SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 30, 1998
Saxon Asset Securities Corporation
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(Exact name of registrant as specified in charter)
Virginia 34-0-20552 52-1785164
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
4880 Cox Road, Glen Allen, Virginia 23060
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (804) 967-7400
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(Former name or former address, if changed since last report.)
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<TABLE>
Item 1. Changes in Control of Registrant. Not Applicable.
Item 2. Acquisition or Disposition of Assets. Not Applicable.
Item 3. Bankruptcy or Receivership. Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant. Not Applicable.
Item 5. Other Events.
On September 30, 1998, the Registrant caused the issuance and sale of
Mortgage Loan Asset Backed Certificates, Series 1998-3, pursuant to a Trust
Agreement dated as of September 1, 1998 (the "Trust Agreement"), among the
Registrant, Saxon Mortgage, Inc., as Master Servicer, and Chase Bank of Texas,
National Association, as Trustee, and the related Standard Terms to Trust
Agreement (July 1998 Edition).
Certificates were issued with original principal amounts and
pass-through rates set forth below:
<CAPTION>
Designation Pass-Through Rate Principal Balance
<S> <C>
Class AF-1 Certificates 6.37% $74,000,000
Class AF-2 Certificates 5.75% $53,000,000
Class AF-3 Certificates 6.12% $22,000,000
Class AF-4 Certificates 6.12% $34,000,000
Class AF-5 Certificates 6.71%(1) $12,920,000
Class AF-6 Certificates 6.01% $25,950,000
Class MF-1 Certificates 6.27% $12,975,000
Class MF-2 Certificates 6.77%(1) $9,731,000
Class BF-1 Certificates 8.30%(1) $9,083,000
Class BF-2 Certificates 8.50%(1) $3,244,000
Class BF-3 Certificates 8.50%(1) $2,695,000
Class AV-1 Certificates (2) $189,728,000
Class MV-1 Certificates (2) $17,677,000
Class MV-2 Certificates (2) $13,553,000
Class BV-1 Certificates (2) $7,662,000
Class BV-2 Certificates (2) $4,714,000
Class BV-3 Certificates (2) $2,357,000
Class C Certificates (2) (4)
Class R Certificates (5) (4)
</TABLE>
(1) Subject to a cap equal to the Net Rate on the Fixed Rate Mortgage Loans
for the applicable Accrual Period.
(3) Subject to a cap equal to the Available Funds on the Variable Rate
Mortgage Loans for the applicable Accrual Period.
(2) Variable.
(4) The Class C and Class R Certificates do not have principal balances.
(5) The Class R Certificates do not have an interest rate.
The 12,321,000 Certificates ( the " Private Certificates") were sold in
private transactions.
The Certificates represent undivided ownership interest in pools of
mortgage loans (the "Mortgage Loans") held by a trust (the "Trust") created
pursuant to the Trust Agreement . The Mortgage Loans were acquired by the
Registrant from Saxon Mortgage, Inc. ("SMI"), an affiliate of the Registrant
which originated or acquired the Mortgage Loans from various mortgage banking
institutions. The Mortgage Loans are secured by liens on single family
residential properties, including investment properties (which may be
condominiums, one family residences, two to four family residences or homes in
planned unit developments). The Mortgage Loans will be serviced by Meritech
Mortgage Services, Inc., an affiliate of the Registrant.
The Certificates (other than the Private Certificates) were purchased
by Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, J.P. Morgan Securities Inc. and Prudential Securities Incorporated
(the "Underwriters"), from the Seller pursuant to an Underwriting Agreement
dated September 25, 1998, and offered pursuant to Registration Statement No.
333-59479 by the Underwriters from time to time in negotiated transactions or
otherwise, at varying prices to be determined at the time of sale.
Elections will be made to treat certain assets of the Trust as a real
estate mortgage investment conduits ("REMICs") for federal income tax purposes.
Each Class of Certificates listed above will constitute "regular interests" in
the Issuing REMIC.
The description of the Mortgage Loans pledged to the Trustee pursuant
to the Agreement begins on the following page. The amounts contained in the
following tables have been rounded to the nearest dollar amount and percentage,
as applicable. Asterisks (*) in the following tables indicate values between
0.0% and 0.5%
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Item 6. Registrations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements, Pro Forma, Financial Information and Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits
4.1 Trust Agreement dated September 1, 1998, among Saxon
Asset Securities Company, Saxon Mortgage, Inc., as
Master Servicer, and Chase Bank of Texas, National
Association, as Trustee, and Standard Terms to the
Trust Agreement (July 1998 Edition).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SAXON ASSET SECURITIES COMPANY
By: /s/ Bradley D. Adams
-----------------------------
Bradley D. Adams, Vice President
September 30, 1998
SAXON ASSET SECURITIES TRUST 1998-3
MORTGAGE LOAN ASSET BACKED CERTIFICATES
SERIES 1998-3
TRUST AGREEMENT
dated as of September 1, 1998,
among
SAXON ASSET SECURITIES COMPANY,
as Depositor
SAXON MORTGAGE, INC.,
as Master Servicer
and
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
as Trustee
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<TABLE>
TABLE OF CONTENTS
<S> <C>
Page
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ARTICLE I DEFINITIONS.............................................................................................1
Section 1.01. Standard Terms; Section References..............................................................1
Section 1.02. Defined Terms...................................................................................3
ARTICLE II FORMATION OF TRUST; CONVEYANCE OF MORTGAGE LOANS......................................................20
Section 2.01. Conveyance of Mortgage Loans...................................................................20
ARTICLE III REMITTING TO CERTIFICATEHOLDERS......................................................................21
Section 3.01. Subaccount Distributions.......................................................................21
Section 3.02. Certificate Distributions......................................................................22
Section 3.04. Reports by Master Servicer.....................................................................27
Section 4.01. The Certificates...............................................................................29
Section 4.02. Denominations..................................................................................30
Section 4.03. Interest Fund..................................................................................30
Section 4.04. Principal Fund.................................................................................30
ARTICLE V MISCELLANEOUS PROVISIONS...............................................................................30
Section 5.01. Request for Opinions...........................................................................30
Section 5.02. Form of Certificates; Schedules and Exhibits; Governing Law....................................30
Section 5.03. REMIC Administration...........................................................................31
Section 5.04. Optional Termination...........................................................................32
Section 5.05. Master Servicer; Certificate Registrar and Paying Agent........................................32
Schedule I: The Mortgage Loans: A. Group I Mortgage Loans
B. Group II Mortgage Loans
Schedule II: Sales Agreement and Servicing Agreements
Schedule III: Mortgage Loans for which first payment to the Trust will be after September 1, 1998
Exhibit AF: 1: Form of Class AF-1 Certificate
2: Form of Class AF-2 Certificate
3: Form of Class AF-3 Certificate
4: Form of Class AF-4 Certificate
5: Form of Class AF-5 Certificate
6: Form of Class AF-6 Certificate
Exhibit MF: 1: Form of Class MF-1 Certificate
2: Form of Class MF-2 Certificate
Exhibit BF: 1: Form of Class BF-1 Certificate
2: Form of Class BF-2 Certificate
3: Form of Class BF-3 Certificate
Exhibit AV 1: Form of Class AV-1 Certificate
Exhibit MV: 1: Form of Class MV-1 Certificate
2: Form of Class MV-2 Certificate
Exhibit BV: 1: Form of Class BV-1 Certificate
2: Form of Class BV-2 Certificate
3: Form of Class BV-3 Certificate
Exhibit C: Form of Class C Certificate
Exhibit R: Form of Class R Certificate
<PAGE>
TRUST AGREEMENT
THIS TRUST AGREEMENT dated as of September 1, 1998 (this "Agreement"),
among SAXON ASSET SECURITIES COMPANY, a Virginia corporation (the "Depositor"),
SAXON MORTGAGE, INC., a Virginia corporation, as Master Servicer (the "Master
Servicer"), and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, a national banking
association, as Trustee, under this Agreement and the Standard Terms to Trust
Agreement (January 1997 Edition) (the "Standard Terms"), all the provisions of
which, unless otherwise specified herein, are incorporated herein and shall be a
part of this Agreement as if set forth herein in full (this Agreement with the
Standard Terms so incorporated, the "Trust Agreement").
PRELIMINARY STATEMENT
The Board of Directors of the Depositor has duly authorized the
formation of a trust (the "Trust") to issue a series of asset backed
certificates with an aggregate initial Certificate Principal Balance of
$495,189,000 to be known as the Saxon Asset Securities Trust 1998-3, Mortgage
Loan Asset Backed Certificates, Series 1998-3 (the "Certificates"). The
Certificates in the aggregate evidence the entire beneficial ownership in the
Trust. The Certificates consist of the following: the Class AF-1, Class AF-2,
Class AF-3, Class AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class
BF-1, Class BF-2, Class BF-3, Class AV-1, Class MV-1, Class MV-2, Class BV-1,
Class BV-2, Class BV-3, Class C and Class R Certificates.
In accordance with Section 10.01 of the Standard Terms, the Trustee will
make elections to treat certain assets of the Trust as real estate mortgage
investment conduits for federal income tax purposes.
NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations and warranties hereinafter set forth, the Depositor, the Master
Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
. Section 1.01. Standard Terms; Section References
(a) The Standard Terms prescribe the duties, responsibilities and
obligations of the Depositor, the Master Servicer and the Trustee with respect
to the Certificates. The Depositor, the Master Servicer, and the Trustee agree
to observe and perform such duties, responsibilities and obligations to the
extent they are not inconsistent with the provisions of this Agreement and
acknowledge that, except to the extent inconsistent with the provisions of this
Agreement, the Standard Terms as of the Closing Date, as modified by Sections
1.01, 1.02 and 5.07 hereof, are and shall be a part of this Agreement to the
same extent as if set forth herein in full.
(b) Unless otherwise specified herein, all references in this Agreement
to sections shall mean sections contained in this Agreement.
(c) The definition of "Qualified Substitute Mortgage Loan" is amended to
read as follows:
"Qualified Substitute Mortgage Loan": A mortgage loan substituted
by Saxon or a Seller for a Deleted Mortgage Loan that, on the date of
such substitution: (i) has an Unpaid Principal Balance not greater than
the Unpaid Principal Balance of the Deleted Mortgage Loan, (ii) has a
Mortgage Interest Rate not less than (and not more than one percentage
point in excess of) the Mortgage Interest Rate of the Deleted Mortgage
Loan, (iii) has a Net Rate not less than the Net Rate of the Deleted
Mortgage Loan, (iv) has a remaining term to maturity not later than one
year prior to the "latest possible maturity date" specified in the
Trust Agreement, (v) has a Loan-to-Value Ratio as of the first day of
the month in which the substitution occurs equal to or less than the
Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date (in
each case, using the fair market value at origination and after taking
into account the Monthly Payment due on such date), and (vi) complies
with each applicable representation, warranty, and covenant pertaining
to an individual Mortgage Loan set forth in the Trust Agreement, was
underwritten on the basis of credit underwriting standards at least as
strict as the credit underwriting standards used with respect to the
Deleted Mortgage Loan and, if a Seller is effecting the substitution,
complies with each applicable representation, warranty, or covenant
pertaining to an individual Mortgage Loan set forth in the related
Sales Agreement or Subsequent Sales Agreement; provided, however, that
no ARM Loan may be substituted for a Deleted Mortgage Loan unless such
Deleted Mortgage Loan is also an ARM Loan and, in addition to meeting
the conditions set forth above, the ARM Loan to be substituted, on the
date of the substitution: (a) provides for a lowest possible Net Rate
that is not lower than the lowest possible Net Rate for the Deleted
Mortgage Loan and a highest possible Net Rate that is not lower than
the highest possible Net Rate for the Deleted Mortgage Loan, (b) has a
Gross Margin that is not less than the Gross Margin of the Deleted
Mortgage Loan, (c) has a Periodic Rate Cap not less than the Periodic
Rate Cap on the Deleted Mortgage Loan, (d) has a next interest
adjustment date that is the same as the next interest adjustment date
for the Deleted Mortgage Loan or occurs not more than two months prior
to or two months later than the next interest adjustment date for the
Deleted Mortgage Loan, (e) does not have a permitted increase or
decrease in the Monthly Payment less than the permitted increase or
decrease applicable to the Deleted Mortgage Loan and (f) is not
convertible to a fixed Mortgage Interest Rate unless the Deleted
Mortgage Loan is so convertible. If more than one mortgage loan is
substituted for one or more Deleted Mortgage Loans, the amount
described in clause (i) of the preceding sentence shall be determined
on the basis of aggregate Unpaid Principal Balances, the rates
described in clauses (ii) and (iii) of the preceding sentence and
clause (a) of the proviso to the preceding sentence shall be determined
on the basis of weighted average Mortgage Interest Rates and Net Rates,
as the case may be, the Gross Margins described in clause (b) of the
proviso to the preceding sentence shall be determined on the basis of
weighted average Gross Margins, and the interest adjustment dates
described in clause (d) of the proviso to the preceding sentence shall
be determined on the basis of weighted average interest adjustment
dates. In the case of a Trust for which a REMIC election has been or
will be made, a Qualified Substitute Mortgage Loan also shall satisfy
the following criteria as of the date of its substitution for a Deleted
Mortgage Loan: (A) the Borrower shall not be 59 or more days delinquent
in payment on the Qualified Substitute Mortgage Loan, (B) the Trustee
Mortgage Loan File for such Mortgage Loan shall not contain any
material deficiencies in documentation and shall include an executed
Mortgage Note and a recorded Security Instrument; (C) the Loan to Value
Ratio of such Mortgage Loan must be 125% or less on the date of
origination of such Mortgage Loan or, if any of the terms of such
Mortgage Loan were modified other than in connection with a default or
imminent default on such Mortgage Loan, on the date of such
modification; (D) no property securing such Mortgage Loan may be
subject to foreclosure, bankruptcy, or insolvency proceedings; (E) such
Mortgage Loan must be secured by a valid lien on the related Mortgaged
Premises; and (F) shall otherwise constitute an eligible asset for a
REMIC under the REMIC Provisions.
(d) Paragraph (e) of the definition of "Trustee Mortgage Loan File" in
the Standard Terms is amended to read as follows:
"(e) in the case of a Mortgage Loan that is not identified in the
Mortgage Loan Schedule as a Junior Mortgage Loan of the type described
below, an original Title Insurance Policy, Certificate of Title
Insurance or a written commitment to issue a Title Insurance Policy or
Certificate of Title Insurance or a copy of a Title Insurance Policy or
Certificate of Title Insurance certified as true and correct by the
applicable Insurer and, in the case of a Mortgage Loan identified as a
Junior Mortgage Loan with a principal balance of $50,000 or less, a
representation of the Seller in the Sales Agreement that (i) the
related senior mortgage loan is held by an institutional lender such as
a bank, other financial institution or mortgage company and (ii) the
Seller has determined based on a review of a property profile or title
report acceptable to such Seller that the Borrower has valid title to
the Mortgaged Premises;"
(e) Upon the occurrence of a Group I or Group II Trigger Event, the
Trustee shall advise the Certificateholders of that fact and, if requested to do
so by the holders of Certificates representing a majority of the Voting Rights,
the Trustee shall terminate Meritech as the Servicer.
. Section 1.02. Defined Terms
Capitalized terms used but not defined in this Agreement shall have the
respective meanings assigned to them in Section 1.01 of the Standard Terms. In
addition, the following provisions shall govern the defined terms set forth
below for the Trust Agreement. If a term defined in the Standard Terms is also
defined herein, the definition herein shall control.
"Accrual Period": With respect to the Group I Certificates and any
Distribution Date, the calendar month immediately preceding such Distribution
Date; a "calendar month" shall be deemed to be 30 days. With respect to the
Group II Certificates and any Distribution Date, the period commencing on the
immediately preceding Distribution Date (or in the case of the first
Distribution Date, the Closing Date) and ending on the day immediately preceding
the current Distribution Date. All calculations of interest on the Group I
Certificates will be made on the basis of a 360-day year assumed to consist of
twelve 30-day months and all calculations of interest on the Group II
Certificates will be made on the basis of the actual number of days elapsed in
the related Accrual Period and in a year of 360 days.
