Date, 'ACCRUED CERTIFICATE INTEREST' will
be equal to, (a) in the case of each class of Offered Certificates (other than
the Variable Strip Certificates), interest accrued during the related Interest
Accrual Period on the Certificate Principal Balance of the Certificates of such
class immediately prior to such Distribution Date at the related Pass-Through
Rate and (b) in the case of the Variable Strip Certificates, interest accrued
during the related Interest Accrual Period on the Notional Amount immediately
prior to such Distribution Date at the then-applicable Pass-Through Rate on such
class, in each case less interest shortfalls, if any, allocated thereto for such
Distribution Date to the extent not covered with respect to the Senior
Certificates by the Subordination provided by the Class B Certificates and Class
M Certificates and, with respect to the Class M Certificates to the extent not
covered by the Subordination provided by the Class B Certificates and any class
or classes of Class M Certificates having a lower payment priority, including in
each case:
(i) any Prepayment Interest Shortfall (as defined below) to the extent
not covered by the Master Servicer as described below,
(ii) the interest portions of Realized Losses (including Special
Hazard Losses in excess of the Special Hazard Amount ('EXCESS SPECIAL
HAZARD LOSSES'), Fraud Losses in excess of the Fraud Loss Amount ('EXCESS
FRAUD LOSSES'), Bankruptcy Losses in excess of the Bankruptcy Amount
('EXCESS BANKRUPTCY LOSSES') and losses occasioned by war, civil
insurrection, certain governmental actions, nuclear reaction and certain
other risks ('EXTRAORDINARY LOSSES')) not allocated through Subordination,
(iii) the interest portion of any Advances that were made with respect
to delinquencies that were ultimately determined to be Excess Special
Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses, and
(iv) any other interest shortfalls not covered by Subordination,
including interest shortfalls relating to the Relief Act (as defined in the
Prospectus) or similar legislation or regulations, all allocated as
described below.
Such reductions will be allocated among the holders of all classes of
Certificates in proportion to the respective amounts of Accrued Certificate
Interest that would have been payable on such Distribution Date absent such
reductions. In the case of each class of Class M Certificates, Accrued
Certificate Interest on such class will be further reduced by the allocation of
the interest portion of certain losses thereto, if any, as described below under
' -- Allocation of Losses; Subordination.' Accrued Certificate Interest is
calculated on the basis of a 360-day year consisting of twelve 30-day months.
The 'INTEREST ACCRUAL PERIOD' for all classes of Certificates is the
calendar month preceding the month in which the Distribution Date occurs.
The 'PREPAYMENT INTEREST SHORTFALL' for any Distribution Date is equal to
the aggregate shortfall, if any, in collections of interest (adjusted to the
related Net Mortgage Rates) resulting from Mortgagor prepayments on the Mortgage
Loans during the preceding calendar month. Such shortfalls will result because
interest on
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prepayments in full is distributed only to the date of prepayment, and because
no interest is distributed on prepayments in part, as such prepayments in part
are applied to reduce the outstanding principal balance of the related Mortgage
Loans as of the Due Date in the month of prepayment. However, with respect to
any Distribution Date, any Prepayment Interest Shortfalls resulting from
prepayments in full during the preceding calendar month will be offset by the
Master Servicer, but only to the extent such Prepayment Interest Shortfalls do
not exceed an amount equal to the lesser of (a) one-twelfth of 0.125% of the
Stated Principal Balance (as defined herein) of the Mortgage Loans immediately
preceding such Distribution Date and (b) the sum of the master servicing fee
payable to the Master Servicer in respect of its master servicing activities and
reinvestment income received by the Master Servicer on amounts payable with
respect to such Distribution Date. Prepayment Interest Shortfalls resulting from
partial prepayments will not be offset by the Master Servicer from master
servicing compensation or otherwise. No assurance can be given that the master
servicing compensation available to cover Prepayment Interest Shortfalls will be
sufficient therefor. See 'Pooling and Servicing Agreement -- Servicing and Other
Compensation and Payment of Expenses' herein.
If on any Distribution Date the Available Distribution Amount is less than
Accrued Certificate Interest on the Senior Certificates for such Distribution
Date, the shortfall will be allocated among the holders of all classes of Senior
Certificates in proportion to the respective amounts of Accrued Certificate
Interest for such Distribution Date. In addition, the amount of any such
interest shortfalls that are covered by Subordination (specifically, interest
shortfalls not described in clauses (i) through (iv) in the third preceding
paragraph and reductions in Accrued Certificate Interest resulting from the
allocation of Realized Losses) will be unpaid interest and will be distributable
to holders of the Certificates of such classes entitled to such amounts on
subsequent Distribution Dates, to the extent of available funds after interest
distributions as required herein. Such shortfalls could occur, for example, if
delinquencies on the Mortgage Loans were exceptionally high and were
concentrated in a particular month and Advances by the Master Servicer did not
cover the shortfall. Any such amounts so carried forward will not bear interest.
Any interest shortfalls will not be offset by a reduction in the servicing
compensation of the Master Servicer or otherwise, except to the limited extent
described in the preceding paragraph with respect to Prepayment Interest
Shortfalls resulting from prepayments in full.
The Pass-Through Rates on all classes of Offered Certificates (other than
the Variable Strip Certificates) are fixed and are set forth on the cover
hereof. The Pass-Through Rate on the Variable Strip Certificates on each
Distribution Date will equal the weighted average, as of the Due Date in the
month preceding the month in which such Distribution Date occurs, of the Pool
Strip Rates on each of the Mortgage Loans. The 'POOL STRIP RATE' on any Mortgage
Loan is equal to the Net Mortgage Rate thereon minus 7.25% (but not less than
0.00%) per annum. The 'NET MORTGAGE RATE' on each Mortgage Loan is equal to the
Mortgage Rate thereon minus the rate per annum at which the related master
servicing and subservicing fees accrue (the 'SERVICING FEE RATE'). As of the
Cut-off Date, the Pool Strip Rates on the Mortgage Loans range between 0.045%
and 2.92% per annum. The initial Pass-Through Rate on the Variable Strip
Certificates is 0.9053% per annum.
As described herein, the Accrued Certificate Interest allocable to each
class of Certificates is based on the Certificate Principal Balance thereof or,
in the case of the Variable Strip Certificates, on the Notional Amount thereof.
The 'CERTIFICATE PRINCIPAL BALANCE' of any Offered Certificate as of any date of
determination is equal to the initial Certificate Principal Balance thereof,
reduced by the aggregate of (a) all amounts allocable to principal previously
distributed with respect to such Certificate and (b) any reductions in the
Certificate Principal Balance thereof deemed to have occurred in connection with
allocations of Realized Losses in the manner described herein, provided that,
after the Certificate Principal Balances of the Class B Certificates have been
reduced to zero, the Certificate Principal Balance of any Certificate of the
class of Class M Certificates outstanding with the lowest payment priority shall
equal the percentage interest evidenced thereby times the excess, if any, of (a)
the then aggregate Stated Principal Balance of all of the Mortgage Loans over
(b) the then aggregate Certificate Principal Balance of all other classes of
Certificates then outstanding. The 'NOTIONAL AMOUNT' of the Variable Strip
Certificates as of any Distribution Date is equal to the aggregate Stated
Principal Balance of the Mortgage Loans. At the option of the initial holder of
the Variable Strip Certificates, any Variable Strip Certificate can be exchanged
by such holder for one or more Variable Strip Certificates that represent in the
aggregate the Pool Strip Rates on each of the Mortgage Loans as of such date,
and the Pass-Through Rate and Notional Amount of each Variable Strip Certificate
so exchanged will be based on the Pool Strip Rates and Stated Principal Balances
of the Mortgage Loans corresponding to such Variable Rate Certificate. Reference
to the Notional Amount with respect to any Variable Strip Certificate is solely
for convenience in certain calculations and does not represent the right to
receive any distributions allocable to principal.
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PRINCIPAL DISTRIBUTIONS ON THE SENIOR CERTIFICATES
Holders of the Senior Certificates (other than the Variable Strip
Certificates, which are not entitled to receive distributions in respect of
principal) will be entitled to receive on each Distribution Date, in the
priority set forth herein and to the extent of the portion of the Available
Distribution Amount remaining after the Senior Interest Distribution Amount has
been distributed, a distribution allocable to principal equal to the sum of the
following:
(i) the product of (A) the then-applicable Senior Percentage (as
defined below) and (B) the aggregate of the following amounts:
(1) the principal portion of all scheduled monthly payments on the
Mortgage Loans due on the related Due Date, whether or not received on
or prior to the related Determination Date, less the principal portion
of Debt Service Reductions, as defined below, which together with other
Bankruptcy Losses are in excess of the Bankruptcy Amount;
(2) the principal portion of all proceeds of the repurchase of a
Mortgage Loan (or, in the case of a substitution, certain amounts
representing a principal adjustment) as required by the Pooling and
Servicing Agreement during the preceding calendar month; and
(3) the principal portion of all other unscheduled collections
received during the preceding calendar month (other than full and
partial Mortgagor prepayments and any amounts received in connection
with a Final Disposition (as defined below) of a Mortgage Loan described
in clause (ii) below), to the extent applied as recoveries of principal;
(ii) in connection with the Final Disposition of a Mortgage Loan (x)
that occurred in the preceding calendar month and (y) that did not result
in any Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses or Extraordinary Losses, an amount equal to the lesser of (a) the
then-applicable Senior Percentage of the Stated Principal Balance of such
Mortgage Loan) and (b) the then-applicable Senior Accelerated Distribution
Percentage (as defined below) of the related unscheduled collections,
including Insurance Proceeds and Liquidation Proceeds, to the extent
applied as recoveries of principal;
(iii) the then-applicable Senior Accelerated Distribution Percentage
of the aggregate of all full and partial Mortgagor prepayments made during
the preceding calendar month;
(iv) any portion of the Excess Subordinate Principal Amount (as
defined below) for such Distribution Date; and
(v) any amounts allocable to principal for any previous Distribution
Date (calculated pursuant to clauses (i) through (iii) above) that remain
undistributed to the extent that any such amounts are not attributable to
Realized Losses which were allocated to the Class M Certificates or Class B
Certificates.
With respect to any Distribution Date, the lesser of (a) the balance of the
Available Distribution Amount remaining after the distribution of the Senior
Interest Distribution Amount and (b) the sum of the amounts described in clauses
(i) through (v) of the immediately preceding paragraph is hereinafter referred
to as the 'SENIOR PRINCIPAL DISTRIBUTION AMOUNT.'
With respect to any Distribution Date on which the Certificate Principal
Balance of the most subordinate class or classes of Certificates then
outstanding is to be reduced to zero and on which Realized Losses are to be
allocated to such class or classes, the 'EXCESS SUBORDINATE PRINCIPAL AMOUNT' is
equal to the amount, if any, by which (i) the amount that would otherwise be
distributable in respect of principal on such class or classes of Certificates
on such Distribution Date is greater than (ii) the excess, if any, of the
aggregate Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such class or classes of Certificates on such
Distribution Date.
A 'FINAL DISPOSITION' of a defaulted Mortgage Loan is deemed to have
occurred upon a determination by the Master Servicer that it has received all
Insurance Proceeds, Liquidation Proceeds and other payments or cash recoveries
which the Master Servicer reasonably and in good faith expects to be finally
recoverable with respect to such Mortgage Loan.
The 'STATED PRINCIPAL BALANCE' of any Mortgage Loan as of any date of
determination is equal to the principal balance thereof as of the Cut-off Date,
after application of all scheduled principal payments due on or before the
Cut-off Date, whether or not received, reduced by all amounts allocable to
principal that have been
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distributed to Certificateholders with respect to such Mortgage Loan on or
before such date, and as further reduced to the extent that any Realized Loss
thereon has been allocated to one or more classes of Certificates on or before
the date of determination.
The 'SENIOR PERCENTAGE,' which initially will equal approximately 92.25%
and will in no event exceed 100%, will be recalculated for each Distribution
Date to be the percentage equal to the aggregate Certificate Principal Balance
of the Senior Certificates immediately prior to such Distribution Date divided
by the aggregate Stated Principal Balance of all of the Mortgage Loans
immediately prior to such Distribution Date. The 'SUBORDINATE PERCENTAGE' as of
any date of determination is equal to 100% minus the Senior Percentage as of
such date.
The 'SENIOR ACCELERATED DISTRIBUTION PERCENTAGE' for any Distribution Date
occurring prior to the Distribution Date in December 2002 will equal 100%. The
Senior Accelerated Distribution Percentage for any Distribution Date occurring
after the first five years following the Delivery Date will be as follows:
(i) for any Distribution Date during the sixth year after the Delivery
Date, the Senior Percentage for such Distribution Date plus 70% of the
Subordinate Percentage for such Distribution Date;
(ii) for any Distribution Date during the seventh year after the
Delivery Date, the Senior Percentage for such Distribution Date plus 60% of
the Subordinate Percentage for such Distribution Date;
(iii) for any Distribution Date during the eighth year after the
Delivery Date, the Senior Percentage for such Distribution Date plus 40% of
the Subordinate Percentage for such Distribution Date;
(iv) for any Distribution Date during the ninth year after the
Delivery Date, the Senior Percentage for such Distribution Date plus 20% of
the Subordinate Percentage for such Distribution Date; and
(v) for any Distribution Date thereafter, the Senior Percentage for
such Distribution Date;
provided, however, that if on any Distribution Date the Senior Percentage
exceeds the initial Senior Percentage, the Senior Accelerated Distribution
Percentage for such Distribution Date will once again equal 100%.
Any scheduled reduction to the Senior Accelerated Distribution Percentage
described above shall not be made as of any Distribution Date unless either
(a)(i)(X) the outstanding principal balance of the Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of
the Class M Certificates and Class B Certificates, is less than 50% or (Y)
the outstanding principal balance of the Mortgage Loans delinquent 60 days
or more averaged over the last six months, as a percentage of the aggregate
outstanding principal balance of all Mortgage Loans averaged over the last
six months, does not exceed 2%, and
(ii) Realized Losses on the Mortgage Loans to date for such
Distribution Date, if occurring during the sixth, seventh, eighth, ninth or
tenth year (or any year thereafter) after the Delivery Date, are less than
30%, 35%, 40%, 45% or 50%, respectively, of the sum of the initial
Certificate Principal Balances of the Class M Certificates and Class B
Certificates;
or
(b)(i) the outstanding principal balance of the Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding principal balance of all Mortgage
Loans averaged over the last six months, does not exceed 4%, and
(ii) Realized Losses on the Mortgage Loans to date for such
Distribution Date are less than 10% of the sum of the initial Certificate
Principal Balances of the Class M Certificates and Class B Certificates.
Notwithstanding the foregoing, upon reduction of the Certificate Principal
Balances of the Senior Certificates to zero, the Senior Accelerated Distribution
Percentage will equal 0%. See 'Subordination' in the Prospectus.
The 'PREPAYMENT LOCKOUT PERCENTAGE' for any Distribution Date occurring
prior to the Distribution Date in December 2002 will be 0%. The Prepayment
Lockout Percentage for any Distribution Date occurring after the first five
years following the Delivery Date will be as follows: for any Distribution Date
during the sixth year after the Delivery Date, 30%; for any Distribution Date
during the seventh year after the Delivery Date, 40%; for any Distribution Date
during the eighth year after the Delivery Date, 60%; for any Distribution Date
during the ninth year after the Delivery Date, 80%; and for any Distribution
Date thereafter, 100%.
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Distributions of principal on the Senior Certificates on each Distribution
Date will be made (after distribution of the Senior Interest Distribution Amount
as described under 'Interest Distributions'), as follows:
(a) Prior to the occurrence of the Credit Support Depletion Date (as
defined below),
(i) the Senior Principal Distribution Amount shall be distributed
to the Prepayment Lockout Certificates, in reduction of the Certificate
Principal Balance thereof, in an amount equal to the sum of the
following:
(A) the Prepayment Lockout Certificates' pro rata share (based
on the Certificate Principal Balance thereof relative to the
aggregate Certificate Principal Balance of the Senior Certificates)
of the aggregate of the amounts described in clauses (i), (ii) and
(v) of the first paragraph under 'Principal Distributions on the
Senior Certificates'; and
(B) the Prepayment Lockout Percentage of the Prepayment Lockout
Certificates' pro rata share (based on the Certificate Principal
Balance thereof relative to the aggregate Certificate Principal
Balance of the Senior Certificates) of the aggregate of the amounts
described in clause (iii) of the first paragraph under 'Principal
Distributions on the Senior Certificates';
provided that, if the aggregate of the amounts set forth in clauses (i)
through (v) of the first paragraph under 'Principal Distributions on the
Senior Certificates' is more than the balance of the Available Distribution
Amount remaining after the Senior Interest Distribution Amount has been
distributed, the amount paid to the Prepayment Lockout Certificates
pursuant to this clause (i) shall be reduced by an amount equal to the
Prepayment Lockout Certificates' pro rata share (based on the aggregate
Certificate Principal Balance thereof relative to the aggregate Certificate
Principal Balance of the Senior Certificates) of such difference; and
(ii) the balance of the Senior Principal Distribution Amount
remaining after the distributions, if any, described in clause (i) above
shall be distributed as follows:
(A) first, to the Class R Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(B) second, 87.5% and 12.5% concurrently to the Class A-1
Certificates and Class A-2 Certificates, respectively, until the
Certificate Principal Balance of the Class A-1 Certificates has been
reduced to zero;
(C) third, 87.5% and 12.5% concurrently to the Class A-3
Certificates and Class A-2 Certificates, respectively, until the
Certificate Principal Balance of the Class A-3 Certificates has been
reduced to zero;
(D) fourth, 82.3529423728% and 17.6470576272% concurrently to
the Class A-4 Certificates and Class A-2 Certificates, respectively,
until the Certificate Principal Balances of the Class A-4
Certificates and Class A-2 Certificates have been reduced to zero;
(E) fifth, to the Class A-5 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(F) sixth, to the Class A-6 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and
(G) seventh, to the Prepayment Lockout Certificates until the
Certificate Principal Balance thereof has been reduced to zero.
(b) On or after the occurrence of the Credit Support Depletion Date,
all priorities relating to distributions as described above in respect of
principal among the various classes of Senior Certificates will be
disregarded, and the Senior Principal Distribution Amount will be
distributed to the remaining Senior Certificates pro rata in accordance
with their respective outstanding Certificate Principal Balances and the
Senior Interest Distribution Amount will be distributed as described under
'Interest Distributions.'
(c) After the reduction of the Certificate Principal Balances of the
Senior Certificates to zero but prior to the Credit Support Depletion Date,
the Senior Certificates will be entitled to no further distributions of
principal thereon and the Available Distribution Amount will be paid solely
to the holders of the Variable Strip, Class M and Class B Certificates, in
each case as described herein.
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The 'CREDIT SUPPORT DEPLETION DATE' is the first Distribution Date on which
the Certificate Principal Balances of the Class M Certificates and Class B
Certificates have been reduced to zero.
The Master Servicer may elect to treat Insurance Proceeds, Liquidation
Proceeds and other unscheduled collections (not including prepayments by the
Mortgagors) received in any calendar month as included in the Available
Distribution Amount and the Senior Principal Distribution Amount for the
Distribution Date in the month of receipt, but is not obligated to do so. If the
Master Servicer so elects, such amounts will be deemed to have been received
(and any related Realized Loss shall be deemed to have occurred) on the last day
of the month prior to the receipt thereof.
PRINCIPAL DISTRIBUTIONS ON THE CLASS M CERTIFICATES
Holders of each class of Class M Certificates will be entitled to receive
on each Distribution Date, to the extent of the Available Distribution Amount
remaining after (a) the sum of the Senior Interest Distribution Amount and the
Senior Principal Distribution Amount is distributed, (b) reimbursement is made
to the Master Servicer for certain Advances remaining unreimbursed following the
final liquidation of the related Mortgage Loan to the extent described below
under 'Advances,' (c) the aggregate amount of Accrued Certificate Interest and
principal required to be distributed to any class of Class M Certificates having
a higher payment priority on such Distribution Date is distributed to holders of
such class of Class M Certificates and (d) the aggregate amount of Accrued
Certificate Interest required to be distributed to such class of Class M
Certificates on such Distribution Date is distributed to such Class M
Certificates, a distribution allocable to principal in the sum of the following:
(i) the product of (A) the then-applicable related Class M Percentage
(as defined below) and (B) the aggregate of the following amounts:
(1) the principal portion of all scheduled monthly payments on the
Mortgage Loans due on the related Due Date, whether or not received on
or prior to the related Determination Date, less the principal portion
of Debt Service Reductions which together with other Bankruptcy Losses
are in excess of the Bankruptcy Amount;
(2) the principal portion of all proceeds of the repurchase of a
Mortgage Loan (or, in the case of a substitution, certain amounts
representing a principal adjustment) as required by the Pooling and
Servicing Agreement during the preceding calendar month; and
(3) the principal portion of all other unscheduled collections
received during the preceding calendar month (other than full and
partial Mortgagor prepayments and any amounts received in connection
with a Final Disposition of a Mortgage Loan described in clause (ii)
below), to the extent applied as recoveries of principal;
(ii) such class's pro rata share, based on the Certificate Principal
Balance of each class of Class M Certificates and Class B Certificates then
outstanding, of all amounts received in connection with the Final
Disposition of a Mortgage Loan (x) that occurred during the preceding
calendar month and (y) that did not result in any Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary
Losses, to the extent applied as recoveries of principal and to the extent
not otherwise payable to the Senior Certificates;
(iii) the portion of full and partial Mortgagor prepayments made by
the respective Mortgagors during the preceding calendar month allocable to
such class of Class M Certificates as described below;
(iv) if such class is the most senior class of Certificates then
outstanding, an amount equal to the Excess Subordinate Principal Amount, if
any; and
(v) any amounts allocable to principal for any previous Distribution
Date (calculated pursuant to clauses (i) through (iii) above) that remain
undistributed to the extent that any such amounts are not attributable to
Realized Losses which were allocated to any class of Class M Certificates
with a lower payment priority or the Class B Certificates.
References herein to 'payment priority' of the Class M Certificates refer
to a payment priority among such classes as follows: first, to the Class M-1
Certificates; second, to the Class M-2 Certificates; and third, to the Class M-3
Certificates.
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As to each class of Class M Certificates, on any Distribution Date, any
Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date will be distributable to the extent of available funds.
Notwithstanding the foregoing, if the Certificate Principal Balances of the
Class B Certificates have been reduced to zero, on any Distribution Date, with
respect to the class of Class M Certificates outstanding on such Distribution
Date with the lowest payment priority, Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date (except in the limited
circumstances provided in the Pooling and Servicing Agreement) will not be
distributable.
All Mortgagor prepayments not otherwise distributable to the Senior
Certificates will be allocated on a pro rata basis among the class of Class M
Certificates with the highest payment priority then outstanding and each other
class of Class M Certificates and Class B Certificates for which certain loss
levels established for such class in the Pooling and Servicing Agreement have
not been exceeded. The related loss level on any Distribution Date would not be
exceeded as to any Class M-2, Class M-3 or Class B Certificates, respectively,
only if the sum of the current percentage interests in the Mortgage Pool
evidenced by such class and each class, if any, subordinate thereto were at
least equal to the sum of the initial percentage interests in the Mortgage Pool
evidenced by such class and each class, if any, subordinate thereto.
The Class M-1, Class M-2 and Class M-3 Percentages, which initially will
equal approximately 3.50%, 1.50% and 1.50%, respectively, and will in no event
exceed 100%, will each be adjusted for each Distribution Date to be the
percentage equal to the Certificate Principal Balance of the related class of
Class M Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans immediately
prior to such Distribution Date.
As stated above under ' -- Principal Distributions on the Senior
Certificates,' the Senior Accelerated Distribution Percentage will be 100%
during the first five years after the Delivery Date (unless the Certificate
Principal Balances of the Senior Certificates are reduced to zero before the end
of such period), and will thereafter equal 100% whenever the Senior Percentage
exceeds the initial Senior Percentage. Furthermore, as set forth herein, the
Senior Accelerated Distribution Percentage will exceed the Senior Percentage
during the sixth through ninth years following the Delivery Date, and scheduled
reductions to the Senior Accelerated Distribution Percentage are subject to
postponement based on the loss and delinquency experience of the Mortgage Loans.
Accordingly, each class of the Class M Certificates will not be entitled to any
Mortgagor prepayments for at least the first five years after the Delivery Date
(unless the Certificate Principal Balances of the Senior Certificates have been
reduced to zero before the end of such period) and may receive no Mortgagor
prepayments or a disproportionately small portion of Mortgagor prepayments
relative to the related Class M Percentage during certain periods thereafter.
See ' -- Principal Distributions on the Senior Certificates' herein.
ALLOCATION OF LOSSES; SUBORDINATION
The Subordination provided to the Senior Certificates by the Class B
Certificates and Class M Certificates and the Subordination provided to each
class of Class M Certificates by the Class B Certificates and by any class of
Class M Certificates subordinate thereto will cover Realized Losses on the
Mortgage Loans that are Defaulted Mortgage Losses, Fraud Losses, Bankruptcy
Losses and Special Hazard Losses (as defined herein). Any such Realized Losses
that are not Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses will be allocated as follows: first,
to the Class B Certificates; second, to the Class M-3 Certificates; third, to
the Class M-2 Certificates; and fourth, to the Class M-1 Certificates, in each
case until the Certificate Principal Balance of such class of Certificates has
been reduced to zero; and thereafter, among all the remaining classes of Senior
Certificates on a pro rata basis.
Any allocation of a Realized Loss (other than a Debt Service Reduction) to
a Certificate will be made by reducing the Certificate Principal Balance
thereof, in the case of the principal portion of such Realized Loss, in each
case until the Certificate Principal Balance of such class has been reduced to
zero, and the Accrued Certificate Interest thereon, in the case of the interest
portion of such Realized Loss, by the amount so allocated as of the Distribution
Date occurring in the month following the calendar month in which such Realized
Loss was incurred. In addition, any such allocation of a Realized Loss to a
Class M Certificate may also be made by operation of the payment priority to the
Senior Certificates set forth under ' -- Principal Distributions on the Senior
Certificates' and any class of Class M Certificates with a higher payment
priority. As used herein, 'DEBT SERVICE REDUCTION'means a reduction in the
amount of the monthly payment due to certain bankruptcy proceedings, but does
not include any permanent forgiveness of principal. As used herein,
'SUBORDINATION'
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refers to the provisions discussed above for the sequential allocation of
Realized Losses among the various classes, as well as all provisions effecting
such allocations including the priorities for distribution of cash flows in the
amounts described herein.
As described in the Prospectus, under certain circumstances the Master
Servicer may permit the modification of a defaulted Mortgage Loan to reduce the
applicable Mortgage Rate or to reduce the outstanding principal amount thereof
(a 'Servicing Modification'). Any such principal reduction shall constitute a
Realized Loss at the time of such reduction, and the amount by which each
Monthly Payment is reduced by any such Mortgage Rate reduction shall constitute
a Realized Loss in the month in which each such reduced Monthly Payment is due.
Servicing Modification reductions shall be allocated when incurred (as provided
above) in the same manner as other Realized Losses as described herein. Any
Advances made on any Mortgage Loan will be reduced to reflect any related
Servicing Modifications previously made. No Servicing Modification will have the
effect of reducing the Mortgage Rate below the sum of the Servicing Fee Rate and
the Pool Strip Rate as in effect at the Cut-off Date. As used herein, the
Mortgage Rate and Net Mortgage Rate as to any Mortgage Loan will not be reduced
by any Servicing Modification.
Allocations of the principal portion of Debt Service Reductions to each
class of Class M Certificates and Class B Certificates will result from the
priority of distributions of the Available Distribution Amount as described
herein, which distributions shall be made first to the Senior Certificates,
second to the Class M Certificates in the order of their payment priority and
third to the Class B Certificates. An allocation of the interest portion of a
Realized Loss as well as the principal portion of Debt Service Reductions will
not reduce the level of Subordination, as such term is defined herein, until an
amount in respect thereof has been actually disbursed to the Senior
Certificateholders or the Class M Certificateholders, as applicable. The holders
of the Offered Certificates will not be entitled to any additional payments with
respect to Realized Losses from amounts otherwise distributable on any classes
of Certificates subordinate thereto (except in limited circumstances in respect
of any Excess Subordinate Principal Amount). Accordingly, the Subordination
provided to the Senior Certificates and to each class of Class M Certificates by
the respective classes of Certificates subordinate thereto with respect to
Realized Losses allocated on any Distribution Date will be effected primarily by
increasing the Senior Percentage, or the respective Class M Percentage, of
future distributions of principal of the remaining Mortgage Loans. Thus, the
Senior Certificates will bear the entire amount of losses that are not allocated
to the Class M Certificates and Class B Certificates, which losses will be
allocated among all classes of Senior Certificates as described herein.
Any Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses, Extraordinary Losses or other losses of a type not covered by
Subordination on the Mortgage Loans will be allocated on a pro rata basis among
the Senior Certificates, Class M Certificates and Class B Certificates (any such
Realized Losses so allocated to the Senior Certificates or Class M Certificates
will be allocated without priority among the various classes of Senior
Certificates or Class M Certificates). An allocation of a Realized Loss on a
'pro rata basis' among two or more classes of Certificates means an allocation
to each such class of Certificates on the basis of its then outstanding
Certificate Principal Balance prior to giving effect to distributions to be made
on such Distribution Date in the case of an allocation of the principal portion
of a Realized Loss, or based on the Accrued Certificate Interest thereon in
respect of such Distribution Date in the case of an allocation of the interest
portion of a Realized Loss.
With respect to any defaulted Mortgage Loan that is finally liquidated,
through foreclosure sale, disposition of the related Mortgaged Property if
acquired on behalf of the Certificateholders by deed in lieu of foreclosure, or
otherwise, the amount of loss realized, if any, will equal the portion of the
Stated Principal Balance remaining, if any, plus interest thereon through the
last day of the month in which such Mortgage Loan was finally liquidated, after
application of all amounts recovered (net of amounts reimbursable to the Master
Servicer or the Subservicer for Advances and expenses, including attorneys'
fees) towards interest and principal owing on the Mortgage Loan. Such amount of
loss realized and any Special Hazard Losses, Fraud Losses and Bankruptcy Losses
are referred to herein as 'REALIZED LOSSES.'
In order to maximize the likelihood of distribution in full of the Senior
Interest Distribution Amount and Senior Principal Distribution Amount, on each
Distribution Date, holders of Senior Certificates have a right to distributions
of the Available Distribution Amount that is prior to the rights of the holders
of the Class M Certificates and Class B Certificates, to the extent necessary to
satisfy the Senior Interest Distribution Amount and Senior Principal
Distribution Amount. Similarly, holders of the Class M Certificates have a right
to
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distributions of the Available Distribution Amount prior to the rights of
holders of the Class B Certificates, and holders of any class of Class M
Certificates with a higher payment priority have a right to distributions of the
Available Distribution Amount prior to the rights of holders of any class of
Class M Certificates with a lower payment priority.
The application of the Senior Accelerated Distribution Percentage (when it
exceeds the Senior Percentage) to determine the Senior Principal Distribution
Amount will accelerate the amortization of the Senior Certificates, in the
aggregate, relative to the actual amortization of the Mortgage Loans. To the
extent that the Senior Certificates are amortized faster than the Mortgage
Loans, in the absence of offsetting Realized Losses allocated to the Class M
Certificates and Class B Certificates, the percentage interest evidenced by such
Senior Certificates in the Trust Fund will be decreased (with a corresponding
increase in the interest in the Trust Fund evidenced by the Class M Certificates
and Class B Certificates), thereby increasing, relative to their respective
Certificate Principal Balances, the Subordination afforded the Senior
Certificates by the Class M Certificates and Class B Certificates collectively.
In addition, if losses on the Mortgage Loans exceed the amounts described above
under ' -- Principal Distributions on the Senior Certificates,' a greater
percentage of Mortgagor prepayments will be allocated to the Senior Certificates
than would otherwise be the case, thereby accelerating the amortization of such
Senior Certificates relative to the Class M Certificates and Class B
Certificates.
The priority of payments (including Mortgagor prepayments) among the Class
M Certificates, as described herein, also has the effect during certain periods,
in the absence of losses, of decreasing the percentage interest evidenced by any
class of Class M Certificates with a higher payment priority, thereby
increasing, relative to its Certificate Principal Balance, the Subordination
afforded to such class of the Class M Certificates by the Class B Certificates
and any class of Class M Certificates with a lower payment priority.
The aggregate amount of Realized Losses that may be allocated in connection
with Special Hazard Losses (the 'SPECIAL HAZARD AMOUNT') through Subordination
shall initially be equal to $2,981,040. As of any date of determination
following the Cut-off Date, the Special Hazard Amount shall equal $2,981,040
less the sum of (A) any amounts allocated through Subordination in respect of
Special Hazard Losses and (B) the Adjustment Amount. The 'ADJUSTMENT AMOUNT'
will be equal to an amount calculated pursuant to the terms of the Pooling and
Servicing Agreement. As used in this Prospectus Supplement, 'SPECIAL HAZARD
LOSSES' has the same meaning set forth in the Prospectus, except that Special
Hazard Losses will not include and the Subordination will not cover
Extraordinary Losses, and Special Hazard Losses will not exceed the lesser of
the cost of repair or replacement of the related Mortgaged Properties.
The aggregate amount of Realized Losses which may be allocated in
connection with Fraud Losses (the 'FRAUD LOSS AMOUNT') through Subordination
shall initially be equal to $5,962,080. As of any date of determination after
the Cut-off Date, the Fraud Loss Amount shall equal (X) prior to the second
anniversary of the Cut-off Date an amount equal to 2.00% of the aggregate
principal balance of all of the Mortgage Loans as of the Cut-off Date minus the
aggregate amounts allocated through Subordination with respect to Fraud Losses
up to such date of determination and (Y) from the second to the fifth
anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the
Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b)
1.00% of the aggregate principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-off Date minus (2) the aggregate amounts
allocated through Subordination with respect to Fraud Losses since the most
recent anniversary of the Cut-off Date up to such date of determination. On and
after the fifth anniversary of the Cut-off Date, the Fraud Loss Amount shall be
zero and Fraud Losses shall not be allocated through Subordination.
The aggregate amount of Realized Losses which may be allocated in
connection with Bankruptcy Losses (the 'BANKRUPTCY AMOUNT') through
Subordination will initially be equal to $175,592. As of any date of
determination prior to the first anniversary of the Cut-off Date, the Bankruptcy
Amount will equal $175,592 less the sum of any amounts allocated through
Subordination for such losses up to such date of determination. As of any date
of determination on or after the first anniversary of the Cut-off Date, the
Bankruptcy Amount will equal the excess, if any, of (1) the lesser of (a) the
Bankruptcy Amount as of the business day next preceding the most recent
anniversary of the Cut-off Date and (b) an amount calculated pursuant to the
terms of the Pooling and Servicing Agreement, which amount as calculated will
provide for a reduction in the Bankruptcy Amount, over (2) the aggregate amount
of Bankruptcy Losses allocated solely to the Class M Certificates or Class B
Certificates through Subordination since such anniversary.
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Notwithstanding the foregoing, the provisions relating to Subordination
will not be applicable in connection with a Bankruptcy Loss so long as the
Master Servicer has notified the Trustee in writing that the Master Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable Primary Hazard
Insurance Policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer.
The Special Hazard Amount, Fraud Loss Amount and Bankruptcy Amount are
subject to further reduction as described in the Prospectus under
'Subordination.'
ADVANCES
Prior to each Distribution Date, the Master Servicer is required to make
Advances which were due on the Mortgage Loans on the immediately preceding Due
Date and delinquent on the business day next preceding the related Determination
Date.
Such Advances are required to be made only to the extent they are deemed by
the Master Servicer to be recoverable from related late collections, Insurance
Proceeds, Liquidation Proceeds or amounts otherwise payable to the holders of
the Class B Certificates or Class M Certificates. The purpose of making such
Advances is to maintain a regular cash flow to the Certificateholders, rather
than to guarantee or insure against losses. The Master Servicer will not be
required to make any Advances with respect to reductions in the amount of the
monthly payments on the Mortgage Loans due to Debt Service Reductions or the
application of the Relief Act or similar legislation or regulations. Any failure
by the Master Servicer to make an Advance as required under the Pooling and
Servicing Agreement will constitute an Event of Default thereunder, in which
case the Trustee, as successor Master Servicer, will be obligated to make any
such Advance, in accordance with the terms of the Pooling and Servicing
Agreement.
All Advances will be reimbursable to the Master Servicer on a first
priority basis from either (a) late collections, Insurance Proceeds and
Liquidation Proceeds from the Mortgage Loan as to which such unreimbursed
Advance was made or (b) as to any Advance that remains unreimbursed in whole or
in part following the final liquidation of the related Mortgage Loan, from any
amounts otherwise distributable on any of the Class B Certificates or Class M
Certificates; provided, however, that any such Advances that were made with
respect to delinquencies which ultimately were determined to be Excess Special
Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary
Losses are reimbursable to the Master Servicer out of any funds in the Custodial
Account prior to distributions on any of the Certificates and the amount of such
losses will be allocated as described herein. In addition, if the Certificate
Principal Balances of the Class M Certificates and Class B Certificates have
been reduced to zero, any Advances previously made which are deemed by the
Master Servicer to be nonrecoverable from related late collections, Insurance
Proceeds and Liquidation Proceeds may be reimbursed to the Master Servicer out
of any funds in the Custodial Account prior to distributions on the Senior
Certificates. The effect of these provisions on any class of the Class M
Certificates is that, with respect to any Advance which remains unreimbursed
following the final liquidation of the related Mortgage Loan, the entire amount
of the reimbursement for such Advance will be borne first by the holders of the
Class B Certificates or any class of Class M Certificates having a lower payment
priority to the extent that such reimbursement is covered by amounts otherwise
distributable to such classes, and then by the holders of such class of Class M
Certificates (except as provided above) to the extent of the amounts otherwise
distributable to them.
CERTAIN YIELD AND PREPAYMENT CONSIDERATIONS
GENERAL
The yields to maturity and the aggregate amount of distributions on the
Offered Certificates will be affected by the rate and timing of principal
payments on the Mortgage Loans and the amount and timing of Mortgagor defaults
resulting in Realized Losses. Such yields may be adversely affected by a higher
or lower than anticipated rate of principal payments on the Mortgage Loans in
the Trust Fund. The rate of principal payments on such Mortgage Loans will in
turn be affected by the amortization schedules of the Mortgage Loans, the rate
S-29
<PAGE>
<PAGE>
and timing of Mortgagor prepayments, liquidations of defaulted Mortgage Loans
and purchases of Mortgage Loans due to certain breaches of representations and
warranties. The timing of changes in the rate of prepayments, liquidations and
purchases of the Mortgage Loans may, and the timing of Realized Losses will,
significantly affect the yield to an investor, even if the average rate of
principal payments experienced over time is consistent with an investor's
expectation. Since the rate and timing of principal payments on the Mortgage
Loans will depend on future events and on a variety of factors (as described
herein and in the Prospectus under 'Yield Considerations' and 'Maturity and
Prepayment Considerations'), no assurance can be given as to such rate or the
timing of principal payments on the Offered Certificates.
The Mortgage Loans generally may be prepaid by the Mortgagors at any time
without payment of any prepayment fee or penalty. The Mortgage Loans generally
contain due-on-sale clauses. As described under 'Description of the
Certificates -- Principal Distributions on the Senior Certificates' and
' -- Principal Distributions on the Class M Certificates' herein, during certain
periods all or a disproportionately large percentage of Mortgagor prepayments on
the Mortgage Loans will be allocated among the Senior Certificates in the
aggregate, and during certain periods no Mortgagor prepayments or a
disproportionately small portion of Mortgagor prepayments on the Mortgage Loans
will be distributed to each class of Class M Certificates. In addition to the
foregoing, if on any Distribution Date, the loss level established for the Class
M-2 Certificates or Class M-3 Certificates is exceeded and a class of Class M
Certificates having a higher payment priority is then outstanding, the Class M-2
Certificates or Class M-3 Certificates, as the case may be, will not receive
distributions in respect of Mortgagor prepayments on such Distribution Date.
Furthermore, if the Certificate Principal Balances of the Senior Certificates
(other than the Prepayment Lockout Certificates) have been reduced to zero, the
Prepayment Lockout Certificates will receive all principal payments made during
the preceding calendar month allocable to the Senior Certificates. Prepayments,
liquidations and purchases of the Mortgage Loans will result in distributions to
holders of the Offered Certificates of principal amounts which would otherwise
be distributed over the remaining terms of the Mortgage Loans. Factors affecting
prepayment (including defaults and liquidations) of mortgage loans include
changes in mortgagors' housing needs, job transfers, unemployment, mortgagors'
net equity in the mortgaged properties, changes in the value of the mortgaged
properties, mortgage market interest rates, solicitations and servicing
decisions. In addition, if prevailing mortgage rates fell significantly below
the Mortgage Rates on the Mortgage Loans, the rate of prepayments (including
refinancings) would be expected to increase. Conversely, if prevailing mortgage
rates rose significantly above the Mortgage Rates on the Mortgage Loans, the
rate of prepayments on the Mortgage Loans would be expected to decrease.
The rate of defaults on the Mortgage Loans will also affect the rate and
timing of principal payments on the Mortgage Loans. In general, defaults on
mortgage loans are expected to occur with greater frequency in their early
years. The rate of default on Mortgage Loans that are secured by non-owner
occupied properties, Mortgage Loans made to borrowers whose income is not
required to be provided or verified, Mortgage Loans with higher Loan-to-Value
Ratios and Mortgage Loans made to borrowers with higher debt-to-income ratios,
may be higher than for other types of Mortgage Loans. As a result of the program
criteria and underwriting standards applicable to the Mortgage Loans, the
Mortgage Loans may experience rates of delinquency, foreclosure, bankruptcy and
loss that are higher than those experienced by mortgage loans that satisfy the
standards applied by Fannie Mae and Freddie Mac first mortgage loan purchase
programs, or by Residential Funding for the purpose of acquiring mortgage loans
to collateralize securities issued by Residential Funding Mortgage Securities I,
Inc. See 'Description of the Mortgage Pool -- The Program' herein. Furthermore,
the rate and timing of prepayments, defaults and liquidations on the Mortgage
Loans will be affected by the general economic condition of the region of the
country in which the related Mortgaged Properties are located. The risk of
delinquencies and loss is greater and prepayments are less likely in regions
where a weak or deteriorating economy exists, as may be evidenced by, among
other factors, increasing unemployment or falling property values. See 'Maturity
and Prepayment Considerations' in the Prospectus.
As described under 'Description of the Certificates -- Allocation of
Losses; Subordination' and ' -- Advances,' amounts otherwise distributable to
holders of one or more classes of the Class M Certificates may be made available
to protect the holders of the Senior Certificates and holders of any Class M
Certificates with a higher payment priority against interruptions in
distributions due to certain Mortgagor delinquencies, to the extent not covered
by Advances. Such delinquencies may affect the yields to investors on such
classes of the Class M Certificates, and, even if subsequently cured, may affect
the timing of the receipt of distributions by the holders of such classes of
Class M Certificates. In addition, a higher than expected rate of delinquencies
or
S-30
<PAGE>
<PAGE>
losses will also affect the rate of principal payments on one or more classes of
the Class M Certificates if it delays the scheduled reduction of the Senior
Accelerated Distribution Percentage or affects the allocation of prepayments
among the Class M Certificates and Class B Certificates.
Because the Mortgage Rates on the Mortgage Loans and the Pass-Through Rates
on the Offered Certificates (other than the Variable Strip Certificates) are
fixed, such rates will not change in response to changes in market interest
rates. The Pass-Through Rate on the Variable Strip Certificates is based on the
weighted average of the Pool Strip Rates on the related Mortgage Loans and such
Pool Strip Rates will not change in response to changes in market interest
rates. Accordingly, if market interest rates or market yields for securities
similar to the Offered Certificates were to rise, the market value of the
Offered Certificates may decline.
The amount of interest otherwise payable to holders of the Offered
Certificates will be reduced by any interest shortfalls to the extent not
covered by Subordination or by the Master Servicer as described herein,
including Prepayment Interest Shortfalls and, in the case of each class of the
Class M Certificates, the interest portions of Realized Losses allocated solely
to such class of Certificates. Such shortfalls will not be offset by a reduction
in the Servicing Fees payable to the Master Servicer or otherwise, except as
described herein with respect to certain Prepayment Interest Shortfalls. See
'Description of the Certificates -- Interest Distributions' herein for a
discussion of certain possible shortfalls in the collection of interest.
In addition, the yield to maturity on each class of the Offered
Certificates will depend on, among other things, the price paid by the holders
of the Offered Certificates and the related Pass-Through Rate. The extent to
which the yield to maturity of an Offered Certificate is sensitive to
prepayments will depend, in part, upon the degree to which it is purchased at a
discount or premium. In general, if a class of Offered Certificates is purchased
at a premium and principal distributions thereon occur at a rate faster than
assumed at the time of purchase, the investor's actual yield to maturity will be
lower than anticipated at the time of purchase. Conversely, if a class of
Offered Certificates is purchased at a discount and principal distributions
thereon occur at a rate slower than assumed at the time of purchase, the
investor's actual yield to maturity will be lower than anticipated at the time
of purchase. For additional considerations relating to the yield on the
Certificates, see 'Yield Considerations' and 'Maturity and Prepayment
Considerations' in the Prospectus.
The multiple class of structure of the Offered Certificates causes the
yield of certain classes to be particularly sensitive to changes in the rates of
prepayment of the Mortgage Loans and other factors, as follows:
Sequentially Paying Certificates: The Senior Certificates (other than the
Variable Strip Certificates) are subject to various priorities for payment of
principal as described herein. Distributions of principal on classes having an
earlier priority of payment will be affected by the rates of prepayment of the
Mortgage Loans early in the life of the Mortgage Pool. The timing of
commencement of principal distributions and the weighted average lives of
Certificates with a later priority of payment will be affected by the rates of
prepayment of the Mortgage Loans both before and after the commencement of
principal distributions on such classes.
Prepayment Lockout Certificates: Investors in the Prepayment Lockout
Certificates should be aware that because the Prepayment Lockout Certificates
will not receive any distributions of Mortgagor prepayments prior to the
Distribution Date occurring in December 2002 and until the Distribution Date
occurring in December 2006 will receive a disproportionately small portion of
Mortgagor prepayments (unless the Certificate Principal Balances of the Senior
Certificates (other than the Prepayment Lockout Certificates) have been reduced
to zero), the weighted average life of the Prepayment Lockout Certificates will
be longer than would otherwise be the case, and the effect on the market value
of the Prepayment Lockout Certificates of changes in market interest rates or
market yields for similar securities will be greater than for other classes of
Senior Certificates entitled to such distributions.
Certificates with Subordination Features: After the Certificate Principal
Balances of the Class B Certificates have been reduced to zero, the yield to
maturity on the class of Class M Certificates then outstanding with the lowest
payment priority will be extremely sensitive to losses on the Mortgage Loans
(and the timing thereof) because the entire amount of losses that are covered by
Subordination will be allocated to such class of Class M Certificates. See
' -- Class M-2 and Class M-3 Certificate Yield Considerations' below.
Furthermore, because principal distributions are paid to certain classes of
Senior Certificates and Class M Certificates before other classes, holders of
classes having a later priority of payment bear a greater risk of losses than
holders of classes having earlier priorities for distribution of principal.
S-31
<PAGE>
<PAGE>
Assumed Final Distribution Date: The assumed final Distribution Date with
respect to each class of Offered Certificates is November 25, 2027, which date
is the Distribution Date immediately following the latest scheduled maturity
date for any Mortgage Loan. No event of default, change in the priorities for
distribution among the various classes or other provisions under the Pooling and
Servicing Agreement will arise or become applicable solely by reason of the
failure to retire the entire Certificate Principal Balance of any class of
Certificates on or before its assumed final Distribution Date.
Weighted Average Life: Weighted average life refers to the average amount
of time that will elapse from the date of issuance of a security to the date of
distribution to the investor of each dollar distributed in reduction of
principal of such security (assuming no losses). The weighted average life of
the Offered Certificates will be influenced by, among other things, the rate at
which principal of the Mortgage Loans is paid, which may be in the form of
scheduled amortization, prepayments or liquidations.
The prepayment model used in this Prospectus Supplement (the 'PREPAYMENT
ASSUMPTION') represents an assumed rate of prepayment each month relative to the
then outstanding principal balance of a pool of mortgage loans. A 100%
Prepayment Assumption assumes a constant prepayment rate ('CPR') of 4.0% per
annum of the then outstanding principal balance of such mortgage loans in the
first month of the life of the mortgage loans and an additional 1.090909% per
annum in each month thereafter until the twelfth month. Beginning in the twelfth
month and in each month thereafter during the life of the mortgage loans, a 100%
Prepayment Assumption assumes a CPR of 16.0% per annum each month. As used in
the table below, a 50% Prepayment Assumption assumes prepayment rates equal to
50% of the Prepayment Assumption. Correspondingly, a 200% Prepayment Assumption
assumes prepayment rates equal to 200% of the Prepayment Assumption, and so
forth. The Prepayment Assumption does not purport to be a historical description
of prepayment experience or a prediction of the anticipated rate of prepayment
of any pool of mortgage loans, including the Mortgage Loans.
The table set forth below has been prepared on the basis of certain
assumptions as described below regarding the weighted average characteristics of
the Mortgage Loans that are expected to be included in the Trust Fund as
described under 'Description of the Mortgage Pool' herein and the performance
thereof. The table assumes, among other things, that: (i) as of the date of
issuance of the Offered Certificates, the Mortgage Loans have the following
characteristics:
<TABLE>
<S> <C>
Aggregate principal balance................................................... $298,104,002
Mortgage Rate................................................................. 8.4856%
Servicing Fee Rate............................................................ 0.3303%
Original term to maturity (months)............................................ 360
Remaining term to maturity (months)........................................... 358
</TABLE>
(ii) the scheduled monthly payment for each Mortgage Loan has been based on its
outstanding balance, interest rate and remaining term to maturity, such that the
Mortgage Loan will amortize in amounts sufficient for repayment thereof over its
remaining term to maturity; (iii) none of the Unaffiliated Sellers, the Master
Servicer or the Company will repurchase any Mortgage Loan, as described under
'Mortgage Loan Program -- Representations by Sellers' and 'Description of the
Certificates -- Assignment of the Mortgage Loans' in the Prospectus, and neither
the Master Servicer nor the Company exercises any option to purchase the
Mortgage Loans and thereby cause a termination of the Trust Fund; (iv) there are
no delinquencies or Realized Losses on the Mortgage Loans, and principal
payments on the Mortgage Loans will be timely received together with
prepayments, if any, at the respective constant percentages of the Prepayment
Assumption set forth in the table; (v) there is no Prepayment Interest Shortfall
or any other interest shortfall in any month; (vi) payments on the Certificates
will be received on the 25th day of each month, commencing in December 1997;
(vii) payments on the Mortgage Loans earn no reinvestment return; (viii) there
are no additional ongoing Trust Fund expenses payable out of the Trust Fund; and
(ix) the Certificates will be purchased on November 26, 1997 (collectively, the
'STRUCTURING ASSUMPTIONS').
The actual characteristics and performance of the Mortgage Loans will
differ from the assumptions used in constructing the table set forth below,
which is hypothetical in nature and is provided only to give a general sense of
how the principal cash flows might behave under varying prepayment scenarios.
For example, it is very unlikely that the Mortgage Loans will prepay at a
constant level of the Prepayment Assumption until maturity or that all of the
Mortgage Loans will prepay at the same level of the Prepayment Assumption.
Moreover, the diverse remaining terms to maturity and Mortgage Rates of the
Mortgage Loans could produce slower or faster
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<PAGE>
<PAGE>
principal distributions than indicated in the table at the various constant
percentages of the Prepayment Assumption specified, even if the weighted average
remaining term to maturity and weighted average Mortgage Rate of the Mortgage
Loans are as assumed. Any difference between such assumptions and the actual
characteristics and performance of the Mortgage Loans, or actual prepayment or
loss experience, will affect the percentages of initial Certificate Principal
Balances outstanding over time and the weighted average lives of the classes of
Offered Certificates.
Subject to the foregoing discussion and assumptions, the following table
indicates the weighted average life of each class of Offered Certificates (other
than the Residual Certificates), and sets forth the percentages of the initial
Certificate Principal Balance of each such class of Offered Certificates that
would be outstanding after each of the dates shown at various percentages of the
Prepayment Assumption.
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<PAGE>
<PAGE>
PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING AT THE FOLLOWING
PERCENTAGES OF THE PREPAYMENT ASSUMPTION
<TABLE>
<CAPTION>
CLASS A-1 CLASS A-2
--------------------------------------- ---------------------------------------
DISTRIBUTION DATE 0% 50% 100% 150% 200% 0% 50% 100% 150% 200%
- -------------------- ---- --- ---- ---- ---- ---- --- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Initial Percentage.. 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%
November 25, 1998... 97 71 44 16 0 99 89 79 69 59
November 25, 1999... 95 35 0 0 0 98 76 55 36 17
November 25, 2000... 92 2 0 0 0 97 64 36 7 0
November 25, 2001... 88 0 0 0 0 96 53 17 0 0
November 25, 2002... 85 0 0 0 0 94 43 0 0 0
November 25, 2003... 81 0 0 0 0 93 35 0 0 0
November 25, 2004... 77 0 0 0 0 92 28 0 0 0
November 25, 2005... 72 0 0 0 0 90 21 0 0 0
November 25, 2006... 67 0 0 0 0 88 15 0 0 0
November 25, 2007... 62 0 0 0 0 86 10 0 0 0
November 25, 2008... 56 0 0 0 0 84 5 0 0 0
November 25, 2009... 50 0 0 0 0 82 1 0 0 0
November 25, 2010... 43 0 0 0 0 79 0 0 0 0
November 25, 2011... 35 0 0 0 0 76 0 0 0 0
November 25, 2012... 27 0 0 0 0 73 0 0 0 0
November 25, 2013... 18 0 0 0 0 70 0 0 0 0
November 25, 2014... 8 0 0 0 0 66 0 0 0 0
November 25, 2015... 0 0 0 0 0 62 0 0 0 0
November 25, 2016... 0 0 0 0 0 58 0 0 0 0
November 25, 2017... 0 0 0 0 0 54 0 0 0 0
November 25, 2018... 0 0 0 0 0 49 0 0 0 0
November 25, 2019... 0 0 0 0 0 43 0 0 0 0
November 25, 2020... 0 0 0 0 0 37 0 0 0 0
November 25, 2021... 0 0 0 0 0 31 0 0 0 0
November 25, 2022... 0 0 0 0 0 24 0 0 0 0
November 25, 2023... 0 0 0 0 0 13 0 0 0 0
November 25, 2024... 0 0 0 0 0 1 0 0 0 0
November 25, 2025... 0 0 0 0 0 0 0 0 0 0
November 25, 2026... 0 0 0 0 0 0 0 0 0 0
November 25, 2027... 0 0 0 0 0 0 0 0 0 0
Weighted Average
Life in Years**.... 11.1 1.6 0.9 0.7 0.6 18.9 4.9 2.4 1.7 1.3
<CAPTION>
CLASS A-3 CLASS A-4
--------------------------------------- ----------------------------------------
DISTRIBUTION DATE 0% 50% 100% 150% 200% 0% 50% 100% 150% 200%
- -------------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Initial Percentage.. 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%
November 25, 1998... 100 100 100 100 90 100 100 100 100 100
November 25, 1999... 100 100 80 33 0 100 100 100 100 73
November 25, 2000... 100 100 31 0 0 100 100 100 29 0
November 25, 2001... 100 74 0 0 0 100 100 74 0 0
November 25, 2002... 100 49 0 0 0 100 100 0 0 0
November 25, 2003... 100 28 0 0 0 100 100 0 0 0
November 25, 2004... 100 11 0 0 0 100 100 0 0 0
November 25, 2005... 100 0 0 0 0 100 92 0 0 0
November 25, 2006... 100 0 0 0 0 100 65 0 0 0
November 25, 2007... 100 0 0 0 0 100 43 0 0 0
November 25, 2008... 100 0 0 0 0 100 22 0 0 0
November 25, 2009... 100 0 0 0 0 100 3 0 0 0
November 25, 2010... 100 0 0 0 0 100 0 0 0 0
November 25, 2011... 100 0 0 0 0 100 0 0 0 0
November 25, 2012... 100 0 0 0 0 100 0 0 0 0
November 25, 2013... 100 0 0 0 0 100 0 0 0 0
November 25, 2014... 100 0 0 0 0 100 0 0 0 0
November 25, 2015... 98 0 0 0 0 100 0 0 0 0
November 25, 2016... 87 0 0 0 0 100 0 0 0 0
November 25, 2017... 76 0 0 0 0 100 0 0 0 0
November 25, 2018... 63 0 0 0 0 100 0 0 0 0
November 25, 2019... 49 0 0 0 0 100 0 0 0 0
November 25, 2020... 35 0 0 0 0 100 0 0 0 0
November 25, 2021... 18 0 0 0 0 100 0 0 0 0
November 25, 2022... 1 0 0 0 0 100 0 0 0 0
November 25, 2023... 0 0 0 0 0 55 0 0 0 0
November 25, 2024... 0 0 0 0 0 5 0 0 0 0
November 25, 2025... 0 0 0 0 0 0 0 0 0 0
November 25, 2026... 0 0 0 0 0 0 0 0 0 0
November 25, 2027... 0 0 0 0 0 0 0 0 0 0
Weighted Average
Life in Years**.... 21.8 5.1 2.7 1.8 1.4 26.1 9.8 4.3 2.9 2.2
</TABLE>
- ------------
* Indicates a number that is greater than zero but less than 0.5%.
** The weighted average life of a Certificate is determined by (i) multiplying
the net reduction, if any, of the Certificate Principal Balance by the number
of years from the date of issuance of the Certificate to the related
Distribution Date, (ii) adding the results, and (iii) dividing the sum by the
aggregate of the net reductions of the Certificate Principal Balance
described in (i) above.
THIS TABLE HAS BEEN PREPARED BASED ON THE STRUCTURING ASSUMPTIONS (INCLUDING THE
ASSUMPTIONS REGARDING THE CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE LOANS
WHICH DIFFER FROM THE ACTUAL CHARACTERISTICS AND PERFORMANCE THEREOF) AND SHOULD
BE READ IN CONJUNCTION THEREWITH.
(Table continued on next page.)
S-34
<PAGE>
<PAGE>
PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING AT THE FOLLOWING
PERCENTAGES OF THE PREPAYMENT ASSUMPTION
<TABLE>
<CAPTION>
CLASS A-5 CLASS A-6
---------------------------------------- ----------------------------------------
DISTRIBUTION DATE 0% 50% 100% 150% 200% 0% 50% 100% 150% 200%
- -------------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Initial Percentage.. 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%
November 25, 1998... 100 100 100 100 100 100 100 100 100 100
November 25, 1999... 100 100 100 100 100 100 100 100 100 100
November 25, 2000... 100 100 100 100 0 100 100 100 100 96
November 25, 2001... 100 100 100 5 0 100 100 100 100 0
November 25, 2002... 100 100 90 0 0 100 100 100 0 0
November 25, 2003... 100 100 29 0 0 100 100 100 0 0
November 25, 2004... 100 100 0 0 0 100 100 83 0 0
November 25, 2005... 100 100 0 0 0 100 100 53 0 0
November 25, 2006... 100 100 0 0 0 100 100 38 0 0
November 25, 2007... 100 100 0 0 0 100 100 31 0 0
November 25, 2008... 100 100 0 0 0 100 100 26 0 0
November 25, 2009... 100 100 0 0 0 100 100 21 0 0
November 25, 2010... 100 84 0 0 0 100 100 17 0 0
November 25, 2011... 100 66 0 0 0 100 100 14 0 0
November 25, 2012... 100 49 0 0 0 100 100 11 0 0
November 25, 2013... 100 34 0 0 0 100 100 9 0 0
November 25, 2014... 100 20 0 0 0 100 100 7 0 0
November 25, 2015... 100 7 0 0 0 100 100 6 0 0
November 25, 2016... 100 0 0 0 0 100 94 5 0 0
November 25, 2017... 100 0 0 0 0 100 82 4 0 0
November 25, 2018... 100 0 0 0 0 100 70 3 0 0
November 25, 2019... 100 0 0 0 0 100 59 2 0 0
November 25, 2020... 100 0 0 0 0 100 49 2 0 0
November 25, 2021... 100 0 0 0 0 100 40 1 0 0
November 25, 2022... 100 0 0 0 0 100 32 1 0 0
November 25, 2023... 100 0 0 0 0 100 24 1 0 0
November 25, 2024... 100 0 0 0 0 100 17 * 0 0
November 25, 2025... 43 0 0 0 0 100 11 * 0 0
November 25, 2026... 0 0 0 0 0 71 5 * 0 0
November 25, 2027... 0 0 0 0 0 0 0 0 0 0
Weighted Average
Life in Years**.... 27.9 15.1 5.7 3.7 2.7 29.3 23.4 9.9 4.5 3.3
<CAPTION>
CLASS A-7 CLASSES M-1, M-2 AND M-3
--------------------------------------- ----------------------------------------
DISTRIBUTION DATE 0% 50% 100% 150% 200% 0% 50% 100% 150% 200%
- -------------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Initial Percentage.. 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%
November 25, 1998... 99 99 99 99 99 99 99 99 99 99
November 25, 1999... 98 98 98 98 98 98 98 98 98 98
November 25, 2000... 97 97 97 97 97 97 97 97 97 97
November 25, 2001... 96 96 96 96 78 96 96 96 96 96
November 25, 2002... 95 95 95 94 41 95 95 95 95 95
November 25, 2003... 94 92 89 65 20 94 92 89 87 84
November 25, 2004... 93 87 81 44 7 93 88 82 77 71
November 25, 2005... 92 82 71 30 2 92 82 73 64 56
November 25, 2006... 90 75 60 22 * 90 76 63 51 40
November 25, 2007... 88 68 49 16 * 88 68 52 38 27
November 25, 2008... 87 61 41 12 * 87 62 42 28 18
November 25, 2009... 85 55 33 9 * 85 55 35 21 12
November 25, 2010... 83 49 27 7 * 83 50 29 16 8
November 25, 2011... 80 44 22 5 * 80 44 23 11 5
November 25, 2012... 78 39 18 4 * 78 40 19 8 3
November 25, 2013... 75 35 15 3 * 75 35 15 6 2
November 25, 2014... 72 31 12 2 * 72 31 12 5 1
November 25, 2015... 69 27 10 1 * 69 27 10 3 1
November 25, 2016... 65 24 8 1 * 65 24 8 2 1
November 25, 2017... 61 20 6 1 * 61 21 6 2 *
November 25, 2018... 57 17 5 1 * 57 18 5 1 *
November 25, 2019... 53 15 4 * * 53 15 4 1 *
November 25, 2020... 48 12 3 * * 48 12 3 1 *
November 25, 2021... 42 10 2 * * 42 10 2 * *
November 25, 2022... 36 8 1 * * 36 8 2 * *
November 25, 2023... 30 6 1 * * 30 6 1 * *
November 25, 2024... 23 4 1 * * 23 4 1 * *
November 25, 2025... 16 3 * * * 16 3 * * *
November 25, 2026... 7 1 * * * 7 1 * * *
November 25, 2027... 0 0 0 0 0 0 0 0 0 0
Weighted Average
Life in Years**.... 20.6 14.0 11.0 7.6 5.0 20.6 14.1 11.2 9.6 8.7
</TABLE>
- ------------
* Indicates a number that is greater than zero but less than 0.5%.
** The weighted average life of a Certificate is determined by (i) multiplying
the net reduction, if any, of the Certificate Principal Balance by the number
of years from the date of issuance of the Certificate to the related
Distribution Date, (ii) adding the results, and (iii) dividing the sum by the
aggregate of the net reductions of the Certificate Principal Balance
described in (i) above.
