AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 7, 2004
REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
<Table>
SEQUOIA MORTGAGE FUNDING CORPORATION SEQUOIA RESIDENTIAL FUNDING, INC.
(EXACT NAME OF CO-REGISTRANT AS SPECIFIED IN ITS (EXACT NAME OF CO-REGISTRANT AS SPECIFIED IN ITS
CHARTER) CHARTER)
</Table>
<Table>
DELAWARE 91-1771827 DELAWARE 35-2170972
(STATE OF INCORPORATION) (I.R.S. EMPLOYER (STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NUMBER) IDENTIFICATION NUMBER)
</Table>
------------------------
ONE BELVEDERE PLACE
MILL VALLEY, CALIFORNIA 94941
(415) 389-7373
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
CO-REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
GEORGE E. BULL III
ONE BELVEDERE PLACE, SUITE 300
MILL VALLEY, CALIFORNIA 94941
(415) 389-7373
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF
AGENT FOR SERVICE)
------------------------
COPIES TO:
PHILLIP R. POLLOCK, ESQ.
TOBIN & TOBIN
500 SANSOME STREET, 8TH FLOOR
SAN FRANCISCO, CALIFORNIA 94111
(415) 433-1400
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
From time to time after the effective date of this Registration Statement
as determined by market conditions.
------------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE AGGREGATE PRICE PER AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES BEING REGISTERED REGISTERED UNIT PRICE REGISTRATION FEE(1)
- ---------------------------------------------------------------------------------------------------------------------------------
Asset Backed Securities..................... $1,146,300,000 100% $1,146,300,000 $145,236
- ---------------------------------------------------------------------------------------------------------------------------------
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</Table>
(1) In accordance with rule 429 under the Securities Act of 1933, the Prospectus
included herein is a combined prospectus, which also relates to
Co-registrants' Registration Statement on Form S-3, File No. 333-112334. The
amount of securities remaining eligible to be sold under the prior
Registration Statement ($4,705,994,200) shall be carried forward to this
Registration Statement. The filing fee related to the amount being carried
forward was paid with the prior Registration Statement.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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- --------------------------------------------------------------------------------
PROSPECTUS
SEQUOIA MORTGAGE FUNDING CORPORATION
OR
SEQUOIA RESIDENTIAL FUNDING, INC.
(DEPOSITOR)
$5,852,294,200
(AGGREGATE AMOUNT)
ASSET-BACKED SECURITIES
(ISSUABLE IN SERIES)
<Table>
THE TRUSTS
PLEASE CAREFULLY CONSIDER OUR
DISCUSSION OF SOME OF THE RISKS OF Each trust will be established to hold the assets
INVESTING IN THE SECURITIES UNDER transferred to it by the depositor, either Sequoia
"RISK FACTORS" BEGINNING ON PAGE 8. Mortgage Funding Corporation or Sequoia Residential
Funding, Inc. The assets of each trust will be
THE SECURITIES WILL REPRESENT specified in the prospectus supplement and may consist
OBLIGATIONS OF OR INTERESTS IN THE of:
RELATED TRUST ONLY AND DO NOT
REPRESENT AN INTEREST IN OR - fixed rate mortgage loans secured by senior and
OBLIGATION OF EITHER SEQUOIA junior liens on one- to four-family residential
MORTGAGE FUNDING CORPORATION OR properties;
SEQUOIA RESIDENTIAL FUNDING, INC.,
AS THE DEPOSITOR, OR ANY OF THEIR - adjustable rate mortgage loans secured by senior and
AFFILIATES. junior liens on one- to four-family residential
properties;
- mortgage pass-through securities issued or guaranteed
by Ginnie Mae, Fannie Mae or Freddie Mac;
- private mortgage-backed securities; and
- other assets described in the prospectus supplement.
</Table>
THE SECURITIES
The depositor, either Sequoia Mortgage Funding Corporation or Sequoia
Residential Funding, Inc., will sell the securities pursuant to a prospectus
supplement. The securities will be grouped into one or more series, each having
its own distinct designation. Each series will be issued in one or more classes
and each class will evidence beneficial ownership of a specified portion of
future payments on the assets in the trust that the series relates to. A
prospectus supplement for a series will specify all of the terms of the series
and of each of the classes in the series.
OFFERS OF SECURITIES
The securities may be offered through several different methods, including
offerings through underwriters.
------------------------
THE SEC AND STATE SECURITIES REGULATORS HAVE NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
May , 2004
TABLE OF CONTENTS
<Table>
Summary of Prospectus................................ 4
Risk Factors......................................... 8
The Depositor........................................ 13
The Trust............................................ 13
Use of Proceeds...................................... 28
Loan Program......................................... 28
Description of the Securities........................ 31
Credit Enhancement................................... 46
Yield and Prepayment Considerations.................. 53
The Agreements....................................... 56
Certain Legal Aspects of the Loans................... 73
Federal Income Tax Consequences...................... 84
State Tax Considerations............................. 103
ERISA Considerations................................. 104
Legal Investment..................................... 110
Method of Distribution............................... 112
Legal Matters........................................ 113
Financial Information................................ 113
Available Information................................ 113
Incorporation of Certain Documents by Reference...... 114
Rating............................................... 114
Index of Defined Terms............................... 116
</Table>
2
IMPORTANT NOTICE ABOUT INFORMATION IN THIS
PROSPECTUS AND EACH ACCOMPANYING
PROSPECTUS SUPPLEMENT
Information about each series of securities is contained in two separate
documents:
- this prospectus, which provides general information, some of which may
not apply to a particular series; and
- the accompanying prospectus supplement for a particular series, which
describes the specific terms of the securities of that series.
The prospectus supplement will contain information about a particular
series that supplements the information contained in this prospectus, and you
should rely on that supplementary information in the prospectus supplement.
IF THE TERMS OF YOUR SERIES OF SECURITIES AND ANY OTHER INFORMATION
CONTAINED HEREIN VARY BETWEEN THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS
SUPPLEMENT, YOU SHOULD RELY ON THE INFORMATION IN THE ACCOMPANYING PROSPECTUS
SUPPLEMENT.
We have not authorized anyone to provide you with information that is
different from that contained in this prospectus and the accompanying prospectus
supplement.
You can find a listing of the pages on which many of the terms used in this
prospectus are defined under "Index of Defined Terms" beginning on page 114 of
this prospectus.
3
SUMMARY OF PROSPECTUS
- - This summary highlights material information from this prospectus and does not
contain all of the information that you need to consider in making your
investment decision. To understand all of the terms of the offering of the
securities, carefully read this entire prospectus and the accompanying
prospectus supplement.
- - This summary provides an overview of the structural elements, calculations,
cash flows and other information to aid your understanding and is qualified by
the full description of these calculations, cash flows and other information
in this prospectus and the accompanying prospectus supplement.
- - There are material risks associated with an investment in the securities. You
should read the section entitled "Risk Factors" beginning on page 8 of this
prospectus and in the accompanying prospectus supplement, and consider the
risk factors described in those sections, before making a decision to invest
in the securities.
TRUST
The issuer for a particular series of securities will be a trust formed by
the depositor.
DEPOSITOR
For any series of securities, either Sequoia Mortgage Funding Corporation,
a Delaware corporation, or Sequoia Residential Funding, Inc., a Delaware
corporation, as identified in the prospectus supplement. Each depositor's
principal offices are located at One Belvedere Place, Mill Valley, California
94941 and the telephone number is (415) 389-7373.
SERVICER
For any series of securities, the servicer named in the related prospectus
supplement. While we refer to a single servicer in this prospectus, for a
particular series of securities there may be more than one servicer, as set
forth in the prospectus supplement, as well as a master servicer to supervise
the performance of each servicer under the related servicing agreement.
If specified in the related prospectus supplement, the depositor may
appoint a special servicer for the series of securities.
TRUSTEE
For any series of securities, the trustee named in the prospectus
supplement.
In addition, if the trust issues bonds pursuant to a separate indenture,
the trust and the indenture will be administered by separate independent
trustees. In that case, the trust will be administered by an owner trustee and
the indenture will be administered by an indenture trustee, in each case as
named in the prospectus supplement.
THE SECURITIES
Each class or series of securities will be either:
- certificates representing interests in the assets of the trust related
to a certain series; or
- bonds which are secured by the pledge of the trust assets related to a
certain series.
4
Each class or series of securities may have a different interest rate,
which may be a fixed or floating interest rate. The prospectus supplement will
specify the interest rate for each class or series of securities, or the initial
interest rate and the method for determining subsequent changes to the interest
rate.
A series may include one or more classes which:
- are stripped of regular interest payments and entitled only to principal
distributions, with disproportionate, nominal or no interest
distributions;
- are stripped of regular principal payments and entitled only to interest
distributions, with disproportionate, nominal or no principal
distributions;
- have different terms including different interest rates and different
timing, sequential order or priority of payments, amount of principal or
interest or both;
- will not distribute accrued interest but rather will add the accrued
interest to the note principal balance, or nominal balance, in the
manner described in the related prospectus supplement;
- are senior or subordinate to one or more other classes of securities in
respect of distributions of principal and interest and allocations of
losses on receivables; or
- have a feature entitling the class to a portion of or no principal
distributions for an initial period and then all or a different portion
of the principal distributions during subsequent periods.
A series of securities may provide that 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 related
trust assets.
TRUST ASSETS
As specified in the prospectus supplement, the trust assets may consist
of:
- fixed rate mortgage loans secured by senior and junior liens on one-to
four-family residential properties;
- adjustable rate mortgage loans secured by senior and junior liens on
one- to four-family residential properties;
- mortgage pass-through securities issued or guaranteed by Ginnie Mae,
Fannie Mae or Freddie Mac;
- private mortgage-backed securities;
- closed-end and/or revolving home equity loans or certain balances
thereof secured by senior and junior liens on one- to four-family
residential properties; and
- other assets as described in detail elsewhere in the prospectus
supplement.
If the prospectus supplement specifies, the trustee may acquire additional
trust assets during a specified pre-funding period from monies in a pre-funding
account.
5
PAYMENT DATE
As described in the prospectus supplement, the securities will pay
principal and/or interest on specified dates. Payment dates will occur monthly,
quarterly, or semi-annually.
RECORD DATE
The prospectus supplement will describe a date preceding the payment date,
as of which the trustee or its paying agent will fix the identity of
securityholders. Securityholders whose identities are fixed on this date will
receive payments on the next succeeding payment date.
COLLECTION PERIOD
A period preceding each payment date -- for example, in the case of
monthly-pay securities, the calendar month preceding the month in which a
payment date occurs. As the prospectus supplement will more fully describe, the
servicer will remit collections received in respect of a collection period to
the related trustee prior to the related payment date.
CREDIT ENHANCEMENT
As described in the prospectus supplement, credit enhancement for the
trust assets or any class of securities may include any one or more of the
following:
- the subordination of one or more classes of the securities of such
series;
- a limited financial guaranty policy issued by an entity named in the
prospectus supplement;
- the establishment of one or more reserve accounts;
- the use of a cross-collateralization feature;
- use of a mortgage pool insurance policy;
- excess spread,
- over-collateralization;
- letter of credit;
- guaranteed investment contract;
- primary mortgage insurance,
- other pledged assets,
- corporate guarantees,
- surety bond;
- special hazard insurance policy;
- bankruptcy bond;
- FHA insurance or VA guarantee;
- any other method of credit enhancement contemplated in this prospectus
and described in the prospectus supplement; and
- any combination of the foregoing.
REGISTRATION OF SECURITIES
The trust may issue the securities as global securities registered in the
name of Cede & Co. as nominee of the Depository Trust Company, or another
nominee. In this case, securityholders will not receive definitive securities
representing their interests except in limited circumstances described in the
prospectus supplement.
OPTIONAL TERMINATION
As described in this prospectus and the prospectus supplement, the
servicer, the depositor, or if the prospectus supplement specifies, other
entities, may, at their respective options, cause the early
6
retirement or redemption of some or all of a series of securities.
MANDATORY TERMINATION
As described in this prospectus and the related prospectus supplement, the
trustee, the servicer, or if the related prospectus supplement specifies, other
entities, may be required to retire early all or any portion of a series of
securities. An indenture may require these parties to solicit competitive bids
for the purchase of the trust property or otherwise.
FEDERAL INCOME TAX CONSEQUENCES
The securities of each series generally will be structured, for federal
income tax purposes, as one of the following:
- regular interests or residual interests in a trust treated as a real
estate mortgage investment conduit or REMIC under Sections 860A through
860G of the Internal Revenue Code, or
- indebtedness issued by a real estate investment trust or its taxable
subsidiary.
You should consult your own tax advisor concerning your investment.
ERISA CONSIDERATIONS
A fiduciary of a pension, profit sharing or other employee benefit plan
may wish to review with its legal advisors whether the purchase, holding or
disposition of securities could give rise to a prohibited transaction under
ERISA, or the Internal Revenue Code, and whether an exemption from the
prohibited transaction rules is available.
RATINGS
Each class of securities offered by a prospectus supplement will initially
be rated in one of the four highest rating categories of at least one nationally
recognized statistical rating agency. The ratings are not a recommendation to
purchase, hold or sell the securities and do not address the market price or
suitability of the securities for a particular investor. The ratings generally
address the likelihood of timely payment of interest and the ultimate payment of
principal on the securities by the stated maturity date. The ratings do not
generally address the rate of prepayments that may be experienced on the trust
assets or the effect on the rate of prepayments on the return of principal to
securityholders.
LEGAL INVESTMENT
So long as any class of securities is rated in one of the two highest
ratings categories by at least one nationally recognized statistical rating
agency, such class of securities will generally constitute "mortgage related
securities" under the Secondary Mortgage Market Enhancement Act of 1984. There
are other restrictions on the ability of certain types of investors to purchase
the securities that prospective investors should consider.
7
RISK FACTORS
INVESTORS SHOULD CONSIDER THE FOLLOWING FACTORS IN CONNECTION WITH THE
PURCHASE OF SECURITIES. YOU SHOULD ALSO CONSIDER THE RISK FACTORS DESCRIBED IN
THE PROSPECTUS SUPPLEMENT.
ABILITY TO RESELL SECURITIES MAY BE LIMITED
No market for any of the securities will exist before they are issued. We
cannot assure you that a secondary market will develop, or if it does develop,
that it will continue. Consequently, you may not be able to sell your securities
readily or at prices that will enable you to realize your desired yield. The
market values of the securities are likely to fluctuate; these fluctuations may
be significant and could result in significant losses to you.
The secondary market for asset-backed securities has experienced periods of
illiquidity and can be expected to do so in the future. Illiquidity can have a
severely adverse effect on the prices of securities that are especially
sensitive to prepayment, credit, or interest rate risk, or that have been
structured to meet the investment requirements of limited categories of
investors.
LIMITED SOURCE OF PAYMENTS -- NO RECOURSE TO DEPOSITOR, SELLERS, SERVICER OR
TRUSTEE
The assets of the trust are the sole source of distributions for the
securities. The securities do not represent an interest in or obligation of the
depositor, any seller, the servicer, the trustee or any of their affiliates,
except for the limited obligations of each seller with respect to certain
breaches of its representations and warranties and of the servicer with respect
to its servicing obligations. Neither the securities nor the trust assets will
be guaranteed by or insured by any governmental agency or instrumentality, the
depositor, any seller, the servicer, the trustee or any of their affiliates,
unless so specified in the supplement. Consequently, if payments on the trust
assets are insufficient to make all payments required on the certificates you
may incur a loss on your investment.
CREDIT ENHANCEMENT MAY NOT BE SUFFICIENT TO PROTECT YOU FROM LOSSES
Credit enhancement is intended to reduce the effect of delinquent payments
or loan losses on those classes of securities that have the benefit of the
credit enhancement. However, the amount of any credit enhancement may decline or
be depleted before the securities are paid in full. As a result, securityholders
may suffer losses. In addition, credit enhancement may not cover all potential
sources of loss, such as a loss resulting from fraud or negligence by a loan
originator or other party.
8
PREPAYMENTS ARE UNPREDICTABLE AND AFFECT YIELD
The rate of principal distributions and yield to maturity on the securities
will be directly related to the rate of principal payments on the trust assets.
For example, the rate of principal payments on the loans will be affected by the
following:
- the amortization schedules of the loans;
- the rate of principal prepayments (including partial prepayments and
prepayments resulting from refinancing) by borrowers;
- liquidations or repurchases of defaulted loans by the servicer;
- repurchases of loans by the seller as a result of defective documentation
or breaches of representations and warranties; and
- the mandatory or optional purchase by the servicer or other entity with
such rights of all of the loans or some or all of the securities in
connection with an optional redemption of securities or termination of
the trust.
The rate of principal payments on loans is influenced by a variety of
economic, geographic, social and other factors. For example, if interest rates
for similar loans fall below the interest rates on the loans in the trust, the
rate of prepayment would generally be expected to increase. Conversely, if
interest rates on similar loans rise above the interest rates on the loans, the
rate of prepayment would generally be expected to decrease.
We cannot predict the rate at which borrowers will repay their loans.
Please consider the following:
- If you are purchasing a security at a discount, in particular, a
principal-only security, your yield may be lower than expected if
principal payments on the loans occur at a slower rate than you expected;
- If you are purchasing a security at a premium, in particular, an
interest-only security, your yield may be lower than expected if
principal payments on the loans occur at a faster rate than you expected
and you could lose your initial investment; and
- The earlier a payment of principal occurs, the greater the impact on your
yield. For example, if you purchase a security at a premium, although the
average rate of principal payments is consistent with your expectations,
if the rate of principal payments occurs initially at a rate higher than
expected, which would adversely impact your yield, a subsequent reduction
in the rate of principal payments will not offset any adverse yield
effect.
DECLINE IN PROPERTY VALUES MAY INCREASE LOAN LOSSES
Because your securities represent an interest in loans or are secured by
loans, your investment may be affected by a decline in property values. If the
outstanding balance of a loan and any secondary financing on the underlying
property is greater than the value of the property, there is an increased risk
of delinquency, default, foreclosure and loss. A
9
decline in property values could extinguish the value of a junior lien holder's
interest in a property. Losses on such loans that are not otherwise covered by
the credit enhancement described in the prospectus supplement will be borne by
the holder of one or more classes of securities.
DELAYS IN LIQUIDATION MAY ADVERSELY AFFECT YOU
Substantial delays may occur before defaulted loans are liquidated and the
proceeds forwarded to investors. Property foreclosure actions are regulated by
state statutes and rules and are subject to many of the delays and expenses that
characterize lawsuits if defenses or counterclaims are raised. As a result,
foreclosure actions can sometimes take several years to complete and the
liquidation proceeds may not cover the defaulted loan amount. In particular,
because the costs of liquidation do not vary based on the loan amount, the risk
of insufficient liquidation proceeds is greater with small loans. Some states
prohibit a mortgage lender from obtaining a judgment against the borrower for
amounts not covered by property proceeds if the property is sold outside of a
judicial proceeding.
In addition, 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 servicer to liquidate the property, which could
result in a delay in payments to you.
JUNIOR LIEN PRIORITY COULD RESULT IN PAYMENT DELAYS AND LOSSES
Loans may be secured by mortgages and deeds of trust that are junior in
priority. Junior liens receive proceeds from a sale of the related property only
after the senior liens have been paid. If the proceeds remaining after the
senior liens have been paid are insufficient to satisfy the loans, then:
- there may be a delay in payments to securityholders while a deficiency
judgment against the borrower is sought; and
- securityholders may incur a loss if a deficiency judgment cannot be
obtained or is not realized upon.
LOANS UNDERWRITTEN TO STANDARDS BELOW "A" QUALITY MAY RESULT IN UNEXPECTED
LOSSES
Loans supporting a series of securities may be comprised of mortgage loans
underwritten according to standards below "A" quality (e.g., Alt-A, A minus or
subprime). Such loans may be illiquid and present greater credit and other risks
than conforming mortgage loans. In addition, such mortgage loans may lack
standardized terms and may be secured by properties which are unique and more
difficult to value than typical residential properties. Loans may have been
underwritten primarily on the basis of loan-to-value ratios or favorable credit
factors rather than on the borrower's credit standing or income ratios.
Accordingly, the potential loss experience on non "A" quality mortgage loans
supporting a series of securities may be more difficult to evaluate compared to
the experience for "A" quality or other more standardized types of residential
and mixed-use properties. Actual losses incurred on such lower quality
10
mortgage loans may exceed levels of credit enhancement thought to be sufficient
to protect securityholders from risk of loss.
STATE AND FEDERAL LAWS MAY LIMIT ABILITY TO COLLECT ON LOANS
Applicable federal and state laws regulate interest rates and other charges
and require certain disclosures. In addition, other laws, public policy and
general principles of equity relating to the protection of consumers, unfair and
deceptive practices and debt collection practices may apply to the origination,
servicing and collection of the mortgage loans. Depending on the provisions of
the applicable law and the specific facts involved, violations may limit the
ability to collect all or part of the principal of or interest on the mortgage
loans. In some cases, the borrower may be entitled to a refund of amounts
previously paid and could subject the trust to damages and administrative
enforcement.
COSTS FOR CLEANING CONTAMINATED PROPERTY MAY RESULT IN LOSSES
Under certain state and federal laws, a contaminated property may give rise
to a lien on the property to assure the costs of cleanup. In addition these laws
may impose liability for cleanup costs on the lender if the lender was involved
in the operations of the borrower, even if the environmental damage was caused
by a prior owner. Any lien or costs attached to a contaminated property could
result in a loss to securityholders.
RATING OF THE SECURITIES DOES NOT ASSURE PAYMENT
It will be a condition to the issuance of the securities offered hereby
that they be rated in one of the four highest rating categories by each rating
agency identified in the prospectus supplement. The ratings of the securities
will be based on, among other things, the adequacy of the value of the trust
assets and any credit enhancement. The rating should not be deemed a
recommendation to purchase, hold or sell the securities, particularly since the
ratings do not address market price or suitability for an investor. There is no
assurance that the rating assigned to a security will remain in effect over the
life of that security, as the rating may be lowered or withdrawn.
CONSEQUENCES OF OWNING BOOK-ENTRY SECURITIES
LIMIT ON LIQUIDITY OF SECURITIES. Issuance of the securities in
book-entry form may reduce their liquidity in the secondary trading market
because investors may be unwilling to purchase securities for which they cannot
obtain physical certificates.
LIMIT ON ABILITY TO TRANSFER OR PLEDGE. Since transactions in the
book-entry securities can be effected only through the Depository Trust Company
("DTC"), participating organizations, indirect participants and certain banks,
your ability to transfer or pledge a book-entry security to persons or entities
that do not participate in the DTC system or otherwise to take actions in
respect of such securities, may be limited due to lack of a physical
certificate.
DELAYS IN DISTRIBUTIONS. You may experience some delay in the receipt of
distributions on book-entry securities because the distributions will be
forwarded by the trustee to DTC for DTC to credit the accounts of its
participants which will thereafter
11
credit them to your account either directly or indirectly through indirect
participants, as applicable.
PAYMENTS TO AND RIGHTS OF INVESTORS ADVERSELY AFFECTED BY INSOLVENCY OF SELLERS
OR SERVICER
Each seller and the depositor will treat the transfer of the loans from the
seller to the depositor as a sale for tax accounting purposes. The depositor and
the trust will treat the transfer of the loans from the depositor to the trust
as a sale for tax accounting purposes. If these characterizations are correct,
then if the seller were to become bankrupt, the loans would not be part of the
seller's bankruptcy estate and would not be available to the seller's creditors.
On the other hand, if the seller becomes bankrupt, its bankruptcy trustee or one
of its creditors may argue that the transfer of the loans is a pledge of the
loans as security for a borrowing rather than a sale. Such an attempt, even if
unsuccessful, could result in delays in payments to securityholders.
In the event of a bankruptcy of the servicer, the bankruptcy trustee or
receiver may have the power to prevent the trustee or the securityholders from
appointing a successor servicer, which could result in a delay in payments to
securityholders.
TRUST ASSETS MAY NOT BE SUFFICIENT TO PAY SECURITIES
There is no assurance that the market value of the trust assets at any time
will equal the principal amount of the securities. In addition, under any
situation in which the trust assets are required to be sold, the proceeds
generally will be paid to cover administrative costs before being paid to you.
The net proceeds may be insufficient to pay the principal and interest on the
securities.
CONCENTRATION OF LOANS COULD ADVERSELY AFFECT YOUR INVESTMENT
Loans may be secured by properties that are concentrated in particular
geographic areas, as specified in the prospectus supplement. Consequently,
losses and prepayments on the loans and the resulting payments on the securities
may be affected significantly by changes in the housing markets and the regional
economies in these areas and by the occurrence of natural disasters in these
areas, such as earthquakes, hurricanes, tornadoes, tidal waves, mud slides,
fires and floods.
PRE-FUNDING ACCOUNTS MAY RESULT IN REINVESTMENT RISK TO INVESTORS
Amounts remaining in any pre-funding account at the end of the related
funding period will be distributed as prepayment of principal to investors on
the distribution date immediately following the end of the funding period in the
manner specified in the related prospectus supplement. Investors will bear any
reinvestment risk resulting from such prepayment.
THE ADDITION OF SUBSEQUENT MORTGAGE COLLATERAL TO PRE-FUNDING ACCOUNTS DURING
THE FUNDING PERIOD MAY ADVERSELY AFFECT THE PERFORMANCE OF THE SECURITIES
Although subsequent mortgage collateral must satisfy the characteristics
described in the related prospectus supplement, subsequent mortgage collateral
may have different
12
characteristics, including, without limitation, a more recent origination date
than the initial mortgage collateral. As a result, the addition of subsequent
mortgage collateral to the pre-funding account may adversely affect the
performance of the related securities.
OWNERS OF ORIGINAL ISSUE DISCOUNT SECURITIES SHOULD CONSIDER FEDERAL INCOME TAX
CONSEQUENCES
An investor owning a security issued with original issue discount will be
required to include original issue discount in ordinary gross income for federal
income tax purposes as it accrues, in advance of receipt of the cash
attributable to such income. Accrued but unpaid interest on accrual securities
will be treated as original issue discount for this federal income tax purpose.
THE DEPOSITOR
The prospectus supplement will identify whether the depositor is Sequoia
Mortgage Funding Corporation or Sequoia Residential Funding, Inc. Sequoia
Mortgage Funding Corporation is a Delaware corporation organized on January 31,
1997 and Sequoia Residential Funding, Inc., is a Delaware corporation organized
on September 1, 1999, in each case for the limited purpose of acquiring, owning
and transferring trust assets and selling interests therein or bonds secured
thereby. Sequoia Mortgage Funding Corporation is a qualified REIT subsidiary of
Redwood Trust, Inc. Sequoia Residential Funding, Inc. is a subsidiary of RWT
Holdings, Inc. RWT Holdings, Inc. is a taxable subsidiary of Redwood Trust, Inc.
Redwood Trust, Inc. is a publicly owned real estate investment trust and is
listed on the New York Stock Exchange under the symbol "RWT". Each depositor
maintains its principal office at One Belvedere Place, Mill Valley, California
94941. The telephone number is (415) 389-7373.
Neither the depositor nor any of the depositor's affiliates will insure or
guarantee distributions on the securities of any series.
THE TRUST
GENERAL
Either Sequoia Mortgage Funding Corporation or Sequoia Residential Funding,
Inc., the depositor, will establish a trust for each series of mortgage-backed
securities and convey to the related trustee certain assets, consisting of one
or more pools of loans as specified in the prospectus supplement. Each trust
will be created as of the first day of the month in which the securities are
issued or another date which will be specified in the prospectus supplement (the
"cut-off date"). All references in this prospectus to "pool," "certificates,"
"bonds," "securities," or "securityholders," should be deemed to apply to one
specific series, trust and prospectus supplement, unless otherwise noted.
The certificates of a series will represent interests in the assets of the
trust related to that series and the notes of a series will be secured by the
pledge of the trust assets related to that series. The trust assets for each
series will be held by the trustee for the benefit of the related
securityholders. The securities will be entitled to payment from the
13
assets of the trust or other assets pledged for the benefit of the
securityholders, as specified in the prospectus supplement, and will not be
entitled to payments in respect of the assets of any other trust established by
the depositor.
The trust assets will be acquired by the depositor, either directly or
through affiliates, from one or more sellers which may be affiliates of the
depositor, and conveyed without recourse by the depositor to the trust. Each
seller will have originated or acquired the loans as described in the prospectus
supplement. Loans acquired by the depositor will have been originated in
accordance with the underwriting criteria described under "Loan
Program -- Underwriting Standards" or as otherwise described in the prospectus
supplement.
The depositor will cause the trust assets to be assigned or pledged to the
trustee named in the prospectus supplement for the benefit of the holders of the
securities. For a fee, the servicer named in the prospectus supplement will
service the trust assets, either directly or through other servicing
institutions, or subservicers, pursuant to a pooling and servicing agreement
among the depositor, the servicer, the trustee and other entities named in the
prospectus supplement in the case of a series consisting of certificates, or
pursuant to a servicing agreement among the depositor, the servicer, the trust,
the trustee and other entities named in the prospectus supplement in the case of
a series consisting of bonds. With respect to loans serviced by the servicer
through a subservicer, the servicer will remain liable for its servicing
obligations under the related agreement as if the servicer were servicing such
loans.
As used in this prospectus, "Agreement" means, with respect to a series
consisting of certificates, the pooling and servicing agreement, and, with
respect to a series consisting of bonds, the trust agreement, the indenture and
the servicing agreement, or, in either case, such other agreements containing
comparable provisions as set forth in the prospectus supplement as the context
requires.
With respect to each trust, prior to the initial offering of the
securities, the trust will have no assets or liabilities. No trust is expected
to engage in any activities other than acquiring, managing and holding the trust
assets and other assets specified in the prospectus supplement and the proceeds
thereof, issuing securities and making payments and distributions thereon and
certain related activities. No trust is expected to have any source of capital
other than its assets and any related credit enhancement.
Generally, the only obligations of the depositor will be to obtain certain
representations and warranties from the sellers and to assign them to the
trustee. See "The Agreements -- Assignment of the Trust Assets." The obligations
of the servicer with respect to the loans will consist principally of its
contractual servicing obligations under the related Agreement (including its
obligation to enforce the obligations of the subservicers or sellers, or both,
as more fully described in this prospectus under "Loan Program --
Representations by Sellers; Repurchases" and "The Agreements -- Subservicing by
Sellers" and "-- Assignment of the Trust Assets") and its obligation, if any, to
make certain cash advances in the event of delinquencies in payments on or with
respect to the loans in the amounts described in this prospectus under
"Description of the Securities -- Advances." The obligations of the servicer to
make advances may be
14
subject to limitations, to the extent provided in this prospectus and in the
prospectus supplement.
The following is a brief description of the assets expected to be included
in the trust. If specific information respecting the trust assets is not known
at the time the securities are 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 report on Form 8-K to be filed with the SEC
within fifteen days after the initial issuance of the securities. A copy of the
Agreements with respect to each series of securities will be available for
inspection at the corporate trust office of the trustee. A schedule of the loans
relating to each series will be attached to the Agreement delivered to the
trustee.
THE LOANS
The loans included in a trust will be mortgage loans or home equity loans
secured by one-to-four-family residential properties. The loans may be either
first or junior lien loans and may be either closed-end loans or revolving
credit line loans. As described in the prospectus supplement, the loans may be
underwritten to "A" quality standards or to standards below "A" quality (e.g.,
Alt-A, A minus or subprime).
The loans will have monthly payments due on the first day of each month or
on such other day of the month specified in the prospectus supplement. The
payment terms of the loans to be included in a trust will be described in the
prospectus supplement and may include any of the following features (or
combination thereof):
- Interest may be payable at a fixed rate, a rate adjustable from time to
time in relation to an index, a rate that is fixed for a period of time
or under certain circumstances and is followed by an adjustable rate, a
rate that otherwise varies from time to time, a rate that is convertible
from an adjustable rate to a fixed rate, or a rate that is convertible
from one index to another, in each case as specified in the prospectus
supplement. Changes to an adjustable rate may be subject to periodic
limitations, maximum rates, minimum rates or a combination of such
limitations. Accrued interest may be deferred and added to the principal
of a loan for such periods and under such circumstances as may be
specified in the prospectus supplement.
- Principal may be payable on a level debt service basis to fully amortize
the loan over its term, may be calculated on the basis of an assumed
amortization schedule that is significantly longer than the original term
to maturity or on an interest rate that is different from the loan rate
or may not be amortized during all or a portion of the original term.
Certain loans may provide for monthly payments of interest but no
payments of principal for either the first five or ten years or any other
period specified after origination. Certain loans may require payment of
all or a substantial portion of the principal upon maturity, commonly
referred to as a "balloon payment". Principal may include interest that
has been deferred and added to the principal balance of the loan.
- Monthly payments of principal and interest may be fixed for the life of
the loan, may increase over a specified period of time or may change from
period to period.
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Loans may include limits on periodic increases or decreases in the amount
of monthly payments and may include maximum or minimum amounts of monthly
payments.
- Prepayments of principal may be subject to a prepayment fee, which may be
fixed for the life of the loan or may change over time. Certain loans may
permit prepayments after expiration of certain periods, commonly referred
to as "lockout periods". Other loans may permit prepayments without
payment of a fee unless the prepayment occurs during specified time
periods. The loans may include "due on sale" clauses which permit the
mortgagee to demand payment of the entire loan in connection with the
sale or certain transfers of the related property. Other loans may be
assumable by persons meeting the then applicable standards set forth in
the underlying loan documents.
A trust may contain buydown loans. A buydown loan includes provisions
whereby a third party partially subsidizes the monthly payments of the borrower
on the related loan during the early years of repayment under the loan, the
partial subsidy being made from a buydown fund contributed by the third party at
the time of origination of the loan. A buydown fund will be in an amount equal
either to the discounted value or full aggregate amount of future payment
subsidies. The underlying assumption of a buydown plan is that the income of the
borrower will increase during the buydown period as a result of normal increases
in compensation and inflation, so that the borrower will be able personally to
make the full loan payments at the end of the buydown period without the
continued assistance of the partial subsidy. To the extent that this assumption
as to increased income is not fulfilled, the possibility of default on a buydown
loan is increased. The prospectus supplement will contain information with
respect to any buydown loan concerning limitations on the interest rate paid by
the borrower initially, on annual increases in the interest rate and on the
length of the buydown period.
The real property that secures repayment of the loans is referred to in
this prospectus as the mortgaged properties. In the case of home equity loans,
such liens generally will be subordinated to one or more senior liens on the
related mortgaged properties as described in the prospectus supplement. Loans
will be secured by mortgages or deeds of trust or other similar security
instruments creating a lien on a mortgaged property. Some liens will be
subordinated to one or more senior liens on the related mortgaged properties as
described in the prospectus supplement. The properties relating to loans will
consist of detached or semi-detached one- to four-family dwelling units,
townhouses, rowhouses, individual condominium units, manufactured homes,
individual units in planned unit developments, and certain other dwelling units.
Such properties may include vacation and second homes, investment properties and
dwellings situated on leasehold estates. The loans may include cooperative
apartment loans secured by security interests in shares issued by private,
nonprofit, cooperative housing corporations and in the related proprietary lease
or occupancy agreements granting exclusive rights to occupy specific dwelling
units in the cooperatives' building. In the case of leasehold interests, the
term of the leasehold will exceed the scheduled maturity of the loan by at least
five years, unless otherwise specified in the prospectus supplement.
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The properties may be located in any one of the fifty states, the District of
Columbia, Guam, Puerto Rico or any other territory of the United States.
Loans with certain loan-to-value ratios and/or certain principal balances
may be covered wholly or partially by primary mortgage guaranty insurance
policies. The existence, extent and duration of any such coverage will be
described in the prospectus supplement.
Certain loans, in addition to being secured by real property, may be
secured by a security interest in a limited amount of additional collateral
owned by the borrower or a third-party guarantor. Such additional collateral may
no longer be required when the principal balance of such additional collateral
mortgage loan is reduced to a predetermined amount set forth in the related
pledge agreement or guaranty agreement, as applicable, or when the loan-to-value
ratio for such additional collateral mortgage loan is reduced to the applicable
loan-to-value ratio for such additional collateral mortgage loan by virtue of an
increase in the appraised value of the mortgaged property as determined by the
related servicer.
HOME EQUITY LOANS
As more fully described in the prospectus supplement, interest on each
revolving credit line loan, excluding introduction rates offered from time to
time during promotional periods, is computed and payable monthly on the average
daily outstanding principal balance of such loan. Principal amounts on a
revolving credit line loan may be drawn down (up to a maximum amount as set
forth in the prospectus supplement) or repaid under each revolving credit line
loan from time to time, but may be subject to a minimum periodic payment. As
specified in the prospectus supplement, amounts borrowed under a revolving
credit line loan after the related Cut-off Date may also be transferred to the
trust and comprise part of the trust assets.
The full amount of a closed-end loan is advanced at the origination of the
loan and generally is repayable in equal (or substantially equal) installments
so that the loan either is fully amortized at its stated maturity or, if the
loan is a balloon loan, requires the payment of all or a substantial portion of
the principal upon maturity. As more fully described in the prospectus
supplement, interest on each closed-end loan is calculated on the basis of the
outstanding principal balance of such loan multiplied by the related loan rate
thereon and further multiplied by either a fraction, the numerator of which is
the number of days in the period elapsed since the preceding payment of interest
was made and the denominator of which is the number of days in the annual period
for which interest accrues on such loan, or a fraction which is 30 over 360.
Except to the extent provided in the prospectus supplement, the original terms
to stated maturity of closed-end loans generally will not exceed 360 months.
Under certain circumstances, under either a revolving credit line loan or a
closed-end loan, a borrower may choose an interest only payment option and is
obligated to pay only the amount of interest which accrues on the loan during
the billing cycle. An interest only payment option may be available for a
specified period before the borrower
17
must begin paying at least the minimum monthly payment of a specified percentage
of the average outstanding balance of the loan.
Each prospectus supplement will contain information to the extent then
specifically known to the depositor, with respect to the loans contained in the
pool, generally including:
- the aggregate outstanding principal balance and the average outstanding
principal balance of the loans as of the applicable cut-off date;
- the type of property securing the loan (e.g., single family residences,
individual units in condominium apartment buildings, two- to four-family
dwelling units, other real property or home improvements);
- the original terms to maturity of the loans;
- the largest principal balance of any of the loans;
- the smallest principal balance of any of the loans;
- the earliest origination date and latest maturity date of any of the
loans;
- the loan-to-value ratios or combined loan-to-value ratios, as applicable,
of the loans;
- the loan rates or annual percentage rates or range of loan rates or
annual percentage rates borne by the loans;
- the maximum and minimum per annum loan rates; and
- the geographical location of real property related to the loans.
If specific information regarding the loans is not known to the depositor
at the time the related securities are initially offered, more general
information of the nature described above will be provided in the prospectus
supplement, and specific information will be set forth in a report filed on Form
8-K to be filed with the SEC within 15 days of initial issuance of the
securities.
The loan-to-value ratio of a loan at any given time is the fraction,
expressed as a percentage, the numerator of which is the principal balance of
the loan and the denominator of which is the collateral value of the property.
The combined loan-to-value ratio of a loan at any given time is the ratio,
expressed as a percentage, of (i) the sum of (a) the principal balance of the
loan and (b) the outstanding principal balance of any senior mortgage loan(s) to
(ii) the collateral value of the property. The effective loan-to-value ratio of
a loan at any given time is the fraction, expressed as a percentage, the
numerator of which is the principal balance of the loan, less the amount secured
by additional collateral, if any, and the denominator of which is the collateral
value of the property.
The "collateral value" of a property, other than with respect to certain
loans the proceeds of which were used to refinance an existing mortgage loan
(each, a "refinance loan"), is the lesser of (a) the appraised value determined
in an appraisal obtained at origination of such loan and (b) the sales price for
the property if the proceeds of the
18
loan are used to purchase the related property. In the case of a refinance loan,
the collateral value of the related property is the appraised value of the
property as determined by an appraisal obtained at the time of refinancing.
No assurance can be given that collateral values of the properties have
remained or will remain at the levels at which they are originally calculated.
If the residential real estate market should experience an overall decline in
property values such that the sum of the outstanding principal balances of the
loans and any primary or secondary financing on the properties, as applicable,
in a particular pool become equal to or greater than the value of the
properties, the actual rates of delinquencies, foreclosures and losses
experienced with respect to that pool could be higher than those now generally
experienced in the mortgage lending industry. In addition, adverse economic
conditions and other factors (which may or may not affect real property values)
may affect the timely payment by borrowers of scheduled payments of principal
and interest on the loans and, accordingly, the actual rates of delinquencies,
foreclosures and losses with respect to any pool. To the extent that such losses
are not covered by subordination provisions or alternative arrangements, such
losses will be borne by the securityholders of the affected series to the extent
that the credit enhancement provisions relating to the series do not protect the
securityholders from such losses.
AGENCY SECURITIES
GINNIE MAE. Ginnie Mae, formerly the Government National Mortgage
Association, is a wholly-owned corporate instrumentality of the United States
within the Department of Housing and Urban Development. Section 306(g) of Title
II of the National Housing Act of 1934, as amended, authorizes Ginnie Mae to
guarantee the timely payment of the principal of and interest on certificates
which represent an interest in a pool of FHA loans, which are mortgage loans
insured by the FHA under the National Housing Act or under Title V of the
Housing Act of 1949, or VA loans, which are mortgage loans partially guaranteed
by the VA under the Servicemen's Readjustment Act of 1944, as amended, or
Chapter 37 of Title 38 of the United States Code.
Section 306(g) of the National 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 guaranty under this subsection." In order
to meet its obligations under any such guarantee, Ginnie Mae may, under Section
306(d) of the National Housing Act, borrow from the United States Treasury in an
unlimited amount which is at any time sufficient to enable Ginnie Mae to perform
its obligations under its guarantee.
GINNIE MAE CERTIFICATES. Each Ginnie Mae certificate held in a trust fund
will be a "fully modified pass-through" mortgage-backed certificate issued and
serviced by a Ginnie Mae issuer that is a mortgage banking company or other
financial concern approved by Ginnie Mae or approved by Fannie Mae as a
seller-servicer of FHA loans and/or VA loans. The Ginnie Mae certificates may be
either Ginnie Mae I certificates issued under the Ginnie Mae I program or Ginnie
Mae II certificates issued under the Ginnie Mae II program. The mortgage loans
underlying the Ginnie Mae certificates will consist of FHA loans and/or VA
loans. Each such mortgage is secured by a one- to
19
four-family or multifamily residential property. Ginnie Mae will approve the
issuance of each Ginnie Mae certificate in accordance with a guaranty agreement
between Ginnie Mae and the Ginnie Mae issuer. Pursuant to its guaranty
agreement, a Ginnie Mae issuer will be required to advance its own funds in
order to make timely payments of all amounts due on each Ginnie Mae certificate,
even if the payments received by the Ginnie Mae issuer on the underlying FHA
loans or VA loans are less than the amounts due on the related Ginnie Mae
certificate.
The full and timely payment of principal of and interest on each Ginnie Mae
certificate will be guaranteed by Ginnie Mae, which obligation is backed by the
full faith and credit of the United States. Each Ginnie Mae certificate will
have an original maturity of not more than 30 years, but may have original
maturities of substantially less than 30 years. Each Ginnie Mae certificate will
be based on and backed by a pool of FHA loans or VA loans secured by one- to
four-family residential properties and will provide for the payment by or on
behalf of the Ginnie Mae issuer to the registered holder of the Ginnie Mae
certificate scheduled monthly payments of principal and interest equal to the
registered holder's proportionate interest in the aggregate amount of the
monthly principal and interest payment on each FHA Loan or VA Loan underlying
the Ginnie Mae certificate, less the applicable servicing and guarantee fee
which together equal the difference between the interest on the FHA loan or VA
loan and the pass-through rate on the Ginnie Mae certificate. In addition, each
payment will include proportionate pass-through payments of any prepayments of
principal on the FHA loans or VA loans underlying the Ginnie Mae certificate and
liquidation proceeds in the event of a foreclosure or other disposition of any
such FHA loans or VA loans.
If a Ginnie Mae issuer is unable to make the payments on a Ginnie Mae
certificate as they become due, it must promptly notify Ginnie Mae and request
Ginnie Mae to make the payments. Upon notification and request, Ginnie Mae will
make payments directly to the registered holder of the Ginnie Mae certificate.
In the event no payment is made by a Ginnie Mae issuer and the Ginnie Mae issuer
fails to notify and request Ginnie Mae to make the payment, the holder of the
Ginnie Mae certificate will have recourse only against Ginnie Mae to obtain
payment. The trustee or its nominee, as registered holder of the Ginnie Mae
certificates held in a trust fund, will have the right to proceed directly
against Ginnie Mae under the terms of the guaranty agreements relating to those
Ginnie Mae certificates for any amounts that are not paid when due.
All mortgage loans underlying a particular Ginnie Mae I certificate must
have the same interest rate (except for pools of mortgage loans secured by
manufactured homes) over the term of the loan. The interest rate on a Ginnie Mae
I certificate will equal the interest rate on the mortgage loans included in the
pool of mortgage loans underlying the Ginnie Mae I certificate, less one-half
percentage point per annum of the unpaid principal balance of the mortgage
loans.
Mortgage loans underlying a particular Ginnie Mae II certificate may have
per annum interest rates that vary from one another by up to one percentage
point. The interest rate on each Ginnie Mae II certificate will be between
one-half percentage point and one and one-half percentage points lower than the
highest interest rate on the
20
mortgage loans included in the pool of mortgage loans underlying the Ginnie Mae
II certificate (except for pools of mortgage loans secured by manufactured
homes).
Regular monthly installment payments on each Ginnie Mae certificate held in
a trust fund will be comprised of interest due as specified on the Ginnie Mae
certificate plus the scheduled principal payments on the FHA loans or VA loans
underlying the Ginnie Mae certificate due on the first day of the month in which
the scheduled monthly installments on the Ginnie Mae certificate are due.
Regular monthly installments on each Ginnie Mae certificate are required to be
paid to the trustee as registered holder by the 15th day of each month in the
case of a Ginnie Mae I certificate, and are required to be mailed to the trustee
by the 20th day of each month in the case of a Ginnie Mae II certificate. Any
principal prepayments on any FHA loans or VA loans underlying a Ginnie Mae
certificate held in a trust fund or any other early recovery of principal on
such loan will be passed through to the trustee as the registered holder of the
Ginnie Mae certificate.
Ginnie Mae certificates may be backed by graduated payment mortgage loans
or by "buydown" mortgage loans for which funds will have been provided (and
deposited into escrow accounts) for application to the payment of a portion of
the borrowers' monthly payments during the early years of such mortgage loans.
Payments due the registered holders of Ginnie Mae certificates backed by pools
containing "buydown" mortgage loans will be computed in the same manner as
payments derived from other Ginnie Mae certificates and will include amounts to
be collected from both the borrower and the regulated escrow account. The
graduated payment mortgage loans will provide for graduated interest payments
that, during the early years of such mortgage loans, will be less than the
amount of stated interest on such mortgage loans. The interest not so paid will
be added to the principal of the graduated payment mortgage loans and, together
with interest thereon, will be paid in subsequent years. The obligations of
Ginnie Mae and of a Ginnie Mae issuer will be the same irrespective of whether
the Ginnie Mae certificates are backed by graduated payment mortgage loans or
"buydown" mortgage loans. No statistics comparable to the FHA's prepayment
experience on level payment, non-"buydown" mortgage loans are available in
respect of graduated payment or "buydown" mortgages. Ginnie Mae certificates
related to a series of certificates may be held in book-entry form.
If specified in a prospectus supplement, Ginnie Mae certificates may be
backed by multifamily mortgage loans having the characteristics specified in the
prospectus supplement.
FREDDIE MAC. Freddie Mac, formerly the Federal Home Loan Mortgage
Corporation, is a shareholder-owned, government sponsored enterprise created
pursuant to Title III of the Emergency Home Finance Act of 1970, as amended.
Freddie Mac was established primarily for the purpose of increasing the
availability of mortgage credit for the financing of urgently needed housing. It
seeks to provide an enhanced degree of liquidity for residential mortgage
investments primarily by assisting in the development of secondary markets for
conventional mortgages. The principal activity of Freddie Mac currently consists
of the purchase of first lien conventional mortgage loans, or
21
participation interests in the mortgage loans, and the sale of the mortgage
loans or participations so purchased in the form of mortgage securities,
primarily Freddie Mac certificates. Freddie Mac is confined to purchasing, so
far as practicable, mortgage loans that it deems to be of such quality, type and
class as to meet generally the purchase standards imposed by private
institutional mortgage investors.
FREDDIE MAC CERTIFICATES. Each Freddie Mac certificate represents an
undivided interest in a pool of mortgage loans that may consist of first lien
conventional loans, FHA loans or VA loans. Freddie Mac certificates are sold
under the terms of a mortgage participation certificate agreement. A Freddie Mac
certificate may be issued under either Freddie Mac's Cash Program or its
Guarantor Program.
Mortgage loans underlying the Freddie Mac certificates held by a trust fund
will consist of mortgage loans with original terms to maturity of from ten to 40
years. Each such mortgage loan must meet the applicable standards set forth in
the legislation that established Freddie Mac. The pool of loans backing a
Freddie Mac certificate may include whole loans, participation interests in
whole loans and undivided interests in whole loans and/or participations
comprising another Freddie Mac pool. Under the Guarantor Program, however, the
pool of loans backing a Freddie Mac certificate may include only whole loans or
participation interests in whole loans.
Freddie Mac guarantees to each registered holder of a Freddie Mac
certificate the timely payment of interest on the underlying mortgage loans to
the extent of the applicable certificate rate on the registered holder's pro
rata share of the unpaid principal balance outstanding on the underlying
mortgage loans represented by that Freddie Mac certificate, whether or not
received. Freddie Mac also guarantees to each registered holder of a Freddie Mac
certificate that the holder will collect all principal on the underlying
mortgage loans, without any offset or deduction, to the extent of such holder's
pro rata share thereof, but does not, except if and to the extent specified in
the related prospectus supplement for a series of certificates, guarantee the
timely payment of scheduled principal. Under Freddie Mac's Gold PC Program,
Freddie Mac guarantees the timely payment of principal based on the difference
between the pool factor, published in the month preceding the month of
distribution, and the pool factor published in such month of distribution.
Pursuant to its guarantees, Freddie Mac indemnifies holders of Freddie Mac
certificates against any diminution in principal by reason of charges for
property repairs, maintenance and foreclosure. Freddie Mac may remit the amount
due on account of its guaranty of collection of principal at any time after
default on an underlying mortgage loan, but not later than (i) 30 days following
foreclosure sale, (ii) 30 days following payment of the claim by any mortgage
insurer or (iii) 30 days following the expiration of any right of redemption,
whichever occurs later, but in any event no later than one year after demand has
been made upon the mortgagor for accelerated payment of principal. In taking
actions regarding the collection of principal after default on the mortgage
loans underlying Freddie Mac certificates, including the timing of demand for
acceleration, Freddie Mac reserves the right to exercise its judgment with
respect to the mortgage loans in the same manner as for mortgage loans which it
has purchased but not sold. The length of time necessary for Freddie Mac to
determine that a mortgage loan should be accelerated varies with the
22
particular circumstances of each mortgagor, and Freddie Mac has not adopted
standards which require that the demand be made within any specified period.
Freddie Mac certificates are not guaranteed by the United States or by any
Federal Home Loan Bank and do not constitute debts or obligations of the United
States or any Federal Home Loan Bank. The obligations of Freddie Mac under its
guarantee are obligations solely of Freddie Mac and are not backed by, or
entitled to, the full faith and credit of the United States. If Freddie Mac were
unable to satisfy such obligations, distributions to holders of Freddie Mac
certificates would consist solely of payments and other recoveries on the
underlying mortgage loans and, accordingly, monthly distributions to holders of
Freddie Mac certificates would be affected by delinquent payments and defaults
on such mortgage loans.
Registered holders of Freddie Mac certificates are entitled to receive
their monthly pro rata share of all principal payments on the underlying
mortgage loans received by Freddie Mac, including any scheduled principal
payments, full and partial repayments of principal and principal received by
Freddie Mac by virtue of condemnation, insurance, liquidation or foreclosure,
and repurchases of the mortgage loans by Freddie Mac or the seller thereof.
Freddie Mac is required to remit each registered Freddie Mac Certificateholder's
pro rata share of principal payments on the underlying mortgage loans, interest
at the Freddie Mac pass-through rate and any other sums such as prepayment fees,
within 60 days of the date on which those payments are deemed to have been
received by Freddie Mac.
Under Freddie Mac's Cash Program, there is no limitation on the amount by
which interest rates on the mortgage loans underlying a Freddie Mac certificate
may exceed the pass-through rate on the Freddie Mac certificate. Under this
program, Freddie Mac purchases groups of whole mortgage loans from sellers at
specified percentages of their unpaid principal balances, adjusted for accrued
or prepaid interest, which, when applied to the interest rate of the mortgage
loans and participations purchased, results in the yield (expressed as a
percentage) required by Freddie Mac. The required yield, which includes a
minimum servicing fee retained by the servicer, is calculated using the
outstanding principal balance. The range of interest rates on the mortgage loans
and participations in a particular Freddie Mac pool under the Cash Program will
vary since mortgage loans and participations are purchased and assigned to a
Freddie Mac pool based upon their yield to Freddie Mac rather than on the
interest rate on the underlying mortgage loans. Under Freddie Mac's Guarantor
Program, the pass-through rate on a Freddie Mac certificate is established based
upon the lowest interest rate on the underlying mortgage loans, minus a minimum
servicing fee and the amount of Freddie Mac's management and guaranty income as
agreed upon between the related seller and Freddie Mac.
Freddie Mac certificates duly presented for registration of ownership on or
before the last business day of a month are registered effective as of the first
day of the month. The first remittance to a registered holder of a Freddie Mac
certificate will be distributed so as to be received normally by the 15th day of
the second month following the month in which the purchaser becomes a registered
holder of Freddie Mac certificates.
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Thereafter, such remittance will be distributed monthly to the registered holder
so as to be received normally by the 15th day of each month. The Federal Reserve
Bank of New York maintains book-entry accounts with respect to Freddie Mac
certificates sold by Freddie Mac, and makes payments of principal and interest
each month to the registered Freddie Mac certificateholders in accordance with
the holders' instructions.
FANNIE MAE. Fannie Mae, formerly the Federal National Mortgage
Association, is a federally chartered and privately owned corporation organized
and existing under the Federal National Mortgage Association Charter Act, as
amended. 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
mortgage loans from lenders, thereby replenishing their funds for additional
lending. Fannie Mae acquires funds to purchase mortgage loans from many capital
market investors that may not ordinarily invest in mortgages, thereby expanding
the total amount of funds available for housing. Operating nationwide Fannie Mae
helps to redistribute mortgage funds from capital-surplus to capital-short
areas.
FANNIE MAE CERTIFICATES. Fannie Mae certificates are Guaranteed Mortgage
Pass-Through Certificates representing fractional undivided interests in a pool
of mortgage loans formed by Fannie Mae. Each mortgage loan must meet the
applicable standards of the Fannie Mae purchase program. Mortgage loans
comprising a pool are either provided by Fannie Mae from its own portfolio or
purchased pursuant to the criteria of the Fannie Mae purchase program.
Mortgage loans underlying Fannie Mae certificates held by a trust fund will
consist of conventional mortgage loans, FHA loans or VA loans. Original
maturities of substantially all of the conventional, level payment mortgage
loans underlying a Fannie Mae certificate are expected to be from eight to 15
years or from 20 to 40 years. The original maturities of substantially all of
the fixed rate level payment FHA loans or VA loans are expected to be 30 years.
Mortgage loans underlying a Fannie Mae certificate may have annual interest
rates that vary by as much as two percentage points from one another. The rate
of interest payable on a Fannie Mae certificate is equal to the lowest interest
rate of any mortgage loan in the related pool, less a specified minimum annual
percentage representing servicing compensation and Fannie Mae's guaranty fee.
Under a regular servicing option pursuant to which the mortgagee or each other
servicer assumes the entire risk of foreclosure losses, the annual interest
rates on the mortgage loans underlying a Fannie Mae certificate will be between
25 basis points and 250 basis points greater than is its annual pass-through
rate. Under a special servicing option pursuant to which Fannie Mae assumes the
entire risk for foreclosure losses, the annual interest rates on the mortgage
loans underlying a Fannie Mae certificate will generally be between 30 basis
points and 255 basis points greater than the annual Fannie Mae certificate
pass-through rate. If specified in the related prospectus supplement, Fannie Mae
certificates may be backed by adjustable rate mortgages.
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Fannie Mae guarantees to each registered holder of a Fannie Mae certificate
that it will distribute amounts representing the holder's proportionate share of
scheduled principal and interest payments at the applicable pass-through rate
provided for by the Fannie Mae certificate on the underlying mortgage loans,
whether or not received, and the holder's proportionate share of the full
principal amount of any foreclosed or other finally liquidated mortgage loan,
whether or not such principal amount is actually recovered. The obligations of
Fannie Mae under its guarantees are obligations solely of Fannie Mae and are not
backed by, or entitled to, the full faith and credit of the United States.
Although the Secretary of the Treasury of the United States has discretionary
authority to lend Fannie Mae up to $2.25 billion outstanding at any time,
neither the United States nor any of its agencies or instrumentalities is
obligated to finance Fannie Mae's operations or to assist Fannie Mae in any
other manner. If Fannie Mae were unable to satisfy its obligations,
distributions to holders of Fannie Mae certificates would consist solely of
payments and other recoveries on the underlying mortgage loans and, accordingly,
monthly distributions to holders of Fannie Mae certificates would be affected by
delinquent payments and defaults on such mortgage loans.
Fannie Mae certificates evidencing interests in pools of mortgage loans
formed on or after May 1, 1985 (other than Fannie Mae certificates backed by
pools containing graduated payment mortgage loans or mortgage loans secured by
multifamily projects) are available in book-entry form only. Distributions of
principal and interest on each Fannie Mae certificate will be made by Fannie Mae
on the 25th day of each month to the persons in whose name the Fannie Mae
certificate is entered in the books of the Federal Reserve Banks (or registered
on the Fannie Mae certificate register in the case of fully registered Fannie
Mae certificates) as of the close of business on the last day of the preceding
month. With respect to Fannie Mae certificates issued in book-entry form,
distributions will be made by wire and, with respect to fully registered Fannie
Mae certificates, distributions will be made by check.
STRIPPED MORTGAGE-BACKED SECURITIES. Agency securities may consist of one
or more stripped mortgage-backed securities as described in this prospectus and
in the related prospectus supplement. Each agency security of this type will
represent an undivided interest in all or part of the principal
distributions -- but not the interest distributions, or the interest
distributions -- but not the principal distributions, or in some specified
portion of the principal and interest distributions on certain Freddie Mac,
Fannie Mae or Ginnie Mae certificates. The underlying securities will be held
under a trust agreement by Freddie Mac, Fannie Mae or Ginnie Mae, each as
trustee, or by another trustee named in the related prospectus supplement.
Freddie Mac, Fannie Mae or Ginnie Mae will guaranty each stripped agency
security to the same extent as such entity guarantees the underlying securities
backing the stripped agency security, unless otherwise specified in the related
prospectus supplement.
OTHER AGENCY SECURITIES. If specified in the related prospectus
supplement, a trust fund may include other mortgage pass-through certificates
issued or guaranteed by Freddie Mac, Fannie Mae or Ginnie Mae. The
characteristics of any such mortgage pass-through certificates will be described
in the related prospectus supplement. If
25
specified in the related prospectus supplement, a combination of different types
of agency securities may be held in a trust fund.
PRIVATE MORTGAGE-BACKED SECURITIES
GENERAL. Private mortgage-backed securities may consist of
- pass-through certificates or participation certificates evidencing an
undivided interest in a pool of single family loans, home equity loans,
multifamily loans, manufactured housing contracts or home improvement
contracts,
- collateralized mortgage obligations secured by single family loans, home
equity loans, multifamily loans, manufactured housing contracts or home
improvement contracts, or
- other private mortgage-backed securities.
Private mortgage-backed securities may include stripped mortgage-backed
securities representing an undivided interest in all or a part of the principal
distributions -- but not the interest distributions, or the interest
distributions -- but not the principal distributions, or in some specified
portion of the principal and interest distributions on certain mortgage loans.
The private mortgage-backed securities will have been issued pursuant to a
pooling and servicing agreement, an indenture or similar agreement. Unless
otherwise specified in the related prospectus supplement, the seller/servicer of
the underlying loans will have entered into a private mortgage-backed securities
Agreement with a trustee under that agreement. The trustee or its agent, or a
custodian, will possess the mortgage loans underlying the private
mortgage-backed securities. The loans underlying the private mortgage-backed
securities will be serviced by a servicer directly or by one or more
subservicers which may be subject to the supervision of the servicer. Unless
otherwise specified in the related prospectus supplement, the private mortgage-
backed securities servicer will be a Fannie Mae- or Freddie Mac-approved
servicer and, if FHA loans underlie the private mortgage-backed securities,
approved by HUD as an FHA mortgagee.
The private mortgage-backed securities issuer will be a financial
institution or other entity engaged generally in the business of mortgage
lending, a public agency or instrumentality of a state, local or federal
government, or a limited purpose corporation organized for the purpose of, among
other things, establishing trusts and acquiring and selling housing loans to
trusts and selling beneficial interests in trusts. If specified in the related
prospectus supplement, the issuer may be an affiliate of the depositor. The
obligations of the PLS issuer will generally be limited to certain
representations and warranties with respect to the assets it conveys to the
related trust. Unless otherwise specified in the related prospectus supplement,
the PLS issuer will not have guaranteed any of the assets conveyed to the
related trust or any of the private mortgage-backed securities issued under the
PLS agreement. Additionally, although the loans underlying the private
mortgage-backed securities may be guaranteed by an agency or instrumentality of
the United States, the private mortgage-backed securities themselves will not be
so guaranteed, unless the related prospectus supplement specifies otherwise.
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Distributions of principal and interest will be made on the private
mortgage-backed securities on the dates specified in the related prospectus
supplement. The private mortgage-backed securities may be entitled to receive
nominal or no principal distributions or nominal or no interest distributions.
Principal and interest distributions will be made on the private mortgage-backed
securities by the trustee or the servicer. The issuer or the servicer may have
the right to repurchase assets underlying the private mortgage-backed securities
after a particular date or under other circumstances specified in the related
prospectus supplement.
UNDERLYING LOANS. The loans underlying the private mortgage-backed
securities may consist of fixed rate, level payment, fully amortizing loans or
graduated payment mortgage loans, buydown loans, adjustable rate mortgage loans,
or loans having balloon or other special payment features. The loans may be
secured by one- to four-family residential property, small mixed-use property,
five- to eight-family residential property, multifamily property, manufactured
homes or by an assignment of the proprietary lease or occupancy agreement
relating to a specific dwelling within a cooperative and the related shares
issued by the cooperative.
CREDIT SUPPORT RELATING TO PRIVATE MORTGAGE-BACKED SECURITIES. Credit
support in the form of reserve funds, subordination of other private
mortgage-backed securities issued under the private mortgage-backed securities
agreement, letters of credit, surety bonds, insurance policies or other types of
credit support may be provided with respect to the loans underlying the private
mortgage-backed securities or with respect to the private mortgage-backed
securities themselves.
ADDITIONAL INFORMATION. If the trust fund for a series of securities
includes private mortgage-backed securities, the related prospectus supplement
will generally specify
- the aggregate approximate principal amount and type of private
mortgage-backed securities to be included in the trust fund,
- the maximum original term-to-stated maturity of the private
mortgage-backed securities,
- the weighted average term-to-stated maturity of the private
mortgage-backed securities,
- the pass-through or certificate rate of the private mortgage-backed
securities,
- the weighted average pass-through of interest rate of the private
mortgage-backed securities,
- the issuer, the servicer (if other than the issuer) and the trustee,
- certain characteristics of any credit support such as reserve funds,
insurance policies, surety bonds, letters of credit or guaranties
relating to the loans underlying the private mortgage-backed securities
themselves,
- the terms on which the loans underlying the private mortgage-backed
securities may, or are required to, be purchased prior to their stated
maturity or the stated maturity of the private mortgage-backed
securities, and
27
- the terms on which mortgage loans may be substituted for those originally
underlying the private mortgage-backed securities.
In addition, the related prospectus supplement will provide information
about the loans which comprise the underlying assets of the private
mortgage-backed securities, generally including
- the payment features of the mortgage loans,
- the approximate aggregate principal balance, if known, of underlying
loans insured or guaranteed by a governmental entity,
- the servicing fee or range of servicing fees with respect to the loans,
and
- the minimum and maximum stated maturities of the underlying loans at
origination.
SUBSTITUTION OF TRUST ASSETS
Substitution of trust assets may be permitted in the event of breaches of
representations and warranties with respect to certain trust assets or in the
event the documentation with respect to any trust asset is determined by the
trustee to be incomplete or as further specified in the prospectus supplement.
The period during which such substitution will be permitted generally will be
indicated in the prospectus supplement.
USE OF PROCEEDS
The net proceeds to be received from the sale of the securities will be
applied by the depositor to the purchase of trust assets or will be used by the
depositor for general corporate purposes. The depositor expects to sell
securities in series from time to time, but the timing and amount of offerings
of securities will depend on a number of factors, including the volume of trust
assets acquired by the depositor, prevailing interest rates, availability of
funds and general market conditions.
LOAN PROGRAM
The loans will have been purchased by the depositor, either directly or
through affiliates, from sellers. Unless otherwise specified in the prospectus
supplement, the loans acquired by the depositor will have been originated in
accordance with the underwriting criteria described below.
UNDERWRITING STANDARDS
Each seller will represent and warrant that all loans originated and/or
sold by it to the depositor will have been underwritten in accordance with
standards described in the prospectus supplement.
Underwriting standards are applied by or on behalf of a lender to evaluate
the borrower's credit standing and repayment ability, and the value and adequacy
of the related property as collateral. In general, a prospective borrower
applying for a mortgage loan is required to fill out a detailed application
designed to provide to the underwriting
28
officer pertinent credit information. As part of the description of the
borrower's financial condition, the borrower generally is required to provide a
current list of assets and liabilities and a statement of income and expenses,
as well as 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 or other significant public records. In most cases, an employment
verification is obtained from an independent source (typically the borrower's
employer), which verification reports the length of employment with that
organization, the borrower's current salary and whether it is expected that the
borrower will continue such employment in the future. If a prospective borrower
is self-employed, the borrower may be required to submit copies of signed tax
returns. The borrower may also be required to authorize verification of deposits
at financial institutions where the borrower has demand or savings accounts.
In determining the adequacy of the property as collateral, an appraisal
will generally be made of each property considered for financing. The appraiser
is required to inspect the property and verify that it is in good repair and
that construction, if new, has been completed. The appraisal is based on the
market value of comparable homes, the estimated rental income (if considered
applicable by the appraiser) and the cost of replacing the home.
Once all applicable employment, credit and property information is
received, a determination generally is made as to whether the prospective
borrower has sufficient monthly income available:
- to meet the borrower's monthly obligations on the proposed mortgage loan
(generally determined on the basis of the monthly payments due in the
year of origination) and other expenses related to the property (such as
property taxes and hazard insurance), and
- to meet monthly housing expenses and other financial obligations and
monthly living expenses.
The underwriting standards applied by a seller, particularly with respect to the
level of loan documentation and the borrower's income and credit history, may be
varied in appropriate cases where factors such as low combined loan-to-value
ratios or other favorable credit aspects exist.
If specified in the prospectus supplement, a portion of the loans in the
pool may have been originated under a limited documentation program. Under a
limited documentation program, more emphasis is placed on the value and adequacy
of the property as collateral and other assets of the borrower than on credit
underwriting. Under a limited documentation program, certain credit underwriting
documentation concerning income or income verification and/or employment
verification is waived. The prospectus supplement will indicate the types of
limited documentation programs pursuant to which the loans were originated and
the underwriting standards applicable to such limited documentation programs.
In the case of a loan secured by a leasehold interest in real property, the
title to which is held by a third party lessor, the seller will represent and
warrant, among other
29
things, that the remaining term of the lease and any sublease is at least five
years longer than the remaining term on the related mortgage note.
Certain of the types of loans that may be included in a trust may involve
additional uncertainties not present in traditional types of loans. For example,
certain of such loans may provide for escalating or variable payments by the
borrower. These types of loans are underwritten on the basis of a judgment that
the borrowers have the ability to make the monthly payments required initially.
In some instances, however, a borrower's income may not be sufficient to permit
continued loan payments as such payments increase. These types of loans may also
be underwritten primarily upon the basis of combined loan-to-value ratios or
other favorable credit factors.
QUALIFICATIONS OF SELLERS
Each seller must be an institution experienced in originating and servicing
loans of the type contained in the pool in accordance with accepted practices
and prudent guidelines, and must maintain satisfactory facilities to originate
and service those loans. Each seller must be a seller/servicer approved by
either Fannie Mae or Freddie Mac. Each seller must be a mortgagee approved by
the FHA or an institution the deposit accounts of which are insured by the
Federal Deposit Insurance Corporation.
QUALITY CONTROL
A quality control program has been developed to monitor the quality of loan
underwriting at the time of acquisition and on an ongoing basis. All loans
purchased will be subject to this quality control program. A legal document
review of each loan acquired will be conducted to verify the accuracy and
completeness of the information contained in the mortgage notes, security
instruments and other pertinent documents in the file. A sample of loans to be
acquired, selected by focusing on those loans with higher risk characteristics,
will normally be submitted to a third party nationally recognized underwriting
review firm for a compliance check of underwriting and review of income, asset
and appraisal information.
REPRESENTATIONS BY SELLERS; REPURCHASES
Each seller will have made representations and warranties in respect of the
loans sold by such seller and evidenced by all, or a part, of a series of
securities. Such representations and warranties may include, among other things:
- that title insurance (or in the case of properties located in areas where
such policies are generally not available, an attorney's certificate of
title) and any required hazard insurance policy were effective at
origination of each loan and that each policy (or certificate of title as
applicable) remained in effect on the date of purchase of the loan from
the seller by or on behalf of the depositor;
- that the seller had good title to each such loan and such loan was
subject to no offsets, defenses, counterclaims or rights of rescission
except to the extent that any buydown agreement may forgive certain
indebtedness of a borrower;
30
- that each loan constituted a valid lien on, or a perfected security
interest with respect to, the property (subject only to permissible liens
disclosed, if applicable, title insurance exceptions, if applicable, and
certain other exceptions described in the Agreement) and that the
property was free from damage and was in acceptable condition;
- that there were no delinquent tax or assessment liens against the
property;
- that no required payment on a loan was delinquent more than the number of
days specified in the prospectus supplement; and
- that each loan was made in compliance with, and is enforceable under, all
applicable state and federal laws and regulations in all material
respects.
The servicer or the trustee will promptly notify the relevant seller of any
breach of any representation or warranty made by it in respect of a loan which
materially and adversely affects the interests of the securityholders in such
loan. Unless otherwise specified in the prospectus supplement, if such seller
cannot cure such breach within the time period specified in the prospectus
supplement following notice from the servicer or the trustee, as the case may
be, then such seller will be obligated to repurchase such loan from the trust at
a purchase price equal to 100% of the unpaid principal balance thereof as of the
date of the repurchase plus accrued interest thereon to the first day of the
month following the month of repurchase at the loan rate (less any advances or
amount payable as related servicing compensation if the seller is the servicer)
and may elect to substitute for such loan a replacement loan that satisfies the
criteria specified in the prospectus supplement.
If a REMIC election is being made with respect to a trust, the servicer,
the trustee or a holder of the related residual certificate generally will be
obligated to pay any prohibited transaction tax which may arise in connection
with any such repurchase or substitution and the trustee must have received a
satisfactory opinion of counsel that any such substitution will not cause the
trust to lose its status as a REMIC or otherwise subject the trust to a
prohibited transaction tax. This repurchase or substitution obligation will
constitute the sole remedy available to holders of securities or the trustee for
a breach of representation by a seller.
Neither the depositor nor the servicer will be obligated to purchase or
substitute a loan if a seller defaults on its obligation to do so, and no
assurance can be given that sellers will carry out their respective repurchase
or substitution obligations with respect to loans.
DESCRIPTION OF THE SECURITIES
Each series of securities issued in the form of certificates will be issued
pursuant to either a pooling and servicing agreement or a trust agreement among
the depositor, the servicer and the trustee or pursuant to agreements containing
comparable provisions, as described in the prospectus supplement. A form of
pooling and servicing agreement and trust agreement have been filed as an
exhibit to the registration statement of which this prospectus forms a part.
Each series of securities issued in the form of bonds will be
31
issued pursuant to an indenture between the related trust and the entity named
in the prospectus supplement as trustee or pursuant to agreements containing
comparable provisions, as described in the prospectus supplement, and the
related loans will be serviced by the servicer pursuant to a servicing
agreement. A form of indenture and servicing agreement has been filed as an
exhibit to the registration statement of which this prospectus forms a part.
A series of securities may consist of both bonds and certificates. The
provisions of each Agreement will vary depending upon the nature of the
securities to be issued thereunder and the nature of the trust. The following
are descriptions of the material provisions which may appear in each Agreement.
The descriptions are subject to, and are qualified in their entirety by
reference to, all of the provisions of the specific Agreement applicable to
series of securities. The depositor will provide a copy of the Agreement
(without exhibits) relating to any series without charge upon written request of
a holder of record of a security of such series addressed to the depositor, One
Belvedere Place, Mill Valley, California 94941, Attention: Secretary.
GENERAL
Unless otherwise described in the prospectus supplement, the securities of
each series:
- will be issued in book-entry or fully registered form, in the authorized
denominations specified in the prospectus supplement;
- will, in the case of certificates, evidence specified beneficial
ownership interests in the assets of the trust;
- will, in the case of bonds, be secured by the assets of the trust; and
- will not be entitled to payments in respect of the assets included in any
other trust established by the depositor.
Unless otherwise specified in the prospectus supplement, the securities
will not represent obligations of the depositor or any affiliate of the
depositor. Certain of the loans may be guaranteed or insured as set forth in the
prospectus supplement. Each trust will consist of, to the extent provided in the
related Agreement:
- the trust assets subject to the related Agreement, including all payments
of interest and principal received with respect to the loans after the
cut-off date;
- such assets as from time to time are required to be deposited in the
related Collection Account;
- property which secured a loan and which is acquired on behalf of the
securityholders by foreclosure or deed in lieu of foreclosure; and
- any insurance policies or other forms of credit enhancement required to
be maintained pursuant to the related Agreement.
If so specified in the prospectus supplement, a trust may also include one
or more of the following: reinvestment income on payments received on the trust
assets, a reserve
32
account, a mortgage pool insurance policy, a special hazard insurance policy, a
bankruptcy bond, one or more letters of credit, a surety bond, guaranties, a
demand note or similar instruments.
Each series of securities will be issued in one or more classes. Each class
of certificates of a series will evidence beneficial ownership of a specified
percentage (which may be 0%) or portion of future interest payments and a
specified percentage (which may be 0%) or portion of future principal payments
on, and each class of notes of a series will be secured by, the related trust
assets. A series of securities may include one or more classes that are senior
in right to payment to one or more other classes of securities of such series.
Certain series or classes of securities may be covered by insurance policies,
surety bonds or other forms of credit enhancement, in each case as described in
the prospectus supplement. One or more classes of securities of a series may be
entitled to receive distributions of principal, interest or any combination
thereof. Distributions on one or more classes of a series of securities may be
made prior to one or more other classes, after the occurrence of specified
events, in accordance with a schedule or formula or on the basis of collections
from designated portions of the related trust assets, in each case as specified
in the prospectus supplement. The timing and amounts of such distributions may
vary among classes or over time as specified in the prospectus supplement.
Distributions of principal and interest (or, where applicable, of principal
only or interest only) on the related securities will be made by the trustee or
the payment agent on each payment date in proportion to the percentages
described in the prospectus supplement. Payment dates will occur either monthly,
quarterly, semi-annually or at other specified intervals and will occur on the
dates as are described in the prospectus supplement. Distributions will be made
to the persons in whose names the securities are registered at the close of
business on the record date relating to payment date. Distributions will be made
in the manner described in the prospectus supplement to the persons entitled
thereto at the address appearing in the register maintained for securityholders;
provided, however, that, unless otherwise provided in the prospectus supplement,
the final distribution in retirement of the securities will be made only upon
presentation and surrender of the securities at the office or agency of the
trustee or other person specified in the notice to securityholders of such final
distribution.