"Book-Entry Certificates": The Class AF-1, Class AF-2, Class AF-3, Class
AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class BF-1, Class AV-1,
Class MV-1, Class MV-2, Class BV-1 Class BF-2, Class BF-3, Class BV-2 and Class
BV-3 Certificates, except to the extent provided in Section 5.03 of the Standard
Terms.
"Certificate": Any of the Class AF-1, Class AF-2, Class AF-3, Class
AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class BF-1, Class BF-2,
Class BF-3, Class AV-1, Class MV-1, Class MV-2, Class BV-1, Class BV-2, Class
BV-3, Class C and Class R Certificates.
"Certificate Registrar": Chase Bank of Texas, National Association, a
national banking association, and its successors and assigns in such capacity.
"Class": Any of Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class
AF-5, Class AF-6, Class MF-1, Class MF-2, Class BF-1, Class BF-2, Class BF-3,
Class AV-1, Class MV-1, Class MV-2, Class BV-1, Class BV-2, Class BV-3, Class C
and Class R.
"Certificate Definitions":
"Group I Certificates":
"Class AF-1 Certificate": Any "Class AF-2 Certificate": Any "Class AF-3 Certificate": Any
Certificate designated as a "Class Certificate designated as a "Class Certificate designated as a "Class
AF-1 Certificate" on the face thereof, AF-2 Certificate" on the face AF-3 Certificate" on the face
in the form of Exhibit AF-1 hereto, thereof, in the form of Exhibit AF-2 thereof, in the form of Exhibit AF-3
representing the right to hereto, representing the right to hereto, representing the right to
distributions as set forth herein. distributions as set forth herein. distributions as set forth herein.
"Class AF-1 Certificate Principal "Class AF-2 Certificate Principal "Class AF-3 Certificate Principal
Balance": The Certificate Principal Balance": The Certificate Principal Balance": The Certificate Principal
Balance of the Class AF-1 Certificates. Balance of the Class AF-2 Balance of the Class AF-3
Certificates. Certificates.
"Class AF-1 Current Interest": With "Class AF-2 Current Interest": "Class AF-3 Current Interest":
respect to any Distribution Date, the With respect to any Distribution With respect to any Distribution
interest accrued on the Class AF-1 Date, the interest accrued on the Date, the interest accrued on the
Certificate Principal Balance Class AF-2 Certificate Principal Class AF-3 Certificate Principal
immediately prior to such Distribution Balance immediately prior to such Balance immediately prior to such
Date during the related Accrual Period Distribution Date during the related Distribution Date during the related
at the Class AF-1 Pass-Through Rate Accrual Period at the Class AF-2 Accrual Period at the Class AF-3
plus any amount previously distributed Pass-Through Rate plus any amount Pass-Through Rate plus any amount
with respect to interest for Class previously distributed with respect previously distributed with respect
AF-1 that is recovered during the to interest for Class AF-2 that is to interest for Class AF-3 that is
related Accrual Period as a voidable recovered during the related Accrual recovered during the related Accrual
preference by a trustee in bankruptcy Period as a voidable preference by a Period as a voidable preference by a
pursuant to a final non-appealable trustee in bankruptcy pursuant to a trustee in bankruptcy pursuant to a
order. final non-appealable order. final non-appealable order.
"Class AF-1 Interest Carry Forward "Class AF-2 Interest Carry Forward "Class AF-3 Interest Carry Forward
Amount": With respect to each Amount": With respect to each Amount": With respect to each
Distribution Date, the sum of (i) the Distribution Date, the sum of (i) Distribution Date, the sum of (i)
excess of (A) Class AF-1 Current the excess of (A) Class AF-2 Current the excess of (A) Class AF-3 Current
Interest with respect to prior Interest with respect to prior Interest with respect to prior
Distribution Dates over (B) the amount Distribution Dates over (B) the Distribution Dates over (B) the
actually distributed to Class AF-1 amount actually distributed to Class amount actually distributed to Class
with respect to interest on such prior AF-2 with respect to interest on AF-3 with respect to interest on
Distribution Dates and (ii) interest such prior Distribution Dates and such prior Distribution Dates and
thereon at the Class AF-1 Pass-Through (ii) interest thereon at the Class (ii) interest thereon at the Class
Rate for the related Accrual Period. AF-2 Pass-Through Rate for the AF-3 Pass-Through Rate for the
related Accrual Period. related Accrual Period.
"Class AF-1 Pass-Through Rate": "Class AF-2 Pass-Through Rate": "Class AF-3 Pass-Through Rate":
With respect to each Distribution With respect to each Distribution With respect to each Distribution
Date, _.__% per annum. Date, _.__% per annum. Date, _.__% per annum.
"Class AF-4 Certificate": Any "Class AF-5 Certificate": Any "Class AF-6 Certificate": Any
Certificate designated as a "Class Certificate designated as a "Class Certificate designated as a "Class
AF-4 Certificate" on the face thereof, AF-5 Certificate" on the face AF-6 Certificate" on the face
in the form of Exhibit AF-4 hereto, thereof, in the form of Exhibit AF-5 thereof, in the form of Exhibit AF-6
representing the right to hereto, representing the right to hereto, representing the right to
distributions as set forth herein. distributions as set forth herein. distributions as set forth herein.
"Class AF-4 Certificate Principal "Class AF-5 Certificate Principal "Class AF-6 Certificate Principal
Balance": The Certificate Principal Balance": The Certificate Principal Balance": The Certificate Principal
Balance of the Class AF-4 Certificates. Balance of the Class AF-5 Balance of the Class AF-6
Certificates. Certificates.
"Class AF-4 Current Interest": With "Class AF-5 Current Interest": "Class AF-6 Current Interest":
respect to any Distribution Date, the With respect to any Distribution With respect to any Distribution
interest accrued on the Class AF-4 Date, the interest accrued on the Date, the interest accrued on the
Certificate Principal Balance Class AF-5 Certificate Principal Class AF-6 Certificate Principal
immediately prior to such Distribution Balance immediately prior to such Balance immediately prior to such
Date during the related Accrual Period Distribution Date during the related Distribution Date during the related
at the Class AF-4 Pass-Through Rate Accrual Period at the Class AF-5 Accrual Period at the Class AF-6
plus any amount previously distributed Pass-Through Rate plus any amount Pass-Through Rate plus any amount
with respect to interest for Class previously distributed with respect previously distributed with respect
AF-4 that is recovered during the to interest for Class AF-5 that is to interest for Class AF-6 that is
related Accrual Period as a voidable recovered during the related Accrual recovered during the related Accrual
preference by a trustee in bankruptcy Period as a voidable preference by a Period as a voidable preference by a
pursuant to a final non-appealable trustee in bankruptcy pursuant to a trustee in bankruptcy pursuant to a
order. final non-appealable order. final non-appealable order.
"Class AF-4 Interest Carry Forward "Class AF-5 Interest Carry Forward "Class AF-6 Interest Carry Forward
Amount": With respect to each Amount": With respect to each Amount": With respect to each
Distribution Date, the sum of (i) the Distribution Date, the sum of (i) Distribution Date, the sum of (i)
excess of (A) Class AF-4 Current the excess of (A) Class AF-5 Current the excess of (A) Class AF-6 Current
Interest with respect to prior Interest with respect to prior Interest with respect to prior
Distribution Dates over (B) the amount Distribution Dates over (B) the Distribution Dates over (B) the
actually distributed to Class AF-4 amount actually distributed to Class amount actually distributed to Class
with respect to interest on such prior AF-5 with respect to interest on AF-6 with respect to interest on
Distribution Dates and (ii) interest such prior Distribution Dates and such prior Distribution Dates and
thereon at the Class AF-4 Pass-Through (ii) interest thereon at the Class (ii) interest thereon at the Class
Rate for the related Accrual Period. AF-5 Pass-Through Rate for the AF-6 Pass-Through Rate for the
related Accrual Period. related Accrual Period.
"Class AF-4 Pass-Through Rate": With "Class AF-5 Pass-Through Rate": "Class AF-6 Pass-Through Rate":
respect to each Distribution Date, With respect to each Distribution With respect to each Distribution
_.__% per annum. Date, the lesser of (i) _.__% per Date, _.__% per annum.
annum plus, after the Initial
Optional Termination Date, 0.50% and
(ii) the Group I Net Rate for such
date.
"Class AF-6 Principal Distribution Amount": With respect to any Distribution Date, the product of (i) a fraction
the numerator of which is the Class AF-6 Certificate Principal Balance and the denominator of which is the Group I
Class A Certificate Principal Balance, in each case immediately prior to such Distribution Date, (ii) the Group I
Class A Principal Distribution Amount for such Distribution Date and (iii) the applicable percentage for such
Distribution Date set forth below:
Distribution Date Percentage
July 1998 - June 2001 0%
July 2001 - June 2003 45%
July 2003 - June 2004 80%
July 2004 - June 2005 100%
July 2005 and thereafter 300%
"Class MF-1 Applied Realized Loss "Class MF-2 Applied Realized Loss "Class BF-1 Applied Realized Loss
Amount": As to any Distribution Date, Amount": As to any Distribution Amount": As to any Distribution
the sum of the Realized Losses with Date, the sum of the Realized Losses Date, the sum of the Realized Losses
respect to Group I which have been with respect to Group I which have with respect to Group I which have
applied in reduction of the been applied in reduction of the been applied in reduction of the
Certificate Principal Balance of the Certificate Principal Balance of the Certificate Principal Balance of the
Class MF-1 Certificates pursuant to Class MF-2 Certificates pursuant to Class BF-1 Certificates pursuant to
Section 3.02(h) hereof. Section 3.02(h) hereof. Section 3.02(h) hereof.
"Class MF-1 Certificate": Any "Class MF-2 Certificate": Any "Class BF-1 Certificate": Any
Certificate designated as a "Class Certificate designated as a "Class Certificate designated as a "Class
MF-1 Certificate" on the face thereof, MF-2 Certificate" on the face BF-1 Certificate" on the face
in the form of Exhibit MF-1 hereto, thereof, in the form of Exhibit MF-2 thereof, in the form of Exhibit BF-1
representing the right to hereto, representing the right to hereto, representing the right to
distributions as set forth herein. distributions as set forth herein. distributions as set forth herein.
"Class MF-1 Certificate Principal "Class MF-2 Certificate Principal "Class BF-1 Certificate Principal
Balance": The Certificate Principal Balance": The Certificate Principal Balance": The Certificate Principal
Balance of the Class MF-1 Certificates Balance of the Class MF-2 Balance of the Class BF-1
less any Class MF-1 Unpaid Realized Certificates less any Class MF-2 Certificates less any Class BF-1
Loss Amount. Unpaid Realized Loss Amount. Unpaid Realized Loss Amount.
"Class MF-1 Current Interest": With "Class MF-2 Current Interest": "Class BF-1 Current Interest":
respect to any Distribution Date, the With respect to any Distribution With respect to any Distribution
interest accrued on the Class MF-1 Date, the interest accrued on the Date, the interest accrued on the
Certificate Principal Balance Class MF-2 Certificate Principal Class BF Certificate Principal
immediately prior to such Distribution Balance immediately prior to such Balance immediately prior to such
Date during the related Accrual Period Distribution Date during the related Distribution Date during the related
at the Class MF-1 Pass-Through Rate Accrual Period at the Class MF-2 Accrual Period at the Class BF-1
plus any amount previously distributed Pass-Through Rate plus any amount Pass-Through Rate plus any amount
with respect to interest for Class previously distributed with respect previously distributed with respect
MF-1 that is recovered during the to interest for Class MF-2 that is to interest for Class BF-1 that is
related Accrual Period as a voidable recovered during the related Accrual recovered during the related Accrual
preference by a trustee in bankruptcy Period as a voidable preference by a Period as a voidable preference by a
pursuant to a final non-appealable trustee in bankruptcy pursuant to a trustee in bankruptcy pursuant to a
order. final non-appealable order. final non-appealable order.
"Class MF-1 Interest Carry Forward "Class MF-2 Interest Carry Forward "Class BF-1 Interest Carry Forward
Amount": With respect to each Amount": With respect to each Amount": With respect to each
Distribution Date, the sum of (i) the Distribution Date, the sum of (i) Distribution Date, the sum of (i)
excess of (A) Class MF-1 Current the excess of (A) Class MF-2 Current the excess of (A) Class BF-1 Current
Interest with respect to prior Interest with respect to prior Interest with respect to prior
Distribution Dates over (B) the amount Distribution Dates over (B) the Distribution Dates over (B) the
actually distributed to Class MF-1 amount actually distributed to Class amount actually distributed to Class
with respect to interest on such prior MF-2 with respect to interest on BF-1 with respect to interest on
Distribution Dates and (ii) interest such prior Distribution Dates and such prior Distribution Dates and
thereon at the Class MF-1 Pass-Through (ii) interest thereon at the Class (ii) interest thereon at the Class
Rate for the related Accrual Period. MF-2 Pass-Through Rate for the BF-1 Pass-Through Rate for the
related Accrual Period. related Accrual Period.
"Class MF-1 Pass-Through Rate": With "Class MF-2 Pass-Through Rate": "Class BF-1 Pass-Through Rate":
respect to each Distribution Date, the With respect to each Distribution With respect to each Distribution
lesser of (i) _.__% per annum and (ii) Date the lesser of (i) _.__% per Date, the lesser of (i) _.__% per
the Group I Net Rate. annum and (ii) the Group I Net Rate. annum and (ii) the Group I Net Rate
on such date.
"Class MF-1 Unpaid Realized Loss "Class MF-2 Unpaid Realized Loss "Class BF-1 Unpaid Realized Loss
Amount": As to any Distribution Date, Amount": As to any Distribution Amount": As to any Distribution
the excess of (i) the Class MF-1 Date, the excess of (i) the Class Date, the excess of (i) the Class
Applied Realized Loss Amount over (ii) MF-2 Applied Realized Loss Amount BF-1 Applied Realized Loss Amount
the sum of all increases in the Class over (ii) the sum of all increases over (ii) the sum of all increases
MF-1 Certificate Principal Balance on in the Class MF-2 Certificate in the Class BF-1 Certificate
all previous Distribution Dates Principal Balance on all previous Principal Balance on all previous
pursuant to Section 3.02(j) hereof. Distribution Dates pursuant to Distribution Dates pursuant to
Section 3.02(j) hereof. Section 3.02(j) hereof.
"Class BF-2 Applied Realized Loss Amount": As to any "Class BF-3 Applied Realized Loss Amount": As to any
Distribution Date, the sum of the Realized Losses with Distribution Date, the sum of the Realized Losses with
respect to Group I which have been applied in reduction respect to Group I which have been applied in reduction
of the Certificate Principal Balance of the Class BF-2 of the Certificate Principal Balance of the Class BF-3
Certificates pursuant to Section 3.02(h) hereof. Certificates pursuant to Section 3.02(h) hereof.
"Class BF-2 Certificate": Any Certificate designated "Class BF-3 Certificate": Any Certificate designated
as a "Class BF-2 Certificate" on the face thereof, in the as a "Class BF-3 Certificate" on the face thereof, in
form of Exhibit BF-2 hereto, representing the right to the form of Exhibit BF-3 hereto, representing the right
distributions as set forth herein. to distributions as set forth herein.
"Class BF-2 Certificate Principal Balance": The "Class BF-3 Certificate Principal Balance": The
Certificate Principal Balance of the Class BF-2 Certificate Principal Balance of the Class BF-3
Certificates less any Class BF-2 Unpaid Realized Loss Certificates less any Class BF-3 Unpaid Realized Loss
Amount. Amount.
