----------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
June 17, 1998
American Residential Eagle, Inc.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-47311 33-0787975
- ---------------------------- ------------ -------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
445 Marine View
Avenue, Suite 100
Del Mar, California 92014
- ------------------------------------------------------------------------------
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (619) 359-6082
No Change
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
------------
A. The Registrant registered issuances of American Residential Eagle,
Inc. Mortgage-Backed Securities (including Collateralized Mortgage Bonds and
Mortgage-Backed Certificates) on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, as amended (the "Act"), by a
Registration Statement on Form S-3/S-11 (Registration File No. 333-47311) (the
"Registration Statement"). Pursuant to the Registration Statement, the
Registrant issued $422,092,000 in aggregate principal amount of Class A-1,
ClassA-2 and Class M-1 of its American Residential Eagle Certificate Trust
1998-1 Mortgage-Backed Callable Certificates, Series 1998-1 (the "Registered
Certificates") on June 17, 1998. This Current Report on Form 8-K is being
filed to satisfy an undertaking, contained in the definitive Prospectus dated
June 5, 1998, as supplemented by the Prospectus Supplement dated June 15, 1998
(the "Prospectus Supplement"), to file a copy of (i) the Trust Agreement (as
defined below) and other operative agreements executed in connection with the
issuance of the Registered Certificates, a form of which, in certain cases,
was filed as an exhibit to the Registration Statement and (ii) the final
Mortgage Pool underlying the Certificates.
The Registered Certificates, together with certain privately offered
certificates of the same series (collectively, the "Certificates"), were
issued pursuant to a Trust Agreement (the "Trust Agreement"), attached hereto
as Exhibit 4.1, dated as of June 1, 1998, among American Residential Eagle,
-----------
Inc., as Depositor, Norwest Bank Minnesota, National Association, as Master
Servicer and First Union National Bank, as Trustee. The Registered
Certificates consist of the following classes: Class A-1, Class A-2 and Class
M-1. The Certificates evidence all the beneficial ownership interest in a
trust fund that consists of a single Collaterized Callable Mortgage Bond (the
"Underlying Bond") issued by American Residential Eagle Bond Trust 1998-1. The
Underlying Bond is secured by a pool of conventional, adjustable rate mortgage
loans secured by first liens on one-to four-family residential properties with
an aggregate outstanding principal balance of $463,075,879.91 as of May 1,
1998, together with certain other assets. Capitalized terms used herein and
not otherwise defined shall have the meanings assigned to them in the Trust
Agreement.
Item 7. Financial Statements; PRO FORMA Financial Information and
Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
1.1 Underwriting Agreement, dated as of June 11, 1998,
among American Residential Eagle, Inc., American
Residential Investment Trust, Inc. ("AmREIT") and Lehman
Brothers Inc.
1.2 Terms Agreement, dated as of June 11, 1998, among
American Residential Eagle, Inc., AmREIT and Lehman
Brothers Inc.
4.1 Trust Agreement, dated as of June 1, 1998, among
American Residential Eagle, Inc., as Depositor, Norwest
Bank Minnesota, National Association, as Master Servicer,
and First Union National Bank, as Certificate Trustee.
4.2 Indenture, dated June 1, 1998, between American
Residential Eagle Bond Trust 1998-1, as Issuer, and First
Union National Bank, as Indenture Trustee.
4.3 Deposit Trust Agreement, dated as of June 1, 1998,
between American Residential Eagle, Inc., as Depositor,
and Wilmington Trust Company, as Owner Trustee.
99.1 Mortgage Loan Purchase Agreement, dated as of June 1,
1998, among AmREIT, as Manager, American Residential
Eagle, Inc., as Depositor, and American Residential Eagle
Bond Trust 1998-1, as Issuer.
99.2 Servicing Agreement, dated as of December 1, 1997,
between Lehman Capital, A Division of Lehman Brothers
Holdings Inc., and Ocwen Federal Bank FSB, as Special
Servicer.
99.3 Reconstituted Special Servicing Agreement, dated as
of June 1, 1998, among Lehman Capital, A Division of
Lehman Brothers Holdings Inc., AmREIT and Ocwen Federal
Bank FSB, as Special Servicer.
99.4 Flow Servicing Agreement, dated as of September 1,
1997, between Lehman Capital, A Division of Lehman
Brothers Holdings Inc., and Aurora Loan Services Inc., as
Servicer.
99.5 Reconstituted Servicing Agreement, dated as of June
1, 1998, among Lehman Capital, A Division of Lehman
Brothers Holdings Inc., AmREIT and Aurora Loan Services
Inc., as Servicer.
99.6 Management Agreement, dated as of June 1, 1998,
between AmREIT, as Manager, and American Residential Eagle
Bond Trust 1998-1, as the Issuer.
99.7 Master Servicing Agreement, dated as of June 1, 1998,
among American Residential Eagle Bond Trust, 1998-1, as
Issuer, Norwest Bank Minnesota, National Association, as
Master Servicer and First Union National Bank, as Trustee.
99.8 Final Mortgage Loan Schedule.
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 hereunto duly authorized.
AMERICAN RESIDENTIAL EAGLE, INC.
By: /s/ Jay M. Fuller
-----------------------------
Name: Jay M. Fuller
Title: President
Dated:
EXHIBIT INDEX
- -------------
Exhibit No. Description Page No.
- ----------- ----------- --------
1.1 Underwriting Agreement, dated as of June 11,
1998, among American Residential Eagle, Inc.,
American Residential Investment Trust, Inc.
("AmREIT") and Lehman Brothers Inc.
1.2 Terms Agreement, dated as of June 11, 1998,
among American Residential Eagle, Inc.,
AmREIT and Lehman Brothers Inc.
4.1 Trust Agreement, dated as of June 1, 1998,
among American Residential Eagle, Inc., as
Depositor, Norwest Bank Minnesota, National
Association, as Master Servicer, and First
Union National Bank, as Certificate Trustee.
4.2 Indenture, dated June 1, 1998, between
American Residential Eagle Bond Trust 1998-1,
as Issuer and First Union National Bank, as
Indenture Trustee.
4.3 Deposit Trust Agreement, dated as of June 1,
1998, between American Residential Eagle,
Inc., as Depositor, and Wilmington Trust
Company, as Owner Trustee.
99.1 Mortgage Loan Purchase Agreement, dated as of
June 1, 1998, among AmREIT, as Manager,
American Residential Eagle, Inc., as
Depositor, and American Residential Eagle
Bond Trust 1998-1, as Issuer.
99.2 Servicing Agreement, dated as of December 1,
1997, between Lehman Capital, A Division of
Lehman Brothers Holdings Inc., and Ocwen
Federal Bank FSB, as Special Servicer.
99.3 Reconstituted Special Servicing Agreement,
dated as of June 1, 1998, among Lehman
Capital, A Division of Lehman Brothers
Holdings Inc., AmREIT and Ocwen Federal Bank
FSB, as Special Servicer
99.4 Flow Servicing Agreement, dated as of
September 1, 1997, between Lehman Capital, A
Division of Lehman Brothers Holdings Inc.,
and Aurora Loan Services Inc., as Servicer.
99.5 Servicing Agreement, dated as of June 1,
1998, among Lehman Capital, A Division of
Lehman Brothers Holdings Inc., AmREIT and
Aurora Loan Services Inc., as Servicer.
99.6 Management Agreement, dated as of June 1,
1998, between AmREIT, as Manager, and
American Residential Eagle Bond Trust 1998-1,
as the Issuer.
99.7 Master Servicing Agreement, dated as of June
1, 1998, among American Residential Eagle
Bond Trust, 1998-1, as Issuer, Norwest Bank
Minnesota, National Association, as Master
Servicer and First Union National Bank, as
Trustee.
99.8 Final Mortgage Loan Schedule
EXECUTION
AMERICAN RESIDENTIAL EAGLE, INC.
MORTGAGE-BACKED CERTIFICATES
(Issuable in Series)
UNDERWRITING AGREEMENT
(Standard Terms)
Lehman Brothers Inc. New York, New York
Acting on behalf of itself and, if June 11, 1998
applicable, as the Representative of
the several Underwriters named in
Schedule 1 to the Terms Agreement (in
either such capacity sometimes herein
the "Representative")
3 World Financial Center
New York, New York 10285
Ladies and Gentlemen:
1. Introductory. American Residential Eagle, Inc. (the "Depositor"),
a corporation organized and existing under the laws of the State of Delaware
and which is a wholly owned subsidiary of American Residential Investment
Trust, Inc., a Maryland corporation ("AmREIT"), may issue, from time to time,
securities entitled Mortgage-Backed Certificates (the "Certificates") in one
or more series, and within each series, in one or more classes, in one or more
offerings on terms determined at the time of sale (each such series, a
"Series" and each such class, a "Class"). Each Series of the Certificates will
be issued pursuant to a separate certificate trust agreement (each, a "Trust
Agreement") to be dated as of the respective cut-off date (each, a "Cut-off
Date") between the Depositor and First Union National Bank, a national banking
association with its main office in Charlotte, North Carolina, as certificate
trustee (the "Certificate Trustee"). Capitalized terms used but not defined
herein shall have the meanings given to them in the related Trust Agreement.
The Certificates issued under each Trust Agreement will represent
the entire beneficial ownership interest in a trust fund (the "Certificate
Trust Fund") established by such Trust Agreement. The assets of each Trust
Fund will consist primarily of a single Collateralized Mortgage Bond (an
"Underlying Bond") to be issued by a statutory business trust (each a "Bond
Trust" or a "Bond Issuer"), established under Delaware law pursuant to a
Deposit Trust Agreement (the "Deposit Trust Agreement") between the Depositor
and Wilmington Trust Company, a banking corporation organized under the laws
of the state of Delaware (each, an "Owner Trustee").
Each Underlying Bond will be issued pursuant to an indenture (each,
a "Bond Indenture") between the Bond Issuer and First Union National Bank, a
national banking association with its main office in Charlotte, North Carolina
(the "Bond Trustee"). Each Underlying Bond will be secured by a pool (each, a
"Mortgage Pool") of conventional, adjustable rate mortgage loans (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties having the original terms to maturity specified in the related
Terms Agreement referred to herein below. All of such Mortgage Loans will have
been deposited with the Bond Issuer by the Depositor which, in turn, will have
acquired such Mortgage Loans from AmREIT pursuant to an Agreement (the
"Mortgage Loan Purchase Agreement") between the Depositor and AmREIT. AmREIT
will be the manager of the Bond Issuer pursuant to a management agreement (the
"Management Agreement") entered into between AmREIT and the Bond Issuer.
Pursuant to the Bond Indenture, the Bond Issuer on or prior to the
related Closing Date (as defined below) will pledge, transfer and assign
without recourse to the Bond Trustee all of its right, title and interest in
and to each Mortgage Loan and all other assets included in the Bond Trust (the
"Mortgage Collateral") and will assign the Underlying Bond to the Depositor
for deposit to the Certificate Trust Fund to provide for the issuance of a
Series of Certificates.
The Mortgage Loans in each Mortgage Pool will be master serviced
pursuant to a master servicing agreement (each, a "Master Servicing
Agreement") among the Bond Issuer, the Bond Trustee and Norwest Bank
Minnesota, National Association, as master servicer (the "Master Servicer").
On or prior to the Closing Date, as to any Mortgage Loans not being directly
serviced by the Master Servicer, the Master Servicer will enter into or be
assigned mortgage servicing agreements (each, a "Servicing Agreement") with
certain servicers (the "Servicers"), including a Special Servicing Agreement
(the "Special Servicing Agreement") among the Bond Issuer, the Bond Trustee
and OCWEN Federal Bank FSB, a federal savings bank, as special servicer (the
"Special Servicer"). The Trust Agreement, Deposit Trust Agreement, Bond
Indenture, Mortgage Loan Purchase Agreement, Management Agreement, Master
Servicing Agreement, Servicing Agreement(s) and Special Servicing Agreement
are hereinafter together referred to as the "Transaction Documents".
If so specified in the related Terms Agreement, one or more
elections may be made to treat the assets of each Certificate Trust Fund as a
financial asset securitization investment trust (each, a "FASIT") for federal
income tax purposes.
Whenever the Depositor determines to make an offering of
Certificates (each, a "Certificate Offering") pursuant to this Agreement
through you, it will enter into an agreement (the "Terms Agreement") with the
Underwriter (which shall include you, whether acting alone in the sale of the
Certificates, in which case any reference in this Agreement to you as
"Representative" of the Underwriters shall be deemed to refer to you in your
individual capacity as Underwriter of the Certificates, or as a member of an
underwriting syndicate) providing for the sale of specified Classes of Offered
Certificates (as defined below) to, and the purchase and public offering
thereof by, you. Each such Certificate Offering which the Depositor elects to
make pursuant to this Agreement shall be governed by this Agreement, as
supplemented by the related Terms Agreement. Each Terms Agreement, which shall
be substantially in the form of Exhibit A hereto, shall specify, among other
things, the Classes of Certificates to be purchased by the Underwriter (the
"Offered Certificates"), the principal balance or balances of the Offered
Certificates, each subject to any stated variance, and the price or prices at
which such Offered Certificates are to be purchased by the Underwriter from
the Depositor.
<PAGE>
2. Representations and Warranties. (a) The Depositor represents and
warrants to and agrees with the Underwriter, as of the date of the related
Terms Agreement, that:
(i) The registration statement specified in the related Terms
Agreement, on Form S-3/S-11, including a prospectus, has been filed
with the Securities and Exchange Commission (the "Commission") for
the registration under the Securities Act of 1933, as amended (the
"Act"), of collateralized mortgage bonds and mortgage-backed
certificates issuable in series, which registration statement has
been declared effective by the Commission. Such registration
statement, as amended to the date of the related Terms Agreement,
including any documents incorporated by reference therein pursuant
to Item 12 of Form S-3 under the Act which were filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), on
or before the effective date of the Registration Statement, is
hereinafter called the "Registration Statement", and such
prospectus, as such prospectus is supplemented by a prospectus
supplement relating to the Offered Certificates of the related
Series, each in the form first filed after the date of the related
Terms Agreement pursuant to Rule 424(b) under the Act, including any
documents incorporated by reference therein pursuant to Item 12 of
Form S-3 under the Act which were filed under the Exchange Act on or
before the date of such prospectus supplement (such prospectus
supplement, including such incorporated documents, in the form first
filed after the date of the related Terms Agreement pursuant to Rule
424(b) is hereinafter called the "Prospectus Supplement"), is
hereinafter called the "Prospectus". Any reference herein to the
terms "amend", "amendment" or "supplement" with respect to the
Registration Statement, the Prospectus or the Prospectus Supplement
shall be deemed to refer to and include the filing of any document
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") after the effective date of the Registration Statement or the
issue date of the Prospectus or Prospectus Supplement, as the case
may be, deemed to be incorporated therein by reference pursuant to
Item 12 of Form S-3 under the Act.
(ii) The related Registration Statement, at the time it became
effective, and the Prospectus contained therein, and any amendments
thereof and supplements thereto filed prior to the date of the
related Terms Agreement, conformed in all material respects to the
requirements of the Act and the rules and regulations of the
Commission thereunder; on the date of the related Terms Agreement
and on each Closing Date (as defined in Section 3 below), the
related Registration Statement and the related Prospectus, and any
amendments thereof and supplements thereto, will conform in all
material respects to the requirements of the Act and the rules and
regulations of the Commission thereunder; such Registration
Statement, at the time it became effective, did not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading; such Prospectus, on the date of any filing
pursuant to Rule 424(b) and on each Closing Date, will not include
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the
circumstances under which they are made, not misleading; and the
Detailed Description referred to in such Prospectus with respect to
the Mortgage Collateral securing the Underlying Bond, on each
Closing Date and the date of any filing thereof under cover of Form
8-K, will not include any untrue statement of a material fact or
omit to state any information which such Prospectus states will be
included in such Detailed Description; provided, however, that the
Depositor makes no representations or warranties as to the
information contained in or omitted from (A) such Registration
Statement or such Prospectus (or any supplement thereto) in reliance
upon and in conformity with written information furnished to the
Depositor by or on behalf of the Underwriter specifically for use in
the preparation thereof or (B) any Current Report (as defined in
Section 5(b) below), or in any amendment thereof or supplement
thereto, incorporated by reference in such Registration Statement or
such Prospectus (or any amendment thereof or supplement thereto).
(iii) The Depositor has been duly organized and is validly
existing as a corporation in good standing under the laws of the
state of Delaware, with full corporate power and authority to own
its assets and conducts its business as described in the Prospectus,
is duly qualified as a foreign corporation in good standing in all
jurisdictions in which the ownership or lease of its property or the
conduct of its business requires such qualification, except where
the failure to be so qualified would not have a material adverse
effect on the Depositor, and the Depositor is conducting its
business so as to comply in all material respects with the
applicable statutes, ordinances, rules and regulations of each
jurisdiction in which it is conducting business.
(iv) The Certificates of the related Series conform, or will
conform as of the Closing Date specified in the related Terms
Agreement, to the description thereof contained in the related
Prospectus; will each, if rated at the time of issuance in one of
the two highest rating categories by a nationally recognized
statistical rating organization, be when issued a "mortgage related
security" as such term is defined in Section 3(a)(41) of the
Exchange Act, and will each on the related Closing Date be duly and
validly authorized, and, when validly executed, countersigned,
issued and delivered in accordance with the related Trust Agreement
and sold to you as provided herein and in the related Terms
Agreement, will each be validly issued and outstanding and entitled
to the benefits of the related Trust Agreement.
(v) The execution and delivery of this Agreement, each
applicable Terms Agreement, the Deposit Trust Agreement, each
applicable Trust Agreement and the Certificates of a Series, are
within the corporate power of the Depositor and have been, or will
have been, duly authorized by all necessary corporate action on the
part of the Depositor; and neither the execution and delivery by the
Depositor of such instruments, nor the consummation by the Depositor
of the transactions herein or therein contemplated, nor the
compliance by the Depositor with the provisions hereof or thereof,
will (A) conflict with or result in a breach of, or constitute a
default under, any of the provisions of the certificate of
incorporation or by-laws of the Depositor or any of the provisions
of any law, governmental rule, regulation, judgment, decree or order
binding on the Depositor or any of its properties, or any of the
provisions of any Servicing Agreement or any indenture, mortgage,
contract or other instrument to which the Depositor is a party or by
which it is bound, or (B) result in the creation or imposition of
any lien, charge or encumbrance upon any of the Depositor's property
pursuant to the terms of any such indenture, mortgage, contract or
other instrument;
(vi) This Agreement and the related Terms Agreement have been
duly authorized, executed and delivered by the Depositor.
(vii) At or prior to the related Closing Date, the Depositor
will have entered into the Deposit Trust Agreement, the related
Trust Agreement and, assuming the due authorization, execution and
delivery thereof by the Owner Trustee, in the case of the Deposit
Trust Agreement, and the Certificate Trustee, in the case of the
related Trust Agreement, such agreements (on such Closing Date) will
constitute the legal, valid and binding agreement of the Depositor
enforceable in accordance with its terms, subject as to
enforceability, to bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights and to
general principles of equity (regardless of whether enforceability
is considered in a proceeding in equity or at law).
(viii) All approvals, authorizations, consents, orders or other
actions of any person, corporation or other organization, or of any
court, governmental agency or body or official (except with respect
to the state securities or Blue Sky laws of various jurisdictions),
required in connection with the valid authorization, issuance and
sale of the Certificates of a Series pursuant to this Agreement, the
applicable Terms Agreement and the applicable Trust Agreement, has
been or will be taken or obtained on or prior to the Closing Date
specified in the Terms Agreement;
(ix) At the applicable Closing Date, any Mortgage Loans
included in the related Mortgage Pool will meet the criteria for
selection described in the Prospectus.
(x) At the applicable Closing Date, the Underlying Bond will
constitute a valid and binding instrument, enforceable against the
Bond Issuer in accordance with its terms, subject, as to
enforceability, to bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights and to
general principles of equity (regardless of whether enforceability
is considered in a proceeding in equity or at law).
(xi) At the date of its execution and delivery, each Servicing
Agreement, the Special Servicing Agreement and the Master Servicing
Agreement, if any, constituted or will constitute a valid and
binding agreement, and is or will be enforceable by the Bond Issuer
and the Bond Trustee against the applicable Servicer, Special
Servicer or Master Servicer, as the case may be, in accordance with
its terms, subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency or other similar laws
affecting creditors' rights generally as from time to time in
effect, and to general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at
law).
(xii) Neither the Bond Trust created pursuant to the Deposit
Trust Agreement nor the Certificate Trust Fund created pursuant to
the Trust Agreement is subject to registration under the Investment
Company Act of 1940, as amended (the "Investment Company Act") and
is not under the control of an investment Company.
(xiii) At the applicable Closing Date, the representations and
warranties made by the Depositor under the applicable Deposit Trust
Agreement and applicable Trust Agreement will be true and correct in
all material respects.
(xiv) At the time of execution and delivery of the applicable
Deposit Trust Agreement and applicable Bond Indenture, the Bond
Issuer will be the beneficial owner of the Mortgage Collateral being
pledged to the Bond Trustee pursuant thereto and being assigned to
the Depositor for deposit into the Certificate Trust Fund, free and
clear of any lien or other encumbrance, and the Bond Issuer will not
have assigned to any other person any of its right, title and
interest in the Mortgage Collateral.
(xv) At the time of execution and delivery of the applicable
Trust Agreement, the Depositor will have the power and authority to
transfer the Underlying Bond to the Certificate Trustee and to
transfer the Certificates to the Underwriter and, upon execution and
delivery of the Trust Agreement and delivery to the Underwriters of
the Certificates, the Underlying Bond will have been duly and
validly assigned to the Certificate Trustee in accordance with terms
of the Trust Agreement.
(xvi) Any taxes, fees and other governmental charges in
connection with the execution, delivery and issuance of this
Agreement, the applicable Deposit Trust Agreement, the Trust
Agreement and the Certificates have been or will be paid at or prior
to the applicable Closing Date.
(xvii) At the applicable Closing Date with respect to a Series,
the Certificates shall have received the rating or ratings specified
in the related Terms Agreement.
(xviii) This Agreement does, and the applicable Transaction
Documents will, conform in all material respects to the descriptions
thereof contained in the Prospectus.
(xix) Any information concerning the characteristics of the
Mortgage Loans furnished by the Depositor or AmREIT to the
Underwriter in writing or by electronic transmission for use in the
preparation of Computational Materials or Structural Term Sheets was
accurate in all material respects as of the date furnished.
3. Purchase, Sale, Delivery and Payment of the Certificates. Subject
to the execution of the Terms Agreement for a particular Certificate Offering,
and subject to the terms and conditions and in reliance upon the
representations and warranties set forth in this Agreement and such Terms
Agreement, the Depositor agrees to sell to each Underwriter, severally and not
jointly, and each Underwriter agrees, severally and not jointly, to purchase
from the Depositor, the respective original principal amounts of the related
Certificates set forth in the Terms Agreement opposite the name of such
Underwriter, plus any additional original principal amount of Certificates
which such Underwriter may be obligated to purchase pursuant to Section 10
hereof, at the purchase price therefor set forth in such Terms Agreement.
Delivery of and payment for the Offered Certificates of a Series
shall be made at the offices of Lehman Brothers Inc., 3 World Financial
Center, 200 Vesey Street, New York, New York 10285, at 10:00 A.M. New York
City time, or at such other place and time specified in the related Terms
Agreement, which date and time may be postponed by agreement between the
Underwriter and the Depositor (such date and time being herein called the
"Closing Date"). Delivery of such Offered Certificates shall be made by the
Depositor to the Underwriter against payment by the Underwriter of the
Purchase Price thereof specified in the Terms Agreement to or upon the order
of the Depositor by wire transfer in federal or other immediately available
funds or by check payable in federal funds, as the Depositor shall specify no
later than five full business days prior to such Closing Date. The
Certificates to be so delivered will be in definitive, fully registered form,
or maintained through the facilities of The Depository Trust Company, as
indicated in the applicable Prospectus Supplement, in such names and in such
authorized denominations as the Underwriter may request not less than two full
business days in advance of each Closing Date.
The Depositor agrees to notify the Underwriter at least two business
days before each Closing Date of the exact principal balance evidenced by the
Offered Certificates and to have such Offered Certificates available for
inspection, checking and packaging in New York, New York, no later than 12:00
noon New York time on the business day prior to such Closing Date.
The parties hereto agree that settlement for all securities sold
pursuant to this Agreement and the applicable Terms Agreement shall take place
on the settlement date agreed upon at the time of the related transaction and
set forth as the Closing Date in such Terms Agreement and not as set forth in
Rule 15c6-1(a) of the Exchange Act.
4. Offering by the Underwriter. It is understood that the several
Underwriters propose to offer the Offered Certificates of the related Series
for sale to the public as set forth in the related Prospectus.
5. Covenants of the Depositor. The Depositor covenants and agrees
with you and the several Underwriters participating in the Certificate
Offering that:
(a) Immediately following the execution of each Terms Agreement, the
Depositor will cause the Prospectus as supplemented by a Prospectus
Supplement relating to the Offered Certificates to be filed pursuant to
Rule 424 under the Act setting forth the amount of Certificates covered
thereby and the terms thereof not otherwise specified in the Prospectus,
the price at which such Certificates are to be purchased by the
Underwriters from the Depositor, either the initial public offering price
or the method by which the price at which such Certificates are to be
sold will be determined, the selling concessions and reallowances, if
any, and such other information as you and the Depositor deem appropriate
in connection with the offering of such Certificates. The Depositor will
promptly advise the Underwriter when such Prospectus as so supplemented
has been so filed, and prior to the termination of the Certificate
Offering to which such Prospectus relates also will promptly advise the
Underwriter (i) when any amendment to the related Registration Statement
specifically relating to such Offered Certificates shall have become
effective or any further supplement to such Prospectus has been filed,
(ii) of any request by the Commission for any amendment of such
Registration Statement or Prospectus or for any additional information,
(iii) of the issuance by the Commission of any stop order suspending the
effectiveness of such Registration Statement or the institution or
threatening of any proceeding for that purpose and (iv) of the receipt by
the Depositor of any written notification with respect to the suspension
of the qualification of such Offered Certificates for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose whether by the Commission or any other applicable authority
administering any state securities or Blue Sky Law. The Depositor will
not file any amendment of the related Registration Statement or
supplement to the related Prospectus (other than any amendment or
supplement specifically relating to one or more Series of Certificates
other than the Series that includes the related Offered Certificates)
unless (i) the Depositor has furnished the Underwriter with a copy for
its review prior to filing, and (ii) the Underwriter has consented to
such filings. The Depositor will use its best efforts to prevent the
issuance of any such stop order and, if issued, to obtain as soon as
possible the withdrawal thereof.
(b) The Depositor will cause any Computational Materials and any
Structural Term Sheets (each as defined in Section 8 below) with respect
to the Offered Certificates of a Series that are delivered by the
Underwriter to the Depositor pursuant to Section 8 to be filed with the
Commission on a Current Report on Form 8-K (each such filing of such
materials, a "Current Report") pursuant to Rule 13a-11 under the Exchange
Act on the business day immediately following the later of (i) the day on
which such Computational Materials and Structural Term Sheets are
delivered to counsel for the Depositor by the Underwriter prior to 2:00
p.m. New York time and (ii) the date on which the related Terms Agreement
is executed and delivered. The Depositor will cause any Collateral Term
Sheet (as defined in Section 9 below) with respect to the Offered
Certificates of a Series that is delivered by the Representative to the
Depositor in accordance with the provisions of Section 9 to be filed with
the Commission on a Current Report pursuant to Rule 13a-11 under the
Exchange Act on the business day immediately following the day on which
such Collateral Term Sheet is delivered to counsel for the Depositor by
the Underwriter prior to 2:00 p.m. New York time. In each case, the
Depositor will promptly advise the Underwriter when such Current Report
has been so filed. Each such Current Report shall be incorporated by
reference in the related Prospectus and the related Registration
Statement.
(c) If, at any time when a Prospectus relating to the Offered
Certificates of a Series is required to be delivered under the Act, any
event occurs as a result of which the related Prospectus as then amended
or supplemented would include any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein
in light of the circumstances under which they were made not misleading,
or if it shall be necessary at any time to amend or supplement the
related Prospectus to comply with the Act or the rules thereunder, the
Depositor promptly will prepare and file with the Commission, subject to
paragraph (a) of this Section 5, an amendment or supplement which will
correct such statement or omission or an amendment which will effect such
compliance.
(d) The Depositor will furnish to the Underwriter and counsel for
the Underwriter, without charge, as many signed copies of the related
Registration Statement (including exhibits thereto) and, so long as
delivery of a Prospectus by the Underwriter or dealer may be required by
the Act, as many copies of the related Prospectus and any supplements
thereto (other than exhibits to the related Current Report) as the
Underwriter may reasonably request.
(e) The Depositor will furnish such information, execute such
instruments and take such actions as may be reasonably requested by the
Underwriter to qualify the Offered Certificates of a Series for sale
under the laws of such jurisdictions as the Underwriter may designate, to
maintain such qualifications in effect so long as required for the
distribution of such Offered Certificates and to determine the legality
of such Offered Certificates for purchase by institutional investors;
provided, however, that the Depositor shall not be required to qualify to
do business in any jurisdiction where it is not qualified on the date of
the related Terms Agreement or to take any action which would subject it
to general or unlimited service of process in any jurisdiction in which
it is not, on the date of the related Terms Agreement, subject to such
service of process.
(f) So long as the Offered Certificates of a Series are outstanding,
upon request, the Depositor will furnish to the Underwriter copies of (a)
the annual independent public accountants' servicing report furnished to
the Certificate Trustee pursuant to the related Trust Agreement (b)
copies of all reports filed with the Commission and copies of each notice
published or mailed to holders of the Certificates pursuant to the
related Trust Agreement; and (c) such other information with respect to
the related Certificate Trust Fund or its financial condition or results
of operation as you may reasonably request, including but not limited to
information necessary and appropriate to the maintenance of a secondary
market in the Certificates of such Series.
(g) The Depositor will cause the Certificate Trustee to furnish or
make available, within a reasonable time after the end of each calendar
year, to each holder of a Certificate at any time during such year, such
information as the Depositor deems necessary or desirable to assist the
Certificateholders in preparing their federal income tax returns.
(h) Whether or not the transactions contemplated hereby and by the
related Terms Agreement shall be consummated, except as otherwise
provided with respect to the first Series of Certificates sold hereunder
in the Purchase Price and Terms Letter dated December 3, 1997 between you
and AmREIT, the Depositor shall be responsible for the payment of any
costs and expenses for which details are submitted, in connection with
the performance of its obligations under this Agreement and the related
Terms Agreement, including, without limitation, (a) the cost and expenses
of printing or otherwise reproducing the related Registration Statement
or Prospectus, this Agreement, the related Terms Agreement, the
Transaction Documents and the Offered Certificates, and (b) the cost of
delivering the related Offered Certificates to the office of the
Underwriter, insured to the satisfaction of the Underwriter (it being
understood that, except as provided in this paragraph (h) and in Section
7 hereof, the Underwriter will pay all its own costs and expenses,
including the fees of counsel for the Underwriter, transfer taxes on
resale of any Offered Certificates by it and advertising expenses
connected with any offers that it may make.
(i) During the period of 30 days from the date of the final
Prospectus the Depositor will not, without the prior consent of the
Underwriter, directly or indirectly, issue, sell, offer or contract to
sell, grant any option for sale of, or otherwise transfer or dispose of,
any Series of securities of the Trust other than for specified classes of
Offered Certificates designated in the related Terms Agreement.
6. Conditions to the Obligations of the Underwriter. The obligations
of the several Underwriters named in any Terms Agreement to purchase and pay
for the Offered Certificates of any Series shall be subject to the accuracy in
all material respects of the representations and warranties on the part of the
Depositor contained in this Agreement, as supplemented by the related Terms
Agreement, as of the respective dates thereof and the related Closing Date, to
the accuracy of the statements of the Depositor made in any applicable
officers' certificates pursuant to the provisions hereof, to the performance
by the Depositor of its obligations under this Agreement and such Terms
Agreement and to the following additional conditions applicable to the related
Certificate Offering:
(a) All actions required to be taken and all filings required to be
made by the Depositor under the Act prior to the sale of the Certificates
of such Series shall have been duly taken or made prior to the applicable
Closing Date, no stop order suspending the effectiveness of the related
Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted or threatened.
(b) No Underwriter shall have advised the Depositor that the
Registration Statement or the Prospectus, or any amendment or supplement
thereto, contains an untrue statement of fact that in the opinion of the
Representative is material, or omits to state a fact that in the opinion
of the Representative is material and is required to be stated therein or
is necessary to make the statements therein not misleading.
(c) Tobin & Tobin, counsel for the Depositor, shall have furnished
to the Underwriter an opinion, dated the related Closing Date, to the
effect that:
(i) this Agreement and the related Terms Agreement have been
duly authorized, executed and delivered by the Depositor;
(ii) each of the related Transaction Documents to which the
Depositor or the Bond Issuer is a party has been duly authorized,
executed and delivered by the Depositor or the Bond Issuer, as the
case may be, and is a legal, valid and binding agreement of such
party enforceable against the Depositor in accordance with its
terms;
(iii) the issuance of the Certificates of the related Series
and sale of the related Offered Certificates has been duly
authorized by all requisite corporate action on the part of the
Depositor and the Certificates of such Series, when duly
countersigned by the Certificate Trustee in accordance with the
related Trust Agreement, will be validly issued and outstanding and
entitled to the benefits of such Trust Agreement;
(iv) the issuance of the Underlying Bond has been duly
authorized by the Depositor and the Bond Issuer and when such Bond
has been duly executed and authenticated by the Bond Trustee in
accordance with the Bond Indenture, will be validly issued and
outstanding and entitled to the benefits of the Indenture.
(v) neither the related Deposit Trust Agreement nor the Trust
Agreement is required to be qualified under the Trust Indenture Act
of 1939, as amended, and the respective trusts created thereunder
are not required to be registered under the Investment Company Act
of 1940, as amended;
(vi) the Bond Indenture satisfies the requirements of and is
qualified under the Trust Indenture Act of 1939, as amended.
(vii) the related Registration Statement is effective under the
Act and, to the best of such counsel's knowledge, no stop order with
respect thereto has been issued, and no proceeding for that purpose
has been instituted or threatened by the Commission; such
Registration Statement and the related Prospectus, and each
amendment or supplement thereto (except the financial statements and
schedules and other financial and statistical data included therein
and the documents incorporated by reference therein) applicable to
the related Offered Certificates and the obligations of the
Depositor relating thereto, as of their respective effective or
issue dates, appeared on their face to be appropriately responsive
in all material respects to the requirements of the Act and the
rules and regulations thereunder; and no information has come to the
attention of such counsel that causes it to believe that (A) such
Registration Statement (except any document incorporated by
reference therein) as of the date it became effective, or such
Registration Statement (except as aforesaid, and except the
financial statements and schedules and the other financial and
statistical data included therein, the documents incorporated by
reference therein) as of the date the most recent post effective
amendment thereto, if any, became effective, contained any untrue
statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading or (B) such Prospectus (except any document
incorporated by reference therein) or any amendment or supplement
thereto (except as aforesaid, and except the financial statements
and schedules and the other financial and statistical data included
therein and the documents incorporated by reference therein), as of
their respective issue dates or at the related Closing Date,
contained or contains any untrue statement of a material fact or
omitted or omits to state any material fact necessary in order to
make the statements therein, in light of the circumstances under
which they were made, not misleading;
(viii) the statements set forth under the headings "Description
of the Certificates" and "Description of the Underlying Bond" in the
related Prospectus, insofar as such statements purport to summarize
certain provisions of the related Bond Indenture, Trust Agreement,
the Underlying Bond and the related Offered Certificates, provide a
fair summary of such provisions in all material respects;
(ix) the statements set forth in the related Prospectus under
the heading "Certain Legal Aspects of the Mortgage Loans" (insofar
as they relate specifically to the purchase, ownership and
disposition of the related Offered Certificates) to the extent that
they constitute matters of law or legal conclusions, provide a fair
summary of such laws and conclusions in all material respects;
(x) assuming that some or all of the Offered Certificates of
the related Series shall be rated at the time of issuance in one of
the two highest rating categories by a nationally recognized
statistical rating organization, each Offered Certificate so rated
will be at the time of issuance, a "mortgage related security" as
such term is defined in Section 3(a)(41) of the Exchange Act; and
(xi) the conditions to the use by the Depositor of a
registration statement on Form S-3/S-11 under the Act, as set forth
in the General Instructions to such Forms, have been satisfied with
respect to the Registration and the Prospectus; and, to the best of
such counsel's knowledge, there are no certificates or documents
which are required to be filed as exhibits to the Registration
Statement pursuant to the Act or the Rules and regulations
thereunder that have not been so filed.