The securities will be freely transferable and exchangeable at the
corporate trust office of the trustee specified in the prospectus supplement. No
service charge will be made for any registration of exchange or transfer of
securities of any series, but the trustee may require payment of a sum
sufficient to cover any related tax or other governmental charge.
The sale or transfer of certain classes of securities to employee benefit
plans and retirement arrangements that are subject to the provisions of Title I
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), may
be restricted. The prospectus supplement for each series of securities will
describe any such restrictions.
33
As to each series, an election may be made to treat the related trust or
designated portions thereof as one or more REMICs as defined in the Code. The
prospectus supplement will specify whether a REMIC election is to be made.
Alternatively, the Agreement for a series of securities may provide that a REMIC
election may be made at the discretion of the depositor or the servicer and may
only be made if certain conditions are satisfied. As to any such series, the
terms and provisions applicable to the making of a REMIC election will be set
forth in the prospectus supplement. If such an election is made with respect to
a series of securities, one of the classes will be designated as evidencing the
sole class of residual interests in the REMIC. All other classes of securities
in such a series will constitute regular interests in the REMIC. As to each
series of securities with respect to which a REMIC election is to be made; the
servicer, the trustee and/or a holder of the residual certificate will be
obligated to take all actions required in order to comply with applicable laws
and regulations.
DISTRIBUTIONS ON SECURITIES
GENERAL.
In general, the method of determining the amount of distributions on a
particular series of securities will depend on the type of credit support, if
any, that is used with respect to such series. Set forth below are descriptions
of various methods that may be used to determine the amount of distributions on
the securities of a particular series. The prospectus supplement for each series
of securities will describe the method to be used in determining the amount of
distributions on the securities of that series.
Distributions allocable to principal and interest on the securities will be
made by the trustee out of, and only to the extent of, funds in the related
collection account, including any funds transferred from any reserve account. As
between securities of different classes and as between distributions of
principal (and, if applicable, between distributions of principal prepayments
and scheduled payments of principal) and interest, distributions made on any
payment date will be applied as specified in the prospectus supplement. The
prospectus supplement will also describe the method for allocating distributions
among securities of a particular class.
AVAILABLE FUNDS.
All distributions on the securities of each series on each payment date
will be made from the available funds described below, in accordance with the
terms described in the prospectus supplement and specified in the Agreement.
Available funds for each payment date will generally equal the amount on deposit
in the related Collection Account on such payment date (net of related fees and
expenses payable by the related trust) other than amounts to be held therein for
distribution on future payment dates.
DISTRIBUTIONS OF INTEREST.
Interest will accrue on the aggregate principal balance of the securities
(or, in the case of securities entitled only to distributions allocable to
interest, the aggregate notional amount) of each class of securities (the "class
security balance") entitled to interest
34
from the date, at the pass-through rate or interest rate, as applicable, and for
the periods specified in the related prospectus supplement. The pass-through
rate or interest rate applicable to each class of securities will be specified
in the related prospectus supplement as either a fixed rate or adjustable rate.
Other than with respect to a class of securities that provides for interest that
accrues but is not currently payable ("accrual securities"), to the extent funds
are available for the payment of interest on a class of securities, interest
accrued during each specified period on that class of securities entitled to
interest will be distributable on the payment dates specified in the prospectus
supplement until the aggregate class security balance of those securities has
been distributed in full or, in the case of securities entitled only to
distributions allocable to interest, until the aggregate notional amount of
those securities is reduced to zero or for the period of time designated in the
prospectus supplement. Except in the case of the accrual securities, the
original class security balance of each security will equal the aggregate
distributions allocable to principal to which such security is entitled.
Distributions allocable to interest on each security that is not entitled to
distributions allocable to principal will be calculated based on the notional
amount of such security. The notional amount of a security will not evidence an
interest in or entitlement to distributions allocable to principal but will be
used solely for convenience in expressing the calculation of interest and for
certain other purposes.
Interest payable on the securities of a series on a payment date will
include all interest accrued during the period specified in the prospectus
supplement. In the event interest accrues over a period ending two or more days
prior to a payment date, the effective yield to securityholders will be reduced
from the yield that would otherwise be obtainable if interest payable on the
security were to accrue through the day immediately preceding such payment date,
and the effective yield (at par) to securityholders will be less than the
indicated coupon rate.
With respect to any class of accrual securities, as specified in the
prospectus supplement, any interest that has accrued but is not paid on a given
payment date may be added to the aggregate class security balance of such class
of securities on that payment date and thereafter may itself accrue interest as
part of the aggregate class security balance. Distributions of interest on any
class of accrual securities will commence only after the occurrence of the
events specified in such prospectus supplement. Prior to the occurrence of those
specified events, the beneficial ownership interest in the trust or the
principal balance, as applicable, of such class of accrual securities, as
reflected in the aggregate class security balance of such class of accrual
securities, will increase on each payment date by the amount of interest that
accrued on that class of accrual securities during the preceding interest
accrual period.
DISTRIBUTIONS OF PRINCIPAL.
The prospectus supplement will specify the method by which the amount of
principal to be distributed on the securities on each payment date will be
calculated and the manner in which such amount will be allocated among the
classes of securities entitled to distributions of principal. The aggregate
class security balance of any class of securities entitled to distributions of
principal generally will equal the aggregate original
35
class security balance specified in the related prospectus supplement for that
class, reduced by all distributions allocable to principal previously made to
the holders of that class of securities and by any allocations of realized
losses to that class, and, in the case of accrual securities, increased by all
interest accrued but not then distributable on such accrual securities, as
specified in the prospectus supplement. The aggregate class security balance for
adjustable rate securities may also be subject to the effects of negative
amortization.
If so provided in the prospectus supplement, one or more classes of
securities will be entitled to receive all or a disproportionate percentage of
the principal prepayments made with respect to a payment date in the percentages
and under the circumstances or for the periods specified in that prospectus
supplement. This allocation of principal prepayments to that class or those
classes of securities will have the effect of accelerating the amortization of
those securities while increasing the interests evidenced by one or more other
classes of securities issued by the related trust. Increasing the interests of
the other classes of securities relative to that of certain securities is
intended to preserve the availability of the subordination provided by those
other classes of securities.
UNSCHEDULED DISTRIBUTIONS.
If specified in the prospectus supplement, the securities will be subject
to receipt of distributions before the next scheduled payment date under the
circumstances and in the manner described below and in such prospectus
supplement. If applicable, the trustee will be required to make these
unscheduled distributions on the day and in the amount specified in the
prospectus supplement if, due to substantial payments of principal (including
principal prepayments, redemptions of securities or termination of the trust) on
the trust assets, the trustee or the servicer determines that the funds
available or anticipated to be available from the collection account and, if
applicable, any reserve account, on the next scheduled payment date may be
insufficient to make required distributions on the securities on that payment
date. Unless otherwise specified in the prospectus supplement, the amount of any
such unscheduled distribution that is allocable to principal will not exceed the
amount that would otherwise have been required to be distributed as principal on
the securities on the next payment date. Unless otherwise specified in the
prospectus supplement, the unscheduled distributions will include interest at
the applicable pass-through rate, if any, or interest rate, if any, on the
portion of the unscheduled distribution that is allocable to principal for the
period and to the date specified in the prospectus supplement.
ADVANCES
To the extent provided in the prospectus supplement, the servicer will be
required to advance on or before each payment date (from its own funds, funds
advanced by subservicers or funds held in the collection account for future
distributions to the holders of securities of the related series) an amount
equal to the aggregate of payments of interest and/or principal that were
delinquent on the related determination date (as specified in the prospectus
supplement) and were not advanced by any subservicer,
36
subject to the servicer's determination that such advances may be recoverable
out of late payments by borrowers, liquidation proceeds, insurance proceeds or
otherwise.
In making advances, the servicer will endeavor to maintain a regular flow
of scheduled interest and principal payments to securityholders, rather than to
guarantee or insure against losses. If advances are made by the servicer from
cash being held for future distribution to securityholders, the servicer will
replace the funds advanced on or before any future payment date to the extent
that funds in the applicable collection account on that payment date would be
less than the amount required to be available for distributions to
securityholders on that date. Any funds advanced with respect to a given loan
will be reimbursable to the servicer out of recoveries on that loan (which
recoveries will include late payments made by the related borrower, any related
insurance proceeds, liquidation proceeds or proceeds of any loan purchased by
the depositor, a subservicer or a seller pursuant to the related Agreement).
Advances by the servicer (and any advances by a subservicer) also will be
reimbursable to the servicer (or subservicer) from cash otherwise distributable
to securityholders (including the holders of senior securities) to the extent
that the servicer determines that any advances previously made are not
ultimately recoverable from recoveries on the related loans.
To the extent provided in the prospectus supplement, the servicer also will
be obligated to make advances in respect of certain taxes and insurance premiums
not paid by borrowers on a timely basis, but only to the extent those advances
would be recoverable out of insurance proceeds, liquidation proceeds or
otherwise. These advances are reimbursable to the servicer to the extent
permitted by the related Agreement. The obligations of the servicer to make
advances may be supported by a cash advance reserve account, a surety bond or
other arrangement of the type described in this prospectus under "Credit
Enhancement," and in each case as described in the prospectus supplement.
To the extent provided in the prospectus supplement, the servicer will be
required to advance all funds required for draws by borrowers under revolving
lines of credit.
If specified in the prospectus supplement, in the event the servicer or a
subservicer fails to make a required advance, the trustee, in its capacity as
successor servicer, will be obligated to make the advance. If the trustee makes
this type of advance, it will be entitled to reimbursement to the same extent
and in the same manner that the servicer or a subservicer would have been
entitled to reimbursement if it had made the advance.
COMPENSATING INTEREST
Payments may be received on loans in the trust which represent either a
principal prepayment in full or a principal payment which is in excess of the
scheduled monthly payment and which is not intended to cure a delinquency. If
specified in the prospectus supplement, the servicer will be required to remit
to the trustee with respect to each of these types of payments during any due
period an amount equal to either (1) the excess, if any, of (a) 30 days'
interest on the principal balance of the related loan at the loan rate net of
the per annum rate at which the servicer's servicing fee accrues, over (b) the
amount of interest actually received on the loan during the related due period,
net of the
37
servicer's servicing fee or (2) such other amount as described in the prospectus
supplement. This amount remitted to the trustee by the servicer will be limited
to amounts otherwise payable to the servicer as servicing compensation.
REPORTS TO SECURITYHOLDERS
Prior to or concurrently with each distribution on a payment date, the
servicer or the trustee will furnish to each securityholder of record of the
related series a statement setting forth, to the extent applicable to such
series of securities, among other things:
- the amount of the distribution made on that payment date that is
allocable to principal, separately identifying the aggregate amount of
any principal prepayments and, if specified in the prospectus supplement,
any applicable prepayment penalties included therein;
- the amount of the distribution made on that payment date that is
allocable to interest;
- the amount of any advance made during the related due period;
- the aggregate amount (a) otherwise allocable to the subordinated
securityholders on that payment date, and (b) withdrawn from the reserve
account, if any, that is included in the amounts distributed to the
senior securityholders;
- the outstanding principal balance or notional amount, as applicable, of
each class of the related series after giving effect to all distributions
of principal on that payment date;
- the percentage or amount of principal payments on the loans (excluding
prepayments), if any, which each class will be entitled to receive on the
related payment date;
- the percentage or amount of principal prepayments on the loans, if any,
which each such class will be entitled to receive on the related payment
date;
- the amount of the servicing compensation retained or withdrawn from the
collection account by the servicer, and the amount of additional
servicing compensation received by the servicer attributable to
penalties, fees, excess liquidation proceeds and other similar charges
and items;
- the number and aggregate principal balances of loans which are:
- not in foreclosure but are delinquent (A) 31 to 60 days, (B) 61 to 90
days and (C) 91 or more days, as of the close of business on the last
day of the calendar month preceding that payment date; and
- in foreclosure and are delinquent (A) 31 to 60 days, (B) 61 to 90
days and (C) 91 or more days, as of the close of business on the last
day of the calendar month preceding that payment date;
- the remaining principal balance of any loan secured by real estate
acquired through foreclosure or grant of a deed in lieu of foreclosure
and held as of the last day of the calendar month preceding that payment
date;
38
- the pass-through rate or interest rate, as applicable, if adjusted from
the date of the last statement, of any such class expected to be
applicable to the next distribution to such class;
- if applicable, the amount remaining in any reserve account at the close
of business on that payment date;
- the pass-through rate or interest rate, as applicable, as of the day
prior to the immediately preceding payment date; and
- any amounts remaining under letters of credit, pool insurance policies or
other forms of credit enhancement after distributions made on that
payment date.
The report to securityholders for any series of securities may include
additional or other information of a similar nature to that specified above.
In addition, within a reasonable period of time after the end of each
calendar year, the servicer or the trustee will mail to each securityholder of
record at any time during that calendar year a report of information as may be
deemed necessary or desirable for securityholders to prepare their tax returns.
CATEGORIES OF CLASSES OF SECURITIES
The securities of any series may be comprised of one or more classes. These
classes generally fall into different categories. The following chart identifies
and generally defines certain of the more typical categories of security
classes. The prospectus supplement for a series of securities may identify the
classes which comprise that series by reference to the following categories.
<Table>
<Caption>
CATEGORIES OF CLASSES DEFINITION
PRINCIPAL TYPES
Accretion Directed........................ A class that receives principal payments that
are funded from collections that would have
otherwise funded interest payments on the
accreted interest from specified accrual
classes. An accretion directed class also may
receive principal payments from principal paid
on the trust assets.
Component Securities...................... A class consisting of "components." The
components of a class of component securities
may have different principal and/or interest
payment characteristics but together
constitute a single class. Each component of a
class of component securities may be
identified as falling into one or more of the
categories in this chart.
</Table>
39
<Table>
<Caption>
CATEGORIES OF CLASSES DEFINITION
Notional Amount Securities................ A class having no principal balance and
bearing interest on the related notional
amount. The notional amount is used for
purposes of the determination of interest
distributions.
Planned Principal Class or PACs........... A class that is designed to receive principal
payments using a predetermined principal
balance schedule derived by assuming two
constant prepayment rates for the trust
assets. These two rates are the endpoints for
the "structuring range" for the planned
principal class. The planned principal classes
in any series of securities may be subdivided
into different categories (e.g., primary
planned principal classes, secondary planned
principal classes and so forth) having
different effective structuring ranges and
different principal payment priorities. The
structuring range for the secondary planned
principal class of a series of securities will
be narrower than that for the primary planned
principal class of such series.
Scheduled Principal Class................. A class that is designated to receive
principal payments using a predetermined
principal balance schedule but is not
designated as a planned principal class or
targeted principal class. In many cases, the
schedule is derived by assuming two constant
prepayment rates for the trust assets. Theses
two rates are the endpoints for the
"structuring range" for the scheduled
principal class.
Sequential Pay............................ Classes that receive principal payments in a
prescribed sequence, that do not have
predetermined principal balance schedules and
that receive payments of principal, when
amounts are available to make payments of
principal, continuously from the first payment
date on which they receive principal until
they are retired. A single class that receives
principal payments before or after all other
classes in the same series of securities may
be identified as a sequential pay class.
</Table>
40
<Table>
<Caption>
CATEGORIES OF CLASSES DEFINITION
Strip..................................... A class that receives a constant proportion,
or "strip," of the principal payments on the
trust assets. The constant proportion of such
principal payments may or may not vary for
each trust asset included in the trust and
will be calculated in the manner described in
the prospectus supplement. These classes may
also receive payments of interest.
Support Class (or companion class)........ A class that receives principal payments on
any payment date only if scheduled payments
have been made on specified planned principal
classes, targeted principal classes and/or
scheduled principal classes.
Targeted Principal Class.................. A class that is designated to receive
principal payments using a predetermined
principal balance schedule derived by assuming
a single constant prepayment rate for the
trust assets.
INTEREST TYPES
Accrual................................... A class that adds accrued interest otherwise
distributable on the class to the principal
balance of the class on each applicable
payment date. The accretion may continue until
some specified event has occurred or until the
class is retired.
Fixed Rate................................ A class with a pass-through rate or interest
rate that is fixed throughout the life of the
class.
Floating Rate............................. A class with an interest rate that resets
periodically based upon a designated index and
that varies directly with changes in that
index.
Inverse Floating Rate..................... A class with an interest rate that resets
periodically based upon a designated index and
that varies inversely with changes in such
index.
</Table>
41
<Table>
<Caption>
CATEGORIES OF CLASSES DEFINITION
Interest Only or IO....................... A class that receives some or all of the
interest payments made on the trust assets and
little or no principal. Interest only
certificates have either a nominal principal
balance or a notional amount. A nominal
principal balance represents actual principal
that will be paid on the class. It is referred
to as nominal since it is extremely small
compared to other classes. A notional amount
is an amount used as a reference to calculate
the amount of interest due on an interest only
security but is never actually paid out as
principal on the class.
Partial Accrual........................... A class that adds a portion of the amount of
accrued interest thereon to the principal
balance of the class on each applicable
payment date, with the remainder of the
accrued interest to be distributed currently
as interest on the class on each applicable
payment date. The accretion of designated
amounts of the interest may continue until a
specified event has occurred or until the
class is retired.
Principal Only or PO...................... A class that does not bear interest and is
entitled to receive only distributions in
respect of principal.
Variable Rate............................. A class with a pass-through rate of interest
rate that resets periodically and is
calculated by reference to the rate or rates
of interest applicable to specified assets or
instruments (e.g., the loan rates borne by the
loans in the trust).
</Table>
BOOK-ENTRY REGISTRATION OF SECURITIES
As described in the prospectus supplement, if not issued in fully
registered form, each class of securities will be registered as book-entry
securities. Persons acquiring beneficial ownership interests in the securities,
or "beneficial owners," will hold their securities through DTC in the United
States, or Clearstream Banking, societe anonyme (formerly Cedelbank), commonly
known as Clearstream, Luxembourg, or the Euroclear system, in Europe.
Clearstream, Luxembourg and Euroclear will hold omnibus positions for
Clearstream, Luxembourg participants and Euroclear participants, respectively,
through customers' securities accounts in Clearstream, Luxembourg's and
Euroclear's names on the books of their respective depositaries. The
depositaries will hold these positions in customers' collection accounts in the
depositaries names on DTC's books. The prospectus supplement will state if the
securities will be in physical rather than book-entry form.
42
DTC is a limited purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a clearing
corporation within the meaning of the Uniform Commercial Code and a clearing
agency registered under Section 17A of the Securities Exchange Act. DTC was
created to hold securities for its participants and facilitate the clearance and
settlement of securities transactions between its participants through
electronic book-entry changes in their accounts, eliminating the need for
physical movement of certificates. DTC's participants include securities brokers
and dealers, banks, trust companies and clearing corporations and may include
other organizations. Indirect access to the DTC system also is available to
indirect participants such as brokers, dealers, banks and trust companies that
clear through or maintain a custodial relationship with a DTC participant,
either directly or indirectly.
Transfers between DTC participants will occur according to DTC rules.
Transfers between Clearstream, Luxembourg participants and Euroclear
participants will occur according to their applicable rules and operating
procedures.
Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Clearstream,
Luxembourg participants or Euroclear participants, on the other, will be
effected in DTC according to DTC rules on behalf of the relevant European
international clearing system by its depositary; however, those cross-market
transactions will require the counterparty to deliver instructions to the
relevant European international clearing system according to the counterparty
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 according to normal
procedures for same-day funds settlement applicable to DTC. Clearstream,
Luxembourg participants and Euroclear participants may not deliver instructions
directly to the depositaries.
Because of time-zone differences, credits of securities in Clearstream,
Luxembourg or Euroclear resulting from a transaction with a DTC participant will
be made during the subsequent securities settlement processing, dated the
business day following the DTC settlement date, and the credits or any
transactions in the securities settled during the processing will be reported to
the relevant Clearstream, Luxembourg participant or Euroclear participant on
that business day. Cash received in Clearstream, Luxembourg or Euroclear
resulting from sales or securities by or through a Clearstream, Luxembourg
participant or a Euroclear participant to a DTC participant will be received
with value on the DTC settlement date but will be available in the relevant
Clearstream, Luxembourg or Euroclear cash account only as of the business day
following settlement in DTC.
Clearstream, Luxembourg was incorporated in 1970 as Cedel S.A., a company
with limited liability under Luxembourg law (a societe anonyme). Cedel S.A.
subsequently changed its name to Cedelbank. On January 10, 2000, Cedelbank's
parent company, Cedel International, societe anonyme, merged its clearing,
settlement and custody business with that of Deutsche Borse Clearing AG.
43
Clearstream, Luxembourg holds securities for its customers and facilitates
the clearance and settlement of securities transactions between Clearstream,
Luxembourg customers through electronic book-entry changes in accounts of
Clearstream, Luxembourg customers, thereby eliminating the need for physical
movement of certificates. Transactions may be settled by Clearstream, Luxembourg
in any of 36 currencies, including U.S. dollars. Clearstream, Luxembourg
provides, among other things, services for safekeeping, administration,
clearance and settlement of internationally traded securities and securities
lending and borrowing. Clearstream, Luxembourg also deals with domestic
securities markets in over 30 countries through established depository and
custodial relationships. Clearstream, Luxembourg is registered as a bank in
Luxembourg, and as such is subject to regulation by the Commission de
Surveillance du Secteur Financier which supervises Luxembourg banks.
Clearstream, Luxembourg's customers are world-wide financial institutions
including underwriters, securities brokers and dealers, banks, trust companies
and clearing corporations. Clearstream, Luxembourg's U.S. customers are limited
to securities brokers and dealers, and banks. Currently, Clearstream, Luxembourg
has approximately 2,000 customers located in over 80 countries, including all
major European countries, Canada, and the United States. Indirect access to
Clearstream, Luxembourg is available to other institutions that clear through or
maintain a custodial relationship with an account holder of Clearstream,
Luxembourg. Clearstream, Luxembourg has established an electronic bridge with
Morgan Guaranty Trust Company of New York as the operator of the Euroclear
System in Brussels to facilitate settlement of trades between Clearstream,
Luxembourg and Euroclear."
Euroclear was created in 1968 to hold securities for participants of
Euroclear and to clear and settle transactions between Euroclear participants
through simultaneous electronic book-entry delivery against payment, thereby
eliminating both the need for physical movement of securities and any risk from
lack of simultaneous transfers of securities and cash. Transactions may now be
settled in any of 37 currencies, including United States dollars. Euroclear
includes various other services, including securities lending and borrowing and
interfaces with domestic markets in several countries generally similar to the
arrangements for cross-market transfers with DTC described above. Euroclear is
operated by the Brussels, Belgium office of Morgan Guaranty Trust Company of New
York, under contract with Euroclear Clearance Systems S.C., a Belgian
cooperative corporation. 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 Euroclear Clearance. Euroclear
Clearance establishes policy for Euroclear on behalf of Euroclear participants.
Euroclear participants include banks (including central banks), securities
brokers and dealers, and other professional financial intermediaries. Indirect
access to Euroclear is also available to other firms that clear through or
maintain a custodial relationship with a Euroclear participant, either directly
or indirectly.
The Euroclear operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it is
regulated and
44
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.
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 securities to
specific securities clearance accounts. The Euroclear operator acts under the
Terms and Conditions only on behalf of Euroclear participants, and has no record
of or relationship with persons holding through Euroclear participants.
Under a book-entry format, securityholders that are not DTC participants or
indirect participants but desire to purchase, sell or otherwise transfer
ownership of securities registered in the name of Cede, as nominee of DTC, may
do so only through participants and indirect participants. In addition, these
securityholders will receive all distributions of principal of and interest on
the securities from the trustee through DTC and its participants.
Securityholders may receive payments after the payment date because DTC will
forward these payments to its participants, which thereafter will be required to
forward these payments to indirect participants or securityholders. Unless and
until physical securities are issued, it is anticipated that the only
securityholder will be Cede, as nominee of DTC, and that the beneficial holders
of securities will not be recognized by the trustee as securityholders under the
Agreements. Securityholders which are not DTC participants will only be
permitted to exercise their rights under the Agreements through DTC or through
its participants.
Under the rules, regulations and procedures creating and affecting DTC and
its operations, DTC is required to make book-entry transfers among its
participants and is required to receive and transmit payments of principal of
and interest on the securities. DTC's participants and indirect participants are
required to make book-entry transfers and receive and transmit payments on
behalf of their respective securityholders. Accordingly, although
securityholders will not possess physical securities, the rules provide a
mechanism by which securityholders will receive distributions and will be able
to transfer their interests.
Unless and until physical securities are issued, securityholders who are
not DTC participants may transfer ownership of securities only through DTC
participants by instructing those participants to transfer securities, through
DTC for the account of the purchasers of the securities, which account is
maintained with their respective participants. Under DTC's rules and in
accordance with DTC's normal procedures, transfers of ownership of securities
will be executed through DTC and the accounts of the respective participants at
DTC will be debited and credited. Similarly, the respective participants will
make debits or credits, as the case may be, on their records on behalf of the
selling and purchasing securityholders.
Because DTC can only act on behalf of its participants, who in turn act on
behalf of indirect participants and some banks, the ability of a securityholder
to pledge securities
45
to persons or entities that do not participate in the DTC system, or otherwise
take actions in respect of the securities may be limited due to the lack of a
physical certificate for the securities.
DTC advises that it will take any action permitted to be taken by a
securityholder under the Agreements only at the direction of one or more of its
participants to whose account the securities are credited. Additionally, DTC
advises that it will take actions only at the direction of and on behalf of its
participants whose holdings include current principal amounts of outstanding
securities that satisfy the minimum percentage established in the Agreements.
DTC may take conflicting actions if directed by its participants.
Any securities initially registered in the name of Cede, as nominee of DTC,
will be issued in fully registered, certificated form to securityholders or
their nominees, rather than to DTC or its nominee only under the events
specified in the Agreements and described in the prospectus supplement. Upon the
occurrence of any of the events specified in this prospectus or in the
Agreements and the prospectus supplement, DTC will be required to notify its
participants of the availability through DTC of physical certificates. Upon
surrender by DTC of the securities and receipt of instruction for re-
registration, the trustee will issue the securities in the form of physical
certificates, and thereafter the trustee will recognize the holders of the
physical certificates as securityholders. Thereafter, payments of principal of
and interest on the securities will be made by the trustee directly to
securityholders in accordance with the procedures set forth in the Agreements.
The final distribution of any security whether physical certificates or
securities registered in the name of Cede, however, will be made only upon
presentation and surrender of the securities on the final payment date at the
office or agency specified in the notice of final payment to securityholders.
None of the depositor, the servicer, any finance subsidiary, or the trustee
will have any liability for any actions taken by DTC or its nominee or Cedel or
Euroclear, including, without limitation, actions for any aspect of the records
relating to or payments made on account of the securities held by Cede, as
nominee for DTC, or for maintaining, supervising or reviewing any records
relating to the securities.
CREDIT ENHANCEMENT
GENERAL
Credit enhancement may be provided with respect to one or more classes of a
series of securities or with respect to the related trust assets. Credit
enhancement may be in the form of:
- the subordination of one or more classes of the securities of such
series;
- a limited financial guaranty policy issued by an entity named in the
prospectus supplement;
- the establishment of one or more reserve accounts;
46
- the use of a cross-collateralization feature;
- use of a mortgage pool insurance policy;
- excess spread,
- over-collateralization;
- letter of credit;
- guaranteed investment contract;
- primary mortgage insurance,
- other pledged assets,
- corporate guarantees,
- surety bond;
- special hazard insurance policy;
- bankruptcy bond;
- FHA insurance or VA guarantee;
- another method of credit enhancement contemplated in this prospectus and
described in the prospectus supplement; and
- any combination of the foregoing.
Unless otherwise specified in the prospectus supplement, credit enhancement
will not provide protection against all risks of loss and will not guarantee
repayment of the entire principal balance of the securities and interest on the
securities. If losses occur which exceed the amount covered by credit
enhancement or which are not covered by the credit enhancement, securityholders
will bear their allocable share of any deficiencies.
If specified in the prospectus supplement, the coverage provided by one or
more of the forms of credit enhancement described in this prospectus may apply
concurrently to two or more separate trusts. If applicable, the prospectus
supplement will identify the trusts to which such credit enhancement relates and
the manner of determining the amount of coverage provided to those trusts by the
credit enhancement and of the application of that coverage to the related
trusts.
SUBORDINATION
If specified in the prospectus supplement, protection afforded to holders
of one or more classes of securities of a series may be made by means of a
subordination feature. This protection may be accomplished by providing a
preferential right to holders of senior securities in a series to receive
distributions in respect of scheduled principal, principal prepayments, interest
or any combination thereof that otherwise would have been payable to holders of
subordinate securities in that series, under the circumstances and to the extent
specified in the prospectus supplement. Subordination protection may also be
afforded to the holders of senior securities by reducing the ownership interest
(if
47
applicable) of the related subordinate securities, which protection may or may
not be in conjunction with the protection described in the immediately preceding
sentence. Finally, protection may be afforded to the holders of senior
securities by application of a subordination feature in another manner as
described in the prospectus supplement.
If a subordination feature is present with respect to a given series,
delays in receipt of scheduled payments on the loans and losses on defaulted
loans may be borne first by the various classes of subordinate securities and
only thereafter by the various classes of senior securities, in each case under
the circumstances and subject to the limitations specified in the prospectus
supplement. The aggregate distributions in respect of delinquent payments on the
loans over the lives of the securities or at any time, the aggregate losses in
respect of defaulted loans which must be borne by the subordinate securities by
virtue of subordination and the amount of the distributions otherwise
distributable to the subordinate securityholders that will be distributable to
senior securityholders on any payment date all may be limited as specified in
the prospectus supplement. If aggregate distributions in respect of delinquent
payments on the loans or aggregate losses in respect of the related loans were
to exceed the amount specified in the prospectus supplement, then holders of
senior securities would experience losses.
As specified in the prospectus supplement, all or any portion of
distributions otherwise payable to holders of subordinate securities on any
payment date may instead be deposited into one or more reserve accounts
established with the trustee or distributed to holders of senior securities. The
prospectus supplement will describe whether deposits are made into a reserve
account on each payment date, only during specified periods, only until the
balance in the related reserve account has reached a specified amount, only to
replenish amounts in the related reserve account following payments from the
reserve account to holders of senior securities or otherwise. Amounts on deposit
in a reserve account may be released to the holders of certain classes of
securities at the times and under the circumstances specified in the prospectus
supplement.
If specified in the prospectus supplement, various classes of senior
securities and subordinate securities may themselves be subordinate in their
right to receive certain distributions to other classes of senior and
subordinate securities, respectively, through a cross-collateralization
mechanism or otherwise. As between classes of senior securities and as between
classes of subordinate securities, distributions may be allocated among the
classes:
- in the order of their scheduled final payment dates;
- in accordance with a schedule or formula;
- in relation to the occurrence of events; or
- otherwise, as specified in the prospectus supplement.
As between classes of subordinate securities, payments to holders of senior
securities on account of delinquencies or losses and payments to any reserve
account will be allocated as specified in the prospectus supplement.
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INSURANCE POLICIES, SURETY BONDS AND GUARANTIES
If provided in the prospectus supplement, deficiencies in amounts otherwise
payable on the securities or certain classes of securities will be covered by
insurance policies and/or surety bonds provided by one or more insurance
companies or sureties. These instruments may cover, with respect to one or more
classes of securities, timely distributions of interest and/or full
distributions of principal on the basis of a schedule of principal distributions
set forth in or determined in the manner specified in the prospectus supplement.
In addition, if specified in the prospectus supplement, a trust may also include
a bankruptcy bond, a special hazard insurance policy, a demand note or other
insurance or guaranties for the purpose of:
- maintaining timely payments or providing additional protection against
losses on the assets included in such trust;
- paying administrative expenses; or
- establishing a minimum reinvestment rate on the payments made in respect
of those assets or principal payment rate on those assets.
These arrangements may include agreements under which securityholders are
entitled to receive amounts deposited in various accounts held by the trustee
upon the terms specified in the prospectus supplement. A copy of any of these
types of instruments for a series will be filed with the SEC as an exhibit to a
Current Report on Form 8-K to be filed with the Commission within 15 days of
issuance of the securities.
CROSS SUPPORT
If specified in the prospectus supplement, separate groups of assets
included in a trust may be evidenced by or secure only specified classes of the
related series of securities. If this is the case, credit support may be
provided by a cross support feature. This cross support feature would require
that cashflow received with respect to a particular group of assets first be
distributed as payments on the class of securities specifically related to those
assets, but after the necessary payments with respect to that class were made,
remaining cashflow from those assets would be available to make payments on one
or more other classes issued by the same trust. The prospectus supplement for a
series of securities which includes a cross support feature will describe the
manner and conditions for applying this cross support feature.
RESERVE ACCOUNTS
If specified in the prospectus supplement, credit support with respect to a
series of securities will be provided by the establishment and maintenance with
the related trustee, in trust, of one or more reserve accounts for the series.
The prospectus supplement will specify whether or not any reserve accounts so
established will be included in the trust for such series.
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Amounts deposited in the reserve account for a series will be specified in
the prospectus supplement and may include:
- cash, United States Treasury securities, instruments evidencing ownership
of principal or interest payments thereon, letters of credit, demand
notes, certificates of deposit or a combination of the foregoing in an
aggregate amount specified in the prospectus supplement; or
- amounts generated by the trust assets deposited from time to time to
which the subordinate securityholders, if any, would otherwise be
entitled.
Any amounts on deposit in the reserve account and the proceeds of any other
instrument deposited therein upon maturity will be held in cash or will be
invested in investments consisting of United States government securities and
other high-quality investments ("permitted investments"). Any instrument
deposited in a reserve account will name the trustee, in its capacity as trustee
for securityholders, or such other entity as is specified in the prospectus
supplement, as beneficiary and will be issued by an entity acceptable to each
rating agency that rates the securities. Additional information with respect to
instruments deposited in the reserve accounts will be set forth in the
prospectus supplement.
Any amounts on deposit in the reserve accounts and payments on instruments
deposited therein will be available for withdrawal from the reserve account for
distribution to the holders of securities of the related series for the
purposes, in the manner and at the times specified in the prospectus supplement.
POOL INSURANCE POLICIES
If specified in the prospectus supplement, a separate pool insurance policy
will be obtained for the pool and issued by the credit enhancer named in the
prospectus supplement. Each pool insurance policy will, subject to the
limitations described below, cover loss by reason of default in payment on loans
in the pool in an amount equal to a percentage specified in the prospectus
supplement of the aggregate principal balance of those loans on the cut-off
date. As more fully described below, the servicer will present claims under the
pool insurance policy to the credit enhancer on behalf of itself, the trustee
and the holders of the securities of the related series. The pool insurance
policies, however, are not blanket policies against loss, since claims
thereunder may only be made respecting particular defaulted loans and only upon
satisfaction of certain conditions precedent described below. The pool insurance
policies generally will not cover losses due to a failure to pay or denial of a
claim under a primary mortgage insurance policy.
The pool insurance policies generally will provide that no claims may be
validly presented unless:
- any required primary mortgage insurance policy is in effect for the
defaulted loan and a claim thereunder has been submitted and settled;
- hazard insurance on the related property has been kept in force and real
estate taxes and other protection and preservation expenses have been
paid;
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- if there has been physical loss or damage to the property, it has been
restored to its physical condition (reasonable wear and tear excepted) at
the time of issuance of the policy; and
- the insured has acquired good-and merchantable title to the property free
and clear of liens except certain permitted encumbrances.
Upon satisfaction of these conditions, the credit enhancer will have the
option either:
- to purchase the property securing the defaulted loan at a price equal to
the principal balance thereof plus accrued and unpaid interest at the
loan rate to the date of such purchase and certain expenses incurred by
the servicer on behalf of the trustee and securityholders, net of certain
amounts paid or assumed to have been paid under the related primary
mortgage insurance policy; or
- to pay the amount by which the sum of the principal balance of the
defaulted loan plus accrued and unpaid interest at the loan rate to the
date of payment of the claim and the aforementioned expenses exceeds the
proceeds received from an approved sale of the property, net of certain
amounts paid or assumed to have been paid under the related primary
mortgage insurance policy.
If any property securing a defaulted loan is damaged and proceeds, if any,
from the related hazard insurance policy or the applicable special hazard
insurance policy are insufficient to restore the damaged property to a condition
sufficient to permit recovery under the pool insurance policy, the servicer will
not be required to expend its own funds to restore the damaged property unless
it determines that (a) such a restoration will increase the proceeds to
securityholders on liquidation of the loan after reimbursement of the servicer
for its expenses and (b) those expenses it incurs will be recoverable by it
through proceeds of the sale of the property or proceeds of the related pool
insurance policy or any related primary mortgage insurance policy.
Like many primary insurance policies, the pool insurance policies may not
insure against loss sustained by reason of default arising from, among other
things:
- fraud or negligence in the origination or servicing of a loan, including
misrepresentation by the borrower, the originator or persons involved in
the origination of the loan;
- failure to construct a property in accordance with plans and
specifications or
- losses arising from special hazards, such as earthquakes, floods,
mudslides or vandalism.
A failure of coverage attributable to one of these events might result in a
breach of the related seller's representations regarding the loan and might give
rise to an obligation on the part of the seller to repurchase the defaulted loan
if it is unable to cure the breach. Many primary mortgage policies do not cover,
and no pool insurance policy will cover, a claim in respect of a defaulted loan
if the servicer of the loan was not approved by the applicable insurer either at
the time of default or thereafter.
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The amount of coverage available under each pool insurance policy generally
will be reduced over the life of the related securities by the positive
difference, if any, between the aggregate dollar amount of claims paid under the
pool insurance policy minus the aggregate of the net amounts realized by the
credit enhancer upon disposition of the related foreclosed properties. The
amount of claims paid will include certain expenses incurred by the servicer as
well as accrued interest on delinquent loans to the date of payment of the claim
or another date set forth in the prospectus supplement. Accordingly, if
aggregate net claims paid under any pool insurance policy reach the original
policy limit, coverage under that pool insurance policy will be exhausted and
any further losses will be borne by the related securityholders.
OVER-COLLATERALIZATION
Over-collateralization exists when the principal balance of the loans
supporting a class or classes of securities exceeds the principal balance of the
class or classes of securities themselves. If provided for in the prospectus
supplement, a portion of the interest payment received on the loans during a due
period may be paid to the securityholders on the related payment date as an
additional distribution of principal on a certain class or classes of
securities. This payment of interest as principal would accelerate the rate of
payment of principal on the class or classes of securities relative to the
principal balance of the loans in the related trust and thereby create or
increase over-collateralization.
LETTER OF CREDIT
The letter of credit, if any, with respect to a series of securities will
be issued by the bank or financial institution specified in the prospectus
supplement. Under the letter of credit, the issuing bank will be obligated to
honor drawings thereunder in an aggregate fixed dollar amount, net of
unreimbursed payments thereunder, equal to the percentage specified in the
prospectus supplement of the aggregate principal balance of the loans on the
related cut-off date or of one or more classes of securities. If specified in
the prospectus supplement, the letter of credit may permit drawings in the event
of losses not covered by insurance policies or other credit support, such as
losses arising from damage not covered by standard hazard insurance policies,
losses resulting from the bankruptcy of a borrower and the application of
certain provisions of the federal Bankruptcy Code, or losses resulting from
denial of insurance coverage due to misrepresentations in connection with the
origination of a loan. The amount available under the letter of credit will, in
all cases, be reduced to the extent of the unreimbursed payments thereunder. The
obligations of the issuing Bank under the letter of credit for each series of
securities will expire at the earlier of the date specified in the prospectus
supplement or the termination of the trust. A copy of the letter of credit for a
series, if any, will be filed with the SEC as an exhibit to a Current Report on
Form 8-K to be filed within 15 days of issuance of the securities of the related
series.
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OTHER INSURANCE, GUARANTIES, LETTERS OF CREDIT AND SIMILAR INSTRUMENTS OR
AGREEMENTS
If specified in the prospectus supplement, a trust may also include
insurance, guaranties, letters of credit or similar arrangements for the purpose
of:
- maintaining timely payments or providing additional protection against
losses on the assets included in the trust;
- paying administrative expenses; or
- establishing a minimum reinvestment rate on the payments made in respect
of those assets or principal payment rate on those assets.
These arrangements may include agreements under which securityholders are
entitled to receive amounts deposited in various accounts held by the trustee
upon the terms specified in the prospectus supplement.
YIELD AND PREPAYMENT CONSIDERATIONS
The yields to maturity and weighted average lives of the securities will be
affected primarily by the amount and timing of principal payments received on or
in respect of the trust assets. The original terms to maturity of the loans in a
given pool will vary depending upon the type of loans included therein. Each
prospectus supplement will contain information with respect to the type and
maturities of the loans in the related pool. The prospectus supplement will
specify the circumstances, if any, under which the related loans will be subject
to prepayment penalties. The prepayment experience on the loans in a pool will
affect the weighted average life of the securities.
The rate of prepayments with respect to conventional mortgage loans has
fluctuated significantly in recent years. In general, if prevailing rates fall
significantly below the loan rates borne by the loans, such loans are more
likely to be subject to higher prepayment rates than if prevailing interest
rates remain at or above such loan rates. Conversely, if prevailing interest
rates rise appreciably above the loan rates borne by the loans, such loans are
more likely to experience a lower prepayment rate than if prevailing rates
remain at or below such loan rates. However, there can be no assurance that such
will be the case.
The rate of prepayment on the loans cannot be predicted. Home equity loans
have been originated in significant volume only during the past few years and
the depositor is not aware of any publicly available studies or statistics on
the rate of prepayment of such loans. Generally, home equity loans are not
viewed by borrowers as permanent financing. Accordingly, such loans may
experience a higher rate of prepayment than traditional first mortgage loans. On
the other hand, because home equity loans such as the revolving credit line
loans generally are not fully amortizing, the absence of voluntary borrower
prepayments could cause rates of principal payments lower than, or similar to,
those of
53
traditional fully-amortizing first mortgage loans. The prepayment experience of
the trust may be affected by a wide variety of factors, including:
- general economic conditions;
- prevailing interest rate levels;
- availability of alternative financing;
- homeowner mobility;
- for junior liens, the amounts of, and interest rates on, the underlying
senior mortgage loans; and
- the use of first mortgage loans as long-term financing for home purchase
and subordinate mortgage loans as shorter-term financing for a variety of
purposes, including home improvement, education expenses and purchases of
consumer durables such as automobiles.
In addition, any future limitations on the right of borrowers to deduct
interest payments on home equity loans for federal income tax purposes may
further increase the rate of prepayments of the loans.
The yield to an investor who purchases securities in the secondary market
at a price other than par will vary from the anticipated yield if the rate of
prepayment on the loans is actually different than the rate anticipated by the
investor at the time the securities were purchased.
Collections on home equity loans may vary because, among other things,
borrowers may:
- make payments during any month as low as the minimum monthly payment for
that month or, during the interest-only period for certain revolving
credit line loans and, in more limited circumstances, closed-end loans,
with respect to which an interest-only payment option has been selected,
the interest and the fees and charges for such month;
- make payments as high as the entire outstanding principal balance plus
accrued interest and the fees and charges thereon;
- fail to make the required periodic payments; or
- vary payments month to month due to seasonal purchasing and other
personal payment habits.
When a full prepayment is made on a loan, the borrower is charged interest
on the principal amount of the prepaid loan not for the entire month in which
the prepayment is made, but only for the number of days in the month actually
elapsed up to the date of the prepayment. The effect of prepayments in full will
be to reduce the amount of interest passed through or paid in the following
month to securityholders because interest on the principal amount of any prepaid
loan will generally be paid only to the date of prepayment. Partial prepayments
in a given month may be applied to the outstanding principal balances of the
prepaid loans on the first day of the month of receipt or the
54
month following receipt. In the latter case, partial prepayments will not reduce
the amount of interest passed through or paid in the month in which the partial
prepayment was made. Generally, neither full nor partial prepayments will be
passed through or paid to securityholders until the month following receipt.
Even assuming that the properties provide adequate security for the loans,
substantial delays could be encountered in connection with the liquidation of
defaulted loans, which would give rise to corresponding delays in the receipt by
securityholders of the proceeds of a liquidation. An action to foreclose on a
property securing a loan is regulated by state statutes and rules and is subject
to many of the delays and expenses of other lawsuits if defenses or
counterclaims are interposed, sometimes requiring several years to complete.
Furthermore, in some states an action to obtain a deficiency judgment is not
permitted following a nonjudicial sale of a property. In the event of a default
by a borrower, these restrictions among other things, may impede the ability of
the servicer to foreclose on or sell the property or to obtain liquidation
proceeds sufficient to repay all amounts due on the related loan. In addition,
the servicer will be entitled to deduct from related liquidation proceeds all
expenses reasonably incurred in attempting to recover amounts due and not yet
repaid on defaulted loans, including payments to senior lienholders, legal fees
and costs of legal action, real estate taxes and maintenance and preservation
expenses.
Liquidation expenses with respect to defaulted mortgage loans generally do
not vary directly with the outstanding principal balance of the mortgage loan
being liquidated. Therefore, assuming that a servicer took the same steps in
realizing upon a defaulted mortgage loan having a small outstanding principal
balance as it would in the case of a defaulted mortgage loan having a large
outstanding principal balance, the amount realized after expenses of liquidation
would be smaller as a percentage of the outstanding principal balance for the
former mortgage loan as opposed to the latter.
If the rate at which interest is passed through or paid to the holders of
securities of a series is calculated on a loan-by-loan basis, disproportionate
principal prepayments among loans with different loan rates will affect the
yield on such securities. In most cases, the effective yield to securityholders
will be lower than the yield otherwise produced by the applicable pass-through
rate or interest rate and purchase price, because while interest will accrue on
each loan from the first day of the month (unless otherwise specified in the
prospectus supplement), the distribution of such interest will not be made
earlier than the month following the month of accrual.
Under certain circumstances, the servicer, the depositor, the holders of
the residual interests in a REMIC or any person specified in the prospectus
supplement may be obligated to or may have the option to purchase either the
assets of a trust or some or all of the securities and thereby effect earlier
retirement or redemption of the related series of securities.
The relative contribution of the various factors affecting prepayment may
vary from time to time. There can be no assurance as to the rate of payment of
principal of the trust assets at any time or over the lives of the securities.
55
The prospectus supplement will discuss in greater detail the effect of the
rate and timing of principal payments (including prepayments), delinquencies and
losses on the yield, weighted average lives and maturities of the securities.
THE AGREEMENTS
Set forth below is a description of the material provisions of the
Agreements which are not described elsewhere in this prospectus. The description
is subject to, and qualified in its entirety by reference to, the provisions of
each Agreement. Where particular provisions or terms used in the Agreements are
referred to, such provisions or terms are as specified in the Agreements. As
specified in the related prospectus supplement, certain of the rights of
securityholders described below may be exercised by the credit enhancer for the
related series of securities without the consent of the securityholders and
certain rights of securityholders may not be exercised without the written
consent of the credit enhancer.
ASSIGNMENT OF THE TRUST ASSETS
ASSIGNMENT OF THE LOANS. At the time of issuance of the securities, the
depositor will cause the loans to be assigned or pledged to the trustee for the
benefit of the securityholders, without recourse, together with all principal
and interest received by or on behalf of the depositor on or with respect to
such loans after the cut-off date, other than principal and interest due on or
before the cut-off date and other than any amounts specified in the prospectus
supplement. Concurrently with this sale, the trustee will deliver the securities
to the depositor in exchange for the loans. Each loan will be identified in a
schedule appearing as an exhibit to the related Agreement. Such schedule will
include information as to the outstanding principal balance of each loan after
application of payments due on or before the cut-off date, as well as
information regarding the loan rate or annual percentage rate, the maturity of
the loan, the loan-to-value ratios, combined loan-to-value ratios or effective
loan-to-value ratios, as applicable, at origination and certain other
information.
Unless otherwise specified in the prospectus supplement, the related
Agreement will require that, within the time period specified therein, the
depositor will also deliver or cause to be delivered to the trustee or, if so
indicated in the prospectus supplement, a separate custodian appointed by the
trustee pursuant to a custodial agreement, as to each mortgage loan or home
equity loan, among other things:
- the mortgage note or credit line agreement endorsed without recourse in
blank or to the order of the trustee;
- the mortgage, deed of trust or similar instrument with evidence of
recording indicated thereon, except that in the case of any mortgage not
returned form the public recording office, the depositor will deliver or
cause to be delivered a copy of such mortgage together with a certificate
that the original of the mortgage was delivered to such recording office;
56
- an assignment of the mortgage to the trustee, which assignment will be in
recordable form in the case of a mortgage assignment; and
- all other security documents, including those relating to any senior
interests in the property, that are specified in the prospectus
supplement or the related Agreement.
If specified in the prospectus supplement, the depositor will promptly
cause the assignments of the loans to be recorded in the appropriate public
office for real property records. If specified in the prospectus supplement,
some or all of the loan documents may not be delivered to the trustee until
after the occurrence of certain events specified in the prospectus supplement.
In lieu of delivering the mortgage or deed of trust and an assignment of
the mortgage to the trustee, for any loans registered on the MERS(R) System the
depositor will cause the trustee to be recorded as the beneficial owner of the
loans pursuant to the MERS rules for electronically tracking changes in
ownership rights.
The trustee or the appointed custodian will review the loan documents
within the time period specified in the prospectus supplement after receipt
thereof to ascertain that all required documents have been properly executed and
received, and the trustee will hold the loan documents in trust for the benefit
of the related securityholders. Unless otherwise specified in the prospectus
supplement, if any loan document is found to be missing or defective in any
material respect, the trustee or the custodian, as appropriate, will notify the
servicer and the depositor, and the servicer will notify the related seller. If
the related seller cannot cure the omission or defect within the time period
specified in the prospectus supplement after receipt of notice from the
servicer, the seller will be obligated to either purchase the related loan from
the trust at the purchase price or, if so specified in the prospectus
supplement, remove such loan from the trust and substitute in its place one or
more other loans that meets certain requirements as set forth in the prospectus
supplement. There can be no assurance that a seller will fulfill this purchase
or substitution obligation. Unless otherwise specified in the prospectus
supplement, this obligation to cure, purchase or substitute constitutes the sole
remedy available to the securityholders or the trustee for omission of, or a
material defect in, a loan document.
Notwithstanding the foregoing provisions, with respect to a trust for which
a REMIC election is to be made, no purchase or substitution of a loan will be
made if the purchase or substitution would result in a prohibited transaction
tax under the Code.
NO RECOURSE TO SELLERS; DEPOSITOR OR SERVICER. As described above under
"-- Assignment of the Loans," the depositor will cause the loans comprising the
trust to be assigned or pledged to the trustee, without recourse. However, each
seller will be obligated to repurchase or substitute for any loan as to which
certain representations and warranties are breached or for failure to deliver
certain documents relating to the loans as described in this prospectus under
"Assignment of the Loans" and "Loan Program -- Representations by Sellers;
Repurchases." These obligations to purchase or substitute constitute the sole
remedy available to the securityholders or the trustee for a breach of any such
representation or warranty or failure to deliver a constituent document.
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PAYMENTS ON LOANS; DEPOSITS TO COLLECTION ACCOUNT
The servicer will establish and maintain or cause to be established and
maintained with respect to the each trust a separate account or accounts for the
collection of payments on the trust assets in the trust (the "collection
account"). The prospectus supplement may provide for other requirements for the
collection account, but if it does not, then the collection account must be
either:
- maintained with a depository institution the short-term debt obligations
of which (or, in the case of a depository institution that is the
principal subsidiary of a holding company, the short-term debt
obligations of such holding company) are rated in one of the two highest
short-term rating categories by the rating agency that rated one or more
classes of the related series of securities;
- an account or accounts the deposits in which are fully insured by the
FDIC;
- an account or accounts the deposits in which are insured by the FDIC to
the limits established by the FDIC and the uninsured deposits in which
are otherwise secured such that, as evidenced by an opinion of counsel,
securityholders have a claim with respect to the funds in such account or
accounts, or a perfected first-priority security interest against any
collateral securing those funds, that is superior to the claims of any
other depositors or general creditors of the depository institution with
which such account or accounts are maintained; or
- an account or accounts otherwise acceptable to the rating agency.
The collateral eligible to secure amounts in the collection account is
limited to permitted investments. A collection account may be maintained as an
interest bearing account or the funds held therein may be invested pending each
succeeding payment date in Permitted Investments. The servicer, the trustee or
any other entity described in the prospectus supplement may be entitled to
receive interest or other income earned on funds in the collection account as
additional compensation and will be obligated to deposit in the collection
account the amount of any loss when realized. The collection account may be
maintained with the servicer or with a depository institution that is an
affiliate of the servicer, provided it meets the standards set forth above.
The servicer or trustee will deposit or cause to be deposited in the
collection account for each trust, to the extent applicable and unless otherwise
specified in the prospectus supplement and provided in the related Agreement,
the following payments and collections received or advances made by or on behalf
of it subsequent to the cut-off date (other than certain payments due on or
before the cut-off date and any excluded amounts):
- all payments on account of principal and interest (which may be net of
the applicable servicing compensation), including principal prepayments
and, if specified in the prospectus supplement, any applicable prepayment
penalties, on the loans;
- all net insurance proceeds, less any incurred and unreimbursed advances
made by the servicer, of the hazard insurance policies and any primary
mortgage insurance policies, to the extent such proceeds are not applied
to the restoration of the
58
property or released to the mortgagor in accordance with the servicer's normal
servicing procedures;
- all proceeds received in connection with the liquidation of defaulted
loans, less any expenses of liquidation and any unreimbursed advances
made by the servicer with respect to the liquidated loans;
- any net proceeds received on a monthly basis with respect to any
properties acquired on behalf of the securityholders by foreclosure or
deed in lieu of foreclosure;
- all advances as described in this prospectus under "Description of the
Securities -- Advances";
- all proceeds of any loan or property in respect thereof repurchased by
any seller as described under "Loan Program -- Representations by
Sellers; Repurchases" or "-- Assignment of Trust Assets" above and all
proceeds of any loan repurchased as described under "-- Termination;
Optional Termination" below;
- all payments required to be deposited in the collection account with
respect to any deductible clause in any blanket insurance policy
described under "-- Hazard Insurance" below;
- any amount required to be deposited by the servicer in connection with
losses realized on investments for the benefit of the servicer of funds
held in the collection account and, to the extent specified in the
prospectus supplement, any payments required to be made by the servicer
in connection with prepayment interest shortfalls; and
- all other amounts required to be deposited in the collection account
pursuant to the related agreement.
The servicer or the depositor, as applicable, may from time to time direct
the institution that maintains the collection account to withdraw funds from the
collection account for the following purposes:
- to transfer funds for the trustee for distribution of payments due on the
securities and other purposes set forth in the prospectus supplement;
- to pay to the servicer the purchase price of any additional balances
transferred to the trustee resulting from draws under revolving lines of
credit as set forth in the prospectus supplement;
- to pay to the servicer the servicing fees described in the prospectus
supplement and, as additional servicing compensation, earnings on or
investment income with respect to funds in the collection account
credited thereto;
- to reimburse the servicer for advances made with respect to a loan, but
only from amounts received that represent late payments of principal on,
late payments of interest on, insurance proceeds received with respect to
or liquidation proceeds received with respect to the same loan;
- to reimburse the servicer for any advances previously made which the
servicer has determined to be nonrecoverable;
59
- to reimburse the servicer from insurance proceeds for expenses incurred
by the servicer and covered by insurance policies;
- to reimburse the servicer for unpaid servicing fees and unreimbursed
out-of-pocket costs and expenses incurred by the servicer in the
performance of its servicing obligations, such right of reimbursement
being limited to amounts received representing late recoveries of the
payments for which the original advances were made;
- to pay to the servicer, with respect to each loan or property acquired in
respect thereof that has been purchased by the servicer pursuant to the
Agreement, all amounts received thereon and not taken into account in
determining the principal balance of that repurchased loan,
- to reimburse the servicer or the depositor for expenses incurred and
reimbursable pursuant to the Agreement;
- to pay or reimburse the trustee or any other party as provided in the
prospectus supplement;
- to withdraw any amount deposited in the collection account that was not
required to be deposited therein; and
- to clear and terminate the collection account upon termination of the
Agreement.
In addition, unless otherwise specified in the prospectus supplement, on or
prior to the business day immediately preceding each payment date, the servicer
shall withdraw from the collection account the amount of available funds, to the
extent on deposit, for deposit in an account maintained by the trustee.
The applicable Agreement may require the servicer to establish and maintain
one or more escrow accounts into which mortgagors deposit amounts sufficient to
pay taxes, assessments, hazard insurance premiums or comparable items.
Withdrawals from the escrow accounts maintained for mortgagors may be made to
effect timely payment of taxes, assessments and hazard insurance premiums or
comparable items, to reimburse the servicer out of related assessments for
maintaining hazard insurance, to refund to mortgagors amounts determined to be
overages, to remit to mortgagors, if required, interest earned, if any, on
balances in any of the escrow accounts, to repair or otherwise protect the
property and to clear and terminate any of the escrow accounts. The servicer
will be solely responsible for administration of the escrow accounts and will be
expected to make advances to such accounts when a deficiency exists therein.
PRE-FUNDING ACCOUNT
If provided in the prospectus supplement, the servicer will establish and
maintain, in the name of the trustee on behalf of the securityholders, a
pre-funding account into which the depositor will deposit cash or other assets
on the closing date. The pre-funding account will be maintained with the
trustee. The deposit will not exceed 50% of the initial aggregate principal
amount of the securities.
The cash on deposit in the pre-funding account will be used by the trustee
to purchase additional loans for the trust from the depositor from time to time
during the funding period. Monies on deposit in the prefunding account will not
be available to
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cover losses on or in respect of the loans. The funding period for a trust will
begin on the closing date and will end on the date specified in the prospectus
supplement, which will not be later than one year after the closing date. Monies
on deposit in the pre-funding account may be invested in permitted investments
as specified in the related Agreement. Earnings on investment of funds in the
pre-funding account will be applied as specified in the prospectus supplement
and losses will be charged against the funds on deposit in the pre-funding
account. Any amounts remaining the pre-funding account at the end of the funding
period will be distributed to securityholders as a prepayment of principal, in
the manner and priority specified in the prospectus supplement.
In addition, if provided in the prospectus supplement, on the related
closing date the depositor will make a deposit to a capitalized interest
account, which will be maintained by the trustee. The funds on deposit in the
capitalized interest account will be used solely to cover shortfalls in interest
that may arise as a result of utilization of the pre-funding account. Monies on
deposit in the capitalized interest account will not be available to cover
losses on or in respect of the loans. To the extent that the entire amount on
deposit in the capitalized interest account has not been used to cover
shortfalls in interest by the end of the funding period, any remaining amounts
will be paid to the depositor.
SUBSERVICING BY SELLERS
The servicer may enter into subservicing agreements with any servicing
entity which will act as the subservicer for the loans, which subservicing
agreements will not contain any terms inconsistent with the related Agreement.
While each subservicing agreement will be a contract solely between the servicer
and the subservicer, the Agreement pursuant to which a series of securities is
issued will provide that, if for any reason the servicer for that series of
securities is no longer the servicer of the loans, the trustee or any successor
servicer must recognize the subservicer's rights and obligations under the
related subservicing agreement. Notwithstanding any subservicing arrangement,
unless otherwise provided in the prospectus supplement, the servicer will remain
liable for its servicing duties and obligations under the servicing agreement as
if the servicer alone were servicing the loans.
COLLECTION PROCEDURES
The servicer, directly or through one or more subservicers, will make
reasonable efforts to collect all payments called for under the loans and will,
consistent with each Agreement and any pool insurance policy, primary mortgage
insurance policy, FHA insurance, VA guaranty, bankruptcy bond or alternative
arrangements, follow those collection procedures that are customary with respect
to loans that are comparable to the loans. Consistent with the above, the
servicer may, in its discretion:
- waive any prepayment charge, assumption fee, late payment or other charge
in connection with a loan; and
- to the extent not inconsistent with the rules applicable to REMIC, and
with the coverage of an individual loan by a pool insurance policy,
primary mortgage insurance policy, FHA insurance, VA guaranty, bankruptcy
bond or alternative arrangements, if applicable, suspend or reduce
regular monthly payment on the
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loan for a period of up to six months, or arrange with the related
borrower a schedule for the liquidation of delinquencies.
The servicer's obligation, if any, to make or cause to be made advances on a
loan will remain during any period of this type of arrangement.
Under the Agreement, the servicer will be required to enforce due-on-sale
clauses with respect to any loans to the extent contemplated by the terms of
those loans and permitted by applicable law. Where an assumption of, or
substitution of liability with respect to, a loan is required by law, upon
receipt of assurance that the primary mortgage insurance policy covering such
loan will not be affected, the servicer may permit the assumption of a loan,
pursuant to which the original borrower would remain liable on the related loan
note, or a substitution of liability with respect to the loan, pursuant to which
the new borrower would be substituted for the original borrower as being liable
on the loan note. Any fees collected for entering into an assumption or
substitution of liability agreement may be retained by the servicer as
additional servicing compensation. In connection with any assumption or
substitution, generally neither the loan rate borne by the related loan note nor
its payment terms may be changed.
HAZARD INSURANCE
Except as otherwise specified in the prospectus supplement, the servicer
will require the mortgagor or obligor on each loan to maintain a hazard
insurance policy providing coverage against loss by fire and other hazards which
are covered under the standard extended coverage endorsement customary for the
type of property in the state in which such property is located. This hazard
insurance coverage will be in an amount that is at least equal to the lesser of:
- the maximum insurable value of the improvements securing the loan from
time to time; and
- either the combined principal balance owing on the loan and any mortgage
loan senior to such loan or an amount such that the proceeds of the
policy shall be sufficient to prevent the mortgagor or obligor and/or the
lender from becoming a co-insurer, whichever is greater.
All amounts collected by the servicer under any hazard policy (except for
amounts to be applied to the restoration or repair of the property or released
to the mortgagor or obligor in accordance with the servicer's normal servicing
procedures) will be deposited in the related collection account. In the event
that the servicer maintains a blanket policy insuring against hazard losses on
all the loans comprising part of a trust, it will conclusively be deemed to have
satisfied its obligation relating to the maintenance of hazard insurance. If the
blanket policy relating to a trust contains a deductible clause, the servicer
will be required to deposit from its own funds into the collection account an
amount equal to the amount which would have been deposited therein but for the
deductible clause.
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In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements securing a loan by fire,
lightning, explosion, smoke, windstorm and hail, riot, strike and civil
commotion, subject to the conditions and exclusions listed in each policy.
Although the policies relating to the loans may have been underwritten by
different insurers under different state laws in accordance with different
applicable forms and therefore may not contain identical terms and conditions,
the basic terms of these types of policies are dictated by respective state
laws, and most hazard policies typically do not cover (among other things) any
physical damage resulting from the following:
- war;
- revolution;
- governmental actions;
- floods and other water-related causes;
- earth movement, including earthquakes, landslides and mud flows;
- nuclear reactions;
- wet or dry rot;
- vermin, rodents, insects or domestic animals; or
- 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.
If, however, any mortgaged property at the time of origination of the
related loan is located in an area identified by the Flood Emergency Management
Agency as having special flood hazards and flood insurance has been made
available, the servicer will cause to be maintained with a generally acceptable
insurance carrier a flood insurance policy in accordance with mortgage servicing
industry practice. Any flood insurance policy so maintained will provide
coverage in an amount at least equal to the lesser of the principal balance of
the loan and the minimum amount required under the terms of coverage to
compensate for any damage or loss on a replacement cost basis. The amount of
coverage provided will not be greater than the maximum amount of flood insurance
available for the related mortgaged property under either the regular or
emergency programs of the National Flood Insurance Program.
The hazard insurance policies covering properties securing the loans
typically contain a clause which in effect requires the insured at all times to
carry insurance of a specified percentage (generally 80% to 90%) of the full
replacement value of the insured property in order to recover the full amount of
any partial loss. If the insured's coverage falls below this specified
percentage, then the insurer's liability in the event of partial loss will not
exceed the larger of (a) the replacement costs of the improvements less physical
depreciation and (b) such proportion of the loss as the amount of insurance
carried bears to the specified percentage of the full replacement cost of the
improvements. Since the amount of hazard insurance the servicer may cause to be
maintained on the
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improvements securing a loan declines as the principal balances owing on the
loan itself decrease, and since improved real estate generally has appreciated
in value over time in the past, the effect of this requirement in the event of
partial loss may be that hazard insurance proceeds will be insufficient to
restore fully the damaged property.
PRIMARY MORTGAGE INSURANCE
The servicer will maintain or cause to be maintained, as the case may be
and as permitted by law, in full force and effect, to the extent specified in
the prospectus supplement, a primary mortgage insurance policy with regard to
each loan for which that coverage is required. Unless required by law, the
servicer will not cancel or refuse to renew any primary mortgage insurance
policy in effect at the time of the initial issuance of a series of securities
that is required to be kept in force under the applicable Agreement unless the
replacement primary mortgage insurance policy for the cancelled or nonrenewed
policy is maintained with an insurer whose claims-paying ability is sufficient
to maintain the current rating of the classes of securities of that series that
have been rated.
Although the terms and conditions of primary mortgage insurance vary, the
amount of a claim for benefits under a primary mortgage insurance policy
covering a mortgage loan will consist of the insured percentage of the unpaid
principal amount of the covered loan and accrued and unpaid interest on the loan
and reimbursement of certain expenses, less:
- all rents or other payments collected or received by the insured (other
than the proceeds of hazard insurance) that are derived from or in any
way related to the property;
- hazard insurance proceeds in excess of the amount required to restore the
property and which have not been applied to the payment of the loan;
- amounts expended but not approved by the insurer of the related primary
mortgage insurance policy;
- claim payments previously made by the insurer; and
- unpaid premiums.
Primary mortgage insurance policies reimburse certain losses sustained by
reason of default in payments by borrowers. Primary mortgage insurance policies
will not insure against, and exclude from coverage, losses sustained by reason
of a default arising from or involving certain matters, including:
- fraud or negligence in origination or servicing of the loans, including
misrepresentation by the originator, mortgagor (or obligor) or other
persons involved in the origination of the loan;
- failure to construct the property subject to the loan in accordance with
specified plans;
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- physical damage to the property; and
- the related subservicer not being approved as a servicer by the insurer.
Evidence of each primary mortgage insurance policy will be provided to the
trustee simultaneously with the transfer to the trustee of the loan. The
servicer, on behalf of itself, the trustee and the securityholders, is required
to present claims to the insurer under any primary mortgage insurance policy and
to take reasonable steps that are necessary to permit recovery thereunder with
respect to defaulted loans. Amounts collected by the servicer on behalf of the
servicer, the trustee and the securityholders shall be deposited in the related
collection account for distribution as set forth above.
CLAIMS UNDER INSURANCE POLICIES AND OTHER REALIZATION UPON DEFAULTED LOANS
The servicer or subservicers, on behalf of the trustee and securityholders,
will present claims to the insurer under any applicable insurance policies. If
the property securing a defaulted loan is damaged and proceeds, if any, from the
related hazard insurance policy are insufficient to restore the damaged
property, the servicer is not required to expend its own funds to restore the
damaged property unless it determines (a) that such restoration will increase
the proceeds to securityholders on liquidation of the loan after reimbursement
of the servicer for its expenses and (b) that the expenditure will be
recoverable by it from related insurance proceeds or liquidation proceeds.
If recovery on a defaulted loan under any insurance policy is not
available, or if the defaulted loan is not covered by an insurance policy, the
servicer will be obligated to follow or cause to be followed those normal
practices and procedures that it deems necessary or advisable to realize upon
the defaulted loan. If the net proceeds after reimbursable expenses of any
liquidation of the property securing the defaulted loan are less than the
principal balance of the loan plus interest accrued thereon that is payable to
securityholders, the trust will realize a loss in the amount of that difference
plus the aggregate of expenses incurred by the servicer in connection with the
liquidation proceedings and which are reimbursable under the Agreement.
The proceeds from any liquidation of a loan will be applied in the
following order of priority:
- first, to reimburse the servicer for any unreimbursed expenses incurred
by it to restore the related property and any unreimbursed servicing
compensation payable to the servicer with respect to the loan;
- second, to reimburse the servicer for any unreimbursed advances with
respect to the loan;
- third, to accrued and unpaid interest (to the extent no advance has been
made for that amount) on the loan; and
- fourth, as a recovery of principal of the loan.
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SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES
The servicer's primary compensation for its activities as servicer will
come from the payment to it, with respect to each interest payment on a loan, of
the amount specified in the prospectus supplement. As principal payments are
made on the loans, the portion of each monthly payment which represents interest
will decline, and thus servicing compensation to the servicer will decrease as
the loans amortize. Prepayments and liquidations of loans prior to maturity will
also cause servicing compensation to the servicer to decrease. Subservicers, if
any, will be entitled to a monthly servicing fee as described in the prospectus
supplement in compensation for their servicing duties. In addition, the servicer
or subservicer will retain all prepayment charges, assumption fees and late
payment charges, to the extent collected from borrowers, and any benefit that
may accrue as a result of the investment of funds in the applicable collection
account (unless otherwise specified in the prospectus supplement).
The servicer will pay or cause to be paid certain ongoing expenses
associated with each trust and incurred by it in connection with its
responsibilities under the related Agreement, including, without limitation, and
only if specified in the prospectus supplement, payment of any fee or other
amount payable in respect of any credit enhancement arrangements, the trustee,
any custodian appointed by the trustee, the certificate registrar and any paying
agent, and payment of expenses incurred in enforcing the obligations of
subservicers and sellers. The servicer will be entitled to reimbursement of
expenses incurred in enforcing the obligations of subservicers and sellers under
certain limited circumstances.
EVIDENCE AS TO COMPLIANCE
Each Agreement will provide that the servicer at its expense shall cause a
firm of independent public accountants to furnish a report annually to the
trustee. Each annual report will state that the firm has performed certain
procedures specified in the related Agreement and that the review has disclosed
no items of noncompliance with the provisions of the Agreement which, in the
opinion of the firm, are material, except for any items of noncompliance that
are forth in such report.
Each Agreement will also provide for delivery to the trustee, on or before
a specified date in each year, of an annual statement signed by an officer of
the servicer to the effect that the servicer has fulfilled its obligations under
the Agreement throughout the preceding year.
CERTAIN MATTERS REGARDING THE SERVICER AND THE DEPOSITOR
The servicer under each pooling and servicing agreement or servicing
agreement, as applicable, will be named in the prospectus supplement. The entity
serving as servicer may have normal business relationships with the depositor or
the depositor's affiliates.
Each Agreement will provide that the servicer may not resign from its
obligations and duties under the Agreement except upon (a) appointment of a
successor servicer and receipt by the trustee of a letter from the applicable
rating agency or rating agencies that the servicer's resignation and the
successor servicer's appointment will not result in
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a downgrade of the securities or (b) a determination that its performance of its
duties thereunder is no longer permissible under applicable law. The servicer
may, however, be removed from its obligations and duties as set forth in the
Agreement. No resignation by the servicer will become effective until the
trustee or a successor servicer has assumed the servicer's obligations and
duties under the Agreement.
Each Agreement generally will further provide that neither the servicer,
the depositor nor any director, officer, employee, or agent of the servicer or
the depositor (each, an "indemnified party") will be under any liability to the
related trust or securityholders for taking any action or for refraining from
taking any action in good faith pursuant to the Agreement, or for errors in
judgment; provided, however, that neither the servicer, the depositor nor any
such person will be protected against any liability which would otherwise be
imposed by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties thereunder or by reason of reckless disregard of
obligations and duties thereunder. Each Agreement generally will further provide
that each indemnified party will be entitled to indemnification by the related
trust and will be held harmless against any loss, liability or expense incurred
in connection with any legal action relating to the Agreement or the securities
for the related series, other than any loss, liability or expense related to any
specific loan or loans (except any loss, liability or expense otherwise
reimbursable pursuant to the Agreement) and any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or gross negligence in the
performance of that indemnified party's duties thereunder or by reason of
reckless disregard by that indemnified party of obligations and duties
thereunder. In addition, each Agreement generally will provide that neither the
servicer nor the depositor will be under any obligation to appear in, prosecute
or defend any legal action which is not incidental to its respective
responsibilities under the Agreement and which in its opinion may involve it in
any expense or liability. The servicer or the depositor may, however, in its
discretion undertake any action which it may deem necessary or desirable with
respect to the Agreement and the rights and duties of the parties thereto and
the interests of the securityholders thereunder. In that event, the legal
expenses and costs of the action and any liability resulting therefrom will be
expenses, costs and liabilities of the trust, and the servicer or the depositor,
as the case may be, will be entitled to be reimbursed for those costs and
liabilities out of funds which would otherwise be distributed to
securityholders.
Except as otherwise specified in the prospectus supplement, any person into
which the servicer may be merged or consolidated, or any person resulting from
any merger or consolidation to which the servicer is a party, or any person
succeeding to the business of the servicer, will be the successor of the
servicer under each Agreement, provided that that person is qualified to sell
mortgage loans to, and service mortgage loans on behalf of, Fannie Mae or
Freddie Mac. Furthermore, the merger, consolidation or succession may not
adversely affect the then current rating or ratings of the class or classes of
securities of the related series that have been rated.
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EVENTS OF DEFAULT; RIGHTS UPON EVENT OF DEFAULT
POOLING AND SERVICING AGREEMENT; SERVICING AGREEMENT. Events of default
under each Agreement will be specified in the prospectus supplement and may
include:
- any failure by the servicer to make an Advance which continues unremedied
for one business day;
- any failure by the servicer to make or cause to be made any other
required payment pursuant to the Agreement which continues unremedied for
one business day after written notice of such failure to the servicer in
the manner specified in the Agreement;
- any failure by the servicer duly to observe or perform in any material
respect any of its other covenants or agreements in the Agreement which
continues unremedied for sixty days after written notice of the failure
to the servicer in the manner specified in the Agreement; and
- certain events of insolvency, readjustment of debt, marshalling of assets
and liabilities or similar proceedings and certain actions by or on
behalf of the servicer indicating its insolvency, reorganization or
inability to pay its obligations.
Unless otherwise provided in the prospectus supplement, so long as an event
of default under an Agreement remains unremedied, the trustee may, and at the
direction of holders of securities evidencing not less than 25% of the aggregate
voting rights of such series and under such other circumstances as may be
specified in such Agreement, the trustee shall terminate all of the rights and
obligations of the servicer under the Agreement relating to such trust and in
and to the related trust assets, whereupon the trustee will succeed to all of
the responsibilities, duties and liabilities of the servicer under the
Agreement, including, if specified in the prospectus supplement, the obligation
to make advances, and will be entitled to similar compensation arrangements. In
the event that the trustee is unwilling or unable to act as successor to the
servicer, it may appoint, or petition a court of competent jurisdiction for the
appointment of, a housing and home finance institution which is a Fannie Mae or
Freddie Mac approved servicer with a net worth of a least $15,000,000 to act as
successor to the servicer under the Agreement. Pending the appointment of a
successor servicer, the trustee is obligated to act in such capacity. The
trustee and any such successor may agree upon the servicing compensation to be
paid, which in no event may be greater than the compensation payable to the
servicer under the Agreement.
Unless otherwise provided in the prospectus supplement, no securityholder,
solely by virtue of the securityholder's status as a securityholder, will have
any right under any Agreement to institute any proceeding with respect to that
Agreement, unless the securityholder previously has given to the trustee written
notice of default and unless the holders of securities evidencing not less than
25% of the aggregate voting rights for the related series have made written
request upon the trustee to institute such proceeding in its own name as trustee
thereunder and have offered to the trustee reasonable indemnity, the trustee for
60 days has neglected or refused to institute any such proceeding, and all other
conditions precedent for the initiation of suit as described in the Agreement
have
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been met. However, the trustee is under no obligation to exercise any of the
trusts or powers vested in it by the Agreement for any series or to make any
investigation of matters arising thereunder or to institute, conduct or defend
any litigation thereunder or in relation thereto at the request, order or
direction of any securityholders, unless those securityholders have offered and
provided to the trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby.