"Class BF-2 Current Interest": With respect to any "Class BF-3 Current Interest": With respect to any
Distribution Date, the interest accrued on the Class BF-2 Distribution Date, the interest accrued on the Class
Certificate Principal Balance immediately prior to such BF-2 Certificate Principal Balance immediately prior to
Distribution Date during the related Accrual Period at such Distribution Date during the related Accrual
the Class BF-2 Pass-Through Rate plus any amount Period at the Class BF-3 Pass-Through Rate plus any
previously distributed with respect to interest for Class amount previously distributed with respect to interest
BF-2 that is recovered during the related Accrual Period for Class BF-3 that is recovered during the related
as a voidable preference by a trustee in bankruptcy Accrual Period as a voidable preference by a trustee in
pursuant to a final non-appealable order. bankruptcy pursuant to a final non-appealable order.
"Class BF-2 Interest Carry Forward Amount": With "Class BF-3 Interest Carry Forward Amount": With
respect to each Distribution Date, the sum of (i) the respect to each Distribution Date, the sum of (i) the
excess of (A) Class BF-2 Current Interest with respect to excess of (A) Class BF-3 Current Interest with respect
prior Distribution Dates over (B) the amount actually to prior Distribution Dates over (B) the amount
distributed to Class BF-2 with respect to interest on actually distributed to Class BF-3 with respect to
such prior Distribution Dates and (ii) interest thereon interest on such prior Distribution Dates and (ii)
at the Class BF-2 Pass-Through Rate for the related interest thereon at the Class BF-3 Pass-Through Rate
Accrual Period. for the related Accrual Period.
"Class BF-2 Pass-Through Rate": With respect to each "Class BF-3 Pass-Through Rate": With respect to each
Distribution Date, the lesser of (i) _.__% per annum and Distribution Date, the lesser of (i) _.__% per annum
(ii) the Group I Net Rate on such date. and (ii) the Group I Net Rate on such date.
"Class BF-2 Unpaid Realized Loss Amount": As to any "Class BF-3 Unpaid Realized Loss Amount": As to any
Distribution Date, the excess of (i) the Class BF-2 Distribution Date, the excess of (i) the Class BF-3
Applied Realized Loss Amount over (ii) the sum of all Applied Realized Loss Amount over (ii) the sum of all
increases in the Class BF-2 Certificate Principal increases in the Class BF-3 Certificate Principal
Balance on all previous Distribution Dates pursuant to Balance on all previous Distribution Dates pursuant to
Section 3.02(j) hereof. Section 3.02(j) hereof.
"Group II Certificates":
"Class AV-1 Certificate": Any Certificate designated
as a "Class AV-1 Certificate" on the face thereof, in the
form of Exhibit AV-1 hereto representing the right to
distributions as set forth herein.
"Class AV-1 Certificate Principal Balance": The
Certificate Principal Balance of the Class AV-1
Certificates.
"Class AV-1 Certificates Carryover": If on any
Distribution Date the Class AV-1 Pass-Through Rate is
based upon the Group II Available Funds Cap, the excess
of (i) the amount of interest the Class AV-1 Certificates
would be entitled to receive on such Distribution Date
had the Class AV-1 Pass-Through Rate not been calculated
based on the Group II Available Funds Cap over (ii) the
amount of interest such Certificates received on such
Distribution Date based on the Group II Available Funds
Cap, together with the unpaid portion of any such excess
from prior Distribution Dates (and interest accrued
thereon at the then applicable Pass-Through Rate, without
giving effect to the Group II Available Funds Cap).
"Class AV-1 Current Interest": With respect to any
Distribution Date, the interest accrued on the Class AV-1
Certificate Principal Balance immediately prior to such
Distribution Date during the related Accrual Period at
the Class AV-1 Pass Through Rate plus any amount
previously distributed with respect to interest for Class
AV-1 that is recovered during the related Accrual Period
as a voidable preference by a trustee in bankruptcy
pursuant to a final, nonappealable order; provided,
however, Class AV-1 Current Interest shall not include
any Class AV-1 Certificates Carryover.
"Class AV-1 Interest Carry Forward Amount": With
respect to any Distribution Date, the sum of (i) the
excess of (A) Class AV-1 Current Interest with respect to
prior Distribution Dates (excluding any Class AV-1
Certificates Carryover) over (B) the amount actually
distributed to Class AV-1 with respect to interest (other
than in respect of Class AV-1 Certificate Carryover) on
such prior Distribution Dates and (ii) interest on such
excess at the Class AV-1 Pass-Through Rate for the
related Accrual Period.
"Class AV-1 Pass-Through Rate": With respect to any
Distribution Date, the least of (x) One Month LIBOR plus,
in the case of any Distribution Date prior to the Initial
Optional Termination Date, 0.__% per annum, or in the
case of any Distribution Date that occurs on or after the
Initial Optional Termination Date, plus 0.__% per annum,
(y) the weighted average of the Maximum Lifetime Mortgage
Interest Rates on the Mortgage Loans in Group II less the
Group II Servicing Fee Rate and the Group II Master
Servicing Fee Rate and (z) the Group II Available Funds
Cap for such Distribution Date.
"Class MV-1 Applied Realized Loss Amount": As to any "Class MV-2 Applied Realized Loss Amount": As to any
Distribution Date, the sum of the Realized Losses with Distribution Date, the sum of the Realized Losses with
respect to Group II which have been applied in reduction respect to Group II which have been applied in
of the Certificate Principal Balance of the Class MV-1 reduction of the Certificate Principal Balance of the
Certificates pursuant to Section 3.02(i) hereof. Class MV-2 Certificates pursuant to Section 3.02(i)
hereof.
"Class MV-1 Certificate": Any Certificate designated "Class MV-2 Certificate": Any Certificate designated
as a "Class MV-1 Certificate" on the face thereof, in the as a "Class MV-2 Certificate" on the face thereof, in
form of Exhibit MV-1 hereto representing the right to the form of Exhibit MV-2 hereto representing the right
distributions as set forth herein. to distributions as set forth herein.
"Class MV-1 Certificate Principal Balance": The "Class MV-2 Certificate Principal Balance": The
Certificate Principal Balance of the Class MV-1 Certificate Principal Balance of the Class MV-2
Certificates less any Class MV-1 Unpaid Realized Loss Certificates less any Class MV-2 Unpaid Realized Loss
Amount. Amount.
"Class MV-1 Certificates Carryover": If on any "Class MV-2 Certificates Carryover": If on any
Distribution Date the Class MV-1 Pass-Through Rate is Distribution Date the Class MV-2 Pass-Through Rate is
based upon the Group II Available Funds Cap, the excess based upon the Group II Available Funds Cap, the excess
of (i) the amount of interest the Class MV-1 Certificates of (i) the amount of interest the Class MV-2
would be entitled to receive on such Distribution Date Certificates would be entitled to receive on such
had the Class MV-1 Pass-Through Rate not been calculated Distribution Date had the Class MV-2 Pass-Through Rate
based on the Group II Available Funds Cap over (ii) the not been calculated based on the Group II Available
amount of interest such Certificates received on such Funds Cap over (ii) the amount of interest such
Distribution Date based on the Group II Available Funds Certificates received on such Distribution Date based
Cap, together with the unpaid portion of any such excess on the Group II Available Funds Cap, together with the
from prior Distribution Dates (and interest accrued unpaid portion of any such excess from prior
thereon at the then applicable Pass-Through Rate, without Distribution Dates (and interest accrued thereon at the
giving effect to the Group II Available Funds Cap). then applicable Pass-Through Rate, without giving
effect to the Group II Available Funds Cap).
"Class MV-1 Current Interest": With respect to any "Class MV-2 Current Interest": With respect to any
Distribution Date, the interest accrued on the Class MV-1 Distribution Date, the interest accrued on the Class
Certificate Principal Balance immediately prior to such MV-2 Certificate Principal Balance immediately prior to
Distribution Date during the related Accrual Period at such Distribution Date during the related Accrual
the Class MV-1 Pass Through Rate plus any amount Period at the Class MV-2 Pass Through Rate plus any
previously distributed with respect to interest for Class amount previously distributed with respect to interest
MV-1 that is recovered during the related Accrual Period for Class MV-2 that is recovered during the related
as a voidable preference by a trustee in bankruptcy Accrual Period as a voidable preference by a trustee in
pursuant to a final, nonappealable order; provided, bankruptcy pursuant to a final, nonappealable order;
however, Class MV-1 Current Interest shall not include provided, however, Class MV-2 Current Interest shall
any Class MV-1 Certificates Carryover. not include any Class MV-2 Certificates Carryover.
"Class MV-1 Interest Carry Forward Amount": With "Class MV-2 Interest Carry Forward Amount": With
respect to any Distribution Date, the sum of (i) the respect to each Distribution Date, the sum of (i) the
excess of (A) Class MV-1 Current Interest with respect to excess of (A) Class MV-2 Current Interest with respect
prior Distribution Dates (excluding any Class MV-1 to prior Distribution Dates (excluding any Class MV-2
Certificates Carryover) over (B) the amount actually Certificates Carryover) over (B) the amount actually
distributed to Class MV-1 with respect to interest (other distributed to Class MV-2 with respect to interest
than in respect of Class MV-1 Certificate Carryover) on (other than in respect of Class MV-2 Certificate
such prior Distribution Dates and (ii) interest on such Carryover) on such prior Distribution Dates and (ii)
excess at the Class MV-1 Pass-Through Rate for the interest on such excess at the Class MV-2 Pass-Through
related Accrual Period. Rate for the related Accrual Period.
"Class MV-1 Pass-Through Rate": With respect to any "Class MV-2 Pass-Through Rate": With respect to any
Distribution Date, the least of (x) One Month LIBOR plus, Distribution Date, the least of (x) One Month LIBOR
in the case of any Distribution Date prior to the Initial plus, in the case of any Distribution Date prior to the
Optional Termination Date, 0.__% per annum, or in the Initial Optional Termination Date, 0.__% per annum, or
case of any Distribution Date that occurs on or after the in the case of any Distribution Date that occurs on or
Initial Optional Termination Date, plus 0.__% per annum, after the Initial Optional Termination Date, plus 0.__%
(y) the weighted average of the Maximum Lifetime Mortgage per annum, (y) the weighted average of the Maximum
Interest Rates on the Mortgage Loans in Group II less the Lifetime Mortgage Interest Rates on the Mortgage Loans
Group II Servicing Fee Rate and the Group II Master in Group II less the Group II Servicing Fee Rate and
Servicing Fee Rate and (z) the Group II Available Funds the Group II Master Servicing Fee Rate and (z) the
Cap for such Distribution Date. Group II Available Funds Cap for such Distribution Date.
"Class MV-1 Unpaid Realized Loss Amount": As to any "Class MV-2 Unpaid Realized Loss Amount": As to
Distribution Date, the excess of (i) the Class MV-1 any Distribution Date, the excess of (i) the Class MV-2
Applied Realized Loss Amount over (ii) the sum of all Applied Realized Loss Amount over (ii) the sum of all
increases in the Class MV-1 Certificate Principal Balance increases in the Class MV-2 Certificate Principal
on all previous Distribution Dates pursuant to Section Balance on all previous Distribution Dates pursuant to
3.02(k) hereof. Section 3.02(k) hereof.
"Class BV-1 Applied Realized Loss "Class BV-2 Applied Realized Loss "Class BV-3 Applied Realized Loss
Amount: As to any Distribution Date, Amount: As to any Distribution Amount: As to any Distribution
the sum of the Realized Losses with Date, the sum of the Realized Losses Date, the sum of the Realized Losses
respect to Group II which have been with respect to Group II which have with respect to Group II which have
applied in reduction of the been applied in reduction of the been applied in reduction of the
Certificate Principal Balance of the Certificate Principal Balance of the Certificate Principal Balance of the
Class BV-1 Certificates pursuant to Class BV-2 Certificates pursuant to Class BV-3 Certificates pursuant to
Section 3.02(i) hereof. Section 3.02(i) hereof. Section 3.02(i) hereof.
"Class BV-1 Certificate": Any "Class BV-2 Certificate": Any "Class BV-3 Certificate": Any
Certificate designated as a "Class Certificate designated as a "Class Certificate designated as a "Class
BV-1 Certificate" on the face BV-2 Certificate" on the face BV-3 Certificate" on the face
thereof, in the form of Exhibit BV-1 thereof, in the form of Exhibit BV-2 thereof, in the form of Exhibit BV-3
hereto representing the right to hereto representing the right to hereto representing the right to
distributions as set forth herein. distributions as set forth herein. distributions as set forth herein.
"Class BV-1 Certificate Principal "Class BV-2 Certificate Principal "Class BV-3 Certificate Principal
Balance": The Certificate Principal Balance": The Certificate Principal Balance": The Certificate Principal
Balance of the Class BV-1 Balance of the Class BV-2 Balance of the Class BV-3
Certificates less any Class BV-1 Certificates less any Class BV-2 Certificates less any Class BV-3
Unpaid Realized Loss Amount. Unpaid Realized Loss Amount. Unpaid Realized Loss Amount.
"Class BV-1 Certificates "Class BV-2 Certificates "Class BV-3 Certificates
Carryover": If on any Distribution Carryover": If on any Distribution Carryover": If on any Distribution
Date the Class BV-1 Pass-Through Rate Date the Class BV-2 Pass-Through Date the Class BV-3 Pass-Through
is based upon the Group II Available Rate is based upon the Group II Rate is based upon the Group II
Funds Cap, the excess of (i) the Available Funds Cap, the excess of Available Funds Cap, the excess of
amount of interest the Class BV-1 (i) the amount of interest the Class (i) the amount of interest the Class
Certificates would be entitled to BV-2 Certificates would be entitled BV-3 Certificates would be entitled
receive on such Distribution Date had to receive on such Distribution Date to receive on such Distribution Date
the Class BV-1 Pass-Through Rate not had the Class BV-2 Pass-Through Rate had the Class BV-3 Pass-Through Rate
been calculated based on the Group II not been calculated based on the not been calculated based on the
Available Funds Cap over (ii) the Group II Available Funds Cap over Group II Available Funds Cap over
amount of interest such Certificates (ii) the amount of interest such (ii) the amount of interest such
received on such Distribution Date Certificates received on such Certificates received on such
based on the Group II Available Funds Distribution Date based on the Group Distribution Date based on the Group
Cap, together with the unpaid portion II Available Funds Cap, together II Available Funds Cap, together
of any such excess from prior with the unpaid portion of any such with the unpaid portion of any such
Distribution Dates (and interest excess from prior Distribution Dates excess from prior Distribution Dates
accrued thereon at the then (and interest accrued thereon at the (and interest accrued thereon at the
applicable Pass-Through Rate, without then applicable Pass-Through Rate, then applicable Pass-Through Rate,
giving effect to the Group II without giving effect to the Group without giving effect to the Group
Available Funds Cap). II Available Funds Cap). II Available Funds Cap).
"Class BV-1 Current Interest": "Class BV-2 Current Interest": "Class BV-3 Current Interest":
With respect to any Distribution With respect to any Distribution With respect to any Distribution
Date, the interest accrued on the Date, the interest accrued on the Date, the interest accrued on the
Class BV-1 Certificate Principal Class BV-2 Certificate Principal Class BV-3 Certificate Principal
Balance immediately prior to such Balance immediately prior to such Balance immediately prior to such
Distribution Date during the related Distribution Date during the related Distribution Date during the related
Accrual Period at the Class BV-1 Pass Accrual Period at the Class BV-2 Accrual Period at the Class BV-3
Through Rate plus any amount Pass Through Rate plus any amount Pass Through Rate plus any amount
previously distributed with respect previously distributed with respect previously distributed with respect
to interest for Class BV-1 that is to interest for Class BV-2 that is to interest for Class BV-3 that is
recovered during the related Accrual recovered during the related Accrual recovered during the related Accrual
Period as a voidable preference by a Period as a voidable preference by a Period as a voidable preference by a
trustee in bankruptcy pursuant to a trustee in bankruptcy pursuant to a trustee in bankruptcy pursuant to a
final, nonappealable order; provided, final, nonappealable order; final, nonappealable order;
however, Class BV-1 Current Interest provided, however, Class BV-2 provided, however, Class BV-3
shall not include any Class BV-1 Current Interest shall not include Current Interest shall not include
Certificates Carryover. any Class BV-2 Certificates any Class BV-3 Certificates
Carryover. Carryover.