Such opinion may express its reliance as to factual matters on the
representations and warranties made by, and on certificates or other documents
furnished by, officers of the parties to this Agreement, the related
Transaction Documents or the related Trust Agreement. Such opinion may assume
the due authorization, execution and delivery of the instruments and documents
referred to therein by the parties thereto other than the Depositor. Such
opinion may be qualified, insofar as it concerns the enforceability of the
documents referred to therein, to the extent that such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors' rights in general and by general
equity principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law). Such opinion may be further qualified as
expressing no opinion as to the statements in the related Prospectus under the
heading "Certain Legal Aspects of the Mortgage Loans", except insofar as such
statements relate to the laws of the State of California and the laws of the
United States. In addition, such opinion may be qualified as an opinion only
on the law of the States of California, New York, Delaware and the federal law
of the United States of America.
Any opinions of corporate counsel or tax counsel to the Depositor
which are required to be delivered to the Rating Agencies shall also be
addressed to the Underwriter and furnished to the Underwriters on the Closing
Date.
(d) Jeffers, Wilson, Shaff & Falk, LLP, tax counsel for the
Depositor, shall have furnished to the Underwriter an opinion, dated the
related Closing Date, to the effect that:
(i) the statements set forth in the related Prospectus under
the headings (a) "Federal Income Tax Consequences" (insofar as they
relate specifically to the purchase, ownership and disposition of
the related Offered Certificates) and constitute conclusions of law,
are true and correct in all material respects; and (b) "ERISA
Considerations" (insofar as they relate specifically to the
purchase, ownership and disposition of such Offered Certificates)
and describe certain provisions of federal statutes and regulations,
have been reviewed by such counsel, and such statements fairly
describe such provisions and regulations; and
(ii) assuming compliance with all provisions of the related
Trust Agreement, for federal income tax purposes, (A) if any
election is made to treat the assets of the Certificate Trust Fund
as a FASIT, the related Certificate Trust Fund (and any specified
subgrouping therein) will qualify as a FASIT pursuant to Section
860L of the Internal Revenue Code of 1986, as amended (the "Code"),
each Class of Certificates of the related Series, other than the
related Residual Class or Classes, will constitute a class of
"regular interests" in the related FASIT within the meaning of the
Code, and each Class of such Certificates specified in the related
Prospectus as a Class of Ownership Certificates will constitute the
"ownership interest" in the related FASIT within the meaning of the
Code; (B) if no such FASIT election is made, the Trust Fund will be
treated as a "grantor trust". Such opinion may be qualified as
expressing no opinion as to the statements in such Prospectus under
the headings "ERISA Considerations" and "Federal Income Tax
Consequences", except insofar as such statements relate to the
federal law of the United States.
(e) Tobin & Tobin, corporate counsel for the Depositor, shall have
furnished to the Underwriter an opinion, dated the related Closing Date,
to the effect that:
(i) The Depositor has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of Delaware, with corporate power to own its properties, to
conduct its business as described in the related Prospectus and to
enter into and perform its obligations under this Agreement, the
related Terms Agreement, and the other Transaction Documents of the
related Series to which it is a party;
(ii) The Depositor has full power and authority to sell the
Certificates as contemplated herein and in the related Agreement;
(iii) No consent, approval, authorization or order of any court
or governmental agency or body is required for the consummation by
the Depositor of the transactions contemplated herein or in the
related Transaction Documents to which it is a party, except such as
may be required under the blue sky laws of any jurisdiction and such
other approvals as have been obtained;
(iv) Neither the issuance of the Certificates of the related
Series nor delivery of the related Offered Certificates, nor the
consummation of any other of the transactions contemplated in this
Agreement, the related Terms Agreement or the related Transaction
Documents to which the Depositor is a party, nor the fulfillment of
the terms of the related Certificates, this Agreement, or the
related Terms Agreement or Transaction Documents to which it is a
party, will conflict with or violate any term or provision of the
certificate of incorporation or by-laws of the Depositor or any
statute, order or regulation applicable to the Depositor of any
court, regulatory body, administrative agency or governmental body
having jurisdiction over the Depositor and will not conflict with,
result in a breach or violation or the acceleration of, or
constitute a default under, the terms of any indenture or other
agreement or instrument known to such counsel to which the Depositor
is a party or by which it or its property is bound; and
(v) There are no actions, proceedings or investigations pending
or, to the best knowledge of such counsel, threatened before any
court, administrative agency or other tribunal (i) asserting the
invalidity of this Agreement, the related Terms Agreement, the
related Certificates, or the related Transaction Documents to which
it is a party, (ii) seeking to prevent the issuance of the
Certificates of the related Series or the consummation by the
Depositor of any of the transactions contemplated by this Agreement,
such Terms Agreement or the related Transaction Documents to which
it is a party, or (iii) which might materially and adversely affect
the performance by the Depositor of its obligations under, or the
validity or enforceability of, this Agreement, such Terms Agreement,
the related Certificates or the related Transaction Documents to
which it is a party.
In rendering his/her opinion such counsel may rely as to matters of fact, to
the extent deemed proper and as stated therein, on certificates of responsible
officers of the Depositor or public officials. In addition, such opinion may
be qualified as an opinion only on the laws of the State of Delaware.
(f) The Underwriter shall have received from counsel for the
Underwriter, such opinion or opinions, dated the related Closing Date,
with respect to the issuance and sale of the Certificates of the related
Series, the related Registration Statement, the related Prospectus and
such other related matters as the Underwriter may reasonably require, and
the Depositor shall have furnished to such counsel such documents as the
Underwriter may reasonably request for the purpose of enabling them to
pass upon such matters.
(g) The Depositor shall have furnished to the Underwriter a
certificate of the Depositor, signed by the President or any Vice
President and the Executive Vice President and Chief Financial Officer as
the principal financial and accounting officer of the Depositor, dated
the related Closing Date, to the effect that the signers of such
certificate have carefully examined the related Registration Statement
(excluding any Current Reports and any other documents incorporated by
reference therein), the related Prospectus, the Detailed Description
referred to in such Prospectus (excluding any related Current Report),
this Agreement and the related Terms Agreement and that:
(i) the representations and warranties of the Depositor in this
Agreement are true and correct in all material respects on and as of
the related Closing Date with the same effect as if made on such
Closing Date, and the Depositor has complied with all the agreements
and satisfied all the conditions on its part to be performed or
satisfied at or prior to such Closing Date;
(ii) no stop order suspending the effectiveness of such
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to their knowledge, threatened; and
(iii) nothing has come to their attention that would lead them
to believe that such Registration Statement (excluding any Current
Report) contains any untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary
to make the statements therein not misleading, that the related
Prospectus (excluding any related Current Report) contains any
untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which
they were made, not misleading, or that the Detailed Description
referred to in such Prospectus includes any untrue statement of a
material fact or omits to state any information which the Prospectus
states will be included in such Detailed Description.
(h) Kilpatrick Stockton LLP, counsel for the Certificate Trustee,
shall have furnished to the Underwriter an opinion, dated the related
Closing Date, to the effect that:
(i) the Certificate Trustee has been duly formed and is validly
existing as a national banking association in good standing under
the laws of the United States with corporate power to own its
properties and conduct its business as presently conducted by it, to
conduct business as a trustee and to enter into and perform its
obligations under the related Trust Agreement;
(ii) the related Trust Agreement has been duly
authorized, executed and delivered by the Certificate Trustee and
constitutes the legal, valid and binding agreement of the
Certificate Trustee enforceable against the Certificate Trustee in
accordance with its terms, subject to bankruptcy, insolvency,
fraudulent conveyance, reorganization or other similar laws
affecting the enforcement of creditors' rights generally and to
judicial discretion, and general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law);
(iii) the Certificate Trustee has duly accepted its appointment
as trustee under the related Trust Agreement;
(iv) no consent, approval, authorization or order of any state
or federal court or government agency or body is required on the
part of the Certificate Trustee for the consummation of the
transactions contemplated in the related Trust Agreement, except
such as may be required under any federal or state securities law;
and
(v) the performance on the part of the Certificate Trustee of
any of the transactions contemplated in the related Trust Agreement
does not conflict with or result in a breach or violation of any
term or provision of, or constitute a default under, the charter
documents, as amended, or By-Laws of the Certificate Trustee, or any
state or federal statute or regulation applicable to the Certificate
Trustee, or to such counsel's knowledge, any indenture or other
agreement or instrument to which the Certificate Trustee is a party
or by which it is bound, or, to such counsel's knowledge, any order
of any state or federal court, regulatory body, administrative
agency or governmental body having jurisdiction over the Certificate
Trustee.
In addition, such counsel shall furnish to the Underwriter such opinions
as to the treatment of the Trust Fund for purposes of state or federal
tax law as are reasonably satisfactory to the Underwriter.
(i) (A) Richards, Layton & Finger, counsel for the Owner Trustee,
shall have furnished to the Underwriter an opinion, dated the related
Closing Date, to the effect that:
(i) The Owner Trustee is duly incorporated and validly
existing as a banking corporation in good standing under
the laws of the State of Delaware;
(ii) The Owner Trustee has power and authority to execute,
deliver and perform the Deposit Trust Agreement and to
consummate the transactions contemplated thereby;
(iii) The Deposit Trust Agreement has been duly authorized,
executed and delivered by the Owner Trustee and
constitutes a legal, valid and binding obligation of the
Owner Trustee, enforceable against the Owner Trustee, in
accordance with its terms;
(iv) Neither the execution, delivery and performance by the
Owner Trustee of the Deposit Trust Agreement, nor the
consummation of the transactions contemplated thereby, nor
compliance with the terms thereof conflict with or result
in a breach of, or constitute a default under the
provisions of, the Owner Trustee's certificate of
incorporation or bylaws or any law, rule or regulation of
the State of Delaware governing the banking or trust
powers of the Owner Trustee or, to our knowledge without
independent investigation, any judgment or order
applicable to the Owner Trustee or its properties or, to
our knowledge without independent investigation, and
indenture, mortgage, contract or other agreement or
instrument to which the Owner Trustee is a party or by
which it is bound; and
(v) No consent, approval, or other authorization of, or
registration, declaration or filing with, any court or
governmental agency or commission of the State of Delaware
is required by or with respect to the Owner Trustee for
the valid execution and delivery of the Deposit Trust
Agreement, or for the validity or enforceability thereof,
other than the filing of the Certificate of Trust.
(B) Richards, Layton & Finger, counsel for the Owner Trustee, shall
have furnished to the Underwriter an opinion, dated the related
Closing Date, to the effect that:
(i) The Bond Trust has been duly formed and is validly
existing in good standing as a business trust under the
Delaware Business Trust Act, 12 Del. C. ss. 3801, et seq.
(the "Act");
(ii) The Deposit Trust Agreement authorizes the Bond Trust to
execute and deliver the Transaction Documents to which it
is a party, to issue the Underlying Bond and the related
investor certificate (the "Investor Certificate") and to
grant the Mortgage Loans to the Bond Trustee as security
for the Underlying Bond;
(iii) The Bond Trust has the power and authority, pursuant to
the Deposit Trust Agreement and the Act, to execute,
deliver and perform its obligations under the Transaction
Documents and the Underlying Bond;
(iv) The Bond Trust has duly authorized, executed and delivered
the Transaction Documents and the Underlying Bond;
(v) When the Investor Certificate has been duly executed by
the Owner Trustee on behalf of the Bond Trust and duly
authenticated by the Owner Trustee in accordance with the
Deposit Trust Agreement, the Investor Certificate will be
validly issued and entitled to the benefits of the Deposit
Trust Agreement;
(vi) Under ss. 3805(b) of the Act, no creditor of any Holder of
an Investor Certificate shall have any right to obtain
possession of, or otherwise exercise legal or equitable
remedies with respect to, the property of the Bond Trust
except in accordance with the terms of the Deposit Trust
Agreement;
(vii) Under ss. 3805(c) of the Act, and assuming that the
Deposit Trust Agreement conveys good title to the Mortgage
Loans to the Bond Trust as a true sale and not as a
security arrangement, the Bond Trust rather than the
Holder of the Investor Certificate is the owner of the
Mortgage Loans;
(viii) The Owner Trustee is not required to hold legal title to
the Mortgage Loans in order for the Bond Trust to qualify
as a business trust under the Act;
(ix) The execution by the Bond Trust of the Transaction
Documents does not require any consent, approval or
authorization of, or any registration or filing with, any
governmental authority of the State of Delaware applicable
to the Bond Trust; and
(x) Neither the consummation by the Bond Trust of the
transactions contemplated in the Transaction Documents,
nor the fulfillment of the terms thereof by the Bond Trust
will conflict with or result in a breach or violation of
any law of the State of Delaware applicable to the Bond
Trust.
(j) you shall have received an opinion of counsel to the Bond
Trustee, dated the applicable Closing Date, and in the form agreed to on
or prior to the date of the applicable Terms Agreement;
(k) if applicable, you shall have received the
opinion of counsel to the Master Servicer, dated as of the applicable
Closing Date, in form and substance satisfactory to your counsel, to the
effect that:
(i) the Master Servicer has been duly organized and is validly
existing as a national banking association under the laws of the
United States and is duly qualified to do business, and is in good
standing under the laws of each jurisdiction in which the
performance of its duties under the applicable master servicing
agreement (the "Master Servicing Agreement ")would require such
qualification;
(ii) the execution and delivery by the Master Servicer of the
Master Servicing Agreement is within the corporate power of the
Master Servicer and has been duly authorized by all necessary
corporate action on the part of the Master Servicer; and neither the
execution and delivery of instrument, nor the consummation of the
transactions provided for therein, nor compliance with the
provisions thereof, will conflict or constitute a breach of, or
default under, any contract, indenture, mortgage, loan agreement,
note, lease, deed of trust, or other instrument to which the Master
Servicer is a party or by which it may be bound, nor will such
action result in any violation of the provisions of the charter or
bylaws of the Master Servicer or any law, administrative regulation
or administrative or court decrees;
(iii) the Master Servicing Agreement has been duly and validly
authorized, executed and delivered by the Master Servicer and
assuming due authorization, execution and delivery by the Bond
Trustee constitutes the valid and binding obligation of the Master
Servicer, enforceable in accordance with its terms, subject, as the
enforcement of remedies, to (A) applicable bankruptcy, insolvency,
reorganization, moratorium or other laws relating to creditors'
rights generally as from time to time in effect, and (B) to general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
(l) if applicable, you shall have received the opinion of counsel to
the Special Servicer, dated as of the applicable Closing Date, in form
and substance satisfactory to your counsel, to the effect that:
(i) The Special Servicer is a federal savings bank duly
organized and validly existing and in good standing under
the laws of the United States with full power and
authority to own its properties and carry on its business
as presently conducted by it. The Special Servicer has the
full power and authority to execute and deliver, engage in
the transactions contemplated by, perform its obligations
under and observe the terms and conditions of the Special
Servicing Agreement;
(ii) The Special Servicing Agreement has been duly and validly
authorized, executed and delivered by it, and (assuming
the due authorization, execution and delivery thereof by
the other parties thereto) constitutes the valid, legal
and binding agreement of the Special Servicer, enforceable
against the Company in accordance with its terms, except
as enforceability may be limited by (i) bankruptcy,
insolvency, liquidation, receivership, moratorium,
reorganization or other similar laws relating to or
affecting the rights of creditors generally, (ii) general
principles of equity whether such enforcement is
considered in a proceeding in equity or at law, (iii)
public policy considerations underlying the securities
laws, to the extent that such public policy considerations
limit the enforceability of the provisions, if any, of the
Special Servicing Agreement which purports to provide
indemnification from securities law liabilities, (iv) the
judicial imposition of an implied covenant of good faith
and fair dealing, and (v) laws relating to fraudulent
conveyances;
(iii) No consent, approval, authorization or order of any court
or governmental agency or body is required for the
execution, delivery and performance by the Special
Servicer of, or compliance by the Special Servicer with,
the Special Servicing Agreement or the consummation of the
transactions contemplated by the Special Servicing
Agreement; except that no opinion need be expressed by
such counsel as to the registration or qualification of
any certificates under any securitization under applicable
federal or state securities laws;
(iv) The fulfillment of the terms of or the consummation of any
of the transactions contemplated in the Special Servicing
Agreement (a) will not result in a breach of any term or
provision of the charter or bylaws of the Special
Servicer, or (b) to the best of my knowledge, after due
inquiry, will not conflict with, result, in a breach,
violation or acceleration of or constitute a default
under, the terms of any indenture or other agreement or
instrument to which the Special Servicer is a party or by
which it is bound, or will not conflict with, any federal
statute, or any order or regulation of any federal court,
regulatory body, administrative agency or governmental
body having jurisdiction over the Special Servicer; and
(v) To the best of my knowledge, after due inquiry, there are
no actions, proceedings or investigations pending or
threatened against the Special Servicer before any court,
administrative agency or other tribunal (i) asserting the
invalidity of the Special Servicing Agreement, (ii)
seeking to prevent the consummation of any of the
transactions contemplated in the Special Servicing
Agreement, or (iii) which might materially and adversely
affect the performance by the Special Servicer of its
obligations under, or the validity or enforceability of,
the Special Servicing Agreement.
(m) KPMG Peat Marwick and Deloitte & Touche LLP shall have each
furnished to the Underwriter a letter, dated as of the date of the
related Terms Agreement, in form and substance satisfactory to the
Underwriter, stating in effect that they have performed certain specified
procedures as a result of which they have determined that such
information as the Underwriter may reasonably request of an accounting,
financial or statistical nature (which is limited to accounting,
financial or statistical information derived from the general accounting
records of the Depositor) set forth in the related Prospectus Supplement
agrees with the accounting records of the Depositor, excluding any
questions of legal interpretation.
(n) KPMG Peat Marwick shall have furnished to the Underwriter a
letter, dated as of the related Closing Date, in form and substance
satisfactory to the Underwriter, stating in effect that they have
performed certain specified procedures as a result of which they have
determined that such information as the Underwriter may reasonably
request of an accounting, financial or statistical nature (which is
limited to accounting, financial or statistical information derived from
the general accounting records of the Depositor and which is obtained
from an analysis of a sample of the Mortgage Loans included in the
related Mortgage Pool) set forth in the related Prospectus Supplement and
in the Detailed Description relating to such Prospectus Supplement is
mutually consistent and agrees with the accounting records of the
Depositor and, where applicable, the related Mortgage Loan files of
AmREIT, excluding any questions of legal interpretation.
(o) The Offered Certificates of the related Series shall have
received the ratings specified in the related Terms Agreement (the
"Required Ratings").
(p) Prior to the related Closing Date, the Depositor shall have
furnished to the Underwriter such further information, certificates and
documents as the Underwriter may reasonably request.
(q) If any Certificates of the related Series are to be sold to any
other underwriter and/or offered in reliance upon an exemption from the
registration requirements of the Act, the sale at or prior to the related
Closing Date of such Certificates to the purchaser thereof shall have
occurred.
(r) Subsequent to the date of the related Terms Agreement, there
shall not have been any change, or any development involving a
prospective change, in or affecting the business, properties or business
prospects of the Depositor or its Affiliates which the Underwriter
concludes in its judgment, after consultation with the Depositor,
materially impairs the investment quality of the Offered Certificates of
the related Series so as to make it impractical or inadvisable to proceed
with the public offering or the delivery of such Offered Certificates as
contemplated by the related Prospectus.
(s) On or prior to the Closing Date, there shall have been no
downgrading, nor shall any notice have been given of (i) any intended or
possible downgrading or (ii) any review or possible changes, the
direction of which has not been indicated, of the rating accorded and
originally requested by the Depositor relating to any previously issued
asset-backed securities of the Depositor by any "nationally recognized"
statistical rating organization (as such term is defined for purposes of
the Exchange Act).
If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects with respect to the particular Offered
Certificates of a Series when and as provided in this Agreement and the
related Terms Agreement, or if any of the opinions and certificates mentioned
above or elsewhere in this Agreement and the related Terms Agreement shall not
be in all material respects reasonably satisfactory in form and substance to
the Underwriter and its counsel, this Agreement (with respect to the related
Offered Certificates) and the related Terms Agreement and all obligations of
the Underwriter hereunder (with respect to the related Offered Certificates)
and thereunder may be canceled at, or at any time prior to, the related
Closing Date by the Underwriter. Notice of such cancellation shall be given to
the Depositor in writing, or by telephone or telegraph confirmed in writing.
7. Indemnification and Contribution.
(a) AmREIT and the Depositor, jointly and severally, agree to
indemnify and hold harmless the Underwriter and each person who controls
the Underwriter within the meaning of the Act or the Exchange Act against
any and all losses, claims, damages or liabilities, joint or several, to
which they or any of them may become subject under the Act, the Exchange
Act, or other Federal or state statutory law or regulation, at common law
or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement relating to the Underlying Bond or the Offered
Certificates of the applicable Series as it became effective or in any
amendment or supplement thereof, or in such Registration Statement or the
related Prospectus, or in any amendment thereof, or in the Detailed
Description referred to in such Prospectus or arise out of or are based
upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading, and agrees to reimburse each such indemnified party for
any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability
or action; provided, however, that (i) neither AmREIT nor the Depositor
will be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission
made therein (A) in reliance upon and in conformity with written
information furnished to either of them as herein stated by or on behalf
of the Underwriter specifically for use in connection with the
preparation thereof or (B) in any Current Report or any amendment or
supplement thereof, except to the extent that any untrue statement or
alleged untrue statement therein or omission therefrom results (or is
alleged to have resulted) directly from an error (a "Mortgage Pool
Error") in the information concerning the characteristics of the Mortgage
Loans furnished by the Depositor to the Underwriter in writing or by
electronic transmission that was used in the preparation of either (x)
any Computational Materials or ABS Term Sheets (or amendments or
supplements thereof) (as defined in Section 9 hereof) included in such
Current Report (or amendment or supplement thereof) or (y) any written or
electronic materials furnished to prospective investors on which the
Computational Materials (or amendments or supplements) were based, (ii)
such indemnity with respect to any Corrected Statement (as defined below)
in such Prospectus (or supplement thereto) shall not inure to the benefit
of the Underwriter (or any person controlling the Underwriter) from whom
the person asserting any loss, claim, damage or liability purchased the
Certificates of the related Series that are the subject thereof if such
person did not receive a copy of a supplement to such Prospectus at or
prior to the confirmation of the sale of such Certificates and the untrue
statement or omission of a material fact contained in such Prospectus (or
supplement thereto) was corrected (a "Corrected Statement") in such other
supplement and such supplement was furnished by the Depositor to the
Underwriter prior to the delivery of such confirmation, and (iii) such
indemnity with respect to any Mortgage Pool Error shall not inure to the
benefit of the Underwriter (or any person controlling the Underwriter)
from whom the person asserting any loss, claim, damage or liability
received any Computational Materials (or any written or electronic
materials on which the Computational Materials are based) or ABS Term
Sheets that were prepared on the basis of such Mortgage Pool Error, if,
prior to the time of confirmation of the sale of the applicable
Certificates to such person, the Depositor notified the Underwriter in
writing of the Mortgage Pool Error or provided in written or electronic
form information superseding or correcting such Mortgage Pool Error (in
any such case, a "Corrected Mortgage Pool Error"), and the Underwriter
failed to notify such person thereof or to deliver to such person
corrected Computational Materials (or underlying written or electronic
materials) or ABS Term Sheets. This indemnity agreement will be in
addition to any liability which AmREIT or the Depositor may otherwise
have.
(b) The Underwriter agrees to indemnify and hold
harmless the Depositor, each of its directors, each of its officers who
signs the Registration Statement relating to the Offered Certificates of
the applicable Series, and each person who controls the Depositor within
the meaning of the Act or the Exchange Act to the same extent as the
foregoing indemnities from AmREIT and the Depositor to the Underwriter,
but only with reference to (A) written information furnished to AmREIT or
the Depositor by or on behalf of the Underwriter specifically for use in
the preparation of the documents referred to in the foregoing indemnity
with respect to the related Series, or (B) any Computational Materials or
ABS Term Sheets (or amendments or supplements thereof) furnished to the
Depositor by the Underwriter pursuant to Section 8 or Section 9 and
incorporated by reference in such Registration Statement or the related
Prospectus or any amendment or supplement thereof (except that no such
indemnity shall be available for any losses, claims, damages or
liabilities, or actions in respect thereof, resulting from any Mortgage
Pool Error, other than a Corrected Mortgage Pool Error). This indemnity
agreement will be in addition to any liability which the Underwriter may
otherwise have. Both AmREIT and the Depositor acknowledge that the
statements set forth in the last paragraph appearing on the cover page of
the related Prospectus Supplement as such statements relate to such
Offered Certificates and the first paragraph (including any table listed
below such paragraph) and the third sentence of the second paragraph
under the heading "Underwriting" in such Prospectus Supplement as such
statements relate to such Offered Certificates constitute the only
information furnished in writing by or on behalf of the Underwriter for
inclusion in the related Prospectus (other than any Computational
Materials or ABS Term Sheets (or amendments or supplements thereof)
delivered to prospective investors and furnished to the Depositor by the
Underwriter) and the Underwriter confirms that such statements are
correct.
(c) Promptly after receipt by an indemnified party
under this Section 7 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under this Section 7, notify the
indemnifying party in writing of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under
this Section 7. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to
participate therein, and to the extent that it may elect by written
notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense
thereof, with counsel satisfactory to such indemnified party; provided,
however, that if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal defenses
available to it and/or other indemnified parties which are different from
or additional to those available to the indemnifying party, the
indemnified party or parties shall have the right to select separate
counsel to assert such legal defenses and to otherwise participate in the
defense of such action on behalf of such indemnified party or parties.
Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying party will
not be liable to such indemnified party under this Section 7 for any
legal or other expenses subsequently incurred by such indemnified party
in connection with the defense thereof unless (i) the indemnified party
shall have employed separate counsel in connection with the assertion of
legal defenses in accordance with the proviso to the next preceding
sentence (it being understood, however, that the indemnifying party shall
not be liable for the expenses of more than one separate counsel approved
by the indemnified party in the case of subparagraph (a) or (b),
representing the indemnified parties under subparagraph (a) or (b), who
are parties to such action), (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement
of the action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party; and except that, if clause (i) or (iii) is
applicable, such liability shall be only in respect of the counsel
referred to in such clause (i) or (iii).
(d) If the indemnification provided for in paragraph (a) or (b)
of this Section 7 is due in accordance with its terms but is for any
reason held by a court to be unavailable from AmREIT and the Depositor,
on the one hand, or the Underwriter on the other hand, on grounds of
policy or otherwise, or if the indemnified party failed to give notice
under paragraph (c) of this Section 7 in respect of a claim otherwise
subject to indemnification in accordance with paragraph (a) or (b) of
this Section 7, the indemnifying party shall contribute to the aggregate
losses, claims, damages and liabilities (including legal and other
expenses reasonably incurred in connection with investigating or
defending same) to which the indemnified party may be subject in such
proportion so that the Underwriter is responsible for that portion
represented by the difference between the proceeds to the Depositor in
respect of the Offered Certificates appearing on the cover page of the
Prospectus Supplement for the related Series and the total proceeds
received by the Underwriter from the sale of such Offered Certificates
(the "Underwriting Discount"), and AmREIT and the Depositor are
responsible for the balance; provided, however, that in no case shall the
Underwriter be responsible for any amount in excess of such Underwriting
Discount applicable to the Offered Certificates purchased by the
Underwriter pursuant to this Agreement and the related Terms Agreement.
(e) Notwithstanding anything to the contrary in this Section 7,
no person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For
purposes of this Section 7, each person who controls the Underwriter
within the meaning of either the Act or the Exchange Act shall have the
same rights to contribution as the Underwriter, and each person who
controls AmREIT or the Depositor within the meaning of either the Act or
the Exchange Act, shall have the same rights to contribution as AmREIT
and the Depositor, subject in each case to the immediately preceding
sentence of this paragraph (e).
8. Computational Materials and Structural Term Sheets. (a) Not later
than 2:00 p.m., New York time, on the business day before the date on which
the Current Report relating to the Offered Certificates of a Series is
required to be filed by the Depositor with the Commission pursuant to Section
5(b) hereof, the Underwriter shall deliver to the Depositor or its counsel
five complete copies of, or shall transmit electronically to the Depositor or
its counsel, all materials provided by the Underwriter to prospective
investors in such Offered Certificates that constitute (i) "Computational
Materials" within the meaning of the no-action letter dated May 20, 1994
issued by the Division of Corporation Finance of the Commission to Kidder,
Peabody Acceptance Corporation I, Kidder, Peabody & Co. Incorporated, and
Kidder Structured Asset Corporation and the no-action letter dated May 27,
1994 issued by the Division of Corporation Finance of the Commission to the
Public Securities Association (together, the "Kidder Letters"), the filing of
which material is a condition of the relief granted in such letter (such
materials being the "Computational Materials"), and (ii) "Structural Term
Sheets" within the meaning of the no-action letter dated February 17, 1995
issued by the Division of Corporation Finance of the Commission to the Public
Securities Association (the "PSA Letter"), the filing of which material is a
condition of the relief granted in such letter (such materials being the
"Structural Term Sheets"). Each delivery of Computational Materials and
Structural Term Sheets to the Depositor pursuant to this paragraph (a) shall
be effected by delivering five copies of such materials, or by transmitting
electronically such materials, to counsel for the Depositor on behalf of the
Depositor at the address specified by such counsel and one copy of such
materials to the Depositor.
(b) The Underwriter represents and warrants to and agrees with the
Depositor, as of the date of the related Terms Agreement and as of the
Closing Date, that:
(i) the Computational Materials furnished to the Depositor
pursuant to Section 8(a) constitute (either in original, aggregated
or consolidated form) all of the materials furnished to prospective
investors by the Underwriter prior to the time of delivery thereof
to the Depositor that are required to be filed with the Commission
with respect to the related Offered Certificates in accordance with
the Kidder Letters, and such Computational Materials comply with the
requirements of the Kidder Letters; and
(ii) the Structural Term Sheets furnished to the Depositor
pursuant to Section 8(a) constitute all of the materials furnished
to prospective investors by the Underwriter prior to the time of
delivery thereof to the Depositor that are required to be filed with
the Commission as "Structural Term Sheets" with respect to the
related Offered Certificates in accordance with the PSA Letter, and
such Structural Term Sheets comply with the requirements of the PSA
Letter.
(c) The Underwriter shall cause such firm of certified public
accountants as it shall select to furnish to the Depositor a letter,
dated as of the date on which the Underwriter delivers any Computational
Materials (which term shall be deemed to include, for purposes of this
paragraph (c), calculated statistical information delivered to
prospective investors in the form of a Structural Term Sheet) to the
Depositor pursuant to Section 8(a), in form and substance satisfactory to
the Depositor, stating in effect that they have verified the mathematical
accuracy of any calculations, or such portion or sample thereof as is
specified in such letter, performed by the Underwriter and set forth in
such Computational Materials.
(d) If, at any time when a prospectus relating to the Offered
Certificates of a Series is required to be delivered under the Act, it
shall be necessary to amend or supplement the related Prospectus as a
result of an untrue statement of a material fact contained in any
Computational Materials or Structural Term Sheets provided by the
Underwriter pursuant to this Section 8 or the omission to state therein a
material fact required, when considered in conjunction with the related
Prospectus and Prospectus Supplement, to be stated therein or necessary
to make the statements therein, when read in conjunction with the related
Prospectus and Prospectus Supplement, not misleading, or if it shall be
necessary to amend or supplement any Current Report relating to any
Computational Materials or Structural Term Sheets to comply with the Act
or the rules thereunder, the Underwriter promptly will prepare and
furnish to the Depositor for filing with the Commission an amendment or
supplement which will correct such statement or omission or an amendment
which will effect such compliance.
9. Collateral Term Sheets. (a) Not later than 2:00 p.m., New York
time, on the business day immediately following the date on which any
"Collateral Term Sheet" (within the meaning of the PSA letter) was first
delivered to a prospective investor in such Offered Certificates, the
Underwriter shall deliver (or shall transmit electronically) to the Depositor
or its counsel copies of all materials provided by the Underwriter to
prospective investors in the Offered Certificates that constitute "Collateral
Term Sheets." Each delivery of a Collateral Term Sheet to the Depositor
pursuant to this paragraph (a) shall be effected by delivering (or
transmitting electronically) four copies of such materials to counsel for the
Depositor on behalf of the Depositor at the address specified by such counsel
and one copy of such materials to the Depositor. (Collateral Term Sheets and
Structural Term Sheets are, together, referred to herein as "ABS Term
Sheets.") At the time of each such delivery, the Underwriter shall indicate in
writing that the materials being delivered constitute Collateral Term Sheets,
and, if there has been any prior such delivery with respect to the related
Series, shall indicate whether such materials differ in any material respect
from any Collateral Term Sheets previously delivered to the Depositor with
respect to such Series pursuant to this Section 9(a) as a result of the
occurrence of a material change in the characteristics of the related Mortgage
Loans.
(b) The Underwriter represents and warrants to and agrees with the
Depositor as of the date of the related Terms Agreement and as of the
Closing Date, that the Collateral Term Sheets furnished to the Depositor
pursuant to Section 9(a) constitute all of the materials furnished to
prospective investors by the Underwriter prior to time of delivery
thereof to the Depositor that are required to be filed with the
Commission as "Collateral Term Sheets" with respect to the related
Offered Certificates in accordance with the PSA Letter, and such
Collateral Term Sheets comply with the requirements of the PSA Letter;
(c) The Underwriter may cause such firm of certified Public
Accountants as it shall select to prepare a letter, dated as of the date
on which the Underwriter delivers any Collateral Term Sheets to the
depositor pursuant to Section 9(a) (and, in the event that the
Underwriter does so, it shall cause the Depositor to be an addressee of
such letter), stating in effect that they have verified the mathematical
accuracy of any calculations, or such portion or sample thereof as is
specified in such letter, performed by the Underwriter and set forth in
such Collateral Term Sheets.
(d) If, at any time when a prospectus relating to the Offered
Certificates of a Series is required to be delivered under the Act, it
shall be necessary to amend or supplement the related Prospectus as a
result of an untrue statement of a material fact contained in any
Collateral Term Sheets provided by the Underwriter pursuant to this
Section 9 or the omission to state therein a material fact required, when
considered in conjunction with the related Prospectus and Prospectus
Supplement, to be stated therein or necessary to make the statements
therein, when read in conjunction with the related Prospectus and
Prospectus Supplement, not misleading, or if it shall be necessary to
amend or supplement any Current Report relating to any Collateral Term
Sheets to comply with the Act or the rules thereunder, the Underwriter
promptly will prepare and furnish to the Depositor for filing with the
Commission, and the Depositor shall promptly file therewith, an amendment
or supplement which will correct such statement or omission or an
amendment which will effect such compliance.
10. Default of Underwriters. If any Underwriter or Underwriters
participating in an offering of Certificates default in their obligations to
purchase Certificates hereunder and under the Terms Agreement and the
aggregate principal amount of such Certificates which such defaulting
Underwriter or Underwriters agreed, but failed, to purchase does not exceed
10% of the total principal amount of the Certificates set forth in such Terms
Agreement, you may make arrangements satisfactory to the Depositor for the
purchase of such Certificates by other persons, including any of the
Underwriters participating in such offering, but if no such arrangements are
made within a period agreed to by you and the Depositor after the applicable
Closing Date, the non-defaulting Underwriters shall be obligated severally, in
proportion to their respective total commitments hereunder and under such
Terms Agreement, to purchase the Certificate which such defaulting
Underwriters agreed but failed to purchase. If any Underwriter or Underwriters
so default and the aggregate principal amount of Certificates with respect to
which such default or defaults occur is more than 10% of the total principal
amount of the Certificates set forth in such Terms Agreement and arrangements
satisfactory to you and the Depositor for the purchase of such Certificates by
other persons are not made within such period agreed to by you and the
Depositor after such default, this Agreement will terminate without liability
on the part of any non-defaulting Underwriter or the Depositor, except as
provided in Section 11. As used in this Agreement, the term "Underwriter"
includes any person substituted for an Underwriter under this Section. Nothing
herein will relieve a defaulting Underwriter from liability for its default.