THIS TABLE HAS BEEN PREPARED BASED ON THE STRUCTURING ASSUMPTIONS (INCLUDING THE
ASSUMPTIONS REGARDING THE CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE LOANS
WHICH DIFFER FROM THE ACTUAL CHARACTERISTICS AND PERFORMANCE THEREOF) AND SHOULD
BE READ IN CONJUNCTION THEREWITH.
(Table continued from previous page.)
S-35
<PAGE>
<PAGE>
VARIABLE STRIP CERTIFICATE YIELD CONSIDERATIONS
The yield to maturity on the Variable Strip Certificates will be extremely
sensitive to both the timing of receipt of prepayments and the overall rate of
principal prepayments and defaults on the Mortgage Loans with Net Mortgage Rates
greater than 7.25% per annum, which rate may fluctuate significantly over time.
Investors in the Variable Strip Certificates should fully consider the risk that
a rapid rate of prepayments on such Mortgage Loans could result in the failure
of such investors to fully recover their investments.
The following table indicates the sensitivity of the pre-tax yield to
maturity on the Variable Strip Certificates to various constant rates of
prepayment on the Mortgage Loans by projecting the monthly aggregate payments on
the Variable Strip Certificates and computing the corresponding pre-tax yields
to maturity on a corporate bond equivalent basis, based on the Structuring
Assumptions, including the assumptions regarding the characteristics and
performance of the Mortgage Loans which differ from the actual characteristics
and performance thereof and assuming the aggregate purchase prices set forth
below. Any differences between such assumptions and the actual characteristics
and performance of the Mortgage Loans and of the Variable Strip Certificates may
result in yields being different from those shown in such table. Discrepancies
between assumed and actual characteristics and performance underscore the
hypothetical nature of the table, which is provided only to give a general sense
of the sensitivity of yields in varying prepayment scenarios.
PRE-TAX YIELD TO MATURITY OF THE VARIABLE STRIP
CERTIFICATES AT THE FOLLOWING PERCENTAGES OF THE PREPAYMENT ASSUMPTION
<TABLE>
<CAPTION>
ASSUMED PURCHASE PRICE 0% 50% 100% 150% 200%
- ---------------------- ------ ------ ------ ------ --------
<S> <C> <C> <C> <C> <C>
$9,440,758 29.1% 20.6% 11.7% 2.5% (7.3)%
</TABLE>
Each pre-tax yield to maturity set forth in the preceding table was
calculated by determining the monthly discount rate which, when applied to the
assumed stream of cash flows to be paid on the Variable Strip Certificates,
would cause the discounted present value of such assumed stream of cash flows to
equal the assumed purchase price listed in the table. These yields do not take
into account the different interest rates at which investors may be able to
reinvest funds received by them as distributions on the Variable Strip
Certificates and thus do not reflect the return on any investment in the
Variable Strip Certificates when any reinvestment rates other than the discount
rates are considered.
Notwithstanding the assumed prepayment rates reflected in the preceding
table, it is highly unlikely that the Mortgage Loans will be prepaid according
to one particular pattern. For this reason, and because the timing of cash flows
is critical to determining yields, the pre-tax yields to maturity on the
Variable Strip Certificates are likely to differ from those shown in the table,
even if the average prepayment rate on all of the Mortgage Loans equals the
constant percentages of Prepayment Assumption indicated in the table above over
any given time period or over the entire life of the Certificates. Holders of
the Variable Strip Certificates generally have rights to relatively larger
portions of interest payments on Mortgage Loans with higher Mortgage Rates;
thus, the yield on the Variable Strip Certificates will be adversely affected to
a greater extent than on the other Offered Certificates if the Mortgage Loans
with higher Mortgage Rates prepay faster than the Mortgage Loans with lower
Mortgage Rates. Because Mortgage Loans having higher Pool Strip Rates generally
have higher Mortgage Rates, such Mortgage Loans are generally more likely to be
prepaid under most circumstances than are Mortgage Loans having lower Pool Strip
Rates.
There can be no assurance that the Mortgage Loans will prepay at any
particular rate or that the yield on the Variable Strip Certificates will
conform to the yields described herein. Moreover, the various remaining terms to
maturity and Mortgage Rates of the Mortgage Loans could produce slower or faster
principal distributions than indicated in the preceding table at the various
constant percentages of Prepayment Assumption specified, even if the weighted
average remaining term to maturity and weighted average Mortgage Rate of the
Mortgage Loans are as assumed. Investors are urged to make their investment
decisions based on their determinations as to anticipated rates of prepayment
under a variety of scenarios. Investors in the Variable Strip Certificates
should fully consider the risk that a rapid rate of prepayments on the Mortgage
Loans could result in the failure of such investors to fully recover their
investments.
For additional considerations relating to the yield on the Certificates,
see 'Yield Considerations' and 'Maturity and Prepayment Considerations' in the
Prospectus.
S-36
<PAGE>
<PAGE>
CLASS M-2 AND CLASS M-3 CERTIFICATE YIELD CONSIDERATIONS
If the aggregate Certificate Principal Balance of the Class B Certificates
has been reduced to zero, the yield to maturity on the Class M-3 Certificates
will become extremely sensitive to losses on the Mortgage Loans (and the timing
thereof) that are covered by Subordination, because the entire amount of such
losses will be allocated to the Class M-3 Certificates. The aggregate initial
Certificate Principal Balance of the Class B Certificates is equal to
approximately 1.25% of the aggregate principal balance of the Mortgage Loans as
of the Cut-off Date. If the Certificate Principal Balances of the Class B
Certificates and Class M-3 Certificates have been reduced to zero, the yield to
maturity on the Class M-2 Certificates will become extremely sensitive to losses
on the Mortgage Loans (and the timing thereof) that are covered by
Subordination, because the entire amount of such losses will be allocated to the
Class M-2 Certificates. The aggregate initial Certificate Principal Balance of
the Class M-3 Certificates and Class B Certificates is equal to approximately
2.75% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
Defaults on mortgage loans may be measured relative to a default standard
or model. The model used in this Prospectus Supplement, the standard default
assumption ('SDA'), represents an assumed rate of default each month relative to
the then outstanding performing principal balance of a pool of new mortgage
loans. A default assumption of 100% SDA assumes constant default rates of 0.02%
per annum of the then outstanding principal balance of such mortgage loans in
the first month of the life of the mortgage loans and an additional 0.02% per
annum in each month thereafter until the 30th month. Beginning in the 30th month
and in each month thereafter through the 60th month of the life of the mortgage
loans, 100% SDA assumes a constant default rate of 0.60% per annum each month.
Beginning in the 61st month and in each month thereafter through the 120th month
of the life of the mortgage loans, 100% SDA assumes that the constant default
rate declines each month by 0.0095% per annum, and that the constant default
rate remains at 0.03% per annum in each month after the 120th month. For the
purposes of the tables below, it is assumed that there is no delay between the
default and liquidation of the mortgage loans. As used in the table below, '0%
SDA' assumes default rates equal to 0% of SDA (no defaults). Correspondingly,
'200% SDA' assumes default rates equal to 200% of SDA, and so forth. SDA does
not purport to be a historical description of default experience or a prediction
of the anticipated rate of default of any pool of mortgage loans, including the
Mortgage Loans.
The following tables indicate the sensitivity of the yield to maturity on
the Class M-2 Certificates and Class M-3 Certificates to various rates of
prepayment and varying levels of aggregate Realized Losses by projecting the
monthly aggregate cash flows on the Class M-2 Certificates and Class M-3
Certificates and computing the corresponding pre-tax yield to maturity on a
corporate bond equivalent basis. The tables are based on the Structuring
Assumptions (except assumption (iv)) including the assumptions regarding the
characteristics and performance of the Mortgage Loans, which differ from the
actual characteristics and performance thereof, and assuming further that (i)
defaults and final liquidations on the Mortgage Loans occur on the last day of
each month at the respective SDA percentages set forth in the tables, (ii) each
liquidation results in a Realized Loss allocable to principal equal to the
percentage indicated (the 'LOSS SEVERITY PERCENTAGE') times the principal
balances of the Mortgage Loans assumed to be liquidated, (iii) there are no
delinquencies on the Mortgage Loans, and principal payments on the Mortgage
Loans (other than those on Mortgage Loans assumed to be liquidated) will be
timely received together with prepayments, if any, at the respective constant
percentages of the Prepayment Assumption set forth in the table before giving
effect to defaults in such periods, (iv) there are no Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses,
(v) clauses (a)(i), (b)(i) and (b)(ii) in the definition of Senior Accelerated
Distribution Percentage are not applicable and (vi) the purchase prices of the
Class M-2 Certificates and Class M-3 Certificates will be $4,485,265 and
$4,422,474, respectively, including accrued interest. Investors should also
consider the possibility that aggregate losses incurred may not in fact be
materially reduced by higher prepayment speeds because mortgage loans that would
otherwise ultimately default and be liquidated may be less likely to be prepaid.
In addition, investors should be aware that the following table is based upon
the assumption that the Class M-2 Certificates and Class M-3 Certificates are
priced at a discount. Since prepayments will occur at par, the yield on the
Class M-2 Certificates and Class M-3 Certificates may increase due to such
prepayments, even if losses occur. Any differences between such assumptions and
the actual characteristics and performance of the Mortgage Loans and of the
Certificates may result in yields different from those shown in such tables.
Discrepancies between assumed and actual characteristics and performance
underscore the hypothetical nature of the tables, which are provided only to
give a general sense of the sensitivity of yields in varying Realized Loss and
prepayment scenarios.
S-37
<PAGE>
<PAGE>
SENSITIVITY OF PRE-TAX YIELD TO MATURITY OF THE
CLASS M-2 CERTIFICATES AND CLASS M-3 CERTIFICATES
TO PREPAYMENTS AND REALIZED LOSSES
CLASS M-2 CERTIFICATES
<TABLE>
<CAPTION>
PERCENTAGE OF THE PREPAYMENT ASSUMPTION
PERCENTAGE LOSS SEVERITY ------------------------------------------
OF SDA PERCENTAGE 0% 50% 100% 150% 200%
- ---------- ------------- ------ ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
0% N/A 7.33% 7.32% 7.32% 7.32% 7.31%
100% 30% 7.33% 7.32% 7.32% 7.32% 7.31%
200% 30% 7.33% 7.32% 7.32% 7.32% 7.31%
300% 30% 4.14% 7.33% 7.32% 7.32% 7.31%
400% 30% (15.97)% 5.40% 7.32% 7.32% 7.31%
</TABLE>
CLASS M-3 CERTIFICATES
<TABLE>
<CAPTION>
PERCENTAGE OF THE PREPAYMENT ASSUMPTION
PERCENTAGE LOSS SEVERITY ---------------------------------------------
OF SDA PERCENTAGE 0% 50% 100% 150% 200%
- ---------- ------------- ------ ------ ----- ---- ----
<S> <C> <C> <C> <C> <C> <C>
0% N/A 7.47% 7.50% 7.52% 7.53% 7.55%
100% 30% 7.46% 7.50% 7.52% 7.53% 7.55%
200% 30% 0.35% 5.59% 7.52% 7.53% 7.55%
300% 30% (28.33)% (1.18)% 4.05% 7.29% 7.55%
400% 30% (42.06)% (30.94)% (1.46)% 4.08% 7.40%
</TABLE>
Each pre-tax yield to maturity set forth in the preceding tables was
calculated by determining the monthly discount rate which, when applied to the
assumed stream of cash flows to be paid on the Class M-2 Certificates or Class
M-3 Certificates, as applicable, would cause the discounted present value of
such assumed stream of cash flows to equal the assumed purchase price referred
to above, and converting such rate to a semi-annual corporate bond equivalent
yield. Accrued interest, if any, is included in the assumed purchase price and
is used in computing the corporate bond equivalent yields shown. These yields do
not take into account the different interest rates at which investors may be
able to reinvest funds received by them as distributions on the Class M-2
Certificates or Class M-3 Certificates, and thus do not reflect the return on
any investment in the Class M-2 Certificates or Class M-3 Certificates when any
reinvestment rates other than the discount rates set forth in the preceding
tables are considered.
The following table sets forth the amount of Realized Losses that would be
incurred with respect to the Class M-2 Certificates and Class M-3 Certificates
in the aggregate under each of the scenarios in the preceding table, expressed
as a percentage of the aggregate outstanding principal balance of the Mortgage
Loans as of the Cut-off Date:
AGGREGATE REALIZED LOSSES
<TABLE>
<CAPTION>
PERCENTAGE OF THE PREPAYMENT ASSUMPTION
PERCENTAGE LOSS SEVERITY ----------------------------------------
OF SDA PERCENTAGE 0% 50% 100% 150% 200%
- ---------- ------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
100% 30% 1.18% 0.81% 0.58% 0.43% 0.32%
200% 30% 2.32% 1.60% 1.15% 0.85% 0.63%
300% 30% 3.41% 2.37% 1.71% 1.26% 0.94%
400% 30% 4.47% 3.11% 2.25% 1.66% 1.24%
</TABLE>
Notwithstanding the assumed percentages of SDA, loss severity percentages
and prepayment rates reflected in the preceding table, it is highly unlikely
that the Mortgage Loans will be prepaid or that Realized Losses will be incurred
according to one particular pattern. For this reason, and because the timing of
cash flows is critical to determining yields, the pre-tax yields to maturity on
the Class M-2 Certificates and Class M-3 Certificates are likely to differ from
those shown in the tables. There can be no assurance that the Mortgage Loans
will prepay at any particular rate or that Realized Losses will be incurred at
any particular level or that the yield on the Class M-2 Certificates or Class
M-3 Certificates will conform to the yields described herein. Moreover, the
various remaining terms to maturity and Mortgage Rates of the Mortgage Loans
could produce slower or faster
S-38
<PAGE>
<PAGE>
principal distributions than indicated in the preceding tables at the various
constant percentages of the Prepayment Assumption specified, even if the
weighted average remaining term to maturity and weighted average Mortgage Rate
of the Mortgage Loans are as assumed.
Investors are urged to make their investment decisions based on their
determinations as to anticipated rates of prepayment and Realized Losses under a
variety of scenarios. Investors in the Class M-2 Certificates and particularly
in the Class M-3 Certificates should fully consider the risk that Realized
Losses on the Mortgage Loans could result in the failure of such investors to
fully recover their investments. For additional considerations relating to the
yield on the Certificates, see 'Yield Considerations' and 'Maturity and
Prepayment Considerations' in the Prospectus.
ADDITIONAL YIELD CONSIDERATIONS APPLICABLE SOLELY TO THE RESIDUAL CERTIFICATES
The Residual Certificateholders' after-tax rate of return on their Residual
Certificates will reflect their pre-tax rate of return, reduced by the taxes
required to be paid with respect to the Residual Certificates. Holders of
Residual Certificates may have tax liabilities with respect to their Residual
Certificates during the early years of the Trust Fund's term that substantially
exceed any distributions payable thereon during any such period. In addition,
holders of Residual Certificates may have tax liabilities with respect to their
Residual Certificates the present value of which substantially exceeds the
present value of distributions payable thereon and of any tax benefits that may
arise with respect thereto. Accordingly, the after-tax rate of return on the
Residual Certificates may be negative or may otherwise be significantly
adversely affected. The timing and amount of taxable income attributable to the
Residual Certificates will depend on, among other things, the timing and amounts
of prepayments and losses experienced with respect to the Mortgage Pool.
The Residual Certificateholders should consult their tax advisors as to the
effect of taxes and the receipt of any payments made to such holders in
connection with the purchase of the Residual Certificates on after-tax rates of
return on the Residual Certificates. See 'Certain Federal Income Tax
Consequences' herein and in the Prospectus.
POOLING AND SERVICING AGREEMENT
GENERAL
The Certificates will be issued pursuant to a Pooling and Servicing
Agreement dated as of November 1, 1997 among the Company, the Master Servicer,
and Bankers Trust Company, as Trustee. Reference is made to the Prospectus for
important information in addition to that set forth herein regarding the terms
and conditions of the Pooling and Servicing Agreement and the Offered
Certificates. The Trustee will appoint Norwest Bank Minnesota, National
Association to serve as Custodian in connection with the Certificates. The
Offered Certificates will be transferable and exchangeable at the corporate
trust office of the Trustee, which will serve as Certificate Registrar and
Paying Agent. The Company will provide a prospective or actual
Certificateholder, without charge, on written request, a copy (without exhibits)
of the Pooling and Servicing Agreement. Requests should be addressed to the
President, Residential Accredit Loans, Inc., 8400 Normandale Lake Boulevard,
Suite 600, Minneapolis, Minnesota 55437. Pursuant to the Pooling and Servicing
Agreement, transfers of Residual Certificates are prohibited to any non-United
States person. Transfers of certain of the Certificates, including the Residual
Certificates, are also subject to additional transfer restrictions as set forth
in the Pooling and Servicing Agreement. See 'Certain Federal Income Tax
Consequences' herein and 'Certain Federal Income Tax
Consequences -- REMICs -- Tax and Restrictions on Transfers of REMIC Residual
Certificates to Certain Organizations' and ' -- Taxation of Owners of REMIC
Residual Certificates -- Noneconomic REMIC Residual Certificates' in the
Prospectus. In addition to the circumstances described in the Prospectus, the
Company may terminate the Trustee for cause under certain circumstances. See
'The Pooling and Servicing Agreement -- The Trustee' in the Prospectus.
THE MASTER SERVICER
Residential Funding, an indirect wholly owned subsidiary of GMAC Mortgage
Group, Inc. and an affiliate of the Company, will act as master servicer for the
Certificates pursuant to the Pooling and Servicing
S-39
<PAGE>
<PAGE>
Agreement. For a general description of Residential Funding and its activities,
see 'Residential Funding Corporation' in the Prospectus and 'The Mortgage
Pool -- Residential Funding' herein.
The following tables set forth certain information concerning the
delinquency experience (including pending foreclosures) on one- to four-family
residential mortgage loans that generally complied with Residential Funding's
Expanded Criteria Mortgage Program at the time of purchase by Residential
Funding and were being master serviced by Residential Funding on December 31,
1995, December 31, 1996 and September 30, 1997. The indicated periods of
delinquency are based on the number of days past due on a contractual basis. No
mortgage loan is considered delinquent for these purposes until, in general, it
is one month past due on a contractual basis. Because the Program is relatively
new, the loss experience with respect to these mortgage loans is limited and is
not sufficient to provide meaningful disclosure with respect to losses.
EXPANDED CRITERIA MORTGAGE PROGRAM DELINQUENCY EXPERIENCE
<TABLE>
<CAPTION>
AT DECEMBER 31, 1995 AT DECEMBER 31, 1996
-------------------------------------------- --------------------------------------------
BY NO. BY DOLLAR BY NO. BY DOLLAR
OF AMOUNT OF AMOUNT
LOANS OF LOANS LOANS OF LOANS
-------------------- -------------------- -------------------- --------------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C>
Total Loan Portfolio.......... 5,967 $633,336 19,379 $2,048,864
Period of Delinquency
31 to 59 days............ 158 15,920 425 45,933
60 to 89 days............ 21 3,594 69 9,173
90 days or more(1)....... 2 855 26 5,272
Foreclosures pending.......... 17 2,496 58 9,114
------ ----------- ------- ----------
Total Delinquent Loans........ 198 $ 22,866 578 $ 69,492
------ ----------- ------- ----------
------ ----------- ------- ----------
Percent of Loan Portfolio..... 3.318% 3.610% 2.983% 3.392%
<CAPTION>
AT SEPTEMBER 30, 1997
--------------------------------------------
BY NO. BY DOLLAR
OF AMOUNT
LOANS OF LOANS
-------------------- --------------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C>
Total Loan Portfolio.......... 36,576 $3,843,578
Period of Delinquency
31 to 59 days............ 703 79,144
60 to 89 days............ 121 16,495
90 days or more(1)....... 16 2,456
Foreclosures pending.......... 142 22,128
------- ----------
Total Delinquent Loans........ 982 $ 120,223
------- ----------
------- ----------
Percent of Loan Portfolio..... 2.685% 3.128%
</TABLE>
- ------------
(1) Does not include foreclosures pending.
EXPANDED CRITERIA MORTGAGE PROGRAM REDUCED DOCUMENTATION DELINQUENCY EXPERIENCE
<TABLE>
<CAPTION>
AT DECEMBER 31, 1995 AT DECEMBER 31, 1996
-------------------------------------------- --------------------------------------------
BY NO. BY DOLLAR BY NO. BY DOLLAR
OF AMOUNT OF AMOUNT
LOANS OF LOANS LOANS OF LOANS
-------------------- -------------------- -------------------- --------------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C>
Total Loan Portfolio.......... 2,224 $288,968 6,750 $889,427
Period of Delinquency
31 to 59 days............ 55 7,134 139 18,198
60 to 89 days............ 8 1,985 32 5,791
90 days or more(1)....... 2 855 10 2,877
Foreclosures pending.......... 4 1,431 22 4,062
------ ----------- ------- --------
Total Delinquent Loans........ 69 $ 11,405 203 $ 30,927
------ ----------- ------- --------
------ ----------- ------- --------
Percent of Loan Portfolio..... 3.103% 3.947% 3.007% 3.477%
<CAPTION>
AT SEPTEMBER 30, 1997
--------------------------------------------
BY NO. BY DOLLAR
OF AMOUNT
LOANS OF LOANS
-------------------- --------------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C>
Total Loan Portfolio.......... 13,685 $1,771,882
Period of Delinquency
31 to 59 days............ 216 31,400
60 to 89 days............ 68 10,152
90 days or more(1)....... 5 828
Foreclosures pending.......... 57 12,636
------- ----------
Total Delinquent Loans........ 346 $ 55,016
------- ----------
------- ----------
Percent of Loan Portfolio..... 2.528% 3.105%
</TABLE>
SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES
The Servicing Fees for each Mortgage Loan are payable out of the interest
payments on such Mortgage Loan. The Servicing Fees in respect of each Mortgage
Loan will be at least 0.33% per annum and not more than 0.58% per annum of the
outstanding principal balance of such Mortgage Loan, with a weighted average
Servicing Fee of approximately 0.3303% per annum. The Servicing Fees consist of
(a) servicing compensation payable to the Master Servicer in respect of its
master servicing activities and (b) subservicing and other related compensation
payable to the Subservicer (including such compensation paid to the Master
Servicer as the direct servicer of a Mortgage Loan for which there is no
Subservicer). The primary compensation to be paid to the Master Servicer in
respect of its master servicing activities will be 0.08% per annum of the
outstanding principal balance of each Mortgage Loan. As described in the
Prospectus, a Subservicer is entitled to servicing compensation in a minimum
amount equal to 0.25% per annum of the outstanding principal balance of each
S-40
<PAGE>
<PAGE>
Mortgage Loan serviced by it. The Master Servicer is obligated to pay certain
ongoing expenses associated with the Trust Fund and incurred by the Master
Servicer in connection with its responsibilities under the Pooling and Servicing
Agreement. See 'Description of the Certificates -- Spread' and ' -- Servicing
and Administration of the Mortgage Collateral -- Servicing Compensation and
Payment of Expenses' in the Prospectus for information regarding other possible
compensation to the Master Servicer and Sub-Servicers and for information
regarding expenses payable by the Master Servicer.
VOTING RIGHTS
Certain actions specified in the Prospectus that may be taken by holders of
Certificates evidencing a specified percentage of all undivided interests in the
Trust Fund may be taken by holders of Certificates entitled in the aggregate to
such percentage of the Voting Rights. 98% of all Voting Rights will be allocated
among all holders of the Certificates (other than the Variable Strip
Certificates and Residual Certificates) in proportion to their then outstanding
Certificate Principal Balances, 1% of all Voting Rights will be allocated among
the holders of the Variable Strip Certificates and 1% of all Voting Rights will
be allocated among the holders of the Residual Certificates, in proportion to
the Percentage Interests evidenced by their respective Certificates. The Pooling
and Servicing Agreement will be subject to amendment without the consent of the
holders of the Residual Certificates in certain circumstances.
TERMINATION
The circumstances under which the obligations created by the Pooling and
Servicing Agreement will terminate in respect of the Offered Certificates are
described in 'The Pooling and Servicing Agreement -- Termination; Retirement of
Certificates' in the Prospectus. The Master Servicer or the Company will have
the option, on any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than 10% of the aggregate principal
balance of the Mortgage Loans as of the Cut-off Date, either (i) to purchase all
remaining Mortgage Loans and other assets in the Trust Fund, thereby effecting
early retirement of the Offered Certificates or (ii) to purchase, in whole but
not in part, the Certificates. Any such purchase of Mortgage Loans and other
assets of the Trust Fund shall be made at a price equal to the sum of (a) 100%
of the unpaid principal balance of each Mortgage Loan (or the fair market value
of the related underlying Mortgaged Properties with respect to defaulted
Mortgage Loans as to which title to such Mortgaged Properties has been acquired
if such fair market value is less than such unpaid principal balance) (net of
any unreimbursed Advance attributable to principal) as of the date of repurchase
plus (b) accrued interest thereon at the Net Mortgage Rate to, but not
including, the first day of the month in which such repurchase price is
distributed. Distributions on the Certificates in respect of any such optional
termination will be paid, first, to the Senior Certificates, second, to the
Class M Certificates in the order of their payment priority and, third, to the
Class B Certificates. The proceeds of any such distribution may not be
sufficient to distribute the full amount to each class of Certificates if the
purchase price is based in part on the fair market value of the underlying
Mortgaged Property and such fair market value is less than 100% of the unpaid
principal balance of the related Mortgage Loan. Any such purchase of the
Certificates will be made at a price equal to 100% of the Certificate Principal
Balance thereof plus interest thereon for the immediately preceding Interest
Accrual Period at the then-applicable Pass-Through Rate (or, with respect to the
Variable Strip Certificates, interest for the immediately preceding Interest
Accrual Period on the Notional Amount thereof) and any previously unpaid Accrued
Certificate Interest. Upon the purchase of such Certificates or at any time
thereafter, at the option of the Master Servicer or the Company, the Mortgage
Loans may be sold, thereby effecting a retirement of the Certificates and the
termination of the Trust Fund, or the Certificates so purchased may be held or
resold by the Master Servicer or the Company.
Upon presentation and surrender of the Offered Certificates in connection
with the termination of the Trust Fund or a purchase of Certificates under the
circumstances described above, the holders of the Offered Certificates will
receive an amount equal to the Certificate Principal Balance of such class plus
interest thereon for the immediately preceding Interest Accrual Period at the
then-applicable Pass-Through Rate (or, with respect to the Variable Strip
Certificates, interest for the immediately preceding Interest Accrual Period on
the Notional Amount thereof), plus any previously unpaid Accrued Certificate
Interest (reduced, as described above, in the case of the termination of the
Trust Fund resulting from a purchase of all the assets of the Trust Fund).
S-41
<PAGE>
<PAGE>
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Upon the issuance of the Offered Certificates, Orrick, Herrington &
Sutcliffe LLP, counsel to the Company, will deliver its opinion generally to the
effect that, assuming compliance with all provisions of the Pooling and
Servicing Agreement, for federal income tax purposes, the Trust Fund will
qualify as a REMIC under the Code.
For federal income tax purposes, (a) the Residual Certificates will
constitute the sole class of 'residual interests' in the REMIC, and (b) each
class of Senior Certificates (other than the Residual Certificates), the Class M
Certificates and Class B Certificates will represent ownership of 'regular
interests' in the REMIC and will generally be treated as debt instruments of the
REMIC. See 'Certain Federal Income Tax Consequences -- REMICs' in the
Prospectus.
For federal income tax reporting purposes, the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5 and Class A-7 Certificates will not be treated as
having been issued with original issue discount. The Class A-8 Certificates will
be treated as having been issued with original issue discount. All other classes
of Certificates may be treated as having been issued with original issue
discount for federal income tax reporting purposes. The prepayment assumption
that will be used in determining the rate of accrual of original issue discount,
market discount and premium, if any, for federal income tax purposes will be
based on the assumption that, subsequent to the date of any determination the
Mortgage Loans will prepay at a rate equal to 100% of the Prepayment Assumption.
No representation is made that the Mortgage Loans will prepay at that rate or at
any other rate. See 'Certain Federal Income Tax Consequences -- General' and
' -- REMICs -- Taxation of Owners of REMIC Regular Certificates -- Original
Issue Discount' in the Prospectus.
The OID Regulations suggest that original issue discount with respect to
securities such as the Variable Strip Certificates that represent multiple
uncertificated REMIC regular interests, in which ownership interests will be
issued simultaneously to the same buyer, should be computed on an aggregate
method. In the absence of further guidance from the IRS, original issue discount
with respect to the uncertificated regular interests represented by the Variable
Strip Certificates will be reported to the IRS and the Certificateholders on an
aggregate method based on a single overall constant yield and the prepayment
assumption stated above, treating all such uncertificated regular interests as a
single debt instrument as set forth in the OID Regulations.
If the method for computing original issue discount described in the
Prospectus results in a negative amount for any period with respect to a
Certificateholder, the amount of original issue discount allocable to such
period would be zero and such Certificateholder will be permitted to offset such
negative amount only against future original issue discount (if any)
attributable to such Certificates.
In certain circumstances OID Regulations permit the holder of a debt
instrument to recognize original issue discount under a method that differs from
that used by the issuer. Accordingly, it is possible that the holder of a
Certificate may be able to select a method for recognizing original issue
discount that differs from that used by the REMIC Administrator in preparing
reports to the Certificateholders and the IRS.
Certain classes of the Offered Certificates may be treated for federal
income tax purposes as having been issued at a premium. Whether any holder of
such a class of Certificates will be treated as holding a certificate with
amortizable bond premium will depend on such Certificateholder's purchase price
and the distributions remaining to be made on such Certificate at the time of
its acquisition by such Certificateholder. Holders of such classes of
Certificates should consult their tax advisors regarding the possibility of
making an election to amortize such premium. See 'Certain Federal Income Tax
Consequences -- REMICs -- Taxation of Owners of REMIC Regular Certificates' and
' -- Premium' in the Prospectus.
The Offered Certificates will be treated as assets described in Section
7701(a)(19)(C) of the Code and 'real estate assets' under Section 856(c)(4)(A)
of the Code generally in the same proportion that the assets of the Trust Fund
would be so treated. In addition, interest on the Offered Certificates will be
treated as 'interest on obligations secured by mortgages on real property' under
Section 856(c)(3)(B) of the Code generally to the extent that such Offered
Certificates are treated as 'real estate assets' under Section 856(c)(4)(A) of
the Code. Moreover, the Offered Certificates (other than the Residual
Certificates) will be 'qualified mortgages' within the meaning of Section
860G(a)(3) of the Code if transferred to another REMIC on its startup day in
exchange for a regular or residual interest therein. However, prospective
investors in Offered Certificates that will be generally treated as assets
described in Section 860G(a)(3) of the Code should note that, notwithstanding
such treatment, any repurchase of such a Certificate pursuant to the right of
the Master Servicer or the Company to repurchase such Offered Certificates may
adversely affect any REMIC that holds such Offered Certificates if such
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repurchase is made under circumstances giving rise to a Prohibited Transaction
Tax. See 'The Pooling and Servicing Agreement -- Termination' herein and
'Certain Federal Income Tax Consequences -- REMICs -- Characterization of
Investments in REMIC Certificates' in the Prospectus.
For further information regarding federal income tax consequences of
investing in the Offered Certificates, see 'Certain Federal Income Tax
Consequences -- REMICs' in the Prospectus.
SPECIAL TAX CONSIDERATIONS APPLICABLE TO RESIDUAL CERTIFICATES
The IRS has issued REMIC Regulations under the provisions of the Code that
significantly affect holders of Residual Certificates. The REMIC Regulations
impose restrictions on the transfer or acquisition of certain residual
interests, including the Residual Certificates. In addition, the REMIC
Regulations contain restrictions that apply to the transfer of 'noneconomic'
residual interests to United States persons. The Pooling and Servicing Agreement
includes certain other provisions regarding the transfer of Residual
Certificates, including (i) the requirement that any transferee of a Residual
Certificate provide an affidavit representing that such transferee (a) is not a
'disqualified organization,' (b) is not acquiring the Residual Certificate on
behalf of a 'disqualified organization' and (c) will maintain such status and
will obtain a similar affidavit from any person to whom such transferee shall
subsequently transfer a Residual Certificate, (ii) a provision that any transfer
of a Residual Certificate to a 'disqualified person' shall be null and void and
(iii) a grant to the Master Servicer of the right, without notice to the holder
or any prior holder, to sell to a purchaser of its choice any Residual
Certificate that shall become owned by a 'disqualified organization' despite (i)
and (ii) above. In addition, pursuant to the Pooling and Servicing Agreement,
the Residual Certificates may not be transferred to non-United States persons.
Excess inclusions are expected to be equal to all or virtually all of the
taxable income includible by holders of the Residual Certificates. See 'Certain
Federal Income Tax Consequences -- REMICs -- Taxation of Owners of REMIC
Residual Certificates -- Excess Inclusions' in the Prospectus.
The REMIC Regulations also provide that a transfer to a United States
person of 'noneconomic' residual interests will be disregarded for all federal
income tax purposes, and that the purported transferor of 'noneconomic' residual
interests will continue to remain liable for any taxes due with respect to the
income on such residual interests, unless 'no significant purpose of the
transfer was to impede the assessment or collection of tax.' Based on the REMIC
Regulations, the Residual Certificates may constitute noneconomic residual
interests during some or all of their terms for purposes of the REMIC
Regulations and, accordingly, unless no significant purpose of a transfer is to
impede the assessment or collection of tax, transfers of the Residual
Certificates may be disregarded and purported transferors may remain liable for
any taxes due with respect to the income on the Residual Certificates. All
transfers of the Residual Certificates will be subject to certain restrictions
under the terms of the Pooling and Servicing Agreement that are intended to
reduce the possibility of any such transfer being disregarded to the extent that
the Residual Certificates constitute noneconomic residual interests. See
'Certain Federal Income Tax Consequences -- REMICs -- Taxation of Owners of
REMIC Residual Certificates -- Noneconomic REMIC Residual Certificates' in the
Prospectus.
The Residual Certificateholders may be required to report an amount of
taxable income with respect to the earlier accrual periods of the term of the
REMIC that significantly exceeds the amount of cash distributions received by
such Residual Certificateholders from the related REMIC with respect to such
periods. Furthermore, the tax on such income may exceed the cash distributions
with respect to such periods. Consequently, Residual Certificateholders should
have other sources of funds sufficient to pay any federal income taxes due in
the earlier years of the REMIC's term as a result of their ownership of the
Residual Certificates. In addition, the required inclusion of this amount of
taxable income during the REMIC's earlier accrual periods and the deferral of
corresponding tax losses or deductions until later accrual periods or until the
ultimate sale or disposition of a Residual Certificate (or possibly later under
the 'wash sale' rules of Section 1091 of the Code) may cause the Residual
Certificateholders' after-tax rate of return to be zero or negative even if the
Residual Certificateholders' pre-tax rate of return is positive. That is, on a
present value basis, the Residual Certificateholders' resulting tax liabilities
could substantially exceed the sum of any tax benefits and the amount of any
cash distributions on such Residual Certificates over their life.
An individual, trust or estate that holds (whether directly or indirectly
through certain pass-through entities) a Residual Certificate may have
significant additional gross income with respect to, but may be subject to
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limitations on the deductibility of, servicing and trustee's fees and other
administrative expenses properly allocable to the REMIC in computing such
Certificateholder's regular tax liability and will not be able to deduct such
fees or expenses to any extent in computing such Certificateholder's alternative
minimum tax liability. See 'Certain Federal Income Tax
Consequences -- REMICs -- Taxation of Owners of REMIC Residual
Certificates -- Possible Pass-Through of Miscellaneous Itemized Deductions' in
the Prospectus.
Residential Funding will be designated as the 'tax matters person' with
respect to the REMIC as defined in the REMIC Provisions, and in connection
therewith will be required to hold not less than 0.01% of the Residual
Certificates.
Purchasers of the Residual Certificates are strongly advised to consult
their tax advisors as to the economic and tax consequences of investment in such
Residual Certificates.
For further information regarding the federal income tax consequences of
investing in the Residual Certificates, see 'Certain Yield and Prepayment
Considerations -- Additional Yield Considerations Applicable Solely to the
Residual Certificates' herein and 'Certain Federal Income Tax
Consequences -- REMICs -- Taxation of Owners of REMIC Residual Certificates' in
the Prospectus.
METHOD OF DISTRIBUTION
Subject to the terms and conditions set forth in an Underwriting Agreement,
dated November 24, 1997 (the 'UNDERWRITING AGREEMENT'), the Underwriter has
agreed to purchase and the Company has agreed to sell the Underwritten
Certificates, except that a de minimis portion of the Residual Certificates will
be retained by Residential Funding, and such portion is not offered hereby. It
is expected that delivery of the Underwritten Certificates (other than the
Residual Certificates) will be made only in book-entry form through the Same Day
Funds Settlement System of DTC, and that the delivery of the Residual
Certificates will be made at the offices of the Underwriter, New York, New York,
on or about November 26, 1997, against payment therefor in immediately available
funds.
The Underwriting Agreement provides that the obligation of the Underwriter
to pay for and accept delivery of the Underwritten Certificates is subject to,
among other things, the receipt of certain legal opinions and to the conditions,
among others, that no stop order suspending the effectiveness of the Company's
Registration Statement shall be in effect, and that no proceedings for such
purpose shall be pending before or threatened by the Securities and Exchange
Commission.
The distribution of the Underwritten Certificates by the Underwriter may be
effected from time to time in one or more negotiated transactions, or otherwise,
at varying prices to be determined at the time of sale. Proceeds to the Company
from the sale of the Underwritten Certificates, before deducting expenses
payable by the Company, will be approximately 100.01% of the aggregate
Certificate Principal Balance of the Underwritten Certificates plus accrued
interest thereon from the Cut-off Date. The Underwriter may effect such
transactions by selling the Underwritten Certificates to or through dealers, and
such dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Underwriter for whom they act as agent. In
connection with the sale of the Underwritten Certificates, the Underwriter may
be deemed to have received compensation from the Company in the form of
underwriting compensation. The Underwriter and any dealers that participate with
the Underwriters in the distribution of the Underwritten Certificates may be
deemed to be underwriters and any profit on the resale of the Underwritten
Certificates positioned by them may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933, as amended.
The Underwriting Agreement provides that the Company will indemnify the
Underwriter, and that under limited circumstances the Underwriter will indemnify
the Company, against certain liabilities under the Securities Act of 1933, as
amended, or contribute to payments required to be made in respect thereof.
The Variable Strip and Class M Certificates may be offered by the Company
from time to time directly or through an underwriter or agent in one or more
negotiated transactions, or otherwise, at varying prices to be determined at the
time of sale. Proceeds to the Company from any sale of the Variable Strip and
Class M Certificates will equal the purchase price paid by the purchaser
thereof, net of any expenses payable by the Company and any compensation payable
to any such underwriter or agent.
There can be no assurance that a secondary market for the Offered
Certificates will develop or, if it does develop, that it will continue. The
primary source of information available to investors concerning the Offered
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Certificates will be the monthly statements discussed in the Prospectus under
'Description of the Certificates -- Reports to Certificateholders,' which will
include information as to the outstanding principal balance of the Offered
Certificates. There can be no assurance that any additional information
regarding the Offered Certificates will be available through any other source.
In addition, the Company is not aware of any source through which price
information about the Offered Certificates will be generally available on an
ongoing basis. The limited nature of such information regarding the Offered
Certificates may adversely affect the liquidity of the Offered Certificates,
even if a secondary market for the Offered Certificates becomes available.
LEGAL OPINIONS
Certain legal matters relating to the Certificates will be passed upon for
the Company by Orrick, Herrington & Sutcliffe LLP, New York, New York and for
the Underwriter by Brown & Wood LLP, New York, New York.
RATINGS
It is a condition of the issuance of the Senior Certificates (other than
the Variable Strip Certificates) that they be rated 'AAA' by Standard & Poor's
and Fitch. It is a condition to the issuance of the Variable Strip Certificates
that they be rated 'AAAr' by Standard & Poor's and 'AAA' by Fitch. It is a
condition of the issuance of the Class M-1, Class M-2 and Class M-3 Certificates
that they be rated not lower than 'AA,' 'A' and 'BBB,' respectively, by Fitch.
Standard & Poor's ratings on mortgage pass-through certificates address the
likelihood of the receipt by Certificateholders of payments required under the
Pooling and Servicing Agreement. Standard & Poor's ratings take into
consideration the credit quality of the mortgage pool, structural and legal
aspects associated with the Certificates, and the extent to which the payment
stream in the mortgage pool is adequate to make payments required under the
Certificates. Standard & Poor's rating on the Certificates does not, however,
constitute a statement regarding frequency of prepayments on the mortgages. See
'Certain Yield and Prepayment Considerations' herein. The 'r' of the 'AAAr'
rating of the Variable Strip Certificates by Standard & Poor's is attached to
highlight derivative, hybrid, and certain other obligations that Standard &
Poor's believes may experience high volatility or high variability in expected
returns due to non-credit risks. Examples of such obligations are: securities
whose principal or interest return is indexed to equities, commodities, or
currencies; certain swaps and options; and interest only and principal only
mortgage securities. The absence of an 'r' symbol should not be taken as an
indication that an obligation will exhibit no volatility or variability in total
return.
The ratings assigned by Fitch to mortgage pass-through certificates also
address the likelihood of the receipt by Certificateholders of all distributions
to which such Certificateholders are entitled. The rating process addresses the
structural and legal aspects associated with the Certificates, including the
nature of the underlying mortgage loans. The ratings assigned to mortgage
pass-through certificates do not represent any assessment of the likelihood or
rate of principal prepayments. The ratings do not address the possibility that
Certificateholders might suffer a lower than anticipated yield or that the
holders of the Variable Strip Certificates may fail to recoup their initial
investments.
The Company has not requested a rating on the Senior Certificates by any
rating agency other than Standard & Poor's and Fitch or on the Class M
Certificates by any rating agency other than Fitch. However, there can be no
assurance as to whether any other rating agency will rate the Senior
Certificates or Class M Certificates, or, if it does, what rating would be
assigned by any such other rating agency. A rating on the Certificates by
another rating agency, if assigned at all, may be lower than the ratings
assigned to the Senior Certificates by Standard & Poor's and Fitch and the Class
M Certificates by Fitch.
A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning rating
organization. Each security rating should be evaluated independently of any
other security rating. The ratings of the Variable Strip Certificates do not
address the possibility that the holders of such Certificates may fail to fully
recover their initial investments. In the event that the ratings initially
assigned to the Offered Certificates are subsequently lowered for any reason, no
person or entity is obligated to provide any additional support or credit
enhancement with respect to the Offered Certificates.
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LEGAL INVESTMENT
The Senior Certificates and Class M-1 Certificates will constitute
'mortgage related securities' for purposes of SMMEA so long as they are rated in
at least the second highest rating category by one of the Rating Agencies, and,
as such, are legal investments for certain entities to the extent provided in
SMMEA. SMMEA provides, however, that states could override its provisions on
legal investment and restrict or condition investment in mortgage related
securities by taking statutory action on or prior to October 3, 1991. Certain
states have enacted legislation which overrides the preemption provisions of
SMMEA. The Class M-2 Certificates and Class M-3 Certificates will not constitute
'mortgage related securities' for purposes of SMMEA.
The Company makes no representations as to the proper characterization of
any class of the Offered Certificates for legal investment or other purposes, or
as to the ability of particular investors to purchase any class of the Offered
Certificates under applicable legal investment restrictions. These uncertainties
may adversely affect the liquidity of any class of Offered Certificates.
Accordingly, all institutions whose investment activities are subject to legal
investment laws and regulations, regulatory capital requirements or review by
regulatory authorities should consult with their legal advisors in determining
whether and to what extent any class of the Offered Certificates constitutes a
legal investment or is subject to investment, capital or other restrictions.
See 'Legal Investment Matters' in the Prospectus.
ERISA CONSIDERATIONS
A fiduciary of any employee benefit plan or other plan or arrangement
subject to ERISA or Section 4975 of the Code (a 'PLAN'), any insurance company
(whether through its general or separate accounts) or any other person investing
'Plan Assets' of any Plan, as defined under 'ERISA Considerations -- Plan Asset
Regulations' in the Prospectus, should carefully review with its legal advisors
whether the purchase or holding of Offered Certificates could give rise to a
transaction prohibited or not otherwise permissible under ERISA or Section 4975
of the Code. The purchase or holding of the Offered Certificates (other than the
Class M Certificates or Residual Certificates) by or on behalf of, or with 'Plan
Assets' of, a Plan may qualify for exemptive relief under the Exemption, as
described under 'ERISA Considerations -- Prohibited Transaction Exemptions' in
the Prospectus. However, the Exemption contains a number of conditions which
must be met for the Exemption to apply, including the requirement that any such
Plan must be an 'accredited investor' as defined in Rule 501 (a)(1) of
Regulation D of the Securities and Exchange Commission under the Securities Act
of 1933, as amended.
The Small Business Job Protection Act of 1996 added a new Section 401(c) to
ERISA, which provides certain exemptive relief from the provisions of Part 4 of
Title I of ERISA and Section 4975 of the Code, including the prohibited
transaction restrictions imposed by ERISA and the related excise taxes imposed
by Section 4975 of the Code, for transactions involving an insurance company
general account. Pursuant to Section 401(c) of ERISA, the DOL is required to
issue final regulations (the '401(C) REGULATIONS') no later than December 31,
1997 which are to provide guidance for purposes of determining, in cases where
insurance policies or annuity contracts supported by an insurer's general
account are issued to or for the benefit of a Plan on or before December 31,
1998, which general account assets constitute Plan Assets. Section 401(c) of
ERISA generally provides that, until the date which is 18 months after the
401(c) Regulations become final, no person shall be subject to liability under
Part 4 of Title I of ERISA and Section 4975 of the Code on the basis of a claim
that the assets of an insurance company general account constitute Plan Assets,
unless (i) as otherwise provided by the Secretary of Labor in the 401(c)
Regulations to prevent avoidance of the regulations or (ii) an action is brought
by the Secretary of Labor for certain breaches of fiduciary duty which would
also constitute a violation of federal or state criminal law. Any assets of an
insurance company general account which support insurance policies or annuity
contracts issued to a Plan after December 31, 1998 or issued to Plans on or
before December 31, 1998 for which the insurance company does not comply with
the 401(c) Regulations may be treated as Plan Assets. In addition, because
Section 401(c) does not relate to insurance company separate accounts, separate
account assets are still treated as Plan Assets of any Plan invested in such
separate account. Insurance companies contemplating the investment of general
account assets in the Offered Certificates should consult with their legal
advisors with respect to the applicability of Section 401(c) of ERISA, including
the general account's ability to continue to hold the Offered Certificates after
the date which is 18 months after the date the 401(c) Regulations become final.
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Because the exemptive relief afforded by the Exemption (or any similar
exemption that might be available) will not likely apply to the purchase, sale
or holding of the Class M Certificates (due to the subordinate nature thereof)
or the Residual Certificates, transfers of such Certificates to a Plan, to a
trustee or other person acting on behalf of any Plan, or to any other person
using Plan Assets to effect such acquisition will not be registered by the
Trustee unless the transferee provides the Company, the Trustee and the Master
Servicer with an opinion of counsel satisfactory to the Company, the Trustee and
the Master Servicer, which opinion will not be at the expense of the Company,
the Trustee or the Master Servicer, that the purchase of such Certificates by or
on behalf of such Plan is permissible under applicable law, will not constitute
or result in a non-exempt prohibited transaction under ERISA or Section 4975 of
the Code and will not subject the Company, the Trustee or the Master Servicer to
any obligation in addition to those undertaken in the Pooling and Servicing
Agreement.
In lieu of such opinion of counsel, the transferee may provide a
certification substantially to the effect that the purchase of Class M
Certificates by or on behalf of such Plan is permissible under applicable law,
will not constitute or result in a non-exempt prohibited transaction under ERISA
or Section 4975 of the Code, will not subject the Company, the Trustee or the
Master Servicer to any obligation in addition to those undertaken in the Pooling
and Servicing Agreement and the following conditions are satisfied: (i) the
transferee is an insurance company and the source of funds used to purchase such
Class M Certificates is an 'insurance company general account' (as such term is
defined in Prohibited Transaction Class Exemption ('PTCE') 95-60), and (ii) the
conditions set forth in Sections I and III of PTCE 95-60 have been satisfied.
Any fiduciary or other investor of Plan Assets that proposes to acquire or
hold the Offered Certificates on behalf of or with Plan Assets of any Plan
should consult with its counsel with respect to the potential applicability of
the fiduciary responsibility provisions of ERISA and the prohibited transaction
provisions of ERISA and Section 4975 of the Code to the proposed investment. See
'ERISA Considerations' in the Prospectus.
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This preliminary 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 or any
such State.
PROSPECTUS (Subject to Completion Dated September 23, 1997)
Mortgage and Manufactured Housing Contract Pass-Through Certificates
Residential Accredit Loans, Inc.
Depositor
The Mortgage and Manufactured Housing Contract Pass-Through Certificates (the
"Certificates") offered hereby may be sold from time to time in series, as
described in the related Prospectus Supplement. Each series of Certificates will
represent in the aggregate the entire beneficial ownership interest, excluding
any interest retained by Residential Accredit Loans, Inc. (the "Company") or any
other entity specified in the related Prospectus Supplement, in a trust fund
consisting primarily of a segregated pool of one- to four-family, residential
first mortgage loans (the "Mortgage Loans"), manufactured housing conditional
sales contracts and installment loan agreements (the "Contracts") or interests
therein (which may include Agency Securities, as defined herein) (collectively
with the Mortgage Loans and Contracts, the "Mortgage Collateral"), acquired by
the Company from one or more affiliated or unaffiliated institutions. See "The
Trust Funds." See "Index of Principal Definitions" for the meanings of
capitalized terms and acronyms.
The Mortgage Collateral and certain other assets described herein under "The
Trust Funds" and in the related Prospectus Supplement will be held in trust
(collectively, a "Trust Fund") for the benefit of the holders of the related
series of Certificates and the Excess Spread, if any, pursuant to a pooling and
servicing agreement (each, a "Pooling and Servicing Agreement") or a trust
agreement (each, a "Trust Agreement") as described herein under "The Trust
Funds" and in the related Prospectus Supplement. Each Trust Fund will consist of
one or more types of the various types of Mortgage Collateral described under
"The Trust Funds." Information regarding each class of Certificates of a series,
and the general characteristics of the Mortgage Collateral to be evidenced by
such Certificates, will be set forth in the related Prospectus Supplement.
Each series of Certificates will include one or more classes. Each class of
Certificates of any series will represent the right, which right may be senior
or subordinate to the rights of one or more of the other classes of the
Certificates, to receive a specified portion of payments of principal or
interest (or both) on the Mortgage Collateral in the related Trust Fund in the
manner described herein and in the related Prospectus Supplement. See
"Description of the Certificates--Distributions." A series may include one or
more classes of Certificates entitled to principal distributions, with
disproportionate, nominal or no interest distributions, or to interest
distributions, with disproportionate, nominal or no principal distributions. A
series may include two or more classes of Certificates which differ as to the
timing, sequential order, priority of payment, pass-through rate or amount of
distributions of principal or interest or both.
The Company's only obligations with respect to a series of Certificates will be
pursuant to certain limited representations and warranties made by the Company
or as otherwise described in the related Prospectus Supplement. The related
Prospectus Supplement may identify one or more entities as servicers (each, a
"Servicer") for a series of Certificates secured by Mortgage Loans and/or
Contracts or, if specified in the related Prospectus Supplement, an entity may
act as master servicer with respect to the Certificates (the "Master Servicer").
If specified in the related Prospectus Supplement, a series of Certificates may
have a certificate administrator (the "Certificate Administrator") in addition
to, or in lieu of, a Servicer or a Master Servicer. The principal obligations of
a Servicer or the Master Servicer, if any, will be its contractual servicing
obligations (which may include its limited obligation to make certain advances
in the event of delinquencies in payments on the Mortgage Loans or Contracts).
The principal obligations of the Certificate Administrator, if any, will be to
perform certain obligations with respect to the Certificates under the terms of
the Pooling and Servicing Agreement or Trust Agreement, as applicable. See
"Description of the Certificates."
If so specified in the related Prospectus Supplement, the Trust Fund for a
series of Certificates may include any one or any combination of a mortgage pool
insurance policy, letter of credit, bankruptcy bond, special hazard insurance
policy, reserve fund, certificate insurance policy, surety bond or other form of
credit support. In addition to or in lieu of the foregoing, credit enhancement
may be provided by means of subordination. See "Description of Credit
Enhancement."
The rate of payment of principal of each class of Certificates entitled to a
portion of principal payments on the Mortgage Collateral will depend on the
priority of payment of such class and the rate and timing of principal payments
(including prepayments, defaults, liquidations and repurchases) on the Mortgage
Collateral. A rate of principal payment lower or higher than that anticipated
may affect the yield on each class of Certificates in the manner described
herein and in the related Prospectus Supplement. See "Yield Considerations."
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For a discussion of significant matters affecting investments in the
Certificates, see "Risk Factors" commencing herein on page 11.
One or more separate elections may be made to treat a Trust Fund as a "real
estate mortgage investment conduit" (a "REMIC") for federal income tax purposes.
The Prospectus Supplement for a series of Certificates will specify which class
or classes of the related series of Certificates will be considered to be
regular interests in the related REMIC and which class of Certificates or other
interests will be designated as the residual interest in the related REMIC, if
applicable. See "Certain Federal Income Tax Consequences."
PROCEEDS OF THE ASSETS IN THE TRUST FUND ARE THE SOLE SOURCE OF PAYMENTS ON THE
CERTIFICATES. THE CERTIFICATES DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF
THE COMPANY, THE MASTER SERVICER, THE CERTIFICATE ADMINISTRATOR, GMAC MORTGAGE
GROUP, INC. ("GMAC MORTGAGE") OR ANY OF THEIR AFFILIATES. NEITHER THE
CERTIFICATES NOR THE MORTGAGE COLLATERAL WILL BE GUARANTEED OR INSURED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY (EXCEPT IN THE CASE OF FHA LOANS, FHA
CONTRACTS, VA LOANS, VA CONTRACTS AND GINNIE MAE SECURITIES) OR BY THE COMPANY,
THE MASTER SERVICER, THE CERTIFICATE ADMINISTRATOR, GMAC MORTGAGE OR ANY OF
THEIR AFFILIATES.
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.
Offers of the Certificates may be made through one or more different methods,
including offerings through underwriters, as described under "Methods of
Distribution" and in the related Prospectus Supplement. There will be no
secondary market for any series of Certificates prior to the offering thereof.
There can be no assurance that a secondary market for any of the Certificates
will develop or, if it does develop, that it will continue. The Certificates
will not be listed on any securities exchange.
Retain this Prospectus for future reference. This Prospectus may not be used to
consummate sales of securities offered hereby unless accompanied by a Prospectus
Supplement.
The date of this Prospectus is September 23, 1997.
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ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement under the Securities Act of 1933, as
amended, with respect to the Certificates (the "Registration Statement"). The
Company is also subject to certain of the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and,
accordingly, will file reports thereunder with the Commission. The Registration
Statement and the exhibits thereto, and reports and other information filed by
the Company pursuant to the Exchange Act can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at certain of its Regional Offices located as
follows: Chicago Regional Office, Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661- 2511; and Northeast Regional Office, 7
World Trade Center, Suite 1300, New York, New York 10048 and electronically
through the Commission's Electronic Data Gathering, Analysis and Retrieval
System at the Commission's Web Site (http://www.sec.gov).
Copies of Ginnie Mae's information statement and annual report can be
obtained by writing or calling the United States Department of Housing and Urban
Development, 451-7th Street S.W., Room 6210, Washington, D.C. 20410-9000
(202-708-3649). Copies of Freddie Mac's most recent offering circular for
Freddie Mac Certificates, Freddie Mac's information statement and most recent
supplement to such information statement and any quarterly report made available
by Freddie Mac can be obtained by writing or calling the Investor Relations
Department of Freddie Mac at Post Office Box 4112, Reston, Virginia 22090
(outside the Washington, D.C. metropolitan area, telephone 800-424-5401, ext.
8160; within the Washington, D.C. metropolitan area, telephone 703-759-8160).
Copies of Fannie Mae's most recent prospectus for Fannie Mae Certificates and
Fannie Mae's annual report and quarterly financial statements, as well as other
financial information, are available from the Director of Investor Relations of
Fannie Mae, 3900 Wisconsin Avenue, N.W., Washington, D.C. 20016 (202-537-7115).
The Company does not, and will not, participate in the preparation of Ginnie
Mae's information statements or annual reports, Freddie Mac's offering
circulars, information statements or any supplements thereto or any of its
quarterly reports or Fannie Mae's prospectuses or any of its reports, financial
statements or other information and, accordingly, makes no representations as to
the accuracy or completeness of the information set forth therein.
REPORTS TO CERTIFICATEHOLDERS
Monthly reports which contain information concerning the Trust Fund for a
series of Certificates will be sent by the Master Servicer or Certificate
Administrator, as applicable, to each holder of record of the Certificates of
the related series. See "Description of the Certificates--Reports to
Certificateholders." Any reports forwarded to holders will contain financial
information that has not been examined or reported upon by an independent
certified public accountant. The Company will file with the Commission such
periodic reports with respect to the Trust Fund for a series of Certificates as
are required under the Exchange Act, and the rules and regulations of the
Commission thereunder.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
With respect to each series of Certificates offered hereby, there are
incorporated herein and in the related Prospectus Supplement by reference all
documents and reports filed or caused to be filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination
of the offering of the related series of Certificates, that relate specifically
to such related series of Certificates. The Company will provide or cause to be
provided without charge to each person to whom this Prospectus and related
Prospectus Supplement is delivered in connection with the offering of one or
more classes of such series of Certificates, upon written or oral request of
such person, a copy of any or all such reports incorporated herein by reference,
in each case to the extent such reports relate to one or more of such classes of
such series of Certificates, other than the exhibits to such documents, unless
such exhibits are specifically incorporated by reference in such documents.
Requests should be directed in writing to Residential Accredit Loans, Inc., 8400
Normandale Lake Boulevard, Suite 600, Minneapolis, Minnesota 55437, or by
telephone at (612) 832-7000.
3
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No dealer, salesman, or any other person has been authorized to give any
information, or to make any representations, other than those contained in this
Prospectus or the related Prospectus Supplement and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any dealer, salesman, or any other person. Neither the
delivery of this Prospectus or the related Prospectus Supplement nor any sale
made hereunder or thereunder shall under any circumstances create an implication
that there has been no change in the information herein or therein since the
date hereof. This Prospectus and the related Prospectus Supplement are not an
offer to sell or a solicitation of an offer to buy any security in any
jurisdiction in which it is unlawful to make such offer or solicitation.
TABLE OF CONTENTS
ADDITIONAL INFORMATION..................................................... 3
REPORTS TO CERTIFICATEHOLDERS.............................................. 3
INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE......................................................... 3
SUMMARY OF PROSPECTUS...................................................... 6
RISK FACTORS............................................................... 13
Special Features of the Mortgage Collateral....................... 13
Yield and Prepayment Considerations............................... 14
Limited Representations and Warranties............................ 14
Limited Liquidity................................................. 14
Limited Obligations............................................... 15
Limitations, Reduction and Substitution of Credit
Enhancement.............................................. 15
THE TRUST FUNDS............................................................ 16
General ......................................................... 16
The Mortgage Loans................................................ 17
The Contracts..................................................... 23
The Agency Securities............................................. 24
Mortgage Collateral Sellers....................................... 25
Representations with Respect to Mortgage Collateral............... 26
Repurchases of Mortgage Collateral................................ 27
Limited Right of Substitution..................................... 28
DESCRIPTION OF THE CERTIFICATES............................................ 29
General ......................................................... 29
Form of Certificates.............................................. 30
Assignment of Mortgage Loans...................................... 32
Assignment of Contracts........................................... 33
Review of Mortgage Loan or Contract Documents..................... 33
Assignment of Agency Securities................................... 34
Spread ......................................................... 34
Payments on Mortgage Collateral................................... 34
Withdrawals from the Custodial Account............................ 37
Distributions..................................................... 38
Advances ......................................................... 40
Prepayment Interest Shortfalls.................................... 41
Reports to Certificateholders..................................... 41
Servicing and Administration of Mortgage Collateral............... 43
Realization Upon Defaulted Property............................... 47
SUBORDINATION.............................................................. 48
Overcollateralization............................................. 50
DESCRIPTION OF CREDIT ENHANCEMENT.......................................... 50
General ......................................................... 50
Letters of Credit................................................. 51
Mortgage Pool Insurance Policies.................................. 51
Special Hazard Insurance Policies................................. 53
Bankruptcy Bonds.................................................. 54
Reserve Funds..................................................... 54
Certificate Insurance Policies.................................... 55
Surety Bonds...................................................... 55
Maintenance of Credit Enhancement................................. 55
Reduction or Substitution of Credit Enhancement................... 56
OTHER FINANCIAL OBLIGATIONS RELATED TO THE
CERTIFICATES...................................................... 56
Swaps and Yield Supplement Agreements............................. 56
Purchase Obligations.............................................. 57
INSURANCE POLICIES ON MORTGAGE LOANS OR
CONTRACTS......................................................... 57
Primary Mortgage Insurance Policies............................... 57
Standard Hazard Insurance on Mortgaged Properties................. 59
Standard Hazard Insurance on Manufactured Homes................... 59
FHA Mortgage Insurance............................................ 60
VA Mortgage Guaranty.............................................. 60
THE COMPANY................................................................ 61
RESIDENTIAL FUNDING CORPORATION............................................ 61
THE POOLING AND SERVICING AGREEMENT........................................ 61
Servicing and Administration...................................... 62
Events of Default................................................. 62
Rights Upon Event of Default...................................... 62
Amendment......................................................... 63
Termination; Retirement of Certificates........................... 64
The Trustee....................................................... 64
YIELD CONSIDERATIONS....................................................... 65
MATURITY AND PREPAYMENT CONSIDERATIONS..................................... 68
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND
CONTRACTS......................................................... 70
The Mortgage Loans................................................ 71
The Contracts..................................................... 78
Environmental Legislation......................................... 81
Soldiers' and Sailors' Civil Relief Act of 1940................... 81
Default Interest and Limitations on Prepayments................... 82
Forfeitures in Drug and RICO Proceedings.......................... 82
Negative Amortization Loans....................................... 83
CERTAIN FEDERAL INCOME TAX CONSEQUENCES.................................... 83
General ......................................................... 83
REMICs ......................................................... 84
STATE AND OTHER TAX CONSEQUENCES........................................... 99
ERISA CONSIDERATIONS.......................................................100
Plan Asset Regulations............................................100
Prohibited Transaction Exemption..................................101
Insurance Company General Accounts................................103
Representation from Investing Plans...............................104
Tax-Exempt Investors..............................................104
Consultation with Counsel.........................................104
LEGAL INVESTMENT MATTERS...................................................105
USE OF PROCEEDS............................................................106
METHODS OF DISTRIBUTION....................................................106
LEGAL MATTERS..............................................................107
FINANCIAL INFORMATION......................................................107
INDEX OF PRINCIPAL DEFINITIONS.............................................108
5
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SUMMARY OF PROSPECTUS
The following summary is qualified in its entirety by reference to the
detailed information appearing elsewhere in this Prospectus and by reference to
the information with respect to each series of Certificates contained in the
Prospectus Supplement to be prepared and delivered in connection with the
offering of such series. Capitalized terms used in this summary that are not
otherwise defined shall have the meanings ascribed thereto in this Prospectus.
An index indicating where certain terms used herein are defined appears at the
end of this Prospectus.
Securities Offered...............................
Mortgage and Manufactured Housing Contract Pass-Through
Certificates.
.................................................
Company..........................................
Residential Accredit Loans, Inc. See "The Company."
.................................................
Servicer or Master Servicer.....................
The related Prospectus Supplement may identify one or more
entities as Servicers for a series of Certificates evidencing
interests in Mortgage Loans or Contracts and/or an entity may
act as Master Servicer. The Master Servicer may be
Residential Funding Corporation, an affiliate of the Company
("Residential Funding"). See "Residential Funding
Corporation" and "Description of the Certificates--Servicing
and Administration of Mortgage Collateral."