"Class BV-1 Interest Carry Forward "Class BV-2 Interest Carry Forward "Class BV-3 Interest Carry Forward
Amount": With respect to each Amount": With respect to each Amount": With respect to each
Distribution Date, the sum of (i) the Distribution Date, the sum of (i) Distribution Date, the sum of (i)
excess of (A) Class BV-1 Current the excess of (A) Class BV-2 Current the excess of (A) Class BV-3 Current
Interest with respect to prior Interest with respect to prior Interest with respect to prior
Distribution Dates (excluding any Distribution Dates (excluding any Distribution Dates (excluding any
Class BV-1 Certificates Carryover) Class BV-2 Certificates Carryover) Class BV-3 Certificates Carryover)
over (B) the amount actually over (B) the amount actually over (B) the amount actually
distributed to Class BV-1 with distributed to Class BV-2 with distributed to Class BV-3 with
respect to interest (other than in respect to interest (other than in respect to interest (other than in
respect of Class BV-1 Certificate respect of Class BV-2 Certificate respect of Class BV-3 Certificate
Carryover) on such prior Distribution Carryover) on such prior Carryover) on such prior
Dates and (ii) interest on such Distribution Dates and (ii) interest Distribution Dates and (ii) interest
excess at the Class BV-1 Pass-Through on such excess at the Class BV-2 on such excess at the Class BV-3
Rate for the related Accrual Period. Pass-Through Rate for the related Pass-Through Rate for the related
Accrual Period. Accrual Period.
"Class BV-1 Pass-Through Rate": "Class BV-2 Pass-Through Rate": "Class BV-3 Pass-Through Rate":
With respect to any Distribution With respect to any Distribution With respect to any Distribution
Date, the least of (x) One Month Date, the least of (x) One Month Date, the least of (x) One Month
LIBOR plus, in the case of any LIBOR plus, in the case of any LIBOR plus, in the case of any
Distribution Date prior to the Distribution Date prior to the Distribution Date prior to the
Initial Optional Termination Date, 1. Initial Optional Termination Date, Initial Optional Termination Date,
__% per annum, or in the case of any _.00% per annum, or in the case of _.00% per annum, or in the case of
Distribution Date that occurs on or any Distribution Date that occurs on any Distribution Date that occurs on
after the Initial Optional or after the Initial Optional or after the Initial Optional
Termination Date, plus _.__% per Termination Date, plus _.00% per Termination Date, plus _.00% per
annum, (y) the weighted average of annum, (y) the weighted average of annum, (y) the weighted average of
the Maximum Lifetime Mortgage the Maximum Lifetime Mortgage the Maximum Lifetime Mortgage
Interest Rates on the Mortgage Loans Interest Rates on the Mortgage Loans Interest Rates on the Mortgage Loans
in Group II less the Group II in Group II less the Group II in Group II less the Group II
Servicing Fee Rate and the Group II Servicing Fee Rate and the Group II Servicing Fee Rate and the Group II
Master Servicing Fee Rate and (z) the Master Servicing Fee Rate and (z) Master Servicing Fee Rate and (z)
Group II Available Funds Cap for such the Group II Available Funds Cap for the Group II Available Funds Cap for
Distribution Date. such Distribution Date. such Distribution Date.
"Class BV-1 Unpaid Realized Loss "Class BV-2 Unpaid Realized Loss "Class BV-3 Unpaid Realized Loss
Amount": As to any Distribution Amount": As to any Distribution Amount": As to any Distribution
Date, the excess of (i) the Class Date, the excess of (i) the Class Date, the excess of (i) the Class
BV-1 Applied Realized Loss Amount BV-2 Applied Realized Loss Amount BV-3 Applied Realized Loss Amount
over (ii) the sum of all increases in over (ii) the sum of all increases over (ii) the sum of all increases
the Class BV-1 Certificate Principal in the Class BV-2 Certificate in the Class BV-3 Certificate
Balance on all previous Distribution Principal Balance on all previous Principal Balance on all previous
Dates pursuant to Section 3.02(k) Distribution Dates pursuant to Distribution Dates pursuant to
hereof. Section 3.02(k) hereof. Section 3.02(k) hereof.
hereof. Section 3.02(k) hereof. Section 3.02(k) hereof.
"Class C Certificate": Any of the Certificates designated as a "Class C
Certificate" on the face thereof in the form of Exhibit C hereto representing
the right to distributions as set forth herein.
"Class C Distribution Amount": With respect to any Distribution Date,
one-twelfth of the sum of:
(a) the product of the AF-1 Balance and the excess of the Group I Net
Rate over the Class AF-1 Pass-Through Rate;
(b) the product of the AF-2 Balance and the excess of the Group I Net
Rate over the Class AF-2 Pass-Through Rate;
(c) the product of the AF-3 Balance and the excess of the Group I Net
Rate over the Class AF-3 Pass-Through Rate;
(d) the product of the AF-4 Balance and the excess of the Group I Net
Rate over the Class AF-4 Pass-Through Rate;
(e) the product of the AF-5 Balance and the excess of the Group I Net
Rate over the Class AF-5 Pass-Through Rate;
(f) the product of the AF-6 Balance and the excess of the Group I Net
Rate over the Class AF-6 Pass-Through Rate;
(g) the product of the MF-1 Balance and the excess of the Group I Net
Rate over the Class MF-1 Pass-Through Rate;
(h) the product of the MF-2 Balance and the excess of the Group I Net
Rate over the Class MF-2 Pass-Through Rate;
(i) the product of the BF-1 Balance and the excess of the Group I Net
Rate over the Class BF-1 Pass-Through Rate;
(j) the product of the BF-2 Balance and the excess of the Group I Net
Rate over the Class BF-2 Pass-Through Rate;
(k) the product of the BF-3 Balance and the excess of the Group I Net
Rate over the Class BF-3 Pass-Through Rate; and
(l) any excess of the amount specified pursuant to clauses (a) through
(k) above for prior Distribution Dates over the amount actually distributed
pursuant to such clauses on prior Distribution Dates.
"Class R Certificate": Any of the Certificates designated as a "Class R
Certificate" on the face thereof, in the form of Exhibit R hereto and evidencing
an interest designated as the "residual interest" in the Pooling and Issuing
REMICs for purposes of the REMIC Provisions.
"Closing Date": September 29, 1998.
"Current Interest": As to any Class, the definition therefor having the
corresponding designation as such Class.
"Custodian": Chase Bank of Texas, National Association, a national
banking association, and its successors and assigns in such capacity.
"Cut-Off Date": As of the close of business on September 1, 1998.
"Delinquent": A Mortgage Loan is "Delinquent" if any payment due thereon
is not made by the close of business on the last day of the Prepayment Period
immediately following the day such payment is scheduled to be due. A Mortgage
Loan is "30 days Delinquent" if such payment has not been received by the close
of business on the last day of the Prepayment Period of the month immediately
succeeding the month in which such payment was due. Similarly for "60 days
Delinquent," "90 days Delinquent" and so on.
"Designated Class": There is no designated Class for purposes of
Section 9.02 of the Standard Terms.
"Distribution Account": The account or accounts created and maintained
for the Trust pursuant to Section 3.01 hereof.
"Distribution Amount": As to each Distribution Date and Class of
Certificates, the aggregate amount to be distributed to such Class on such date
pursuant to Section 3.02 hereof.
"Distribution Date": The 25th day of each month, or the next Business
Day if such 25th day is not a Business Day, commencing October 26 1998.
"Fitch": Fitch IBCA, Inc., and its successors (One State Street Plaza,
33rd Floor, New York, New York 10004).
Group Definitions:
"Group I": The pool of Mortgage Loans identified in "Group II": The pool of Mortgage Loans identified
the related Schedules of Mortgage Loans as having been in the related Schedules of Mortgage Loans as having
assigned to Group I, including any Group I Qualified been assigned to Group II, including any Group II
Substitute Mortgage Loans delivered in replacement Qualified Substitute Mortgage Loans delivered in
thereof. replacement thereof.
"Group II Available Funds Cap": As of any
Distribution Date, a per annum rate equal to (w)(i) the
total scheduled interest on the Mortgage Loans in Group
II for the related Due Period less (ii) the Group II
Servicing Fees and Group II Master Servicing Fee for
such Due Period divided by (x) the Group II Certificate
Principal Balance divided by (y) the actual number of
days in the related Accrual Period and multiplied by
(z) 360.
"Group I Certificate": Any of the Class AF-1, Class "Group II Certificate": Any of the Class AV-1,
AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-6, Class MV-1, Class MV-2, Class BV-1, Class BV-2 and
Class MF-1, Class MF-2, Class BF-1, Class BF-2 and Class Class BV-3 Certificates.
BF-3 Certificates.
"Group I Certificate Principal Balance": The sum of "Group II Certificate Principal Balance": The sum
the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class of the Class AV-1, Class MV-1, Class MV-2, Class BV-1,
AF-5, Class AF-6, Class MF-1, Class MF-2, Class BF-1, Class BV-2 and Class BV-3 Certificate Principal
Class BF-2 and Class BF-3 Certificate Principal Balances. Balances.
"Group I Class A Certificate Principal Balance": The "Group II Class A Certificate Principal Balance":
sum of the Class AF-1, Class AF-2, Class AF-3, Class The sum of the Class AV-1 Certificate Principal
AF-4, Class AF-5 and Class AF-6 Certificate Principal Balances.
Balances.
"Group I Class A Principal Distribution Amount": With "Group II Class A Principal Distribution Amount":
respect to any Distribution Date before the Group I With respect to any Distribution Date before the Group
Stepdown Date or as to which a Group I Trigger Event has II Stepdown Date or as to which a Group II Trigger
occurred, 100% of the Group I Principal Distribution Event has occurred, 100% of the Group II Principal
Amount for such Distribution Date and with respect to any Distribution Amount for such Distribution Date and with
Distribution Date on or after the Stepdown Date and as to respect to any Distribution Date on or after the
which a Group I Trigger Event has not occurred, the Stepdown Date and as to which a Group II Trigger Event
excess of (i) the Group I Class A Certificate Principal has not occurred, the excess of (i) the Group II Class
Balance immediately prior to such Distribution Date over A Certificate Principal Balance immediately prior to
(ii) the lesser of (A) 71% of the Schedule Principal such Distribution Date over (ii) the lesser of (A) 62%
Balances of Group I on the preceding Due Date and (B) the of the Schedule Principal Balances of Group II on the
excess of (I) the Scheduled Principal Balances of Group I preceding Due Date and (B) the excess of (I) the
on the preceding Due Date over (II) $1,297,492. Scheduled Principal Balances of Group II on the
preceding Due Date over (II) $1,178,455.
"Group I Class BF-1 Principal Distribution Amount": "Group II Class BV-1 Principal Distribution
With respect to any Distribution Date on and after the Amount": With respect to any Distribution Date on and
Group I Stepdown Date and as long as a Group I Trigger after the Group II Stepdown Date and as long as a Group
Event is not in effect (subject to the proviso set forth II Trigger Event is not in effect (subject to the
in Section 3.02(c) hereof), the excess of (i) the sum of proviso set forth in Section 3.02(d) hereof), the
(A) the Group I Class A Certificate Principal Balance, excess of (i) the sum of (A) the Group II Class A
(B) the Class MF-1 Certificate Principal Balance, (C) the Certificate Principal Balance, (B) the Class MV-1
Class MF-2 Certificate Principal Balance and (D) the Certificate Principal Balance, (C) the Class MV-2
Class BF-1 Certificate Principal Balance immediately Certificate Principal Balance and (D) the Class BV-1
prior to such Distribution Date over (ii) the lesser of Certificate Principal Balance immediately prior to such
(A) 95.5% of the Scheduled Principal Balances of Group I Distribution Date over (ii) the lesser of (A) 94.5% of
on the preceding Due Date and (B) the excess of (I) the the Scheduled Principal Balances of Group II on the
Scheduled Principal Balances of Group I on the preceding preceding Due Date and (B) the excess of (I) the
Due Date over (II) $1,297,492. Scheduled Principal Balances of Group II on the
preceding Due Date over (II) $1,178,455.
"Group I Class BF-2 Principal Distribution Amount": "Group II Class BV-2 Principal Distribution
With respect to any Distribution Date on and after the Amount": With respect to any Distribution Date on and
Group I Stepdown Date and as long as a Group I Trigger after the Group II Stepdown Date and as long as a Group
Event is not in effect (subject to the proviso set forth II Trigger Event is not in effect (subject to the
in Section 3.02(c) hereof), the excess of (i) the sum of proviso set forth in Section 3.02(d) hereof), the
(A) the Group I Class A Certificate Principal Balance, excess of (i) the sum of (A) the Group II Class A
(B) the Class MF-1 Certificate Principal Balance, (C) the Certificate Principal Balance, (B) the Class MV-1
Class MF-2 Certificate Principal Balance, (D) the Class Certificate Principal Balance, (C) the Class MV-2
BF-1 Certificate Principal Balance and (E) the Class BF-2 Certificate Principal Balance, (D) the Class BV-1
Certificate Principal Balance immediately prior to such Certificate Principal Balance and (E) the Class BV-2
Distribution Date over (ii) the lesser of (A) 98% of the Certificate Principal Balance immediately prior to such
Scheduled Principal Balances of Group I on the preceding Distribution Date over (ii) the lesser of (A) 98% of
Due Date and (B) the excess of (I) the Scheduled the Scheduled Principal Balances of the Group II on the
Principal Balances of Group I on the preceding Due Date preceding Due Date and (B) the excess of (I) the
over (II) $1,297,492. Scheduled Principal Balances of Group II on the
preceding Due Date over (II) $1,178,455.
"Group I Class BF-3 Principal Distribution Amount": "Group II Class BV-3 Principal Distribution
With respect to any Distribution Date on and after the Amount": With respect to any Distribution Date on and
Group I Stepdown Date and as long as a Group I Trigger after the Group II Stepdown Date and as long as a Group
Event is not in effect (subject to the proviso set forth II Trigger Event is not in effect (subject to the
in Section 3.02(c) hereof), the excess of (i) the Group I proviso set forth in Section 3.02(d) hereof), the
Principal Distribution Amount for such Distribution Date excess of (i) the Group II Principal Distribution
over (ii) sum of (A) the Group I Class A Principal Amount for such Distribution Date over (ii) the sum of
Distribution Amount, (B) the Class MF-1 Principal (A) the Group II Class A Principal Distribution Amount,
Distribution Amount, (C) the Class MF-2 Principal (B) the Class MV-1 Principal Distribution Amount, (C)
Distribution Amount, (D) the Class BF-1 Principal the Class MV-2 Principal Distribution Amount, (D) the
Distribution Amount and (E) the Class BF-2 Principal Class BV-1 Principal Distribution Amount and (E) the
Distribution Amount for such Distribution Date. Class BV-2 Principal Distribution Amount for
Distribution Date.
"Group I Class MF-1 Principal Distribution Amount": "Group II Class MV-1 Principal Distribution
With respect to any Distribution Date on and after the Amount": With respect to any Distribution Date on and
Group I Stepdown Date and as long as a Group I Trigger after the Group II Stepdown Date and as long as a Group
Event is not in effect (subject to the proviso set forth II Trigger Event is not in effect (subject to the
in Section 3.02(c) hereof), the excess of (i) the sum of proviso set forth in Section 3.02(d) hereof), the
(A) the Group I Class A Certificate Principal Balance and excess of (i) the sum of (A) the Group II Class A
(B) the Class MF-1 Certificate Principal Balance Certificate Principal Balance and (B) the Class MV-1
immediately prior to such Distribution Date over (ii) the Certificate Principal Balance immediately prior to such
lesser of (A) 81% of the aggregate Scheduled Principal Distribution Date over (ii) the lesser of (A) 77% of
Balances of Group I on the preceding Due Date and (B) the the Scheduled Principal Balances of Group II on the
excess of (I) the Scheduled Principal Balances of Group I preceding Due Date and (B) the excess of (I) the
on the preceding Due Date over (II) $1,297,492. Scheduled Principal Balances of Group II on the
preceding Due Date over (II) $1,178,455.