INDENTURE. Except as otherwise specified in the prospectus supplement,
events of default or rapid amortization events under the indenture for each
series of notes include:
- a default in the payment of any principal of or interest on any bond as
specified in the prospectus supplement;
- failure to perform in any material respect any other covenant of the
depositor or the trust in the indenture which continues for a period of
thirty (30) days after notice thereof is given in accordance with the
procedures described in the prospectus supplement;
- certain events of bankruptcy, insolvency, receivership or liquidation of
the depositor or the trust; or
- any other event of default provided with respect to bonds of that series
including, but not limited to, certain defaults on the part of the trust,
if any, of a credit enhancement instrument supporting such notes.
If an event of default with respect to the notes of any series at the time
outstanding occurs and is continuing, either the trustee or the holders of a
majority of the then aggregate outstanding amount of the bonds of that series or
the credit enhancer of that series, if any, may declare the principal amount
(or, if the bonds have an interest rate of 0%, that portion of the principal
amount as may be specified in the terms of that series, as provided in the
prospectus supplement) of all the bonds of that series to be due and payable
immediately. This declaration may, under certain circumstances, be rescinded and
annulled by the holders of more than 50% of the aggregate voting rights of the
bonds of the related series. Rapid amortization events will trigger an
accelerated rate of payment of principal on the bonds, as described in the
related prospectus supplement.
If, following an event of default with respect to any series of bonds, the
bonds of that series have been declared to be due and payable and the prospectus
supplement and applicable Agreement so provide, the trustee may, in its
discretion, notwithstanding the acceleration of the bonds, elect to maintain
possession of the collateral securing the bonds of that series and to continue
to apply distributions on the collateral as if there had been no declaration of
acceleration if the collateral continues to provide sufficient funds for the
payment of principal of and interest on the bonds of that series as they would
have become due if there had not been such a declaration. In addition, unless
otherwise specified in the prospectus supplement, the trustee may not sell or
otherwise liquidate the collateral securing the bonds of a series following an
event of default or a rapid amortization event, unless:
- the holders of 100% of the aggregate voting rights of the bonds of such
series consent to the sale;
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- the proceeds of the sale or liquidation are sufficient to pay in full the
principal of and accrued interest, due and unpaid, on the outstanding
bonds of the series at the date of the sale; or
- the trustee determines that the collateral would not be sufficient on an
ongoing basis to make all payments on the bonds as those payments would
have become due if the bonds had not been declared due and payable, and
the trustee obtains the consent of the holders of 66 2/3% of the
aggregate voting rights of the bonds of that series.
In the event that the trustee liquidates the collateral in connection with
an event of default or a rapid amortization event, the indenture provides that
the trustee will have a prior lien on the proceeds of that liquidation for
unpaid fees and expenses. As a result, upon the occurrence of an event of
default or rapid amortization event, the amount available for distribution to
the bondholders could be less than would otherwise be the case. However, the
trustee may not institute a proceeding for the enforcement of its lien except in
connection with a proceeding for the enforcement of the lien of the indenture
for the benefit of the bondholders after the occurrence of an event of default
or rapid amortization event.
Except as otherwise specified in the prospectus supplement, in the event
the principal of the bonds of a series is declared due and payable, as described
above, the holders of any of the bonds issued at a discount from par may be
entitled to receive no more than an amount equal to the unpaid principal amount
thereof less the amount of the discount which is unamortized.
Subject to the provisions of the indenture relating to the duties of the
trustee, in case an event of default or a rapid amortization event shall occur
and be continuing with respect to a series of bonds, the trustee shall be under
no obligation to exercise any of the rights or powers under the indenture at the
request or direction of any of the holders of bonds of the series, unless those
holders offer to the trustee security or indemnity satisfactory to it against
the costs, expenses and liabilities which might be incurred by it in complying
with their request or direction. Subject to these provisions for indemnification
and certain limitations contained in the indenture, the holders of a majority of
the then aggregate outstanding amount of the bonds of a series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the trustee or exercising any trust or power conferred on
the trustee with respect to the bonds of the series, and the holders of a
majority of the then aggregate outstanding amount of the notes of the series
may, in certain cases, waive any default with respect thereto, except a default
in the payment of principal or interest or a default in respect of a covenant or
provision of the indenture that cannot be modified without the waiver or consent
of all the holders of the outstanding bonds of the series affected thereby.
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AMENDMENT
Except as otherwise specified in the prospectus supplement, each Agreement
may be amended by the depositor, the servicer, the trustee and, if applicable,
the credit enhancer, without the consent of any of the securityholders:
- to cure any ambiguity;
- to correct a defective provision or correct or supplement any provision
therein which may be inconsistent with any other provision therein;
- to make any other revisions with respect to matters or questions arising
under the Agreement which are not inconsistent with the provisions
thereof; or
- to comply with any requirements imposed by the Code or any regulation
thereunder; provided, however, that no such amendments (except those
pursuant to this clause) will adversely affect in any material respect
the interests of any securityholder.
An amendment will be deemed not to adversely affect in any material respect
the interests of the securityholders if the trustee receives a letter from each
rating agency requested to rate the class or classes of securities of such
series stating that the proposed amendment will not result in the downgrading or
withdrawal of the respective ratings then assigned to the related securities.
Each Agreement may also be amended by the depositor, the servicer, the trustee
and, if applicable, the credit enhancer with consent of holders of securities of
such series evidencing not less than 66 2/3% of the aggregate voting rights of
each class affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Agreement or
of modifying in any manner the rights of the holders of the related securities;
provided, however, that no such amendment may (a) reduce in any manner the
amount of, or delay the timing of, payments received on loans which are required
to be distributed on any security without the consent of the holder of such
security, or (b) with respect to any series of securities, reduce the aforesaid
percentage of securities of any class the holders of which are required to
consent to any such amendment without the consent of the holders of all
securities of such class covered by such Agreement then outstanding. If a REMIC
election is made with respect to a trust, the trustee will not be entitled to
consent to an amendment to the related Agreement without having first received
an opinion of counsel to the effect that the proposed amendment will not cause
such trust to fail to qualify as a REMIC.
TERMINATION; OPTIONAL TERMINATION
POOLING AND SERVICING AGREEMENT; TRUST AGREEMENT. Unless otherwise
specified in the related Agreement, the obligations created by each pooling and
servicing agreement and trust agreement for each series of securities will
terminate upon the payment to the
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related securityholders of all amounts held in the collection account or by the
servicer and required to be paid to them pursuant to the Agreement following the
later of:
(a) the final payment of or other liquidation of the last of the trust
assets subject thereto or the disposition of all property acquired upon
foreclosure of any such trust assets remaining in the trust; and
(b) the purchase by the servicer or, if REMIC treatment has been elected
and if specified in the prospectus supplement, by the holder of the
residual interest or any other party specified to have such rights (see
"Federal Income Tax Consequences" below), from the related trust of all
of the remaining trust assets and all property acquired in respect of
the related trust assets.
Unless otherwise specified by the prospectus supplement, any purchase of
trust assets and property acquired in respect of trust assets evidenced by a
series of securities will be made at the option of the servicer, such other
person or, if applicable, the holder of the REMIC residual interest, at a price
specified in the prospectus supplement. The exercise of this right will effect
early retirement of the securities of that series, but the right of the
servicer, such other person or, if applicable, the holder of the REMIC residual
interest, to so purchase is subject to the principal balance of the related
trust assets being less than the percentage specified in the prospectus
supplement of the aggregate principal balance of the trust assets at the Cut-Off
Date for the series. The foregoing is subject to the provision that if a REMIC
election is made with respect to a trust, any repurchase pursuant to clause (b)
above will be made only in connection with a "qualified liquidation" of the
REMIC within the meaning of Section 860F(g)(4) of the Code.
INDENTURE. The indenture will be discharged with respect to a series of
bonds, except with respect to certain continuing rights specified in the
indenture, upon the delivery to the trustee for cancellation of all the bonds of
the related series or, with certain limitations, upon deposit with the trustee
of funds sufficient for the payment in full of all of the bonds of that series.
In addition to this type of discharge with certain limitations, the
indenture will provide that, if so specified with respect to the bonds of any
series, the related trust will be discharged from any and all obligations in
respect of the bonds of the related series (except for certain obligations
relating to temporary bonds and exchange of bonds, to register the transfer of
or exchange bonds of such series, to replace stolen, lost or mutilated bonds of
such series, to maintain paying agencies and to hold monies for payment in
trust) upon the deposit with the trustee, in trust, of money and/or direct
obligations of or obligations guaranteed by the United States of America which
through the payment of interest and principal in respect thereof in accordance
with their terms will provide money in an amount sufficient to pay the principal
of and each installment of interest on the bonds of the series on the last
scheduled payment date for the notes and any installment of interest on the
bonds in accordance with the terms of the indenture and the bonds of that
series. In the event of any defeasance and discharge of bonds of the series,
holders of bonds of the series would be able to look only to that
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money and/or those direct obligations for payment of principal and interest, if
any, on their bonds until maturity.
THE TRUSTEE
The trustee under each Agreement will be named in the prospectus
supplement. The commercial bank, savings and loan association or trust company
serving as trustee may have banking and other relationships with the depositor,
the servicer and any of their respective affiliates.
CERTAIN LEGAL ASPECTS OF THE LOANS
The following discussion contains summaries, which are general in nature,
of certain legal matters relating to the loans. Because these legal aspects are
governed primarily by applicable state law and because the applicable state laws
may differ substantially from state to state, the descriptions do not, except as
expressly provided below, reflect the laws of any particular state, nor do they
encompass the laws of all states in which the security for the loans is
situated. The descriptions are qualified in their entirety by reference to the
applicable federal laws and the appropriate laws of the states in which loans
may be originated.
GENERAL
DEEDS OF TRUST AND MORTGAGES. The loans for a series may be secured by
deeds of trust, mortgages, security deeds or deeds to secure debt, depending
upon the prevailing practice in the state in which the property subject to the
loan is located. Deeds of trust are used almost exclusively in California
instead of mortgages. A mortgage creates a lien upon the real property
encumbered by the mortgage, which lien is generally not prior to the lien for
real estate taxes and assessments. Priority between mortgages depends on their
terms and generally on the order of recording with a state or county office.
There are two parties to a mortgage, the mortgagor, who is the borrower and
owner of the mortgaged property, and the mortgagee, who is the lender. Under the
mortgage instrument, the mortgagor delivers to the mortgagee a note or bond and
the mortgage. Although a deed of trust is similar to a mortgage, a deed of trust
formally has three parties, the borrower-property owner called the trustor
(similar to a mortgagor), a lender (similar to a mortgagee) called the
beneficiary, and a third-party grantee called the trustee. Under a deed of
trust, the borrower grants the property, irrevocably until the debt is paid, in
trust, generally with a power of sale, to the trustee to secure payment of the
obligation. A security deed and a deed to secure debt are special types of deeds
which indicate on their face that they are granted to secure an underlying debt.
By executing a security deed or deed to secure debt, the grantor conveys title
to, as opposed to merely creating a lien upon, the subject property to the
grantee until such time as the underlying debt is repaid. The trustee's
authority under a deed of trust, the mortgagee's authority under a mortgage and
the grantee's authority under a security deed or deed to secure debt are
governed by law and, with respect to some deeds of trust, the directions of the
beneficiary.
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COOPERATIVE LOANS. Some of the loans may be cooperative loans. A
cooperative is owned by tenant-stockholders, who, through ownership of stock,
shares or membership certificates in the corporation, receive proprietary leases
or occupancy agreements which confer exclusive rights to occupy specific units.
The cooperative owns the real property and the specific units and is responsible
for management of the property. An ownership interest in a cooperative and the
accompanying rights are financed through a cooperative share loan evidenced by a
promissory note and secured by a security interest in the occupancy agreement or
proprietary lease and in the related cooperative shares.
FORECLOSURE/REPOSSESSION
DEED OF TRUST. Foreclosure of a deed of trust is generally accomplished
by a non-judicial sale under a specific provision in the deed of trust which
authorizes the trustee to sell the property at public auction upon any default
by the borrower under the terms of the note or deed of trust. In certain states,
these foreclosures also may be accomplished by judicial action in the manner
provided for foreclosure of mortgages. In addition to any notice requirements
contained in a deed of trust, in some states, including California, the trustee
must record a notice of default and send a copy to the borrower-trustor, to any
person who has recorded a request for a copy of any notice of default and notice
of sale, to any successor in interest to the borrower-trustor, to the
beneficiary of any junior deed of trust and to certain other persons. In some
states, including California, the borrower-trustor has the right to reinstate
the loan at any time following default until shortly before the trustee's sale.
In general, the borrower, or any other person having a junior encumbrance on the
real estate, may, during a statutorily prescribed reinstatement period, cure a
monetary default by paying the entire amount in arrears plus other designated
costs and expenses incurred in enforcing the obligation. Generally, state law
controls the amount of foreclosure expenses and costs, including attorney's
fees, which may be recovered by a lender. After the reinstatement period has
expired without the default having been cured, the borrower or junior lienholder
no longer has the right to reinstate the loan and must pay the loan in full to
prevent the scheduled foreclosure sale. If the deed of trust is not reinstated
within any applicable cure period, a notice of sale must be posted in a public
place and, in most states, including California, published for a specific period
of time in one or more newspapers. In addition, some state laws require that a
copy of the notice of sale be posted on the property and sent to all parties
having an interest of record in the real property. In California, the entire
process from recording a notice of default to a non-judicial sale usually takes
four to five months.
MORTGAGES. Foreclosure of a mortgage is generally accomplished by
judicial action. The action is initiated by the service of legal pleadings upon
all parties having an interest in the real property. Delays in completion of the
foreclosure may occasionally result from difficulties in locating necessary
parties. Judicial foreclosure proceedings are often not contested by any of the
parties. When the mortgagee's right to foreclosure is contested, the legal
proceedings necessary to resolve the issue can be time consuming. After the
completion of a judicial foreclosure proceeding, the court generally issues a
judgment of foreclosure and appoints a referee or other court officer to conduct
the sale of the
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property. In some states, mortgages may also be foreclosed by advertisement,
pursuant to a power of sale provided in the mortgage.
Although foreclosure sales are typically public sales, frequently no third
party purchaser bids in excess of the lender's lien because of the difficulty of
determining the exact status of title to the property, the possible
deterioration of the property during the foreclosure proceedings and a
requirement that the purchaser pay for the property in cash or by cashier's
check. Thus the foreclosing lender often purchases the property from the trustee
or referee for an amount equal to the principal amount outstanding under the
loan, accrued and unpaid interest and the expenses of foreclosure in which event
the mortgagor's debt will be extinguished or the lender may purchase for a
lesser amount in order to preserve its right against a borrower to seek a
deficiency judgment in states where deficiency judgments are available.
Thereafter, subject to the right of the borrower in some states to remain in
possession during the redemption period, the lender will assume the burden of
ownership, including obtaining hazard insurance and making repairs at its own
expense as are necessary to render the property suitable for sale. The lender
will commonly obtain the services of a real estate broker and pay the broker's
commission in connection with the sale of the property. Depending upon market
conditions, the ultimate proceeds of the sale of the property may not equal the
lender's investment in the property. Any loss may be reduced by the receipt of
any mortgage guaranty insurance proceeds.
Courts have imposed general equitable principles upon foreclosure, which
are generally designed to mitigate the legal consequences to the borrower of the
borrower's 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 of the borrower's
default and the likelihood that the borrower will be able to reinstate the loan.
In some cases, courts have eliminated the right of a lender to realize upon its
security if the default under the security agreement is not monetary, such as
the borrower's failure to maintain the property adequately or the borrower's
execution of secondary financing affecting the property. Finally, some courts
have been faced with the issue of whether federal or state constitutional
provisions reflecting due process concerns for fair notice require that
borrowers under deeds of trust receive notice longer than that prescribed by
statue. 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
does not involve sufficient state action to afford constitutional protection to
the borrower.
When the beneficiary under a junior mortgage or deed of trust cures the
default and reinstates or redeems by paying the full amount of the senior
mortgage or deed of trust, the amount paid by the beneficiary to cure or redeem
becomes a part of the indebtedness secured by the junior mortgage or deed of
trust.
COOPERATIVE LOANS. The cooperative shares owned by the tenant-stockholder
and pledged to the lender are, in almost all cases, subject to restrictions on
transfer as set forth in the cooperative's certificate of incorporation and
bylaws, as well as the proprietary lease or occupancy agreement, and may be
cancelled by the cooperative for
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failure by the tenant-stockholder to pay rent or other obligations or charges
owed by such tenant-stockholder, including mechanics' liens against the
cooperative apartment building incurred by such tenant-stockholder. The
proprietary lease or occupancy agreement generally permits the cooperative to
terminate such lease or agreement in the event an obligor fails to make payments
or defaults in the performance of covenants required thereunder. Typically, the
lender and the cooperative enter into a recognition agreement which establishes
the rights and obligations of both parties in the event of a default by the
tenant-stockholder on its obligations under the proprietary lease or occupancy
agreement. A default by the tenant-stockholder under the proprietary lease or
occupancy agreement will usually constitute a default under the security
agreement between the lender and the tenant-stockholder.
The recognition agreement generally provides that, in the event that the
tenant-stockholder has defaulted under the proprietary lease or occupancy
agreement, the cooperative will take no action to terminate such lease or
agreement until the lender has been provided with an opportunity to cure the
default. The recognition agreement typically provides that if the proprietary
lease or occupancy agreement is terminated, the cooperative will recognize the
lender's lien against proceeds from the sale of the cooperative apartment,
subject, however, to the cooperative's right to sums due under such proprietary
lease or occupancy agreement. The total amount owed to the cooperative by the
tenant-stockholder, which the lender generally cannot restrict and does not
monitor, could reduce the value of the collateral below the outstanding
principal balance of the cooperative loan and accrued and unpaid interest
thereon.
Recognition agreements also provide that in the event of a foreclosure on a
cooperative loan, the lender must obtain the approval or consent of the
cooperative as required by the proprietary lease before transferring the
cooperative shares or assigning the proprietary lease. Generally, the lender is
not limited in any rights it may have to dispossess the tenant-stockholders.
In some states, foreclosure on the cooperative shares is accomplished by a
sale in accordance with the provisions of Article 9 of the Uniform Commercial
Code and the security agreement relating to those shares. Article 9 requires
that a sale be conducted in a "commercially reasonable" manner. Whether a
foreclosure 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 foreclosure. Generally, a sale conducted according to the
usual practice of banks selling similar collateral will be considered reasonably
conducted.
Article 9 also provides that the proceeds of the sale will be applied first
to pay the costs and expenses of the sale and then to satisfy the indebtedness
secured by the lender's security interest. The recognition agreement, however,
generally provides that the lender's right to reimbursement is subject to the
right of the cooperative 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
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responsible for the deficiency. Please refer to the discussion under the heading
"Anti-Deficiency Legislation; Bankruptcy Laws; Tax Liens" below.
In the case of foreclosure on a building which was converted from a rental
building to a building owned by a cooperative under a non-eviction plan, some
states require that a purchaser at a foreclosure sale take the property subject
to rent control and rent stabilization laws which apply to certain tenants who
elected to remain in the building but who did not purchase shares in the
cooperative when the building was so converted.
ENVIRONMENTAL RISKS
Real property pledged as security to a lender may be subject to
environmental risks. Such risks, among other things, could substantially impair
a borrower's ability to repay a loan, result in substantial diminution in the
value of the property pledged as collateral to secure the loan and/or give rise
to liability which could exceed the value of such property or the principal
balance of the related loan.
Under the laws of certain states, contamination of a property may give rise
to a lien on the property to assure the payment of the costs of clean-up. In
several states this type of lien has priority over the lien of an existing
mortgage against the related property. In addition, under the federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA"), the United States Environmental Protection Agency ("EPA") may impose
a lien on property where the EPA has incurred clean-up costs. However, a CERCLA
lien is subordinate to pre-existing, perfected security interests.
Under the laws of some states, and under CERCLA, it is conceivable that a
secured lender may be held liable as an owner or operator for the costs of
addressing releases or threatened releases of hazardous substances at a
mortgaged property and related costs, even though the environmental damage or
threat was caused by a prior or current owner or operator or another third
party. CERCLA imposes liability for these costs on any and all responsible
parties, including owners or operators. However, CERCLA excludes from the
definition of "owner or operator" a secured creditor who, without participating
in the management of a facility or property, holds indicia of ownership
primarily to protect its security interest (the "secured creditor exclusion").
Thus, if a lender's activities begin to encroach on the actual management of a
contaminated facility or property, the lender may incur liability as an owner or
operator under CERCLA. Similarly, if a lender forecloses and takes title to a
contaminated facility or property, the lender may incur CERCLA liability in
various circumstances, including, but not limited to, when it holds the facility
or property as an investment (including leasing the facility or property to a
third party), or fails to market the property in a timely fashion.
If a lender is or becomes liable, it may be entitled to bring an action for
contribution against any other responsible parties, including a previous owner
or operator, who created the environmental hazard, but those persons or entities
may be bankrupt or otherwise judgment-proof. The costs associated with
environmental cleanup and the diminution in value of contaminated property and
related liabilities or losses may be
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substantial. It is conceivable that the costs arising from the circumstances set
forth above would result in a loss to securityholders.
CERCLA does not apply to petroleum products, and the secured creditor
exclusion does not govern liability for cleanup costs under federal laws other
than CERCLA, in particular Subtitle I of the federal Resource Conservation and
Recovery Act ("RCRA"), which regulates underground petroleum storage tanks
(except heating oil tanks). The EPA has adopted a lender liability rule for
underground storage tanks under Subtitle I of RCRA. Under that rule, a holder of
a security interest in an underground storage tank or real property containing
an underground storage tank is not considered an operator of the underground
storage tank as long as the holder does not exercise decisionmaking control over
the borrower's enterprise, participate in the management or control of
decisionmaking relating to the operation of a tank, as long as petroleum is not
added to, stored in or dispensed from the tank, or as long as holder does not
deviate from certain other requirements specified in the rule. In addition,
under the Asset Conservation, Lender Liability and Deposit Insurance Protection
Act of 1996, similar protections to those accorded to lenders under CERCLA are
also accorded to holders of security interests in underground tanks. It should
be noted, however, that liability for cleanup of contamination may be governed
by state law, which may not provide for any specific protection for secured
creditors.
Whether actions taken by a lender would constitute participation in the
management of a mortgaged property, or the business of a borrower, so as to
render the secured creditor exemption unavailable to a lender has been a matter
of judicial interpretation of the statutory language, and court decisions have
been inconsistent. In 1990, the Court of Appeals for the Eleventh Circuit
suggested that the mere capacity of the lender to influence a borrower's
decisions regarding disposal of hazardous substances was sufficient
participation in the management of the borrower's business to deny the
protection of the secured creditor exemption to the lender, regardless of
whether lender actually exercised such influence.
This ambiguity appears to have been resolved by the enactment of the Asset
Conservation, Lender Liability and Deposit Insurance Protection Act of 1996. The
legislation provides that in order to be deemed to have participated in the
management of a mortgaged property, a lender must actually participate in the
operational affairs of the property or the borrower. The legislation also
provides that participation in the management of the property does not include
"merely having the capacity to influence, or unexercised right to control"
operations. Rather, a lender will lose the protection of the secured creditor
exclusion only if it exercises decision-making control over the borrower's
environmental compliance and hazardous substance handling and disposal
practices, or assumes day-to-day management of all operational functions of the
secured property. As noted above, the secured creditor exclusion does not govern
liability for cleanup costs except under the federal laws discussed above. In
addition, certain other environmental conditions may be required to be addressed
under other federal, state or local laws or in order to improve the
marketability of a property. Therefore, under certain circumstances, including
but not limited to after foreclosure, a lender may incur costs under applicable
laws or in order to improve the marketability of a property in
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connection with environmental conditions associated with that property, such as
the presence or release of regulated materials in underground storage tanks,
asbestos-containing material, lead paint or radon gas. If a lender is or becomes
liable, it can bring an action for contribution against any other "responsible
parties" including a previous owner or operator, who created the environmental
hazard, but those persons or entities may be bankrupt or otherwise
judgment-proof. It is conceivable that the costs arising from such circumstances
would result in a loss to securityholders.
Except as otherwise specified in the prospectus supplement, at the time the
loans were originated, no environmental assessments or very limited
environmental assessments of the properties were conducted.
RIGHTS OF REDEMPTION
In some states, after sale pursuant to a deed of trust or foreclosure of a
mortgage, the borrower and foreclosed junior lienors are given a statutory
period in which to redeem the property from the foreclosure sale. In certain
other states, including California, this right of redemption applies only to
sales following judicial foreclosure, and not to sales pursuant to a
non-judicial power of sale. In most states where the right of redemption is
available, statutory redemption may occur upon payment of the foreclosure
purchase price, accrued interest and taxes. In other states, redemption may be
authorized if the former borrower pays only a portion of the sums due. The
effect of a statutory right of redemption is to diminish the ability of the
lender to sell the foreclosed property. The exercise of a right of redemption
would defeat the title of any purchaser from the lender subsequent to
foreclosure or sale under a deed of trust. Consequently, the practical effect of
the redemption right is to force the lender to retain the property and pay the
expenses of ownership until the redemption period has run. In some states, there
is no right to redeem property after a trustee's sale under a deed of trust.
ANTI-DEFICIENCY LEGISLATION; BANKRUPTCY LAWS; TAX LIENS
Certain states have imposed statutory and judicial restrictions that limit
the remedies of a beneficiary under a deed of trust or a mortgagee under a
mortgage. In some states, including California, statutes and case law limit the
right of the beneficiary or mortgagee to obtain a deficiency judgment against
borrowers financing the purchase of their residence or following sale under a
deed of trust or certain other foreclosure proceedings. A deficiency judgment is
a personal judgment against the borrower equal in most cases to the difference
between the amount due to the lender and the fair market value of the real
property at the time of the foreclosure sale. As a result of these prohibitions,
it is anticipated that in most instances the servicer will utilize the non-
judicial foreclosure remedy and will not seek deficiency judgments against
defaulting borrowers.
Some state statutes require the beneficiary or mortgagee to exhaust the
security afforded under a deed of trust or mortgage by foreclosure in an attempt
to satisfy the full debt before bringing a personal action against the borrower.
In certain other states, the lender has the option of bringing a personal action
against the borrower on the debt without first exhausting that security;
however, in some of these states, the lender,
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following judgment on such personal action, may be deemed to have elected a
remedy and may be precluded from exercising remedies with respect to the
security. Consequently, the practical effect of the election requirement, when
applicable, is that lenders will usually proceed first against the security
rather than bringing a personal action against the borrower. In some states,
exceptions to the anti-deficiency statutes are provided for in certain instances
where the value of the lender's security has been impaired by acts or omissions
of the borrower, for example, in the event of waste of the property. Finally,
other statutory provisions limit any deficiency judgment against the former
borrower following a foreclosure sale to the excess of the outstanding debt over
the fair market value of the property at the time of the public sale. The
purpose of these statutes is generally to prevent a beneficiary or a mortgagee
from obtaining a large deficiency judgment against the former borrower as a
result of low or no bids at the foreclosure sale.
In addition to anti-deficiency and related legislation, 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 security. For
example, in a proceeding under the federal Bankruptcy Code, a lender may not
foreclose on a mortgaged property without the permission of the bankruptcy
court. The rehabilitation plan proposed by the debtor may provide, if the
mortgaged property is not the debtor's principal residence and the court
determines that the value of the mortgaged property is less than the principal
balance of the mortgage loan, for the reduction of the secured indebtedness to
the value of the mortgaged property as of the date of the commencement of the
bankruptcy, rendering the lender a general unsecured creditor for the
difference, and also may reduce the monthly payments due under such mortgage
loan, change the rate of interest and alter the mortgage loan repayment
schedule. The effect of any proceedings under the federal Bankruptcy Code,
including, but not limited to, any automatic stay, could result in delays in
receiving payments on the loans underlying a series of securities and possible
reductions in the aggregate amount of payments.
The federal tax laws provide priority to certain tax liens over the lien of
a mortgage or secured party.
DUE-ON-SALE CLAUSES
Each conventional loan generally will contain a due-on-sale clause which
will generally provide that if the mortgagor or obligor sells, transfers or
conveys the property, the loan or contract may be accelerated by the mortgagee
or secured party. Court decisions and legislative actions have placed
substantial restrictions on the right of lenders to enforce these clauses in
many states. For instance, the California Supreme Court in August 1978 held that
due-on-sale clauses were generally unenforceable. However, the Garn-St. Germain
Depository Institutions Act of 1982 (the "Garn-St. Germain Act"), subject to
certain exceptions, preempts state constitutional, statutory and case law
prohibiting the enforcement of due-on-sale clauses. As a result, due-on-sale
clauses are generally enforceable except in those states whose legislatures
exercised their authority to regulate the enforceability of the clauses with
respect to mortgage loans that
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were (a) originated or assumed during the "window period" under the Garn-St.
Germain Act which ended in all cases not later than October 15, 1982, and (b)
originated by lenders other than national banks, federal savings institutions
and federal credit unions. Freddie Mac has taken the position in its published
mortgage servicing standards that, out of a total of eleven "window period
states," five states (Arizona, Michigan, Minnesota, New Mexico and Utah) have
enacted statutes extending, on various terms and for varying periods, the
prohibition on enforcement of due-on-sale clauses with respect to certain
categories of window period loans. Also, the Garn-St. Germain Act does
"encourage" lenders to permit assumption of loans at the original rate of
interest or at some other rate less than the average of the original rate and
the market rate.
As to loans secured by an owner-occupied residence, the Garn-St. Germain
Act sets forth nine specific instances in which a mortgagee covered by the
Garn-St. Germain Act may not exercise its rights under a due-on-sale clause,
notwithstanding the fact that a transfer of the property may have occurred. The
inability to enforce a due-on-sale clause may result in transfer of the related
property to an uncreditworthy person, which could increase the likelihood of
default or may result in a mortgage bearing an interest rate below the current
market rate being assumed by a new home buyer, which may affect the average life
of the loans and the number of loans which may extend to maturity.
In addition, under federal bankruptcy law, due-on-sale clauses may not be
enforceable in bankruptcy proceedings and may, under certain circumstances, be
eliminated in any modified mortgage resulting from such bankruptcy proceeding.
ENFORCEABILITY OF PREPAYMENT AND LATE PAYMENT FEES
Forms of notes, mortgages and deeds of trust used by lenders may contain
provisions obligating the borrower to pay a late charge if payments are not
timely made, and in some circumstances may provide for prepayment fees or
penalties if the obligation is paid prior to maturity. In certain states, there
are or may be specific limitations upon the late charges which a lender may
collect from a borrower for delinquent payments. Certain states also limit the
amounts that a lender may collect from a borrower as an additional charge if the
loan is prepaid. Under certain state laws, prepayment charges may not be imposed
after a certain period of time following the origination of mortgage loans with
respect to prepayments on loans secured by liens encumbering owner-occupied
residential properties. The absence of such a restraint on prepayment,
particularly with respect to fixed rate loans having higher loan rates, may
increase the likelihood of refinancing or other early retirement of the related
loans or contracts. Late charges and prepayment fees are typically retained by
servicers as additional servicing compensation.
APPLICABILITY OF USURY LAWS
Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980, enacted in March 1980 ("Title V") provides that state usury
limitations shall not apply to certain types of residential first mortgage loans
originated by certain lenders after March 31, 1980. The Office of Thrift
Supervision, as successor to the Federal Home Loan Bank Board, is authorized to
issue rules and regulations and to publish interpretations governing
implementation of Title V. Title V authorized the states to
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reimpose interest rate limits by adopting, before April 1, 1983, a law or
constitutional provision which expressly rejects application of the federal law.
Fifteen states adopted such a law prior to the April 1, 1983 deadline. In
addition, even where Title V was not so rejected, any state is authorized by the
law to adopt a provision limiting discount points or other charges on mortgage
loans covered by Title V.
Certain states have taken action to reimpose interest rate limits and/or to
limit discount points or other charges.
SERVICEMEMBERS CIVIL RELIEF ACT
Generally, under the terms of the Servicemembers Civil Relief Act formerly
known as the Soldiers' and Sailors' Relief Act of 1940, (the "Relief Act"), a
borrower who enters military service after the origination of his or her loan
(including a borrower who is a member of the National Guard or is in reserve
status at the time of the origination of the loan and is later called to active
duty) may not be charged interest above an annual rate of 6% during the period
of his or her active duty status, unless a court orders otherwise upon
application of the lender. It is possible that this interest rate limitation
could have an effect, for an indeterminate period of time, on the ability of the
servicer to collect full amounts of interest on certain of the loans. Unless
otherwise provided in the prospectus supplement, any shortfall in interest
collections resulting from the application of the Relief Act could result in
losses to securityholders. The Relief Act also imposes limitations which would
impair the ability of the servicer to foreclose on an affected loan during the
borrower's period of active duty status. Moreover, the Relief Act permits the
extension of a loan's maturity and the re-adjustment of its payment schedule
beyond the completion of military service. Thus, in the event that a loan that
is affected by the Relief Act goes into default, there may be delays and losses
occasioned by the inability to realize upon the property in a timely fashion.
JUNIOR MORTGAGES; RIGHTS OF SENIOR MORTGAGEES
To the extent that the loans comprising the trust for a series are secured
by mortgages which are junior to other mortgages held by other lenders or
institutional investors, the rights of the trust (and therefore the
securityholders), as mortgagee under any such junior mortgage, are subordinate
to those of any mortgagee under any senior mortgage. The senior mortgagee has
the right to receive hazard insurance and condemnation proceeds and to cause the
property securing the loan to be sold upon default of the mortgagor, thereby
extinguishing the junior mortgagee's lien unless the junior mortgagee asserts
its subordinate interest in the property in foreclosure litigation and,
possibly, satisfies the defaulted senior mortgage. A junior mortgagee may
satisfy a defaulted senior loan in full and, in some states, may cure a default
and bring the senior loan current, in either event adding the amounts expended
to the balance due on the junior loan. In most states, absent a provision in the
mortgage or deed of trust, no notice of default is required to be given to a
junior mortgagee.
The standard form of the mortgage used by most institutional lenders
confers on the mortgagee the right both to receive all proceeds collected under
any hazard insurance policy and all awards made in connection with condemnation
proceedings, and to apply
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those proceeds and awards to any indebtedness secured by the mortgage, in
whatever order the mortgagee may determine. Thus, in the event improvements on
the property are damaged or destroyed by fire or other casualty, or in the event
the property is taken by condemnation, the mortgagee or beneficiary under a
senior mortgage will have the prior right to collect any insurance proceeds
payable under a hazard insurance policy and any award of damages in connection
with the condemnation and to apply the same to the indebtedness secured by the
senior mortgage. Proceeds in excess of the amount of senior mortgage
indebtedness, in most cases, may be applied to the indebtedness of a junior
mortgage.
Another provision sometimes found in the form of the mortgage or deed of
trust used by institutional lenders obligates the mortgagor to pay before
delinquency all taxes and assessments on the property and, when due, all
encumbrances, charges and liens on the property which appear prior to the
mortgage or deed of trust, to provide and maintain fire insurance on the
property, to maintain and repair the property and not to commit or permit any
waste thereof, and to appear in and defend any action or proceeding purporting
to affect the property or the rights of the mortgagee under the mortgage. Upon a
failure of the mortgagor to perform any of these obligations, the mortgagee is
given the right under certain mortgages to perform the obligation itself, at its
election, with the mortgagor reimbursing the mortgagee for any sums expended by
the mortgagee on behalf of the mortgagor. All sums so expended by the mortgagee
become part of the indebtedness secured by the mortgage.
The form of credit line trust deed or mortgage generally used by most
institutional lenders which make revolving credit line loans typically contains
a future advance clause, which provides, in essence, that additional amounts
advanced to or on behalf of the borrower by the beneficiary or lender are to be
secured by the deed of trust or mortgage. Any amounts so advanced after the
Cut-off Date with respect to any mortgage will be included in the trust. The
priority of the lien securing any advance made under a future advance clause may
depend in most states on whether the deed of trust or mortgage is called and
recorded as a credit line deed of trust or mortgage. If the beneficiary or
lender advances additional amounts, the advance is entitled to receive the same
priority as amounts initially advanced under the trust deed or mortgage,
notwithstanding the fact that there may be junior trust deeds or mortgages and
other liens which intervene between the date of recording of the trust deed or
mortgage and the date of the future advance, and notwithstanding that the
beneficiary or lender had actual knowledge of the intervening junior trust deeds
or mortgages and other liens at the time of the advance. In most states, the
trust deed or mortgage lien securing mortgage loans of the type which includes
home equity credit lines applies retroactively to the date of the original
recording of the trust deed or mortgage, provided that the total amount of
advances under the home equity credit line does not exceed the maximum specified
principal amount of the recorded trust deed or mortgage, except as to advances
made after receipt by the lender of a written notice of lien from a judgment
lien creditor of the trustor.
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CONSUMER PROTECTION LAWS
Numerous federal and state consumer protection laws impose substantive
requirements upon mortgage lenders in connection with the originating, servicing
and enforcing of loans secured by single family properties. These laws include
the federal Truth-in-Lending Act and Regulation Z promulgated thereunder, Real
Estate Settlement Procedures Act and Regulation B promulgated thereunder, Equal
Credit Opportunity Act, Fair Credit Billing Act, Fair Credit Reporting Act and
related statutes and regulations. In particular, Regulation Z requires certain
disclosures to borrowers regarding the terms of the loans; the Equal Credit
Opportunity Act and Regulation B promulgated thereunder prohibit discrimination
in the extension of credit on the basis of age, race, color, sex, religion,
marital status, national origin, receipt of public assistance or the exercise of
any right under the Consumer Credit Protection Act; and the Fair Credit
Reporting Act regulates the use and reporting of information related to the
borrower's credit experience. Certain provisions of these laws impose specific
statutory liabilities upon lenders who fail to comply therewith. In addition,
violations of such laws may limit the ability of the servicer to collect all or
part of the principal of or interest on the loans and could subject the sellers
and in some cases their assignees to damages and administrative enforcement.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion summarizes the anticipated material federal income
tax consequences of the purchase, ownership and disposition of the securities,
as based on the advice of Chapman and Cutler LLP, special tax counsel to the
Issuer. This summary is based on the Internal Revenue Code of 1986, as amended
(the "Code"), regulations (including the REMIC regulations promulgated by the
Treasury Department (the "REMIC Regulations")), rulings and decisions in effect
as of the date of this prospectus, all of which are subject to change. This
summary does not address federal income tax consequences applicable to all
categories of investors, some of which (such as banks and insurance companies)
may be subject to special rules. In addition, the summary is limited to
investors who will hold the securities as "capital assets" (generally, property
held for investment) as defined in section 1221 of the Code. Investors should
consult their own tax advisors in determining the federal, state, local and any
other tax consequences to them of the purchase, ownership and disposition of the
securities. As applied to any particular class or series of securities, the
summary is subject to further discussion or change as provided in the related
prospectus supplement.
OVERVIEW
The federal income tax consequences applicable with respect to a specific
series of securities will vary depending on whether an election is made to treat
the trust estate relating to such series of securities as a real estate mortgage
investment conduit ("REMIC") under Code. The prospectus supplement for each
series of securities will specify whether a REMIC election will be made with
respect to such series. Securities of any series that is not the subject of a
REMIC election ("non-REMIC securities")
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are intended to be classified as indebtedness of the Issuer for federal income
tax purposes.
NON-REMIC SECURITIES
General. If a REMIC election is not made, Chapman and Cutler LLP will
deliver its opinion that, although no regulations, published rulings or judicial
decisions exist that specifically discuss the characterization for federal
income tax purposes of securities with terms substantially the same as the
non-REMIC securities, in its opinion such securities will be treated for federal
income tax purposes as indebtedness of the Issuer and not as an ownership
interest in the collateral or an equity interest in the Issuer.
Status as Real Property Loans. Because, in such counsel's opinion, the
non-REMIC securities will be treated as indebtedness of the Issuer for federal
income tax purposes, (i) such securities held by a thrift institution taxed as a
domestic building and loan association will not constitute "loans . . . secured
by an interest in real property" within the meaning of Code section
7701(a)(19)(C)(v), (ii) interest on non-REMIC securities held by a real estate
investment trust will not be treated as "interest on obligations secured by
mortgages on real property or on interests in real property" within the meaning
of Code section 856(c)(3)(B), and non-REMIC securities will not constitute "real
estate assets" or "government securities" within the meaning of Code section
856(c)(4)(A), and (iii) non-REMIC securities held by a regulated investment
company will not constitute "government securities" within the meaning of Code
section 851(b)(4)(A)(i).
Interest on Non-REMIC Securities. Except as described below with respect
to original issue discount, market discount or premium, interest paid or accrued
on non-REMIC securities generally will be treated as ordinary income to the
holder, and will be includible in income in accordance with such holder's
regular method of accounting.
Original Issue Discount. All accrual securities will be, and some or all
of the other securities may be, issued with "original issue discount" within the
meaning of Code section 1273(a). Holders of any class of securities having
original issue discount must generally include original issue discount in
ordinary gross income for federal income tax purposes as it accrues, in
accordance with the constant yield method, in advance of receipt of the cash
attributable to such income. When required by the Code and/or applicable
regulations, the Issuer will indicate on the face of each security issued by it
information concerning the application of the original issue discount rules to
such security and certain other information that may be required. The Issuer
will report annually to the Internal Revenue Service (the "IRS") and to holders
of record of such securities information with respect to the original issue
discount accruing on such securities during the reporting period.
Rules governing original issue discount are set forth in Code sections 1271
through 1273, 1275 and 1281 through 1283 and in regulations issued thereunder
(the "OID Regulations"). The Code or the OID Regulations either do not address,
or are subject to varying interpretations with respect to, several issues
relevant to obligations, such as the securities, that are subject to prepayment.
Therefore, there is some uncertainty as to the
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manner in which the original issue discount rules of the Code will be applied to
the securities.
Original Issue Discount Defined. In general, each security will be
treated as a single installment obligation for purposes of determining the
original issue discount includible in a securityholder's income. The amount of
original issue discount on such a security is the excess of the stated
redemption price at maturity of the security over its issue price. The issue
price of a security is the initial offering price to the public at which a
substantial amount of the securities of that class are first sold to the public
(excluding bond houses, brokers, underwriters or wholesalers), generally as set
forth on the cover page of the prospectus supplement for a series of securities.
If less than a substantial amount of a particular class of securities is sold
for cash on or prior to the date of the their initial issuance, the issue price
for such class will likely be treated as equal to its fair market value on the
closing date. The portion of the initial offering price which consists of
payment for interest accrued on the securities prior to the closing date
generally may, at the option of the initial securityholders, be subtracted from
the issue price of the securities and treated as an offset to interest received
on the first payment date.
The stated redemption price at maturity of a security is equal to the total
of all payments to be made on the security other than "qualified stated interest
payments." "Qualified stated interest payments" are payments on the securities
which are paid at least annually and are based on either a fixed rate or a
"qualified variable rate." Under the OID Regulations, interest is treated as
payable at a "qualified variable rate" and not as contingent interest if,
generally, (i) such interest is unconditionally payable at least annually, (ii)
the issue price of the security does not exceed the total noncontingent
principal payments and (iii) interest is based on a "qualified floating rate,"
an "objective rate," or a combination of "qualified floating rates" that do not
operate in a manner that significantly accelerates or defers interest payments
on such security. Generally, the stated redemption price at maturity of a
security (other than an accrual security or a payment lag security, as defined
below) is its stated principal amount; the stated redemption price at maturity
of an accrual security is the sum of all payments (regardless of how
denominated) scheduled to be received on such security under the Tax Prepayment
Assumption (as defined below). Any payment denominated as interest that does not
constitute a qualified stated interest payment is generally referred to as a
"contingent interest payment." The related prospectus supplement will discuss
whether the payments on a security denominated as interest are qualified stated
interest payments and the treatment for federal income tax purposes of any
contingent interest payments.
De Minimis Original Issue Discount. Notwithstanding the general
definition of original issue discount above, any original issue discount with
respect to a security will be considered to be zero if such discount is less
than 0.25% of the stated redemption price at maturity of the security multiplied
by its weighted average life (a "de minimis" amount). The weighted average life
of a security for this purpose is the sum of the following amounts (computed for
each payment included in the stated redemption price at maturity of the
security): (i) the number of complete years (rounded down for partial years)
from the closing date until the date on which each such payment is scheduled to
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be made under the Tax Prepayment Assumption, multiplied by(ii) a fraction, the
numerator of which is the amount of the payment, and the denominator of which is
the security's stated redemption price at maturity. Securityholders generally
must report de minimis original issue discount pro rata as principal payments
are received, and such income will be capital gain if the security is held as a
capital asset. However, accrual method holders may elect to accrue all interest
on a security, including de minimis original issue discount and market discount
and as adjusted by any premium, under a constant yield method.
Accrual of Original Issue Discount. The Code requires that the amount and
rate of accrual of original issue discount be calculated based on a reasonable
assumed prepayment rate for the mortgage loans, the mortgage loans underlying
any mortgaged-backed securities and/or other mortgage collateral securing the
securities (the "Tax Prepayment Assumption") and prescribes a method for
adjusting the amount and rate of accrual of such discount if actual prepayment
rates exceed the Tax Prepayment Assumption. However, if such mortgage loans
prepay at a rate slower than the Tax Prepayment Assumption, no deduction for
original issue discount previously accrued, based on the Tax Prepayment
Assumption, is allowed. The Tax Prepayment Assumption is required to be
determined in the manner prescribed by regulations that have not yet been
issued. It is anticipated that the regulations will require that the Tax
Prepayment Assumption be the prepayment assumption that is used in determining
the initial offering price of such securities. The related prospectus supplement
for each series of securities will specify the Tax Prepayment Assumption
determined by the Issuer for the purposes of determining the amount and rate of
accrual of original issue discount. No representation is made that the mortgage
collateral will prepay at the Tax Prepayment Assumption or at any other rate.
Generally, a securityholder must include in gross income the sum of the
"daily portions," as determined below, of the original issue discount that
accrues on a security for each day the securityholder holds that security,
including the purchase date but excluding the disposition date. In the case of
an original holder of a security, a calculation will be made of the portion of
the original issue discount that accrues during each successive period (or
shorter period from date of original issue) (an "accrual period") that ends on
the day in the calendar year corresponding to each of the payment dates on the
securities (or the date prior to each such date). This will be done, in the case
of each full accrual period, by:
(1) adding (A) the present value at the end of the accrual period of
all remaining payments to be received on the securities, computed taking
into account (i) the yield to maturity of the security at the issue date,
(ii) events (including actual prepayments) that have occurred prior to the
end of the accrual period, and (iii) the Tax Prepayment Assumption, and (B)
any payments received during such accrual period, other than payments of
qualified stated interest, and
(2) subtracting from that total the "adjusted issue price" of the
securities at the beginning of such accrual period.
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The adjusted issue price of a security at the beginning of the initial accrual
period is its issue price; the adjusted issue price of a security at the
beginning of a subsequent accrual period is the adjusted issue price at the
beginning of the immediately preceding accrual period plus the amount of
original issue discount allocable to such accrual period and reduced by the
amount of any payment other than a payment of qualified stated interest made at
the end of or during such accrual period. The original issue discount accrued
during such accrual period will then be divided by the number of days in the
period to determine the daily portion of original issue discount for each day in
the period. With respect to an initial accrual period shorter than a full
accrual period, the daily portions of original issue discount must be determined
according to any reasonable method, provided that such method is consistent with
the method used to determine yield on the securities.
With respect to any security that is a variable rate debt instrument, the
sum of the daily portions of original issue discount that is includible in the
holder's gross income is determined under the same principles described above,
with the following modifications: the yield to maturity on the securities should
be calculated as if the interest index remained at its value as of the issue
date of such securities. Because the proper method of adjusting accruals of
original issue discount on a variable rate debt instrument as a result of
prepayments is uncertain, holders of such instruments should consult their own
tax advisors regarding the appropriate treatment of such securities for federal
income tax purposes.
Subsequent Purchasers of Securities with Original Issue Discount. A
subsequent purchaser of an accrual security or any other security issued with
original issue discount who purchases the security at a cost less than the
remaining stated redemption price at maturity, will also be required to include
in gross income for all days during his or her taxable year on which such
security is held, the sum of the daily portions of original issue discount on
the security. In computing the daily portions of original issue discount with
respect to a security for such a subsequent purchaser, however, the daily
portion for any day shall be reduced by the amount that would be the daily
portion for such day (computed in accordance with the rules set forth above)
multiplied by a fraction, the numerator of which is the amount, if any, by which
the price paid by such holder for the security exceeds its adjusted issue price
(the "acquisition premium"), and the denominator of which is the amount by which
the remaining stated redemption price at maturity exceeds the adjusted issue
price.
Premium. A holder who purchases a security at a cost greater than its
stated redemption price at maturity generally will be considered to have
purchased the security at a premium, which it may elect to amortize as an offset
to interest income on such security (and not as a separate deduction item) on a
constant yield method. Although no regulations addressing the computation of
premium accrual on securities similar to the securities have been issued, the
legislative history of the Tax Reform Act of 1986 indicates that premium is to
be accrued in the same manner as market discount. Accordingly, it appears that
the accrual of premium on a class of securities of a series will be calculated
using the prepayment assumption used in pricing such class. If a holder makes an
election to amortize premium on a security, such election will apply to
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all taxable debt instruments (including all REMIC regular interests and all
pass-through certificates representing ownership interests in a trust holding
debt obligations) held by the holder at the beginning of the taxable year in
which the election is made, and to all taxable debt instruments acquired
thereafter by such holder, and will be irrevocable without the consent of the
Internal Revenue Service. Purchasers who pay a premium for the securities should
consult their tax advisers regarding the election to amortize premium and the
method to be employed.
Market Discount. The securities are subject to the market discount
provisions of Code sections 1276 through 1278. These rules provide that if a
subsequent holder of a security purchases it at a market discount, some or all
of any principal payment or of any gain recognized upon the disposition of the
security will be taxable as ordinary interest income. Market discount on a
security means the excess, if any, of (1) the sum of its issue price and the
aggregate amount of original issue discount includible in the gross income of
all holders of the security prior to the acquisition by the subsequent holder
(presumably adjusted to reflect prior principal payments), over (2) the price
paid by the holder for the security. Market discount on a security will be
considered to be zero if such discount is less than .25% of the stated
redemption price at maturity of such security multiplied by its weighted average
life, which presumably would be calculated in a manner similar to weighted
average life (described above), taking into account distributions (including
prepayments) prior to the date of acquisition of such security by the subsequent
purchaser. If market discount on a security is treated as zero under this rule,
the actual amount of such discount must be allocated to the remaining principal
distributions on such security and when each such distribution is made, gain
equal to the discount allocated to such distribution will be recognized.
Any principal payment (whether a scheduled payment or a prepayment) or any
gain on the disposition of a market discount security is to be treated as
ordinary income to the extent that it does not exceed the accrued market
discount at the time of such payment or disposition. The amount of accrued
market discount for purposes of determining the tax treatment of subsequent
principal payments or dispositions of the securities is to be reduced by the
amount so treated as ordinary income.
The Tax Reform Act of 1986 grants authority to the U.S. Treasury to issue
regulations providing for the computation of accrued market discount on debt
instruments, the principal of which is payable in more than one installment.
Until such time as regulations are issued by the U.S. Treasury, certain rules
described in the legislative history accompanying the Tax Reform Act of 1986
will apply. Under those rules, the holder of a market discount security may
elect to accrue market discount either on the basis of a constant interest rate
or using one of the following methods. For securities issued with original issue
discount, the amount of market discount that accrues during a period is equal to
the product of (i) the total remaining market discount, multiplied by (ii) a
fraction, the numerator of which is the original issue discount accruing during
the period and the denominator of which is the total remaining original issue
discount at the beginning of the period. For securities issued without original
issue discount, the amount of market discount that accrues during a period is
equal to the product of (i) the total remaining market discount, multiplied by
(ii) a fraction, the
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numerator of which is the amount of stated interest paid during the accrual
period and the denominator of which is the total amount of stated interest
remaining to be paid at the beginning of the period. For purposes of calculating
market discount under any of the above methods in the case of instruments (such
as the securities) that provide for payments that may be accelerated by reason
of prepayments of other obligations securing such instruments, the same
prepayment assumption applicable to calculating the accrual of original issue
discount shall apply. Regulations are to provide similar rules for computing the
accrual of amortizable security premium on instruments payable in more than one
principal installment. As an alternative to the inclusion of market discount in
income on the foregoing basis, the holder may elect to include such market
discount in income currently as it accrues on all market discount instruments
acquired by such holder in that taxable year or thereafter. In addition, accrual
method holders may elect to accrue all interest on a security, including de
minimis original issue discount and market discount and as adjusted by any
premium, under a constant yield method.
A subsequent holder of a security who acquired the security at a market
discount also may be required to defer, until the maturity date of the security
or the earlier disposition of the security in a taxable transaction, the
deduction of a portion of the amount of interest that the holder paid or accrued
during the taxable year on indebtedness incurred or maintained to purchase or
carry the security in excess of the aggregate amount of interest (including
original issue discount) includible in his or her gross income for the taxable
year with respect to such security. The amount of such net interest expense
deferred in a taxable year may not exceed the amount of market discount accrued
on the security for the days during the taxable year on which the subsequent
holder held the security, and the amount of such deferred deduction to be taken
into account in the taxable year in which the security is disposed of in a
transaction in which gain or loss is not recognized in whole or in part is
limited to the amount of gain recognized on the disposition. This deferral rule
does not apply to a holder that 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.
Because the regulations described above with respect to market discounts
and premiums have not been issued, it is impossible to predict what effect those
regulations might have on the tax treatment of a security purchased at a
discount or premium in the secondary market.
Election to Treat All Interest as Original Issue Discount. The OID
Regulations permit a holder of a security to elect to accrue all interest,
discount (including de minimis market or original issue discount) and premium in
income as interest, based on a constant yield method for securities acquired on
or after April 4, 1994. If such an election were to be made with respect to a
security with market discount, the holder of the security would be deemed to
have made an election to include in income currently market discount with
respect to all other debt instruments having market discount that such holder of
the securities acquires during the year of the election or thereafter.
Similarly, a holder of a security that makes this election for a security that
is acquired at a premium will be deemed to have made an election to amortize
security premium with respect to all debt instruments having amortizable
security premium that such holder
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owns or acquires. The election to accrue interest, discount and premium on a
constant yield method with respect to a security is irrevocable.
Sale or Redemption. If a security is sold, exchanged, redeemed or
retired, the seller will recognize gain or loss equal to the difference between
the amount realized on the sale and the seller's adjusted basis in the security.
Such adjusted basis generally will equal the cost of the security to the seller,
increased by any original issue discount and market discount included in the
seller's gross income with respect to the security and reduced by payments,
other than payments of qualified stated interest, previously received by the
seller and by any amortized premium. If a securityholder is a bank, thrift or
similar institution described in section 582(c) of the Code, gain or loss
realized on the sale or exchange of a security will be taxable as ordinary
income or loss. Any such gain or loss recognized by any other seller generally
will be capital gain or loss provided that the security is held by the seller as
a "capital asset" (generally, property held for investment) within the meaning
of Code section 1221. Such gain or loss will be long-term gain or loss if the
security is held as a capital asset for more than one year. Long-term capital
gains of non-corporate taxpayers are subject to reduced maximum rates while
short-term capital gains are taxable at ordinary rates. The use of capital
losses is subject to limitations.
REMIC SECURITIES
General. If a REMIC election is made with respect to a series of
securities, Chapman and Cutler LLP will deliver an opinion generally to the
effect that, under existing law, assuming timely filing of a REMIC election and
ongoing compliance with all provisions of the related Agreements, all or a
portion of the trust estate securing such series of securities will qualify as a
REMIC for federal income tax purposes.
The securities in such series will be designated either as one or more
"regular interests" in a REMIC, which generally are treated as debt for federal
income tax purposes, or as "residual interests" in a REMIC, which generally are
not treated as debt for such purposes but rather as representing rights and
responsibilities with respect to the taxable income or loss of the related
REMIC. The prospectus supplement for such series will indicate which classes of
securities are being designated as regular interests ("regular interest
securities") and which class is being designated as the residual interest
("residual interest securities").
Tiered REMIC Structures. For certain series of securities, two separate
elections may be made to treat designated portions of the related trust estate
as REMICs (referred to as the "Upper Tier REMIC" and the "Lower Tier REMIC"
respectively) for federal income tax purposes. Upon the issuance of any such
series of securities, Chapman and Cutler LLP will deliver its opinion generally
to the effect that, under existing law, assuming timely filing of applicable
REMIC elections and ongoing compliance with all provisions of the related
Agreements, the Upper Tier REMIC and the Lower Tier REMIC will each qualify as a
REMIC for federal income tax purposes. In certain cases, a single residual
interest security may represent the residual interest in both the Upper Tier
REMIC and the Lower Tier REMIC. In such case, the discussion
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of residual interest securities set forth below should be interpreted as
applying to each residual interest separately.
Status as Real Property Loans. Except to the extent otherwise provided in
the related prospectus supplement: (i) REMIC securities held by a "domestic
building and loan association" will constitute assets described in Code section
7701(a)(19)(C)(xi); (ii) REMIC securities held by a "real estate investment
trust" ("REIT") will constitute "real estate assets" within the meaning of Code
section 856(c)(4)(A) and interest on such securities will be considered
"interest on obligations secured by mortgages on real property" within the
meaning of Code section 856(c)(3)(B); and (iii) regular interest securities held
by a "financial assets securitization investment trust" ("FASIT") will qualify
for treatment as "permitted assets" within the meaning of Code section
860L(c)(1)(G) and as "qualified mortgages" within the meaning of Code section
860G(a)(3) of if held by another REMIC. REMIC securities held by REITs or
regulated investment companies will not constitute "government securities"
within the meaning of Code section 856(c)(5)(A) or 851(b)(4)(A)(ii),
respectively. REMIC securities held by certain financial institutions will
constitute "evidences of indebtedness" within the meaning of Code section
582(c)(1).
In the case of items (i), (ii) and (iii) above, if less than 95% of the
REMIC's assets are assets qualifying under any of the foregoing Code sections,
the REMIC securities will be qualifying assets only to the extent that the
REMIC's assets are qualifying assets. If a series of securities employs a
multi-tier REMIC structure, both the Upper Tier REMIC and the Lower Tier REMIC
will be treated as a single REMIC for purposes of determining the extent to
which the related REMIC securities and the income thereon will be treated as
such assets and income.
TAXATION OF REGULAR INTEREST SECURITIES.
General. Except as otherwise stated in this discussion, regular interest
securities 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.
Holders of regular interest securities that otherwise report income under a cash
method of accounting will be required to report income with respect to regular
interest securities under an accrual method.
Original Issue Discount. Certain classes of regular interest securities
may be issued with original issue discount within the meaning of section 1273(a)
of the Code. The rules governing original issue discount with respect to a
regular interest security are described above under "Non-REMIC
Securities -- Original Issue Discount." Holders of regular interest securities
should be aware, however, that the OID Regulations do not adequately address
certain issues relevant to prepayable securities, such as the regular interest
securities. In view of the complexities and current uncertainties as to the
manner of inclusion in income of original issue discount on regular interest
securities, each investor should consult his own tax advisor to determine the
appropriate amount and method of inclusion in income of original issue discount
on such regular interest securities for federal income tax purposes.
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Although unclear at present, the depositor intends to treat interest on a
regular interest security that is a weighted average of the net interest rates
on mortgage loans as qualified stated interest. In such case, the weighted
average rate used to compute the initial pass-through rate on the regular
interest securities will be deemed to be the index in effect through the life of
the regular interest securities. It is possible, however, that the IRS may treat
some or all of the interest on regular interest securities with a weighted
average rate as taxable under the rules relating to obligations providing for
contingent payments. Such treatment may effect the timing of income accruals on
such regular interest securities.
Market Discount. A subsequent purchaser of a regular interest security
may also be subject to the market discount provisions of Code sections 1276
through 1278. These rules are described above under "Non-REMIC
Securities -- Market Discount."
Premium. The rules governing "premium" apply equally to regular interest
securities (see above "Non-REMIC Securities -- Premium").
Effects of Defaults and Delinquencies. Certain series of securities may
contain one or more classes of subordinated securities, and in the event there
are defaults or delinquencies on the mortgage assets, amounts that would
otherwise be distributed on the subordinated securities may instead be
distributed on the senior securities. Subordinated securityholders nevertheless
will be required to report income with respect to such securities under an
accrual method without giving effect to delays and reductions in distributions
on such subordinated securities attributable to defaults and delinquencies on
the mortgage assets, except to the extent that it can be established that such
amounts are uncollectible. As a result, the amount of income reported by a
subordinated securityholder in any period could significantly exceed the amount
of cash distributed to such holder in that period. The holder will eventually be
allowed a loss (or will be allowed to report a lesser amount of income) to the
extent that the aggregate amount of distributions on the subordinated security
is reduced as a result of defaults and delinquencies on the mortgage assets.
Treatment of Realized Losses. Although not entirely clear, it appears
that holders of securities that are corporations should in general be allowed to
deduct as an ordinary loss any loss sustained during the taxable year on account
of any such securities becoming wholly or partially worthless, and that, in
general, holders of securities that are not corporations should be allowed to
deduct as a short-term capital loss any loss sustained during the taxable year
on account of any such securities becoming wholly worthless. Although the matter
is not entirely clear, non-corporate holders of securities may be allowed a bad
debt deduction at such time that the principal balance of any such security is
reduced to reflect realized losses resulting from any liquidated mortgage
assets. The Internal Revenue Service, however, could take the position that non-
corporate holders will be allowed a bad debt deduction to reflect realized
losses only after all mortgage assets remaining in the related trust fund have
been liquidated or the securities of the related series have been otherwise
retired. Potential investors and holders of the securities are urged to consult
their own tax advisors regarding the appropriate timing, amount and character of
any loss sustained with respect to such
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securities, including any loss resulting from the failure to recover previously
accrued interest or discount income. Special loss rules are applicable to banks
and thrift institutions, including rules regarding reserves for bad debts. Such
taxpayers are advised to consult their tax advisors regarding the treatment of
losses on securities.
Sale or Exchange. If a regular interest security is sold, exchanged,
redeemed or retired, the holder will recognize gain or loss equal to the
difference between the amount realized on such disposition and the adjusted
basis in the regular interest security. Similarly, a holder who receives a
payment denominated as principal with respect to a regular interest security
will recognize gain equal to the excess of the amount of such payment over his
adjusted basis in the regular interest security. A holder that receives a final
payment that is less than the holder's adjusted basis in a regular interest
security will generally recognize a loss. The adjusted basis of a regular
interest security generally will equal the cost of the regular interest security
to the holder, increased by any original issue discount or market discount
previously included in the holder's gross income with respect to the regular
interest security, and reduced by payments (other than payments of qualified
stated interest) previously received by the holder on the regular interest
security and by any amortized premium.
Except as note above with respect to market discount and except as noted
below, any such gain or loss on a regular interest security generally will be
capital gain or loss. Such gain or loss will be long-term gain or loss if the
regular interest security is held as a capital asset for more than one year.
Long-term capital gains of non-corporate taxpayers are subject to reduced
maximum rates while short-term capital gains are taxable at ordinary rates. The
use of capital losses is subject to limitations.
If the holder of a regular interest security is a bank, a mutual savings
bank, a thrift, or a similar institution described in section 582 of the Code,
any gain or loss on the sale or exchange of the regular interest security will
be treated as ordinary income or loss.
In the case of other types of holders, gain from the disposition of a
regular interest security that otherwise would be capital gain will be treated
as ordinary income to the extent that the amount actually includible in income
with respect to the regular interest security by the holder during his holding
period is less than the amount that would have been includible in income if the
yield on that regular interest security during the holding period had been 110%
of a specified U.S. Treasury borrowing rate as of the date that the holder
acquired the regular interest security. Although the relevant legislative
history indicates that the portion of the gain from disposition of a regular
interest security that will be recharacterized as ordinary income is limited to
the amount of original issue discount (if any) on the regular interest security
that was not previously includible in income, the applicable Code provision
contains no such limitation.
TAXATION OF HOLDERS OF RESIDUAL INTEREST SECURITIES.
The REMIC will not be subject to Federal income tax except with respect to
income from prohibited transactions and certain other transactions. See
"-- Prohibited Transactions and Contributions Tax" below. Instead, the original
holder of a security representing a residual interest (a "residual interest
security") will report on its federal
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income tax return, as ordinary income, the "daily portion" of the taxable income
or net loss of the REMIC for each day during the taxable year on which such
holder held the residual interest security. The daily portion is determined by
allocating to each day in any calendar quarter its ratable portion of the
taxable income or net loss of the REMIC for such quarter, and by allocating that
amount among the holders (on such day) of the residual interest securities in
proportion to their respective holdings on such day.
The taxable income of the REMIC will be determined under an accrual method
and will be taxable to the holders of residual interest securities without
regard to the timing or amounts of cash distributions by the REMIC. Ordinary
income derived from residual interest securities will be "portfolio income" for
purposes of the taxation of taxpayers subject to the limitations on the
deductibility of "passive losses." As residual interests, the residual interest
securities will be subject to tax rules, described below, that differ from those
that would apply if the residual interest securities were treated for federal
income tax purposes as direct ownership interests in the mortgage assets or as
debt instruments issued by the REMIC.
The holder of a residual interest security may be required to include
taxable income from the residual interest security in excess of the cash
distributed. The reporting of taxable income without corresponding distributions
could occur, for example, in certain REMIC issues in which the loans held by the
REMIC were issued or acquired at a discount, since mortgage prepayments cause
recognition of discount income, while the corresponding portion of the
prepayment could be used in whole or in part to make principal payments on REMIC
Regular Interests issued without any discount or at an insubstantial discount
(if this occurs, it is likely that cash distributions will exceed taxable income
in later years). Taxable income may also be greater in earlier years of certain
REMIC issues as a result of the fact that interest expense deductions, as a
percentage of outstanding principal on REMIC regular interest securities, will
typically increase over time as lower yielding securities are paid, whereas
interest income with respect to loans will generally remain constant over time
as a percentage of loan principal.
In any event, because the holder of a residual interest security is taxed
on the net income of the REMIC, the taxable income derived from a residual
interest security in a given taxable year will not be equal to the taxable
income associated with investment in a corporate security or stripped instrument
having similar cash flow characteristics and pretax yield. Therefore, the
after-tax yield on the residual interest security may be less than that of such
a security or instrument.
A subsequent residual interest securityholder also will report on its
federal income tax return amounts representing a daily share of the taxable
income of the REMIC for each day that such residual interest securityholder owns
such residual interest security. Those daily amounts generally would equal the
amounts that would have been reported for the same days by an original residual
interest securityholder, as described above. The legislative history to the Code
provisions governing this matter indicates that certain adjustments may be
appropriate to reduce (or increase) the income of a subsequent holder of a
residual interest security that purchased such residual interest security at a
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price greater than (or less than) the adjusted basis such residual interest
security would have in the hands of an original residual interest
securityholder. See "-- Sale or Exchange" below. It is not clear, however,
whether such adjustments will in fact be permitted or required and, if so, how
they would be made. The REMIC Regulations do not provide for any such
adjustments.
Limitation on Losses. The REMIC will have a net loss for any calendar
quarter in which its deductions exceed its gross income. The amount of the
REMIC's net loss that a holder may take into account currently is limited to the
holder's adjusted basis at the end of the calendar quarter in which such loss
arises. A holder's basis in a residual interest security will initially equal
such holder's purchase price, and will subsequently be increased by the amount
of the REMIC's taxable income allocated to the holder, and decreased (but not
below zero) by the amount of distributions made and the amount of the REMIC's
net loss allocated to the holder. Any disallowed loss may be carried forward
indefinitely, but may be used only to offset income of the REMIC generated by
the same REMIC. The ability of holders of residual interest securities to deduct
net losses may be subject to additional limitations under the Code, as to which
such holders should consult their tax advisers.
Distributions. Distributions on a residual interest security (whether at
their scheduled times or as a result of prepayments) will generally not result
in any additional taxable income or loss to a holder of a residual interest
security. If the amount of such payment exceeds a holder's adjusted basis in the
residual interest security, however, the holder will recognize gain (treated as
gain from the sale of the residual interest security) to the extent of such
excess.
Sale or Exchange. A holder of a residual interest security will recognize
gain or loss on the sale or exchange of a residual interest security equal to
the difference, if any, between the amount realized and such holder's adjusted
basis in the residual interest security at the time of such sale or exchange. In
general, any such gain or loss will be capital gain or loss provided the
residual interest security is held as a capital asset. However, residual
interest securities will be "evidences of indebtedness" within the meaning of
Code Section 582(c)(1), so that gain or loss recognized from sale of a residual
interest security by a bank or thrift institution to which such section applies
would be ordinary income or loss. Any loss upon disposition of a residual
interest security may be disallowed if the selling holder acquires any residual
interest in a REMIC or similar mortgage pool within six months before or after
such disposition. In that event, any loss will increase such regular interest
securityholder's adjusted basis in the newly acquired interest.
Excess Inclusions. The excess inclusion portion of a REMIC's income is
generally equal to the excess, if any, of (a) REMIC taxable income for the
quarterly period allocable to a residual interest security, over (b) the daily
accruals for such quarterly period. For this purpose, daily accruals are
determined by allocating to each day in the calendar quarter its ratable portion
of the "adjusted issue price" of the residual interest security at the beginning
of such quarterly period and 120% of the long term applicable federal rate in
effect on the date the residual interest security is issued. The adjusted
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issue price of a residual interest at the beginning of each calendar quarter
will equal its issue price (calculated in a manner analogous to the
determination of the issue price of a Regular Interest), increased by the
aggregate of the daily accruals for prior calendar quarters, and decreased (but
not below zero) by the amount of loss allocated to a holder and the amount of
distributions made on the residual interest security before the beginning of the
quarter. The long-term federal rate, which is announced monthly by the Treasury
Department, is an interest rate that is based on the average market yield of
outstanding marketable obligations of the United States government having
remaining maturities in excess of nine years.
The portion of the REMIC taxable income of a holder of a residual interest
security consisting of "excess inclusion" income will be subject to federal
income tax in all events and may not be offset by unrelated deductions or
losses, including net operating losses, on such holder's federal income tax
return. Further, if the holder of a residual interest security is an
organization subject to the tax on unrelated business income imposed by Code
section 511, such holder's excess inclusion income will be treated as unrelated
business taxable income of such holder. If a residual interest security is owned
by a foreign person, excess inclusion income is subject to tax at a rate of 30%
which may not be reduced by treaty, is not eligible for treatment as "portfolio
interest" and is subject to certain additional limitations. The Small Business
Job Protection Act of 1996 has eliminated the special rule permitting section
593 institutions ("thrift institutions") to use net operating losses and other
allowable deductions to offset their excess inclusion income from REMIC residual
securities that have "significant value" within the meaning of the REMIC
Regulations, effective for taxable years beginning after December 31, 1995,
except with respect to residual securities continuously held by a thrift
institution since November 1, 1995.
In the case of any residual interest securities held by a real estate
investment trust, the Code provides that under regulations to be issued the
aggregate excess inclusions with respect to such residual interest securities,
reduced (but not below zero) by the real estate investment trust taxable income
(within the meaning of Code Section 857(b)(2), excluding any net capital gain),
will be allocated among the shareholders of such trust in proportion to the
dividends received by such shareholders from such trust, and any amount so
allocated will be treated as an excess inclusion with respect to a residual
interest security as if held directly by such shareholder. Regulated investment
companies, common trust funds and certain cooperatives are subject to similar
rules. No such regulations have been issued to date and it is unclear how this
provision would be applied in practice.
In addition, the Small Business Job Protection Act of 1996 provides three
rules for determining the effect of excess inclusions on the alternative minimum
taxable income of a residual holder. First, alternative minimum taxable income
for such residual holder is determined without regard to the special rule that
taxable income cannot be less than excess inclusions. Second, a residual
holder's alternative minimum taxable income for a tax year cannot be less than
excess inclusions for the year. Third, the amount of any alternative minimum tax
net operating loss deductions must be computed without regard to any excess
inclusions.
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Restrictions on Ownership and Transfer of Residual Interest
Securities. As a condition to qualification as a REMIC, reasonable
arrangements must be made to prevent the ownership of a residual interest
security by any "disqualified organization." Disqualified organizations include
the United States, any State or political subdivision thereof, any foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, a rural electric or telephone cooperative described in
section 1381(a)(2)(C) of the Code, or any entity exempt from the tax imposed by
sections 1-1399 of the Code, if such entity is not subject to tax on its
unrelated business income. Accordingly, the applicable Pooling and Servicing
Agreement will prohibit disqualified organizations from owning a residual
interest security. In addition, no transfer of a residual interest security will
be permitted unless the proposed transferee shall have furnished to the Trustee
an affidavit representing and warranting that it is neither a Disqualified
Organization nor an agent or nominee acting on behalf of a Disqualified
Organization.
If a residual interest security is transferred to a Disqualified
Organization (in violation of the restrictions set forth above), a substantial
tax will be imposed on the transferor of such residual interest security at the
time of the transfer. In addition, if a Disqualified Organization holds an
interest in a pass-through entity (including, among others, a partnership,
trust, real estate investment trust, regulated investment company, or any person
holding as nominee), that owns a residual interest security, the pass-through
entity will be required to pay an annual tax on its allocable share of the
excess inclusion income of the REMIC. The pass-through entity otherwise liable
for the tax, for any period during which the disqualified organization is the
record holder of an interest in such entity, will be relieved of liability for
the tax if such record holder furnishes to such entity an affidavit that such
record holder is not a disqualified organization and, for such period, the
pass-through entity does not have actual knowledge that the affidavit is false.
Except as may be provided in Treasury regulations not yet issued, any person
holding an interest in a pass-through entity as a nominee for another will, with
respect to such interest, be treated as a pass-through entity. Under the
Taxpayer Relief Act of 1997, large partnerships (generally with 250 or more
partners) will be taxable on excess inclusion income as if all partners were
disqualified organizations.
Under the REMIC Regulations, if a residual interest security is a
"noneconomic residual interest," as described below, such transfer of a residual
interest security to a United States person will be disregarded for all Federal
tax purposes unless no significant purpose of the transfer was to impede the
assessment or collection of tax. A residual interest security is a "noneconomic
residual interest" unless at the time of the transfer (i) the present value of
the expected future distributions on the residual interest security at least
equals the product of the present value of the anticipated excess inclusions and
the highest rate of tax for the year in which the transfer occurs, and (ii) the
transferor reasonably expects that the transferee will receive distributions
from the REMIC at or after the time at which the taxes accrue on the anticipated
excess inclusions in an amount sufficient to satisfy the accrued taxes. A
significant purpose to impede the assessment or collection of tax exists if the
transferor, at the time of the transfer, either knew or should have known that
the transferee would be unwilling or unable to pay taxes
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due on its share of the taxable income of the REMIC. Under final regulations
issued by the Treasury Department on July 19, 2002, a transferor is presumed not
to have such knowledge if (i) the transferor conducted a reasonable
investigation of the financial condition of the transferee, (ii) the transferee
acknowledges to the transferor that the residual interest security may generate
tax liabilities in excess of the cash flow and the transferee represents that it
intends to pay such taxes associated with the residual interest security as they
become due, (iii) the transferee represents that it will not cause income from
the residual interest security to be attributable to a foreign permanent
establishment or fixed base of the transferee or another U.S. taxpayer and (iv)
the transfer satisfies either an "asset test" or "formula test." The "asset
test" requires that the transfer be to certain domestic taxable corporations
with large amounts of gross and net assets where an agreement is made that all
future transfers will be to taxable domestic corporations in transactions that
qualify for the aforementioned "safe harbor." The asset test is not satisfied if
the facts and circumstances known to the transferor reasonably indicate that the
taxes associated with the residual interest security will not be paid.
Meanwhile, the "formula test" requires that the present value of the anticipated
tax liabilities associated with holding the residual interest does not exceed
the sum of (i) the present value of any consideration given to the transferee to
acquire the interest, (ii) the present value of the expected future
distributions on the interest, and (iii) the present value of any anticipated
tax savings associated with holding the interest as the REMIC generates losses.