.................................................
Certificate Administrator........................
An entity may be named as the Certificate Administrator in the
related Prospectus Supplement, if required in addition to or in
lieu of the Master Servicer or Servicer for a series of
Certificates. The Certificate Administrator may be Residential
Funding. See "Residential Funding Corporation" and
"Description of the Certificates--Servicing and Administration
of Mortgage Collateral."
.................................................
Trustee..........................................
The Trustee for each series of Certificates will be specified in
the related Prospectus Supplement.
.................................................
Certificates.....................................
Each series of Certificates will represent in the aggregate the
entire beneficial ownership interest, excluding any interest
retained by the Company or any other entity specified in the
related Prospectus Supplement, in a Trust Fund consisting
primarily of the Mortgage Collateral acquired by the Company
from one or more affiliated or unaffiliated institutions. Each
series of Certificates will be issued pursuant to a Pooling and
Servicing Agreement or a Trust Agreement among the
Company, the Trustee and one or more of any Servicer, the
Master Servicer and the Certificate Administrator.
.................................................
.................................................
As specified in the related Prospectus Supplement, each series
of Certificates, or class of Certificates in the case of a series
consisting of two or more classes, may have a stated principal
balance, no stated principal balance or a notional amount and
may be entitled to distributions of interest based on a specified
interest rate or rates (each, a "Pass-Through Rate"). Each
series or class of Certificates may have a different Pass-
Through Rate, which may be a fixed, variable or adjustable
Pass-Through Rate, or any combination of two or more of such
6
<PAGE>
Pass-Through Rates. The related Prospectus Supplement will specify the
Pass-Through Rate or Rates for each series or class of Certificates,
or the initial Pass-Through Rate or Rates and the method for
determining subsequent changes to the Pass-Through Rate or Rates.
.................................................
.................................................
A series may include one or more classes of Certificates
(each, a "Strip Certificate") entitled to (i) principal
distributions, with disproportionate, nominal or no interest
distributions, or (ii) interest distributions, with
disproportionate, nominal or no principal distributions. In
addition, a series may include classes of Certificates which
differ as to timing, sequential order, priority of payment,
Pass-Through Rate or amount of distributions of principal or
interest or both, or as to which distributions of principal or
interest or both on any class may be made upon the
occurrence of specified events, in accordance with a schedule
or formula, or on the basis of collections from designated
portions of the Trust Fund. In addition, a series may include
one or more classes of Certificates ("Accrual Certificates"),
as to which certain accrued interest will not be distributed but
rather will be added to the principal balance thereof in the
manner described in the related Prospectus Supplement. One
or more classes of Certificates in a series may be entitled to
receive principal payments pursuant to an amortization
schedule under the circumstances described in the related
Prospectus Supplement.
.................................................
.................................................
If so specified in the related Prospectus Supplement, a series
of Certificates may include one or more classes of Certificates
(collectively, the "Senior Certificates") which are senior to
one or more classes of Certificates (collectively, the
"Subordinate Certificates") in respect of certain distributions
of principal and interest and allocations of losses on the
Mortgage Collateral. See "Subordination." If so specified in
the related Prospectus Supplement, a series of Certificates may
include one or more classes of Certificates (collectively, the
"Mezzanine Certificates") which are Subordinate Certificates
but which are senior to certain other classes of Subordinate
Certificates in respect of such distributions or losses. In
addition, certain classes of Senior Certificates may be senior
to other classes of Senior Certificates in respect of such
distributions or losses. The Certificates will be issued in fully-
registered certificated or book-entry form in the authorized
denominations specified in the related Prospectus Supplement.
See "Description of the Certificates."
.................................................
Neither the Certificates nor the underlying Mortgage Collateral
will be guaranteed or insured by any governmental agency or
instrumentality (except in the case of FHA Loans, FHA
Contracts, VA Loans, VA Contracts and Ginnie Mae
Securities) or by the Company, the Master Servicer, any
Servicer, the Mortgage Collateral Seller, the Certificate
7
<PAGE>
Administrator, GMAC Mortgage or any of their affiliates. See
"Risk Factors--Limited Obligations."
Interest Distributions...........................
Except as otherwise specified herein or in the related
Prospectus Supplement, interest on each class of Certificates
of each series, other than Strip Certificates or Accrual
Certificates (prior to the time when accrued interest becomes
payable thereon), will be remitted at the applicable Pass-
Through Rate on the outstanding principal balance of such
class, on the 25th day (or, if such day is not a business day,
the next business day) of each month, commencing with the
month following the month in which the Cut-off Date (as
defined in the applicable Prospectus Supplement) occurs (each,
a "Distribution Date"). If the Prospectus Supplement so
specifies, interest distributions on any class of Certificates may
be reduced on account of negative amortization on the
Mortgage Collateral, with the Deferred Interest (as defined
herein) allocable to such class added to the principal balance
thereof, which Deferred Interest will thereafter bear interest at
the applicable Pass-Through Rate. Distributions, if any, with
respect to interest on Strip Certificates will be made on each
Distribution Date as described herein and in the related
Prospectus Supplement. See "Description of the
Certificates--Distributions." Strip Certificates that are entitled
to distributions of principal only will not receive distributions
in respect of interest. Interest that has accrued but is not yet
payable on any Accrual Certificates will be added to the
principal balance of such class on the related Distribution
Date, and will thereafter bear interest at the applicable Pass-
Through Rate. Unless otherwise specified in the related
Prospectus Supplement, distributions of interest with respect
to any series of Certificates (or accruals thereof in the case of
Accrual Certificates), or with respect to one or more classes
included therein, may be reduced to the extent of interest
shortfalls not covered by advances or the applicable form of
credit support, including any Prepayment Interest Shortfalls.
See "Description of the Certificates" and "Maturity and
Prepayment Considerations."
.................................................
Principal Distributions..........................
Except as otherwise specified in the related Prospectus
Supplement, principal distributions on the Certificates of each
series will be payable on each Distribution Date, commencing
with the Distribution Date in the month following the month
in which the Cut-off Date occurs, to the holders of the
Certificates of such series, or of the class or classes of
Certificates then entitled thereto, on a pro rata basis among all
such Certificates or among the Certificates of any such class,
in proportion to their respective outstanding principal balances
or the percentage interests represented by such class, in the
priority and manner specified in the related Prospectus
8
<PAGE>
Supplement. Strip Certificates with no principal balance will
not receive distributions in respect of principal. Distributions
of principal with respect to any class of Certificates may be
reduced to the extent of certain delinquencies not covered by
advances or losses not covered by the applicable form of
credit enhancement. See "The Trust Funds," "Maturity and
Prepayment Considerations" and "Description of the
Certificates."
Trust Fund.......................................
The Trust Fund for a series of Certificates will consist
primarily of Mortgage Loans, Contracts, whole or partial
participations in Mortgage Loans or Contracts and/or Agency
Securities, together with certain accounts, reserve funds,
insurance policies and related agreements specified in the
related Prospectus Supplement. The Trust Fund for a series of
Certificates will also include the Certificate Account and a
Collection Account, if applicable, and may include various
forms of credit enhancement, all as specified in the related
Prospectus Supplement. See "The Trust Funds" and
"Description of Credit Enhancement."
.................................................
The Mortgage Collateral will be purchased by the Company
directly or indirectly (through Residential Funding or other
affiliates) from affiliates, including HomeComings Financial
Network, Inc. and GMAC Mortgage Corporation, or directly
or indirectly from sellers unaffiliated with the Company (each,
a "Mortgage Collateral Seller"). See "The Trust
Funds--Mortgage Collateral Sellers."
Mortgage Loans...................................
The Trust Fund for a series of Certificates may include a pool
of Mortgage Loans, or whole or partial participations in
Mortgage Loans (a "Mortgage Pool"), secured by first liens
on one- to four-family residential properties (each, a
"Mortgaged Property"). The Mortgaged Properties may be
located in any of the 50 States, the District of Columbia or the
Commonwealth of Puerto Rico. Such Mortgage Loans may,
as specified in the related Prospectus Supplement, include
conventional loans, FHA Loans, VA Loans, Balloon Loans,
GPM Loans, Buy-Down Loans, Bi-Weekly Loans or Mortgage
Loans having other special payment features, as described
herein and in the related Prospectus Supplement. See "The
Trust Funds--The Mortgage Loans." The Mortgage Loans
may have fixed or adjustable interest rates. A Mortgage Pool
may include Mortgage Loans that have been modified prior to
their inclusion in a Trust Fund. The Mortgage Loans may
include either (i) Mortgage Loans secured by mortgages, deeds
of trust or other security instruments creating a first lien on
the Mortgaged Properties or (ii) loans secured by an
assignment by the borrower of a security interest in shares
issued by a private cooperative housing corporation and the
related proprietary lease or occupancy agreement on a
cooperative dwelling ("Cooperative Loans"). The Mortgaged
Properties may be owner occupied or non-owner occupied and may
9
<PAGE>
include vacation and second homes and investment properties. The
borrowers of the Mortgage Loans (the "Mortgagors") may include United
States citizens employed abroad, non-permanent resident aliens
employed in the United States and persons who are citizens and
residents of a country other than the United States, including foreign
corporations formed for the purpose of owning real estate
(collectively, "International Borrowers"). Mortgage Loans secured by
Mortgaged Properties located in Puerto Rico are sometimes referred to
herein as "Puerto Rico Mortgage Loans." See "The Trust Funds--The
Mortgage Loans."
Contracts........................................
The Trust Fund for a series of Certificates may include a pool
of Contracts, or whole or partial participations in Contracts (a
"Contract Pool") originated by one or more manufactured
housing dealers, or such other entity or entities described in
the related Prospectus Supplement. The Contracts may be
conventional manufactured housing contracts or contracts
insured by the FHA or partially guaranteed by the VA. Each
Contract will be secured by a manufactured home (each, a
"Manufactured Home," which shall also be included in the
term "Mortgaged Property"). Generally, the Contracts will
be fully-amortizing and will bear interest at a fixed rate unless
otherwise specified in the related Prospectus Supplement. See
"The Trust Funds--The Contracts."
Agency Securities................................
The Trust Fund for a series of Certificates may include a pool
of Freddie Mac Securities, Fannie Mae Securities or Ginnie
Mae Securities (collectively, the "Agency Securities"), or a
combination of Agency Securities. Such Agency Securities
may represent whole or partial interests in pools of (i)
Mortgage Loans or Contracts or (ii) Agency Securities. Unless
otherwise set forth in the related Prospectus Supplement, all
Ginnie Mae Securities will be backed by the full faith and
credit of the United States. None of the Freddie Mac
Securities or Fannie Mae Securities will be backed, directly or
indirectly, by the full faith and credit of the United States.
Agency Securities may be backed by fixed or adjustable rate
Mortgage Loans or other types of Mortgage Loans or
Contracts specified in the related Prospectus Supplement. See
"The Trust Funds--The Agency Securities."
Yield and Prepayment Considerations..............
The Mortgage Collateral supporting a series of Certificates
will have unique characteristics that will affect the yield to
maturity and the rate of payment of principal on such
Certificates. See "Yield Considerations" and "Maturity and
Prepayment Considerations" herein and in the related
Prospectus Supplement.
Credit Enhancement...............................
If so specified in the related Prospectus Supplement, the Trust
Fund with respect to any series of Certificates may include
any one or any combination of a letter of credit, mortgage
pool insurance policy, special hazard insurance policy,
10
<PAGE>
bankruptcy bond, reserve fund, certificate insurance policy,
surety bond or other type of credit support to provide partial
coverage for certain defaults and losses relating to the
Mortgage Loans. Credit support also may be provided in the
form of subordination of one or more classes of Certificates
in a series under which losses are first allocated to any
Subordinate Certificates up to a specified limit or in the form
of Overcollateralization. Any form of credit enhancement
typically will have certain limitations and exclusions from
coverage thereunder, which will be described in the related
Prospectus Supplement. Losses not covered by any form of
credit enhancement will be borne by the holders of the related
Certificates (or certain classes thereof). To the extent not set
forth herein, the amount and types of coverage, the
identification of any entity providing the coverage, the terms
of any subordination and related information will be set forth
in the Prospectus Supplement relating to a series of
Certificates. See "Description of Credit Enhancement" and
"Subordination."
Advances.........................................
Unless otherwise specified in the related Prospectus
Supplement, the Master Servicer (or, if there is no Master
Servicer for such series, the related Servicer) will be obligated
to make certain advances with respect to delinquent scheduled
payments on the Mortgage Loans or Contracts, but only to the
extent that the Master Servicer or Servicer believes that such
amounts will be recoverable by it. Any advance made by the
Master Servicer or a Servicer with respect to a Mortgage Loan
or a Contract is recoverable by it as provided herein under
"Description of the Certificates--Advances" either from
recoveries on the specific Mortgage Loan or Contract or, with
respect to any advance subsequently determined to be
nonrecoverable, out of funds otherwise distributable to the
holders of the related series of Certificates.
Optional Termination.............................
The Master Servicer, the Certificate Administrator, the
Company, a Servicer or, if specified in the related Prospectus
Supplement, the holder of the residual interest in a REMIC
may at its option either (i) effect early retirement of a series
of Certificates through the purchase of the assets in the related
Trust Fund or (ii) purchase, in whole but not in part, the
Certificates specified in the related Prospectus Supplement; in
each case under the circumstances and in the manner set forth
herein under "The Pooling and Servicing
Agreement--Termination; Retirement of Certificates" and in
the related Prospectus Supplement.
Rating...........................................
At the date of issuance, as to each series, each class of
Certificates offered hereby will be rated, at the request of the
Company, in one of the four highest rating categories by one
or more nationally recognized statistical rating agencies (each,
a "Rating Agency"). See "Ratings" in the related Prospectus
Supplement.
11
<PAGE>
Legal Investment.................................
If so specified in the related Prospectus Supplement, certain
classes of Certificates offered hereby and by the related
Prospectus Supplement that are rated in one of the two highest
rating categories by at least one Rating Agency will constitute
"mortgage related securities" for purposes of the Secondary
Mortgage Market Enhancement Act of 1984, as amended
("SMMEA"), for so long as such classes sustain such a rating.
See "Legal Investment Matters."
ERISA Considerations.............................
A fiduciary of an employee benefit plan and certain other
plans and arrangements, including individual retirement
accounts and annuities, Keogh plans, bank collective
investment funds, insurance company general and separate
accounts and certain other entities in which such plans,
accounts, annuities or arrangements are invested, which is
subject to the Employee Retirement Income Security Act, as
amended ("ERISA"), or Section 4975 of the Internal Revenue
Code of 1986 (the "Code"), and any other person
contemplating purchasing a Certificate with Plan Assets (as
defined herein), should carefully review with its legal counsel
whether the purchase or holding of Certificates could give rise
to a transaction that is prohibited or is not otherwise
permissible either under ERISA or Section 4975 of the Code.
See "ERISA Considerations" herein and in the related
Prospectus Supplement.
Certain Federal Income
Tax Consequences.................................
Certificates of each series offered hereby will constitute
"regular interests" or "residual interests" in a Trust Fund, or
a portion thereof, treated as a REMIC under Sections 860A
through 860G of the Code, unless otherwise specified in the
related Prospectus Supplement. See "Certain Federal Income
Tax Consequences" herein and in the related Prospectus
Supplement.
12
<PAGE>
RISK FACTORS
Investors should consider, among other things, the following factors in
connection with the purchase of the Certificates:
Special Features of the Mortgage Collateral
The primary assets underlying a series of Certificates will be the Mortgage
Loans or Contracts (or interests therein) in the related Trust Fund or the
Mortgage Loans or Contracts that underlie the Agency Securities in a Trust Fund.
Defaults on mortgage loans and contracts may occur because of changes in the
economic status of the related borrower or because of increases in the monthly
payment for such mortgage loan or contract or decreases in the related
borrower's equity in the related Mortgaged Property. Losses upon the foreclosure
of a mortgage loan or contract may occur because the value of the related
Mortgaged Property is insufficient to recover the outstanding principal balance
of the mortgage loan or contract. Factors which may affect the value of the
related Mortgaged Property include declines in real estate values and adverse
economic conditions either generally or in the particular geographic area in
which the related Mortgaged Property is located. See "Yield Considerations."
Losses may also result from fraud in the origination of a mortgage loan or
contract.
Mortgage Loans or Contracts may have been originated using underwriting
standards that are less stringent than the underwriting standards applied by
other first mortgage loan purchase programs such as those run by Fannie Mae or
Freddie Mac or by the Company's affiliate, Residential Funding, for the purpose
of collateralizing securities issued by Residential Funding Mortgage Securities
I, Inc. For example, Mortgage Loans or Contracts in a Trust Fund may present a
greater risk of loss than such other lending programs due to the inclusion of
Mortgage Loans with higher Loan-to-Value Ratios and Mortgage Loans with
Loan-to-Value Ratios over 80% that do not require primary mortgage insurance.
Mortgage Loans secured by investment properties may present a greater risk of
loss because a borrower experiencing financial difficulties may be more likely
to default on an investment property than a primary residence. Mortgage Loans
made to Mortgagors who reside outside of the United States or are non-United
States citizens may present a greater risk of loss because of the difficulty of
verifying income, assets and employment and, in the case of a foreclosure,
locating and serving the borrowers. Mortgage Loans that are secured by mortgaged
properties, a higher percentage of the value of which is represented by land,
may present a greater risk of loss because of delays in liquidation due to the
narrower market for such properties, difficulties in disposing of such
properties and wider fluctuations in the market value for such properties. See
"The Trust Funds--The Mortgage Loans--Underwriting Policies" and "Certain Legal
Aspects of the Mortgage Loans and Contracts."
Mortgage Loans or Contracts may have been originated one or more years
prior to the Closing Date for the related Certificates. Such seasoned Mortgage
Collateral may have higher current loan-to-value ratios than at origination if
the value of the related Mortgaged Property has declined. No assurance can be
given that values of the Mortgaged Properties have remained or will remain at
the levels existing on the dates of origination of the related Mortgage Loans or
Contracts. If a residential real estate market should experience an overall
decline in property values, or if the Mortgagors on such seasoned Mortgage
Collateral have lower incomes or poorer credit histories than at the time of
origination of the related Mortgage Loan or Contract, the actual rates of
delinquencies, foreclosures and losses could be higher than the rates otherwise
expected by an investor in the Certificates.
In addition, in the case of Mortgage Loans or Contracts that are subject to
negative amortization due to the addition to the related principal balance of
Deferred Interest, the principal balances of such Mortgage Loans or Contracts
could be increased to an amount equal to or in excess of the value of the
underlying Mortgaged Properties, thereby increasing the likelihood of default by
the Mortgagors which may result in losses on such Mortgage Loans or Contracts.
Certain other Mortgage Loans or Contracts may provide for escalating or variable
payments by the Mortgagor, as to which the Mortgagor is generally qualified on
the basis of the initial payment amount. Some of the Mortgage Loans or Contracts
may be Balloon Loans and the ability of a Mortgagor to pay the related Balloon
Amount may depend on the Mortgagor's ability to refinance the Mortgage Loan or
Contract. In some instances, the Mortgagors may not be able to make their loan
payments as such payments increase and thus the likelihood of default will
increase. A portion of the proceeds of certain Mortgage Loans may be held in
escrow by the originator and used to reimburse the Mortgagor for certain costs
of construction of or improvements to the
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related Mortgaged Property. The failure to complete such construction could
adversely affect the value of the related Mortgaged Property and the actual
loan-to-value ratio of the related Mortgage Loan.
In addition to the foregoing, from time to time certain geographic regions
will experience weaker regional economic conditions and housing markets and,
consequently, may experience higher rates of loss and delinquency than will be
experienced on mortgage loans or contracts generally. For example, a region's
economic condition and housing market may be directly, or indirectly, adversely
affected by natural disasters or civil disturbances such as earthquakes,
hurricanes, floods, eruptions or riots. The economic impact of any of these
types of events may also be felt in areas beyond the region immediately affected
by the disaster or disturbance. The Mortgage Loans or Contracts in the Trust
Fund for a series of Certificates may be concentrated in these regions, and such
concentration may present risks in addition to those generally present for
similar mortgage-backed securities without such concentration.
To the extent that losses on any item of Mortgage Collateral are not
covered by any credit enhancement, the Certificateholders of the related series
(or specific classes thereof) will bear all risk of loss resulting from default
by the Mortgagors, and will have to look primarily to the value of the Mortgaged
Properties for recovery of the outstanding principal and unpaid interest on the
defaulted Mortgage Loans or Contracts. Specific risks, if any, associated with
the Mortgage Collateral underlying a particular series of Certificates will be
discussed in the related Prospectus Supplement. See "Risk Factors," if any, in
the related Prospectus Supplement.
Yield and Prepayment Considerations
The yield to maturity of the Certificates of each series will depend on the
rate and timing of principal payments (including prepayments, liquidations due
to defaults, and repurchases due to conversion of ARM Loans to fixed interest
rate loans or breaches of representations and warranties) on the Mortgage Loans
or Contracts and the price paid by Certificateholders. Such yield may be
adversely affected by a higher or lower than anticipated rate of prepayments on
the related Mortgage Collateral. The yield to maturity on Strip Certificates
will be extremely sensitive to the rate of prepayments on the related Mortgage
Collateral. In addition, the yield to maturity on certain other types of classes
of Certificates, including Accrual Certificates, Certificates with a
Pass-Through Rate that fluctuates inversely with an index or certain other
classes, may be relatively more sensitive to the rate of prepayment on the
related Mortgage Collateral than other classes of Certificates. Prepayments are
influenced by a number of factors, including prevailing mortgage market interest
rates, local and regional economic conditions and homeowner mobility. See "Yield
Considerations" and "Maturity and Prepayment Considerations."
Limited Representations and Warranties
Certain Mortgage Collateral Sellers may make more limited representations
and warranties with respect to the Mortgage Loans or Contracts that have been
acquired by the Company than would be required by Fannie Mae or Freddie Mac in
connection with their first mortgage loan purchase programs. In addition, any
item of Mortgage Collateral for which a breach of a representation or warranty
exists will remain in the related Trust Fund in the event that a Mortgage
Collateral Seller is unable, or disputes its obligation, to repurchase such
Mortgage Collateral and such a breach does not also constitute a breach of a
representation made by Residential Funding, the Company or the Master Servicer.
In either event, any resulting losses will be borne by the related form of
credit enhancement, to the extent available, and otherwise by the holders of one
or more classes of Certificates. See "The Trust Funds--Representations with
Respect to Mortgage Collateral."
Limited Liquidity
There can be no assurance that a secondary market for the Certificates of
any series will develop or, if it does develop, that it will provide
Certificateholders with liquidity of investment or that it will continue for the
life of the Certificates of any series. The Prospectus Supplement for any series
of Certificates may indicate that an underwriter specified therein intends to
establish a secondary market in such Certificates, however no underwriter will
be obligated to do so. The Certificates will not be listed on any securities
exchange.
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Limited Obligations
The Certificates will not represent an interest in or obligation of the
Company, the Master Servicer, any Servicer, the Mortgage Collateral Seller, the
Certificate Administrator, GMAC Mortgage or any of their affiliates. The only
obligations of the foregoing entities with respect to the Certificates or any
Mortgage Collateral will be the obligations (if any) of the Company, the related
Servicer, if applicable, the Mortgage Collateral Seller, and the Master Servicer
pursuant to certain limited representations and warranties made with respect to
the Mortgage Collateral, the Master Servicer's or the applicable Servicer's
servicing obligations under the related Pooling and Servicing Agreement
(including such entity's limited obligation to make certain Advances) and
pursuant to the terms of any Agency Securities, the Certificate Administrator's
(if any) administrative obligations under the Pooling and Servicing Agreement or
the Trust Agreement, and, if and to the extent expressly described in the
related Prospectus Supplement, certain limited obligations of the Master
Servicer or the related Servicer in connection with an agreement to purchase a
Convertible Mortgage Loan upon conversion to a fixed rate. Neither the
Certificates nor the underlying Mortgage Collateral will be guaranteed or
insured by any governmental agency or instrumentality (except in the case of FHA
Loans, FHA Contracts, VA Loans, VA Contracts or Ginnie Mae Securities), or by
the Company, the Master Servicer, any Servicer, the Mortgage Collateral Seller,
the Certificate Administrator, GMAC Mortgage or any of their affiliates.
Proceeds of the assets included in the related Trust Fund (including the
Mortgage Collateral and any form of credit enhancement) will be the sole source
of payments on the Certificates, and there will be no recourse to the Company,
the Master Servicer, any Servicer, the Mortgage Collateral Seller, the
Certificate Administrator, GMAC Mortgage or any other entity in the event that
such proceeds are insufficient or otherwise unavailable to make all payments
provided for under the Certificates.
Limitations, Reduction and Substitution of Credit Enhancement
With respect to each series of Certificates, credit enhancement may be
provided in limited amounts to cover certain types of losses on the underlying
Mortgage Collateral. Credit enhancement will be provided in one or more of the
forms referred to herein, including, but not limited to: subordination of other
classes of Certificates of the same series; a Letter of Credit; a Mortgage Pool
Insurance Policy; a Special Hazard Insurance Policy; a Bankruptcy Bond; a
Reserve Fund; a Certificate Insurance Policy; a Surety Bond;
Overcollateralization; or any combination thereof. See "Subordination" and
"Description of Credit Enhancement" herein. Regardless of the form of credit
enhancement provided, the amount of coverage will be limited in amount and in
most cases will be subject to periodic reduction in accordance with a schedule
or formula. Furthermore, such credit enhancement may provide only very limited
coverage as to certain types of losses or risks, and may provide no coverage as
to certain other types of losses or risks. In the event losses exceed the amount
of coverage provided by any credit enhancement or losses of a type not covered
by any credit enhancement occur, such losses will be borne by the holders of the
related Certificates (or certain classes thereof). The Master Servicer or the
Certificate Administrator, as applicable, will generally be permitted to reduce,
terminate or substitute all or a portion of the credit enhancement for any
series of Certificates, if each Rating Agency maintaining a rating on such
Certificates indicates that the then-current rating thereof will not be
adversely affected. The rating of any series of Certificates by any Rating
Agency may be lowered following the initial issuance thereof as a result of the
downgrading of the obligations of any applicable credit support provider, or as
a result of losses on the related Mortgage Collateral in excess of the levels
contemplated by such Rating Agency at the time of its initial rating analysis.
None of the Company, the Master Servicer, any Servicer, the Mortgage Collateral
Seller, the Certificate Administrator, GMAC Mortgage or any of their affiliates
will have any obligation to replace or supplement any credit enhancement, or to
take any other action to maintain any rating of any series of Certificates. See
"Description of Credit Enhancement--Reduction or Substitution of Credit
Enhancement."
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THE TRUST FUNDS
General
A Trust Fund for a series of Certificates may include Mortgage Collateral
that consists of one or more of the following: (1) Mortgage Loans, or whole or
partial participations in Mortgage Loans, which are one- to four-family
residential mortgage loans, including loans secured by shares of cooperative
housing corporations and proprietary leases for cooperative apartment units, (2)
Contracts, or whole or partial participations in Contracts; (3) Agency
Securities which are mortgage pass-through certificates (including those
representing whole or partial interests in pools of Mortgage Loans, Contracts or
Agency Securities (a) guaranteed and/or issued by the Government National
Mortgage Association ("Ginnie Mae" and such securities, "Ginnie Mae
Securities"), (b) issued by the Federal Home Loan Mortgage Corporation ("Freddie
Mac" and such securities, "Freddie Mac Securities") or (c) issued by the Federal
National Mortgage Association ("Fannie Mae" and such securities, "Fannie Mae
Securities"); and (4) certain other related property conveyed by the Company.
The Mortgaged Properties may be located in any of the 50 States, the District of
Columbia or the Commonwealth of Puerto Rico. Each Trust Fund may also include
(i) the amounts required to be held from time to time in a trust account (the
"Certificate Account"), into which payments in respect of the Mortgage
Collateral may be deposited, maintained by the Master Servicer, a Servicer, the
Trustee or the Certificate Administrator, as the case may be, pursuant to the
Pooling and Servicing Agreement or Trust Agreement, (ii) if so specified in the
related Prospectus Supplement, a trust account (the "Custodial Account") into
which amounts to be deposited in the Certificate Account may be deposited on a
periodic basis prior to deposit in the Certificate Account, (iii) any Mortgaged
Property which initially secured a Mortgage Loan or Contract and that is
acquired by foreclosure or deed in lieu of foreclosure and (iv) if so specified
in the related Prospectus Supplement, one or more other cash accounts, insurance
policies or other forms of credit enhancement with respect to the Certificates,
the Mortgage Collateral or all or any part of the Trust Fund, required to be
maintained pursuant to the related Pooling and Servicing Agreement or Trust
Agreement. See "Description of Credit Enhancement."
Each Certificate will evidence the interest specified in the related
Prospectus Supplement in a Trust Fund, containing a Mortgage Pool, a Contract
Pool or a pool of Agency Securities (an "Agency Securities Pool") or any
combination thereof, having the aggregate principal balance as of the date (the
"Cut-off Date") specified in the related Prospectus Supplement.
Certificateholders of a series will have interests only in such Mortgage Pool,
Contract Pool or Agency Securities Pool or combination thereof and will have no
interest in the Mortgage Pool, Contract Pool or Agency Securities Pool created
with respect to any other series of Certificates.
The related Prospectus Supplement may identify one or more entities as
Servicers for a series of Certificates evidencing interests in Mortgage Loans or
Contracts or, if so provided in the related Prospectus Supplement, an entity may
act as Master Servicer with respect to a series of Certificates. The Master
Servicer or any Servicer, as applicable, may service the Mortgage Loans or
Contracts through one or more Sub-Servicers. See "Description of the
Certificates-Servicing and Administration of Mortgage Collateral." In addition
to or in lieu of the Master Servicer or Servicer for a series of Certificates,
the related Prospectus Supplement may identify a Certificate Administrator for
the Trust Fund. The related Prospectus Supplement will identify an entity that
will serve as trustee (the "Trustee") for a series of Certificates. The Trustee
will be authorized to appoint a custodian (a "Custodian") pursuant to a
custodial agreement to maintain possession of and review documents relating to
the Mortgage Collateral as the agent of the Trustee. The identity of such
Custodian, if any, will be set forth in the related Prospectus Supplement.
The following is a brief description of the Mortgage Collateral expected to
be included in the Trust Funds. If specific information respecting the Mortgage
Collateral is not known to the Company at the time Certificates are initially
offered, more general information of the nature described below will be provided
in the Prospectus Supplement, and specific information will be set forth in a
Current Report on Form 8-K (a "Form 8-K") to be filed with the Commission within
fifteen days after the initial issuance of such Certificates. A copy of the
Pooling and Servicing Agreement or Trust Agreement, as applicable, with respect
to each series will be an exhibit to the Form 8-K. A schedule of Mortgage
Collateral will be an exhibit to the related Pooling and Servicing Agreement or
Trust Agreement.
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The Mortgage Loans
Unless otherwise stated in the related Prospectus Supplement, the Mortgage
Loans included in a Trust Fund for a series will have been originated by or on
behalf of either (i) savings and loan associations, savings banks, commercial
banks, credit unions, insurance companies or similar institutions which are
supervised and/or examined by a federal or state authority, or (ii) HUD-approved
mortgagees. If so specified in the related Prospectus Supplement, the Mortgage
Collateral Sellers may include state or local government housing finance
agencies. Each Mortgage Loan will be selected by the Company for inclusion in a
Mortgage Pool from those purchased by the Company from Affiliated Sellers or,
either directly or through its affiliates, including HomeComings Financial
Network, Inc., GMAC Mortgage Corporation and Residential Funding, from
Unaffiliated Sellers, all as described in the related Prospectus Supplement. If
a Mortgage Pool is composed of Mortgage Loans acquired by the Company directly
from Unaffiliated Sellers, the related Prospectus Supplement will specify the
extent of Mortgage Loans so acquired. The characteristics of the Mortgage Loans
will be as described in the related Prospectus Supplement. The Mortgage Loans
purchased by the Company from a Mortgage Collateral Seller will be selected by
the Company. Other mortgage loans available for purchase by the Company may have
had characteristics that would have made them eligible for inclusion in a
Mortgage Pool, but were not selected by the Company for inclusion in such
Mortgage Pool.
If so stated in the related Prospectus Supplement, all or a portion of the
Mortgage Loans that underlie a series of Certificates may have been purchased by
the Company, either directly, or indirectly through Residential Funding or other
affiliates, from Mortgage Collateral Sellers under Residential Funding's
Expanded Criteria Loan Program (the "Program") as described below (such Mortgage
Loans, the "Program Loans").
The Mortgage Loans may include mortgage loans insured by the Federal
Housing Administration (the "FHA" and such loans, "FHA Loans"), a division of
the United States Department of Housing and Urban Development ("HUD"), mortgage
loans partially guaranteed by the Veterans Administration (the "VA" and such
loans, "VA Loans") and mortgage loans not insured or guaranteed by the FHA or VA
("Conventional Loans"). The Mortgage Loans may have fixed interest rates or
adjustable interest rates ("Mortgage Rates") and may provide for fixed level
payments or may be Mortgage Loans pursuant to which the monthly payments by the
Mortgagor during the early years of the related Mortgage are less than the
amount of interest that would otherwise be payable thereon, with the interest
not so paid added to the outstanding principal balance of such Mortgage Loan
("GPM Loans"), Mortgage Loans subject to temporary buy-down plans ("Buy-Down
Loans"), pursuant to which the monthly payments made by the Mortgagor during the
early years of the Mortgage Loan will be less than the scheduled monthly
payments on the Mortgage Loan, Mortgage Loans that provide for the reduction of
the interest rate based on the payment performance of the Mortgage Loans,
Mortgage Loans that provide for payment every other week during the term thereof
("Bi-Weekly Loans"), Mortgage Loans that experience negative amortization,
Mortgage Loans that require a larger payment of principal upon maturity (a
"Balloon Amount") that may be all or a portion of the principal thereof
("Balloon Loans"), or Mortgage Loans with other payment characteristics as
described below or in the related Prospectus Supplement.
The Mortgage Loans may be secured by mortgages, deeds of trust, deeds to
secure debt or other similar security instruments (collectively, "Mortgages")
creating a first lien on the related Mortgaged Properties. The Mortgage Loans
may also include Cooperative Loans evidenced by promissory notes secured by a
lien on shares issued by private, non-profit, cooperative housing corporations
("Cooperatives") and on the related proprietary leases or occupancy agreements
granting exclusive rights to occupy specific units within the apartment building
owned by a Cooperative ("Cooperative Dwellings").
If specified in the related Prospectus Supplement, a Mortgage Pool will
contain Mortgage Loans that, in addition to being secured by the related
Mortgaged Properties, are secured by other collateral owned by the related
Mortgagors or are supported by third-party guarantees secured by collateral
owned by the related guarantors. Such Mortgage Loans are collectively referred
to herein as "Additional Collateral Loans," and such collateral is collectively
referred to herein as "Additional Collateral." Additional Collateral may consist
of marketable securities, insurance policies, annuities, certificates of
deposit, cash, accounts or other personal property and, in the case of
Additional Collateral owned by any guarantor, may consist of real estate. Unless
otherwise specified
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in the related Prospectus Supplement, the security agreements and other similar
security instruments related to the Additional Collateral for a Mortgage Pool
will, in the case of Additional Collateral consisting of personal property,
create first liens thereon, and, in the case of Additional Collateral consisting
of real estate, create first or second liens thereon. Additional Collateral, or
the liens thereon in favor of the related Additional Collateral Loans, may be
greater or less in value than the principal balances of such Additional
Collateral Loans, the Appraised Values of the underlying Mortgaged Properties or
the differences, if any, between such principal balances and such Appraised
Values, and the requirements that Additional Collateral be maintained may be
terminated upon the reduction of the Loan-to-Value Ratios or principal balances
of the related Additional Collateral Loans to certain pre-determined amounts.
Additional Collateral (including any related third-party guarantees) may be
provided either in addition to or in lieu of Primary Insurance Policies for the
Additional Collateral Loans in a Mortgage Pool, as specified in the related
Prospectus Supplement. Guarantees supporting Additional Collateral Loans may be
guarantees of payment or guarantees of collectability and may be full guarantees
or limited guarantees. If a Mortgage Pool includes Additional Collateral Loans,
the related Prospectus Supplement will specify the nature and extent of such
Additional Collateral Loans and of the related Additional Collateral. If
specified in such Prospectus Supplement, the Trustee, on behalf of the related
Certificateholders, will have only the right to receive certain proceeds from
the disposition of any such Additional Collateral consisting of personal
property and the liens thereon will not be assigned to the Trustee. No assurance
can be given that values of the Additional Collateral have remained or will
remain at their levels on the Cut-off Date or as to the timing of collections
thereunder from the disposition of such Additional Collateral. No assurance can
be given as to the amount of proceeds, if any, that might be realized from the
disposition of the Additional Collateral for any of the Additional Collateral
Loans. See "Certain Legal Aspects of the Mortgage Loans and Related
Matters--Anti-Deficiency Legislation and Other Limitations on Lenders" herein.
If so specified in the related Prospectus Supplement, a Mortgage Pool may
include Mortgage Loans that have been modified (each, a "Modified Mortgage
Loan"). Such modifications may include conversions from an adjustable to a fixed
Mortgage Rate (discussed below) or other changes in the related mortgage note.
If a Mortgage Loan is a Modified Mortgage Loan, references to origination
generally shall be deemed to be references to the date of modification.
The Mortgaged Properties may consist of detached individual dwellings,
cooperative dwellings, individual condominiums, townhouses, duplexes, row
houses, modular pre-cut/panelized housing, individual units or two- to four-
unit dwellings in planned unit developments, two- to four-family dwellings and
other attached dwelling units. Each Mortgaged Property (other than a Cooperative
Dwelling) will be located on land owned in fee simple by the Mortgagor or, if
specified in the related Prospectus Supplement, land leased by the Mortgagor.
Attached dwellings may include structures where each Mortgagor owns the land
upon which the unit is built with the remaining adjacent land owned in common,
or dwelling units subject to a proprietary lease or occupancy agreement in an
apartment building owned by a Cooperative. The proprietary lease or occupancy
agreement securing a Cooperative Loan is generally subordinate to any blanket
mortgage on the related cooperative apartment building or on the underlying
land. Additionally, in the case of a Cooperative Loan, the proprietary lease or
occupancy agreement is subject to termination and the cooperative shares are
subject to cancellation by the Cooperative if the tenant-stockholder fails to
pay maintenance or other obligations or charges owed by such tenant-stockholder.
See "Certain Legal Aspects of Mortgage Loans and Contracts."
The percentage of Mortgage Loans that are owner-occupied will be disclosed
in the related Prospectus Supplement. The basis for any statement that a given
percentage of the Mortgage Loans are secured by Mortgaged Properties that are
owner-occupied will be one or more of the following: (i) the making of a
representation by the Mortgagor at origination of a Mortgage Loan that the
Mortgagor intends to use the Mortgaged Property as a primary residence, (ii) a
representation by the originator of the Mortgage Loan (which representation may
be based solely on (i) above) or (iii) the fact that the mailing address for the
Mortgagor is the same as the address of the Mortgaged Property, and any
representation and warranty in the related Pooling and Servicing Agreement to
such effect may be qualified similarly. To the extent specified in the related
Prospectus Supplement, the Mortgaged Properties may include vacation homes,
second homes and non-owner-occupied investment properties. Mortgage Loans
secured by investment properties (including two- to four-unit dwellings) may
also be secured by an assignment of leases and
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rents and operating or other cash flow guarantees relating to the Mortgage
Loans. The percentage of Mortgage Loans made to International Borrowers will
also be disclosed in the related Prospectus Supplement.
Certain information, including information regarding loan-to-value ratios
(each, a "Loan-to-Value Ratio") at origination (unless otherwise specified in
the related Prospectus Supplement) of the Mortgage Loans underlying each series
of Certificates, will be supplied in the related Prospectus Supplement. In the
case of purchase money Mortgage Loans, the Loan-to-Value Ratio is defined
generally as the ratio, expressed as a percentage, of the principal amount of
the Mortgage Loan at origination to the lesser of (1) the appraised value
determined in an appraisal obtained at origination of such Mortgage Loan and (2)
the sales price for the related Mortgaged Property, except that in the case of
certain employee or preferred customer loans, the denominator of such ratio may
be the sales price. In the case of certain non-purchase money Mortgage Loans
including refinance, modified or converted Mortgage Loans, the Loan-to-Value
Ratio at origination is defined generally as the ratio, expressed as a
percentage, of the principal amount of such Mortgage Loan to either the
appraised value determined in an appraisal obtained at the time of refinancing,
modification or conversion or, if no such appraisal has been obtained, the value
of the related Mortgaged Property which value generally will be supported by
either (i) a representation by the related Mortgage Collateral Seller (as
described below) as to such value, (ii) a broker's price opinion, automated
appraisal, drive-by appraisal or other certification of value, (iii) an
appraisal obtained within twelve months prior to such refinancing, modification
or conversion or (iv) the sales price, if the Mortgaged Property was purchased
within the previous twelve months. The denominator of the ratio described in the
preceding sentence or the second preceding sentence, as the case may be, is
hereinafter referred to as the "Appraised Value." Certain Mortgage Loans that
are subject to negative amortization will have Loan-to-Value Ratios that will
increase after origination as a result of such negative amortization. In the
case of seasoned Mortgage Loans, the appraisals upon which Loan-to-Value Ratios
have been calculated may no longer be accurate valuations of the Mortgaged
Properties. Certain Mortgaged Properties may be located in regions where
property values have declined significantly since the time of origination. In
addition, a Loan-to-Value calculation does not take into account any secondary
financing. Under the Company's underwriting standards, a Mortgage Collateral
Seller is generally permitted to provide secondary financing to a Mortgagor
contemporaneously with the origination of a Mortgage Loan, provided that the
combined Loan-to-Value Ratio is not greater than 100%. Secondary financing is
readily available and may be obtained by a Mortgagor from a lender including the
Mortgage Collateral Seller at any time (including at origination).
If so specified in the related Prospectus Supplement, a portion of the
proceeds of a Mortgage Loan may be held by the originator and used to reimburse
the Mortgagor for certain costs of construction of or improvements to the
related Mortgaged Property. The Appraised Value of any such Mortgaged Property
will be based on the assumption that such construction has been completed. If
the construction is not completed, the actual value of the related Mortgaged
Property could be adversely affected and, even if the escrowed proceeds are
applied to reduce the principal balance of the Mortgage Loan, the actual
loan-to-value ratio of the Mortgage Loan could be higher than that assumed at
the time of origination of the Mortgage Loan. In addition, the application of
any unused proceeds could cause the rate of payment of principal on such
Mortgage Loan to be faster than that assumed.
The Mortgage Loans may be "equity refinance" Mortgage Loans, as to which a
portion of the proceeds are used to refinance an existing mortgage loan, and the
remaining proceeds may be retained by the Mortgagor or used for purposes
unrelated to the Mortgaged Property. Alternatively, the Mortgage Loans may be
"rate and term refinance" Mortgage Loans, as to which substantially all of the
proceeds (net of related costs incurred by the Mortgagor) are used to refinance
an existing mortgage loan or loans (which may include a junior lien) primarily
in order to change the interest rate or other terms thereof. The Mortgage Loans
may be mortgage loans that have been consolidated and/or have had various terms
changed, mortgage loans that have been converted from adjustable rate mortgage
loans to fixed rate mortgage loans, or construction loans which have been
converted to permanent mortgage loans. In addition, a Mortgaged Property may be
subject to secondary financing at the time of origination of the Mortgage Loan
or thereafter.
Mortgage Loans that have adjustable Mortgage Rates ("ARM Loans") generally
will provide for a fixed initial Mortgage Rate until the first date on which
such Mortgage Rate is to be adjusted. Thereafter, the Mortgage Rate is subject
to periodic adjustment as described in the related Prospectus Supplement,
subject to the applicable limitations, based on changes in the relevant index
(the "Index") described in the applicable Prospectus Supplement,
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to a rate equal to the Index plus a fixed percentage spread over the Index
established contractually for each ARM Loan at the time of its origination (the
"Gross Margin"). The initial Mortgage Rate on an ARM Loan may be lower than the
sum of the then-applicable Index and the Gross Margin for such ARM Loan.
ARM Loans have features that provide different investment considerations
than fixed-rate mortgage loans. In particular, adjustable mortgage rates can
cause payment increases that may exceed some Mortgagors' capacity to cover such
payments. However, to the extent specified in the related Prospectus Supplement,
an ARM Loan may provide that its Mortgage Rate may not be adjusted to a rate
above the applicable maximum Mortgage Rate (the "Maximum Mortgage Rate") or
below the applicable minimum Mortgage Rate (the "Minimum Mortgage Rate"), if
any, for such ARM Loan. In addition, to the extent specified in the related
Prospectus Supplement, certain of the ARM Loans may provide for limitations on
the maximum amount by which their mortgage rates may adjust for any single
adjustment period (the "Periodic Cap"). Some ARM Loans provide for limitations
on the amount of scheduled payments of principal and interest.
Certain ARM Loans may be subject to negative amortization from time to time
prior to their maturity (such ARM Loans, "Neg-Am ARM Loans"). Such negative
amortization may result from either the adjustment of the Mortgage Rate on a
more frequent basis than the adjustment of the scheduled payment or the
application of a cap on the size of the scheduled payment. In the first case,
negative amortization results if an increase in the Mortgage Rate occurs prior
to an adjustment of the scheduled payment on the related Mortgage Loan and such
increase causes accrued monthly interest on the Mortgage Loan to exceed the
scheduled payment. In the second case, negative amortization results if an
increase in the Mortgage Rate causes accrued monthly interest on a Mortgage Loan
to exceed the limit on the size of the scheduled payment on such Mortgage Loan.
In the event that the scheduled payment is not sufficient to pay the accrued
monthly interest on a Neg-Am ARM Loan, the amount of accrued monthly interest
that exceeds the scheduled payment on such Mortgage Loans (the "Deferred
Interest") is added to the principal balance of such ARM Loan and is to be
repaid from future scheduled payments. Neg-Am ARM Loans do not provide for the
extension of their original stated maturity to accommodate changes in their
Mortgage Rate. The related Prospectus Supplement will specify whether the ARM
Loans underlying a series are Neg-Am ARM Loans.
A Mortgage Pool may contain ARM Loans which allow the Mortgagors to convert
the adjustable rates on such Mortgage Loans to a fixed rate at one or more
specified periods during the life of such Mortgage Loans (each, a "Convertible
Mortgage Loan"), generally not later than ten years subsequent to the date of
origination. If specified in the related Prospectus Supplement, upon any
conversion, the Company will repurchase or Residential Funding, the applicable
Servicer or Sub-Servicer or a third party will purchase the converted Mortgage
Loan as and to the extent set forth in the related Prospectus Supplement.
Alternatively, if specified in the related Prospectus Supplement, the Company or
Residential Funding (or another party specified therein) may agree to act as
remarketing agent with respect to such converted Mortgage Loans and, in such
capacity, to use its best efforts to arrange for the sale of converted Mortgage
Loans under specified conditions. Upon the failure of any party so obligated to
purchase any such converted Mortgage Loan, the inability of any remarketing
agent to arrange for the sale of the converted Mortgage Loan and the
unwillingness of such remarketing agent to exercise any election to purchase the
converted Mortgage Loan for its own account, the related Mortgage Pool will
thereafter include both fixed rate and adjustable rate Mortgage Loans.
If specified in the related Prospectus Supplement, certain of the Mortgage
Loans may be Buy-Down Loans pursuant to which the monthly payments made by the
Mortgagor during the early years of the Mortgage Loan (the "Buy-Down Period")
will be less than the scheduled monthly payments on the Mortgage Loan, the
resulting difference to be made up from (i) an amount (such amount, exclusive of
investment earnings thereon, being hereinafter referred to as "Buy-Down Funds")
contributed by the seller of the Mortgaged Property or another source and placed
in an escrow account, (ii) if the Buy-Down Funds are contributed on a present
value basis, investment earnings on such Buy-Down Funds or (iii) additional
buydown funds to be contributed over time by the Mortgagor's employer or another
source.
The related Prospectus Supplement will provide material information
concerning the types and characteristics of the Mortgage Loans included in a
Trust Fund as of the related Cut-off Date. In the event that Mortgage Loans
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are added to or deleted from the Trust Fund after the date of the related
Prospectus Supplement and prior to the Closing Date for the related series of
Certificates, the final characteristics of the Mortgage Pool will be noted in
the Form 8-K.
Under the Pooling and Servicing Agreement for each series of Certificates,
the Company will cause the Mortgage Loans constituting each Mortgage Pool to be
assigned to the Trustee for such series of Certificates, for the benefit of the
holders of all such Certificates. Such assignment of the Mortgage Loans to the
Trustee will be without recourse. See "Description of the
Certificates--Assignment of Mortgage Loans."
Underwriting Policies
The Company generally expects that the originator of each of the Mortgage
Loans will have applied, consistent with applicable federal and state laws and
regulations, underwriting procedures intended to evaluate the borrower's credit
standing and repayment ability and/or the value and adequacy of the related
property as collateral. If so specified in the related Prospectus Supplement,
all or a portion of the Mortgage Loans constituting the Mortgage Pool for a
series of Certificates may have been acquired either directly or indirectly by
the Company through the Program. Any FHA Loans or VA Loans will have been
originated in compliance with the underwriting policies of the FHA or VA,
respectively. The underwriting criteria applied by the originators of the
Mortgage Loans included in a Mortgage Pool may vary significantly among Mortgage
Collateral Sellers. The related Prospectus Supplement will describe generally
certain aspects of the underwriting criteria, to the extent known by the
Company, that were applied by the originators of such Mortgage Loans. The
Company generally will have less detailed information concerning the origination
of seasoned Mortgage Loans than it will have concerning newly-originated
Mortgage Loans.
General Standards. Generally, each Mortgagor will have been required to
complete an application designed to provide to the original lender pertinent
credit information concerning the Mortgagor. As part of the description of the
Mortgagor's financial condition, such Mortgagor will have furnished information
(which may be supplied solely in such application) with respect to its assets,
liabilities, income (except as described below), credit history, employment
history and personal information, and furnished an authorization to apply for a
credit report which summarizes the borrower's credit history with local
merchants and lenders and any record of bankruptcy. The Mortgagor may also have
been required to authorize verifications of deposits at financial institutions
where the Mortgagor had demand or savings accounts. In the case of investment
properties and two- to four- unit dwellings, income derived from the Mortgaged
Property may have been considered for underwriting purposes, in addition to the
income of the Mortgagor from other sources. With respect to Mortgaged Property
consisting of vacation or second homes, no income derived from the property
generally will have been considered for underwriting purposes. In the case of
certain borrowers with acceptable payment histories, no income will be required
to be stated (or verified) in connection with the loan application.
As described in the related Prospectus Supplement, certain Mortgage Loans
may have been originated under "limited documentation" or "no documentation"
programs which require less documentation and verification than do traditional
"full documentation" programs. Generally, under such a program, minimal
investigation into the Mortgagor's credit history and income profile is
undertaken by the originator and such underwriting may be based primarily or
entirely on an appraisal of the Mortgaged Property and the Loan-to-Value Ratio
at origination.
The adequacy of the Mortgaged Property as security for repayment of the
related Mortgage Loan will generally have been determined by an appraisal in
accordance with pre-established appraisal procedure guidelines for appraisals
established by or acceptable to the originator. Appraisers may be staff
appraisers employed by the originator or independent appraisers selected in
accordance with pre-established guidelines established by the originator. The
appraisal procedure guidelines generally will have required the appraiser or an
agent on its behalf to personally inspect the property and to verify whether the
property was in good condition and that construction, if new, had been
substantially completed. The appraisal generally will have been based upon a
market data analysis of recent sales of comparable properties and, when deemed
applicable, an analysis based on income generated from the property or a
replacement cost analysis based on the current cost of constructing or
purchasing a similar property.
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The underwriting standards applied by an originator generally require that
the underwriting officers be satisfied that the value of the property being
financed, as indicated by an appraisal or other acceptable valuation method,
currently supports and is anticipated to support in the future the outstanding
loan balance. In fact, certain states where the Mortgaged Properties may be
located have "anti-deficiency" laws requiring, in general, that lenders
providing credit on single family property look solely to the property for
repayment in the event of foreclosure. See "Certain Legal Aspects of Mortgage
Loans and Contracts." Any of these factors could change nationwide or merely
could affect a locality or region in which all or some of the Mortgaged
Properties are located. However, declining values of real estate, as experienced
recently in certain regions, or increases in the principal balances of certain
Mortgage Loans, such as GPM Loans and Neg-Am ARM Loans, could cause the
principal balance of some or all of the Mortgage Loans to exceed the value of
the Mortgaged Properties.
Based on the data provided in the application, certain verifications (if
required) and the appraisal or other valuation of the Mortgaged Property, a
determination will have been made by the original lender that the Mortgagor's
monthly income (if required to be stated) would be sufficient to enable the
Mortgagor to meet its monthly obligations on the Mortgage Loan and other
expenses related to the property (such as property taxes, utility costs,
standard hazard and primary mortgage insurance and, if applicable, maintenance
fees and other levies assessed by a Cooperative) and other fixed obligations
other than housing expenses. The originator's guidelines for Mortgage Loans
generally will specify that scheduled payments on a Mortgage Loan during the
first year of its term plus taxes and insurance (including primary mortgage
insurance) and all scheduled payments on obligations that extend beyond one year
(including those mentioned above and other fixed obligations) would generally
equal no more than specified percentages of the prospective Mortgagor's gross
income. The originator may also consider the amount of liquid assets available
to the Mortgagor after origination.
The level of review by Residential Funding, if any, will vary depending on
a number of factors. Residential Funding, on behalf of the Company, generally
will review a portion of the Mortgage Loans constituting the Mortgage Pool for a
series of Certificates for conformity with the applicable underwriting standards
and to assess the likelihood of repayment of the Mortgage Loan from the various
sources for such repayment, including the Mortgagor, the Mortgaged Property, and
primary mortgage insurance, if any. In reviewing seasoned Mortgage Loans (those
which have been outstanding for more than 12 months), Residential Funding may
also take into consideration the Mortgagor's actual payment history in assessing
a Mortgagor's current ability to make payments on the Mortgage Loan. In
addition, Residential Funding may conduct additional procedures to assess the
current value of the Mortgaged Properties. Such procedures may consist of drive
by appraisals or real estate broker's price opinions. The Company may also
consider a specific area's housing value trends. These alternative valuation
methods are not generally as reliable as the type of mortgagor financial
information or appraisals that are generally obtained at origination.
Residential Funding may also consider the applicable credit score of the related
Mortgagor used in connection with the origination of the Mortgage Loan (as
determined based on a credit scoring model acceptable to the Company.)
Generally, such credit scoring models provide a means for evaluating the
information about a prospective borrower that is available from a credit
reporting agency. The underwriting criteria applicable to any program under
which the Mortgage Loans may be originated and reviewed may provide that
qualification for the loan, or the availability of certain loan features (such
as maximum loan amount, maximum Loan-to-Value Ratio, property type and use, and
documentation level) may depend on the borrower's credit score.
With respect to the Company's underwriting standards, as well as any other
underwriting standards that may be applicable to any Mortgage Loans, such
underwriting standards generally include a set of specific criteria pursuant to
which the underwriting evaluation is made. However, the application of such
underwriting standards does not imply that each specific criterion was satisfied
individually. Rather, a Mortgage Loan will be considered to be originated in
accordance with a given set of underwriting standards if, based on an overall
qualitative evaluation, the loan is in substantial compliance with such
underwriting standards. For example, a Mortgage Loan may be considered to comply
with a set of underwriting standards, even if one or more specific criteria
included in such underwriting standards were not satisfied, if other factors
compensated for the criteria that were not satisfied or if the Mortgage Loan is
considered to be in substantial compliance with the underwriting standards.
The Program. The underwriting standards with respect to Program Loans will
generally conform to those published in Residential Funding's Seller Guide (as
applicable to the Program Loans, the "Program Seller Guide"),
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as modified from time to time. The Program Seller Guide will set forth general
underwriting standards relating to mortgage loans, which are generally less
stringent than underwriting standards applicable to mortgage loans originated
under other first mortgage loan purchase programs such as those run by Fannie
Mae or Freddie Mac or by the Company's affiliate, Residential Funding, for the
purpose of collateralizing securities issued by Residential Funding Mortgage
Securities I, Inc. For example, Program Loans may include mortgage loans with
higher Loan-to- Value Ratios, larger principal balances, mortgage loans secured
by smaller or larger parcels of land or by investment properties, mortgage loans
with Loan-to-Value Ratios in excess of 80% that do not require primary mortgage
insurance, mortgage loans made to International Borrowers, and mortgage loans
made to borrowers that are self-employed or are not required to state their
income. The underwriting standards set forth in the Program Seller Guide are
revised based on changing conditions in the residential mortgage market and the
market for the Company's mortgage pass-through certificates and may also be
waived by Residential Funding from time to time. The Prospectus Supplement for
each series of Certificates secured by Program Loans will set forth the general
underwriting criteria applicable to such Mortgage Loans.
A portion of Program Loans generally will be reviewed by Residential
Funding or by a designated third party for compliance with applicable
underwriting criteria. Certain of the Program Loans may be purchased in
negotiated transactions (which may be governed by agreements relating to ongoing
purchases of Program Loans by Residential Funding) ("Master Commitments"), from
Program Sellers who will represent that Program Loans have been originated in
accordance with underwriting standards agreed to by Residential Funding. Certain
other Program Loans will be purchased from Program Sellers who will represent
that Program Loans were originated pursuant to underwriting standards determined
by a mortgage insurance company or third party origination system acceptable to
Residential Funding. Residential Funding may accept a certification from such
insurance company as to a Program Loan's insurability in a mortgage pool as of
the date of certification as evidence of a Program Loan conforming to applicable
underwriting standards. Such certifications will likely have been issued before
the purchase of the Program Loan by Residential Funding or the Company.
FHA and VA Programs. With respect to FHA Loans and VA Loans, traditional
underwriting guidelines used by the FHA and the VA, as the case may be, which
were in effect at the time of origination of each such Mortgage Loan will have
generally been applied.
The Contracts
General
The Trust Fund for a series may include a Contract Pool evidencing
interests in Contracts originated by one or more manufactured housing dealers,
or such other entity or entities described in the related Prospectus Supplement.
The Contracts may be conventional Contracts or Contracts insured by the FHA
("FHA Contracts") or partially guaranteed by the VA ("VA Contracts"). Each
Contract will be secured by a Manufactured Home. Unless otherwise specified in
the related Prospectus Supplement, the Contracts will be fully amortizing.
The Manufactured Homes securing the Contracts will consist of "manufactured
homes" within the meaning of 42 U.S.C. ss. 5402(6) which are treated as "single
family residences" for the purposes of the REMIC provisions of the Code.
Accordingly, a Manufactured Home will be a structure built on a permanent
chassis, which is transportable in one or more sections and customarily used at
a fixed location, has a minimum of 400 square feet of living space and minimum
width in excess of 81/2 feet and is designed to be used as a dwelling with or
without a permanent foundation when connected to the required utilities, and
includes the plumbing, heating, air conditioning, and electrical systems
contained therein.
The related Prospectus Supplement will provide information concerning the
types or characteristics of the Contracts included in a Trust Fund as of the
related Cut-off Date. In the event that Contracts are added to or deleted from
the Trust Fund after the date of the related Prospectus Supplement, the final
characteristics of the Contract Pool will be noted in the Form 8-K.
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Underwriting Policies
Conventional Contracts will comply with the underwriting policies of the
applicable originator or Mortgage Collateral Seller, which will be described in
the related Prospectus Supplement. With respect to FHA Contracts and VA
Contracts, traditional underwriting guidelines used by the FHA and the VA, as
the case may be, which were in effect at the time of origination of each such
Contract will generally have been applied.
With respect to a Contract made in connection with the Mortgagor's purchase
of a Manufactured Home, the "Appraised Value" is generally the sales price of
the Manufactured Home or the amount determined by a professional appraiser. The
appraiser must personally inspect the Manufactured Home and prepare a report
which includes market data based on recent sales of comparable Manufactured
Homes and, when deemed applicable, a replacement cost analysis based on the
current cost of a similar Manufactured Home. The Loan-to-Value Ratio for a
Contract generally will be equal to the original principal amount of the
Contract divided by the lesser of the Appraised Value or the sales price for the
Manufactured Home; however, unless otherwise specified in the related Prospectus
Supplement, an appraisal of the Manufactured Home will not be required.
The Agency Securities
Government National Mortgage Association
Ginnie Mae is a wholly-owned corporate instrumentality of the United States
within HUD. Section 306(g) of Title III of the National Housing Act of 1934, as
amended (the "Housing Act"), authorizes Ginnie Mae to guarantee the timely
payment of the principal of and interest on certificates representing interests
in a pool of mortgages (i) insured by the FHA, under the Housing Act or under
Title V of the Housing Act of 1949, or (ii) partially guaranteed by the VA under
the Servicemen's Readjustment Act of 1944, as amended, or under Chapter 37 of
Title 38, United States Code.
Section 306(g) of the Housing Act provides that "the full faith and credit
of the United States is pledged to the payment of all amounts which may be
required to be paid under any guarantee under this subsection." In order to meet
its obligations under any such guarantee, Ginnie Mae may, under Section 306(d)
of the Housing Act, borrow from the United States Treasury an amount that is at
any time sufficient to enable Ginnie Mae to perform its obligations under its
guarantee. See "Additional Information" for the availability of further
information regarding Ginnie Mae and Ginnie Mae Securities.
Ginnie Mae Securities
Unless otherwise specified in the related Prospectus Supplement, each
Ginnie Mae Security relating to a series (which may be a "Ginnie Mae I
Certificate" or a "Ginnie Mae II Certificate" as referred to by Ginnie Mae) will
be a "fully modified pass-through" mortgage-backed certificate issued and
serviced by a mortgage banking company or other financial concern approved by
Ginnie Mae, except with respect to any stripped mortgage backed securities
guaranteed by Ginnie Mae or any REMIC securities issued by Ginnie Mae. The
characteristics of any Ginnie Mae Securities included in the Trust Fund for a
series of Certificates will be set forth in the related Prospectus Supplement.
Federal Home Loan Mortgage Corporation
Freddie Mac is a corporate instrumentality of the United States created
pursuant to Title III of the Emergency Home Finance Act of 1970, as amended (the
"Freddie Mac Act"). Freddie Mac was established primarily for the purpose of
increasing the availability of mortgage credit for the financing of needed
housing. The principal activity of Freddie Mac currently consists of purchasing
first-lien, conventional, residential mortgage loans or participation interests
in such mortgage loans and reselling the mortgage loans so purchased in the form
of guaranteed mortgage securities, primarily Freddie Mac Securities. In 1981,
Freddie Mac initiated its Home Mortgage Guaranty Program under which it
purchases mortgage loans from sellers with Freddie Mac Securities representing
interests in the mortgage loans so purchased. All mortgage loans purchased by
Freddie Mac must meet certain standards set forth
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in the Freddie Mac Act. Freddie Mac is confined to purchasing, so far as
practicable, mortgage loans that it deems to be of such quality and type as to
meet generally the purchase standards imposed by private institutional mortgage
investors. See "Additional Information" for the availability of further
information regarding Freddie Mac and Freddie Mac Securities. Neither the United
States nor any agency thereof is obligated to finance Freddie Mac's operations
or to assist Freddie Mac in any other manner.
Freddie Mac Securities
Unless otherwise specified in the related Prospectus Supplement, each
Freddie Mac Security relating to a series will represent an undivided interest
in a pool of mortgage loans that typically consists of conventional loans (but
may include FHA Loans and VA Loans) purchased by Freddie Mac, except with
respect to any stripped mortgage backed securities issued by Freddie Mac. Each
such pool will consist of mortgage loans (i) substantially all of which are
secured by one- to four-family residential properties or (ii) if specified in
the related Prospectus Supplement, secured by five or more family residential
properties. The characteristics of any Freddie Mac Securities included in the
Trust Fund for a series of Certificates will be set forth in the related
Prospectus Supplement.