"Group I Class MF-2 Principal Distribution Amount": "Group II Class MV-2 Principal Distribution
With respect to any Distribution Date on and after the Amount": With respect to any Distribution Date on and
Group I Stepdown Date and as long as a Group I Trigger after the Group II Stepdown Date and as long as a Group
Event is not in effect (subject to the proviso set forth II Trigger Event is not in effect (subject to the
in Section 3.02(c) hereof), the excess of (i) the sum of proviso set forth in Section 3.02(d) hereof), the
(A) the Group I Class A Certificate Principal Balance, excess of (i) the sum of (A) the Group II Class A
(B) the Class MF-1 Certificate Principal Balance and (C) Certificate Principal Balance, (B) the Class MV-1
the Class MF-2 Certificate Principal Amount immediately Certificate Principal Balance and (C) the Class MV-2
prior to such Distribution Date over (ii) the lesser of Certificate Principal Amount immediately prior to such
(A) 88.5% of the Scheduled Principal Balances of Group I Distribution Date over (ii) the lesser of (A) 88.5% of
on the preceding Due Date and (B) the excess of (I) the the Scheduled Principal Balances of Group II on the
Scheduled Principal Balances of Group I over on the preceding Due Date and (B) the excess of (I) the
preceding Due Date(II) $1,297,492. Scheduled Principal Balances of Group II on the
preceding Due Date over (II) $1,178,455.
"Group I Extra Principal Distribution Amount": With "Group II Extra Principal Distribution Amount":
respect to any Distribution Date, to the extent of Group With respect to any Distribution Date, to the extent of
I Interest Funds pursuant to Section 3.02(a)(vii) and Group II Interest Funds pursuant to Section
Group II Interest Funds available for the purpose 3.02(b)(vii) and Group I Interest Funds available for
pursuant to Section 3.02(f)(vii) hereof, an amount equal the purpose pursuant to Section 3.02(e)(vii) hereof, an
to the excess of (i) all Realized Losses with respect to amount equal to the excess of (i) all Realized Losses
Group I over (ii) all Group I Extra Principal with respect to Group II over (ii) all Group II Extra
Distribution Amounts with respect to prior Distribution Principal Distribution Amounts with respect to prior
Dates. Distribution Dates.
"Group I Interest Funds": With respect to Group I "Group II Interest Funds": With respect to Group
and any Master Servicer Remittance Date, to the extent II and any Master Servicer Remittance Date, to the
actually deposited in the Master Servicer Custodial extent actually deposited in the Master Servicer
Account, the sum, without duplication, of (i) all Custodial Account, the sum, without duplication, of (i)
scheduled interest collected during the related Due all scheduled interest collected during the related Due
Period with respect to Group I less the Group I Servicing Period with respect to Group II less the Group II
Fee and the Group I Master Servicing Fee, (ii) all Servicing Fee and the Group II Master Servicing Fee,
Advances relating to interest with respect to Group I, (ii) all Advances relating to interest with respect to
(iii) all Month End Interest with respect to Group I and Group II, (iii) all Month End Interest with respect to
(iv) Liquidation Proceeds with respect to Group I (to the Group II and (iv) Liquidation Proceeds with respect to
extent such Liquidation Proceeds relate to interest) less Group II (to the extent such Liquidation Proceeds
all Non-Recoverable Advances relating to interest and relate to interest) less all Non-Recoverable Advances
expenses pursuant to Section 6.03 of the Standard Terms. relating to interest and expenses pursuant to Section
6.03 of the Standard Terms.
"Group I Master Servicing Fee": With respect to each "Group II Master Servicing Fee": With respect to
Master Servicer Remittance Date, an amount payable (or each Master Servicer Remittance Date, an amount payable
allocable) to the Master Servicer equal to the product of (or allocable) to the Master Servicer equal to the
one-twelfth of the Group I Master Servicing Fee Rate and product of one-twelfth of the Group II Master Servicing
the aggregate Scheduled Principal Balance of Group I on Fee Rate and the aggregate Scheduled Principal Balance
the first day of the Due Period preceding such Master of Group II on the first day of the Due Period
Servicer Remittance Date. preceding such Master Servicer Remittance Date.
"Group I Master Servicing Fee Rate": 0.03% per annum. "Group II Master Servicing Fee Rate": 0.03% per
annum.
"Group I Net Rate": The weighted average Net Rate "Group II Net Rate": The weighted average Net Rate
for Group I. for Group II.
"Group I Principal Distribution Amount": With "Group II Principal Distribution Amount": With
respect to any Distribution Date, the sum of (i) the respect to any Distribution Date, the sum of (i) the
Group I Principal Funds and (ii) the Group I Extra Group II Principal Funds and (ii) the Group II Extra
Principal Distribution Amount. Principal Distribution Amount.
"Group I Principal Funds": With respect to Group I "Group II Principal Funds": With respect to Group
and any Master Servicer Remittance Date, to the extent II and any Master Servicer Remittance Date, to the
actually deposited in the Master Servicer Custodial extent actually deposited in the Master Servicer
Account, the sum, without duplication, of (i) all Custodial Account, the sum, without duplication, of (i)
scheduled principal with respect to Group I collected by all scheduled principal with respect to Group II
the Servicers during the related Due Period or advanced collected by the Servicers during the related Due
on or before such Master Servicer Remittance Date, (ii) Period or advanced on or before such Master Servicer
prepayments with respect to Group I collected by the Remittance Date, (ii) prepayments with respect to Group
Servicers in the related Prepayment Period, (iii) the II collected by the Servicers in the related Prepayment
Scheduled Principal Balance of each Mortgage Loan in Period, (iii) the Scheduled Principal Balance of each
Group I repurchased by the Depositor, (iv) any Mortgage Loan in Group II repurchased by the Depositor,
Substitution Shortfall with respect to Group I and (v) (iv) any Substitution Shortfall with respect to Group
all Liquidation Proceeds with respect to Group I II and (v) all Liquidation Proceeds with respect to
collected by the Servicer during the related Due Period Group II collected by the Servicer during the related
(to the extent such Liquidation Proceeds related to Due Period (to the extent such Liquidation Proceeds
principal) less all non-recoverable Advances relating to related to principal) less all non-recoverable Advances
principal with respect to Group I reimbursed during the relating to principal with respect to Group II
related Due Period. reimbursed during the related Due Period.
"Group I Servicing Fee": With respect to each "Group II Servicing Fee": With respect to each
Mortgage Loan in Group I and each Remittance Date, the Mortgage Loan in Group II and each Remittance Date, the
product of (x) one-twelfth of the Servicing Fee Rate and product of (x) one-twelfth of the Servicing Fee Rate
(y) aggregate Scheduled Principal Balance of such and (y) aggregate Scheduled Principal Balance of such
Mortgage Loan as of the opening of business on the first Mortgage Loan as of the opening of business on the
day of the Due Period preceding such Remittance Date. first day of the Due Period preceding such Remittance
Date.
"Group I Servicing Fee Rate": With respect to each "Group II Servicing Fee Rate": With respect to each
Mortgage Loan in Group I, the fixed per annum rate Mortgage Loan in Group II, the fixed per annum rate
payable to the Servicer as set out on Schedule IA to this payable to the Servicer as set out on Schedule IB to
Agreement. this Agreement.
"Group I Stepdown Date": With respect to Group I, the "Group II Stepdown Date": With respect to Group II,
earlier to occur of (i) the later to occur of (A) the the earlier to occur of (i) the later to occur of (A)
Distribution Date in October 2001 and (B) the first the Distribution Date in October 2001 and (B) the first
Distribution Date on which the Group I Class A Distribution Date on which the Group II Class A
Certificate Principal Balance immediately prior to such Certificate Principal Balance immediately prior to such
Distribution Date (less the Group I Principal Funds for Distribution Date (less the Group II Principal Funds
such Distribution Date) is less than or equal to 73% of for such Distribution Date) is less than or equal to
the Scheduled Principal Balances of Group I and (ii) the 62% of the Scheduled Principal Balances of Group II and
Distribution Date on which the Group I Class A (ii) the Distribution Date on which the Group II Class
Certificate Principal Balance has been reduced to zero. A Certificate Principal Balance has been reduced to
zero.
"Group I Subordinated Certificates": The Class MF-1, "Group II Subordinated Certificates": The Class
Class MF-2, Class BF-1, Class BF-2 and Class BF-3 MV-1, Class MV-2, Class BV-1, Class BV-2 and Class BV-3
Certificates. Certificates.
"Group I Trigger Event": With respect to Group I and "Group II Trigger Event": With respect to Group II
any Distribution Date after the Group I Stepdown Date, a and any Distribution Date after the Group II Stepdown
Group I Trigger Event exists if two times the quotient of Date, a Group II Trigger Event exists if 2.5 times the
(i) the Scheduled Principal Balances of all 60 or more quotient of (i) the Scheduled Principal Balances of all
days Delinquent Mortgage Loans in Group I and (ii) the 60 or more days Delinquent Mortgage Loans in Group II
Scheduled Principal Balances of Group I as of the and (ii) the Scheduled Principal Balances of Group II
preceding Master Servicer Remittance Date equals or as of the preceding Master Servicer Remittance Date
exceeds 27%. equals or exceeds 38%.
"Initial Optional Termination Date": The Distribution Date immediately
following the Due Period with respect to which the aggregate Scheduled Principal
Balances of the Mortgage Loans have declined to less than 10% of the aggregate
Scheduled Principal Balances on the Closing Date.
"Interest Carry Forward Amount": As to any Class, the definition
therefor having the corresponding designation as such Class.
"Interest Determination Date": With respect to the first Accrual Period
for the Group II Certificates, March 3, 1998, and with respect to any subsequent
Accrual Period for the Group II Certificates, the second London Business Day
preceding such Accrual Period.
"Interest Fund": The Fund created and maintained by the Trustee
pursuant to Section 4.03.
"London Business Day": A day on which banks are open for dealing in
foreign currency and exchange in London and New York City.
"Master Servicer": Saxon Mortgage, Inc., a Virginia corporation, and
its successors and assigns in such capacity.
"Master Servicer Remittance Date": The Business Day preceding each
Distribution Date.
"Master Servicer Reporting Date": The opening of business on the third
Business Day preceding each Distribution Date.
"Master Servicing Fee": As applicable, the Group I Master Servicing Fee
or the Group II Master Servicing Fee.
"Meritech": Meritech Mortgage Services, Inc., a Texas corporation.
"Moody's": Moody's Investors Service, Inc., and its successors (99
Church Street, New York, New York 10007).
"Mortgage Loan Group": Either Group I or Group II.
"Mortgage Loans": The mortgage loans listed on Schedule I.
"Net Rate": As to each Mortgage Loan and Distribution Date, the related
Mortgage Interest Rate less the sum of the Group I or Group II Servicing Fee
Rate and the Group I or Group II Master Servicing Fee Rate, in each case, as
applicable.
"Notice Address": For purposes of Section 11.05 of the Standard Terms,
the addresses of the Depositor, the Master Servicer and the Trustee, are as
follows:
(i) If to the Depositor:
Saxon Asset Securities Company
4880 Cox Road
Glen Allen, Virginia 23060
(ii) If to the Master Servicer:
Saxon Mortgage, Inc.
4880 Cox Road
Glen Allen, Virginia 23060
(iii) If to the Trustee:
Chase Bank of Texas, National Association
600 Travis, 10th Floor
Houston, Texas 77002
"One Month LIBOR": As of any Interest Determination Date, the rate for
deposits in United States dollars for one-month U.S. dollar deposits which
appears in the Telerate Page 3750, as of 11:00 a.m., (London time) on such
Interest Determination Date. If such rate does not appear on Telerate Page 3750,
the rate for that day will be determined on the basis of the rates at which
deposits in United States dollars are offered by the Reference Banks at
approximately 11:00 a.m., London time, on that day to prime banks in the London
interbank market for a period equal to the relevant Accrual Period (commencing
on the first day of such Accrual Period). The Master Servicer will request the
principal London office of each of the Reference Banks to provide a quotation of
its rate. If at least two such quotations are provided, the rate for that day
will be the arithmetic-mean of the quotations. If fewer than two quotations are
provided as requested, the rate for that day will be the arithmetic-mean of the
rates quoted by major banks in New York City, selected by the Trustee, at
approximately 11:00 a.m., New York City time, on that day for loans in United
States dollars to leading European banks for a period equal to the relevant
Accrual Period (commencing on the first day of such Accrual Period). The Trustee
shall review Telerate Page 3750 at the required time, make the required requests
to the principal offices of the Reference Banks and selections of major banks in
New York City and shall determine the rate which constitutes One Month LIBOR for
each Interest Determination Date.
"Paying Agent": Chase Bank of Texas, National Association, a national
banking association, and its successors and assigns in such capacity.
"Private Certificate": Any of the Class BF-2, Class BF-3, Class BV-2,
Class BV-3, Class C and Class R Certificates.
"Private Subordinated Certificate": Any of the Class BF-2, Class BF-3,
Class BV-2, Class BV-3, Class C and Class R Certificates.
"Public Subordinated Certificate": Any of the Group I Subordinated
Certificates or the Group II Subordinated Certificates (other than the Private
Certificates).
"Rating Agency": Each of Moody's and Fitch (or, if any such agency or a
successor is no longer in existence, such other nationally recognized
statistical rating agency, or other comparable Person, designated by the
Depositor, notice of which designation shall be given to the Trustee).
"Reference Banks" Leading banks selected by the Master Servicer and
engaged in transactions in Eurodollar deposits in the international Eurocurrency
market.
"Regular Certificates": Any of the Group I Certificates, Group II
Certificates and Class C Certificates which represent the "Regular Interests" in
the Issuing REMIC for purposes of the REMIC Provisions.
"Remittance Date": With respect to each Servicing Agreement, the date
so specified therein which date shall in no case be later than the 21st of each
month, or if the 21st of any month does not fall on a Business Day, then the
Business Day immediately preceding the 21st.
"Residual Certificates": The Class R Certificates, which represent the
"residual interest" in the Pooling and Issuing REMICs for purposes of the REMIC
Provisions.
"Sales Agreement": The Sales Agreement dated September 25, 1998,
between the Depositor and SMI regarding the sale of the Mortgage Loans.
"Securities Act": The Securities Act of 1933, as amended.
"Servicer": Meritech and its permitted successors and assigns.
"Servicing Agreement": The Servicing Agreement listed on Schedule II
hereto which shall be deemed to be a "Servicing Agreement" for purposes of the
Standard Terms.
"Servicing Fee Rate": With respect to each Mortgage Loan, the Servicing
Rate specified on Schedule I.
"State": New York.
"Subaccount Definitions":
"Balance": With respect to each Subaccount, on any
Distribution date, the balance, if any, of such Subaccount immediately
prior to such Distribution Date (or, in the case of the first
Distribution Date, an amount equal to the initial balance of such
Subaccount as of the Closing Date) less the amounts to be applied on
such Distribution Date to reduce the balance of such Subaccount.
"Subaccounts": Any one of the Subaccounts created pursuant to Section
5.03(a)(i) hereof.
Group I:
"AF-1 Balance" : The Balance of the "AF-2 Balance" : The Balance of "AF-3 Balance" : The Balance of
Subaccount AF-1. Subaccount AF-2. Subaccount AF-3.
"AF-1 Monthly Interest Amount": "AF-2 Monthly Interest Amount": "AF-3 Monthly Interest Amount":
With respect to any Distribution With respect to any Distribution With respect to any Distribution
Date, the interest accrued on the Date, the interest accrued on the Date, the interest accrued on the
AF-1 Balance during the Accrual AF-2 Balance during the Accrual AF-3 Balance during the Accrual
Period for the Class AF-1 Period for the Class AF-2 Period for the Class AF-3
Certificates for that Distribution Certificates for that Distribution Certificates for that Distribution
Date at the Group I Net Rate. Date at the Group I Net Rate. Date at the Group I Net Rate.
"Subaccount AF-1": The Subaccount "Subaccount AF-2": The Subaccount "Subaccount AF-3": The Subaccount
by that name created pursuant to by that name created pursuant to by that name created pursuant to
Section 5.03(a)(i) hereof. Section 5.03(a)(i) hereof. Section 5.03(a)(i) hereof.