11. Termination. You, as Representative of the Underwriters named in
any Terms Agreement, may also terminate such Terms Agreement, immediately upon
notice to the Depositor, at any time at or prior to the applicable Closing
Date, (i) if there has been, since the date of such Terms Agreement or since
the respective dates as of which information is given in the Registration
Statement or Prospectus, any change or any development involving a prospective
change, in or affecting the condition, financial or otherwise, earnings,
affairs or business of the Depositor or the Trust Fund, whether or not arising
in the ordinary course of business, which in your judgment would materially
impair the market for, or the investment quality of, the Certificates, or (ii)
if there has occurred any outbreak of hostilities or other calamity or crisis
the effect of which on the financial markets of the United States is such as
to make it, in your judgment, impracticable to market the Certificates or
enforce contracts for the sale of the Certificates, or (iii) if trading
generally on either the New York Stock Exchange or the American Stock Exchange
has been suspended, or minimum or maximum prices for trading have been fixed,
or maximum ranges for prices for securities have been required, by either of
said exchanges or by order of the Commission or any other governmental
authority, or if a banking moratorium has been declared by either federal, New
York or California authorities.
12. Representations and Indemnities to Survive Delivery. The
agreements, representations, warranties, indemnities and other statements of
the Depositor and AmREIT or their respective officers and of the Underwriter
set forth in or made pursuant to this Agreement and the related Terms
Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of the Underwriter, AmREIT, the Depositor
or any of the officers, directors or controlling persons referred to in
Section 7 hereof, and will survive delivery of and payment for the related
Offered Certificates. The provisions of Section 7 hereof shall survive the
termination or cancellation of this Agreement and the related Terms Agreement.
13. Successors. This Agreement and the related Terms Agreement will
inure to the benefit of and be binding upon the parties hereto and thereto and
their respective successors and the officers, directors and controlling
persons referred to in Section 7 hereof, and their successors and assigns, and
no other person will have any right or obligation hereunder or thereunder. No
purchaser of any Offered Certificate from the Underwriter shall be deemed a
successor or assign by reason of such purchase.
14. APPLICABLE LAW. THIS AGREEMENT AND THE RELATED TERMS AGREEMENT
WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.
15. Miscellaneous. This Agreement, as supplemented by the related
Terms Agreement, supersedes all prior and contemporaneous agreements and
understandings relating to the subject matter hereof. This Agreement and the
related Terms Agreement or any term of each may not be changed, waived,
discharged or terminated except by an affirmative written agreement made by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement and the related Terms
Agreement are for purposes of reference only and shall not limit or otherwise
affect the meaning hereof or thereof.
16. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Underwriter, will be delivered
to it at the address first above written; or if sent to the Depositor, will be
delivered to American Residential Eagle, Inc., 445 Marine View Avenue, Suite
100, Del Mar, California 92014, Attention: Mark A. Conger, Chief Financial
Officer.
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the undersigned a counterpart hereof,
whereupon this letter and your acceptance shall represent a binding agreement
between the Depositor and the Underwriter.
Very truly yours,
AMERICAN RESIDENTIAL EAGLE, INC.
By:______________________________________
Name:
Title:
AMERICAN RESIDENTIAL INVESTMENT TRUST, INC.
By:______________________________________
Name:
Title:
The foregoing Agreement is hereby
confirmed and accepted as of the date
first above written.
LEHMAN BROTHERS INC.
acting on behalf of itself and, if applicable, as the Representative of the
several Underwriters named in the Terms Agreement.
By:_________________________
Name:
Title:
<PAGE>
EXHIBIT A
AMERICAN RESIDENTIAL EAGLE, INC.
MORTGAGE-BACKED CERTIFICATES
SERIES ____-__
TERMS AGREEMENT
(to Standard Terms Underwriting Agreement,
dated __, 199_
between the Depositor and the Underwriter)
American Residential Eagle, Inc. New York, New York
American Residential Investment Trust Inc. [Date]
445 Marine View Avenue
Suite 100
Del Mar, California 92014
[UNDERWRITER] (the "Underwriter") agrees, subject to the terms and
provisions herein and of the captioned Underwriting Agreement (the
"Underwriting Agreement"), to purchase such Classes of Series ____-__
Certificates specified in Section 2(a) hereof (the "Offered Certificates").
This letter supplements and modifies the Underwriting Agreement solely as it
relates to the purchase and sale of the Offered Certificates described below.
The Series ____-__ Certificates are registered with the Securities and
Exchange Commission by means of an effective Registration Statement (No.
333-47311). Capitalized terms used and not defined herein have the meanings
given them in the Underwriting Agreement.
Section 1. The Mortgage Pool: The Series ____-__ Certificates shall
evidence the entire beneficial ownership interest in a Collateralized Mortgage
Bond (the "Underlying Bond") secured by a mortgage pool (the "Mortgage Pool")
of conventional, [fixed rate], [adjustable rate] fully amortizing one- to
four-family residential mortgage loans (the "Mortgage Loans") having the
following characteristics as of ________ __, ____ (the "Cut-off Date"):
(a) Terms of the Underlying Bond: [ ].
(b) Aggregate Principal Amount of the Mortgage Pool: $[
_____________ ] aggregate principal balance as of the Cut-off Date,
subject to [an upward or downward variance of up to [ ____ ]%, the
precise aggregate principal balance to be determined by the Depositor][a
permitted variance such that the aggregate Scheduled Principal Balance
thereof will be not less than $[ ______ ] or greater than $[ ]].
(c) Original Terms to Maturity: The original term to maturity of
each Mortgage Loan included in the Mortgage Pool shall be between ___ and
___ years.
Section 2. The Certificates: The Offered Certificates shall be
issued as follows:
(a) Classes: The Offered Certificates shall be issued with the
following Class designations, interest rates and principal balances,
subject in the aggregate to the variance referred to in Section
1(a)[and, as to any particular Class, to an upward or downward
variance of up to [ ]%]:
Principal Interest Class Purchase
Class Balance Rate Price Percentage
(b) The Offered Certificates shall have such other characteristics
as described in the related Prospectus.
Section 3. Terms of Sale of Offered Certificates: The Depositor
agrees to sell to [______________________________ (the "Underwriter[s]")] and
[and ___________________ each] agree[s][, severally and not jointly,] to
purchase from the Depositor the Offered Certificates in the principal amounts
and prices set forth beneath their [respective] name[s] on Schedule 1. The
purchase price for each class of the Offered Certificates shall be the
applicable Purchase Price Percentage set forth above plus accrued interest at
the applicable initial interest rate per annum from and including the Cut-off
Date up to, but not including, the Closing Date.
[The Underwriter[s] will offer the Offered Certificates to the
public from time to time in negotiated transactions or otherwise at varying
prices to be determined at the time of sale.]
Section 4. Required Ratings:The Offered Certificates shall have
received Required Ratings of at least [ ] from [ ].
Section 5. Tax Treatment: [One or more elections will be made to
treat the assets of the Trust Fund as a FASIT.] [The Trust Fund will be
treated as a "grantor trust" for federal income tax purposes.]
Section 6. Closing Date: 10:00 a.m., New York time, on or about ,
19__. On the Closing Date, the Depositor will deliver the Offered Certificates
to the Underwriter against payment therefor.
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the undersigned a counterpart hereof,
whereupon this letter and your acceptance shall represent a binding agreement
between the Underwriter and the Depositor.
Very truly yours,
[UNDERWRITER]
By:________________________
Name:
Title:
The foregoing Agreement is hereby
confirmed and accepted as of the date
first above written.
AMERICAN RESIDENTIAL EAGLE, INC.
By:_________________________________
Name:
Title:
AMERICAN RESIDENTIAL INVESTMENT TRUST, INC..
By:_________________________________
Name:
Title:
EXECUTION
AMERICAN RESIDENTIAL EAGLE, INC.
MORTGAGE-BACKED CALLABLE CERTIFICATES
SERIES 1998-1
TERMS AGREEMENT
(to Standard Terms Underwriting Agreement,
dated June 11, 1998
between the Depositor and the Underwriter)
American Residential Eagle, Inc. New York, New York
American Residential Investment Trust Inc. June 11, 1998
445 Marine View Avenue
Suite 100
Del Mar, California 92014
Lehman Brothers Inc. (the "Underwriter") agrees, subject to the
terms and provisions herein and of the captioned Underwriting Agreement (the
"Underwriting Agreement"), to purchase such Classes of Series 1998-1 Mortgage
Backed Callable Certificates ("Series 1998-1 Certificates") specified in
Section 2(a) hereof (the "Offered Certificates"). This letter supplements and
modifies the Underwriting Agreement solely as it relates to the purchase and
sale of the Offered Certificates described below. The Offered Certificates are
registered with the Securities and Exchange Commission by means of an
effective Registration Statement (No. 333-47311). Capitalized terms used and
not defined herein have the meanings given them in the Underwriting Agreement.
Section 1. The Mortgage Pool: The Series 1998-1 Certificates shall
evidence the entire beneficial ownership interest in a Collateralized Mortgage
Bond (the "Underlying Bond") secured by a mortgage pool (the "Mortgage Pool")
of conventional, adjustable rate, fully amortizing one- to four-family
residential mortgage loans (the "Mortgage Loans") having the characteristics
set forth in the Prospectus Supplement, to be dated June 15, 1998, relating to
the issuance, offering and sale of the Offered Certificates (the "Prospectus
Supplement") under the caption "Trust Fund Assets-The Mortgage Pool":
(a) Terms of the Underlying Bond: $456,822,000 initial principal
balance; the calculation of interest, principal amortization, redemption
features and other terms relating to the Underlying Bond are described in
the Prospectus Supplement under the caption "Summary-Description of the
Underlying Bond."
(b) Aggregate Principal Amount of the Mortgage Pool: Approximately
$463,075,880 aggregate principal balance as of the Cut-off Date, subject
to adjustment for removal or substitution of the Mortgage Loan collateral
prior to Closing.
Section 2. The Certificates: The Offered Certificates shall be
issued as follows:
(a) Classes: The Offered Certificates shall be issued with the
following Class designations, interest rates and principal balances:
<TABLE>
<CAPTION>
Class
Principal Interest Class Purchase
Class Balance Rate Price Percentage
- ----- ------- ---- ----------------
<S> <C> <C> <C>
A-1............... $143,970,000 (1) 100%
A-2............... $232,093,000 (2) 100%
M-1............... $ 46,029,000 (3) 100%
</TABLE>
- ----------------------
(1) Interest will accrue on the Class A-1 Certificates with respect to each
Distribution Date at a per annum rate equal to the least of (i) LIBOR (as
defined in the Prospectus Supplement) plus 0.09%(the "Class A-1 Spread"),
(ii) 9.50% and (iii) the Bond Interest Rate (as defined in the Prospectus
Supplement). On each Bond Distribution Date after which the Bond
Principal Balance (as defined herein) is less than 35% of the initial
Bond Principal Balance, the Certificate Interest Rate of the Class A-1
Certificates will be increased as described in the Prospectus Supplement.
The initial Certificate Interest Rate of the Class A-1 Certificates will
be 5.75%.
(2) Interest will accrue on the Class A-2 Certificates with respect to each
Distribution Date at a per annum rate equal to the least of (i) LIBOR
plus 0.21% (the "Class A-2 Spread"), (ii) 9.50% per annum and (iii) the
Bond Interest Rate. On each Bond Distribution Date after which the Bond
Principal Balance is less than 35% of the initial Bond Principal Balance,
the Certificate Interest Rate of the Class-A-2 Certificates will be
increased as described in the Prospectus Supplement. The initial
Certificate Interest Rate of the Class A-2 Certificates will be 5.87%.
(3) Interest will accrue on the Class M-1 Certificates with respect to each
Distribution Date a per annum rate equal to the least of (i) LIBOR plus
0.50% (the "Class M-1 Spread"), (ii) 9.50% per annum and (iii) the Bond
Interest Rate. On each Bond Distribution Date after which the Bond
Principal Balance is less than 35% of the initial Bond Principal Balance,
the Certificate Interest Rate of the class-M-1 Certificates will be
increased as described in the Prospectus Supplement. The initial
Certificate Interest Rate of the class A-2 Certificates will be 6.16%.
(b) The Offered Certificates shall have such other characteristics
as described in the Prospectus Supplement.
Section 3. Terms of Sale of Offered Certificates: The Depositor
agrees to sell to the Underwriter and the Underwriter agrees to purchase from
the Depositor the Offered Certificates in the principal amounts set forth in
Section 2 hereof at a purchase price for each Class of the Offered
Certificates equal to the Class Principal Balance set forth above multiplied
by the Purchase Price Percentage set forth above.
The Underwriter will offer the Offered Certificates to the public
from time to time in negotiated transactions or otherwise at varying prices to
be determined at the time of sale.
Section 4. Required Ratings:The Offered Certificates shall have
received the following Required Ratings:
Class A-1/Class A-2: "AAA" by Standard & Poor's Ratings Services, a
division of The McGraw-Hill Corporation, Inc. and "AAA" by Duff &
Phelps Credit Rating Co. ("DCR").
Class M-1: "AA" by DCR.
Section 5. Tax Treatment: An election will be made to treat the
assets of the Trust Fund as a FASIT for federal income tax purposes.
Section 6. Closing Date: 10:00 a.m., New York time, on or about June
17, 1998. On the Closing Date, the Depositor will deliver the Offered
Certificates to the Underwriter against payment therefor.
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the undersigned a counterpart hereof,
whereupon this letter and your acceptance shall represent a binding agreement
between the Underwriter and the Depositor.
Very truly yours,
LEHMAN BORTHERS INC.
BY:__________________________________
Name:
Title:
The foregoing Agreement is hereby
confirmed and accepted as of the date
first above written.
AMERICAN RESIDENTIAL EAGLE, INC.
By:__________________________________
Name:
Title:
AMERICAN RESIDENTIAL INVESTMENT TRUST, INC.
By:__________________________________
Name:
Title:
EXECUTION
AMERICAN RESIDENTIAL EAGLE, INC., as Depositor,
FIRST UNION NATIONAL BANK, as Trustee
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer
---------------------------
TRUST AGREEMENT
Dated as of June 1, 1998
---------------------------
AMERICAN RESIDENTIAL EAGLE CERTIFICATE TRUST 1998-1
Mortgage Backed Callable Certificates, Series 1998-1
TABLE OF CONTENTS
Section Page
ARTICLE I.
DEFINITIONS
1.01. Definitions...........................................................2
1.02. Calculations Respecting Accrued Interest.............................17
ARTICLE II.
DECLARATION OF TRUST; CONVEYANCE OF THE UNDERLYING BOND;
ISSUANCE OF CERTIFICATES
2.01. Conveyance of the Underlying Bond......................................18
2.02. Issuance of Certificates..............................................18
ARTICLE III.
THE CERTIFICATES
3.01. The Certificates.....................................................19
3.02. Registration.........................................................19
3.03. Transfer and Exchange of Certificates................................19
3.04. Cancellation of Certificates.........................................22
3.05. Replacement of Certificates..........................................22
3.06. Persons Deemed Owners................................................23
3.07. Temporary Certificates...............................................23
3.08. Appointment of Paying Agent..........................................23
3.09. Book-Entry Certificates..............................................24
ARTICLE IV.
ADMINISTRATION OF THE TRUST FUND
4.01. [Reserved]...........................................................25
4.02. [Reserved]...........................................................25
4.03. Reports to Certificateholders........................................25
4.04. Certificate Account..................................................28
4.05. Determination of LIBOR...............................................29
4.06. [Reserved]...........................................................30
ARTICLE V.
DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
5.01. Distributions Generally..............................................31
5.02. Distributions from the Certificate Account...........................31
5.03. Allocation of Losses.................................................34
5.04. [Reserved]...........................................................35
5.05. [Reserved]...........................................................35
5.06. Reserve Fund.........................................................35
ARTICLE VI.
CONCERNING THE TRUSTEE; EVENTS OF DEFAULT
6.01. Events of Default.....................................................37
6.02. Acceleration of Maturity; Discussion and Amendment....................37
6.03. Control by Certificateholders.........................................37
6.04. Sale of Trust Estate..................................................37
6.05. Undertaking for Costs.................................................38
6.06. Sale of Trust Estate..................................................38
6.07. Duties of Trustee....................................................38
6.08. Certain Matters Affecting the Trustee................................39
6.09. Trustee Not Liable for Certificates..................................40
6.10. Trustee May Own Certificates.........................................40
6.11. Eligibility Requirements for Trustee.................................40
6.12. Resignation and Removal of Trustee...................................41
6.13. Successor Trustee....................................................42
6.14. Merger or Consolidation of Trustee...................................42
6.15. [Reserved]...........................................................42
6.16. Authenticating Agents................................................42
6.17. Indemnification of Trustee...........................................43
6.18. Fees and Expenses of Trustee.........................................44
6.19. Collection of Monies; Remedies.......................................44
6.20. Limitation of Liability...............................................44
6.21. Trustee May Enforce Claims Without Possession of Certificates.........44
6.22. Waiver of Bond Requirement............................................44
6.23. Waiver of Inventory, Accounting and Appraisal Requirement.............44
ARTICLE VII.
PURCHASE AND TERMINATION OF THE TRUST FUND; PURCHASE OF
CERTIFICATES
7.01. Termination of Trust Fund Upon Maturity or Redemption
of the Underlying Bond Special Purchase of Certificate...............45
7.02. Procedure Upon Termination of Trust Fund.............................46
ARTICLE VIII.
RIGHTS OF CERTIFICATEHOLDERS
8.01. Limitation on Rights of Holders......................................47
8.02. Access to List of Holders............................................48
8.03. Acts of Holders of Certificates......................................48
ARTICLE IX.
[RESERVED]
ARTICLE X.
FASIT ADMINISTRATION
ARTICLE XI.
MISCELLANEOUS PROVISIONS
11.01. Binding Nature of Agreement; Assignment.............................52
11.02. Entire Agreement....................................................52
11.03. Amendment...........................................................52
11.04. Voting Rights.......................................................53
11.05. Provision of Information............................................54
11.06. Governing Law.......................................................54
11.07. Notices.............................................................54
11.08. Severability of Provisions..........................................54
11.09. Indulgences; No Waivers.............................................55
11.10. Headings Not To Affect Interpretation...............................55
11.11. Benefits of Agreement...............................................55
11.12. Special Notices to the Rating Agencies..............................55
11.13. Counterparts........................................................56
ATTACHMENTS
Exhibit A Forms of Certificates
Exhibit B-1 Form of Initial Certification
Exhibit B-2 Form of Interim Certification
Exhibit B-3 Form of Final Certification
Exhibit B-4 Form of Endorsement
Exhibit C Request for Release of Documents and Receipt
Exhibit D-l Class O Certificate Transfer Affidavit (Transferee)
Exhibit D-2 Class O Certificate Transfer Affidavit (Transferor)
Exhibit F Form of Rule 144A Transfer Certificate
Exhibit G Form of Purchaser's Letter for Institutional
Accredited Investors
Exhibit H Form of ERISA Transfer Affidavit
Exhibit I Monthly Remittance Advice
Exhibit J Monthly Electronic Data Transmission
This TRUST AGREEMENT, dated as of June 1, 1998 (the "Agreement"), is by
and between AMERICAN RESIDENTIAL EAGLE, INC., a Delaware corporation, as
depositor (the "Depositor"), FIRST UNION NATIONAL BANK, a national banking
association with its main office in Charlotte, North Carolina, as trustee (the
"Trustee") and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as Master
Servicer (solely for the purposes of Article IV and Article X hereof).
PRELIMINARY STATEMENT
(I) The Depositor has acquired the Underlying Bond from American
Residential Eagle Mortgage Bond Trust 1998-1 (the "Bond Issuer"), and at the
Closing Date is the owner of the Underlying Bond and other property being
conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing
Date, the Depositor will acquire the Certificates from the Trust Fund, as
consideration for its transfer to the Trust Fund of the Underlying Bond and
the other property constituting the Trust Fund. The Depositor has duly
authorized the execution and delivery of this Agreement to provide for the
conveyance to the Trustee of the Underlying Bond and the other property
constituting the Trust Fund. All covenants and agreements made by the
Depositor and the Trustee herein with respect to the Underlying Bond and the
other property constituting the Trust Fund are for the benefit of the Holders
from time to time of the Certificates. The Trustee is accepting the Trust Fund
created hereby for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.
(II) The Depositor and the Trustee intend that the Trust Fund be treated
as a FASIT for federal income tax purposes and an election of FASIT status
will be made with respect to the Trust Fund. The Class A-1, Class A-2, Class
M-1, Class M-2, Class B and Class X Certificates shall be "Regular Interests"
in the FASIT. The Class O Certificate shall be the sole class of "Ownership
Interest" in the FASIT.
(III) The following table sets forth (or describes) the Class
designation, Certificate Interest Rate, initial Class Certificate Principal
Amount and the minimum denomination for each Class of Certificates comprising
the interests in the Trust Fund created hereunder.
<TABLE>
<CAPTION>
Class Designation Certificate Interest Rate Initial Certificate Minimum
Principal Amount Denominations
<S> <C> <C> <C>
Class A-1 (1) $143,970,000.00 $100,000
Class A-2 (2) 232,093,000.00 100,000
Class M-1 (3) 46,029,000.00 100,000
Class M-2 (4) 17,365,000.00 250,000
Class B (5) 17,365,000.00 250,000
Class X (6) (6) (7)
Class O (6) (6) (7)
</TABLE>
___________________________
(1) The Certificate Interest Rate with respect to any Distribution Date
for the Class A-1 Certificates is a per annum rate equal to the least
of (i) the LIBOR plus 0.09% (the "Class A-1 Spread"), (ii) 9.50% per
annum and (iii) the Bond Interest Rate. On each Bond Distribution
Date after which the Bond Principal Balance is less than 35% of the
initial Bond Principal Balance, the Class A-1 Spread with respect to
each succeeding Distribution Date will be increased to 0.18%. The
initial Certificate Interest Rate of the Class A-1 Certificates will
be 5.75%.
(2) The Certificate Interest Rate with respect to any Distribution Date
for the Class A-2 Certificates is a per annum rate equal to the least
of (i) LIBOR plus 0.21% (the "Class A-2 Spread"), (ii) 9.50% per
annum and (iii) the Bond Interest Rate. On each Bond Distribution
Date after which the Bond Principal Balance is less than 35% of the
initial Bond Principal Balance, the Class A-2 Spread with respect to
each succeeding Distribution Date will be increased to 0.42%. The
initial Certificate Interest Rate of the Class A-2 Certificates will
be 5.87%.
(3) The Certificate Interest Rate with respect to any Distribution Date
for the Class M-1 Certificates is a per annum rate equal to the least
of (i) LIBOR plus 0.50% (the "Class M-1 Spread"), (ii) 9.50% per
annum and (iii) the Net Funds Cap. On each Bond Distribution Date
after which the Bond Principal Balance is less than 35% of the
initial Bond Principal Balance, the Class M-1 Spread with respect to
each succeeding Distribution Date will be increased to 1.00%. The
initial Certificate Interest Rate of the Class M-1 Certificates will
be 6.16%.
(4) The Certificate Interest Rate with respect to any Distribution Date
for the Class M-2 Certificates is a per annum rate equal to the least
of (i) LIBOR plus 0.70% (the "Class M-2 Spread"), (ii) 9.50% and
(iii) the Net Funds Cap. On each Bond Distribution Date after which
the Bond Principal Balance is less than 35% of the initial Bond
Principal Balance, the Class M-2 Spread with respect to each
succeeding Distribution Date will be increased to 1.20%. The initial
Certificate Interest Rate of the Class M-2 Certificates is 6.36%.
(5) The Certificate Interest Rate with respect to any Distribution Date
for the Class B Certificates is a per annum rate equal to the least
of (i) LIBOR plus 1.40% (the "Class B Spread"), (ii) 9.50% and (iii)
the Net Funds Cap. On each Bond Distribution Date after which the
Bond Principal Balance is less than 35% of the initial Bond Principal
Balance, the Class B Spread with respect to each succeeding
Distribution Date will be increased to 1.90%. The initial Certificate
Interest Rate of the Class B Certificates is 7.06%
(6) The Class X and Class O Certificates will be issued without a
Certificate Principal Amount. The Class O Certificate will not bear
interest. The Class X Certificate is an interest-only certificate and
will have a notional principal balance equal at all times to the Bond
Principal Balance. For each Accrual Period, interest will accrue on
the Class X Certificate notional principal balance at a rate equal to
the excess, if any, of (i) the Bond Interest Rate over (ii) a rate
equal to LIBOR plus a spread that equals the weighted average of the
Class A-1 Spread, the Class A-2 Spread, the Class M-1 Spread, the
Class M-2 Spread and the Class B Spread; provided, however, that if
the Certificate Interest Rate of the Class A-1, Class A-2, Class M-1,
Class M-2 or Class B Certificates is calculated on the basis of
clause (ii) or (iii) of the applicable definition of Certificate
Interest Rate, the rate calculated pursuant to this clause (ii) shall
be calculated on the basis of the weighted average of such rate or
rates.
(7) The Class X and Class O Certificates will each be issued as a single
Certificate evidencing the entire Percentage Interest in such Class.
As of the Cut-off Date, the Underlying Bond had a Principal Balance of
$456,822,000.
In consideration of the mutual agreements herein contained, the Depositor
and the Trustee hereby agree as follows:
ARTICLE I.
DEFINITIONS
Section 1.01. Definitions. The following words and phrases, unless the
context otherwise requires, shall have the meanings set forth below.
Capitalized terms that are used but not defined in this Trust Agreement and
which are defined in the Indenture or the Master Servicing Agreement shall
have the meaning ascribed to them therein:
Accountant: A person engaged in the practice of accounting whom (except
when this Agreement provides that an Accountant must be Independent) may be
employed by or affiliated with the Depositor or an Affiliate of the Depositor.
Accrual Period: With respect to any Distribution Date, the one-month
period beginning on the immediately preceding Distribution Date (or on the
Closing Date, in the case of the first Accrual Period) and ending on the day
immediately preceding the related Distribution Date.
Additional Collateral: None.
Adjusted Prepayment Interest Shortfalls: With respect to any Distribution
Date, Prepayment Interest Shortfalls for such Distribution Date minus any
Compensating Interest Payments for such Distribution Date.
Affiliate: With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect
to any specified Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Aggregate Loan Balance: The aggregate of the Scheduled Principal Balances
for all Mortgage Loans at the date of determination.
Aggregate Notional Amount: With respect to any Class of Notional
Certificates, the applicable aggregate notional amount set forth or described
in the Preliminary Statement hereto.
Aggregate Voting Interests: The aggregate of the Voting Interests of all
the Certificates under this Agreement.
Agreement: This Trust Agreement and all amendments and supplements
hereto.
Applied Loss Amount: With respect to any Distribution Date, the amount,
if any, by which (x) the aggregate Certificate Principal Amount after giving
effect to distributions on such date, but before giving effect to any
application of the Applied Loss Amount on such date, exceeds (y) the
Stepped-up Bond Balance as of the close of the related Collection Period.
Authenticating Agent: Any authenticating agent appointed by the Trustee
pursuant to Section 6.10.
Authorized Officer: Any Person who may execute an Officer's Certificate
on behalf of the Depositor.
Bankruptcy: As to any Person, the making of an assignment for the benefit
of creditors, the filing of a voluntary petition in bankruptcy, adjudication
as a bankrupt or insolvent, the entry of an order for relief in a bankruptcy
or insolvency proceeding, the seeking of reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief, or
seeking, consenting to or acquiescing in the appointment of a trustee,
receiver or liquidator, dissolution, or termination, as the case may be, of
such Person pursuant to the provisions of either the United States Bankruptcy
Code of 1986, as amended, or any other similar state laws.
Basis Risk Shortfall: With respect to any Distribution Date and each
Class of Certificates, the amount by which (a) the amount that would be
payable if clause (i) or (ii) of the definition of Certificate Interest Rate
applicable to such Class of Certificates were used to calculate interest on
such Class of Certificates exceeds (b) the amount that is payable on such
Class of Certificates calculated on the basis of the Bond Interest Rate.
Benefit Plan Opinion: An Opinion of Counsel satisfactory to the Trustee
to the effect that any proposed transfer will not (i) cause the assets of the
Trust Fund to be regarded as plan assets for purposes of the Plan Asset
Regulations or (ii) give rise to any fiduciary duty on the part of the
Depositor or the Trustee.
Bond Issuer: American Residential Eagle Bond Trust 1998-1, a Delaware
business trust.
Bond Overcollateralization Deficiency: With respect to any Distribution
Date, the amount by which the Targeted Overcollateralization Amount exceeds
the Bond Overcollateralization Amount (after giving effect to the
distributions to be made on such Distribution Date).
Bond Overcollateralization Excess Amount: With respect to each
Distribution Date, the excess of (i) the Bond Overcollateralization Amount for
such date, over (ii) the Targeted Overcollateralization Amount for such date.
Bond Trustee: First Union National Bank in its capacity as trustee under
the Indenture.
Book-Entry Certificates: Beneficial interests in Certificates designated
as "Book-Entry Certificates" in this Agreement, ownership and transfers of
which shall be evidenced or made through book entries by a Clearing Agency as
described in Section 3.09; provided, that after the occurrence of a condition
whereupon book-entry registration and transfer are no longer permitted and
Definitive Certificates are to be issued to Certificate Owners, such
Book-Entry Certificates shall no longer be "Book-Entry Certificates." As of
the Closing Date, the following Classes of Certificates constitute Book-Entry
Certificates: the Class A-1, Class A-2, Class M-1, Class M-2 and Class B
Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday and (ii) a
day on which banking institutions in New York, New York or, if other than New
York, the city in which the Corporate Trust Office of the Trustee is located,
or the State of Maryland, the State of Minnesota or the State of North
Carolina.
Carryforward Interest: With respect to any Distribution Date and each
Class of Class A-1, Class A-2, Class M-1, Class M-2 and Class B Certificates,
the sum of (i) the amount, if any, by which (x) the sum of (A) Current
Interest for such Class for the immediately preceding Distribution Date and
(B) any unpaid Carryforward Interest for such Class from previous Distribution
Dates exceeds (y) the amount distributed in respect of interest on such Class
on such immediately preceding Distribution Date, and (ii) interest on such
amount for the related Accrual Period at the applicable Certificate Interest
Rate.
Certificate: Any one of the certificates signed and countersigned by the
Trustee in substantially the forms attached hereto as Exhibit A.
Certificate Account: The account maintained by the Trustee in accordance
with the provisions of Section 4.04. Such account is referred to in the
Prospectus as the Distribution Account.
Certificate Interest Rate: With respect to each Class of Certificates,
the applicable per annum rate set forth or described in the Preliminary
Statement hereto.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the owner of such Book-Entry Certificate, as reflected on the books of
the Clearing Agency, or on the books of a Person maintaining an account with
such Clearing Agency (directly or as an indirect participant, in accordance
with the rules of such Clearing Agency).
Certificate Principal Amount: With respect to any Certificate other than
a Class X or Class O Certificate, at the time of determination, the maximum
specified dollar amount of principal to which the Holder thereof is then
entitled hereunder, such amount being equal to the initial principal amount
set forth on the face of such Certificate, less the amount of all principal
distributions previously made with respect to such Certificate and all Applied
Loss Amounts previously allocated to such Certificate.
Certificate Register and Certificate Registrar: The register maintained
and the registrar appointed pursuant to Section 3.02.
Certificateholder: The meaning provided in the definition of "Holder."
Class: All Certificates bearing the same class designation.
Class B Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event has not
occurred with respect to such Distribution Date, the amount, if any, by which
(x) the sum of (i) the Class Certificate Principal Amounts of the Class A-1,
Class A-2, Class M-1 and Class M-2 Certificates after giving effect to
distributions on such Distribution Date and (ii) the Class Certificate
Principal Amount of the Class B Certificates immediately prior to such
Distribution Date exceeds (y) the lesser of (A) the product of (i) 97.30% and
(ii) the Stepped-up Bond Balance and (B) the amount, if any, by which (i) the
Stepped-up Bond Balance exceeds (ii) $2,315,379.
Class Certificate Principal Amount: With respect to each Class of
Certificates other than the Class X and Class O Certificates, the aggregate of
the Certificate Principal Amounts of all Certificates of such Class at the
date of determination.
Class M-1 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event has not
occurred with respect to such Distribution Date, the amount, if any, by which
(x) the sum of (i) the Class Certificate Principal Amount of the Class A-1 and
Class A-2 Certificates after giving effect to distributions on such
Distribution Date and (ii) the Class Certificate Principal Amount of the Class
M-1 Certificates immediately prior to such Distribution Date exceeds (y) the
lesser of (A) the product of (i) 82.30% and (ii) the Stepped-up Bond Balance
and (B) the amount, if any, by which (i) the Stepped-up Bond Balance exceeds
(ii) $2,315,379.
Class M-2 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event has not
occurred with respect to such Distribution Date, the amount, if any, by which
(x) the sum of (i) the Class Certificate Principal Amounts of the Class A-1,
Class A-2 and Class M-1 Certificates after giving effect to distributions on
such Distribution Date and (ii) the Class Certificate Principal Amount of the
Class M-2 Certificates immediately prior to such Distribution Date exceeds (y)
the lesser of (A) the product of (i) 89.80% and (ii) the Stepped-up Bond
Balance and (B) the amount, if any, by which (i) the Stepped-up Bond Balance
exceeds (ii) $2,315,379.
Class O Certificate: The Class O Certificate executed by the Trustee, and
authenticated by the Certificate Registrar, substantially in the form annexed
hereto as Exhibit A-3 and evidencing the sole class of Ownership Interest in
the FASIT.
Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. As
of the Closing Date, the Clearing Agency shall be The Depository Trust
Company.
Clearing Agency Participant: A broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency
effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.
Closing Date: June 17, 1998.
Code: The Internal Revenue Code of 1986, as amended, and as it may be
further amended from time to time, any successor statutes thereto, and
applicable U.S. Department of Treasury regulations issued pursuant thereto in
temporary or final form.
Collection Period: With respect to any Distribution Date, the period
commencing on the second day of the month immediately preceding the month in
which such Distribution Date occurs and ending on the first day of the month
in which such Distribution Date occurs.
Corporate Trust Office: The principal corporate trust office of the
Trustee at which, at any particular time, its corporate trust business shall
be administered, which office at the date hereof is located at 230 South Tryon
Street NC1179, Charlotte, North Carolina 28288, Attention: Structured Finance.
Current Interest: With respect to each Class of Certificates (other than
the Class O Certificates) and any Distribution Date, the aggregate amount of
interest accrued during the related Accrual Period at the applicable
Certificate Interest Rate on the Class Certificate Principal Amount (or
notional balance) of such Class immediately prior to such Distribution Date.
Current interest for each Class of Certificates with respect to any
Distribution Date shall be reduced by such Class's allocable share of Net
Prepayment Interest Shortfalls, which shall be allocated among the Classes of
Certificates, pro rata, on the basis of the amount of interest distributable
in the absence of such shortfalls.
Cut-off Date: May 1, 1998.
DCR: Duff & Phelps Credit Rating Co., or any successor in interest.
Deferred Amount: With respect to any Distribution Date and each Class of
Certificates, the aggregate of Applied Loss Amounts previously applied in
reduction of the Class Certificate Principal Amount thereof, less any amounts
previously reimbursed in respect thereof.
Definitive Certificate: A Certificate of any Class issued in definitive,
fully registered, certificated form.
Deleted Mortgage Loan: A Mortgage Loan that is repurchased from the Trust
Fund pursuant to the terms of the Master Servicing Agreement or as to which
one or more Replacement Mortgage Loans are substituted therefor.
Depositor: American Residential Eagle, Inc., a Delaware corporation
having its principal place of business in New York, or its successors in
interest.
Determination Date: With respect to each Distribution Date, the 18th day
of the month in which such Distribution Date occurs, or, if such 18th day is
not a Business Day, the next succeeding Business Day.
Distribution Date: The 25th day of each month or, if such 25th day is not
a Business Day, the next succeeding Business Day, commencing in June 1998.