Federal National Mortgage Association
Fannie Mae is a federally chartered and privately owned corporation
organized and existing under the Federal National Mortgage Association Charter
Act (12 U.S.C. ss. 1716 et seq.). It is the nation's largest supplier of
residential mortgage funds. Fannie Mae was originally established in 1938 as a
United States government agency to provide supplemental liquidity to the
mortgage market and was transformed into a stockholder-owned and privately
managed corporation by legislation enacted in 1968. Fannie Mae provides funds to
the mortgage market primarily by purchasing home mortgage loans from local
lenders, thereby replenishing their funds for additional lending. See
"Additional Information" for the availability of further information respecting
Fannie Mae and Fannie Mae Securities. Although the Secretary of the Treasury of
the United States has authority to lend Fannie Mae up to $2.25 billion
outstanding at any time, neither the United States nor any agency thereof is
obligated to finance Fannie Mae's operations or to assist Fannie Mae in any
other manner.
Fannie Mae Securities
Unless otherwise specified in the related Prospectus Supplement, each
Fannie Mae Security relating to a series will represent a fractional undivided
interest in a pool of mortgage loans formed by Fannie Mae, except with respect
to any stripped mortgage backed securities issued by Fannie Mae. Mortgage loans
underlying Fannie Mae Securities will consist of (i) fixed, variable or
adjustable rate conventional mortgage loans or (ii) fixed-rate FHA Loans or VA
Loans. Such mortgage loans may be secured by either one- to four-family or
multi-family residential properties. The characteristics of any Fannie Mae
Securities included in the Trust Fund for a series of Certificates will be set
forth in the related Prospectus Supplement.
Mortgage Collateral Sellers
The Mortgage Collateral to be included in a Trust Fund will be purchased by
the Company directly or indirectly (through Residential Funding or other
affiliates) from Mortgage Collateral Sellers that may be (a) banks, savings and
loan associations, mortgage bankers, investment banking firms, insurance
companies, the Federal Deposit Insurance Corporation (the "FDIC") and other
mortgage loan originators or sellers not affiliated with the Company (each, an
"Unaffiliated Seller") or (b) HomeComings Financial Network, Inc. and GMAC
Mortgage Corporation and its affiliates (each, an "Affiliated Seller"). Such
purchases may occur by one or more of the following methods: (i) one or more
direct or indirect purchases from Unaffiliated Sellers, which may occur
simultaneously with the issuance of the Certificates or which may occur over an
extended period of time; (ii) one or more direct or indirect purchases through
the Program; or (iii) one or more purchases from Affiliated Sellers. Certain of
the Mortgage Loans may be purchased pursuant to agreements relating to ongoing
purchases of Mortgage Loans by Residential Funding ("Master Commitments"). The
Prospectus Supplement for a series of Certificates will disclose the method or
methods used to acquire the Mortgage Collateral for such series. The Company may
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issue one or more classes of Certificates to a Mortgage Collateral Seller as
consideration for the purchase of the Mortgage Collateral securing such series
of Certificates, if so described in the related Prospectus Supplement.
The Mortgage Collateral Sellers that participate in the Program (each, a
"Program Seller") will have been selected by Residential Funding on the basis of
criteria set forth in the Program Seller Guide. A Program Seller may be an
affiliate of the Company and the Company presently anticipates that GMAC
Mortgage Corporation and HomeComings Financial Network, Inc., each an affiliate
of the Company, will be Program Sellers. Except in the case of the FDIC and
investment banking firms, each Program Seller will have been approved by
Residential Funding for participation in Residential Funding's loan purchase
programs. In determining whether to approve a seller for participation in the
loan purchase program, Residential Funding generally will consider, among other
things, the financial status (including the net worth) of the seller, the
previous experience of the seller in originating mortgage loans, the prior
delinquency and loss experience of the seller, the underwriting standards
employed by the seller and the quality control and, if applicable, the servicing
operations established by the seller. There can be no assurance that any Program
Seller presently meets any qualifications or will continue to meet any
qualifications at the time of inclusion of mortgage loans sold by it in the
Trust Fund for a series of Certificates, or thereafter. If a Program Seller
becomes subject to the direct or indirect control of the FDIC or if a Program
Seller's net worth, financial performance or delinquency and foreclosure rates
are adversely impacted, such institution may continue to be treated as a Program
Seller. Any such event may adversely affect the ability of any such Program
Seller to repurchase Mortgage Collateral in the event of a breach of a
representation or warranty which has not been cured.
See "--Repurchases of Mortgage Collateral" below.
Representations with Respect to Mortgage Collateral
Mortgage Collateral Sellers generally will make certain limited
representations and warranties with respect to the Mortgage Collateral that they
sell. The Company will assign to the Trustee for the benefit of the related
Certificateholders all of its right, title and interest in each agreement
pursuant to which it purchased any item of Mortgage Collateral from a Mortgage
Collateral Seller, to the extent such agreement relates to (i) the
representations and warranties made by a Mortgage Collateral Seller or
Residential Funding, as the case may be, in respect of such item of Mortgage
Collateral and (ii) any remedies provided for any breach of such representations
and warranties.
With respect to any Mortgage Loan (including Program Loans) or Contract
constituting a part of the Trust Fund, unless otherwise disclosed in the related
Prospectus Supplement, Residential Funding generally will represent and warrant
that: (i) as of the Cut-off Date, the information set forth in a listing of the
related Mortgage Loan or Contract was true and correct in all material respects;
(ii) except in the case of Cooperative Loans, a policy of title insurance was
effective or attorney's certificate was received at origination, and each policy
remained in full force and effect on the date of sale of the related Mortgage
Loan or Contract to the Company; (iii) to the best of Residential Funding's
knowledge, if required by applicable underwriting standards, the Mortgage Loan
or Contract is the subject of a Primary Insurance Policy; (iv) Residential
Funding had good title to the Mortgage Loan or Contract and the Mortgage Loan or
Contract is not subject to offsets, defenses or counterclaims except as may be
provided under the Relief Act and except with respect to any buydown agreement
for a Buy-Down Loan; (v) each Mortgaged Property is free of material damage and
in good repair; (vi) the Mortgage Loan or Contract was not one or more months
delinquent in payment of principal and interest as of the related Cut-off Date
and was not so delinquent more than once during the twelve-month period prior to
the Cut-off Date; and (vii) there is no delinquent tax or assessment lien
against the related Mortgaged Property.
In the event of a breach of a representation or warranty made by
Residential Funding that materially adversely affects the interests of the
Certificateholders in the Mortgage Loan or Contract, Residential Funding will be
obligated to repurchase any such Mortgage Loan or Contract or substitute for
such Mortgage Loan or Contract as described below. In addition, unless otherwise
specified in the related Prospectus Supplement, Residential Funding will be
obligated to repurchase or substitute for any Mortgage Loan as to which it is
discovered that the related Mortgage does not create a valid first lien on, or
in the case of a Contract a perfected security interest in, the related
Mortgaged Property (or, with respect to a Cooperative Loan, the related shares
of stock and proprietary lease), subject only to (a) liens of real property
taxes and assessments not yet due and payable, (b) covenants, conditions and
restrictions, rights of way, easements and other matters of public record as of
the date of recording of such
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Mortgage and certain other permissible title exceptions and (c) other
encumbrances to which like properties are commonly subject which do not
materially adversely affect the value, use, enjoyment or marketability of the
Mortgaged Property. In addition, unless otherwise specified in the related
Prospectus Supplement, with respect to any Mortgage Loan or Contract as to which
the Company delivers to the Trustee an affidavit certifying that the original
Mortgage Note or Contract has been lost or destroyed, if such Mortgage Loan or
Contract subsequently is in default and the enforcement thereof or of the
related Mortgage or Contract is materially adversely affected by the absence of
the original Mortgage Note or Contract, Residential Funding will be obligated to
repurchase or substitute for such Mortgage Loan or Contract in the manner
described below. However, unless otherwise set forth in the related Prospectus
Supplement, Residential Funding will not be required to repurchase or substitute
for any Mortgage Loan or Contract if the circumstances giving rise to such
requirement also constitute fraud in the origination of the related Mortgage
Loan or Contract. Furthermore, because the listing of the related Mortgage
Collateral generally contains information with respect to the Mortgage
Collateral as of the Cut-off Date, prepayments and, in certain limited
circumstances, modifications to the interest rate and principal and interest
payments may have been made with respect to one or more of the related items of
Mortgage Collateral between the Cut-off Date and the Closing Date. Neither
Residential Funding nor any Seller will be required to repurchase or substitute
for any item of Mortgage Collateral as a result of any such prepayment or
modification.
All of the representations and warranties of a Mortgage Collateral Seller
in respect of an item of Mortgage Collateral will have been made as of the date
on which such Mortgage Collateral Seller sold the Mortgage Collateral to the
Company or Residential Funding or one of their affiliates. The date as of which
such representations and warranties were made generally will be a date prior to
the date of issuance of the related series of Certificates. A substantial period
of time may elapse between the date as of which the representations and
warranties were made and the date of issuance of the related series of
Certificates. The Mortgage Collateral Seller's repurchase obligation (or, if
specified in the related Prospectus Supplement, limited substitution option)
will not arise if, after the sale of the related Mortgage Collateral, an event
occurs that would have given rise to such an obligation had the event occurred
prior to such period.
Repurchases of Mortgage Collateral
If a Mortgage Collateral Seller or Residential Funding, as the case may be,
cannot cure a breach of any representation or warranty made by it in respect of
an item of Mortgage Collateral within 90 days after notice from the Master
Servicer, the Servicer, the Certificate Administrator or the Trustee, and such
breach materially and adversely affects the interests of the Certificateholders
in such item of Mortgage Collateral, such Mortgage Collateral Seller or
Residential Funding, as the case may be, will be obligated to purchase such item
of Mortgage Collateral at a price set forth in the related Pooling and Servicing
Agreement or Trust Agreement. Likewise, as described under "Description of the
Certificates--Review of Mortgage Loan or Contract Documents," if the Company or
the Mortgage Collateral Seller, as applicable, cannot cure certain documentary
defects with respect to a Mortgage Loan or Contract, the Company or the Mortgage
Collateral Seller, as applicable, will be required to repurchase such item of
Mortgage Collateral. Unless otherwise specified in the related Prospectus
Supplement, the "Purchase Price" for any such item of Mortgage Collateral will
be equal to the principal balance thereof as of the date of purchase plus
accrued and unpaid interest to the first day of the month following the month of
repurchase (less the amount, expressed as a percentage per annum, payable in
respect of servicing or administrative compensation and the Excluded Spread, if
any). In certain limited cases, a substitution may be made in lieu of such
repurchase obligation. See "--Limited Right of Substitution" below.
The Master Servicer, the Servicer or the Certificate Administrator, as
applicable, will be required under the applicable Pooling and Servicing
Agreement or Trust Agreement to enforce this repurchase obligation, or the
substitution right described below, for the benefit of the Trustee and the
Certificateholders, using practices it would employ in its good faith business
judgment and which are normal and usual in its general mortgage servicing
activities; provided, however, that this purchase or substitution obligation
will not become an obligation of the Master Servicer in the event the Seller or
Residential Funding, as the case may be, fails to honor such obligation. The
Master Servicer will be entitled to reimbursement for any costs and expenses
incurred in pursuing such a purchase or substitution obligation, including but
not limited to any costs or expenses associated with litigation. If, as a result
of a breach of representation or warranty, a Mortgage Collateral Seller is
required, but fails, to
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repurchase the related Mortgage Collateral, the Company or Residential Funding
will only be required to repurchase such Mortgage Collateral if the Company or
Residential Funding has assumed such representations and warranties.
Consequently, such Mortgage Collateral will remain in the related Trust Fund and
any related losses not borne by any applicable credit enhancement will be borne
by Certificateholders. If the Mortgage Collateral Seller fails to honor its
repurchase or substitution obligation, such obligation will not become an
obligation of Residential Funding, the Master Servicer or Servicer (although
Residential Funding, the Master Servicer or Servicer may have an independent
obligation to repurchase or substitute for such Mortgage Collateral). In
instances where a Mortgage Collateral Seller is unable or disputes its
obligation to repurchase affected Mortgage Collateral, the Master Servicer or
Servicer, using practices it would employ in its good faith business judgment
and which are normal and usual in its general mortgage servicing activities, may
negotiate and enter into settlement agreements with such Mortgage Collateral
Seller that could provide for, among other things, the repurchase of only a
portion of the affected Mortgage Collateral. Any such settlement could lead to
losses on the Mortgage Collateral which would be borne by the related
Certificateholders. In accordance with the above described practices, the Master
Servicer or Servicer will not be required to enforce any purchase obligation of
a Mortgage Collateral Seller arising from any misrepresentation by the Mortgage
Collateral Seller, if the Master Servicer or Servicer determines in the
reasonable exercise of its business judgment that the matters related to such
misrepresentation did not directly cause or are not likely to directly cause a
loss on the related Mortgage Collateral. Unless otherwise specified in the
related Prospectus Supplement, the foregoing repurchase obligations and the
limited right of substitution (described below) will constitute the sole
remedies available to Certificateholders or the Trustee for a breach of any
representation by a Mortgage Collateral Seller in its capacity as a seller of
Mortgage Collateral, or for any other event giving rise to such obligations as
described above.
The Company and Residential Funding generally monitor which Mortgage
Collateral Sellers are under the control of the FDIC, or are insolvent,
otherwise in receivership or conservatorship or financially distressed. Such
Mortgage Collateral Sellers may not be able or permitted to repurchase Mortgage
Collateral for which there has been a breach of representation or warranty.
Moreover, any such Mortgage Collateral Seller may make no representations or
warranties with respect to Mortgage Collateral sold by it. The FDIC (either in
its corporate capacity or as receiver for a depository institution), may also be
a Mortgage Collateral Seller, in which event neither the FDIC nor the related
depository institution may make representations or warranties with respect to
the Mortgage Collateral sold, or only limited representations or warranties may
be made (for example, that the related legal documents are enforceable). The
FDIC may have no obligation to repurchase any Mortgage Collateral for a breach
of a representation or warranty.
Limited Right of Substitution
In the case of a Mortgage Loan or Contract required to be repurchased from
the Trust Fund (a "Repurchased Mortgage Loan" or a "Repurchased Contract,"
respectively) the related Mortgage Collateral Seller or Residential Funding, as
applicable, may substitute a new Mortgage Loan or Contract (a "Qualified
Substitute Mortgage Loan" or a "Qualified Substitute Contract," respectively)
for the Repurchased Mortgage Loan or Contract that was removed from the Trust
Fund, during the limited time period described below. Any such substitution must
be effected within 120 days of the date of the issuance of the Certificates with
respect to a Trust Fund for which no REMIC election is to be made. With respect
to a Trust Fund for which a REMIC election is to be made, except as otherwise
provided in the related Prospectus Supplement, such substitution must be
effected within two years of the date of the issuance of the Certificates, and
may not be made if such substitution would cause the Trust Fund to fail to
qualify as a REMIC or result in a prohibited transaction tax under the Code.
Except as otherwise provided in the related Prospectus Supplement, any
Qualified Substitute Mortgage Loan or Qualified Substitute Contract generally
will, on the date of substitution: (i) have an outstanding principal balance,
after deduction of the principal portion of the monthly payment due in the month
of substitution, not in excess of the outstanding principal balance of the
Repurchased Mortgage Loan or Repurchased Contract; (ii) have a Mortgage Rate and
a Net Mortgage Rate not less than (and not more than one percentage point
greater than) the Mortgage Rate and Net Mortgage Rate, respectively, of the
Repurchased Mortgage Loan or Repurchased Contract as of the date of
substitution; (iii) have a Loan-to-Value Ratio at the time of substitution no
higher than that of the Repurchased Mortgage Loan or Repurchased Contract; (iv)
have a remaining term to maturity not greater than (and
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not more than one year less than) that of the Repurchased Mortgage Loan or
Repurchased Contract; (v) be secured by Mortgaged Property located in the United
States, unless the Repurchased Mortgage Loan was a Puerto Rico Mortgage Loan, in
which case the Qualified Substitute Mortgage Loan may be a Puerto Rico Mortgage
Loan; and (vi) comply with all of the representations and warranties set forth
in the related Pooling and Servicing Agreement as of the date of substitution.
In the event the outstanding principal balance of a Qualified Substitute
Mortgage Loan or Qualified Substitute Contract is less than the outstanding
principal balance of the related Repurchased Mortgage Loan or Repurchased
Contract, the amount of such shortfall shall be deposited into the Custodial
Account in the month of substitution for distribution to the related
Certificateholders. The related Pooling and Servicing Agreement may include
additional requirements relating to ARM Loans or other specific types of
Mortgage Loans or Contracts, or additional provisions relating to meeting the
foregoing requirements on an aggregate basis where a number of substitutions
occur contemporaneously. Unless otherwise specified in the related Prospectus
Supplement, a Mortgage Collateral Seller will have no option to substitute for a
Mortgage Loan or Contract that it is obligated to repurchase in connection with
a breach of a representation and warranty.
DESCRIPTION OF THE CERTIFICATES
General
The Certificates will be issued in series. Each series of Certificates (or,
in certain instances, two or more series of Certificates) will be issued
pursuant to a Pooling and Servicing Agreement or, in the case of Certificates
backed by Agency Securities, a Trust Agreement, similar to one of the forms
filed as an exhibit to the Registration Statement of which this Prospectus is a
part. Each Pooling and Servicing Agreement or Trust Agreement will be filed with
the Commission as an exhibit to a Form 8-K. The following summaries (together
with additional summaries under "The Pooling and Servicing Agreement" below)
describe certain provisions relating to the Certificates common to each Pooling
and Servicing Agreement or Trust Agreement. All references herein to a "Pooling
and Servicing Agreement" and any discussion of the provisions thereof will also
apply to Trust Agreements. The summaries do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all of the
provisions of the Pooling and Servicing Agreement for each Trust Fund and the
related Prospectus Supplement.
Each series of Certificates may consist of any one or a combination of the
following: (i) a single class of Certificates; (ii) two or more classes of
Certificates, one or more classes of which may be Senior Certificates that are
senior in right of payment to any class or classes of Mezzanine Certificates and
to any other class or classes of Subordinate Certificates, and as to which
certain classes of Senior (or Subordinate) Certificates may be senior to other
classes of Senior (or Subordinate) Certificates, as described in the respective
Prospectus Supplement (any such series, a "Senior/Subordinate Series"); (iii)
one or more classes of Strip Certificates which will be entitled to (a)
principal distributions, with disproportionate, nominal or no interest
distributions or (b) interest distributions, with disproportionate, nominal or
no principal distributions; (iv) two or more classes of Certificates which
differ as to the timing, sequential order, rate, pass-through rate or amount of
distributions of principal or interest or both, or as to which distributions of
principal or interest or both on any class may be made upon the occurrence of
specified events, in accordance with a schedule or formula (including "planned
amortization classes" and "targeted amortization classes"), or on the basis of
collections from designated portions of the Mortgage Pool or Contract Pool,
which series may include one or more classes of Accrual Certificates with
respect to which certain accrued interest will not be distributed but rather
will be added to the principal balance thereof on each Distribution Date for the
period described in the related Prospectus Supplement; or (v) other types of
classes of Certificates, as described in the related Prospectus Supplement.
Credit support for each series of Certificates will be provided by a Mortgage
Pool Insurance Policy, Special Hazard Insurance Policy, Bankruptcy Bond, Letter
of Credit, Reserve Fund, Certificate Insurance Policy, Overcollateralization, or
other credit enhancement as described under "Description of Credit Enhancement,"
or by the subordination of one or more classes of Certificates as described
under "Subordination" or by any combination of the foregoing.
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Form of Certificates
As specified in the related Prospectus Supplement, the Certificates of each
series will be issued either as physical certificates or in book-entry form. If
issued as physical certificates, the Certificates will be in fully registered
form only in the denominations specified in the related Prospectus Supplement,
and will be transferable and exchangeable at the corporate trust office of the
person appointed under the related Pooling and Servicing Agreement to register
the Certificates (the "Certificate Registrar"). No service charge will be made
for any registration of exchange or transfer of Certificates, but the Trustee
may require payment of a sum sufficient to cover any tax or other governmental
charge. The term "Certificateholder" as used herein refers to the entity whose
name appears on the records of the Certificate Registrar (or, if applicable, a
transfer agent) as the registered holder thereof, except as otherwise indicated
in the related Prospectus Supplement.
If issued in book-entry form, certain classes of a series of Certificates
will be initially issued through the book-entry facilities of The Depository
Trust Company ("DTC"), or Cedel Bank, SA ("CEDEL") or the Euroclear System
("Euroclear") (in Europe) if they are participants of such systems, or
indirectly through organizations which are participants in such systems, or
through such other depository or facility as may be specified in the related
Prospectus Supplement. As to any such class of Certificates so issued
("Book-Entry Certificates"), the record holder of such Certificates will be
DTC's nominee. 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 (the
"Depositaries"), which in turn will hold such positions in customers' securities
accounts in the depositaries' names on the books of DTC.
DTC is a limited-purpose trust company organized under the laws of the
State of New York, which holds securities for its participating organizations
("DTC Participants," and together with the CEDEL and Euroclear participating
organizations, "Participants") and facilitates the clearance and settlement of
securities transactions between Participants through electronic book-entry
changes in the accounts of Participants. Participants include securities brokers
and dealers, banks, trust companies and clearing corporations and may include
certain other organizations. Other institutions that are not Participants but
clear through or maintain a custodial relationship with Participants (such
institutions, "Indirect Participants") have indirect access to DTC's clearance
system.
Unless otherwise specified in the related Prospectus Supplement, no person
acquiring an interest in any Book- Entry Certificate (each such person, a
"Beneficial Owner") will be entitled to receive a Certificate representing such
interest in registered, certificated form, unless either (i) DTC ceases to act
as depository in respect thereof and a successor depository is not obtained, or
(ii) the Company elects in its sole discretion to discontinue the registration
of such Certificates through DTC. Prior to any such event, Beneficial Owners
will not be recognized by the Trustee or the Master Servicer as holders of the
related Certificates for purposes of the Pooling and Servicing Agreement, and
Beneficial Owners will be able to exercise their rights as owners of such
Certificates only indirectly through DTC, Participants and Indirect
Participants. Any Beneficial Owner that desires to purchase, sell or otherwise
transfer any interest in Book-Entry Certificates may do so only through DTC,
either directly if such Beneficial Owner is a Participant or indirectly through
Participants and, if applicable, Indirect Participants. Pursuant to the
procedures of DTC, transfers of the beneficial ownership of any Book-Entry
Certificates will be required to be made in minimum denominations specified in
the related Prospectus Supplement. The ability of a Beneficial Owner to pledge
Book-Entry Certificates to persons or entities that are not Participants in the
DTC system, or to otherwise act with respect to such Certificates, may be
limited because of the lack of physical certificates evidencing such
Certificates and because DTC may act only on behalf of Participants.
Because of time zone differences, the securities account of a CEDEL or
Euroclear participant as a result of a transaction with a DTC Participant (other
than a depositary holding on behalf of CEDEL or Euroclear) will be credited
during a subsequent securities settlement processing day (which must be a
business day for CEDEL or Euroclear, as the case may be) immediately following
the DTC settlement date. Such credits or any transactions in such securities
settled during such processing will be reported to the relevant Euroclear
Participant or CEDEL Participants on such business day. Cash received in CEDEL
or Euroclear as a result of sales of securities by or through a CEDEL
Participant or Euroclear Participant to a DTC Participant (other than the
depositary for CEDEL
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or Euroclear) will be received with value on the DTC settlement date, but will
be available in the relevant CEDEL or Euroclear cash account only as of the
business day following settlement in DTC.
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 Depositaries; however, such cross market
transactions will require delivery of instructions to the relevant European
international clearing system by the counterparty in such system in accordance
with its rules and procedures and within its established deadlines (European
time). The relevant European international clearing system will, if the
transaction meets its settlement requirements, deliver instructions to its
Depositary to take action to effect final settlement on its behalf by delivering
or receiving securities in DTC, and making or receiving payment in accordance
with normal procedures for same day funds settlement applicable to DTC. CEDEL
Participants and Euroclear Participants may not deliver instructions directly to
the Depositaries.
CEDEL, a professional depository, holds securities for its participating
organizations ("CEDEL Participants") and facilitates the clearance and
settlement of securities transactions between CEDEL Participants through
electronic book-entry changes in accounts of CEDEL Participants, thereby
eliminating the need for physical movement of certificates. As a professional
depository, CEDEL is subject to regulation by the Luxembourg Monetary Institute.
Euroclear was created 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. Euroclear is operated by the Brussels, Belgium office of Morgan Guaranty
Trust Company of New York (the "Euroclear Operator"), under contract with
Euroclear Clearance Systems S.C., a Belgian co-operative corporation (the
"Clearance Cooperative"). All operations are conducted by the Euroclear
Operator, and all Euroclear securities clearance accounts and Euroclear cash
accounts are accounts with the Euroclear Operator, not the Clearance
Cooperative. The Clearance Cooperative establishes policy for Euroclear on
behalf of Euroclear Participants.
The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it is
regulated and examined by the Board of Governors of the Federal Reserve System
and the New York State Banking Department, as well as the Belgian Banking
Commission. Securities clearance accounts and cash accounts with the Euroclear
Operator are governed by the Terms and Conditions Governing Use of Euroclear and
the related Operating Procedures of the Euroclear System and applicable Belgian
law (collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities and
cash from Euroclear, and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts.
Distributions in respect of the Book-Entry Certificates will be forwarded
by the Trustee to DTC, and DTC will be responsible for forwarding such payments
to Participants, each of which will be responsible for disbursing such payments
to the Beneficial Owners it represents or, if applicable, to Indirect
Participants. Accordingly, Beneficial Owners may experience delays in the
receipt of payments in respect of their Certificates. Under DTC's procedures,
DTC will take actions permitted to be taken by holders of any class of
Book-Entry Certificates under the Pooling and Servicing Agreement only at the
direction of one or more Participants to whose account the Book-Entry
Certificates are credited and whose aggregate holdings represent no less than
any minimum amount of Percentage Interests or voting rights required therefor.
DTC may take conflicting actions with respect to any action of
Certificateholders of any Class to the extent that Participants authorize such
actions. None of the Master Servicer, the Company, the Trustee or any of their
respective affiliates will have any liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests in the
Book-Entry Certificates, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
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Assignment of Mortgage Loans
At the time of issuance of a series of Certificates, the Company will cause
the Mortgage Loans being included in the related Trust Fund to be assigned to
the Trustee or its nominee (which may be the Custodian) together with all
principal and interest received on or with respect to such Mortgage Loans after
the Cut-off Date (other than principal and interest due on or before the Cut-off
Date and any Excluded Spread). The Trustee will, concurrently with such
assignment, deliver a series of Certificates to the Company in exchange for the
Mortgage Loans. Each Mortgage Loan will be identified in a schedule appearing as
an exhibit to the related Pooling and Servicing Agreement. Such schedule will
include, among other things, information as to the principal balance of each
Mortgage Loan as of the Cut-off Date, as well as information respecting the
Mortgage Rate, the currently scheduled monthly payment of principal and
interest, the maturity of the Mortgage Note and the Loan-to-Value Ratio at
origination or modification (without regard to any secondary financing).
In addition, the Company will, as to each Mortgage Loan other than a
Mortgage Loan underlying any Agency Securities, deliver to the Trustee (or to
the Custodian) the legal documents relating to such Mortgage Loan that are in
possession of the Company, which may include: (i) the note evidencing such
Mortgage Loan (the "Mortgage Note") (and any modification or amendment thereto)
endorsed without recourse either in blank or to the order of the Trustee (or its
nominee); (ii) the Mortgage (except for any Mortgage not returned from the
public recording office) with evidence of recording indicated thereon or, in the
case of a Cooperative Loan, the respective security agreements and any
applicable UCC financing statements; (iii) an assignment in recordable form of
the Mortgage (or, with respect to a Cooperative Loan, an assignment of the
respective security agreements, any applicable UCC financing statements,
recognition agreements, relevant stock certificates, related blank stock powers
and the related proprietary leases or occupancy agreements); and (iv) if
applicable, any riders or modifications to such Mortgage Note and Mortgage,
together with certain other documents at such times as set forth in the related
Pooling and Servicing Agreement. Such assignments may be blanket assignments
covering Mortgages secured by Mortgaged Properties located in the same county,
if permitted by law. If so provided in the related Prospectus Supplement, the
Company may not be required to deliver one or more of such documents if such
documents are missing from the files of the party from whom such Mortgage Loans
were purchased. Notwithstanding the foregoing, a Trust Fund may include Mortgage
Loans where the original Mortgage Note is not delivered to the Trustee if the
Company delivers to the Trustee or the Custodian a copy or a duplicate original
of the Mortgage Note, together with an affidavit certifying that the original
thereof has been lost or destroyed. With respect to such Mortgage Loans, the
Trustee (or its nominee) may not be able to enforce the Mortgage Note against
the related borrower. Residential Funding will agree to repurchase or substitute
for such a Mortgage Loan in certain circumstances (see "The Trust
Funds--Representations with Respect to Mortgage Collateral").
In the event that, with respect to any Mortgage Loan, the Company cannot
deliver the Mortgage or any assignment with evidence of recording thereon
concurrently with the execution and delivery of the related Pooling and
Servicing Agreement because of a delay caused by the public recording office,
the Company will deliver or cause to be delivered to the Trustee or the
Custodian a true and correct photocopy of such Mortgage or assignment. The
Company will deliver or cause to be delivered to the Trustee or the Custodian
such Mortgage or assignment with evidence of recording indicated thereon after
receipt thereof from the public recording office or from the related Servicer or
Sub-Servicer.
With respect to any Puerto Rico Mortgage Loans, the Mortgages with respect
to such Mortgage Loans either (i) secure a specific obligation for the benefit
of a specified person (a "Direct Puerto Rico Mortgage") or (ii) secure an
instrument transferable by endorsement (an "Endorsable Puerto Rico Mortgage").
Endorsable Puerto Rico Mortgages do not require an assignment to transfer the
related lien. Rather, transfer of such mortgages follows an effective
endorsement of the related Mortgage Note and, therefore, delivery of the
assignment referred to in clause (iii) of the second preceding paragraph would
be inapplicable. Direct Puerto Rico Mortgages, however, require an assignment to
be recorded with respect to any transfer of the related lien and such assignment
would be delivered to the Trustee (or the Custodian).
Assignments of the Mortgage Loans to the Trustee will be recorded in the
appropriate public recording office, except in states where, in the opinion of
counsel acceptable to the Trustee, such recording is not required to protect
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the Trustee's interests in the Mortgage Loan against the claim of any subsequent
transferee or any successor to or creditor of the Company or the originator of
such Mortgage Loan, or except as otherwise specified in the related Prospectus
Supplement.
Assignment of Contracts
The Company will cause the Contracts constituting the Contract Pool to be
assigned to the Trustee or its nominee (which may be the Custodian), together
with principal and interest due on or with respect to the Contracts after the
Cut-off Date, but not including principal and interest due on or before the
Cut-off Date or any Excluded Spread. Each Contract will be identified in a
schedule appearing as an exhibit to the Pooling and Servicing Agreement. Such
schedule will specify, with respect to each Contract, among other things: the
original principal amount and the adjusted principal balance as of the close of
business on the Cut-off Date; the Mortgage Rate; the current scheduled monthly
level payment of principal and interest; and the maturity date of the Contract.
In addition, the Company, the Servicer or the Master Servicer, as to each
Contract, will deliver or cause to be delivered to the Trustee, or, as specified
in the related Prospectus Supplement, the Custodian, the original Contract and
copies of documents and instruments related to each Contract and the security
interest in the Manufactured Home securing each Contract. The Company, the
Master Servicer or the Servicer will cause a UCC-1 financing statement to be
executed by the Company identifying the Trustee as the secured party and
identifying all Contracts as collateral. However, unless otherwise specified in
the related Prospectus Supplement, the Contracts will not be stamped or
otherwise marked to reflect their assignment from the Company to the Trust Fund
and no recordings or filings will be made in the jurisdictions in which the
Manufactured Homes are located. See "Certain Legal Aspects of Mortgage Loans and
Contracts--The Contracts."
Review of Mortgage Loan or Contract Documents
The Trustee or the Custodian will hold such documents in trust for the
benefit of the Certificateholders and, generally within 45 days after receipt
thereof, will review such documents. Unless otherwise provided in the related
Prospectus Supplement, if any such document is found to be defective in any
material respect, the Trustee or such Custodian shall immediately notify the
Master Servicer or the Servicer, if any, and the Company, and if so specified in
the related Prospectus Supplement, the Master Servicer, the Servicer or the
Trustee shall immediately notify the Mortgage Collateral Seller. If the Mortgage
Collateral Seller (or, if so specified in the related Prospectus Supplement, the
Company) cannot cure such defect within 60 days (or within such other period
specified in the related Prospectus Supplement) after notice of the defect is
given to the Mortgage Collateral Seller (or, if applicable, the Company), the
Mortgage Collateral Seller (or, if applicable, the Company) will, not later than
90 days after such notice (or within such other period specified in the related
Prospectus Supplement), either repurchase the related Mortgage Loan or Contract
or any property acquired in respect thereof from the Trustee or substitute for
such Mortgage Loan or Contract, a new Mortgage Loan or Contract in accordance
with the standards set forth herein. See "The Trust Funds--Repurchases of
Mortgage Collateral." Unless otherwise specified in the related Prospectus
Supplement, the obligation to repurchase or substitute for a Mortgage Loan or
Contract constitutes the sole remedy available to the Certificateholders or the
Trustee for a material defect in a constituent document.
Assignment of Agency Securities
The Company will transfer, convey and assign to the Trustee or its nominee
(which may be the Custodian) all right, title and interest of the Company in the
Agency Securities and other property to be included in the Trust Fund for a
series. Such assignment will include all principal and interest due on or with
respect to the Agency Securities after the Cut-off Date specified in the related
Prospectus Supplement (except for any Excluded Spread). The Company will cause
the Agency Securities to be registered in the name of the Trustee or its
nominee, and the Trustee will concurrently authenticate and deliver the
Certificates. Unless otherwise specified in the related Prospectus Supplement,
the Trustee will not be in possession of or be assignee of record of any
underlying assets for any Agency Security. Each Agency Security will be
identified in a schedule appearing as an exhibit to the related Pooling and
Servicing Agreement, which will specify as to each Agency Security the original
principal amount and
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outstanding principal balance as of the Cut-off Date; the annual pass-through
rate or interest rate for each Agency Security conveyed to the Trustee.
Spread
The Company, the Master Servicer or any of their affiliates, or such other
entity as may be specified in the related Prospectus Supplement may retain or be
paid a portion of interest due with respect to the related Mortgage Collateral.
The payment of any such portion of interest will be disclosed in the related
Prospectus Supplement. This payment may be in addition to any other payment
(such as the Servicing Fee) that any such entity is otherwise entitled to
receive with respect to the Mortgage Collateral. Any such payment in respect of
the Mortgage Collateral will represent a specified portion of the interest
payable thereon and, as specified in the related Prospectus Supplement, will
either be part of the assets transferred to the related Trust Fund (the "Excess
Spread") or will be excluded from the assets transferred to the related Trust
Fund (the "Excluded Spread"). The interest portion of a Realized Loss and any
partial recovery of interest in respect of the Mortgage Collateral will be
allocated between the owners of any Excess Spread or Excluded Spread and the
Certificateholders entitled to payments of interest as provided in the
applicable Pooling and Servicing Agreement.
Payments on Mortgage Collateral
The Trustee or the Master Servicer, if any, will, as to each series of
Certificates, establish and maintain in trust the Certificate Account which will
be a separate account that may be interest bearing or non-interest bearing in
the name of the Trustee, maintained with a depository institution and in a
manner acceptable to each Rating Agency. If permitted by each such Rating
Agency, a Certificate Account may contain funds relating to one or more series
of Certificates.
The Trustee, the Servicer or the Master Servicer, if any, will establish a
Custodial Account which will be a separate trust account, into which payments on
the Mortgage Collateral for such series may be transferred on a periodic basis
and from which funds may be transferred to the Certificate Account in order to
make payments to Certificateholders. The Custodial Account may contain funds
relating to more than one series of Certificates as well as payments received on
other mortgage loans serviced or master serviced by the Master Servicer or the
Servicer, as applicable. Amounts held in the Certificate Account or a Custodial
Account may be invested in Permitted Investments. See "--Collection of Payments
on Mortgage Loans and Contracts" below. In addition, if so stated in such
Prospectus Supplement, one or more other trust accounts, including any Reserve
Funds, will be established into which cash, certificates of deposit or letters
of credit, or a combination thereof, will be deposited by the Company, if such
assets are required to make timely distributions with respect to the
Certificates of a series, are required as a condition to the rating of such
Certificates or are required in order to provide for certain contingencies as
described in the related Prospectus Supplement.
Collection of Payments on Mortgage Loans and Contracts
Each Servicer or the Master Servicer, if any, will be required to deposit
into the Custodial Account (unless otherwise specified in the related Prospectus
Supplement) all amounts enumerated in the following paragraph in respect of the
Mortgage Loans or Contracts serviced by it, less the Servicing Fee and Excluded
Spread, if any.
The Servicer or Master Servicer, as applicable, will deposit or will cause
to be deposited into the Custodial Account certain payments and collections
received by it subsequent to the Cut-off Date (other than payments due on or
before the Cut-off Date), as specifically set forth in the related Pooling and
Servicing Agreement, which (except as otherwise provided therein) generally will
include the following:
(i) all payments on account of principal of the Mortgage Loans or
Contracts comprising a Trust Fund;
(ii) all payments on account of interest on the Mortgage Loans comprising
such Trust Fund, net of the portion of each payment thereof retained by the
Servicer or Sub-Servicer, if any, as Excluded Spread, its servicing or other
compensation;
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(iii) all amounts (net of unreimbursed liquidation expenses and insured
expenses incurred, and unreimbursed Servicing Advances made, by the related
Servicer or Sub-Servicer) received and retained in connection with the
liquidation of any defaulted Mortgage Loan or Contract, by foreclosure or
otherwise ("Liquidation Proceeds"), including all proceeds of any Special Hazard
Insurance Policy, Bankruptcy Bond, Mortgage Pool Insurance Policy, Contract Pool
Insurance Policy, Primary Insurance Policy and any title, hazard or other
insurance policy covering any Mortgage Loan or Contract in such Trust Fund
(together with any payments under any Letter of Credit, "Insurance Proceeds") or
proceeds from any alternative arrangements established in lieu of any such
insurance and described in the applicable Prospectus Supplement, other than
proceeds to be applied to the restoration of the related property or released to
the Mortgagor in accordance with the Master Servicer's or Servicer's normal
servicing procedures;
(iv) any Buy-Down Funds (and, if applicable, investment earnings thereon)
required to be paid to Certificateholders, as described below;
(v) all proceeds of any Mortgage Loan or Contract in such Trust Fund
purchased (or, in the case of a substitution, certain amounts representing a
principal adjustment) by the Master Servicer, the Company, Residential Funding,
any Sub-Servicer or Mortgage Collateral Seller or any other person pursuant to
the terms of the Pooling and Servicing Agreement. See "The Trust
Funds--Representations with Respect to Mortgage Collateral" and "--Repurchases
of Defective Mortgage Collateral" herein;
(vi) any amount required to be deposited by the Master Servicer in
connection with losses realized on investments of funds held in the Custodial
Account, as described below; and
(vii) any amounts required to be transferred from the Certificate Account
to the Custodial Account.
Both the Custodial Account and the Certificate Account must be either (i)
maintained with a depository institution whose debt obligations at the time of
any deposit therein are rated by any Rating Agency that rated any Certificates
of the related series not less than a specified level comparable to the rating
category of such Certificates, (ii) an account or accounts the deposits in which
are fully insured to the limits established by the FDIC, provided that any
deposits not so insured shall be otherwise maintained such that, as evidenced by
an opinion of counsel, the Certificateholders have a claim with respect to the
funds in such accounts or a perfected first priority security interest in any
collateral securing such funds that is superior to the claims of any other
depositors or creditors of the depository institution with which such accounts
are maintained, (iii) in the case of the Custodial Account, a trust account or
accounts maintained in either the corporate trust department or the corporate
asset services department of a financial institution which has debt obligations
that meet certain rating criteria, (iv) in the case of the Certificate Account,
a trust account or accounts maintained with the Trustee or (v) such other
account or accounts acceptable to any applicable Rating Agency (an "Eligible
Account"). The collateral that is eligible to secure amounts in an Eligible
Account is limited to certain permitted investments, which are generally limited
to United States government securities and other investments that are rated, at
the time of acquisition, in one of the categories permitted by the related
Pooling and Servicing Agreement ("Permitted Investments").
Unless otherwise set forth in the related Prospectus Supplement, not later
than the business day preceding each Distribution Date, the Master Servicer or
Servicer, as applicable, will withdraw from the Custodial Account and deposit
into the applicable Certificate Account, in immediately available funds, the
amount to be distributed therefrom to Certificateholders on such Distribution
Date. The Master Servicer, the Servicer or the Trustee, as applicable, will also
deposit or cause to be deposited into the Certificate Account: (i) the amount of
any advances made by the Master Servicer or the Servicer as described herein
under "--Advances," (ii) any payments under any Letter of Credit, and any
amounts required to be transferred to the Certificate Account from a Reserve
Fund, as described under "Description of Credit Enhancement" below, (iii) any
amounts required to be paid by the Master Servicer or Servicer out of its own
funds due to the operation of a deductible clause in any blanket policy
maintained by the Master Servicer or Servicer to cover hazard losses on the
Mortgage Loans as described under "Insurance Policies on Mortgage Loans or
Contracts" below, (iv) any distributions received on any Agency Securities
included in the Trust Fund and (v) any other amounts as set forth in the related
Pooling and Servicing Agreement.
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The portion of any payment received by the Master Servicer or the Servicer
in respect of a Mortgage Loan that is allocable to Excess Spread or Excluded
Spread, as applicable, will generally be deposited into the Custodial Account,
but any Excluded Spread will not be deposited in the Certificate Account for the
related series of Certificates and will be distributed as provided in the
related Pooling and Servicing Agreement.
Funds on deposit in the Custodial Account may be invested in Permitted
Investments maturing in general not later than the business day preceding the
next Distribution Date and funds on deposit in the related Certificate Account
may be invested in Permitted Investments maturing, in general, no later than the
Distribution Date. Unless otherwise specified in the related Prospectus
Supplement, all income and gain realized from any such investment will be for
the account of the Servicer or the Master Servicer as additional servicing
compensation. The amount of any loss incurred in connection with any such
investment must be deposited in the Custodial Account or in the Certificate
Account, as the case may be, by the Servicer or the Master Servicer out of its
own funds upon realization of such loss.
Collection of Payments on Agency Securities
The Trustee or the Certificate Administrator, as specified in the related
Prospectus Supplement, will deposit in the Certificate Account all payments on
the Agency Securities as they are received after the Cut-off Date. If the
Trustee has not received a distribution with respect to any Agency Security by
the second business day after the date on which such distribution was due and
payable, the Trustee will request the issuer or guarantor, if any, of such
Agency Security to make such payment as promptly as possible and legally
permitted. The Trustee may take such legal action against such issuer or
guarantor as the Trustee deems appropriate under the circumstances, including
the prosecution of any claims in connection therewith. The reasonable legal fees
and expenses incurred by the Trustee in connection with the prosecution of such
legal action will be reimbursable to the Trustee out of the proceeds of any such
action and will be retained by the Trustee prior to the deposit of any remaining
proceeds in the Certificate Account pending distribution thereof to the
Certificateholders of the affected series. In the event that the Trustee has
reason to believe that the proceeds of any such legal action may be insufficient
to cover its projected legal fees and expenses, the Trustee will notify such
Certificateholders that it is not obligated to pursue any such available
remedies unless adequate indemnity for its legal fees and expenses is provided
by such Certificateholders.
Withdrawals from the Custodial Account
The Servicer or the Master Servicer, as applicable, may, from time to time,
make withdrawals from the Custodial Account for certain purposes, as
specifically set forth in the related Pooling and Servicing Agreement, which
(except as otherwise provided therein) generally will include the following:
(i) to make deposits to the Certificate Account in the amounts and in the
manner provided in the Pooling and Servicing Agreement and described above under
"--Payments on Mortgage Collateral";
(ii) to reimburse itself or any Sub-Servicer for Advances, or for amounts
advanced in respect of taxes, insurance premiums or similar expenses incurred in
connection with acquiring by foreclosure or deed in lieu of foreclosure property
securing a Mortgage Loan, including, if the Master Servicer and any affiliate of
the Master Servicer provides services such as appraisals and brokerage services
that are customarily provided by persons other than servicers of mortgage loans,
reasonable compensation for such services ("Servicing Advances") as to any such
Mortgaged Property, out of late payments, Insurance Proceeds, Liquidation
Proceeds, any proceeds in respect of any REO Mortgage Loan or collections on the
Mortgage Loan or Contract with respect to which such Advances or Servicing
Advances were made;
(iii) to pay to itself or any Sub-Servicer unpaid Servicing Fees and
subservicing fees, out of payments or collections of interest on each Mortgage
Loan or Contract;
(iv) to pay to itself as additional servicing compensation any investment
income on funds deposited in the Custodial Account, any amounts remitted by
Sub-Servicers as interest in respect of partial prepayments on the Mortgage
Loans or Contracts, and, if so provided in the Pooling and Servicing Agreement,
any profits realized upon
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disposition of property securing a Mortgage Loan acquired by deed in lieu of
foreclosure or repossession or otherwise allowed under the Pooling and Servicing
Agreement;
(v) to pay to itself, a Sub-Servicer, Residential Funding, the Company or
the Mortgage Collateral Seller all amounts received with respect to each
Mortgage Loan or Contract purchased, repurchased or removed pursuant to the
terms of the Pooling and Servicing Agreement and not required to be distributed
as of the date on which the related Purchase Price is determined;
(vi) to pay the Company or its assignee, or any other party named in the
related Prospectus Supplement, all amounts allocable to the Excluded Spread, if
any, out of collections or payments which represent interest on each Mortgage
Loan or Contract (including any Mortgage Loan or Contract as to which title to
the underlying Mortgaged Property was acquired);
(vii) to reimburse itself or any Sub-Servicer for any Advance previously
made which the Master Servicer has determined to not be ultimately recoverable
from Liquidation Proceeds, Insurance Proceeds or otherwise (a "Nonrecoverable
Advance"), subject to any limitations set forth in the Pooling and Servicing
Agreement as described in the related Prospectus Supplement;
(viii) to reimburse itself or the Company for certain other expenses
incurred for which it or the Company is entitled to reimbursement (including
reimbursement in connection with enforcing any repurchase, substitution or
indemnification obligation of any Seller) or against which it or the Company is
indemnified pursuant to the Pooling and Servicing Agreement;
(ix) to clear the Custodial Account of amounts relating to the
corresponding Mortgage Loans or Contracts in connection with the termination of
the Trust Fund pursuant to the Pooling and Servicing Agreement, as described in
"The Pooling and Servicing Agreement--Termination; Retirement of Certificates";
and
Distributions
Distributions of principal and interest (or, where applicable, of principal
only or interest only) on each class of Certificates entitled thereto will be
made on each Distribution Date either by the Trustee, the Master Servicer or the
Certificate Administrator acting on behalf of the Trustee or a paying agent
appointed by the Trustee (the "Paying Agent"). Such distributions will be made
to the persons who are registered as the holders of such Certificates at the
close of business on the last business day of the preceding month (the "Record
Date"). Distributions will be made in immediately available funds (by wire
transfer or otherwise) to the account of a Certificateholder at a bank or other
entity having appropriate facilities therefor, if such Certificateholder has so
notified the Trustee, the Master Servicer, the Certificate Administrator or the
Paying Agent, as the case may be, and the applicable Pooling and Servicing
Agreement provides for such form of payment, or by check mailed to the address
of the person entitled thereto as it appears on the Certificate Register. The
final distribution in retirement of the Certificates will be made only upon
presentation and surrender of the Certificates at the office or agency of the
Trustee specified in the notice to Certificateholders. Distributions will be
made to each Certificateholder in accordance with such holder's Percentage
Interest in a particular class. The "Percentage Interest" represented by a
Certificate of a particular class will be equal to the percentage obtained by
dividing the initial principal balance or notional amount of such Certificate by
the aggregate initial amount or notional balance of all the Certificates of such
class.
Principal and Interest on the Certificates
The method of determining, and the amount of, distributions of principal
and interest (or, where applicable, of principal only or interest only) on a
particular series of Certificates will be described in the related Prospectus
Supplement. Distributions of interest on each class of Certificates will be made
prior to distributions of principal thereon. Each class of Certificates (other
than certain classes of Strip Certificates) may have a different Pass- Through
Rate, which may be a fixed, variable or adjustable Pass-Through Rate, or any
combination of two or more such Pass-Through Rates. The related Prospectus
Supplement will specify the Pass-Through Rate or Rates for each
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class, or the initial Pass-Through Rate or Rates and the method for determining
the Pass-Through Rate or Rates. Unless otherwise specified in the related
Prospectus Supplement, interest on the Certificates will accrue during each
calendar month and will be payable on the Distribution Date in the following
calendar month. Unless otherwise specified in the related Prospectus Supplement,
interest on the Certificates will be calculated on the basis of a 360- day year
consisting of twelve 30-day months.
On each Distribution Date for a series of Certificates, the Trustee or the
Master Servicer or the Certificate Administrator on behalf of the Trustee will
distribute or cause the Paying Agent to distribute, as the case may be, to each
holder of record on the Record Date of a class of Certificates, an amount equal
to the Percentage Interest represented by the Certificate held by such holder
multiplied by such class's Distribution Amount. The "Distribution Amount" for a
class of Certificates for any Distribution Date will be the portion, if any, of
the amount to be distributed to such class for such Distribution Date in respect
of principal, plus, if such class is entitled to payments of interest on such
Distribution Date, interest accrued during the related interest accrual period
at the applicable Pass-Through Rate on the principal balance or notional amount
of such class specified in the applicable Prospectus Supplement, less certain
interest shortfalls, which generally will include (i) any Deferred Interest
added to the principal balance of the Mortgage Loans and/or the outstanding
balance of one or more classes of Certificates on the related Due Date, (ii) any
other interest shortfalls (including, without limitation, shortfalls resulting
from application of the Relief Act or similar legislation or regulations as in
effect from time to time) allocable to Certificateholders which are not covered
by advances or the applicable credit enhancement and (iii) unless otherwise
specified in the related Prospectus Supplement, Prepayment Interest Shortfalls,
in each case in such amount that is allocated to such class on the basis set
forth in the Prospectus Supplement.
In the case of a series of Certificates which includes two or more classes
of Certificates, the timing, sequential order, priority of payment or amount of
distributions in respect of principal, and any schedule or formula or other
provisions applicable to the determination thereof (including distributions
among multiple classes of Senior Certificates or Subordinate Certificates) shall
be set forth in the related Prospectus Supplement. Distributions in respect of
principal of any class of Certificates will be made on a pro rata basis among
all of the Certificates of such class unless otherwise set forth in the related
Prospectus Supplement.
Except as otherwise provided in the related Pooling and Servicing
Agreement, on or prior to the 20th day (or, if such day is not a business day,
the next business day) of the month of distribution (the "Determination Date"),
the Master Servicer or the Certificate Administrator, as applicable, will
determine the amounts of principal and interest which will be passed through to
Certificateholders on the succeeding Distribution Date. Prior to the close of
business on the business day succeeding each Determination Date, the Master
Servicer or the Certificate Administrator, as applicable, will furnish a
statement to the Trustee (the information in such statement to be made available
to Certificateholders by the Master Servicer or the Certificate Administrator,
as applicable, on request) setting forth, among other things, the amount to be
distributed on the next succeeding Distribution Date.
Example of Distributions
The following chart sets forth an example of the flow of funds as it would
relate to a hypothetical series of Certificates issued, and with a Cut-off Date
occurring, in July 1997:
Date Note Description
July 1........ (A) Cut-off Date.
July 2-31..... (B) The Servicers or the Sub-Servicers, as applicable, receive
any Principal Prepayments.
July 31 ...... (C) Record Date.
July 2 - (D) The due dates on which scheduled payments and Mortgage
August 1...... Loans or Contracts are due (each, a "Due Date" and
collectively, the "Due Period").
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August 18..... (E) The Master Servicer or the Servicer, as applicable,
receives scheduled payments of principal and interest due
during the related Due Period and received or advanced by
Servicers or Subservicers.
August 20..... (F) Determination Date.
August 25..... (G) Distribution Date.
Succeeding months follow the pattern of (B) through (G), except that for
succeeding months (B) will also include the first day of such month. Certain
series of Certificates may have different prepayment periods, Cut-off Dates,
Record Dates, Due Periods, remittance dates, Determination Dates and/or
Distribution Dates than those set forth above.
(A) The initial principal balance of the Mortgage Pool or Contract Pool
will be the aggregate principal balance of the Mortgage Loans or
Contracts at the close of business on July 1, after deducting
principal payments due on or before such date. Those principal
payments due on or before July 1, and the accompanying interest
payments, and any Principal Prepayments received as of the close of
business on July 1 are not part of the Mortgage Pool or Contract Pool
and will not be passed through to Certificateholders.
(B) Any principal payments received in advance of the scheduled Due Date
for a Mortgage Loan and not accompanied by a payment of interest for
any period following the date of payment ("Principal Prepayments") may
be received at any time during this period and will be remitted to the
Master Servicer or Servicer as described in (E) below for distribution
to Certificateholders as described in (F) below. When a Mortgage Loan
or Contract is prepaid in full, interest on the amount prepaid is
collected from the Mortgagor only to the date of payment. Partial
Principal Prepayments are applied so as to reduce the principal
balances of the related Mortgage Loans or Contracts as of the first
day of the month in which the payments are made; no interest will be
paid to Certificateholders in respect of such prepaid amounts for the
month in which such partial Principal Prepayments were received.
(C) Distributions on August 25 will be made to Certificateholders of
record at the close of business on July 31.
(D) Scheduled principal and interest payments are due from Mortgagors.
(E) Payments due from Mortgagors during the related Due Period will be
deposited by the Sub-Servicers in subservicing accounts or Servicers
in collection accounts (or will be otherwise managed in a manner
acceptable to the Rating Agencies) as received and will include the
scheduled principal payments plus interest on the principal balances
immediately prior to such payments. Funds required to be remitted from
the collection accounts or the subservicing accounts to the Master
Servicer or the Servicer, as applicable, will be so remitted on August
18 together with any required Advances by the Servicer or the
Sub-Servicers (except that Principal Prepayments in full and certain
Principal Prepayments in part received by Sub-Servicers during the
month of July will have been remitted to the Master Servicer or the
Servicer, as applicable, within five business days of receipt).
(F) On August 20, the Master Servicer or the Certificate Administrator, if
any, will determine the amounts of principal and interest which will
be passed through on August 25 to the holders of each class of
Certificates. The Master Servicer or the Certificate Administrator, if
any, will be obligated to distribute those payments due during the
related Due Period which have been received from Servicers or
Sub-Servicers prior to and including August 18, as well as all
Principal Prepayments received on Mortgage Loans in July (with
interest adjusted to the Pass-Through Rates applicable to the
respective classes of Certificates and reduced on account of Principal
Prepayments as described above). Distributions to the holders of
Senior Certificates, if any, on August 25 may include certain amounts
otherwise distributable to the holders of the related Subordinate
Certificates, amounts withdrawn from any Reserve Fund and amounts
advanced by the Master Servicer or the Servicer under the
circumstances described in "Subordination" and "--Advances."
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(G) On August 25, the amounts determined on August 20 will be distributed to
Certificateholders.
If provided in the related Prospectus Supplement, the Distribution Date
with respect to any series of Certificates as to which the Trust Fund includes
Agency Securities may be a specified date or dates other than the 25th day of
each month in order to allow for the receipt of distributions on such Agency
Securities.
Advances
Unless otherwise specified in the related Prospectus Supplement, the Master
Servicer or the applicable Servicer will agree to advance (either out of its own
funds, funds advanced to it by Servicers or Sub-Servicers, as applicable, or
funds being held in the Custodial Account for future distribution), for the
benefit of the related Certificateholders, on or before each Distribution Date,
an amount equal to the aggregate of all scheduled payments of principal (other
than any Balloon Amount in the case of a Balloon Loan) and interest at the
applicable Pass-Through Rate or Net Mortgage Rate, as the case may be (an
"Advance"), which were delinquent as of the close of business on the business
day preceding the related Determination Date on the related Mortgage Loans or
Contracts, but only to the extent that such Advances would, in the judgment of
the Master Servicer or the Servicer, be recoverable out of late payments by the
Mortgagors, Liquidation Proceeds, Insurance Proceeds or otherwise. If a Trust
Fund includes Agency Securities, any advancing obligations with respect to
underlying Mortgage Loans or Contracts will be pursuant to the terms of such
Agency Securities and may differ from the provisions relating to Advances
described herein.
Advances are intended to maintain a regular flow of scheduled interest and
principal payments to related Certificateholders. Such Advances do not represent
an obligation of the Master Servicer or the Servicer to guarantee or insure
against losses. If Advances have been made by the Master Servicer or Servicer
from cash being held for future distribution to Certificateholders, such funds
will be required to be replaced on or before any future Distribution Date to the
extent that funds in the Certificate Account on such Distribution Date would be
less than payments required to be made to Certificateholders. Any Advances will
be reimbursable to the Master Servicer or Servicer out of recoveries on the
related Mortgage Loans or Contracts for which such amounts were advanced (e.g.,
late payments made by the related Mortgagor, any related Liquidation Proceeds
and Insurance Proceeds, proceeds of any applicable form of credit enhancement or
proceeds of any Mortgage Collateral purchased by the Company, Residential
Funding, a Sub-Servicer or a Mortgage Collateral Seller under the circumstances
described above). Such Advances will also be reimbursable from cash otherwise
distributable to Certificateholders to the extent that the Master Servicer or
Servicer shall determine that any such Advances previously made are not
ultimately recoverable as described above. With respect to any
Senior/Subordinate Series, so long as the related Subordinate Certificates
remain outstanding and subject to certain limitations with respect to Special
Hazard Losses, Fraud Losses, Bankruptcy Losses and Extraordinary Losses, such
Advances may also be reimbursable out of amounts otherwise distributable to
holders of the Subordinate Certificates, if any. The Master Servicer or the
Servicer will also be obligated to make Servicing Advances, to the extent
recoverable out of Liquidation Proceeds or otherwise, in respect of certain
taxes and insurance premiums not paid by Mortgagors on a timely basis. Funds so
advanced will be reimbursable to the Master Servicer or Servicer to the extent
permitted by the Pooling and Servicing Agreement. The Master Servicer's or
Servicer's obligation to make Advances may be supported by another entity, a
letter of credit or other method as may be described in the related Pooling and
Servicing Agreement. In the event that the short-term or long-term obligations
of the provider of such support are downgraded by a Rating Agency rating the
related Certificates or if any collateral supporting such obligation is not
performing or is removed pursuant to the terms of any agreement described in the
related Prospectus Supplement, the Certificates may also be downgraded.
Prepayment Interest Shortfalls
When a Mortgagor prepays a Mortgage Loan or Contract in full between
scheduled Due Dates for such Mortgage Loan or Contract, the Mortgagor pays
interest on the amount prepaid only to but not including the date on which such
Principal Prepayment is made. Similarly, Liquidation Proceeds from a Mortgaged
Property will not include interest for any period after the date on which the
liquidation took place. The shortfall between a full month's interest due with
respect to a Mortgage Loan or Contract and the amount of interest paid or
recovered with respect thereto in the event of a prepayment or liquidation is
referred to as a "Prepayment Interest Shortfall." If
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so specified in the related Prospectus Supplement, to the extent funds are
available from the Servicing Fee, the Servicer or Master Servicer may make an
additional payment to Certificateholders with respect to any Mortgage Loan or
Contract that was prepaid in full during the related prepayment period equal to
the amount, if any, necessary to assure that, on the related Distribution Date,
the Available Distribution Amount would include with respect to each such
Mortgage Loan or Contract an amount equal to interest at the Mortgage Rate (less
the Servicing Fee and Excluded Spread, if any) for such Mortgage Loan or
Contract from the date of such prepayment to the related Due Date (such amount,
"Compensating Interest"). Compensating Interest may be limited to the aggregate
amount (or any portion thereof) of the Servicing Fee received by the Servicer or
Master Servicer in that month in relation to the Mortgage Loans or Contracts, or
in any other manner, and, if so limited, may not be sufficient to cover the
Prepayment Interest Shortfall. If so disclosed in the related Prospectus
Supplement, Prepayment Interest Shortfalls may be applied to reduce interest
otherwise payable with respect to one or more classes of Certificates of a
series. See "Yield Considerations."
Reports to Certificateholders
On each Distribution Date, the Master Servicer or the Certificate
Administrator, as applicable, will forward or cause to be forwarded to each
Certificateholder of record a statement or statements with respect to the
related Trust Fund setting forth the information described in the related
Pooling and Servicing Agreement. Except as otherwise provided in the related
Pooling and Servicing Agreement, such information generally will include the
following (as applicable):
(i) the amount, if any, of such distribution allocable to principal;
(ii) the amount, if any, of such distribution allocable to interest and the
amount, if any, of any shortfall in the
amount of interest and principal;
(iii) the aggregate unpaid principal balance of the Mortgage Collateral
after giving effect to the distribution of principal on such Distribution Date;
(iv) the outstanding principal balance or notional amount of each class of
Certificates after giving effect to the distribution of principal on such
Distribution Date;
(v) based on the most recent reports furnished by Servicers or
Sub-Servicers, the number and aggregate principal balances of any items of
Mortgage Collateral in the related Trust Fund that are delinquent (a) one month,
(b) two months and (c) three months, and that are in foreclosure;
(vi) the book value of any property acquired by such Trust Fund through
foreclosure or grant of a deed in lieu of foreclosure;
(vii) the balance of the Reserve Fund, if any, at the close of business on
such Distribution Date;
(viii) the Senior Percentage, if applicable, after giving effect to the
distributions on such Distribution Date;
(ix) the amount of coverage under any Letter of Credit, Mortgage Pool
Insurance Policy or other form of credit enhancement covering default risk as of
the close of business on the applicable Determination Date and a description of
any credit enhancement substituted therefor;
(x) if applicable, the Special Hazard Amount, Fraud Loss Amount and
Bankruptcy Amount as of the close of business on the applicable Distribution
Date and a description of any change in the calculation of such amounts;
(xi) in the case of Certificates benefiting from alternative credit
enhancement arrangements described in a Prospectus Supplement, the amount of
coverage under such alternative arrangements as of the close of business on the
applicable Determination Date; and
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(xii) with respect to any series of Certificates as to which the Trust Fund
includes Agency Securities, certain additional information as required under the
related Pooling and Servicing Agreement.
Each amount set forth pursuant to clause (i) or (ii) above will be
expressed as a dollar amount per Single Certificate. As to a particular class of
Certificates, a "Single Certificate" generally will evidence a Percentage
Interest obtained by dividing $1,000 by the initial principal balance or
notional balance of all the Certificates of such class, except as otherwise
provided in the related Pooling and Servicing Agreement. In addition to the
information described above, reports to Certificateholders will contain such
other information as is set forth in the applicable Pooling and Servicing
Agreement, which may include, without limitation, information as to Advances,
reimbursements to Sub-Servicers, Servicers and the Master Servicer and losses
borne by the related Trust Fund.
In addition, within a reasonable period of time after the end of each
calendar year, the Master Servicer or the Certificate Administrator, as
applicable, will furnish a report to each person that was a holder of record of
any class of Certificates at any time during such calendar year. Such report
will include information as to the aggregate of amounts reported pursuant to
clauses (i) and (ii) above for such calendar year or, in the event such person
was a holder of record of a class of Certificates during a portion of such
calendar year, for the applicable portion of such year.