"AF-4 Balance" : The Balance of the "AF-5 Balance" : The Balance of "AF-6 Balance" : The Balance of
Subaccount AF-4. Subaccount AF-5. Subaccount AF-6.
"AF-4 Monthly Interest Amount": "AF-5 Monthly Interest Amount": "AF-6 Monthly Interest Amount":
With respect to any Distribution With respect to any Distribution With respect to any Distribution
Date, the interest accrued on the Date, the interest accrued on the Date, the interest accrued on the
AF-4 Balance during the Accrual AF-5 Balance during the Accrual AF-6 Balance during the Accrual
Period for the Class AF-4 Period for the Class AF-5 Period for the Class AF-6
Certificates for that Distribution Certificates for that Distribution Certificates for that Distribution
Date at the Group I Net Rate. Date at the Group I Net Rate. Date at the Group I Net Rate.
"Subaccount AF-4": The Subaccount "Subaccount AF-5": The Subaccount "Subaccount AF-6": The Subaccount
by that name created pursuant to by that name created pursuant to by that name created pursuant to
Section 5.03(a)(i) hereof. Section 5.03(a)(i) hereof. Section 5.03(a)(i) hereof.
"MF-1 Balance" : The Balance of "MF-2 Balance" : The Balance of "BF-1 Balance" : The Balance of
Subaccount MF-1. Subaccount MF-2. Subaccount BF.
"MF-1 Monthly Interest Amount": "MF-2 Monthly Interest Amount": "BF-1 Monthly Interest Amount":
With respect to any Distribution With respect to any Distribution With respect to any Distribution
Date, the interest accrued on the Date, the interest accrued on the Date, the interest accrued on the BF
MF-1 Balance during the Accrual MF-2 Balance during the Accrual Balance during the Accrual Period
Period for the Class MF-1 Period for the Class MF-2 for the Class BF Certificates for
Certificates for that Distribution Certificates for that Distribution that Distribution Date at the Group
Date at the Group I Net Rate. Date at the Group I Net Rate. I Net Rate.
"Subaccount MF-1": The Subaccount "Subaccount MF-2": The Subaccount "Subaccount BF-1": The Subaccount
by that name created pursuant to by that name created pursuant to by that name created pursuant to
Section 5.03(a)(i) hereof. Section 5.03(a)(i) hereof. Section 5.03(a)(i) hereof.
"BF-2 Balance" : The Balance of "BF-3 Balance" : The Balance of
Subaccount BF-2. Subaccount BF-3.
"BF-2 Monthly Interest Amount": "BF-3 Monthly Interest Amount":
With respect to any Distribution With respect to any Distribution
Date, the interest accrued on the Date, the interest accrued on the
BF-2 Balance during the Accrual BF-3 Balance during the Accrual
Period for the Class BF-2 Period for the Class BF-3
Certificates for that Distribution Certificates for that Distribution
Date at the Group I Net Rate. Date at the Group I Net Rate.
"Subaccount BF-2": The Subaccount "Subaccount BF-3": The Subaccount
by that name created pursuant to by that name created pursuant to
Section 5.03(a)(i) hereof. Section 5.03(a)(i) hereof.
Group II:
"AV-1 Balance" : The Balance of the Subaccount AV-1.
"AV-1 Monthly Interest Amount": With respect to any
Distribution Date, the interest accrued on the AV-1
Balance during the Accrual Period for the Class AV-1
Certificates for that Distribution Date at the Group II
Net Rate.
"Subaccount AV-1": The Subaccount by that name
created pursuant to Section 5.03(a)(i) hereof.
"MV-1 Balance" : The Balance of Subaccount MV-1. "MV-2 Balance" : The Balance of Subaccount MV-2.
"MV-1 Monthly Interest Amount": With respect to any "MV-2 Monthly Interest Amounts": With respect to
Distribution Date, the interest accrued on the MV-1 any Distribution Date, the interest accrued on the MV-2
Balance during the Accrual Period for the Class MV-1 Balance during the Accrual Period for the Class MV-2
Certificates for that Distribution Date at the Group II Certificates for that Distribution Date at the Group II
Net Rate. Net Rate.
"Subaccount MV-1": The Subaccount by that name "Subaccount MV-2": The Subaccount by that name
created pursuant to Section 5.03(a)(i) hereof. created pursuant to Section 5.03(a)(i) hereof.
"BV-1 Balance": The Balance of "BV-2 Balance": The Balance of "BV-3 Balance": The Balance of
Subaccount BV-1. Subaccount BV-2. Subaccount BV-3.
"BV-1 Monthly Interest Amount": "BV-2 Monthly Interest Amount": "BV-3 Monthly Interest Amount":
With respect to any Distribution With respect to any Distribution With respect to any Distribution
Date, the interest accrued on the Date, the interest accrued on the Date, the interest accrued on the
BV-1 Balance during the Accrual BV-2 Balance during the Accrual BV-3 Balance during the Accrual
Period for the Class BV-1 Period for the Class BV-2 Period for the Class BV-3
Certificates for that Distribution Certificates for that Distribution Certificates for that Distribution
Date at the Group II Net Rate. Date at the Group II Net Rate. Date at the Group II Net Rate.
"Subaccount BV-1": The "Subaccount BV-2": The "Subaccount BV-3": The
Subaccount by that name created Subaccount by that name created Subaccount by that name created
pursuant to Section 5.03(a)(i) hereof. pursuant to Section 5.03(a)(i) pursuant to Section 5.03(a)(i)
hereof. hereof.
hereof. hereof.
</TABLE>
"Tax Matters Person": Chase Bank of Texas, National Association, a
national banking association, and its successors and assigns in its capacity as
Trustee.
"Telerate Page 3750" the display page currently so designated on the
Dow Jones Telerate Service (or such other page as may replace that page on that
service for the purpose of displaying comparable rates or prices).
"Trust Estate": As defined in Section 2.01 hereof.
"Trustee": Chase Bank of Texas, National Association, a national
banking association, its successor in interest or any successor trustee
appointed in accordance with the Trust Agreement.
"Trustee Fee": The fee payable monthly to the Trustee by the Master
Servicer.
"Underwriters": Morgan Stanley & Co. Incorporated, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc. and Prudential
Securities Incorporated.
"Underwriting Agreement": The Underwriting Agreement dated September
25, 1998, between the Depositor and SMI and the Underwriters.
ARTICLE II
FORMATION OF TRUST; CONVEYANCE OF MORTGAGE LOANS
Section 2.01. Conveyance of Mortgage Loans
To provide for the distribution of the principal of and interest on the
Certificates in accordance with their terms, the distribution of all other sums
distributable under the Trust Agreement with respect to the Certificates and the
performance of the covenants contained in the Trust Agreement, the Depositor
hereby bargains, sells, conveys, assigns and transfers to the Trustee, in trust,
without recourse and for the exclusive benefit of the Certificateholders as
their interests may appear, all the Depositor's right, title and interest in and
to any and all benefits accruing to the Depositor from: (i) the Mortgage Loans
(except for any prepayment penalties payable at any time with respect thereto),
which the Depositor is causing to be delivered to the Trustee (or the Custodian)
herewith (and all Qualified Substitute Mortgage Loans (except for any prepayment
penalties payable at any time with respect thereto) substituted therefor as
provided by Section 2.03 of the Standard Terms and pursuant to the terms of the
Sales Agreement), together in each case with the related Trustee Mortgage Loan
Files and the Depositor's interest in any Collateral that secured a Mortgage
Loan but that is acquired by foreclosure or deed-in-lieu of foreclosure after
the Closing Date, and all Monthly Payments due after the Cut-Off Date and all
curtailments or other principal prepayments received with respect to the
Mortgage Loans paid by the Borrower after the Cut-Off Date (except for any
prepayments received after the Cut-Off Date but reflected in the aggregate
Scheduled Principal Balance of the Mortgage Loans as of the Cut-Off Date) and
proceeds of the conversion, voluntary or involuntary, of the foregoing; (ii) the
Servicing Agreement; (iii) the Sales Agreement, except that the Depositor does
not assign to the Trustee any of its rights under Sections 9 and 12 of the Sales
Agreement; (iv) the Asset Proceeds Account and the Distribution Account, whether
in the form of cash, instruments, securities or other properties; and (v) all
proceeds of any of the foregoing (including, but not limited to, all proceeds of
any mortgage insurance, hazard insurance, or title insurance policy relating to
the Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, chattel paper, checks, deposit accounts, rights to payment of any
and every kind, and other forms of obligations and, which at any time constitute
all or part or are included in the proceeds of any of the foregoing) to pay the
Certificates as specified herein (items (i) through (v) above, collectively, the
"Trust Estate").
The Depositor hereby assigns to the Master Servicer all right, title
and interest of the Depositor in and to (i) the Interest Fund and all amounts as
are deposited and maintained therein from time to time pursuant to the Trust
Agreement and (ii) all proceeds of the foregoing of every kind and nature
whatsoever, including, but not limited to, proceeds of proceeds and the
conversion, voluntary or involuntary, of any of the foregoing into cash or other
liquidated property. The Master Servicer hereby pledges to the Trust and grants
to the Trustee, on behalf of the Certificateholders, a first priority security
interest in and to (i) the Interest Fund and all amounts as are deposited and
maintained therein from time to time pursuant to the Trust Agreement, excluding,
however, any earnings thereon, which are payable to Meritech, and (ii) all
proceeds of the foregoing of every kind and nature whatsoever, including, but
not limited to, proceeds of proceeds and the conversion, voluntary or
involuntary, of any of the foregoing into cash or other liquidated property in
trust, subject to the limitation set forth above with respect to earnings, to
have and to hold in trust to secure the Certificates. The Trustee acknowledges
this grant and agrees to hold the pledged property in accordance with the terms
hereof.
The Trustee acknowledges the sales, assignments and pledges created by
the foregoing paragraphs, accepts the trust hereunder in accordance with the
provisions hereof and agrees to perform the duties set forth herein or required
by the Standard Terms to the end that the interests of the Certificateholders
may be adequately and effectively protected in accordance with the terms and
conditions of this Agreement.
By its execution of this Agreement, the Trustee acknowledges and
declares that it holds and will hold or has agreed to hold all documents
delivered to it from time to time with respect to the Mortgage Loans and all
assets included in the Trust Estate in trust for the exclusive use and benefit
of all present and future Certificateholders.
ARTICLE III
REMITTING TO CERTIFICATEHOLDERS
Section 3.01. Subaccount Distributions.
On each Distribution Date, the Trustee shall make the following
allocations, disbursements and transfers from the Asset Proceeds Account to the
Distribution Account, which shall be an Eligible Account, in the following order
of priority:
(a) from the Group I Interest Funds to Subaccounts AF-1, AF-2,
AF-3, AF-4, AF-5, AF-6, MF-1, MF-2, BF-1, BF-2 and BF-3, pro
rata, the AF-1, AF-2, AF-3, AF-4, AF-5, AF-6, MF-1, MF-2,
BF-1, BF-2 and BF-3 Monthly Interest Amounts;
(b) from the Group II Interest Funds to Subaccounts AV-1, MV-1,
MV-2, BV-1, BV-2 and BV-3, pro rata, the AV-1, MV-1, MV-2,
BV-1, BV-2 and BV-3 Monthly Interest Amounts;
(c) from the Group I Principal Funds:
(A) to Subaccount AF-1 until the AF-1 Balance is
reduced to zero;
(B) to Subaccount AF-2 until the AF-2 Balance is
reduced to zero;
(C) to Subaccount AF-3 until the AF-3 Balance is
reduced to zero;
(D) to Subaccount AF-4 until the AF-4 Balance is
reduced to zero;
(E) to Subaccount AF-5 until the AF-5 Balance is
reduced to zero;
(F) to Subaccount AF-6 until the AF-6 Balance is
reduced to zero;
(G) to Subaccount MF-1 until the MF-1 Balance is
reduced to zero;
(H) to Subaccount MF-2 until the MF-2 Balance is
reduced to zero;
(I) to Subaccount BF-1 until the BF-1 Balance is
reduced to zero;
(J) to Subaccount BF-2 until the BF-2 Balance is
reduced to zero; and
(K) to Subaccount BF-3 until the BF-3 Balance is
reduced to zero;
provided, however, that (a) such Balances shall be reduced and
increased in the same order and manner that the Class of
Certificates having the corresponding class designation is
increased or decreased; and
(d) from the Group II Principal Funds:
(A) to Subaccount AV-1 until the AV-1 Balance is
reduced to zero;
(B) to Subaccount MV-1 until the MV-1 Balance is
reduced to zero;
(C) to Subaccount MV-2 until the MV-2 Balance is
reduced to zero;
(D) to Subaccount BV-1 until the BV-1 Balance is
reduced to zero;
(E) to Subaccount BV-2 until the BV-2 Balance is
reduced to zero; and
(F) to Subaccount BV-3 until the BV-3 Balance is
reduced to zero;
provided, however, that (a) such Balances shall be reduced and
increased in the same order and manner that the Class of
Certificates having the corresponding class designation is
increased or decreased.
Section 3.02. Certificate Distributions.
(a) On each Distribution Date, the Trustee shall make the following
allocations from the Distribution Account of an amount equal to the Group I
Interest Funds in the following order of priority, and each such allocation
shall be made only after all preceding allocations have been made until such
amount shall have been fully allocated for such Distribution Date:
(i) to the Group I Class A Certificates, the Current
Interest and any Interest Carry Forward Amount for
the Group I Class A Certificates; provided, however,
if such amount is not sufficient to make a full
distribution of the Current Interest and any Interest
Carry Forward Amount with respect to all the Group I
Class A Certificates, such amount will be distributed
pro rata among each Class of the Group I Class A
Certificates based on the ratio of (x) the Current
Interest and Interest Carry Forward Amount for each
Class of the Group I Class A Certificates to (y) the
total amount of Current Interest and any Interest
Carry Forward Amount for the Group I Class A
Certificates;
(ii) to the Class MF-1 Certificates, the Class MF-1
Current Interest;
(iii) to the Class MF-2 Certificates, the Class MF-2
Current Interest;
(iv) to the Class BF-1 Certificates, the Class BF-1
Current Interest;
(v) to the Class BF-2 Certificates, the Class BF-2
Current Interest;
(vi) to the Class BF-3 Certificates, the Class BF-3
Current Interest; and
(vii) any remainder pursuant to Section 3.02(e) hereof.
(b) On each Distribution Date, the Trustee shall make the
following allocations from the Distribution Account of an amount equal to the
Group II Interest Funds in the following order of priority, and each such
allocation shall be made only after all preceding allocations shall have been
made until such amount shall have been fully allocated for such Distribution
Date:
(i) to the Group II Class A Certificates, the Current
Interest and any Interest Carry Forward Amount for
the Group II Class A Certificates; provided, however,
if such amount is not sufficient to make a full
distribution of the Current Interest and any Interest
Carry Forward Amount with respect to all the Group II
Class A Certificates, such amount will be distributed
pro rata among each Class of the Group II Class A
Certificates based on the ratio of (x) the Current
Interest and Interest Carry Forward Amount for each
Class of the Group II Class A Certificates to (y) the
total amount of Current Interest and any Interest
Carry Forward Amount for the Group II Class A
Certificates;
(ii) to the Class MV-1 Certificates, the Class MV-1
Current Interest;
(iii) to the Class MV-2 Certificates, the Class MV-2
Current Interest;
(iv) to the Class BV-1 Certificates, the Class BV-1
Current Interest;
(v) to the Class BV-2 Certificates; the Class BV-2
Current Interest;
(vi) to the Class BV-3 Certificates; the Class BV-3
Current Interest; and
(vii) any remainder pursuant to Section 3.02(f) hereof.