Eligible Account: Either (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company acceptable
to the Rating Agencies or (ii) an account or accounts the deposits in which
are insured by the FDIC to the limits established by such corporation,
provided that any such deposits not so insured shall be maintained in an
account at a depository institution or trust company whose commercial paper or
other short term debt obligations (or, in the case of a depository institution
or trust company which is the principal subsidiary of a holding company, the
commercial paper or other short term debt or deposit obligations of such
holding company or depository institution, as the case may be) have been rated
by each Rating Agency in its highest short-term rating category, or (iii) a
segregated trust account or accounts (which shall be a "special deposit
account") maintained with the Trustee or any other federal or state chartered
depository institution or trust company, acting in its fiduciary capacity, in
a manner acceptable to the Trustee and the Rating Agencies. Eligible Accounts
may bear interest.
Eligible Corporation: Shall mean an eligible corporation within the
definition set out in Section 860L(a)(2) of the Code.
Eligible Investments: Any one or more of the following obligations or
securities:
(i) direct obligations of, and obligations fully guaranteed as
to timely payment of principal and interest by, the United States of America
or any agency or instrumentality of the United States of America the
obligations of which are backed by the full faith and credit of the United
States of America ("Direct Obligations");
(ii) federal funds, or demand and time deposits in,
certificates of deposits of, or bankers' acceptances issued by, any depository
institution or trust company (including U.S. subsidiaries of foreign
depositories and the Trustee or any agent of the Trustee, acting in its
respective commercial capacity) incorporated or organized under the laws of
the United States of America or any state thereof and subject to supervision
and examination by federal or state banking authorities, so long as at the
time of investment or the contractual commitment providing for such investment
the commercial paper or other short-term debt obligations of such depository
institution or trust company (or, in the case of a depository institution or
trust company which is the principal subsidiary of a holding company, the
commercial paper or other short-term debt or deposit obligations of such
holding company or deposit institution, as the case may be) have been rated by
each Rating Agency in its highest short-term rating category or one of its two
highest long-term rating categories;
(iii) repurchase agreements collateralized by Direct
Obligations or securities guaranteed by GNMA, FNMA or FHLMC with any
registered broker/dealer subject to Securities Investors' Protection
Corporation jurisdiction or any commercial bank insured by the FDIC, if such
broker/dealer or bank has an uninsured, unsecured and unguaranteed obligation
rated by each Rating Agency in its highest short-term rating category;
(iv) securities bearing interest or sold at a discount issued
by any corporation incorporated under the laws of the United States of America
or any state thereof which have a credit rating from each Rating Agency, at
the time of investment or the contractual commitment providing for such
investment, at least equal to one of the two highest long-term credit rating
categories of each Rating Agency; provided, however, that securities issued by
any particular corporation will not be Eligible Investments to the extent that
investment therein will cause the then outstanding principal amount of
securities issued by such corporation and held as part of the Trust Fund to
exceed 20% of the sum of the Bond Principal Balance and the aggregate
principal amount of all Eligible Investments in the Certificate Account;
provided, further, that such securities will not be Eligible Investments if
they are published as being under review with negative implications from
either Rating Agency;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on demand or on
a specified date not more than 180 days after the date of issuance thereof)
rated by each Rating Agency in its highest short-term rating category;
(vi) a Qualified GIC;
(vii) certificates or receipts representing direct ownership
interests in future interest or principal payments on obligations of the
United States of America or its agencies or instrumentalities (which
obligations are backed by the full faith and credit of the United States of
America) held by a custodian in safekeeping on behalf of the holders of such
receipts; and
(viii) any other demand, money market, common trust fund or
time deposit or obligation, or interest-bearing or other security or
investment, (A) rated in the highest rating category by each Rating Agency or
(B) that would not adversely affect the then current rating by either Rating
Agency of any of the Certificates;
provided, however, that no such instrument shall be an Eligible Investment if
such instrument evidences either (i) a right to receive only interest payments
with respect to the obligations underlying such instrument, or (ii) both
principal and interest payments derived from obligations underlying such
instrument and the principal and interest payments with respect to such
instrument provide a yield to maturity of greater than 120% of the yield to
maturity at par of such underlying obligations, provided that any such
investment will be a "permitted asset" within the meaning of Section 860L(c)
of the Code.
ERISA-Restricted Certificate: Any Subordinate Certificate.
Events of Default: The Events of Default with respect to the Underlying
Bond set forth in Section 5.01 of the Indenture.
Extra Principal Distribution Amount: With respect to any Distribution
Date, the lesser of (i) the Excess Mortgage Amount for such Distribution Date
as reduced by (x) amounts in respect thereof applied on such date to
distributions on the Underlying Bond pursuant to Section 2.03(b)(iii)(A) and
(B) of the Indenture and (ii) the Bond Overcollateralization Deficiency for
such date.
FASIT: A "financial asset securitization investment trust" within the
meaning of section 860L of the Code.
FASIT Provisions: The provisions of the federal income tax law relating
to FASITs which appear at sections 860H through 86OL of Subchapter M of
Chapter 1 of the Code, and related provisions, and regulations, including
proposed regulations and rulings, and administrative pronouncements
promulgated thereunder, as the foregoing may be in effect from time to time.
FDIC: The Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of
the Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Final Distribution Date: May 25, 2028.
Financial Intermediary: A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a custodial
relationship with a Clearing Agency Participant.
FNMA: The Federal National Mortgage Association, a federally chartered
and privately owned corporation organized and existing under the Federal
National Mortgage Association Charter Act, or any successor thereto.
GNMA: The Government National Mortgage Association, a wholly owned
corporate instrumentality of the United States within HUD.
Holder or Certificateholder: The registered owner of any Certificate as
recorded on the books of the Certificate Registrar except that, solely for the
purposes of taking any action or giving any consent pursuant to this
Agreement, any Certificate registered in the name of the Depositor, the
Trustee, the Master Servicer, any Servicer or any Affiliate thereof shall be
deemed not to be outstanding in determining whether the requisite percentage
necessary to effect any such consent has been obtained, except that, in
determining whether the Trustee shall be protected in relying upon any such
consent, only Certificates which a Responsible Officer of the Trustee knows to
be so owned shall be disregarded. The Trustee may request and conclusively
rely on certifications by the Depositor, the Master Servicer and any Servicer
in determining whether any Certificates are registered to an Affiliate of the
Depositor, the Master Servicer or such Servicer.
HUD: The United States Department of Housing and Urban Development, or
any successor thereto.
Independent: When used with respect to any Accountants, a Person who is
"independent" within the meaning of Rule 2-01(b) of the Securities and
Exchange Commission's Regulation S-X. When used with respect to any other
Person, a Person who (a) is in fact independent of another specified Person
and any Affiliate of such other Person, (b) does not have any material direct
financial interest in such other Person or any Affiliate of such other Person,
and (c) is not connected with such other Person or any Affiliate of such other
Person as an officer, employee, promoter, underwriter, trustee, partner,
director or Person performing similar functions.
Indenture: The Indenture, dated as of June 1, 1998, between the Bond
Issuer and the Bond Trustee.
Interest Distribution Amount: With respect to any Distribution Date, the
amount of interest received by the Trustee from the Underlying Bond, which
will be equal to one month's interest (calculated on the basis of the actual
number of day elapsed and a year of 360 days) on the Bond Principal Balance at
the then applicable Bond Interest Rate plus any amounts received in respect of
Carryforward Interest, Basis Risk Shortfalls and any Unpaid Basis Risk
Shortfalls.
Interest Remittance Amount: With respect to any Distribution Date, the
sum of (i) all interest collected (other than Payaheads) or advanced in
respect of Scheduled Payments on the Mortgage Loans, including any prepayment
premiums or penalties, during the related Collection Period (less (x) expenses
calculated at the Expense Fee Rate and (y) unreimbursed Advances and other
amounts due to the Master Servicer, the Servicers or the Trustee, to the
extent allocable to interest), (ii) any amounts paid by the Servicers with
respect to Prepayment Interest Shortfalls and any Compensating Interest
Payment with respect to the related Prepayment Period, (iii) the portion of
any Substitution Amount paid during the related Prepayment Period allocable to
interest and (iv) all Net Liquidation Proceeds, Insurance Proceeds and other
recoveries collected during the related Prepayment Period, to the extent
allocable to interest, as reduced in each case by unreimbursed interest
Advances and other amounts due the Master Servicer, the Servicers or the Bond
Trustee, to the extent allocable to interest.
Lehman Capital: Lehman Capital, A Division of Lehman Brothers Holdings
Inc., or any successor in interest.
LIBOR: The per annum rate determined pursuant to Section 4.05 on the
basis of London interbank offered rate quotations for one-month Eurodollar
deposits, as such quotations may appear on the display designated as page
"LIUS01M" on the Bloomberg Financial Markets Commodities News (or such other
page as may replace such page on that service for the purpose of displaying
London interbank offered quotations of major banks).
LIBOR Certificate: Any Class A-1, Class A-2, Class M-1, Class M-2 or
Class B Certificate.
LIBOR Determination Date: The second London Business Day immediately
preceding the commencement of each Accrual Period for any LIBOR Certificates.
Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to which the
Master Servicer or the applicable Servicer has determined that all amounts
that it expects to recover on behalf of the Trust Fund from or on account of
such Mortgage Loan have been recovered.
Liquidation Expenses: Expenses that are incurred by the Master Servicer
or a Servicer in connection with the liquidation of any defaulted Mortgage
Loan and are not recoverable under the applicable Primary Mortgage Insurance
Policy, including, without limitation, foreclosure and rehabilitation
expenses, legal expenses and unreimbursed amounts expended pursuant to
Sections 9.06, 9.16 or 9.22.
Liquidation Proceeds: Cash received in connection with the liquidation of
a defaulted Mortgage Loan, whether through the sale or assignment of such
Mortgage Loan, trustee's sale, foreclosure sale or otherwise, or the sale of
the related Mortgaged Property if the Mortgaged Property is acquired in
satisfaction of the Mortgage Loan, including any amounts remaining in the
related Escrow Account.
London Business Day: Any day on which banks are open for dealing in
foreign currency and exchange in London, England and New York City.
Master Servicer: Norwest Bank Minnesota, National Association, or any
successor in interest, or if any successor master servicer shall be appointed
as herein provided, then such successor master servicer.
Master Servicing Agreement: The Master Servicing Agreement, dated as of
June 1, 1998 among the Bond Issuer, the Master Servicer and the Bond Trustee.
Mortgage: A mortgage, deed of trust or other instrument encumbering a fee
simple interest in real property securing a Mortgage Note, together with
improvements thereto.
Mortgage Loan: A Mortgage and the related notes or other evidences of
indebtedness secured by each such Mortgage conveyed, transferred, sold,
assigned to or deposited with the Bond Issuer pursuant to the Deposit Trust
Agreement and pledged to the Bond Trustee under the Indenture.
Net Liquidation Proceeds: With respect to any Liquidated Mortgage Loan,
the related Liquidation Proceeds net of unreimbursed expenses incurred in
connection with liquidation or foreclosure and unreimbursed Advances, if any,
received and retained in connection with the liquidation of such Mortgage
Loan.
Net Prepayment Interest Shortfalls: With respect to any Distribution
Date, the excess of (i) Prepayment Interest Shortfalls for such Distribution
Date over (ii) the sum of Compensating Interest Payments and amounts
distributed pursuant to Section 5.02(b)(xiii) on such Distribution Date.
Non-Book-Entry Certificate: Any Certificate other than a Book-Entry
Certificate.
Notional Amount: With respect to any Notional Certificate and any
Distribution Date, such Certificate's Percentage Interest of the Aggregate
Notional Amount of such Class of Certificates for such Distribution Date.
Notional Certificate: The Class X Certificate.
Offering Document: The Prospectus.
Officer's Certificate: A certificate signed by the Chairman of the Board,
any Vice Chairman, the President, any Vice President or any Assistant Vice
President of a Person, and in each case delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel, reasonably acceptable
in form and substance to the Trustee, and who may be in-house or outside
counsel to the Depositor but which must be Independent outside counsel with
respect to any such opinion of counsel concerning the transfer of the Class O
Certificate or concerning certain matters with respect to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or the taxation,
or the federal income tax status, of the Trust Fund as a FASIT.
Ownership Certificate: Any Class O Certificate.
Paying Agent: Any paying agent appointed pursuant to Section 3.08 of this
Agreement.
Percentage Interest: With respect to any Certificate, its percentage
interest in the undivided beneficial ownership interest in the Trust Fund
evidenced by all Certificates of the same Class as such Certificate. With
respect to any Certificate other than the Class X and Class O Certificates,
the Percentage Interest evidenced thereby shall equal the initial Certificate
Principal Amount thereof divided by the initial Class Certificate Principal
Amount of all Certificates of the same Class. With respect to the Class X and
Class O Certificates, the Percentage Interest evidenced thereby shall be 100%.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company, trust,
unincorporated organization or government or any agency or political
subdivision thereof.
Placement Agent: Lehman Brothers Inc.
Plan Asset Regulations: The Department of Labor regulations set forth in
29 C.F.R. 2510.3-101.
Pool Delinquency Rate: With respect to any Collection Period, the
fraction, expressed as a percentage, the numerator of which is the aggregate
outstanding principal balance of all Mortgage Loans 60 or more days delinquent
(including all foreclosures and REO Properties) as of the close of business on
the last day of such Collection Period, and the denominator of which is the
Aggregate Loan Balance as of the close of business on the last day of such
Collection Period.
Principal Distribution Amount: With respect to any Distribution Date, the
sum of (i) the excess of the Principal Remittance Amount for such date over
the Bond Overcollateralization Excess Amount, if any, for such date, plus (ii)
the Extra Principal Distribution Amount, if any, for such date.
Principal Remittance Amount: With respect to any Distribution Date, the
sum of (i) all principal collected (other than Payaheads) or advanced in
respect of Scheduled Payments on the Mortgage Loans during the related
Collection Period (less unreimbursed Advances and other amounts due to the
Master Servicer, the Servicers or the Owner Trustee, the Bond Trustee or the
Trustee, to the extent allocable to principal), (ii) the outstanding principal
balance of each Mortgage Loan that was purchased from the Bond Trust during
the related Prepayment Period, (iii) the portion of any Substitution Amount
paid during the related Prepayment Period allocable to principal, and (iv) all
Net Liquidation Proceeds, Insurance Proceeds and other recoveries collected
during the related Prepayment Period, to the extent allocable to principal, as
reduced in each case by unreimbursed Advances and other amounts due to the
Master Servicer, the Servicers, the Owner Trustee, the Bond Trustee or the
Trustee, to the extent allocable to principal.
Proceeding: Any suit in equity, action at law or other judicial or
administrative proceeding.
Prospectus: The prospectus supplement dated June 15, 1998, together with
the accompanying prospectus dated June 5, 1998, relating to the Class A-1,
Class A-2 and Class M-1.
Qualified GIC: A guaranteed investment contract or surety bond providing
for the investment of funds in the Certificate Account and insuring a minimum,
fixed or floating rate of return on investments of such funds, which contract
or surety bond shall:
(a) be an obligation of an insurance company or other corporation
whose long-term debt is rated by each Rating Agency in one of its two highest
rating categories or, if such insurance company has no long-term debt, whose
claims paying ability is rated by each Rating Agency in one of its two highest
rating categories, and whose short-term debt is rated by each Rating Agency in
its highest rating category;
(b) provide that the Trustee may exercise all of the rights under
such contract or surety bond without the necessity of taking any action by any
other Person;
(c) provide that if at any time the then current credit standing of
the obligor under such guaranteed investment contract is such that continued
investment pursuant to such contract of funds would result in a downgrading of
any rating of the Certificates, the Trustee shall terminate such contract
without penalty and be entitled to the return of all funds previously invested
thereunder, together with accrued interest thereon at the interest rate
provided under such contract to the date of delivery of such funds to the
Trustee;
(d) provide that the Trustee's interest therein shall be
transferable to any successor trustee hereunder: and
(e) provide that the funds reinvested thereunder and accrued
interest thereon be returnable to the Certificate Account, as the case may be,
not later than the Business Day prior to any Distribution Date.
Rating Agency: S&P and DCR.
Realized Loss: With respect to each Liquidated Mortgage Loan, an amount
equal to (i) the unpaid principal balance of such Mortgage Loan as of the date
of liquidation, minus (ii) Liquidation Proceeds received, to the extent
allocable to principal, net of amounts that are reimbursable therefrom to the
Master Servicer or any Servicer with respect to such Mortgage Loan (other than
Advances of principal) including expenses of liquidation. In determining
whether a Realized Loss is a Realized Loss of principal, Liquidation Proceeds
shall be allocated, first, to payment of expenses related to such Liquidated
Mortgage Loan, then to accrued unpaid interest and finally to reduce the
principal balance of the Mortgage Loan.
Record Date: With respect to any Distribution Date, the close of business
on the Business Day immediately preceding such Distribution Date.
Reference Banks: As defined in Section 4.05 hereof.
REO Property: As defined in the Master Servicing Agreement.
Replacement Mortgage Loan: As defined in the Master Servicing Agreement.
Required Reserve Fund Amount: With respect to any Distribution Date, the
amount, if any, by which the Targeted Overcollateralization Amount exceeds the
Bond Overcollateralization Amount (after giving effect to any payments to be
made on such Distribution Date).
Reserve Fund: The account established and maintained by the Trustee
pursuant to Section 5.06 hereof.
Reserve Fund Deferred Amount Deposit: As defined in Section 5.02(d)(v)
hereof.
Reserve Interest Rate: As defined in Section 4.05 hereof.
Responsible Officer: When used with respect to the Trustee, any Vice
President, Assistant Vice President, the Secretary, any assistant secretary,
the Treasurer, or any assistant treasurer, working in its corporate trust
department, or any other officer of the Trustee to whom a matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.
Restricted Certificate: The Class M-2, Class B, Class X and Class O
Certificates.
Rolling Three Month Delinquency Rate: With respect to any Distribution
Date, the fraction, expressed as a percentage, equal to the average of the
Pool Delinquency Rates for each of the three (or one and two, in the case of
the first and second Distribution Dates) immediately preceding Collection
Periods.
S&P: Standard & Poor's Rating Services, a division of The McGraw-Hill
Companies, Inc., or any successor in interest.
Senior Enhancement Percentage: With respect to any Distribution Date, the
fraction, expressed as a percentage, the numerator of which is the sum of the
aggregate Certificate Principal Amount of the Subordinate Certificates and the
Bond Overcollateralization Amount, in each case after giving effect to
distributions on such Distribution Date, and the denominator of which is the
Stepped-up Bond Balance as of the last day of the related Collection Period.
Senior Principal Distribution Amount: With respect to any Distribution
Date (a) prior to the Stepdown Date or with respect to which a Trigger Event
has occurred with respect to such Distribution Date, the Principal
Distribution Amount and (b) on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution Date, the
amount, if any, by which (x) the aggregate Certificate Principal Amount of the
Senior Certificates immediately prior to such Distribution Date exceeds (y)
the lesser of (A) the product of (i) 62.42% and (ii) the Stepped-up Bond
Balance and (B) the amount, if any, by which (i) the Stepped-up Bond Balance
exceeds (ii) $2,315,379.
Startup Day: The day designated as such pursuant to Section 10.01(c)
hereof.
Stepdown Date: The later to occur of (x) the Distribution Date in June
2001 and (y) the first Distribution Date on which the Senior Enhancement
Percentage (calculated for this purpose after giving effect to payments or
other recoveries in respect of the Mortgage Loans during the related
Collection Period but before giving effect to distributions on the
Certificates on such Distribution Date) is greater than to equal to 37.58%.
Subordinate Certificate: Any Class M-1, Class M-2, Class B or Class X
Certificate.
Substitution Amount: As defined in the Master Servicing Agreement.
Targeted Overcollateralization Amount: With respect to any Distribution
Date, (x) prior to the Stepdown Date, the product of 1.35% and the Aggregate
Loan Balance as of the Cut-Off Date and (y) on and after the Stepdown Date,
the greater of (i) the product of 2.70% and the Aggregate Loan Balance as of
the last day of the related Collection Period and (ii) $2,315,379.
Termination Price: As defined in Section 7.01 hereof.
Total Distribution Amount: With respect to any Distribution Date, the sum
of the Interest Distribution Amount for such date and the Principal
Distribution Amount for such date.
Trigger Event: With respect to any Distribution Date, if the Rolling
Three Month Delinquency Rate as of the last day of the immediately preceding
Collection Period equals or exceeds 50% of the Senior Enhancement Percentage
for such Distribution Date.
Trust Fund Assets: The corpus of the trust created pursuant to this
Agreement, consisting of the Underlying Bond, including all distribution
thereon after the Cut-off Date, the Certificate Account, the Reserve Fund and
the other items referred to in, and conveyed to the Trustee under, Section
2.01.
Trustee: First Union National Bank, or any successor in interest, or if
any successor trustee or any co-trustee shall be appointed as herein provided,
then such successor trustee and such co-trustee, as the case may be.
Trustee Fee: As to any Distribution Date, an amount equal to the product
of the Trustee Fee Rate and the Aggregate Loan Balance as of the first day of
the related Collection Period.
Trustee Fee Rate: 0.001% per annum.
Underlying Bond: The Collateralized Callable Mortgage Bond issued by the
Bond Issuer pursuant to the Indenture.
Unpaid Basis Risk Shortfall: With respect to any Distribution Date and
each Class of Certificates, the aggregate of all Basis Risk Shortfalls with
respect to such Class for all previous Distribution Dates, together with
interest thereon at the applicable Certificate Interest Rate, less all
payments made to the holders of the Certificates, of such Class in respect of
Basis Risk Shortfalls on or prior to such Distribution Date.
Voting Interests: The portion of the voting rights of all the
Certificates that is allocated to any Certificate for purposes of the voting
provisions of this Agreement. At all times during the term of this Agreement,
95% of all Voting Interests shall be allocated to the Certificates other than
the Class X Certificate, and 5% of all Voting Interests shall be allocated to
the Class X Certificate. Voting Interests shall be allocated among the other
Classes of Certificates (and among the Certificates within each such Class) in
proportion to their Class Certificate Principal Amounts (or Certificate
Principal Amounts).
Section 1.02. Calculations Respecting Accrued Interest. Accrued interest,
if any, on any Certificate shall be calculated based upon a 360-day year and
the actual number of days in each Accrual Period.
ARTICLE II.
DECLARATION OF TRUST;
CONVEYANCE OF THE UNDERLYING BOND; ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of the Underlying Bond. The Depositor,
concurrently with the execution and delivery of this Agreement, does hereby
transfer, convey, sell and assign to the Trustee, on behalf of the Holders of
the Certificates, without recourse, all the right, title and interest of the
Depositor in and to the Underlying Bond, including all distributions thereon
payable on and after the Cut-off Date. In connection with such assignment, the
Depositor shall have caused the Underlying Bond to be registered in the name
of, or endorsed to the order of, First Union National Bank, as trustee, or in
a nominee name of the Trustee, and to be delivered or transferred to the
Trustee. The assignment of the Underlying Bond accomplished hereby is absolute
and is intended as a sale. The Depositor represents and covenants that the
Underlying Bond as of the Closing Date is free and clear of any right, charge,
security interest or lien or claim in favor of the Depositor or any person
claiming through the Depositor and that the Depositor has, as of the Closing
Date, the right to assign the Underlying Bond to the Trustee.
It is the intention of the Depositor that the transfer and assignment of
the Underlying Bond shall constitute a sale from the Depositor to the Trust
and that such Underlying Bond not be a part of the Depositor's estate in the
event of the insolvency of the Depositor. In the event the transfer and
assignment of the Underlying Bond contemplated by the Agreement is deemed to
be other than a sale notwithstanding the intent of the parties hereto, the
Agreement shall be deemed to be and in such event hereby is the grant of a
security interest from the Depositor to the Trustee, and the Trustee shall
have all the rights, powers and privileges of a secured party under the
Uniform Commercial Code in effect in the applicable jurisdiction. In such
event, the Depositor agrees to take such action and execute such documents as
shall be necessary in order to fully realize the benefits of such secured
party status, including, without limitations, powers of attorney, financing
statements, notices of lien or other instruments or documents.
Section 2.02. Issuance of Certificates. The Trustee acknowledges the
transfer and delivery to it of the Underlying Bond in the manner described in
Section 2.01 hereof and declares that the Trustee holds and will hold such
Underlying Bond in trust for the benefit of all present and future
Certificateholders and, concurrently with such transfer and delivery, has
caused to be duly executed, authenticated and delivered to or upon the order
of the Depositor the Certificates in authorized denominations, registered in
such names as the Depositor has requested.
ARTICLE III.
THE CERTIFICATES
Section 3.01. The Certificates. (a) The Certificates shall be issuable in
registered form only and shall be securities governed by Article 8 of the New
York Uniform Commercial Code. The Book-Entry Certificates will be evidenced by
one or more certificates, beneficial ownership of which will be held in the
dollar denominations in Certificate Principal Amount or Notional Amount, as
applicable, or in the Percentage Interests, specified herein. Each Class of
Certificates (other than the Class X and Class O Certificates) will be issued
in the minimum denominations in Certificate Principal Amount specified in the
Preliminary Statement hereto and in integral multiples of $1 in excess
thereof. The Class X and Class O Certificates will each be issued as a single
Certificate and maintained in definitive, fully registered form in a
denomination equal to 100% of the Percentage Interest of such Class. The
Certificates may be issued in the form of typewritten certificates.
(b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by an authorized officer. Each Certificate
shall, on original issue, be authenticated by the Trustee upon the order of
the Depositor upon receipt by the Trustee of the Underlying Bond described in
Section 2.01. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein, executed by an authorized officer of the Trustee or the
Authenticating Agent, if any, by manual signature, and such certification upon
any Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication. At any time and
from time to time after the execution and delivery of this Agreement, the
Depositor may deliver Certificates executed by the Depositor to the Trustee or
the Authenticating Agent for authentication and the Trustee or the
Authenticating Agent shall authenticate and deliver such Certificates as in
this Agreement provided and not otherwise.
Section 3.02. Registration. The Trustee is hereby appointed, and hereby
accepts its appointment as, Certificate Registrar in respect of the
Certificates and shall maintain books for the registration and for the
transfer of Certificates (the "Certificate Register"). The Trustee may appoint
a bank or trust company to act as Certificate Registrar. A registration book
shall be maintained for the Certificates collectively. The Certificate
Registrar may resign or be discharged or removed and a new successor may be
appointed in accordance with the procedures and requirements set forth in
Sections 6.06 and 6.07 hereof with respect to the resignation, discharge or
removal of the Trustee and the appointment of a successor Trustee. The
Certificate Registrar may appoint, by a written instrument delivered to the
Holders and the Master Servicer, any bank or trust company to act as
co-registrar under such conditions as the Certificate Registrar may prescribe;
provided, however, that the Certificate Registrar shall not be relieved of any
of its duties or responsibilities hereunder by reason of such appointment.
Section 3.03. Transfer and exchange of Certificates. (a) A Certificate
(other than Book-Entry Certificates which shall be subject to Section 3.09
hereof) may be transferred by the Holder thereof only upon presentation and
surrender of such Certificate at the office of the Certificate Registrar duly
endorsed or accompanied by an assignment duly executed by such Holder or his
duly authorized attorney in such form as shall be satisfactory to the
Certificate Registrar. Upon the transfer of any Certificate in accordance with
the preceding sentence, the Trustee shall execute, and the Trustee or any
Authenticating Agent shall authenticate and deliver to the transferee, one or
more new Certificates of the same Class and evidencing, in the aggregate, the
same aggregate Certificate Principal Amount as the Certificate being
transferred. No service charge shall be made to a Certificateholder for any
registration of transfer of Certificates, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any registration of transfer of
Certificates.
(b) A Certificate may be exchanged by the Holder thereof for any
number of new Certificates of the same Class, in authorized denominations,
representing in the aggregate the same Certificate Principal Amount as the
Certificate surrendered, upon surrender of the Certificate to be exchanged at
the office of the Certificate Registrar duly endorsed or accompanied by a
written instrument of transfer duly executed by such Holder or his duly
authorized attorney in such form as is satisfactory to the Certificate
Registrar. Certificates delivered upon any such exchange will evidence the
same obligations, and will be entitled to the same rights and privileges, as
the Certificates surrendered. No service charge shall be made to a
Certificateholder for any exchange of Certificates, but the Certificate
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any exchange of
Certificates. Whenever any Certificates are so surrendered for exchange, the
Trustee shall execute, and the Trustee or the Authenticating Agent shall
authenticate, date and deliver the Certificates which the Certificateholder
making the exchange is entitled to receive.
(c) By acceptance of a Restricted Certificate, whether upon original
issuance or subsequent transfer, each Holder of such a Certificate
acknowledges the restrictions on the transfer of such Certificate set forth
thereon and agrees that it will transfer such a Certificate only as provided
herein.
The following restrictions shall apply with respect to the transfer and
registration of transfer of a Restricted Certificate to a transferee that
takes delivery in the form of a Definitive Certificate:
(i) The Certificate Registrar shall register the
transfer of a Restricted Certificate if the requested transfer is
(x) to the Depositor or the Placement Agent, an affiliate (as
defined in Rule 144(a)(1) under the 1933 Act) of the Depositor or
the Placement Agent or (y) being made to a "qualified institutional
buyer" as defined in Rule 144A under the Securities Act of 1933, as
amended (the "Act") by a transferor who has provided the Trustee
with a certificate in the form of Exhibit F hereto; and
(ii) The Certificate Registrar shall register the
transfer of a Restricted Certificate if the requested transfer is
being made to an "accredited investor" under Rule 501(a)(1), (2),
(3) or (7) under the Act by a transferor who furnishes to the
Trustee a letter of the transferee substantially in the form of
Exhibit G hereto.
(d) No transfer of an ERISA-Restricted Certificate in the form of a
Definitive Certificate shall be made to any Person unless the Trustee has
received (A) a certificate substantially in the form of Exhibit H hereto from
such transferee or (B) an Opinion of Counsel satisfactory to the Trustee and
the Depositor to the effect that the purchase and holding of such a
Certificate will not constitute or result in the assets of the Trust Fund
being deemed to be "plan assets" subject to the prohibited transactions
provisions of ERISA or Section 4975 of the Code and will not subject the
Trustee or the Depositor to any obligation in addition to those undertaken in
the Agreement; provided, however, that the Trustee will not require such
certificate or opinion in the event that, as a result of a change of law or
otherwise, counsel satisfactory to the Trustee has rendered an opinion to the
effect that the purchase and holding of an ERISA-Restricted Certificate by a
Plan or a Person that is purchasing or holding such a Certificate with the
assets of a Plan will not constitute or result in a prohibited transaction
under ERISA or Section 4975 of the Code. The preparation and delivery of the
certificate and opinions referred to above shall not be an expense of the
Trust Fund, the Trustee or the Depositor. Notwithstanding the foregoing, no
opinion or certificate shall be required for the initial issuance of the
ERISA-Restricted Certificates.
(e) As a condition of the registration of transfer or exchange of
any Certificate, the Certificate Registrar may require the certified taxpayer
identification number of the owner of the Certificate and the payment of a sum
sufficient to cover any tax or other governmental charge imposed in connection
therewith; provided, however, that the Certificate Registrar shall have no
obligation to require such payment or to determine whether or not any such tax
or charge may be applicable. No service charge shall be made to the
Certificateholder for any registration, transfer or exchange of a Certificate.
(f) Notwithstanding anything to the contrary contained herein, no
Class X or Class O Certificate may be owned, pledged or transferred, directly
or indirectly, by or to any person that is not an Eligible Corporation.
Prior to and as a condition of the registration of any transfer, sale or
other disposition of a Class O Certificate, the proposed transferee shall
deliver to the Trustee an affidavit in substantially the form attached hereto
as Exhibit D-1 representing and warranting, among other things, that such
transferee is an Eligible Corporation or an agent or nominee acting on behalf
of an Eligible Corporation (any such transferee, a "Permitted Transferee"),
and the proposed transferor shall deliver to the Trustee an affidavit in
substantially the form attached hereto as Exhibit D-2. In addition, the
Trustee may (but shall have no obligation to) require, prior to and as a
condition of any such transfer, the delivery by the proposed transferee of an
Opinion of Counsel, addressed to the Depositor and the Trustee satisfactory in
form and substance to the Depositor, that such proposed transferee or, if the
proposed transferee is an agent or nominee, the proposed beneficial owner, is
an Eligible Corporation. Notwithstanding the registration in the Certificate
Register of any transfer, sale, or other disposition of a Class O Certificate
to a transferee other than an Eligible Corporation or an agent or nominee
acting on behalf of a transferee, such registration shall be deemed to be of
no legal force or effect whatsoever and such transferee (or such agent or
nominee) shall not be deemed to be a Certificateholder for any purpose
hereunder, including, but not limited to, the receipt of distributions on such
Class O Certificate. The Trustee shall not be under any liability to any
person for any registration or transfer of a Class O Certificate to a
transferee that is not a Permitted Transferee or for the maturity of any
payments due on such Class O Certificate to the Holder thereof or for taking
any other action with respect to such Holder under the provisions of the
Agreement, so long as the transfer was effected in accordance with this
Section 3.03(f), unless the Trustee shall have actual knowledge at the time of
such transfer or the time of such payment or other action that the transferee
is not a Permitted Transferee (or an agent or nominee thereof). The Trustee
shall be entitled to recover from any Holder of a Class O Certificate that was
not a Permitted Transferee (or an agent or nominee thereof) at the time it
became a Holder or any subsequent time it ceased to be an Eligible Corporation
all payments made on such Class O Certificate at and after either such times
(and all costs and expenses, including but not limited to attorneys' fees,
incurred in connection therewith). Any payment (not including any such costs
and expenses) so recovered by the Trustee shall be paid and delivered to the
last preceding Holder of such Class O Certificate.
If any purported transferee shall become a registered Holder of a Class O
Certificate in violation of the provisions of this Section 3.03(f), then upon
receipt of written notice to the Trustee that the registration of transfer of
such Class O Certificate was not in fact permitted by this Section 3.03(f),
the last preceding Permitted Transferee shall be restored to all rights as
Holder thereof retroactive to the date of such registration of transfer of
such Class O Certificate. The Trustee shall be under no liability to any
Person for any registration of transfer of a Class O Certificate that is in
fact not permitted by this Section 3.03(f), for making any payment due on such
Certificate to the registered Holder thereof or for taking any other action
with respect to such Holder under the provisions of this Agreement so long as
the transfer was registered upon receipt of the affidavit described in the
preceding paragraph of this Section 3.03(f).
(g) Each Holder of a Class X Certificate or Class O Certificate, by
such Holder's acceptance thereof, shall be deemed for all purposes to have
consented to the provisions of this section.
Section 3.04. Cancellation of Certificates. Any Certificate surrendered
for registration of transfer or exchange shall be cancelled and retained in
accordance with normal retention policies with respect to cancelled
certificates maintained by the Trustee or the Certificate Registrar.
Section 3.05. Replacement of Certificates. If (i) any Certificate is
mutilated and is surrendered to the Trustee or any Authenticating Agent or
(ii) the Trustee or any Authenticating Agent receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate, and there
is delivered to the Trustee or the Authenticating Agent such security or
indemnity as may be required by them to save each of them harmless, then, in
the absence of notice to the Depositor and any Authenticating Agent that such
destroyed, lost or stolen Certificate has been acquired by a bona fide
purchaser, the Trustee shall execute and the Trustee or any Authenticating
Agent shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
tenor and Certificate Principal Amount. Upon the issuance of any new
Certificate under this Section 3.05, the Trustee and Authenticating Agent may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee or the Authenticating Agent)
connected therewith. Any replacement Certificate issued pursuant to this
Section 3.05 shall constitute complete and indefeasible evidence of ownership
in the applicable Trust Fund, as if originally issued, whether or not the
lost, stolen or destroyed Certificate shall be found at any time.
Section 3.06. Persons Deemed Owners. Subject to the provisions of Section
3.09 with respect to Book-Entry Certificates, the Depositor, the Master
Servicer, the Trustee, the Certificate Registrar and any agent of any of them
may treat the Person in whose name any Certificate is registered upon the
books of the Certificate Registrar as the owner of such Certificate for the
purpose of receiving distributions pursuant to Sections 5.01 and 5.02 and for
all other purposes whatsoever, and neither the Depositor, the Master Servicer,
the Trustee, the Certificate Registrar nor any agent of any of them shall be
affected by notice to the contrary.