If a transfer of a "noneconomic residual security" is disregarded, the
transferor would continue to be treated as the owner of the residual interest
security and would continue to be subject to tax on its allocable portion of the
net income of the REMIC.
Foreign Investors. The REMIC Regulations provide that the transfer of a
residual interest security that has a "tax avoidance potential" to a "foreign
person" will be disregarded for federal income tax purposes. This rule appears
to apply to a transferee who is not a U.S. Person unless such transferee's
income in respect of the residual interest security is effectively connected
with the conduct of a United Sates trade or business. A residual interest
security is deemed to have a tax avoidance potential unless, at the time of
transfer, the transferor reasonably expect that the REMIC will distribute to the
transferee amounts that will equal at least 30 percent of each excess inclusion,
and that such amounts will be distributed at or after the time the excess
inclusion accrues and not later than the end of the calendar year following the
year of accrual. If the non-U.S. Person transfers the residual interest security
to a U.S. Person, the transfer will be disregarded, and the foreign transferor
will continue to be treated as the owner, if the transfer has the effect of
allowing the transferor to avoid tax on accrued excess inclusions. The
Agreements will provide that no residual interest security may be transferred to
a non-U.S. Person. In addition, no transfer of a residual interest security will
be permitted unless the proposed transferee shall have furnished to the Trustee
an affidavit representing and warranting that it is not a Non-U.S. Person.
The Agreements provide that any attempted transfer or pledge in violation
of the transfer restrictions shall be absolutely null and void and shall vest no
rights in any purported transferee. Investors in residual interest securities
are advised to consult their
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own tax advisors with respect to transfers of the residual interest securities
and, in addition, pass-through entities are advised to consult their own tax
advisors with respect to any tax which may be imposed on a pass-through entity.
Mark to Market Rules. Prospective purchasers of a residual interest
security should be aware that such a security acquired after January 3, 1995
cannot be marked-to-market.
Administrative Matters. The REMIC's books must be maintained on a
calendar year basis and the REMIC must file an annual federal income tax return.
The REMIC will also be subject to the procedural and administrative rules of the
Code applicable to partnerships, including the determination of any adjustments
to, among other things, items of REMIC income, gain, loss, deduction, or credit,
by the IRS in a unified administrative proceeding.
TAXATION OF THE REMIC
General. Although a REMIC is a separate entity for federal income tax
purposes, a REMIC is not generally subject to entity-level tax. Rather, the
taxable income or net loss of a REMIC is taken into account by the holders of
residual interests. As described above, the regular interests are generally
taxable as debt of the REMIC.
Qualification as a REMIC. The trust estate or one or more designated
pools of the assets of the trust estate may elect to be treated under the Code
as a REMIC in which the regular interest securities and residual interest
securities will constitute the "regular interests" and "residual interests,"
respectively, if a REMIC election is in effect and certain tests concerning (i)
the composition of the REMIC's assets and (ii) the nature of the holders'
interests in the REMIC are met on a continuing basis. A loss of REMIC status
could have a number of consequences for holders. If, as the result of REMIC
disqualification, the trust estate were treated as an association taxable as a
corporation, distributions on the security could be recharacterized in part as
dividends from a non-includible corporation and in part as returns of capital.
Alternatively, distributions on a regular interest security could continue to be
treated as comprised of interest and principal notwithstanding REMIC
disqualification, in which case a cash-basis holder might not be required to
continue to recognize interest and market discount with respect to the security
on a accrual basis. Under the first alternative, a loss of REMIC status would,
and under the second alternative, a loss of REMIC status could cause the
securities and the associated distributions not to be qualified assets and
income for the various purposes of domestic building and loan associations,
FASITs and REITs described under "REMIC Securities -- Status as Real Property
Loans" above, although such a loss would not affect the status of the securities
as "government securities" for REITs. The securities should continue to qualify
as "government securities" for regulated investment companies, regardless of
whether REMIC status is lost.
Calculation of REMIC Income. The taxable income or net loss of a REMIC is
determined under an accrual method of accounting and in the same manner as in
the case of an individual, with certain adjustments. In general, the taxable
income or net loss will be the difference between (i) the gross income produced
by the REMIC's assets,
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including stated interest and any original issue discount or market discount on
loans and other assets, and (ii) deductions, including stated interest and
original issue discount accrued on regular interest securities, amortization of
any premium with respect to loans, and servicing fees and other expenses of the
REMIC. A holder of a residual interest security that is an individual or a
"pass-through interest holder" (including certain pass-through entities, but not
including real estate investment trusts) will be unable to deduct servicing fees
payable on the loans or other administrative expenses of the REMIC for a given
taxable year, to the extent that such expenses, when aggregated with such
holder's other miscellaneous itemized deductions for that year, do not exceed
two percent of such holder's adjusted gross income.
For purposes of computing its taxable income or net loss, the REMIC should
have an initial aggregate tax basis in its assets equal to the aggregate fair
market value of the regular interests and the residual interests on the Startup
Day (generally, the day that the interests are issued). That aggregate basis
will be allocated among the assets of the REMIC in proportion to their
respective fair market values.
The original issue discount provisions of the Code apply to loans of
individuals originated on or after March 2, 1984, and the market discount
provisions apply to loans originated after July 18, 1984. Subject to possible
application of the de minimis rules, the method of accrual by the REMIC of
original issue discount income on such loans will be equivalent to the method
under which securityholders accrue original issue discount (i.e., under the
constant yield method taking into account the Prepayment Assumption). The REMIC
will deduct original issue discount on the regular interest securities in the
same manner that the holders of the regular interest securities include such
discount in income, but without regard to the de minimis rules. See "Taxation of
Regular Interest Securities" above. However, a REMIC that acquires loans at a
market discount must include such market discount in income currently, as it
accrues, on a constant interest basis.
To the extent that the REMIC's basis allocable to loans that it holds
exceeds their principal amounts, the resulting premium, if attributable to
mortgages originated after September 27, 1985, will be amortized over the life
of the loans (taking into account the Prepayment Assumption) on a constant yield
method. Although the law is somewhat unclear regarding recovery of premium
attributable to loans originated on or before such date, it is possible that
such premium may be recovered in proportion to payments of loan principal.
Prohibited Transactions and Contributions Tax. The REMIC will be subject
to a 100% tax on any net income derived from a "prohibited transaction." For
this purpose, net income will be calculated without taking into account any
losses from prohibited transactions or any deductions attributable to any
prohibited transaction that resulted in a loss. In general, prohibited
transactions include: (i) subject to limited exceptions, the sale or other
disposition of any qualified mortgage transferred to the REMIC; (ii) subject to
limited exceptions, the sale or other disposition of a cash flow investment;
(iii) the receipt of any income from assets not permitted to be held by the
REMIC pursuant to the Code; or (iv) the receipt of any fees or other
compensation for services
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rendered by the REMIC. It is anticipated that a REMIC will not engage in any
prohibited transactions in which it would recognize a material amount of net
income. In addition, subject to a number of exceptions, a tax is imposed at the
rate of 100% on amounts contributed to a REMIC after the close of the
three-month period beginning on the Startup Day. The holders of residual
interest securities will generally be responsible for the payment of any such
taxes imposed on the REMIC. To the extent not paid by such holders or otherwise,
however, such taxes will be paid out of the trust fund and will be allocated pro
rata to all outstanding classes of securities of such REMIC.
WITHHOLDING WITH RESPECT TO CERTAIN FOREIGN INVESTORS
Interest paid to or accrued by a beneficial owner of a security who is a
not a U.S. Person (a "foreign person") generally will be considered portfolio
interest and generally will not be subject to United States federal income tax
and withholding tax, provided the interest is not effectively connected with the
conduct of a trade or business within the United States by the foreign person
and the foreign person (i) is not actually or constructively a 10 percent
shareholder of the depositor or its affiliates or a controlled foreign
corporation with respect to which the depositor or its affiliates is a related
person (all within the meaning of the Code) and (ii) provides the Indenture
Trustee or other person who is otherwise required to withhold U.S. tax with
respect to the securities (the "withholding agent") with an appropriate
statement on Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for
United States Tax Withholding). If a security is held through a securities
clearing organization or certain other financial institutions, the organization
or institution may provide the relevant signed statement to the withholding
agent; in that case, however, the signed statement must be accompanied by a Form
W-8BEN provided by the foreign person that owns the security. If the information
shown on Form W-8BEN changes, a new Form W-8BEN must be filed. If interest on
the securities is not portfolio interest, then it will be subject to United
States federal income and withholding tax at a rate of 30 percent, unless
reduced or eliminated pursuant to an applicable tax treaty.
Under recently issued Treasury regulations, a payment to a foreign
partnership is treated, with some exceptions, as a payment directly to the
partners, so that the partners are required to provide any required
certifications. Foreign persons that intend to hold a security through a
partnership or other pass-through entity should consult their own tax advisors
regarding the application of those Treasury regulations to an investment in a
security.
Any capital gain realized on the sale, redemption, retirement or other
taxable disposition of a security by a foreign person will be exempt from United
States federal income and withholding tax, provided that (i) such gain is not
effectively connected with the conduct of a trade or business in the United
States by the foreign person and (ii) in the case of a foreign person who is an
individual, the foreign person is not present in the United States for 183 days
or more in the taxable year.
For purposes of this discussion, the term "U.S. Person" means (i) a citizen
or resident of the United States; (ii) a corporation (or entity treated as a
corporation for
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tax purposes) created or organized in the United States or under the laws of the
United States or of any state including the District of Columbia; (iii) a
partnership (or entity treated as a partnership for tax purposes) organized in
the United States or under the laws of the United States or of any state
including the District of Columbia (unless provided otherwise by future Treasury
regulations); (iv) an estate whose income is includible in gross income for
United States income tax purposes regardless of its source; or (v) 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 U.S. Persons have authority to
control all substantial decisions of the trust. Notwithstanding the last clause
of the preceding sentence, to the extent provided in Treasury regulations,
certain trusts that were in existence on August 20, 1996, that were treated as
U.S. Persons prior to such date and that elect to continue to be treated as U.S.
Persons also will be U.S. Persons.
BACKUP WITHHOLDING
Under federal income tax law, a securityholder, beneficial owner, financial
intermediary or other recipient of a payment on behalf of a beneficial owner may
be subject to "backup withholding" under certain circumstances. Backup
withholding may apply to such person who is a United States person if such
person, among other things, (i) fails to furnish his social security number or
other taxpayer identification number, (ii) furnishes an incorrect taxpayer
identification number, (iii) fails to report properly interest and dividends, or
(iv) under certain circumstances, fails to provide a certified statement, signed
under penalties of perjury, that the taxpayer identification number provided is
correct and that such person is not subject to backup withholding. Backup
withholding may apply, under certain circumstances, to a securityholder who is a
Non-U.S. Person if the securityholder fails to provide securities broker with a
Foreign Person Certification. Backup withholding applies to "reportable
payments," which include interest payments and principal payments to the extent
of accrued original issue discount, as well as distributions of proceeds from
the sale of regular interest securities or residual interest securities. The
backup withholding rate is generally the fourth lowest rate of income tax as in
effect from time to time. Backup withholding, however, does not apply to
payments on a security made to certain exempt recipients, such as tax-exempt
organizations, and to certain Non-U.S. Persons. Securityholders should consult
their tax advisors for additional information concerning the potential
application of backup withholding to payments received by them with respect to a
security.
DUE TO THE COMPLEXITY OF THE FEDERAL INCOME TAX RULES APPLICABLE TO
SECURITYHOLDERS AND THE CONSIDERABLE UNCERTAINTY THAT EXISTS WITH RESPECT TO
MANY ASPECTS OF THOSE RULES, POTENTIAL INVESTORS ARE URGED TO CONSULT THEIR OWN
TAX ADVISORS REGARDING THE TAX TREATMENT OF THE ACQUISITION, OWNERSHIP, AND
DISPOSITION OF THE SECURITIES.
STATE TAX CONSIDERATIONS
In addition to the federal income tax consequences described above,
potential investors should consider the state income tax consequences of the
acquisition, ownership, and disposition of the securities. State income tax law
may differ substantially from the corresponding federal law, and this discussion
does not purport to describe any
103
aspect of the income tax laws of any state. Therefore, potential investors
should consult their own tax advisors with respect to the various state tax
consequences of an investment in the securities.
ERISA CONSIDERATIONS
The following describes certain considerations under ERISA and Section 4975
of the Code, which apply only to securities of a series that are not divided
into subclasses. If securities are divided into subclasses, the prospectus
supplement will contain information concerning considerations relating to ERISA
and the Code that are applicable to such securities.
ERISA and Section 4975 of the Code impose requirements on employee benefit
plans (and on certain other retirement plans and arrangements, including
individual retirement accounts and annuities and certain Keogh plans, and on
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested) (collectively "Plans") subject to ERISA or to
Section 4975 of the Code and on persons who are fiduciaries with respect to such
Plans. Generally, ERISA applies to investments made by Plans. Among other
things, ERISA requires that the assets of Plans be held in trust and that the
trustee, or other duly authorized fiduciary, have exclusive authority and
discretion to manage and control the assets of such Plans. ERISA also imposes
certain duties on persons who are fiduciaries of Plans. Under ERISA, any person
who exercises any discretionary authority or control respecting the management
or disposition of the assets of a Plan is considered to be a fiduciary of such
Plan (subject to certain exceptions not here relevant). 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 ERISA requirements.
Accordingly, assets of such plans may be invested in securities without regard
to the ERISA considerations described above and below, subject to the provisions
of applicable state law. Any such plan which is qualified and exempt from
taxation under Sections 401(a) and 501(a) of the Code, however, is subject to
the prohibited transaction rules set forth in Section 503 of the Code.
In addition to the imposition of general fiduciary standards of investment
prudence and diversification, ERISA prohibits a broad range of transactions
involving Plan assets and persons ("Parties in Interest") having certain
specified relationships to a Plan and imposes additional prohibitions where
Parties in Interest are fiduciaries with respect to such Plan. Certain Parties
in Interest that participate in a prohibited transaction may be subject to
excise taxes imposed pursuant to Section 4975 of the Code, or a penalty imposed
pursuant to Section 502(i) of ERISA, unless a statutory, regulatory or
administrative exemption is available.
On November 13, 1986, the United States Department of Labor (the "DOL")
issued final regulations concerning the definition of what constitutes the
assets of a Plan. Under this regulation, the underlying assets and properties of
corporations, partnerships, trusts and certain other entities in which a Plan
acquires an "equity" interest could be
104
deemed for purposes of ERISA and Section 4975 of the Code to be assets of the
investing Plan in certain circumstances unless certain exceptions apply.
Under the Plan Asset Regulation, the term "equity" interest is defined as
any interest in an entity other than an instrument that is treated as
indebtedness under "applicable local law" and which has no "substantial equity
features." If the securities of a series consist of notes that are not treated
as equity interests in the issuing trust for purposes of the Plan Asset
Regulation, a Plan's investment in such notes would not cause the trust assets
to be deemed Plan assets. However, the depositor, the servicer, the trustee and
the underwriter may be the depositor of or investment advisor with respect to
one or more Plans. Because such parties may receive certain benefits in
connection with the sale of the notes, the purchase of notes using Plan assets
over which any such parties (or any affiliates thereof) has investment authority
might be deemed to be a violation of the prohibited transaction rules of ERISA
and the Code for which no exemption may be available. Accordingly, notes may not
be purchased using the assets of any Plan if the depositor, the servicer, the
trustee, the underwriter or any of their affiliates (a) has investment or
administrative discretion with respect to such Plan assets; (b) has authority or
responsibility to give, or regularly gives, investment advice with respect to
such Plan assets for a fee and pursuant to an agreement of understanding that
such advice (i) will serve as a primary basis for investment decisions with
respect to such Plan assets and (ii) will be based on the particular investment
needs for such Plan; or (c) is an employer maintaining or contributing to such
Plan.
In addition, the issuing trust or an affiliate might be considered or might
become a Party in Interest with respect to a Plan. Also, any holder of
certificates issued by the trust, because of its activities or the activities of
its respective affiliates, may be deemed to be a Party in Interest with respect
to certain Plans, including but not limited to Plans depositored by such holder.
In either case, the acquisition or holding of notes by or on behalf of such a
Plan could be considered to give rise to a prohibited transaction within the
meaning of ERISA and the Code, unless it is subject to one or more exemptions
such as:
- Prohibited Transaction Class Exemption ("PTCE") 84-14, which exempts
certain transactions effected on behalf of a Plan by a "qualified
professional asset manager";
- PTCE 90-1, which exempts certain transactions involving insurance company
pooled separate accounts;
- PTCE 91-38, which exempts certain transactions involving bank collective
investment funds;
- PTCE 95-60, which exempts certain transactions involving insurance
company general accounts; or
- PTCE 96-23, which exempts certain transactions effected on behalf of a
Plan by certain "in-house asset managers."
105
The prospectus supplement for a series of securities may require that Plans
investment in notes represent that the relevant conditions for exemptive relief
under at least one of the foregoing exemptions have been satisfied.
The Plan Asset Regulation provides that, generally, the assets of an entity
in which a Plan invests will not be deemed for purposes of ERISA to be assets of
such Plan if the equity interest acquired by the investing Plan is a
publicly-offered security, or if equity participation by benefit plan investors
is not significant. In general, a publicly-offered security, as defined in the
Plan Asset Regulation, is a security that is widely held, freely transferable
and registered under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Equity participation in an entity by benefit plan investors is
not significant if, after the most recent acquisition of an equity interest in
the entity, less than 25% of the value of each class of equity interest in the
entity is held by "benefit plan investors," which include benefit plans
described in ERISA or under Section 4975 of the Code, whether or not they are
subject to ERISA, as well as entities whose underlying assets include assets of
a Plan by reason of a Plan's investment in the entity.
If no exception under the Plan Asset Regulation applies and if a Plan (or a
person investing Plan assets, such as an insurance company general account)
acquires an equity interest in a trust established for a series of securities,
then the trust assets would be considered to be assets of the Plan. Because the
loans held by the trust may be deemed Plan assets of each Plan that purchases
equity securities, an investment in the securities by a Plan might be a
prohibited transaction under Sections 406 and 407 of ERISA and subject to an
excise tax under Section 4975 of the Code and may cause transactions undertaken
in the course of operating the trust to constitute prohibited transactions,
unless a statutory or administrative exemption applies.
The DOL has issued PTCE 83-1, which exempts from ERISA's prohibited
transaction rules certain transactions relating to the operation of residential
mortgage pool investment trusts and the purchase, sale and holding of "mortgage
pool pass-through certificates" in the initial issuance of such certificates. If
the general conditions (discussed below) of PTEC 83-1 are satisfied, investments
by a Plan in certificates that provide for pass-through payments of principal
and interest and represent beneficial undivided fractional interests in a fixed
investment pool consisting solely of interest-bearing obligations secured by
first or second mortgages or deeds of trust on single-family residential
property, property acquired in foreclosure and undistributed cash ("single
family securities") will be exempt from the prohibitions of Sections 406(a) and
407 of ERISA (relating generally to transactions with Parties in Interest who
are not fiduciaries) if the Plan purchases the single family securities at no
more than fair market value and will be exempt from the prohibitions of ERISA
Sections 406(b)(1) and (2) (relating generally to transactions with fiduciaries)
if, in addition, the purchase is approved by an independent fiduciary, no sales
commission is paid to the pool depositor, the Plan does not purchase more than
25% of all single family securities, and at least 50% of all single family
securities are purchased by persons independent of the pool depositor or pool
trustee. PTCE 83-1 does not provide an exemption for transactions involving
subordinate securities.
106
The discussion in this and the next succeeding paragraph applies only to
single family securities. PTCE 83-1 sets forth three general conditions which
must be satisfied for any transaction to be eligible for exemption:
- the maintenance of a system of insurance or other protection for the
pooled mortgage loans and property securing such loans, and for
indemnifying certificateholders against reductions in pass-through
payments due to property damage or defaults in loan payments in an amount
not less than the greater of one percent of the aggregate principal
balance of all covered pooled mortgage loans or the principal balance of
the largest covered pooled mortgage loan;
- the existence of a pool trustee who is not an affiliate of the pool
depositor; and
- a limitation on the amount of the payment retained by the pool depositor,
together with other funds inuring to its benefit, to not more than
adequate consideration for selling the mortgage loans plus reasonable
compensation for services provided by the pool depositor to the pool.
The depositor believes that the first general condition referred to above
will be satisfied with respect to the certificates issued without a
subordination feature, or the senior certificates only in a series issued with a
subordination feature, provided that the subordination and reserve account,
subordination by shifting of interests, the pool insurance or other form of
credit enhancement described under "Credit Enhancement" in this prospectus (such
subordination, pool insurance or other form of credit enhancement being the
system of insurance or other protection referred to above) with respect to a
series of certificates is maintained in an amount not less than the greater of
one percent of the aggregate principal balance of the loans or the principal
balance of the largest loan. See "Description of the Securities" in this
prospectus. In the absence of a ruling that the system of insurance or other
protection with respect to a series of certificates satisfies the first general
condition referred to above, there can be no assurance that these features will
be so viewed by the DOL. The trustee will not be affiliated with the depositor.
Each Plan fiduciary who is responsible for making the investment decisions
whether to purchase or commit to purchase and to hold single family securities
must make its own determination as to whether the first and third general
conditions, and the specific conditions described briefly in the preceding
paragraphs, of PTCE 83-1 have been satisfied, or as to the availability of any
other prohibited transaction exemptions. Each Plan fiduciary should also
determine whether, under the general fiduciary standards of investment prudence
and diversification, an investment in the certificates is appropriate for the
Plan, taking into account the overall investment policy of the Plan and the
composition of the Plan's investment portfolio.
The DOL has issued to various underwriters individual prohibited
transaction exemptions which generally exempt from the application of certain
prohibited transaction provisions of ERISA and the Code transactions with
respect to the initial purchase, the
107
holding and the subsequent resale by Plans of securities issued by the
investment pools whose assets consist of:
- certain types of secured receivables, secured loans and other secured
obligations, including home equity loans, obligations secured by shares
issued by a cooperative housing association, and obligations that bear
interest or are purchased at a discount and which are secured by
single-family residential real property and/or multi-family residential
real property (including obligations secured by leasehold interests on
residential real property);
- property securing a permitted obligation;
- undistributed cash, cash credited to a "pre-funding account" or a
"capitalized interest account", and certain temporary investments made
therewith; and
- certain types of credit support arrangements, including yield supplement
agreements and interest-rate swaps that meet certain requirements set
forth in exemptions.
The securities covered by the underwriter exemptions include certificates
representing a beneficial ownership interest in the assets of a trust (including
a grantor trust, owner trust or REMIC) and which entitle the holder to payments
of principal, interest and/or other payments made with respect to the assets of
such trust.
Among the conditions that must be satisfied for the underwriter exemptions
to apply are the following:
- the plan must acquire the securities on terms, including the security
price, that are at least as favorable to the plan as they would be in an
arm's-length transaction with an unrelated party;
- the securities must not be subordinated to any other class of securities
issued by the same issuer, unless the securities are issued in a
"designated transaction";
- at the time of acquisition, the securities acquired by the plan must have
received a rating in one of the three (or, in the case of designated
transactions, four) highest generic rating categories from Standard and
Poor's Rating Services, Moody's Investors Service, Inc. or Fitch Ratings,
each referred to herein as a "rating agency";
- the trustee must not be an affiliate of any other member of the
"restricted group";
- the sum of all payments made to and retained by the underwriter must not
total more than reasonable compensation for underwriting the securities,
the sum of all payments made to and retained by the issuer's depositor
for assigning the obligations to the issuer must not total more than the
fair market value of the obligations, and the sum of all payments made to
and retained by any servicer must not total more than reasonable
compensation and expense reimbursement for its services;
- the plan must be an "accredited investor" as defined in Rule 501(a)(1) of
Regulation D of the commission under the Securities Act of 1933; and
108
- in the event that all of the obligations used to fund the issuer have not
been transferred to the issuer on the closing date, additional
obligations having an aggregate value equal to no more than 25% of the
total principal amount of the securities being offered may be transferred
to the issuer under a pre-funding feature within ninety days or three
months following the closing date.
The issuer must also meet the following requirements:
- the assets of the issuer must consist solely of assets of the type that
have been included in other investment pools;
- securities evidencing interests in other investment pools must have been
rated in one of the three (or in the case of designated transactions,
four) highest rating categories by a rating agency for at least one year
prior to the plan's acquisition of securities; and
- investors other than plans must have purchased securities evidencing
interests in the other investment pools for at least one year prior to
the plan's acquisition of securities.
For purposes of the underwriter exemptions, the term "designated
transaction" includes any securitization transaction in which the assets of the
issuer consist solely of home equity loans, obligations secured by shares issued
by a cooperative housing association and/or obligations that bear interest or
are purchased at a discount and which are secured by single-family residential
real property and/or multi-family residential real property (including
obligations secured by leasehold interests on residential real property). Such
home equity loans and residential mortgage loans may be less than fully secured,
provided that:
- the securities acquired by a plan in the designated transaction are not
subordinated to any other class of securities issued by the same issuer;
- at the time of acquisition, the securities acquired by the plan must have
received a rating in one of the two highest generic rating categories
from a rating agency; and
- the obligations must be secured by collateral whose fair market value on
the closing date of the designated transaction is at least equal to 80%
of the sum of (i) the outstanding principal balance due under the
obligation and (ii) the outstanding principal balance of any other
obligations of higher priority (whether or not held by the issuer) which
are secured by the same collateral.
The underwriter exemptions also provide relief from various
self-dealing/conflict of interest prohibited transactions that may occur when a
plan fiduciary causes a plan to acquire securities of an issuer and the
fiduciary, or its affiliate, is an obligor with respect to obligations or
receivables contained in the issuer; provided that, among other requirements:
- in the case of an acquisition in connection with the initial issuance of
the securities, at least fifty percent of each class of securities in
which plans have invested is acquired by persons independent of the
restricted group and at least
109
fifty percent of the aggregate interest in the issuer is acquired by
persons independent of the restricted group;
- the fiduciary, or its affiliate, is an obligor with respect to five
percent or less of the fair market value of the obligations or
receivables contained in the issuer;
- the plan's investment in each class of securities does not exceed
twenty-five percent of all of the securities of that class outstanding at
the time of acquisition; and
- immediately after the plan acquires the securities, no more than
twenty-five percent of the plan's assets for which the person is a
fiduciary are invested in certificates representing an interest in one or
more trusts containing assets sold or serviced by the same entity.
The underwriter exemptions do not apply to plans depositored by a member of
the restricted group, which includes the depositor, the servicer (and any
subservicer), the trustee, the underwriter, any obligor with respect to
obligations or receivables included in the issuer constituting more than five
percent of the aggregate unamortized principal balance of the issuer's assets,
any insurer, the counterparty to any interest-rate swap entered into by the
issuer and any affiliate of these parties.
Prohibited transaction exemption 2000-58 amended the underwriter exemptions
and extended the relief available thereunder to transactions involving the
initial purchase, the holding and the subsequent resale by plans of securities
denominated as debt that are issued by, and are obligations of, investment pools
whose assets are held in trust. The same conditions described above relating to
certificates must also be met with respect to notes. In addition, prior to the
issuance of the notes, the issuer must receive a legal opinion to the effect
that the noteholders will have a perfected security interest in the issuer's
assets. As with certificates, exemptive relief would not be available for plans
depositored by a member of the restricted group.
The prospectus supplement will provide further information that plans
should consider before purchasing the securities. Any plan fiduciary that
proposes to cause a plan to purchase securities is encouraged to consult with
its counsel concerning the impact of ERISA and the Code, the applicability of
PTE 83-1, the availability and applicability of any underwriter exemption or any
other exemptions from the prohibited transaction provisions of ERISA and the
Code and the potential consequences in their specific circumstances, before
making the investment. Moreover, each plan fiduciary should determine whether
under the general fiduciary standards of investment prudence and diversification
an investment in the securities is appropriate for the plan, taking into account
the overall investment policy of the plan and composition of the plan's
investment portfolio.
LEGAL INVESTMENT
The prospectus supplement for each series of securities will specify which,
if any, of the classes of securities offered thereby constitute "mortgage
related securities" for purposes of the Secondary Mortgage Market Enhancement
Act of 1984 ("SMMEA").
110
Classes of securities that qualify as mortgage related securities 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 (including the District of Columbia
and Puerto Rico) whose authorized investments are subject to state regulations
to the same extent as, under applicable law, obligations issued by or guaranteed
as to principal and interest by the United States or any such entities. Under
SMMEA, if a state enacted legislation prior to October 4, 1991 specifically
limiting the legal investment authority of any of these entities with respect to
mortgage related securities, securities will constitute legal investments for
entities subject to such legislation only to the extent provided therein.
Approximately twenty-one states adopted such legislation prior to the October 4,
1991 deadline. SMMEA provides, however, that in no event will the enactment of
this type of legislation affect the validity of any contractual commitment to
purchase, hold or invest in securities, or require the sale or other disposition
of securities, so long as such contractually commitment was made or such
securities were acquired prior to the enactment of the legislation.
SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal in securities
without limitations as to the percentage of their assets represented thereby,
federal credit unions may invest in mortgage related securities, and national
banks may purchase securities for their own account without regard to the
limitations generally applicable to investment securities set forth in 12 U.S.C.
24 (Seventh), subject in each case to such regulations as the applicable federal
authority may prescribe. In this connection, federal credit unions should review
the National Credit Union Administration ("NCUA") Letter to Credit Unions No.
96, as modified by NCUA Letter to Credit Unions No. 108, which includes
guidelines to assist federal credit unions in making investment decisions for
mortgage related securities and the NCUA's regulation "Investment and Deposit
Activities" (12C.F.R. Part 703), which sets forth certain restrictions on
investments by federal credit unions in mortgage related securities (in each
case whether or not the class of securities under consideration for purchase
constituted a mortgage related security).
All depository institutions considering an investment in the securities
(whether or not the class of securities under consideration for purchase
constitutes a mortgage related security) should review the Federal Financial
Institutions Examination Council's Supervisory Policy Statement on the
Securities Activities (to the extent adopted by their respective regulators)
setting forth, in relevant part, certain securities trading and sales practices
deemed unsuitable for an institution's investment portfolio, and guidelines for
(and restrictions on) investing in mortgage derivative products, including
mortgage related securities which are "high-risk mortgage securities" as defined
in the Policy Statement. According to the Policy Statement, high-risk mortgage
securities include securities not entitled to distributions allocated to
principal or interest and subordinate securities. Under the Policy Statement, it
is the responsibility of each depository institution to determine, prior to
purchase (and at stated intervals thereafter), whether a particular mortgage
derivative product is a high-risk mortgage security, and whether the
111
purchase (or retention) of such a product would be consistent with the Policy
Statement.
The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions which may restrict or prohibit investment in
securities which are not "interest bearing" or "income paying."
There may be other restrictions on the ability of certain investors,
including depository institutions, either to purchase securities or to purchase
securities representing more than a specified percentage of the investor's
assets. Investors should consult their own legal advisors in determining whether
and to what extent the securities constitute legal investments for them.
METHOD OF DISTRIBUTION
The securities are being offered hereby in series from time to time (each
series evidencing or relating to a separate trust) through any of the following
methods:
- by negotiated firm commitment underwriting and public reoffering by
underwriters;
- by agency placements through one or more placement agents primarily with
institutional investors and dealers; and
- by placement directly by the depositor with institutional investors.
A prospectus supplement will be prepared for each series which will
describe the method of offering being used for that series and will set forth:
- the identity of any underwriters thereof;
- either the price at which such series is being offered, the nature and
amount of any underwriting discounts or additional compensation to the
underwriters and the proceeds of the offering to the depositor or the
method by which the price at which the underwriters will sell the
securities will be determined;
- information regarding the nature of the underwriters' obligations;
- any material relationship between the depositor and any underwriter; and
- where appropriate, information regarding any discounts or concessions to
be allowed or reallowed to dealers or others and any arrangements to
stabilize the market for the securities so offered.
In firm commitment underwritten offerings, the underwriters will be
obligated to purchase all of the securities of the related series if any of
those securities are purchased. Securities may be acquired by the underwriters
for their own accounts and may be resold from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale.
112
Underwriters and agents may be entitled under agreements entered into with
the depositor to indemnification by the depositor against certain civil
liabilities, including liabilities under the securities Act of 1933, as amended,
or to contribution with respect to payments which such underwriters or agents
may be required to make in respect thereof.
Redwood Trust, Inc. or other affiliates of the depositor may purchase
securities and pledge them to secure indebtedness or, together with its
pledgees, donees, transferees or other successors in interest, sell the
securities, from time to time, either directly or indirectly through one or more
underwriters, underwriting syndicates or designated agents.
If a series is offered other than through underwriters, the prospectus
supplement relating to that series will contain information regarding the nature
of the offering and any agreements to be entered into between the depositor and
purchasers of securities of that series.
LEGAL MATTERS
The validity of the securities will be passed upon for the depositor by
Tobin & Tobin, a professional corporation, San Francisco, California. Certain
federal income tax consequences with respect to the securities will be passed
upon for the depositor by Chapman and Cutler LLP, San Francisco, California.
FINANCIAL INFORMATION
A new trust will be formed with respect to each series of securities and no
trust will engage in any business activities or have any assets or obligations
prior to the issuance of the related series of securities. Accordingly, no
financial statements with respect to any trust will be included in this
prospectus or in the prospectus supplement.
AVAILABLE INFORMATION
The depositor has filed with the SEC a registration statement under the
Securities Act of 1933, as amended, with respect to the securities. This
prospectus, which forms a part of the registration statement, and the supplement
relating to each series of securities contain information set forth in the
registration statement pursuant to the rules and regulations of the SEC. For
further information, reference is made to such registration statement and the
exhibits thereto, which may be inspected and copied at the facilities maintained
by the SEC at its Public Reference Section, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at its regional offices located as follows:
<Table>
Chicago Regional Office, New York Regional Office
500 West Madison Street, Suite 1400 233 Broadway
Chicago, Illinois 60661 New York, New York 10279
</Table>
Please call the SEC at 1-800-732-0330 for further information on the public
reference rooms. The SEC maintains a website at http://www.sec.gov that contains
113
reports, proxy and information statements and other information regarding
registrants including the depositor, that file electronically with the SEC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference some of the information filed
with it, which means that important information can be disclosed by referring to
those documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference in this prospectus shall be deemed to be modified
or superseded for all purposes of this prospectus to the extent that a statement
contained in this prospectus (or in the accompanying supplement) or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference modifies or replaces such statement. Any such statement so modified or
superseded shall not be deemed, except as modified or superseded, to constitute
a part of this prospectus. Neither the depositor nor the servicer for any series
intends to file with the SEC periodic reports with respect to the related trust
following completion of the reporting period required by Rule 15d-1 or
Regulation 15D under the Exchange Act.
All documents filed by or on behalf of the trust referred to in the
accompanying prospectus supplement with the SEC pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act on or after the date of that prospectus
supplement and prior to the termination of any offering of the securities issued
by the trust shall be deemed to be incorporated by reference in this prospectus
and to be a part of this prospectus from the date of the filing of those
documents.
The trust will provide without charge to each person to whom this
prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents referred to above that have been or may be
incorporated by reference in this prospectus (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that this prospectus
incorporates). Requests for these documents should be directed to the corporate
trust office of the trustee specified in the accompanying prospectus supplement.
RATING
It is a condition to the issuance of the securities of each series offered
hereby and by the supplement that they shall be rated in one of the four highest
rating categories by the nationally recognized statistical rating agency or
agencies specified in the prospectus supplement.
Ratings on asset-backed securities address the likelihood of receipt by
securityholders of all distributions on the trust assets. These ratings address
the structural, legal and issuer-related aspects associated with such
securities, the nature of the trust assets and the credit quality of the credit
enhancer or guarantor, if any. Ratings on asset-backed securities do not
represent any assessment of the likelihood of principal prepayments by
mortgagors or of the degree by which actual prepayments might differ from those
originally anticipated. As a result, securityholders might suffer a lower than
114
anticipated yield, and, in addition, holders of stripped securities in extreme
cases might fail to recoup their underlying investments.
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. Further, security ratings do not address the effect of prepayments
on the yield anticipated by the investor. Each security rating should be
evaluated independently of any other security rating.
115
INDEX OF DEFINED TERMS
<Table>
<Caption>
accrual securities.......................................... 35
accrued period.............................................. 87
acquisition premium......................................... 88
adjusted issue price........................................ 87, 96
Agreement................................................... 14
backup withholding.......................................... 103
balloon payment............................................. 15
beneficial owners........................................... 42
buydown..................................................... 21
capital asset............................................... 84
CERCLA...................................................... 77
class security balance...................................... 34
Code........................................................ 33, 84
collateral value............................................ 18
collection account.......................................... 58
components.................................................. 39
contingent interest payment................................. 86
cut-off date................................................ 13
daily portions.............................................. 87
disqualified organization................................... 98
DOL......................................................... 104
DTC......................................................... 11
due on sale................................................. 16
EPA......................................................... 77
ERISA....................................................... 33
evidences of indebtedness................................... 92, 96
Exchange Act................................................ 106
FASIT....................................................... 92
FHA loans................................................... 19
Garn-St. Germain Act........................................ 80
government securities....................................... 85, 92
indemnified party........................................... 67
IRS......................................................... 85
lockout periods............................................. 16
Lower Tier REMIC............................................ 91
mortgage related securities................................. 7, 110
NCUA........................................................ 111
noneconomic residual interest............................... 98
non-REMIC Securities........................................ 84
OID Regulations............................................. 85
</Table>
116
<Table>
<Caption>
Parties in Interest......................................... 104
passive losses.............................................. 95
permitted assets............................................ 92
permitted investments....................................... 50
Plans....................................................... 104
Policy Statement............................................ 111
portfolio income............................................ 95
PTCE........................................................ 105
qualified mortgages......................................... 92
RCRA........................................................ 78
refinance loan.............................................. 18
regular interest securities................................. 91
REIT........................................................ 92
Relief Act.................................................. 82
REMIC....................................................... 84
REMIC Regulations........................................... 84
residual interest securities................................ 94
secured creditor exclusion.................................. 77
single family securities.................................... 106
SMMEA....................................................... 110
strip....................................................... 41
structuring range........................................... 40
Tax Prepayment Assumption................................... 87
thrift institutions......................................... 97
Title V..................................................... 81
Upper Tier REMIC............................................ 91
US person................................................... 102
VA loans.................................................... 19
withholding agent........................................... 102
</Table>
117
THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS
SUPPLEMENT IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED , 2004)
$
[LOGO] SEQUOIA MORTGAGE TRUST
BOND ISSUER
[LOGO] [ ]
DEPOSITOR
<Table>
Consider carefully the risk COLLATERALIZED MORTGAGE BONDS
factors beginning on page S-7 of $ CLASS A-1 BONDS
this prospectus supplement and on $ CLASS B-1 BONDS
page 8 of the prospectus. THE TRUST WILL ISSUE:
- One class of Senior Class A-1 Bonds; and
The bonds are redeemable only - One class of Subordinated Class B-1 Bonds.
under circumstances described in THE BONDS:
this prospectus supplement. - Will be collateralized by primarily year [fixed adjustable] rate,
mortgage loans secured by first liens on one- to four-family
The bonds represent obligations of residential properties;
the trust only and do not - Pay the holders of senior bonds payments of interest and principal from
represent an interest in or the collateral pledged to secure the Bonds and the bond insurance
obligation of the trustee, the policy;
depositor or any of their - Pay the holders of subordinated bonds payments of interest and
affiliates. principal solely from the collateral pledged to secure the bonds; and
- Pay all holders of bonds the amounts of principal and interest due
This prospectus supplement may be thereon on the th day of each month, or if such day is not a
used to offer and sell bonds only business day, the next succeeding business day, commencing on
if accompanied by the prospectus. , 200 .
</Table>
The senior bonds will be unconditionally and irrevocably guaranteed as to
payment of insured payments, as defined in this prospectus supplement, pursuant
to the terms of the financial guaranty insurance policy to be issued:
[INSURER LOGO]
Bonds of each series will be characterized for federal income tax purposes as
debt instruments.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
Important Notice about the Information Presented in this
Prospectus Supplement and the Accompanying Prospectus..... S-3
Where You can Find More Information......................... S-3
Summary..................................................... S-4
Risk Factors................................................ S-7
The Issuer.................................................. S-7
Description of the Bonds.................................... S-8
Credit Enhancement.......................................... S-19
Security for the Bonds...................................... S-19
Servicing of the Mortgage Loans............................. S-27
Use of Proceeds............................................. S-30
Federal Income Tax Consequences............................. S-30
ERISA Matters............................................... S-30
Method of Distribution...................................... S-31
Legal Matters............................................... S-31
Ratings..................................................... S-32
Index of Defined Terms...................................... S-33
</Table>
S-2
IMPORTANT NOTICE ABOUT THE INFORMATION PRESENTED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
We tell you about the bonds in two separate documents that progressively
provide more detail: (1) the accompanying prospectus, which provides general
information, some of which may not apply to your series of bonds, and (2) this
prospectus supplement, which describes the specific terms of your series of
bonds and may be different from the information in the prospectus.
IF THE TERMS OF YOUR SERIES OF BONDS AND ANY OTHER INFORMATION CONTAINED
HEREIN VARY BETWEEN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS,
YOU SHOULD RELY ON THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT.
You can find a listing of the pages where capitalized terms used in this
prospectus supplement are defined under "Index of Defined Terms" beginning on
page S-38 in this prospectus supplement.
The underwriter may engage in transactions that stabilize, maintain, or in
some way affect the price of the bonds. These types of transactions may include
stabilizing the purchase of bonds to cover syndicate short positions and the
imposition of penalty bids. For a description of these activities, please read
the section entitled "Underwriting" in this prospectus supplement.
WHERE YOU CAN FIND MORE INFORMATION
Federal securities law requires the filing of certain information with the
Securities and Exchange Commission (the "SEC"), including annual, quarterly and
special reports, proxy statements and other information. You can read and copy
these documents at the public reference facility maintained by the SEC at
Judiciary Plaza, 450 Fifth Street, NW, Room 1024, Washington, DC 20549. You can
also copy and inspect such reports, proxy statements and other information at
the following regional offices of the SEC:
<Table>
New York Regional Office Chicago Regional Office
233 Broadway 500 West Madison Street, Suite 1400
New York, New York 10279 Chicago, Illinois 60661
</Table>
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. SEC filings are also available to the public on the SEC's web
site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information that we incorporate by
reference is considered to be part of this prospectus supplement, and later
information that we file with the SEC will automatically update and supersede
this information.
This prospectus supplement and the accompanying prospectus are part of a
registration statement filed by the Depositor with the SEC (Registration No.
). You may request a free copy of any of the above filings by writing
or calling:
[DEPOSITOR]
ONE BELVEDERE PLACE, SUITE
MILL VALLEY, CA 94941
(415) 389-7373
You should rely only on the information provided in this prospectus
supplement or the accompanying prospectus or incorporated by reference herein.
We have not authorized anyone else to provide you with different information.
You should not assume that the information in this prospectus supplement or the
accompanying prospectus is accurate as of any date other than the date on the
cover page of this prospectus supplement or the accompanying prospectus or that
the information incorporated by reference herein is accurate as of any date
other than the date stated therein.
S-3
SUMMARY
This summary highlights selected information from this prospectus
supplement and does not contain all the information that you need to consider in
making your investment decision. Please read this entire prospectus supplement
and the accompanying prospectus carefully for additional information about the
Offered Bonds.
OFFERED BONDS
Sequoia Mortgage Trust , collateralized mortgage bonds,
Class A-1 and Class B-1 are the bonds being offered in this prospectus
supplement.
SECURITIES OTHER THAN THE OFFERED BONDS
In addition to the bonds, the investor certificate will be issued but will
not be offered by this prospectus supplement. The investor certificate will
provide limited credit support for the bonds as described in this prospectus
supplement.
DESIGNATIONS
<Table>
Senior bonds -- Class A-1 Bonds
Subordinated bonds -- Class B-1 Bonds
Offered Bonds -- the senior bonds and
the subordinated
bonds
Book-entry bonds -- all classes of bonds
</Table>
BOND ISSUER
The bond issuer, Sequoia Mortgage Trust , is a statutory business
trust established under the laws of the State of Delaware by the deposit trust
agreement, as defined in this prospectus supplement, for the sole purpose of
issuing the bonds and the investor certificate. The depositor settlor and sole
beneficiary of the issuer is [depositor], a Delaware corporation, and [a wholly
owned subsidiary of RWT Holdings Inc.,] a wholly owned subsidiary of Redwood
Trust, Inc., a Maryland corporation. Redwood Trust will be the manager of the
issuer pursuant to a management agreement entered into with the issuer. None of
the depositor, Redwood Trust or the bond trustee has guaranteed or is otherwise
obligated with respect to payment of the bonds, and no other person or entity
other than the issuer is obligated to pay the bonds.
BOND TRUSTEE
, a banking corporation organized under the laws of
.
OWNER TRUSTEE
, a banking corporation organized under the laws of the
state of Delaware.
MASTER SERVICING AGREEMENT
The mortgage loans will be serviced pursuant to a master servicing
agreement dated as of 1, 200 , among the issuer, the bond trustee and
the master servicer.
MASTER SERVICER
will act as master servicer for the mortgage loans.
DEPOSIT TRUST AGREEMENT
The issuer will be established and the investor certificate will be issued
pursuant to a deposit trust agreement dated as of , 200 , among the
depositor and the owner trustee.
INDENTURE
The bonds and the investor certificate will be issued pursuant to an
indenture dated as of , 200 , among the issuer and the bond trustee.
CUT-OFF DATE
, 200
CLOSING DATE
On or about , 200
S-4
DETERMINATION DATE
The th day of each month or, if such day is not a business day, the
first business day thereafter.
PAYMENT DATE
The th day of each month or if such day is not a business day, the
next business day thereafter, commencing in 200 . Payments on each
payment date will be made to bondholders of record as of the related record
date, except that the final payment on the bonds will be made only upon
presentment and surrender of the bonds at the corporate trust office of the bond
trustee.
RECORD DATE
The last business day preceding a payment date unless the bonds are no
longer book-entry bonds in which case the record date is the last business day
of the month preceding the month of a payment date.
PRIORITY OF PAYMENTS
Payments will be made on each payment date from available funds in the
following order of priority:
1. To interest on the senior bonds;
2. To principal of the senior bonds;
3. To interest on the subordinated bonds;
4. To principal of the subordinated bonds;
5. To interest on the investor certificate;
6. To principal of the investor certificate; and
7. To the holder of the investor certificate, all remaining funds.
PAYMENTS OF INTEREST
To the extent funds are available, each class of bonds will be entitled to
receive interest in the amount of the interest payment amount. The interest
accrual period for each class of bonds will be the calendar month preceding the
month of the respective payment date.
PAYMENTS OF PRINCIPAL
To the extent funds are available, principal payments in reduction of the
class principal amount of each class of bonds will be made on each payment date.
STATED MATURITY
The stated maturity for each class of bonds is the date determined by the
Depositor which is years after the payment date immediately following the last
maturity date of any mortgage loan.
OPTIONAL REDEMPTION OF THE BONDS
The bonds may be redeemed at a redemption price equal to 100% of the unpaid
principal amount of such bonds, plus accrued and unpaid interest thereon at the
applicable bond interest rate. The bonds are not otherwise subject to redemption
or call at the option of the issuer nor are they subject to special redemption.
CREDIT ENHANCEMENT
- SUBORDINATION
The subordinated bonds and the investor certificate will provide credit
enhancement for the senior bonds. The investor certificate will provide credit
enhancement for the subordinated bonds.
The rights of holders of the subordinated bonds and the investor
certificate to receive payments with respect to the mortgage loans will be
subordinated to such rights of the holders of the senior bonds, and the rights
of the holder of the investor certificate will be further subordinated to such
rights as the holders of the subordinated bonds.
- BOND INSURANCE POLICY
will issue a financial guaranty insurance policy pursuant to
which it will irrevocably and unconditionally guarantee payment of the insured
payment if the bond trustee determines that available funds for a payment date
are less than the senior bond interest payment amount and the senior bond
principal payment amount. The insurer's claims paying ability is rated by
.
S-5
ADVANCES
The master servicer is obligated to make advances of cash which will be
included with mortgage collections, in an amount equal to the delinquent monthly
payments due on the immediately preceding monthly payment date. The master
servicer is under no obligation to make advances to the extent it determines
such advances are not recoverable from future payments or collections on the
related mortgage loans or to guarantee or insure against losses.
SECURITY FOR THE BONDS
The bonds will be secured by collateral consisting of the following:
- mortgage loans;
- bond account;
- distribution account; or
- any combination of the above.
FEDERAL INCOME TAX CONSEQUENCES
The bonds will be treated as debt for federal income tax purposes, and
interest, including original issue discount with respect to any class of offered
bonds issued with original issue discount, will be taxable to nonexempt
bondholders.
ERISA CONSIDERATIONS
A fiduciary of any employee benefit plan subject to the Employee Retirement
Income Security Act of 1974, as amended, or section 4975 of the Internal Revenue
Code of 1986, as amended, should carefully review with its legal advisors
whether the purchase or holding of Class A Bonds could give rise to a
transaction prohibited or not otherwise permissible under applicable law.
LEGAL INVESTMENT
So long as the Class A Bonds are rated in one of the two highest ratings
categories by at least one nationally recognized statistical rating agency, the
Class A Bonds will constitute "mortgage related securities" under the Secondary
Mortgage Market Enhancement Act of 1984 or SMMEA.
BOND RATING
It is a condition to the issuance of the Class A Bonds that the Class A
Bonds be rated "AAAr" by Standard & Poor's Ratings Services and "Aaa" by Moody's
Investors Service, Inc. Standard & Poor's assigns the additional symbol of "r"
to highlight classes of securities that Standard & Poor's believes may
experience high volatility or high variability in expected returns due to
non-credit risks; however, the absence of an "r" symbol should not be taken as
an indication that a class will exhibit volatility or variability in total
return.
A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning rating
agency. A security rating does not address the frequency of prepayments on the
mortgage loans or the corresponding effect on yield to investors.
USE OF PROCEEDS
The issuer intends to distribute all of the net proceeds of the issuance of
the bonds to the depositor which will apply such proceeds to the purchase of the
mortgage loans.
S-6
RISK FACTORS
INVESTORS SHOULD CONSIDER THE FOLLOWING FACTORS IN CONNECTION WITH THE
PURCHASE OF BONDS. YOU SHOULD ALSO CONSIDER THE RISK FACTORS DESCRIBED IN THE
ACCOMPANYING PROSPECTUS.
CASH FLOW CONSIDERATIONS AND RISKS
The mortgaged property assets of the trust are the sole source of
distributions for the bonds. Even if the mortgaged properties provide adequate
security for the mortgage loans, you could encounter substantial delays in
connection with the liquidation of mortgage loans that are delinquent. This
could result in shortfalls in payments on the bonds if the credit enhancement
created by the overcollateralization of the bonds is insufficient and if
payments under the bond insurance policy were unavailable. Further, liquidation
expenses, such as legal fees, real estate taxes and maintenance and preservation
expenses, will reduce the security for the related mortgage loans and could
thereby reduce the proceeds payable to bondholders. If any of the mortgaged
properties fail to provide adequate security for the related mortgage loans,
bondholders could experience a loss if the credit enhancement created by the
overcollateralization of the bonds has been exhausted and if payments under the
bond insurance policy were unavailable.
CONCENTRATION OF MORTGAGE LOANS COULD ADVERSELY AFFECT YOUR INVESTMENT
Most of the mortgage loans are secured by mortgaged properties located in
and . Consequently, losses and prepayments on the mortgage
loans and the resultant payments on the bonds may be affected significantly by
changes in the housing markets and the regional economies in these areas and by
the the occurrence of natural disasters, such as earthquakes, hurricanes,
tornadoes, tidal waves, mud slides, fires and floods, in these areas.
BANKRUPTCY AND INSOLVENCY RISKS
It is believed that the transfer of the initial mortgage loans from the
seller to the depositor and the depositor to the bond issuer will each be
treated as a sale rather than a secured financing for purposes of state law.
Counsel for the seller will render an opinion on the closing date that in the
event of the bankruptcy of either the seller or the depositor, the mortgage
loans and other assets of the bond issuer would not be considered part of the
seller's or depositor's bankruptcy estates and, thus, would not be available to
their creditors. On the other hand, a bankruptcy trustee or one of the creditors
of the seller or the depositor might challenge this conclusion and argue that
the transfer of the pledge mortgage loans should be characterized as a pledge of
assets in a secured borrowing rather than as a sale. Such an attempt, even if
unsuccessful, might result in delays in payments on the bonds.
THE ISSUER
The issuer is a statutory business trust established under the laws of the
State of Delaware by an amended and restated deposit trust agreement, dated as
of , 200 . The issuer was formed for the sole purpose of
issuing the bonds and the investor certificate. The depositor is the settlor and
sole beneficiary of the issuer and is the owner trustee of
the issuer. The depositor is a limited purpose finance corporation the capital
stock of which is wholly owned by [ ] Redwood Trust, Inc., a Maryland
corporation. Redwood Trust will be the manager of the issuer pursuant to a
management agreement entered into with the issuer. None of the depositor,
Redwood Trust, or any of their respective affiliates has
guaranteed or is otherwise obligated with respect to payment of the bonds and no
person or entity other than the issuer is obligated to pay the bonds, except as
specifically set forth in this prospectus supplement with regard to the bond
insurance policy.
The Issuer's assets will consist almost entirely of the mortgages which
will be pledged to secure the bonds. If the mortgage loans and other collateral
securing the bonds are insufficient for payment of the bonds, it is unlikely
that significant other assets of the issuer will be available for payment of the
bonds. The amount
S-7
of funds available to pay the bonds may be affected by, among other things,
realized losses incurred on defaulted mortgage loans.
The Indenture prohibits the issuer from incurring any indebtedness other
than the bonds, or assuming or guaranteeing the indebtedness of any other
person.
DESCRIPTION OF THE BONDS
GENERAL
The Bonds will be issued pursuant to the Indenture. Set forth below are
summaries of the specific terms and provisions pursuant to which the Bonds will
be issued. The following summaries are subject to, and are qualified in their
entirety by reference to, the provisions of the Indenture. When particular
provisions or terms used in the Indenture are referred to, the actual provisions
(including definitions of terms) are incorporated by reference.
The Sequoia Mortgage Trust , Collateralized Mortgage Bonds
(the "Bonds"), will consist of the Class A-1 Bonds (the "Senior Bonds") and the
Class B-1 Bonds (the "Subordinated Bonds"). The Issuer will also issue the
Investor Certificate (the "Investor Certificate") as described herein. The
Senior Bonds and the Subordinated Bonds are collectively referred to herein as
the "Offered Bonds." Only the Bonds are offered hereby. The Classes of Bonds
will have the respective Bond Interest Rates described on the cover hereof. The
Investor Certificate will bear interest at the "Certificate Interest Rate"
described herein.
The "Class Principal Amount" of (a) the Senior Bonds (the "Senior Class
Principal Amount") as of any Payment Date is the Original Senior Class Principal
Amount reduced by all amounts previously distributed to holders of the Senior
Bonds as payments of principal, (b) the Subordinated Bonds (the "Subordinated
Class Principal Amount") as of any Payment Date is the lesser of (i) the
aggregate of the Stated Principal Balances of the Mortgage Loans, less the
Senior Class Principal Amount immediately prior to such date, and (ii) the
Original Subordinated Class Principal Amount reduced by all amounts previously
distributed to holders of the Subordinated Bonds as payments of principal. The
Senior Bonds will have an original Senior Class Principal Amount of
$ (the "Original Senior Class Principal Amount") and the
Subordinated Bonds will have an original Subordinated Class Principal Amount of
$ (the "Original Subordinated Class Principal Amount"). The
"Invested Amount" of the Investor Certificate as of any Payment Date is the
lesser of (i) the aggregate of the Stated Principal Balances of the Mortgage
Loans, less the sum of (x) the Senior Class Principal Amount and (y) the
Subordinated Class Principal Amount, in each case immediately prior to such
date, and (ii) the Original Invested Amount reduced by all amounts previously
distributed to the holder of the Investor Certificate in reduction of the
Invested Amount. The Investor Certificate will have an original Invested Amount
of approximately $ (the "Original Invested Amount").
BOOK-ENTRY BONDS
The Bonds will be book-entry Bonds (each, a Class of "Book-Entry Bonds").
Persons acquiring beneficial ownership interests in the Bonds ("Bond Owners")
may elect to hold their Bonds through the Depository Trust Company ("DTC") in
the United States, or CEDEL or Euroclear (in Europe) if they are participants of
such systems, or indirectly through organizations which are participants in such
systems. The Book-Entry Bonds will be issued in one or more certificates which
equal the aggregate principal amount of the Bonds and will initially be
registered in the name of Cede & Co., the nominee of DTC. CEDEL and Euroclear
will hold omnibus positions on behalf of their participants through customers'
securities accounts in CEDEL's and Euroclear's names on the books of their
respective depositaries which in turn will hold such positions in customers'
securities accounts in the depositaries' names on the books of DTC. Citibank,
N.A., will act as depositary for CEDEL and The Chase Manhattan Bank will act as
depositary for Euroclear (in such capacities, individually the "Relevant
Depositary" and collectively the "European Depositaries"). Investors may hold
such beneficial interests in the Book-Entry Bonds in minimum denominations
representing Class Principal Amounts of $ and in multiples of
$1,000 in excess thereof. Except as described below, no person acquiring a
Book-Entry Bond (each, a "beneficial owner") will be entitled to receive a
physical
S-8
certificate representing such Bond (a "Definitive Bond"). Unless and until
Definitive Bonds are issued, it is anticipated that the only "Bondholders" of
the Bonds will be Cede & Co., as nominee of DTC. Bond Owners will not be
Bondholders as that term is used in the Indenture. Bond Owners are only
permitted to exercise their rights indirectly through the participating
organizations that utilize the services of DTC, including securities brokers and
dealers, banks and trust companies and clearing corporations and certain other
organizations ("Participants") and DTC.
The beneficial owner's ownership of a Book-Entry Bond will be recorded on
the records of the brokerage firm, bank, thrift institution or other financial
intermediary (each, a "Financial Intermediary") that maintains the beneficial
owner's account for such purpose. In turn, the Financial Intermediary's
ownership of such Book-Entry Bond will be recorded on the records of DTC (or of
a participating firm that acts as agent for the Financial Intermediary, whose
interest will in turn be recorded on the records of DTC, if the beneficial
owner's Financial Intermediary is not a DTC participant, and on the records of
CEDEL or Euroclear, as appropriate).
Bond Owners will receive all payments of principal of, and interest on, the
Bonds from the Bond Trustee through DTC and DTC participants. While the Bonds
are outstanding (except under the circumstances described below), under the
rules, regulations and procedures creating and affecting DTC and its operations
(the "Rules"), DTC is required to make book-entry transfers among Participants
on whose behalf it acts with respect to the Bonds and is required to receive and
transmit payments of principal of, and interest on, the Bonds. Participants and
indirect participants which have indirect access to the DTC system, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a Participant, either directly or indirectly
("Indirect Participants"), with whom Bond Owners have accounts with respect to
Bonds are similarly required to make book-entry transfers and receive and
transmit such payments on behalf of their respective Bond Owners. Accordingly,
although Bond Owners will not possess certificates, the Rules provide a
mechanism by which Bond Owners will receive payments and will be able to
transfer their interest.
Bond Owners will not receive or be entitled to receive certificates
representing their respective interests in the Bonds, except under the limited
circumstances described below. Unless and until Definitive Bonds are issued,
Bond Owners who are not Participants may transfer ownership of Bonds only
through Participants and Indirect Participants by instructing such Participants
and Indirect Participants to transfer Bonds, by book-entry transfer, through DTC
for the account of the purchasers of such Bonds, which account is maintained
with their respective Participants. Under the Rules and in accordance with DTC's
normal procedures, transfers of ownership of Bonds will be executed through DTC
and the accounts of the respective Participants at DTC will be debited and
credited. Similarly, the Participants and Indirect Participants will make debits
or credits, as the case may be, on their records on behalf of the selling and
purchasing Bond Owners.
Because of time zone differences, credits of securities received in CEDEL
or Euroclear as a result of a transaction with a Participant will be made during
subsequent securities settlement processing and dated the business day following
the DTC settlement date. Such credits or any transactions in such securities
settled during such processing will be reported to the relevant Euroclear or
CEDEL Participants on such business day. Cash received in CEDEL or Euroclear as
a result of sales of securities by or through a CEDEL Participant (as defined
herein) or Euroclear Participant (as defined herein) to a DTC Participant will
be received with value on the DTC settlement date but will be available in the
relevant CEDEL or Euroclear cash account only as of the business day following
settlement in DTC. For information relating to tax documentation procedures
relating to the Bonds, see "FEDERAL INCOME TAX CONSEQUENCES -- Withholding with
Respect to Certain Foreign Investors" and "-- Backup Withholding" in the
prospectus and "GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION
PROCEDURES -- Certain U.S. Federal Income Tax Documentation Requirements" in
Annex I hereto.
Transfers between Participants will occur in accordance with DTC Rules.
Transfers between 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
S-9
Relevant Depositary; however, such cross-market transactions will require
delivery of instructions to the relevant European international clearing system
by the counterparty in such system in accordance with its rules and procedures
and within its established deadlines (European time). The relevant European
international clearing system will, if the transaction meets its settlement
requirements, deliver instructions to the Relevant Depositary to take action to
effect final settlement on its behalf by delivering or receiving securities in
DTC, and making or receiving payment in accordance with normal procedures for
same day fund settlement applicable to DTC. CEDEL Participants and Euroclear
Participants may not deliver instructions directly to the European Depositaries.
DTC, which is a New York-chartered limited purpose trust company, performs
services for its participants, some of which (and/or their representatives) own
DTC. In accordance with its normal procedures, DTC is expected to record the
positions held by each DTC participant in the Book-Entry Bonds, whether held for
its own account or as nominee for another person. In general, beneficial
ownership of Book-Entry Bonds will be subject to the rules, regulations and
procedures governing DTC and DTC participants as in effect from time to time.
CEDEL is incorporated under the laws of Luxembourg as a professional
depository. CEDEL holds securities for its participating organizations ("CEDEL
Participants") and facilitates the clearance and settlement of securities
transactions between CEDEL Participants through electronic book-entry changes in
accounts of CEDEL Participants, thereby eliminating the need for physical
movement of certificates. Transactions may be settled in CEDEL in any of 28
currencies, including United States dollars. CEDEL provides to its CEDEL
Participants, among other things, services for safekeeping, administration,
clearance and settlement of internationally traded securities and securities
lending and borrowing. CEDEL interfaces with domestic markets in several
countries. As a professional depository, CEDEL is subject to regulation by the
Luxembourg Monetary Institute. CEDEL participants are recognized financial
institutions around the world, including underwriters, securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations. Indirect access to CEDEL is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a CEDEL Participant, either directly or indirectly.
Euroclear was created in 1968 to hold securities for its participants
("Euroclear Participants") and to clear and settle transactions between
Euroclear Participants through simultaneous electronic book-entry delivery
against payment, thereby eliminating the need for physical movement of
certificates and any risk from lack of simultaneous transfers of securities and
cash. Transactions may be settled in any of 32 currencies, including United
States dollars. Euroclear includes various other services, including securities
lending and borrowing and interfaces with domestic markets in several countries
generally similar to the arrangements for cross-market transfers with DTC
described above. Euroclear is operated by the Brussels, Belgium office of Morgan
Guaranty Trust Company of New York ("Morgan" and in such capacity, the
"Euroclear Operator"), under contract with Euroclear Clearance Systems S.C., a
Belgian cooperative corporation (the "Cooperative"). All operations are
conducted by Morgan, and all Euroclear securities clearance accounts and
Euroclear cash accounts are accounts with the Euroclear Operator, not the
Belgian Cooperative. The Belgian Cooperative establishes policy for Euroclear on
behalf of Euroclear Participants. Euroclear Participants include banks
(including central banks), securities brokers and dealers and other professional
financial intermediaries. Indirect access to Euroclear is also available to
other firms that clear through or maintain a custodial relationship with a
Euroclear Participant, either directly or indirectly.
The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it is
regulated and examined by the Board of Governors of the Federal Reserve System
and the New York State Banking Department, as well as the Belgian Banking
Commission.
Securities clearance accounts and cash accounts with Morgan 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
S-10
payments with respect to securities in Euroclear. All securities in Euroclear
are held on a fungible basis without attribution of specific certificates to
specific securities clearance accounts. The Euroclear Operator acts under the
Terms and Conditions only on behalf of Euroclear Participants, and has no record
of or relationship with persons holding through Euroclear Participants.
Payments on the Book-Entry Bonds will be made on each Distribution Date by
the Bond Trustee to DTC. DTC will be responsible for crediting the amount of
such payments to the accounts of the applicable DTC participants in accordance
with DTC's normal procedures. Each DTC participant will be responsible for
disbursing such payments to the beneficial owners of the Book-Entry Bonds that
it represents and to each Financial Intermediary for which it acts as agent.
Each such Financial Intermediary will be responsible for disbursing funds to the
beneficial owners of the Book-Entry Bonds that it represents.
Under a book-entry format, beneficial owners of the Book-Entry Bonds may
experience some delay in their receipt of payments, since such payments will be
forwarded by the Bond Trustee to Cede & Co., as nominee of DTC. Payments with
respect to Bonds held through CEDEL or Euroclear will be credited to the cash
accounts of CEDEL Participants or Euroclear Participants in accordance with the
relevant system's rules and procedures, to the extent received by the Relevant
Depositary. Such payments will be subject to tax reporting in accordance with
relevant United States tax laws and regulations. See "FEDERAL INCOME TAX
CONSEQUENCES -- Withholding with Respect to Certain Foreign Investors" and
"-- Backup Withholding" in the prospectus. Because DTC can only act on behalf of
Financial Intermediaries, the ability of a beneficial owner to pledge Book-Entry
Bonds to persons or entities that do not participate in the depository system,
or otherwise take actions in respect of such Book-Entry Bond, may be limited due
to the lack of physical certificates for such Book-Entry Bonds. In addition,
issuance of the Book-Entry Bonds in book-entry form may reduce the liquidity of
such Bonds in the secondary market since certain potential investors may be
unwilling to purchase Bonds for which they cannot obtain physical certificates.
Monthly and annual reports on the Issuer will be provided to Cede & Co., as
nominee of DTC, and may be made available by Cede & Co. to beneficial owners
upon request, in accordance with the rules, regulations and procedures creating
and affecting DTC or the Relevant Depositary, and to the Financial
Intermediaries to whose DTC accounts the Book-Entry Bonds of such beneficial
owners are credited.
DTC has advised the Issuer and the Bond Trustee that, unless and until
Definitive Bonds are issued, DTC will take any action permitted to be taken by
the holders of the Book-Entry Bonds under the Indenture only at the direction of
one or more Financial Intermediaries to whose DTC accounts the Book-Entry Bonds
are credited, to the extent that such actions are taken on behalf of Financial
Intermediaries whose holdings include such Book-Entry Bonds. CEDEL or the
Euroclear Operator, as the case may be, will take any other action permitted to
be taken by a Bondholder under the Indenture on behalf of a CEDEL Participant or
Euroclear Participant only in accordance with its relevant rules and procedures
and subject to the ability of the Relevant Depositary to effect such actions on
its behalf through DTC. DTC may take actions, at the direction of the related
Participants, with respect to some Bonds which conflict with actions taken with
respect to other Bonds.
Definitive Bonds will be issued to beneficial owners of the Book-Entry
Bonds, or their nominees rather than to DTC, only if (a) DTC or the Issuer
advises the Bond Trustee in writing that DTC is no longer willing, qualified or
able to discharge properly its responsibilities as nominee and depositary with
respect to the Book-Entry Bonds and the Issuer or the Bond Trustee is unable to
locate a qualified successor or (b) the Issuer, at its sole option, elects to
terminate a book-entry system through DTC.
Upon the occurrence of any of the events described in the immediately
preceding paragraph, the Bond Trustee will be required to notify all beneficial
owners of the occurrence of such event and the availability through DTC of the
Definitive Bonds. Upon surrender by DTC of the global certificate or
certificates representing the Book-Entry Bonds and instructions for
re-registration, the Bond Trustee will issue Definitive Bonds, and thereafter
the Bond Trustee will recognize the holders of such Definitive Bonds as
Bondholders under the Indenture.
S-11
Although DTC, CEDEL and Euroclear have agreed to the foregoing procedures
in order to facilitate transfers of Bonds among participants of DTC, CEDEL and
Euroclear, they are under no obligation to perform or continue to perform such
procedures and such procedures may be discontinued at any time.
None of the Master Servicer, the Company, the Issuer or the Bond Trustee
will have any responsibility for any aspect of the records relating to or
payments made on account of beneficial ownership interests of the Book-Entry
Bonds held by Cede & Co., as nominee of DTC, or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
PAYMENTS ON MORTGAGE LOANS; ACCOUNTS
On or prior to the Closing Date, the Master Servicer will establish and
maintain or cause to be established and maintained a separate account or
accounts for the collection of payments on the Mortgage Loans (the "Collection
Account"). On or prior to the Closing Date, the Bond Trustee will establish an
account (the "Distribution Account"), which will be maintained with the Bond
Trustee in trust for the benefit of the Bondholders. On or prior to the business
day immediately preceding each Payment Date, the Master Servicer will withdraw
from the Collection Account the Bond Distribution Amount for such Payment Date,
to the extent of Available Funds on deposit therein, and will deposit such
amount in the Distribution Account. The "Bond Distribution Amount" for any
Payment Date will equal the sum of (i) the Senior Interest Payment Amount, (ii)
the Senior Principal Payment Amount, (iii) the Subordinated Interest Payment
Amount and (iv) the Subordinated Principal Payment Amount (as each such term is
defined herein). Funds credited to the Bond Account or the Distribution Account
may be invested at the direction of the Company for the benefit and at the risk
of the Company in Permitted Investments, as defined in the Master Servicing
Agreement, that are scheduled to mature on or prior to the business day
preceding the next Payment Date.
PAYMENTS
Payments on the Bonds will be made by the Bond Trustee on [the th day of
each month], or if such day is not a business day, on the first business day
thereafter, commencing in 200 (each, a "Payment Date"), to the
persons in whose names such Bonds are registered at the close of business on the
last business day of the month preceding the month of such Payment Date (the
"Record Date").
Payments on each Payment Date will be made by check mailed to the address
of the person entitled thereto as it appears on the applicable bond register or,
in the case of a Bondholder who holds 100% of a Class of Bonds or who holds
Bonds with an aggregate initial Class Principal Amount of $1,000,000 or more and
who has so notified the Bond Trustee in writing in accordance with the
Indenture, by wire transfer in immediately available funds to the account of
such Bondholder at a bank or other depository institution having appropriate
wire transfer facilities; provided, however, that the final payment in
retirement of the Bonds will be made only upon presentment and surrender of such
Bonds at the Corporate Trust Office of the Bond Trustee.
As more fully described herein, payments will be made on each Payment Date
from Available Funds in the following order of priority: (i) to interest on the
Senior Bonds; (ii) to principal of the Senior Bonds; (iii) to interest on the
Subordinated Bonds; (iv) to principal of the Subordinated Bonds; (v) to interest
on the Investor Certificate; (vi) to principal of the Investor Certificate; and
(vii) to the holder of the Investor Certificate, all remaining Available Funds,
subject to certain limitations set forth herein under " -- Principal."
"Available Funds" with respect to any Payment Date will be equal to the sum
of (i) all scheduled installments of interest (net of the related Expense Fees)
and principal due [on the Due Date in the month] in which such Payment Date
occurs and received prior to the related Determination Date, together with any
Advances in respect thereof; (ii) all proceeds of any primary mortgage guaranty
insurance policies and any other insurance policies with respect to the Mortgage
Loans, to the extent such proceeds are not applied to the restoration of the
related Mortgaged Property or released to the Mortgagor in accordance with the
applicable Servicer's or the Master Servicer's normal servicing procedures
(collectively, "Insurance Proceeds") and all other cash amounts received and
retained in connection with the liquidation of defaulted Mortgage Loans, by
foreclosure or otherwise ("Liquidation Proceeds"), during the [month] preceding
the month of such Payment Date (in each case, net of unreimbursed expenses
incurred in connection with a liquidation or foreclosure and
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unreimbursed Advances, if any); (iii) all partial or full prepayments received
during the [month] preceding the month of such Payment Date; and (iv) amounts
received with respect to such Payment Date as the Substitution Adjustment Amount
or purchase price in respect of a Deleted Mortgage Loan or a Mortgage Loan
purchased by Redwood Trust [or by the Master Servicer or the Company] as of such
Payment Date, reduced by amounts in reimbursement for Advances previously made
and other amounts as to which the applicable Servicer or the Master Servicer is
entitled to be reimbursed pursuant to the Master Servicing Agreement.
On each Payment Date after the Subordinated Class Principal Amount and the
Invested Amount have been reduced to zero, the amount, if any, by which the
Senior Interest Payment Amount and the Senior Principal Payment Amount exceed
the Available Funds, shall be paid by the Insurer to the Senior Bondholders
pursuant to the Bond Insurance Policy.
INTEREST
The Bond Interest Rate for each Class of Bonds for each Payment Date (each,
a "Bond Interest Rate") is described on the cover hereof. On each Payment Date,
to the extent of funds available therefor, each Class of Bonds and the Investor
Certificate will be entitled to receive an amount allocable to interest as
described below (as to each such Class or the Investor Certificate, as
applicable, the "Interest Payment Amount") with respect to the related Interest
Accrual Period. With respect to each Payment Date, the "Interest Accrual Period"
for each Class of Bonds and the Investor Certificate will be the [calendar
month] preceding the month of such Payment Date.
The Interest Payment Amount for the Senior Bonds (the "Senior Interest
Payment Amount") will be equal to the sum of (i) interest at the Senior Bond
Interest Rate on the Senior Class Principal Amount, and (ii) the sum of the
amounts, if any, by which the amount described in clause (i) above on each prior
Payment Date exceeded the amount actually distributed as interest on such prior
Payment Dates and not subsequently distributed. The Interest Payment Amount for
the Subordinated Bonds (the "Subordinated Interest Payment Amount") will be
equal to the sum of (i) interest at the Subordinated Bond Interest Rate on the
Subordinated Class Principal Amount, (ii) interest at the Subordinated Bond
Interest Rate on any Subordinated Principal Carryover Shortfall, (iii) the sum
of the amounts, if any, by which the sum of the amounts described in clauses (i)
and (ii) above on each prior Payment Date exceeded the amount actually
distributed as interest on such prior Payment Dates and not subsequently
distributed (the "Subordinated Interest Carryover Shortfall") and (iv) interest
at the Subordinated Bond Interest Rate on any Subordinated Interest Carryover
Shortfall (to the extent permitted by applicable law). The Interest Payment
Amount for the Investor Certificate (the "Certificate Interest Payment Amount")
will be equal to interest at the Certificate Interest Rate on the Invested
Amount. The Senior Bonds will not be entitled to interest on any Senior Interest
Payment Amount not paid when due prior to such time as the Bonds are declared
immediately due and payable upon the occurrence of an Event of Default as
described herein under "-- Priority of Payments and Allocation of Shortfalls."
The Investor Certificate will not be entitled to interest on any Certificate
Interest Payment Amount not paid when due.