Servicing and Administration of Mortgage Collateral
General
The Master Servicer, the Certificate Administrator or any Servicer, as
applicable, that is a party to a Pooling and Servicing Agreement, will be
required to perform the services and duties specified in the related Pooling and
Servicing Agreement. The duties to be performed by the Master Servicer or each
Servicer, subject to the general supervision by the Master Servicer or the
Certificate Administrator, if any, will include the customary functions of a
servicer, including collection of payments from Mortgagors; maintenance of any
primary mortgage insurance, hazard insurance and other types of insurance;
processing of assumptions or substitutions; attempting to cure delinquencies;
supervising foreclosures; inspection and management of Mortgaged Properties
under certain circumstances; and maintaining accounting records relating to the
Mortgage Collateral. Each Servicer or the Master Servicer, if any, may be
obligated, under certain circumstances, to make Advances in respect of
delinquent installments of principal of and interest on Mortgage Loans or
Contracts and in respect of certain taxes and insurance premiums not paid on a
timely basis by Mortgagors, as described under "--Advances" above. With respect
to any series of Certificates for which the Trust Fund includes Agency
Securities, the Master Servicer's or Certificate Administrator's servicing and
administration obligations will be set forth in the related Prospectus
Supplement.
Pursuant to each Pooling and Servicing Agreement, each Servicer or the
Master Servicer, if there are no Servicers for the related series, may enter
into sub-servicing agreements (each, a "Sub-Servicing Agreement") with one or
more sub-servicers (each, a "Sub-Servicer") who will agree to perform certain
functions for the Servicer or Master Servicer relating to the servicing and
administration of the Mortgage Loans or Contracts included in the Trust Fund
relating to such Sub-Servicing Agreement. Under any Sub-Servicing Agreement,
each Sub-Servicer, will agree, among other things, to perform some or all of the
Servicer's or the Master Servicer's servicing obligations, including but not
limited to, making Advances to the related Certificateholders. The Servicer or
the Master Servicer, as applicable, will remain liable for its servicing
obligations that are delegated to a Sub-Servicer as if such Servicer or the
Master Servicer alone were servicing such Mortgage Loans or Contracts.
Collection and Other Servicing Procedures
Each Servicer or the Master Servicer, as applicable, will make reasonable
efforts to collect all payments called for under the Mortgage Loans or Contracts
and will, consistent with the related Pooling and Servicing Agreement and any
applicable insurance policy or other credit enhancement, follow such collection
procedures as it follows with respect to mortgage loans or contracts serviced by
it that are comparable to the Mortgage Loans or Contracts. The Servicer or the
Master Servicer may, in its discretion, waive any prepayment charge in
connection with the
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prepayment of a Mortgage Loan or extend the due dates for payments due on a
Mortgage Note or Contract, provided that the insurance coverage for such
Mortgage Loan or Contract or any coverage provided by any alternative credit
enhancement will not be adversely affected.
In connection with any significant partial prepayment of a Mortgage Loan,
the Master Servicer, to the extent not inconsistent with the terms of the
Mortgage Note and local law and practice, may permit the Mortgage Loan to be
re-amortized such that the monthly payment is recalculated as an amount that
will fully amortize the remaining principal amount thereof by the original
maturity date based on the original Mortgage Rate, provided that such re-
amortization shall not be permitted if it would constitute a modification of the
Mortgage Loan for federal income tax purposes.
The Master Servicer, any Servicer or one or more Sub-Servicers with respect
to a given Trust Fund may establish and maintain an escrow account (the "Escrow
Account") in which Mortgagors will be required to deposit amounts sufficient to
pay taxes, assessments, certain mortgage and hazard insurance premiums and other
comparable items. Withdrawals from any such Escrow Account may be made to effect
timely payment of taxes, assessments, mortgage and hazard insurance, to refund
to Mortgagors amounts determined to be owed, to pay interest on balances in any
such Escrow Account, if required, to repair or otherwise protect the Mortgaged
Properties and to clear and terminate such account. The Master Servicer or any
Servicer or Sub-Servicer, as the case may be, will be responsible for the
administration of each such Escrow Account and will be obligated to make
advances to such accounts when a deficiency exists therein. The Master Servicer,
Servicer or Sub-Servicer will be entitled to reimbursement for any such advances
from the Collection Account.
Other duties and responsibilities of each Servicer, the Master Servicer and
the Certificate Administrator are described above under "--Payments on Mortgage
Collateral."
Servicing Compensation and Payment of Expenses
Each Servicer, the Master Servicer or the Certificate Administrator, as
applicable, will be paid compensation for the performance of its servicing
obligations, which compensation will be part of the servicing fee (the
"Servicing Fee") specified in the related Prospectus Supplement. Any
Sub-Servicer will be entitled to receive a portion of the Servicing Fee. Except
as otherwise provided in the related Prospectus Supplement, the Servicer or the
Master Servicer, if any, will deduct the Servicing Fee with respect to the
Mortgage Loans or Contracts underlying the Certificates of a Series in an amount
to be specified in the related Prospectus Supplement. The Servicing Fee may be
fixed or variable. In addition to the Servicing Fee, unless otherwise specified
in the related Prospectus Supplement, the Master Servicer, any Servicer or the
relevant Sub-Servicers, if any, will be entitled to servicing compensation in
the form of assumption fees, late payments charges or excess proceeds following
disposition of property in connection with defaulted Mortgage Loans or Contracts
and any earnings on investments held in the Certificate Account or any Custodial
Account. Any Excluded Spread retained by a Mortgage Collateral Seller, the
Master Servicer, or any Servicer or Sub-Servicer will not constitute part of the
Servicing Fee. Notwithstanding the foregoing, with respect to a series of
Certificates as to which the Trust Fund includes Agency Securities, the
compensation payable to the Master Servicer or Certificate Administrator for
servicing and administering such Agency Securities on behalf of the holders of
such Certificates may be based on a percentage per annum described in the
related Prospectus Supplement of the outstanding balance of such Agency
Securities and may be retained from distributions of interest thereon, if so
specified in the related Prospectus Supplement.
Unless otherwise specified in the related Prospectus Supplement, the
Servicer, the Master Servicer or the Certificate Administrator will pay from the
Servicing Fee (i) the fees of any Sub-Servicers, (ii) certain expenses incurred
in connection with the servicing of the Mortgage Loans or Contracts, including,
without limitation, payment of certain of the insurance policy premiums, fees or
other amounts payable for any alternative credit enhancement, reimbursement of
expenses incurred in connection with a foreclosure or deed in lieu of
foreclosure upon a Mortgaged Property, payment of the fees and disbursements of
the Trustee (and any Custodian selected by the Trustee), the Certificate
Registrar, any Paying Agent, independent accountants and payment of expenses
incurred in enforcing the obligations of Sub-Servicers, Servicers and Mortgage
Collateral Sellers and (iii) expenses related to the preparation of reports to
Certificateholders. Certain of these expenses may be reimbursable from
Liquidation
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Proceeds or insurance policies and, in the case of enforcement of the
obligations of Sub-Servicers, from any recoveries in excess of amounts due with
respect to the related Mortgage Loans or Contracts or from specific recoveries
of costs. The related Pooling and Servicing Agreement may provide that the
Certificate Administrator, the Master Servicer, and any Servicer and
Sub-Servicer may obtain their respective fees by deducting them from amounts
otherwise required to be deposited into the Collection Account.
The related Trust Fund will suffer no loss by reason of the expenses of the
Servicer or Master Servicer described above to the extent claims are fully paid
from amounts in any Reserve Fund, any related insurance policies, the
Liquidation Proceeds, any proceeds in respect of an REO Mortgage Loan (with
respect to expenses incurred in connection with a foreclosure or deed in lieu of
foreclosure) or any applicable alternative credit enhancement described in the
related Prospectus Supplement. In the event, however, that claims are either not
made or are not fully paid from such sources, the related Trust Fund will suffer
a loss to the extent that Liquidation Proceeds, after reimbursement of the
expenses of the Master Servicer or any Servicer or Sub-Servicer, are less than
the principal balance of and accrued interest on the related Mortgage Loan or
Contract. In addition, the Master Servicer or any Servicer or Sub-Servicer, as
applicable, will be entitled to reimbursement of expenditures incurred by it in
connection with the restoration of Mortgaged Property, such right of
reimbursement being prior to the rights of the Certificateholders to receive any
payments from any Reserve Fund or from any related Insurance Proceeds,
Liquidation Proceeds or any proceeds of alternative credit enhancement.
Evidence as to Compliance
Each Pooling and Servicing Agreement will provide that the Master Servicer
or Certificate Administrator, as appropriate, will, with respect to each series
of Certificates, deliver to the Trustee, on or before the date in each year
specified in the related Pooling and Servicing Agreement, an officer's
certificate stating that (i) a review of the activities of the Master Servicer
(or the Certificate Administrator) during the preceding calendar year relating
to its servicing of mortgage loans and its performance under pooling and
servicing agreements, including such Pooling and Servicing Agreement has been
made under the supervision of such officer, (ii) to the best of such officer's
knowledge, based on such review, the Master Servicer (or the Certificate
Administrator) has complied in all material respects with the minimum servicing
standards set forth in the Uniform Single Attestation Program for Mortgage
Bankers and has fulfilled all its obligations under such Pooling and Servicing
Agreement throughout such year, or, if there has been material noncompliance
with such servicing standards or a material default in the fulfillment of any
such obligation, such statement shall include a description of such
noncompliance or specify each such default known to such officer and the nature
and status thereof and (iii) to the best of such officer's knowledge, each
Sub-Servicer has complied in all material respects with the minimum servicing
standards set forth in the Uniform Single Attestation Program for Mortgage
Bankers and has fulfilled all of its material obligations under its
Sub-Servicing Agreement in all material respects throughout such year, or, if
there has been material noncompliance with such servicing standards or a
material default in the fulfillment of such obligations, such statement shall
include a description of such noncompliance or specify each such default, as the
case may be, known to such officer and the nature and status thereof. In
addition, each Pooling and Servicing Agreement will provide that the Master
Servicer or the Certificate Administrator, as the case may be, will cause a firm
of independent public accountants which is a member of the American Institute of
Certified Public Accountants to furnish a report stating its opinion that, on
the basis of an examination conducted by such firm substantially in accordance
with standards established by the American Institute of Certified Public
Accountants, the assertions made regarding compliance with the minimum servicing
standards set forth in the Uniform Single Attestation Program for Mortgage
Bankers during the preceding calendar year are fairly stated in all material
respects, subject to such exceptions and other qualifications that, in the
opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, on comparable statements
prepared in connection with examinations conducted in similar manners.
Certain Other Matters Regarding Servicing
Each Servicer, the Master Servicer or the Certificate Administrator, as
applicable, may not resign from its obligations and duties under the related
Pooling and Servicing Agreement unless each Rating Agency has confirmed in
writing that the resignation will not qualify, reduce or cause to be withdrawn
the then current ratings on the
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Certificates or upon a determination that its duties thereunder are no longer
permissible under applicable law. No such resignation will become effective
until the Trustee or a successor servicer or administrator has assumed the
Servicer's, the Master Servicer's or the Certificate Administrator's obligations
and duties under such Pooling and Servicing Agreement. A Servicer, the Master
Servicer or the Certificate Administrator, as applicable, may be removed upon
the occurrence of certain Events of Default described below under "The Pooling
and Servicing Agreement--Events of Default" and "--Rights Upon Event of
Default."
Each Pooling and Servicing Agreement will also provide that neither the
Servicer, the Master Servicer or the Certificate Administrator, nor any
director, officer, employee or agent thereof, will be under any liability to the
Trust Fund or the Certificateholders for any action taken or for restraining
from taking any action in good faith pursuant to the Pooling and Servicing
Agreement, or for errors in judgment. However, neither the Servicer, the Master
Servicer or the Certificate Administrator nor any such person will be protected
against any liability which would otherwise be imposed by reason of the failure
to perform its obligations in compliance with any standard of care set forth in
the Pooling and Servicing Agreement. The Servicer, the Master Servicer or the
Certificate Administrator, as applicable, may, in its discretion, undertake any
such action that it may deem necessary or desirable with respect to the Pooling
and Servicing Agreement and the rights and duties of the parties thereto and the
interest of the Certificateholders thereunder. In such event, the legal expenses
and costs of such action and any liability resulting therefrom will be expenses,
costs and liabilities of the Trust Fund and the Servicer, the Master Servicer or
the Certificate Administrator will be entitled to be reimbursed therefor out of
funds otherwise distributable to Certificateholders.
The Master Servicer or Servicer may in its discretion (i) waive any late
payment charge or any prepayment charge or penalty interest in connection with
the prepayment of a Mortgage Loan or Contract and (ii) extend the Due Date for
payments due on a Mortgage Loan or Contract, if the Master Servicer or Servicer
has determined that any such waiver or extension will not impair the coverage of
any related insurance policy, materially adversely affect the lien of the
related Mortgage or, if a REMIC election has been made with respect to the Trust
Fund, adversely affect such REMIC status. The Master Servicer or Servicer may
also waive or modify any term of a Mortgage Loan so long as the Master Servicer
or Servicer has determined that such waiver or modification is not materially
adverse to any Certificateholders, taking into account any estimated loss that
may result absent such action.
The Master Servicer will be required to maintain a fidelity bond and errors
and omissions policy with respect to its officers and employees and other
persons acting on behalf of the Master Servicer in connection with its
activities under the Pooling and Servicing Agreement.
A Servicer, the Master Servicer or the Certificate Administrator may have
other business relationships with the Company, any Mortgage Collateral Seller or
their affiliates.
Special Servicing
If provided for in the related Prospectus Supplement, the Pooling and
Servicing Agreement for a series of Certificates may name a special servicer (a
"Special Servicer"). The Special Servicer will be responsible for the servicing
of certain delinquent Mortgage Loans or Contracts as described in the Prospectus
Supplement. The Special Servicer may have certain discretion to extend relief to
Mortgagors whose payments become delinquent. The Special Servicer may be
permitted to grant a period of temporary indulgence to a Mortgagor or may enter
into a liquidating plan providing for repayment by the Mortgagor, in each case
without the prior approval of the Master Servicer or the Servicer, as
applicable. Other types of forbearance generally will require the approval of
the Master Servicer or Servicer, as applicable.
Enforcement of "Due-on-Sale" Clauses
Unless otherwise specified in the related Prospectus Supplement, when any
Mortgaged Property relating to a Mortgage Loan or Contract (other than an ARM
Loan described below) is about to be conveyed by the Mortgagor, the Master
Servicer or the Servicer, as applicable, directly or through a Sub-Servicer, to
the extent it has knowledge
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of such proposed conveyance, generally will be obligated to exercise the
Trustee's rights to accelerate the maturity of such Mortgage Loan or Contract
under any due-on-sale clause applicable thereto. A due-on-sale clause will be
enforced only if the exercise of such rights is permitted by applicable law and
only to the extent it would not adversely affect or jeopardize coverage under
any Primary Insurance Policy or applicable credit enhancement arrangements. See
"Certain Legal Aspects of Mortgage Loans and Contracts--The Mortgage
Loans--Enforceability of Certain Provisions" and "--The Contracts--'Due-on-Sale'
Clauses." If the Master Servicer, Servicer or Sub- Servicer is prevented from
enforcing a due-on-sale clause under applicable law or if the Master Servicer,
Servicer or Sub-Servicer determines that it is reasonably likely that a legal
action would be instituted by the related Mortgagor to avoid enforcement of such
due-on-sale clause, the Master Servicer, Servicer or Sub-Servicer will enter
into an assumption and modification agreement with the person to whom such
property has been or is about to be conveyed, pursuant to which such person
becomes liable under the Mortgage Note or Contract subject to certain specified
conditions. The original Mortgagor may be released from liability on a Mortgage
Loan or Contract if the Master Servicer, Servicer or Sub-Servicer shall have
determined in good faith that such release will not adversely affect the
collectability of the Mortgage Loan or Contract. In the event of the sale of a
Mortgaged Property subject to an ARM Loan, such ARM Loan may be assumed if it is
by its terms assumable and if, in the reasonable judgment of the Master
Servicer, Servicer or Sub-Servicer, the proposed transferee of the related
Mortgaged Property establishes its ability to repay the loan and the security
for such ARM Loan would not be impaired by the assumption. If a Mortgagor
transfers the Mortgaged Property subject to an ARM Loan without consent, such
ARM Loan may be declared due and payable. In connection with any such
assumption, the Mortgage Rate borne by the related Mortgage Note or Contract may
not be altered. Mortgagors may, from time to time, request partial releases of
the Mortgaged Properties, easements, consents to alteration or demolition and
other similar matters. The Master Servicer, Servicer or Sub-Servicer may approve
such a request if it has determined, exercising its good faith business
judgment, that such approval will not adversely affect the security for, and the
timely and full collectability of, the related Mortgage Loan or Contract. Any
fee collected by the Master Servicer, Servicer or Sub-Servicer for entering into
an assumption or substitution of liability agreement or for processing a request
for partial release of the Mortgaged Property generally will be retained by the
Master Servicer, Servicer or Sub-Servicer as additional servicing compensation.
Realization Upon Defaulted Property
In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure (or, in the case of Contracts in
certain states, by repossession of the related Manufactured Home), the deed or
certificate of sale will be issued to the Trustee or to its nominee on behalf of
Certificateholders. Notwithstanding any such acquisition of title and
cancellation of the related Mortgage Loan or Contract, such Mortgage Loan (an
"REO Mortgage Loan") or Contract (an "REO Contract") will be considered for most
purposes to be an outstanding Mortgage Loan or Contract held in the Trust Fund
until such time as the Mortgaged Property is sold and all recoverable
Liquidation Proceeds and Insurance Proceeds have been received with respect to
such defaulted Mortgage Loan (a "Liquidated Mortgage Loan") or Contract (a
"Liquidated Contract"). For purposes of calculations of amounts distributable to
Certificateholders in respect of an REO Mortgage Loan or an REO Contract, the
amortization schedule in effect at the time of any such acquisition of title
(before any adjustment thereto by reason of any bankruptcy or any similar
proceeding or any moratorium or similar waiver or grace period) will be deemed
to have continued in effect (and, in the case of an ARM Loan, such amortization
schedule will be deemed to have adjusted in accordance with any interest rate
changes occurring on any adjustment date therefor) so long as such REO Mortgage
Loan or REO Contract is considered to remain in the Trust Fund. If a REMIC
election has been made, any Mortgaged Property so acquired by the Trust Fund
must be disposed of in accordance with applicable federal income tax regulations
and consistent with the status of the Trust Fund as a REMIC. To the extent
provided in the related Pooling and Servicing Agreement, any income (net of
expenses and other than gains described below) received by the Sub-Servicer,
Servicer or Master Servicer on such Mortgaged Property prior to its disposition
will be deposited in the Custodial Account upon receipt and will be available at
such time for making payments to Certificateholders.
With respect to a Mortgage Loan or Contract in default, the Master Servicer
or Servicer may pursue foreclosure (or similar remedies) concurrently with
pursuing any remedy for a breach of a representation and warranty. However, the
Master Servicer or Servicer is not required to continue to pursue both such
remedies if it
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determines that one such remedy is more likely to result in a greater recovery.
If such Mortgage Loan is an Additional Collateral Loan, the Master Servicer (or
the related Subservicer) may proceed against the related Mortgaged Property or
the related Additional Collateral first or may proceed against both concurrently
(as permitted by applicable law and the terms under which such Additional
Collateral is held, including any third-party guarantee). Upon the first to
occur of final liquidation and a repurchase or substitution pursuant to a breach
of a representation and warranty, such Mortgage Loan or Contract will be removed
from the related Trust Fund. The Master Servicer or Servicer may elect to treat
a defaulted Mortgage Loan or Contract as having been finally liquidated if
substantially all amounts expected to be received in connection therewith have
been received. Any additional liquidation expenses relating to such Mortgage
Loan or Contract thereafter incurred will be reimbursable to the Master Servicer
or Servicer (or any Sub-Servicer) from any amounts otherwise distributable to
the related Certificateholders, or may be offset by any subsequent recovery
related to such Mortgage Loan or Contract. Alternatively, for purposes of
determining the amount of related Liquidation Proceeds to be distributed to
Certificateholders, the amount of any Realized Loss or the amount required to be
drawn under any applicable form of credit enhancement, the Master Servicer or
Servicer may take into account minimal amounts of additional receipts expected
to be received, as well as estimated additional liquidation expenses expected to
be incurred in connection with such defaulted Mortgage Loan or Contract.
With respect to certain series of Certificates, if so provided in the
related Prospectus Supplement, the applicable form of credit enhancement may
provide, to the extent of coverage thereunder, that a defaulted Mortgage Loan or
Contract or REO Mortgage Loan or REO Contract will be removed from the Trust
Fund prior to the final liquidation thereof. In addition, the Master Servicer or
Servicer may have the option to purchase from the Trust Fund any defaulted
Mortgage Loan or Contract after a specified period of delinquency. Unless
otherwise specified in the related Prospectus Supplement, if a final liquidation
of a Mortgage Loan or Contract resulted in a Realized Loss and within two years
thereafter the Master Servicer or Servicer receives a subsequent recovery
specifically related to such Mortgage Loan or Contract (in connection with a
related breach of a representation or warranty or otherwise), such subsequent
recovery shall be distributed to the then-current Certificateholders of any
outstanding class to which such Realized Loss was allocated (with the amounts to
be distributed allocated among such classes in the same proportions as such
Realized Loss was allocated), provided that no such distribution shall result in
distributions on the Certificates of any such class in excess of the total
amount of the Realized Loss that was allocated to such class. In the case of a
series of Certificates other than a Senior/Subordinate Series, if so provided in
the related Prospectus Supplement, the applicable form of credit enhancement may
provide for reinstatement subject to certain conditions in the event that,
following the final liquidation of a Mortgage Loan or Contract and a draw under
such credit enhancement, subsequent recoveries are received. If a defaulted
Mortgage Loan or Contract or REO Mortgage Loan or REO Contract is not so removed
from the Trust Fund, then, upon the final liquidation thereof, if a loss is
realized which is not covered by any applicable form of credit enhancement or
other insurance, the Certificateholders will bear such loss. However, if a gain
results from the final liquidation of an REO Mortgage Loan or REO Contract which
is not required by law to be remitted to the related Mortgagor, the Master
Servicer or the Servicer will be entitled to retain such gain as additional
servicing compensation unless the related Prospectus Supplement provides
otherwise. For a description of the Certificate Administrator's, the Master
Servicer's or the Servicer's obligations to maintain and make claims under
applicable forms of credit enhancement and insurance relating to the Mortgage
Loans or Contracts, see "Description of Credit Enhancement" and "Insurance
Policies on Mortgage Loans or Contracts."
For a discussion of legal rights and limitations associated with the
foreclosure of a Mortgage Loan or Contract, see "Certain Legal Aspects of
Mortgage Loans and Contracts."
The Master Servicer or the Certificate Administrator, as applicable, will
deal with any defaulted Agency Securities in the manner set forth in the related
Prospectus Supplement.
SUBORDINATION
A Senior/Subordinate Series of Certificates will consist of one or more
classes of Senior Certificates and one or more classes of Subordinate
Certificates, as set forth in the related Prospectus Supplement. Subordination
of the
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Subordinate Certificates of any Senior/Subordinate Series will be effected by
the following method, unless an alternative method is specified in the related
Prospectus Supplement. In addition, certain classes of Senior (or Subordinate)
Certificates may be senior to other classes of Senior (or Subordinate)
Certificates, as specified in the related Prospectus Supplement. With respect to
any Senior/Subordinate Series, the total amount available for distribution on
each Distribution Date, as well as the method for allocating such amount among
the various classes of Certificates included in such series, will be described
in the related Prospectus Supplement. Generally, with respect to any such
series, the amount available for distribution will be allocated first to
interest on the Senior Certificates and then to principal of the Senior
Certificates up to the amounts described in the related Prospectus Supplement,
prior to allocation of any amounts to the Subordinate Certificates.
With respect to any defaulted Mortgage Loan or Contract that is finally
liquidated, the amount of loss realized, if any (as described in the related
Pooling and Servicing Agreement, a "Realized Loss"), will equal the portion of
the Stated Principal Balance remaining after application of all amounts
recovered (net of amounts reimbursable to the Master Servicer or Servicer for
related Advances and expenses) towards interest and principal owing on the
Mortgage Loan. With respect to a Mortgage Loan or Contract, the principal
balance of which has been reduced in connection with bankruptcy proceedings, the
amount of such reduction will be treated as a Realized Loss. If so provided in
the Pooling and Servicing Agreement, the Master Servicer may be permitted, under
certain circumstances, to purchase any Mortgage Loan that is three or more
months delinquent in payments of principal and interest, at the Purchase Price.
If so specified in the related Prospectus Supplement, any Realized Loss incurred
in connection with any such Mortgage Loan will be passed through to the then
outstanding Certificateholders of the related series in the same manner as
Realized Losses on Mortgage Loans that have not been so purchased.
In the event of any Realized Losses not in excess of the limitations
described below (other than Extraordinary Losses), the rights of the Subordinate
Certificateholders to receive distributions will be subordinate to the rights of
the Senior Certificateholders.
Except as noted below, Realized Losses will be allocated to the Subordinate
Certificates of the related series until the outstanding principal balance
thereof has been reduced to zero. Additional Realized Losses, if any, will be
allocated to the Senior Certificates. If such series includes more than one
class of Senior Certificates, such additional Realized Losses will be allocated
either on a pro rata basis among all of the Senior Certificates in proportion to
their respective outstanding principal balances or as otherwise provided in the
related Prospectus Supplement.
With respect to certain Realized Losses resulting from physical damage to
Mortgaged Properties which are generally of the same type as are covered under a
Special Hazard Insurance Policy, the amount thereof that may be allocated to the
Subordinate Certificates of the related series may be limited to an amount (the
"Special Hazard Amount") specified in the related Prospectus Supplement. See
"Description of Credit Enhancement-Special Hazard Insurance Policies." If so,
any Special Hazard Losses in excess of the Special Hazard Amount will be
allocated among all outstanding classes of Certificates of the related series,
either on a pro rata basis in proportion to their outstanding principal
balances, or as otherwise provided in the related Prospectus Supplement. The
respective amounts of other specified types of losses (including Fraud Losses
and Bankruptcy Losses) that may be borne solely by the Subordinate Certificates
may be similarly limited to an amount (with respect to Fraud Losses, the "Fraud
Loss Amount" and with respect to Bankruptcy Losses, the "Bankruptcy Amount"),
and the Subordinate Certificates may provide no coverage with respect to certain
other specified types of losses, as described in the related Prospectus
Supplement, in which case such losses would be allocated on a pro rata basis
among all outstanding classes of Certificates. Each of the Special Hazard
Amount, Fraud Loss Amount and Bankruptcy Amount may be subject to periodic
reductions and may be subject to further reduction or termination, without the
consent of the Certificateholders, upon the written confirmation from each
applicable Rating Agency that the then-current rating of the related series of
Certificates will not be adversely affected thereby.
Generally, any allocation of a Realized Loss (including a Special Hazard
Loss) to a Certificate will be made by reducing the outstanding principal
balance thereof as of the Distribution Date following the calendar month in
which such Realized Loss was incurred. At any given time, the percentage of the
outstanding principal balances of all of the Certificates evidenced by the
Senior Certificates is the "Senior Percentage," determined in the manner
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set forth in the related Prospectus Supplement. The "Stated Principal Balance"
of any item of Mortgage Collateral as of any date of determination is equal to
the principal balance thereof as of the Cut-off Date, after application of all
scheduled principal payments due on or before the Cut-off Date, whether received
or not, reduced by all amounts allocable to principal that are distributed to
Certificateholders on or before the date of determination, and as further
reduced to the extent that any Realized Loss thereon has been allocated to any
Certificates on or before such date.
As set forth above, the rights of holders of the various classes of
Certificates of any series to receive distributions of principal and interest is
determined by the aggregate outstanding principal balance of each such class
(or, if applicable, the related notional amount). The outstanding principal
balance of any Certificate will be reduced by all amounts previously distributed
on such Certificate in respect of principal and by any Realized Losses allocated
thereto. If there are no Realized Losses or Principal Prepayments on any item of
Mortgage Collateral, the respective rights of the holders of Certificates of any
series to future distributions generally would not change. However, to the
extent set forth in the related Prospectus Supplement, holders of Senior
Certificates may be entitled to receive a disproportionately larger amount of
prepayments received during certain specified periods, which will have the
effect (absent offsetting losses) of accelerating the amortization of the Senior
Certificates and increasing the respective percentage ownership interest
evidenced by the Subordinate Certificates in the related Trust Fund (with a
corresponding decrease in the Senior Percentage), thereby preserving the
availability of the subordination provided by the Subordinate Certificates. In
addition, as set forth above, certain Realized Losses generally will be
allocated first to Subordinate Certificates by reduction of the outstanding
principal balance thereof, which will have the effect of increasing the
respective ownership interest evidenced by the Senior Certificates in the
related Trust Fund.
If so provided in the related Prospectus Supplement, certain amounts
otherwise payable on any Distribution Date to holders of Subordinate
Certificates may be deposited into a Reserve Fund. Amounts held in any Reserve
Fund may be applied as described under "Description of Credit
Enhancement-Reserve Funds" and in the related Prospectus Supplement.
With respect to any Senior/Subordinate Series, the terms and provisions of
the subordination may vary from those described above. Any such variation and
any additional credit enhancement will be described in the related Prospectus
Supplement.
Overcollateralization
If so specified in the related Prospectus Supplement, interest collections
on the Mortgage Collateral may exceed interest payments on the Certificates for
the related Distribution Date. To the extent such excess interest is applied as
principal payments on the Certificates, the effect will be to reduce the
principal balance of the Certificates relative to the outstanding balance of the
Mortgage Loans, thereby creating "Overcollateralization" and additional
protection to the Certificateholders, as specified in the related Prospectus
Supplement.
DESCRIPTION OF CREDIT ENHANCEMENT
General
Credit support with respect to each series of Certificates may be comprised
of one or more of the following components. Each component will have a dollar
limit and will provide coverage with respect to Realized Losses that are (i)
attributable to the Mortgagor's failure to make any payment of principal or
interest as required under the Mortgage Note or Contract, but not including
Special Hazard Losses, Extraordinary Losses or other losses resulting from
damage to a Mortgaged Property, Bankruptcy Losses or Fraud Losses (any such
losses, "Defaulted Mortgage Losses"); (ii) of a type generally covered by a
Special Hazard Insurance Policy (any such losses, "Special Hazard Losses");
(iii) attributable to certain actions which may be taken by a bankruptcy court
in connection with a Mortgage Loan, including a reduction by a bankruptcy court
of the principal balance of or the Mortgage Rate on a Mortgage Loan or Contract
or an extension of its maturity (any such losses, "Bankruptcy Losses"); and (iv)
incurred on defaulted Mortgage Loans or Contracts as to which there was fraud in
the origination of such Mortgage Loans or Contracts (any such losses, "Fraud
Losses").
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Unless otherwise specified in the related Prospectus Supplement, credit
support will not provide protection against all risks of loss and will not
guarantee repayment of the entire outstanding principal balance of the
Certificates and interest thereon. If losses occur which exceed the amount
covered by credit support or which are not covered by the credit support,
Certificateholders will bear their allocable share of deficiencies. In
particular, Defaulted Mortgage Losses, Special Hazard Losses, Bankruptcy Losses
and Fraud Losses in excess of the amount of coverage provided therefor and
losses occasioned by war, civil insurrection, certain governmental actions,
nuclear reaction and certain other risks ("Extraordinary Losses") will not be
covered. To the extent that the credit enhancement for any series of
Certificates is exhausted, the Certificateholders will bear all further risks of
loss not otherwise insured against.
As set forth below and in the related Prospectus Supplement, (i) coverage
with respect to Defaulted Mortgage Losses may be provided by a Mortgage Pool
Insurance Policy or Contract Pool Insurance Policy, (ii) coverage with respect
to Special Hazard Losses may be provided by a Special Hazard Insurance Policy,
(iii) coverage with respect to Bankruptcy Losses may be provided by a Bankruptcy
Bond and (iv) coverage with respect to Fraud Losses may be provided by a
Mortgage Pool Insurance Policy or mortgage repurchase bond. In addition, if so
specified in the applicable Prospectus Supplement, in lieu of or in addition to
any or all of the foregoing arrangements, credit enhancement may be in the form
of a Reserve Fund to cover such losses, in the form of subordination of one or
more classes of Certificates or Overcollateralization, each as described under
"Subordination," or in the form of a Certificate Insurance Policy, a Letter of
Credit, surety bonds or other types of insurance policies, certain other secured
or unsecured corporate guarantees or in such other form as may be described in
the related Prospectus Supplement, or in the form of a combination of two or
more of the foregoing. The credit support may be provided by an assignment of
the right to receive certain cash amounts, a deposit of cash into a Reserve Fund
or other pledged assets, or by banks, insurance companies, guarantees or any
combination thereof identified in the related Prospectus Supplement. Credit
support may also be provided in the form of an insurance policy covering the
risk of collection and adequacy of any Additional Collateral provided in
connection with any Additional Collateral Loan, subject to the limitations set
forth in any such insurance policy. As set forth in the Pooling and Servicing
Agreement, credit support may apply to all of the Mortgage Loans or to certain
Mortgage Loans contained in a Mortgage Pool.
Each Prospectus Supplement will include a description of (a) the amount
payable under the credit enhancement arrangement, if any, provided with respect
to a series, (b) any conditions to payment thereunder not otherwise described
herein, (c) the conditions under which the amount payable under such credit
support may be reduced and under which such credit support may be terminated or
replaced and (d) the material provisions of any agreement relating to such
credit support. Additionally, each such Prospectus Supplement will set forth
certain information with respect to the issuer of any third-party credit
enhancement.
The descriptions of any insurance policies, bonds or other instruments
described in this Prospectus or any Prospectus Supplement and the coverage
thereunder do not purport to be complete and are qualified in their entirety by
reference to the actual forms of such policies, copies of which will be exhibits
to the Current Report on Form 8-K to be filed with the Securities and Exchange
Commission in connection with the issuance of the related series of
Certificates.
Letters of Credit
If any component of credit enhancement as to any series of Certificates is
to be provided by a letter of credit (the "Letter of Credit"), a bank (the
"Letter of Credit Bank") will deliver to the Trustee an irrevocable Letter of
Credit. The Letter of Credit may provide direct coverage with respect to the
Mortgage Collateral. The Letter of Credit Bank, the amount available under the
Letter of Credit with respect to each component of credit enhancement, the
expiration date of the Letter of Credit, and a more detailed description of the
Letter of Credit will be specified in the related Prospectus Supplement. On or
before each Distribution Date, the Letter of Credit Bank will be required to
make certain payments after notification from the Trustee, to be deposited in
the related Certificate Account with respect to the coverage provided thereby.
The Letter of Credit may also provide for the payment of Advances.
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Mortgage Pool Insurance Policies
Any pool-wide insurance policy covering losses on Mortgage Loans (each, a
"Mortgage Pool Insurance Policy") obtained by the Company for a Trust Fund will
be issued by the insurer named in the related Prospectus Supplement (the "Pool
Insurer"). Each Mortgage Pool Insurance Policy, subject to the limitations
described below and in the Prospectus Supplement, if any, will cover Defaulted
Mortgage Losses in an amount specified in the applicable Prospectus Supplement.
As set forth under "--Maintenance of Credit Enhancement" below, the Master
Servicer, Servicer or Certificate Administrator, as applicable, will use its
best reasonable efforts to maintain the Mortgage Pool Insurance Policy and to
present claims thereunder to the Pool Insurer on behalf of itself, the Trustee
and the Certificateholders. The Mortgage Pool Insurance Policies, however, are
not blanket policies against loss, since claims thereunder may only be made
respecting particular defaulted Mortgage Loans and only upon satisfaction of
certain conditions precedent described below. Unless specified in the related
Prospectus Supplement, the Mortgage Pool Insurance Policies may not cover losses
due to a failure to pay or denial of a claim under a Primary Insurance Policy,
irrespective of the reason therefor.
Each Mortgage Pool Insurance Policy will provide that no claims may be
validly presented thereunder unless, among other things, (i) any required
Primary Insurance Policy is in effect for the defaulted Mortgage Loan and a
claim thereunder has been submitted and settled, (ii) hazard insurance on the
property securing such Mortgage Loan has been kept in force and real estate
taxes and other protection and preservation expenses have been paid by the
Master Servicer, Servicer or Sub-Servicer, (iii) if there has been physical loss
or damage to the Mortgaged Property, it has been restored to its condition
(reasonable wear and tear excepted) at the Cut-off Date and (iv) the insured has
acquired good and merchantable title to the Mortgaged Property free and clear of
liens except certain permitted encumbrances. Upon satisfaction of these
conditions, the Pool Insurer will have the option either (a) to purchase the
property securing the defaulted Mortgage Loan at a price equal to the
outstanding principal balance thereof plus accrued and unpaid interest at the
applicable Mortgage Rate to the date of purchase and certain expenses incurred
by the Master Servicer, Servicer or Sub-Servicer on behalf of the Trustee and
Certificateholders, or (b) to pay the amount by which the sum of the outstanding
principal balance of the defaulted Mortgage Loan plus accrued and unpaid
interest at the Mortgage Rate to the date of payment of the claim and the
aforementioned expenses exceeds the proceeds received from an approved sale of
the Mortgaged Property, in either case net of certain amounts paid or assumed to
have been paid under any related Primary Insurance Policy. Certificateholders
will experience a shortfall in the amount of interest payable on the related
Certificates in connection with the payment of claims under a Mortgage Pool
Insurance Policy because the Pool Insurer is only required to remit unpaid
interest through the date a claim is paid rather than through the end of the
month in which such claim is paid. In addition, the Certificateholders will also
experience losses with respect to the related Certificates in connection with
payments made under a Mortgage Pool Insurance Policy to the extent that the
Master Servicer, Servicer or Sub-Servicer expends funds to cover unpaid real
estate taxes or to repair the related Mortgaged Property in order to make a
claim under a Mortgage Pool Insurance Policy, as those amounts will not be
covered by payments under such policy and will be reimbursable to the Master
Servicer, Servicer or Sub-Servicer from funds otherwise payable to the
Certificateholders. If any Mortgaged Property securing a defaulted Mortgage Loan
is damaged and proceeds, if any (see "--Special Hazard Insurance Policies" below
for risks which are not covered by such policies), from the related hazard
insurance policy or applicable Special Hazard Instrument are insufficient to
restore the damaged property to a condition sufficient to permit recovery under
the Mortgage Pool Insurance Policy, the Master Servicer, Servicer or
Sub-Servicer is not required to expend its own funds to restore the damaged
property unless it determines that (a) such restoration will increase the
proceeds to Certificateholders on liquidation of the Mortgage Loan after
reimbursement of the Master Servicer, Servicer or Sub-Servicer for its expenses
and (b) such expenses will be recoverable by it through Liquidation Proceeds or
Insurance Proceeds.
Unless otherwise specified in the related Prospectus Supplement, a Mortgage
Pool Insurance Policy (and certain Primary Insurance Policies) will likely not
insure against loss sustained by reason of a default arising from, among other
things, (i) fraud or negligence in the origination or servicing of a Mortgage
Loan, including misrepresentation by the Mortgagor, the Mortgage Collateral
Seller or other persons involved in the origination thereof, or (ii) failure to
construct a Mortgaged Property in accordance with plans and specifications.
Depending upon the nature of the event, a breach of representation made by a
Mortgage Collateral Seller may also have occurred. Such a breach,
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unless otherwise specified in the related Prospectus Supplement, would not give
rise to a repurchase obligation on the part of the Company or Residential
Funding.
The original amount of coverage under each Mortgage Pool Insurance Policy
will be reduced over the life of the related series of Certificates by the
aggregate amount of claims paid less the aggregate of the net amounts realized
by the Pool Insurer upon disposition of all foreclosed properties. The amount of
claims paid includes certain expenses incurred by the Master Servicer, Servicer
or Sub-Servicer as well as accrued interest on delinquent Mortgage Loans to the
date of payment of the claim. See "Certain Legal Aspects of Mortgage Loans and
Contracts--Foreclosure." Accordingly, if aggregate net claims paid under any
Mortgage Pool Insurance Policy reach the original policy limit, coverage under
that Mortgage Pool Insurance Policy will be exhausted and any further losses
will be borne by the related Certificateholders. In addition, unless the Master
Servicer or Servicer determines that an Advance in respect of a delinquent
Mortgage Loan would be recoverable to it from the proceeds of the liquidation of
such Mortgage Loan or otherwise, the Master Servicer or Servicer would not be
obligated to make an Advance respecting any such delinquency since the Advance
would not be ultimately recoverable to it from either the Mortgage Pool
Insurance Policy or from any other related source. See "Description of the
Certificates--Advances."
Since each Mortgage Pool Insurance Policy will require that the property
subject to a defaulted Mortgage Loan be restored to its original condition prior
to claiming against the Pool Insurer, such policy will not provide coverage
against hazard losses. As set forth under "Insurance Policies on Mortgage Loans
or Contracts-Standard Hazard Insurance on Mortgaged Properties," the hazard
policies covering the Mortgage Loans typically exclude from coverage physical
damage resulting from a number of causes and, even when the damage is covered,
may afford recoveries which are significantly less than full replacement cost of
such losses. Additionally, no coverage in respect of Special Hazard Losses,
Fraud Losses or Bankruptcy Losses will cover all risks, and the amount of any
such coverage will be limited. See "--Special Hazard Insurance Policies" below.
As a result, certain hazard risks will not be insured against and may be borne
by Certificateholders.
Contract Pools may be covered by pool insurance policies (each, a "Contract
Pool Insurance Policy") that are similar to the Mortgage Pool Insurance Policies
described above.
Special Hazard Insurance Policies
Any insurance policy covering Special Hazard Losses (a "Special Hazard
Insurance Policy") obtained for a Trust Fund will be issued by the insurer named
in the related Prospectus Supplement (the "Special Hazard Insurer"). Each
Special Hazard Insurance Policy, subject to limitations described below and in
the related Prospectus Supplement, if any, will protect the related
Certificateholders from Special Hazard Losses which are (i) losses due to direct
physical damage to a Mortgaged Property other than any loss of a type covered by
a hazard insurance policy or a flood insurance policy, if applicable, and (ii)
losses from partial damage caused by reason of the application of the
co-insurance clauses contained in hazard insurance policies. See "Insurance
Policies on Mortgage Loans or Contracts." A Special Hazard Insurance Policy will
not cover losses occasioned by war, civil insurrection, certain governmental
actions, errors in design, faulty workmanship or materials (except under certain
circumstances), nuclear reaction, chemical contamination or waste by the
Mortgagor. Aggregate claims under a Special Hazard Insurance Policy will be
limited to the amount set forth in the related Pooling and Servicing Agreement
and will be subject to reduction as set forth in such related Pooling and
Servicing Agreement. A Special Hazard Insurance Policy will provide that no
claim may be paid unless hazard and, if applicable, flood insurance on the
property securing the Mortgage Loan or Contract has been kept in force and other
protection and preservation expenses have been paid by the Master Servicer or
Servicer.
Subject to the foregoing limitations, a Special Hazard Insurance Policy
will provide that, where there has been damage to property securing a foreclosed
Mortgage Loan (title to which has been acquired by the insured) and to the
extent such damage is not covered by the hazard insurance policy or flood
insurance policy, if any, maintained by the Mortgagor or the Master Servicer,
Servicer or Sub-Servicer, the insurer will pay the lesser of (i) the cost of
repair or replacement of such property or (ii) upon transfer of the property to
the insurer, the unpaid principal balance of such Mortgage Loan or Contract at
the time of acquisition of such property by foreclosure or deed in
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lieu of foreclosure, plus accrued interest at the Mortgage Rate to the date of
claim settlement and certain expenses incurred by the Master Servicer, Servicer
or Sub-Servicer with respect to such property. If the property is transferred to
a third party in a sale approved by the Special Hazard Insurer, the amount that
the Special Hazard Insurer will pay will be the amount under (ii) above reduced
by the net proceeds of the sale of the property. If the unpaid principal balance
plus accrued interest and certain expenses is paid by the Special Hazard
Insurer, the amount of further coverage under the related Special Hazard
Insurance Policy will be reduced by such amount less any net proceeds from the
sale of the property. Any amount paid as the cost of repair of the property will
further reduce coverage by such amount. Restoration of the property with the
proceeds described under (i) above will satisfy the condition under each
Mortgage Pool Insurance Policy or Contract Pool Insurance Policy that the
property be restored before a claim under such policy may be validly presented
with respect to the defaulted Mortgage Loan or Contract secured by such
property. The payment described under (ii) above will render presentation of a
claim in respect of such Mortgage Loan or Contract under the related Mortgage
Pool Insurance Policy or Contract Pool Insurance Policy unnecessary. Therefore,
so long as a Mortgage Pool Insurance Policy or Contract Pool Insurance Policy
remains in effect, the payment by the insurer under a Special Hazard Insurance
Policy of the cost of repair or of the unpaid principal balance of the related
Mortgage Loan or Contract plus accrued interest and certain expenses will not
affect the total Insurance Proceeds paid to Certificateholders, but will affect
the relative amounts of coverage remaining under the related Special Hazard
Insurance Policy and Mortgage Pool Insurance Policy or Contract Pool Insurance
Policy.
To the extent set forth in the related Prospectus Supplement, coverage in
respect of Special Hazard Losses for a series of Certificates may be provided,
in whole or in part, by a type of special hazard coverage other than a Special
Hazard Insurance Policy or by means of a representation of the Company or
Residential Funding.
Bankruptcy Bonds
In the event of a personal bankruptcy of a Mortgagor, a bankruptcy court
may establish the value of the Mortgaged Property of such Mortgagor (and, if
specified in the related Prospectus Supplement, any related Additional
Collateral) at an amount less than the then outstanding principal balance of the
Mortgage Loan or Contract secured by such Mortgaged Property (such difference, a
"Deficient Valuation"). The amount of the secured debt could then be reduced to
such value and, thus, the holder of such Mortgage Loan or Contract would become
an unsecured creditor to the extent the outstanding principal balance of such
Mortgage Loan or Contract exceeds the value assigned to the Mortgaged Property
(and any related Additional Collateral) by the bankruptcy court. In addition,
certain other modifications of the terms of a Mortgage Loan or Contract can
result from a bankruptcy proceeding, including a reduction in the amount of the
Monthly Payment on the related Mortgage Loan (a "Debt Service Reduction"). See
"Certain Legal Aspects of Mortgage Loans and Contracts--Mortgage
Loans--Anti-Deficiency Legislation and Other Limitations on Lenders." Any
Bankruptcy Bond to provide coverage for Bankruptcy Losses resulting from
proceedings under the federal Bankruptcy Code obtained for a Trust Fund will be
issued by an insurer named in the related Prospectus Supplement. The level of
coverage under each Bankruptcy Bond will be set forth in the related Prospectus
Supplement.
Reserve Funds
If so specified in the related Prospectus Supplement, the Company will
deposit or cause to be deposited in an account (a "Reserve Fund") any
combination of cash or Permitted Investments in specified amounts, or any other
instrument satisfactory to the Rating Agency or Agencies, which will be applied
and maintained in the manner and under the conditions specified in such
Prospectus Supplement. In the alternative or in addition to such deposit, to the
extent described in the related Prospectus Supplement, a Reserve Fund may be
funded through application of all or a portion of amounts otherwise payable on
any related Subordinate Certificates, from the Excess Spread, Excluded Spread or
otherwise. To the extent that the funding of the Reserve Fund is dependent on
amounts otherwise payable on related Subordinate Certificates, Excess Spread,
Excluded Spread or other cash flows attributable to the related Mortgage Loans
or on reinvestment income, the Reserve Fund may provide less coverage than
initially expected if the cash flows or reinvestment income on which such
funding is dependent are lower than anticipated. With respect to any series of
Certificates as to which credit enhancement includes a Letter of Credit, if so
specified in the related Prospectus Supplement, under certain circumstances the
remaining amount of the Letter
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of Credit may be drawn by the Trustee and deposited in a Reserve Fund. Amounts
in a Reserve Fund may be distributed to Certificateholders, or applied to
reimburse the Master Servicer or Servicer for outstanding Advances, or may be
used for other purposes, in the manner and to the extent specified in the
related Prospectus Supplement. Unless otherwise specified in the related
Prospectus Supplement, any such Reserve Fund will not be deemed to be part of
the related Trust Fund. A Reserve Fund may provide coverage to more than one
series of Certificates, if set forth in the related Prospectus Supplement.
Unless otherwise specified in the related Prospectus Supplement, the
Trustee will have a perfected security interest for the benefit of the
Certificateholders in the assets in the Reserve Fund. However, to the extent
that the Company, any affiliate thereof or any other entity has an interest in
any Reserve Fund, in the event of the bankruptcy, receivership or insolvency of
such entity, there could be delays in withdrawals from the Reserve Fund and the
corresponding payments to the Certificateholders. Such delays could adversely
affect the yield to investors on the related Certificates.
Amounts deposited in any Reserve Fund for a series will be invested in
Permitted Investments by, or at the direction of, and for the benefit of a
Servicer, the Master Servicer, the Certificate Administrator or any other person
named in the related Prospectus Supplement.
Certificate Insurance Policies
If so specified in the related Prospectus Supplement, the Company may
obtain one or more certificate insurance policies (each, a "Certificate
Insurance Policy"), issued by insurers acceptable to the Rating Agency or
Agencies rating the Certificates offered pursuant to such Prospectus Supplement,
insuring the holders of one or more classes of Certificates the payment of
amounts due in accordance with the terms of such class or classes of
Certificates. Any Certificate Insurance Policy will have the characteristics
described in and will be subject to such limitations and exceptions as set forth
in the related Prospectus Supplement.
Surety Bonds
If so specified in the related Prospectus Supplement, the Company may
obtain one or more surety bonds (each, a "Surety Bond"), issued by insurers
acceptable to the Rating Agency or Agencies rating the Certificates offered
pursuant to such Prospectus Supplement, insuring the holders of one or more
classes of Certificates the payment of amounts due in accordance with the terms
of such class or classes of Certificates. Any surety bond will have the
characteristics described in and will be subject to such limitations and
exceptions as set forth in the related Prospectus Supplement.
Maintenance of Credit Enhancement
If credit enhancement has been obtained for a series of Certificates, the
Master Servicer, the Servicer or the Certificate Administrator will be obligated
to exercise its best reasonable efforts to keep or cause to be kept such credit
enhancement in full force and effect throughout the term of the applicable
Pooling and Servicing Agreement or Trust Agreement, unless coverage thereunder
has been exhausted through payment of claims or otherwise, or substitution
therefor is made as described below under "--Reduction or Substitution of Credit
Enhancement." The Master Servicer, the Servicer or the Certificate
Administrator, as applicable, on behalf of itself, the Trustee and
Certificateholders, will be required to provide information required for the
Trustee to draw under any applicable credit enhancement.
Unless otherwise specified in the related Prospectus Supplement, the Master
Servicer, the Servicer or the Certificate Administrator will agree to pay the
premiums for each Mortgage Pool Insurance Policy, Contract Pool Insurance
Policy, Special Hazard Insurance Policy, Bankruptcy Bond, Certificate Insurance
Policy or Surety Bond, as applicable, on a timely basis. In the event the
related insurer ceases to be a "Qualified Insurer" because it ceases to be
qualified under applicable law to transact such insurance business or coverage
is terminated for any reason other than exhaustion of such coverage, the Master
Servicer, the Servicer or the Certificate Administrator will use its best
reasonable efforts to obtain from another Qualified Insurer a comparable
replacement insurance policy or
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bond with a total coverage equal to the then outstanding coverage of such policy
or bond. If the cost of the replacement policy is greater than the cost of such
policy or bond, the coverage of the replacement policy or bond will, unless
otherwise agreed to by the Company, be reduced to a level such that its premium
rate does not exceed the premium rate on the original insurance policy. In the
event that the Pool Insurer ceases to be a Qualified Insurer because it ceases
to be approved as an insurer by Freddie Mac, Fannie Mae or any successor entity,
the Master Servicer, the Servicer or the Certificate Administrator, as
applicable, will review, not less often than monthly, the financial condition of
the Pool Insurer with a view toward determining whether recoveries under the
Mortgage Pool Insurance Policy or Contract Pool Insurance Policy are jeopardized
for reasons related to the financial condition of the Pool Insurer. If the
Master Servicer, the Servicer or the Certificate Administrator determines that
recoveries are so jeopardized, it will exercise its best reasonable efforts to
obtain from another Qualified Insurer a replacement insurance policy as
described above, subject to the same cost limit. Any losses in market value of
the Certificates associated with any reduction or withdrawal in rating by an
applicable Rating Agency shall be borne by the Certificateholders.
If any property securing a defaulted Mortgage Loan or Contract is damaged
and proceeds, if any, from the related hazard insurance policy or any applicable
Special Hazard Insurance Policy are insufficient to restore the damaged property
to a condition sufficient to permit recovery under any Letter of Credit,
Mortgage Pool Insurance Policy, Contract Pool Insurance Policy or any related
Primary Insurance Policy, the Master Servicer or the Servicer, as applicable, is
not required to expend its own funds to restore the damaged property unless it
determines (i) that such restoration will increase the proceeds to one or more
classes of Certificateholders on liquidation of the Mortgage Loan after
reimbursement of the Master Servicer or the Servicer, as applicable, for its
expenses and (ii) that such expenses will be recoverable by it through
Liquidation Proceeds or Insurance Proceeds. If recovery under any Letter of
Credit, Mortgage Pool Insurance Policy, Contract Pool Insurance Policy, other
credit enhancement or any related Primary Insurance Policy is not available
because the Master Servicer or the Servicer, as applicable, has been unable to
make the above determinations, has made such determinations incorrectly or
recovery is not available for any other reason, the Master Servicer or the
Servicer, as applicable, is nevertheless obligated to follow such normal
practices and procedures (subject to the preceding sentence) as it deems
necessary or advisable to realize upon the defaulted Mortgage Loan and in the
event such determination has been incorrectly made, is entitled to reimbursement
of its expenses in connection with such restoration.
Reduction or Substitution of Credit Enhancement
Unless otherwise specified in the Prospectus Supplement, the amount of
credit support provided with respect to any series of Certificates may be
reduced under certain specified circumstances. In most cases, the amount
available as credit support will be subject to periodic reduction on a
non-discretionary basis in accordance with a schedule or formula set forth in
the related Pooling and Servicing Agreement or Trust Agreement. Additionally, in
most cases, such credit support may be replaced, reduced or terminated, and the
formula used in calculating the amount of coverage with respect to Bankruptcy
Losses, Special Hazard Losses or Fraud Losses may be changed, without the
consent of the Certificateholders, upon the written assurance from each
applicable Rating Agency that the then-current rating of the related series of
Certificates will not be adversely affected thereby. Furthermore, in the event
that the credit rating of any obligor under any applicable credit enhancement is
downgraded, the credit rating of each class of the related Certificates may be
downgraded to a corresponding level, and, unless otherwise specified in the
related Prospectus Supplement, the Master Servicer, the Servicer or the
Certificate Administrator, as applicable, will not be obligated to obtain
replacement credit support in order to restore the rating of the Certificates.
The Master Servicer, the Servicer or the Certificate Administrator, as
applicable, will also be permitted to replace such credit support with other
credit enhancement instruments issued by obligors whose credit ratings are
equivalent to such downgraded level and in lower amounts which would satisfy
such downgraded level, provided that the then-current rating of each class of
the related series of Certificates is maintained. Where the credit support is in
the form of a Reserve Fund, a permitted reduction in the amount of credit
enhancement will result in a release of all or a portion of the assets in the
Reserve Fund to the Company, the Master Servicer or such other person that is
entitled thereto. Any assets so released will not be available for distributions
in future periods.
OTHER FINANCIAL OBLIGATIONS RELATED TO THE CERTIFICATES
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Swaps and Yield Supplement Agreements
The Trustee on behalf of the Trust may enter into interest rate swaps and
related caps, floors and collars to minimize the risk of Certificateholders from
adverse changes in interest rates (collectively, "Swaps"), and other yield
supplement agreements or similar yield maintenance arrangements that do not
involve swap agreements or other notional principal contracts (collectively,
"Yield Supplement Agreements").
An interest rate Swap is an agreement between two parties
("Counterparties") to exchange a stream of interest payments on an agreed
hypothetical or "notional" principal amount. No principal amount is exchanged
between the Counterparties to an interest rate Swap. In the typical Swap, one
party agrees to pay a fixed rate on a notional principal amount, while the
Counterparty pays a floating rate based on one or more reference interest rates
such as the London Interbank Offered Rate ("LIBOR"), a specified bank's prime
rate or U.S. Treasury Bill rates. Interest rate Swaps also permit Counterparties
to exchange a floating rate obligation based upon one reference interest rate
(such as LIBOR) for a floating rate obligation based upon another referenced
interest rate (such as U.S.
Treasury Bill rates).
The Swap market has grown substantially in recent years with a significant
number of banks and financial service firms acting both as principals and as
agents utilizing standardized Swap documentation. Caps, floors and collars are
more recent innovations, and they are less liquid than other Swaps.
Yield Supplement Agreements may be entered into to supplement the interest
rate or rates on one or more classes of the Certificates of any series.
There can be no assurance that the Trust will be able to enter into or
offset Swaps or enter into Yield Supplement Agreements at any specific time or
at prices or on other terms that are advantageous. In addition, although the
terms of the Swaps and Yield Supplement Agreements may provide for termination
under certain circumstances, there can be no assurance that the Trust will be
able to terminate a Swap or Yield Supplement Agreement when it would be
economically advantageous to the Trust Fund to do so.
Purchase Obligations
Certain types of Mortgage Collateral and certain classes of Certificates of
any series, as specified in the related Prospectus Supplement, may be subject to
a purchase obligation (a "Purchase Obligation") that would become applicable on
one or more specified dates, or upon the occurrence of one or more specified
events, or on demand made by or on behalf of the applicable Certificateholders.
A Purchase Obligation may be in the form of a conditional or unconditional
purchase commitment, liquidity facility, maturity guaranty, put option or demand
feature. The terms and conditions of each Purchase Obligation, including the
purchase price, timing and payment procedure, will be described in the related
Prospectus Supplement. A Purchase Obligation with respect to Mortgage Collateral
may apply to that Mortgage Collateral or to the related Certificates. Each
Purchase Obligation may be a secured or unsecured obligation of the provider
thereof, which may include a bank or other financial institution or an insurance
company. Each Purchase Obligation will be evidenced by an instrument delivered
to the Trustee for the benefit of the applicable Certificateholders of the
related series. Each Purchase Obligation with respect to Mortgage Collateral
will be payable solely to the Trustee for the benefit of the Certificateholders
of the related series. Other Purchase Obligations may be payable to the Trustee
or directly to the holders of the Certificates to which such obligations relate.
INSURANCE POLICIES ON MORTGAGE LOANS OR CONTRACTS
Each Mortgage Loan or Contract will be required to be covered by a hazard
insurance policy (as described below) and, in certain cases, a Primary Insurance
Policy. In addition, FHA Loans and VA Loans will be covered by the government
mortgage insurance programs described below. The descriptions of any insurance
policies set forth in this Prospectus or any Prospectus Supplement and the
coverage thereunder do not purport to be complete and are qualified in their
entirety by reference to such forms of policies.
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Primary Mortgage Insurance Policies
Unless otherwise specified in the related Prospectus Supplement, (i) each
Mortgage Loan having a Loan-to- Value Ratio at origination of over 80% (except
in the case of certain borrowers with acceptable credit histories) will be
covered by a primary mortgage guaranty insurance policy (a "Primary Insurance
Policy") insuring against default on such Mortgage Loan as to at least the
principal amount thereof exceeding 75% of the Appraised Value of the Mortgaged
Property at origination of the Mortgage Loan, unless and until the principal
balance of the Mortgage Loan is reduced to a level that would produce a
Loan-to-Value Ratio equal to or less than 80%, and (ii) the Company or the
related Mortgage Collateral Seller will represent and warrant that, to the best
of such entity's knowledge, such Mortgage Loans are so covered. Unless otherwise
specified in the Prospectus Supplement, the Company will have the ability to
cancel any Primary Insurance Policy if the Loan-to-Value Ratio of the Mortgage
Loan is reduced below 80% (or a lesser specified percentage) based on an
appraisal of the Mortgaged Property after the related Closing Date or as a
result of principal payments that reduce the principal balance of the Mortgage
Loan after such Closing Date. Mortgage Loans which are subject to negative
amortization will only be covered by a Primary Insurance Policy if such coverage
was so required upon their origination, notwithstanding that subsequent negative
amortization may cause such Mortgage Loan's Loan-to-Value Ratio (based on the
then-current balance) to subsequently exceed the limits which would have
required such coverage upon their origination. Primary Insurance Policies may be
required to be obtained and paid for by the Mortgagor, or may be paid for by the
Servicer.
While the terms and conditions of the Primary Insurance Policies issued by
one primary mortgage guaranty insurer (a "Primary Insurer") will differ from
those in Primary Insurance Policies issued by other Primary Insurers, each
Primary Insurance Policy generally will pay either: (i) the insured percentage
of the loss on the related Mortgaged Property; (ii) the entire amount of such
loss, after receipt by the Primary Insurer of good and merchantable title to,
and possession of, the Mortgaged Property; or (iii) at the option of the Primary
Insurer under certain Primary Insurance Policies, the sum of the delinquent
monthly payments plus any advances made by the insured, both to the date of the
claim payment and, thereafter, monthly payments in the amount that would have
become due under the Mortgage Loan if it had not been discharged plus any
advances made by the insured until the earlier of (a) the date the Mortgage Loan
would have been discharged in full if the default had not occurred or (b) an
approved sale. The amount of the loss as calculated under a Primary Insurance
Policy covering a Mortgage Loan will generally consist of the unpaid principal
amount of such Mortgage Loan and accrued and unpaid interest thereon and
reimbursement of certain expenses, less (i) rents or other payments received by
the insured (other than the proceeds of hazard insurance) that are derived from
the related Mortgaged Property, (ii) hazard insurance proceeds received by the
insured in excess of the amount required to restore such Mortgaged Property and
which have not been applied to the payment of the Mortgage Loan, (iii) amounts
expended but not approved by the Primary Insurer, (iv) claim payments previously
made on such Mortgage Loan and (v) unpaid premiums and certain other amounts.
As conditions precedent to the filing or payment of a claim under a Primary
Insurance Policy, in the event of default by the Mortgagor, the insured will
typically be required, among other things, to: (i) advance or discharge (a)
hazard insurance premiums and (b) as necessary and approved in advance by the
Primary Insurer, real estate taxes, protection and preservation expenses and
foreclosure and related costs; (ii) in the event of any physical loss or damage
to the Mortgaged Property, have the Mortgaged Property restored to at least its
condition at the effective date of the Primary Insurance Policy (ordinary wear
and tear excepted); and (iii) tender to the Primary Insurer good and
merchantable title to, and possession of, the Mortgaged Property.
The Pooling and Servicing Agreement for a series generally will require
that, to the extent that coverage is available and for so long as a Primary
Insurance Policy is required to be maintained, the Master Servicer or Servicer
shall maintain, or cause to be maintained, coverage under a Primary Insurance
Policy to the extent such coverage was in place on the Cut-off Date and the
Master Servicer had knowledge of such Primary Insurance Policy. In the event
that the Company gains knowledge that, as of the Closing Date, a Mortgage Loan
had a Loan-to-Value Ratio at origination in excess of 80% and was not the
subject of a Primary Insurance Policy (and was not included in any exception to
such standard disclosed in the related Prospectus Supplement) and that such
Mortgage Loan has a then current Loan-to-Value Ratio in excess of 80%, then the
Master Servicer or the Servicer is required to use its
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reasonable efforts to obtain and maintain a Primary Insurance Policy to the
extent that such a policy is obtainable at a reasonable price.
Any primary mortgage insurance or primary credit insurance policies
relating to Contracts will be described in the related Prospectus Supplement.