Section 3.07. Temporary Certificates. (a) Pending the preparation of
definitive Certificates, upon the order of the Depositor, the Trustee shall
execute and shall authenticate and deliver temporary Certificates that are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive
Certificates in lieu of which they are issued and with such variations as the
authorized officers executing such Certificates may determine, as evidenced by
their execution of such Certificates.
(b) If temporary Certificates are issued, the Depositor will cause
Definitive Certificates to be prepared without unreasonable delay. After the
preparation of Definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary
Certificates at the office or agency of the Trustee without charge to the
Holder. Upon surrender for cancellation of any one or more temporary
Certificates, the Trustee shall execute and authenticate and deliver in
exchange therefor a like aggregate Certificate Principal Amount of Definitive
Certificates of the same Class in the authorized denominations. Until so
exchanged, the temporary Certificates shall in all respects be entitled to the
same benefits under this Agreement as Definitive Certificates of the same
Class.
Section 3.08. Appointment of Paying Agent. The Trustee may appoint a
Paying Agent (which may be the Trustee) for the purpose of making
distributions to Certificateholders hereunder. The Trustee shall cause such
Paying Agent to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee that such Paying Agent will hold all
sums held by it for the payment to Certificateholders in an Eligible Account
in trust for the benefit of the Certificateholders entitled thereto until such
sums shall be paid to the Certificateholders. All funds remitted by the
Trustee to any such Paying Agent for the purpose of making distributions shall
be paid to Certificateholders on each Distribution Date and any amounts not so
paid shall be returned on such Distribution Date to the Trustee. If the Paying
Agent is not the Trustee, the Trustee shall cause to be remitted to the Paying
Agent on or before the Business Day prior to each Distribution Date, by wire
transfer in immediately available funds, the funds to be distributed on such
Distribution Date. Any Paying Agent shall be either a bank or trust company or
otherwise authorized under law to exercise corporate trust powers.
Section 3.09. Book-Entry Certificates. (a) Each Class of Book-Entry
Certificates, upon original issuance, shall be issued in the form of one or
more typewritten Certificates representing the Book-Entry Certificates, to be
delivered to The Depository Trust Company, the initial Clearing Agency, by, or
on behalf of, the Depositor. The Book-Entry Certificates shall initially be
registered on the Certificate Register in the name of the nominee of the
Clearing Agency, and no Certificate Owner will receive a Definitive
Certificate representing such Certificate Owner's interest in the Book-Entry
Certificates, except as provided in Section 3.09(c). Unless Definitive
Certificates have been issued to Certificate Owners of Book-Entry Certificates
pursuant to Section 3.09(c):
(i) the provisions of this Section 3.09 shall be in
full force and effect;
(ii) the Depositor, the Paying Agent, the Registrar
and the Trustee may deal with the Clearing Agency for all purposes
(including the making of distributions on the Book-Entry
Certificates) as the authorized representatives of the Certificate
Owners and the Clearing Agency shall be responsible for crediting
the amount of such distributions to the accounts of such Persons
entitled thereto, in accordance with the Clearing Agency's normal
procedures;
(iii) to the extent that the provisions of this
Section 3.09 conflict with any other provisions of this Agreement,
the provisions of this Section 3.09 shall control; and
(iv) the rights of Certificate Owners shall be
exercised only through the Clearing Agency and the Clearing Agency
Participants and shall be limited to those established by law and
agreements between such Certificate Owners and the Clearing Agency
and/or the Clearing Agency Participants. Unless and until Definitive
Certificates are issued pursuant to Section 3.09(c), the initial
Clearing Agency will make book-entry transfers among the Clearing
Agency Participants and receive and transmit distributions of
principal of and interest on the Book-Entry Certificates to such
Clearing Agency Participants.
(b) Whenever notice or other communication to the Certificateholders
is required under this Agreement, unless and until Definitive Certificates
shall have been issued to Certificate Owners pursuant to Section 3.09(c), the
Trustee shall give all such notices and communications specified herein to be
given to Holders of the Book-Entry Certificates to the Clearing Agency.
(c) If (i) (A) the Depositor advises the Trustee in writing that the
Clearing Agency is no longer willing or able to discharge properly its
responsibilities with respect to the Book-Entry Certificates, and (B) the
Trustee or the Depositor is unable to locate a qualified successor, (ii) the
Depositor, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency or (iii) after the
occurrence of an Event of Default, Certificate Owners representing beneficial
interests aggregating not less than 50% of the Class Certificate Principal
Amount of a Class of Book-Entry Certificates identified as such to the Trustee
by an Officer's Certificate from the Clearing Agency advise the Trustee and
the Clearing Agency through the Clearing Agency Participants in writing that
the continuation of a book-entry system through the Clearing Agency is no
longer in the best interests of the Certificate Owners of a Class of
Book-Entry Certificates, the Trustee shall notify or cause the Certificate
Registrar to notify the Clearing Agency to effect notification to all
Certificate Owners, through the Clearing Agency, of the occurrence of any such
event and of the availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Clearing Agency, accompanied by registration instructions
from the Clearing Agency for registration, the Trustee shall issue the
Definitive Certificates. Neither the Depositor nor the Trustee shall be liable
for any delay in delivery of such instructions and may conclusively rely on,
and shall be protected in relying on, such instructions. Upon the issuance of
Definitive Certificates all references herein to obligations imposed upon or
to be performed by the Clearing Agency shall be deemed to be imposed upon and
performed by the Trustee, to the extent applicable, with respect to such
Definitive Certificates and the Trustee shall recognize the holders of the
Definitive Certificates as Certificateholders hereunder. In addition, any
Certificate M-2 or Class B Certificate transferred to an entity other than a
"Qualified Institutional Buyer" under the Securities Act of 1933, as amended,
shall be made solely through delivery to the transferee of a Definitive
Certificate.
ARTICLE IV.
ADMINISTRATION OF THE TRUST FUND
Section 4.01. [Reserved]
Section 4.02. [Reserved]
Section 4.03. Reports to Certificateholdes. (a) On each Distribution
Date, the Trustee shall deliver or cause to be delivered by first class mail
to each Certificateholder a written report setting forth the following
information, which information the Master Servicer will determine (on the
basis of information obtained from the Servicers) and deliver to the Bond
Trustee who in turn, will deliver to the Trustee no later than one Business
Day prior to such Distribution Date:
(i) the aggregate amount of the distribution to be
made on such Distribution Date to the Holders of each Class of
Certificates, to the extent applicable, allocable to principal on
the Underlying Bond;
(ii) the aggregate amount of the distribution to be
made on such Distribution Date to the Holders of each Class of
Certificates (other than the Class O Certificate) allocable to
interest;
(iii) the amount, if any, of any distribution to the
Holders of the Class X Certificate and the Class O Certificate;
(iv) (A) the aggregate amount of any Advances
required to be made by or on behalf of the Master Servicer or any
Servicer (or the Bond Trustee) with respect to such Distribution
Date, (B) the aggregate amount of such Advances actually made, and
(C) the amount, if any, by which (A) above exceeds (B) above;
(v) the Aggregate Loan Balance as of the close of
business on the last day of the related Collection Period, after
giving effect to payments allocated to principal reported under
clause (i) above;
(vi) the Class Certificate Principal Amount (or
Aggregate Notional Amount) of each Class of Certificates, to the
extent applicable, as of such Distribution Date after giving effect
to payments allocated to principal reported under clause (i) above,
separately identifying any reduction of any of the foregoing
Certificate Principal Amounts due to Applied Loss Amounts:
(vii) any Realized Losses realized with respect to
the Mortgage Loans (x) in the applicable Prepayment Period and (y)
in the aggregate since the Cut-off Date;
(viii) the amount of the Master Servicing Fees,
Servicing Fees and Trustee Fees and expenses paid during the
Collection Period to which such distribution relates;
(ix) the number and aggregate Scheduled Principal
Balance of Mortgage Loans, as reported to the Bond Trustee by the
Master Servicer, (a) remaining outstanding (b) delinquent 30 to 59
days on a contractual basis, (c) delinquent 60 to 89 days on a
contractual basis, (d) delinquent 90 or more days on a contractual
basis, and (e) as to which foreclosure proceedings have been
commenced as of the close of business on the last Business Day of
the calendar month immediately preceding the month in which such
Distribution Date occurs;
(x) the deemed principal balance of each REO Property
as of the close of business on the last Business Day of the calendar
month immediately preceding the month in which such Distribution
Date occurs;
(xi) with respect to any Mortgage Loan that became an
REO Property during the preceding calendar month, the principal
balance of such Mortgage Loan and the number of such Mortgage Loans
as of the close of business on the Distribution Date in such
preceding month;
(xii) with respect to substitution of Mortgage Loans
in the preceding calendar month, the Scheduled Principal Balance of
each Deleted Mortgage Loan, and of each Replacement Mortgage Loan;
(xiii) the aggregate outstanding Carryforward
Interest, Net Prepayment Interest Shortfalls, Basis Risk Shortfalls
and Unpaid Basis Risk Shortfalls, if any, if any, for each Class of
Certificates, after giving effect to the distribution made on such
Distribution Date;
(xiv) the Certificate Interest Rate applicable to
such Distribution Date with respect to each Class of Certificates;
(xv) if applicable, the amount of any shortfall
(i.e., the difference between the aggregate amounts of principal and
interest which Certificateholders would have received if there were
sufficient available amounts in the Certificate Account and the
amounts actually distributed); and
(xvi) any other "loan-level" information for any
Mortgage Loans that are delinquent 90 or more days on a contractual
basis and any REO Property held by the Trust that is reported by the
Master Servicer to the Trustee;
(xvii) the Bond Principal Balance (after giving
effect to payments to be made on such Distribution Date in respect
of the Underlying Bond);
(xviii) whether or not the Underlying Bond is to be
redeemed on such Distribution Date;
(xix) the Bond Overcollateralization Amount as of
such Distribution Date (after giving effect to distributions to be
made in respect of the Underlying Bond on such Distribution Date);
(xx) the Excess Mortgage Amount, if any, to be paid
on such Distribution Date;
(xxi) the Required Reserve Fund Amount for such
Distribution Date (after giving effect to any distributions to be
made on such Distribution Date but before giving effect to any
deposit to be made to the Reserve Fund on such Distribution Date);
(xxii) the amount, if any, to be deposited to the
Reserve Fund on such Distribution Date; and
(xxiii) the amount on deposit in the Reserve Fund
(after giving effect to any deposit to be made thereto on such
Distribution Date).
In the case of information furnished pursuant to subclauses (i), (ii) and
(viii) above, the amounts shall be expressed as a dollar amount per $1,000 of
original principal amount of Certificates.
In preparing or furnishing the foregoing information to the Trustee, the
Master Servicer shall be entitled to rely conclusively on the accuracy of the
information or data regarding the Mortgage Loans and the related REO Property
that has been provided to the Master Servicer by each Servicer, and the Master
Servicer shall not be obligated to verify, recompute, reconcile or recalculate
any such information or data.
On each Distribution Date, the Trustee shall also deliver or cause to be
delivered by first class mail a copy of the above-described written report, to
the following addresses: (i) American Residential Eagle, Inc., 445 Marine View
Avenue, Suite 230, Del Mar, California 92014, Attention: Mark Conger, or to
such other address as the Depositor may designate, (ii) Lehman Brothers Inc.,
Mortgage-Backed Securities Group, 3 World Financial Center, New York, New York
10285 and (iii) Bloomberg L.P., 499 Park Avenue, New York, New York 10022.
(b) Upon the reasonable advance written request of any
Certificateholder that is a savings and loan, bank or insurance company, which
request, if received by the Trustee, will be promptly forwarded to the Master
Servicer, the Trustee will cause the Master Servicer to provide, or cause to
be provided, (or, to the extent that such information or documentation is not
required to be provided by a Servicer under the applicable Servicing
Agreement, shall use reasonable efforts to obtain such information and
documentation from such Servicer, and provide) to such Certificateholder such
reports and access to information and documentation regarding the Mortgage
Loans as such Certificateholder may reasonably deem necessary to comply with
applicable regulations of the Office of Thrift Supervision or its successor or
other regulatory authorities with respect to an investment in the
Certificates; provided, however, that the Master Servicer shall be entitled to
be reimbursed by such Certificateholder for such Master Servicer's actual
expenses incurred in providing such reports and access.
(c) Within 90 days, or such shorter period as may be required by
statute or regulation, after the end of each calendar year, the Trustee shall
send to each Person who at any time during the calendar year was a
Certificateholder of record, and make available to Certificate Owners
(identified as such by the Clearing Agency) in accordance with applicable
regulations, a report summarizing the items provided to Certificateholders
pursuant to Section 4.03(a) on an annual basis as may be required to enable
such Holders to prepare their federal income tax returns. Such information
shall include the amount of original issue discount accrued on each Class of
Certificates and information regarding the expenses of the Trust Fund. The
Master Servicer shall provide the Trustee with such information as is
necessary for the Trustee to prepare such reports.
Section 4.04. Certificate Account. (a) The Trustee shall establish and
maintain in its name, as trustee, a special deposit trust account (the
"Certificate Account"), to be held in trust for the benefit of the
Certificateholders until disbursed pursuant to the terms of this Agreement.
The Certificate Account shall be an Eligible Account. If the existing
Certificate Account ceases to be an Eligible Account, the Trustee shall
establish a new Certificate Account that is an Eligible Account within 20
Business Days and transfer all funds on deposit in such existing Certificate
Account into such new Certificate Account. The Certificate Account shall
relate solely to the Certificates issued hereunder and funds in the
Certificate Account shall be held separate and apart from and shall not be
commingled with any other monies including, without limitation, other monies
of the Trustee held under this Agreement.
(b) The Trustee shall cause to be deposited into the Certificate
Account on the day on which, or, if such day is not a Business Day, the
Business Day immediately following the day on which, any monies are remitted
by the Bond Trustee to the Trustee, all such amounts. The Trustee shall make
withdrawals from the Certificate Account only for the following purposes:
(i) to withdraw amounts deposited in the Certificate
Account in error;
(ii) to pay itself any investment income earned with
respect to funds in the Certificate Account invested in Eligible
Investments as set forth in subsection (c) below, and to make
payment to itself and others pursuant to any provision of this
Agreement;
(iii) to make distributions to the Certificateholders
pursuant to Article V; and
(iv) to clear and terminate the Certificate Account
pursuant to Section 7.02.
(c) The Trustee shall invest, or cause to be invested, funds held in
the Certificate Account in Eligible Investments (which may be obligations of
the Trustee). All such investments must mature no later than the next
Distribution Date, and shall not be sold or disposed of prior to their
maturity. All such Eligible Investments will be made in the name of the
Trustee (in its capacity as such) or its nominee. All income and gain realized
from any such investment shall be compensation for the Trustee and shall be
subject to its withdrawal on order from time to time. The amount of any losses
incurred in respect of any such investments shall be paid by the Trustee for
deposit in the Certificate Account out of its own funds, without any right of
reimbursement therefor, immediately as realized.
Section 4.05. Determination of LIBOR. (a) If the outstanding Certificates
include any LIBOR Certificates, then on each LIBOR Determination Date the
Master Servicer shall determine LIBOR on the basis of the offered LIBOR
quotations of the Reference Banks as of 11:00 a.m. London time on such LIBOR
Determination Date as follows:
(i) If on any LIBOR Determination Date two or more of
the Reference Banks provide such offered quotations, LIBOR for the
next Accrual Period will be the arithmetic mean of such offered
quotations (rounding such arithmetic mean if necessary to the
nearest five decimal places);
(ii) If on any LIBOR Determination Date only one or
none of the Reference Banks provides such offered quotations, LIBOR
for the next Accrual Period will be whichever is the higher of (x)
LIBOR as determined on the previous LIBOR Determination Date or (y)
the Reserve Interest Rate. The "Reserve Interest Rate" will be
either (A) the rate per annum which the Master Servicer determines
to be the arithmetic mean (rounding such arithmetic mean if
necessary to the nearest five decimal places) of the one-month
Eurodollar lending rates that New York City banks selected by the
Master Servicer are quoting, on the relevant LIBOR Determination
Date, to the principal London offices of at least two leading banks
in the London interbank market or (B) in the event that the Master
Servicer can determine no such arithmetic mean, the lowest one-month
Eurodollar lending rate that the New York City banks selected by the
Master Servicer are quoting on such LIBOR Determination Date to
leading European banks;
and (iii) If on any LIBOR Determination Date the
Master Servicer is required but is unable to determine the Reserve
Interest Rate in the manner provided in paragraph (ii) above, LIBOR
for the next Accrual Period will be LIBOR as determined on the
previous LIBOR Determination Date or, in the case of the first LIBOR
Determination Date, the Initial LIBOR Rate.
(b) The establishment of LIBOR by the Master Servicer and the Master
Servicer's subsequent calculation of the Certificate Interest Rate or Rates
applicable to the LIBOR Certificates for the relevant Accrual Period, in the
absence of manifest error, will be final and binding. In all cases, the Master
Servicer may conclusively rely on quotations of LIBOR for the Reference Banks
as such quotations appear on the display designated "LIUS01M" on the Bloomberg
Financial Markets Commodities News.
(c) As used herein, "Reference Banks" shall mean four leading banks
engaged in transactions in Eurodollar deposits in the international
Eurocurrency market (i) with an established place of business in London,
England, (ii) whose quotations appear on the "Bloomberg Screen LIUS01M Index
Page" (as described in the definition of LIBOR) on the applicable LIBOR
Determination Date and (iii) which have been designated as such by the Trustee
and are able and willing to provide such quotations to the Trustee on each
LIBOR Determination Date. The Reference Banks initially shall be: Barclay's
plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers
Trust Company. If any of the initial Reference Banks should be removed from
the Bloomberg Screen LIUS01M Index Page or in any other way fail to meet the
qualifications of a Reference Bank, the Trustee shall use its best efforts to
designate alternate Reference Banks.
(d) If (i) with respect to any LIBOR Determination Date LIBOR is
determined pursuant to clause (a)(iii) of this Section and (ii) on the next
succeeding LIBOR Determination Date LIBOR would, without giving effect to this
paragraph (d), be determined pursuant to such clause (a)(iii), then the
Trustee shall select an alternative interest rate index over which the Trustee
has no control that is used for determining Eurodollar lending rates and is
calculated and published (or otherwise made available) by an independent third
party, and the Trustee shall direct the Master Servicer to use such
alternative interest rate index for calculating LIBOR for all purposes hereof.
Section 4.06. [Reserved]
ARTICLE V.
DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
Section 5.01. Distributions Generally. (a) Subject to Section 7.01
respecting the final distribution on the Certificates, on each Distribution
Date the Trustee or the Paying Agent shall make distributions in accordance
with this Article V. Such distributions shall be made by check mailed to each
Certificateholder's address as it appears on the Certificate Register of the
Certificate Registrar (which shall initially be the Trustee) or, upon written
request made to the Trustee at least three Business Days prior to the related
Distribution Date by any Certificateholder owning an aggregate initial
Certificate Principal Amount of at least $2,500,000, or, in the case of a
Class X Certificate, a Percentage Interest of 100%, by wire transfer in
immediately available funds to an account specified in the request and at the
expense of such Certificateholder; provided, however, that the final
distribution in respect of any Certificate shall be made only upon
presentation and surrender of such Certificate at the Corporate Trust Office.
Wire transfers will be made at the expense of the Holder requesting such wire
transfer by deducting a wire transfer fee from the related distribution.
Notwithstanding such final payment of principal of any of the Certificates,
the Ownership Certificates will remain outstanding until the termination of
the FASIT and the payment in full of all other amounts due with respect to the
Ownership Certificates and at such time such final payment in retirement of
any Ownership Certificates will be made only upon presentation and surrender
of such Certificate at the Corporate Trust Office of the Trustee or at the
office of the New York Presenting Agent. If any payment required to be made on
the Certificates is to be made on a day that is not a Business Day, then such
payment will be made on the next succeeding Business Day.
(b) All distributions or allocations made with respect to
Certificateholders within each Class on each Distribution Date shall be
allocated among the outstanding Certificates in such Class equally in
proportion to their respective initial Class Certificate Principal Amounts (or
initial Notional Amounts).
Section 5.02. Distributions from the Certificate Account. (a) On each
Distribution Date the Trustee (or the Paying Agent on behalf of the Trustee)
shall withdraw from the Certificate Account the Total Distribution Amount for
such date and shall distribute such amount as specified in this Section.
(b) On each Distribution Date, the Interest Distribution Amount for
such date will be distributed in the following order of priority:
(i) pro rata, to the Class A-1 and Class A-2
Certificates, Current Interest for each such Class and such
Distribution Date and any Carryforward Interest for each such Class
and such Distribution Date;
(ii) to the Class M-1 Certificates, Current Interest
for such Class and such Distribution Date;
(iii) to the Class M-2 Certificates, Current Interest
for such Class and such Distribution Date;
(iv) to the Class B Certificates, Current Interest
for such Class and such Distribution Date;
(v) pro rata, to the Class A-1 and Class A-2
Certificates, any Basis Risk Shortfall and Unpaid Basis Risk
Shortfall for each such Class and such Distribution Date;
(vi) to the Class M-1 Certificates, any Basis Risk
Shortfall and Unpaid Basis Risk Shortfall for such Class and such
Distribution Date;
(vii) to the Class M-2 Certificates, any Basis Risk
Shortfall and Unpaid Basis Risk Shortfall for such Class and such
Distribution Date;
(viii) to the Class B Certificates, any Basis Risk
Shortfall and Unpaid Basis Risk Shortfall for such Class and such
Distribution Date;
(ix) to the Class M-1 Certificates, any Carryforward
Interest for such Class and such Distribution Date;
(x) to the Class M-2 Certificates, any Carryforward
Interest for such Class and such Distribution Date;
(xi) to the Class B Certificates, any Carryforward
Interest for such Class and such Distribution Date;
(xii) pro rata, to each Class of Certificates, any
Adjusted Prepayment Interest Shortfalls previously allocated thereto
and remaining unpaid; and
(xiii) subject to the last paragraph of this Section
5.02(b), to the Class X Certificate, Current Interest for such Class
on such date.
To the extent a Bond Overcollateralization Deficiency exists after
distributions on the Underlying Bond required for such Distribution Date,
amounts otherwise distributable to the holder of the Class X Certificate
pursuant to clause (xiii) of this Section 5.02(b) shall be held on deposit in
the Reserve Fund until the amount in the Reserve Fund equals the Required
Reserve Fund Amount.
(c) On each Distribution Date, the Trustee shall distribute the
Principal Distribution Amount for such date as follows:
(i) On each Distribution Date (a) prior to the
Stepdown Date or (b) with respect to which a Trigger Event has
occurred, the Principal Distribution Amount for such date will be
distributed in the following order of priority:
(1) to the Class A-1 Certificates, until the Class
Certificate Principal Amount of such Class has been
reduced to zero;
(2) to the Class A-2 Certificates, until the Class
Certificate Principal Amount of such Class has been
reduced to zero;
(3) to the Class M-1 Certificates, until the Class
Certificate Principal Amount of such Class has been
reduced to zero;
(4) to the Class M-2 Certificates, until the Class
Certificate Principal Amount of such Class has been
reduced to zero; and
(5) to the Class B Certificates, until the Class
Certificate Principal Amount of such Class has been
reduced to zero;
(ii) On each Distribution Date (a) on or after the
Stepdown Date and (b) with respect to which a Trigger Event has not
occurred, the Principal Distribution Amount for such date will be
distributed in the following order of priority:
(1) to the Class A-1 and Class A-2 Certificates, an
amount equal to the lesser of (x) the Principal
Distribution Amount for such Distribution Date and (y) the
Senior Principal Distribution Amount for such date, in the
following order of priority:
first, to the Class A-1 Certificates, until the
Class Certificate Principal Amount of such Class
has been reduced to zero, and
second, to the Class A-2 Certificates, until the
Class Certificate Principal Amount of such Class
has been reduced to zero;
(2) to the Class M-1 Certificates, an amount equal to
the lesser of (x) the excess of (A) the Principal
Distribution Amount for such Distribution Date over (B)
the amount distributed to the Class A-1 and Class A-2
Certificates on such date pursuant to clause (1) above and
(y) the Class M-1 Principal Distribution Amount for such
date, until the Class Certificate Principal Amount of such
Class has been reduced to zero;
(3) to the Class M-2 Certificates, an amount equal to
the lesser of (x) the excess of (A) the Principal
Distribution Amount for such Distribution Date over (B)
the amount distributed to the Class A-1, Class A-2 and
Class M-1 Certificates on such date pursuant to clauses
(1) and (2) above and (y) the Class M-2 Principal
Distribution Amount for such date, until the Class
Certificate Principal Amount of such Class has been
reduced to zero; and
(4) to the Class B Certificates, an amount equal to
the lesser of (x) the excess of (A) the Principal
Distribution Amount for such Distribution Date over (B)
the amount distributed to the Class A-1, Class A-2, Class
M-1 and Class M-2 Certificates on such date pursuant to
clauses (1), (2) and (3) above and (y) the Class B
Principal Distribution Amount for such date, until the
Class Certificate Principal Amount of such Class has been
reduced to zero.
Notwithstanding the foregoing, on any Distribution Date on which the Class
Certificate Principal Amount of each Class of Certificates having a higher
priority of distribution has been reduced to zero, any remaining Principal
Distribution Amount will be distributed to the remaining Classes of
Certificates, in the order of priority set forth above, until the Class
Certificate Principal Amount of each such Class has been reduced to zero.
(d) On each Distribution Date, before the distribution of amounts
pursuant to subsection (c) above, any Bond Deferred Amounts received in
respect of the Underlying Bond shall be distributed in the following order of
priority:
(i) pro rata, to the Class A-1 Certificates and Class
A-2 Certificates, in respect of any Deferred Amounts previously
allocated to such Certificates and not previously reimbursed, until
such Deferred Amounts so allocated have been reduced to zero;
(ii) to the Class M-1 Certificates, in respect of any
Deferred Amounts previously allocated to the Class M-1 Certificates
and not previously reimbursed, until such Deferred Amounts so
allocated have been reduced to zero;
(iii) to the Class M-2 Certificates and not
previously reimbursed, in respect of any Deferred Amounts previously
allocated to the Class M-2 Certificates, until such Deferred Amounts
so allocated have been reduced to zero;
(iv) to the Class B Certificates and not previously
reimbursed, in respect of any Deferred Amounts previously allocated
to the Class B Certificates, until such Deferred Amounts so
allocated have been reduced to zero;
(v) to the Reserve Fund, up to an amount equal to the
amount, if any, by which the Required Reserve Fund Amount exceeds
amounts on deposit in the Reserve Fund, in respect of any amounts
previously distributed from the Reserve Fund in order to pay
Deferred Amounts (any such amount so deposited in the Reserve Fund,
the "Reserve Fund Deferred Amount Deposit"); and
(vi) subject to maintenance of the Reserve Fund in an
amount eqaul to the Required Reserve Fund Amount, to the Class X
Certificates, any remaining amount.
Section 5.03. Allocation of Losses. On each Distribution Date, the Class
Certificate Principal Amount of each Class of Certificates will be reduced by
the amount of any Applied Loss Amount for such date, in the following order of
priority:
(i) to the Class B Certificates, until the Class
Certificate Principal Amount thereof has been reduced to zero;
(ii) to the Class M-2 Certificates, until the Class
Certificate Principal Amount thereof has been reduced to zero;
(iii) to the Class M-1 Certificates, until the Class
Certificate Principal Amount thereof has been reduced to zero; and
(iv) pro rata to the Class A-1 and Class A-2
Certificates, until the Class Certificate Principal Balance of each
such Class has been reduced to zero.
Section 5.04. Reserved]
Section 5.05. [Reserved]
Section 5.06. Reserve Fund. (a) On the Closing Date, the Trustee shall
establish and maintain a trust account entitled "Reserve Fund for the benefit
of the holders of the Class A-1, Class A-2, Class M-1, Class M-2 and Class B
Certificates" (the "Reserve Fund"). The Reserve Fund shall be an Eligible
Account included as part of the Trust Fund Assets, and funds on deposit
therein shall be held separate and apart from, and shall not be commingled
with, any other moneys, including, without limitation, other moneys of the
Trustee held pursuant to this Agreement. The Reserve Fund shall not for any
reason be an asset of the FASIT created hereby. The Class X Certificateholder
shall be considered the owner of the Reserve Fund for federal income tax
purposes.
(b) On each Distribution Date, to the extent of funds available
therefore pursuant to the last paragraph of Section 5.02(b) and Section
5.02(d)(v), the Trustee shall transfer from the Certificate Account to the
Reserve Fund, an amount equal to the sum of (i) the amount, if any, necessary
to cause the amounts on deposit in the Reserve Fund to equal the Required
Reserve Fund Amount and (ii) the Reserve Fund Deferred Amount Deposit. The
Trustee shall make withdrawals from the Reserve Fund to make distributions
pursuant to paragraph (d) of this Section 5.06.
(c) Funds on deposit in the Reserve Fund may be invested by the
Trustee in Permitted Investments at the written direction of the Class X
Certificateholder. Net investment earnings on such investments shall be
distributed to the Class X Certificateholder pursuant to Section 5.06(d)(xv).
(d) On each Distribution Date, amounts on deposit in the Reserve
Fund will be applied, to the extent that any of the amounts listed below
remains unpaid after distributions on such Distribution Date of the Interest
Distribution Amount and Principal Distribution Amount pursuant to Section
5.02(b) and Section 5.02(c) hereof, in the following order of priority:
(i) pro rata, to the Class A-1 and Class A-2 Certificates, any
Current Interest for each such Class and such Distribution Date and any
Carryforward Interest for each such Class and such Distribution Date;
(ii) to the Class M-1 Certificates, Current Interest for such Class
and such Distribution Date;
(iii) to the Class M-2 Certificates, Current Interest for such Class
and such Distribution Date;
(iv) to the Class B Certificates, Current Interest for such Class
and such Distribution Date;
(v) pro rata, to the Class A-1 and Class A-2 Certificates, any Basis
Risk Shortfall and Unpaid Basis Risk Shortfall for each such Class and such
Distribution Date;
(vi) to the Class M-1 Certificates, any Basis Risk Shortfall and
Unpaid Basis Risk Shortfall for such Class and such Distribution Date;
(vii) to the Class M-2 Certificates, any Basis Risk Shortfall and
Unpaid Basis Risk Shortfall for such Class and such Distribution Date;
(viii) to the Class B Certificates, any Basis Risk Shortfall and
Unpaid Basis Risk Shortfall for such Class and such Distribution Date;
(ix) to the Class M-1 Certificates, any Carryforward Interest for
such Class and such Distribution Date;
(x) to the Class M-1 Certificates, any Deferred Amounts previously
allocated to such Class;
(xi) to the Class M-2 Certificates, any Carryforward Interest for
such Class and such Distribution Date;
(xii) to the Class M-2 Certificates, any Deferred Amounts previously
allocated to such Class;
(xiii) to the Class B Certificates, any Carryforward Interest for
such Class and such Distribution Date;
(xiv) to the Class B Certificates, any Deferred Amounts previously
allocated to such Class; and
(xv) to the Class X Certificates, any remaining amount in excess of
the Required Reserve Fund Amount.
ARTICLE VI.
CONCERNING THE TRUSTEE; EVENTS OF DEFAULT
Section 6.01.Events of Default. Upon the occurrence of any Event of
Default, the Trustee, as the holder of the Underlying Bond, will follow the
procedures set forth in this Article.
Section 6.02. Acceleration of Maturity. The Trustee will promptly furnish
to the Depositor and the Certificateholders notice of any Event of Default
known to the Trustee. The Trustee agrees, as the holder of the Underlying
Bond, to deliver a notice in writing to the Bond Issuer and the Bond Trustee
declaring the Underlying Bond to be immediately due and payable, upon the
Trustee's receipt of a direction to take such action from the Holders of
Certificates evidencing more than 50% of all Voting Interests.
At any time after an acceleration of the Underlying Bond has been made,
the Trustee further agrees to deliver a notice in writing to the Bond Issuer
and the Bond Trustee rescinding and annulling such acceleration and its
consequences, upon the Trustee's receipt of a direction to take such action
from the Holders of Certificates evidencing more than 50% of all Voting
Interests.
Section 6.03. Control by Certificateholders. The Trustee agrees, as the
holder of the Underlying Bond, to instruct the Bond Trustee as to the time,
method and place of conducting any proceeding for any remedy available to the
Bond Trustee or exercising any power or trust conferred on the Bond Trustee,
subject to the limitations and qualifications of Section 5.14 of the
Indenture, upon receipt by the Trustee of a direction to take such action from
the Holders of Certificates evidencing more than 50% of all Voting Interests.
Section 6.04. Waiver of Past Defaults. The Holders of Certificates
evidencing more than 50% of all Voting Rights may on behalf of the Holders of
all Certificates waive any past Event of Default and its consequences, except
an Event of Default:
(1) in payment of any installment of principal, or interest on, the
Underlying Bond; or
(2) in respect of a covenant or provision hereof which under Section 9.02
of the Indenture cannot be modified or amended without the consent of each
holder of the Underlying Bond affected.
Upon any such waiver, such Event of Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured for
every purpose of the Indenture; but no such waiver shall extend to any
subsequent or other Event of Default or impair any right consequent therefrom.
Section 6.05. Undertaking for Costs. All parties to this Agreement agree,
and each Holder of any Certificate by his or her acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under the Indenture, or in any
suit against the Bond Trustee for any action taken, suffered or omitted by it
as Bond Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the Bond
Trustee, to any suit instituted by any Certificateholder, or group of
Certificateholders, acting through the Trustee as herein provided, holding in
the aggregate Certificates evidencing more than 10% of all Voting Interests.
Section 6.06. Sale of Trust Estate. The Trustee, as holder of the
Underlying Bond, agrees to deliver a notice in writing to the Bond Trustee of
the consent to, or a direction to the Bond Trustee to make, a private sale of
all or a portion of the collateral for the Underlying Bond, pursuant to
Section 5.18(b) of the Indenture, upon receipt by the Trustee of a direction
to take such action by the Holders of Certificates evidencing 100% of all
Voting Interests.
The Trustee, as holder of the Underlying Bond, further agrees to deliver
a notice in writing to the Bond Trustee of the consent to, or a direction to
the Bond Trustee to make, a public sale of all or a portion of the collateral
for the Underlying Bond, pursuant to Section 5.18(c) of the Indenture, upon
receipt by the Trustee of a direction to take such action by the Holders of
Certificates evidencing 100% of all Voting Interests.
Section 6.07. Duties of Trustee. (a) The Trustee, except during the
occurrence of one or more of the Events of Default referred to in Section 6.01
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. In the case of the occurrence of one or more of the
Events of Default referred to in Section 6.01 above, the Trustee shall
exercise such of the rights and powers vested in it by this Agreement and use
the same degree of care and skill in their exercise as a prudent investor
would exercise or use under the circumstances in the conduct of such
investor's own affairs. Any permissive right of the Trustee provided for in
this Agreement shall not be construed as a duty of the Trustee.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments
furnished to the Trustee which are specifically required to be furnished
pursuant to any provision of this Agreement, shall examine them to determine
whether they are in the form required by this Agreement; provided, however,
that the Trustee shall not be responsible for the accuracy or content of any
such resolution, certificate, statement, opinion, report, document, order or
other instrument furnished by the Master Servicer, to the Trustee pursuant to
this Agreement or the Master Servicing Agreement.
(c) The Trustee shall not have any liability arising out of or in
connection with this Agreement, except for its negligence or willful
misconduct. No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) This paragraph (i) shall not be construed to
limit the effect of paragraph (a) of this Section 6.01.
(ii) For all purposes under this Agreement, the
Trustee shall not be deemed to have notice of any event described in
Section 6.01 other than a payment default unless a Responsible
Officer assigned to and working in the Trustee's corporate trust
division has actual knowledge thereof or unless written notice of
any event is required at the Corporate Trust Office, and such notice
references the Certificates and this Agreement.
(iii) The Trustee shall not be personally liable with
respect to any action taken, suffered or omitted to be taken by it
in good faith in accordance with the direction of Holders of
Certificates as provided in Section 6.02 and 6.03 hereof;
(iv) No provision of this Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not
reasonably assured to it; and
(v) The Trustee shall not be responsible for any act
or omission of the Bond Trustee or the Master Servicer.
(d) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of Certificateholders of any Class holding
Certificates which evidence, as to such Class, Percentage Interests
aggregating not less than 25% as to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Agreement.