The interest payable on any Payment Date as described above, but not the
entitlement thereto, for the Subordinated Bonds, and in the event of a default
of the Insurer under the Bond Insurance Policy, the Senior Bonds, will be
reduced by their respective proportionate amounts of "Net Interest Shortfalls"
for such Payment Date, if any, based on the amount of interest each Class of
Bonds would otherwise be entitled to receive on such Payment Date before taking
into account any reduction in such amounts resulting from such Net Interest
Shortfalls. With respect to any Payment Date, the "Net Interest Shortfall" is
equal to the amount by which the sum of (i) the amount of interest which would
otherwise have been received with respect to any Mortgage Loan that was the
subject of a Relief Act Reduction and (ii) any Prepayment Interest Shortfalls,
in each case during the calendar month preceding the month of such Payment Date,
exceeds the sum of (i) the Master Servicing Fee for such period and (ii) the
amounts otherwise payable on such Payment Date to the holder of the Investor
Certificate as described in clauses "fifth", "sixth" and "seventh" under
"-- Priority of Payments and Allocation of Shortfalls" below. A "Relief Act
Reduction" is a reduction in the amount of monthly interest payment on a
Mortgage Loan pursuant to the Servicemembers
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Civil Relief Act. A "Prepayment Interest Shortfall" is the amount by which
interest paid by a borrower in connection with a prepayment of principal on a
Mortgage Loan is less than one month's interest at the related Mortgage Rate on
the Stated Principal Balance of such Mortgage Loan.
Accrued interest to be paid on any Payment Date will be calculated, in the
case of each Class of Bonds and the Investor Certificate, on the basis of the
related Class Principal Amount or Invested Amount, as applicable, immediately
prior to such Payment Date. Interest will be calculated and payable on the basis
of a 360-day year divided into twelve 30-day months.
PRINCIPAL
GENERAL. All payments and other amounts received in respect of principal
of the Mortgage Loans will be allocated among the Senior Bonds, the Subordinated
Bonds and the Investor Certificate.
SENIOR PRINCIPAL PAYMENT AMOUNT. On each Payment Date, the Available Funds
remaining after payment of interest with respect to the Senior Bonds, up to the
amount of the Senior Principal Payment Amount for such Payment Date, will be
distributed as principal of the Senior Bonds. The "Senior Principal Payment
Amount" for any Payment Date will equal the Senior Percentage of the sum of (a)
the principal portion of the Scheduled Payment due on each Mortgage Loan [on the
related Due Date], (b) the principal portion of the purchase price of each
Mortgage Loan that was purchased by Redwood Trust or another person pursuant to
the Mortgage Loan Purchase Agreement (as defined herein) [or any optional
purchase by the Master Servicer or the Company of a default Mortgage Loan] as of
such Payment Date, (c) the Substitution Adjustment Amount in connection with any
Deleted Mortgage Loan received with respect to such Payment Date, (d) any
Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal
of Mortgage Loans that are not yet Liquidated Mortgage Loans received during the
[calendar month] preceding the month of such Payment Date, (e) with respect to
each Mortgage Loan that became a Liquidated Mortgage Loan during the [calendar
month] preceding the month of such Payment Date, the Stated Principal Balance of
such Mortgage Loan, and (f) all partial and full principal prepayments by
borrowers received during the [calendar month] preceding the month of such
Payment Date.
"Stated Principal Balance" means, as to any Mortgage Loan and Due Date, the
unpaid principal balance of such Mortgage Loan as of such Due Date, as specified
in the amortization schedule at the time relating thereto (before any adjustment
to such amortization schedule by reason of any moratorium or similar waiver or
grace period), after giving effect to any previous partial principal prepayments
and Liquidation Proceeds received and to the payment of principal due on such
Due Date and irrespective of any delinquency in payment by the related
Mortgagor. The "Pool Principal Balance" with respect to any Payment Date equals
the aggregate of the Stated Principal Balances of the Mortgage Loans outstanding
on the Due Date in the month preceding the month of such Payment Date.
The "Senior Percentage" for any Payment Date is the percentage equivalent
of a fraction the numerator of which is the Senior Class Principal Amount
immediately prior to such date and the denominator of which is the sum of (i)
the Senior Class Principal Amount, (ii) the Subordinated Class Principal Amount
and (iii) the Invested Amount, in each case immediately prior to such date. The
"Subordinated Percentage" for any Payment Date is the percentage equivalent of a
fraction the numerator of which is the Subordinated Class Principal Amount
immediately prior to such date and the denominator of which is the sum of (i)
the Senior Class Principal Amount, (ii) the Subordinated Class Principal Amount
and (iii) the Invested Amount, in each case immediately prior to such date. The
"Investor Percentage" for any Payment Date will be calculated as the difference
between 100% and the sum of the Senior Percentage and the Subordinated
Percentage for such date.
SUBORDINATED PRINCIPAL PAYMENT AMOUNT. On each Payment Date, to the extent
of Available Funds therefor, the Subordinated Principal Payment Amount for such
Payment Date will be distributed as principal of the Subordinated Bonds. The
"Subordinated Principal Payment Amount" for any Payment Date will equal the sum
of (i) the Subordinated Percentage of the sum of (a) the principal portion of
the Scheduled Payment due on each Mortgage Loan [on the related Due Date], (b)
the principal portion of the purchase price of each Mortgage Loan that was
purchased by Redwood Trust or another person pursuant to the Mortgage Loan
S-14
Purchase Agreement [or by the Master Servicer or the Company in connection with
any optional purchase by the Master Servicer of a defaulted Mortgage Loan] as of
such Payment Date, (c) the Substitution Adjustment Amount in connection with any
Deleted Mortgage Loan received with respect to such Payment Date, (d) any
Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal
of Mortgage Loans that are not yet Liquidated Mortgage Loans received during the
[calendar month] preceding the month of such Payment Date, (e) with respect to
each Mortgage Loan that became a Liquidated Mortgage Loan during the [calendar
month] preceding the month of such Payment Date, the Stated Principal Balance of
such Mortgage Loan and (f) all partial and full principal prepayments by
borrowers received during the [calendar month] preceding the month of such
Payment Date and (ii) any Subordinated Principal Carryover Shortfall. The
"Subordinated Principal Carryover Shortfall" for any Payment Date will equal the
excess of (a) the Original Subordinated Class Principal Amount reduced by all
amounts previously distributed to holders of the Subordinated Bonds as payments
of principal or Subordinated Principal Carryover Shortfall, over (b) the
Subordinated Class Principal Amount immediately prior to such date.
INVESTED AMOUNT PAYMENT. On each Payment Date, to the extent of Available
Funds therefor, the Invested Amount Payment for such Payment Date will be
distributed in reduction of the Invested Amount of the Investor Certificate. The
"Invested Amount Payment" for any Payment Date will equal the sum of (i) the
Investor Percentage of the sum of (a) the principal portion of the Scheduled
Payment due on each Mortgage Loan [on the related Due Date], (b) the principal
portion of the purchase price of each Mortgage Loan that was purchased by
Redwood Trust or another person pursuant to the Mortgage Loan Purchase Agreement
(as defined herein) [or any optional purchase by the Master Servicer or the
Company of a defaulted Mortgage Loan] as of such Payment Date, (c) the
Substitution Adjustment Amount in connection with any Deleted Mortgage Loan
received with respect to such Payment Date, (d) any Insurance Proceeds or
Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans that
are not yet Liquidated Mortgage Loans received during the [calendar month]
preceding the month of such Payment Date, and (e) all partial and full principal
prepayments by borrowers received during the [calendar month] preceding the
month of such Payment Date and (ii) with respect to each Mortgage Loan that
became a Liquidated Mortgage Loan during the [calendar month] preceding the
month of such Payment Date, the Liquidation Proceeds allocable to principal
received with respect to such Mortgage Loan, after application of such amounts
pursuant to clause (e) of the definition of Senior Principal Payment Amount and
clause (e) of the definition of Subordinated Principal Payment Amount.
PRIORITY OF PAYMENTS AND ALLOCATION OF SHORTFALLS
Prior to the declaration that the Bonds are due and payable, on any Payment
Date Available Funds will be applied in the following order of priority:
first, to the Senior Interest Payment Amount;
second, to the Senior Principal Payment Amount;
third, to the Subordinated Interest Payment Amount;
fourth, to the Subordinated Principal Payment Amount;
fifth, to the Certificate Interest Payment Amount;
sixth, to the Invested Amount Payment; and
seventh, to the holder of the Investor Certificate, the balance of any
Available Funds remaining in the Bond Account.
If a Realized Loss results in the Stated Principal Balances of the Mortgage
Loans declining in an amount greater than the sum of (i) the payments of
principal on the Senior Bonds, (ii) the payments of principal on the
Subordinated Bonds and (iii) the payment in reduction of the Invested Amount,
the Senior Percentage, the Subordinated Percentage and the Investor Percentage
may shift (as a result of their methods of computation as described above under
"-- Principal") such that funds available in the Distribution Account for
payments of principal on each future Payment Date may be allocated in a higher
ratio to the Senior Bonds
S-15
as a result of such shortfall. This shift of the Senior Percentage, the
Subordinated Percentage and the Investor Percentage may cause the Senior Bonds
to amortize more rapidly, and the Subordinated Bonds and the Investor
Certificate to amortize more slowly, than would otherwise have been the case in
the absence of such shortfalls. An investor should consider the risk that, in
the case of any Bond purchased at a discount, a slower than anticipated rate of
principal payments on the Mortgage Loans could result in an actual yield to such
investor that is lower than the anticipated yield and, in the case of any Bond
purchased at a premium, a faster than anticipated rate of principal payments on
the Mortgage Loans could result in an actual yield to such investor that is
lower than the anticipated yield. In addition, an investor in the Bonds should
consider the risk that there can be no assurance that investors in the Bonds
will be able to reinvest the payments thereon at yields equaling or exceeding
the yields on such Bonds. It is possible that yields on any such reinvestments
will be lower, and may be significantly lower, than the yields on the Bonds. In
general, a "Realized Loss" means, with respect to a Liquidated Mortgage Loan,
the amount by which the remaining unpaid principal balance of the related
Mortgage Loan exceeds the amount of Liquidation Proceeds applied to the
principal balance of the related Mortgage Loan. A "Liquidated Mortgage Loan" is
a defaulted Mortgage Loan as to which the Master Servicer has determined that
all recoverable liquidation and insurance proceeds have been received.
Under the Indenture, an Event of Default will not occur solely due to the
occurrence of Shortfalls that affect only the Subordinated Bonds until all the
Senior Bonds have been paid in full and then only if Shortfalls on the
Subordinated Bonds have not been paid. In addition, an Event of Default by
reason of any Shortfalls that affect the Senior Bonds will occur on any Payment
Date only when the Pool Principal Balance is less than the principal amount of
the Senior Bonds outstanding after application of all available amounts on
deposit in the Distribution Account on such Payment Date. Nevertheless, at any
time following an Event of Default arising from a Shortfall affecting the Senior
Bonds, the holders of outstanding Bonds, whether Senior Bonds or Subordinated
Bonds, representing more than 50% in principal amount of all Bonds then
outstanding, may declare the Bonds due and payable or take any other action
pursuant to the terms of the Indenture. Until the Bonds have been declared due
and payable following an Event of Default, the holders of the Subordinated Bonds
may not request the Bond Trustee to take any action, other than the application
of available funds in the Distribution Account to pay principal and interest as
provided herein, and may not otherwise cause any action to be taken to enforce
the obligation of the Issuer to pay principal and interest on the Subordinated
Bonds. Additionally, prior to the Bonds being declared due and payable following
an Event of Default, the Senior Bonds will not accrue interest in any form on
the interest component of any Shortfall attributable to the Senior Bonds. Should
an Event of Default occur, payments will be allocated on each Payment Date in
accordance with the priorities described herein under "-- Principal", which
would otherwise be applicable on such Payment Date had an Event of Default not
occurred.
If Available Funds are insufficient to make payments on the Senior Bonds,
Senior Bondholders will be dependent upon the ability of the Insurer to meet its
obligations under the Bond Insurance Policy. For any Payment Date, the amount of
Available Funds will be dependent in part upon whether any Realized Losses have
been incurred on the Mortgage Loans during the most recent Prepayment Period.
Realized Losses on the Mortgage Loans will be allocated first to the Investor
Certificate, second to the Subordinated Bonds and third, in the event the
Insurer defaults on its obligations under the Bond Insurance Policy, to the
Senior Bonds.
STATED MATURITY
The Stated Maturity for each Class of Bonds is the date determined by the
Company which is years after the Payment Date immediately following the latest
maturity date of any Mortgage Loan. The Stated Maturity of each Class of Bonds
is , 20 .
STRUCTURING ASSUMPTIONS
Unless otherwise specified, the information in the tables in this
Prospectus Supplement has been prepared on the basis of the following assumed
characteristics of the Mortgage Loans and the following additional
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assumptions (collectively, the "Structuring Assumptions"): (i) the Mortgage Loan
Pool consists of one Mortgage Loan with the following characteristics:
<Table>
<Caption>
ORIGINAL TERM REMAINING TERM
PRINCIPAL NET MORTGAGE IN MATURITY TO MATURITY
BALANCE MORTGAGE RATE RATE (IN MONTHS) (IN MONTHS)
----------------- ------------- ------------ ------------- --------------
$ % %
</Table>
(ii) the Mortgage Loans prepay at the specified constant Prepayment Assumptions,
(iii) no defaults in the payment by Mortgagors of principal of and interest on
the Mortgage Loans are experienced, (iv) scheduled payments on the Mortgage
Loans are received on the first day of each month commencing in the calendar
month following the Closing Date and are computed prior to giving effect to
prepayments received on the last day of the prior month, (v) prepayments are
allocated as described herein without giving effect to loss and delinquency
tests, (vi) there are no Net Interest Shortfalls and prepayments represent
prepayments in full of individual Mortgage Loans and are received on the last
day of each month, commencing in the calendar month of the Closing Date, (vii)
the scheduled monthly payment for each Mortgage Loan has been calculated based
on the assumed mortgage loan characteristics described in item (i) above such
that each such mortgage loan will amortize in amounts sufficient to repay the
principal balance of such assumed mortgage loan by its remaining term to
maturity, (viii) the initial Class Principal Amount or Invested Amount, as
applicable, of each Class of Bonds and the Investor Certificate, respectively,
is as set forth on the cover page hereof and under "SUMMARY -- Securities Other
than the Bonds" herein, (ix) interest accrues on each Class of Bonds and the
Investor Certificate at the applicable interest rate described on the cover
hereof or described herein, (x) payments in respect of the Bonds and the
Investor Certificate are received in cash on the th day of each month
commencing in the calendar month following the Closing Date, (xi) the closing
date of the sale of the Bonds is , 200 , (xii) Redwood Trust is not
required to purchase or substitute for any Mortgage Loan and (xiii) [the Master
Servicer or the Company does not exercise any option to purchase any Mortgage
Loans described herein under "-- Optional Purchase of Defaulted Loans"] and the
Issuer does not exercise any option to redeem the Bonds as described herein
under "-- Redemption at the Option of the Issuer." While it is assumed that each
of the Mortgage Loans prepays at the specified constant Prepayment Assumptions,
this is not likely to be the case. Moreover, discrepancies exist between the
characteristics of the actual Mortgage Loans which will be delivered to the Bond
Trustee and characteristics of the Mortgage Loans assumed in preparing the
tables herein.
Prepayments of mortgage loans commonly are measured relative to a
prepayment standard or model. The model used in this Prospectus Supplement (the
"Prepayment Assumption") represents an assumed rate of prepayment each month
relevant to the then outstanding principal balance of a pool of mortgage loans.
The Prepayment Assumption does not purport to be either an historical
description of the prepayment experience of any pool of mortgage loans or a
prediction of the anticipated rate of prepayment of any pool of mortgage loans,
including the Mortgage Loans. A 100% Prepayment Assumption assumes a Constant
Prepayment Rate ("CPR") of % 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 % per annum in each month thereafter until the
month. Beginning in the month and in each month thereafter during the life of
such mortgage loans, a 100% Prepayment Assumption assumes a CPR of % per
annum each month. As used in the tables below, a % Prepayment Assumption
assumes a prepayment rate equal to % of the Prepayment Assumption.
Correspondingly, a % Prepayment Assumption assumes a prepayment rate equal
to % of the Prepayment Assumption, and so forth.
OPTIONAL PURCHASE OF DEFAULTED LOANS
The Master Servicer or the Company may, at its option, purchase from the
Issuer any Mortgage Loan which is delinquent in payment by days or more.
Any such purchase will be at a price equal to 100% of the Stated Principal
Balance of such Mortgage Loan plus accrued interest thereon at the applicable
Mortgage Rate from the date through which interest was last paid by the related
Mortgagor or advanced to the first day of the month in which such amount is to
be distributed.
S-17
WEIGHTED AVERAGE LIVES OF THE BONDS
The weighted average life of a Bond is determined by (a) multiplying the
amount of the reduction, if any, of the Class Principal Amount of such Bond on
each Payment Date by the number of years from the date of issuance to such
Payment Date, (b) summing the results and (c) dividing the sum by the aggregate
amount of the reductions in Class Principal Amount of such Bond referred to in
clause (a).
For a discussion of the factors which may influence the rate of payments
(including prepayments) of the Mortgage Loans, see "RISK FACTORS -- Yield,
Prepayment and Maturity Risks" herein and "RISK FACTORS -- Prepayment and Yield
Considerations" in the Prospectus.
In general, the weighted average lives of the Bonds will be shortened if
the level of prepayments of principal of the Mortgage Loans increases. However,
the weighted average lives of the Bonds will depend upon a variety of other
factors, including the timing of changes in such rate of principal payments and
the priority sequence of distributions of principal of the Classes of Bonds.
The interaction of the foregoing factors may have different effects on the
Senior Bonds and the Subordinated Bonds and the effects on any Class may vary at
different times during the life of such Class. Accordingly, no assurance can be
given as to the weighted average life of any Class of Bonds. Further, to the
extent the prices of the Bonds represent discounts or premiums to their
respective original Class Principal Amounts, variability in the weighted average
lives of such Classes of Bonds will result in variability in the related yields
to maturity. For an example of how the weighted average lives of the Classes of
Bonds may be affected at various constant Prepayment Assumptions, see the
Decrement Tables below.
DECREMENT TABLES
The following tables indicate the percentages of the initial Class
Principal Amounts of the Classes of Bonds that would be outstanding after each
of the dates shown at various constant Prepayment Assumptions and the
corresponding weighted average lives of such Classes. The tables have been
prepared on the basis of the Structuring Assumptions. It is not likely that (i)
all of the Mortgage Loans will have the characteristics assumed, (ii) all of the
Mortgage Loans will prepay at the constant Prepayment Assumptions specified in
the tables or at any constant Prepayment Assumption or (iii) all of the Mortgage
Loans will prepay at the same rate. Moreover, the diverse remaining terms to
maturity of the Mortgage Loans could produce slower or faster principal payments
than indicated in the tables at the specified constant Prepayment Assumptions,
even if the weighted average remaining term to maturity of the Mortgage Loans is
consistent with the remaining terms to maturity of the Mortgage Loans specified
in the Structuring Assumptions.
PERCENT OF INITIAL CLASS PRINCIPAL AMOUNTS OUTSTANDING
[DECREMENT TABLES]
REDEMPTION AT THE OPTION OF THE ISSUER
The Bonds may be redeemed in whole, but not in part, at the Issuer's
option, on any Payment Date on or after the earlier of (a) years after the
initial issuance of the Bonds and (b) the Payment Date on which the sum of (i)
the Senior Class Principal Amount (ii) the Subordinated Class Principal Amount
and (iii) the Invested Amount, after giving effect to payments to be made on
such Payment Date, is % or less of the aggregate of the Stated Principal
Balances of the Mortgage Loans as of the Cut-off Date, at a redemption price
equal to 100% of the unpaid principal amount of such Bonds (including, in the
case of the Subordinated Bonds, any unpaid Subordinated Principal Carryover
Shortfall), plus accrued and unpaid interest at the applicable Bond Interest
Rate through the month preceding the month in which such optional redemption
date occurs. The Bonds are not otherwise subject to call or redemption at the
option of the Issuer nor are they subject to special redemption.
S-18
Notice of any redemption to be made at the option of the Issuer must be
given by the Issuer to the Bond Trustee not less than 30 days prior to the
redemption date and must be mailed by the Issuer or the Bond Trustee to affected
Bondholders at least ten days prior to the redemption date.
CONTROLLING CLASS UNDER THE INDENTURE
For the purposes described in the prospectus under the headings "The
Indenture -- Modification of Indenture," "-- Events of Default" and "Rights Upon
Event of Default," the "Controlling Class" shall be the Class A-1 Bondholders
or, if the Class A-1 Bonds are no longer outstanding, the Class B-1 Bondholders.
CREDIT ENHANCEMENT
Credit enhancement for the Senior Bonds will be provided by the
Subordinated Bonds, by the Investor Certificate and by the Bond Insurance Policy
(as defined herein). Credit enhancement for the Subordinated Bonds will be
provided by the Investor Certificate.
SUBORDINATION
The rights of holders of the Subordinated Bonds and the Investor
Certificate to receive payments with respect to the Mortgage Loans will be
subordinated to such rights of the holders of the Senior Bonds and the rights of
the holders of the Investor Certificate will be subordinated to such rights of
the holders of the Subordinated Bonds, in each case only to the extent described
herein.
The subordination of the Subordinated Bonds and the Investor Certificate to
the Senior Bonds and the further subordination of the Investor Certificate to
the Subordinated Bonds are each intended to increase the likelihood of timely
receipt by the holders of Bonds with higher relative payment priority of the
maximum amount to which they are entitled on any Payment Date and to provide
such holders protection against losses resulting from defaults on Mortgage Loans
to the extent described herein. However, the amount of protection afforded the
Subordinated Bondholders by subordination of the Investor Certificate may be
exhausted and Shortfalls in payments on the Subordinated Bonds could result. Any
losses realized on the Mortgage Loans in excess of the protection afforded by
the Investor Certificate will result in losses on the Subordinated Bonds.
THE BOND INSURANCE POLICY
[DESCRIPTION OF THE BOND INSURANCE POLICY]
THE INSURER
[DESCRIPTION OF THE INSURER]
SECURITY FOR THE BONDS
GENERAL
The Bonds will be secured by assignments to the Bond Trustee of collateral
consisting of (i) the Mortgage Loans, (ii) funds on deposit in the Bond Account
and the Distribution Account, (iii) the Issuer's rights under the Master
Servicing Agreement, (iv) [the Issuer's rights under any Servicing Agreement,]
(v) the Issuer's rights under the Mortgage Loan Purchase Agreement (as defined
herein), and (vi) the proceeds of all of the foregoing.
THE MORTGAGE LOANS
The Bonds will be secured by a pool (the "Mortgage Loan Pool") of
-year conventional mortgage loans secured by first liens on one- to
four-family residential properties (each, a "Mortgaged Property"). None of the
Mortgage Loans will be guaranteed by any governmental agency. All of the
Mortgage Loans will have been deposited with the Issuer by the Company which, in
turn, will have acquired them from Redwood Trust
S-19
pursuant to an agreement (the "Mortgage Loan Purchase Agreement") between the
Company and Redwood Trust. All of the Mortgage Loans will have been acquired by
Redwood Trust in the ordinary course of its business and substantially in
accordance with the underwriting criteria specified herein.
GENERAL. Under the Mortgage Loan Purchase Agreement, Redwood Trust will
make certain representations, warranties and covenants to the Company relating
to, among other things, the due execution and enforceability of the Mortgage
Loan Purchase Agreement and certain characteristics of the Mortgage Loans and,
subject to the limitations described below under "-- Assignment of Mortgage
Loans," will be obligated to purchase or substitute a similar mortgage loan for
any Mortgage Loan as to which there exists deficient documentation or an uncured
material breach of any such representation, warranty or covenant. Under the
Deposit Trust Agreement, the Company will assign all of its rights under the
Mortgage Loan Purchase Agreement to the Issuer. Under the Indenture, the Issuer
will pledge all its right, title and interest in and to such representations,
warranties and covenants (including Redwood Trust's purchase obligation) to the
Bond Trustee for the benefit of the Bondholders. The Issuer will make no
representations or warranties with respect to the Mortgage Loans and will have
no obligation to repurchase or substitute Mortgage Loans with deficient
documentation or which are otherwise defective. The obligations of Redwood Trust
with respect to the Bonds are limited to Redwood Trust's obligation to purchase
or substitute Mortgage Loans with deficient documentation or which are otherwise
defective under the Mortgage Loan Purchase Agreement.
Certain information with respect to the Mortgage Loan Pool is set forth
below. Prior to the Closing Date, Mortgage Loans may be removed from the
collateral and other Mortgage Loans may be substituted therefor. The Issuer
believes that the information set forth herein with respect to the Mortgage
Loans as presently constituted is representative of the characteristics of the
Mortgage Loans as they will be constituted at the Closing Date, although certain
characteristics of the Mortgage Loans in the Mortgage Loan Pool may vary. Unless
otherwise indicated, information presented below expressed as a percentage
(other than rates of interest) are approximate percentages based on the Stated
Principal Balances of the Mortgage Loans as of the Cut-off Date.
As of the Cut-off Date, the aggregate of the Stated Principal Balances of
the Mortgage Loans is expected to be approximately $ (the "Cut-off Date
Pool Principal Balance"). [The Mortgage Loans provide for the amortization of
the amount financed over a series of substantially equal monthly payments.] All
of the Mortgage Loans provide for payments due on the first day of each month
(the "Due Date"). At origination, substantially all of the Mortgage Loans had
stated terms to maturity of years. Scheduled monthly payments made by the
Mortgagors on the Mortgage Loans ("Scheduled Payments") either earlier or later
than the scheduled Due Dates thereof will not affect the amortization schedule
or the relative application of such payments to principal and interest.
[Mortgagors may prepay their Mortgage Loans at any time without penalty.]
Each Mortgage Loan will bear interest at a [fixed][adjustable] Mortgage
Rate. [Each Mortgage Loan will bear interest at a Mortgage Rate, subject to
annual adjustment on the first day of the month specified in the related
Mortgage Note (each such date, an "Adjustment Date"), equal to the sum, rounded
to the nearest of one percentage point ( %), of (i)
(the "Index") as made available by the and most recently available
as of days prior to the Adjustment Date and (ii) a fixed percentage amount
specified in the related Mortgage Note (the "Margin") provided, however, that
the Mortgage Rate will not increase or decrease by more than percentage points
( %), except for Mortgage Loans, representing approximately % of
the Cut-off Date Pool Principal Balance which will not increase or decrease by
more than percentage points ( %), on the first Adjustment Date or more
than percentage points ( %) on any Adjustment Date thereafter (the
"Periodic Rate Cap"). The Index with respect to any Bond Interest Rate and any
Payment Date shall be the Index in effect as of the first day of the month
preceding the month in which such Payment Date occurs.]
[All of the Mortgage Loans provide that over the life of the Mortgage Loan
the Mortgage Rate will in no event increase by more than the Mortgage Rate fixed
at origination plus a fixed number of percentage points specified in the related
Mortgage Note (such rate, the "Maximum Rate"). None of the Mortgage Loans are
subject to minimum Mortgage Rates. Effective with the first payment due on a
Mortgage Loan after each
S-20
related Adjustment Date, the Scheduled Payment will be adjusted to an amount
which will pay interest at the adjusted rate and fully amortize the
then-outstanding principal balance of the Mortgage Loan over its remaining term.
If the Index ceases to be published or is otherwise unavailable, the Master
Servicer will select an alternative index based upon comparable information.]
Each Mortgage Loan is, by its terms, assumable in connection with a
transfer of the related Mortgaged Property if the proposed transferee submits
certain information to the Master Servicer required to enable it to evaluate the
transferee's ability to repay the Mortgage Loan and if the Master Servicer
reasonably determines that the security for the Mortgage Loan would not be
impaired by the assumption. See "RISK FACTORS" herein and in the Prospectus.
Each Mortgage Loan was originated on or after , 19 .
The latest stated maturity date of any Mortgage Loan is , 20 .
The earliest stated maturity date of any Mortgage Loan is , 20 .
[As of the Cut-off Date, no Mortgage Loan was delinquent more than
days.]
[None of the Mortgage Loans are subject to buydown agreements.] [No
Mortgage Loan provides for deferred interest or negative amortization.]
No Mortgage Loan had a Loan-to-Value Ratio at origination of more than
%. [Except for Mortgage Loans, representing approximately % of
the Cut-off Date Pool Principal Balance,] each Mortgage Loan with a
Loan-to-Value Ratio at origination of greater than 80% is covered by a primary
mortgage insurance policy (each a "Primary Mortgage Insurance Policy") issued by
a mortgage insurance company acceptable to the Federal National Mortgage
Association ("FNMA"), the Federal Home Loan Mortgage Corporation ("FHLMC") or
any nationally recognized statistical rating organization, which policy provides
coverage of a portion of the original principal balance of the related Mortgage
Loan equal to the product of the original principal balance thereof and a
fraction, the numerator of which is the excess of the original principal balance
of the related Mortgage Loan over 75% of the lesser of the appraised value and
selling price of the related Mortgage Property and the denominator of which is
the original principal balance of the related Mortgage Loan, plus accrued
interest thereon and related foreclosure expenses. No such Primary Mortgage
Insurance Policy will be required with respect to any such Mortgage Loan after
the date on which the related Loan-to-Value Ratio is 80% or less or, based on a
new appraisal, the principal balance of such Mortgage Loan represents 80% or
less of the new appraised value. See "-- Underwriting Standards" herein.
The "Loan-to-Value Ratio" of a Mortgage Loan at any given time is a
fraction, expressed as a percentage, the numerator of which is the principal
balance of the related Mortgage Loan at the date of determination and the
denominator of which is (a) in the case of a purchase, the lesser of the selling
price of the Mortgaged Property and its appraised value determined in an
appraisal obtained by the originator at origination of such Mortgage Loan, or
(b) in the case of a refinance, the appraised value of the Mortgaged Property at
the time of such refinance. No assurance can be given that the value of any
Mortgaged Property has remained or will remain at the level that existed on the
appraisal or sales date. If residential real estate values generally or in a
particular geographic area decline, the Loan-to-Value Ratios might not be a
reliable indicator of the rates of delinquencies, foreclosures and losses that
could occur with respect to such Mortgage Loans.
S-21
The following information sets forth in tabular format certain information,
as of the Cut-off Date, as to the Mortgage Loans. Other than with respect to
rates of interest, percentages (approximate) are stated by Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date and have been rounded in
order to total 100%.
<Table>
<Caption>
ORIGINAL LOAN-TO-VALUE RATIOS(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
ORIGINAL LOAN-TO-VALUE RATIOS(%) LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
$ %
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) The weighted average original Loan-to-Value Ratio of the Mortgage Loans is
expected to be approximately %.
<Table>
<Caption>
ORIGINAL TERMS TO MATURITY(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
ORIGINAL TERM TO MATURITY (MONTHS) LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
$ %
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) As of the Cut-off Date, the weighted average remaining term to maturity of
the Mortgage Loans is expected to be approximately months.
S-22
<Table>
<Caption>
CURRENT MORTGAGE LOAN PRINCIPAL BALANCE(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
RANGE OF CURRENT MORTGAGE LOAN PRINCIPAL BALANCES LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
$ %
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) As of the Cut-off Date, the average current Mortgage Loans principal balance
is expected to be approximately $ .
<Table>
<Caption>
CURRENT MORTGAGE RATES(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
CURRENT MORTGAGE RATES(%) LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
$ %
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) As of the Cut-off Date, the weighted average Mortgage Rate of the Mortgage
Loans is expected to be approximately % per annum.
S-23
<Table>
<Caption>
PURPOSE OF MORTGAGE LOANS
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
LOAN PURPOSE LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
Purpose................................................ $ %
Refinance (Rate or Term)...............................
Refinance (Cash-out)...................................
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
<Table>
<Caption>
STATE DISTRIBUTION OF MORTGAGED PROPERTIES(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
STATE LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
$ %
Other(1)...............................................
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) Other includes other states, and the District of Columbia, with under %
concentrations individually. No more than approximately % of the Mortgage
Loans will be secured by Mortgaged Properties located in any one postal zip
code area.
<Table>
<Caption>
DOCUMENTATION FOR MORTGAGE LOANS
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
TYPE OF PROGRAM LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
Full................................................... $ %
Alternative............................................
Reduced................................................
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
<Table>
<Caption>
OCCUPANCY TYPES(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
OCCUPANCY TYPE LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
Primary Home........................................... $ %
Investor...............................................
Second Home............................................
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) Based upon representations of the related Mortgagors at the time of
origination.
S-24
<Table>
<Caption>
PROPERTY TYPE
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
PROPERTY TYPE LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
Single Family.......................................... $ %
Planned Unit Development
Condominium............................................
2-4 Units..............................................
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
<Table>
<Caption>
MAXIMUM MORTGAGE RATES(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
LIFETIME CAPS(%) LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
$ %
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) As of the Cut-off Date, the weighted average Lifetime Cap of the Mortgage
Loans is expected to be approximately % per annum.
<Table>
<Caption>
MARGIN(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
MARGIN LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
$ %
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) As of the Cut-off Date, the weighted average margin of the Mortgage Loans is
expected to be approximately %.
S-25
<Table>
<Caption>
NEXT NOTE RATE ADJUSTMENT DATES(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
MONTHS LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
$ %
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) As of the Cut-off Date, the weighted average months to the next Adjustment
Date of the Mortgage Loans was approximately months.
THE INDEX
[DESCRIPTION OF INDEX]
ASSIGNMENT OF THE MORTGAGE LOANS
Pursuant to the Indenture, the Issuer on the Closing Date will pledge,
transfer, assign, set over and otherwise convey without recourse to the Bond
Trustee in trust for the benefit of the Bondholders all right, title and
interest of the Issuer in and to each Mortgage Loan and all right, title and
interest in and to all other assets included in the Collateral, including all
principal and interest received on or with respect to the Mortgage Loans,
exclusive of principal and interest due on or prior to the Cut-off Date.
In connection with such transfer and assignment, the Issuer will deliver or
cause to be delivered to the Bond Trustee, or a custodian for the Bond Trustee,
among other things, the original promissory note (the "Mortgage Note") (and any
modification or amendment thereto) endorsed in blank without recourse, the
original instrument creating a first lien on the related Mortgaged Property (the
"Mortgage") with evidence of recording indicated thereon, an assignment in
recordable form of the Mortgage, the title policy with respect to the related
Mortgaged Property and, if applicable, all recorded intervening assignments of
the Mortgage and any riders or modifications to such Mortgage Note and Mortgage
(except for any such document not returned from the public recording office,
which will be delivered to the Bond Trustee as soon as the same is available to
the Issuer) (collectively, the "Mortgage File"). [Assignments of the Mortgage
Loans to the Bond Trustee (or its nominee) will be recorded in the appropriate
public office for real property records, except in states such as California
where, in the opinion of counsel, such recording is not required to protect the
Bond Trustee's interest in the Mortgage Loans against the claim of any
subsequent transferee or any successor to or creditor of the Issuer.]
The Bond Trustee will review each Mortgage File within days of the
Closing Date (or promptly after the Bond Trustee's receipt of any document
permitted to be delivered after the Closing Date) and if any document in a
Mortgage File is found to be missing or defective in a material respect and the
Issuer does not cure such defect within days of notice thereof from the
Bond Trustee (or within such longer period not to exceed days after the
Closing Date as provided in the Mortgage Loan Purchase Agreement in the case of
missing documents not returned from the public recording office), Redwood Trust
will be obligated to purchase the related Mortgage Loan. Rather than purchase
the Mortgage Loan as provided above, Redwood
S-26
Trust may remove such Mortgage Loan (a "Deleted Mortgage Loan") from the
Collateral and substitute in its place another mortgage loan (a "Replacement
Mortgage Loan"). Any Replacement Mortgage Loan generally will, on the date of
substitution, among other characteristics set forth in the Mortgage Loan
Purchase Agreement, (i) have a principal balance, after deduction of all
Scheduled Payments due in the month of substitution, not in excess of, and not
more than % less than, the Stated Principal Balance of the Deleted Mortgage
Loan (the amount of any shortfall to be deposited in the Bond Account by Redwood
and held for distribution to the Bondholders on the related Payment Date (a
"Substitution Adjustment Amount")), (ii) have a Mortgage Rate not lower than,
and not more than % per annum higher than, that of the Deleted Mortgage Loan,
(iii) have a Loan-to-Value Ratio not higher than that of the Deleted Mortgage
Loan, (iv) have a remaining term to maturity not greater than (and not more than
less than) that of the Deleted Mortgage Loan, and (v) comply with all
of the representations and warranties set forth in the Mortgage Loan Purchase
Agreement as of the date of substitution. This cure, purchase or substitution
obligation constitutes the sole remedy available to Bondholders or the Bond
Trustee for omission of, or a material defect in, a Mortgage Loan document.
UNDERWRITING STANDARDS
All of the Mortgage Loans have been purchased by Redwood Trust in the
ordinary course of business directly from banks, savings and loan associations,
mortgage bankers and other mortgage loan originators (each, an "Originator") or
in the secondary market. Redwood Trust approves individual institutions as
eligible Originators after an evaluation of certain criteria, including the
Originator's mortgage origination and servicing experience and financial
stability. Each Originator and/or the entity from which Redwood Trust purchased
the Mortgage Loans will represent and warrant that all Mortgage Loans originated
and/or sold by it will have been underwritten in accordance with standards
consistent with those utilized by mortgage lenders generally during the period
of origination.
Underwriting standards are applied by or on behalf of a lender to evaluate
the borrower's credit standing and repayment ability, and the value and adequacy
of the related Mortgaged Property as collateral. In general, a prospective
borrower applying for a loan is required to fill out a detailed application
designed to provide to the underwriting officer pertinent credit information. As
part of the description of the borrower's financial condition, the borrower
generally is required to provide a current list of assets and liabilities and a
statement of income and expense, as well as 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. In most cases, an employment
verification is obtained from an independent source (typically the borrower's
employer) which verification reports, among other things, the length of
employment with that organization, the current salary, and whether it is
expected that the borrower will continue such employment in the future. If a
prospective borrower is self-employed, the borrower may be required to submit
copies of signed tax returns. The borrower may also be required to authorize
verification of deposits at financial institutions where the borrower has demand
or savings accounts.
SERVICING OF THE MORTGAGE LOANS
THE MASTER SERVICER
will act as Master Servicer. The principal executive offices of
are located at .
The Master Servicer will be responsible for servicing the Mortgage Loans in
accordance with the terms set forth in the Master Servicing Agreement. The
Master Servicer may perform its servicing obligations under the Master Servicing
Agreement through one or more servicers (each, a "Servicer"). On or prior to the
Closing Date, the Master Servicer may enter into a mortgage servicing agreement
(each, a "Servicing Agreement") with each Servicer pursuant to which such
Servicer will perform certain servicing functions with respect to the Mortgage
Loans. The Master Servicer will administer and supervise the performance of each
Servicer, who may in turn be administering and supervising the performance of
subservicers of the Mortgage
S-27
Loans. Notwithstanding any such servicing arrangements, the Master Servicer will
remain liable for its servicing duties and obligations under the Master
Servicing Agreement.
SERVICING AND COLLECTION PROCEDURES
Under the Master Servicing Agreement, the Master Servicer's servicing
functions include collection and remittance of principal and interest payments,
administration of mortgage escrow accounts, collection of certain insurance
claims and, if necessary, foreclosure.
On or before the Closing Date, the Master Servicer will establish one or
more accounts (the "Collection Account") into which it will remit collections on
the Mortgage Loans (net of its related master servicing compensation). For
purposes of the Master Servicing Agreement, , as Master Servicer, will
be deemed to have received any amounts with respect to the Mortgage Loans that
are received by a Servicer regardless of whether such amounts are remitted by
the Servicer to the Master Servicer.
FORECLOSURE, DELINQUENCY AND LOSS EXPERIENCE
The following table summarizes the delinquency, foreclosure and loss
experience, respectively, as of December 31, , December 31, and
December 31, on approximately $ , $ and $ ,
respectively, in outstanding principal balance of conventional mortgage loans
master serviced by . commenced master servicing
conventional mortgage loans during . The delinquency and foreclosure
percentages and the loss experience may be affected by the size and relative
lack of seasoning of the servicing portfolio because many of such mortgage loans
were not outstanding long enough to give rise to some or all of the indicated
periods of delinquency. Accordingly, the information should not be considered as
a basis for assessing the likelihood, amount or severity of delinquency or
losses on the Mortgage Loans, and no assurances can be given that the
foreclosure, delinquency and loss experience presented in the table below will
be indicative of such experience on the Mortgage Loans in the future:
<Table>
<Caption>
AS OF AS OF AS OF
DECEMBER 31, DECEMBER 31, DECEMBER 31,
199 199 199
------------ ------------ ------------
Total Number of Conventional Mortgage Loans in
Portfolio...........................................
Delinquent Mortgage Loans and Pending Foreclosures at
Period End (1):.....................................
30-59 days.......................................
60-89............................................
90 days or more (excluding foreclosures).........
Total Delinquencies..............................
Foreclosures pending
Total delinquencies and foreclosures pending........
Net Loss(2)...........................................
</Table>
- ---------------
(1) As a percentage of the total number of loans master serviced.
(2) There is no material difference between gross loss and net loss.
There can be no assurance that factors beyond the Master Servicer's
control, such as national or local economic conditions or downturns in the real
estate markets of its lending areas, will not result in increased rates of
delinquencies and foreclosure losses in the future. [For example, over the last
several years there has been a general deterioration of the real estate market
and weakening of the economy in many regions of the of the country, including
California. The general deterioration of the real estate market has been
reflected in increases in delinquencies of loans secured by real estate, slower
absorption rates of real estate into the market and lower sales prices for real
estate. The general weakening of the economy has been reflected in decreases in
the financial strength of borrowers and decreases in the value of collateral
serving as collateral for loans. If the real estate market and economy continue
to decline, the Master Servicer may experience an increase in delinquencies on
the loans it services and higher net loss on liquidated loans.]
S-28
SERVICING COMPENSATION AND PAYMENT OF EXPENSES
The Expense Fees with respect to the Mortgage Loans are payable out of the
interest payments on each Mortgage Loan. The Expenses Fees will vary from
Mortgage Loan to Mortgage Loan. The rate at which the Expense Fees accrue (the
"Expense Fee Rate") will range from % to % per annum, in each case of
the Stated Principal Balance of the related Mortgage Loan. As of the Cut-off
Date, the weighted average Expense Fee Rate equaled approximately %. The
Expense Fees consist of (a) master servicing compensation payable to the Master
Servicer in respect of its master servicing activities (the "Master Servicing
Fee"), and (b) fees payable to the Bond Trustee in respect of its activities as
trustee under the Indenture. The Master Servicing Fee will be % per annum
of the Stated Principal Balance of each Mortgage Loan. The Master Servicer is
obligated to pay certain ongoing expenses associated with the Mortgage Loans and
incurred by the Master Servicer in connection with its responsibilities under
the Master Servicing Agreement and such amounts will be paid by the Master
Servicer out of the Master Servicing Fee. The amount of the Master Servicing Fee
is subject to adjustment with respect to prepaid Mortgage Loans, as described
herein under "-- Adjustment to Master Servicing Fee and Invested Amount in
Connection with Certain Prepaid Mortgage Loans." The Master Servicer will also
be entitled to receive late payment fees, assumption fees and other similar
charges. The Master Servicer will be entitled to receive all reinvestment income
earned on amounts on deposited in the Collection Account and the Distribution
Account. The Net Mortgage Rate of a Mortgage Loan is the Mortgage Rate thereof
minus the related Expense Fee Rate.
ADJUSTMENT TO MASTER SERVICING FEE AND INVESTED AMOUNT IN CONNECTION WITH
CERTAIN PREPAID MORTGAGE LOANS
When a borrower prepays a Mortgage Loan between Due Dates, the borrower is
required to pay interest on the amount prepaid only to the date of prepayment
and not thereafter. Principal prepayments by borrowers received during a
calendar month will be distributed to Bondholders on the Payment Date in the
month following the month of receipt. Pursuant to the Master Servicing
Agreement, the Master Servicing Fee for any month may be reduced by an amount
with respect to each such prepaid Mortgage Loan sufficient to pay to Bondholders
the full amount of interest to which they would be entitled in respect of such
Mortgage Loan on the related Payment Date. If shortfalls in interest as a result
of prepayments in any month exceed the sum of (i) amount of the Master Servicing
Fee for such month and (ii) the amounts otherwise payable on such Payment Date
to the holder of the Investor Certificate as described in clauses "fifth",
"sixth" and "seventh" under "DESCRIPTION OF THE BONDS -- Priority of Payments
and Allocation of Shortfalls" herein, the amount of funds available to be paid
to Bondholders in respect of interest on such Payment Date will be reduced by
the amount of such excess. See "DESCRIPTION OF THE BONDS -- Interest" herein.
ADVANCES
Subject to the following limitations, the Master Servicer will be required
to advance prior to each Payment Date, from its own funds, funds advanced by the
related Servicer or amounts received with respect to the Mortgage Loans that do
not constitute Available Funds for such Payment Date, an amount equal to the
aggregate of payments of principal of and interest on the Mortgage Loans (net of
the Master Servicing Fee and the applicable Servicing Fee with respect to the
related Mortgage Loans) which were due on the related Due Date and which were
delinquent on the related Determination Date, together with an amount equivalent
to interest on each Mortgage Loan as to which the related Mortgaged Property has
been acquired by the Bond Trustee through foreclosure or deed-in-lieu of
foreclosure ("REO Property") (any such advance, an "Advance").
Advances are intended to maintain a regular flow of scheduled interest and
principal payments on the Bonds and the Investor Certificate rather than to
guarantee or insure against losses. The Master Servicer is obligated to make
Advances with respect to delinquent payments of principal of or interest on each
Mortgage Loan to the extent that such Advances are, in its reasonable judgment,
recoverable from future payments and collections or insurance payments or
proceeds of liquidation of the related Mortgage Loan. If the Master Servicer
determines on any Determination Date to make an Advance, such Advance will be
included with the payment to Bondholders and the holder of the Investor
Certificate on the related Payment Date. Any failure
S-29
by the Master Servicer to make an Advance as required under the Master Servicing
Agreement with respect to the Bonds and the Investor Certificate will constitute
a Servicing Default thereunder, in which case the Bond Trustee or the successor
master servicer will be obligated to make any such Advance, in accordance with
the terms of the Master Servicing Agreement. Subject to the terms of the Bond
Insurance Policy, the Bond Insurance Policy will provide protection to the
Senior Bondholders against any shortfall resulting from delinquencies as to
which a required Advance is not made as described above or is determined to be
nonrecoverable, to the extent such shortfall is not otherwise covered by
Available Funds.
USE OF PROCEEDS
The Issuer intends to distribute all of the net proceeds of the issuance of
the Bonds to the Company which will use such proceeds to pay certain
indebtedness incurred by Redwood Trust in connection with the acquisition of the
Mortgage Loans.
FEDERAL INCOME TAX CONSEQUENCES
Investors may wish to review the material set forth in this section
together with the information in the section "Federal Income Tax Consequences"
in the prospectus.
Chapman and Cutler LLP has advised us that in its opinion the bonds will be
treated as debt for federal income tax purposes and not as an ownership interest
in the mortgage collateral, the issuer or a separate association taxable as a
corporation. Interest, including original issue discount with respect to any
class of bonds issued with original issue discount, will be taxable to
non-exempt bondholders. The Tax Prepayment Assumption (as defined in the
prospectus under "Federal Income Tax Consequences -- Original Issue Discount")
for the purposes of determining the amount and rate of accrual of original issue
discount on the Bonds assumes that the Mortgage Loans are prepaid at a rate of
% of the Prepayment Assumption. Based upon (i) [the assumed prepayment
rate] and (ii) the expected price to the public of each Class of the Bonds as of
the date hereof (including interest accrued before the issue date, if any), the
Senior Bonds will not be issued with original issue discount and the
Subordinated Bonds will be treated as issued with original issue discount.
[Although such treatment is not entirely certain, the Issuer intends to treat
the Bonds as "Variable Rate Debt Instruments" and the stated interest on the
Bonds as "qualified stated interest payments" (as each term is defined in the
prospectus under "Federal Income Tax Consequences")].
Notwithstanding the use of in pricing the Bonds, no
representation is made that the Mortgage Loans will actually prepay at
or at any other rate. The amount of original issue discount and
certain other information with respect to each Bond will be set forth on the
face of such Bond as required by applicable regulations and as described in the
prospectus.
The Issuer will not elect to treat the segregated pool of assets securing
the Bonds as a real estate mortgage investment conduit ("REMIC") for federal
income tax purposes. Chapman and Cutler LLP has further advised us that, in its
opinion, the Issuer will not be classified as a taxable mortgage pool.
ERISA MATTERS
Fiduciaries of employee benefit plans and certain other retirement plans
and arrangements, including individual retirement accounts and annuities, Keogh
plans, and collective investment funds in which such plans, accounts, annuities
or arrangements are invested, that are subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or corresponding provisions of the
Internal Revenue Code of 1986, as amended (the "Code") (any of the foregoing a
"Plan"), persons acting on behalf of a Plan, or persons using the assets of a
Plan ("Plan Investors"), should carefully review with their legal advisors
whether the purchase or holding of the Bonds could give rise to a transaction
that is prohibited under ERISA or the Code or cause the Mortgage Loans securing
the Bonds to be treated as "plan assets" for purposes of regulations of the
Department of Labor set forth in 29 C.F.R. 2510.3-101 (the "Plan Asset
Regulations"). Prospective investors should be aware that, although certain
exceptions from the application of the prohibited
S-30
transaction rules and the Plan Asset Regulations exist, there can be no
assurance that any such exception will apply with respect to the acquisition of
the Bonds.
If the Bonds are treated as equity for purposes of ERISA, the purchaser of
the Bonds could be treated as having acquired a direct interest in the Mortgage
Loans securing the Bonds. In that event, the purchase, holding, or resale of the
Bonds could result in a transaction that is prohibited under ERISA or the Code.
Furthermore, regardless of whether the Bonds are treated as equity for purposes
of ERISA, the acquisition or holding of the Bonds by or on behalf of a Plan
could still be considered to give rise to a prohibited transaction if the
Issuer, the Trustee, the Master Servicer, any Servicer or any of their
respective Affiliates is or becomes a party in interest or a disqualified person
with respect to such Plan. However, one or more alternative exemptions may be
available with respect to certain prohibited transaction rules of ERISA that
might apply in connection with the initial purchase, holding and resale of the
Bonds, depending in part upon the type of Plan fiduciary making the decision to
acquire the Bonds and the circumstances under which such decision is made. Those
exemptions include, but are not limited to: (i) Prohibited Transaction Class
Exemption ("PTCE") 95-60, regarding investments by insurance company general
accounts; (ii) PTCE 91-38, regarding investments by bank collective investment
funds; (iii) PTCE 90-1, regarding investments by insurance company pooled
separate accounts; (iv) PTCE 84-14, regarding transactions negotiated by
qualified professional asset managers; or (v) PTCE 96-23, regarding transactions
effected by in-house asset managers. Before purchasing the Bonds, a Plan subject
to the fiduciary responsibility provisions of ERISA or described in Section
4975(e)(1) (and not exempt under Section 4975(g)) of the Code should consult
with its counsel to determine whether the conditions of any exemption would be
met. A purchaser of the Bonds should be aware, however, that even if the
conditions specified in one or more exemptions are met, the scope of the relief
provided by an exemption might not cover all acts that might be construed as
prohibited transactions.
Although not entirely free from doubt, the Issuer believes that the Bonds
will be treated as debt obligations without significant equity features for
purposes of the Plan Asset Regulations. Accordingly, a Plan that acquires the
Bonds should not be treated as having acquired a direct interest in the assets
of the Issuer. However, there can be no complete assurance that the Bonds will
be treated as debt obligations without significant equity features for purposes
of the Plan Asset Regulations.
METHOD OF DISTRIBUTION
Subject to the terms and conditions set forth in the Underwriting Agreement
between the depositor, Redwood Trust and the Underwriter, the depositor has
agreed to cause the Issuer to sell to the Underwriter, and the Underwriter has
agreed to purchase from the Issuer, the bonds. Distribution of the Bonds will be
made by the Underwriter from time to time in negotiated transactions or
otherwise at varying prices to be determined at the time of sale. In connection
with the sale of the bonds, the Underwriter may be deemed to have received
compensation from the Issuer in the form of underwriting discounts.
The Underwriter intends to make a secondary market in the bonds, but has no
obligation to do so. There can be no assurance that a secondary market for the
bonds will develop or, if it does develop, that it will continue or that it will
provide bondholders with a sufficient level of liquidity of investment. The
bonds will not be listed on any national securities exchange.
The depositor and Redwood Trust have agreed to indemnify the underwriter
against, or make contributions to the underwriter with respect to, certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
LEGAL MATTERS
The validity of the Bonds will be passed upon for the Issuer by Tobin &
Tobin, a professional corporation, San Francisco, California. Certain tax
matters will be passed upon by for the Issuer by Chapman and Cutler LLP, San
Francisco, California. will act as counsel for the underwriter.
S-31
RATINGS
It is a condition of the issuance of the Senior Bonds that they be rated
AAA by and AAA by ( and ,
together, the "Rating Agencies"). It is a condition to the issuance of the
Subordinated Bonds that they be rated [AA] by .
The ratings assigned by to collateralized mortgage obligations
address the likelihood of the receipt of all payments on the mortgage loans by
the related bondholders under the agreements pursuant to which such bonds are
issued. 's ratings take into consideration the credit quality of the
related mortgage pool, including any credit support providers, structural and
legal aspects associated with such bonds, and the extent to which the payment
stream on the mortgage pool is adequate to make the payments required by such
bonds. 's ratings on such bonds do not, however, constitute a
statement regarding frequency of prepayments of the mortgage loans.
The ratings assigned by to the Senior Bonds address the
likelihood of the receipt of all payments on the mortgage loans by the related
Bondholders under the agreements pursuant to which such bonds are issued.
's ratings take into consideration the credit quality of the related
mortgage pool, including any credit support providers, structural and legal
aspects associated with such bonds, and the extent to which the payment stream
on such mortgage pool is adequate to make payments required by such bonds.
's ratings on such bonds do not, however, constitute a statement
regarding frequency of prepayments on the related mortgage loans.
The ratings of the Rating Agencies do not address the possibility that, as
a result of principal prepayments, Bondholders may receive a lower than
anticipated yield.
The ratings assigned to the Bonds should be evaluated independently from
similar ratings on other types of securities. A rating is not a recommendation
to buy, sell or hold securities and may be subject to revision or withdrawal at
any time by the Rating Agencies.
The Issuer has not requested a rating of the Bonds by any rating agency
other than the Rating Agencies; there can be no assurance, however, as to
whether any other rating agency will rate the Bonds or, if it does, what rating
would be assigned by such other rating agency. The rating assigned by such other
rating agency to the Bonds could be lower than the respective ratings assigned
by the Rating Agencies.
S-32
INDEX OF DEFINED TERMS
<Table>
<Caption>
PAGE
----
Adjustment Date............................................. S-24
Advance..................................................... S-34
Available Funds............................................. S-16
Belgian Cooperative......................................... S-14
Beneficial owner............................................ S-12
Bond Distribution Amount.................................... S-15
Bond Interest Rate.......................................... S-16
Bond Owners................................................. S-12
Bond Trustee................................................ S-15
Bonds....................................................... S-1, S-5, S-11
Book-Entry Bonds............................................ S-12
CEDEL Participants.......................................... S-13
Certificate Interest Payment Amount......................... S-17
Certificate Interest Rate................................... S-12
Class Principal Amount...................................... S-12
Code........................................................ S-10, S-35
Collection Account.......................................... S-12
Company..................................................... S-2, S-5
Controlling Class........................................... S-22
Cooperative................................................. S-14
CPR......................................................... S-21
Cut-off Date Pool Principal Balance......................... S-24
Definitive Bond............................................. S-12
Deleted Mortgage Loan....................................... S-31
Deposit Trust Agreement..................................... S-5
Distribution Account........................................ S-9, S-15
DTC......................................................... S-12
Due Date.................................................... S-24
ERISA....................................................... S-10, S-35
Euroclear Operator.......................................... S-14
Euroclear Participants...................................... S-14
European Depositaries....................................... S-12
Expense Fee Rate............................................ S-33
FHLMC....................................................... S-25
Financial Intermediary...................................... S-12
FNMA........................................................ S-25
Index....................................................... S-8, S-24
Indirect Participants....................................... S-13
Insurance Proceeds.......................................... S-16
Interest Accrual Period..................................... S-6, S-17
Invested Amount............................................. S-12
Invested Payment Amount..................................... S-17
Investor Certificate........................................ S-1, S-11
Investor Percentage......................................... S-18
Issuer...................................................... S-5, S-11
Liquidated Mortgage Loan.................................... S-20
</Table>
S-33
<Table>
<Caption>
PAGE
----
Liquidation Proceeds........................................ S-16
Loan-to-Value Ratio......................................... S-25
Management Agreement........................................ S-5
Margin...................................................... S-24
Master Servicing Fee........................................ S-33
Maximum Rate................................................ S-24
Morgan...................................................... S-14
Mortgage.................................................... S-30
Mortgage File............................................... S-30
Mortgage Loan Pool.......................................... S-7, S-23
Mortgage Loan Purchase Agreement............................ S-23
Mortgage Loans.............................................. S-23
Mortgage Note............................................... S-30
Mortgaged Property.......................................... S-23
Net Interest Shortfall...................................... S-17
Net Interest Shortfalls..................................... S-17
Offered Bonds............................................... S-1, S-5, S-12
Original Invested Amount.................................... S-12
Original Senior Class Principal Amount...................... S-12
Original Subordinated Class Principal Amount................ S-12
Originator.................................................. S-31
Owner Trustee............................................... S-5
Participants................................................ S-12
Payment Date................................................ S-1, S-5, S-16
Periodic Rate Cap........................................... S-24
Plan........................................................ S-10, S-35
Plan Asset Regulations...................................... S-10, S-35
Plan Investors.............................................. S-10, S-35
Pool Principal Balance...................................... S-18
Prepayment Assumption....................................... S-21
Prepayment Interest Shortfall............................... S-17
Primary Mortgage Insurance Policy........................... S-25
PTCE........................................................ S-35
Rating Agencies............................................. S-8, S-36
Realized Loss............................................... S-20
Record Date................................................. S-16
Redwood Trust............................................... S-2, S-5, S-11
Relevant Depositary......................................... S-12
REMIC....................................................... S-35
REO Property................................................ S-34
Replacement Mortgage Loan................................... S-31
Rules....................................................... S-12
Scheduled Payments.......................................... S-24
Senior Bond Interest Rate................................... S-17
Senior Bonds................................................ S-1, S-11
Senior Class Principal Amount............................... S-12
Senior Interest Payment Amount.............................. S-17
Senior Percentage........................................... S-18
</Table>
S-34
<Table>
<Caption>
PAGE
----
Senior Principal Payment Amount............................. S-18
Servicing Fee............................................... S-33
Shortfalls.................................................. S-19
SMMEA....................................................... S-7
Stated Principal Balance.................................... S-18
Structuring Assumptions..................................... S-20
Subordinated Bond Interest Rate............................. S-17
Subordinated Bonds.......................................... S-1, S-11
Subordinated Class Principal Amount......................... S-12
Subordinated Interest Carryover Shortfall................... S-17
Subordinated Interest Payment Amount........................ S-17
Subordinated Percentage..................................... S-18
Subordinated Principal Carryover Shortfall.................. S-18
Subordinated Principal Payment Amount....................... S-18
Substitution Adjustment Amount.............................. S-31
Terms and Conditions........................................ S-14
Variable Rate Debt Instruments.............................. S-35
</Table>
S-35
ANNEX I
GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES
Except in certain limited circumstances, the globally offered Sequoia
Mortgage Trust , Collateralized Mortgage Bonds (the "Global Bonds")
will be available only in book-entry form. Investors in the Global Bonds may
hold such Global Bonds through any of The Depository Trust Company ("DTC"),
CEDEL or Euroclear. The Global Bonds will be tradeable as home market
instruments in both the European and U.S. domestic markets. Initial settlement
and all secondary trades will settle in same-day funds.
Secondary market trading between investors holding Global Bonds through
CEDEL and Euroclear will be conducted in the ordinary way in accordance with
their normal rules and operating procedures and in accordance with conventional
Eurobond practice (i.e., seven calendar day settlement).
Secondary market trading between investors holding Global Bonds through DTC
will be conducted according to the rules and procedures applicable to U.S.
corporate debt obligations and prior collateralized mortgage bond issues.
Secondary cross-market trading between CEDEL or Euroclear and DTC
Participants holding Global Bonds will be effected on a delivery-against-payment
basis through the respective Depositaries of CEDEL and Euroclear (in such
capacity) and as DTC Participants.
Non-U.S. holders (as described below) of Global Bonds will be subject to
U.S. withholding taxes unless such holders meet certain requirements and deliver
appropriate U.S. tax documents to the securities clearing organizations or their
participants.
INITIAL SETTLEMENT
All Global Bonds will be held in book-entry form by DTC in the name of Cede
& Co. as nominee of DTC. Investors' interests in the Global Bonds will be
represented through financial institutions acting on their behalf as direct and
indirect participants in DTC (each, a "DTC Participant"). As a result, CEDEL and
Euroclear will hold positions on behalf of their participants through their
respective Depositaries, which in turn will hold such positions in accounts as
DTC Participants.
Investors electing to hold their Global Bonds through DTC will follow the
settlement practices' applicable to other collateralized mortgage bond issues.
Investor securities custody accounts will be credited with their holdings
against payment in same-day funds on the settlement date.
Investors electing to hold their Global Bonds through CEDEL or Euroclear
accounts will follow the settlement procedures applicable to conventional
Eurobonds, except that there will be no temporary global security and no
"lock-up" or restricted period. Global Bonds will be credited to the securities
custody accounts on the settlement date against payment in same-day funds.
SECONDARY MARKET TRADING
Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value
date.
TRADING BETWEEN DTC PARTICIPANTS. Secondary market trading between DTC
Participants will be settled using the procedures applicable to prior
collateralized mortgage bond issues in same-day funds.
TRADING BETWEEN CEDEL AND/OR EUROCLEAR PARTICIPANTS. Secondary market
trading between CEDEL Participants or Euroclear Participants will be settled
using the procedures applicable to conventional Eurobonds in same-day funds.
TRADING BETWEEN DTC SELLER AND CEDEL OR EUROCLEAR PURCHASER. When Global
Bonds are to be transferred from the account of a DTC Participant to the account
of a CEDEL Participant or a Euroclear Participant, the purchaser will send
instructions to CEDEL or Euroclear through a CEDEL Participant or Euroclear
Participant at least one business day prior to settlement. CEDEL or Euroclear
will instruct the respective Depositary, as the case may be, to receive the
Global Bonds against payment. Payment will include interest accrued on the
Global Bonds from and including the last coupon payment date to and excluding
the
S-36
settlement date, on the basis of the actual number of days in such accrual
period and a year assumed to consist of 360 days. For transactions settling on
the 31st of the month, payment will include interest accrued to and excluding
the first day of the following month. Payment will then be made by the
respective Depositary of the DTC Participant's account against delivery of the
Global Bonds. After settlement has been completed, the Global Bonds will be
credited to the respective clearing system and by the clearing system, in
accordance with its usual procedures, to the CEDEL Participant's or Euroclear
Participant's account. The securities credit will appear the next day (European
time) and the cash debt will be back-valued to, and the interest on the Global
Bonds will accrue from, the value date (which would be the preceding day when
settlement occurred in New York). If settlement is not completed on the intended
value date (i.e., the trade fails), the CEDEL or Euroclear cash debt will be
valued instead as of the actual settlement date.
CEDEL Participants and Euroclear Participants will need to make available
to the respective clearing systems the funds necessary to process same-day funds
settlement. The most direct means of doing so is to preposition funds for
settlement, either from cash on hand or existing lines of credit, as they would
for any settlement occurring within CEDEL or Euroclear. Under this approach,
they may take on credit exposure to CEDEL or Euroclear until the Global Bonds
are credited to their accounts one day later.
As an alternative, if CEDEL or Euroclear has extended a line of credit to
them, CEDEL Participants or Euroclear Participants can elect not to preposition
funds and allow that credit line to be drawn upon the finance settlement. Under
this procedure, CEDEL Participants or Euroclear Participants purchasing Global
Bonds would incur overdraft charges for one day, assuming they cleared the
overdraft when the Global Bonds were credited to their accounts. However,
interest on the Global Bonds would accrue from the value date. Therefore, in
many cases the investment income on the Global Bonds earned during that one-day
period may substantially reduce or offset the amount of such overdraft charges,
although this result will depend on each CEDEL Participant's or Euroclear
Participant's particular cost of funds.
Since the settlement is taking place during New York business hours, DTC
Participants can employ their usual procedures for sending Global Bonds to the
respective European Depository for the benefit of CEDEL Participants or
Euroclear Participants. The sale proceeds will be available to the DTC seller on
the settlement date. Thus, to the DTC Participants a cross-market transaction
will settle no differently than a trade between two DTC Participants.
TRADING BETWEEN CEDEL OR EUROCLEAR SELLER AND DTC PURCHASER. Due to time
zone differences in their favor, CEDEL Participants and Euroclear Participants
may employ their customary procedures for transactions in which Global Bonds are
to be transferred by the respective clearing system, through the respective
Depositary, to a DTC Participant. The seller will send instructions to CEDEL or
Euroclear through a CEDEL Participant or Euroclear Participant at least one
business day prior to settlement. In these cases CEDEL or Euroclear will
instruct the respective Depositary, as appropriate, to deliver the Global Bonds
to the DTC Participant's account against payment. Payment will include interest
accrued on the Global Bonds from and including the last coupon payment to and
excluding the settlement date on the basis of the actual number of days in such
accrual period and a year assumed to consist of 360 days. For transactions
settling on the 31st of the month, payment will include interest accrued to and
excluding the first day of the following month. The payment will then be
reflected in the account of the CEDEL Participant or Euroclear Participant the
following day, and receipt of the cash proceeds in the CEDEL Participant's or
Euroclear Participant's account would be back-valued to the value date (which
would be the preceding day, when settlement occurred in New York). Should the
CEDEL Participant or Euroclear Participant have a line of credit with its
respective clearing system and elect to be in debt in anticipation of receipt of
the sale proceeds in its account, the back-valuation will extinguish any
overdraft incurred over that one-day period. If settlement is not completed on
the intended valued date (i.e., the trade fails), receipt of the cash proceeds
in the CEDEL Participant's or Euroclear Participant's account would instead be
valued as of the actual settlement date.
Finally, day traders that use CEDEL or Euroclear and that purchase Global
Bonds from DTC Participants for delivery to CEDEL Participants or Euroclear
Participants should note that these trades would
S-37
automatically fail on the sale side unless affirmative action were taken. At
least three techniques should be readily available to eliminate this potential
problem:
(a) borrowing through CEDEL or Euroclear for one day (until the
purchase side of the day trade is reflected in their CEDEL or Euroclear
accounts) in accordance with the clearing system's customary procedures;
(b) borrowing the Global Bonds in the U.S. from a DTC Participant no
later than one day prior to settlement, which would give the Global Bonds
sufficient time to be reflected in their CEDEL or Euroclear account in
order to settle the sale side of the trade; or
(c) staggering the value dates for the buy and sell sides of the trade
so that the value date for the purchase from the DTC Participant is at
least one day prior to the value date for the sale to the CEDEL Participant
or Euroclear Participant.
CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS
A beneficial owner of the Global Bonds holding securities through CEDEL or
Euroclear (or through DTC if the holder has an address outside the U.S.) will be
subject to the 30% U.S. withholding tax that generally applies to payments of
interest (including original issue discount) on registered debt issued by U.S.
Persons, unless (i) each clearing system, bank or other financial institution
that holds customers' securities in the ordinary course of its trade or business
in the chain of intermediaries between such beneficial owner and the U.S. entity
required to withhold tax complies with applicable certification requirements and
(ii) such beneficial owner takes one of the following steps to obtain an
exemption or reduced tax rate:
EXEMPTION FOR NON-U.S. PERSONS (FORM W-8). Beneficial owners of the Global
Bonds that are non-U.S. Persons can obtain a complete exemption from the
withholding tax by filing a signed Form W-8 (Certificate of Foreign Status). If
the information shown on Form W-8 changes, a new Form W-8 must be filed within
30 days of such change.
EXEMPTION FOR NON-U.S. PERSONS WITH EFFECTIVELY CONNECTED INCOME (FORM
4224). A non-U.S. Person, including a non-U.S. corporation or bank with a U.S.
branch, for which the interest income is effectively connected with its conduct
of a trade or business in the United States, can obtain an exemption from the
withholding tax by filing Form 4224 (Exemption from Withholding of Tax on Income
Effectively Connected with the Conduct of a Trade or Business in the United
States).
EXEMPTION OR REDUCED RATE FOR NON-U.S. PERSONS RESIDENT IN TREATY COUNTRIES
(FORM 1001). Non-U.S. Persons that are Bond Owners residing in a country that
has a tax treaty with the United States can obtain an exemption or reduced tax
rate (depending on the treaty terms) by filing Form 1001 (Ownership, Exemption
or Reduced Rate Certificate). If the treaty provides only for a reduced rate,
withholding tax will be imposed at that rate unless the filer alternatively
files Form W-8. Form 1001 may be filed by the Bond Owner or his agent.
EXEMPTION FOR U.S. PERSONS (FORM W-9). U.S. Persons can obtain a complete
exemption from the withholding tax by filing Form W-9 (Payer's Request for
Taxpayer Identification Number and Certification).
U.S. FEDERAL INCOME TAX REPORTING PROCEDURE. The Bond Owner of a Bond or,
in the case of a Form 1001 or a Form 4224 filer, his agent, files by submitting
the appropriate form to the person through whom it holds (the clearing agency,
in the case of persons holding directly on the books of the clearing agency).
Form W-8 and Form 1001 are effective for three calendar years and Form 4224 is
effective for one calendar year.
The term "U.S. Person" means 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, or an estate
whose income is subject to U.S. federal income tax regardless of its source of
income, or a trust if a court within the United States is able to exercise
primary supervision of the administration of the trust and one or more United
States fiduciaries have the authority to control all substantial decisions of
the trust. This summary does not deal with all aspects of U.S. federal income
tax withholding that may be relevant to foreign holders of the Global Bonds.
Investors are advised to consult their own tax advisors for specific tax advice
concerning their holding and disposing of the Global Bonds.
S-38
THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS
SUPPLEMENT IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED , 2004)
$
[LOGO] SEQUOIA MORTGAGE TRUST
BOND ISSUER
[LOGO] [ ]
DEPOSITOR
Consider carefully the
risk factors beginning on
page S-6 of this
prospectus supplement and
on page 8 of the
prospectus.
The bonds are redeemable
only under circumstances
described in this
prospectus supplement.
The bonds represent
obligations of the trust
only and do not represent
an interest in or
obligation of the trustee,
the depositor or any of
their affiliates.
This prospectus supplement
may be used to offer and
sell bonds only if
accompanied by the
prospectus.
COLLATERALIZED MORTGAGE BONDS
$ CLASS A-1 BONDS
$ CLASS B-1 BONDS
THE TRUST WILL ISSUE:
- One class of Senior Class A-1 Bonds;
- One class of Subordinated Class B-1 Bonds; and
- [One or Two] classes of Residual [Certificates
or Bonds].
THE BONDS:
- Will be collateralized by primarily year
[fixed adjustable] rate, conventional mortgage
loans secured by first liens on one- to four-
family residential properties;
- Pay the holders of senior bonds payments of
interest and principal from the collateral
pledged to secure the bonds and the bond
insurance policy;
- Pay the holders of subordinated bonds payments
of interest and principal solely from the
collateral pledged to secure the bonds; and
- Pay all holders of bonds the amounts of
principal and interest due thereon on the th
day of each month, or if such day is not a
business day, the next succeeding business day,
commencing on , 200 .
The senior bonds will be unconditionally and irrevocably guaranteed as to
payment of insured payments, as defined in this prospectus supplement, pursuant
to the terms of the financial guaranty insurance policy to be issued:
[INSURER LOGO]
The Trust will make a REMIC election for federal income tax purposes.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
PROSPECTUS SUPPLEMENT
Incorporation of Certain Documents by Reference.............
Available Information.......................................
Summary..................................................... S-3
Risk Factors................................................ S-6
The Bond Issuer............................................. S-6
Description of the Bonds.................................... S-7
Credit Enhancement.......................................... S-18
Security for the Bonds...................................... S-18
Servicing of the Mortgage Loans............................. S-26
Use of Proceeds............................................. S-30
Federal Income Tax Consequences............................. S-30
ERISA Matters............................................... S-30
Method of Distribution...................................... S-31
Legal Matters............................................... S-31
Ratings..................................................... S-32
Index of Defined Terms...................................... S-33
</Table>
S-1
IMPORTANT NOTICE ABOUT THE INFORMATION PRESENTED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
We tell you about the bonds in two separate documents that progressively
provide more detail: (1) the accompanying prospectus, which provides general
information, some of which may not apply to your series of bonds, and (2) this
prospectus supplement, which describes the specific terms of your series of
bonds and may be different from the information in the prospectus.
IF THE TERMS OF YOUR SERIES OF BONDS AND ANY OTHER INFORMATION CONTAINED
HEREIN VARY BETWEEN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS,
YOU SHOULD RELY ON THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT.
You can find a listing of the pages where capitalized terms used in this
prospectus supplement are defined under "Index of Defined Terms" beginning on
page S-36 in this prospectus supplement.
The underwriter may engage in transactions that stabilize, maintain, or in some
way affect the price of the bonds. These types of transactions may include
stabilizing the purchase of bonds to cover syndicate short positions and the
imposition of penalty bids. For a description of these activities, please read
the section entitled "Underwriting" in this prospectus supplement.
WHERE YOU CAN FIND MORE INFORMATION
Federal securities law requires the filing of certain information with the
Securities and Exchange Commission (the "SEC"), including annual, quarterly and
special reports, proxy statements and other information. You can read and copy
these documents at the public reference facility maintained by the SEC at
Judiciary Plaza, 450 Fifth Street, NW, Room 1024, Washington, DC 20549. You can
also copy and inspect such reports, proxy statements and other information at
the following regional offices of the SEC:
<Table>
New York Regional Office Chicago Regional Office
233 Broadway 500 West Madison Street, Suite 1400
New York, New York 10279 Chicago, Illinois 60661
</Table>
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. SEC filings are also available to the public on the SEC's web
site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information that we incorporate by
reference is considered to be part of this prospectus supplement, and later
information that we file with the SEC will automatically update and supersede
this information.
This prospectus supplement and the accompanying prospectus are part of a
registration statement filed by the Depositor with the SEC (Registration No.
). You may request a free copy of any of the above filings by writing
or calling:
[DEPOSITOR]
ONE BELVEDERE PLACE, SUITE
MILL VALLEY, CA 94941
(415) 389-7373
You should rely only on the information provided in this prospectus supplement
or the accompanying prospectus or incorporated by reference herein. We have not
authorized anyone else to provide you with different information. You should not
assume that the information in this prospectus supplement or the accompanying
prospectus is accurate as of any date other than the date on the cover page of
this prospectus supplement or the accompanying prospectus or that the
information incorporated by reference herein is accurate as of any date other
than the date stated therein.
S-2
SUMMARY
This summary highlights selected information from this prospectus
supplement and does not contain all the information that you need to consider in
making your investment decision. Please read this entire prospectus supplement
and the accompanying prospectus carefully for additional information about the
Offered Bonds.
OFFERED BONDS
Sequoia Mortgage Trust , collateralized mortgage bonds,
Class A-1 and Class B-1 are the bonds being offered by this prospectus
supplement.
SECURITIES OTHER THAN THE OFFERED BONDS
In addition to the bonds, the residual [certificates or bonds] will be
issued but will not be offered by this prospectus supplement. [The residual
bonds will provide limited credit support for the bonds as described in this
prospectus supplement.]
DESIGNATIONS
<Table>
Senior bonds -- Class A-1 Bonds
Subordinated bonds -- Class B-1 Bonds
[Residual certificates -- Class R-UT
Certificates
and Class R-LT
Certificates]
[Residual bonds -- Residual Bonds]
Bonds -- the senior
bonds, the
subordinated
bonds [and the
residual bonds]
Book-entry bonds -- all classes of
bonds
</Table>
BOND ISSUER
The bond issuer, Sequoia Mortgage Trust , is a statutory business
trust established under the laws of the State of Delaware by the deposit trust
agreement, as defined in this prospectus supplement, for the sole purpose of
issuing the bonds and the residual [certificates or bonds]. The depositor,
settlor and sole beneficiary of the issuer is [depositor], a Delaware
corporation (the "Depositor" or the "Company"), and [a wholly owned subsidiary
of RWT Holdings, Inc.,] a wholly owned subsidiary of Redwood Trust, Inc., a
Maryland corporation. The owner trustee of the issuer is . Redwood Trust
will be the manager of the issuer pursuant to a management agreement entered
into with the issuer. None of the depositor, Redwood Trust or has
guaranteed or is otherwise obligated with respect to payment of the bonds, and
no other person or entity other than the issuer is obligated to pay the bonds.