Standard Hazard Insurance on Mortgaged Properties
The terms of the Mortgage Loans (other than Cooperative Loans) require each
Mortgagor to maintain a hazard insurance policy covering the related Mortgaged
Property and providing for coverage at least equal to that of the standard form
of fire insurance policy with extended coverage customary in the state in which
the property is located.
Such coverage generally will be in an amount equal to the lesser of the
principal balance of such Mortgage Loan or 100% of the insurable value of the
improvements securing the Mortgage Loan. The Pooling and Servicing Agreement
will provide that the Master Servicer or Servicer shall cause such hazard
policies to be maintained or shall obtain a blanket policy insuring against
losses on the Mortgage Loans. The ability of the Master Servicer or Servicer to
ensure that hazard insurance proceeds are appropriately applied may be dependent
on its being named as an additional insured under any hazard insurance policy
and under any flood insurance policy referred to below, or upon the extent to
which information in this regard is furnished to the Master Servicer or the
Servicer by Mortgagors or Sub-Servicers.
In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements on the property by fire,
lightning, explosion, smoke, windstorm, hail, riot, strike and civil commotion,
subject to the conditions and exclusions specified in each policy. The policies
relating to the Mortgage Loans will be underwritten by different insurers under
different state laws in accordance with different applicable state forms and
therefore will not contain identical terms and conditions, the basic terms
thereof are dictated by respective state laws. Such policies typically do not
cover any physical damage resulting from the following: war, revolution,
governmental actions, floods and other water-related causes, earth movement
(including earthquakes, landslides and mudflows), nuclear reactions, wet or dry
rot, vermin, rodents, insects or domestic animals, theft and, in certain cases,
vandalism. The foregoing list is merely indicative of certain kinds of uninsured
risks and is not intended to be all-inclusive. Where the improvements securing a
Mortgage Loan are located in a federally designated flood area at the time of
origination of such Mortgage Loan, the Pooling and Servicing Agreement generally
requires the Master Servicer or Servicer to cause to be maintained for each such
Mortgage Loan serviced, flood insurance (to the extent available) in an amount
equal in general to the lesser of the amount required to compensate for any loss
or damage on a replacement cost basis or the maximum insurance available under
the federal flood insurance program.
Since the amount of hazard insurance that Mortgagors are required to
maintain on the improvements securing the Mortgage Loans may decline as the
principal balances owing thereon decrease, and since residential properties have
historically appreciated in value over time, hazard insurance proceeds could be
insufficient to restore fully the damaged property in the event of a partial
loss. See "Subordination" above for a description of when subordination is
provided, the protection (limited to the Special Hazard Amount as described in
the related Prospectus Supplement) afforded by such subordination, and
"Description of Credit Enhancement-Special Hazard Insurance Policies" for a
description of the limited protection afforded by any Special Hazard Insurance
Policy against losses occasioned by hazards which are otherwise uninsured
against.
Standard Hazard Insurance on Manufactured Homes
The terms of the Pooling and Servicing Agreement will require the Servicer
or the Master Servicer, as applicable, to cause to be maintained with respect to
each Contract one or more Standard Hazard Insurance Policies which provide, at a
minimum, the same coverage as a standard form fire and extended coverage
insurance policy that is customary for manufactured housing, issued by a company
authorized to issue such policies in the state in which the Manufactured Home is
located, and in an amount which is not less than the maximum insurable value
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of such Manufactured Home or the principal balance due from the Mortgagor on the
related Contract, whichever is less. Such coverage may be provided by one or
more blanket insurance policies covering losses on the Contracts resulting from
the absence or insufficiency of individual Standard Hazard Insurance Policies.
If a Manufactured Home's location was, at the time of origination of the related
Contract, within a federally designated flood area, the Servicer or the Master
Servicer also will be required to maintain flood insurance.
If the Servicer or the Master Servicer repossesses a Manufactured Home on
behalf of the Trustee, the Servicer or the Master Servicer will either (i)
maintain at its expense hazard insurance with respect to such Manufactured Home
or (ii) indemnify the Trustee against any damage to such Manufactured Home prior
to resale or other disposition.
FHA Mortgage Insurance
The Housing Act authorizes various FHA mortgage insurance programs. Some of
the Mortgage Loans may be insured under either Section 203(b), Section 234 or
Section 235 of the Housing Act. Under Section 203(b), FHA insures mortgage loans
of up to 30 years' duration for the purchase of one- to four-family dwelling
units. Mortgage Loans for the purchase of condominium units are insured by FHA
under Section 234. Loans insured under these programs must bear interest at a
rate not exceeding the maximum rate in effect at the time the loan is made, as
established by HUD, and may not exceed specified percentages of the lesser of
the appraised value of the property and the sales price, less seller paid
closing costs for the property, up to certain specified maximums. In addition,
FHA imposes initial investment minimums and other requirements on mortgage loans
insured under the Section 203(b) and Section 234 programs.
Under Section 235, assistance payments are paid by HUD to the mortgagee on
behalf of eligible mortgagors for as long as the mortgagors continue to be
eligible for the payments. To be eligible, a mortgagor must be part of a family,
have income within the limits prescribed by HUD at the time of initial
occupancy, occupy the property and meet requirements for recertification at
least annually.
The regulations governing these programs provide that insurance benefits
are payable either (i) upon foreclosure (or other acquisition of possession) and
conveyance of the mortgaged premises to HUD or (ii) upon assignment of the
defaulted mortgage loan to HUD. The FHA insurance that may be provided under
these programs upon the conveyance of the home to HUD is equal to 100% of the
outstanding principal balance of the mortgage loan, plus accrued interest, as
described below, and certain additional costs and expenses. When entitlement to
insurance benefits results from assignment of the mortgage loan to HUD, the
insurance payment is computed as of the date of the assignment and includes the
unpaid principal amount of the mortgage loan plus mortgage interest accrued and
unpaid to the assignment date.
When entitlement to insurance benefits results from foreclosure (or other
acquisition of possession) and conveyance, the insurance payment is equal to the
unpaid principal amount of the mortgage loan, adjusted to reimburse the
mortgagee for certain tax, insurance and similar payments made by it and to
deduct certain amounts received or retained by the mortgagee after default, plus
reimbursement not to exceed two-thirds of the mortgagee's foreclosure costs. Any
FHA insurance relating to Contracts underlying a series of Certificates will be
described in the related Prospectus Supplement.
VA Mortgage Guaranty
The Servicemen's Readjustment Act of 1944, as amended, permits a veteran
(or, in certain instances, his or her spouse) to obtain a mortgage loan guaranty
by the VA covering mortgage financing of the purchase of a one- to four-family
dwelling unit to be occupied as the veteran's home at an interest rate not
exceeding the maximum rate in effect at the time the loan is made, as
established by HUD. The program has no limit on the amount of a mortgage loan,
requires no down payment from the purchaser and permits the guaranty of mortgage
loans with terms, limited by the estimated economic life of the property, up to
30 years. The maximum guaranty that may be issued by the VA under this program
is 50% of the original principal amount of the mortgage loan up to a certain
dollar limit established by the VA. The liability on the guaranty is reduced or
increased pro rata with any reduction
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or increase in the amount of indebtedness, but in no event will the amount
payable on the guaranty exceed the amount of the original guaranty.
Notwithstanding the dollar and percentage limitations of the guaranty, a
mortgagee will ordinarily suffer a monetary loss only when the difference
between the unsatisfied indebtedness and the proceeds of a foreclosure sale of
mortgaged premises is greater than the original guaranty as adjusted. The VA
may, at its option, and without regard to the guaranty, make full payment to a
mortgagee of the unsatisfied indebtedness on a mortgage upon its assignment to
the VA.
Since there is no limit imposed by the VA on the principal amount of a
VA-guaranteed mortgage loan but there is a limit on the amount of the VA
guaranty, additional coverage under a Primary Mortgage Insurance Policy may be
required by the Company for VA loans in excess of certain amounts. The amount of
any such additional coverage will be set forth in the related Prospectus
Supplement. Any VA guaranty relating to Contracts underlying a series of
Certificates will be described in the related Prospectus Supplement.
THE COMPANY
The Company is an indirect wholly-owned subsidiary of GMAC Mortgage which
is a wholly-owned subsidiary of General Motors Acceptance Corporation. The
Company was incorporated in the State of Delaware in August 1995. The Company
was organized for the purpose of acquiring mortgage loans and contracts and
issuing securities backed by such mortgage loans or contracts. The Company
anticipates that it will in many cases have acquired Mortgage Loans indirectly
through Residential Funding, which is also an indirect wholly-owned subsidiary
of GMAC Mortgage. The Company does not have, nor is it expected in the future to
have, any significant assets.
The Certificates do not represent an interest in or an obligation of the
Company. The Company's only obligations with respect to a series of Certificates
will be pursuant to certain limited representations and warranties made by the
Company or as otherwise provided in the related Prospectus Supplement.
The Company maintains its principal office at 8400 Normandale Lake
Boulevard, Suite 600, Minneapolis, Minnesota 55437. Its telephone number is
(612) 832-7000.
RESIDENTIAL FUNDING CORPORATION
Unless otherwise specified in the related Prospectus Supplement,
Residential Funding, an affiliate of the Company, will act as the Master
Servicer or Certificate Administrator for each series of Certificates.
Residential Funding buys conventional mortgage loans under several loan
purchase programs from mortgage loan originators or sellers nationwide that meet
its seller/servicer eligibility requirements and services mortgage loans for its
own account and for others. Residential Funding's principal executive offices
are located at 8400 Normandale Lake Boulevard, Suite 600, Minneapolis, Minnesota
55437. Its telephone number is (612) 832-7000. Residential Funding conducts
operations from its headquarters in Minneapolis and from offices located in
California, Florida, Georgia, Maryland and New York. At March 31, 1997,
Residential Funding was master servicing a first lien loan portfolio of
approximately $34.8 billion and a second lien loan portfolio of approximately
$1.8 billion.
THE POOLING AND SERVICING AGREEMENT
As described above under "Description of the Certificates-General," each
series of Certificates will be issued pursuant to a Pooling and Servicing
Agreement or, if the Trust Fund for a series of Certificates contains Agency
Securities, a Trust Agreement. The discussion below covers Pooling and Servicing
Agreements, but its terms are also generally applicable to Trust Agreements. The
following summaries describe certain additional provisions common to each
Pooling and Servicing Agreement and are qualified entirely by reference to the
actual terms of the Pooling and Servicing Agreement for a series of
Certificates.
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Servicing and Administration
The Pooling and Servicing Agreement for a series of Certificates will set
forth the party responsible for performing servicing functions for such series
which may be the Master Servicer or one or more Servicers. If there is more than
one Servicer and there is no Master Servicer, a Certificate Administrator may be
party to the Pooling and Servicing Agreement. The Certificate Administrator will
not be responsible for servicing Mortgage Loans or Contracts and instead will
perform certain specified administrative and reporting functions with regard to
the Trust Fund. In addition, if the Trust Fund for a series of Certificates
contains Agency Securities, generally the Certificate Administrator will perform
collection, administrative and reporting functions pursuant to a Trust Agreement
and no Master Servicer or Servicer will be appointed for such series.
The Master Servicer or any Servicer for a series of Certificates generally
will perform the functions set forth under "Description of the
Certificates-Servicing and Administration of Mortgage Collateral" above.
Events of Default
Events of Default under the Pooling and Servicing Agreement in respect of a
series of Certificates, unless otherwise specified in the Prospectus Supplement,
will include: (i) in the case of a Trust Fund including Mortgage Loans or
Contracts, any failure by the Certificate Administrator, the Master Servicer or
a Servicer (if such Servicer is a party to the Pooling and Servicing Agreement)
to make a required deposit to the Certificate Account or, if the Certificate
Administrator or the Master Servicer is the Paying Agent, to distribute to the
holders of any class of Certificates of such series any required payment which
continues unremedied for five days after the giving of written notice of such
failure to the Master Servicer or the Certificate Administrator, as applicable,
by the Trustee or the Company, or to the Master Servicer, the Certificate
Administrator, the Company and the Trustee by the holders of Certificates of
such class evidencing not less than 25% of the aggregate Percentage Interests
constituting such class; (ii) any failure by the Master Servicer or the
Certificate Administrator, as applicable, duly to observe or perform in any
material respect any other of its covenants or agreements in the Pooling and
Servicing Agreement with respect to such series of Certificates which continues
unremedied for 30 days (15 days in the case of a failure to pay the premium for
any insurance policy which is required to be maintained under the Pooling and
Servicing Agreement) after the giving of written notice of such failure to the
Master Servicer or the Certificate Administrator, as applicable, by the Trustee
or the Company, or to the Master Servicer, the Certificate Administrator, the
Company and the Trustee by the holders of any class of Certificates of such
series evidencing not less than 25% (33% in the case of a Trust Fund including
Agency Securities) of the aggregate Percentage Interests constituting such
class; and (iii) certain events of insolvency, readjustment of debt, marshalling
of assets and liabilities or similar proceedings regarding the Master Servicer
or the Certificate Administrator, as applicable, and certain actions by the
Master Servicer or the Certificate Administrator indicating its insolvency or
inability to pay its obligations. A default pursuant to the terms of any Agency
Securities included in any Trust Fund will not constitute an Event of Default
under the related Pooling and Servicing Agreement.
Rights Upon Event of Default
So long as an Event of Default remains unremedied, either the Company or
the Trustee may, and, at the direction of the holders of Certificates evidencing
not less than 51% of the aggregate voting rights in the related Trust Fund, the
Trustee shall, by written notification to the Master Servicer or the Certificate
Administrator, as applicable, and to the Company or the Trustee, terminate all
of the rights and obligations of the Master Servicer or the Certificate
Administrator under the Pooling and Servicing Agreement (other than any rights
of the Master Servicer or the Certificate Administrator as Certificateholder)
covering such Trust Fund and in and to the Mortgage Collateral and the proceeds
thereof, whereupon the Trustee or, upon notice to the Company and with the
Company's consent, its designee will succeed to all responsibilities, duties and
liabilities of the Master Servicer or the Certificate Administrator under such
Pooling and Servicing Agreement (other than the obligation to purchase Mortgage
Collateral under certain circumstances) and will be entitled to similar
compensation arrangements. In the event that the Trustee would be obligated to
succeed the Master Servicer but is unwilling so to act, it may appoint (or if it
is unable so to act, it shall appoint) or petition a court of competent
jurisdiction for the appointment of, a Fannie Mae or Freddie Mac approved
mortgage servicing institution with a net worth of at least $10,000,000 to act
as successor
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to the Master Servicer under the Pooling and Servicing Agreement (unless
otherwise set forth in the Pooling and Servicing Agreement). Pending such
appointment, the Trustee is obligated to act in such capacity. The Trustee and
such successor may agree upon the servicing compensation to be paid, which in no
event may be greater than the compensation to the initial Master Servicer or the
Certificate Administrator under the Pooling and Servicing Agreement.
No Certificateholder will have any right under a Pooling and Servicing
Agreement to institute any proceeding with respect to such Pooling and Servicing
Agreement unless such holder previously has given to the Trustee written notice
of default and the continuance thereof and unless the holders of Certificates of
any class evidencing not less than 25% of the aggregate Percentage Interests
constituting such class have made written request upon the Trustee to institute
such proceeding in its own name as Trustee thereunder and have offered to the
Trustee reasonable indemnity and the Trustee for 60 days after receipt of such
request and indemnity has neglected or refused to institute any such proceeding.
However, the Trustee will be under no obligation to exercise any of the trusts
or powers vested in it by the Pooling and Servicing Agreement or to institute,
conduct or defend any litigation thereunder or in relation thereto at the
request, order or direction of any of the holders of Certificates covered by
such Pooling and Servicing Agreement, unless such Certificateholders have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby.
Amendment
Each Pooling and Servicing Agreement may be amended by the Company, the
Master Servicer, the Certificate Administrator or any Servicer, as applicable,
and the Trustee, without the consent of the related Certificateholders: (i) to
cure any ambiguity; (ii) to correct or supplement any provision therein which
may be inconsistent with any other provision therein or to correct any error;
(iii) to change the timing and/or nature of deposits in the Custodial Account or
the Certificate Account or to change the name in which the Custodial Account is
maintained (except that (a) deposits to the Certificate Account may not occur
later than the related Distribution Date, (b) such change may not adversely
affect in any material respect the interests of any Certificateholder, as
evidenced by an opinion of counsel, and (c) such change may not adversely affect
the then-current rating of any rated classes of Certificates, as evidenced by a
letter from each applicable Rating Agency); (iv) if a REMIC election has been
made with respect to the related Trust Fund, to modify, eliminate or add to any
of its provisions (a) to the extent necessary to maintain the qualification of
the Trust Fund as a REMIC or to avoid or minimize the risk of imposition of any
tax on the related Trust Fund, provided that the Trustee has received an opinion
of counsel to the effect that (1) such action is necessary or desirable to
maintain such qualification or to avoid or minimize such risk and (2) such
action will not adversely affect in any material respect the interests of any
related Certificateholder or (b) to modify the provisions regarding the
transferability of the REMIC Residual Certificates, provided that the Company
has determined that such change would not adversely affect the applicable
ratings of any classes of the Certificates, as evidenced by a letter from each
applicable Rating Agency, and that any such amendment will not give rise to any
tax with respect to the transfer of the REMIC Residual Certificates to a
non-permitted transferee; or (v) to make any other provisions with respect to
matters or questions arising under such Pooling and Servicing Agreement which
are not materially inconsistent with the provisions thereof, so long as such
action will not adversely affect in any material respect the interests of any
Certificateholder.
The Pooling and Servicing Agreement may also be amended by the Company, the
Master Servicer, the Certificate Administrator or any Servicer, as applicable,
and the Trustee with the consent of the holders of Certificates of each class
affected thereby evidencing, in each case, not less than 66% of the aggregate
Percentage Interests constituting such class for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
such Pooling and Servicing Agreement or of modifying in any manner the rights of
the related Certificateholders, except that no such amendment may (i) reduce in
any manner the amount of, or delay the timing of, payments received on Mortgage
Collateral which are required to be distributed on a Certificate of any class
without the consent of the holder of such Certificate or (ii) reduce the
percentage of Certificates of any class the holders of which are required to
consent to any such amendment unless the holders of all Certificates of such
class have consented to the change in such percentage.
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Notwithstanding the foregoing, if a REMIC election has been made with
respect to the related Trust Fund, the Trustee will not be entitled to consent
to any amendment to a Pooling and Servicing Agreement without having first
received an opinion of counsel to the effect that such amendment or the exercise
of any power granted to the Master Servicer, the Certificate Administrator, any
Servicer, the Company or the Trustee in accordance with such amendment will not
result in the imposition of a tax on the related Trust Fund or cause such Trust
Fund to fail to qualify as a REMIC.
Termination; Retirement of Certificates
The obligations created by the Pooling and Servicing Agreement for each
series of Certificates (other than certain limited payment and notice
obligations of the Trustee and the Company, respectively) will terminate upon
the payment to the related Certificateholders of all amounts held in the
Certificate Account or by the Master Servicer or any Servicer and required to be
paid to Certificateholders following the earlier of (i) the final payment or
other liquidation or disposition (or any advance with respect thereto) of the
last item of Mortgage Collateral subject thereto and all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan or Contract and
(ii) the purchase by the Master Servicer, the Certificate Administrator, a
Servicer or the Company or, if specified in the related Prospectus Supplement,
by the holder of the REMIC Residual Certificates (see "Certain Federal Income
Tax Consequences" below) from the Trust Fund for such series of all remaining
Mortgage Collateral and all property acquired in respect of such Mortgage
Collateral. In addition to the foregoing, the Master Servicer, the Certificate
Administrator or the Company may have the option to purchase, in whole but not
in part, the Certificates specified in the related Prospectus Supplement in the
manner set forth in the related Prospectus Supplement. Upon the purchase of such
Certificates or at any time thereafter, at the option of the Master Servicer,
the Certificate Administrator or the Company, the Mortgage Collateral may be
sold, thereby effecting a retirement of the Certificates and the termination of
the Trust Fund, or the Certificates so purchased may be held or resold by the
Master Servicer, the Certificate Administrator or the Company. Written notice of
termination of the Pooling and Servicing Agreement will be given to each
Certificateholder, and the final distribution will be made only upon surrender
and cancellation of the Certificates at an office or agency appointed by the
Trustee which will be specified in the notice of termination. If the
Certificateholders are permitted to terminate the trust under the applicable
Pooling and Servicing Agreement, a penalty may be imposed upon the
Certificateholders based upon the fee that would be foregone by the Master
Servicer, the Certificate Administrator or a Servicer, as applicable, because of
such termination.
Any such purchase of Mortgage Collateral and property acquired in respect
of Mortgage Collateral evidenced by a series of Certificates shall be made at
the option of the Master Servicer, the Certificate Administrator, a Servicer,
the Company or, if applicable, the holder of the REMIC Residual Certificates at
the price specified in the related Prospectus Supplement. The exercise of such
right will effect early retirement of the Certificates of that series, but the
right of any such entity to purchase the Mortgage Collateral and related
property will be subject to the criteria, and will be at the price, set forth in
the related Prospectus Supplement. Such early termination may adversely affect
the yield to holders of certain classes of such Certificates. If a REMIC
election has been made, the termination of the related Trust Fund will be
effected in a manner consistent with applicable federal income tax regulations
and its status as a REMIC.
The Trustee
The Trustee under each Pooling and Servicing Agreement will be named in the
related Prospectus Supplement. The commercial bank or trust company serving as
Trustee may have normal banking relationships with the Company and/or its
affiliates, including Residential Funding.
The Trustee may resign at any time, in which event the Company will be
obligated to appoint a successor trustee. The Company may also remove the
Trustee if the Trustee ceases to be eligible to continue as such under the
Pooling and Servicing Agreement or if the Trustee becomes insolvent. Upon
becoming aware of such circumstances, the Company will be obligated to appoint a
successor Trustee. The Trustee may also be removed at any time by the holders of
Certificates evidencing not less than 51% of the aggregate voting rights in the
related
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Trust Fund. Any resignation or removal of the Trustee and appointment of a
successor Trustee will not become effective until acceptance of the appointment
by the successor Trustee.
YIELD CONSIDERATIONS
The yield to maturity of a Certificate will depend on the price paid by the
holder for such Certificate, the Pass- Through Rate on any such Certificate
entitled to payments of interest (which Pass-Through Rate may vary if so
specified in the related Prospectus Supplement) and the rate and timing of
principal payments (including prepayments, defaults, liquidations and
repurchases) on the Mortgage Collateral and the allocation thereof to reduce the
principal balance of such Certificate (or notional amount thereof, if
applicable).
The rate of defaults on the Mortgage Loans or Contracts will affect the
rate and timing of principal prepayments on such Mortgage Collateral and, thus,
the yield on the Certificates. Defaults on the Mortgage Loans or Contracts may
lead to Realized Losses upon foreclosure and liquidation. To the extent Realized
Losses are not covered by any credit enhancement, they will be allocated to
Certificates as described in the related Prospectus Supplement and, accordingly,
will affect the yield on such Certificates. In general, defaults on mortgage
loans or manufactured housing contracts are expected to occur with greater
frequency in their early years. The rate of default on refinance, limited
documentation or no documentation mortgage loans, and on mortgage loans or
manufactured housing contracts with higher Loan-to-Value Ratios, borrowers whose
income is not required to be stated in the loan application, and mortgage loans
with Loan-to-Value Ratios over 80% that do not require primary mortgage
insurance, may be higher than on other mortgage loans or manufactured housing
contracts. Likewise, the rate of default on mortgage loans or manufactured
housing contracts that are secured by investment properties or mortgaged
properties with smaller or larger parcels of land or mortgage loans that are
made to International Borrowers may be higher than on other mortgage loans or
manufactured housing contracts. See "Risk Factors--Special Features of the
Mortgage Collateral." In addition, the rate and timing of prepayments, defaults
and liquidations on the Mortgage Loans or Contracts will be affected by the
general economic condition of the region of the country or the locality in which
the related Mortgaged Properties are located. The risk of delinquencies and loss
is greater and prepayments are less likely in regions where a weak or
deteriorating economy exists, as may be evidenced by, among other factors,
increasing unemployment or falling property values. The risk of loss may also be
greater on mortgage loans or contracts with Loan-to-Value Ratios or Combined
Loan-to-Value Ratios greater than 80% and no Primary Insurance Policies. In
addition, Manufactured Homes may decline in value even in areas where real
estate values generally have not declined. Each Prospectus Supplement will
highlight any material characteristics of the Mortgage Collateral in the related
Trust Fund that may make such Mortgage Collateral more susceptible to default
and loss.
The risk of loss on Mortgage Loans made to International Borrowers and on
Puerto Rico Mortgage Loans may be greater than Mortgage Loans that are made to
Mortgagors who are United States residents and citizens or that are secured by
properties located in the United States. See "Certain Legal Aspects of Mortgage
Loans and Contracts."
The amount of interest payments with respect to each item of Mortgage
Collateral distributed (or accrued in the case of Deferred Interest or Accrual
Certificates) monthly to holders of a class of Certificates entitled to payments
of interest will be calculated on the basis of such class's specified percentage
of each such payment of interest (or accrual in the case of Accrual
Certificates) and will be expressed as a fixed, adjustable or variable Pass-
Through Rate payable on the outstanding principal balance or notional amount of
such Certificate, or any combination of such Pass-Through Rates, calculated as
described herein and in the related Prospectus Supplement. See "Description of
the Certificates--Distributions." Holders of Strip Certificates or a class of
Certificates having a Pass-Through Rate that varies based on the weighted
average interest rate of the underlying Mortgage Collateral will be affected by
disproportionate prepayments and repurchases of Mortgage Collateral having
higher net interest rates or higher rates applicable to the Strip Certificates,
as applicable.
The effective yield to maturity to each holder of Certificates entitled to
payments of interest will be below that otherwise produced by the applicable
Pass-Through Rate and purchase price of such Certificate because, while
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interest will accrue on each Mortgage Loan or Contract from the first day of
each month, the distribution of such interest will be made on the 25th day (or,
if such day is not a business day, the next succeeding business day) of the
month following the month of accrual or, in the case of a Trust Fund including
Agency Certificates, such other day that is specified in the related Prospectus
Supplement.
A class of Certificates may be entitled to payments of interest at a fixed,
variable or adjustable Pass-Through Rate, or any combination of such
Pass-Through Rates, as specified in the related Prospectus Supplement. A
variable Pass-Through Rate may be calculated based on the weighted average of
the Mortgage Rates (net of Servicing Fees and any Certificate Administrator fee,
Excess Spread or Excluded Spread (each, a "Net Mortgage Rate")) of the related
Mortgage Collateral for the month preceding the Distribution Date, by reference
to an index or otherwise. The aggregate payments of interest on a class of
Certificates, and the yield to maturity thereon, will be affected by the rate of
payment of principal on the Certificates (or the rate of reduction in the
notional amount of Certificates entitled to payments of interest only) and, in
the case of Certificates evidencing interests in ARM Loans, by changes in the
Net Mortgage Rates on the ARM Loans. See "Maturity and Prepayment
Considerations" below. The yield on the Certificates will also be affected by
liquidations of Mortgage Loans or Contracts following Mortgagor defaults and by
purchases of Mortgage Collateral in the event of breaches of representations
made in respect of such Mortgage Collateral by the Company, the Master Servicer
and others, or conversions of ARM Loans to a fixed interest rate. See "The Trust
Funds--Representations with Respect to Mortgage Collateral."
In general, if a Certificate is purchased at a premium over its face amount
and payments of principal on the related Mortgage Collateral occur at a rate
faster than anticipated at the time of purchase, the purchaser's actual yield to
maturity will be lower than that assumed at the time of purchase. Conversely, if
a class of Certificates is purchased at a discount from its face amount and
payments of principal on the related Mortgage Collateral occur at a rate slower
than that assumed at the time of purchase, the purchaser's actual yield to
maturity will be lower than that originally anticipated. If Strip Certificates
are issued evidencing a right to payments of interest only or disproportionate
payments of interest, a faster than expected rate of principal prepayments on
the Mortgage Collateral will negatively affect the total return to investors in
any such Certificates. If Strip Certificates are issued evidencing a right to
payments of principal only or disproportionate payments of principal, a slower
than expected rate of principal payments on the Mortgage Collateral could
negatively affect the anticipated yield on such Strip Certificates. If
Certificates with either of the foregoing characteristics are issued, the total
return to investors of such Certificates will be extremely sensitive to such
prepayments. In addition, the total return to investors of Certificates
evidencing a right to distributions of interest at a rate that is based on the
weighted average Net Mortgage Rate of the Mortgage Collateral from time to time
will be adversely affected by principal prepayments on Mortgage Collateral with
Mortgage Rates higher than the weighted average Mortgage Rate on the Mortgage
Collateral. In general, mortgage loans or manufactured housing contracts with
higher Mortgage Rates prepay at a faster rate than mortgage loans or
manufactured housing contracts with lower Mortgage Rates. The yield on a class
of Strip Certificates that is entitled to receive a portion of principal or
interest from each item of Mortgage Collateral in a Trust Fund will be affected
by any losses on the Mortgage Collateral because of the affect on timing and
amount of payments. In certain circumstances, rapid prepayments may result in
the failure of such holders to recoup their original investment. In addition,
the yield to maturity on certain other types of classes of Certificates,
including Accrual Certificates, Certificates with a Pass-Through Rate that
fluctuates inversely with or at a multiple of an index or certain other classes
in a series including more than one class of Certificates, may be relatively
more sensitive to the rate of prepayment on the related Mortgage Collateral than
other classes of Certificates.
The timing of changes in the rate of principal payments on or repurchases
of the Mortgage Collateral may significantly affect an investor's actual yield
to maturity, even if the average rate of principal payments experienced over
time is consistent with an investor's expectation. In general, the earlier a
prepayment of principal on the Mortgage Collateral or a repurchase thereof, the
greater will be the effect on an investor's yield to maturity. As a result, the
effect on an investor's yield of principal payments and repurchases occurring at
a rate higher (or lower) than the rate anticipated by the investor during the
period immediately following the issuance of a series of Certificates would not
be fully offset by a subsequent like reduction (or increase) in the rate of
principal payments.
Unless otherwise specified in the related Prospectus Supplement,
prepayments in full or final liquidations will reduce the amount of interest
distributed in the following month to holders of Certificates entitled to
distributions
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of interest because the resulting Prepayment Interest Shortfall will not be
covered by Compensating Interest. See "Description of the
Certificates--Prepayment Interest Shortfalls." Unless otherwise specified in the
related Prospectus Supplement, a partial prepayment of principal is applied so
as to reduce the outstanding principal balance of the related Mortgage Loan or
Contract as of the first day of the month in which such partial prepayment is
received. As a result, unless otherwise specified in the related Prospectus
Supplement, the effect of a partial prepayment on a Mortgage Loan or Contract
will be to reduce the amount of interest distributed to holders of Certificates
in the month following the receipt of such partial prepayment by an amount equal
to one month's interest at the applicable Pass-Through Rate or Net Mortgage
Rate, as the case may be, on the prepaid amount. See "Description of the
Certificates--Prepayment Interest Shortfalls." Neither full or partial principal
prepayments nor Liquidation Proceeds will be distributed until the Distribution
Date in the month following receipt. See "Maturity and Prepayment
Considerations."
With respect to certain ARM Loans, the Mortgage Rate at origination may be
below the rate that would result from the sum of the then-applicable Index and
Gross Margin. Under the applicable underwriting standards, the Mortgagor under
each Mortgage Loan or Contract generally will be qualified on the basis of the
Mortgage Rate in effect at origination and not the higher rate that would be
produced by the sum of the Index and Gross Margin. The repayment of any such
Mortgage Loan or Contract may thus be dependent on the ability of the Mortgagor
to make larger level monthly payments following the adjustment of the Mortgage
Rate. In addition, the periodic increase in the amount paid by the Mortgagor of
a Buy-Down Loan during or at the end of the applicable Buy-Down Period may
create a greater financial burden for the Mortgagor, who might not have
otherwise qualified for a mortgage under the applicable underwriting guidelines,
and may accordingly increase the risk of default with respect to the related
Mortgage Loan.
If so specified in the related Prospectus Supplement, a Trust Fund may
contain Neg-Am ARM Loans with fluctuating Mortgage Rates that adjust more
frequently than the monthly payment with respect to such Mortgage Loans or
Contracts. During a period of rising interest rates as well as immediately after
origination, the amount of interest accruing on the principal balance of such
Mortgage Loans may exceed the amount of the minimum scheduled monthly payment
thereon. As a result, a portion of the accrued interest on Neg-Am ARM Loans may
become Deferred Interest which will be added to the principal balance thereof
and will bear interest at the applicable Mortgage Rate. The addition of any such
Deferred Interest to the principal balance of any related class of Certificates
will lengthen the weighted average life thereof and may adversely affect yield
to holders thereof. In addition, with respect to certain Neg-Am ARM Loans,
during a period of declining interest rates, it might be expected that each
minimum scheduled monthly payment on such a Mortgage Loan would exceed the
amount of scheduled principal and accrued interest on the principal balance
thereof, and since such excess will be applied to reduce the principal balance
of the related class or classes of Certificates, the weighted average life of
such Certificates will be reduced and may adversely affect yield to holders
thereof.
If so specified in the related Prospectus Supplement, a Trust Fund may
contain GPM Loans or Buy-Down Loans which have monthly payments that increase
during the first few years following origination. Mortgagors generally will be
qualified for such loans on the basis of the initial monthly payment. To the
extent that the related Mortgagor's income does not increase at the same rate as
the monthly payment, such a loan may be more likely to default than a mortgage
loan with level monthly payments.
If so specified in the related Prospectus Supplement, a Trust Fund may
contain Balloon Loans which require a single payment of a Balloon Amount. The
payment of Balloon Amounts may result in a lower yield on Certificates than
would be the case if all such Mortgage Collateral was fully-amortizing because
the maturity of a Balloon Loan occurs earlier than that for a fully-amortizing
Mortgage Loan due to the payment of a Balloon Amount. Balloon Loans also pose a
greater risk of default than fully-amortizing Mortgage Loans because Mortgagors
are required to pay the Balloon Amount upon maturity. A Mortgagor's ability to
pay a Balloon Amount may depend on its ability to refinance the related
Mortgaged Property.
If credit enhancement for a series of Certificates is provided by a Letter
of Credit, insurance policy or bond that is issued or guaranteed by an entity
that suffers financial difficulty, such credit enhancement may not provide the
level of support that was anticipated at the time an investor purchased its
Certificate. In the event of a default
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under the terms of such a Letter of Credit, insurance policy or bond, any
Realized Losses on the Mortgage Collateral not covered by such credit
enhancement will be applied to a series of Certificates in the manner described
in the related Prospectus Supplement and may reduce an investor's anticipated
yield to maturity.
The related Prospectus Supplement may set forth other factors concerning
the Mortgage Collateral securing a series of Certificates or the structure of
such series that will affect the yield on such Certificates.
MATURITY AND PREPAYMENT CONSIDERATIONS
As indicated above under "The Trust Funds," the original terms to maturity
of the Mortgage Collateral in a given Trust Fund will vary depending upon the
type of Mortgage Collateral included in such Trust Fund. The Prospectus
Supplement for a series of Certificates will contain information with respect to
the types and maturities of the Mortgage Collateral in the related Trust Fund.
The prepayment experience, the timing and rate of repurchases and the timing and
amount of liquidations with respect to the related Mortgage Loans or Contracts
will affect the life and yield of the related series of Certificates.
Prepayments on mortgage loans and manufactured housing contracts are
commonly measured relative to a prepayment standard or model. The Prospectus
Supplement for each series of Certificates may describe one or more such
prepayment standards or models and may contain tables setting forth the
projected yields to maturity on each class of Certificates or the weighted
average life of each class of Certificates and the percentage of the original
principal amount of each class of Certificates of such series that would be
outstanding on specified payment dates for such series based on the assumptions
stated in such Prospectus Supplement, including assumptions that prepayments on
the Mortgage Collateral are made at rates corresponding to various percentages
of the prepayment standard or model specified in the related Prospectus
Supplement.
There is no assurance that prepayment of the Mortgage Collateral underlying
a series of Certificates will conform to any level of the prepayment standard or
model specified in the related Prospectus Supplement. A number of factors,
including homeowner mobility, economic conditions, changes in mortgagors'
housing needs, job transfers, unemployment, mortgagors' net equity in the
properties securing the mortgages, servicing decisions, enforceability of
due-on-sale clauses, mortgage market interest rates, mortgage recording taxes,
solicitations and the availability of mortgage funds, may affect prepayment
experience. The rate of prepayment with respect to conventional fixed-rate
mortgage loans and contracts has fluctuated significantly in recent years. In
general, however, if prevailing interest rates fall significantly below the
Mortgage Rates on the Mortgage Loans or Contracts underlying a series of
Certificates, the prepayment rate of such Mortgage Loans or Contracts is likely
to be higher than if prevailing rates remain at or above the rates borne by such
Mortgage Loans or Contracts. It should be noted that Certificates of a certain
series may evidence an interest in Mortgage Loans or Contracts with different
Mortgage Rates. Accordingly, the prepayment experience of these Certificates
will to some extent be a function of the range of interest rates of such
Mortgage Loans or Contracts. The Company is not aware of any historical
prepayment experience with respect to mortgage loans secured by properties
located in Puerto Rico and, accordingly, prepayments on such loans may not occur
at the same rate or be affected by the same factors as other mortgage loans.
Unless otherwise specified in the related Prospectus Supplement, all of the
Mortgage Loans or Contracts may be prepaid without penalty in full or in part at
any time. The terms of the related Pooling and Servicing Agreement generally
will require the Servicer or Master Servicer, as the case may be, to enforce any
due-on-sale clause to the extent it has knowledge of the conveyance or the
proposed conveyance of the underlying Mortgaged Property and to the extent
permitted by applicable law, except that any enforcement action that would
impair or threaten to impair any recovery under any related insurance policy
will not be required or permitted. See "Description of the
Certificates--Servicing and Administration of Mortgage Collateral--Enforcement
of 'Due-on-Sale' Clauses" and "Certain Legal Aspects of Mortgage Loans and
Contracts--The Mortgage Loans-- Enforceability of Certain Provisions" and "--The
Contracts" for a description of certain provisions of each Pooling and Servicing
Agreement and certain legal aspects that may affect the prepayment rate of
Mortgage Loans or Contracts.
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Certain types of Mortgage Collateral included in a Trust Fund may have
characteristics that make it more likely to default than collateral provided for
mortgage pass-through certificates from other mortgage purchase programs. The
Company anticipates including "limited documentation" and "no documentation"
Mortgage Loans and Contracts, Puerto Rico Mortgage Loans and Mortgage Loans and
Contracts that were made to International Borrowers, secured by investment
properties and have other characteristics not present in such other programs.
Such Mortgage Collateral may be susceptible to a greater risk of default and
liquidation than might otherwise be expected by investors in the related
Certificates. See "Yield Considerations."
The Master Servicer, a Servicer, a Sub-Servicer or a Mortgage Collateral
Seller may refinance a Mortgage Loan or Contract in a Trust Fund by accepting
full prepayment thereof and making a new loan secured by a mortgage on the same
property. A Mortgagor may be legally entitled to require the Master Servicer,
Servicer, Sub- Servicer or Mortgage Collateral Seller, as applicable, to allow
such refinancing. Any such refinancing will have the same effect on the
Certificateholders as a prepayment in full of the refinanced Mortgage Loan or
Contract, thereby affecting the yield to Certificateholders.
There are no uniform statistics compiled for prepayments of contracts
relating to Manufactured Homes. Prepayments on manufactured housing contracts
may be influenced by a variety of economic, geographic, social and other facts,
including repossessions, aging, seasonality and interest rate fluctuations.
Other factors affecting prepayment of manufactured housing contracts include
changes in housing needs, job transfers, unemployment and servicing decisions.
An investment in Certificates evidencing interests in Contracts may be affected
by, among other things, a downturn in regional or local economic conditions.
These regional or local economic conditions are often volatile, and historically
have affected the delinquency, loan loss and repossession experience of the
Contracts. To the extent that losses on the Contracts are not covered by any
credit enhancement, holders of the Certificates of a series evidencing interests
in such Contracts will bear all risk of loss resulting from default by
Mortgagors and will have to look primarily to the value of the Manufactured
Homes, which generally depreciate in value, for recovery of the outstanding
principal and unpaid interest of the defaulted Contracts. See "The Trust
Funds--The Contracts."
While most manufactured housing contracts will contain "due-on-sale"
provisions permitting the holder of the contract to accelerate the maturity of
the contract upon conveyance by the Mortgagor, the Master Servicer, Servicer or
Sub-Servicer, as applicable, may permit proposed assumptions of contracts where
the proposed buyer of the Manufactured Home meets the underwriting standards
described above. Such assumption would have the effect of extending the average
life of the contract. FHA Loans, FHA Contracts, VA Loans and VA Contracts are
not permitted to contain "due-on-sale" clauses, and are freely assumable.
Although the Mortgage Rates on ARM Loans will be subject to periodic
adjustments, such adjustments generally will (i) not increase or decrease such
Mortgage Rates by more than a fixed percentage amount on each adjustment date,
(ii) not increase such Mortgage Rates over a fixed percentage amount during the
life of any ARM Loan and (iii) be based on an index (which may not rise and fall
consistently with mortgage interest rates) plus the related Gross Margin (which
may be different from margins being used at the time for newly-originated
adjustable rate mortgage loans). As a result, the Mortgage Rates on the ARM
Loans in a Trust Fund at any time may not equal the prevailing rates for
similar, newly originated adjustable rate mortgage loans. In certain rate
environments, the prevailing rates on fixed-rate mortgage loans may be
sufficiently low in relation to the then-current Mortgage Rates on ARM Loans
that the rate of prepayment may increase as a result of refinancings. There can
be no certainty as to the rate of prepayments on the Mortgage Collateral during
any period or over the life of any series of Certificates.
With respect to Balloon Loans, payment of the Balloon Amount (which, based
on the amortization schedule of such Mortgage Loans, is expected to be a
substantial amount) will generally depend on the Mortgagor's ability to obtain
refinancing of such a Mortgage Loan or to sell the Mortgaged Property prior to
the maturity of the Balloon Loan. The ability to obtain refinancing will depend
on a number of factors prevailing at the time refinancing or sale is required,
including, without limitation, real estate values, the Mortgagor's financial
situation, prevailing mortgage loan interest rates, the Mortgagor's equity in
the related Mortgaged Property, tax laws and prevailing general economic
conditions. Unless otherwise specified in the related Prospectus Supplement,
none of the Company, the
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Master Servicer, a Servicer, a Sub-Servicer, a Mortgage Collateral Seller nor
any of their affiliates will be obligated to refinance or repurchase any
Mortgage Loan or to sell the Mortgaged Property.
An ARM Loan is assumable under certain conditions if the proposed
transferee of the related Mortgaged Property establishes its ability to repay
the Mortgage Loan and, in the reasonable judgment of the Master Servicer or the
related Sub-Servicer, the security for the ARM Loan would not be impaired by the
assumption. The extent to which ARM Loans are assumed by purchasers of the
Mortgaged Properties rather than prepaid by the related Mortgagors in connection
with the sales of the Mortgaged Properties will affect the weighted average life
of the related series of Certificates. See "Description of the Certificates" and
"Certain Legal Aspects of Mortgage Loans and Contracts."
No assurance can be given that the value of the Mortgaged Property securing
a Mortgage Loan or Contract has remained or will remain at the level existing on
the date of origination. If the residential real estate market should experience
an overall decline in property values such that the outstanding balances of the
Mortgage Loans or Contracts and any secondary financing on the Mortgaged
Properties in a particular Mortgage Pool or Contract Pool become equal to or
greater than the value of the Mortgaged Properties, the actual rates of
delinquencies, foreclosures and losses could be higher than those now generally
experienced in the mortgage lending industry. In addition, the value of property
securing Cooperative Loans and the delinquency rates with respect to Cooperative
Loans could be adversely affected if the current favorable tax treatment of
cooperative tenant stockholders were to become less favorable. See "Certain
Legal Aspects of Mortgage Loans and Contracts."
To the extent that losses resulting from delinquencies, losses and
foreclosures or repossession of Mortgaged Property with respect to Mortgage
Loans or Contracts included in a Trust Fund for a series of Certificates are not
covered by the methods of credit enhancement described herein under "Description
of Credit Enhancement" or in the related Prospectus Supplement, such losses will
be borne by holders of the Certificates of such series. Even where credit
enhancement covers all Realized Losses resulting from delinquency and
foreclosure or repossession, the effect of foreclosures and repossessions may be
to increase prepayment experience on the Mortgage Collateral, thus reducing
average weighted life and affecting yield to maturity. See "Yield
Considerations."
Under certain circumstances, the Master Servicer, a Servicer, the Company
or, if specified in the related Prospectus Supplement, the holders of the REMIC
Residual Certificates may have the option to purchase the Mortgage Loans in a
Trust Fund. See "The Pooling and Servicing Agreement--Termination; Retirement of
Certificates." Any such repurchase will shorten the weighted average lives of
the related Certificates.
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND CONTRACTS
The following discussion contains summaries of certain legal aspects of
mortgage loans and manufactured housing contracts that are general in nature.
Because such legal aspects are governed in part by state law (which laws may
differ substantially from state to state), the summaries do not purport to be
complete, to reflect the laws of any particular state or to encompass the laws
of all states in which the Mortgaged Properties may be situated. The summaries
are qualified in their entirety by reference to the applicable federal and state
laws governing the Mortgage Loans or Contracts.
The Mortgage Loans
General
The Mortgage Loans (other than Cooperative Loans) will be secured by deeds
of trust, mortgages or deeds to secure debt depending upon the prevailing
practice in the state in which the related Mortgaged Property is located. In
some states, a mortgage, deed of trust or deed to secure debt creates a lien
upon the real property encumbered by the mortgage. In other states, the
mortgage, deed of trust or deed to secure debt conveys legal title to the
property to the mortgagee subject to a condition subsequent (i.e., the payment
of the indebtedness secured thereby). It is not prior to the lien for real
estate taxes and assessments and other charges imposed under governmental police
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powers. Priority with respect to such instruments depends on their terms and in
some cases on the terms of separate subordination or inter-creditor agreements,
and generally on the order of recordation of the mortgage in the appropriate
recording office. There are two parties to a mortgage, the mortgagor, who is the
borrower and homeowner, and the mortgagee, who is the lender. Under the mortgage
instrument, the mortgagor delivers to the mortgagee a note or bond and the
mortgage. In the case of a land trust, there are three parties because title to
the property is held by a land trustee under a land trust agreement of which the
borrower is the beneficiary; at origination of a mortgage loan, the borrower
executes a separate undertaking to make payments on the mortgage note. Although
a deed of trust is similar to a mortgage, a deed of trust has three parties: the
trustor, who is the borrower/homeowner; the beneficiary, who is the lender; and
a third-party grantee called the trustee. Under a deed of trust, the borrower
grants the property, irrevocably until the debt is paid, in trust, generally
with a power of sale, to the trustee to secure payment of the obligation. A deed
to secure debt typically has two parties, pursuant to which the borrower, or
grantor, conveys title to the real property to the grantee, or lender, generally
with a power of sale, until such time as the debt is repaid. The trustee's
authority under a deed of trust and the mortgagee's authority under a mortgage
are governed by the law of the state in which the real property is located, the
express provisions of the deed of trust, mortgage or deed to secure debt and, in
certain deed of trust, transactions, the directions of the beneficiary.
Cooperative Loans
If specified in the Prospectus Supplement relating to a series of
Certificates, the Mortgage Loans may include Cooperative Loans. Each debt
instrument (a "Cooperative Note") evidencing a Cooperative Loan will be secured
by a security interest in shares issued by the related corporation (a
"Cooperative") that owns the related apartment building, which is a corporation
entitled to be treated as a housing cooperative under federal tax law, and in
the related proprietary lease or occupancy agreement granting exclusive rights
to occupy a specific dwelling unit in the Cooperative's building. The security
agreement will create a lien upon, or grant a security interest in, the
Cooperative shares and proprietary leases or occupancy agreements, the priority
of which will depend on the terms of the particular security agreement as well
as the order of recordation of the agreement (or the filing of the financing
statements related thereto) in the appropriate recording office or the taking of
possession of the Cooperative shares, depending on the law of the state in which
the Cooperative is located. Such a lien or security interest is not, in general,
prior to liens in favor of the cooperative corporation for unpaid assessments or
common charges.
Unless otherwise specified in the related Prospectus Supplement, all
Cooperative buildings relating to the Cooperative Loans are located in the State
of New York. Generally, each Cooperative owns in fee or has a leasehold interest
in all the real property and owns in fee or leases the building and all separate
dwelling units therein. The Cooperative is directly responsible for property
management and, in most cases, payment of real estate taxes, other governmental
impositions and hazard and liability insurance. If there is an underlying
mortgage (or mortgages) on the Cooperative's building or underlying land, as is
generally the case, or an underlying lease of the land, as is the case in some
instances, the Cooperative, as mortgagor or lessee, as the case may be, is also
responsible for fulfilling such mortgage or rental obligations. An underlying
mortgage loan is ordinarily obtained by the Cooperative in connection with
either the construction or purchase of the Cooperative's building or the
obtaining of capital by the Cooperative. The interest of the occupant under
proprietary leases or occupancy agreements as to which that Cooperative is the
landlord is generally subordinate to the interest of the holder of an underlying
mortgage and to the interest of the holder of a land lease. If the Cooperative
is unable to meet the payment obligations (i) arising under an underlying
mortgage, the mortgagee holding an underlying mortgage could foreclose on that
mortgage and terminate all subordinate proprietary leases and occupancy
agreements or (ii) arising under its land lease, the holder of the landlord's
interest under the land lease could terminate it and all subordinate proprietary
leases and occupancy agreements. In addition, an underlying mortgage on a
Cooperative may provide financing in the form of a mortgage that does not fully
amortize, with a significant portion of principal being due in one final payment
at maturity. The inability of the Cooperative to refinance a mortgage and its
consequent inability to make such final payment could lead to foreclosure by the
mortgagee. Similarly, a land lease has an expiration date and the inability of
the Cooperative to extend its term or, in the alternative, to purchase the land,
could lead to termination of the Cooperative's interest in the property and
termination of all proprietary leases and occupancy agreements. In either event,
a foreclosure by the holder of an underlying mortgage or the termination
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of the underlying lease could eliminate or significantly diminish the value of
any collateral held by the lender who financed the purchase by an individual
tenant-stockholder of shares of the Cooperative or, in the case of the Mortgage
Loans, the collateral securing the Cooperative Loans.
Each Cooperative is owned by shareholders (referred to as
tenant-stockholders) who, through ownership of stock or shares in the
Cooperative, receive proprietary leases or occupancy agreements which confer
exclusive rights to occupy specific dwellings. Generally, a tenant-stockholder
of a Cooperative must make a monthly rental payment to the Cooperative pursuant
to the proprietary lease, which rental payment represents such
tenant-stockholder's pro rata share of the Cooperative's payments for its
underlying mortgage, real property taxes, maintenance expenses and other capital
or ordinary expenses. An ownership interest in a Cooperative and accompanying
occupancy rights may be financed through a Cooperative Loan evidenced by a
Cooperative Note and secured by an assignment of and a security interest in the
occupancy agreement or proprietary lease and a security interest in the related
shares of the related Cooperative. The lender generally takes possession of the
share certificate and a counterpart of the proprietary lease or occupancy
agreement and a financing statement covering the proprietary lease or occupancy
agreement and the Cooperative shares is filed in the appropriate state and local
offices to perfect the lender's interest in its collateral. Subject to the
limitations discussed below, upon default of the tenant-stockholder, the lender
may sue for judgment on the Cooperative Note, dispose of the collateral at a
public or private sale or otherwise proceed against the collateral or
tenant-stockholder as an individual as provided in the security agreement
covering the assignment of the proprietary lease or occupancy agreement and the
pledge of Cooperative shares. See "--Foreclosure on Shares of Cooperatives"
below.
Tax Aspects of Cooperative Ownership
In general, a "tenant-stockholder" (as defined in Section 216(b)(2) of the
Code) of a corporation that qualifies as a "cooperative housing corporation"
within the meaning of Section 216(b)(1) of the Code is allowed a deduction for
amounts paid or accrued within his or her taxable year to the corporation
representing his or her proportionate share of certain interest expenses and
certain real estate taxes allowable as a deduction under Section 216(a) of the
Code to the corporation under Sections 163 and 164 of the Code. In order for a
corporation to qualify under Section 216(b)(1) of the Code for its taxable year
in which such items are allowable as a deduction to the corporation, such
section requires, among other things, that at least 80% of the gross income of
the corporation be derived from its tenant-stockholders. By virtue of this
requirement, the status of a corporation for purposes of Section 216(b)(1) of
the Code must be determined on a year-to-year basis. Consequently, there can be
no assurance that Cooperatives relating to the Cooperative Loans will qualify
under such section for any particular year. In the event that such a Cooperative
fails to qualify for one or more years, the value of the collateral securing any
related Cooperative Loans could be significantly impaired because no deduction
would be allowable to tenant-stockholders under Section 216(a) of the Code with
respect to those years. In view of the significance of the tax benefits accorded
tenant-stockholders of a corporation that qualifies under Section 216(b)(1) of
the Code, the likelihood that such a failure would be permitted to continue over
a period of years appears remote.
Foreclosure on Mortgage Loans
Although a deed of trust or a deed to secure debt may also be foreclosed by
judicial action, foreclosure of a deed of trust or a deed to secure debt is
generally accomplished by a non-judicial trustee's sale under a specific
provision in the deed of trust which authorizes the trustee or lender, as
applicable, to sell the property upon any default by the borrower under the
terms of the note or deed of trust. In addition to any notice requirements
contained in a deed of trust, in some states, the trustee must record a notice
of default and send a copy to the borrower/trustor and to any person who has
recorded a request for a copy of notice of default and notice of sale. In
addition, in some states, the trustee or lender, as applicable, must provide
notice to any other individual having an interest of record in the real
property, including any junior lienholders. If the deed of trust is not
reinstated within a specified period, a notice of sale must be posted in a
public place and, in most states, published for a specific period of time in one
or more newspapers. In addition, some states' laws require that a copy of the
notice of sale be posted on the property and sent to all parties having an
interest of record in the real property.
Foreclosure of a mortgage generally is accomplished by judicial action.
Generally, the action is initiated by the service of legal pleadings upon all
parties having an interest of record in the real property. Delays in completion
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of the foreclosure may result from difficulties in locating and serving
necessary parties, including borrowers, such as International Borrowers, located
outside the jurisdiction in which the mortgaged property is located.
Difficulties in foreclosing on mortgaged properties owned by International
Borrowers may result in increased foreclosure costs, which may reduce the amount
of proceeds from the liquidation of the related mortgage loan available to be
distributed to the Certificateholders of the related series. If the mortgagee's
right to foreclose is contested, the legal proceedings necessary to resolve the
issue may be time-consuming.
In some states, the borrower-trustor has the right to reinstate the loan at
any time following default until shortly before the trustee's sale. In general,
in such states, the borrower, or any other person having a junior encumbrance on
the real estate, may, during a reinstatement period, cure the default by paying
the entire amount in arrears plus the costs and expenses incurred in enforcing
the obligation.
In the case of foreclosure under a mortgage, a deed of trust or deed to
secure debt, the sale by the referee or other designated officer or by the
trustee is a public sale. However, because of the difficulty a potential buyer
at the sale would have in determining the exact status of title and because the
physical condition of the property may have deteriorated during the foreclosure
proceedings, it is uncommon for a third party to purchase the property at a
foreclosure sale. Rather, it is common for the lender to purchase the property
from the trustee or referee for a credit bid less than or equal to the unpaid
principal amount of the mortgage or deed of trust, accrued and unpaid interest
and the expense of foreclosure. Generally, state law controls the amount of
foreclosure costs and expenses, including attorneys' fees, which may be
recovered by a lender. Thereafter, subject to the right of the borrower in some
states to remain in possession during the redemption period, the lender will
assume the burdens of ownership, including obtaining hazard insurance and making
such repairs at its own expense as are necessary to render the property suitable
for sale. Generally, the lender will obtain the services of a real estate broker
and pay the broker's commission in connection with the sale of the property.
Depending upon market conditions, the ultimate proceeds of the sale of the
property may not equal the lender's investment in the property and, in some
states, the lender may be entitled to a deficiency judgment. See
"--Anti-Deficiency Legislation and Other Limitations on Lenders" below. In some
cases, a deficiency judgment may be pursued in lieu of foreclosure. Any loss may
be reduced by the receipt of any mortgage insurance proceeds or other forms of
credit enhancement for a series of Certificates. See "Description of Credit
Enhancement."
Foreclosure on Mortgaged Properties Located in the Commonwealth of Puerto Rico
Under the laws of the Commonwealth of Puerto Rico the foreclosure of a real
estate mortgage usually follows an ordinary "civil action" filed in the Superior
Court for the District where the mortgaged property is located. If the defendant
does not contest the action filed, a default judgment is rendered for the
plaintiff and the mortgaged property is sold at public auction, after
publication of the sale for two weeks, by posting written notice in three public
places in the municipality where the auction will be held, in the tax collection
office and in the public school of the municipality where the mortgagor resides,
if known. If the residence of the mortgagor is not known, publication in one of
the newspapers of general circulation in the Commonwealth must be made at least
once a week for two weeks. There may be as many as three public sales of the
mortgaged property. If the defendant contests the foreclosure, the case may be
tried and judgment rendered based on the merits of the case.
There are no redemption rights after the public sale of a foreclosed
property under the laws of the Commonwealth. Commonwealth law provides for a
summary proceeding for the foreclosure of a mortgage, but it is very seldom used
because of concerns regarding the validity of such actions. The process may be
expedited if the mortgagee can obtain the consent of the defendant to the
execution of a deed in lieu of foreclosure.
Under Commonwealth law, in the case of the public sale upon foreclosure of
a mortgaged property that (a) is subject to a mortgage loan that was obtained
for a purpose other than the financing or refinancing of the acquisition,
construction or improvement of such property and (b) is occupied by the
mortgagor as his principal residence, the mortgagor of such property has a right
to be paid the first $1,500 from the proceeds obtained on the public sale of
such property. The mortgagor can claim this sum of money from the mortgagee at
any time prior to the public sale or up to one year after such sale. Such
payment would reduce the amount of sales proceeds available to satisfy the
Mortgage Loan and may increase the amount of the loss.
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Foreclosure on Shares of Cooperatives
The Cooperative shares owned by the tenant-stockholder, together with the
rights of the tenant-stockholder under the proprietary lease or occupancy
agreement, are pledged to the lender and are, in almost all cases, subject to
restrictions on transfer as set forth in the Cooperative's certificate of
incorporation and by-laws, as well as in the proprietary lease or occupancy
agreement. The proprietary lease or occupancy agreement, even while pledged, may
be cancelled by the Cooperative for failure by the tenant-stockholder to pay
rent or other obligations or charges owed by such tenant-stockholder, including
mechanics' liens against the Cooperative's building incurred by such
tenant-stockholder. Generally, rent and other obligations and charges arising
under a proprietary lease or occupancy agreement which are owed to the
Cooperative are made liens upon the shares to which the proprietary lease or
occupancy agreement relates. In addition, the proprietary lease or occupancy
agreement generally permits the Cooperative to terminate such lease or agreement
in the event the borrower defaults in the performance of covenants thereunder.
Typically, the lender and the Cooperative enter into a recognition agreement
which, together with any lender protection provisions contained in the
proprietary lease or occupancy agreement, establishes the rights and obligations
of both parties in the event of a default by the tenant-stockholder on its
obligations under the proprietary lease or occupancy agreement. A default by the
tenant-stockholder under the proprietary lease or occupancy agreement will
usually constitute a default under the security agreement between the lender and
the tenant- stockholder.
The recognition agreement generally provides that, in the event that the
tenant-stockholder has defaulted under the proprietary lease or occupancy
agreement, the Cooperative will take no action to terminate such lease or
agreement until the lender has been provided with notice of and an opportunity
to cure the default. The recognition agreement typically provides that if the
proprietary lease or occupancy agreement is terminated, the Cooperative will
recognize the lender's lien against proceeds from a sale of the shares and the
proprietary lease or occupancy agreement allocated to the dwelling, subject,
however, to the Cooperative's right to sums due under such proprietary lease or
occupancy agreement or which have become liens on the shares relating to the
proprietary lease or occupancy agreement. The total amount owed to the
Cooperative by the tenant-stockholder, which the lender generally cannot
restrict and does not monitor, could reduce the amount realized upon a sale of
the collateral below the outstanding principal balance of the Cooperative Loan
and accrued and unpaid interest thereon.
Recognition agreements also generally provide that in the event the lender
succeeds to the tenant-shareholder's shares and proprietary lease or occupancy
agreement as the result of realizing upon its collateral for a Cooperative Loan,
the lender must obtain the approval or consent of the board of directors of the
Cooperative as required by the proprietary lease before transferring the
Cooperative shares and assigning the proprietary lease. Such approval or consent
is usually based on the prospective purchaser's income and net worth, among
other factors, and may significantly reduce the number of potential purchasers,
which could limit the ability of the lender to sell and realize upon the value
of the collateral. Generally, the lender is not limited in any rights it may
have to dispossess the tenant-stockholder.
Because of the nature of Cooperative Loans, lenders do not require the
tenant-stockholder (i.e., the borrower) to obtain title insurance of any type.
Consequently, the existence of any prior liens or other imperfections of title
affecting the Cooperative's building or real estate also may adversely affect
the marketability of the shares allocated to the dwelling unit in the event of
foreclosure.
A foreclosure on the Cooperative shares is accomplished by public sale in
accordance with the provisions of Article 9 of the Uniform Commercial Code (the
"UCC") and the security agreement relating to those shares. Article 9 of the UCC
requires that a sale be conducted in a "commercially reasonable" manner. Whether
a sale has been conducted in a "commercially reasonable" manner will depend on
the facts in each case. In determining commercial reasonableness, a court will
look to the notice given the debtor and the method, manner, time, place and
terms of the sale and the sale price. Generally, a sale conducted according to
the usual practice of creditors selling similar collateral in the same area will
be considered reasonably conducted.
Article 9 of the UCC provides that the proceeds of the sale will be applied
first to pay the costs and expenses of the sale and then to satisfy the
indebtedness secured by the lender's security interest. The recognition
agreement,
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however, generally provides that the lender's right to reimbursement is subject
to the right of the Cooperative corporation to receive sums due under the
proprietary lease or occupancy agreement. If there are proceeds remaining, the
lender must account to the tenant-stockholder for the surplus. Conversely, if a
portion of the indebtedness remains unpaid, the tenant-stockholder is generally
responsible for the deficiency. See "--Anti- Deficiency Legislation and Other
Limitations on Lenders" below.
Rights of Redemption
In some states, after sale pursuant to a deed of trust, a deed to secure
debt or foreclosure of a mortgage, the borrower and foreclosed junior lienors or
other parties are given a statutory period (generally ranging from six months to
two years) in which to redeem the property from the foreclosure sale. In some
states, redemption may occur only upon payment of the entire principal balance
of the loan, accrued interest and expenses of foreclosure. In other states,
redemption may be authorized if the former borrower pays only a portion of the
sums due. The effect of a statutory right of redemption is to diminish the
ability of the lender to sell the foreclosed property. The rights of redemption
would defeat the title of any purchaser subsequent to foreclosure or sale under
a deed of trust or a deed to secure debt. Consequently, the practical effect of
the redemption right is to force the lender to maintain the property and pay the
expenses of ownership until the redemption period has expired.