(e) The Trustee shall pay, out of its own funds, any fees assessed
by the Rating Agencies after the Closing Date in connection with maintaining
the ratings of the Certificates. Section 6. Except as otherwise provided in
Section 6.07 hereof:
(i) The Trustee may request, and may rely and shall
be protected in acting or refraining from acting upon any
resolution, Officer's Certificate, certificate of auditors or any
other certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document
believed by it to be genuine and to have been signed or presented by
the proper party or parties;
(ii) The Trustee may consult with counsel and any
advice of its counsel or Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken
or suffered or omitted by it hereunder in good faith and in
accordance with such advice or Opinion of Counsel;
(iii) The Trustee shall not be personally liable for
any action taken, suffered or omitted by it in good faith and
reasonably believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Agreement;
(iv) Unless a payment default in respect of the
Underlying Bond or other event specified in Section 6.01 shall have
occurred and be continuing and in each case is known to a
Responsible Officer of the Trustee, the Trustee shall not be bound
to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or
document (provided the same appears regular on its face), unless
requested in writing to do so by Holders of at least a majority in
Class Certificate Principal Amount (or Percentage Interest) of each
Class of Certificates; provided, however, that, if the payment
within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by the terms
of this Agreement, the Trustee may require reasonable indemnity
against such expense or liability or payment of such estimated
expenses as a condition to proceeding. The reasonable expense
thereof shall be paid by the Holders requesting such investigation;
and
(v) The Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys, which agents or attorneys shall
have any or all of the rights, powers, duties and obligations of the
Trustee conferred on them by such appointment provided that the
Trustee shall continue to be responsible for its duties and
obligations hereunder.
Section 6.09. Trustee Not Liable for Certificates. The Trustee makes no
representations as to the validity or sufficiency of this Agreement or of the
Certificates (other than the certificate of authentication on the
Certificates) or related document save that the Trustee represents that,
assuming due execution and delivery by the other parties hereto, this
Agreement has been duly authorized, executed and delivered by it and
constitutes its valid and binding obligation, enforceable against it in
accordance with its terms except that such enforceability may be subject to
(A) applicable bankruptcy and insolvency laws and other similar laws affecting
the enforcement of the rights of creditors generally, and (B) general
principles of equity regardless of whether such enforcement is considered in a
proceeding in equity or at law.
Section 6.10. Trustee May Own Certificates. The Trustee and any Affiliate
or agent of the Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates and may transact banking and trust with the
other parties hereto with the same rights it would have if it were not Trustee
or such agent.
Section 6.11. Eligibility Requirements for Trustee. The Trustee hereunder
shall at all times be (i) an institution insured by the FDIC and (ii) a
corporation or national banking association, organized and doing business
under the laws of any State or the United States of America, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by federal or state authority. If such corporation or national banking
association publishes reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority,
then, for the purposes of this Section, the combined capital and surplus of
such corporation or national banking association shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section
6.12.
Section 6.12. Resignation and Removal of Trustee. (a) The Trustee may at
any time resign and be discharged from the trust hereby created by giving
written notice thereof to the Depositor, the Master Servicer and mailing a
copy of such notice to all Holders of record. Upon receiving such notice of
resignation, the Depositor will promptly appoint a successor trustee by
written instrument, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee and one copy to the
Master Servicer. If no successor trustee shall have been so appointed and
shall have accepted appointment within 30 days after the giving of such notice
of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.
(b) If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 6.11 and shall fail to resign after
written request therefor by the Depositor, (ii) the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, (iii)
a tax is imposed or threatened with respect to the Trust Fund by any state in
which the Trustee or the Trust Fund held by the Trustee is located, or (iv)
the continued use of the Trustee would result in a downgrading of the rating
by the Rating Agencies of any Class of Certificates with a rating, then the
Depositor shall remove the Trustee and appoint a successor trustee by written
instrument, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee.
(c) The Holders of more than 50% of the Class Certificate Principal
Amount (or Percentage Interest) of each Class of Certificates may at any time
upon 30 days' written notice to the Trustee and to the Depositor remove the
Trustee by such written instrument, signed by such Holders or their
attorney-in-fact duly authorized, one copy of which instrument shall be
delivered to the Depositor and one copy to the Trustee so removed; the
Depositor shall thereupon use its best efforts to appoint a mutually
acceptable successor trustee in accordance with this Section.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 6.13.
Section 6.13. Successor Trustee. (a) Any successor trustee appointed as
provided in Section 6.06 shall execute, acknowledge and deliver to the
Depositor and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with like
effect as if originally named as trustee herein. The predecessor trustee shall
deliver to the successor trustee and shall duly assign, transfer, deliver and
pay over to the successor trustee the entire Trust Fund Assets, together with
all necessary instruments of transfer and assignment or other documents
properly executed necessary to effect such transfer and such of the record or
copies thereof maintained by the predecessor trustee in the administration
hereof as may be requested by the successor trustee and shall thereupon be
discharged from all duties and responsibilities under this Agreement.
(b) No successor trustee shall accept appointment as provided in
this Section unless at the time of such appointment such successor trustee
shall be eligible under the provisions of Section 6.11.
(c) Upon acceptance of appointment by a successor trustee as
provided in this Section, the Depositor shall mail (or cause the Master
Service to mail) notice of the succession of such trustee hereunder to all
Holders of Certificates at their addresses as shown in the Certificate
Register and to the Rating Agencies. The expenses of such mailing shall be
borne by the Depositor.
Section 6.14. Merger or Consolidation of Trustee. Any Person into which
the Trustee may be merged or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any Persons succeeding to the business of the Trustee,
shall be the successor to the Trustee hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding, provided that such
Person shall be eligible under the provisions of Section 6.05.
Section 6.15. [Reserved]
Section 6.16. Authenticating Agents. (a) The Trustee may appoint one or
more Authenticating Agents which shall be authorized to act on behalf of the
Trustee in authenticating Certificates. Wherever reference is made in this
Agreement to the authentication of Certificates by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication on behalf of the Trustee by an Authenticating Agent and
a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent must be a corporation
organized and doing business under the laws of the United States of America or
of any state, having a combined capital and surplus of at least $15,000,000,
authorized under such laws to do a trust business and subject to supervision
or examination by federal or state authorities.
(b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any Person succeeding to the corporate agency business of
any Authenticating Agent, shall continue to be the Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.
(c) Any Authenticating Agent may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee and the
Depositor. The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section
6.16, the Trustee may appoint a successor Authenticating Agent, shall give
written notice of such appointment to the Depositor and shall mail notice of
such appointment to all Holders of Certificates. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with
all the rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as Authenticating Agent. No
successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section 6.16. No Authenticating Agent shall have
responsibility or liability for any action taken by it as such at the
direction of the Trustee. Any Authenticating Agent shall be entitled to
reasonable compensation for its services and, if paid by the Trustee, it shall
be a reimbursable expense.
Section 6.17. Indemnification of Trustee. The Trustee and its directors,
officers, employees and agents shall be entitled to indemnification from the
Trust Fund for any loss, liability or expense incurred in connection with any
legal proceeding and incurred without negligence or willful misconduct on
their part, arising out of, or in connection with, the acceptance or
administration of the trusts created hereunder, including the costs and
expenses of defending themselves against any claim in connection with the
exercise or performance of any of their powers or duties hereunder, provided
that:
(i) with respect to any such claim, the Trustee shall
have given the Depositor and the Holders written notice thereof
promptly after the Trustee shall have knowledge thereof;
(ii) while maintaining control over its own defense,
the Trustee shall cooperate and consult fully with the Depositor in
preparing such defense; and
(iii) notwithstanding anything to the contrary in
this Section 6.16, the Trust Fund shall not be liable for settlement
of any such claim by the Trustee entered into without the prior
consent of the Depositor, which consent shall not be unreasonably
withheld.
The provisions of this Section 6.17 shall survive any termination of this
Agreement and the resignation or removal of the Trustee and shall be construed
to include, but not be limited to any loss, liability or expense under any
environmental law.
Section 6.18. Fees and Expenses of Trustee. The Trustee shall be entitled
to receive, and is authorized to pay to itself the Trustee Fee and as
additional compensation any amount of income or gain earned from the
investment of funds in the Certificate Account.
Section 6.19. Collection of Monies; Remedies. Except as otherwise
expressly provided in this Agreement, the Trustee may demand payment or
delivery of, and shall receive and collect, all money and other property
payable to or receivable by the Trustee pursuant to this Agreement. The
Trustee shall hold all such money and property received by it as part of the
Trust Fund Assets and shall distribute it as provided in this Agreement. If
the Trustee shall not have timely received amounts to be remitted with respect
to the Underlying Bond, the Trustee shall request that such distribution be
made as promptly as practicable or legally permitted. If the Trustee shall
subsequently receive any such amount, it may withdraw such request.
Section 6.20. Limitation of Liability. The Certificates are executed by
the Trustee, not in its individual capacity but solely as Trustee of the
Trust, in the exercise of the powers and authority conferred and vested in it
by this Agreement. Each of the undertakings and agreements made on the part of
the Trustee in the Certificates is made and intended not as a personal
undertaking or agreement by the Trustee but is made and intended for the
purpose of binding only the Trust.
Section 6.21. Trustee May Enforce Claims Without Possession of
Certificates. All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and such preceding instituted by the Trustee
shall be brought in its own name or in its capacity as Trustee. Any recovery
of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursement and advances of the Trustee, its agents
and counsel, be for the ratable benefit or the Certificateholders in respect
of which such judgment has been recovered.
Section 6.22. Waiver of Bond Requirement. The Trustee shall be relieved
of, and each Certificateholder hereby waives, any requirement of any
jurisdiction in which the Trust, or any part thereof, may be located that the
Trustee post a bond or other surety with any court, agency or body whatsoever.
Section 6.23. Waiver of Inventory, Accounting and Appraisal Requirement.
The Trustee shall be relieved of, and each Certificateholder hereby waives,
any requirement of any jurisdiction in which the Trust, or any part thereof,
may be located that the Trustee file any inventory, accounting or appraisal of
the Trust with any court, agency or body at any time or in any manner
whatsoever.
ARTICLE VII.
PURCHASE AND TERMINATION OF THE
TRUST FUND; PURCHASE OF CERTIFICATES
Section 7.01. Termination of Trust Fund Upon Maturity or Redemption of
the Underlying Bond. The obligations and responsibilities of the Trustee
(other than the obligation of the Trustee to make payments to
Certificateholders as set forth in Section 7.02) shall terminate in accordance
with Section 7.02 or on the final payment or earlier redemption of the
Underlying Bond; provided, however, that in no event shall the Trust Fund
created hereby continue beyond the expiration of 21 years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James's, living on the date hereof
and provided further, that in no event shall the Trust Fund created hereby
continue beyond May 25, 2028.
Section 7.02. Special Purchase of Certificates. (a) On any Distribution
Date occurring on or after the Distribution Date on which the aggregate
Certificate Principal Amount of the Certificates (other than the Class X
Certificate) is less than 35% of their initial aggregate Certificate Principal
Amount, the Class O Certificateholder, so long as it holds such Certificate,
shall have the option to purchase all, but not less than all (other than the
Class X Certificate), of the Certificates remaining outstanding on such
Distribution Date for a purchase price equal to the sum of the outstanding
Certificate Principal Amounts of each such Certificate plus accrued but unpaid
interest thereon at the applicable Certificate Interest Rate (the "Acquisition
Price").
(i) In order to exercise such option, the Class O
Certificateholder must deliver to the Trustee written notice of its
intent to purchase all of the Certificates and of the Distribution
Date on which it intends to do so not less than 20 days prior to
such Distribution Date.
(ii) On the Business Day preceding the final
Distribution Date, the Class O Certificateholder shall deposit with
the Trustee cash, certificates of deposit or a letter of credit in
an amount sufficient to provide for payment of the Acquisition
Price. Such amount shall be paid by the Trustee to Holders of
Certificates upon surrender for purchase as provided below.
(iii) Notice of any purchase of the Certificates
pursuant to the provisions of this subsection, specifying the
Distribution Date upon which such purchase shall be made, shall be
given promptly by the Trustee by first class mail to Holders of the
Certificates mailed no later than five Business Days after the
Trustee has received notice from the Class O Certificateholder of
its intent to exercise its right to purchase the Certificates. Such
notice shall specify (A) the Distribution Date upon which the
Acquisition Price will be paid upon transfer of the Certificates
(the "Acquisition Date"), and the time and place at which any
Definitive Certificates must be surrendered for cancellation and (B)
that the Acquisition Price applicable to each Certificate
constitutes payment in full therefor, and that no further amounts in
respect of interest or principal will be distributable to the
Holders from whom such Certificates are purchased by the Class O
Certificateholder. The Trustee shall give such notice to the Master
Servicer and the Certificate Registrar at the time such notice is
given to Holders of the Certificates.
(iv) On the Acquisition Date, the Trustee shall (A)
make payment to each Holder of a Certificate of the Acquisition
Price therefor in the manner in which distributions are effected
under this Agreement and (B) effect the transfer of each such
Certificate (or interest therein) to the Class O Certificateholder,
which shall thereafter (unless it transfers such Certificate in
accordance with this Agreement) be the Holder (or Certificate Owner)
of such Certificate for all purposes. Notwithstanding the foregoing,
in the event that all of the Holders of Definitive Certificates do
not surrender their Certificates for purchase at the time specified
in the above-mentioned written notice, the Trustee shall give a
second written notice to such remaining Certificateholders to
surrender their Certificates for purchase. If within ten days after
the second notice any Definitive Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps
to contact the remaining Certificateholders concerning surrender of
such Certificates, and the cost thereof shall be paid out of the
amounts distributable to such Holders. Subject to applicable law,
the Trustee shall hold all amounts payable to such Holders for the
benefit of such Holders. No interest shall accrue on any amount held
by the Trustee and not distributed to a Certificateholder due to
such Certificateholder's failure to surrender its Certificate(s) for
payment of the Acquisition Price thereon in accordance with this
Section. Notwithstanding that any Definitive Certificate has not
been surrendered after notice and deposit of the Acquisition Price
as provided above, on the Acquisition Date such Certificate shall be
deemed to be canceled a transfer of such Certificate (or interest
therein) shall be deemed to be effected to the Class O
Certificateholder, which shall thereafter (unless it transfers such
Certificate in accordance with this Agreement) be the Holder (or
Certificate Owner) of such Certificate for all purposes.
Section 7.03. Procedure Upon Termination of Trust Fund. (a) Notice of any
termination pursuant to the provisions of Section 7.01, specifying the
Distribution Date upon which the final distribution shall be made, shall be
given promptly by the Trustee by first class mail to Certificateholders mailed
upon the final payment or earlier redemption of the Underlying Bond. Such
notice shall specify (A) the Distribution Date upon which final distribution
on the Certificates of all amounts required to be distributed to
Certificateholders pursuant to Section 5.02 will be made upon presentation and
surrender of the Certificates at the Corporate Trust Office, and (B) that the
Record Date otherwise applicable to such Distribution Date is not applicable,
distribution being made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein specified. The
Trustee shall give such notice to the Master Servicer and the Certificate
Registrar at the time such notice is given to Holders of the Certificates.
Upon any such termination, the duties of the Certificate Registrar with
respect to the Certificates shall terminate and the Trustee shall terminate
the Certificate Account and any other account or fund maintained with respect
to the Certificates, subject to the Trustee's obligation hereunder to hold all
amounts payable to Certificateholders in trust without interest pending such
payment.
(b) In the event that all of the Holders do not surrender their
Certificates for cancellation within three months after the time specified in
the above-mentioned written notice, the Trustee shall give a further written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If
within one year after such notice any Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps to
contact the remaining Certificateholders concerning surrender of such
Certificates, and the cost thereof shall be paid out of the amounts
distributable to such Holders. If within two years after such notice any
Certificates shall not have been surrendered for cancellation, the Trustee
shall, subject to applicable state law relating to escheatment, hold all
amounts distributable to such Holders for the benefit of such Holders. No
interest shall accrue on any amount held by the Trustee and not distributed to
a Certificateholder due to such Certificateholder's failure to surrender its
Certificate(s) for payment of the final distribution thereon in accordance
with this Section.
ARTICLE VIII.
RIGHTS OF CERTIFICATEHOLDERS
Section 8.01. Limitation on Rights of Holders. (a) The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or this Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or take any action or
proceeding in any court for a partition or winding up of this Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them. Except as otherwise expressly provided herein, no
Certificateholder, solely by virtue of its status as a Certificateholder,
shall have any right to vote or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto,
nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from
time to time as partners or members of an association, nor shall any
Certificateholder be under any liability to any third person by reason of any
action taken by the parties to this Agreement pursuant to any provision
hereof.
(b) No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of an Event
of Default and of the continuance thereof, as hereinbefore provided, and
unless also the Holders of Certificates evidencing not less than 25% of the
Class Certificate Principal Amount (or Percentage Interest) of Certificates of
each Class affected thereby shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as
it may require against the cost, expenses and liabilities to be incurred
therein or thereby, and the Trustee, for sixty days after its receipt of such
notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding and no direction inconsistent
with such written request has been given such Trustee during such sixty-day
period by such Certificateholders; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the benefit
of all Certificateholders. For the protection and enforcement of the
provisions of this Section, each and every Certificateholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.
Section 8.02. Access to List of Holders. (a) If the Trustee is not acting
as Certificate Registrar, the Certificate Registrar will furnish or cause to
be furnished to the Trustee, within fifteen days after receipt by the
Certificate Registrar of a request by the Trustee in writing, a list, in such
form as the Trustee may reasonably require, of the names and addresses of the
Certificateholders of each Class as of the most recent Record Date.
(b) If three or more Holders or Certificate Owners (hereinafter
referred to as "Applicants") apply in writing to the Trustee, and such
application states that the Applicants desire to communicate with other
Holders with respect to their rights under this Agreement or under the
Certificates and is accompanied by a copy of the communication which such
Applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, afford such Applicants reasonable
access during the normal business hours of the Trustee to the most recent list
of Certificateholders held by the Trustee or shall, as an alternative, send,
at the Applicants' expense, the written communication proffered by the
Applicants to all Certificateholders at their addresses as they appear in the
Certificate Register.
(c) Every Holder or Certificate Owner, if the Holder is a Clearing
Agency, by receiving and holding a Certificate, agrees with the Depositor, the
Certificate Registrar and the Trustee that neither the Depositor, the
Certificate Registrar nor the Trustee shall be held accountable by reason of
the disclosure of any such information as to the names and addresses of the
Certificateholders hereunder, regardless of the source from which such
information was derived.
Section 8.03. Acts of Holders of Certificateholders. (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Agreement to be given or taken by Holders or Certificate
Owner, if the Holder is a Clearing Agency, may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such Holders
in person or by agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee. Such instrument or
instruments (as the action embodies therein and evidenced thereby) are herein
sometimes referred to as an "Act" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agents shall be sufficient for any purpose of this
Agreement and conclusive in favor of the Trustee if made in the manner
provided in this Section.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer
authorized by law to take acknowledgments or deeds, certifying that the
individual signing such instrument or writing acknowledged to him the
execution thereof. Whenever such execution is by an officer of a corporation
or a member of a partnership on behalf of such corporation or partnership,
such certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or
writing, or the authority of the individual executing the same, may also be
proved in any other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or other
writing thereon made by anyone other than the Trustee) shall be proved by the
Certificate Register, and neither the Trustee nor the Depositor shall be
affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Certificate shall bind every
future Holder of the same Certificate and the Holder of every Certificate
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof, in respect of anything done, omitted or suffered to be done by
the Trustee in reliance thereon, whether or not notation of such action is
made upon such Certificate.
ARTICLE IX.
[RESERVED]
ARTICLE X.
FASIT ADMINISTRATION
Section 10.01. FASIT Administration. (a) The Holder of the Class O
Certificate or, to the extent required by applicable Treasury Regulations, the
Trustee, shall timely elect to treat the Trust as a FASIT under the Code and,
if necessary, under applicable state law. Unless otherwise required by
applicable Treasury Regulations, such election will be made on the appropriate
federal or state tax returns for the taxable year of the Holder of the Class O
Certificate in which the Certificates are issued or in any other taxable year
as required by applicable Treasury Regulations.
(b) Each Certificate (except the Class O Certificate) is hereby
designated as a separate "regular interest" (within the meaning of Section
860L(b)(1) of the Code) in the FASIT. The Class O Certificate is hereby
designated as the single class of "ownership interest" (within the meaning of
Section 860L(b)(2) of the Code) in the FASIT. The Trustee shall not permit the
creation of any other "interests" in the FASIT (within the meaning of the
FASIT Provisions) except those contemplated herein.
(c) The date of this Agreement is hereby designated as the "startup
day" of the FASIT within the meaning of Section 860L(d)(1) of the Code. Solely
for purposes of the FASIT Provisions, May 25, 2028 has been designated the
"latest possible maturity date" of each Class of regular interests in the
FASIT.
(d) Except as otherwise provided in Section 11.01 below, the Holder
of the Class O Certificate shall pay out of its own funds any tax-related
expenses of the FASIT (including, but not limited to, expenses related to
audits or any administrative or judicial proceedings with respect to the FASIT
that involve the Internal Revenue Service or state tax authorities).
(e) Within 30 days after the date of this Agreement the Trustee
shall cause the Master Servicer to prepare or cause to be prepared and submit
to the Holder of the Class O Certificate for filing with the Internal Revenue
Service Form 8811, "Information Return for Real Estate Mortgage Investment
Conduits (REMIC) and Issuers of Collateralized Debt Obligations" for the
FASIT. The Holder of the Class O Certificate and the Master Servicer shall
prepare, execute and file, or cause to be prepared, executed and filed, the
tax returns which the Holder of the Class O Certificate and the FASIT are
respectively obligated to prepare and file in accordance with the FASIT
Provisions. The expenses of preparing and filing such returns shall not be an
expense of the Trust or to the holders of the regular interests in the FASIT,
but rather be borne by the Holder of the Class O Certificate, without any
right of reimbursement therefor. The Trustee shall cause the Master Servicer
to provide on a timely basis to the Holder of the Class O Certificate or its
designee, and the Master Servicer shall provide on a timely basis to the
Trustee or its designee, such information with respect to the FASIT as is in
its possession and reasonably required by the Holder of the Class O
Certificate or the Trustee, respectively, to enable it to perform its
obligations under this Article.
The Master Servicer shall provide on a timely basis to the Trustee or its
designee such information with respect to the Trust and the FASIT, in each
case, as is in its possession, which the Master Servicer has received or
prepared by virtue of its role as master Master Servicer under the Servicing
Agreement and reasonably required by the Trustee to enable it to perform its
obligations under this Section 11.01 and the Trustee shall provide such
information on a timely basis to the Holder of the Class O Certificate or its
designee, and each of the Trustee and the Holder of the Class O Certificate
shall be entitled to rely on such information in the performance of its
obligations under this Section 11.01. The Master Servicer shall indemnify the
Holder of the Class O Certificate and the Trustee for any liability or
assessment against the Holder of the Class O Certificate, the Trustee or the
FASIT and any expenses incurred in connection with such liability or
assessment (including reasonable attorney's fees) resulting from any error in
any tax or information returns resulting from errors in the information
provided by the Master Servicer as the case may be. Such indemnification shall
survive the termination of this Agreement and any resignation or termination
of the Trustee under this Agreement.
(f) The Trustee shall report all information to Certificateholders
that is the responsibility of the FASIT under the Code, the FASIT Provisions
or other compliance guidance issued by the Internal Revenue Service or any
state or local taxing authority including, without limitation, reports
relating to interest, original issue discount and market discount or premium.
The Trustee shall provide to the Internal Revenue Service, the name, title,
address and telephone number of the Person who will serve as the
representative of the FASIT.
(g) None of the Holder of the Class O Certificate, the Master
Servicer or the Trustee shall knowingly take (or cause the FASIT to take) any
action or fail to take (or failed to cause to be taken) any action within
their respective control and within the scope of their respective duties under
this Agreement, that, under the FASIT Provisions, if taken or not taken, as
the case may be, would (i) endanger the status of the Trust as a FASIT, or
(ii) result in the imposition of a tax upon the FASIT (including but not
limited to the tax on prohibited transactions as defined in Section 860L(e) of
the Code) (any such endangerment or imposition, an "Adverse FASIT Event"),
unless the Trustee and the Master Servicer shall have obtained or received an
Opinion of Counsel (at the expense of the party requesting such action or at
the expense of the Trust if the Trustee seeks to take such action or to
refrain from acting for the benefit of the Certificateholders) to the effect
that the contemplated action will not result in an Adverse FASIT Event. The
Trustee shall not take any actions (or fail to take any action, whether or not
authorized hereunder) as to which the Holder of the Class O Certificate or the
Master Servicer has advised it in writing that either the Holder of the Class
O Certificate or the Master Servicer has received or obtain an Opinion of
Counsel to the effect that an Adverse FASIT Event would occur with respect to
such action or inaction. In addition, prior to taking any action with respect
to the FASIT, or causing the FASIT to take any action, that is not expressly
permitted under the terms of this Agreement, the Holder of the Class O
Certificate and the Master Servicer shall consult with the Trustee or its
designee, in writing, with respect to whether such action would cause an
Adverse FASIT Event to occur. The Holder of the Class O Certificate shall not
take any such action or cause the FASIT to take any such action as to which
the Trustee has advised it in writing that an Adverse FASIT Event would occur,
and the Holder of the Class O Certificate shall not have any liability
hereunder for any action taken by it in accordance with the written
instructions of the Trustee. The Trustee may consult with counsel to obtain
such written advice, and the Trustee may conclusively rely on such advice of
counsel, and the cost of same shall be borne by the party seeking to take the
action not permitted by this Agreement, but in no event at the cost or expense
of the Trust or the Trustee.
(h) If any "prohibited transactions" taxes, as defined in Section
860L(e) of the Code, or any other tax imposed by the Code or any applicable
provisions of state or local tax laws is imposed on the FASIT, such tax,
together with all incidental costs and expenses (including, without
limitation, penalties and reasonable attorneys' fees), shall be charged to and
paid by (i) the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations or this Article X; or
(ii) the Holder of the Class O Certificate, if such tax arises out of a breach
of any of its obligations under this Article X.
(i) The Holder of the Class O Certificate and, to the extent that
records are maintained by the Master Servicer in the normal course of its
business, and the Master Servicer shall, for federal income tax purposes,
maintain books and records with respect to the FASIT on an accrual basis and a
taxable year corresponding to the taxable year of the Holder of the Class O
Certificate.
(j) Neither the Trustee nor the Master Servicer shall not enter into
any arrangement by which the FASIT will receive a fee or other compensation
for services (other than a fee received as a compensation for a waiver,
amendment or consent under permitted assets (other than foreclosure property)
held by the FASIT) nor permit the FASIT to receive any income from assets
other than "permitted assets" as defined in Section 860L(c) of the Code.
Section 10.02 Compliance with FASIT Provisions; Further Assurances.
(a) In order to facilitate compliance by the Trust with the FASIT
Provisions, the parties hereto agree that, insofar as the rights or
responsibilities of any party under, or actions required to be taken by any
party to, this Agreement are required to be modified as a result of the
promulgation of proposed, temporary or final Treasury Regulations or other
applicable authority, as evidenced by a notice from the Master Servicer to the
other parties hereto, based upon the advice of counsel, the parties hereto
agree (i) to enter into any amendments to this Agreement that are required to
bring this Agreement into compliance with such regulation or other authority
and/or to allow the Trust to continue to be classified as a FASIT for U.S.
federal income tax purposes or (ii) to take such actions or refrain from
taking such actions pursuant to the terms of this Agreement in a manner
consistent with such regulations or other authority necessary to maintain the
status of the Trust as a FASIT or to prevent the imposition of tax on the
Trust or the FASIT.
(b) The parties to this Agreement hereby agree to take such further
actions as may be required to effectuate this Section 10.02 and the intent
that this Trust be treated as a FASIT under the FASIT Provisions.
ARTICLE XI.
MISCELLANEOUS PROVISIONS
Section 11.01. Binding Nature of Agreement; Assignment. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
Section 11.02. Entire Agreement. This Agreement contains the entire
agreement and understanding among the parties hereto with respect to the
subject matter hereof, and supersedes all prior and contemporaneous
agreements, understandings, inducements and conditions, express or implied,
oral or written, of any nature whatsoever with respect to the subject matter
hereof. The express terms hereof control and supersede any course of
performance and/or usage of the trade inconsistent with any of the terms
hereof.
Section 11.03. Amendment. (a) This Agreement may be amended from time to
time by the Depositor and the Trustee, without notice to or the consent of any
of the Holders, (i) to cure any ambiguity, (ii) to cause the provisions herein
to conform to or be consistent with or in furtherance of the statements made
with respect to the Certificates, the Trust Fund or this Agreement in any
Offering Document, or to correct or supplement any provision herein which may
be inconsistent with any other provisions herein, (iii) to make any other
provisions with respect to matters or questions arising under this Agreement
or (iv) to add, delete, or amend any provisions to the extent necessary or
desirable to comply with any requirements imposed by the Code and the FASIT
Provisions. No such amendment effected pursuant to the preceding sentence
shall, as evidenced by an Opinion of Counsel, result in an Adverse FASIT
Event, nor shall such amendment effected pursuant to clause (iii) of such
sentence adversely affect in any material respect the interests of any Holder.
Prior to entering into any amendment without the consent of Holders pursuant
to this paragraph, the Trustee may require an Opinion of Counsel (at the
expense of the party requesting such amendment) to the effect that such
amendment is permitted under this paragraph. Any such amendment shall be
deemed not to adversely affect in any material respect any Holder, if the
Trustee receives written confirmation from each Rating Agency that such
amendment will not cause such Rating Agency to reduce the then current rating
assigned to the Certificates (and any Opinion of Counsel requested by the
Trustee in connection with any such amendment may rely expressly on such
confirmation as the basis therefor).
(b) This Agreement may also be amended from time to time by the
Depositor and the Trustee with the consent of the Holders of not less than
66-2/3% of the Class Certificate Principal Amount (or Percentage Interest) of
each Class of Certificates affected thereby for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders;
provided, however, that no such amendment shall be made unless the Trustee
receives an Opinion of Counsel, at the expense of the party requesting the
change, that such change will not result in an Adverse FASIT Event, and
provided further, that no such amendment may (i) reduce in any manner the
amount of, or delay the timing of, payments received on the Underlying Bond
which are required to be distributed on any Certificate, without the consent
of the Holder of such Certificate or (ii) reduce the aforesaid percentages of
Class Certificate Principal Amount (or Percentage Interest) of Certificates of
each Class, the Holders of which are required to consent to any such amendment
without the consent of the Holders of 100% of the Class Certificate Principal
Amount (or Percentage Interest) of each Class of Certificates affected
thereby. For purposes of this paragraph, references to "Holder" or "Holders"
shall be deemed to include, in the case of any Class of Book-Entry
Certificates, the related Certificate Owners.
(c) Promptly after the execution of any such amendment, the Trustee
shall furnish written notification of the substance of such amendment to each
Holder, the Depositor and to the Rating Agencies.
(d) It shall not be necessary for the consent of Holders under this
Section 11.03 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Holders shall be subject to such reasonable regulations
as the Trustee may prescribe.
(e) Notwithstanding anything to the contrary in any Servicing
Agreement, the Trustee shall not consent to any amendment of any Servicing
Agreement except pursuant to the standards provided in this Section with
respect to amendment of this Agreement.
Section 11.04. Voting Rights Except to the extent that the consent of all
affected Certificateholders is required pursuant to this Agreement, with
respect to any provision of this Agreement requiring the consent of
Certificateholders representing specified percentages of aggregate outstanding
Certificate Principal Amount (or Percentage Interest), Certificates owned by
the Depositor, the Master Servicer, the Trustee or any Servicer or Affiliates
thereof are not to be counted so long as such Certificates are owned by the
Depositor, the Master Servicer, the Trustee or any Servicer or any Affiliate
thereof.
Section 11.05. Provision of Information. (a) For so long as any of the
Certificates of any Series or Class are "restricted securities" within the
meaning of Rule 144(a)(3) under the Act, each of the Depositor and the Trustee
agree to cooperate with each other to provide to any Certificateholders and to
any prospective purchaser of Certificates designated by such
Certificateholder, upon the request of such Certificateholder or prospective
purchaser, any information required to be provided to such holder or
prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4)
under the Act. Any reasonable, out-of-pocket expenses incurred by the Trustee
in providing such information shall be reimbursed by the Depositor.
(b) The Trustee will provide to any person to whom a Prospectus was
delivered, upon the request of such person specifying the document or
documents requested, (i) a copy (excluding exhibits) of any report on Form 8-K
or Form 10-K filed with the Securities and Exchange Commission pursuant to
Section 3(i) of the Master Servicing Agreement and (ii) a copy of any other
document incorporated by reference in the Prospectus. Any reasonable
out-of-pocket expenses incurred by the Trustee in providing copies of such
documents shall be reimbursed by the Depositor.
(c) On each Distribution Date, the Trustee shall deliver or cause to
be delivered by first class mail to the Depositor, Attention: Contract
Finance, a copy of the report delivered to Certificateholders pursuant to
Section 4.03.
Section 11.06. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
Section 11.07. Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given when received
by (a) in the case of the Depositor, American Residential Eagle, Inc., 415
Marine View Avenue, Suite 230, Del Mar, California 92014, Attention: Mark
Conger, and (b) in the case of the Trustee, First Union National Bank, 230
South Tryon Street NC1179, Charlotte, North Carolina 28288, Attention:
Structured Finance, or as to each party such other address as may hereafter be
furnished by such party to the other parties in writing. Any notice required
or permitted to be mailed to a Holder shall be given by first class mail,
postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the
Holder receives such notice.
Section 11.08. Severability. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions
or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the
Certificates or the rights of the Holders thereof.
Section 11.09. Indulgences; No Waivers. Neither the failure nor any delay
on the part of a party to exercise any right, remedy, power or privilege under
this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, remedy, power or privilege preclude any other
or further exercise of the same or of any other right, remedy, power or
privilege, nor shall any waiver of any right, remedy, power or privilege with
respect to any occurrence be construed as a waiver of such right, remedy,
power or privilege with respect to any other occurrence. No waiver shall be
effective unless it is in writing and is signed by the party asserted to have
granted such waiver.
Section 11.10. Headings Not To Affect Interpretation. The headings
contained in this Agreement are for convenience of reference only, and they
shall not be used in the interpretation hereof.
Section 11.11. Benefits of Agreement. Nothing in this Agreement or in the
Certificates, express or implied, shall give to any Person, other than the
parties to this Agreement and their successors hereunder and the Holders of
the Certificates, any benefit or any legal or equitable right, power, remedy
or claim under this Agreement.
Section 11.12. Special Notices to the Rating Agencies. (a) The Depositor
shall give prompt notice to the Rating Agencies of the occurrence of any of
the following events of which it has notice:
(i) any amendment to this Agreement pursuant to
Section 11.03;
(ii) the making of a final payment pursuant to
Section 7.02; and
(iii) any termination of the rights and obligations
of any Servicer under the applicable Servicing Agreement.
(b) All notices to the Rating Agencies provided for this Section
shall be in writing and sent by first class mail, telecopy or overnight
courier, as follows:
Standard & Poor's Rating Services
26 Broadway, 15th Floor
New York, New York 10004
Attention: Residential Mortgages
And
Duff & Phelps Credit Rating Company
55 East Monroe
38th Floor
Chicago, Illinois 60603
Attention: Residential Mortgage-Backed Securities
(c) The Trustee shall deliver to the Rating Agencies reports
prepared pursuant to Section 4.03.
Section 11.13. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, and all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Depositor and the Trustee have caused their names
to be signed hereto by their respective officers hereunto duly authorized as
of the day and year first above written.
AMERICAN RESIDENTIAL EAGLE, INC.,
as Depositor
By: ________________________________________
Name: __________________________________
Title: _________________________________
FIRST UNION NATIONAL BANK,
as Trustee.
By: ________________________________________
Name: __________________________________
Title: _________________________________
ACKNOWLEDGED BY:
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(solely for purposes of Article IV
and Article X hereof).