BOND TRUSTEE
, a banking corporation organized under the laws of .
OWNER TRUSTEE
, a banking corporation organized under the laws of the state of
Delaware.
MASTER SERVICER AND SERVICERS
will act as master servicer on behalf of the bond issuer.
The servicers will be and . The servicers will service
the mortgage loans pursuant to existing servicing agreements between each such
servicer and [RWT Holdings, Inc. -- Redwood Trust, Inc.] [RWT Holdings,
Inc. -- Redwood Trust, Inc.] will assign its right under the servicing
agreements to the depositor who will, in turn, assign such right to the bond
issuer.
We refer you to "Servicing of the Mortgage Loans" in this prospectus
supplement for more information.
DEPOSIT TRUST AGREEMENT
The bond issuer will be established pursuant to an amended and restated
deposit trust agreement dated as of , 200 , among the depositor and
the owner trustee.
INDENTURE
The bonds [and residual certificates] will be issued pursuant to an
indenture dated as of , 20 , among the bond issuer and the trustee.
S-3
CUT-OFF DATE
, 200
CLOSING DATE
On or about , 200
DETERMINATION DATE
The th day of each month or, if such day is not a business day, the
first business day thereafter.
PAYMENT DATE
The th day of each month or if such day is not a business day, the
next business day thereafter, commencing in 200 . Payments on each
payment date will be made to bondholders of record as of the related record
date, except that the final payment on the bonds will be made only upon
presentment and surrender of the bonds at the corporate trust office of the bond
trustee.
RECORD DATE
The last business day preceding a payment date unless the bonds are no
longer book-entry bonds in which case the record date is the last business day
of the month preceding the month of a payment date.
PRIORITY OF PAYMENTS
Payments will be made on each payment date from available funds in the
following order of priority:
1. To interest on the senior bonds;
2. To principal of the senior bonds;
3. To interest on the subordinated bonds;
4. To principal of the subordinated bonds;
5. [To interest on the residual bonds];
6. [To principal of the residual bonds]; and
7. [To the holder of the residual certificate, all remaining funds.]
PAYMENTS OF INTEREST
To the extent funds are available, each class of bonds will be entitled to
receive interest in the amount of the interest payment amount. The interest
accrual period for each class of bonds will be the calendar month preceding the
month of the respective payment date.
PAYMENTS OF PRINCIPAL
To the extent funds are available, principal payments in reduction of the
class principal amount of each class of bonds will be made on each payment date.
STATED MATURITY
The stated maturity for each class of bonds is the date determined by the
depositor which is years after the payment date immediately following the last
maturity date of any mortgage loan.
OPTIONAL REDEMPTION OF THE BONDS
The bonds may be redeemed at a redemption price equal to 100% of the unpaid
principal amount of such bonds, plus accrued and unpaid interest thereon at the
applicable bond interest rate. The bonds are not otherwise subject to redemption
or call at the option of the issuer nor are they subject to special redemption.
CREDIT ENHANCEMENT
- SUBORDINATION
The subordinated bonds [and the residual bonds] will provide credit
enhancement for the senior bonds. [The residual bonds will provide credit
enhancement for the subordinated bonds.]
The rights of holders of the subordinated bonds [and the residual bonds] to
receive payments with respect to the mortgage loans will be subordinated to such
rights of the holders of the senior bonds, [and the rights of the holder of the
residual bonds will be further subordinated to such rights of the holders of the
subordinated bonds.]
- BOND INSURANCE POLICY
will issue a financial guaranty insurance policy pursuant to
which it will irrevocably and unconditionally guarantee payment of the insured
payment if the bond trustee determines that
S-4
available funds for a payment date are less than the senior bond interest
payment amount and the senior bond principal payment amount. The insurer's
claims paying ability is rated by .
ADVANCES
Each servicer is obligated to make advances of cash which will be included
with mortgage collections, in an amount equal to the delinquent monthly payments
due on the immediately preceding monthly payment date. No servicer is under an
obligation to make advances to the extent it determines such advances are not
recoverable from future payments or collections on the related mortgage loans or
to guarantee or insure against losses.
SECURITY FOR THE BONDS
The bonds will be secured by collateral consisting of the following:
- mortgage loans;
- bond account;
- distribution account; or
- any combination of the above.
FEDERAL INCOME TAX CONSEQUENCES
For federal income tax purposes, the trust fund, will comprise multiple
real estate mortgage investment conduits, organized in a [tiered] REMIC
structure. The Class A-1 Bonds and Class B-1 Bonds will represent beneficial
ownership of REMIC regular interests in the upper tier REMIC identified in the
pooling and servicing agreement.
The Class R Bonds will represent the beneficial ownership of the sole class
of residual interest in each REMIC.
ERISA CONSIDERATIONS
A fiduciary of any employee benefit plan subject to the Employee Retirement
Income Security Act of 1974, as amended, or section 4975 of the Internal Revenue
Code of 1986, as amended, should carefully review with its legal advisors
whether the purchase or holding of Class A Bonds could give rise to a
transaction prohibited or not otherwise permissible under applicable law.
LEGAL INVESTMENT
So long as the Class A Bonds are rated in one of the two highest ratings
categories by at least one nationally recognized statistical rating agency, the
Class A Bonds will constitute "mortgage related securities" under the Secondary
Mortgage Market Enhancement Act of 1984 or SMMEA.
BOND RATING
It is a condition to the issuance of the Class A Bonds that the Class A
Bonds be rated "AAAr" by Standard & Poor's Ratings Services and "Aaa" by Moody's
Investors Service, Inc. Standard & Poor's assigns the additional symbol of "r"
to highlight classes of securities that Standard & Poor's believes may
experience high volatility or high variability in expected returns due to
non-credit risks; however, the absence of an "r" symbol should not be taken as
an indication that a class will exhibit volatility or variability in total
return.
A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning rating
agency. A security rating does not address the frequency of prepayments on the
mortgage loans or the corresponding effect on yield to investors.
USE OF PROCEEDS
The bond issuer intends to distribute all of the net proceeds of the
issuance of the bonds to the depositor which will apply such proceeds to the
purchase of the mortgage loans.
S-5
RISK FACTORS
INVESTORS SHOULD CONSIDER THE FOLLOWING FACTORS IN CONNECTION WITH THE
PURCHASE OF BONDS. YOU SHOULD ALSO CONSIDER THE RISK FACTORS DESCRIBED IN THE
ACCOMPANYING PROSPECTUS.
CASH FLOW CONSIDERATIONS AND RISKS
The mortgaged property assets of the trust are the sole source of
distributions for the bonds. Even if the mortgaged properties provide adequate
security for the bond collateral mortgage loans, you could encounter substantial
delays in connection with the liquidation of mortgage loans that are delinquent.
This could result in shortfalls in payments on the bonds if the credit
enhancement created by the overcollateralization of the bonds is insufficient
and if payments under the bond insurance policy were unavailable. Further,
liquidation expenses, such as legal fees, real estate taxes and maintenance and
preservation expenses, will reduce the security for the related mortgage loans
and could thereby reduce the proceeds payable to bondholders. If any of the
mortgaged properties fail to provide adequate security for the related mortgage
loans, bondholders could experience a loss if the credit enhancement created by
the overcollateralization of the bonds has been exhausted and if payments under
the bond insurance policy were unavailable.
CONCENTRATION OF MORTGAGE LOANS COULD ADVERSELY AFFECT YOUR INVESTMENT
Most of the mortgage loans are secured by mortgaged properties located in
and . Consequently, losses and prepayments on the mortgage
loans and the resultant payments on the bonds may be affected significantly by
changes in the housing markets and the regional economies in these areas and by
the occurrence of natural disasters, such as earthquakes, hurricanes, tornadoes,
tidal waves, mud slides, fires and floods, in these areas.
BANKRUPTCY AND INSOLVENCY RISKS
It is believed that the transfer of the initial mortgage loans from the
seller to the depositor and the depositor to the bond issuer will each be
treated as a sale rather than a secured financing for purposes of state law.
Counsel for the seller will render an opinion on the closing date that in the
event of the bankruptcy of either the seller or the depositor, the mortgage
loans and other assets of the bond issuer would not be considered part of the
seller's or depositor's bankruptcy estates and, thus, would not be available to
their creditors. One the other hand, a bankruptcy trustee or one of the
creditors of the seller or the depositor might challenge this conclusion and
argue that the transfer of the pledge mortgage loans should be characterized as
a pledge of assets in a secured borrowing rather than as a sale. Such an
attempt, even if unsuccessful, might result in delays in payments on the bonds.
THE BOND ISSUER
The bond issuer is a statutory business trust established under the laws of
the State of Delaware by an amended and restated deposit trust agreement, dated
as of , 200 . The bond issuer was formed for the sole
purpose of issuing the bonds [and the residual certificates]. The depositor is
the settlor and sole beneficiary of the bond issuer and is
the owner trustee of the issuer. The depositor is a limited purpose finance
corporation the capital stock of which is wholly owned by [ ] Redwood
Trust, Inc., a Maryland corporation. Redwood Trust will be the manager of the
bond issuer pursuant to a management agreement entered into with the issuer.
None of the depositor, Redwood Trust, or any of their
respective affiliates has guaranteed or is otherwise obligated with respect to
payment of the bonds and no person or entity other than the issuer is obligated
to pay the bonds, except as specifically set forth in this prospectus supplement
with regard to the bond insurance policy.
The bond issuer's assets will consist almost entirely of the mortgages
which will be pledged to secure the bonds. If the mortgage loans and other
collateral securing the bonds are insufficient for payment of the bonds, it is
unlikely that significant other assets of the issuer will be available for
payment of the bonds. The amount
S-6
of funds available to pay the bonds may be affected by, among other things,
realized losses incurred on defaulted mortgage loans.
The Indenture prohibits the issuer from incurring any indebtedness other
than the bonds, or assuming or guaranteeing the indebtedness of any other
person.
DESCRIPTION OF THE BONDS
GENERAL
The Bonds [and the Residual Certificates] will be issued pursuant to the
Indenture. Set forth below are summaries of the specific terms and provisions
pursuant to which the Bonds [and Residual Certificates] will be issued. The
following summaries are subject to, and are qualified in their entirety by
reference to, the provisions of the Indenture. When particular provisions or
terms used in the Indenture are referred to, the actual provisions (including
definitions of terms) are incorporated by reference.
The Sequoia Mortgage Trust , Collateralized Mortgage Bonds
(the "Bonds"), will consist of the Class A-1 Bonds (the "Senior Bonds") and the
Class B-1 Bonds (the "Subordinated Bonds") [and the Residual Bonds (the
"Residual Bonds")]. [The Issuer will also issue the Class R-UT Certificate and
Class R-LT Certificate (the Class R-LT Certificate (the Class R-UT Certificate
and the Class R-LT Certificate collectively, the "Residual Certificates")] as
described herein. The Senior Bonds and the Subordinated Bonds are collectively
referred to herein as the "Offered Bonds." Only the Senior Bonds and the
Subordinated Bonds are offered hereby. The Classes of Bonds will have the
respective Bond Interest Rates described on the cover hereof.
The "Class Principal Amount" of (a) the Senior Bonds (the "Senior Class
Principal Amount") as of any Payment Date is the Original Senior Class Principal
Amount reduced by all amounts previously distributed to holders of the Senior
Bonds as payments of principal, (b) the Subordinated Bonds (the "Subordinated
Class Principal Amount") as of any Payment Date is the lesser of (i) the
aggregate of the Stated Principal Balances of the Mortgage Loans, less the
Senior Class Principal Amount immediately prior to such date, and (ii) the
Original Subordinated Class Principal Amount reduced by all amounts previously
distributed to holders of the Subordinated Bonds as payments of principal [and
(c) the Residual Bonds (the "Residual Class Principal Amount") as of any Payment
Date is the lesser of (i) the aggregate of the Stated Principal Balances of the
Mortgage Loans. Less the Senior and Subordinated Class Principal Amount
immediately prior to such date, and (ii) the Original Residual Class Principal
Amount reduced by all amounts previously distributed to holders of the Residual
Bonds as payments of principal]. The Senior Bonds will have an original Senior
Class Principal Amount of $ (the "Original Senior Class Principal
Amount") and the Subordinated Bonds will have an original Subordinated Class
Principal Amount of $ (the "Original Subordinated Class Principal
Amount") [and the Residual Bonds will have an original Residual Class Principal
Amount of $ (the "Original Residual Class Principal Amount")].
BOOK-ENTRY BONDS
The Bonds will be book-entry Bonds (each, a Class of "Book-Entry Bonds").
Persons acquiring beneficial ownership interests in the Bonds ("Bond Owners")
may elect to hold their Bonds through the Depository Trust Company ("DTC") in
the United States, or CEDEL or Euroclear (in Europe) if they are participants of
such systems, or indirectly through organizations which are participants in such
systems. The Book-Entry Bonds will be issued in one or more certificates which
equal the aggregate principal amount of the Bonds and will initially be
registered in the name of Cede & Co., the nominee of DTC. CEDEL and Euroclear
will hold omnibus positions on behalf of their participants through customers'
securities accounts in CEDEL's and Euroclear's names on the books of their
respective depositaries which in turn will hold such positions in customers'
securities accounts in the depositaries' names on the books of DTC. Citibank,
N.A., will act as depositary for CEDEL and The Chase Manhattan Bank will act as
depositary for Euroclear (in such capacities, individually the "Relevant
Depositary" and collectively the "European Depositaries"). Investors may hold
such beneficial interests in the Book-Entry Bonds in minimum denominations
representing Class
S-7
Principal Amounts of $ and in multiples of $1,000 in excess
thereof. Except as described below, no person acquiring a Book-Entry Bond (each,
a "beneficial owner") will be entitled to receive a physical certificate
representing such Bond (a "Definitive Bond"). Unless and until Definitive Bonds
are issued, it is anticipated that the only "Bondholders" of the Bonds will be
Cede & Co., as nominee of DTC. Bond Owners will not be Bondholders as that term
is used in the Indenture. Bond Owners are only permitted to exercise their
rights indirectly through the participating organizations that utilize the
services of DTC, including securities brokers and dealers, banks and trust
companies and clearing corporations and certain other organizations
("Participants") and DTC.
The beneficial owner's ownership of a Book-Entry Bond will be recorded on
the records of the brokerage firm, bank, thrift institution or other financial
intermediary (each, a "Financial Intermediary") that maintains the beneficial
owner's account for such purpose. In turn, the Financial Intermediary's
ownership of such Book-Entry Bond will be recorded on the records of DTC (or of
a participating firm that acts as agent for the Financial Intermediary, whose
interest will in turn be recorded on the records of DTC, if the beneficial
owner's Financial Intermediary is not a DTC participant, and on the records of
CEDEL or Euroclear, as appropriate).
Bond Owners will receive all payments of principal of, and interest on, the
Bonds from the Bond Trustee through DTC and DTC participants. While the Bonds
are outstanding (except under the circumstances described below), under the
rules, regulations and procedures creating and affecting DTC and its operations
(the "Rules"), DTC is required to make book-entry transfers among Participants
on whose behalf it acts with respect to the Bonds and is required to receive and
transmit payments of principal of, and interest on, the Bonds. Participants and
indirect participants which have indirect access to the DTC system, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a Participant, either directly or indirectly
("Indirect Participants"), with whom Bond Owners have accounts with respect to
Bonds are similarly required to make book-entry transfers and receive and
transmit such payments on behalf of their respective Bond Owners. Accordingly,
although Bond Owners will not possess certificates, the Rules provide a
mechanism by which Bond Owners will receive payments and will be able to
transfer their interest.
Bond Owners will not receive or be entitled to receive certificates
representing their respective interests in the Bonds, except under the limited
circumstances described below. Unless and until Definitive Bonds are issued,
Bond Owners who are not Participants may transfer ownership of Bonds only
through Participants and Indirect Participants by instructing such Participants
and Indirect Participants to transfer Bonds, by book-entry transfer, through DTC
for the account of the purchasers of such Bonds, which account is maintained
with their respective Participants. Under the Rules and in accordance with DTC's
normal procedures, transfers of ownership of Bonds will be executed through DTC
and the accounts of the respective Participants at DTC will be debited and
credited. Similarly, the Participants and Indirect Participants will make debits
or credits, as the case may be, on their records on behalf of the selling and
purchasing Bond Owners.
Because of time zone differences, credits of securities received in CEDEL
or Euroclear as a result of a transaction with a Participant will be made during
subsequent securities settlement processing and dated the business day following
the DTC settlement date. Such credits or any transactions in such securities
settled during such processing will be reported to the relevant Euroclear or
CEDEL Participants on such business day. Cash received in CEDEL or Euroclear as
a result of sales of securities by or through a CEDEL Participant (as defined
herein) or Euroclear Participant (as defined herein) to a DTC Participant will
be received with value on the DTC settlement date but will be available in the
relevant CEDEL or Euroclear cash account only as of the business day following
settlement in DTC. For information relating to tax documentation procedures
relating to the Bonds, see "FEDERAL INCOME TAX CONSEQUENCES -- Withholding with
Respect to Certain Foreign Investors" and "-- Backup Withholding" in the
prospectus and "GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION
PROCEDURES -- Certain U.S. Federal Income Tax Documentation Requirements" in
Annex I hereto.
Transfers between Participants will occur in accordance with DTC Rules.
Transfers between CEDEL Participants and Euroclear Participants will occur in
accordance with their respective rules and operating procedures.
S-8
Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through CEDEL
Participants or Euroclear Participants, on the other, will be effected in DTC in
accordance with DTC rules on behalf of the relevant European international
clearing system by the Relevant Depositary; however, such cross-market
transactions will require delivery of instructions to the relevant European
international clearing system by the counterparty in such system in accordance
with its rules and procedures and within its established deadlines (European
time). The relevant European international clearing system will, if the
transaction meets its settlement requirements, deliver instructions to the
Relevant Depositary to take action to effect final settlement on its behalf by
delivering or receiving securities in DTC, and making or receiving payment in
accordance with normal procedures for same day fund settlement applicable to
DTC. CEDEL Participants and Euroclear Participants may not deliver instructions
directly to the European Depositaries.
DTC, which is a New York-chartered limited purpose trust company, performs
services for its participants, some of which (and/or their representatives) own
DTC. In accordance with its normal procedures, DTC is expected to record the
positions held by each DTC participant in the Book-Entry Bonds, whether held for
its own account or as nominee for another person. In general, beneficial
ownership of Book-Entry Bonds will be subject to the rules, regulations and
procedures governing DTC and DTC participants as in effect from time to time.
CEDEL is incorporated under the laws of Luxembourg as a professional
depository. CEDEL holds securities for its participating organizations ("CEDEL
Participants") and facilitates the clearance and settlement of securities
transactions between CEDEL Participants through electronic book-entry changes in
accounts of CEDEL Participants, thereby eliminating the need for physical
movement of certificates. Transactions may be settled in CEDEL in any of 28
currencies, including United States dollars. CEDEL provides to its CEDEL
Participants, among other things, services for safekeeping, administration,
clearance and settlement of internationally traded securities and securities
lending and borrowing. CEDEL interfaces with domestic markets in several
countries. As a professional depository, CEDEL is subject to regulation by the
Luxembourg Monetary Institute. CEDEL participants are recognized financial
institutions around the world, including underwriters, securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations. Indirect access to CEDEL is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a CEDEL Participant, either directly or indirectly.
Euroclear was created in 1968 to hold securities for its participants
("Euroclear Participants") and to clear and settle transactions between
Euroclear Participants through simultaneous electronic book-entry delivery
against payment, thereby eliminating the need for physical movement of
certificates and any risk from lack of simultaneous transfers of securities and
cash. Transactions may be settled in any of 32 currencies, including United
States dollars. Euroclear includes various other services, including securities
lending and borrowing and interfaces with domestic markets in several countries
generally similar to the arrangements for cross-market transfers with DTC
described above. Euroclear is operated by the Brussels, Belgium office of Morgan
Guaranty Trust Company of New York ("Morgan" and in such capacity, the
"Euroclear Operator"), under contract with Euroclear Clearance Systems S.C., a
Belgian cooperative corporation (the "Cooperative"). All operations are
conducted by Morgan, and all Euroclear securities clearance accounts and
Euroclear cash accounts are accounts with the Euroclear Operator, not the
Belgian Cooperative. The Belgian Cooperative establishes policy for Euroclear on
behalf of Euroclear Participants. Euroclear Participants include banks
(including central banks), securities brokers and dealers and other professional
financial intermediaries. Indirect access to Euroclear is also available to
other firms that clear through or maintain a custodial relationship with a
Euroclear Participant, either directly or indirectly.
The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it is
regulated and examined by the Board of Governors of the Federal Reserve System
and the New York State Banking Department, as well as the Belgian Banking
Commission.
S-9
Securities clearance accounts and cash accounts with Morgan are governed by
the Terms and Conditions Governing Use of Euroclear and the related Operating
Procedures of the Euroclear System and applicable Belgian law (collectively, the
"Terms and Conditions"). The Terms and Conditions govern transfers of securities
and cash within Euroclear, withdrawals of securities and cash from Euroclear,
and receipts of payments with respect to securities in Euroclear. All securities
in Euroclear are held on a fungible basis without attribution of specific
certificates to specific securities clearance accounts. The Euroclear Operator
acts under the Terms and Conditions only on behalf of Euroclear Participants,
and has no record of or relationship with persons holding through Euroclear
Participants.
Payments on the Book-Entry Bonds will be made on each Distribution Date by
the Bond Trustee to DTC. DTC will be responsible for crediting the amount of
such payments to the accounts of the applicable DTC participants in accordance
with DTC's normal procedures. Each DTC participant will be responsible for
disbursing such payments to the beneficial owners of the Book-Entry Bonds that
it represents and to each Financial Intermediary for which it acts as agent.
Each such Financial Intermediary will be responsible for disbursing funds to the
beneficial owners of the Book-Entry Bonds that it represents.
Under a book-entry format, beneficial owners of the Book-Entry Bonds may
experience some delay in their receipt of payments, since such payments will be
forwarded by the Bond Trustee to Cede & Co., as nominee of DTC. Payments with
respect to Bonds held through CEDEL or Euroclear will be credited to the cash
accounts of CEDEL Participants or Euroclear Participants in accordance with the
relevant system's rules and procedures, to the extent received by the Relevant
Depositary. Such payments will be subject to tax reporting in accordance with
relevant United States tax laws and regulations. See "FEDERAL INCOME TAX
CONSEQUENCES -- Withholding with Respect to Certain Foreign Investors" and
"-- Backup Withholding" in the prospectus. Because DTC can only act on behalf of
Financial Intermediaries, the ability of a beneficial owner to pledge Book-Entry
Bonds to persons or entities that do not participate in the depository system,
or otherwise take actions in respect of such Book-Entry Bond, may be limited due
to the lack of physical certificates for such Book-Entry Bonds. In addition,
issuance of the Book-Entry Bonds in book-entry form may reduce the liquidity of
such Bonds in the secondary market since certain potential investors may be
unwilling to purchase Bonds for which they cannot obtain physical certificates.
Monthly and annual reports on the Issuer will be provided to Cede & Co., as
nominee of DTC, and may be made available by Cede & Co. to beneficial owners
upon request, in accordance with the rules, regulations and procedures creating
and affecting DTC or the Relevant Depositary, and to the Financial
Intermediaries to whose DTC accounts the Book-Entry Bonds of such beneficial
owners are credited.
DTC has advised the Issuer and the Bond Trustee that, unless and until
Definitive Bonds are issued, DTC will take any action permitted to be taken by
the holders of the Book-Entry Bonds under the Indenture only at the direction of
one or more Financial Intermediaries to whose DTC accounts the Book-Entry Bonds
are credited, to the extent that such actions are taken on behalf of Financial
Intermediaries whose holdings include such Book-Entry Bonds. CEDEL or the
Euroclear Operator, as the case may be, will take any other action permitted to
be taken by a Bondholder under the Indenture on behalf of a CEDEL Participant or
Euroclear Participant only in accordance with its relevant rules and procedures
and subject to the ability of the Relevant Depositary to effect such actions on
its behalf through DTC. DTC may take actions, at the direction of the related
Participants, with respect to some Bonds which conflict with actions taken with
respect to other Bonds.
Definitive Bonds will be issued to beneficial owners of the Book-Entry
Bonds, or their nominees rather than to DTC, only if (a) DTC or the Issuer
advises the Bond Trustee in writing that DTC is no longer willing, qualified or
able to discharge properly its responsibilities as nominee and depositary with
respect to the Book-Entry Bonds and the Issuer or the Bond Trustee is unable to
locate a qualified successor or (b) the Issuer, at its sole option, elects to
terminate a book-entry system through DTC.
Upon the occurrence of any of the events described in the immediately
preceding paragraph, the Bond Trustee will be required to notify all beneficial
owners of the occurrence of such event and the availability through DTC of the
Definitive Bonds. Upon surrender by DTC of the global certificate or
certificates representing the Book-Entry Bonds and instructions for
re-registration, the Bond Trustee will issue Definitive
S-10
Bonds, and thereafter the Bond Trustee will recognize the holders of such
Definitive Bonds as Bondholders under the Indenture.
Although DTC, CEDEL and Euroclear have agreed to the foregoing procedures
in order to facilitate transfers of Bonds among participants of DTC, CEDEL and
Euroclear, they are under no obligation to perform or continue to perform such
procedures and such procedures may be discontinued at any time.
None of the Master Servicer, the Company, the Issuer or the Bond Trustee
will have any responsibility for any aspect of the records relating to or
payments made on account of beneficial ownership interests of the Book-Entry
Bonds held by Cede & Co., as nominee of DTC, or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
PAYMENTS ON MORTGAGE LOANS; ACCOUNTS
On or prior to the closing date, each Servicer will establish and maintain
or cause to be established and maintained an account or accounts for the
collection of payments on the Mortgage Loans which will be separate from such
Servicer's other assets (each, a "Custodial Account"). On or prior to the
Closing Date, the Master Servicer will establish and maintain or cause to be
established and maintained a separate account or accounts for the collection of
payments on the Mortgage Loans (the "Collection Account"). On or prior to the
Closing Date, the Bond Trustee will establish an account (the "Distribution
Account"), which will be maintained with the Bond Trustee in trust for the
benefit of the Bondholders. On the 18(th) day of each month (or, if such 18(th)
day is not a Business Day, on the immediately preceding Business Day), each
Servicer will remit all amounts on deposit in the related Custodial Account to
the Collection Account. On or prior to the business day immediately preceding
each Payment Date, the Master Servicer will withdraw from the Collection Account
the Bond Distribution Amount for such Payment Date, to the extent of Available
Funds on deposit therein, and will deposit such amount in the Distribution
Account. The "Bond Distribution Amount" for any Payment Date will equal the sum
of (i) the Senior Interest Payment Amount, (ii) the Senior Principal Payment
Amount, (iii) the Subordinated Interest Payment Amount and (iv) the Subordinated
Principal Payment Amount [(v) the Residual Interest Payment Amount and (vi) the
Residual Principal Payment Amount,] (as each such term is defined herein). Funds
credited to the Collection Account or the Distribution Account may be invested
at the direction of the Company for the benefit and at the risk of the Company
in Permitted Investments, as defined in the Indenture, that are scheduled to
mature on or prior to the business day preceding the next Payment Date.
PAYMENTS
Payments on the Bonds will be made by the Bond Trustee on [the th day of
each month], or if such day is not a business day, on the first business day
thereafter, commencing in 200 (each, a "Payment Date"), to the
persons in whose names such Bonds are registered at the close of business on the
last business day of the month preceding the month of such Payment Date (the
"Record Date").
Payments on each Payment Date will be made by check mailed to the address
of the person entitled thereto as it appears on the applicable bond register or,
in the case of a Bondholder who holds 100% of a Class of Bonds or who holds
Bonds with an aggregate initial Class Principal Amount of $1,000,000 or more and
who has so notified the Bond Trustee in writing in accordance with the
Indenture, by wire transfer in immediately available funds to the account of
such Bondholder at a bank or other depository institution having appropriate
wire transfer facilities; provided, however, that the final payment in
retirement of the Bonds will be made only upon presentment and surrender of such
Bonds at the Corporate Trust Office of the Bond Trustee.
As more fully described herein, payments will be made on each Payment Date
from Available Funds in the following order of priority: (i) to interest on the
Senior Bonds; (ii) to principal of the Senior Bonds; (iii) to interest on the
Subordinated Bonds; (iv) to principal of the Subordinated Bonds; [(v) to
interest on the Residual Bonds; (vi) to principal of the Residual Bonds; and]
[(vii) to the holder of the Residual Certificates, all remaining Available
Funds, subject to certain limitations set forth herein under " -- Principal."]
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"Available Funds" with respect to any Payment Date will be equal to the sum
of (i) all scheduled installments of interest (net of the related Expense Fees)
and principal due [on the Due Date in the month] in which such Payment Date
occurs and received prior to the related Determination Date, together with any
Advances in respect thereof; (ii) all proceeds of any primary mortgage guaranty
insurance policies and any other insurance policies with respect to the Mortgage
Loans, to the extent such proceeds are not applied to the restoration of the
related Mortgaged Property or released to the Mortgagor in accordance with the
applicable Servicer's or the Master Servicer's normal servicing procedures
(collectively, "Insurance Proceeds") and all other cash amounts received and
retained in connection with the liquidation of defaulted Mortgage Loans, by
foreclosure or otherwise ("Liquidation Proceeds"), during the [month] preceding
the month of such Payment Date (in each case, net of unreimbursed expenses
incurred in connection with a liquidation or foreclosure and unreimbursed
Advances, if any); (iii) all partial or full prepayments received during the
[month] preceding the month of such Payment Date; and (iv) amounts received with
respect to such Payment Date as the Substitution Adjustment Amount or purchase
price in respect of a Deleted Mortgage Loan or a Mortgage Loan purchased by
Redwood Trust [or by the Master Servicer or the Company] as of such Payment
Date, reduced by amounts in reimbursement for Advances previously made and other
amounts as to which the applicable Servicer or the Master Servicer is entitled
to be reimbursed pursuant to the Master Servicing Agreement.
On each Payment Date after the Subordinated Class Principal Amount and the
Residual Class Principal Amount have been reduced to zero, the amount, if any,
by which the Senior Interest Payment Amount and the Senior Principal Payment
Amount exceed the Available Funds, shall be paid by the Insurer to the Senior
Bondholders pursuant to the Bond Insurance Policy.
INTEREST
The Bond Interest Rate for each Class of Bonds for each Payment Date (each,
a "Bond Interest Rate") is described on the cover hereof. On each Payment Date,
to the extent of funds available therefor, each Class of Bonds will be entitled
to receive an amount allocable to interest as described below (as to each such
Class, as applicable, the "Interest Payment Amount") with respect to the related
Interest Accrual Period. With respect to each Payment Date, the "Interest
Accrual Period" for each Class of Bonds will be the [calendar month] preceding
the month of such Payment Date.
The Interest Payment Amount for the Senior Bonds (the "Senior Interest
Payment Amount") will be equal to the sum of (i) interest at the Senior Bond
Interest Rate on the Senior Class Principal Amount, and (ii) the sum of the
amounts, if any, by which the amount described in clause (i) above on each prior
Payment Date exceeded the amount actually distributed as interest on such prior
Payment Dates and not subsequently distributed. The Interest Payment Amount for
the Subordinated Bonds (the "Subordinated Interest Payment Amount") will be
equal to the sum of (i) interest at the Subordinated Bond Interest Rate on the
Subordinated Class Principal Amount, (ii) interest at the Subordinated Bond
Interest Rate on any Subordinated Principal Carryover Shortfall, (iii) the sum
of the amounts, if any, by which the sum of the amounts described in clauses (i)
and (ii) above on each prior Payment Date exceeded the amount actually
distributed as interest on such prior Payment Dates and not subsequently
distributed (the "Subordinated Interest Carryover Shortfall") and (iv) interest
at the Subordinated Bond Interest Rate on any Subordinated Interest Carryover
Shortfall (to the extent permitted by applicable law). [The Interest Payment
Amount for the Residual Bonds (the "Residual Interest Payment Amount") will be
equal to sum of (i) interest at the Residual Bond Interest Rate on the Residual
Class Principal Amount, (ii) interest at the Residual Bond Interest Rate on any
Residual Principal Carryover Shortfall, (iii) the sum of the amounts, if any, by
which the sum of the amounts described in clauses (i) and (ii) above on each
prior Payment Date exceeded the amount actually distributed as interest on such
prior Payment Dates and not subsequently distributed (the "Residual Interest
Carryover Shortfall") and (iv) interest at the Residual Bond Interest Rate on
any Residual Interest Carryover Shortfall (to the extent permitted by applicable
law).] The Senior Bonds will not be entitled to interest on any Senior Interest
Payment Amount not paid when due prior to such time as the Bonds are declared
immediately due and payable upon the occurrence of an Event of Default as
described herein under " -- Priority of Payments and Allocation of Shortfalls."
S-12
The interest payable on any Payment Date as described above, but not the
entitlement thereto, for the Subordinated Bonds, and in the event of a default
of the Insurer under the Bond Insurance Policy, the Senior Bonds, will be
reduced by their respective proportionate amounts of "Net Interest Shortfalls"
for such Payment Date, if any, based on the amount of interest each Class of
Bonds would otherwise be entitled to receive on such Payment Date before taking
into account any reduction in such amounts resulting from such Net Interest
Shortfalls. With respect to any Payment Date, the "Net Interest Shortfall" is
equal to the amount by which the sum of (i) the amount of interest which would
otherwise have been received with respect to any Mortgage Loan that was the
subject of a Relief Act Reduction and (ii) any Prepayment Interest Shortfalls,
in each case during the calendar month preceding the month of such Payment Date,
exceeds the [sum of (i)] the Master Servicing Fee for such period [and (ii) the
amounts otherwise payable on such Payment Date to the holder of the Residual
Bond as described in clauses "fifth", and "sixth" under " -- Priority of
Payments and Allocation of Shortfalls" below.] A "Relief Act Reduction" is a
reduction in the amount of monthly interest payment on a Mortgage Loan pursuant
to the Servicemembers Civil Relief Act. A "Prepayment Interest Shortfall" is the
amount by which interest paid by a borrower in connection with a prepayment of
principal on a Mortgage Loan is less than one month's interest at the related
Mortgage Rate on the Stated Principal Balance of such Mortgage Loan.
Accrued interest to be paid on any Payment Date will be calculated, in the
case of each Class of Bonds, on the basis of the related Class Principal Amount,
as applicable, immediately prior to such Payment Date. Interest will be
calculated and payable on the basis of a 360-day year divided into twelve 30-day
months.
PRINCIPAL
GENERAL. All payments and other amounts received in respect of principal
of the Mortgage Loans will be allocated among the Senior Bonds, the Subordinated
Bonds [and the Residual Bonds].
SENIOR PRINCIPAL PAYMENT AMOUNT. On each Payment Date, the Available Funds
remaining after payment of interest with respect to the Senior Bonds, up to the
amount of the Senior Principal Payment Amount for such Payment Date, will be
distributed as principal of the Senior Bonds. The "Senior Principal Payment
Amount" for any Payment Date will equal the Senior Percentage of the sum of (a)
the principal portion of the Scheduled Payment due on each Mortgage Loan [on the
related Due Date], (b) the principal portion of the purchase price of each
Mortgage Loan that was purchased by Redwood Trust or another person pursuant to
the Mortgage Loan Purchase Agreement (as defined herein) [or any optional
purchase by the Master Servicer or the Company of a default Mortgage Loan] as of
such Payment Date, (c) the Substitution Adjustment Amount in connection with any
Deleted Mortgage Loan received with respect to such Payment Date, (d) any
Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal
of Mortgage Loans that are not yet Liquidated Mortgage Loans received during the
[calendar month] preceding the month of such Payment Date, (e) with respect to
each Mortgage Loan that became a Liquidated Mortgage Loan during the [calendar
month] preceding the month of such Payment Date, the Stated Principal Balance of
such Mortgage Loan, and (f) all partial and full principal prepayments by
borrowers received during the [calendar month] preceding the month of such
Payment Date.
"Stated Principal Balance" means, as to any Mortgage Loan and Due Date, the
unpaid principal balance of such Mortgage Loan as of such Due Date, as specified
in the amortization schedule at the time relating thereto (before any adjustment
to such amortization schedule by reason of any moratorium or similar waiver or
grace period), after giving effect to any previous partial principal prepayments
and Liquidation Proceeds received and to the payment of principal due on such
Due Date and irrespective of any delinquency in payment by the related
Mortgagor. The "Pool Principal Balance" with respect to any Payment Date equals
the aggregate of the Stated Principal Balances of the Mortgage Loans outstanding
on the Due Date in the month preceding the month of such Payment Date.
The "Senior Percentage" for any Payment Date is the percentage equivalent
of a fraction the numerator of which is the Senior Class Principal Amount
immediately prior to such date and the denominator of which is the sum of (i)
the Senior Class Principal Amount, (ii) the Subordinated Class Principal Amount
[and (iii) the Residual Class Principal Amount,] in each case immediately prior
to such date. The "Subordinated
S-13
Percentage" for any Payment Date is the percentage equivalent of a fraction the
numerator of which is the Subordinated Class Principal Amount immediately prior
to such date and the denominator of which is the sum of (i) the Senior Class
Principal Amount, (ii) the Subordinated Class Principal Amount [and (iii) the
Residual Class Principal Amount,] in each case immediately prior to such date.
SUBORDINATED PRINCIPAL PAYMENT AMOUNT. On each Payment Date, to the extent
of Available Funds therefor, the Subordinated Principal Payment Amount for such
Payment Date will be distributed as principal of the Subordinated Bonds. The
"Subordinated Principal Payment Amount" for any Payment Date will equal the sum
of (i) the Subordinated Percentage of the sum of (a) the principal portion of
the Scheduled Payment due on each Mortgage Loan [on the related Due Date], (b)
the principal portion of the purchase price of each Mortgage Loan that was
purchased by Redwood Trust or another person pursuant to the Mortgage Loan
Purchase Agreement [or by the Master Servicer or the Company in connection with
any optional purchase by the Master Servicer of a defaulted Mortgage Loan] as of
such Payment Date, (c) the Substitution Adjustment Amount in connection with any
Deleted Mortgage Loan received with respect to such Payment Date, (d) any
Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal
of Mortgage Loans that are not yet Liquidated Mortgage Loans received during the
[calendar month] preceding the month of such Payment Date, (e) with respect to
each Mortgage Loan that became a Liquidated Mortgage Loan during the [calendar
month] preceding the month of such Payment Date, the Stated Principal Balance of
such Mortgage Loan and (f) all partial and full principal prepayments by
borrowers received during the [calendar month] preceding the month of such
Payment Date and (ii) any Subordinated Principal Carryover Shortfall. The
"Subordinated Principal Carryover Shortfall" for any Payment Date will equal the
excess of (a) the Original Subordinated Class Principal Amount reduced by all
amounts previously distributed to holders of the Subordinated Bonds as payments
of principal or Subordinated Principal Carryover Shortfall, over (b) the
Subordinated Class Principal Amount immediately prior to such date.
[RESIDUAL PRINCIPAL PAYMENT AMOUNT. On each Payment Date, to the extent of
Available Funds therefor, the Residual Principal Payment Amount shall be
distributed as set forth in the Priority of Payments and Allocation of
Shortfalls.]
PRIORITY OF PAYMENTS AND ALLOCATION OF SHORTFALLS
Prior to the declaration that the Bonds are due and payable, on any Payment
Date Available Funds will be applied in the following order of priority:
first, to the Senior Interest Payment Amount;
second, to the Senior Principal Payment Amount;
third, to the Subordinated Interest Payment Amount;
fourth, to the Subordinated Principal Payment Amount;
[fifth, to the Residual Interest Payment Amount;]
[sixth, to the Residual Amount Payment; and]
[seventh, to the holder of the Residual Certificate, the balance of
any Available Funds remaining in the Bond Account.]
If a Realized Loss results in the Stated Principal Balances of the Mortgage
Loans declining in an amount greater than the sum of (i) the payments of
principal on the Senior Bonds, (ii) the payments of principal on the
Subordinated Bonds [and (iii) the payments of principal on the Residual Bonds],
the Senior Percentage, the Subordinated Percentage [and the residual percentage]
may shift (as a result of their methods of computation as described above under
"-- Principal") such that funds available in the Distribution Account for
payments of principal on each future Payment Date may be allocated in a higher
ratio to the Senior Bonds as a result of such shortfall. This shift of the
Senior Percentage, the Subordinated Percentage [and the Residual Percentage] may
cause the Senior Bonds to amortize more rapidly, and the Subordinated Bonds [and
the Residual Bonds] to amortize more slowly, than would otherwise have been the
case in the absence of
S-14
such shortfalls. An investor should consider the risk that, in the case of any
Bond purchased at a discount, a slower than anticipated rate of principal
payments on the Mortgage Loans could result in an actual yield to such investor
that is lower than the anticipated yield and, in the case of any Bond purchased
at a premium, a faster than anticipated rate of principal payments on the
Mortgage Loans could result in an actual yield to such investor that is lower
than the anticipated yield. In addition, an investor in the Bonds should
consider the risk that there can be no assurance that investors in the Bonds
will be able to reinvest the payments thereon at yields equaling or exceeding
the yields on such Bonds. It is possible that yields on any such reinvestments
will be lower, and may be significantly lower, than the yields on the Bonds. See
"RISK FACTORS -- Yield, Prepayment and Maturity Risks" herein and "RISK
FACTORS -- Prepayment and Yield Considerations" in the Prospectus. In general, a
"Realized Loss" means, with respect to a Liquidated Mortgage Loan, the amount by
which the remaining unpaid principal balance of the related Mortgage Loan
exceeds the amount of Liquidation Proceeds applied to the principal balance of
the related Mortgage Loan. A "Liquidated Mortgage Loan" is a defaulted Mortgage
Loan as to which the Master Servicer has determined that all recoverable
liquidation and insurance proceeds have been received.
Under the Indenture, an Event of Default will not occur solely due to the
occurrence of Shortfalls that affect only the Subordinated Bonds [and/or the
Residual Bonds] until all the Senior Bonds have been paid in full and then only
if Shortfalls on the Subordinated Bonds have not been paid. In addition, an
Event of Default by reason of any Shortfalls that affect the Senior Bonds will
occur on any Payment Date only when the Pool Principal Balance is less than the
principal amount of the Senior Bonds outstanding after application of all
available amounts on deposit in the Distribution Account on such Payment Date.
Nevertheless, at any time following an Event of Default arising from a Shortfall
affecting the Senior Bonds, the holders of outstanding Bonds, whether Senior
Bonds or Subordinated Bonds [or Residual Bonds], representing more than 50% in
principal amount of all Bonds then outstanding, may declare the Bonds due and
payable or take any other action pursuant to the terms of the Indenture. Until
the Bonds have been declared due and payable following an Event of Default, the
holders of the Subordinated Bonds [or the Residual Bonds] may not request the
Bond Trustee to take any action, other than the application of available funds
in the Distribution Account to pay principal and interest as provided herein,
and may not otherwise cause any action to be taken to enforce the obligation of
the Issuer to pay principal and interest on the Subordinated Bonds.
Additionally, prior to the Bonds being declared due and payable following an
Event of Default, the Senior Bonds will not accrue interest in any form on the
interest component of any Shortfall attributable to the Senior Bonds. Should an
Event of Default occur, payments will be allocated on each Payment Date in
accordance with the priorities described herein under " -- Principal", which
would otherwise be applicable on such Payment Date had an Event of Default not
occurred.
If Available Funds are insufficient to make payments on the Senior Bonds,
Senior Bondholders will be dependent upon the ability of the Insurer to meet its
obligations under the Bond Insurance Policy. For any Payment Date, the amount of
Available Funds will be dependent in part upon whether any Realized Losses have
been incurred on the Mortgage Loans during the most recent Prepayment Period.
Realized Losses on the Mortgage Loans will be allocated first to the [Residual
Bonds], second to the Subordinated Bonds and third, in the event the Insurer
defaults on its obligations under the Bond Insurance Policy, to the Senior
Bonds.
STATED MATURITY
The Stated Maturity for each Class of Bonds is the date determined by the
Company which is years after the Payment Date immediately following the latest
maturity date of any Mortgage Loan. The Stated Maturity of each Class of Bonds
is , 20 .
STRUCTURING ASSUMPTIONS
Unless otherwise specified, the information in the tables in this
Prospectus Supplement has been prepared on the basis of the following assumed
characteristics of the Mortgage Loans and the following additional
S-15
assumptions (collectively, the "Structuring Assumptions"): (i) the Mortgage Loan
Pool consists of one Mortgage Loan with the following characteristics:
<Table>
<Caption>
ORIGINAL TERM REMAINING TERM
PRINCIPAL NET MORTGAGE IN MATURITY TO MATURITY
BALANCE MORTGAGE RATE RATE (IN MONTHS) (IN MONTHS)
----------------- ------------- ------------ ------------- --------------
$ % %
</Table>
(ii) the Mortgage Loans prepay at the specified constant Prepayment Assumptions,
(iii) no defaults in the payment by Mortgagors of principal of and interest on
the Mortgage Loans are experienced, (iv) scheduled payments on the Mortgage
Loans are received on the first day of each month commencing in the calendar
month following the Closing Date and are computed prior to giving effect to
prepayments received on the last day of the prior month, (v) prepayments are
allocated as described herein without giving effect to loss and delinquency
tests, (vi) there are no Net Interest Shortfalls and prepayments represent
prepayments in full of individual Mortgage Loans and are received on the last
day of each month, commencing in the calendar month of the Closing Date, (vii)
the scheduled monthly payment for each Mortgage Loan has been calculated based
on the assumed mortgage loan characteristics described in item (i) above such
that each such mortgage loan will amortize in amounts sufficient to repay the
principal balance of such assumed mortgage loan by its remaining term to
maturity, (viii) the initial Class Principal Amount, of each Class of Bonds, is
as set forth on the cover page hereof and under "SUMMARY -- Securities Other
than the Bonds" herein, (ix) interest accrues on each Class of Bonds at the
applicable interest rate described on the cover hereof or described herein, (x)
payments in respect of the Bonds are received in cash on the th day of each
month commencing in the calendar month following the Closing Date, (xi) the
closing date of the sale of the Bonds is , 200 , (xii) Redwood Trust
is not required to purchase or substitute for any Mortgage Loan and (xiii) [the
Master Servicer or the Company does not exercise any option to purchase any
Mortgage Loans described herein under "-- Optional Purchase of Defaulted Loans"]
and the Issuer does not exercise any option to redeem the Bonds as described
herein under "-- Redemption at the Option of the Issuer." While it is assumed
that each of the Mortgage Loans prepays at the specified constant Prepayment
Assumptions, this is not likely to be the case. Moreover, discrepancies exist
between the characteristics of the actual Mortgage Loans which will be delivered
to the Bond Trustee and characteristics of the Mortgage Loans assumed in
preparing the tables herein.
Prepayments of mortgage loans commonly are measured relative to a
prepayment standard or model. The model used in this Prospectus Supplement (the
"Prepayment Assumption") represents an assumed rate of prepayment each month
relevant to the then outstanding principal balance of a pool of mortgage loans.
The Prepayment Assumption does not purport to be either an historical
description of the prepayment experience of any pool of mortgage loans or a
prediction of the anticipated rate of prepayment of any pool of mortgage loans,
including the Mortgage Loans. A 100% Prepayment Assumption assumes a Constant
Prepayment Rate ("CPR") of % 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 % per annum in each month thereafter until the
month. Beginning in the month and in each month thereafter during the life of
such mortgage loans, a 100% Prepayment Assumption assumes a CPR of % per
annum each month. As used in the tables below, a % Prepayment Assumption
assumes a prepayment rate equal to % of the Prepayment Assumption.
Correspondingly, a % Prepayment Assumption assumes a prepayment rate equal
to % of the Prepayment Assumption, and so forth.
OPTIONAL PURCHASE OF DEFAULTED LOANS
The Master Servicer or the Company may, at its option, purchase from the
Issuer any Mortgage Loan which is delinquent in payment by days or more.
Any such purchase will be at a price equal to 100% of the Stated Principal
Balance of such Mortgage Loan plus accrued interest thereon at the applicable
Mortgage Rate from the date through which interest was last paid by the related
Mortgagor or advanced to the first day of the month in which such amount is to
be distributed.
S-16
WEIGHTED AVERAGE LIVES OF THE BONDS
The weighted average life of a Bond is determined by (a) multiplying the
amount of the reduction, if any, of the Class Principal Amount of such Bond on
each Payment Date by the number of years from the date of issuance to such
Payment Date, (b) summing the results and (c) dividing the sum by the aggregate
amount of the reductions in Class Principal Amount of such Bond referred to in
clause (a).
For a discussion of the factors which may influence the rate of payments
(including prepayments) of the Mortgage Loans, see "RISK FACTORS -- Yield,
Prepayment and Maturity Risks" herein and "RISK FACTORS -- Prepayment and Yield
Considerations" in the Prospectus.
In general, the weighted average lives of the Bonds will be shortened if
the level of prepayments of principal of the Mortgage Loans increases. However,
the weighted average lives of the Bonds will depend upon a variety of other
factors, including the timing of changes in such rate of principal payments and
the priority sequence of distributions of principal of the Classes of Bonds. See
"DESCRIPTION OF THE BONDS -- Principal" herein.
The interaction of the foregoing factors may have different effects on the
Senior Bonds and the Subordinated Bonds [and the Residual Bonds] and the effects
on any Class may vary at different times during the life of such Class.
Accordingly, no assurance can be given as to the weighted average life of any
Class of Bonds. Further, to the extent the prices of the Bonds represent
discounts or premiums to their respective original Class Principal Amounts,
variability in the weighted average lives of such Classes of Bonds will result
in variability in the related yields to maturity. For an example of how the
weighted average lives of the Classes of Bonds may be affected at various
constant Prepayment Assumptions, see the Decrement Tables below.
DECREMENT TABLES
The following tables indicate the percentages of the initial Class
Principal Amounts of the Classes of Bonds that would be outstanding after each
of the dates shown at various constant Prepayment Assumptions and the
corresponding weighted average lives of such Classes. The tables have been
prepared on the basis of the Structuring Assumptions. It is not likely that (i)
all of the Mortgage Loans will have the characteristics assumed, (ii) all of the
Mortgage Loans will prepay at the constant Prepayment Assumptions specified in
the tables or at any constant Prepayment Assumption or (iii) all of the Mortgage
Loans will prepay at the same rate. Moreover, the diverse remaining terms to
maturity of the Mortgage Loans could produce slower or faster principal payments
than indicated in the tables at the specified constant Prepayment Assumptions,
even if the weighted average remaining term to maturity of the Mortgage Loans is
consistent with the remaining terms to maturity of the Mortgage Loans specified
in the Structuring Assumptions.
PERCENT OF INITIAL CLASS PRINCIPAL AMOUNTS OUTSTANDING
[DECREMENT TABLES]
REDEMPTION AT THE OPTION OF THE ISSUER
The Bonds may be redeemed in whole, but not in part, at the Issuer's
option, on any Payment Date on or after the earlier of (a) years after the
initial issuance of the Bonds and (b) the Payment Date on which the sum of (i)
the Senior Class Principal Amount (ii) the Subordinated Class Principal Amount
and [(iii) the Residual Class Principal Amount, after giving effect to payments
to be made on such Payment Date, is % or less of the aggregate of the
Stated Principal Balances of the Mortgage Loans as of the Cut-off Date, at a
redemption price equal to 100% of the unpaid principal amount of such Bonds
(including, in the case of the Subordinated Bonds, any unpaid Subordinated
Principal Carryover Shortfall), plus accrued and unpaid interest at the
applicable Bond Interest Rate through the month preceding the month in which
such optional redemption date occurs. The Bonds are not otherwise subject to
call or redemption at the option of the Issuer nor are they subject to special
redemption.
S-17
Notice of any redemption to be made at the option of the Issuer must be
given by the Issuer to the Bond Trustee not less than 30 days prior to the
redemption date and must be mailed by the Issuer or the Bond Trustee to affected
Bondholders at least ten days prior to the redemption date.
CONTROLLING CLASS UNDER THE INDENTURE
For the purposes described in the prospectus under the headings "The
Indenture -- Modification of Indenture," "-- Events of Default" and "Rights Upon
Event of Default," the "Controlling Class" shall be the Class A-1 Bondholders
or, if the Class A-1 Bonds are no longer outstanding, the Class B-1 Bondholders.
CREDIT ENHANCEMENT
Credit enhancement for the Senior Bonds will be provided by the
Subordinated Bonds, [by the Residual Bonds] and by the Bond Insurance Policy (as
defined herein). [Credit enhancement for the Subordinated Bonds will be provided
by the Residual Bonds.]
SUBORDINATION
The rights of holders of the Subordinated Bonds [and the Residual Bonds] to
receive payments with respect to the Mortgage Loans will be subordinated to such
rights of the holders of the Senior Bonds [and the rights of the holders of the
Residual Bonds will be subordinated to such rights of the holders of the
Subordinated Bonds, in each case only to the extent described herein.]
The subordination of the Subordinated Bonds [and the Residual Bonds] to the
Senior Bonds [and the further subordination of the Residual Bonds to the
Subordinated Bonds] are each intended to increase the likelihood of timely
receipt by the holders of Bonds with higher relative payment priority of the
maximum amount to which they are entitled on any Payment Date and to provide
such holders protection against losses resulting from defaults on Mortgage Loans
to the extent described herein. [However, the amount of protection afforded the
Subordinated Bondholders by subordination of the Residual Bonds may be exhausted
and Shortfalls in payments on the Subordinated Bonds could result. Any losses
realized on the Mortgage Loans in excess of the protection afforded by the
Residual Bonds will result in losses on the Subordinated Bonds.]
THE BOND INSURANCE POLICY
[DESCRIPTION OF THE BOND INSURANCE POLICY]
THE INSURER
[DESCRIPTION OF THE INSURER]
SECURITY FOR THE BONDS
GENERAL
The Bonds will be secured by assignments to the Bond Trustee of collateral
consisting of (i) the Mortgage Loans, (ii) funds on deposit in the Bond Account
and the Distribution Account, (iii) the Issuer's rights under the Master
Servicing Agreement, (iv) [the Issuer's rights under any Servicing Agreement,]
(v) the Issuer's rights under the Mortgage Loan Purchase Agreement (as defined
herein), and (vi) the proceeds of all of the foregoing.
THE MORTGAGE LOANS
The Bonds will be secured by a pool (the "Mortgage Loan Pool") of
-year conventional mortgage loans secured by first liens on one- to
four-family residential properties (each, a "Mortgaged Property"). None of the
Mortgage Loans will be guaranteed by any governmental agency. All of the
Mortgage Loans will have been deposited with the Issuer by the Company which, in
turn, will have acquired them from Redwood Trust
S-18
pursuant to an agreement (the "Mortgage Loan Purchase Agreement") between the
Company and Redwood Trust. All of the Mortgage Loans will have been acquired by
Redwood Trust in the ordinary course of its business and substantially in
accordance with the underwriting criteria specified herein.
GENERAL. Under the Mortgage Loan Purchase Agreement, Redwood Trust will
make certain representations, warranties and covenants to the Company relating
to, among other things, the due execution and enforceability of the Mortgage
Loan Purchase Agreement and certain characteristics of the Mortgage Loans and,
subject to the limitations described below under " -- Assignment of Mortgage
Loans," will be obligated to purchase or substitute a similar mortgage loan for
any Mortgage Loan as to which there exists deficient documentation or an uncured
material breach of any such representation, warranty or covenant. Under the
Deposit Trust Agreement, the Company will assign all of its rights under the
Mortgage Loan Purchase Agreement to the Issuer. Under the Indenture, the Issuer
will pledge all its right, title and interest in and to such representations,
warranties and covenants (including Redwood Trust's purchase obligation) to the
Bond Trustee for the benefit of the Bondholders. The Issuer will make no
representations or warranties with respect to the Mortgage Loans and will have
no obligation to repurchase or substitute Mortgage Loans with deficient
documentation or which are otherwise defective. The obligations of Redwood Trust
with respect to the Bonds are limited to Redwood Trust's obligation to purchase
or substitute Mortgage Loans with deficient documentation or which are otherwise
defective under the Mortgage Loan Purchase Agreement.
Certain information with respect to the Mortgage Loan Pool is set forth
below. Prior to the Closing Date, Mortgage Loans may be removed from the
collateral and other Mortgage Loans may be substituted therefor. The Issuer
believes that the information set forth herein with respect to the Mortgage
Loans as presently constituted is representative of the characteristics of the
Mortgage Loans as they will be constituted at the Closing Date, although certain
characteristics of the Mortgage Loans in the Mortgage Loan Pool may vary. Unless
otherwise indicated, information presented below expressed as a percentage
(other than rates of interest) are approximate percentages based on the Stated
Principal Balances of the Mortgage Loans as of the Cut-off Date.
As of the Cut-off Date, the aggregate of the Stated Principal Balances of
the Mortgage Loans is expected to be approximately $ (the "Cut-off Date
Pool Principal Balance"). [The Mortgage Loans provide for the amortization of
the amount financed over a series of substantially equal monthly payments.] All
of the Mortgage Loans provide for payments due on the first day of each month
(the "Due Date"). At origination, substantially all of the Mortgage Loans had
stated terms to maturity of years. Scheduled monthly payments made by the
Mortgagors on the Mortgage Loans ("Scheduled Payments") either earlier or later
than the scheduled Due Dates thereof will not affect the amortization schedule
or the relative application of such payments to principal and interest.
[Mortgagors may prepay their Mortgage Loans at any time without penalty.]
Each Mortgage Loan will bear interest at a [fixed][adjustable] Mortgage
Rate. [Each Mortgage Loan will bear interest at a Mortgage Rate, subject to
annual adjustment on the first day of the month specified in the related
Mortgage Note (each such date, an "Adjustment Date"), equal to the sum, rounded
to the nearest of one percentage point ( %), of (i)
(the "Index") as made available by the and most recently available
as of days prior to the Adjustment Date and (ii) a fixed percentage amount
specified in the related Mortgage Note (the "Margin") provided, however, that
the Mortgage Rate will not increase or decrease by more than percentage points
( %), except for Mortgage Loans, representing approximately % of
the Cut-off Date Pool Principal Balance which will not increase or decrease by
more than percentage points ( %), on the first Adjustment Date or more
than percentage points ( %) on any Adjustment Date thereafter (the
"Periodic Rate Cap"). The Index with respect to any Bond Interest Rate and any
Payment Date shall be the Index in effect as of the first day of the month
preceding the month in which such Payment Date occurs.]
[All of the Mortgage Loans provide that over the life of the Mortgage Loan
the Mortgage Rate will in no event increase by more than the Mortgage Rate fixed
at origination plus a fixed number of percentage points specified in the related
Mortgage Note (such rate, the "Maximum Rate"). None of the Mortgage Loans are
subject to minimum Mortgage Rates. Effective with the first payment due on a
Mortgage Loan after each
S-19
related Adjustment Date, the Scheduled Payment will be adjusted to an amount
which will pay interest at the adjusted rate and fully amortize the
then-outstanding principal balance of the Mortgage Loan over its remaining term.
If the Index ceases to be published or is otherwise unavailable, the Master
Servicer will select an alternative index based upon comparable information.]
Each Mortgage Loan is, by its terms, assumable in connection with a
transfer of the related Mortgaged Property if the proposed transferee submits
certain information to the Master Servicer required to enable it to evaluate the
transferee's ability to repay the Mortgage Loan and if the Master Servicer
reasonably determines that the security for the Mortgage Loan would not be
impaired by the assumption. See "RISK FACTORS" herein and in the Prospectus.
Each Mortgage Loan was originated on or after , 19 .
The latest stated maturity date of any Mortgage Loan is , 20 .
The earliest stated maturity date of any Mortgage Loan is , 20 .
[As of the Cut-off Date, no Mortgage Loan was delinquent more than
days.]
[None of the Mortgage Loans are subject to buydown agreements.] [No
Mortgage Loan provides for deferred interest or negative amortization.]
No Mortgage Loan had a Loan-to-Value Ratio at origination of more than
%. [Except for Mortgage Loans, representing approximately % of
the Cut-off Date Pool Principal Balance,] each Mortgage Loan with a
Loan-to-Value Ratio at origination of greater than 80% is covered by a primary
mortgage insurance policy (each a "Primary Mortgage Insurance Policy") issued by
a mortgage insurance company acceptable to the Federal National Mortgage
Association ("FNMA"), the Federal Home Loan Mortgage Corporation ("FHLMC") or
any nationally recognized statistical rating organization, which policy provides
coverage of a portion of the original principal balance of the related Mortgage
Loan equal to the product of the original principal balance thereof and a
fraction, the numerator of which is the excess of the original principal balance
of the related Mortgage Loan over 75% of the lesser of the appraised value and
selling price of the related Mortgage Property and the denominator of which is
the original principal balance of the related Mortgage Loan, plus accrued
interest thereon and related foreclosure expenses. No such Primary Mortgage
Insurance Policy will be required with respect to any such Mortgage Loan after
the date on which the related Loan-to-Value Ratio is 80% or less or, based on a
new appraisal, the principal balance of such Mortgage Loan represents 80% or
less of the new appraised value. See " -- Underwriting Standards" herein.
The "Loan-to-Value Ratio" of a Mortgage Loan at any given time is a
fraction, expressed as a percentage, the numerator of which is the principal
balance of the related Mortgage Loan at the date of determination and the
denominator of which is (a) in the case of a purchase, the lesser of the selling
price of the Mortgaged Property and its appraised value determined in an
appraisal obtained by the originator at origination of such Mortgage Loan, or
(b) in the case of a refinance, the appraised value of the Mortgaged Property at
the time of such refinance. No assurance can be given that the value of any
Mortgaged Property has remained or will remain at the level that existed on the
appraisal or sales date. If residential real estate values generally or in a
particular geographic area decline, the Loan-to-Value Ratios might not be a
reliable indicator of the rates of delinquencies, foreclosures and losses that
could occur with respect to such Mortgage Loans.
S-20
The following information sets forth in tabular format certain information,
as of the Cut-off Date, as to the Mortgage Loans. Other than with respect to
rates of interest, percentages (approximate) are stated by Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date and have been rounded in
order to total 100%.
<Table>
<Caption>
ORIGINAL LOAN-TO-VALUE RATIOS(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
ORIGINAL LOAN-TO-VALUE RATIOS(%) LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
$ %
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) The weighted average original Loan-to-Value Ratio of the Mortgage Loans is
expected to be approximately %.
<Table>
<Caption>
ORIGINAL TERMS TO MATURITY(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
ORIGINAL TERM TO MATURITY (MONTHS) LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
$ %
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) As of the Cut-off Date, the weighted average remaining term to maturity of
the Mortgage Loans is expected to be approximately months.
S-21
<Table>
<Caption>
CURRENT MORTGAGE LOAN PRINCIPAL BALANCE(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
RANGE OF CURRENT MORTGAGE LOAN PRINCIPAL BALANCES LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
$ %
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) As of the Cut-off Date, the average current Mortgage Loans principal balance
is expected to be approximately $ .
<Table>
<Caption>
CURRENT MORTGAGE RATES(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
CURRENT MORTGAGE RATES(%) LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
$ %
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) As of the Cut-off Date, the weighted average Mortgage Rate of the Mortgage
Loans is expected to be approximately % per annum.
S-22
<Table>
<Caption>
PURPOSE OF MORTGAGE LOANS
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
LOAN PURPOSE LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
Purpose................................................ $ %
Refinance (Rate or Term)...............................
Refinance (Cash-out)...................................
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
<Table>
<Caption>
STATE DISTRIBUTION OF MORTGAGED PROPERTIES(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
STATE LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
$ %
Other(1)...............................................
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) Other includes other states, and the District of Columbia, with under %
concentrations individually. No more than approximately % of the Mortgage
Loans will be secured by Mortgaged Properties located in any one postal zip
code area.
<Table>
<Caption>
DOCUMENTATION FOR MORTGAGE LOANS
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
TYPE OF PROGRAM LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
Full................................................... $ %
Alternative............................................
Reduced................................................
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
<Table>
<Caption>
OCCUPANCY TYPES(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
OCCUPANCY TYPE LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
Primary Home........................................... $ %
Investor...............................................
Second Home............................................
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) Based upon representations of the related Mortgagors at the time of
origination.
S-23
<Table>
<Caption>
PROPERTY TYPE
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
PROPERTY TYPE LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
Single Family.......................................... $ %
Planned Unit Development
Condominium............................................
2-4 Units..............................................
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
<Table>
<Caption>
MAXIMUM MORTGAGE RATES(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
LIFETIME CAPS(%) LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
$ %
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) As of the Cut-off Date, the weighted average Lifetime Cap of the Mortgage
Loans is expected to be approximately % per annum.
<Table>
<Caption>
MARGIN(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
MARGIN LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
$ %
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) As of the Cut-off Date, the weighted average margin of the Mortgage Loans is
expected to be approximately %.
S-24
<Table>
<Caption>
NEXT NOTE RATE ADJUSTMENT DATES(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
MONTHS LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
$ %
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) As of the Cut-off Date, the weighted average months to the next Adjustment
Date of the Mortgage Loans was approximately months.
THE INDEX
[DESCRIPTION OF INDEX]
ASSIGNMENT OF THE MORTGAGE LOANS
Pursuant to the Indenture, the Issuer on the Closing Date will pledge,
transfer, assign, set over and otherwise convey without recourse to the Bond
Trustee in trust for the benefit of the Bondholders all right, title and
interest of the Issuer in and to each Mortgage Loan and all right, title and
interest in and to all other assets included in the Collateral, including all
principal and interest received on or with respect to the Mortgage Loans,
exclusive of principal and interest due on or prior to the Cut-off Date.
In connection with such transfer and assignment, the Issuer will deliver or
cause to be delivered to the Bond Trustee, or a custodian for the Bond Trustee,
among other things, the original promissory note (the "Mortgage Note") (and any
modification or amendment thereto) endorsed in blank without recourse, the
original instrument creating a first lien on the related Mortgaged Property (the
"Mortgage") with evidence of recording indicated thereon, an assignment in
recordable form of the Mortgage, the title policy with respect to the related
Mortgaged Property and, if applicable, all recorded intervening assignments of
the Mortgage and any riders or modifications to such Mortgage Note and Mortgage
(except for any such document not returned from the public recording office,
which will be delivered to the Bond Trustee as soon as the same is available to
the Issuer) (collectively, the "Mortgage File"). [Assignments of the Mortgage
Loans to the Bond Trustee (or its nominee) will be recorded in the appropriate
public office for real property records, except in states such as California
where, in the opinion of counsel, such recording is not required to protect the
Bond Trustee's interest in the Mortgage Loans against the claim of any
subsequent transferee or any successor to or creditor of the Issuer.]
The Bond Trustee will review each Mortgage File within days of the
Closing Date (or promptly after the Bond Trustee's receipt of any document
permitted to be delivered after the Closing Date) and if any document in a
Mortgage File is found to be missing or defective in a material respect and the
Issuer does not cure such defect within days of notice thereof from the
Bond Trustee (or within such longer period not to exceed days after the
Closing Date as provided in the Mortgage Loan Purchase Agreement in the case of
missing documents not returned from the public recording office), Redwood Trust
will be obligated to purchase the related Mortgage Loan. Rather than purchase
the Mortgage Loan as provided above, Redwood
S-25
Trust may remove such Mortgage Loan (a "Deleted Mortgage Loan") from the
Collateral and substitute in its place another mortgage loan (a "Replacement
Mortgage Loan"). Any Replacement Mortgage Loan generally will, on the date of
substitution, among other characteristics set forth in the Mortgage Loan
Purchase Agreement, (i) have a principal balance, after deduction of all
Scheduled Payments due in the month of substitution, not in excess of, and not
more than % less than, the Stated Principal Balance of the Deleted Mortgage
Loan (the amount of any shortfall to be deposited in the Bond Account by Redwood
and held for distribution to the Bondholders on the related Payment Date (a
"Substitution Adjustment Amount")), (ii) have a Mortgage Rate not lower than,
and not more than % per annum higher than, that of the Deleted Mortgage Loan,
(iii) have a Loan-to-Value Ratio not higher than that of the Deleted Mortgage
Loan, (iv) have a remaining term to maturity not greater than (and not more than
less than) that of the Deleted Mortgage Loan, and (v) comply with all
of the representations and warranties set forth in the Mortgage Loan Purchase
Agreement as of the date of substitution. This cure, purchase or substitution
obligation constitutes the sole remedy available to Bondholders or the Bond
Trustee for omission of, or a material defect in, a Mortgage Loan document.
Notwithstanding anything contained herein to the contrary, no Replacement
Mortgage Loan may be substituted for a Deleted Mortgage Loan at any time after
two (2) years after the Closing Date.
UNDERWRITING STANDARDS
All of the Mortgage Loans have been purchased by Redwood Trust in the
ordinary course of business directly from banks, savings and loan associations,
mortgage bankers and other mortgage loan originators (each, an "Originator") or
in the secondary market. Redwood Trust approves individual institutions as
eligible Originators after an evaluation of certain criteria, including the
Originator's mortgage origination and servicing experience and financial
stability. Each Originator and/or the entity from which Redwood Trust purchased
the Mortgage Loans will represent and warrant that all Mortgage Loans originated
and/or sold by it will have been underwritten in accordance with standards
consistent with those utilized by mortgage lenders generally during the period
of origination.
Underwriting standards are applied by or on behalf of a lender to evaluate
the borrower's credit standing and repayment ability, and the value and adequacy
of the related Mortgaged Property as collateral. In general, a prospective
borrower applying for a loan is required to fill out a detailed application
designed to provide to the underwriting officer pertinent credit information. As
part of the description of the borrower's financial condition, the borrower
generally is required to provide a current list of assets and liabilities and a
statement of income and expense, as well as 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. In most cases, an employment
verification is obtained from an independent source (typically the borrower's
employer) which verification reports, among other things, the length of
employment with that organization, the current salary, and whether it is
expected that the borrower will continue such employment in the future. If a
prospective borrower is self-employed, the borrower may be required to submit
copies of signed tax returns. The borrower may also be required to authorize
verification of deposits at financial institutions where the borrower has demand
or savings accounts.
SERVICING OF THE MORTGAGE LOANS
GENERAL
, with its principal master servicing offices at ,
will perform the duties of Master Servicer in accordance with the terms set
forth in the Indenture. The Master Servicer will not be ultimately responsible
for the performance of the servicing activities by a Servicer, except as
described under "-- Servicing Compensation and Payment of Expenses; Master
Servicing Compensation," "-- Adjustment to Servicing Fees in Connection with
Certain Prepaid Mortgage Loans" and "-- Advances" below. If any Servicer fails
to fulfill its obligations under the applicable Servicing Agreement, the Master
Servicer is obligated to terminate that Servicer and appoint a successor
servicer as provided in the Indenture.
S-26
FORECLOSURE, DELINQUENCY AND LOSS EXPERIENCE
The following table summarizes the delinquency, foreclosure and loss
experience, respectively, as of December 31, , December 31, and
December 31, on approximately $ , $ and $ ,
respectively, in outstanding principal balance of conventional mortgage loans
master serviced by . commenced master servicing
conventional mortgage loans during . The delinquency and foreclosure
percentages and the loss experience may be affected by the size and relative
lack of seasoning of the servicing portfolio because many of such mortgage loans
were not outstanding long enough to give rise to some or all of the indicated
periods of delinquency. Accordingly, the information should not be considered as
a basis for assessing the likelihood, amount or severity of delinquency or
losses on the Mortgage Loans, and no assurances can be given that the
foreclosure, delinquency and loss experience presented in the table below will
be indicative of such experience on the Mortgage Loans in the future:
<Table>
<Caption>
AS OF AS OF AS OF
DECEMBER 31, DECEMBER 31, DECEMBER 31,
199 199 199
------------ ------------ ------------
Total Number of Conventional Mortgage Loans in
Portfolio...........................................
Delinquent Mortgage Loans and Pending Foreclosures at
Period End(1):......................................
30-59 days.......................................
60-89............................................
90 days or more (excluding foreclosures).........
Total Delinquencies..............................
Foreclosures pending
Total delinquencies and foreclosures pending........
Net Loss(2)...........................................
</Table>
- ---------------
(1) As a percentage of the total number of loans master serviced.
(2) There is no material difference between gross loss and net loss.
There can be no assurance that factors beyond the Master Servicer's
control, such as national or local economic conditions or downturns in the real
estate markets of its lending areas, will not result in increased rates of
delinquencies and foreclosure losses in the future. [For example, over the last
several years there has been a general deterioration of the real estate market
and weakening of the economy in many regions of the of the country, including
California. The general deterioration of the real estate market has been
reflected in increases in delinquencies of loans secured by real estate, slower
absorption rates of real estate into the market and lower sales prices for real
estate. The general weakening of the economy has been reflected in decreases in
the financial strength of borrowers and decreases in the value of collateral
serving as collateral for loans. If the real estate market and economy continue
to decline, the Master Servicer may experience an increase in delinquencies on
the loans it services and higher net loss on liquidated loans.]
SERVICING AND COLLECTION PROCEDURES
Servicing functions to be performed by each Servicer under the related
Servicing Agreement include collection and remittance of principal and interest
payments, administration of mortgage escrow accounts, collection of certain
insurance claim and, if necessary, foreclosure. Each Servicer may contract with
subservicers to perform some or all of such Servicer's servicing duties, but the
Servicer will not thereby be released from its obligations under the related
Servicing Agreement. When used herein with respect to servicing obligations, the
term Servicer includes a subservicer.
Each Servicer will make reasonable efforts to collect all payments called
for under the Mortgage Loans and will, consistent with the related Servicing
Agreement and any primary mortgage insurance policy, follow such collection
procedures as are customary with respect to mortgage loans that are comparable
to the Mortgage Loans. Consistent with the above, each Servicer may, in its
discretion, (i) waive any assumption fee, late payment or other charge in
connection with a Mortgage Loan and (ii) to the extent not consistent
S-27
with the coverage of such Mortgage Loan by a primary mortgage insurance policy,
arrange with a mortgagor a schedule for the liquidation of delinquencies. So
long as no Event of Default has occurred and is continuing under the Indenture,
the Bond Issuer's prior approval or consent will be required for certain
servicing activities such as modification of the terms of any Mortgage Loan and
the sale of any defaulted Mortgage Loan or REO Property.
Pursuant to each Servicing Agreement, the Servicer will deposit collections
on the Mortgage Loans into the Custodial Account established by it. Each
Custodial Account is required to be kept segregated from operating accounts of
the related Servicer and to meet the eligibility criteria set forth in the
related Servicing Agreement. Under each Servicing Agreement, amounts on deposit
in the Custodial Account may be invested in certain permitted investments
described therein. Any losses resulting from such investments are required to be
reimbursed to the Custodial Account by the related Servicer out of its own
funds.
On or before the closing date, the Master Servicer, on behalf of the
Trustee, will establish the Collection Account into which each Servicer will
remit all amounts required to be deposited therein pursuant to the related
Servicing Agreement (net of such Servicer's servicing compensation) on the
18(th) day of each month (or, if the 18(th) is not a Business Day, on the
immediately preceding Business Day). Not later than the 15(th) day of each month
(a "Determination Date"), each Servicer will furnish to the Master Servicer
information with respect to loan level remittance data for such month's
remittance.
In the event of a default by a Servicer under its Servicing Agreement, the
Master Servicer will have the right to remove the Servicer and will exercise the
right if it considers such removal to be in the best interest of the
Bondholders. In the event that the Master Servicer removes a Servicer, the
Master Servicer will, in accordance with the Indenture, act as successor
servicer under the related Servicing Agreement or will appoint a successor
servicer reasonably acceptable to the Bond Issuer and the Bond Trustee. In
connection with the removal of a Servicer, the Master Servicer will be entitled
to be reimbursed from the assets of the Bond Issuer for all of its reasonable
costs associated with the termination of the Servicer and the transfer of
servicing to a successor servicer.