Anti-Deficiency Legislation and Other Limitations on Lenders
Certain states have imposed statutory prohibitions which limit the remedies
of a beneficiary under a deed of trust or a mortgagee under a mortgage or a deed
to secure debt. In some states (including California), statutes limit the right
of the beneficiary or mortgagee to obtain a deficiency judgment against the
borrower following foreclosure. A deficiency judgment is a personal judgment
against the former borrower equal in most cases to the difference between the
net amount realized upon the public sale of the real property and the amount due
to the lender. In the case of a Mortgage Loan secured by a property owned by a
trust where the Mortgage Note is executed on behalf of the trust, a deficiency
judgment against the trust following foreclosure or sale under a deed of trust,
even if obtainable under applicable law, may be of little value to the mortgagee
or beneficiary if there are no trust assets against which such deficiency
judgment may be executed. In addition, a deficiency judgment against a borrower
who resides outside of the jurisdiction in which the property is located may be
difficult to obtain because, unless a court orders otherwise, service of process
must be effected by personal delivery. Some state statutes require the
beneficiary or mortgagee to exhaust the security afforded under a deed of trust,
deed to secure debt or mortgage by foreclosure in an attempt to satisfy the full
debt before bringing a personal action against the borrower. In certain other
states, the lender has the option of bringing a personal action against the
borrower on the debt without first exhausting such security; however, in some of
these states, the lender, following judgment on such personal action, may be
deemed to have elected a remedy and may be precluded from exercising remedies
with respect to the security. Consequently, the practical effect of the election
requirement, in those states permitting such election, is that lenders will
usually proceed against the security first rather than bringing a personal
action against the borrower.
Finally, in certain other states, statutory provisions limit any deficiency
judgment against the borrower following a foreclosure to the excess of the
outstanding debt over the fair value of the property at the time of the public
sale. The purpose of these statutes is generally to prevent a beneficiary or
mortgagee from obtaining a large deficiency judgment against the borrower as a
result of low or no bids at the judicial sale.
Generally, Article 9 of the UCC governs foreclosure on Cooperative Shares
and the related proprietary lease or occupancy agreement. Some courts have
interpreted Article 9 to prohibit or limit a deficiency award in certain
circumstances, including circumstances where the disposition of the collateral
(which, in the case of a Cooperative Loan, would be the shares of the
Cooperative and the related proprietary lease or occupancy agreement) was not
conducted in a commercially reasonable manner.
In addition to laws limiting or prohibiting deficiency judgments, numerous
other federal and state statutory provisions, including the federal bankruptcy
laws and state laws affording relief to debtors, may interfere with or affect
the ability of the secured mortgage lender to realize upon its collateral and/or
enforce a deficiency judgment.
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For example, under the federal bankruptcy law, all actions against the debtor,
the debtor's property and any co- debtor are automatically stayed upon the
filing of a bankruptcy petition. Moreover, a court having federal bankruptcy
jurisdiction may permit a debtor through its Chapter 11 or Chapter 13
rehabilitative plan to cure a monetary default in respect of a mortgage loan on
such debtor's residence by paying arrearages within a reasonable time period and
reinstating the original mortgage loan payment schedule, even though the lender
accelerated the mortgage loan and final judgment of foreclosure had been entered
in state court (provided no sale of the residence had yet occurred) prior to the
filing of the debtor's petition. Some courts with federal bankruptcy
jurisdiction have approved plans, based on the particular facts of the
reorganization case, that effected the curing of a mortgage loan default by
paying arrearages over a number of years.
Courts with federal bankruptcy jurisdiction have also indicated that the
terms of a mortgage loan secured by property which is not the principal
residence of the debtor may be modified. These courts have allowed modifications
that include reducing the amount of each monthly payment, changing the rate of
interest, altering the repayment schedule, forgiving all or a portion of the
debt and reducing the lender's security interest to the value of the residence,
thus leaving the lender a general unsecured creditor for the difference between
the value of the residence and the outstanding balance of the loan. Generally,
however, the terms of a mortgage loan secured only by a mortgage on real
property that is the debtor's principal residence may not be modified pursuant
to a plan confirmed pursuant to Chapter 13 except with respect to mortgage
payment arrearages, which may be cured within a reasonable time period. Courts
with federal bankruptcy jurisdiction similarly may be able to modify the terms
of a Cooperative Loan.
Certain tax liens arising under the Code may, in certain circumstances,
have priority over the lien of a mortgage, deed to secure debt or deed of trust.
This may have the effect of delaying or interfering with the enforcement of
rights with respect to a defaulted Mortgage Loan.
In addition, substantive requirements are imposed upon mortgage lenders in
connection with the origination and the servicing of mortgage loans by numerous
federal and some state consumer protection laws. These laws include the federal
Truth-in-Lending Act, Real Estate Settlement Procedures Act, Equal Credit
Opportunity Act, Fair Credit Billing Act, Fair Credit Reporting Act and related
statutes. These federal laws impose specific statutory liabilities upon lenders
who originate mortgage loans and who fail to comply with the provisions of the
law. In some cases, this liability may affect assignees of the mortgage loans.
Certain of the Mortgage Loans may be subject to special rules, disclosure
requirements and other provisions that were added to the federal
Truth-in-Lending Act by the Homeownership and Equity Protection Act of 1994
(such Mortgage Loans, "High Cost Loans"), if such Mortgage Loans were originated
on or after October 1, 1995, are not mortgage loans made to finance the purchase
of the mortgaged property and have interest rates or origination costs in excess
of certain prescribed levels. Purchasers or assignees of any High Cost Loan,
including any Trust Fund, could be liable for all claims and subject to all
defenses arising under such provisions that the borrower could assert against
the originator thereof. Remedies available to the borrower include monetary
penalties, as well as rescission rights if the appropriate disclosures were not
given as required.
Enforceability of Certain Provisions
Unless the Prospectus Supplement indicates otherwise, the Mortgage Loans
generally contain due-on-sale clauses. These clauses permit the lender to
accelerate the maturity of the loan if the borrower sells, transfers or conveys
the property. The enforceability of these clauses has been the subject of
legislation or litigation in many states, and in some cases the enforceability
of these clauses has been limited or denied. However, the Garn-St Germain
Depository Institutions Act of 1982 (the "Garn-St Germain Act"), preempts state
constitutional, statutory and case law that prohibit the enforcement of
due-on-sale clauses and permits lenders to enforce these clauses in accordance
with their terms, subject to certain limited exceptions. The Garn-St Germain Act
does "encourage" lenders to permit assumption of loans at the original rate of
interest or at some other rate less than the average of the original rate and
the market rate.
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The Garn-St Germain Act also sets forth nine specific instances in which a
mortgage lender covered by the Garn-St Germain Act may not exercise a
due-on-sale clause, notwithstanding the fact that a transfer of the property may
have occurred. These include intra-family transfers, certain transfers by
operation of law, leases of fewer than three years and the creation of a junior
encumbrance. Regulations promulgated under the Garn-St Germain Act also prohibit
the imposition of a prepayment penalty upon the acceleration of a loan pursuant
to a due-on-sale clause.
The inability to enforce a due-on-sale clause may result in a mortgage loan
bearing an interest rate below the current market rate being assumed by a new
home buyer rather than being paid off, which may have an impact upon the average
life of the Mortgage Loans and the number of Mortgage Loans which may be
outstanding until maturity.
Upon foreclosure, courts have imposed general equitable principles. These
equitable principles are generally designed to relieve the borrower from the
legal effect of its defaults under the loan documents. Examples of judicial
remedies that have been fashioned include judicial requirements that the lender
undertake affirmative and expensive actions to determine the causes for the
borrower's default and the likelihood that the borrower will be able to
reinstate the loan. In some cases, courts have required that lenders reinstate
loans or recast payment schedules in order to accommodate borrowers who are
suffering from temporary financial disability. In other cases, courts have
limited the right of the lender to foreclose if the default under the mortgage
instrument is not monetary, such as the borrower failing to adequately maintain
the property. Finally, some courts have been faced with the issue of whether or
not federal or state constitutional provisions reflecting due process concerns
for adequate notice require that borrowers under deeds of trust, deeds to secure
debt or mortgages receive notices in addition to the statutorily prescribed
minimum. For the most part, these cases have upheld the notice provisions as
being reasonable or have found that the sale by a trustee under a deed of trust,
or under a deed to secure a debt or a mortgage having a power of sale, does not
involve sufficient state action to afford constitutional protections to the
borrower.
Applicability of Usury Laws
Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980 ("Title V"), provides that state usury limitations shall not apply
to certain types of residential first mortgage loans originated by certain
lenders after March 31, 1980. A similar federal statute was in effect with
respect to mortgage loans made during the first three months of 1980. The Office
of Thrift Supervision is authorized to issue rules and regulations and to
publish interpretations governing implementation of Title V. The statute
authorized any state to impose interest rate limits by adopting, before April 1,
1983, a law or constitutional provision which expressly rejects application of
the federal law. In addition, even where Title V is not so rejected, any state
is authorized by the law to adopt a provision limiting discount points or other
charges on mortgage loans covered by Title V. Certain states have taken action
to reimpose interest rate limits or to limit discount points or other charges.
Unless otherwise set forth in the related Prospectus Supplement, each
Mortgage Collateral Seller, or another specified party, will have represented
that each Mortgage Loan was originated in compliance with then applicable state
laws, including usury laws, in all material respects. However, the Mortgage
Rates on the Mortgage Loans will be subject to applicable usury laws as in
effect from time to time.
Alternative Mortgage Instruments
Alternative mortgage instruments, including adjustable rate mortgage loans
and early ownership mortgage loans, originated by non-federally chartered
lenders, have historically been subjected to a variety of restrictions. Such
restrictions differed from state to state, resulting in difficulties in
determining whether a particular alternative mortgage instrument originated by a
state-chartered lender was in compliance with applicable law. These difficulties
were alleviated substantially as a result of the enactment of Title VIII of the
Garn-St Germain Act ("Title VIII"). Title VIII provides that, notwithstanding
any state law to the contrary, (i) state-chartered banks may originate
alternative mortgage instruments in accordance with regulations promulgated by
the Comptroller of the Currency with respect to the origination of alternative
mortgage instruments by national banks, (ii) state-chartered credit unions may
originate alternative mortgage instruments in accordance with regulations
promulgated by the National Credit Union Administration with respect to
origination of alternative mortgage instruments by federal credit unions and
(iii) all other non-federally chartered housing creditors, including
state-chartered savings and loan associations,
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state-chartered savings banks and mutual savings banks and mortgage banking
companies, may originate alternative mortgage instruments in accordance with the
regulations promulgated by the Federal Home Loan Bank Board, predecessor to the
Office of Thrift Supervision, with respect to origination of alternative
mortgage instruments by federal savings and loan associations. Title VIII also
provides that any state may reject applicability of the provisions of Title VIII
by adopting, prior to October 15, 1985, a law or constitutional provision
expressly rejecting the applicability of such provisions. Certain states have
taken such action.
The Contracts
General
A Contract evidences both (a) the obligation of the Mortgagor to repay the
loan evidenced thereby and (b) the grant of a security interest in the
Manufactured Home to secure repayment of such loan. Certain aspects of both
features of the Contracts are described below.
Security Interests in Manufactured Homes
The law governing perfection of a security interest in a Manufactured Home
varies from state to state. Security interests in manufactured homes may be
perfected either by notation of the secured party's lien on the certificate of
title or by delivery of the required documents and payments of a fee to the
state motor vehicle authority, depending on state law. In some non-title states,
perfection pursuant to the provisions of the UCC is required. The lender, the
Servicer or the Master Servicer may effect such notation or delivery of the
required documents and fees, and obtain possession of the certificate of title,
as appropriate under the laws of the state in which any Manufactured Home
securing a Contract is registered. In the event the Master Servicer, the
Servicer or the lender fails to effect such notation or delivery, or files the
security interest under the wrong law (for example, under a motor vehicle title
statute rather than under the UCC, in a few states), the Certificateholders may
not have a first priority security interest in the Manufactured Home securing a
Contract. As manufactured homes have become larger and often have been attached
to their sites without any apparent intention to move them, courts in many
states have held that manufactured homes, under certain circumstances, may
become subject to real estate title and recording laws. As a result, a security
interest in a manufactured home could be rendered subordinate to the interests
of other parties claiming an interest in the home under applicable state real
estate law. In order to perfect a security interest in a manufactured home under
real estate laws, the holder of the security interest must record a mortgage,
deed of trust or deed to secure debt, as applicable, under the real estate laws
of the state where the manufactured home is located. These filings must be made
in the real estate records office of the county where the manufactured home is
located. Unless otherwise provided in the related Prospectus Supplement,
substantially all of the Contracts will contain provisions prohibiting the
Mortgagor from permanently attaching the Manufactured Home to its site. So long
as the Mortgagor does not violate this agreement and a court does not hold that
the Manufactured Home is real property, a security interest in the Manufactured
Home will be governed by the certificate of title laws or the UCC, and the
notation of the security interest on the certificate of title or the filing of a
UCC financing statement will be effective to maintain the priority of the
seller's security interest in the Manufactured Home. If, however, a Manufactured
Home is permanently attached to its site or if a court determines that a
Manufactured Home is real property, other parties could obtain an interest in
the Manufactured Home which is prior to the security interest originally
retained by the Mortgage Collateral Seller and transferred to the Company. In
certain cases, the Master Servicer or the Servicer, as applicable, may be
required to perfect a security interest in the Manufactured Home under
applicable real estate laws. If such real estate recordings are not required and
if any of the foregoing events were to occur, the only recourse of the
Certificateholders would be against the Mortgage Collateral Seller pursuant to
its repurchase obligation for breach of representations or warranties.
The Company will assign its security interests in the Manufactured Homes to
the Trustee on behalf of the Certificateholders. See "Description of the
Certificates-Assignment of Contracts." Unless otherwise specified in the related
Prospectus Supplement, if a Manufactured Home is governed by the applicable
motor vehicle laws of the relevant state neither the Company nor the Trustee
will amend the certificates of title to identify the Trustee as the new secured
party. Accordingly, the Company or such other entity as may be specified in the
Prospectus Supplement will continue to be named as the secured party on the
certificates of title relating to the Manufactured
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Homes. However, there exists a risk that, in the absence of an amendment to the
certificate of title, such assignment of the security interest may not be held
effective against subsequent purchasers of a Manufactured Home or subsequent
lenders who take a security interest in the Manufactured Home or creditors of
the assignor.
If the owner of a Manufactured Home moves it to a state other than the
state in which such Manufactured Home initially is registered and if steps are
not taken to re-perfect the Trustee's security interest in such state, the
security interest in the Manufactured Home will cease to be perfected. While in
many circumstances the Trustee would have the opportunity to re-perfect its
security interest in the Manufactured Home in the state of relocation, there can
be no assurance that the Trustee will be able to do so.
When a Mortgagor under a Contract sells a Manufactured Home, the Trustee,
or the Servicer or the Master Servicer on behalf of the Trustee, must surrender
possession of the certificate of title or will receive notice as a result of its
lien noted thereon and accordingly will have an opportunity to require
satisfaction of the related lien before release of the lien.
Under the laws of most states, liens for repairs performed on a
Manufactured Home take priority over a perfected security interest. The
applicable Mortgage Collateral Seller generally will represent that it has no
knowledge of any such liens with respect to any Manufactured Home securing
payment on any Contract. However, such liens could arise at any time during the
term of a Contract. No notice will be given to the Trustee or Certificateholders
in the event such a lien arises and such lien would not give rise to a
repurchase obligation on the part of the party specified in the Pooling and
Servicing Agreement.
To the extent that Manufactured Homes are not treated as real property
under applicable state law, contracts generally are "chattel paper" as defined
in the UCC in effect in the states in which the Manufactured Homes initially
were registered. Pursuant to the UCC, the sale of chattel paper is treated in a
manner similar to perfection of a security interest in chattel paper. Under the
Pooling and Servicing Agreement, the Master Servicer or the Company, as the case
may be, will transfer physical possession of the Contracts to the Trustee or its
Custodian. In addition, the Master Servicer will make an appropriate filing of a
UCC-1 financing statement in the appropriate states to give notice of the
Trustee's ownership of the Contracts. Unless otherwise specified in the related
Prospectus Supplement, the Contracts will not be stamped or marked otherwise to
reflect their assignment from the Company to the Trustee. Therefore, if a
subsequent purchaser were able to take physical possession of the Contracts
without notice of such assignment, the Trustee's interest in the Contracts could
be defeated. To the extent that Manufactured Homes are treated as real property
under applicable state law, Contracts will be treated in a manner similar to
that described above with regard to Mortgage Loans. See "--The Mortgage Loans"
above.
Enforcement of Security Interests in Manufactured Homes
The Servicer or the Master Servicer on behalf of the Trustee, to the extent
required by the related Pooling and Servicing Agreement, may take action to
enforce the Trustee's security interest with respect to Contracts in default by
repossession and sale of the Manufactured Homes securing such defaulted
Contracts. So long as the Manufactured Home has not become subject to real
estate law, a creditor generally can repossess a Manufactured Home securing a
Contract by voluntary surrender, by "self-help" repossession that is "peaceful"
or, in the absence of voluntary surrender and the ability to repossess without
breach of the peace, by judicial process. The UCC and consumer protection laws
in most states place restrictions on repossession sales, including requiring
prior notice to the debtor and commercial reasonableness in effecting such a
sale. The debtor may also have a right to redeem the Manufactured Home at or
before resale.
Certain statutory provisions, including federal and state bankruptcy and
insolvency laws and general equitable principles, may limit or delay the ability
of a lender to repossess and resell collateral or enforce a deficiency judgment.
For a discussion of deficiency judgments, see "--The Mortgage
Loans-Anti-Deficiency Legislation and Other Limitations on Lenders" above.
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Consumer Protection Laws
If the transferor of a consumer credit contract is also the seller of goods
that give rise to the transaction (and, in certain cases, related lenders and
assignees), the "Holder-in-Due-Course" rule of the Federal Trade Commission is
intended to defeat the ability of such transferor to transfer such contract free
of notice of claims by the debtor thereunder. The effect of this rule is to
subject the assignee of such a contract to all claims and defenses that the
debtor could assert against the seller of goods. Liability under this rule is
limited to amounts paid under a Contract; however, the Mortgagor also may be
able to assert the rule to set off remaining amounts due as a defense against a
claim brought against such Mortgagor. Numerous other federal and state consumer
protection laws impose requirements applicable to the origination and lending
pursuant to the Contracts, including the Truth in Lending Act, the Federal Trade
Commission Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the
Equal Credit Opportunity Act, the Fair Debt Collection Practices Act and the
Uniform Consumer Credit Code. In the case of some of these laws, the failure to
comply with their provisions may affect the enforceability of the related
Contract.
"Due-on-Sale" Clauses
The Contracts, in general, prohibit the sale or transfer of the related
Manufactured Homes without the consent of the Company, the Master Servicer or
the Servicer and permit the acceleration of the maturity of the Contracts by the
Company, the Master Servicer or the Servicer upon any such sale or transfer that
is not consented to. Unless otherwise specified in the related Prospectus
Supplement, the Company, the Master Servicer or the Servicer generally will
permit most transfers of Manufactured Homes and not accelerate the maturity of
the related Contracts. In certain cases, the transfer may be made by a
delinquent Mortgagor in order to avoid a repossession proceeding with respect to
a Manufactured Home.
In the case of a transfer of a Manufactured Home after which the Company
desires to accelerate the maturity of the related Contract, the Company's
ability to do so will depend on the enforceability under state law of the
"due-on-sale" clause. The Garn-St Germain Act preempts, subject to certain
exceptions and conditions, state laws prohibiting enforcement of "due-on-sale"
clauses applicable to the Manufactured Homes. In some states the Company or the
Master Servicer may be prohibited from enforcing a "due-on-sale" clause in
respect of certain Manufactured Homes.
Applicability of Usury Laws
Title V provides that, subject to certain conditions, state usury
limitations shall not apply to any loan that is secured by a first lien on
certain kinds of manufactured housing. For a discussion of Title V, see "-The
Mortgage Loans-Applicability of Usury Laws" above. Unless otherwise specified in
the related Pooling and Servicing Agreement, each Mortgage Collateral Seller, or
another specified party, will represent that all of the Contracts comply with
applicable usury laws.
Environmental Legislation
Real property pledged as security to a lender may be subject to unforeseen
environmental risks. Most environmental statutes create obligations for any
party that can be classified as the "owner" or "operator" of a "facility"
(referring to both operating facilities and to real property). Under the laws of
some states and under the federal Comprehensive Environmental Response,
Compensation and Liability Act of 1980 ("CERCLA"), a lender may be liable, as an
"owner" or "operator," for costs arising out of releases or threatened releases
of hazardous substances that require remedy at a mortgaged property, if agents
or employees of the lender have become sufficiently involved in the operations
of the borrower or, subsequent to a foreclosure, in the management of the
property. Such liability may arise regardless of whether the environmental
damage or threat was caused by a prior owner.
Under federal and certain state laws, contamination of a property may give
rise to a lien on the property to assure the payment of costs of clean-up. Under
federal law and in several states, such a lien has priority over the lien of an
existing mortgage against such property. If a lender is or becomes directly
liable following a foreclosure, it may be precluded from bringing an action for
contribution against the owner or operator who created the environmental hazard.
Such clean-up costs may be substantial. It is possible that such costs could
become a liability
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of the related Trust Fund and occasion a loss to Certificateholders in certain
circumstances described above if such remedial costs were incurred.
The Asset Conservation, Lender Liability and Deposit Insurance Act of 1996
(the "Conservation Act") amended, among other things, the provisions of CERCLA
with respect to lender liability and the secured creditor exemption. The
Conservation Act offers substantial protection to lenders by defining the
activities in which a lender can engage and still have the benefit of the
secured creditor exemption. In order for a lender to be deemed to have
participated in the management of a mortgaged property, the lender must actually
participate in the operational affairs of the mortgaged property. The
Conservation Act provides that "merely having the capacity to influence, or
unexercised right to control" operations does not constitute participation in
management. A lender will lose the protection of the secured creditor exemption
only if it exercises decision-making control over the mortgagor's environmental
compliance and hazardous substance handling and disposal practices, or assumes
day-to-day management of substantially all of the operational functions of the
mortgaged property. The Conservation Act also provides that a lender will
continue to have the benefit of the secured creditor exemption even if it
forecloses on a mortgaged property, purchases it at a foreclosure sale or
accepts a deed-in-lieu of foreclosure provided that the lender seeks to sell the
mortgaged property at the earliest practicable commercially reasonable time on
commercially reasonable terms.
Except as otherwise specified in the applicable Prospectus Supplement, at
the time the Mortgage Loans or Contracts were originated, no environmental
assessment or a very limited environment assessment of the Mortgaged Properties
will have been conducted.
Soldiers' and Sailors' Civil Relief Act of 1940
Under the terms of the Relief Act, a borrower who enters military service
after the origination of such borrower's mortgage loan or contract (including a
borrower who was in reserve status and is called to active duty after
origination of the mortgage loan or contract), may not be charged interest
(including fees and charges) above an annual rate of 6% during the period of
such borrower's active duty status, unless a court orders otherwise upon
application of the lender. The Relief Act applies to borrowers who are members
of the Air Force, Army, Marines, Navy, National Guard, Reserves or Coast Guard,
and officers of the U.S. Public Health Service assigned to duty with the
military. Because the Relief Act applies to borrowers who enter military service
(including reservists who are called to active duty) after origination of the
related mortgage loan or contract, no information can be provided as to the
number of Mortgage Loans or Contracts that may be affected by the Relief Act.
With respect to Mortgage Loans or Contracts included in a Trust Fund,
application of the Relief Act would adversely affect, for an indeterminate
period of time, the ability of the Servicer or the Master Servicer, as
applicable, to collect full amounts of interest on such Mortgage Collateral. Any
shortfall in interest collections resulting from the application of the Relief
Act or similar legislation or regulations, which would not be recoverable from
the related Mortgage Loans or Contracts, would result in a reduction of the
amounts distributable to the holders of the related Certificates, and would not
be covered by Advances or any form of credit enhancement provided in connection
with the related series of Certificates. In addition, the Relief Act imposes
limitations that would impair the ability of the Servicer or the Master
Servicer, as applicable, to foreclose on an affected Mortgage Loan or Contract
during the Mortgagor's period of active duty status, and, under certain
circumstances, during an additional three month period thereafter. Thus, in the
event that the Relief Act or similar legislation or regulations applies to any
Mortgage Loan or Contract which goes into default, there may be delays in
payment and losses on the related Certificates in connection therewith. Any
other interest shortfalls, deferrals or forgiveness of payments on the Mortgage
Loans or Contracts resulting from similar legislation or regulations may result
in delays in payments or losses to Certificateholders of the related series.
Default Interest and Limitations on Prepayments
Notes and mortgages may contain provisions that obligate the borrower to
pay a late charge or additional interest if payments are not timely made, and in
some circumstances, may prohibit prepayments for a specified period and/or
condition prepayments upon the borrower's payment of prepayment fees or yield
maintenance penalties. In certain states, there are or may be specific
limitations upon the late charges which a lender may collect
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from a borrower for delinquent payments. Certain states also limit the amounts
that a lender may collect from a borrower as an additional charge if the loan is
prepaid. In addition, the enforceability of provisions that provide for
prepayment fees or penalties upon an involuntary prepayment is unclear under the
laws of many states. Most conventional single-family mortgage loans may be
prepaid in full or in part without penalty. The regulations of the Federal Home
Loan Bank Board, as succeeded by the OTS, prohibit the imposition of a
prepayment penalty or equivalent fee for or in connection with the acceleration
of a loan by exercise of a due-on-sale clause. A mortgagee to whom a prepayment
in full has been tendered may be compelled to give either a release of the
mortgage or an instrument assigning the existing mortgage. The absence of a
restraint on prepayment, particularly with respect to Mortgage Loans having
higher mortgage rates, may increase the likelihood of refinancing or other early
retirements of the Mortgage Loans.
Forfeitures in Drug and RICO Proceedings
Federal law provides that property owned by persons convicted of
drug-related crimes or of criminal violations of the Racketeer Influenced and
Corrupt Organizations ("RICO") statute can be seized by the government if the
property was used in, or purchased with the proceeds of, such crimes. Under
procedures contained in the Comprehensive Crime Control Act of 1984 (the "Crime
Control Act"), the government may seize the property even before conviction. The
government must publish notice of the forfeiture proceeding and may give notice
to all parties "known to have an alleged interest in the property," including
the holders of mortgage loans.
A lender may avoid forfeiture of its interest in the property if it
establishes that: (i) its mortgage was executed and recorded before commission
of the crime upon which the forfeiture is based, or (ii) the lender was, at the
time of execution of the mortgage, "reasonably without cause to believe" that
the property was used in, or purchased with the proceeds of, illegal drug or
RICO activities.
Negative Amortization Loans
A recent case held that state restrictions on the compounding of interest
are not preempted by the provisions of the Depository Institutions Deregulation
and Monetary Control Act of 1980 ("DIDMC") and as a result, a mortgage loan that
provided for negative amortization violated New Hampshire's requirement that
first mortgage loans provide for computation of interest on a simple interest
basis. The court did not address the applicability of the Alternative Mortgage
Transaction Parity Act of 1982, which authorizes a lender to make residential
mortgage loans that provide for negative amortization. As a result, the
enforceability of compound interest on mortgage loans that provide for negative
amortization is unclear. The case, which was decided by the First Circuit Court
of Appeals, is binding authority only on Federal District Courts in Maine, New
Hampshire, Massachusetts, Rhode Island and Puerto Rico.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
General
The following is a general discussion of certain anticipated material
federal income tax consequences of the purchase, ownership and disposition of
the Certificates offered hereunder. This discussion has been prepared with the
advice of Orrick, Herrington & Sutcliffe LLP and Thacher Proffitt & Wood,
counsel to the Company. This discussion is directed solely to Certificateholders
that hold the Certificates as capital assets within the meaning of Section 1221
of the Code and does not purport to discuss all federal income tax consequences
that may be applicable to particular categories of investors, some of which
(such as banks, insurance companies and foreign investors) may be subject to
special rules. In addition, the authorities on which this discussion, and the
opinion referred to below, are based are subject to change or differing
interpretations, which could apply retroactively. Taxpayers and preparers of tax
returns (including those filed by any REMIC or other issuer) should be aware
that under applicable Treasury regulations a provider of advice on specific
issues of law is not considered an income tax return preparer unless the advice
(i) is given with respect to events that have occurred at the time the advice is
rendered and is not given with respect to the consequences of contemplated
actions, and (ii) is directly relevant to the determination of
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an entry on a tax return. Accordingly, taxpayers should consult their tax
advisors and tax return preparers regarding the preparation of any item on a tax
return, even where the anticipated tax treatment has been discussed herein or in
a Prospectus Supplement. In addition to the federal income tax consequences
described herein, potential investors should consider the state and local tax
consequences, if any, of the purchase, ownership and disposition of the
Certificates. See "State and Other Tax Consequences." Certificateholders are
advised to consult their tax advisors concerning the federal, state, local or
other tax consequences to them of the purchase, ownership and disposition of the
Certificates offered hereunder.
The following discussion addresses certificates (the "REMIC Certificates")
representing interests in a Trust Fund, or a portion thereof, which the Master
Servicer or Certificate Administrator, as applicable, will covenant to elect to
have treated as a REMIC under Sections 860A through 860G (the "REMIC
Provisions") of the Code. The Prospectus Supplement for each series of
Certificates will indicate whether a REMIC election (or elections) will be made
for the related Trust Fund and, if such an election is to be made, will identify
all "regular interests" and "residual interests" in the REMIC. If a REMIC
election will not be made for a Trust Fund, the federal income consequences of
the purchase, ownership and disposition of the related Certificates will be set
forth in the related Prospectus Supplement. For purposes of this tax discussion,
references to a "Certificateholder" or a "holder" are to the beneficial owner of
a Certificate.
The following discussion is based in part upon the rules governing original
issue discount that are set forth in Sections 1271 through 1273 and Section 1275
of the Code and in the Treasury regulations issued thereunder (the "OID
Regulations"), and in part upon the REMIC Provisions and the Treasury
regulations issued thereunder (the "REMIC Regulations"). The OID Regulations,
which are effective with respect to debt instruments issued on or after April 4,
1994, do not adequately address certain issues relevant to, and in some
instances provide that they are not applicable to, securities such as the
Certificates.
REMICs
Classification of REMICs
Upon the issuance of each series of REMIC Certificates, Orrick, Herrington
& Sutcliffe LLP or Thacher Proffitt & Wood, counsel to the Company, will deliver
their opinion generally to the effect that, assuming compliance with all
provisions of the related Pooling and Servicing Agreement or Trust Agreement,
the related Trust Fund (or each applicable portion thereof) will qualify as a
REMIC and the REMIC Certificates offered with respect thereto will be considered
to evidence ownership of "regular interests" ("REMIC Regular Certificates") or
"residual interests" ("REMIC Residual Certificates") in that REMIC within the
meaning of the REMIC Provisions.
If an entity electing to be treated as a REMIC fails to comply with one or
more of the ongoing requirements of the Code for such status during any taxable
year, the Code provides that the entity will not be treated as a REMIC for such
year and thereafter. In that event, such entity may be taxable as a separate
corporation under Treasury regulations, and the related REMIC Certificates may
not be accorded the status or given the tax treatment described below. Although
the Code authorizes the Treasury Department to issue regulations providing
relief in the event of an inadvertent termination of REMIC status, no such
regulations have been issued. Any such relief, moreover, may be accompanied by
sanctions, such as the imposition of a corporate tax on all or a portion of the
Trust Fund's income for the period in which the requirements for such status are
not satisfied. The Pooling and Servicing Agreement or Trust Agreement, with
respect to each REMIC will include provisions designed to maintain the Trust
Fund's status as a REMIC under the REMIC Provisions. It is not anticipated that
the status of any Trust Fund as a REMIC will be terminated.
Characterization of Investments in REMIC Certificates
In general, the REMIC Certificates will be "real estate assets" within the
meaning of Section 856(c)(5)(A) of the Code and assets described in Section
7701(a)(19)(C) of the Code in the same proportion that the assets of the REMIC
underlying such Certificates would be so treated. Moreover, if 95% or more of
the assets of the REMIC
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qualify for any of the foregoing treatments at all times during a calendar year,
the REMIC Certificates will qualify for the corresponding status in their
entirety for that calendar year. Interest (including original issue discount) on
the REMIC Regular Certificates and income allocated to the class of REMIC
Residual Certificates will be interest described in Section 856(c)(3)(B) of the
Code to the extent that such Certificates are treated as "real estate assets"
within the meaning of Section 856(c)(5)(A) of the Code. In addition, the REMIC
Regular Certificates will be "qualified mortgages" within the meaning of Section
860G(a)(3)(C) of the Code if transferred to another REMIC on its startup day in
exchange for regular or residual interests therein. The determination as to the
percentage of the REMIC's assets that constitute assets described in the
foregoing sections of the Code will be made with respect to each calendar
quarter based on the average adjusted basis of each category of the assets held
by the REMIC during such calendar quarter. The Master Servicer or the
Certificate Administrator, as applicable, will report those determinations to
Certificateholders in the manner and at the times required by applicable
Treasury regulations.
The assets of the REMIC will include, in addition to Mortgage Collateral,
payments on Mortgage Collateral held pending distribution on the REMIC
Certificates and property acquired by foreclosure held pending sale, and may
include amounts in reserve accounts. It is unclear whether property acquired by
foreclosure held pending sale and amounts in reserve accounts would be
considered to be part of the Mortgage Collateral, or whether such assets (to the
extent not invested in assets described in the foregoing sections) otherwise
would receive the same treatment as the Mortgage Collateral for purposes of all
of the foregoing sections. In addition, in some instances Mortgage Collateral
(including Additional Collateral Loans) may not be treated entirely as assets
described in the foregoing sections. If the assets of a REMIC include Additional
Collateral Loans, the non-real property collateral, while itself not an asset of
the REMIC, could cause the Mortgage Collateral not to qualify for one or more of
such characterizations. If so, the related Prospectus Supplement will describe
the Mortgage Collateral (including Additional Collateral Loans) that may not be
so treated. The REMIC Regulations do provide, however, that payments on Mortgage
Collateral held pending distribution are considered part of the Mortgage
Collateral for purposes of Section 856(c)(5)(A) of the Code.
Tiered REMIC Structures
For certain series of REMIC Certificates, two or more separate elections
may be made to treat designated portions of the related Trust Fund as REMICs
("Tiered REMICs") for federal income tax purposes. Upon the issuance of any such
series of REMIC Certificates, Orrick, Herrington & Sutcliffe LLP or Thacher
Proffitt & Wood, counsel to the Company, will deliver their opinion generally to
the effect that, assuming compliance with all provisions of the related Pooling
and Servicing Agreement or Trust Agreement, the Tiered REMICs will each qualify
as a REMIC and the REMIC Certificates issued by the Tiered REMICs, respectively,
will be considered to evidence ownership of REMIC Regular Certificates or REMIC
Residual Certificates in the related REMIC within the meaning of the REMIC
Provisions.
Solely for purposes of determining whether the REMIC Certificates will be
"real estate assets" within the meaning of Section 856(c)(5)(A) of the Code, and
"loans secured by an interest in real property" under Section 7701(a)(19)(C) of
the Code, and whether the income on such Certificates is interest described in
Section 856(c)(3)(B) of the Code, the Tiered REMICs will be treated as one
REMIC. The Small Business Job Protection Act of 1996 repealed the application of
Section 593(d) of the Code to any taxable year after December 31, 1995.
Taxation of Owners of REMIC Regular Certificates
General. Except as otherwise stated in this discussion, REMIC Regular
Certificates will be treated for federal income tax purposes as debt instruments
issued by the REMIC and not as ownership interests in the REMIC or its assets.
Moreover, holders of REMIC Regular Certificates that otherwise report income
under a cash method of accounting will be required to report income with respect
to REMIC Regular Certificates under an accrual method.
Original Issue Discount. Certain REMIC Regular Certificates may be issued
with "original issue discount" within the meaning of Section 1273(a) of the
Code. Any holders of REMIC Regular Certificates issued with original issue
discount generally will be required to include original issue discount in income
as it accrues, in accordance with the method described below, in advance of the
receipt of the cash attributable to such income. In addition,
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Section 1272(a)(6) of the Code provides special rules applicable to REMIC
Regular Certificates and certain other debt instruments issued with original
issue discount. Regulations have not been issued under that section.
The Code requires that a prepayment assumption be used with respect to
Mortgage Collateral held by a REMIC in computing the accrual of original issue
discount on REMIC Regular Certificates issued by that REMIC, and that
adjustments be made in the amount and rate of accrual of such discount to
reflect differences between the actual prepayment rate and the prepayment
assumption. The prepayment assumption is to be determined in a manner prescribed
in Treasury regulations; as noted above, those regulations have not been issued.
The Conference Committee Report (the "Committee Report") accompanying the Tax
Reform Act of 1986 indicates that the regulations will provide that the
prepayment assumption used with respect to a REMIC Regular Certificate must be
the same as that used in pricing the initial offering of such REMIC Regular
Certificate. The Prepayment Assumption used by the Master Servicer or the
Certificate Administrator, as applicable, in reporting original issue discount
for each series of REMIC Regular Certificates will be consistent with this
standard and will be disclosed in the related Prospectus Supplement. However,
neither the Company, the Master Servicer nor the Certificate Administrator will
make any representation that the Mortgage Collateral will in fact prepay at a
rate conforming to the Prepayment Assumption or at any other rate.
The original issue discount, if any, on a REMIC Regular Certificate will be
the excess of its stated redemption price at maturity over its issue price. The
issue price of a particular class of REMIC Regular Certificates will be the
first cash price at which a substantial amount of REMIC Regular Certificates of
that class is sold (excluding sales to bond houses, brokers and underwriters).
If less than a substantial amount of a particular class of REMIC Regular
Certificates is sold for cash on or prior to the date of their initial issuance
(the "Closing Date"), the issue price for such class will be treated as the fair
market value of such class on the Closing Date. Under the OID Regulations, the
stated redemption price of a REMIC Regular Certificate is equal to the total of
all payments to be made on such Certificate other than "qualified stated
interest." "Qualified stated interest" includes interest that is unconditionally
payable at least annually at a single fixed rate, or in the case of a variable
rate debt instrument, at a "qualified floating rate," an "objective rate," a
combination of a single fixed rate and one or more "qualified floating rates" or
one "qualified inverse floating rate," or a combination of "qualified floating
rates" that generally does not operate in a manner that accelerates or defers
interest payments on such REMIC Regular Certificate.
In the case of REMIC Regular Certificates bearing adjustable interest
rates, the determination of the total amount of original issue discount and the
timing of the inclusion thereof will vary according to the characteristics of
such REMIC Regular Certificates. If the original issue discount rules apply to
such Certificates, the related Prospectus Supplement will describe the manner in
which such rules will be applied by the Master Servicer or the Certificate
Administrator, as applicable, with respect to those Certificates in preparing
information returns to the Certificateholders and the Internal Revenue Service
("IRS").
Certain classes of the REMIC Regular Certificates may provide for the first
interest payment with respect to such Certificates to be made more than one
month after the date of issuance, a period which is longer than the subsequent
monthly intervals between interest payments. Assuming the "accrual period" (as
defined herein) for original issue discount is each monthly period that ends on
a Distribution Date, in some cases, as a consequence of this "long first accrual
period," some or all interest payments may be required to be included in the
stated redemption price of the REMIC Regular Certificate and accounted for as
original issue discount. Because interest on REMIC Regular Certificates must in
any event be accounted for under an accrual method, applying this analysis would
result in only a slight difference in the timing of the inclusion in income of
the yield on the REMIC Regular Certificates.
In addition, if the accrued interest to be paid on the first Distribution
Date is computed with respect to a period that begins prior to the Closing Date,
a portion of the purchase price paid for a REMIC Regular Certificate will
reflect such accrued interest. In such cases, information returns to the
Certificateholders and the IRS will be based on the position that the portion of
the purchase price paid for the interest accrued with respect to periods prior
to the Closing Date is treated as part of the overall cost of such REMIC Regular
Certificate (and not as a separate asset
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the cost of which is recovered entirely out of interest received on the next
Distribution Date) and that portion of the interest paid on the first
Distribution Date in excess of interest accrued for a number of days
corresponding to the number of days from the Closing Date to the first
Distribution Date should be included in the stated redemption price of such
REMIC Regular Certificate. However, the OID Regulations state that all or some
portion of such accrued interest may be treated as a separate asset the cost of
which is recovered entirely out of interest paid on the first Distribution Date.
It is unclear how an election to do so would be made under the OID Regulations
and whether such an election could be made unilaterally by a Certificateholder.
Notwithstanding the general definition of original issue discount, original
issue discount on a REMIC Regular Certificate will be considered to be de
minimis if it is less than 0.25% of the stated redemption price of the REMIC
Regular Certificate multiplied by its weighted average maturity. For this
purpose, the weighted average maturity of the REMIC Regular Certificate is
computed as the sum of the amounts determined, as to each payment included in
the stated redemption price of such REMIC Regular Certificate, by multiplying
(i) the number of complete years (rounding down for partial years) from the
issue date until such payment is expected to be made (presumably taking into
account the Prepayment Assumption) by (ii) a fraction, the numerator of which is
the amount of the payment, and the denominator of which is the stated redemption
price at maturity of such REMIC Regular Certificate. Under the OID Regulations,
original issue discount of only a de minimis amount (other than de minimis
original issue discount attributable to a so-called "teaser" interest rate or an
initial interest holiday) will be included in income as each payment of stated
principal is made, based on the product of the total amount of such de minimis
original issue discount and a fraction, the numerator of which is the amount of
such principal payment and the denominator of which is the outstanding stated
principal amount of the REMIC Regular Certificate. The OID Regulations also
would permit a Certificateholder to elect to accrue de minimis original issue
discount into income currently based on a constant yield method. See "--Market
Discount" for a description of such election under the OID Regulations.
If original issue discount on a REMIC Regular Certificate is in excess of a
de minimis amount, the holder of such Certificate must include in ordinary gross
income the sum of the "daily portions" of original issue discount for each day
during its taxable year on which it held such REMIC Regular Certificate,
including the purchase date but excluding the disposition date. In the case of
an original holder of a REMIC Regular Certificate, the daily portions of
original issue discount will be determined as follows.
As to each "accrual period," that is, unless otherwise stated in the
related Prospectus Supplement, each period that ends on a date that corresponds
to a Distribution Date and begins on the first day following the immediately
preceding accrual period (or in the case of the first such period, begins on the
Closing Date), a calculation will be made of the portion of the original issue
discount that accrued during such accrual period. The portion of original issue
discount that accrues in any accrual period will equal the excess, if any, of
(i) the sum of (A) the present value, as of the end of the accrual period, of
all of the distributions remaining to be made on the REMIC Regular Certificate,
if any, in future periods and (B) the distributions made on such REMIC Regular
Certificate during the accrual period of amounts included in the stated
redemption price, over (ii) the adjusted issue price of such REMIC Regular
Certificate at the beginning of the accrual period. The present value of the
remaining distributions referred to in the preceding sentence will be calculated
(1) assuming that distributions on the REMIC Regular Certificate will be
received in future periods based on the Mortgage Collateral being prepaid at a
rate equal to the Prepayment Assumption and (2) using a discount rate equal to
the original yield to maturity of the Certificate. For these purposes, the
original yield to maturity of the Certificate will be calculated based on its
issue price and assuming that distributions on the Certificate will be made in
all accrual periods based on the Mortgage Collateral being prepaid at a rate
equal to the Prepayment Assumption. The adjusted issue price of a REMIC Regular
Certificate at the beginning of any accrual period will equal the issue price of
such Certificate, increased by the aggregate amount of original issue discount
that accrued with respect to such Certificate in prior accrual periods, and
reduced by the amount of any distributions made on such REMIC Regular
Certificate in prior accrual periods of amounts included in its stated
redemption price. The original issue discount accruing during any accrual
period, computed as described above, will be allocated ratably to each day
during the accrual period to determine the daily portion of original issue
discount for such day.
The OID Regulations suggest that original issue discount with respect to
securities that represent multiple uncertificated REMIC regular interests, in
which ownership interests will be issued simultaneously to the same buyer
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and which may be required under the related Pooling and Servicing Agreement to
be transferred together, should be computed on an aggregate method. In the
absence of further guidance from the IRS, original issue of multiple
uncertificated REMIC regular interests will be reported to the IRS and the
Certificateholders on an aggregate method based on a single overall constant
yield and the prepayment assumption stated in the related Prospectus Supplement,
treating all such uncertificated regular interests as a single debt instrument
as set forth in the OID Regulations, so long as the Pooling and Servicing
Agreement requires that such uncertificated regular interests be transferred
together.
A subsequent purchaser of a REMIC Regular Certificate that purchases such
Certificate at a cost (excluding any portion of such cost attributable to
accrued qualified stated interest) less than its remaining stated redemption
price will also be required to include in gross income the daily portions of any
original issue discount with respect to such Certificate. However, each such
daily portion will be reduced, if such cost is in excess of its "adjusted issue
price," in proportion to the ratio such excess bears to the aggregate original
issue discount remaining to be accrued on such REMIC Regular Certificate. The
adjusted issue price of a REMIC Regular Certificate on any given day equals (i)
the adjusted issue price (or, in the case of the first accrual period, the issue
price) of such Certificate at the beginning of the accrual period which includes
such day plus (ii) the daily portions of original issue discount for all days
during such accrual period prior to such day minus (iii) any principal payments
made during such accrual period prior to such day with respect to such
Certificate.
Market Discount. A Certificateholder that purchases a REMIC Regular
Certificate at a market discount, that is, in the case of a REMIC Regular
Certificate issued without original issue discount, at a purchase price less
than its remaining stated principal amount, or in the case of a REMIC Regular
Certificate issued with original issue discount, at a purchase price less than
its adjusted issue price will recognize income upon receipt of each distribution
representing stated redemption price. In particular, under Section 1276 of the
Code such a Certificateholder generally will be required to allocate the portion
of each such distribution representing stated redemption price first to accrued
market discount not previously included in income, and to recognize ordinary
income to that extent. A Certificateholder may elect to include market discount
in income currently as it accrues rather than including it on a deferred basis
in accordance with the foregoing. If made, such election will apply to all
market discount bonds acquired by such Certificateholder on or after the first
day of the first taxable year to which such election applies. In addition, the
OID Regulations permit a Certificateholder to elect to accrue all interest,
discount (including de minimis market or original issue discount) and premium in
income as interest, based on a constant yield method. If such an election were
made with respect to a REMIC Regular Certificate with market discount, the
Certificateholder would be deemed to have made an election to include currently
market discount in income with respect to all other debt instruments having
market discount that such Certificateholder acquires during the taxable year of
the election or thereafter, and possibly previously acquired instruments.
Similarly, a Certificateholder that made this election for a Certificate that is
acquired at a premium would be deemed to have made an election to amortize bond
premium with respect to all debt instruments having amortizable bond premium
that such Certificateholder owns or acquires. See "--Premium." Each of these
elections to accrue interest, discount and premium with respect to a Certificate
on a constant yield method or as interest may not be revoked without the consent
of the IRS.
However, market discount with respect to a REMIC Regular Certificate will
be considered to be de minimis for purposes of Section 1276 of the Code if such
market discount is less than 0.25% of the remaining stated redemption price of
such REMIC Regular Certificate multiplied by the number of complete years to
maturity remaining after the date of its purchase. In interpreting a similar
rule with respect to original issue discount on obligations payable in
installments, the OID Regulations refer to the weighted average maturity of
obligations, and it is likely that the same rule will be applied with respect to
market discount, presumably taking into account the Prepayment Assumption. If
market discount is treated as de minimis under this rule, it appears that the
actual discount would be treated in a manner similar to original issue discount
of a de minimis amount. See "--Original Issue Discount." Such treatment may
result in discount being included in income at a slower rate than discount would
be required to be included in income using the method described above.
Section 1276(b)(3) of the Code specifically authorizes the Treasury
Department to issue regulations providing for the method for accruing market
discount on debt instruments, the principal of which is payable in more than
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one installment. Until regulations are issued by the Treasury Department,
certain rules described in the Committee Report apply. The Committee Report
indicates that in each accrual period market discount on REMIC Regular
Certificates should accrue, at the Certificateholder's option: (i) on the basis
of a constant yield method, (ii) in the case of a REMIC Regular Certificate
issued without original issue discount, in an amount that bears the same ratio
to the total remaining market discount as the stated interest paid in the
accrual period bears to the total amount of stated interest remaining to be paid
on the REMIC Regular Certificate as of the beginning of the accrual period, or
(iii) in the case of a REMIC Regular Certificate issued with original issue
discount, in an amount that bears the same ratio to the total remaining market
discount as the original issue discount accrued in the accrual period bears to
the total original issue discount remaining on the REMIC Regular Certificate at
the beginning of the accrual period. Moreover, the Prepayment Assumption used in
calculating the accrual of original issue discount is to be used in calculating
the accrual of market discount. Because the regulations referred to in this
paragraph have not been issued, it is not possible to predict what effect such
regulations might have on the tax treatment of a REMIC Regular Certificate
purchased at a discount in the secondary market.
To the extent that REMIC Regular Certificates provide for monthly or other
periodic distributions throughout their term, the effect of these rules may be
to require market discount to be includible in income at a rate that is not
significantly slower than the rate at which such discount would accrue if it
were original issue discount. Moreover, in any event a holder of a REMIC Regular
Certificate generally will be required to treat a portion of any gain on the
sale or exchange of such Certificate as ordinary income to the extent of the
market discount accrued to the date of disposition under one of the foregoing
methods, less any accrued market discount previously reported as ordinary
income.
In addition, under Section 1277 of the Code, a holder of a REMIC Regular
Certificate may be required to defer a portion of its interest deductions for
the taxable year attributable to any indebtedness incurred or continued to
purchase or carry a REMIC Regular Certificate purchased with market discount.
For these purposes, the de minimis rule referred to above applies. Any such
deferred interest expense would not exceed the market discount that accrues
during such taxable year and is, in general, allowed as a deduction not later
than the year in which such market discount is includible in income. If such
holder elects to include market discount in income currently as it accrues on
all market discount instruments acquired by such holder in that taxable year or
thereafter, the interest deferral rule described above will not apply.
Premium. A REMIC Regular Certificate purchased at a cost (excluding any
portion of such cost attributable to accrued qualified stated interest) greater
than its remaining stated redemption price will be considered to be purchased at
a premium. The holder of such a REMIC Regular Certificate may elect under
Section 171 of the Code to amortize such premium under the constant yield method
over the life of the Certificate. If made, such an election will apply to all
debt instruments having amortizable bond premium that the holder owns or
subsequently acquires. Amortizable premium will be treated as an offset to
interest income on the related REMIC Regular Certificate, rather than as a
separate interest deduction. The OID Regulations also permit Certificateholders
to elect to include all interest, discount and premium in income based on a
constant yield method, further treating the Certificateholder as having made the
election to amortize premium generally. See "--Market Discount." The Committee
Report states that the same rules that apply to accrual of market discount
(which rules will require use of a Prepayment Assumption in accruing market
discount with respect to REMIC Regular Certificates without regard to whether
such Certificates have original issue discount) will also apply in amortizing
bond premium under Section 171 of the Code.
Realized Losses. Under Section 166 of the Code, both corporate holders of
the REMIC Regular Certificates and noncorporate holders of the REMIC Regular
Certificates that acquire such Certificates in connection with a trade or
business should be allowed to deduct, as ordinary losses, any losses sustained
during a taxable year in which their Certificates become wholly or partially
worthless as the result of one or more Realized Losses on the Mortgage
Collateral. However, it appears that a noncorporate holder that does not acquire
a REMIC Regular Certificate in connection with a trade or business will not be
entitled to deduct a loss under Section 166 of the Code until such holder's
Certificate becomes wholly worthless (i.e., until its outstanding principal
balance has been reduced to zero) and that the loss will be characterized as a
short-term capital loss.
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Each holder of a REMIC Regular Certificate will be required to accrue
interest and original issue discount with respect to such Certificate, without
giving effect to any reductions in distributions attributable to defaults or
delinquencies on the Mortgage Collateral or the Agency Certificates until it can
be established that any such reduction ultimately will not be recoverable. As a
result, the amount of taxable income reported in any period by the holder of a
REMIC Regular Certificate could exceed the amount of economic income actually
realized by the holder in such period. Although the holder of a REMIC Regular
Certificate eventually will recognize a loss or reduction in income attributable
to previously accrued and included income that, as the result of a realized
loss, ultimately will not be realized, the law is unclear with respect to the
timing and character of such loss or reduction in income.
Taxation of Owners of REMIC Residual Certificates
General. As residual interests, the REMIC Residual Certificates will be
subject to tax rules that differ significantly from those that would apply if
the REMIC Residual Certificates were treated for federal income tax purposes as
direct ownership interests in the Mortgage Collateral or as debt instruments
issued by the REMIC.
A holder of a REMIC Residual Certificate generally will be required to
report its daily portion of the taxable income or, subject to the limitations
noted in this discussion, the net loss of the REMIC for each day during a
calendar quarter that such holder owned such REMIC Residual Certificate. For
this purpose, the taxable income or net loss of the REMIC will be allocated to
each day in the calendar quarter ratably using a "30 days per month/90 days per
quarter/360 days per year" convention unless otherwise disclosed in the related
Prospectus Supplement. The daily amounts will then be allocated among the REMIC
Residual Certificateholders in proportion to their respective ownership
interests on such day. Any amount included in the gross income or allowed as a
loss of any REMIC Residual Certificateholder by virtue of this allocation will
be treated as ordinary income or loss. The taxable income of the REMIC will be
determined under the rules described below in "--Taxable Income of the REMIC"
and will be taxable to the REMIC Residual Certificateholders without regard to
the timing or amount of cash distributions by the REMIC. Ordinary income derived
from REMIC Residual Certificates will be "portfolio income" for purposes of the
taxation of taxpayers subject to limitations under Section 469 of the Code on
the deductibility of "passive losses."
A holder of a REMIC Residual Certificate that purchased such Certificate
from a prior holder of such Certificate also will be required to report on its
federal income tax return amounts representing its daily portion of the taxable
income (or net loss) of the REMIC for each day that it holds such REMIC Residual
Certificate. These daily portions generally will equal the amounts of taxable
income or net loss determined as described above. The Committee Report indicates
that certain modifications of the general rules may be made, by regulations,
legislation or otherwise, to reduce (or increase) the income or loss of a holder
of a REMIC Residual Certificateholder that purchased such REMIC Residual
Certificate from a prior holder of such Certificate at a price greater than (or
less than) the adjusted basis (as defined herein) such REMIC Residual
Certificate would have had in the hands of an original holder of such
Certificate. The REMIC Regulations, however, do not provide for any such
modifications.
Any payments received by a holder of a REMIC Residual Certificate in
connection with the acquisition of such REMIC Residual Certificate will be taken
into account in determining the income of such holder for federal income tax
purposes. Although it appears likely that any such payment would be includible
in income immediately upon its receipt, the IRS might assert that such payment
should be included in income over time according to an amortization schedule or
according to some other method. Because of the uncertainty concerning the
treatment of such payments, holders of REMIC Residual Certificates should
consult their tax advisors concerning the treatment of such payments for income
tax purposes.
The amount of income REMIC Residual Certificateholders will be required to
report (or the tax liability associated with such income) may exceed the amount
of cash distributions received from the REMIC for the corresponding period.
Consequently, REMIC Residual Certificateholders should have other sources of
funds sufficient to pay any federal income taxes due as a result of their
ownership of REMIC Residual Certificates or unrelated deductions against which
income may be offset, subject to the rules relating to "excess inclusions" and
"noneconomic" residual interests discussed below. The fact that the tax
liability associated with the income allocated
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to REMIC Residual Certificateholders may exceed the cash distributions received
by such REMIC Residual Certificateholders for the corresponding period may
significantly adversely affect such REMIC Residual Certificateholders' after-tax
rate of return.
Taxable Income of the REMIC. The taxable income of the REMIC will equal the
income from the Mortgage Collateral and other assets of the REMIC plus any
cancellation of indebtedness income due to the allocation of realized losses to
REMIC Regular Certificates, less the deductions allowed to the REMIC for
interest (including original issue discount and reduced by the amortization of
any premium received on issuance) on the REMIC Regular Certificates (and any
other class of REMIC Certificates constituting "regular interests" in the REMIC
not offered hereby), amortization of any premium on the Mortgage Collateral, bad
debt deductions with respect to the Mortgage Collateral and, except as described
below, for servicing, administrative and other expenses.
For purposes of determining its taxable income, the REMIC will have an
initial aggregate basis in its assets equal to their fair market value
immediately after their transfer to the REMIC. For this purpose, the Master
Servicer or the Certificate Administrator, as applicable, intends to treat the
fair market value of the Mortgage Collateral as being equal to the aggregate
issue prices of the REMIC Regular Certificates and REMIC Residual Certificates.
Such aggregate basis will be allocated among the Mortgage Collateral
collectively and the other assets of the REMIC in proportion to their respective
fair market values. The issue price of any REMIC Certificates offered hereby
will be determined in the manner described above under "--Taxation of Owners of
REMIC Regular Certificates--Original Issue Discount." Accordingly, if one or
more classes of REMIC Certificates are retained initially rather than sold, the
Master Servicer or the Certificate Administrator, as applicable, may be required
to estimate the fair market value of such interests in order to determine the
basis of the REMIC in the Mortgage Collateral and other property held by the
REMIC.
Subject to the possible application of the de minimis rules, the method of
accrual by the REMIC of original issue discount income and market discount
income with respect to Mortgage Collateral that it holds will be equivalent to
the method of accruing original issue discount income for REMIC Regular
Certificateholders (that is, under the constant yield method taking into account
the Prepayment Assumption). However, a REMIC that acquires Mortgage Collateral
at a market discount must include such discount in income currently, as it
accrues, on a constant interest basis. See "--Taxation of Owners of REMIC
Regular Certificates" above, which describes a method of accruing discount
income that is analogous to that required to be used by a REMIC as to Mortgage
Collateral with market discount that it holds.
An item of Mortgage Collateral will be deemed to have been acquired with
discount (or premium) to the extent that the REMIC's basis therein, determined
as described in the preceding paragraph, is less than (or greater than) its
stated redemption price. Any such discount will be includible in the income of
the REMIC as it accrues, in advance of receipt of the cash attributable to such
income, under a method similar to the method described above for accruing
original issue discount on the REMIC Regular Certificates. It is anticipated
that each REMIC will elect under Section 171 of the Code to amortize any premium
on the Mortgage Collateral. Premium on any item of Mortgage Collateral to which
such election applies may be amortized under a constant yield method, presumably
taking into account a Prepayment Assumption.
A REMIC will be allowed deductions for interest (including original issue
discount) on the REMIC Regular Certificates (including any other class of REMIC
Certificates constituting "regular interests" in the REMIC not offered hereby)
equal to the deductions that would be allowed if the REMIC Regular Certificates
(including any other class of REMIC Certificates constituting "regular
interests" in the REMIC not offered hereby) were indebtedness of the REMIC.
Original issue discount will be considered to accrue for this purpose as
described above under "--Taxation of Owners of REMIC Regular
Certificates-Original Issue Discount," except that the de minimis rule and the
adjustments for subsequent holders of REMIC Regular Certificates (including any
other class of Certificates constituting "regular interests" in the REMIC not
offered hereby) described therein will not apply.
If a class of REMIC Regular Certificates is issued at a price in excess of
the stated redemption price of such class (such excess, "Issue Premium"), the
net amount of interest deductions that are allowed the REMIC in each taxable
year with respect to the REMIC Regular Certificates of such class will be
reduced by an amount equal to
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the portion of the Issue Premium that is considered to be amortized or repaid in
that year. Although the matter is not entirely certain, it is likely that Issue
Premium would be amortized under a constant yield method in a manner analogous
to the method of accruing original issue discount described above under
"--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount."
As a general rule, the taxable income of the REMIC will be determined in
the same manner as if the REMIC were an individual having the calendar year as
its taxable year and using the accrual method of accounting. However, no item of
income, gain, loss or deduction allocable to a prohibited transaction will be
taken into account. See "--Prohibited Transactions and Other Possible REMIC
Taxes" below. Further, the limitation on miscellaneous itemized deductions
imposed on individuals by Section 67 of the Code (which allows such deductions
only to the extent they exceed in the aggregate two percent of the taxpayer's
adjusted gross income) will not be applied at the REMIC level so that the REMIC
will be allowed deductions for servicing, administrative and other non-interest
expenses in determining its taxable income. All such expenses will be allocated
as a separate item to the holders of REMIC Residual Certificates, subject to the
limitation of Section 67 of the Code. See "--Possible Pass-Through of
Miscellaneous Itemized Deductions" below. If the deductions allowed to the REMIC
exceed its gross income for a calendar quarter, such excess will be the net loss
for the REMIC for that calendar quarter.
Basis Rules, Net Losses and Distributions. The adjusted basis of a REMIC
Residual Certificate will be equal to the amount paid for such REMIC Residual
Certificate, increased by amounts included in the income of the related
Certificateholder and decreased (but not below zero) by distributions made, and
by net losses allocated, to such Certificateholder.
A REMIC Residual Certificateholder is not allowed to take into account any
net loss for any calendar quarter to the extent such net loss exceeds such REMIC
Residual Certificateholder's adjusted basis in its REMIC Residual Certificate as
of the close of such calendar quarter (determined without regard to such net
loss). Any loss that is not currently deductible by reason of this limitation
may be carried forward indefinitely to future calendar quarters and, subject to
the same limitation, may be used only to offset income from the REMIC Residual
Certificate. The ability of holders of REMIC Residual Certificates to deduct net
losses may be subject to additional limitations under the Code, as to which such
Certificateholders should consult their tax advisors.
Any distribution on a REMIC Residual Certificate will be treated as a
non-taxable return of capital to the extent it does not exceed the holder's
adjusted basis in such REMIC Residual Certificate. To the extent a distribution
on a REMIC Residual Certificate exceeds such adjusted basis, it will be treated
as gain from the sale of such REMIC Residual Certificate. Holders of certain
REMIC Residual Certificates may be entitled to distributions early in the term
of the related REMIC under circumstances in which their bases in such REMIC
Residual Certificates will not be sufficiently large that such distributions
will be treated as nontaxable returns of capital. Their bases in such REMIC
Residual Certificates will initially equal the amount paid for such REMIC
Residual Certificates and will be increased by their allocable shares of taxable
income of the Trust Fund. However, such basis increases may not occur until the
end of the calendar quarter, or perhaps the end of the calendar year, with
respect to which such REMIC taxable income is allocated to the holders of REMIC
Residual Certificates. To the extent such Certificateholders' initial bases are
less than the distributions to such REMIC Residual Certificateholders, and
increases in such initial bases either occur after such distributions or
(together with their initial bases) are less than the amount of such
distributions, gain will be recognized to such Certificateholders on such
distributions and will be treated as gain from the sale of their REMIC Residual
Certificates.
The effect of these rules is that a Certificateholder may not amortize its
basis in a REMIC Residual Certificate, but may only recover its basis through
distributions, through the deduction of its share of any net losses of the REMIC
or upon the sale of its REMIC Residual Certificate. See "--Sales of REMIC
Certificates" below. For a discussion of possible modifications of these rules
that may require adjustments to income of a holder of a REMIC Residual
Certificate other than an original holder in order to reflect any difference
between the cost of such REMIC Residual Certificate to such holder and the
adjusted basis such REMIC Residual Certificate would have had in the hands of
the original holder, see "--General" above.
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Excess Inclusions. Any "excess inclusions" with respect to a REMIC
Residual Certificate will be subject to federal income tax in all events.