By: _______________________________________
Name: _________________________________
Title: ________________________________
EXHIBIT A
FORMS OF CERTIFICATES
EXHIBIT B-1
[RESERVED]
EXHIBIT B-2
[RESERVED]
EXHIBIT B-3
[RESERVED]
EXHIBIT B-4
[RESERVED]
EXHIBIT C
[RESERVED]
EXHIBIT D-1
FORM OF CLASS O CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], _________________ being first duly sworn, deposes
and says:
1. That he [she] is [title of officer] ___________ _____________
of [name of Purchaser] ________________________
_________________ (the "Purchaser"), a corporation duly
organized and existing under the laws of the State of
__________, on behalf of which he [she] makes this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is and Eligible Corporation within the
meaning of Section 860L(a)(2) of the Internal Revenue Code of
1986, as amended (the "Code") and will be an Eligible
Corporation as of [date of transfer], and that the Purchaser is
not acquiring the Class O Certificate (as defined in the
Agreement) for the account of, or as agent (including a broker,
nominee, or other middleman) for, any person or entity from
which it has not received an affidavit substantially in the
form of this affidavit. For these purposes, an Eligible
Corporation is any domestic C corporation other than (i) a
corporation that is exempt from or is not subject to federal
income tax, (ii) an investment company that could qualify as a
regulated investment company under section 851(a) of the Code,
(iii) a REMIC, or (iv) a coop to which subchapter T of the Code
applies.
4. That the Purchaser is not, and on __________ [insert date of
transfer of Class O Certificate to Purchaser] will not be, and
is not and on such date will not be investing the assets of, an
employee benefit plan subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or a plan subject
to Code Section 4975 or a person or entity that is using the
assets of any employee benefit plan or other plan to acquire
the Class O Certificate.
5. That the Purchaser hereby acknowledges that under the terms of
the Trust Agreement (the "Agreement") among American
Residential Eagle, Inc., and First Union National Bank, as
Trustee, dated as of June 1, 1998, no transfer of the Class O
Certificate shall be permitted to be made to any person unless
the Trustee has received a certificate from such transferee to
the effect that such transferee is an Eligible Corporation and
not an employee benefit plan subject to ERISA or a plan subject
to Section 4975 of the Code and is not using the assets of any
employee benefit plan or other plan to acquire Class O
Certificates.
6. That the Purchaser does not hold Class O Certificate as nominee
to facilitate the clearance and settlement of such securities
through electronic book-entry changes in accounts of
participating organizations (such entity, a "Book-Entry
Nominee").
7. That the Purchaser does not have the intention to impede the
assessment or collection of any federal, state or local taxes
legally required to be paid with respect to such Class O
Certificate.
8. That the Purchaser will not transfer the Class O Certificate to
any person or entity (i) as to which the Purchaser has actual
knowledge that the requirements set forth in paragraph 3,
paragraph 6 or paragraph 10 hereof are not satisfied or that
the Purchaser has reason to believe does not satisfy the
requirements set forth in paragraph 7 hereof, and (ii) without
obtaining from the prospective Purchaser an affidavit
substantially in this form and providing to the Trustee a
written statement substantially in the form of Exhibit G to the
Agreement.
9. That the Purchaser understands that, as the holder of the Class
O Certificate, the Purchaser may incur tax liabilities in
excess of any cash flows generated by the interest and that it
intends to pay taxes associated with holding such Class O
Certificate as they become due.
10. That the Purchaser agrees to such amendments of the Trust
Agreement as may be required to further effectuate the
restrictions on transfer of the Class O Certificate to a person
other than an Eligible Corporation or a book-Entry Nominee, or
a person that does not satisfy the requirements of paragraph 7
and paragraph 10 hereof.
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by
its [title of officer] this _____ day of __________, 19__.
__________________________________
[name of Purchaser]
By:_______________________________
Name:
Title:
Personally appeared before me the above-named [name of officer]
________________, known or proved to me to be the same person who executed the
foregoing instrument and to be the [title of officer] _________________ of the
Purchaser, and acknowledged to me that he [she] executed the same as his [her]
free act and deed and the free act and deed of the Purchaser.
Subscribed and sworn before me this _____ day of __________, 19__.
NOTARY PUBLIC
______________________________
COUNTY OF_____________________
STATE OF______________________
My commission expires the _____ day of __________, 19__.
EXHIBIT D-2
CLASS O CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)
__________________________
Date
Re: American Residential Eagle Certificate Trust 1998-1
Mortgage Backed Callable Certificates, Series 1998-1
_______________________ (the "Transferor") has reviewed the attached
affidavit of _____________________________ (the "Transferee"), and has no
actual knowledge that such affidavit is not true and has no reason to believe
that the information contained in paragraph 7 thereof is not true, and has no
reason to believe that the Transferee has the intention to impede the
assessment or collection of any federal, state or local taxes legally required
to be paid with respect to the Class O Certificate. In addition, the
Transferor has conducted a reasonable investigation at the time of the
transfer and found that the Transferee had historically paid its debts as they
came due and found no significant evidence to indicate that the Transferee
will not continue to pay its debts as they become due.
Very truly yours,
____________________________________
Name:
Title:
EXHIBIT E
[RESERVED]
EXHIBIT F
FORM OF RULE 144A TRANSFER CERTIFICATE
Re: American Residential Eagle Certificate Trust 1998-1
Mortgage Backed Callable Certificates, Series 1998-1
Reference is hereby made to the Trust Agreement dated as of June 1,
1998 (the "Trust Agreement") among American Residential Eagle, Inc., as
Depositor, and First Union National Bank, as Trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Trust
Agreement.
This letter relates to $_________ initial Certificate Balance of
Class Certificates which are held in the form of Definitive Certificates
registered in the name of (the "Transferor"). The Transferor has requested a
transfer of such Definitive Certificates for Definitive Certificates of such
Class registered in the name of [insert name of transferee].
In connection with such request, and in respect of such
Certificates, the Transferor hereby certifies that such Certificates are being
transferred in accordance with (i) the transfer restrictions set forth in the
Trust Agreement and the Certificates and (ii) Rule 144A under the Securities
Act to a purchaser that the Transferor reasonably believes is a "qualified
institutional buyer" within the meaning of Rule 144A purchasing for its own
account or for the account of a "qualified institutional buyer," which
purchaser is aware that the sale to it is being made in reliance upon Rule
144A, in a transaction meeting the requirements of Rule 144A and in accordance
with any applicable securities laws of any state of the United States or any
other applicable jurisdiction.
This certificate and the statements contained herein are made for
your benefit and the benefit of the Placement Agent and the Depositor.
_______________________________________
[Name of Transferor]
By:____________________________________
Name:
Title:
Dated: ___________, ____
EXHIBIT G
FORM OF PURCHASER'S LETTER FOR
INSTITUTIONAL ACCREDITED INVESTOR
_____________________
Date
Dear Sirs:
In connection with our proposed purchase of $______________
principal amount of Mortgage Backed Callable Certificates, Series 1998-1 (the
"Privately Offered Certificates") of American Residential Eagle, Inc. (the
"Depositor"), we confirm that:
(1) We understand that the Privately Offered Certificates have not been,
and will not be, registered under the Securities Act of 1933, as
amended (the "Securities Act"), and may not be sold except as
permitted in the following sentence. We agree, on our own behalf and
on behalf of any accounts for which we are acting as hereinafter
stated, that if we should sell any Privately Offered Certificates
within three years of the later of the date of original issuance of
the Privately Offered Certificates or the last day on which such
Privately Offered Certificates are owned by the Depositor or any
affiliate of the Depositor (which includes the Placement Agent) we
will do so only (A) to the Depositor, (B) to "qualified institutional
buyers" (within the meaning of Rule 144A under the Securities Act) in
accordance with Rule 144A under the Securities Act ("QIBs"), (C)
pursuant to the exemption from registration provided by Rule 144
under the Securities Act, or (D) to an institutional "accredited
investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act that is not a QIB (an
"Institutional Accredited Investor") which, prior to such transfer,
delivers to the Trustee under the Trust Agreement dated as of June 1,
1998 among the Depositor and First Union National Bank, as Trustee
(the "Trustee"), a signed letter in the form of this letter; and we
further agree, in the capacities stated above, to provide to any
person purchasing any of the Privately Offered Certificates from us a
notice advising such purchaser that resales of the Privately Offered
Certificates are restricted as stated herein.
(2) We understand that, in connection with any proposed resale of any
Privately Offered Certificates to an Institutional Accredited
Investor, we will be required to furnish to the Trustee and the
Depositor a certification from such transferee in the form hereof to
confirm that the proposed sale is being made pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act. We further understand that the
Privately Offered Certificates purchased by us will bear a legend to
the foregoing effect.
(3) We are acquiring the Privately Offered Certificates for investment
purposes and not with a view to, or for offer or sale in connection
with, any distribution in violation of the Securities Act. We have
such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of our investment in
the Privately Offered Certificates, and we and any account for which
we are acting are each able to bear the economic risk of such
investment.
(4) We are an Institutional Accredited Investor and we are acquiring the
Privately Offered Certificates purchased by us for our own account or
for one or more accounts (each of which is an Institutional
Accredited Investor) as to each of which we exercise sole investment
discretion.
(5) We have received such information as we deem necessary in order to
make our investment decision.
Terms used in this letter which are not otherwise defined herein
have the respective meanings assigned thereto in the Trust Agreement.
You and the Depositor are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.
Very truly yours,
__________________________________
[Purchaser]
By________________________________
Name:
Title:
EXHIBIT H
[FORM OF ERISA TRANSFER AFFIDAVIT]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
The undersigned, being first duly sworn, deposes and says as
follows:
1. The undersigned is the ______________________ of (the
"Investor"), a [corporation duly organized] and existing under the laws of
__________, on behalf of which he makes this affidavit.
2. The Investor either (x) is not an employee benefit plan subject
to Section 406 or Section 407 of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"), the Trustee of any such plan or a person acting
on behalf of any such plan nor a person using the assets of any such plan or
(2) if the Investor is an insurance company, such Investor is purchasing such
Certificates with funds contained in an "Insurance Company General Account"
(as such term is defined in Section v(e) of the Prohibited Transaction Class
Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such
Certificates are covered under PTCE 95-60; or (y) shall deliver to the Trustee
and the Depositor an opinion of counsel (a "Benefit Plan Opinion")
satisfactory to the Trustee and the Depositor, and upon which the Trustee and
the Depositor shall be entitled to rely, to the effect that the purchase or
holding of such Certificate by the Investor will not result in the assets of
the Trust Fund being deemed to be plan assets and subject to the prohibited
transaction provisions of ERISA or the Code and will not subject the Trustee
or the Depositor to any obligation in addition to those undertaken by such
entities in the Trust Agreement, which opinion of counsel shall not be an
expense of the Trustee or the Depositor.
3. The Investor hereby acknowledges that under the terms of the
Trust Agreement (the "Agreement") among American Residential Eagle, Inc., as
Depositor, and First Union National Bank, as Trustee, dated as of June 1,
1998, no transfer of the ERISA-Restricted Certificates shall be permitted to
be made to any person unless the Depositor and Trustee have received a
certificate from such transferee in the form hereof.
IN WITNESS WHEREOF, the Investor has caused this instrument to be
executed on its behalf, pursuant to proper authority, by its duly authorized
officer, duly attested, this ____ day of _______________, 199__.
_____________________________________
[Investor]
By:__________________________________
Name:
Title:
EXHIBIT I
MONTHLY REMITTANCE ADVICE
EXHIBIT J
MONTHLY ELECTRONIC DATA TRANSMISSION
EXHIBIT K
[RESERVED]
EXHIBIT L
SPECIAL SERVICING COMPENSATION AGREEMENT
EXECUTION
AMERICAN RESIDENTIAL EAGLE BOND
TRUST 1998-1
Issuer
and
FIRST UNION NATIONAL BANK,
Trustee
INDENTURE
Dated as of June 1, 1998
Relating to
AMERICAN RESIDENTIAL EAGLE
BOND TRUST 1998-1
COLLATERALIZED CALLABLE MORTGAGE BONDS
TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS.......................................................1
SECTION 1.01. General Definitions....................................1
Accountant.............................................................1
Accrual Period.........................................................1
Act....................................................................1
Advance................................................................1
Affiliate..............................................................1
Agent..................................................................2
Aggregate Loan Balance.................................................2
Aggregate Master Servicing Compensation................................2
AmREIT.................................................................2
Applied Loss Amount....................................................2
Assignments............................................................2
Authenticating Agent...................................................2
Authorized Officer.....................................................2
Bank...................................................................3
Bankruptcy Code........................................................3
Basis Risk Shortfall...................................................3
Bond Account...........................................................3
Bond Deferred Amounts..................................................3
Bond Expense Rate......................................................3
Bond Interest Rate.....................................................3
Bond Overcollateralization Amount......................................3
Bond Principal Balance.................................................4
Bond Register..........................................................4
Bonds..................................................................4
Business Day...........................................................4
Carryforward Interest..................................................4
Certificates...........................................................4
Certificate Principal Amount...........................................4
Certificate Trust Agreement............................................4
Certificate Trustee....................................................4
Certificate Trustee Fee................................................5
Class..................................................................5
Closing Date...........................................................5
Code...................................................................5
Collection Period......................................................5
Commission.............................................................5
Compensating Interest Payment..........................................5
Controlling Class......................................................5
Corporate Trust Office.................................................5
Current Interest.......................................................5
Custodial Agreements...................................................5
Custodians.............................................................5
Cut-off Date...........................................................6
Default................................................................6
Denomination...........................................................6
Deposit Date...........................................................6
Deposit Trust Agreement................................................6
Depositor..............................................................6
Distribution Account...................................................6
Distribution Date......................................................6
Distribution Date Statement............................................6
Duff & Phelps..........................................................6
Event of Default.......................................................6
Excess Mortgage Amount.................................................6
Excess Mortgage Interest...............................................7
Excess Mortgage Principal..............................................7
Expense Fee Rate.......................................................7
FDIC...................................................................7
FHLMC..................................................................7
FIRREA.................................................................7
FNMA...................................................................7
Grant..................................................................7
Highest Lawful Rate....................................................7
Holder.................................................................8
Highest Lawful Rate....................................................8
Independent............................................................8
Individual Bond........................................................8
Interest Remittance Amount.............................................8
Investor Certificate...................................................9
Issuer Order...........................................................9
Issuer.................................................................9
LIBOR..................................................................9
Management Agreement...................................................9
Management Fee.........................................................9
Master Servicer........................................................9
Master Servicing Agreement.............................................9
Master Servicing Fee...................................................9
Maturity...............................................................9
Mortgage...............................................................9
Mortgage Documents.....................................................9
Mortgage Loans........................................................10
Mortgage Note.........................................................10
Mortgage Rate.........................................................10
Mortgaged Property....................................................10
Mortgagor.............................................................10
Net Funds Cap.........................................................10
Net Liquidation Proceeds..............................................10
Net Mortgage Rate.....................................................10
Officers' Certificate.................................................10
Officer's Certificate of the Master Servicer..........................10
Opinion of Counsel....................................................11
Original Class A Principal Balance....................................11
Original Pool Principal Balance.......................................11
OTS...................................................................11
Outstanding...........................................................11
Outstanding Mortgage Loan.............................................12
Owner Trustee Fee.....................................................12
Owner Trustee.........................................................12
Payaheads.............................................................12
Paying Agent..........................................................12
Permitted Encumbrance.................................................12
Person................................................................13
Pledged Accounts......................................................13
Pool Principal Balance................................................13
Predecessor Bonds.....................................................13
Prepayment Interest Shortfall.........................................13
Prepayment Period.....................................................13
Principal Prepayment in Full..........................................13
Principal Prepayment..................................................13
Principal Remittance Amount...........................................14
Proceeding............................................................14
Prospectus Supplement.................................................14
Purchase and Sale Agreement...........................................14
Rating Agency.........................................................14
Record Date...........................................................14
Reconstituted Special Servicing Agreement.............................14
Redemption Date.......................................................14
Redemption Price......................................................15
Request for Release...................................................15
Responsible Officer...................................................15
S&P...................................................................15
SAIF..................................................................15
Sale..................................................................15
Scheduled Payment.....................................................15
Scheduled Principal Balance...........................................15
Securities Act........................................................15
Senior Enhancement Percentage.........................................15
Stated Maturity.......................................................16
Special Servicer......................................................16
Stepdown Date.........................................................16
Stepped-up Bond Balance...............................................16
Subordinate Certificate Principal Amount..............................16
Successor Master Servicer.............................................16
Targeted Overcollateralization Amount.................................16
Trust Estate..........................................................16
Trust Indenture Act...................................................17
Trustee...............................................................17
Trustee Fee...........................................................17
Trustee's Fee Rate....................................................17
Trustee Mortgage File.................................................17
Unpaid Basis Risk Shortfall...........................................17
Voting Rights.........................................................17
ARTICLE II. THE BONDS 18
SECTION 2.01. Forms Generally.......................................18
SECTION 2.02. Forms of Bonds and Certificate of Authentication......18
SECTION 2.03. Bonds Issuable in Classes; Provisions with
Respect to Principal and Interest Payments............19
SECTION 2.04. Denominations.........................................22
SECTION 2.05. Execution, Authentication, Delivery and Dating........22
SECTION 2.06. Temporary Bonds.......................................22
SECTION 2.07. Registration, Registration of Transfer and Exchange...23
SECTION 2.08. Mutilated, Destroyed, Lost or Stolen Bonds............24
SECTION 2.09. Payments of Principal and Interest; Principal and
Interest Rights Reserved..............................25
SECTION 2.10. Persons Deemed Owners.................................26
SECTION 2.11. Cancellation..........................................26
SECTION 2.12. Authentication and Delivery of Bonds..................26
SECTION 2.13. [Reserved]............................................29
SECTION 2.14. [Reserved.............................................29
SECTION 2.15. Advances by the Trustee...............................29
ARTICLE III. COVENANTS......................................................31
SECTION 3.01. Payment of Bonds......................................31
SECTION 3.02. Maintenance of Office or Agency.......................31
SECTION 3.03. Money for Bond Payments to Be Held in Trust...........31
SECTION 3.04. Corporate Existence of Trustee........................33
SECTION 3.05. Protection of Trust Estate............................34
SECTION 3.06. Opinions as to Trust Estate...........................35
SECTION 3.07. Performance of Obligations; Master Servicing
Agreement.............................................35
SECTION 3.08. Investment Company Act................................37
SECTION 3.09. Negative Covenants....................................37
SECTION 3.10. Annual Statement as to Compliance.....................38
SECTION 3.11. Recording of Assignments..............................38
SECTION 3.12. Limitation of Liability of Wilmington Trust Company...38
ARTICLE IV. SATISFACTION AND DISCHARGE......................................39
SECTION 4.01. Satisfaction and Discharge of Indenture...............39
SECTION 4.02. Application of Trust Money............................40
ARTICLE V. DEFAULTS AND REMEDIES............................................41
SECTION 5.01. Event of Default......................................41
SECTION 5.02. Acceleration of Maturity; Rescission and Annulment....42
SECTION 5.03. Collection of Indebtedness and Suits for
Enforcement by Trustee................................43
SECTION 5.04. Remedies..............................................44
SECTION 5.05. [Reserved] ...........................................45
SECTION 5.06. Trustee May File Proofs of Claim......................45
SECTION 5.07. Trustee May Enforce Claims without Possession
of Bonds..............................................45
SECTION 5.08. Application of Money Collected........................46
SECTION 5.09. Limitation on Suits...................................46
SECTION 5.10. Unconditional Rights of Bondholders to Receive
Principal and Interest................................47
SECTION 5.11. Restoration of Rights and Remedies....................47
SECTION 5.12. Rights and Remedies Cumulative........................47
SECTION 5.13. Delay or Omission Not Waiver..........................48
SECTION 5.14. Control by Bondholders................................48
SECTION 5.15. Waiver of Past Defaults...............................48
SECTION 5.16. Undertaking for Costs.................................49
SECTION 5.17. Waiver of Stay or Extension Laws......................49
SECTION 5.18. Sale of Trust Estate..................................49
SECTION 5.19. Action on Bonds.......................................51
ARTICLE VI. THE TRUSTEE.....................................................52
SECTION 6.01. Duties of Trustee.....................................52
SECTION 6.02. Notice of Default.....................................54
SECTION 6.03. Rights of Trustee.....................................54
SECTION 6.04. Not Responsible for Recitals or Issuance of Bonds.....56
SECTION 6.05. May Hold Bonds........................................56
SECTION 6.06. Money Held in Trust...................................56
SECTION 6.07. Compensation and Reimbursement........................57
SECTION 6.08. Eligibility; Disqualification.........................57
SECTION 6.09. Trustee's Capital and Surplus.........................58
SECTION 6.10. Resignation and Removal; Appointment of Successor.....58
SECTION 6.11. Acceptance of Appointment by Successor................59
SECTION 6.12. Merger, Conversion, Consolidation or Succession
to Business of Trustee................................59
SECTION 6.13. Preferential Collection of Claim Against Issuer.......60
SECTION 6.14. Co-trustees and Separate Trustees.....................60
SECTION 6.15. Authenticating Agents.................................61
SECTION 6.16. Payment of Certain Insurance Premiums.................62
SECTION 6.17. Limitation of Liability...............................63
SECTION 6.18. Trustee May Enforce Claims Without Possession
of Certificates.......................................63
SECTION 6.19. Suits for Enforcement.................................63
SECTION 6.20. Waiver of Bond Requirement............................64
SECTION 6.21. Waiver of Inventory, Accounting and
Appraisal Requirement.................................64
ARTICLE VII. BONDHOLDERS' LISTS AND REPORTS.................................65
SECTION 7.01. Issuer to Furnish Trustee Names and Addresses
of Bondholders........................................65
SECTION 7.02. Preservation of Information; Communications
to Bondholders........................................65
SECTION 7.03. Reports by Trustee....................................65
SECTION 7.04. Reports by Issuer.....................................66
SECTION 7.05. Notice to the Rating Agencies.........................66
ARTICLE VIII. ACCOUNTS, PAYMENTS OF INTEREST AND PRINCIPAL, AND RELEASES....67
SECTION 8.01. Collection of Moneys..................................67
SECTION 8.02. Distribution Account..................................67
SECTION 8.03. General Provisions Regarding Pledged Accounts.........68
SECTION 8.04. Purchases of Deleted Mortgage Loans...................69
SECTION 8.05. Grant of Replacement Mortgage Loan....................70
SECTION 8.06. Reports by Trustee to Bondholders.....................70
SECTION 8.07. Reports by Trustee....................................70
SECTION 8.08. Trust Estate; Release and Delivery of
Mortgage Documents....................................71
SECTION 8.09. Amendments to the Master Servicing Agreement..........71
SECTION 8.10. Servicers and Master Servicer as Agents and
Bailees of Trustee....................................71
SECTION 8.11. Opinion of Counsel....................................72
SECTION 8.12. Release of Mortgage Loans.............................72
ARTICLE IX. SUPPLEMENTAL INDENTURES.........................................74
SECTION 9.01. Supplemental Indentures Without Consent
of Bondholders........................................74
SECTION 9.02. Supplemental Indentures With Consent of
Bondholders...........................................75
SECTION 9.03. Execution of Supplemental Indentures..................76
SECTION 9.04. Effect of Supplemental Indentures.....................77
SECTION 9.05. Conformity with Trust Indenture Act...................77
SECTION 9.06. Reference in Bonds to Supplemental Indentures.........77
SECTION 9.07. Amendments to Deposit Trust Agreement or
Master Servicing Agreement............................77
ARTICLE X. REDEMPTION OF BONDS..............................................79
SECTION 10.01. Redemption............................................79
SECTION 10.02. Form of Redemption Notice.............................80
SECTION 10.03. Bonds Payable on Redemption Date......................80
SECTION 10.04. Retention of Bonds by Issuer..........................81
ARTICLE XI. MISCELLANEOUS...................................................82
SECTION 11.01. Compliance Certificates and Opinions..................82
SECTION 11.02. Form of Documents Delivered to Trustee................82
SECTION 11.03. Acts of Bondholders...................................83
SECTION 11.04. Notices, etc. to Trustee and Issuer...................84
SECTION 11.05. Notices and Reports to Bondholders; Waiver
of Notices............................................85
SECTION 11.06. Rules by Trustee and Agents...........................85
SECTION 11.07. Conflict with Trust Indenture Act.....................86
SECTION 11.08. Effect of Headings and Table of Contents..............86
SECTION 11.09. Successors and Assigns................................86
SECTION 11.10. Separability..........................................86
SECTION 11.11. Benefits of Indenture.................................86
SECTION 11.12. Legal Holidays........................................86
SECTION 11.13. Governing Law.........................................86
SECTION 11.14. Counterparts..........................................87
SECTION 11.15. Recording of Indenture................................87
SECTION 11.16. Issuer Obligation.....................................87
SECTION 11.17. Inspection............................................87
SECTION 11.18. Usury.................................................88
SECTION 11.19. No Petition...........................................88
TESTIMONIUM................................................................S-1
SIGNATURES AND SEALS.......................................................S-1
ACKNOWLEDGMENTS............................................................S-3
SCHEDULE A - Schedule of Mortgage Loans...................................A-1
EXHIBIT I - Form of Class A Bond
PARTIES
INDENTURE, dated as of June 1, 1998 (as amended or supplemented from
time to time as permitted hereby, the "Indenture"), between American
Residential Eagle Bond Trust 1998-1 (herein, together with its permitted
successors and assigns, called the "Issuer"), a statutory Delaware business
trust created under the Deposit Trust Agreement (as defined herein), and First
Union National Bank, a national banking association, as trustee (together with
its permitted successors in the trusts hereunder, the "Trustee").
PRELIMINARY STATEMENT
The Issuer has duly authorized the execution and delivery of this
Indenture to provide for its Collateralized Callable Mortgage Bonds, (the
"Bonds"), issuable as provided in this Indenture. All covenants and agreements
made by the Issuer herein are for the benefit and security of the Holders of
the Bonds. The Issuer is entering into this Indenture, and the Trustee is
accepting the trusts created hereby, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.
All things necessary to make this Indenture a valid agreement of the
Issuer in accordance with its terms have been done.
GRANTING CLAUSE
The Issuer hereby Grants to the Trustee, for the exclusive benefit
of the Holders of the Bonds and to First Union National Bank acting as trustee
(the "Certificate Trustee") for the benefit of holders of American Residential
Eagle Certificate Trust 1998-1, Mortgage-Backed Callable Certificates, Series
1998-1, for the benefit of the holders of such Certificates, for so long as
all of the Bonds are held by the Certificate Trustee, all of the Issuer's
right, title and interest in and to (a) the Mortgage Loans identified in
Schedule A to this Indenture, including the related Mortgage Documents, which
the Issuer has caused to be delivered to the Custodians herewith on behalf of
the Trustee, and all interest and principal received or receivable by the
Issuer on or with respect to the Mortgage Loans after the Cut-off Date and all
interest and principal payments on the Mortgage Loans received prior to the
Cut-off Date in respect of installments of interest and principal due
thereafter, but not including payments of interest and principal due and
payable on the Mortgage Loans on or before the Cut-off Date, and all other
proceeds received in respect of such Mortgage Loans, (b) the Issuer's rights
under the Mortgage Loan Purchase Agreement, the Management Agreement, the
Master Servicing Agreement, the Purchase and Sale Agreements and the Servicing
Agreements, (c) all cash, instruments or other property held or required to be
deposited in the Bond Account or the Distribution Account (exclusive of any
earnings on investments made with funds deposited in the Distribution Account
or the Bond Account), (d) property that secured a Mortgage Loan that has
become an REO property, and (e) all proceeds of the conversion, voluntary or
involuntary, of any of the foregoing into cash or other liquid assets,
including, without limitation, all Insurance Proceeds, Liquidation Proceeds
and condemnation awards. Such Grants are made, however, in trust, to secure
the Bonds equally and ratably without prejudice, priority or distinction
between any Bond and any other Bond by reason of difference in time of
issuance or otherwise, and to secure (i) the payment of all amounts due on the
Bonds in accordance with their terms, (ii) the payment of all other sums
payable under this Indenture with respect to the Bonds, and (iii) compliance
with the provisions of this Indenture, all as provided in this Indenture. All
terms used in the foregoing granting clauses that are defined in Section 1.01
are used with the meanings given in said Section.
The Trustee acknowledges such Grant, accepts the trusts hereunder in
accordance with the provisions of this Indenture and agrees to perform the
duties herein required to the best of its ability to the end that the
interests of the Holders of the Bonds may be adequately and effectively
protected.
ARTICLE I.
DEFINITIONS
SECTION 1.01. General Definitions.
Except as otherwise specified or as the context may otherwise
require, the following terms have the respective meanings set forth below for
all purposes of this Indenture, and the definitions of such terms are
applicable to the singular as well as to the plural forms of such terms and to
the masculine as well as to the feminine and neuter genders of such terms.
Whenever reference is made herein to an Event of Default or a Default known to
the Trustee or of which the Trustee has notice or knowledge, such reference
shall be construed to refer only to an Event of Default or Default of which
the Trustee is deemed to have notice or knowledge pursuant to Section 6.01(d).
Capitalized terms that are used but not defined in this Indenture and which
are defined in the Master Servicing Agreement or the Certificate Trust
Agreement have the meanings assigned to them therein. All other terms used
herein which are defined in the Trust Indenture Act (as hereinafter defined),
either directly or by reference therein, have the meanings assigned to them
therein.
"Accountant": A Person engaged in the practice of accounting who
(except when this Indenture provides that an Accountant must be Independent)
may be employed by or affiliated with the Issuer or an Affiliate of the
Issuer.
"Accrual Period": As to any Distribution Date, the period beginning
on the immediately preceding Distribution Date (or on the Closing Date in the
case of the first Accrual Period) and ending on the day immediately preceding
the related Distribution Date.
"Act": With respect to any Bondholder, as defined in Section 11.03.
"Advance": The payment of any principal or interest required to be
made by a Servicer with respect to any Distribution Date pursuant to the
related Servicing Agreement or required to be made by the Master Servicer
pursuant to Section 4 of the Master Servicing Agreement.
"Affiliate": With respect to any Person, any other Person
controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect
to any specified Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
"Agent": Any Bond Registrar, Paying Agent or Authenticating Agent.
"Aggregate Loan Balance ": The aggregate of the Scheduled Principal
Balances for all Mortgage Loans at the date of determination.
"Aggregate Master Servicing Compensation": As to any Distribution
Date, the sum of (x) the aggregate of the Master Servicing Fees payable to the
Master Servicer in respect of such Distribution Date and (y) all income and
gain realized from the investment of funds in the Bond Account during the
period from and including the Deposit Date in the calendar month immediately
preceding the month in which such Distribution Date occurs, to but excluding
the Deposit Date relating to such Distribution Date.
"AmREIT": American Residential Investment Trust, Inc., a Maryland
corporation.
"Applied Loss Amount"": With respect to any Distribution Date and
after giving effect to all Realized Losses incurred during the related
Collection Period and all distributions of principal on such date, the amount,
if any, by which the Bond Principal Balance exceeds the Pool Principal
Balance. Any such Applied Loss Amount will be allocated to (but will not
reduce) the Bond Principal Balance for the purpose of accounting for Bond
Deferred Amounts.
"Assignments": Collectively (i) the original instrument of
assignment of a Mortgage, including any interim assignments from the
originator or any other holder of any Mortgage Loan, and (ii) the original
instrument of assignment of such Mortgage, made by the Issuer to the Trustee
(which in either case may, to the extent permitted by the laws of the state in
which the related Mortgaged Property is located, be a blanket instrument of
assignment covering other Mortgages as well and which may also, to the extent
permitted by the laws of the state in which the related Mortgaged Property is
located, be an instrument of assignment running directly from the mortgagee of
record under the related Mortgage to the Trustee).
"Authenticating Agent": The Person, if any, appointed as
Authenticating Agent by the Trustee at the request of the Issuer pursuant to
Section 6.15, until any successor Authenticating Agent for the Bonds is named,
and thereafter "Authenticating Agent" shall mean such successor.
"Authorized Officer": Any officer of the Owner Trustee who is
authorized to act for the Owner Trustee in respect of the Issuer and whose
name appears on a list of such authorized officers furnished by the Owner
Trustee to the Trustee, as such list may be amended or supplemented from time
to time, and any officer of the Issuer who is authorized to act pursuant to
the Deposit Trust Agreement and whose name appears on a list furnished by the
Depositor to the Owner Trustee and the Trustee, as such list may be amended or
supplemented from time to time.
"Bank": Wilmington Trust Company, a Delaware banking corporation, in
its individual capacity and not as Owner Trustee.
"Bankruptcy Code": The United States Bankruptcy Reform Act of 1978,
as amended from time to time.
"Basis Risk Shortfall": With respect to any Distribution Date, the
amounts by which (a) the amount payable if clause (i) or (ii) of the
definition of Bond Interest Rate is used to calculate interest on the
Underlying Bond exceeds (b) the Net Funds Cap.
"Bond Account": The separate Eligible Account or Accounts created
and maintained by the Master Servicer pursuant to the Master Servicing
Agreement with a depository institution in the name of the Master Servicer for
the benefit of the Trustee on behalf of Bondholders and designated "Bond
Account in trust for the registered holders of American Residential Eagle Bond
Trust 1998-1 Collateralized Callable Mortgage Bonds."
"Bond Deferred Amounts": With respect to any Distribution Date, the
amount by which the aggregate of Applied Loss Amounts previously allocated to
the Bond Principal Balance exceeds the aggregate of amounts previously
distributed in reimbursement thereof.
"Bond Expense Rate": With respect to any Distribution Date, and as
to any Mortgage Loan, the sum of the Master Servicing Fee Rate, the Servicing
Fee Rate, the Basic Fee Rate, the Trustee's Fee Rate, and the Management Fee
(expressed as a per annum rate).
"Bond Interest Rate": A rate equal to (a) for the first Distribution
Date, 6.14% per annum, (b) (i) for each Distribution Date thereafter through
the first Distribution Date on which the Bond Principal Balance is greater
than or equal to 35% of the initial Bond Principal Balance, the least of (A) a
per annum floating rate equal to LIBOR for the related Accrual Period plus
0.48%, (B) 9.50% per annum and (C) the Net Funds Cap and (ii) for each
Distribution Date after the Distribution Date after which the Bond Principal
Balance is less than 35% of the initial Bond Principal Balance, the least of
(x) a per annum floating rate equal to LIBOR for the related Accrual Period
plus 1.90%, (y) 10.00% per annum and (z) the Net Funds Cap.
"Bond Overcollateralization Amount": With respect to any
Distribution Date, the amount, if any, by which the Aggregate Loan Balance as
of the last day of the related Collection Period exceeds the Bond Principal
Balance as of such Distribution Date (after giving effect to distributions to
be made on such Distribution Date).
"Bond Principal Balance": As of any date of determination, the
initial principal balance thereof as of the Closing Date reduced by all
payments of principal thereon prior to such date of determination.
"Bond Register" and "Bond Registrar": As defined in Section 2.07.
"Bondholder" or "Holder": The Person in whose name a Bond is
registered in the Bond Register.
"Bonds": Any bonds authorized by, and authenticated and delivered
under, this Indenture.
"Business Day": Any day other than (i) a Saturday or a Sunday, or
(ii) a day on which banking institutions in the City of New York, New York,
the State of Maryland, the State of Minnesota, the State of North Carolina, or
the city in which the Corporate Trust Office is located are authorized or
obligated by law or executive order to be closed.
"Carryforward Interest": With respect to any Distribution Date and
each Class of Bonds, the amount, if any, by which (x) the sum of (A) Current
Interest for such Class for the immediately preceding Distribution Date and
(B) any unpaid Carryforward Interest for such Class from previous Distribution
Dates exceeds (y) the amount distributed in respect of interest on such Class
on such immediately preceding Distribution Date, together with interest on
such excess at the Bond Interest Rate.
"Certificates": The Mortgage-Backed Callable Certificates, Series
1998-1, issued in separate classes pursuant to the Certificate.
"Certificate Principal Amount": As defined in the Certificate Trust
Agreement.
"Certificate Trust Agreement": The Trust Agreement, dated as of June
1, 1998, between the Depositor and First Union National Bank, as Certificate
Trustee.
"Certificate Trustee": First Union National Bank, in its capacity as
trustee under the Certificate Trust Agreement, and its successors and assigns
thereunder.
"Certificate Trustee Fee": The Trustee Fee as defined in the Trust
Agreement.
"Class": Collectively, all of the Bonds bearing the same class
designation. The Bonds issued in one Class as provided in Section 2.03.
"Closing Date": June 17, 1998.