SERVICING COMPENSATION AND PAYMENT OF EXPENSES; MASTER SERVICING COMPENSATION
Each Servicer shall be entitled to receive, from interest actually
collected on each Mortgage Loan serviced by it, a servicing fee (the "Servicing
Fee") equal to the product of (1) the principal balance of such Mortgage Loans
as of the first day of the related Due Period and (2) a per annum rate (the
"Servicing Fee Rate") ranging from approximately % to approximately %.
As of the Cut-off Date, the weighted average Servicing Fee Rate is approximately
% per annum. The Servicers are also entitled to receive, as additional
servicing compensation, all late payment fees, assumption fees and other similar
charges and all reinvestment income earned on amounts on deposit in the
Custodial Accounts.
The Master Servicer will be paid a monthly fee (the "Master Servicer Fee")
with respect to each Mortgage Loan, calculated as % annually (the "Master
Servicing Fee Rate") of the Stated Principal Balance of each Mortgage Loan as of
the first day of the related Due Period. The Master Servicer will pay the fees
of the Bond Trustee from the Master Servicing Fee. As additional compensation
for master servicing, the Master Servicer is entitled to retain all investment
earnings on amounts on deposit in the Distribution Account.
The amount of the Master Servicing Fee and each Servicer's Servicing Fee is
subject to adjustment with respect to prepaid Mortgage Loans, as described below
under "-- Adjustment to Servicing Fees in Connection with Certain Prepaid
Mortgage Loans."
ADJUSTMENT TO SERVICING FEES IN CONNECTION WITH CERTAIN PREPAID MORTGAGE LOANS
When a borrower prepays a Mortgage Loan in full between Due Dates, the
borrower is required to pay interest on the amount prepaid only to the date of
prepayment and not thereafter. Principal prepayments by borrowers received by a
Servicer during the Due Period for a Payment Date will be distributed to
Bondholders on the related Payment Date. Thus, less than one month's interest
may have been collected on Mortgage
S-28
Loans that have been prepaid in full with respect to any Payment Date. Pursuant
to each Servicing Agreement, either (i) the related Servicing Fee for any month
will be reduced (but not below zero) by the amount of any prepayment Interest
Shortfall or (ii) the related Servicer will be required to make payments in
respect of Prepayment Interest Shortfalls from its own funds with respect to
Mortgage Loans serviced by such Servicer. The Master Servicer is obligated to
reduce a portion of its Master Servicing Fee for the related Payment Date to the
extent necessary to fund any Prepayment Interest Shortfalls required to be paid
but not paid by a Servicer. The amount of interest available to be paid to
Bondholders will be reduced by any uncompensated Prepayment Interest Shortfalls.
ADVANCES
Subject to the limitations described in the following paragraph, each
Servicer will be required to advance prior to each Payment Date, from its own
funds, or funds in its Custodial Account that are not otherwise required to be
remitted to the Distribution Account for such Payment Date, an amount equal to
the scheduled payment of interest at the related Mortgage Rate (less the
applicable Servicing Fee Rate) and scheduled principal payment on each Mortgage
Loan which were due on the related Due Date and which were not received prior to
the related Determination Date (any such advance, a "Monthly Advance"). The
Master Servicer will be obligated to make any required Monthly Advance if the
Servicer fails in its obligation to do so, to the extent provided in the
Indenture and the related Servicing Agreement.
Monthly Advances are intended to maintain a regular flow of scheduled
interest and principal payments on the Bonds rather than to guarantee or insure
against losses. Each Servicer is obligated to make Monthly Advances with respect
to delinquent payments of interest and principal on each Mortgage Loan serviced
by it, to the extent that such Monthly Advances are, in its reasonable judgment,
recoverable from future payment and collections or insurance payments or
proceeds of liquidation of the related Mortgage Loans. Any failure by a Servicer
to make a Monthly Advance as required under the related Servicing Agreement will
constitute a default thereunder, in which case the Master Servicer will be
required, as successor servicer, to make a Monthly Advance in accordance with
the terms of the Indenture; provided, however, that in no event will the Master
Servicer be required to make a Monthly Advance that is not, in its reasonable
judgment, recoverable from future payments and collections or insurance payments
or proceeds of liquidation of the related Mortgage Loans. If a Servicer
determines on any Determination Date to make a Monthly Advance, such Monthly
Advance will be included with the payment to Bondholders on the related Payment
Date. Any failure by the Master Servicer to make a Monthly Advance as required
under the Indenture will constitute a Master Servicer Default thereunder, in
which case the Trustee or the successor master servicer will be obligated to
make such Monthly Advance.
EVIDENCE AS TO COMPLIANCE
Each Servicing Agreement provides that on or before a specified date in
each year, a firm of independent public accountants will furnish a statement to
the Master Servicer, the Bond Issuer and the Bond Trustee to the effect that, on
the basis of the examination by such firm conducted substantially in compliance
with the Uniform Single Attestation Program for Mortgage Bankers, the servicing
by or on behalf of the Servicer was conducted in compliance with its Servicing
Agreement, except for any significant exceptions or errors in records that, in
the opinion of the firm, the Uniform Single Attestation Program for Mortgage
Bankers requires it to report.
Each Servicing Agreement also provides for delivery to the Master Servicer,
the Bond Issuer and the Bond Trustee, on or before a specified date in each, of
an annual officer's certificate to the effect that the Servicer has fulfilled
its obligations under its Servicing Agreement throughout the preceding year.
MASTER SERVICER DEFAULT; SERVICER DEFAULT
If the Master Servicer is in default in its obligations under the
Indenture, the Bond Trustee may, and must if directed to do so by Bondholders
having more than 50% of the Class Principal Amount applicable to
S-29
each Class of Bonds affected thereby, terminate the Master Servicer and either
appoint a successor Master Servicer in accordance with the Indenture or succeed
to the responsibilities of the Master Servicer.
If a Servicer is in default in its obligations under the applicable
Servicing Agreement, the Master Servicer may, at its option, terminate the
defaulting Servicer and either appoint a successor Servicer in accordance with
the applicable Servicing Agreement and the Indenture or succeed to the
responsibilities of the terminated Servicer.
RESIGNATION OF SERVICERS; ASSIGNMENT AND MERGER
A Servicer may not resign from its obligations and duties under its
Servicing Agreement or assign or transfer its rights, duties or obligations
except (i) upon a determination that its duties thereunder are no longer
permissible under applicable law, (ii) in certain cases, upon the sale of
substantially all of its assets or (iii) upon a sale of its servicing rights
with respect to the Mortgage Loans with the prior written consent of the Bond
Issuer, which consent may not be unreasonably withheld. No such resignation will
become effective until the Master Servicer or a successor servicer appointed by
it has assumed the Servicer's obligations and duties under such Servicing
Agreement.
Any person into which a Servicer may be merged or consolidated, any person
resulting from any merger or consolidation which a Servicer is a party, any
person succeeding to the business of a Servicer or any person to whom a Servicer
assigns or transfers its duties and obligations, will be the successor of such
Servicer under the related Servicing Agreement.
USE OF PROCEEDS
The Issuer intends to distribute all of the net proceeds of the issuance of
the Bonds to the Company which will use such proceeds to pay certain
indebtedness incurred by Redwood Trust in connection with the acquisition of the
Mortgage Loans.
FEDERAL INCOME TAX CONSEQUENCES
Investors may wish to review the material set forth in this section
together with the information in the section "Federal Income Tax Consequences"
in the prospectus.
For federal income tax purposes, the Trust Estate [(exclusive of the rights
in respect of the Additional Collateral)] will consist of a pool of assets with
respect to which an election will be made to treat such pool as a "real estate
mortgage investment conduit" ("REMIC") for federal income tax purposes. The
Class A and Class B Bonds will be designated as "regular interests" in the REMIC
and the Class R [Bonds/Certificates] will represent the "residual interest" in
the [upper tier/lower tier] REMIC.
The Class A and Class B Bonds may be treated as having been issued with
original issue discount. The prepayment assumption that will be used for
purposes of computing original issue discount, if any, for federal income tax
purposes is a CPR of []%. No representation is made that the Mortgage Loans
will, in fact, prepay at this or any other rate.
ERISA MATTERS
Fiduciaries of employee benefit plans and certain other retirement plans
and arrangements, including individual retirement accounts and annuities, Keogh
plans, and collective investment funds in which such plans, accounts, annuities
or arrangements are invested, that are subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or corresponding provisions of the
Internal Revenue Code of 1986, as amended (the "Code") (any of the foregoing a
"Plan"), persons acting on behalf of a Plan, or persons using the assets of a
Plan ("Plan Investors"), should carefully review with their legal advisors
whether the purchase or holding of the Bonds could give rise to a transaction
that is prohibited under ERISA or the Code or cause the Mortgage Loans securing
the Bonds to be treated as "plan assets" for purposes of
S-30
regulations of the Department of Labor set forth in 29 C.F.R. 2510.3-101 (the
"Plan Asset Regulations"). Prospective investors should be aware that, although
certain exceptions from the application of the prohibited transaction rules and
the Plan Asset Regulations exist, there can be no assurance that any such
exception will apply with respect to the acquisition of the Bonds.
If the Bonds are treated as equity for purposes of ERISA, the purchaser of
the Bonds could be treated as having acquired a direct interest in the Mortgage
Loans securing the Bonds. In that event, the purchase, holding, or resale of the
Bonds could result in a transaction that is prohibited under ERISA or the Code.
Furthermore, regardless of whether the Bonds are treated as equity for purposes
of ERISA, the acquisition or holding of the Bonds by or on behalf of a Plan
could still be considered to give rise to a prohibited transaction if the
Issuer, the Trustee, the Master Servicer, any Servicer or any of their
respective Affiliates is or becomes a party in interest or a disqualified person
with respect to such Plan. However, one or more alternative exemptions may be
available with respect to certain prohibited transaction rules of ERISA that
might apply in connection with the initial purchase, holding and resale of the
Bonds, depending in part upon the type of Plan fiduciary making the decision to
acquire the Bonds and the circumstances under which such decision is made. Those
exemptions include, but are not limited to: (i) Prohibited Transaction Class
Exemption ("PTCE") 95-60, regarding investments by insurance company general
accounts; (ii) PTCE 91-38, regarding investments by bank collective investment
funds; (iii) PTCE 90-1, regarding investments by insurance company pooled
separate accounts; (iv) PTCE 84-14, regarding transactions negotiated by
qualified professional asset managers; or (v) PTCE 96-23, regarding transactions
effected by in-house asset managers. Before purchasing the Bonds, a Plan subject
to the fiduciary responsibility provisions of ERISA or described in Section
4975(e)(1) (and not exempt under Section 4975(g)) of the Code should consult
with its counsel to determine whether the conditions of any exemption would be
met. A purchaser of the Bonds should be aware, however, that even if the
conditions specified in one or more exemptions are met, the scope of the relief
provided by an exemption might not cover all acts that might be construed as
prohibited transactions.
Although not entirely free from doubt, the Issuer believes that the Bonds
will be treated as debt obligations without significant equity features for
purposes of the Plan Asset Regulations. Accordingly, a Plan that acquires the
Bonds should not be treated as having acquired a direct interest in the assets
of the Issuer. However, there can be no complete assurance that the Bonds will
be treated as debt obligations without significant equity features for purposes
of the Plan Asset Regulations. [Revise per REMIC regular interests]
METHOD OF DISTRIBUTION
Subject to the terms and conditions set forth in the Underwriting Agreement
between the depositor, Redwood Trust and the underwriter, the depositor has
agreed to cause the issuer to sell to the underwriter, and the underwriter has
agreed to purchase from the Issuer, the Bonds. Distribution of the bonds will be
made by the underwriter from time to time in negotiated transactions or
otherwise at varying prices to be determined at the time of sale. In connection
with the sale of the bonds, the Underwriter may be deemed to have received
compensation from the issuer in the form of underwriting discounts.
The underwriter intends to make a secondary market in the bonds, but has no
obligation to do so. There can be no assurance that a secondary market for the
bonds will develop or, if it does develop, that it will continue or that it will
provide bondholders with a sufficient level of liquidity of investment. The
bonds will not be listed on any national securities exchange.
The depositor and Redwood Trust have agreed to indemnify the underwriter
against, or make contributions to the underwriter with respect to, certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
LEGAL MATTERS
The validity of the Bonds will be passed upon for the Issuer by Tobin &
Tobin, a professional corporation, San Francisco, California. Certain tax
matters will be passed upon by for the Issuer by Chapman and Cutler LLP, San
Francisco, California. will act as counsel for the underwriter.
S-31
RATINGS
It is a condition of the issuance of the Senior Bonds that they be rated
AAA by and AAA by ( and ,
together, the "Rating Agencies"). It is a condition to the issuance of the
Subordinated Bonds that they be rated [AA] by .
The ratings assigned by to collateralized mortgage obligations
address the likelihood of the receipt of all payments on the mortgage loans by
the related bondholders under the agreements pursuant to which such bonds are
issued. 's ratings take into consideration the credit quality of the
related mortgage pool, including any credit support providers, structural and
legal aspects associated with such bonds, and the extent to which the payment
stream on the mortgage pool is adequate to make the payments required by such
bonds. 's ratings on such bonds do not, however, constitute a
statement regarding frequency of prepayments of the mortgage loans.
The ratings assigned by to the Senior Bonds address the
likelihood of the receipt of all payments on the mortgage loans by the related
Bondholders under the agreements pursuant to which such bonds are issued.
's ratings take into consideration the credit quality of the related
mortgage pool, including any credit support providers, structural and legal
aspects associated with such bonds, and the extent to which the payment stream
on such mortgage pool is adequate to make payments required by such bonds.
's ratings on such bonds do not, however, constitute a statement
regarding frequency of prepayments on the related mortgage loans.
The ratings of the Rating Agencies do not address the possibility that, as
a result of principal prepayments, Bondholders may receive a lower than
anticipated yield.
The ratings assigned to the Bonds should be evaluated independently from
similar ratings on other types of securities. A rating is not a recommendation
to buy, sell or hold securities and may be subject to revision or withdrawal at
any time by the Rating Agencies.
The Issuer has not requested a rating of the Bonds by any rating agency
other than the Rating Agencies; there can be no assurance, however, as to
whether any other rating agency will rate the Bonds or, if it does, what rating
would be assigned by such other rating agency. The rating assigned by such other
rating agency to the Bonds could be lower than the respective ratings assigned
by the Rating Agencies.
S-32
INDEX OF DEFINED TERMS
<Table>
<Caption>
PAGE
----
Adjustment Date............................................. S-22
Advance..................................................... S-31
Available Funds............................................. S-14
Belgian Cooperative......................................... S-12
Beneficial owner............................................ S-10
Bond Distribution Amount.................................... S-14
Bond Interest Rate.......................................... S-15
Bond Owners................................................. S-10
Bond Trustee................................................ S-3
Bonds....................................................... S-1, S-3, S-9
Book-Entry Bonds............................................ S-10
CEDEL Participants.......................................... S-11
Class Principal Amount...................................... S-10
Code........................................................ S-32
Collection Account.......................................... S-11
Company..................................................... S-3, S-9
Controlling Class........................................... S-20
Cooperative................................................. S-12
CPR......................................................... S-19
Custodial Account........................................... S-11
Cut-off Date Pool Principal Balance......................... S-22
Definitive Bond............................................. S-10
Deleted Mortgage Loan....................................... S-28
Deposit Trust Agreement..................................... S-3
Distribution Account........................................ S-13
DTC......................................................... S-10
Due Date.................................................... S-22
ERISA....................................................... S-5, S-32
Euroclear Operator.......................................... S-12
Euroclear Participants...................................... S-12
European Depositaries....................................... S-10
Expense Fee Rate............................................ S-30
FHLMC....................................................... S-23
Financial Intermediary...................................... S-10
FNMA........................................................ S-23
Index....................................................... S-22
Indirect Participants....................................... S-11
Insurance Proceeds.......................................... S-11
Interest Accrual Period..................................... S-15
Interest Payment Amount..................................... S-15
Issuer...................................................... S-3
Liquidated Mortgage Loan.................................... S-17
Liquidation Proceeds........................................ S-14
Loan-to-Value Ratio......................................... S-23
Management Agreement........................................ S-3
Margin...................................................... S-22
</Table>
S-33
<Table>
<Caption>
PAGE
----
Master Servicing Fee........................................ S-30
Maximum Rate................................................ S-22
Morgan...................................................... S-12
Mortgage.................................................... S-28
Mortgage File............................................... S-28
Mortgage Loan Pool.......................................... S-21
Mortgage Loan Purchase Agreement............................ S-21
Mortgage Loans.............................................. S-21
Mortgage Note............................................... S-28
Mortgaged Property.......................................... S-21
Net Interest Shortfall...................................... S-15
Net Interest Shortfalls..................................... S-15
Offered Bonds............................................... S-1, S-3, S-10
Original Subordinated Class Principal Amount................ S-10
Original Senior Class Principal Amount...................... S-10
Original Residual Class Principal Amount.................... S-10
Originator.................................................. S-28
Owner Trustee............................................... S-3
Participants................................................ S-10
Payment Date................................................ S-14
Periodic Rate Cap........................................... S-22
Plan........................................................ S-32
Plan Asset Regulations...................................... S-32
Plan Investors.............................................. S-32
Pool Principal Balance...................................... S-16
Prepayment Assumption....................................... S-19
Prepayment Interest Shortfall............................... S-15
Primary Mortgage Insurance Policy........................... S-23
PTCE........................................................ S-32
Rating Agencies............................................. S-6, S-33
Realized Loss............................................... S-17
Record Date................................................. S-14
Redwood Trust............................................... S-3, S-9
Relevant Depositary......................................... S-10
Relief Act Reduction........................................ S-15
REMIC....................................................... S-32
REO Property................................................ S-31
Replacement Mortgage Loan................................... S-28
Residual Bonds.............................................. S-9
Residual Certificates....................................... S-10
Residual Class Principal Amount............................. S-10
Residual Interest Carryover Shortfall....................... S-15
Residual Interest Payment Amount............................ S-15
Rules....................................................... S-10
Scheduled Payments.......................................... S-22
Senior Bond Interest Rate................................... S-15
Senior Bonds................................................ S-3, S-9
Senior Class Principal Amount............................... S-10
</Table>
S-34
<Table>
<Caption>
PAGE
----
Senior Interest Payment Amount.............................. S-15
Senior Percentage........................................... S-16
Senior Principal Payment Amount............................. S-16
Servicer.................................................... S-29
Servicing Agreement......................................... S-29
Servicing Fee............................................... S-30
Shortfalls.................................................. S-17
SMMEA....................................................... S-6
Stated Principal Balance.................................... S-16
Structuring Assumptions..................................... S-18
Subordinated Bond Interest Rate............................. S-15
Subordinated Bonds.......................................... S-3, S-9
Subordinated Class Principal Amount......................... S-10
Subordinated Interest Carryover Shortfall................... S-15
Subordinated Interest Payment Amount........................ S-15
Subordinated Percentage..................................... S-16
Subordinated Principal Carryover Shortfall.................. S-16
Subordinated Principal Payment Amount....................... S-16
Substitution Adjustment Amount.............................. S-28
Terms and Conditions........................................ S-12
</Table>
S-35
ANNEX I
GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES
Except in certain limited circumstances, the globally offered Sequoia
Mortgage Trust , Collateralized Mortgage Bonds (the "Global Bonds")
will be available only in book-entry form. Investors in the Global Bonds may
hold such Global Bonds through any of The Depository Trust Company ("DTC"),
CEDEL or Euroclear. The Global Bonds will be tradeable as home market
instruments in both the European and U.S. domestic markets. Initial settlement
and all secondary trades will settle in same-day funds.
Secondary market trading between investors holding Global Bonds through
CEDEL and Euroclear will be conducted in the ordinary way in accordance with
their normal rules and operating procedures and in accordance with conventional
Eurobond practice (i.e., seven calendar day settlement).
Secondary market trading between investors holding Global Bonds through DTC
will be conducted according to the rules and procedures applicable to U.S.
corporate debt obligations and prior collateralized mortgage bond issues.
Secondary cross-market trading between CEDEL or Euroclear and DTC
Participants holding Global Bonds will be effected on a delivery-against-payment
basis through the respective Depositaries of CEDEL and Euroclear (in such
capacity) and as DTC Participants.
Non-U.S. holders (as described below) of Global Bonds will be subject to
U.S. withholding taxes unless such holders meet certain requirements and deliver
appropriate U.S. tax documents to the securities clearing organizations or their
participants.
INITIAL SETTLEMENT
All Global Bonds will be held in book-entry form by DTC in the name of Cede
& Co. as nominee of DTC. Investors' interests in the Global Bonds will be
represented through financial institutions acting on their behalf as direct and
indirect participants in DTC (each, a "DTC Participant"). As a result, CEDEL and
Euroclear will hold positions on behalf of their participants through their
respective Depositaries, which in turn will hold such positions in accounts as
DTC Participants.
Investors electing to hold their Global Bonds through DTC will follow the
settlement practices' applicable to other collateralized mortgage bond issues.
Investor securities custody accounts will be credited with their holdings
against payment in same-day funds on the settlement date.
Investors electing to hold their Global Bonds through CEDEL or Euroclear
accounts will follow the settlement procedures applicable to conventional
Eurobonds, except that there will be no temporary global security and no
"lock-up" or restricted period. Global Bonds will be credited to the securities
custody accounts on the settlement date against payment in same-day funds.
SECONDARY MARKET TRADING
Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value
date.
TRADING BETWEEN DTC PARTICIPANTS. Secondary market trading between DTC
Participants will be settled using the procedures applicable to prior
collateralized mortgage bond issues in same-day funds.
TRADING BETWEEN CEDEL AND/OR EUROCLEAR PARTICIPANTS. Secondary market
trading between CEDEL Participants or Euroclear Participants will be settled
using the procedures applicable to conventional Eurobonds in same-day funds.
TRADING BETWEEN DTC SELLER AND CEDEL OR EUROCLEAR PURCHASER. When Global
Bonds are to be transferred from the account of a DTC Participant to the account
of a CEDEL Participant or a Euroclear Participant, the purchaser will send
instructions to CEDEL or Euroclear through a CEDEL Participant or Euroclear
Participant at least one business day prior to settlement. CEDEL or Euroclear
will instruct the
S-36
respective Depositary, as the case may be, to receive the Global Bonds against
payment. Payment will include interest accrued on the Global Bonds from and
including the last coupon payment date to and excluding the settlement date, on
the basis of the actual number of days in such accrual period and a year assumed
to consist of 360 days. For transactions settling on the 31st of the month,
payment will include interest accrued to and excluding the first day of the
following month. Payment will then be made by the respective Depositary of the
DTC Participant's account against delivery of the Global Bonds. After settlement
has been completed, the Global Bonds will be credited to the respective clearing
system and by the clearing system, in accordance with its usual procedures, to
the CEDEL Participant's or Euroclear Participant's account. The securities
credit will appear the next day (European time) and the cash debt will be
back-valued to, and the interest on the Global Bonds will accrue from, the value
date (which would be the preceding day when settlement occurred in New York). If
settlement is not completed on the intended value date (i.e., the trade fails),
the CEDEL or Euroclear cash debt will be valued instead as of the actual
settlement date.
CEDEL Participants and Euroclear Participants will need to make available
to the respective clearing systems the funds necessary to process same-day funds
settlement. The most direct means of doing so is to preposition funds for
settlement, either from cash on hand or existing lines of credit, as they would
for any settlement occurring within CEDEL or Euroclear. Under this approach,
they may take on credit exposure to CEDEL or Euroclear until the Global Bonds
are credited to their accounts one day later.
As an alternative, if CEDEL or Euroclear has extended a line of credit to
them, CEDEL Participants or Euroclear Participants can elect not to preposition
funds and allow that credit line to be drawn upon the finance settlement. Under
this procedure, CEDEL Participants or Euroclear Participants purchasing Global
Bonds would incur overdraft charges for one day, assuming they cleared the
overdraft when the Global Bonds were credited to their accounts. However,
interest on the Global Bonds would accrue from the value date. Therefore, in
many cases the investment income on the Global Bonds earned during that one-day
period may substantially reduce or offset the amount of such overdraft charges,
although this result will depend on each CEDEL Participant's or Euroclear
Participant's particular cost of funds.
Since the settlement is taking place during New York business hours, DTC
Participants can employ their usual procedures for sending Global Bonds to the
respective European Depository for the benefit of CEDEL Participants or
Euroclear Participants. The sale proceeds will be available to the DTC seller on
the settlement date. Thus, to the DTC Participants a cross-market transaction
will settle no differently than a trade between two DTC Participants.
TRADING BETWEEN CEDEL OR EUROCLEAR SELLER AND DTC PURCHASER. Due to time
zone differences in their favor, CEDEL Participants and Euroclear Participants
may employ their customary procedures for transactions in which Global Bonds are
to be transferred by the respective clearing system, through the respective
Depositary, to a DTC Participant. The seller will send instructions to CEDEL or
Euroclear through a CEDEL Participant or Euroclear Participant at least one
business day prior to settlement. In these cases CEDEL or Euroclear will
instruct the respective Depositary, as appropriate, to deliver the Global Bonds
to the DTC Participant's account against payment. Payment will include interest
accrued on the Global Bonds from and including the last coupon payment to and
excluding the settlement date on the basis of the actual number of days in such
accrual period and a year assumed to consist of 360 days. For transactions
settling on the 31st of the month, payment will include interest accrued to and
excluding the first day of the following month. The payment will then be
reflected in the account of the CEDEL Participant or Euroclear Participant the
following day, and receipt of the cash proceeds in the CEDEL Participant's or
Euroclear Participant's account would be back-valued to the value date (which
would be the preceding day, when settlement occurred in New York). Should the
CEDEL Participant or Euroclear Participant have a line of credit with its
respective clearing system and elect to be in debt in anticipation of receipt of
the sale proceeds in its account, the back-valuation will extinguish any
overdraft incurred over that one-day period. If settlement is not completed on
the intended valued date (i.e., the trade fails), receipt of the cash proceeds
in the CEDEL Participant's or Euroclear Participant's account would instead be
valued as of the actual settlement date.
Finally, day traders that use CEDEL or Euroclear and that purchase Global
Bonds from DTC Participants for delivery to CEDEL Participants or Euroclear
Participants should note that these trades would
S-37
automatically fail on the sale side unless affirmative action were taken. At
least three techniques should be readily available to eliminate this potential
problem:
(a) borrowing through CEDEL or Euroclear for one day (until the
purchase side of the day trade is reflected in their CEDEL or Euroclear
accounts) in accordance with the clearing system's customary procedures;
(b) borrowing the Global Bonds in the U.S. from a DTC Participant no
later than one day prior to settlement, which would give the Global Bonds
sufficient time to be reflected in their CEDEL or Euroclear account in
order to settle the sale side of the trade; or
(c) staggering the value dates for the buy and sell sides of the trade
so that the value date for the purchase from the DTC Participant is at
least one day prior to the value date for the sale to the CEDEL Participant
or Euroclear Participant.
CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS
A beneficial owner of the Global Bonds holding securities through CEDEL or
Euroclear (or through DTC if the holder has an address outside the U.S.) will be
subject to the 30% U.S. withholding tax that generally applies to payments of
interest (including original issue discount) on registered debt issued by U.S.
Persons, unless (i) each clearing system, bank or other financial institution
that holds customers' securities in the ordinary course of its trade or business
in the chain of intermediaries between such beneficial owner and the U.S. entity
required to withhold tax complies with applicable certification requirements and
(ii) such beneficial owner takes one of the following steps to obtain an
exemption or reduced tax rate:
EXEMPTION FOR NON-U.S. PERSONS (FORM W-8). Beneficial owners of the Global
Bonds that are non-U.S. Persons can obtain a complete exemption from the
withholding tax by filing a signed Form W-8 (Certificate of Foreign Status). If
the information shown on Form W-8 changes, a new Form W-8 must be filed within
30 days of such change.
EXEMPTION FOR NON-U.S. PERSONS WITH EFFECTIVELY CONNECTED INCOME (FORM
4224). A non-U.S. Person, including a non-U.S. corporation or bank with a U.S.
branch, for which the interest income is effectively connected with its conduct
of a trade or business in the United States, can obtain an exemption from the
withholding tax by filing Form 4224 (Exemption from Withholding of Tax on Income
Effectively Connected with the Conduct of a Trade or Business in the United
States).
EXEMPTION OR REDUCED RATE FOR NON-U.S. PERSONS RESIDENT IN TREATY COUNTRIES
(FORM 1001). Non-U.S. Persons that are Bond Owners residing in a country that
has a tax treaty with the United States can obtain an exemption or reduced tax
rate (depending on the treaty terms) by filing Form 1001 (Ownership, Exemption
or Reduced Rate Certificate). If the treaty provides only for a reduced rate,
withholding tax will be imposed at that rate unless the filer alternatively
files Form W-8. Form 1001 may be filed by the Bond Owner or his agent.
EXEMPTION FOR U.S. PERSONS (FORM W-9). U.S. Persons can obtain a complete
exemption from the withholding tax by filing Form W-9 (Payer's Request for
Taxpayer Identification Number and Certification).
U.S. FEDERAL INCOME TAX REPORTING PROCEDURE. The Bond Owner of a Bond or,
in the case of a Form 1001 or a Form 4224 filer, his agent, files by submitting
the appropriate form to the person through whom it holds (the clearing agency,
in the case of persons holding directly on the books of the clearing agency).
Form W-8 and Form 1001 are effective for three calendar years and Form 4224 is
effective for one calendar year.
The term "U.S. Person" means 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, or an estate
whose income is subject to U.S. federal income tax regardless of its source of
income, or a trust if a court within the United States is able to exercise
primary supervision of the administration of the trust and one or more United
States fiduciaries have the authority to control all substantial decisions of
the trust. This summary does not deal with all aspects of U.S. federal income
tax withholding that may be relevant to foreign holders of the Global Bonds.
Investors are advised to consult their own tax advisors for specific tax advice
concerning their holding and disposing of the Global Bonds.
S-38
The information in this prospectus supplement is not complete and may be
changed. We may not sell these securities until the registration statement filed
with the SEC is effective. This prospectus supplement is not an offer to sell
these securities and is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED , 200
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED , 2004)
$ (APPROXIMATE)
SEQUOIA MORTGAGE TRUST 200
MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 200
[LOGO] [ ]
AS DEPOSITOR
[LOGO] [ ]
AS MASTER SERVICER
The certificates
represent obligations
of the trust only and
do not represent an
interest in or
obligation of the
depositor, the trustee
or any of their
affiliates.
This prospectus
supplement may be used
to offer and sell the
certificates only if
accompanied by the
prospectus.
THE TRUST
- will issue classes of senior certificates;
- will issue a single residual certificate; and
- will make a REMIC election for federal income tax
purposes.
THE CERTIFICATES
- represent the entire beneficial interest in a trust,
whose assets consist of pools of
conventional mortgage loans;
- currently have no trading market; and
- are obligations of the trust only and are not
obligations of the depositor or its affiliates.
CREDIT ENHANCEMENT
- will be provided in the form of overcollateralization
and an irrevocable and unconditional certificate
guaranty insurance policy issued by
[Insurer].
REVIEW THE INFORMATION IN "RISK FACTORS" ON PAGE S-8 HEREIN AND ON PAGE 7 IN THE
PROSPECTUS.
- - For complete information about the certificates, read both this prospectus
supplement and the prospectus.
- - , the underwriter, will buy the offered certificates from
at a price equal to of their face value. The
underwriter will sell the offered certificates from time to time in negotiated
transactions.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
[UNDERWRITER]
, 200
TABLE OF CONTENTS
<Table>
PROSPECTUS SUPPLEMENT
Important Notice about the Information Presented in this
Prospectus Supplement and the Accompanying Prospectus..... S-3
Where You can Find More Information......................... S-3
Summary..................................................... S-4
Risk Factors................................................ S-8
The Insurer................................................. S-9
The Depositor............................................... S-9
Description of the Mortgage Loans........................... S-9
Servicing of the Mortgage Loans............................. S-17
Description of the Certificates............................. S-19
Use of Proceeds............................................. S-34
Federal Income Tax Consequences............................. S-34
Prepayment and Yield Considerations......................... S-34
State Taxes................................................. S-37
ERISA Considerations........................................ S-37
Legal Investment Considerations............................. S-38
Underwriting................................................ S-38
Experts..................................................... S-38
Legal Matters............................................... S-38
Ratings..................................................... S-38
Index of Defined Terms...................................... S-40
Annex I: Insurer's Audited Financial Statements............. A-I-1
Annex II: Clearance, Settlement and Tax Documentation
Procedures................................................ A-II-1
</Table>
S-2
IMPORTANT NOTICE ABOUT THE INFORMATION PRESENTED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
We tell you about the certificates in two separate documents that
progressively provide more detail: (1) the accompanying prospectus, which
provides general information, some of which may not apply to your series of
certificates, and (2) this prospectus supplement, which describes the specific
terms of your series of certificates and may be different from the information
in the prospectus.
IF THE TERMS OF YOUR SERIES OF CERTIFICATES AND ANY OTHER INFORMATION
CONTAINED HEREIN VARY BETWEEN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS, YOU SHOULD RELY ON THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT.
You can find a listing of the pages where capitalized terms used in this
prospectus supplement are defined under "Index of Defined Terms" beginning on
page S- in this prospectus supplement.
The underwriter may engage in transactions that stabilize, maintain, or in
some way affect the price of the certificates. These types of transactions may
include stabilizing the purchase of certificates to cover syndicate short
positions and the imposition of penalty bids. For a description of these
activities, please read the section entitled "Underwriting" in this prospectus
supplement.
WHERE YOU CAN FIND MORE INFORMATION
Federal securities law requires the filing of certain information with the
Securities and Exchange Commission (the "SEC"), including annual, quarterly and
special reports, proxy statements and other information. You can read and copy
these documents at the public reference facility maintained by the SEC at
Judiciary Plaza, 450 Fifth Street, NW, Room 1024, Washington, DC 20549. You can
also copy and inspect such reports, proxy statements and other information at
the following regional offices of the SEC:
<Table>
New York Regional Office Chicago Regional Office
233 Broadway 500 West Madison Street, Suite 1400
New York, New York 10279 Chicago, Illinois 60661
</Table>
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. SEC filings are also available to the public on the SEC's web
site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information that we incorporate by
reference is considered to be part of this prospectus supplement, and later
information that we file with the SEC will automatically update and supersede
this information.
This prospectus supplement and the accompanying prospectus are part of a
registration statement filed by the Depositor with the SEC (Registration No.
). You may request a free copy of any of the above filings by writing
or calling:
[DEPOSITOR]
ONE BELVEDERE PLACE, SUITE
MILL VALLEY, CA 94941
(415) 389-7373
You should rely only on the information provided in this prospectus
supplement or the accompanying prospectus or incorporated by reference herein.
We have not authorized anyone else to provide you with different information.
You should not assume that the information in this prospectus supplement or the
accompanying prospectus is accurate as of any date other than the date on the
cover page of this prospectus supplement or the accompanying prospectus or that
the information incorporated by reference herein is accurate as of any date
other than the date stated therein.
S-3
SUMMARY
This summary highlights selected information from this document and does
not contain all of the information that you need to consider in making your
investment decision. Please read this entire prospectus supplement and the
accompanying prospectus carefully for additional information about the offered
certificates.
MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 200 -
<Table>
<Caption>
INITIAL CLASS
CERTIFICATE PRINCIPAL LAST SCHEDULED
CLASS RATE BALANCE PAYMENT DATE RATING RATING TYPE
- ----- ----------- ------------- -------------- ------ ------ ----
Class A-1........................ % $ --
Class A-2........................ % $ --
Class R.......................... N/A $ 0 --
</Table>
The initial class principal balance is subject to a variance of %.
The Class R certificates are not being offered.
THE SELLER
[Seller]
THE DEPOSITOR
-
- maintains its principal office at One Belvedere Place,
Suite , Mill Valley, California 94941. Its telephone number is (415)
389-7373.
THE MASTER SERVICER
[Master Servicer] The master servicer will act as servicer under the
pooling and servicing agreement.
TRUST
- Sequoia Mortgage Trust 200 .
TRUSTEE
- [Trustee]
INSURER
- [Insurer].
CUT-OFF DATE
- , 200 .
CLOSING DATE
- , 200 .
PAYMENT DATE
- The 15th day of each month, or if that day is not a business day, the
next business day. The first payment date is , 200 .
DUE PERIOD
- The calendar month immediately preceding a determination date or a
payment date, as applicable.
REGISTRATION OF OFFERED CERTIFICATES
We will issue the offered certificates in book-entry form. You will hold
your interests either through a depository in the United States or through one
of two depositories in Europe. While the certificates are book-entry, they will
be registered in the name of a depository, or in the name of a depository's
nominee.
TRUST PROPERTY
The trust property is held by the trustee for the benefit of the
certificateholders. The trust property includes:
- two pools of closed-end fixed rate mortgage loans, secured by first and
second deeds of
S-4
trust or mortgages on one- to four-family residential properties;
- payments on the mortgage loans received on and after the cut-off date;
- property that secured a mortgage loan which has been acquired by
foreclosure or deed in lieu of foreclosure;
- rights under any hazard insurance policies covering the mortgaged
properties; and
- amounts on deposit in accounts described in this prospectus supplement.
THE MORTGAGE LOANS
POOL I
The mortgage loans in pool I will consist of:
- Mortgage loans secured by first or second lien deeds of trust on
residential properties located in states [and in the District of
Columbia]. As of the close of business on , 200 , these
mortgage loans in pool I had an aggregate principal balance of
approximately $ and had the following characteristics:
<Table>
Number of Mortgage Loans:
Range of Outstanding $ to
Principal Balances(1): $
Average Outstanding
Principal Balance(1): $
Range of Remaining Terms to
Stated Maturity: to months
Weighted Average Remaining
Term to Stated
Maturity(1): months
Range of Loan Rates: % to %
Weighted Average Loan
Rate(1): %
Range of Combined Loan-to-
Value Ratios(1): % to %
Weighted Average Combined
Loan-to-Value Ratio(1): %
Geographic Concentrations
in Excess of 5%(1):
[State] %
</Table>
- ---------------
(1) Approximate
- The mortgage loans in pool I substantially conform to loan origination
standards with respect to the date of origination set forth by Freddie
Mac.
POOL II
The mortgage loans in pool II will consist of:
- Mortgage loans secured by first or second lien deeds of trust on
residential properties located in states [and the District of
Columbia]. As of the close of business on , 200 , these
mortgage loans in pool II had an aggregate principal balance of
approximately $ and had the following characteristics:
<Table>
Number of Mortgage Loans:
Range of Outstanding
Principal Balances(1): $ to
$
Average Outstanding
Principal Balance(1): $
Range of Remaining Terms
to Stated Maturity: to months
Weighted Average Remaining
Term to Stated
Maturity(1): months
Range of Loan Rates: % to %
Weighted Average Loan
Rate(1): %
Range of Combined Loan-to-
Value Ratios(1): % to %
Weighted Average Combined
Loan-to-Value Ratio(1): %
Geographic Concentrations
in Excess of 5%(1):
[State] %
</Table>
- ---------------
(1) Approximate
- The mortgage loans in pool II do not conform to loan origination
standards with respect to the date of origination set forth by Freddie
Mac.
MONTHLY ADVANCES
If the servicer reasonably believes that cash advances can be recovered
from future payments or collections on the mortgage loans, the servicer will
make cash advances to the trust to cover delinquent mortgage loan payments. The
servicer will make advances only to maintain a regular flow of scheduled
interest and principal payments on the certificates, not to guarantee or insure
against losses.
S-5
THE CERTIFICATES
1. General
- Each month the trustee will calculate the amount you are owed.
- If you hold a certificate on the last day of a calendar month, you will
be entitled to receive payments on the payment date in the next month.
2. Interest Distributions
- Interest accrues on the certificates from the first day of a calendar
month through the last day of that calendar month.
On each payment date, you will be entitled to the following:
- interest at the certificate rate that accrued during the interest period;
and
- any interest that was due on a prior payment date and not paid. In
addition, interest will have accrued on the amount of interest which was
previously due and not paid.
3. Principal distributions
- Principal distributions are payable on each payment date. However, no
class of certificates will receive a principal distribution until the
other classes with a lower numerical class designation are paid in full.
- Shortfalls in available funds may result in a class receiving less than
what is due.
- The calculation of the amount a class is entitled to receive on each
payment date and the priority of principal distributions among the
certificates is described in this prospectus supplement under
"Description of the Certificates -- Principal."
CREDIT ENHANCEMENTS
1. The Certificate Insurance Policy: The policy guarantees the payment
of:
- accrued and unpaid interest on the offered certificates;
- principal losses on the mortgage loans; and
- any principal amounts owed to the certificateholders on the last
scheduled payment date.
2. Overcollateralization: Certain receipts in excess of the amounts due
on the certificates will be applied as principal payments to the certificates.
This will result in an acceleration of principal payments on the certificates
relative to the amortization of the related mortgage loans, increasing the
amount of credit support for the certificates.
PRE-FUNDING ACCOUNT
On the closing date, the depositor shall deposit cash to the trust, which
the trust will use to acquire additional mortgage loans from the seller. The
trustee may only acquire such additional mortgage loans until .
If any amounts are left in the pre-funding accounts on , 200 ,
holders of the certificates will receive such amounts as an early payment of
principal.
CAPITALIZED INTEREST ACCOUNT
On the closing date, the trustee shall deposit cash to the trust which will
be used to cover interest shortfalls on the certificates expected to occur prior
to the trust's purchase of the additional mortgage loans. Until the trust
purchases the additional mortgage loans or prepays the certificates, interest
payments on the mortgage loans will not cover the amount of interest due on the
certificates.
Any amounts left in the capitalized interest account after , 200
will be paid to seller.
OPTIONAL TERMINATION
If the total pool balance declines below [10%] of the total pool balance as
of the cut-off date, then the depositor may purchase all of the trust assets and
terminate the trust. In this event, you will receive a final distribution.
FEDERAL INCOME TAX CONSEQUENCES
Chapman and Cutler LLP acted as special tax counsel to the trust and is of
the opinion that the trust will be treated as a real estate mortgage investment
conduit, or REMIC, for federal income tax purposes and the class [A]
certificates will be regular interests in the REMIC and will be treated as debt
instruments of the REMIC for federal income tax purposes.
S-6
ERISA CONSIDERATIONS
The fiduciary responsibility provisions of ERISA and prohibited transaction
provisions of ERISA and the Internal Revenue Code of 1986, as amended, can limit
investments by certain pension and other employee benefit plans. Provided
certain conditions are met, the offered certificates may be purchased by pension
and other employee benefit plans. If you are a fiduciary of a pension or other
employee benefit plan which is subject to ERISA, you should consult with your
counsel regarding the applicability of the provisions of ERISA and the Code
before purchasing a certificate.
LEGAL INVESTMENT CONSIDERATIONS
The certificates are not eligible under the Secondary Mortgage Market
Enhancement Act of 1984. Consequently, some institutions will be unable to
invest in the certificates.
CERTIFICATE RATING
The trust will not issue the offered certificates unless they receive a
rating of " " by [First Rating Agency] and " " by [Second
Rating Agency].
A rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal by either rating agency.
S-7
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS PRIOR TO ANY
PURCHASE OF CERTIFICATES. YOU SHOULD ALSO CAREFULLY CONSIDER THE INFORMATION SET
FORTH UNDER "RISK FACTORS" IN THE PROSPECTUS.
RATINGS BASED PRIMARILY ON CLAIMS -- PAYING ABILITY OF THE INSURER
The ratings on the certificates depends primarily on an assessment by the
rating agencies of the mortgage loans and upon the financial strength of the
insurer. Any reduction of the rating assigned to the financial strength of the
insurer may cause a corresponding reduction of the ratings assigned to the
certificates. A reduction in the rating assigned to the certificates will reduce
the market value of the certificates and may affect your ability to sell them.
INTEREST PAYMENTS ON THE MORTGAGE LOANS MAY BE REDUCED
PREPAYMENTS OF PRINCIPAL MAY REDUCE INTEREST PAYMENTS.
If a mortgagor prepays a mortgage loan in full, the mortgagor is charged
interest only up to the date of the prepayment, instead of a full month. The
servicer is obligated to reduce its servicing fee in the month of such
prepayment so that one month's interest is paid with such prepayment in full. If
the servicing fee is insufficient to pay such interest shortfalls attributed to
prepayments, a shortfall in interest due on the certificates may result. The
insurer is required to cover this shortfall. If the insurer fails to perform its
obligations under the policy, you may incur a loss.
CERTAIN INTEREST SHORTFALLS ARE NOT COVERED BY THE SERVICER OR THE INSURANCE
POLICY.
The Servicemembers Civil Relief Act permits certain modifications to the
payment terms for mortgage loans, including a reduction in the amount of
interest paid by the borrower, under certain circumstances. Neither the servicer
nor the insurer will pay for any interest shortfalls created by the
Servicemembers Civil Relief Act.
RISK OF LOSSES AS A RESULT OF GEOGRAPHIC CONCENTRATION
As of , 200 , approximately % of the mortgage loans in pool I
by aggregate pool principal balance were secured by properties that are located
in the state of [State] and approximately % of the mortgage loans in pool I by
aggregate pool principal balance were secured by properties that are located in
the state of [State]. As of , 200 , approximately % of the mortgage
loans in pool II by aggregate pool principal balance were secured by properties
that are located in the state of [State] and approximately % of the mortgage
loans in pool II by aggregate pool principal balance were secured by properties
that are located in the state of [State]. An overall decline in the residential
real estate markets in these states could reduce the values of the properties
securing such mortgage loans such that the principal balances of the related
mortgage loans, together with any primary financing on the properties underlying
these mortgage loans, could equal or exceed the value of such properties. Since
the residential real estate market is influenced by many factors, including the
general condition of the economy and interest rates, there is no guaranty that
the residential real estate markets in these states will not weaken. If these
residential real estate markets should weaken after the dates of origination of
the mortgage loans, losses on such mortgage loans will probably increase
substantially. In the event of a natural disaster, such as an earthquake, fire
or flood, the values of the properties may decline. Neither the mortgages, the
Sale and Servicing Agreement nor the loan agreements require natural disaster
insurance that would cover earthquake damage.
RISK OF INCREASED DELINQUENCY, DEFAULT AND FORECLOSURE EXPERIENCE DUE TO LESS
STRINGENT UNDERWRITING STANDARDS
The seller's underwriting standards are generally less stringent than those
of Fannie Mae or the Freddie Mac with respect to credit history and certain
other items. If a borrower has a poor credit history, the seller
S-8
may still make a loan to the borrower. This approach to underwriting may result
in higher rates of delinquencies, defaults and foreclosures than for mortgage
loans underwritten in a more traditional manner.
[RISK OF PREPAYMENT DUE TO SUBSEQUENT MORTGAGE LOANS
The trust will buy additional mortgage loans from the seller until
. The seller will sell mortgage loans to the trust if it has mortgage
loans to sell. The ability of the seller to originate and acquire additional
mortgage loans is affected by a variety of factors, including interest rates,
unemployment levels, the rate of inflation and consumer perception of economic
conditions generally. If the full amount deposited in the pre-funding accounts
for the purpose of purchasing additional mortgage loans cannot be used for that
purpose within [three] months from the closing date, any remaining amounts will
be paid to you as a prepayment on the certificates.]
THE INSURER
The information set forth in this section has been provided by [Insurer]
(the "INSURER") for inclusion in this Prospectus Supplement. No representation
is made by [Underwriter] (the "UNDERWRITER"), the Depositor, the Servicer, the
Indenture Trustee or any of their affiliates as to the accuracy or completeness
of such information.
[Information regarding the Insurer to be provided by the Insurer]
THE DEPOSITOR
[Sequoia] (the "DEPOSITOR") is a Delaware corporation which was
incorporated on . The Depositor is a special purpose corporation
organized for limited purposes, with limited assets and a limited operating
history. The depositor maintains its principal office at One Belvedere Place,
Suite , Mill Valley, California 94941. Its telephone number is (415) 389-7373.
DESCRIPTION OF THE MORTGAGE LOANS
The certificates will be secured by a pool of -year conventional mortgage
loans secured by first liens on one- to four-family residential properties
(each, a "Mortgaged Property"). None of the Mortgage Loans will be guaranteed by
any governmental agency. All of the Mortgage Loans will have been deposited with
the Issuer by the Company which, in turn, will have acquired them from Redwood
Trust pursuant to an agreement (the "Mortgage Loan Purchase Agreement") between
the Company and Redwood Trust. All of the Mortgage Loans will have been acquired
by Redwood Trust in the ordinary course of its business and substantially in
accordance with the underwriting criteria specified herein.
GENERAL. Under the Mortgage Loan Purchase Agreement, Redwood Trust will
make certain representations, warranties and covenants to the Company relating
to, among other things, the due execution and enforceability of the Mortgage
Loan Purchase Agreement and certain characteristics of the Mortgage Loans and,
subject to the limitations described below under "-- Assignment of Mortgage
Loans," will be obligated to purchase or substitute a similar mortgage loan for
any Mortgage Loan as to which there exists deficient documentation or an uncured
material breach of any such representation, warranty or covenant. Under the
Deposit Trust Agreement, the Company will assign all of its rights under the
Mortgage Loan Purchase Agreement to the Issuer. Under the Agreement, the Issuer
will pledge all its right, title and interest in and to such representations,
warranties and covenants (including Redwood Trust's purchase obligation) to the
Trustee for the benefit of the certificateholders. The Issuer will make no
representations or warranties with respect to the Mortgage Loans and will have
no obligation to repurchase or substitute Mortgage Loans with deficient
documentation or which are otherwise defective. The obligations of Redwood Trust
with respect to the certificates are limited to Redwood Trust's obligation to
purchase or substitute Mortgage Loans with deficient documentation or which are
otherwise defective under the Mortgage Loan Purchase Agreement.
S-9
Certain information with respect to the Mortgage Loan Pool is set forth
below. Prior to the Closing Date, Mortgage Loans may be removed from the
collateral and other Mortgage Loans may be substituted therefor. The Issuer
believes that the information set forth herein with respect to the Mortgage
Loans as presently constituted is representative of the characteristics of the
Mortgage Loans as they will be constituted at the Closing Date, although certain
characteristics of the Mortgage Loans in the Mortgage Loan Pool may vary. Unless
otherwise indicated, information presented below expressed as a percentage
(other than rates of interest) are approximate percentages based on the Stated
Principal Balances of the Mortgage Loans as of the Cut-off Date.
As of the Cut-off Date, the aggregate of the Stated Principal Balances of
the Mortgage Loans is expected to be approximately $ (the "Cut-off Date
Pool Principal Balance"). [The Mortgage Loans provide for the amortization of
the amount financed over a series of substantially equal monthly payments.] All
of the Mortgage Loans provide for payments due on the first day of each month
(the "Due Date"). At origination, substantially all of the Mortgage Loans had
stated terms to maturity of years. Scheduled monthly payments made by
Mortgagors on the Mortgage Loans ("Scheduled Payments") either earlier or later
than the scheduled Due Dates thereof will not affect the amortization schedule
or the relative application of such payments to principal and interest.
[Mortgagors may prepay their Mortgage Loans at any time without penalty.]
Each Mortgage Loan will bear interest at a [fixed][adjustable] Mortgage
Rate. [Each Mortgage Loan will bear interest at a Mortgage Rate, subject to
annual adjustment on the first day of the month specified in the related
Mortgage Note (each such date, an "Adjustment Date"), equal to the sum, rounded
to the nearest of one percentage point ( %), of (i) (the "Index")
as made available by the and most recently available as of days
prior to the Adjustment Date and (ii) a fixed percentage amount specified in the
related Mortgage Note (the "Margin") provided, however, that the Mortgage Rate
will not increase or decrease by more than percentage points ( %),
except for Mortgage Loans, representing approximately % of the Cut-off
Date Pool Principal Balance which will not increase or decrease by more than
percentage points ( %), on the first Adjustment Date or more than
percentage points ( %) on any Adjustment Date thereafter (the
"Periodic Rate Cap"). The Index with respect to any Bond Interest Rate and any
Payment Date shall be the Index in effect as of the first day of the month
preceding the month in which such Payment Date occurs.]
[All of the Mortgage Loans provide that over the life of the Mortgage Loan
the Mortgage Rate will in no event increase by more than the Mortgage Rate fixed
at origination plus a fixed number of percentage points specified in the related
Mortgage Note (such rate, the "Maximum Rate"). None of the Mortgage Loans are
subject to minimum Mortgage Rates. Effective with the first payment due on a
Mortgage Loan after each related Adjustment Date, the Scheduled Payment will be
adjusted to an amount which will pay interest at the adjusted rate and fully
amortize the then-outstanding principal balance of the Mortgage Loan over its
remaining term. If the Index ceases to be published or is otherwise unavailable,
the Master Servicer will select an alternative index based upon comparable
information.]
Each Mortgage Loan is, by its terms, assumable in connection with a
transfer of the related Mortgaged Property if the proposed transferee submits
certain information to the Master Servicer required to enable it to evaluate the
transferee's ability to repay the Mortgage Loan and if the Master Servicer
reasonably determines that the security for the Mortgage Loan would not be
impaired by the assumption. See "RISK FACTORS" herein and in the Prospectus.
Each Mortgage Loan was originated on or after , 19 .
The latest stated maturity date of any Mortgage Loan is , 20 .
The earliest stated maturity date of any Mortgage Loan is , 20 .
[As of the Cut-off Date, no Mortgage Loan was delinquent more than
days.]
[None of the Mortgage Loans are subject to buydown agreements.] [No
Mortgage Loan provides for deferred interest or negative amortization.]
S-10
No Mortgage Loan had a Loan-to-Value Ratio at origination of more than
%. [Except for Mortgage Loans, representing approximately % of the
Cut-off Date Pool Principal Balance,] each Mortgage Loan with a Loan-to-Value
Ratio at origination of greater than 80% is covered by a primary mortgage
insurance policy (each a "Primary Mortgage Insurance Policy") issued by a
mortgage insurance company acceptable to the Federal National Mortgage
Association ("FNMA"), the Federal Home Loan Mortgage Corporation ("FHLMC") or
any nationally recognized statistical rating organization, which policy provides
coverage of a portion of the original principal balance of the related Mortgage
Loan equal to the product of the original principal balance thereof and a
fraction, the numerator of which is the excess of the original principal balance
of the related Mortgage Loan over 75% of the lesser of the appraised value and
selling price of the related Mortgage Property and the denominator of which is
the original principal balance of the related Mortgage Loan, plus accrued
interest thereon and related foreclosure expenses. No such Primary Mortgage
Insurance Policy will be required with respect to any such Mortgage Loan after
the date on which the related Loan-to-Value Ratio is 80% or less or, based on a
new appraisal, the principal balance of such Mortgage Loan represents 80% or
less of the new appraised value.
The "Loan-to-Value Ratio" of a Mortgage Loan, at any given time is a
fraction, expressed as a percentage, the numerator of which is the principal
balance of the related Mortgage Loan at the date of determination and the
denominator of which is (a) in the case of a purchase, the lesser of the selling
price of the Mortgaged Property and its appraised value determined in an
appraisal obtained by the originator at origination of such Mortgage Loan, or
(b) in the case of a refinance, the appraised value of the Mortgaged Property at
the time of such refinance. No assurance can be given that the value of any
Mortgaged Property has remained or will remain at the level that existed on the
appraisal or sales date. If residential real estate values generally or in a
particular geographic area decline, the Loan-to-Value Ratios might not be a
reliable indicator of the rates of delinquencies, foreclosures and losses that
could occur with respect to such Mortgage Loans.
S-11
The following information sets forth in tabular format certain information,
as of the Cut-off Date, as to the Mortgage Loans. Other than with respect to
rates of interest, percentages (approximate) are stated by Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date and have been rounded in
order to total 100%.
<Table>
<Caption>
ORIGINAL LOAN-TO-VALUE RATIOS(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
ORIGINAL LOAN-TO-VALUE RATIOS(%) LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
$ %
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) The weighted average original Loan-to-Value Ratio of the Mortgage Loans is
expected to be approximately %.
<Table>
<Caption>
ORIGINAL TERMS TO MATURITY(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
ORIGINAL TERM TO MATURITY (MONTHS) LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
$ %
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) As of the Cut-off Date, the weighted average remaining term to maturity of
the Mortgage Loans is expected to be approximately months.
S-12
<Table>
<Caption>
CURRENT MORTGAGE LOAN PRINCIPAL BALANCES(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
RANGE OF CURRENT MORTGAGE LOAN PRINCIPAL BALANCES LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
$ %
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) As of the Cut-off Date, the average current Mortgage Loans principal balance
is expected to be approximately $ .
<Table>
<Caption>
CURRENT MORTGAGE RATES(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
CURRENT MORTGAGE RATES (%) LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
$ %
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) As of the Cut-off Date, the weighted average Mortgage Rate of the Mortgage
Loans is expected to be approximately % per annum.
S-13
<Table>
<Caption>
PURPOSE OF MORTGAGE LOANS
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
LOAN PURPOSE LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
Purchase............................................... $ %
Refinance (Rate or Term)...............................
Refinance (Cash-out)...................................
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
<Table>
<Caption>
STATE DISTRIBUTION OF MORTGAGED PROPERTIES(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
STATE LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
$ %
Other(1)...............................................
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) Other includes other states, and the District of Columbia, with under %
concentrations individually. No more than approximately % of the Mortgage
Loans will be secured by Mortgaged Properties located in any one postal zip
code area.
<Table>
<Caption>
DOCUMENTATION FOR MORTGAGE LOANS
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
TYPE OF PROGRAM LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
Full................................................... $ %
Alternative............................................
Reduced................................................
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
S-14
<Table>
<Caption>
OCCUPANCY TYPES(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
OCCUPANCY TYPE LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
Primary Home........................................... $ %
Investor...............................................
Second Home............................................
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) Based upon representations of the related Mortgagors at the time of
origination.
<Table>
<Caption>
PROPERTY TYPE
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
PROPERTY TYPE LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
Single Family.......................................... $ %
Planned Unit Development Condominium...................
2-4 Units..............................................
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
<Table>
<Caption>
MAXIMUM MORTGAGE RATES(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
LIFETIME CAPS(%) LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
$ %
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) As of the Cut-off Date, the weighted average Lifetime Cap of the Mortgage
Loans is expected to be approximately % per annum.
S-15
<Table>
<Caption>
MARGIN(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
MARGIN LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
$ %
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) As of the Cut-off Date, the weighted average margin of the Mortgage Loans is
expected to be approximately %.
<Table>
<Caption>
NEXT NOTE RATE ADJUSTMENT DATES(1)
- -----------------------------------------------------------------------------------------------
AGGREGATE
NUMBER OF PRINCIPAL PERCENT OF
MORTGAGE BALANCE MORTGAGE
MONTHS LOANS OUTSTANDING POOL
- ------------------------------------------------------- --------- ----------- ----------
$ %
--- -------- ----
Total............................................. $ %
=== ======== ====
</Table>
- ---------------
(1) As of the Cut-off Date, the weighted average months to the next Adjustment
Date of the Mortgage Loans was approximately months.
THE INDEX
[DESCRIPTION OF INDEX]
UNDERWRITING STANDARDS
All of the Mortgage Loans have been purchased by Redwood Trust in the
ordinary course of business directly from banks, savings and loan associations
mortgage bankers and other mortgage loan originators (each, an "Originator"), or
in the secondary mortgage market. Redwood Trust approves individual institutions
as eligible Originators after an evaluation of certain criteria, including the
Originator's mortgage origination and servicing experience and financial
stability. Each Originator and/or the entity from which Redwood Trust purchased
the Mortgage Loans will represent and warrant that all Mortgage Loans originated
and/or sold by it
S-16
will have been underwritten in accordance with standards consistent with those
utilized by mortgage lenders generally during the period of origination.
Underwriting standards are applied by or on behalf of a lender to evaluate
the borrower's credit standing and repayment ability, and the value and adequacy
of the related Mortgaged Property as collateral. In general, a prospective
borrower applying for a loan is required to fill out a detailed application
designed to provide to the underwriting officer pertinent credit information. As
part of the description of the borrower's financial condition, the borrower
generally is required to provide a current list of assets and liabilities and a
statement of income and expense, as well as 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. In most cases, an employment
verification is obtained from an independent source (typically the borrower's
employer) which verification reports, among other things, the length of
employment with that organization, the current salary, and whether it is
expected that the borrower will continue such employment in the future. If a
prospective borrower is self-employed, the borrower may be required to submit
copies of signed tax returns. The borrower may also be required to authorize
verification of deposits at financial institutions where the borrower has demand
or savings accounts.
SERVICING OF THE MORTGAGE LOANS
THE MASTER SERVICER
will act as servicer for the mortgage loans. The principal
executive offices of are located at .
The master servicer will be responsible for servicing the mortgage loans in
accordance with the terms set forth in the Pooling and Servicing Agreement. The
Master Servicer may perform its servicing obligations through one or more
subservicers. The master servicer will administer and supervise the performance
of each subservicer and will remain responsible for the performance of the
servicing functions.
FORECLOSURE, DELINQUENCY AND LOSS EXPERIENCE
The following table summarizes the delinquency, foreclosure and loss
experience, respectively, as of December 31, , December 31,
, and December 31, on approximately $ , $ and
$ , respectively, in outstanding principal balance of conventional
mortgage loans master serviced by commenced master servicing
conventional mortgage loans during . The delinquency and foreclosure
percentages and the loss experience may be affected by the size and relative
lack of seasoning of the servicing portfolio because many of such mortgage loans
were not outstanding long enough to give rise to some or all of the indicated
periods of delinquency. Accordingly, the information should not be considered as
a basis for assessing the likelihood, amount or severity of delinquency or
losses on the Mortgage Loans, and no assurances can be given that the
foreclosure, delinquency and loss experience presented in the table below will
be indicative of such experience on the Mortgage Loans in the future:
<Table>
<Caption>
AS OF AS OF AS OF
DECEMBER 31, DECEMBER 31, DECEMBER 31,
199 199 199
------------ ------------ ------------
Total Number of Conventional Mortgage Loans in
Portfolio...........................................
Delinquent Mortgage Loans and Pending Foreclosures at
Period End(1):......................................
30-59 days.......................................
60-89 days.......................................
90 days or more (excluding foreclosures).........
Total Delinquencies..............................
Foreclosures pending
Total delinquencies and foreclosures pending........
Net Loss(2)...........................................
</Table>
S-17
- ---------------
(1) As a percentage of the total number of loans master serviced.
(2) There is no material difference between gross loss and net loss.
There can be no assurance that factors beyond the Master Servicer's
control, such as national or local economic conditions or downturns in the real
estate markets of its lending areas, will not result in increased rates of
delinquencies and foreclosure losses in the future. [For example, over the last
several years there has been a general deterioration of the real estate market
and weakening of the economy in many regions of the country, including
California. The general deterioration of the real estate market has been
reflected in increases in delinquencies of loans secured by real estate, slower
absorption rates of real estate into the market and lower sales prices for real
estate. The general weakening of the economy has been reflected in decreases in
the financial strength of borrowers and decreases in the value of collateral
serving as collateral for loans. If the real estate market and economy continue
to decline, the Master Servicer may experience an increase in delinquencies on
the loans it services and higher net losses on liquidated loans.]
S-18
DESCRIPTION OF THE CERTIFICATES
The Mortgage Loan Asset-Backed Certificates, Series 200_-_ will be issued
pursuant to the pooling and servicing agreement. The form of the pooling and
servicing agreement has been filed as an exhibit to the registration statement
of which this prospectus supplement and the prospectus are a part. The following
summaries describe certain provisions of the pooling and servicing agreement.
The summaries do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all of the provisions of the
pooling and servicing agreement. Wherever particular sections or defined terms
of the pooling and servicing agreement are referred to, these sections or
defined terms are incorporated into this prospectus supplement by reference.
GENERAL
The offered certificates will be issued in denominations of $1,000 and
multiples of $1 in excess of $1,000 and will evidence specified undivided
interests in the trust. The property of the trust will consist of, to the extent
provided in the pooling and servicing agreement:
- the mortgage loans;
- payments on the mortgage loans received on and after the Cut-Off Date
(exclusive of amounts that were due prior to the Cut-Off Date);
- mortgaged properties relating to the mortgage loans that are acquired by
foreclosure or deed in lieu of foreclosure;
- the Collection Account and the Distribution Account and funds on deposit
in these accounts, but not including any interest earned on these
accounts; and
- rights under hazard insurance policies covering the mortgaged properties.
In addition, the seller has caused the Insurer to issue an irrevocable and
unconditional certificate guaranty insurance policy (the "Policy") for the
benefit of the holders of the Class A certificates, pursuant to which the
Insurer will guarantee payments to the Class A certificateholders. Definitive
certificates will be transferable and exchangeable at the corporate trust office
of the trustee, which will initially act as certificate registrar. See
"Book-Entry Certificates" below. No service charge will be made for any
registration of exchange or transfer of certificates, but the trustee may
require payment of a sum sufficient to cover any tax or other governmental
charge.
The Class A-1 and Class A-2 certificates will represent undivided ownership
interests in the mortgage loans, all collections on these mortgage loans
(exclusive of interest payments due prior to the Cut-Off Date) and the proceeds
of these mortgage loans. The principal amount of a class of certificates on any
Payment Date is equal to the balance on the closing date minus the aggregate of
amounts actually distributed as principal to the holders of that class. On any
date, the Aggregate Class A Principal Balance is the aggregate of the Class A
Principal Balances of the Class A-1 and Class A-2 certificates.
The person in whose name a certificate is registered as such in the
certificate register is referred to herein as a certificateholder.
The percentage interest of a Class A certificate as of any date of
determination will be equal to the percentage obtained by dividing the
denomination of such certificate by the Class A Principal Balance for the
related class as of the Cut-Off Date.
The certificates will not be listed on any securities exchange.
BOOK-ENTRY CERTIFICATES
The offered certificates will be issued in book-entry form. Persons
acquiring beneficial ownership interests in the offered certificates
("Certificate Owners") will hold their offered certificates through The
Depository Trust Company ("DTC") in the United States, or Cedelbank or the
Euroclear System ("Euroclear") in
S-19
Europe if they are participants of such systems, or indirectly through
organizations which are participants in such systems. Investors may hold
beneficial interests in the certificates in minimum denominations representing
Certificate Principal Balances of $1,000 and in multiples of $1 in excess of
$1,000. Except under limited circumstances, no person acquiring a book-entry
certificate will be entitled to receive a physical certificate representing such
certificate. Unless and until physical certificates are issued, it is
anticipated that the only "certificateholder" of the offered certificates will
be Cede & Co., as nominee of DTC. Certificate Owners will not be
certificateholders as that term is used in the pooling and servicing agreement.
Certificate Owners are only permitted to exercise their rights indirectly
through the DTC system.
Neither the depositor, the seller, the servicer nor the trustee will have
any responsibility for any aspect of the records relating to or payments made on
account of beneficial ownership interests of the book-entry certificates, or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
ASSIGNMENT OF MORTGAGE LOANS
On , the closing date, the depositor will transfer to the
trust all of its right, title and interest in and to each mortgage loan, the
mortgage notes, mortgages and other documents (collectively, the "Related
Documents"), including all payments received on or with respect to each mortgage
loan on or after the applicable Cut-Off Date, but not including interest
payments due prior to the Cut-Off Date. The trustee, concurrently with this
transfer, will deliver the certificates to the depositor. Each mortgage loan
transferred to the trust will be identified oil a mortgage loan schedule
delivered to the trustee pursuant to the pooling and servicing agreement. The
mortgage loan schedule will include information about the principal balance of
each mortgage loan as of the Cut-Off Date, its loan rate as well as other
information.
Within 90 days of the closing date, the trustee will review the mortgage
loans and the Related Documents pursuant to the pooling and servicing agreement
and if any mortgage loan or Related Document is found to be defective in any
material respect and that defect is not cured within 90 days following
notification of the defect to the depositor, the depositor will be obligated to
either replace the defective mortgage loan with an Eligible Substitute Mortgage
Loan or to repurchase the defective mortgage loan. A substitution is permitted
only within two years of the closing date and may not be made unless an opinion
of counsel is provided stating that such substitution will not disqualify the
trust as a REMIC or result in a prohibited transaction tax under the Internal
Revenue Code of 1986, as amended (the "CODE"). The depositor may purchase the
defective mortgage loan at a price equal to the outstanding principal balance of
that mortgage loan as of the date of purchase, plus all accrued and unpaid
interest on the defective mortgage loan, computed at the loan rate, net of the
servicing fee (if the seller is the servicer), plus the amount of any
unreimbursed servicing advances made by the servicer. The purchase price will be
deposited in the Collection Account on or prior to the next succeeding
Determination Date after the substitutions or repurchase obligation arises. The
Determination Date is the [ ] day of each month. The obligation of the
depositor to repurchase or substitute a defective mortgage loan is the sole
remedy regarding any defects in the mortgage loans and Related Documents
available to the trustee or the certificateholders.
In connection with the substitution of an Eligible Substitute Mortgage
Loan, the depositor will be required to deposit in the Collection Account on or
prior to the next succeeding Determination Date after the substitution or
repurchase obligation arises an amount (the "Substitution Adjustment") equal to
the excess of the principal balance of the related defective mortgage loan over
the Principal Balance of the Eligible Substitute Mortgage Loan.
An Eligible Substitute Mortgage Loan is a mortgage loan substituted by the
depositor for a defective mortgage loan which must, on the date of the
substitution:
- have an outstanding principal balance (or in the case of a substitution
of more than one mortgage loan for a defective mortgage loan, an
aggregate principal balance), equal to or less than the principal balance
of the defective mortgage loan;
S-20
- have a loan rate not less than the loan rate of the defective mortgage
loan and not more than % in excess of the loan rate of a defective
mortgage loan;
- have a mortgage of the same or higher level of priority as the defective
mortgage loan at the time substitution;
- have a remaining term to maturity not more than six months earlier and
not later than the remaining term to maturity of the defective mortgage
loan;
- comply with each representation and warranty set forth in the pooling and
servicing agreement (deemed to be made as of the date of substitution);
- have an original loan-to-value ratio not greater than that of the
defective mortgage loan;
- be of the same type of mortgaged property as the defective mortgage loan
or a detached single family residence.
More than one Eligible Substitute Mortgage Loan may be substituted for a
defective mortgage loan if such Eligible Substitute Mortgage Loans meet the
foregoing attributes in the aggregate and such substitution is approved in
writing in advance by the insurer.
The depositor will make certain representations and warranties as to the
accuracy in all material respects of certain information furnished to the
trustee with respect to each mortgage loan (e.g., Cut-Off Date principal balance
and the loan rate). In addition, the depositor will represent and warrant, on
the closing date, that, among other things:
- at the time of transfer to the trust, the depositor has transferred or
assigned all of its right, title and interest in each mortgage loan and
the Related Documents, free of any lien; and
- each mortgage loan complied, at the time of origination, in all material
respects with applicable state and federal laws.
Upon discovery of a breach of any representation and warranty which
materially and adversely affects the interests of the trust, the
certificateholders or the Insurer in the related mortgage loan and Related
Documents, the seller will have a period of 90 days after discovery or notice of
the breach to effect a cure. If the breach cannot be cured within the 90-day
period, the depositor will be obligated to substitute for the defective mortgage
loan with an Eligible Substitute Mortgage Loan or purchase the defective
mortgage loan from the trust. The same procedure and limitations that are set
forth above for the substitution or purchase of defective mortgage loans as a
result of deficient documentation relating will apply to the substitution or
purchase of a defective mortgage loan as a result of a breach of a
representation or warranty in the pooling and servicing agreement that
materially and adversely affects the interests of the certificateholders or the
Insurer.
Pursuant to the pooling and servicing agreement, the servicer will service
and administer the mortgage loans as more fully set forth above.
[CONVEYANCE OF SUBSEQUENT MORTGAGE LOANS
The pooling and servicing agreement permits the trust to purchase from the
seller, subsequent to the Cut-Off Date and prior to , 200 , subsequent
mortgage loans in an amount not to exceed approximately $ in aggregate
principal balance for inclusion in the trust. Each subsequent mortgage loan will
have been originated or purchased by the seller in accordance with the
underwriting guidelines. Accordingly, the statistical characteristics of the
pool set forth above are based exclusively on the initial mortgage loans and the
statistical characteristics of the pool after giving effect to the acquisition
of any subsequent mortgage loans will likely differ from the information
provided in this prospectus supplement. The date on which the seller transfers a
subsequent mortgage loan to the trust shall be referred to in this prospectus
supplement as the Subsequent Transfer Date.
S-21
Each conveyance of subsequent mortgage loans will be subject to, among
other things, the following conditions:
- the subsequent mortgage loans must:
- satisfy the eligibility criteria set forth in the prospectus under "The
Loan Program -- Representations by Sellers; Repurchases" and
- comply with each representation and warranty for the mortgage loans set
forth in the pooling and servicing agreement;
- subsequent mortgage loan must not have been selected by the seller in a
manner that it believes is adverse to the interests of the
certificateholders,
- no subsequent mortgage loan may be or more days contractually
delinquent as of the applicable Cut-Off Date;
- no subsequent mortgage loan may have a remaining term to maturity in
excess of years;
- no subsequent mortgage loan may have a loan rate less than %;
- following the purchase of the subsequent mortgage loans by the trust, the
mortgage loans
- will have a weighted average loan rage of at least %;
- will have a weighted average loan-to-value ratio of not more than %;
- will not have a weighted average remaining term to stated maturity of
more than months;
- will, in each case, have a principal balance in excess of $ as of the
Cut-Off Date;
- the seller, [the depositor and the trustee shall not have been notified
by either rating agency that the conveyance of the subsequent mortgage
loans will result in a qualification, modification or withdrawal of its
then-current rating of any class of certificates] [shall have notified
each rating agency of such conveyance as required by the pooling and
servicing agreement]; and
- the trustee shall have received certain opinions of counsel as to, among
other things, the enforceability and validity of the transfer agreements
relating to such conveyance of such subsequent mortgage loans. All
subsequent mortgage loans shall be added from a specified group of
mortgage loans.
PAYMENTS ON MORTGAGE LOANS; DEPOSITS TO COLLECTION ACCOUNT AND DISTRIBUTION
ACCOUNT
The servicer shall establish and maintain in the name of the trustee a
separate Collection Account for the benefit of the holders of the certificates.
The Collection Account will be all Eligible Account. Subject to the investment
provision described in the following paragraphs, upon receipt by the servicer of
amounts in respect of the mortgage loans (excluding amounts representing the
servicing fee), the servicer will deposit these amounts in the Collection
Account. Amounts deposited may be invested in Eligible Investments maturing no
later than two Business Days prior to the next succeeding date on which amounts
on deposit in the Collection Amount are required to be deposited in the
Distribution Account.
The trustee will establish a Distribution Account into which amounts
withdrawn from the Collection Account for distribution to certificateholders on
a Payment Date will be deposited. The Distribution Account will be an Eligible
Account. Amounts on deposited in the Distribution Account may be invested in
Eligible Investments maturing on or before tile Business Day prior to the
related Payment Date.
An Eligible Account is an account that is maintained with a depository
institution whose debt obligations at the time of any deposit therein have the
highest short-teen debt rating by the rating agencies, and whose accounts are
fully insured by either the Savings Association Insurance Fund or the Bank
Insurance Fund of the FDIC established by such fund with a minimum long-teen
unsecured debt rating of "A2" by Moody's and "A" by S&P, otherwise acceptable to
each rating agency and the Insurer as evidenced by a letter from each
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rating agency and the Insurer to the trustee, without reduction or withdrawal of
their then current ratings of the certificates.