(c) On each Distribution Date, the Trustee shall make the
following allocations from the Distribution Account of an amount equal to the
Group I Principal Distribution Amount in the following order of priority, and
each such allocation shall be made only after all preceding allocations shall
have been made until such amount shall have been fully allocated for such
Distribution Date:
(i) to the Group I Class A Certificates, the Group I
Class A Principal Distribution Amount to be
distributed as follows: (x) the Class AF-6 Principal
Distribution Amount to the Class AF-6 Certificates;
and (y) the balance of the Group I Class A Principal
Distribution Amount sequentially to the Class AF-1,
Class AF-2, Class AF-3, Class AF-4, Class AF-5 and
Class AF-6 Certificates so that no such distribution
pursuant to this clause (y) will be made to any such
Class until the Certificate Principal Balances of all
Group I Class A Certificates with a lower numeral
designation shall have been reduced to zero;
provided, however, that, on any Distribution Date on
which the Group I Class A Certificate Principal
Balance is equal to or greater than the Scheduled
Principal Balances of Group I, the Group I Class A
Principal Distribution Amount will be distributed pro
rata and not sequentially to the Group I Class A
Certificates;
(ii) to the Class MF-1 Certificates, the Group I Class
MF-1 Principal Distribution Amount, until the
Certificate Principal Balance thereof has been
reduced to zero;
(iii) to the Class MF-2 Certificates, the Group I Class
MF-2 Principal Distribution Amount, until the
Certificate Principal Balance thereof has been
reduced to zero;
(iv) to the Class BF-1 Certificates, the Group I Class
BF-1 Principal Distribution Amount, until the
Certificate Principal Balance thereof has been
reduced to zero;
(v) to the Class BF-2 Certificates, the Group I Class
BF-2 Principal Distribution Amount, until the
Certificate Principal Balance thereof has been
reduced to zero; and
(vi) to the Class BF-3 Certificates, the Group I Class
BF-3 Principal Distribution Amount, until the
Certificate Principal Balance thereof has been
reduced to zero;
provided, however, that, (i) if a Group I Trigger Event is in effect on any
Distribution Date: (a) after the Certificate Principal Balance of the Group I
Class A Certificates has been reduced to zero, the Class MF-1 Principal
Distribution Amount shall equal the Group I Principal Distribution Amount for
such Distribution Date; (b) after the Certificate Principal Balance of the Class
MF-1 Certificates has been reduced to zero, the Class MF-2 Principal
Distribution Amount shall equal the Group I Principal Distribution Amount for
such Distribution Date; (c) after the Certificate Principal Balance of the Class
MF-2 Certificates has been reduced to zero, the Class BF-1 Principal
Distribution Amount shall equal the Group I Principal Distribution Amount; (d)
after the Certificate Principal Balance of the Class BF-1 Certificates has been
reduced to zero, the Class BF-2 Principal Distribution Amount shall equal the
Group I Principal Distribution Amount and (e) after the Certificate Principal
Balance of the Class BF-2 Certificates has been reduced to zero, the Class BF-3
Principal Distribution Amount shall equal the Group I Principal Distribution
Amount; and (ii)(a) if the Group I Class A Certificate Principal Balance has
been reduced to zero before October 2001, the Class MF-1 Principal Distribution
Amount shall equal the Group I Principal Distribution Amount until the
Distribution Date in October 2001 (or until the Class MF-1 Certificate Principal
Balance has been reduced to zero); (b) if the Class MF-1 Certificate Principal
Balance has been reduced to zero before October 2001, the Class MF-2 Principal
Distribution Amount shall equal the Group I Principal Distribution Amount until
the Distribution Date in October 2001 (or until the Class MF-2 Certificate
Principal Balance has been reduced to zero); (c) if the Class MF-2 Certificate
Principal Balance has been reduced to zero before October 2001, the Class BF-1
Principal Distribution Amount shall equal the Group I Principal Distribution
Amount until the Distribution Date in October 2001 (or until the Class BF-1
Certificate Principal Balance has been reduced to zero; and (d) if the Class
BF-1 Certificate Principal Balance has been reduced to zero before October 2001,
the Class BF-2 Principal Distribution Amount shall equal to the Group Principal
Distribution Amount until the Distribution Date in October 2001 (or until the
Class BF-2 Certificate Principal Balance has been reduced to zero).
(d) On each Distribution Date, the Trustee shall make the following
allocations from the Distribution Account of an amount equal to the Group II
Principal Distribution Amount in the following order of priority, and each such
allocation shall be made only after all preceding allocations shall have been
made until such amount shall have been fully allocated for such Distribution
Date:
(i) to the Group II Class A Certificates, the Group II
Class A Principal Distribution Amount;
(ii) to the Class MV-1 Certificates, the Group II Class
MV-1 Principal Distribution Amount, until the
Certificate Principal Balance thereof has been
reduced to zero;
(iii) to the Class MV-2 Certificates, the Group II Class
MV-2 Principal Distribution Amount, until the
Certificate Principal Balance thereof has been
reduced to zero;
(iv) to the Class BV-1 Certificates, the Group II Class
BV-1 Principal Distribution Amount, until the
Certificate Principal Balance thereof has been
reduced to zero;
(v) to the Class BV-2 Certificates, the Group II Class
BV-2 Principal Distribution Amount, until the
Certificate Principal Balance thereof has been
reduced to zero; and
(vi) to the Class BV-3 Certificates, the Group II Class
BV-3 Principal Distribution Amount, until the
Certificate Principal Balance thereof has been
reduced to zero;
provided, however, that, (i) if a Group II Trigger Event is in effect on any
Distribution Date: (a) after the Certificate Principal Balance of the Group II
Class A Certificates has been reduced to zero, the Group II Class MV-1 Principal
Distribution Amount shall equal the Group II Principal Distribution Amount for
such Distribution Date; (b) after the Certificate Principal Balance of the Class
MV-1 Certificates has been reduced to zero, the Class MV-2 Principal
Distribution Amount shall equal the Group II Principal Distribution Amount for
such Distribution Date; (c) after the Certificate Principal Balance of the Class
MV-2 Certificates has been reduced to zero, the Class BV-1 Principal
Distribution Amount shall equal the Group II Principal Distribution Amount for
such Distribution Date; and (d) after the Certificate Principal Balance of the
Class BV-1 Certificates has been reduced to zero, the Class BV-2 Principal
Distribution Amount shall equal the Group II Principal Distribution Amount for
such Distribution Date; and (ii)(a) if the Group II Class A Certificate
Principal Balance has been reduced to zero before October 2001, the Class MV-1
Principal Distribution Amount shall equal the Group II Principal Distribution
Amount until the Distribution Date in October 2001 (or until the Class MV-1
Certificate Principal Balance has been reduced to zero); and (e) after the
Certificate Principal Balance of the Class BV-2 Certificates has been reduced to
zero, the Class BV-3 Principal Distribution Amount shall equal the Group II
Principal Distribution Amount; (b) if the Class MV-1 Certificate Principal
Balance has been reduced to zero before October 2001, the Class MV-2 Principal
Distribution Amount shall equal the Group II Principal Distribution Amount until
the Distribution Date in October 2001 (or until the Class MV-2 Certificate
Principal Amount has been reduced to zero); (c) if the Class MV-2 Certificate
Principal Balance has been reduced to zero before October 2001, the Class BV-1
Principal Distribution Amount shall equal the Group II Principal Distribution
Amount until the Distribution Date in October 2001 (or until the Class BV-1
Certificate Principal Amount has been reduced to zero); and (d) if the Class
BV-1 Certificate Principal Balance has been reduced to zero before October 2001,
the Class BV-2 Principal Distribution Amount shall equal the Group II Principal
Distribution Amount under the Distribution Date in October 2001 (or until the
Class BV-2 Certificate Principal Amount has been reduced to zero).
(e) On each Distribution Date, the Trustee shall make the following
allocations from the Distribution Account of the remainders pursuant to Section
3.02(a)(vii) hereof and, to the extent required to make the allocations set
forth below in clauses (i) through (vi) of this Section 3.02(e), Section
3.02(f)(vii) hereof in the following order of priority, and each such allocation
shall be made only after all preceding allocations shall have been made until
such remainders shall have been fully allocated:
(i) the Group I Extra Principal Distribution Amount;
(ii) to the Class MF-1 Certificates, the Class MF-1
Interest Carry Forward Amount;
(iii) to the Class MF-2 Certificates, the Class MF-2
Interest Carry Forward Amount;
(iv) to the Class BF-1 Certificates, the Class BF-1
Interest Carry Forward Amount;
(v) to the Class BF-2 Certificates, the Class BF-2
Interest Carry Forward Amount;
(vi) to the Class BF-3 Certificates, the Class BF-3
Interest Carry Forward Amount;
(vii) to the extent required to make the allocations set
forth in clauses (i) through (vi) of Section 3.02(f)
hereof, pursuant to Section 3.02(f) hereof; and
(viii) the remainder pursuant to Section 3.02(g) hereof.
(f) On each Distribution Date, the Trustee shall make the following
allocations from the Distribution Account of the remainders pursuant to Section
3.02(b)(vii) hereof and, to the extent required to make the allocations set
forth below in clauses (i) through (vi) of this Section 3.02(f), Section
3.02(e)(vii) hereof in the following order of priority, and each such allocation
shall be made only after all preceding allocations shall have been made until
such remainders have been fully allocated:
(i) the Group II Extra Principal Distribution Amount;
(ii) to the Class MV-1 Certificates, the Class MV-1
Interest Carry Forward Amount;
(iii) to the Class MV-2 Certificates, the Class MV-2
Interest Carry Forward Amount;
(iv) to the Class BV-1 Certificates, the Class BV-1
Interest Carry Forward Amount;
(v) to the Class BV-2 Certificates, the Class BV-2
Interest Carry Forward Amount;
(vi) to the Class BV-3 Certificates, the Class BV-3
Interest Carry Forward Amount;
(vii) to the extent required to make the allocations set
forth in clauses (i) through (vi) of Section 3.02(e)
hereof, pursuant to Section 3.02(e) hereof;
(viii) on any Distribution Date on or before the last
Distribution Date with respect to the Class AV-1
Certificates, to the Class AV-1 Certificates, the
Class AV-1 Certificates Carryover;
(ix) on any Distribution Date on or before the last
Distribution Date with respect to the Class MV-1
Certificates, to the Class MV-1 Certificates, the
Class MV-1 Certificates Carryover;
(x) on any Distribution Date on or before the last
Distribution Date with respect to the Class MV-2
Certificates, to the Class MV-2 Certificates, the
Class MV-2 Certificates Carryover;
(xi) on any Distribution Date on or before the last
Distribution Date with respect to the Class BV-1
Certificates, to the Class BV-1 Certificates, the
Class BV-1 Certificates Carryover;
(xii) on any Distribution Date on or before the last
Distribution Date with respect to the Class BV-2
Certificates, the Class BV-2 Certificates Carryover;
(xiii) on any Distribution Date on or before the last
Distribution Date with respect to the Class BV-3
Certificates, the Class BV-3 Certificates Carryover;
and
(xiv) the remainder pursuant to Section 3.02(g) hereof.
(g) On each Distribution Date, the Trustee shall make the following
allocations from the Distribution Account of the remainders pursuant to Section
3.02(e)(viii) and (f)(xiv) hereof in the following order of priority, and each
such allocation shall be made only after the preceding allocations shall have
been made until such remainders have been fully allocated:
(i) to the Class C Certificates, the Class C Distribution
Amount; and
(ii) to the Class R Certificates, the remainder.
(h) On each Distribution Date, the Trustee shall allocate any excess of
the Group I Certificate Principal Balance over the Schedule Principal Balances
of Group I to reduce the Certificate Principal Balances of the Group I
Subordinated Certificates in the following order of priority:
(i) to the Class BF-3 Certificates until the Class BF-3
Certificate Principal Balance is reduced to zero;
(ii) to the Class BF-2 Certificates until the Class BF-2
Certificate Principal Balance is reduced to zero;
(iii) to the Class BF-1 Certificates until the Class BF-1
Certificate Principal Balance is reduced to zero;
(iv) to the Class MF-2 Certificates until the Class MF-2
Certificate Principal Balance is reduced to zero; and
(v) to the Class MF-1 Certificates until the Class MF-1
Certificate Principal Balance is reduced to zero.
(i) On each Distribution Date, the Trustee shall allocate any excess of
the Group II Certificate Principal Balance over the Scheduled Principal Balances
of Group II to reduce the Certificate Principal Balances of the Group II
Subordinated Certificates in the following order of priority:
(i) to the Class BV-3 Certificates until the Class BV-3
Certificate Principal Balance is reduced to zero;
(ii) to the Class BV-2 Certificates until the Class BV-2
Certificate Principal Balance is reduced to zero;
(iii) to the Class BV-1 Certificates until the Class BV-1
Certificate Principal Balance is reduced to zero;
(iv) to the Class MV-2 Certificates until the Class MV-2
Certificate Principal Balance is reduced to zero; and
(v) to the Class MV-1 Certificates until the Class MV-1
Certificate Principal Balance is reduced to zero.
(j) On each Distribution Date, the Trustee shall allocate an amount
equal to the Group I Extra Principal Distribution Amount for such Distribution
Date as an increase in the Certificate Principal Balances of the Group I
Subordinated Certificates in the following order of priority:
(i) to the Class MF-1 Certificates in an amount up to the
Class MF-1 Unpaid Realized Loss Amount;
(ii) to the Class MF-2 Certificates in an amount up to the
Class MF-2 Unpaid Realized Loss Amount;
(iii) to the Class BF-1 Certificates in an amount up to the
Class BF-1 Unpaid Realized Loss Amount;
(iv) to the Class BF-2 Certificates in an amount up to the
Class BF-2 Unpaid Realized Loss Amount; and
(v) to the Class BF-3 Certificates in an amount up to the
Class BF-3 Unpaid Realized Loss Amount.
(k) On each Distribution Date, the Trustee shall allocate an amount
equal to the Group II Extra Principal Distribution Amount for such Distribution
Date as an increase in the Certificate Principal Balances of the Group II
Subordinated Certificates in the following order of priority:
(i) to the Class MV-1 Certificates in an amount up to
the Class MV-1 Unpaid Realized Loss Amount;
(ii) to the Class MV-2 Certificates in an amount up
to the Class MV-2 Unpaid Realized Loss Amount;
(iii) to the Class BV-1 Certificates in an amount up
to the Class BV-1 Unpaid Realized Loss Amount;
(iv) to the Class BV-2 Certificates in an amount up
to the Class BV-2 Unpaid Realized Loss Amount; and
(v) to the Class BV-3 Certificates in an amount up to
the Class BV-3 Unpaid Realized Loss Amount.
Section 3.03. Reports to the Depositor. On or before the Business Day
preceding each Distribution Date, based on information provided by the Servicer,
the Master Servicer shall notify the Depositor and the Trustee of the following
information with respect to the next Distribution Date (which notification may
be given by facsimile, or by telephone promptly confirmed in writing):
(a) the aggregate amount then on deposit in the Asset Proceeds
Account and the source thereof (identified as interest, scheduled
principal or unscheduled principal);
(b) the amount of any Realized Losses, Applied Realized Loss
Amounts and Unpaid Realized Loss Amounts;
(c) the application of the amounts described in clauses (a)
and (b) on such Distribution Date in accordance with Section 3.02
hereof; and
(d) whether a Group I or Group II Trigger Event or a Group I
or Group II Subordinated Trigger Event has occurred.
Section 3.04. Reports by Master Servicer.