In general, the "excess inclusions" with respect to a REMIC Residual
Certificate for any calendar quarter will be the excess, if any, of (i) the sum
of the daily portions of REMIC taxable income allocable to such REMIC Residual
Certificate over (ii) the sum of the "daily accruals" (as defined herein) for
each day during such quarter that such REMIC Residual Certificate was held by
such REMIC Residual Certificateholder. The daily accruals of a REMIC Residual
Certificateholder will be determined by allocating to each day during a calendar
quarter its ratable portion of the product of the "adjusted issue price" of the
REMIC Residual Certificate at the beginning of the calendar quarter and 120% of
the "long-term federal rate" in effect on the Closing Date. For this purpose,
the adjusted issue price of a REMIC Residual Certificate as of the beginning of
any calendar quarter will be equal to the issue price of the REMIC Residual
Certificate, increased by the sum of the daily accruals for all prior quarters
and decreased (but not below zero) by any distributions made with respect to
such REMIC Residual Certificate before the beginning of such quarter. The issue
price of a REMIC Residual Certificate is the initial offering price to the
public (excluding bond houses, brokers and underwriters) at which a substantial
amount of the REMIC Residual Certificates were sold. If less than a substantial
amount of a particular class of REMIC Residual Certificates is sold for cash on
or prior to the Closing Date, the issue price of such class will be treated as
the fair market value of such class on the Closing Date. The "long-term federal
rate" is an average of current yields on Treasury securities with a remaining
term of greater than nine years, computed and published monthly by the IRS.
For REMIC Residual Certificateholders, an excess inclusion (i) will not be
permitted to be offset by deductions, losses or loss carryovers from other
activities, (ii) will be treated as "unrelated business taxable income" to an
otherwise tax-exempt organization and (iii) will not be eligible for any rate
reduction or exemption under any applicable tax treaty with respect to the 30%
United States withholding tax imposed on distributions to REMIC Residual
Certificateholders that are foreign investors. See, however, "--Foreign
Investors in REMIC Certificates" below. Furthermore, for purposes of the
alternative minimum tax, (i) excess inclusions will not be permitted to be
offset by the alternative tax net operating loss deduction and (ii) alternative
minimum taxable income may not be less than the taxpayer's excess inclusions;
provided, however, that for purposes of (ii), alternative minimum taxable income
is determined without regard to the special rule that taxable income cannot be
less than excess inclusions. The latter rule has the effect of preventing
nonrefundable tax credits from reducing the taxpayer's income tax to an amount
lower than the alternative minimum tax on excess inclusions.
In the case of any REMIC Residual Certificates held by a real estate
investment trust, the aggregate excess inclusions with respect to such REMIC
Residual Certificates, reduced (but not below zero) by the real estate
investment trust taxable income (within the meaning of Section 857(b)(2) of the
Code, excluding any net capital gain), will be allocated among the shareholders
of such trust in proportion to the dividends received by such shareholders from
such trust, and any amount so allocated will be treated as an excess inclusion
with respect to a REMIC Residual Certificate as if held directly by such
shareholder. Treasury regulations yet to be issued could apply a similar rule to
regulated investment companies, common trust funds and certain cooperatives; the
REMIC Regulations currently do not address this subject.
Noneconomic REMIC Residual Certificates. Under the REMIC Regulations,
transfers of "noneconomic" REMIC Residual Certificates will be disregarded for
all federal income tax purposes if "a significant purpose of the transfer was to
enable the transferor to impede the assessment or collection of tax." If such
transfer is disregarded, the purported transferor will continue to remain liable
for any taxes due with respect to the income on such "noneconomic" REMIC
Residual Certificate. The REMIC Regulations provide that a REMIC Residual
Certificate is noneconomic unless, based on the Prepayment Assumption and on any
required or permitted clean up calls, or required qualified liquidation provided
for in the REMIC's organizational documents, (1) the present value of the
expected future distributions (discounted using the "applicable federal rate"
for obligations whose term ends on the close of the last quarter in which excess
inclusions are expected to accrue with respect to the REMIC Residual
Certificate, which rate is computed and published monthly by the IRS) on the
REMIC Residual Certificate equals at least the present value of the expected tax
on the anticipated excess inclusions, and (2) the transferor reasonably expects
that the transferee will receive distributions with respect to the REMIC
Residual Certificate at or after the time the taxes accrue on the anticipated
excess inclusions in an amount sufficient to satisfy the accrued
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taxes. Accordingly, all transfers of REMIC Residual Certificates that may
constitute noneconomic residual interests will be subject to certain
restrictions under the terms of the related Pooling and Servicing Agreement or
Trust Agreement that are intended to reduce the possibility of any such transfer
being disregarded. Such restrictions will require each party to a transfer to
provide an affidavit that no purpose of such transfer is to impede the
assessment or collection of tax, including certain representations as to the
financial condition of the prospective transferee, as to which the transferor
also is required to make a reasonable investigation to determine such
transferee's historic payment of its debts and ability to continue to pay its
debts as they come due in the future. Prior to purchasing a REMIC Residual
Certificate, prospective purchasers should consider the possibility that a
purported transfer of such REMIC Residual Certificate by such a purchaser to
another purchaser at some future date may be disregarded in accordance with the
above-described rules which would result in the retention of tax liability by
such purchaser.
The related Prospectus Supplement will disclose whether offered REMIC
Residual Certificates may be considered "noneconomic" residual interests under
the REMIC Regulations. Any such disclosure that a REMIC Residual Certificate
will not be considered "noneconomic" will be based upon certain assumptions, and
the Company will make no representation that a REMIC Residual Certificate will
not be considered "noneconomic" for purposes of the above-described rules. See
"--Foreign Investors in REMIC Certificates" below for additional restrictions
applicable to transfers of certain REMIC Residual Certificates to foreign
persons.
Mark-to-Market Rules. On December 24, 1996, the IRS released final
regulations (the "Mark-to-Market Regulations") relating to the requirement that
a securities dealer mark to market securities held for sale to customers. This
mark-to-market requirement applies to all securities owned by a dealer, except
to the extent that the dealer has specifically identified a security as held for
investment. The Mark-to-Market Regulations provide that for purposes of this
mark-to-market requirement, a REMIC Residual Certificate acquired on or after
January 4, 1995 is not treated as a security and thus may not be marked to
market. Prospective purchasers of a REMIC Residual Certificate should consult
their tax advisors regarding the possible application of the mark-to-market
requirement to REMIC Residual Certificates.
Possible Pass-Through of Miscellaneous Itemized Deductions. Fees and
expenses of a REMIC generally will be allocated to the holders of the related
REMIC Residual Certificates. The applicable Treasury regulations indicate,
however, that in the case of a REMIC that is similar to a single class grantor
trust, all or a portion of such fees and expenses should be allocated to the
holders of the related REMIC Regular Certificates. Unless otherwise stated in
the related Prospectus Supplement, such fees and expenses will be allocated to
holders of the related REMIC Residual Certificates in their entirety and not to
the holders of the related REMIC Regular Certificates.
With respect to REMIC Residual Certificates or REMIC Regular Certificates
the holders of which receive an allocation of fees and expenses in accordance
with the preceding discussion, if any holder thereof is an individual, estate or
trust, or a "pass-through entity" beneficially owned by one or more individuals,
estates or trusts, (i) an amount equal to such individual's, estate's or trust's
share of such fees and expenses will be added to the gross income of such holder
and (ii) such individual's, estate's or trust's share of such fees and expenses
will be treated as a miscellaneous itemized deduction allowable subject to the
limitation of Section 67 of the Code, which permits such deductions only to the
extent they exceed in the aggregate two percent of a taxpayer's adjusted gross
income. In addition, Section 68 of the Code provides that the amount of itemized
deductions otherwise allowable for an individual whose adjusted gross income
exceeds a specified amount will be reduced by the lesser of (i) 3% of the excess
of the individual's adjusted gross income over such amount or (ii) 80% of the
amount of itemized deductions otherwise allowable for the taxable year. The
amount of additional taxable income reportable by REMIC Certificateholders that
are subject to the limitations of either Section 67 or Section 68 of the Code
may be substantial. Furthermore, in determining the alternative minimum taxable
income of such a holder of a REMIC Certificate that is an individual, estate or
trust, or a "pass-through entity" beneficially owned by one or more individuals,
estates or trusts, no deduction will be allowed for such holder's allocable
portion of servicing fees and other miscellaneous itemized deductions of the
REMIC, even though an amount equal to the amount of such fees and other
deductions will be included in such holder's gross income. Accordingly, such
REMIC Certificates may not be appropriate investments for individuals, estates,
or trusts, or pass-through entities beneficially owned by one or more
individuals, estates or trusts. Such prospective investors should consult with
their tax advisors prior to making an investment in such Certificates.
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Sales of REMIC Certificates
If a REMIC Certificate is sold, the selling Certificateholder will
recognize gain or loss equal to the difference between the amount realized on
the sale and its adjusted basis in the REMIC Certificate. The adjusted basis of
a REMIC Regular Certificate generally will equal the cost of such REMIC Regular
Certificate to such Certificateholder, increased by income reported by such
Certificateholder with respect to such REMIC Regular Certificate (including
original issue discount and market discount income) and reduced (but not below
zero) by distributions on such REMIC Regular Certificate received by such
Certificateholder and by any amortized premium. The adjusted basis of a REMIC
Residual Certificate will be determined as described under "--Taxation of Owners
of REMIC Residual Certificates--Basis Rules, Net Losses and Distributions"
above. Except as described below, any such gain or loss generally will be
capital gain or loss.
Gain from the sale of a REMIC Regular Certificate that might otherwise be
capital gain will be treated as ordinary income to the extent such gain does not
exceed the excess, if any, of (i) the amount that would have been includible in
the seller's income with respect to such REMIC Regular Certificate had income
accrued thereon at a rate equal to 110% of the "applicable federal rate"
(generally, a rate based on an average of current yields on Treasury securities
having a maturity comparable to that of the Certificate, which rate is computed
and published monthly by the IRS), determined as of the date of purchase of such
REMIC Regular Certificate, over (ii) the amount of ordinary income actually
includible in the seller's income prior to such sale. In addition, gain
recognized on the sale of a REMIC Regular Certificate by a seller who purchased
such REMIC Regular Certificate at a market discount will be taxable as ordinary
income to the extent of any accrued and previously unrecognized market discount
that accrued during the period the Certificate was held. See "--Taxation of
Owners of REMIC Regular Certificates--Market Discount" above.
REMIC Certificates will be "evidences of indebtedness" within the meaning
of Section 582(c)(1) of the Code, so that gain or loss recognized from the sale
of a REMIC Certificate by a bank or thrift institution to which such section
applies will be ordinary income or loss.
A portion of any gain from the sale of a REMIC Regular Certificate that
might otherwise be capital gain may be treated as ordinary income to the extent
that such Certificate is held as part of a "conversion transaction" within the
meaning of Section 1258 of the Code. A conversion transaction generally is one
in which the taxpayer has taken two or more positions in Certificates or similar
property that reduce or eliminate market risk, if substantially all of the
taxpayer's return is attributable to the time value of the taxpayer's net
investment in such transaction. The amount of gain so realized in a conversion
transaction that is recharacterized as ordinary income generally will not exceed
the amount of interest that would have accrued on the taxpayer's net investment
at 120% of the appropriate "applicable federal rate" (which rate is computed and
published monthly by the IRS) at the time the taxpayer enters into the
conversion transaction, subject to appropriate reduction for prior inclusion of
interest and other ordinary income items from the transaction.
Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include such net
capital gain in total net investment income for the taxable year, for purposes
of the limitation on the deduction of interest on indebtedness incurred to
purchase or carry property held for investment to a taxpayer's net investment
income.
Except as may be provided in Treasury regulations yet to be issued, if the
seller of a REMIC Residual Certificate reacquires the Certificate, any other
residual interest in a REMIC or any similar interest in a "taxable mortgage
pool" (as defined in Section 7701(i) of the Code) within six months of the date
of such sale, the sale will be subject to the "wash sale" rules of Section 1091
of the Code. In that event, any loss realized by the REMIC Residual
Certificateholder on the sale will not be deductible, but instead will be added
to such REMIC Residual Certificateholder's adjusted basis in the newly-acquired
asset.
Prohibited Transactions and Other Possible REMIC Taxes
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The Code imposes a tax on REMICs equal to 100% of the net income derived
from "prohibited transactions" (the "Prohibited Transactions Tax"). In general,
subject to certain specified exceptions a prohibited transaction means the
disposition of an item of Mortgage Collateral, the receipt of income from a
source other than an item of Mortgage Collateral or certain other permitted
investments, the receipt of compensation for services, or gain from the
disposition of an asset purchased with the payments on the Mortgage Collateral
for temporary investment pending distribution on the REMIC Certificates. It is
not anticipated that any REMIC will engage in any prohibited transactions in
which it would recognize a material amount of net income.
In addition, certain contributions to a REMIC made after the day on which
the REMIC issues all of its interests could result in the imposition of a tax on
the REMIC equal to 100% of the value of the contributed property (the
"Contributions Tax"). Each Pooling and Servicing Agreement or Trust Agreement
will include provisions designed to prevent the acceptance of any contributions
that would be subject to such tax.
REMICs also are subject to federal income tax at the highest corporate rate
on "net income from foreclosure property," determined by reference to the rules
applicable to real estate investment trusts. "Net income from foreclosure
property" generally means gain from the sale of a foreclosure property that is
inventory property and gross income from foreclosure property other than
qualifying rents and other qualifying income for a real estate investment trust.
Unless otherwise disclosed in the related Prospectus Supplement, it is not
anticipated that any REMIC will recognize "net income from foreclosure property"
subject to federal income tax.
Unless otherwise disclosed in the related Prospectus Supplement, it is not
anticipated that any material state or local income or franchise tax will be
imposed on any REMIC.
Unless otherwise stated in the related Prospectus Supplement, and to the
extent permitted by then applicable laws, any Prohibited Transactions Tax,
Contributions Tax, tax on "net income from foreclosure property" or state or
local income or franchise tax that may be imposed on the REMIC will be borne by
the related Master Servicer, the Certificate Administrator or the Trustee in
either case out of its own funds, provided that the Master Servicer, the
Certificate Administrator or the Trustee, as the case may be, has sufficient
assets to do so, and provided further that such tax arises out of a breach of
the Master Servicer's, the Certificate Administrator's or the Trustee's
obligations, as the case may be, under the related Pooling and Servicing
Agreement or Trust Agreement and in respect of compliance with applicable laws
and regulations. Any such tax not borne by the Master Servicer, the Certificate
Administrator or the Trustee will be payable out of the related Trust Fund
resulting in a reduction in amounts payable to holders of the related REMIC
Certificates.
Tax and Restrictions on Transfers of REMIC Residual Certificates to Certain
Organizations
If a REMIC Residual Certificate is transferred to a "disqualified
organization" (as defined below), a tax would be imposed in an amount
(determined under the REMIC Regulations) equal to the product of (i) the present
value (discounted using the "applicable federal rate" for obligations whose term
ends on the close of the last quarter in which excess inclusions are expected to
accrue with respect to the Certificate, which rate is computed and published
monthly by the IRS) of the total anticipated excess inclusions with respect to
such REMIC Residual Certificate for periods after the transfer and (ii) the
highest marginal federal income tax rate applicable to corporations. The
anticipated excess inclusions must be determined as of the date that the REMIC
Residual Certificate is transferred and must be based on events that have
occurred up to the time of such transfer, the Prepayment Assumption and any
required or permitted clean up calls or required liquidation provided for in the
REMIC's organizational documents. Such a tax generally would be imposed on the
transferor of the REMIC Residual Certificate, except that where such transfer is
through an agent for a disqualified organization, the tax would instead be
imposed on such agent. However, a transferor of a REMIC Residual Certificate
would in no event be liable for such tax with respect to a transfer if the
transferee furnishes to the transferor an affidavit that the transferee is not a
disqualified organization and, as of the time of the transfer, the transferor
does not have actual knowledge that such affidavit is false. Moreover, an entity
will not qualify as a REMIC unless there are reasonable arrangements designed to
ensure that (i) residual interests in such entity are not held by disqualified
organizations and (ii) information necessary for the application of the tax
described herein will be made available. Restrictions on the transfer of REMIC
Residual Certificates and certain other provisions that are intended to meet
this requirement will be included
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in the Pooling and Servicing Agreement or Trust Agreement, including provisions
(a) requiring any transferee of a REMIC Residual Certificate to provide an
affidavit representing that it is not a "disqualified organization" and is not
acquiring the REMIC Residual Certificate on behalf of a "disqualified
organization," undertaking to maintain such status and agreeing to obtain a
similar affidavit from any person to whom it shall transfer the REMIC Residual
Certificate, (b) providing that any transfer of a REMIC Residual Certificate to
a "disqualified person" shall be null and void and (c) granting to the Master
Servicer or the Certificate Administrator, as applicable, the right, without
notice to the holder or any prior holder, to sell to a purchaser of its choice
any REMIC Residual Certificate that shall become owned by a "disqualified
organization" despite (a) and (b) above.
In addition, if a "pass-through entity" (as defined below) includes in
income excess inclusions with respect to a REMIC Residual Certificate, and a
disqualified organization is the record holder of an interest in such entity,
then a tax will be imposed on such entity equal to the product of (i) the amount
of excess inclusions on the REMIC Residual Certificate that are allocable to the
interest in the pass-through entity held by such disqualified organization and
(ii) the highest marginal federal income tax rate imposed on corporations. A
pass-through entity will not be subject to this tax for any period, however, if
each record holder of an interest in such pass-through entity furnishes to such
pass-through entity (i) such holder's social security number and a statement
under penalties of perjury that such social security number is that of the
record holder or (ii) a statement under penalties of perjury that such record
holder is not a disqualified organization. For taxable years beginning after
December 31, 1997, notwithstanding the preceding two sentences, in the case of a
REMIC Residual Certificate held by an "electing large partnership," all
interests in such partnership shall be treated as held by disqualified
organizations (without regard to whether the record holders of the partnership
furnish statements described in the preceding sentence) and the amount that is
subject to tax under the second preceding sentence is excluded from the gross
income of the partnership allocated to the partners (in lieu of allocating to
the partners a deduction for such tax paid by the partners).
For these purposes, a "disqualified organization" means (i) the United
States, any State or political subdivision thereof, any foreign government, any
international organization, or any agency or instrumentality of the foregoing
(but would not include instrumentalities described in Section 168(h)(2)(D) of
the Code or Freddie Mac), (ii) any organization (other than a cooperative
described in Section 521 of the Code) that is exempt from federal income tax,
unless it is subject to the tax imposed by Section 511 of the Code or (iii) any
organization described in Section 1381(a)(2)(C) of the Code. For these purposes,
a "pass-through entity" means any regulated investment company, real estate
investment trust, trust, partnership or certain other entities described in
Section 860E(e)(6) of the Code. In addition, a person holding an interest in a
pass-through entity as a nominee for another person will, with respect to such
interest, be treated as a pass-through entity.
Termination
A REMIC will terminate immediately after the Distribution Date following
receipt by the REMIC of the final payment in respect of the Mortgage Collateral
or upon a sale of the REMIC's assets following the adoption by the REMIC of a
plan of complete liquidation. The last distribution on a REMIC Regular
Certificate will be treated as a payment in retirement of a debt instrument. In
the case of a REMIC Residual Certificate, if the last distribution on such REMIC
Residual Certificate is less than the Certificateholder's adjusted basis in such
Certificate, such Certificateholder should be treated as realizing a loss equal
to the amount of such difference, and such loss may be treated as a capital
loss.
Reporting and Other Administrative Matters
Solely for purposes of the administrative provisions of the Code, the REMIC
will be treated as a partnership and holders of REMIC Residual Certificates will
be treated as partners. Unless otherwise stated in the related Prospectus
Supplement, the Master Servicer or the Certificate Administrator, as applicable,
will file REMIC federal income tax returns on behalf of the related REMIC and
will be designated as and will act as the "tax matters person" for the REMIC in
all respects, and may hold a nominal amount of REMIC Residual Certificates.
As the tax matters person, the Master Servicer or the Certificate
Administrator, as applicable, subject to certain notice requirements and various
restrictions and limitations, generally will have the authority to act on behalf
of the
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REMIC and the holders of REMIC Residual Certificates in connection with the
administrative and judicial review of items of income, deduction, gain or loss
of the REMIC, as well as the REMIC's classification. Holders of REMIC Residual
Certificates generally will be required to report such REMIC items consistently
with their treatment on the related REMIC's tax return and may in some
circumstances be bound by a settlement agreement between the Master Servicer or
the Certificate Administrator, as applicable, as tax matters person, and the IRS
concerning any such REMIC item. Adjustments made to the REMIC tax return may
require a holder of a REMIC Residual Certificate to make corresponding
adjustments on its return, and an audit of the REMIC's tax return, or the
adjustments resulting from such an audit, could result in an audit of such
Certificateholder's return. No REMIC will be registered as a tax shelter
pursuant to Section 6111 of the Code because it is not anticipated that any
REMIC will have a net loss for any of the first five taxable years of its
existence. Any person that holds a REMIC Residual Certificate as a nominee for
another person may be required to furnish to the related REMIC, in a manner to
be provided in Treasury regulations, the name and address of such person and
other information.
Reporting of interest income, including any original issue discount, with
respect to REMIC Regular Certificates is required annually, and may be required
more frequently under Treasury regulations. These information reports generally
are required to be sent to individual holders of REMIC Regular Interests and the
IRS; holders of REMIC Regular Certificates that are corporations, trusts,
securities dealers and certain other non-individuals will be provided interest
and original issue discount income information and the information set forth in
the following paragraph upon request in accordance with the requirements of the
applicable regulations. The information must be provided by the later of 30 days
after the end of the quarter for which the information was requested, or two
weeks after the receipt of the request. The REMIC must also comply with rules
requiring a REMIC Regular Certificate issued with original issue discount to
disclose on its face certain information including the amount of original issue
discount and the issue date, and requiring such information to be reported to
the IRS. Reporting with respect to the REMIC Residual Certificates, including
income, excess inclusions, investment expenses and relevant information
regarding qualification of the REMIC's assets will be made as required under the
Treasury regulations, generally on a quarterly basis.
As applicable, the REMIC Regular Certificate information reports will
include a statement of the adjusted issue price of the REMIC Regular Certificate
at the beginning of each accrual period. In addition, the reports will include
information required by regulations with respect to computing the accrual of any
market discount. Because exact computation of the accrual of market discount on
a constant yield method requires information relating to the holder's purchase
price that the Master Servicer or the Certificate Administrator will not have,
such regulations only require that information pertaining to the appropriate
proportionate method of accruing market discount be provided.
See "--Taxation of Owners of REMIC Regular Certificates--Market Discount."
The responsibility for complying with the foregoing reporting rules will be
borne by the Master Servicer or the Certificate Administrator.
Certificateholders may request any information with respect to the returns
described in Section 1.6049-7(e)(2) of the Treasury regulations. Such request
should be directed to the Master Servicer or the Certificate Administrator, as
applicable, at Residential Funding Corporation, 8400 Normandale Lake Boulevard,
Suite 600, Minneapolis, Minnesota 55437.
Backup Withholding with Respect to REMIC Certificates
Payments of interest and principal, as well as payments of proceeds from
the sale of REMIC Certificates, may be subject to the "backup withholding tax"
under Section 3406 of the Code at a rate of 31% if recipients of such payments
fail to furnish to the payor certain information, including their taxpayer
identification numbers, or otherwise fail to establish an exemption from such
tax. Any amounts deducted and withheld from a distribution to a recipient would
be allowed as a credit against such recipient's federal income tax. Furthermore,
certain penalties may be imposed by the IRS on a recipient of payments that is
required to supply information but that does not do so in the proper manner.
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Foreign Investors in REMIC Certificates
A REMIC Regular Certificateholder that is not a "United States person" and
is not subject to federal income tax as a result of any direct or indirect
connection to the United States in addition to its ownership of a REMIC Regular
Certificate will not be subject to United States federal income or withholding
tax in respect of a distribution on a REMIC Regular Certificate, provided that
the holder complies to the extent necessary with certain identification
requirements (including delivery of a statement, signed by the Certificateholder
under penalties of perjury, certifying that such Certificateholder is not a
United States person and providing the name and address of such
Certificateholder). For these purposes, "United States person" means a citizen
or resident of the United States, a corporation, partnership or other entity
created or organized in, or under the laws of, the United States or any
political subdivision thereof (except, in the case of a partnership, to the
extent provided in regulations), or an estate whose income is subject to United
States federal income tax regardless of its source, or a trust if a court within
the United States is able to exercise primary supervision over the
administration of the trust and one or more United States fiduciaries has the
authority to control all substantial decisions of the trust. To the extent
prescribed in regulations by the Secretary of the Treasury, which regulations
have not yet been issued, a trust which was in existence on August 20, 1996
(other than a trust treated as owned by the grantor under subpart E of part I of
subchapter J of chapter 1 of the Code), and which was treated as a United States
person on August 19, 1996, may elect to continue to be treated as a United
States person notwithstanding the previous sentence. It is possible that the IRS
may assert that the foregoing tax exemption should not apply with respect to a
REMIC Regular Certificate held by a Certificateholder that owns directly or
indirectly a 10% or greater interest in the REMIC Residual Certificates. If the
holder does not qualify for exemption, distributions of interest, including
distributions in respect of accrued original issue discount, to such holder may
be subject to a tax rate of 30%, subject to reduction under any applicable tax
treaty.
In addition, the foregoing rules will not apply to exempt a United States
shareholder of a controlled foreign corporation from taxation on such United
States shareholder's allocable portion of the interest income received by such
controlled foreign corporation.
Further, it appears that a REMIC Regular Certificate would not be included
in the estate of a non-resident alien individual and would not be subject to
United States estate taxes. However, Certificateholders who are non-resident
alien individuals should consult their tax advisors concerning this question.
Unless otherwise stated in the related Prospectus Supplement, transfers of
REMIC Residual Certificates to investors that are not United States persons will
be prohibited under the related Pooling and Servicing Agreement or Trust
Agreement.
STATE AND OTHER TAX CONSEQUENCES
In addition to the federal income tax consequences described in "Certain
Federal Income Tax Consequences," potential investors should consider the state
and local tax consequences of the acquisition, ownership, and disposition of the
Certificates offered. State tax law may differ substantially from the
corresponding federal tax law, and the discussion above does not purport to
describe any aspect of the tax laws of any state or other jurisdiction.
Therefore, prospective investors should consult their tax advisors with respect
to the various tax consequences of investments in the Certificates offered
hereby.
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ERISA CONSIDERATIONS
Sections 404 and 406 of ERISA impose certain fiduciary and prohibited
transaction restrictions on employee pension and welfare benefit plans subject
to ERISA ("ERISA Plans") and on certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Keogh plans, bank
collective investment funds and insurance company general and separate accounts
in which such ERISA Plans are invested. Section 4975 of the Code imposes
essentially the same prohibited transaction restrictions on tax-qualified
retirement plans described in Section 401(a) of the Code and on individual
retirement accounts described in Section 408 of the Code (collectively,
"Tax-Favored Plans").
Certain employee benefit plans, such as governmental plans (as defined in
Section 3(32) of ERISA) and, if no election has been made under Section 410(d)
of the Code, church plans (as defined in Section 3(33) of ERISA), are not
subject to the ERISA requirements discussed herein. Accordingly, assets of such
plans may be invested in Certificates without regard to the ERISA considerations
described below, subject to the provisions of applicable federal and state law.
Any such plan that is a tax-qualified plan and exempt from taxation under
Sections 401(a) and 501(a) of the Code, however, is subject to the prohibited
transaction rules set forth in Section 503 of the Code.
In addition to imposing general fiduciary requirements, including those of
investment prudence and diversification and the requirement that a Plan's
investment be made in accordance with the documents governing the Plan, Section
406 of ERISA and Section 4975 of the Code prohibit a broad range of transactions
involving "plan assets" of ERISA Plans and Tax-Favored Plans (collectively,
"Plans") and persons ("Parties in Interest" under ERISA or "Disqualified
Persons" under the Code, collectively, "Parties in Interest") who have certain
specified relationships to the Plans, unless a statutory or administrative
exemption is available. Certain Parties in Interest that participate in a
prohibited transaction may be subject to a penalty (or an excise tax) imposed
pursuant to Section 502(i) of ERISA or Section 4975 of the Code, unless a
statutory or administrative exemption is available with respect to any such
transaction.
Plan Asset Regulations
An investment of Plan Assets in Certificates may cause the underlying
Mortgage Loans, Contracts, Agency Securities or any other assets included in a
Trust Fund to be deemed "plan assets" of such Plan. The U.S. Department of Labor
(the "DOL") has promulgated regulations at 29 C.F.R. Section 2510.3-101 (the
"DOL Regulations") concerning whether or not a Plan's assets would be deemed to
include an interest in the underlying assets of an entity (such as a Trust
Fund), for purposes of applying the general fiduciary responsibility provisions
of ERISA and the prohibited transaction provisions of ERISA and Section 4975 the
Code, when a Plan acquires an "equity interest" (such as a Certificate) in such
entity. Because of the factual nature of certain of the rules set forth in the
DOL Regulations, Plan Assets either may be deemed to include an interest in the
assets of an entity (such as a Trust Fund) or may be deemed merely to include a
Plan's interest in the instrument evidencing such equity interest (such as a
Certificate). Therefore, neither Plans nor such entities should acquire or hold
Certificates in reliance upon the availability of any exception under the DOL
Regulations. For purposes of this section, the term "plan assets" ("Plan
Assets") or "assets of a Plan" has the meaning specified in the DOL Regulations
and includes an undivided interest in the underlying assets of certain entities
in which a Plan invests.
The prohibited transaction provisions of Section 406 of ERISA and Section
4975 of the Code may apply to a Trust Fund and cause the Company, the Master
Servicer, the Certificate Administrator, any Servicer, any Sub- Servicer, the
Trustee, the obligor under any credit enhancement mechanism or certain
affiliates thereof to be considered or become Parties in Interest with respect
to an investing Plan (or of a Plan holding an interest in such an entity). If
so, the acquisition or holding of Certificates by or on behalf of the investing
Plan could also give rise to a prohibited transaction under ERISA and/or Section
4975 of the Code, unless some statutory or administrative exemption is
available. Certificates acquired by a Plan would be assets of that Plan. Under
the DOL Regulations, a Trust Fund, including the Mortgage Loans, Contracts,
Agency Securities or any other assets held in such Trust Fund, may also be
deemed to be assets of each Plan that acquires Certificates. Special caution
should be exercised before Plan Assets are used to acquire a Certificate in such
circumstances, especially if, with respect to such Plan Assets, the Company, the
Master Servicer, the Certificate Administrator, any Servicer, any Sub-Servicer,
the
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Trustee, the obligor under any credit enhancement mechanism or an affiliate
thereof either (i) has investment discretion with respect to the investment of
Plan Assets; or (ii) has authority or responsibility to give (or regularly
gives) investment advice with respect to Plan Assets for a fee pursuant to an
agreement or understanding that such advice will serve as a primary basis for
investment decisions with respect to such Plan Assets.
Any person who has discretionary authority or control respecting the
management or disposition of Plan Assets, and any person who provides investment
advice with respect to such Plan Assets for a fee (in the manner described
above), is a fiduciary of the investing Plan. If the Mortgage Loans, Contracts,
Agency Securities or any other assets in a Trust Fund were to constitute Plan
Assets, then any party exercising management or discretionary control with
respect to those Plan Assets may be deemed to be a Plan "fiduciary," and thus
subject to the fiduciary requirements of ERISA and the prohibited transaction
provisions of ERISA and Section 4975 of the Code with respect to any investing
Plan. In addition, if the Mortgage Loans, Contracts, Agency Securities or any
other assets in a Trust Fund were to constitute Plan Assets, then the
acquisition or holding of Certificates by, or on behalf of a Plan or with Plan
Assets, as well as the operation of such Trust Fund, may constitute or result in
a prohibited transaction under ERISA and the Code.
Prohibited Transaction Exemption
The DOL issued an individual exemption, Prohibited Transaction Exemption
("PTE") 94-29 (59 Fed. Reg. 14,674, March 29, 1994), as amended by PTE 97-34, 62
Fed. Reg. 39021 (July 21, 1997) (the "Exemption"), to Residential Funding and
certain of its affiliates, which generally exempts from the application of the
prohibited transaction provisions of Section 406 of ERISA, and the excise taxes
imposed on such prohibited transactions pursuant to Section 4975(a) and (b) of
the Code, certain transactions, among others, relating to the servicing and
operation of pools of certain secured obligations, such as Mortgage Loans,
Contracts or Agency Securities, which are held in a trust and the purchase, sale
and holding of pass-through certificates issued by such a trust as to which (i)
the Company or any of its affiliates is the sponsor if any entity which has
received from the DOL an individual prohibited transaction exemption which is
similar to the Exemption is the sole underwriter, or manager or co- manager of
the underwriting syndicate or a seller or placement agent, or (ii) the Company
or an affiliate is the underwriter or placement agent, provided that certain
conditions set forth in the Exemption are satisfied. For purposes of this
section, the term "Underwriter" shall include (a) the Company and certain of its
affiliates, (b) any person directly or indirectly, through one or more
intermediaries, controlling, controlled by or under common control with the
Company and certain of its affiliates, (c) any member of the underwriting
syndicate or selling group of which a person described in (a) or (b) is a
manager or co-manager with respect to a class of Certificates, or (d) any entity
which has received an exemption from the DOL relating to Certificates which is
similar to the Exemption.
The Exemption sets forth six general conditions which must be satisfied for
a transaction involving the purchase, sale and holding of Certificates to be
eligible for exemptive relief thereunder. First, the acquisition of Certificates
by a Plan or with Plan Assets must be on terms that are at least as favorable to
the Plan as they would be in an arm's-length transaction with an unrelated
party. Second, the Exemption only applies to Certificates evidencing rights and
interests that are not subordinated to the rights and interests evidenced by the
other Certificates of the same trust. Third, the Certificates at the time of
acquisition by a Plan or with Plan Assets must be rated in one of the three
highest generic rating categories by Standard & Poor's Ratings Services, Moody's
Investors Service, Inc., Duff & Phelps Credit Rating Co. or Fitch Investors
Service, L.P. (collectively, the "Exemption Rating Agencies"). Fourth, the
Trustee cannot be an affiliate of any other member of the "Restricted Group"
which consists of any Underwriter, the Company, the Master Servicer, the
Certificate Administrator, any Servicer, any Sub-Servicer, the Trustee and any
mortgagor with respect to assets of a Trust Fund constituting more than 5% of
the aggregate unamortized principal balance of the assets in the related Trust
Fund as of the date of initial issuance of the Certificates. Fifth, the sum of
all payments made to and retained by the Underwriters must represent not more
than reasonable compensation for underwriting the Certificates; the sum of all
payments made to and retained by the Company pursuant to the assignment of the
assets to the related Trust Fund must represent not more than the fair market
value of such obligations; and the sum of all payments made to and retained by
the Master Servicer, the Certificate Administrator, any Servicer or any
Sub-Servicer must represent not more than reasonable compensation for such
person's services under the related Pooling and Servicing Agreement or Trust
Agreement
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and reimbursement of such person's reasonable expenses in connection therewith.
Sixth, the Exemption states that the investing Plan or Plan Asset investor must
be an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Commission under the Securities Act of 1933, as amended. In addition, except as
otherwise specified in the respective Prospectus Supplement, the exemptive
relief afforded by the Exemption may not apply to any Certificates where the
related Trust Fund contains a Swap.
The Exemption also requires that each Trust Fund meet the following
requirements: (i) the Trust Fund must consist solely of assets of the type that
have been included in other investment pools; (ii) certificates evidencing
interests in such other investment pools must have been rated in one of the
three highest categories of one of the Exemption Rating Agencies for at least
one year prior to the acquisition of Certificates by or on behalf of a Plan or
with Plan Assets; and (iii) certificates in such other investment pools must
have been purchased by investors other than Plans for at least one year prior to
any acquisition of Certificates by or on behalf of a Plan or with Plan Assets.
A fiduciary of or other investor of Plan Assets contemplating purchasing a
Certificate must make its own determination that the general conditions set
forth above will be satisfied with respect to such Certificate.
If the general conditions 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(a) and (b) of the
Code by reason of Sections 4975(c)(1)(A) through (D) of the Code, in connection
with the direct or indirect sale, exchange, transfer, holding or the direct or
indirect acquisition or disposition in the secondary market of Certificates by a
Plan or with Plan Assets. However, no exemption is provided from the
restrictions of Sections 406(a)(1)(E) and 406(a)(2) of ERISA for the acquisition
or holding of a Certificate by a Plan or with Plan Assets of an Excluded Plan by
any person who has discretionary authority or renders investment advice with
respect to Plan Assets of such Excluded Plan. For purposes of the Certificates,
an "Excluded Plan" is a Plan sponsored by any member of the Restricted Group.
If certain specific conditions 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, as well as 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 between the Company or an
Underwriter and a Plan when the person who has discretionary authority or
renders investment advice with respect to the investment of the relevant Plan
Assets in the Certificates is (a) a mortgagor with respect to 5% or less of the
fair market value of the assets of a Trust Fund or (b) an affiliate of such a
person, (2) the direct or indirect acquisition or disposition in the secondary
market of Certificates by a Plan or with Plan Assets and (3) the holding of
Certificates by a Plan or with Plan Assets.
Additionally, if certain specific conditions 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, as well as 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 Mortgage Pools and Contract Pools. The Company expects that the specific
conditions of the Exemption required for this purpose will be satisfied with
respect to the Certificates so that the Exemption would provide an exemption
from the restrictions imposed by Sections 406(a) and (b) of ERISA, as well as
the excise 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 Mortgage Pools and Contract Pools, provided that
the general conditions of the Exemption are satisfied.
The Exemption also may provide an exemption from the restrictions imposed
by Sections 406(a) and 407(a) of ERISA, as well as the taxes imposed by Section
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 with respect to an investing Plan (or
the investing entity holding Plan Assets) by virtue of providing services to the
Plan (or by virtue of having certain specified relationships to such a person)
solely as a result of the Plan's ownership of Certificates.
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Before purchasing a Certificate, a fiduciary or other investor of Plan
Assets should itself confirm that (a) the Certificates constitute "certificates"
for purposes of the Exemption and (b) the specific and general conditions set
forth in the Exemption and the other requirements set forth in the Exemption
would be satisfied. In addition to making its own determination as to the
availability of the exemptive relief provided in the Exemption, the fiduciary or
other investor of Plan Assets should consider its general fiduciary obligations
under ERISA in determining whether to purchase any Certificates with Plan
Assets.
Any fiduciary or other investor of Plan Assets that proposes to purchase
Certificates on behalf of or with Plan Assets should consult with its counsel
with respect to the potential applicability of ERISA and the Code to such
investment and the availability of the Exemption or any other prohibited
transaction exemption in connection therewith. In particular, in connection with
a contemplated purchase of Certificates representing a beneficial ownership
interest in a pool of single-family residential first Mortgage Loans, Contracts
or Agency Certificates, such fiduciary or other Plan investor should consider
the availability of the Exemption or Prohibited Transaction Class Exemption
("PTCE") 83-1 ("PTCE 83-1") for certain transactions involving mortgage pool
investment trusts. However, PTCE 83-1 does not provide exemptive relief with
respect to Certificates evidencing interests in Trust Funds that include
Cooperative Loans. In addition, such fiduciary or other Plan Asset investor
should consider the availability of other class exemptions granted by the DOL,
which provide relief from certain of the prohibited transaction provisions of
ERISA and the related excise tax provisions of Section 4975 of the Code,
including Sections I and III of PTCE 95-60, regarding transactions by insurance
company general accounts. The respective Prospectus Supplement may contain
additional information regarding the application of the Exemption, PTCE 83-1,
PTCE 95-60 or other DOL class exemptions with respect to the Certificates
offered thereby. There can be no assurance that any of these exemptions will
apply with respect to any particular Plan's or other Plan Asset investor's
investment in the Certificates or, even if an exemption were deemed to apply,
that any exemption would apply to all prohibited transactions that may occur in
connection with such an investment.
Insurance Company General Accounts
In addition to any exemptive relief that may be available under PTCE 95-60
for the purchase and holding of the Certificates by an insurance company general
account, the Small Business Job Protection Act of 1996 added a new Section
401(c) to ERISA, which provides certain exemptive relief from the provisions of
Part 4 of Title I of ERISA and Section 4975 of the Code, including the
prohibited transaction restrictions imposed by ERISA and the related excise
taxes imposed by Section 4975 of the Code, for transactions involving an
insurance company general account. Pursuant to Section 401(c) of ERISA, the DOL
is required to issue final regulations (the "401(c) Regulations") no later than
December 31, 1997 which are to provide guidance for the purpose of determining,
in cases where insurance policies supported by an insurer's general account are
issued to or for the benefit of a Plan on or before December 31, 1998, which
general account assets constitute Plan Assets. Section 401(c) of ERISA generally
provides that, until the date which is 18 months after the 401(c) Regulations
become final, no person shall be subject to liability under Part 4 of Title I of
ERISA and Section 4975 of the Code on the basis of a claim that the assets of an
insurance company general account constitute Plan Assets, unless (i) as
otherwise provided by the Secretary of Labor in the 401(c) Regulations to
prevent avoidance of the regulations or (ii) an action is brought by the
Secretary of Labor for certain breaches of fiduciary duty which would also
constitute a violation of federal or state criminal law. Any assets of an
insurance company general account which support insurance policies issued to a
Plan after December 31, 1998 or issued to Plans on or before December 31, 1998
for which the insurance company does not comply with the 401(c) Regulations may
be treated as Plan Assets. In addition, because Section 401(c) does not relate
to insurance company separate accounts, separate account assets are still
treated as Plan Assets of any Plan invested in such separate account. Insurance
companies contemplating the investment of general account assets in the
Certificates should consult with their legal counsel with respect to the
applicability of Sections I and III of PTCE 95-60 and Section 401(c) of ERISA,
including the general account's ability to continue to hold the Certificates
after the date which is 18 months after the date the 401(c) Regulations become
final.
Representation from Investing Plans
The exemptive relief afforded by the Exemption will not apply to the
purchase, sale or holding of any class of Subordinate Certificates. To the
extent Certificates are Subordinate Certificates or the related Trust Fund
101
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contains a Swap, except as otherwise specified in the respective Prospectus
Supplement, transfers of such Certificates to a Plan, to a trustee or other
person acting on behalf of any Plan, or to any other person using Plan Assets to
effect such acquisition will not be registered by the Trustee unless the
transferee provides the Company, the Trustee and the Master Servicer with an
opinion of counsel satisfactory to the Company, the Trustee and the Master
Servicer, which opinion will not be at the expense of the Company, the Trustee
or the Master Servicer that the purchase of such Certificates by or on behalf of
such Plan is permissible under applicable law, will not constitute or result in
any non-exempt prohibited transaction under ERISA or Section 4975 of the Code
and will not subject the Company, the Trustee and the Master Servicer to any
obligation in addition to those undertaken in the Pooling and Servicing
Agreement. In lieu of such opinion of counsel, except as otherwise specified in
the respective Prospectus Supplement, the transferee may provide a certification
of facts substantially to the effect that the purchase of such Certificates by
or on behalf of such Plan is permissible under applicable law, will not
constitute or result in a non-exempt prohibited transaction under ERISA or
Section 4975 of the Code, will not subject the Company, the Trustee or the
Master to any obligation in addition to those undertaken in the Pooling and
Servicing Agreement, and the following conditions are met: (a) the source of
funds used to purchase such Certificates is an "insurance company general
account" (as such term is defined in PTCE 95-60), and (b) the conditions set
forth in Sections I and III of PTCE 95-60 have been satisfied as of the date of
the acquisition of such Certificates.
Tax-Exempt Investors
A Plan that is exempt from federal income taxation pursuant to Section 501
of the Code (a "Tax-Exempt Investor") nonetheless will be subject to federal
income taxation to the extent that its income is "unrelated business taxable
income" ("UBTI") within the meaning of Section 512 of the Code. All "excess
inclusions" of a REMIC allocated to a REMIC Residual Certificate held by a
Tax-Exempt Investor will be considered UBTI and thus will be subject to federal
income tax. See "Certain Federal Income Tax Consequences--Taxation of Owners of
REMIC Residual Certificates--Excess Inclusions."
Consultation with Counsel
There can be no assurance that the Exemption or any other DOL exemption
will apply with respect to any particular Plan that acquires the Certificates
or, even if all of the conditions specified therein were satisfied, that the
exemption would apply to transactions involving a Trust Fund. Prospective Plan
investors should consult with their legal counsel concerning the impact of ERISA
and the Code and the potential consequences to their specific circumstances
prior to making an investment in the Certificates.
Any fiduciary or other investor of Plan Assets that proposes to acquire or
hold Certificates on behalf of or with Plan Assets of any Plan should consult
with its counsel with respect to the potential applicability of the fiduciary
responsibility provisions of ERISA and the prohibited transaction provisions of
ERISA and Section 4975 of the Code to the proposed investment and the Exemption,
the availability of exemptive relief under PTCE 83-1, Sections I and III of PTCE
95-60 or any other DOL class exemption.
LEGAL INVESTMENT MATTERS
Each class of Certificates offered hereby and by the related Prospectus
Supplement will be rated at the date of issuance in one of the four highest
rating categories by at least one Rating Agency. If so specified in the related
Prospectus Supplement, certain classes that are, and continue to be, rated in
one of the two highest rating categories by at least one nationally recognized
statistical rating organization will constitute "mortgage related securities"
for purposes of SMMEA, and, as such, will be legal investments for persons,
trusts, corporations, partnerships, associations, business trusts and business
entities (including depository institutions, life insurance companies and
pension funds) created pursuant to or existing under the laws of the United
States or of any State whose authorized investments are subject to state
regulation to the same extent that, under applicable law, obligations issued by
or guaranteed as to principal and interest by the United States or any agency or
instrumentality thereof constitute legal investments for such entities. Under
SMMEA, if a State enacted legislation on or prior to October 3, 1991
specifically limiting the legal investment authority of any such entities with
respect to "mortgage related securities,"
102
<PAGE>
such securities will constitute legal investments for entities subject to such
legislation only to the extent provided therein. Certain States enacted
legislation which overrides the preemption provisions of SMMEA. SMMEA provides,
however, that in no event will the enactment of any such legislation affect the
validity of any contractual commitment to purchase, hold or invest in "mortgage
related securities," or require the sale or other disposition of such
securities, so long as such contractual commitment was made or such securities
acquired prior to the enactment of such legislation.
SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal with "mortgage
related securities" without limitation as to the percentage of their assets
represented thereby, federal credit unions may invest in such securities, and
national banks may purchase such securities for their own account without regard
to the limitations generally applicable to investment securities set forth in 12
U.S.C. ss. 24 (Seventh), subject in each case to such regulations as the
applicable federal regulatory authority may prescribe.
The Federal Financial Institutions Examination Council has issued a
supervisory policy statement (the "Policy Statement") applicable to all
depository institutions, setting forth guidelines for and significant
restrictions on investments in "high-risk mortgage securities." The Policy
Statement has been adopted by the Federal Reserve Board, the Office of the
Comptroller of the Currency, the FDIC and the Office of Thrift Supervision (the
"OTS") with an effective date of February 10, 1992. The Policy Statement
generally indicates that a mortgage derivative product will be deemed to be high
risk if it exhibits greater price volatility than a standard fixed-rate
thirty-year mortgage security. According to the Policy Statement, prior to
purchase, a depository institution will be required to determine whether a
mortgage derivative product that it is considering acquiring is high-risk and,
if so, that the proposed acquisition would reduce the institution's overall
interest rate risk. Reliance on analysis and documentation obtained from a
securities dealer or other outside party without internal analysis by the
institution would be unacceptable. There can be no assurance as to which classes
of Certificates will be treated as high-risk under the Policy Statement.
The predecessor to the OTS issued a bulletin, entitled "Mortgage Derivative
Products and Mortgage Swaps," which is applicable to thrift institutions
regulated by the OTS. The bulletin established guidelines for the investment by
savings institutions in certain "high-risk" mortgage derivative securities and
limitations on the use of such securities by insolvent, undercapitalized or
otherwise "troubled" institutions. According to the bulletin, such "high-risk"
mortgage derivative securities include securities having certain specified
characteristics, which may include certain classes of Certificates. In addition,
the National Credit Union Administration has issued regulations governing
federal credit union investments which prohibit investment in certain specified
types of securities, which may include certain classes of Certificates. Similar
policy statements have been issued by regulators having jurisdiction over other
types of depository institutions.
Prospective investors in the Certificates, including in particular the
classes of Certificates that do not constitute "mortgage related securities" for
purposes of SMMEA, should consider the matters discussed in the following
paragraph.
There may be other restrictions on the ability of certain investors either
to purchase certain classes of Certificates or to purchase any class of
Certificates representing more than a specified percentage of the investors'
assets. The Company will make no representations as to the proper
characterization of any class of Certificates for legal investment or other
purposes, or as to the ability of particular investors to purchase any class of
Certificates under applicable legal investment restrictions. These uncertainties
may adversely affect the liquidity of any class of Certificates. Accordingly,
all investors whose investment activities are subject to legal investment laws
and regulations, regulatory capital requirements or review by regulatory
authorities should consult with their own legal advisors in determining whether
and to what extent the Certificates of any class constitute legal investments or
are subject to investment, capital or other restrictions, and, if applicable,
whether SMMEA has been overridden in any jurisdiction relevant to such investor.
103
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USE OF PROCEEDS
Unless otherwise specified in the related Prospectus Supplement,
substantially all of the net proceeds to be received from the sale of
Certificates will be applied by the Company to finance the purchase of, or to
repay short-term loans incurred to finance the purchase of, the Mortgage
Collateral underlying the Certificates or will be used by the Company for
general corporate purposes. The Company expects that it will make additional
sales of securities similar to the Certificates from time to time, but the
timing and amount of any such additional offerings will be dependent upon a
number of factors, including the volume of mortgage loans, contracts or mortgage
securities purchased by the Company, prevailing interest rates, availability of
funds and general market conditions.
METHODS OF DISTRIBUTION
The Certificates offered hereby and by the related Prospectus Supplements
will be offered in series through one or more of the methods described below.
The Prospectus Supplement prepared for each series will describe the method of
offering being utilized for that series and will state the net proceeds to the
Company from such sale.
The Company intends that Certificates will be offered through the following
methods from time to time and that offerings may be made concurrently through
more than one of these methods or that an offering of a particular series of
Certificates may be made through a combination of two or more of these methods.
Such methods are as follows:
1. by negotiated firm commitment or best efforts underwriting and public
re-offering by underwriters;
2. by placements by the Company with institutional investors through
dealers; and
3. by direct placements by the Company with institutional investors.
In addition, if specified in the related Prospectus Supplement, a series of
Certificates may be offered in whole or in part to the Seller of the related
Mortgage Collateral that would comprise the Trust Fund for such Certificates.
If underwriters are used in a sale of any Certificates (other than in
connection with an underwriting on a best efforts basis), such Certificates will
be acquired by the underwriters for their own account and may be resold from
time to time in one or more transactions, including negotiated transactions, at
fixed public offering prices or at varying prices to be determined at the time
of sale or at the time of commitment therefor. Such underwriters may be
broker-dealers affiliated with the Company whose identities and relationships to
the Company will be as set forth in the related Prospectus Supplement. The
managing underwriter or underwriters with respect to the offer and sale of a
particular series of Certificates will be set forth on the cover of the
Prospectus Supplement relating to such series and the members of the
underwriting syndicate, if any, will be named in such Prospectus Supplement.
In connection with the sale of the Certificates, underwriters may receive
compensation from the Company or from purchasers of the Certificates in the form
of discounts, concessions or commissions. Underwriters and dealers participating
in the distribution of the Certificates may be deemed to be underwriters in
connection with such Certificates, and any discounts or commissions received by
them from the Company and any profit on the resale of Certificates by them may
be deemed to be underwriting discounts and commissions under the Securities Act
of 1933, as amended.
It is anticipated that the underwriting agreement pertaining to the sale of
any series of Certificates will provide that the obligations of the underwriters
will be subject to certain conditions precedent, that the underwriters will be
obligated to purchase all such Certificates if any are purchased (other than in
connection with an underwriting on a best efforts basis) and that, in limited
circumstances, the Company will indemnify the several underwriters and the
underwriters will indemnify the Company against certain civil liabilities,
including liabilities under the Securities Act of 1933, as amended, or will
contribute to payments required to be made in respect thereof.
104
<PAGE>
The Prospectus Supplement with respect to any series offered by placements
through dealers will contain information regarding the nature of such offering
and any agreements to be entered into between the Company and purchasers of
Certificates of such series.
The Company anticipates that the Certificates offered hereby will be sold
primarily to institutional investors or sophisticated non-institutional
investors. Purchasers of Certificates, including dealers, may, depending on the
facts and circumstances of such purchases, be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended, in connection with
reoffers and sales by them of Certificates. Holders of Certificates should
consult with their legal advisors in this regard prior to any such reoffer or
sale.
LEGAL MATTERS
Certain legal matters, including certain federal income tax matters, will
be passed upon for the Company by Orrick, Herrington & Sutcliffe LLP, New York,
New York, or by Thacher Proffitt & Wood, New York, New York, as specified in the
Prospectus Supplement.
FINANCIAL INFORMATION
The Company has determined that its financial statements are not material
to the offering made hereby. The Certificates do not represent an interest in or
an obligation of the Company. The Company's only obligations with respect to a
series of Certificates will be to repurchase certain items of Mortgage
Collateral upon any breach of certain limited representations and warranties
made by the Company, or as otherwise provided in the applicable Prospectus
Supplement.
105
<PAGE>
INDEX OF PRINCIPAL DEFINITIONS
401(c) Regulations...........................................................97
Accrual Certificates..........................................................7
Additional Collateral........................................................16
Additional Collateral Loans..................................................16
Advance ...........................................................38
Affiliated Seller ...........................................................24
Agency Securities ............................................................9
Agency Securities Pool.......................................................15
Appraised Value .......................................................18, 22
ARM Loans ...........................................................18
Balloon Amount ...........................................................16
Balloon Loans ...........................................................16
Bankruptcy Amount ...........................................................46
Bankruptcy Losses ...........................................................47
Beneficial Owner ...........................................................28
Bi-Weekly Loans ...........................................................16
Book-Entry Certificates......................................................28
Buy-Down Funds ...........................................................19
Buy-Down Loans ...........................................................16
Buy-Down Period ...........................................................19
CEDEL ...........................................................28
CEDEL Participants...........................................................29
CERCLA ...........................................................76
Certificate Account..........................................................15
Certificate Administrator.....................................................1
Certificate Insurance Policy.................................................51
Certificate Registrar........................................................28
Certificateholder ...........................................................28
Certificates ............................................................1
Clearance Cooperative........................................................29
Closing Date ...........................................................80
Code .......................................................11, 72
Commission................................................................... 3
Committee Report ...........................................................80
Company ............................................................1
Compensating Interest........................................................38
Conservation Act ...........................................................76
Contract Pool ............................................................9
Contract Pool Insurance Policy...............................................49
Contracts ............................................................1
Contributions Tax ...........................................................89
Conventional Loans...........................................................16
Convertible Mortgage Loan....................................................19
Cooperative ...........................................................66
Cooperative Dwellings........................................................16
Cooperative Loans ............................................................9
Cooperative Note ...........................................................66
Cooperatives ...........................................................16
Counterparties ...........................................................53
Crime Control Act ...........................................................77
Custodial Account ...........................................................15
Custodian ...........................................................15
Cut-off Date ...........................................................15
Debt Service Reduction.......................................................50
Defaulted Mortgage Losses....................................................47
Deferred Interest ...........................................................19
Deficient Valuation..........................................................50
Depositaries ...........................................................28
Determination Date...........................................................36
DIDMC ...........................................................77
Direct Puerto Rico Mortgage..................................................31
Distribution Amount..........................................................36
Distribution Date ............................................................7
DOL ...........................................................94
DOL Regulations ...........................................................94
DTC ...........................................................28
DTC Participants ...........................................................28
Due Date ...........................................................36
Due Period ...........................................................36
Eligible Account ...........................................................33
Endorsable Puerto Rico Mortgage..............................................31
ERISA ...........................................................11
ERISA Plans ...........................................................94
Escrow Account ...........................................................40
Euroclear ...........................................................28
Euroclear Operator...........................................................29
Euroclear Participants.......................................................29
Excess Spread ...........................................................32
Exchange Act ............................................................3
Excluded Plan ...........................................................96
Excluded Spread ...........................................................32
Exemption ...........................................................95
Exemption Rating Agencies....................................................95
Extraordinary Losses.........................................................47
Fannie Mae ...........................................................15
Fannie Mae Securities........................................................15
FDIC ...........................................................24
FHA ...........................................................16
FHA Contracts ...........................................................22
FHA Loans ...........................................................16
Form 8-K ...........................................................15
Fraud Loss Amount ...........................................................46
Fraud Losses ...........................................................47
Freddie Mac ...........................................................15
Freddie Mac Act ...........................................................23
Freddie Mac Securities.......................................................15
Garn-St Germain Act..........................................................72
Ginnie Mae ...........................................................15
Ginnie Mae Securities........................................................15
GMAC Mortgage ............................................................2
GPM Loans ...........................................................16
Gross Margin ...........................................................18
High Cost Loans ...........................................................71
Holder-in-Due-Course.........................................................75
Housing Act ...........................................................22
HUD ...........................................................16
Index ...........................................................18
Indirect Participants........................................................28
Insurance Proceeds...........................................................33
International Borrowers.......................................................9
IRS ...........................................................80
Issue Premium ...........................................................85
Letter of Credit ...........................................................48
Letter of Credit Bank........................................................48
LIBOR ...........................................................53
Liquidated Contract..........................................................44
Liquidated Mortgage Loan.....................................................44
Liquidation Proceeds.........................................................33
Loan-to-Value Ratio..........................................................17
Manufactured Home ............................................................9
Mark-to-Market Regulations...................................................88
Master Commitments.......................................................21, 24
Master Servicer.............................................................. 1
Maximum Mortgage Rate........................................................18
Mezzanine Certificates........................................................7
Minimum Mortgage Rate........................................................18
Modified Mortgage Loan.......................................................17
Mortgage Collateral...........................................................1
Mortgage Collateral Seller....................................................8
Mortgage Loans ............................................................1
Mortgage Note ...........................................................30
Mortgage Pool ............................................................8
Mortgage Pool Insurance Policy...............................................48
Mortgage Rates ...........................................................16
Mortgaged Property............................................................8
Mortgages ...........................................................16
Mortgagors ............................................................9
Neg-Am ARM Loans ...........................................................18
Net Mortgage Rate ...........................................................61
Nonrecoverable Advance.......................................................35
OID Regulations ...........................................................78
OTS ...........................................................99
Overcollateralization........................................................47
Participants ...........................................................28
Parties in Interest..........................................................94
Pass-Through Rate ............................................................6
Paying Agent ...........................................................35
Percentage Interest..........................................................35
Periodic Cap ...........................................................18
Permitted Investments........................................................33
Plan Assets ...........................................................94
Plans ...........................................................94
Policy Statement ...........................................................99
Pool Insurer ...........................................................48
Pooling and Servicing Agreement...............................................1
Prepayment Interest Shortfall................................................38
Primary Insurance Policy.....................................................54
Primary Insurer ...........................................................54
Principal Prepayments........................................................37
Program ...........................................................16
Program Loans ...........................................................16
Program Seller ...........................................................24
Program Seller Guide.........................................................21
Prohibited Transactions Tax..................................................89
PTCE ...........................................................97
PTCE 83-1 ...........................................................97
PTE..........................................................................95
Puerto Rico Mortgage Loans...................................................10
Purchase Obligation..........................................................53
Purchase Price ...........................................................26
Qualified Substitute Contract................................................27
Qualified Substitute Mortgage Loan...........................................27
Rating Agency ...........................................................10
Realized Loss ...........................................................45
Record Date ...........................................................35
Registration Statement........................................................3
REMIC ............................................................2
REMIC Certificates...........................................................78
REMIC Provisions ...........................................................78
REMIC Regular Certificates...................................................78
REMIC Regulations ...........................................................78
REMIC Residual Certificates..................................................78
REO Contract ...........................................................44
REO Mortgage Loan ...........................................................44
Repurchased Contract.........................................................27
Repurchased Mortgage Loan....................................................27
Reserve Fund ...........................................................51
Residential Funding...........................................................6
Restricted Group ...........................................................95
RICO ...........................................................77
Senior Certificates...........................................................7
Senior Percentage ...........................................................46
Senior/Subordinate Series....................................................28
Servicer..................................................................... 1
Servicing Advances...........................................................34
Servicing Fee ...........................................................41
Single Certificate...........................................................39
SMMEA ...........................................................10
Special Hazard Amount........................................................46
Special Hazard Insurance Policy..............................................49
Special Hazard Insurer.......................................................49
Special Hazard Losses........................................................47
Special Servicer ...........................................................43
Stated Principal Balance.....................................................46
Strip Certificate ............................................................6
Sub-Servicer ...........................................................40
Sub-Servicing Agreement......................................................40
Subordinate Certificates......................................................7
Surety Bond ...........................................................51
Swaps ...........................................................53
Tax-Exempt Investor..........................................................98
Tax-Favored Plans ...........................................................94
Terms and Conditions.........................................................29
Tiered REMICs ...........................................................79
Title V ...........................................................72
Title VIII ...........................................................73
Trust Agreement ............................................................1
Trust Fund ............................................................1
Trustee ...........................................................15
UBTI ...........................................................98
UCC ...........................................................70
Unaffiliated Seller..........................................................24
Underwriter ...........................................................95
United States person.........................................................92
VA ...........................................................16
VA Contracts ...........................................................24
VA Loans ...........................................................16
Yield Supplement Agreements..................................................53
106
<PAGE>
<PAGE>
<PAGE>
__________________________________ _________________________________
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR BY THE UNDERWRITER. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE
SECURITIES OFFERED HEREBY TO ANYONE IN ANY JURISDICTION IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM
IT IS UNLAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT INFORMATION HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SINCE THE DATE OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Summary................................. S-3
Risk Factors............................ S-11
Description of the Mortgage Pool........ S-12
Description of the Certificates......... S-18
Certain Yield and Prepayment
Considerations........................ S-29
Pooling and Servicing Agreement......... S-39
Certain Federal Income Tax
Consequences.......................... S-42
Method of Distribution.................. S-44
Legal Opinions.......................... S-45
Ratings................................. S-45
Legal Investment........................ S-46
ERISA Considerations.................... S-46
PROSPECTUS
Additional Information.................. 2
Reports to Certificateholders........... 2
Incorporation of Certain Information by
Reference............................. 2
Summary of Prospectus................... 4
Risk Factors............................ 10
The Trust Funds......................... 12
Description of the Certificates......... 25
Subordination........................... 43
Description of Credit Enhancement....... 45
Other Financial Obligations Related to
the Certificates...................... 51
Insurance Policies on Mortgage Loans or
Contracts............................. 52
The Company............................. 55
Residential Funding Corporation......... 55
The Pooling and Servicing Agreement..... 55
Yield Considerations.................... 58
Maturity and Prepayment
Considerations........................ 61
Certain Legal Aspects of Mortgage Loans
and Contracts......................... 64
Certain Federal Income Tax
Consequences.......................... 75
State and Other Tax Consequences........ 91
ERISA Considerations.................... 91
Legal Investment Matters................ 95
Use of Proceeds......................... 96
Methods of Distribution................. 97
Legal Matters........................... 98
Financial Information................... 98
Index of Principal Definitions.......... 99
</TABLE>
RESIDENTIAL
ACCREDIT
LOANS, INC.
$294,377,641
MORTGAGE ASSET-BACKED
PASS-THROUGH CERTIFICATES
SERIES 1997-QS12
<TABLE>
<S> <C> <C>
Class A-1 Certificates 7.000% $57,575,000
Class A-2 Certificates 9.000% $22,405,757
Class A-3 Certificates 7.000% $62,824,125
Class A-4 Certificates 6.875% $24,294,118
Class A-5 Certificates 7.250% $26,000,000
Class A-6 Certificates 7.250% $22,583,041
Class A-7 Certificates 7.250% $59,318,800
Class A-8 Certificates Variable Rate $ 0
Class R Certificates 7.250% $ 100
Class M-1 Certificates 7.250% $10,433,600
Class M-2 Certificates 7.250% $ 4,471,600
Class M-3 Certificates 7.250% $ 4,471,500
</TABLE>
PROSPECTUS SUPPLEMENT
[Logo]
NOVEMBER 24, 1997
__________________________________ _________________________________
STATEMENT OF DIFFERENCES
------------------------
The section symbol shall be expressed as ............................ 'SS'