Eligible Investments are specified in the pooling and servicing agreement
and are limited to investments which meet the criteria of the rating agencies
from time to time as being consistent with their then current ratings of the
certificates. "Eligible Investments" are limited to:
- direct obligations of, or obligations fully guaranteed as to timely
payment of principal and interest by, the United States or any agency or
instrumentality of the United States; provided that such obligations are
backed by the full faith and credit of the United States;
- repurchase agreements on obligations specified in the prior clause
maturing not more than three months from the date of acquisition
thereof; provided that the short-term unsecured debt obligations of the
party agreeing to repurchase such obligations are at the time rated by
each rating agency in its highest short-term rating category;
- certificates of deposit, time deposits and bankers' acceptances (which,
if Moody's is a rating agency, shall each have an original maturity of
not more than 90 days and, in the case of bankers' acceptances, shall in
no event have an original maturity of more than 365 days) of any U.S.
depository institution or trust company incorporated under the laws of
the United States or any state thereof and subject to supervision and
examination by federal and/or state banking authorities; provided that
the unsecured short-term debt obligations of such depository institution
or trust company at the date of acquisition thereof have been rated by
each of the rating agencies in its highest unsecured short-term debt
rating category;
- commercial paper (having original maturities of not more than 90 days)
of any corporation incorporated under the laws of the United States or
any state thereof which on the date of acquisition has been rated by the
rating agencies in their highest short-term rating categories;
- short term investment funds deposited by any trust company or bank
incorporated under the laws of the United States or any state thereof
which on the date of acquisition has been rated by the rating agencies
in their respective highest rating category of long term unsecured debt;
- interests in any money market fund which at the date of acquisition of
the interests in such fund and throughout the time as the interest is
held in such fund has the rating specified by each rating agency; and
- other obligations or securities that are acceptable to each rating
agency as an Eligible Investment hereunder and will not result in a
reduction in the then current rating of the certificates, as evidenced
by a letter to such effect from such rating agency and with respect to
which the depositor has received confirmation that, for tax purposes,
the investment complies with the last clause of this definition;
provided that no instrument described hereunder shall evidence either
the right to receive only interest with respect to the obligations
underlying such installment or
- both principal and interest payments derived from obligations underlying
such instrument and the interest and principal payments with respect to
such instrument provided a yield to maturity at par greater than 120% of
the yield to maturity at par of the underlying obligations; and
- provided, further, that no instrument described hereunder may be
purchased at a price greater than par if such instrument may be prepaid
or called at a price less than its purchase price prior to its stated
maturity.
ADVANCES
Not later than two Business Days prior to each Payment Date, the servicer
will remit to the trustee for deposit in the Distribution Account an amount to
be distributed on that Payment Date, equal to the sum of the interest accrued
and principal due on each mortgage loan through the related Due Date but not
received by the servicer as of the close of business on tile last day of the
related Due Period (net of the servicing fee) (the
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"Monthly Advance"). Such obligation of the servicer continues with respect to
each mortgage loan until a mortgage loan becomes a liquidated mortgage loan.
In the course of performing its servicing obligations, the servicer will
pay all reasonable and customary "out-of-pocket" costs and expenses incurred in
the performance of its servicing obligations, including, but not limited to, the
cost of
- the preservation, restoration and protection of the mortgaged properties,
- any enforcement or judicial proceedings, including foreclosures, and
- the management and liquidation of mortgaged properties acquired in
satisfaction of the related mortgage.
Each such expenditure will constitute a "Servicing Advance."
The servicer's right to reimbursement for Servicing Advances is limited to
late collections on the related mortgage loan, including Liquidation Proceeds,
Insurance Proceeds and other amounts as may be collected by the servicer from
the related mortgagor or that relate to these unreimbursed amounts. The
servicer's right to reimbursement for Monthly Advances shall be limited to late
collections of interest on any mortgage loan and to Liquidation Proceeds and
Insurance Proceeds on the related mortgage loan. The servicer's right to these
reimbursements is prior to the rights of certificateholders.
If in the good faith judgment and sole discretion of the servicer it
determines that an advance will not be ultimately recoverable from the related
mortgagor or other collections from that mortgage, the servicer will not be
required to make an advance for that mortgage loan. If the servicer determines
that an advance will not be recoverable from the related Mortgagor or tile other
collections from the mortgage then the servicer may be reimbursed from other
amounts on deposit in the Collection Account.
PAYMENT DATES
On each Payment Date, which is the [15th] day of each month, or if such day
is not a Business Day, then the next Business Day, commencing in
, the holders of the offered certificates will be entitled
to receive, from amounts then on deposit in the Distribution Account, to the
extent of funds available therefor in accordance with the priorities and in the
amounts described below under "Priority of Distributions," an aggregate amount
equal to the sum of (a) the Class Interest Distribution for each class of
offered certificates and (b) the Class A Principal Distribution. Distributions
will be made (1) in immediately available funds to holders of offered
certificates, the aggregate principal balance of which is at least $1,000,000,
by wire transfer or to the account of such certificateholder at a domestic bank
or other entity having appropriate facilities therefor, if such
certificateholder has so notified the trustee in accordance with the pooling and
servicing agreement, or (2) by check mailed to the address of the person as it
appears on the certificate register maintained by the trustee as certificate
registrar.
DEPOSITS TO THE DISTRIBUTION ACCOUNT
No later than one Business Day prior to each Payment Date, the following
amounts for the previous Due Period shall be deposited into the Distribution
Account and shall constitute the Available Funds for that Payment Date:
- payments of principal and interest on the mortgage loans (net of amounts
representing the servicing fee with respect to each mortgage loan and
reimbursement for related Monthly Advances and Servicing Advances);
- Net Liquidation Proceeds and Insurance Proceeds with respect to the
mortgage loans (net of amounts applied to the restoration or repair of a
mortgaged property);
- the purchase price for repurchased defective mortgage loans and any
related Substitution Adjustment Amounts;
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- payments from the servicer in connection with
- Monthly Advances,
- Prepayment Interest Shortfalls and
- the termination of the trust as provided in the pooling and servicing
agreement; and
- any amounts paid under the Policy.
PRIORITY OF DISTRIBUTIONS
A. On each Payment Date the trustee shall withdraw from the Distribution
Account the Available Funds and make distributions as described below and to the
tile extent of Available Funds in the following order of priority:
(1) to the trustee, the trustee fee for that Payment Date;
(2) to holders of each class of Class A certificates, an amount equal
to the related Class Interest Distribution for that Payment Date;
(3) sequentially, to the Class A-1 and the Class A-2
certificateholders, in that order, until the respective Class A Principal
Balance of each of these classes is reduced to zero, the related Class A
Principal Distribution) other than the portion constitution the
Distributable Excess Spread) for such Payment Date; provided, however, that
after the occurrence and continuance of an Insurer Default, this portion of
the Class A Principal Distribution will be distributed pro rata to the
holders of these certificates based on the respective Class A Principal
Balances;
(4) to the Insurer, the amount owing to the Insurer under the
Insurance Agreement for the premium;
(5) sequentially, to the Class A-1 and Class A-2 certificateholders,
in that order, until the respective Class A Principal Balance of each of
these classes is reduced to zero, the related Distributable Excess Spread
for such Payment Date; provided, however, that after the occurrence and
continuance of an Insurer Default, the Distributable Excess Spread will be
distributed pro rata to the holders of these certificates based on the
respective Class A Principal Balances.
(6) to the servicer, the amount of any accrued and unpaid servicing
fee;
(7) to the Insurer, amounts owing to the Insurer for reimbursement
for prior draws made on the Policy;
(8) to the servicer, the amount of Nonrecoverable Advances not
previously reimbursed;
(9) to the Insurer, any other amounts owing to the Insurer under the
Insurance Agreement; and
(10) to the Class R certificateholders, the balance.
THE CERTIFICATE RATE
The Certificate Rate for any interest accrual period with respect to the
Class A-1 certificates will be % per annum, and the class A-2 certificates
will be % per annum. Interest accrual period means the period from the first
day of the calendar month preceding the month of that Payment Date through the
last day of that calendar month.
Interest will accrue on the certificates on the basis of a 360-day year
consisting of twelve 30-day months.
INTEREST
On each Payment Date, if there are sufficient funds available, the Class
Interest Distribution will be distributed for each class of Class A
certificates. The Class Interest Distribution is equal to the sum of (a) one
month's interest at the Certificate Rate on the related Class A Principal
Balance immediately prior to that
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Payment Date (the "Class Monthly Interest Distributable Amount") and (b) any
Class Interest Carryover Shortfall for such Class of Class A certificates for
that Payment Date. As to any Payment Date and Class of Class A certificates, the
Class Interest Carryover Shortfall is the sum of (x) the excess of the related
Class Monthly Interest Distributable Amount for the preceding Payment Date and
any outstanding Class Interest Carryover Shortfall with respect to that class on
the preceding Payment Date, over the amount in respect of interest that is
actually distributed to that class on the prior Payment Date plus (y) one
month's interest on the excess, to the extent permitted by law, at the related
Certificate Rate. The interest entitlement described in (a) above will be
reduced by such class' pro rata share of Civil Relief Act Interest Shortfalls,
if any, for that Payment Date. Civil Relief Act Interest Shortfalls will not be
covered by payments under the Policy.
On each Payment Date, the Class Interest Distribution for each class of
Class A certificates will be distributed on an equal priority and any shortfall
in the amount required to be distributed as interest to each class will be
allocated between the classes pro rata based on the amount each class would have
been distributed in the absence of such shortfall.
PRINCIPAL
On each Payment Date, if there are sufficient finds available in accordance
with the priorities described above under "Priorities of Distributions,"
principal will be distributed to the holders of Class A certificates then
entitled to distributions of principal in an amount equal to the lesser of (A)
the related Aggregate Class A Principal Balance and (B) the related Class A
Principal Distribution for such Payment Date. "Class A Principal Distribution"
means the sum of the related Class A Monthly Principal Distribution Amount for a
Payment Date and any outstanding Class A Principal Carryover Shortfall as of the
close of business on the preceding Payment Date.
Class A Monthly Principal Distributable Amount means to the extent that
funds are available, the amount equal to the sum of the following amounts,
without duplication, for the immediately preceding Due Period:
- each payment of principal on a mortgage loan received by the servicer
during the Due Period, including all full and partial principal
prepayments,
- the principal balance as of the end of the immediately preceding Due
Period of each mortgage loan that became a liquidated mortgage loan for
the first time during that Due Period,
- the portion of the purchase price allocable to principal of all
repurchased defective mortgage loans with respect to that Due Period,
- any Substitution Adjustment Amounts received on or prior to the previous
Determination Date and not yet distributed, and
- the portion of Excess Spread, if any, required to be distributed on such
Payment Date to satisfy the required level of overcollateralization for
such Payment Date (the "Distributable Excess Spread") but not greater
than 100%.
"Class A Principal Carryover Shortfall" means, with respect to any Payment
Date, the excess of the sum of the related Class A Monthly Principal
Distributable Amount for the preceding Payment Date and any outstanding Class A
Principal Carryover Shortfall on the preceding Payment Date over the amount in
respect of principal that is actually distributed to the Class A
certificateholders on the preceding Payment Date.
If the required level of overcollateralization is reduced below the then
existing amount of overcollateralization or if the required level of
overcollateralization is satisfied, the amount of the related Class A Monthly
Principal Distributable Amount on the following Payment Date will be
correspondingly reduced by the amount of the reduction in overcollateralization
and by the amount necessary so that the overcollateralization will not exceed
the required level of overcollateralization after giving effect to the principal
distribution to be made on that Payment Date.
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The application of Distributable Excess Spread is intended to create
overcollateralization to provide a source of additional cashflow to cover losses
on the mortgage loans. If the amount of losses in a particular Due Period
exceeds the amount of the related Excess Spread for the related Payment Date,
the amount distributed in respect of principal will be reduced. A draw on the
Policy for the payment of principal will not be made until the Class A Principal
Balance exceeds the pool balance. See "The Policy" herein. Accordingly, there
may be Payment Dates on which Class A certificateholders receive little or no
principal distributions.
So long as an Insurer Default has not occurred and is continuing,
distributions of the Class A Principal Distribution with respect to the offered
certificates will be applied, sequentially, so that no class of offered
certificates having a higher numerical designation is entitled to distributions
of principal until each class of certificates having a lower numerical
designation has been reduced to zero. If on any Payment Date, an Insurer Default
has occurred and is continuing, the Class A Principal Distribution for the
offered certificates will be applied to the distribution of principal of each
class outstanding on a pro rata basis in accordance with the Class A Principal
Balance of each class.
On each Payment Date following an Insurer Default, net losses realized on
liquidated mortgage loans (if the net losses realized is not covered by
Available Funds) will reduce the amount of any overcollateralization.
Due Period means, with respect to any Determination Date or Payment Date,
the calendar month immediately preceding that Determination Date or Payment
Date.
A liquidated mortgage loan, for any Payment Date, is a mortgage loan that
the servicer has determined that all Liquidation Proceeds which it expects to
recover with respect to such mortgage loan (including disposition of the related
REO Property) have been recovered. This determination shall be in accordance
with the servicing procedures in the pooling and servicing agreement and shall
be made at the end of the proceeding Due Period.
"Excess Spread" means, with respect to any Payment Date, the positive
excess, if any, of (A) Available Funds for such Payment Date over (B) the amount
required to be distributed pursuant to subclause items (1) through (4), in each
case set forth under the heading "Description of the Certificates -- Priority of
Distributions" on the Payment Date.
An Insurer Default will occur in the event the Insurer fails to make a
payment required under the Policy or if certain events of bankruptcy or
insolvency occur with respect to the Insurer.
THE POLICY
The following information has been supplied by the Insurer for inclusion in
this prospectus supplement. Accordingly, neither the depositor nor the servicer
makes any representation as to the accuracy and completeness of such
information.
[To be provided by the Insurer.]
OVERCOLLATERALIZATION
The credit enhancement provisions of the trust result in a limited
acceleration of the Class A certificates relative to the amortization of the
mortgage loans in the early months of the transaction. The accelerated
amortization is achieved by the application of Distributable Excess Spread to
principal distributions on the Class A certificates. This acceleration feature
creates overcollateralization (i.e., the excess of the pool balance over the
related Aggregate Class A Principal Balance). Once the required level of
overcollateralization is reached, and subject to the provisions described in the
next paragraph, the acceleration feature will cease, until necessary to maintain
the required level of overcollateralization.
The pooling and servicing agreement provides that, subject to certain
floors, caps and triggers, the required level of overcollateralization may
increase or decrease over time. Any decrease in the required level of
overcollateralization will occur only at the sole discretion of the Insurer. The
decrease will have the effect of reducing the amortization of the Class A
certificates below what it otherwise would have been.
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[PRE-FUNDING ACCOUNT
On the closing date, ($____) will be deposited in a pre-funding account.
The pre-funding account shall be part of the trust and will be used to acquire
additional mortgage loans in accordance with the pooling and servicing
agreement. The funding period will begin on the closing date and terminate on
________, 200__. Any funds remaining at the end of the funding period will be
distributed to holders of the classes of certificates entitled to receive
principal on the Payment Date in ________, 200__ in reduction of the related
Certificate Principal Balances. This will result in a partial principal
prepayment of the related certificates on that date. Amounts on deposit in the
pre-funding account will be invested in Permitted Investments. All interest and
any other investment earnings on amounts on deposit in the pre-funding account
will be deposited in the capitalized interest account. The pre-funding account
shall not be an asset of the REMIC. All reinvestment earnings on the pre-funding
account shall be owned by, and be taxable to, the seller.
CAPITALIZED INTEREST ACCOUNT
On the closing date, a portion of the proceeds from the sale of the
certificates will be deposited in a capitalized interest account. The
capitalized interest account shall be maintained with and in the name of the
trustee on behalf of the trust a portion of the proceeds of the sale of the
certificates. The amount deposited therein will be used by the trustee on the
Payment Dates in ________ 200__, ________ 200__ and ________, 200__ to cover
shortfalls in interest on the certificates that may arise as a result of
interest shortfalls on the certificates during the funding period. Any amounts
remaining in the capitalized interest account at the end of the funding period
which are not needed to cover shortfalls on the Payment Date in ________ 200__
are required to be paid directly to the seller.] The capitalization interest
account shall not be an asset of the REMIC. All reinvestment earnings on the
capitalized interest account shall be owned by, and be taxable to, the seller.]
REPORTS TO CERTIFICATEHOLDERS
Concurrently with each distribution to the certificateholders, the trustee
will forward to each certificateholder a statement (based solely on information
received from the servicer) setting forth among other items with respect to each
Payment Date:
(1) the aggregate amount of the distribution to each class of
certificateholders on such Payment Date;
(2) the amount of distribution set forth in paragraph (1) above in
respect of interest and any Class Interest Carryover Shortfall, and the
amount of any Class Interest Carryover Shortfall remaining;
(3) the amount of distribution set forth in paragraph (1) above in
respect of principal and the Class A Principal Carryover Shortfall, and any
remaining Class A Principal Carryover Shortfall;
(4) the amount of Excess Spread and the amount applied as to a
distribution on the certificates;
(5) the Guaranteed Principal Amount, if any, for such Payment Date;
(6) the amount paid under the Policy for such Payment Date in respect
of tile Class Interest Distribution to each class of certificates;
(7) the servicing fee;
(8) the pool balance, as of the close of business on the last day of
the preceding Due Period;
(9) the Aggregate Class A Principal Balance after giving effect to
payments allocated to principal above;
(10) the amount of overcollateralization as of the close of business
on the Payment Date, after giving effect to distributions of principal on
that Payment Date;
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(11) the number and aggregate principal balances of the mortgage loans
as to which the minimum monthly payment is delinquent for 30-59 days, 60-89
days and 90 or more days, respectively, as of the end of the preceding Due
Period;
(12) the book value of any real estate which is acquired by the trust
through foreclosure or of deed in lieu of foreclosure;
(13) the aggregate amount of prepayments received on the mortgage
loans during the previous Due Period; and
(14) the weighted average loan rate on the mortgage loans as of the
first day of tile month prior to the Payment Date.
In the case of information furnished pursuant to clauses (2) and (3) above,
the amounts shall be expressed as a dollar amount per certificate with a $1,000
denomination.
Within 60 days after the end of each calendar year, the trustee will
forward to each person, if requested in writing by such person, who was a
certificateholder during the prior calendar year a statement containing the
information set forth in clauses (2) and (3) above aggregated for such calendar
year.
LAST SCHEDULED PAYMENT DATE
The last scheduled Payment Date for each class of offered certificates is
as follows: Class A-1 certificates, ; and Class A-2 certificates,
. It is expected that the actual last Payment Date for each class of
offered certificates will occur significantly earlier than the last scheduled
Payment Dates.
Such last scheduled Payment Dates are based on a [ ]% prepayment
assumption with no payments of Distributable Excess Spread and the assumptions
set forth above under "Prepayment and Yield Considerations -- Weighted Average
Lives".
COLLECTION AND OTHER SERVICING PROCEDURES ON MORTGAGE LOANS
The servicer will make reasonable efforts to collect all payments called
for under the mortgage loans and will, consistent with the pooling and servicing
agreement, follow such collection procedures as it follows from time to time
with respect to the loans in its servicing portfolio comparable to the mortgage
loans. Consistent with the above, the servicer may in its discretion waive any
late payment charge or any assumption or other fee or charge that may be
collected in the ordinary course of servicing the mortgage loans.
With respect to the mortgage loans, the servicer may arrange with a
borrower a schedule for the payment of interest due and unpaid for a period;
provided, that any such arrangement is consistent with the servicer's policies
with respect to the mortgage loans it owns or services.
HAZARD INSURANCE
The servicer will cause to be maintained for each mortgage loan and each
property acquired upon foreclosure, or by deed in lieu of foreclosure, hazard
insurance with extended coverage in an amount which is at least equal to the
lesser of
- the outstanding principal balance on the mortgage loan and any related
senior lien(s); and
- the maximum insurable value of the improvements securing the mortgage
loan.
Generally, if the mortgaged property is located in a federally designated
flood area, the hazard insurance to be maintained for the mortgage loan shall
include flood insurance in such amounts as are required under applicable
guidelines of the Federal Flood Emergency Act. Any amounts collected by the
servicer under any such policies will be deposited in the Collection Account,
net of certain amounts as indicated in the pooling and servicing agreement. The
servicer shall be under no obligation to require that any mortgagor maintain
earthquake or other additional insurance; and shall be under no obligation
itself to maintain any such additional insurance on property acquired, other
than pursuant to applicable laws and regulations. If the
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servicer obtains and maintains a blanket policy consistent with prudent industry
standards insuring against hazard losses on all of the mortgage loans in an
aggregate amount prudent under industry standards, it shall conclusively be
deemed to have satisfied its obligations and if there shall have been a loss
which would have been covered by such policy, deposit in the Collection Account,
as the case may be, the amount not otherwise payable under the blanket policy
because of any deductible clause.
REALIZATION UPON DEFAULTED MORTGAGE LOANS
The servicer will foreclose upon or otherwise comparably convert to
ownership mortgaged properties securing such of the mortgage loans as come into
default when, in accordance with applicable servicing procedures under the
pooling and servicing agreement, no satisfactory arrangements can be made for
the collection of delinquent payment. In connection with such foreclosure or
other conversion, the servicer will follow such practices as it deems necessary
or advisable and as are in keeping with its general subordinate mortgage
servicing activities; provided the servicer will not be required to expend its
own funds in connection with foreclosure or other conversion, correction of
default on a related senior mortgage loan or restoration of any property unless,
in its sole judgment, such foreclosure, correction or restoration will increase
Net Liquidation Proceeds. the servicer will be reimbursed out of Liquidation
Proceeds for advances of its own funds as liquidation expenses before any Net
Liquidation Proceeds are distributed to the certificateholders.
SERVICING COMPENSATION AND PAYMENT OF EXPENSES
With respect to each Due Period, the servicer will receive from interest
collections in respect of the mortgage loans a portion of such interest
collections as a monthly servicing fee in the amount equal to [ ]% per annum,
or the servicing fee rate, on the aggregate principal balances of the mortgage
loans as of the first day of the related Due Period. All assumption fees, late
payment charges and other fees and charges, to the extent collected from
borrowers, will be retained by the servicer as additional servicing
compensation.
The servicer will pay certain ongoing expenses associated with the trust
and incurred by it in connection with its responsibilities under the pooling and
servicing agreement. In addition, the servicer will be entitled to reimbursement
for certain expenses incurred by it in connection with defaulted mortgage loans
and in connection with the restoration of mortgaged properties, such right of
reimbursement being prior to the rights of certificateholders to receive any
related Net Liquidation Proceeds.
EVIDENCE AS TO COMPLIANCE
The pooling and servicing agreement provides for delivery on or before
March 31 of each year, beginning on March 31, [year], to the indenture trustee
and the insurer of an annual statement signed by an officer of the servicer to
the effect that the servicer has fulfilled its material obligations under the
pooling and servicing agreement throughout the preceding fiscal year, except as
specified in such statement.
On or before March 31 of each year, beginning March 31, [year], the
servicer will furnish a report prepared by a firm of nationally recognized
independent public accountants (who may also render other services to the
servicer or the depositor) to the trustee, the Insurer and the rating agencies
to the effect that such firm has examined certain documents and the records
relating to servicing of the mortgage loans under the pooling and servicing
agreement and that, on the basis of such examination, such firm believes that
such servicing was conducted in compliance with the pooling and servicing
agreement except for (a) such exceptions as such firm believes to be immaterial
and (b) such other exceptions as shall be set forth in such report.
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CERTAIN MATTERS REGARDING THE DEPOSITOR AND SERVICER
The pooling and servicing agreement provides that the servicer may not
resign from its obligations and duties thereunder:
- unless such duties and obligations are no longer permissible under
applicable law or are in material conflict by reason of applicable law
with any other activities of a type and nature presently carried on by it
or its subsidiaries or affiliates or
- upon the satisfaction of the following conditions;
- the servicer has proposed a successor servicer to the trustee and the
Insurer in writing and such proposed successor servicer is reasonably
acceptable to the trustee and the Insurer; and
- the rating agencies have confirmed to the trustee and the Insurer that
the appointment of such proposed successor servicer as the servicer will
not result in the reduction or withdrawal of the then current rating of
the certificates.
No such resignation will become effective until the trustee or a successor
servicer has assumed the servicer's obligations and duties under the pooling and
servicing agreement.
The servicer may perform any of its duties and obligations under the
pooling and servicing agreement through one or more subservicers or delegates,
which may be affiliates of the servicer. Notwithstanding any such arrangement,
the servicer will remain liable and obligated to the trustee and the
certificateholders for the servicer's duties and obligations under the pooling
and servicing agreement, without any diminution of such duties and obligations
and as if the servicer itself were performing such duties and obligations.
Under the pooling and servicing agreement, the depositor will indemnify an
injured party for the entire amount of any losses, claims, damages or
liabilities arising out of or based on the pooling and servicing agreement
(other than losses resulting from defaults under the mortgage loans). The
pooling and servicing agreement provides that neither the depositor nor the
servicer nor their directors, officers, employees or agents will be under any
other liability to the trust, the trustee, the certificateholders, the Insurer
or any other person for any action taken or for refraining from taking any
action pursuant to the pooling and servicing agreement. However, neither the
depositor nor the servicer will be protected against any liability which would
otherwise be imposed by reason of willful misconduct, bad faith or gross
negligence of the depositor or the servicer in the performance of its duties
under the pooling and servicing agreement or by reason of reckless disregard of
its obligations thereunder. In addition, the pooling and servicing agreement
provides that the servicer will not be under any obligation to appear in,
prosecute or defend any legal action which is not incidental to its servicing
responsibilities under the pooling and servicing agreement and which in its
opinion may expose it to any expense or liability. The servicer may, in its sole
discretion, undertake any such legal action which 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 and the
Insurer thereunder.
Any corporation into which the servicer may be merged or consolidated, or
any corporation resulting from any merger, conversion or consolidation to which
the servicer shall be a party, or any corporation succeeding to the business of
the servicer shall be the successor of the servicer hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties.
EVENTS OF DEFAULT
Events of Default will consist of:
(1) any failure by the servicer to deposit in the Collection Account
any deposit required to be made under the pooling and servicing agreement
or to make any payment required to be made under the Insurance Agreement,
which failure continues unremedied for two Business Days after written
notice is given of that failure to the servicer by the trustee, or to the
servicer and the trustee by the Insurer or Class A certificateholders
evidencing an aggregate, of at least 25% of the voting rights;
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(2) any failure by the servicer duly to observe or perform in any
material respect any other of its covenants or agreements in the pooling
and servicing agreement which, in each case, materially and adversely
affects the interests of the Class A certificateholders or the Insurer and
continues unremedied for 60 days after the written notice is given of such
failure to the servicer by the trustee, or to the servicer and the trustee
by the Insurer or Class A certificateholders evidencing an aggregate of at
least 25% of the voting rights;
(3) any Insolvency Event which includes certain events of insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings relating to the servicer and certain actions by the servicer
indicating insolvency, reorganization or inability to pay its obligations;
or
(4) any Event of Default, as defined in the Insurance Agreement, has
occurred and is continuing.
Under certain other circumstances, the Insurer may deliver written notice
to the servicer terminating all the rights and obligations of the servicer under
the pooling and servicing agreement.
Notwithstanding the foregoing, a delay in or failure of performance
referred to under clause (1) above for a period of five Business Days or under
clause (2) above for a period of 60 days, shall not constitute an Event of
Default if such delay or failure could not be prevented by the exercise of
reasonable diligence by the servicer and the delay or failure was caused by an
act of God or other similar occurrence. Upon the occurrence of any such event,
the servicer shall not be relieved from using its best efforts to perform its
obligations in a timely manner in accordance with the terms of the pooling and
servicing agreement and the servicer shall provide the trustee, the depositor,
the Insurer and the Class A certificateholders prompt notice of such failure or
delay by it, together with a description of its efforts to so perform its
obligations.
RIGHTS UPON AN EVENT OF DEFAULT
So long as an Event of Default remains unremedied, either (1) the trustee,
or Class A certificateholders evidencing an aggregate of at least 51% of the
voting rights, in each case with the consent of the Insurer, or (2) the Insurer
may terminate all of the rights and obligations of the servicer under the
pooling and servicing agreement and in and to the mortgage loans. In these
circumstances, the trustee will succeed to all the responsibilities, duties and
liabilities of the servicer under the pooling and servicing agreement and will
be entitled to similar compensation arrangements. In the event that the trustee
would be obligated to Succeed the servicer but is unwilling or unable so to act,
it may appoint, or petition a court of competent jurisdiction for the
appointment of, a housing and home finance institution or other mortgage loan or
home equity loan servicer with all licenses and permits required to perform its
obligations under the pooling and servicing agreement. The appointed servicer
must have a net worth of at least $[ ] and must be acceptable to the Insurer
to act as successor to the servicer under the pooling and servicing agreement.
Pending such appointment, the trustee will be obligated to act as servicer
unless prohibited by law. The successor will be entitled to receive the same
compensation that the servicer would otherwise have received (or such lesser
compensation as the trustee and such successor may agree). A receiver or
conservator for the servicer may be empowered to prevent the termination and
replacement of the servicer if the only Event of Default that has occurred is an
Insolvency Event.
AMENDMENT
The pooling and servicing agreement may be amended from time to time by the
depositor, the servicer and the trustee and with the consent of the Insurer, but
without the consent of the Class A certificateholders, to dire any ambiguity, to
correct or supplement any provisions therein which may be inconsistent with any
other provisions of the pooling and servicing agreement, to add to the duties of
the depositor or the servicer or to add or amend any provisions of the pooling
and servicing agreement as required by the rating agencies in order to maintain
or improve any rating of the Class A certificates (it being understood that,
after obtaining the ratings in effect on the Closing Date, neither the
depositor, the trustee nor the servicer is obligated to obtain, maintain, Or
improve any such rating) or to add any other provisions with respect to matters
or questions arising under the pooling and servicing agreement or the Policy
which shall not be inconsistent with the provisions of the pooling and servicing
agreement or to comply with any requirement imposed by the code;
S-32
provided that such action will not, as evidenced by an opinion of counsel,
adversely affect in any material respect the interests of any certificateholder
or the Insurer; provided, that any such amendment will not be deemed to
materially and adversely affect tile Class A certificateholders and no such
opinion will be required to be delivered if the person requesting such amendment
obtains a letter from the rating agencies stating that such amendment would not
result in a downgrading of the then current rating of the Class A certificates,
without regard to the Policy. The pooling and servicing agreement may also be
amended from time to time by the depositor, the servicer, and the trustee, with
the consent of Class A certificateholders evidencing an aggregate of at least
51% of the voting rights and the Insurer for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the pooling and servicing agreement or of modifying in any manner the rights of
the Class A certificateholders; provided that no such amendment will:
- reduce in any manner the amount of, or delay the timing of, collections
of payments on the Class A certificates or distributions or payments
under the Policy which are required to be made on any Class A certificate
without the consent of the holder of such Class A certificate;
- reduce the percentage required to consent to any such amendment, without
the consent of the holders of all Class A certificates then outstanding;
or
- adversely affect in any material respect the interest of the Insurer.
TERMINATION; PURCHASE OF MORTGAGE LOANS
The trust will terminate on the Payment Date following the later of (A)
payment in full of all amounts owing to the Insurer unless the Insurer shall
otherwise consent and (B) the earliest of (1) the Payment Date on which the
Aggregate Class A Principal Balance has been reduced to zero, (2) the final
payment or other liquidation of the last mortgage loan in the trust, (3) the
optional purchase by the servicer of the mortgage loans, and (4) the Payment
Date in [ ] on which date the Policy will be available to pay the outstanding
principal balance of the Class A certificates.
Subject to provisions in the pooling and servicing agreement regarding a
plan of complete liquidation, the servicer may, at its option, terminate the
pooling and servicing agreement on any date on which the pool balance is less
than 5% of the sum of the Cut-Off Date pool balance by purchasing, on the next
succeeding Payment Date, all of the outstanding mortgage loans at a price equal
to the sum of the outstanding pool balance (subject to reduction as provided in
the pooling and servicing agreement if the purchase price is based in part on
the appraised value of any REO Property included in the trust and that appraised
value is less than the Principal Balance of the mortgage loan) and accrued and
unpaid interest thereon at the weighted average of the loan rates through the
end of the Due Period preceding the final Payment Date together with all amounts
due and owing to the Insurer.
The purchase, shall be accomplished by deposit into the Distribution
Account of the purchase price specified above.
VOTING RIGHTS
Under the pooling and servicing agreement, the voting rights (the "Voting
Rights") will be allocated to the Class A certificates among the classes in
proportion to their respective Class Principal Balances. Voting rights allocated
to a class of certificates will be further allocated among the certificates of
that class on the basis of their respective percentage interests. [So long as no
Insurer Default is continuing, the Insurer will be entitled to exercise the
voting rights of the Class A certificates].
THE TRUSTEE
[Trustee], has been named trustee pursuant to the pooling and servicing
agreement.
The trustee may have normal banking relationships with the depositor and
the servicer.
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USE OF PROCEEDS
The net proceeds to be received from the sale of the certificates will be
applied by the depositor towards the purchase of the mortgage loans.
FEDERAL INCOME TAX CONSEQUENCES
Investors may wish to review the material set forth in this section
together with the information in the section "Federal Income Tax Consequences"
in the prospectus.
For federal income tax purposes, the trust estate [(exclusive of the rights
in respect of the additional collateral)] will consist of a pool of assets with
respect to which an election will be made to treat such pool as a "real estate
mortgage investment conduit" ("REMIC") for federal income tax purposes. The
Class A and Class B Certificates will be designated as "regular interests" in
the REMIC and the Class R Certificates will represent the "residual interest" in
the [upper tier/lower tier] REMIC. Accordingly, prospective investors should
review the section entitled [REMICs] under "Federal Income Tax Consequences" in
the prospectus.
The Class A and Class B Certificates may be treated as having been issued
with original issue discount. The prepayment assumption that will be used for
purposes of computing original issue discount, if any, for federal income tax
purposes is a CPR of [ ]%. No representation is made that the mortgage loans
will, in fact, prepay at this or any other rate.
PREPAYMENT AND YIELD CONSIDERATIONS
GENERAL
The weighted average life of, and, if purchased at other than par, the
effective yield of each Class of Class A Certificates will be affected by the
rate and timing of payments of principal on the Mortgage Loans in the Pool
relating to such Class (including, for this purpose, prepayments and amounts
received by virtue of refinancings and liquidations of Mortgage Loans due to
defaults, casualties, condemnations and repurchases, whether optional or
required, by the Depositor), the amount and timing of delinquencies and defaults
by Mortgagors in the related Pool, as well as by the application of Accelerated
Principal Payments (as defined herein) on the Class A Certificates. Such yield
may be adversely affected by a higher or lower than anticipated rate of
principal payments (including prepayments) on the Mortgage Loans in the Pool
relating to such Class. The rate of principal payments on such Mortgage Loans
will in turn be affected by the amortization schedules of the Mortgage Loans in
such Pool, the rate and timing of prepayments thereon by the Mortgagors, the
enforcement (or lack of enforcement) of "due-on-sale" clauses, liquidations of
defaulted Mortgage Loans in such Pool and optional or required repurchases of
Mortgage Loans in such Pool as described herein. The timing of changes in the
rate of prepayments, liquidations and repurchases of the Mortgage Loans may, and
the timing of losses could, 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 in each Pool will depend on future events and on a variety
of factors (as described more fully herein), no assurance can be given as to
such rate or the timing of prepayments on the related Class of Class A
Certificates.
The Mortgage Loans generally may be prepaid in full or in part at any time.
The prepayment experience with respect to the Mortgage Loans will affect the
weighted average life of each Class of Class A Certificates.
The actual rate of prepayments on pools of mortgage loans is influenced by
a variety of economic, tax, geographic, demographic, social, legal and other
factors and has fluctuated considerably in recent years. In addition, the rate
of prepayments may differ among pools of mortgage loans at any time because of
specific factors relating to the mortgage loans in the particular pool,
including, among other things, the age of the mortgage loans, the geographic
locations of the properties securing the loans and the extent of the mortgagors'
equity in such properties, and changes in the mortgagors' housing needs, job
transfers and unemployment.
S-34
NO REPRESENTATION IS MADE AS TO THE RATE OF PRINCIPAL PAYMENTS ON THE
MORTGAGE LOANS IN ANY POOL, OR AS TO THE YIELD TO MATURITY OF ANY CLASS OF CLASS
A CERTIFICATES. AN INVESTOR IS URGED TO MAKE AN INVESTMENT DECISION WITH RESPECT
TO THE CLASS A NOTES BASED ON THE ANTICIPATED YIELD TO MATURITY OF SUCH CLASS A
CERTIFICATE RESULTING FROM ITS PRICE AND SUCH INVESTOR'S OWN DETERMINATION AS TO
ANTICIPATED MORTGAGE LOAN PREPAYMENT RATES. PROSPECTIVE INVESTORS ARE URGED TO
ANALYZE FULLY THE EFFECT OF MORTGAGE LOAN PREPAYMENTS FOR THE RELATED POOL AND
MARKET CONDITIONS ON THE YIELD AND VALUE OF THE RELATED CLASS OF CLASS A
CERTIFICATES, BEFORE ACQUIRING ANY CLASS A CERTIFICATES. IN PARTICULAR,
INVESTORS THAT ARE REQUIRED TO PERFORM PERIODIC VALUATIONS ON THEIR INVESTMENT
PORTFOLIOS SHOULD CONSIDER THE EFFECT OF SUCH FLUCTUATIONS IN VALUE. IN
ADDITION, INVESTORS SHOULD CAREFULLY CONSIDER THE FACTORS DISCUSSED UNDER "RISK
FACTORS -- PREPAYMENT CONSIDERATIONS" HEREIN.
The terms of the Class A Certificates provide for the amortization of the
Class A Certificates into two periods, the Managed Amortization Period (as
defined herein) and the Rapid Amortization Period (as defined herein), which
affects the rate and timing of the payment of principal on the Class A
Certificates. Payments of principal to Holders of the Class A Certificates may
reduce the percentage of the related Pool Balance (as defined herein)
represented by the related Certificate principal balance. This may occur during
the Managed Amortization Period but this is especially true during the Rapid
Amortization Period. In addition, the Holders of the Class A Certificates may
receive a payment of Excess Cashflow (as defined herein) as an Accelerated
Principal Payment on any Payment Date on which the Specified
Overcollateralization Amount (as defined herein) for the related Class of Class
A Certificates exceeds the Overcollateralization Amount for the related Class A
Certificates.
The "OVERCOLLATERALIZATION AMOUNT" with respect to each Class of Class A
Certificates and the related Pool is equal to the amount, if any, by which the
related Pool Balance exceeds the outstanding principal balance for the related
Class of Class A Certificates. The Insurer will require, based upon the terms
and conditions hereinafter described, that the Overcollateralization Amount with
respect to each Class of Class A Certificates be maintained at the Specified
Overcollateralization Amount with respect to such Class.
The Sale and Servicing Agreement allows the Trust, but subject to the
satisfaction of certain terms specified in the Sale and Servicing Agreement, and
upon notice to the Rating Agencies and the Insurer, to remove Mortgage Loans
from either Pool held by the Trust at any time during the life of the Trust so
long as the related Overcollateralization Amount (after giving effect to such
removal) exceeds what is then the related Specified Overcollateralization
Amount. Such removals may affect the rate at which principal is distributed to
the Holders of the Class A Certificates by reducing the overall balance of
Mortgage Loans in the related Pool and thus the amount of related Principal
Collections (as defined herein).
As with fixed-rate obligations generally, the rate of prepayment on a pool
of mortgage loans with fixed rates is affected by prevailing market rates for
mortgage loans of a comparable term and risk level. When the market interest
rate is below the mortgage coupon, Mortgagors may have an increased incentive to
refinance their mortgage loans. Depending on prevailing market rates, the future
outlook for market rates and economic conditions generally, some Mortgagors may
sell or refinance mortgaged properties in order to realize their equity in the
properties, to meet cash flow needs or to make other investments.
The rate of prepayment on the Mortgage Loans cannot be predicted. Neither
the Servicer nor the Depositor is aware of any relevant studies or statistics on
the rate of prepayment of such Mortgage Loans. All of the Mortgage Loans contain
"due-on-sale" provisions and the Servicer intends to enforce such provisions,
unless such enforcement is not permitted by applicable law. The enforcement of a
"due-on-sale" provision will have the same effect as a prepayment of the related
Mortgage Loan.
EFFECT OF OVERCOLLATERALIZATION FEATURE
Because all or a portion of the Excess Cashflow (as defined below) with
respect to each Pool may be applied as an Accelerated Principal Payment in
reduction of the outstanding principal balance of the related Class of Class A
Certificates, the weighted average life of such Class of Class A Certificates
will also be influenced by the amount of such Excess Cashflow so applied.
"EXCESS CASHFLOW" with respect to a Payment Date and a Class of Class A
Certificates means the amount on deposit in the Collection Account in respect of
S-35
Available Funds for the related Pool during the related Collection Period,
available after making the distributions with respect to such Class specified in
clauses (i) through (vi) under the caption "Description of the Class A
Certificates -- Priority of Distributions" on such Payment Date. Because Excess
Cashflow attributable to the overcollateralization feature is derived, in part,
from interest collections on the Mortgage Loans in the related Pool and will be
applied to reduce the outstanding principal balance of each Class of Class A
Certificates, the aggregate payments in reduction of the outstanding principal
balance of each Class of Class A Certificates on a Payment Date will usually be
greater than the aggregate amount of Principal Collections (including
prepayments) on the Mortgage Loans in the related Pool payable during the
related Collection Period until the Specified Overcollateralization Amount with
respect to such Class is reached. As a consequence, Excess Cashflow available
for payment in reduction of the outstanding principal balance of the related
Class of Class A Certificates will increase in proportion to such outstanding
principal balance over time, to the extent such Excess Cashflow is not applied
to offset losses on the Mortgage Loans in the related Pool.
Accelerated Principal Payments will be paid on each Class of Class A
Certificates in reduction of the principal balance of such Class on each Payment
Date if the then-applicable Specified Overcollateralization Amount with respect
to such Class exceeds the related Overcollateralization Amount on such Payment
Date. If a Class A Certificate is purchased at other than par, its yield to
maturity will be affected by the rate at which Accelerated Principal Payments
are paid to the related Certificateholder. If the actual rate of Accelerated
Principal Payments on a Class of Class A Certificates applied in reduction of
the outstanding principal balance of such Class is slower than the rate
anticipated by an investor who purchases such Class A Certificate at a discount,
the actual yield to such investor will be lower than such investor's anticipated
yield. If the actual rate of Accelerated Principal Payments applied in reduction
of the outstanding principal balance of a Class of Class A Certificates is
faster than the rate anticipated by an investor who purchases such Class A
Certificate at a premium, the actual yield to such investor will be lower than
such investor's anticipated yield. The amount of Excess Cashflow with respect to
any Pool which is available to fund Accelerated Principal Payments on any
Payment Date will be affected by, among other things, the actual amount of
interest received, collected or recovered in respect of the Mortgage Loans in
such Pool during the related Collection Period and such amount will be
influenced by changes in the weighted average of the Loan Rates resulting from
prepayment and liquidations of Mortgage Loans in such Pool.
The amount of Accelerated Principal Payments paid to each Class of Class A
Certificates and applied to the outstanding principal balance of such Class on
each Payment Date will be based on the related Specified Overcollateralization
Amount of such Class. The "ACCELERATED PRINCIPAL PAYMENT" will equal (i) for any
Payment Date through the related Spread Holiday Termination Date, the lesser of
(A) % of the Excess Cashflow with respect to the related Pool and (B) the
amount required to increase the related Overcollateralization Amount to the
related Specified Overcollateralization Amount applicable to such Payment Date
and (ii) on each succeeding Payment Date, the lesser of (A) the Excess Cashflow
with respect to the related Pool and (B) the amount required to increase the
related Overcollateralization Amount to the related Specified
Overcollateralization Amount applicable to such Payment Date. The Indenture
generally provides that the Specified Overcollateralization Amount may, with
respect to each Class, over time, decrease or increase, subject to certain
floors, caps and triggers, including triggers that allow such Specified
Overcollateralization Amount to decrease or "step down" or increase or "step up"
based on the performance of the Mortgage Loans in the related Pool under certain
tests specified in the Indenture based on delinquency or loss rates. Any
increase in the Specified Overcollateralization Amount with respect to each
Class of Class A Certificates may result in an accelerated amortization of such
Class until such Specified Overcollateralization Amount is reached. Conversely,
any decrease in the Specified Overcollateralization Amount with respect to each
Class of Class A Certificates may result in a decelerated amortization of such
Class.
The "SPREAD HOLIDAY TERMINATION DATE" with respect to each Class of Class A
Certificates is the th Payment Date.
[CLASS A-1 DECREMENT TABLES]
S-36
[CLASS A-2 DECREMENT TABLES]
INFORMATION REPORTING AND BACKUP WITHHOLDING
The trustee will furnish or make available, within a reasonable time after
the end of each calendar year, to each person who held a class [A] certificate
at any time during this year, the information required by applicable rules to
assist the holders in preparing their federal income tax returns, or to enable
holders to make the information available to beneficial owners or financial
intermediaries that hold the certificates on behalf of beneficial owners. In
particular, this information will include a statement of the adjusted issue
price of the class [A] certificate at the beginning of each accrual period. In
addition, the reports will include information necessary to compute the accrual
of any market discount that may arise upon secondary trading of class [A]
certificates.
Distributions of interest and principal as well as distributions of
proceeds from the sale of the class [A] certificates, may be subject to the
backup withholding tax under section 3406 of the code at a rate of 31% if the
recipients of these distributions fail to furnish to the payor information,
including their taxpayer identification numbers, or otherwise fail to establish
an exemption from this tax. Any amounts deducted and withheld from a
distribution to a recipient would be allowed as a credit against the recipient's
federal income tax. Furthermore, penalties may be imposed by the IRS on a
recipient of distributions that is required to supply information but does not
do so in the proper manner.
STATE TAXES
The depositor makes no representations regarding the tax consequences of
purchase, ownership or disposition of the class [A] certificates and
Supplemental Interest Amounts under tax laws of any state. Investors considering
an investment in the class [A] certificates and Supplemental Interest Amounts
may wish to consult their own tax advisors regarding these tax consequences.
All investors should consult their own tax advisors regarding the federal,
state, local or foreign tax consequences of the purchase, ownership and
disposition of the class [A] certificates and the Supplemental Interest Amounts.
ERISA CONSIDERATIONS
Any Plan fiduciary which proposes to cause a Plan to acquire any of the
offered certificates should consult with its counsel with respect to the
potential consequences under ERISA and the code of the Plan's acquisition and
ownership of such certificates.
The DOL has issued to the Underwriter an individual prohibited transaction
exemption, Prohibited Transaction Exemption - , which generally exempts from
the application of certain prohibited transaction provisions of ERISA and the
code transactions relating to the initial purchase, the holding and the
subsequent resale by Plans of certificates representing a beneficial ownership
interest in a trust, the assets of which consists of obligations, including home
equity loans, that bear interest or are purchased at a discount and are secured
by single-family residential real property and/or multi-family residential real
property. The Underwriter's exemption will apply to the initial purchase, the
holding and the subsequent resale of the offered certified by a Plan, provided
that certain conditions (certain of which are described in the prospectus) are
satisfied. The Underwriter believes that all conditions of the exemption, other
than those within the control of the investors, will be met.
Any Plan fiduciary considering whether to purchase any offered certificates
on behalf of a Plan should consult with its counsel regarding the applicability
of the fiduciary responsibility and prohibited transaction provisions of ERISA
and the code to such investment. Before purchasing any offered certificates, a
Plan fiduciary should make its own determination as to the availability of the
exemptive relief provided in the Underwriter's exemption. Moreover, a Plan
fiduciary should determine whether, under the general fiduciary standards of
investment prudence and diversification, an investment in offered certificates
is appropriate for the Plan, taking into account the overall investment policy
of the Plan and the composition of the Plan's
S-37
investment portfolio. The sale of offered certificates to a Plan is in no
respect a representation by the Depositor or the Underwriter that this
investment meets all relevant legal requirements for investments by Plans
generally or by any particular Plan or that this investment is appropriate for
Plans generally or any particular Plan.
LEGAL INVESTMENT CONSIDERATIONS
The offered certificates will not constitute "mortgage related securities"
for purposes of the Secondary Mortgage Market Enhancement Act of 1984 ("SMMEA").
Institutions whose investment activities are subject to review by federal
or state regulatory authorities should consult with their counsel or the
applicable authorities to determine whether an investment in the offered
certificates complies with applicable guidelines, policy statements or
restrictions. See "Legal Investment" in the prospectus.
UNDERWRITING
Subject to the terms and conditions set forth in the underwriting
agreement, dated , between the depositor and the underwriter, the
depositor has agreed to sell to the underwriter and the underwriter has agreed
to purchase from the depositor the Class A certificates.
Distributions of the offered certificates will be made from time to time in
negotiated transactions or otherwise at varying prices to be determined at the
time of sale. Proceeds to the depositor from the sale of the offered
certificates will be approximately $ , plus accrued interest, before
deducting expenses payable by the depositor, estimated to be $ in the
aggregate. In connection with the purchase and sale of the offered certificates,
the underwriter may be deemed to have received compensation from the depositor
in the form of underwriting discounts.
The depositor has been advised by the underwriter that it presently intends
to make a market in the offered certificates; however, it is not obligated to do
so, any market-making may be discontinued at any time, and there can be no
assurance that an active public market for the offered certificates will
develop.
The underwriting agreement provides that the depositor will indemnify the
underwriter against certain civil liabilities, including liabilities under the
Securities Act of 1993, as amended.
EXPERTS
[ ]
LEGAL MATTERS
Certain legal matters with respect to the Class A certificates will be
passed upon for the depositor by [ ], and for the underwriter by
.
RATINGS
The Class A certificates must receive ratings of " " by [First Rating
Agency] and " " by [Second Rating Agency] prior to their issuance.
A securities rating addresses the likelihood of the receipt by a
certificateholder of distributions on the mortgage loans. The rating takes into
consideration the characteristics of the mortgage loans and the structural,
legal and tax aspects for the certificates. However, the ratings on the
certificates do not constitute statements regarding the likelihood or frequency
of prepayments on the mortgage loans or the possibility that certificateholders
might realize a lower than anticipated yield.
S-38
The ratings assigned to the certificates will depend primarily upon the
financial strength of the Insurer. Any reduction in a rating assigned to the
claims-paying ability of the Insurer below the ratings initially assigned to the
certificates may result in a corresponding reduction of the ratings assigned to
the certificates.
A securities rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning rating
organization. Each securities rating should be evaluated independently of
similar ratings on different securities.
S-39
INDEX OF DEFINED TERMS
<Table>
<Caption>
PAGE
----
Accelerated Principal Payment............................... 38
Certificate Owners.......................................... 45
Class A Principal Carryover Shortfall....................... 52
Class A Principal Distribution.............................. 52
Class Monthly Interest Distributable Amount................. 52
Code........................................................ 46
Combined Loan-to-Value Ratio................................ 22
Company..................................................... 14
Credit Limit................................................ 22
Credit Limit Utilization Rate............................... 22
Credit Line Agreements...................................... 21
Credit Scores............................................... 27, 33
Distributable Excess Spread................................. 51
DTC......................................................... 45
Eligible Investments........................................ 47
Euroclear................................................... 45
Excess Cashflow............................................. 37
Excess Spread............................................... 54
Index Rate.................................................. 21
Insurer..................................................... 14
Loan Agreements............................................. 21
Loan Rate................................................... 21
Margin...................................................... 21
Monthly Advance............................................. 49
Mortgage Notes.............................................. 21
Mortgagor................................................... 22
Overcollateralization Amount................................ 36
Policy...................................................... 44
Pool I Balance.............................................. 22
Pool I Closed End Balance................................... 22
Pool I HELOC Balance........................................ 22
Pool II Balance............................................. 28
Pool II Closed End Balance.................................. 28
Pool II HELOC Balance....................................... 28
Prepayment Assumptions...................................... 40, 42
Related Documents........................................... 45
Second Mortgage Ratio....................................... 22
Servicer.................................................... 14
Servicing Advance........................................... 49
SMMEA....................................................... 66
Depositor................................................... 20
Spread Holiday Termination Date............................. 39
</Table>
S-40
<Table>
<Caption>
PAGE
----
Substitution Adjustment..................................... 46
Underwriter................................................. 14
Underwriting Standards...................................... 17
Voting Rights............................................... 62
</Table>
S-41
ANNEX I:
INSURER'S AUDITED FINANCIAL STATEMENTS
[ATTACHED TO PROSPECTUS SUPPLEMENT IF NOT INCORPORATED BY REFERENCE]
A-I-1
ANNEX II:
CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES
Except in limited circumstances, the Class A Certificates will be available
only in book-entry form. Investors in the securities may hold the securities
through any of DTC, Clearstream or Euroclear. The Class A Certificates will be
tradable as home market instruments in both the European and U.S. domestic
markets. Initial settlement and all secondary trades will settle in same-day
funds.
Secondary market trading between investors through Clearstream and
Euroclear will be conducted in the ordinary way in accordance with the normal
rules and operating procedures of Clearstream and Euroclear and in accordance
with conventional eurobond practice, which is seven calendar day settlement.
Secondary market trading between investors through DTC will be conducted
according to DTC's rules and procedures applicable to U.S. corporate debt
obligations.
Secondary cross-market trading between Clearstream or Euroclear and DTC
participants holding securities will be effected on a delivery-against-payment
basis through the respective Depositaries of Clearstream and Euroclear and as
DTC participants.
Non-U.S. holders of global securities will be subject to U.S. withholding
taxes unless the holders meet a number of requirements and deliver appropriate
U.S. tax documents to the securities clearing organizations or their
participants.
INITIAL SETTLEMENT
All Class A Certificates will be held in book-entry form by DTC in the name
of Cede & Co. as nominee of DTC. Investors' interests in the securities will be
represented through financial institutions acting on their behalf as direct and
indirect participants in DTC. As a result, Clearstream and Euroclear will hold
positions on behalf of their participants through their relevant depository
which in turn will hold these positions in their accounts as DTC participants.
Investors electing to hold their securities through DTC will follow DTC
settlement practices. Investor securities custody accounts will be credited with
their holdings against payment in same-day funds on the settlement date.
Investors electing to hold their securities through Clearstream or
Euroclear accounts will follow the settlement procedures applicable to
conventional eurobonds, except that there will be no temporary security and no
lock-up or restricted period. Securities will be credited to the securities
custody accounts on the settlement date against payment in same-day funds.
SECONDARY MARKET TRADING
Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value
date.
TRADING BETWEEN DTC PARTICIPANTS
Secondary market trading between DTC participants will be settled using the
procedures applicable to asset-back securities issues in same-day funds.
TRADING BETWEEN CLEARSTREAM OR EUROCLEAR PARTICIPANTS
Secondary market trading between Clearstream participants or Euroclear
participants will be settled using the procedures applicable to conventional
eurobonds in same-day funds.
A-II-1
TRADING BETWEEN DTC, SELLER AND CLEARSTREAM OR EUROCLEAR PARTICIPANTS
When Class A Certificates are to be transferred from the account of a DTC
participant to the account of a Clearstream participant or a Euroclear
participant, the purchaser will send instructions to Clearstream or Euroclear
through a Clearstream participant or Euroclear participant at least one business
day prior to settlement. Clearstream or Euroclear will instruct the relevant
depository, as the case may be, to receive the securities against payment.
Payment will include interest accrued on the Class A Certificates from and
including the last coupon distribution date to and excluding the settlement
date, on the basis of the actual number of days in the accrual period and a year
assumed to consist of 360 days. For transactions settling on the 31st of the
month, payment will include interest accrued to and excluding the first day of
the following month. Payment will then be made by the relevant depository to the
DTC participant's account against delivery of the Class A Certificates. After
settlement has been completed, the Class A Certificates will be credited to the
respective clearing system and by the clearing system, in accordance with its
usual procedures, to the Clearstream participant's or Euroclear participant's
account. The securities credit will appear the next day, European time and the
cash debt will be back-valued to, and the interest on the global securities will
accrue from, the value date, which would be the preceding day when settlement
occurred in New York. If settlement is not completed on the intended value date
and the trade fails, the Clearstream or Euroclear cash debt will be valued
instead as of the actual settlement date.
Clearstream participants and Euroclear participants will need to make
available to the respective clearing systems the funds necessary to process
same-day funds settlement. The most direct means of doing so is to preposition
funds for settlement, either from cash on hand or existing lines of credit, as
they would for any settlement occurring within Clearstream or Euroclear. Under
this approach, they may take on credit exposure to Clearstream or Euroclear
until the securities are credited to their account one day later.
As an alternative, if Clearstream or Euroclear has extended a line of
credit to them, Clearstream participants or Euroclear participants can elect not
to preposition funds and allow that credit line to be drawn upon to finance
settlement. Under this procedure, Clearstream participants or Euroclear
participants purchasing Class A Certificates wold incur overdraft charges for
one day, assuming they cleared the overdraft when the securities were credited
to their accounts. However, interest on the Class A Certificates would accrue
from the value date. Therefore, in many cases the investment income on the
global securities earned during that one-day period may substantially reduce or
offset the amount of the overdraft charges, although the result will depend on
each Clearstream participant's or Euroclear participant's particular cost of
funds.
Since the settlement is taking place during New York business hours, DTC
participants can employ their usual procedures for crediting global securities
to the respective European depository for the benefit of Clearstream
participants or Euroclear participants. The sale proceeds will be available to
the DTC seller on the settlement date. Thus, to the DTC participants a
cross-market transaction will settle no differently than a trade between two DTC
participants.
TRADING BETWEEN CLEARSTREAM OR EUROCLEAR SELLER AND DTC PURCHASER
Due to time zone differences in their favor, Clearstream participants and
Euroclear participants may employ their customary procedures for transactions in
which securities are to be transferred by the respective clearing system,
through the respective depository, to a DTC participant. The seller will send
instructions to Clearstream or Euroclear through a Clearstream participant or
Euroclear participant at least one business day prior to settlement. In these
cases Clearstream or Euroclear will instruct the respective depository, as
appropriate, to credit the Class A Certificates to the DTC participant's account
against payment. Payment will include interest accrued on the securities from
and including the last interest payment to and excluding the settlement date on
the basis of the actual number of days in the accrual period and a year assumed
to consist of 360 days. For transactions settling on the 31st of the month,
payment will include interest accrued to and excluding the first day of the
following month. The payment will then be reflected in the account of
Clearstream participant or Euroclear participant the following day, and receipt
of the cash proceeds in the Clearstream participant's or Euroclear participant's
account would be back-valued to the value date, which would be the preceding
day, when settlement occurred in New York. In the event that the Clearstream
A-II-2
participant or Euroclear participant has a line of credit with its respective
clearing system and elects to be in debt in anticipation of receipt of the sale
proceeds in its account, the back-valuation will extinguish any overdraft
incurred over that one-day period. If settlement is not completed on the
intended value date and the trade fails, receipt of the cash proceeds in the
Clearstream participant's or Euroclear participant's account would instead be
valued as of the actual settlement date.
Finally, day traders that use Clearstream or Euroclear and that purchase
global securities from DTC participants for delivery to Clearstream participants
or Euroclear participants may wish to note that these trades would automatically
fail on the sale side unless affirmative action is taken. At least three
techniques should be readily available to eliminate this potential problem:
- borrowing through Clearstream or Euroclear for one day, until the
purchase side of the trade is reflected in their Clearstream or Euroclear
accounts in accordance with the clearing system's customary procedures;
- borrowing the Class A Certificates in the U.S. from a DTC participant no
later than one day prior to settlement, which would give the Class A
Certificates sufficient time to be reflected in their Clearstream or
Euroclear account in order to settle the sale side of the trade; or
- staggering the value dates for the buy and sell sides of the trade so
that the value date for the purchase from the DTC participant is at least
one day prior to the value date for the sale to the Clearstream
participant or Euroclear participant.
CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS
A beneficial owner of Class A Certificates holding securities through
Clearstream or Euroclear, or through DTC if the holder has an address outside
the U.S., will be subject to the 30% U.S. withholding tax that generally applies
to payments of interest, including original issue discount, on registered debt
issued by U.S. persons, unless:
(1) each clearing system, bank or other financial institution that
holds customers' securities in the ordinary course of its trade or business
in the chain of intermediaries between the beneficial owner and the U.S.
entity required to withhold tax complies with applicable certification
requirements and
(2) the beneficial owner takes one of the steps described below to
obtain an exemption or reduced tax rate.
This summary does not deal with all aspects of U.S. federal income tax
withholding that may be relevant to foreign holders of the securities as well as
the application of the withholding regulations. Prospective investors are urged
to consult their own tax advisors for specific advice regarding their holding
and disposing of the Class A Certificates.
EXEMPTION FOR NON-U.S. PERSONS
Beneficial owners of global securities that are non-U.S. persons, as
defined below, generally can obtain a complete exemption from the withholding
tax by filing a signed Form W-8BEN, Certificate of Foreign Status of Beneficial
Owner for United States Tax Withholding.
EXEMPTION FOR NON-U.S. PERSONS WITH EFFECTIVELY CONNECTED INCOME
A non-U.S. person, as defined below, including a non-U.S. corporation or
bank with a U.S. branch, for which the interest income is effectively connected
with its conduct of a trade or business in the United States, can obtain an
exemption from the withholding tax by filing Form W-8ECI, Certificate of Foreign
Person's Claim for Exemption From Withholding on Income Effectively Connected
With the Conduct of a Trade or Business in the United States.
A-II-3
EXEMPTION OR REDUCED RATE FOR NON-U.S. PERSONS RESIDENT IN TREATY COUNTRIES
Non-U.S. persons residing in a country that has a tax treaty with the
United States can obtain an exemption or reduced tax rate, depending on the
treaty terms, by filing Form W-8BEN, Certificate of Foreign Status of Beneficial
Owner for United States Tax Withholding. Form W-8BEN may be filed by the
security holders or their authorized agents.
EXEMPTION FOR U.S. PERSONS -- FORM W-9
U.S. persons can obtain a complete exemption from the withholding tax by
filing Form W-9, Payer's Request for Taxpayer Identification Number and
Certification.
U.S. FEDERAL INCOME TAX REPORTING PROCEDURE
Under the existing rules, the beneficial owner of a global security or his
agent files the appropriate form by submitting it to the person through whom it
holds, the clearing agency, in the case of persons holding directly on the books
of the clearing agency. A form W-8BEN on which the beneficial owner of a global
security provides a U.S. taxpayer identification number generally remains in
effect until a change in circumstances causes any of the information on the form
to be incorrect. If the information shown on Form W-8BEN changes, a new Form
W-8BEN must be filed within 30 days of the change. Form W-8BEN on which a U.S.
taxpayer identification is not provided and a Form W-8ECI generally remain in
effect for the calendar years, absent a change in circumstances causing any
information on the form to be incorrect.
A U.S. PERSON is:
(1) a citizen or resident of the United States;
(2) a corporation, partnership or other entity organized in or under
the laws of the United States or any political subdivision thereof;
(3) an estate that is subject to U.S. federal income tax regardless of
the source of its income; or
(4) a trust if a court within the United States can exercise primary
supervision over its administration and at least one United States
fiduciary has the authority to control all substantial decisions of the
trust.
A NON-U.S. PERSON is any person who is not a U.S. person.
A-II-4
------------------------------------------------------
------------------------------------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE DEPOSITOR OR THE UNDERWRITER. THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY
SECURITIES OTHER THAN THOSE TO WHICH THEY RELATE OR AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN
OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THEIR RESPECTIVE DATES.
---------------------
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
Prospectus Supplement
Summary............................................ S-4
Risk Factors....................................... S-8
The Insurer........................................ S-9
The Depositor...................................... S-9
Description of the Mortgage Loans.................. S-9
Servicing of the Mortgage Loans.................... S-17
Description of the Certificates.................... S-19
Use of Proceeds.................................... S-34
Certain Federal Income Tax Consequences............ S-34
Prepayment and Yield Considerations................ S-34
State Taxes........................................ S-37
ERISA Considerations............................... S-37
Legal Investment Considerations.................... S-38
Underwriting....................................... S-38
Experts............................................ S-38
Legal Matters...................................... S-38
Ratings............................................ S-38
Index of Defined Terms............................. S-40
Annex I: Insurer's Audited Financial Statements.... A-I-1
Annex II: Clearance, Settlement and Tax
Documentation Procedures.......................... A-II-1
Prospectus
Summary............................................ 4
Risk Factors....................................... 8
The Depositor...................................... 13
The Trust.......................................... 13
Use of Proceeds.................................... 27
Loan Program....................................... 27
Description of the Securities...................... 31
Credit Enhancement................................. 46
Yield and Prepayment Considerations................ 52
The Agreements..................................... 54
Certain Legal Aspects of the Loans................. 71
Federal Income Tax Consequences.................... 82
State Tax Considerations........................... 101
ERISA Considerations............................... 102
Legal Investment................................... 108
Method of Distribution............................. 110
Legal Matters...................................... 111
Financial Information.............................. 111
Available Information.............................. 111
Incorporation of Certain Documents by Reference.... 112
Rating............................................. 112
Index of Defined Terms............................. 114
</Table>
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
SEQUOIA MORTGAGE
TRUST 200
$ CLASS A-1 VARIABLE RATE
ASSET-BACKED CERTIFICATES
$ CLASS A-2 VARIABLE RATE
ASSET-BACKED CERTIFICATES
MORTGAGE LOAN
ASSET-BACKED CERTIFICATES
SERIES 200
[LOGO] [DEPOSITOR]
-------------------------------------------
PROSPECTUS SUPPLEMENT
-------------------------------------------
[UNDERWRITER]
[UNDERWRITER'S LOGO]
$
------------------------------------------------------
------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate of the amount of fees and expenses (other
than underwriting discounts and commissions) to be incurred in connection with
the issuance and distribution of the Offered Securities.
<Table>
SEC Filing Fee.............................................. $ 145,236
Trustee's Fees and Expenses*................................ 75,000
Legal Fees and Expenses*.................................... 325,000
Accounting Fees and Expenses*............................... 108,000
Printing and Engraving Expenses*............................ 175,000
Blue Sky Qualification and Legal Investment Fees and
Expenses*................................................. 8,000
Rating Agency Fees*......................................... 625,000
Miscellaneous*.............................................. 4,500
----------
TOTAL............................................. $1,465,736
==========
</Table>
- ---------------
* Estimated in accordance with Item 511 of Regulation S-K.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
INDEMNIFICATION. Under the laws which govern the organization of the
registrant, each co-registrant has the power and in some instances may be
required to provide an agent, including an officer or director, who was or is a
party or is threatened to be made a party to certain proceedings, with
indemnification against certain expenses, judgments, fines, settlements and
other amounts under certain circumstances. Each co-registrant's Amended and
Restated Certificate of Incorporation and By-Laws provide for indemnification of
directors and officers of the co-registrant to the fullest extent permitted by
the laws which govern its organization.
The form of the Underwriting Agreement, filed as Exhibit 1.1 to this
Registration Statement, provides that the co-registrant will indemnify and
reimburse the underwriter(s) and each controlling person of the underwriter(s)
with respect to certain expenses and liabilities, including liabilities under
the 1933 Act or other federal or state regulations or under the common law,
which arise out of or are based on certain material misstatements or omissions
in the Registration Statement. In addition, the Underwriting Agreement provides
that the underwriter(s) will similarly indemnify and reimburse the co-registrant
with respect to certain material misstatements or omissions in the Registration
Statement which are based on certain written information furnished by the
underwriter(s) for use in connection with the preparation of the Registration
Statement.
INSURANCE. As permitted under the laws which govern the organization of
each co-registrant, each co-registrant's Certificate of Incorporation permits
the board of directors to purchase and maintain insurance on behalf of the
co-registrant's agents, including its officers and directors, against any
liability asserted against them in such co-capacity or arising out of such
agents' status as such, whether or not such co-registrant would have the power
to indemnify them against such liability under applicable law.
II-1
ITEM 16. EXHIBITS.
<Table>
1.1 -- Form of Underwriting Agreement.*
3.1a -- Restated Certificate of Incorporation of Sequoia Mortgage
Funding Corporation.**
3.1b -- Restated Certificate of Incorporation of Sequoia Residential
Funding, Inc.**
4.1.1 -- Form of Indenture (Debt Bond form) in substantially the form
to be entered into between the Issuer and the Bond Trustee.*
4.1.2 -- Form of Indenture (REMIC Bond form) in substantially the
form to be entered into between the Issuer and the Bond
Trustee.*
4.1.3 -- Form of Indenture (for Rapid Amortization Event) in
substantially the form to be entered into between the Issuer
and the Bond Trustee.
4.2 -- Form of Deposit Trust Agreement.*
4.3 -- Form of Master Servicing Agreement.*
4.4 -- Form of Pooling and Servicing Agreement.**
4.5 -- Sale and Servicing Agreement.
5.1 -- Opinion of Tobin & Tobin with respect to validity.
8.1 -- Opinion of Chapman and Cutler LLP with respect to tax
matters.
23.1 -- Consent of Tobin & Tobin (included in Exhibit 5.1).
23.2 -- Consent of Chapman and Cutler LLP (included in Exhibit 8.1).
24.1 -- Powers of Attorney (included on pages II-4 and II-5).
25.1 -- Statement of Eligibility and Qualification of Trustee under
the Trust Indenture Act of 1939 (to be filed pursuant to
Section 305(b)(2) of the Trust Indenture Act of 1939).
</Table>
- ---------------
* Incorporated by reference to the correspondingly numbered exhibit to the
Registration Statement on Form S-3 (333-22681) filed by Co-registrant Sequoia
Mortgage Funding Corporation.
** Incorporated by reference to the correspondingly numbered exhibit to the
Registration Statement on Form S-3 (333-90772) filed by the Co-registrants.
ITEM 17. UNDERTAKINGS.
A. Undertaking in respect of indemnification
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of each
co-registrant pursuant to the provisions described above in Item 15, or
otherwise, each co-registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
co-registrant will, unless in the opinion of their counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by them is
against public policy as expressed in the 1933 Act and will be governed by
the final adjudication of such issue.
B. Undertaking pursuant to Rule 415.
Each co-registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
II-2
(ii) to reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate the changes in volume and price represent on more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change of such information in the
Registration Statement; provided, however, that paragraphs (i) and
(ii) do not apply if the information required to be included in the
post-effective amendment is contained in periodic reports filed by
the Issuer pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
C. Undertaking pursuant to Rule 430A.
Each co-registrant hereby undertakes:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed
as part of a registration statement in Reliance upon Rule 430A and
contained in the form of prospectus filed by the Registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
D. Undertaking regarding documents incorporated by reference.
Each co-registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
co-registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
E. Undertaking regarding trust indenture qualification.
Each co-registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under
subsection (a) of section 310 of the Trust Indenture Act ("Act") in
accordance with the rules and regulations prescribed by the Commission
under section 305(b)(2) of the Act.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each
co-registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Mill Valley, State of California on the 6th day
of May, 2004.
<Table>
SEQUOIA MORTGAGE FUNDING CORPORATION SEQUOIA RESIDENTIAL FUNDING, INC.
By /s/ DOUGLAS B. HANSEN By /s/ DOUGLAS B. HANSEN
------------------------------------------ ------------------------------------------
Douglas B. Hansen Douglas B. Hansen
President President
</Table>
Each co-registrant reasonably believes that the security ratings to be
assigned to the securities registered hereunder will make the securities
"investment grade securities" pursuant to Transaction Requirement B.2 of Form
S-3, prior to the sale of such securities.
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Directors and Officers
of Sequoia Residential Funding, Inc., a Delaware corporation, hereby constitute
and appoint, George E. Bull III, Douglas B. Hansen and Harold F. Zagunis, each
with full power of substitution and resubstitution, their true and lawful
attorneys and agents to sign the names of the undersigned Directors and Officers
in the capacities indicated below to the registration statement to which this
Power of Attorney is attached as an exhibit, and all amendments (including
post-effective amendments) and supplements thereto, and all instruments or
documents filed as a part thereof or in connection therewith, and to file the
supplements thereto, and all instruments or documents filed as a part thereof or
in connection therewith, and to file the same, with all exhibits thereto, and
all other instruments or documents in connection therewith, with the Securities
and Exchange Commission; and each of the undersigned hereby ratifies and
confirms all that said attorneys, agents or any of them shall do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ GEORGE E. BULL III Chairman of the Board of Directors May 6, 2004
------------------------------------------------ (Principal Executive Officer)
George E. Bull III
/s/ DOUGLAS B. HANSEN President and Director May 6, 2004
------------------------------------------------ (Principal Financial Officer)
Douglas B. Hansen
/s/ HAROLD F. ZAGUNIS Treasurer, Secretary and Director May 6, 2004
------------------------------------------------ (Principal Accounting Officer)
Harold F. Zagunis
/s/ JOSEPH DAHER Director May 6, 2004
------------------------------------------------
Joseph Daher
/s/ HENRY PILGER Director May 6, 2004
------------------------------------------------
Henry Pilger
</Table>
II-4
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Directors and Officers
of Sequoia Mortgage Funding Corporation, a Delaware corporation, hereby
constitute and appoint George E. Bull III, Douglas B. Hansen and Harold F.
Zagunis, each with full power of substitution and resubstitution, their true and
lawful attorneys and agents to sign the names of the undersigned Directors and
Officers in the capacities indicated below to the registration statement to
which this Power of Attorney is attached as an exhibit, and all amendments
(including post-effective amendments) and supplements thereto, and all
instruments or documents filed as a part thereof or in connection therewith, and
to file the supplements thereto, and all instruments or documents filed as a
part thereof or in connection therewith, and to file the same, with all exhibits
thereto, and all other instruments or documents in connection therewith, with
the Securities and Exchange Commission; and each of the undersigned hereby
ratifies and confirms all that said attorneys, agents or any of them shall do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ GEORGE E. BULL III Chairman of the Board of Directors May 6, 2004
------------------------------------------------ (Principal Executive Officer)
George E. Bull III
/s/ DOUGLAS B. HANSEN President and Director May 6, 2004
------------------------------------------------ (Principal Financial Officer)
Douglas B. Hansen
/s/ HAROLD F. ZAGUNIS Treasurer, Secretary and Director May 6, 2004
------------------------------------------------ (Principal Accounting Officer)
Harold F. Zagunis
/s/ JOHN CONNOLLY Director May 6, 2004
------------------------------------------------
John Connolly IV
/s/ CRAIG A. SEVERANCE Director May 6, 2004
------------------------------------------------
Craig A. Severance
</Table>
II-5
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
- -------
1.1 -- Form of Underwriting Agreement.*
3.1a -- Restated Certificate of Incorporation of Sequoia Mortgage
Funding Corporation.**
3.1b -- Restated Certificate of Incorporation of Sequoia Residential
Funding, Inc.**
4.1.1 -- Form of Indenture (Debt Bond form) in substantially the form
to be entered into between the Issuer and the Bond Trustee.*
4.1.2 -- Form of Indenture (REMIC Bond form) in substantially the
form to be entered into between the Issuer and the Bond
Trustee.*
4.1.3 -- Form of Indenture (for Rapid Amortization Event) in
substantially the form to be entered into between the Issuer
and the Bond Trustee.
4.2 -- Form of Deposit Trust Agreement.*
4.3 -- Form of Master Servicing Agreement.*
4.4 -- Form of Pooling and Servicing Agreement.**
4.5 -- Sale and Servicing Agreement.
5.1 -- Opinion of Tobin & Tobin with respect to validity.
8.1 -- Opinion of Chapman and Cutler LLP with respect to tax
matters.
23.1 -- Consent of Tobin & Tobin (included in Exhibit 5.1).
23.2 -- Consent of Chapman and Cutler LLP (included in Exhibit 8.1).
24.1 -- Powers of Attorney (included on pages II-4 and II-5).
25.1 -- Statement of Eligibility and Qualification of Trustee under
the Trust Indenture Act of 1939 (to be filed pursuant to
Section 305(b)(2) of the Trust Indenture Act of 1939).
</Table>
- ---------------
* Incorporated by reference to the correspondingly numbered exhibit to the
Registration Statement on Form S-3 (333-22681) filed by Co-registrant Sequoia
Mortgage Funding Corporation.
** Incorporated by reference to the correspondingly numbered exhibit to the
Registration Statement on Form S-3 (333-90772) filed by the Co-registrants.