(a) On each Distribution Date, based on information provided by the
Servicer, the Master Servicer shall report in writing to the Depositor (in hard
copy), each Holder of a Certificate, the Underwriters and the Trustee and their
designees (designated in writing to the Master Servicer) and the Rating
Agencies:
(i) with respect to each Class of Certificates (other than
Class C and Class R) (based on a Certificate in the original principal
amount of $1,000):
(a) the amount of the distributions on such
Distribution Date;
(b) the amount of such distribution allocable to
interest;
(c) the amount of such distributions allocable to
principal, separately identifying the aggregate amount of any
prepayments, Substitution Shortfalls, repurchase amounts
pursuant to Section 2.03 of the Standard Terms or other
recoveries of principal included therein and any Group I or
Group II Extra Principal Distribution Amount and any Class
MF-1, Class MF-2, Class BF-1, Class BF-2 and Class BF-3
Applied Realized Loss Amount with respect to, and any Class
MV-1, Class MV-2, Class BV-1, Class BV-2 and Class BV-3 Unpaid
Realized Loss Amount at, such Distribution Date;
(d) the principal balance after giving effect to any
distribution allocable to
principal; and
(e) any Class AF-1, Class AF-2, Class AF-3, Class
AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class
BF-1, Class BF-2 and Class BF-3 Interest Carry Forward Amount,
any Class AV-1, Class MV-1, Class MV-2, Class BV-1, Class BV-2
and Class BV-3 Interest Carry Forward Amount or any Class
AV-1, Class MV-1, Class MV-2, Class BV-1, Class BV-2 and Class
BV-3 Certificates Carryover ;
(ii) the Group I Net Rate and the Group II Net Rate;
(iii) the largest Mortgage Loan balance outstanding in each
Group;
(iv) the Servicing Fees and Master Servicing Fees allocable to
each Group;
(v) One-Month LIBOR on the most recent Interest Determination
Date; and
(vi) the Pass-Through Rates for the Group II Certificates for
the current Accrual Period and, if the Pass-Through Rates for any Class
of the Group I Certificates for the current Accrual Period is based on
the Group I Net Rate, the Pass-Through Rates for the Group I
Certificates with respect to which the Group I Net Rate applies.
(b) On each Distribution Date, based on information provided by the
Servicer, the Master Servicer will distribute to the Depositor, each Holder, the
Underwriters, the Rating Agencies and the Trustee, together with the information
described in subsection (a) preceding, the following information with respect to
each Mortgage Loan Group in hard copy:
(i) the number and aggregate principal balances of Mortgage
Loans in each Group (a) 30-59 days Delinquent, (b) 60-89 days
Delinquent and (c) 90 or more days Delinquent, as of the close of
business as of the end of the related prepayment period;
(ii) the percentage that each of the Scheduled Principal
Balances set forth pursuant to clauses (a), (b) and (c) of paragraph
(i) above represent with respect to all Mortgage Loans in each Group;
(iii) the number and Scheduled Principal Balance of all
Mortgage Loans in each Group in foreclosure proceedings as of the close
of business as of the end of the related Prepayment Period and in the
immediately preceding Prepayment Period;
(iv) the number of Mortgagors and the Scheduled Principal
Balances of Mortgage Loans in each Group involved in bankruptcy
proceedings as of the close of business as of the end of the related
Prepayment Period;
(v) the aggregate number and aggregate book value of any REO
Property in each Group as of the close of business as of the end of the
related Prepayment Period;
(vi) the number and amount by principal balance of 60+ Day
Delinquent Loans in each Group, in each case by Servicer and as of the
end of the related Prepayment Period.
(c) All allocations made by the Trustee shall be based on
information the Trustee receives from the Master Servicer which the Trustee
shall be protected in relying on.
(d) At the request of any Holder of any Private Certificate
and a prospective purchaser of a Private Certificate designated by any such
Holder, the Master Servicer on behalf of the Depositor will furnish to such
persons a copy of the Confidential Private Placement Memorandum dated September
25, 1998, prepared by the Depositor with respect to the private offering of such
Certificates and copies of the reports required to be furnished to
Certificateholders pursuant to Section 3.05 hereof for the preceding two years
(or such shorter period commencing September 1, 1998) pursuant to Section 5.05
of the Standard Terms.
ARTICLE IV
THE CERTIFICATES
Section 4.01. The Certificates.
The Certificates shall be designated generally as the Mortgage Loan
Asset Backed Certificates, Series 1998-3. The aggregate principal amount of
Certificates that may be executed and delivered under this Agreement is limited
to $495,189,000, except for Certificates executed and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Certificates pursuant to Sections 5.04 or 5.06 of the Standard Terms. The
following table sets forth the Classes of Certificates and the initial
Certificate Principal Balance for each such Class:
Initial Certificate
Principal Balance
Class
AF-1 $74,000,000
AF-2 $53,000,000
AF-3 $22,000,000
AF-4 $34,000,000
AF-5 $12,920,000
AF-6 $25,950,000
MF-1 $12,975,000
MF-2 $9,731,000
BF-1 $9,083,000
BF-2 $3,244,000
BF-3 $2,595,000
AV-1 $190,909,000
MV-1 $17,677,000
MV-2 $13,552,000
BV-1 $7,071,000
BV-2 $4,125,000
BV-3 $2,357,000
C (1)
R (2)
- ---------------------
(1)The Class C Certificates have no stated principal balance or Pass-Through
Rate and are entitled to receive the Class C Distribution Amount.
(2)The Class R Certificates have no stated principal balance or Pass-Through
Rate and are not entitled to any scheduled distributions of principal or
interest.
Section 4.02. Denominations.
The Book-Entry Certificates shall be registered as one or more
certificates in the name of the Clearing Agency or its nominee. Beneficial
interests in the Book-Entry Certificates shall be held by the Beneficial Owners
thereof through the book-entry facilities of the Clearing Agency as described
herein, in minimum denominations of $1,000 and integral multiples of $1,000 in
excess thereof. in the case of the Public Certificates and in denominations of
$250,000 and integral multiples of $1,000 in excess thereof in the case of the
Private Certificates. So long as the Private Certificates are Book-Entry
Certificates, each Person which becomes a Beneficial Owner of Private
Certificates will be deemed to make the representations and agreements set forth
in the form of Rule 144A Agreement-QIB Certification attached as Exhibit D to
the Standard Terms. and to indemnify the Depositor, the Trustee and the Master
Servicer against any liability that may result if any transfer of a Private
Certificate by such person is not exempt from registration under the Securities
Act and all applicable state securities laws or is not made in accordance with
such federal and state laws.The Class C and Class R Certificates shall be issued
in certificated, fully-registered form in minimum Percentage Interests of 25%
and integral multiples of 1% in excess thereof, except that two Class R
Certificates may be issued in different denominations.
.ection 4.03. Interest Fund
An Interest Fund shall be established by the Trustee. The Interest Fund
shall initially consist of cash in the amount of $- 0 - (of which $- 0 - is
allocated to Group I and $- 0 - is allocated to Group II). The Interest Fund
shall be an Eligible Account and, as soon as practicable after the Closing Date,
the Trustee shall invest any moneys on deposit in the Interest Fund in Permitted
Investments at the direction of the Master Servicer. On the Business Day
preceding the October 26 1998, Distribution Date, the Trustee shall withdraw the
entire amount from the Interest Fund (excluding any earnings thereon) and
deposit such amount into the Asset Proceeds Account. Such entire amount shall be
used to make distributions of interest on such Distribution Date and to cover
applicable administrative costs (which do not include the Servicing Fees)
relating to the Mortgage Loans listed on Schedule III. The Interest Fund shall
not be an asset of either of the REMICs. Any earnings on the Interest Fund shall
be payable on such date to Master Servicer.
.ection 4.04. Principal Fund
A Principal Fund shall be established by the Trustee. The Principal
Fund shall consist of cash in the amount of $602.33. The Principal Fund shall be
an Eligible Account and, as soon as practicable, after the Closing Date, the
Trustee shall invest any moneys on deposit in the Principal Fund in Permitted
Investments at the direction of the Master Servicer. On the Business Day
preceding the March 25, 1998 Distribution Date, the Trustee shall withdraw the
entire amount from the Principal Fund (excluding any earnings thereon) and
deposit such amount into the Asset Proceeds Account. Such entire amount shall be
used to make distributions of principal with respect to the Group I Certificates
on such Distribution Date. Any earnings on the Principal Fund shall be payable
on such date to the Master Servicer.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01. Request for Opinions.
(a) The Depositor and the Master Servicer hereby request and authorize
Arter & Hadden LLP, as their counsel in this transaction, to issue on behalf of
the Depositor and the Master Servicer such legal opinions to the Trustee and
each Rating Agency as may be (i) required by any and all documents, certificates
or agreements executed in connection with the Trust or (ii) requested by the
Trustee, any Rating Agency or their respective counsels.
(b) The Trustee hereby requests and authorizes its counsel to issue on
behalf of the Trustee such legal opinions to the Depositor, the Master Servicer,
and each Rating Agency as may be required by any and all documents, certificates
or agreements executed in connection with the establishment of the Trust and the
issuance of the Certificates.
Section 5.02. Form of Certificates; Schedules and Exhibits; Governing
Law.
(a) The Certificates shall be substantially in the respective forms set
forth in the Exhibits hereto. All Certificates shall be dated the date of their
execution.
(b) Each of the Schedules and Exhibits attached hereto or referenced
herein is incorporated herein by reference as contemplated by the Standard
Terms.
(c) In accordance with Section 11.04 of the Standard Terms, this
Agreement shall be construed in accordance with and governed by the laws of the
State, without regard to any conflicts of laws principles thereof.
(d) Notwithstanding Section 5.05(a) of the Standard Terms, the Class
BF-2, Class BF-3, Class BV-2, Class BV-3, Class C and Class R shall only be
transferable to a Qualified Institutional Buyer.
Section 5.03. REMIC Administration.
(a) Pooling REMIC. (i) The beneficial ownership of the Pooling REMIC
shall be evidenced by interests having the following terms:
Type of Interest
Pooling Interest Initial Subaccount Pass-Through For Purposes of
Designation Balance Rate REMIC Provisions
Group I
Subaccount AF-1 $74,000,000 (1) Regular
Subaccount AF-2 $53,000,000 (1) Regular
Subaccount AF-3 $22,000,000 (1) Regular
Subaccount AF-4 $34,000,000 (1) Regular
Subaccount AF-5 $12,920,000 (1) Regular
Subaccount AF-6 $25,950,000 (1) Regular
Subaccount MF-1 $12,975,000 (1) Regular
Subaccount MF-2 $9,731,000 (1) Regular
Subaccount BF-1 $9,083,000 (1) Regular
Subaccount BF-2 $3,244,000 (1) Regular
Subaccount BF-3 $2,595,000 (1) Regular
Group II
Subaccount AV-1 $190,909,000 (2) Regular
Subaccount MV-1 $17,677,000 (2) Regular
Subaccount MV-2 $13,552,000 (2) Regular
Subaccount BV-1 $7,071,000 (2) Regular
Subaccount BV-2 $4,125,000 (2) Regular
Subaccount BV-3 $2,357,000 (2) Regular
Subaccount R (3) (3) Residual
(1) On any Distribution Date, the Group I Net Rate.
(2) On any Distribution Date, the Group II Net Rate.
(3) Subaccount R is not issued with a Balance or a Pass-Through
Rate.
(ii) Subaccount R is the residual interest in the Pooling
REMIC and shall be issued in fully registered certificate form as part
of the Class R Certificate. All other Subaccounts shall be deemed
issued as non-certificated interests and shall constitute assets of the
Issuing REMIC.
(iii) The assets of the Pooling REMIC are the Mortgage Loans
and the Asset Proceeds Account.
(iv) On each Distribution Date, amounts in the Asset Proceeds
Account will be distributed as provided in Section 3.01 hereof.
(b) Issuing REMIC. (i) The beneficial ownership of the Issuing REMIC
shall be evidenced as set forth in Section 4.01 hereof; the Class AF-1, Class
AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2,
Class BF-1, Class BF-2 and Class BF-3, Class AV-1, Class MV-1, Class MV-2, Class
BV-1, Class BV-2 and Class BV-3 Certificates and each of the separate
interest-only rights making up the Class C Distribution Amount are Regular
Interests in the Issuing REMIC. The Class R Certificates are the residual
interest in the Issuing REMIC.
(ii) The assets of the Issuing REMIC are the Subaccounts in
the Pooling REMIC other than Subaccount R and the Distribution Account.
(iii) On each Distribution Date, amounts in the Distribution
Account will be distributed as provided in Section 3.02 hereof.
(c) General.
(i) The Closing Date is designated as the "start up" day of
the Pooling REMIC and Issuing REMIC.
(ii) The Trustee shall make elections to treat the Pooling
REMIC and the Issuing REMIC as REMICs under the Code.
(d) The "latest possible maturity date" for purposes of the REMIC
regulations and each REMIC established hereby is September 25, 2031.
Section 5.04. Optional Termination.
(a) On any Master Servicer Remittance Date on or after the Initial
Optional Termination Date, the Master Servicer may determine to purchase and may
cause the purchase from the Trust of all (but not fewer than all) Mortgage Loans
and all property theretofore acquired in respect of any Mortgage Loan by
foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the
Trust Estate at a price equal to 100% of the aggregate Scheduled Principal
Balances of the Mortgage Loans (including any REO Property) as of the day of
purchase minus amounts remitted from the Master Servicer Custodial Account to
the Asset Proceeds Account representing collections of principal on the Mortgage
Loans during the current Remittance Period, plus one month's interest on such
amount, plus in all cases all accrued and unpaid Servicing Fees and Master
Servicing Fees plus the aggregate amount of any unreimbursed Advances and any
Advances which the Servicer or the Master Servicer has theretofore failed to
remit; but in any event such purchase amount shall be sufficient to retire all
Group I and Group II Certificates in full. In connection with such purchase, the
Master Servicer shall remit to the Trustee all amounts then on deposit in the
Master Servicer Custodial Account for deposit to the Asset Proceeds Account,
which deposit shall be deemed to have occurred immediately preceding such
purchase.
(b) The Master Servicer shall direct the Trustee to adopt and the
Trustee shall adopt, as to the REMIC, a plan of complete liquidation as
contemplated by Section 860F(a)(4) of the Code and as prepared by the Master
Servicer, and shall provide to the Trustee an Opinion of Counsel experienced in
federal income tax matters acceptable to the Trustee to the effect that such
purchase and liquidation constitutes, as to the REMIC, a Qualified Liquidation.
In addition, the Master Servicer shall provide to the Trustee an Opinion of
Counsel acceptable to the Trustee to the effect that such purchase and
liquidation does not constitute a preference payment pursuant to the United
States Bankruptcy Code.
(c) Promptly following any purchase described in this Section 5.04, the
Trustee will release the Trustee Mortgage Loan File to the Master Servicer or
otherwise upon its order.
Section 5.05. Master Servicer; Certificate Registrar and Paying Agent
(a) Saxon Mortgage, Inc. is hereby appointed as Master Servicer
hereunder.
(b) Chase Bank of Texas, National Association is hereby appointed as
Certificate Registrar and Paying Agent.
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee
have caused this Agreement to be duly executed by their respective officers
thereunto duly authorized and their respective signatures duly attested all as
of September 1, 1998.
SAXON ASSET SECURITIES COMPANY
By: ____________________________________
Bradley D. Adams, Vice President
SAXON MORTGAGE, INC.
as Master Servicer
By: __________________________________________
Charles E. Coudriet, President
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
as Trustee
By: _________________________________
Lila R. Garlin, Vice President
<PAGE>
COMMONWEALTH OF VIRGINIA )
) ss.:
COUNTY OF HENRICO )
The foregoing instrument was acknowledged before me September 29, 1998,
by Bradley D. Adams, a Vice President of Saxon Asset Securities Company, a
Virginia corporation, on behalf of the corporation.
-----------------------------------
Notary Public
My Commission expires:
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
The foregoing instrument was acknowledged before me on September
29, 1998, by Charles E. Coudriet, a President of Saxon Mortgage, Inc., a
Virginia corporation, on behalf of the corporation.
-------------------------------
Notary Public
My Commission expires:
<PAGE>
CITY OF WASHINGTION )
) ss.:
DISTRICT OF COLUMBIA )
The foregoing instrument was acknowledged before me September 29,
1998, by Lila R. Garlin, a Vice President of Chase Bank of Texas, National
Association, a national banking association, on behalf of the bank.
-------------------------------
Notary Public
My Commission expires:
<PAGE>
Schedule I
Mortgage Loans
A. Group I Mortgage Loans.
B. Group II Mortgage Loans.
<PAGE>
Schedule II
Sales Agreement
<PAGE>
Schedule III
Mortgage Loans for which first payment to the Trust will
be after September 1, 1998