"Code": The Internal Revenue Code of 1986, including any successor
or amendatory provisions.
"Collection Period": With respect to any Distribution Date, the
one-month period beginning on the second day of the calendar month immediately
preceding the month in which such Distribution Date occurs and ending on the
first day of the month in which such Distribution Date occurs.
"Commission": Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or if at
any time such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time under the Trust Indenture Act or similar legislation
replacing the Trust Indenture Act.
"Compensating Interest Payment": With respect to any Distribution
Date, the aggregate amount paid in respect of Prepayment Interest Shortfalls
by the Servicer and the Master Servicer on such Distribution Date.
"Controlling Class": The Class A Bonds.
"Corporate Trust Office": The principal corporate trust office of
the Trustee located at 230 South Tyron Street, 9th Floor, Charlotte, NC 28288,
or at such other address as the Trustee may designate from time to time by
notice to the Bondholders and the Issuer, or the principal corporate trust
office of any successor Trustee.
"Current Interest": With respect to any Distribution Date, the
aggregate amount of interest accrued during the related Accrual Period at the
Bond Interest Rate on the aggregate Bond Principal Balance immediately prior
to such Distribution Date.
"Custodial Agreements": The agreements between the Trustee and the
Custodians.
"Custodians": Bankers Trust Company of California, N.A. and Chase
Bank of Texas, N.A., each as custodian under a Custodial Agreement.
"Cut-off Date": With respect to the Mortgage Loans, May 1, 1998.
"Default": Any occurrence which is, or with notice or the lapse of
time or both would become, an Event of Default.
"Denomination": With respect to each Bond, the amount set forth on
the face thereof as the "Initial Principal Amount of this Bond".
"Deposit Date": With respect to each Distribution Date, the Business
Day immediately preceding such Distribution Date.
"Deposit Trust Agreement": The Deposit Trust Agreement, dated as of
June 1, 1998, between the Bank and the Depositor, creating the Issuer, as
amended or supplemented from time to time.
"Depositor": American Residential Eagle, Inc., a Delaware
corporation.
"Distribution Account": The separate Eligible Account created and
maintained by the Trustee pursuant to Section 8.02 in the name of the Trustee
for the benefit of the Bondholders and designated "First Union National Bank
in trust for registered holders of American Residential Eagle Bond Trust
1998-1, Collateralized Callable Mortgage Bonds." Funds in the Distribution
Account shall be held in trust for the Bondholders for the uses and purposes
set forth in this Indenture.
"Distribution Date": With respect to the Bonds, the 25th day of each
calendar month or, if such 25th day is not a Business Day, the next succeeding
Business Day, commencing in June 1998.
"Distribution Date Statement": The meaning specified in Section 3(i)
of the Master Servicing Agreement.
"Duff & Phelps": Duff & Phelps Credit Rating Company. For purposes
of Section 11.04, the address for notices to Duff & Phelps shall be Duff &
Phelps Credit Rating Company, 55 East Monroe Street, 38th Floor, Chicago,
Illinois 60603, Attention: Residential Mortgage-Backed Securities.
"Event of Default": The meaning specified in Section 5.01.
"Excess Mortgage Amount": With respect to any Distribution Date, the
sum of Excess Mortgage Interest and Excess Mortgage Principal for such
Distribution Date.
"Excess Mortgage Interest": As to any Distribution Date, the excess
of (i) the Interest Remittance Amount, over (ii) the sum of the amounts set
forth in Section 2.03(b)(i)(A)-(D).
"Excess Mortgage Principal": With respect to any Distribution Date,
the amount, if any, by which the Principal Remittance Amount exceeds the
amount necessary to repay the Bond Principal Balance in an amount necessary to
cause the Bond Overcollateralization Amount to equal the Targeted
Overcollateralization Amount.
"Expense Fee Rate": With respect to any Distribution Date, the sum
of the Bond Expense Rate and the Certificate Trustee's Fee Rate.
"FDIC": The Federal Deposit Insurance Corporation, or any successor
thereto.
"FHLMC": The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of
the Emergency Home Finance Act of 1970, as amended, or any successor thereto.
"FIRREA": The Financial Institutions Reform, Recovery and
Enforcement Act of 1989.
"FNMA": The Federal National Mortgage Association, a federally
chartered and privately owned corporation organized and existing under the
Federal National Mortgage Association Charter Act, or any successor thereto.
"Grant": To grant, bargain, sell, warrant, alienate, remise,
release, convey, assign, transfer, mortgage, pledge, create and grant a
security interest in, deposit, set-over and confirm. A Grant of a Mortgage
Loan and related Mortgage Documents, a Permitted Investment, the Master
Servicing Agreement, an Insurance Policy, or any other instrument shall
include all rights, powers and options (but none of the obligations) of the
Granting party thereunder, including, without limitation, the immediate and
continuing right to claim for, collect, receive and give receipts for
principal and interest payments thereunder, insurance proceeds, condemnation
awards, purchase prices and all other moneys payable thereunder and all
proceeds thereof, to give and receive notices and other communications, to
make waivers or other agreements, to exercise all rights and options, to bring
Proceedings in the name of the Granting party or otherwise, and generally to
do and receive anything which the Granting party is or may be entitled to do
or receive thereunder or with respect thereto.
"Highest Lawful Rate": The meaning specified in Section 11.18.
"Holder": The holder of Bonds issued pursuant to this Indenture.
"Indenture" or "this Indenture": This instrument as originally
executed and, if from time to time supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof, as so supplemented or amended. All references in this
instrument to designated "Articles", "Sections", "Subsections" and other
subdivisions are to the designated Articles, Sections, Subsections and other
subdivisions of this instrument as originally executed. The words "herein",
"hereof" and "hereunder" and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section, Subsection or
other subdivision.
"Independent": When used with respect to any specified Person means
such a Person who (i) is in fact independent of the Issuer and any other
obligor upon the Bonds, (ii) does not have any direct financial interest or
any material indirect financial interest in the Issuer or in any such other
obligor or in an Affiliate of the Issuer or such other obligor and (iii) is
not connected with the Issuer or any such other obligor as an officer,
employee, promoter, underwriter, trustee, partner, director or person
performing similar functions. Whenever it is herein provided that any
Independent Person's opinion or certificate shall be furnished to the Trustee,
such Person shall be appointed by an Issuer Order and with the approval of the
Trustee, which approval shall not be unreasonably withheld, and such opinion
or certificate shall state that the signer has read this definition and that
the signer is Independent within the meaning hereof.
"Individual Bond": A Bond of an original principal amount of $1,000;
a Bond of an original principal amount in excess of $1,000 shall be deemed to
be a number of Individual Bonds equal to the quotient obtained by dividing
such original principal amount by $1,000.
"Interest Remittance Amount": With respect to any Distribution Date,
the sum of (i) all interest collected (other than Payaheads) or advanced in
respect of Scheduled Payments on the Mortgage Loans, including any prepayment
premiums or penalties, during the related Collection Period (less (x) expenses
calculated at the Expense Fee Rate and (y) unreimbursed Advances and other
amounts due to the Servicers, the Master Servicer or the Trustee on a
loan-by-loan basis, to the extent allocable to interest), (ii) any
Compensating Interest payment made by any Servicer or Master Servicer with
respect to the related Prepayment Period, (iii) the portion of any
Substitution Amount paid during the related Prepayment Period allocable to
interest and (iv) all Net Liquidation Proceeds, insurance proceeds and other
recoveries collected during the related Prepayment Period, to the extent
allocable to interest, as reduced in each case by unreimbursed Advances and
other amounts due the Servicers, the Master Servicer or the Trustee on a
loan-by-loan basis, to the extent allocable to interest.
"Investor Certificate": The certificate(s) issued under the Deposit
Trust Agreement.
"Issuer Order" and "Issuer Request": A written order or request that
is dated and signed in the name of the Issuer by an Authorized Officer and
delivered to the Trustee.
"Issuer": American Residential Eagle Bond Trust 1998-1 formed
pursuant to the Deposit Trust Agreement.
"LIBOR": A rate, per annum, determined by the Master Servicer as
provided in the Master Servicing Agreement.
"Management Agreement": The Management Agreement dated as of June 1,
1998 between the Issuer and AmREIT, as manager.
"Management Fee": The compensation payable to AmREIT under the
Management Agreement of $1,000 per month.
"Master Servicer": Norwest Bank Minnesota, National Association, as
Master Servicer under the Master Servicing Agreement, and its permitted
successors and assigns thereunder.
"Master Servicing Agreement": The master servicing agreement dated
as of June 1, 1998, among the Issuer, the Trustee and the Master Servicer, as
such agreement may be amended or supplemented from time to time as permitted
thereby.
"Master Servicing Fee": As to any Distribution Date, the amount
specified in the Master Servicing Agreement as such.
"Maturity": With respect to any Bond, the date on which the entire
unpaid principal amount of such Bond becomes due and payable as therein or
herein provided, whether at the Stated Maturity of the final installment of
such principal or by declaration of acceleration, call for redemption or
otherwise.
"Mortgage": The mortgage, deed of trust or other instrument creating
a first lien on an estate in fee simple or leasehold interest in real property
securing a Mortgage Note.
"Mortgage Documents": With respect to each Mortgage Loan, the
mortgage documents listed in the applicable Custodial Agreement pertaining to
such Mortgage Loan and any additional documents delivered to a Custodian to be
added to the Mortgage Documents pursuant to the Master Servicing Agreement or
the related Servicing Agreement.
"Mortgage Loans": Such of the mortgage loans Granted to the Trustee
pursuant to the provisions hereof as from time to time are held as a part of
the Trust Estate (including any REO Property), the mortgage loans so held
being identified in the Schedule of Mortgage Loans, notwithstanding
foreclosure or other acquisition of title of the related Mortgaged Property.
"Mortgage Note": The original executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.
"Mortgage Rate": The annual rate of interest borne by a Mortgage
Note from time to time.
"Mortgaged Property": The underlying property securing a Mortgage
Loan.
"Mortgagor": The obligor(s) on a Mortgage Note.
"Net Funds Cap": As to any Distribution Date, an amount equal to the
weighted average of the Net Mortgage Rates of the Mortgage Loans as of the
first day of the calendar month preceding the month of such Distribution Date.
"Net Liquidation Proceeds": All amounts, net of unreimbursed
expenses incurred in connection with liquidation or foreclosure and
unreimbursed Advances, if any, received and retained in connection with the
liquidation of defaulted Mortgage Loans, by foreclosure or otherwise, together
with any net proceeds received on a monthly basis with respect to any
properties acquired on behalf of Bondholders by foreclosure or deed in lieu of
foreclosure.
"Net Mortgage Rate": With respect to any Mortgage Loan, the Mortgage
Rate thereof, minus the related Expense Fee Rate.
"Officers' Certificate": A certificate signed by two Authorized
Officers.
"Officer's Certificate of the Master Servicer": A certificate (i)
signed by any of the Chairman of the Board, the Vice Chairman of the Board,
the President, a Managing Director, a Vice President (however denominated), an
Assistant Vice President, the Treasurer, the Secretary, or one of the
Assistant Treasurers or Assistant Secretaries of the Master Servicer, or (ii)
if provided for herein, signed by a Servicing Officer, as the case may be, and
delivered to the Trustee, as required hereby.
"Opinion of Counsel": A written opinion of counsel who may, except
as otherwise expressly provided in this Indenture, be counsel for the Issuer.
"Original Class A Principal Balance": $456,822,000.
"Original Pool Principal Balance": The Pool Principal Balance as of
the Cut-off Date.
"OTS": The Office of Thrift Supervision.
"Outstanding": As of the date of determination, all Bonds
theretofore authenticated and delivered under this Indenture except:
(i) Bonds theretofore cancelled by the Bond Registrar or
delivered to the Bond Registrar for cancellation;
(ii) Bonds or portions thereof for whose payment or redemption
money in the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent (other than the Issuer) in trust for the
Holders of such Bonds; provided, however, that if such Bonds are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor, satisfactory to the Trustee, has been
made;
(iii) Bonds in exchange for or in lieu of which other Bonds
have been authenticated and delivered pursuant to this Indenture unless
proof satisfactory to the Trustee is presented that any such Bonds are
held by a bona fide purchaser (as defined by the Uniform Commercial Code
of the applicable jurisdiction); and
(iv) Bonds alleged to have been destroyed, lost or stolen for
which replacement Bonds have been issued as provided for in Section 2.08;
provided, however, that in determining whether the Holders of the requisite
percentage of the aggregate Principal Amount of the Outstanding Bonds have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, Bonds owned by the Issuer, any other obligor upon the Bonds or any
Affiliate of the Issuer or such other obligor shall be disregarded and deemed
not to be Outstanding, except that, in determining whether the Trustee shall
be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Bonds which the Trustee knows to be
so owned shall be so disregarded. Bonds so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Bonds and that the pledgee is not the Issuer, any other obligor upon the Bonds
or any Affiliate of the Issuer or such other obligor.
"Outstanding Mortgage Loan": As of any date of determination, a
Mortgage Loan with a Scheduled Principal Balance greater than zero which was
not the subject of a principal prepayment in full prior to such date and which
did not become a Liquidated Mortgage Loan prior to such due date.
"Owner Trustee Fee": The initial fee and annual administration fee
payable to the Owner Trustee pursuant to a Fee Agreement between the Bank and
the Depositor dated as of June 1, 1998.
"Owner Trustee": Wilmington Trust Company, a Delaware banking
corporation, not in its individual capacity but solely as Owner Trustee under
the Deposit Trust Agreement, until a successor Person shall have become the
Owner Trustee pursuant to the applicable provisions of the Deposit Trust
Agreement, and thereafter "Owner Trustee" shall mean such successor Person.
"Payaheads": Any Scheduled Payments intended by the related borrower
of a Mortgage Loan to be applied in a Collection Period subsequent to the
Collection Period in which such payment was received.
"Paying Agent": The Trustee or any other depository institution or
trust company that is authorized by the Issuer pursuant to Section 3.03 to pay
the principal of, or interest on, any Bonds on behalf of the Issuer.
"Permitted Encumbrance": Any lien, charge, security interest,
mortgage or other encumbrance Granted by the Issuer in the Trust Estate,
provided that:
(i) such lien, charge, security interest, mortgage or
encumbrance extends only to a portion of the Trust Estate which is
limited to cash deliverable or payable to the Issuer pursuant to Section
8.01 or Section 8.02(d);
(ii) such lien, charge, security interest, mortgage or other
encumbrance secures indebtedness which the Issuer is permitted to incur
under the terms of this Indenture; and
(iii) the beneficiary of such lien, charge, security interest,
mortgage or other encumbrance has agreed that in connection with the
enforcement thereof it will not bring any Proceeding seeking, or which
would result in, the sale of any portion of the Trust Estate and will not
file any petition for the commencement of insolvency proceedings with
respect to the Issuer under the federal bankruptcy laws, as now or
hereafter in effect, or any other present or future federal or state
bankruptcy, insolvency or similar law, or for the appointment of any
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Issuer or of any of its property, or seeking an
order for the winding up or liquidation of the affairs of the Issuer.
"Person": Any individual, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political
subdivision thereof.
"Pledged Accounts": The Bond Account and the Distribution Account
(exclusive of any earnings on investments made with funds deposited in the
Distribution Account or the Bond Account).
"Pool Principal Balance": As of any date of determination, the
aggregate outstanding principal balance of the Mortgage Loans.
"Predecessor Bonds": With respect to any particular Bond of a Class,
every previous Bond of that Class evidencing all or a portion of the same debt
as that evidenced by such particular Bond; and, for the purpose of this
definition, any Bond authenticated and delivered under Section 2.08 in lieu of
a lost, destroyed or stolen Bond shall be deemed to evidence the same debt as
the lost, destroyed or stolen Bond.
"Prepayment Interest Shortfall ": With respect to any full or
partial Principal Prepayment of a Mortgage Loan, the difference between (i)
one full month's interest at the applicable Mortgage Rate (giving effect to
any applicable Relief Act Reduction), as reduced by the Master Servicing Fee
Rate and the applicable Servicing Fee Rate, on the outstanding principal
balance of such Mortgage Loan immediately prior to such prepayment and (ii)
the amount of interest actually received with respect to such Mortgage Loan in
connection with such Principal Prepayment.
"Prepayment Period": The one-month period beginning on the Cut-Off
Date, in the case of the first Distribution Date, and on the second day of the
calendar month immediately preceding the month in which the related
Distribution Date occurs, in the case of each subsequent Distribution Date,
and ending on the first day of the month in which the Distribution Date
occurs.
"Principal Distribution Amount": As to any Distribution Date the sum
of distributions of principal made on the Class A Bonds pursuant to Sections
2.03 (b)(ii), (iii) and (iv) (if any) hereof.
"Principal Prepayment in Full": Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.
"Principal Prepayment": Any payment of principal by a Mortgagor on a
Mortgage Loan that is received in advance of its scheduled Due Date and is not
accompanied by an amount representing scheduled interest due on any date or
dates in any month or months subsequent to the month of prepayment.
"Principal Remittance Amount": With respect to any Distribution
Date, the sum of (i) all principal collected (other than Payaheads) or
advanced in respect of Scheduled Payments on the Mortgage Loans during the
related Collection Period (less unreimbursed Advances and other amounts due to
the Master Servicer, the Servicers, the Owner Trustee, the Certificate Trustee
or the Trustee, to the extent allocable to principal), (ii) the outstanding
principal balance of each of the Mortgage Loans that was purchased from the
Trust Estate during the related Prepayment Period, (iii) the portion of any
Substitution Amount paid during the related Prepayment Period allocable to
principal, and (iv) all Net Liquidation Proceeds, Insurance Proceeds and other
recoveries collected during the related Prepayment Period, to the extent
allocable to principal, as reduced in each case by unreimbursed Advances and
other amounts due to the Master Servicer, the Servicers, the Owner Trustee,
the Certificate Trustee or the Trustee on a loan-by-loan basis, to the extent
allocable to principal.
"Proceeding": Any suit in equity, action at law or other judicial or
administrative proceeding.
"Prospectus Supplement": The Prospectus Supplement dated June 15,
1998 relating to the Bonds and the Certificates.
"Purchase and Sale Agreement": A purchase and sale agreement between
AmREIT and any originator as seller of Mortgage Loans, a list of which appears
in Schedule VII to the Master Servicing Agreement.
"Rating Agency": Each of S&P and Duff & Phelps. If either such
organization or a successor is no longer in existence, "Rating Agency" shall
be such nationally recognized statistical rating organization, or other
comparable Person, as is designated by the Issuer, notice of which designation
shall be given to the Trustee. References herein to a given rating or rating
category of a Rating Agency shall mean such rating category without giving
effect to any modifiers.
"Record Date": With respect to any Distribution Date, the date on
which the Persons entitled to receive any payment of principal of, or interest
on, any Bonds (or notice of a payment in full of principal) due and payable on
such Distribution Date are determined; such date shall be the last day of the
month preceding the month of such Distribution Date.
"Reconstituted Special Servicing Agreement": The Reconstituted
Special Servicing Agreement (including Special Servicing Compensation
Agreement) among Lehman Capital, A Division of Lehman Brothers Holding Inc.,
AmREIT and the Special Servicer.
"Redemption Date": Any Distribution Date on which Bonds are to be
redeemed in full.
"Redemption Price": With respect to the Bonds to be redeemed, an
amount equal to 100% of the Bond Principal Balance, together with all unpaid
interest accrued thereon at the Bond Interest Rate and any unpaid Carryforward
Interest.
"Request for Release": The Request for Release submitted by a
Servicer to the applicable Custodian, substantially in the form attached as an
exhibit to the related Custodial Agreement.
"Responsible Officer": With respect to the Trustee, any officer in
the corporate trust department or similar group of the Trustee and also, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his or her knowledge of and familiarity with the
particular subject.
"S&P": Standard & Poor's Ratings Group, a division of McGraw-Hill
Inc. For purposes of Section 11.04, the address for notices to S&P shall be
Standard & Poor's Ratings Group, 26 Broadway, 15th Floor, New York, New York
10004, Attention: Mortgage Surveillance Monitoring, or such other address as
S&P may hereafter furnish to the Issuer and the Master Servicer.
"SAIF": The Savings Association Insurance Fund, or any successor
thereto.
"Sale": The meaning specified in Section 5.18(a).
"Scheduled Payment": The scheduled monthly payment on a Mortgage
Loan due on any Due Date allocable to principal and/or interest on such
Mortgage Loan which, unless otherwise specified in the Master Servicing
Agreement, shall give effect to any related Debt Service Reduction and any
Deficient Valuation that affects the amount of the monthly payment due on such
Mortgage Loan.
"Scheduled Principal Balance": With respect to any Mortgage Loans as
of any date of determination an amount equal to its outstanding principal
balance as of the Cut-off Date, after giving effect to Scheduled Payments due
on or before such date, whether or not received, reduced by (i) the principal
portion of all Scheduled Payments due on or before the due date in the
Collection Period immediately preceding such date of determination, whether or
not received, and (ii) all amounts allocable to unscheduled principal payments
received on or before the last day of the Collection period immediately
preceding such date of determination.
"Securities Act": The Securities Act of 1933, as amended.
"Senior Enhancement Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the sum
of the aggregate Subordinate Certificate Principal Amount and the Bond
Overcollateralization Amount, in each case after giving effect to
distributions on such Distribution Date, and the denominator of which is the
Stepped-up Bond Balance as of the last day of the related Collection Period.
"Stated Maturity": With respect to any and all Bonds, May 25, 2028.
"Special Servicer": Ocwen Federal Bank FSB, a federal savings bank.
"Stepdown Date": The later to occur of (x) the Distribution Date in
June 2001 and (y) the first Distribution Date on which the Senior Enhancement
Percentage (calculated for this purpose after giving effect to payments or
other recoveries in respect of the Mortgage Loans during the related
Collection Period but before giving effect to distributions on the Bonds on
such Distribution Date) is greater than or equal to 37.58%.
"Stepped-up Bond Balance": With respect to any Distribution Date,
the sum of the Bond Principal Balance after all distributions in respect
thereof have been made on such Distribution Date and the Bond
Overcollateralization Amount as of such Distribution Date.
"Subordinate Certificate Principal Amount": As to any Distribution
Date the aggregate Certificate Principal Amount of the Class M-1, Class M-2
and Class B Certificates issued pursuant to the Certificate Trust Agreement.
"Successor Master Servicer": A Person appointed by the Trustee who
succeeds either the Trustee or the Master Servicer, pursuant to the applicable
provisions of the Master Servicing Agreement.
"Targeted Overcollateralization Amount": With respect to any
Distribution Date will be equal to (x) prior to the Stepdown Date, the product
of 1.35% and the Original Pool Principal Balance and (y) on and after the
Stepdown Date, the greater of (i) the product of 2.70% and the Pool Principal
Balance, as of the last day of the related Collection Period and (ii)
$2,315,379.
"Trust Estate": All money, instruments and other property subject or
intended to be subject to the lien of this Indenture for the benefit of the
Bondholders as of any particular time (including, without limitation, all
property and interests Granted to the Trustee), including all proceeds
thereof.
"Trust Indenture Act" or "TIA": The Trust Indenture Act of 1939, as
amended, as in force at the Closing Date, unless otherwise specifically
provided.
"Trustee": First Union National Bank, a national banking
association, and any Person succeeding as Trustee hereunder pursuant to
Section 6.12 or any other applicable provision hereof.
"Trustee Fee": As to any Distribution Date, an amount equal to the
product of the Trustee's Fee Rate and the Aggregate Loan Balance as of the
first day of the related Collection Period.
"Trustee's Fee Rate": With respect to any Mortgage Loan, a per annum
rate equal to 0.00075%.
"Trustee Mortgage File": With respect to each Mortgage Loan, the
original documents and instruments relating thereto to be retained in the
custody and possession of the Custodian, as set forth and enumerated in the
Master Servicing Agreement.
"Unpaid Basis Risk Shortfall": With respect to any Distribution
Date, the aggregate of all Basis Risk Shortfalls for all previous Distribution
Dates, together with interest thereon at the Bond Interest Rate, less all
payments made to the holders of the Bonds in respect of Basis Risk Shortfalls
on or prior to such Distribution Date.
"Voting Rights": With respect to all of the provisions of this
Indenture requiring the consent, vote, resolution or similar action of the
Bondholders, the voting rights represented by each Bond as against the other
Bondholders, which voting rights shall be in the proportion borne by the
Principal Amount of such Bond to the aggregate Principal Amounts of the Bonds.
ARTICLE II.
THE BONDS
SECTION 2.01. Forms Generally.
The Bonds and the Trustee's certificate of authentication shall be
in substantially the form required by this Article II, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange on which the
Bonds may be listed, or as may, consistently herewith, be determined by the
officers executing such Bonds, as evidenced by their execution thereof. Any
portion of the text of any Bond may be set forth on the reverse thereof with
an appropriate reference on the face of the Bond.
The definitive Bonds may be produced in any manner determined by the
officers executing such Bonds, as evidenced by their execution thereof;
provided, however, that in the event the Bonds are listed on any securities
exchange, the Bonds shall be produced in accordance with the rules of any
securities exchange on which the Bonds may be listed.
SECTION 2.02. Forms of Bonds and Certificate of Authentication.
(a) The form of Bond is attached hereto as Exhibit II.
(b) The form of the Trustee's certificate of authentication is as
follows:
"This is one of the Bonds referred to in the within-mentioned
Indenture.
_________
as Trustee
By:___________________________________
Authorized Signatory"
(c) The form of assignment is as follows:
"FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ______________________________________________________________.
_______________________________
(Please insert Social Security or other
Identifying Number of Assignee)
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or type name and address of Assignee)
the within Bond of American Residential Eagle Bond Trust 1998-1, and does
hereby irrevocably constitute and appoint ______________________________
Attorney to transfer such Bond on the books of the within named trust, with
full power of substitution in the premises.
Dated:________________________________________________________________________
______________________________________
Notice: The signature to this
assignment must correspond with the
name as written upon the face of this
Bond in every particular without
alteration or enlargement or any
change whatever. The signature must be
guaranteed by a member of a signature
guaranty medallion program. Notarized
or witnessed signatures are not
acceptable."
SECTION 2.03. Bonds Issuable in Classes; Provisions with Respect to
Principal and Interest Payments.
(a) General.
The Bonds shall be designated generally as the American Residential
Eagle Bond Trust 1998-1, "Collateralized Callable Mortgage Bonds" of the
Issuer. Each Bond shall bear upon the face thereof the designation so selected
for the Class to which it belongs.
The Bonds shall be issued in a single Class, and shall be
denominated as the "Class A Bonds." The aggregate principal amount of Bonds
that may be authenticated and delivered under this Indenture is limited to
$456,822,000, except for Bonds authenticated and delivered upon registration
of, transfer of or in exchange for, or in lieu of Bonds pursuant to Sections
2.06, 2.07 and 2.08 hereof.
All of the Bonds shall be issued in the appropriate forms attached
as Exhibits hereto with such additions and completions as are appropriate for
each such Class.
The final installments of principal of the Classes of Bonds shall be
payable at the Stated Maturity. The principal of each Bond shall be payable in
installments ending no later than the Stated Maturity of the final installment
of the principal thereof unless the unpaid principal of such Bond becomes due
and payable at an earlier date by declaration of acceleration or call for
redemption or otherwise. For each Distribution Date prior to the Stated
Maturity, the aggregate amount of each installment of principal due and
payable on each Class of Bonds shall be equal to such Class's pro rata share
of principal distributable pursuant to Section 2.03 (b)(ii), (iii) and (iv)
(if any) for such Distribution Date.
(b) Payments of Principal of and Interest on the Bonds.
(i) On each Distribution Date, the Trustee shall distribute the
Interest Remittance Amount for such date in the following order of
priority:
(A) to the Certificate Trustee, the Owner Trustee and the
Trustee hereunder, as applicable, the Certificate Trustee Fee, the
Owner Trustee Fee (but only to the extent that such initial or
annual administrative fee has not been fully paid on a prior
Distribution Date) and the Trustee Fee, respectively;
(B) to the Master Servicer, to reimburse the Master Servicer
for expenses incurred and reimbursable pursuant to Section 3(b)(ii)
and Section 6(e) of the Master Servicing Agreement up to an amount
not to exceed $150,000 per annum in any calendar year, and to the
Trustee, to pay any indemnified amounts due to it pursuant to
Section 6.07 hereof up to an amount not to exceed $150,000 per annum
in any calendar year;
(C) to the Manager, the Management Fee; and
(D) to the Class A Bonds, Current Interest for such Class and
such Distribution Date, any Carryforward Interest for such Class and
such Distribution Date and any Basis Risk Shortfall and any Unpaid
Basis Risk Shortfall for such Class and such Distribution Date;
(ii) On each Distribution Date, the Trustee shall distribute
the Principal Remittance Amount for such date to the Class A Bonds, in an
amount up to the lesser of (A) the amount necessary to cause the Bond
Overcollateralization Amount to equal the Targeted Overcollateralization
Amount and (B) the amount necessary to reduce the Bond Principal Balance
to zero;
(iii) On each Distribution Date, the Trustee shall distribute
the Excess Mortgage Amount, if any, in the following order of priority,
to the payment of the following amounts for such Distribution Date to the
extent that any such amounts remain unpaid after the applications of the
Interest Remittance Amount pursuant to Subsections (b)(i)(A) through (D)
of this Section 2.03 and the Principal Remittance Amount pursuant to
Subsection (b)(ii) of this Section 2.03:
(A) the amount set forth in subsection (b)(i)(D) of this
Section 2.03;
(B) any amount necessary to cause the Bond
Overcollateralization Amount to equal the Targeted
Overcollateralization Amount on such Distribution Date;
(C) any Bond Deferred Amounts for such Distribution Date;
(D) the incentive fee compensation payable to the Special
Servicer pursuant to the Reconstituted Special Servicing Agreement
on such Distribution Date;
(E) (i) reimbursement to the Master Servicer for expenses
incurred and reimbursable to it pursuant to Section 3(b)(ii) and
Section 6(e) of the Master Servicing Agreement to the extent such
expenses have not been reimbursed pursuant to subsection (b)(i)(c)
of this Section 2.03; (ii) payment to the Trustee of any indemnified
amounts due to it pursuant to Section 6.07 hereof to the extent such
amounts have not been paid pursuant to subsection (b)(i)(c) of this
Section 2.03; (iii) reimbursement to the Owner Trustee for all
reasonable expenses incurred by it pursuant to Section 6.06(b) or
Section 6.06(c) of the Deposit Trust Agreement, but only to the
extent the that Issuer or the Depositor shall have failed to
reimburse the Owner Trustee for such reasonable expenses; and (iv)
payment to the Manager of any amounts due and owing to the Manager
under the Management Agreement other than the Management Fee; and
(F) any remaining Excess Mortgage Amount, to the holder of the
Investor Certificate; and
(iv) In addition to the payments of principal on the Class A
Bonds distributable pursuant to Subsection (b)(ii) and (b)(iii) of this
Section 2.03, on any Distribution Date there shall be due and payable on
the Class A Bonds an amount of principal equal to the excess of (a) the
Bond Principal Balance (after deducting the amounts distributable under
Subsection (b)(ii) and (iii) on such Distribution Date) over (B) the
Aggregate Loan Balance as of the last day of the Collection Period for
such Distribution Date.
SECTION 2.04. Denominations.
Each Class of Bonds shall be evidenced initially by a single Bond
representing the entire aggregate Bond Principal Balance of such Class of
Bonds as of the Closing Date.
SECTION 2.05. Execution, Authentication, Delivery and Dating.
The Bonds shall be executed by an Authorized Officer in the name and
on behalf of the Issuer. The signature of such officer on the Bonds may be
manual or facsimile.
Bonds bearing the manual or facsimile signature of an individual who
was at any time an Authorized Officer shall bind the Issuer, notwithstanding
that such individual has ceased to hold such office prior to the
authentication and delivery of such Bonds or did not hold such office at the
date of such Bonds.
At any time and from time to time after the execution and delivery
of this Indenture, the Issuer may deliver Bonds executed on behalf of the
Issuer to the Trustee for authentication; and the Trustee shall authenticate
and deliver such Bonds as in this Indenture provided and not otherwise.
Each Bond authenticated on the Closing Date shall be dated the
Closing Date. All other Bonds which are authenticated after the Closing Date
for any other purpose hereunder shall be dated the date of their
authentication.
No Bond shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Bond a
certificate of authentication substantially in the form provided for herein
executed by the Trustee or by any Authenticating Agent by the manual signature
of one of its authorized officers or employees, and such certificate upon any
Bond shall be conclusive evidence, and the only evidence, that such Bond has
been duly authenticated and delivered hereunder.
SECTION 2.06. Temporary Bonds.
The Bonds may be typewritten or in any other form acceptable to the
Issuer and the Trustee.
The Issuer may execute, and upon Issuer Order the Trustee shall
authenticate and deliver, temporary Bonds which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Bonds in lieu of
which they may be so issued and with such variations as the officers executing
such Bonds may determine, as evidenced by their execution of such Bonds.
If temporary Bonds are issued, the Issuer will cause definitive
Bonds to be prepared without unreasonable delay. After the preparation of
definitive Bonds, the temporary Bonds shall be exchangeable for definitive
Bonds upon surrender of the temporary Bonds at the office or agency of the
Issuer to be maintained as provided in Section 3.02, without charge to the
Holder. Upon surrender or cancellation of any one or more temporary Bonds, the
Issuer shall execute and the Trustee shall authenticate and deliver and
exchange therefor a like principal amount of definitive Bonds of the same
Class and of authorized denominations. Until so exchanged, the temporary Bonds
shall in all respects be entitled to the same benefits under this Indenture as
Definitive Bonds of the same Class.
SECTION 2.07. Registration, Registration of Transfer and Exchange.
The Issuer shall cause to be kept a register (the "Bond Register")
in which, subject to such reasonable regulations as it may prescribe, the
Issuer shall provide for the registration of Bonds and the registration of
transfers of Bonds. The Trustee is hereby initially appointed "Bond Registrar"
for the purpose of registering Bonds and transfers of Bonds as herein
provided. Upon any resignation of any Bond Registrar appointed by the Issuer,
the Issuer shall promptly appoint a successor or, in the absence of such
appointment, shall assume the duties of Bond Registrar.
At any time the Trustee is not also the Bond Registrar, the Trustee
shall be a co-Bond Registrar. The Issuer shall cause each co-Bond Registrar to
furnish the Bond Registrar, promptly after each authentication of a Bond by
it, appropriate information with respect thereto for entry by the Bond
Registrar into the Bond Register. If the Trustee shall at any time not be
authorized to keep and maintain the Bond Register, the Trustee shall have the
right to inspect such Bond Register at all reasonable times and to rely
conclusively upon a certificate of the Person in charge of the Bond Register
as to the names and addresses of the Holders of the Bonds and the principal
amounts and numbers of such Bonds so held.
Upon surrender for registration of transfer of any Bond at the
office or agency of the Issuer to be maintained as provided in Section 3.02,
the Issuer shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Bonds of
any authorized denominations and of a like aggregate principal amount and
Class.
At the option of the Holder, Bonds may be exchanged for other Bonds
of any authorized denominations, and of a like aggregate initial principal
amount and Class, upon surrender of the Bonds to be exchanged at such office
or agency. Whenever any Bonds are so surrendered for exchange, the Issuer
shall execute, and the Trustee shall authenticate and deliver, the Bonds which
the Bondholder making the exchange is entitled to receive.
All Bonds issued upon any registration of transfer or exchange of
Bonds shall be the valid obligations of the Issuer, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Bonds
surrendered upon such registration of transfer or exchange.
Every Bond presented or surrendered for registration of transfer or
exchange shall be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Trustee duly executed by the Holder
thereof or his attorney duly authorized in writing.
No service charge shall be made for any registration of transfer or
exchange of Bonds, but the Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge as may be imposed in connection
with any registration of transfer or exchange of Bonds, other than exchanges
pursuant to Section 2.08 not involving any transfer.
SECTION 2.08. Mutilated, Destroyed, Lost or Stolen Bonds.
If (1) any mutilated Bond is surrendered to the Trustee or the
Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Bond and (2) there is delivered to the Trustee such security or
indemnity as may be required by the Trustee to hold the Issuer and the Trustee
harmless, then, in the absence of notice to the Issuer or the Trustee that
such Bond has been acquired by a bona fide purchaser, the Issuer shall execute
and upon its request the Trustee shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a new
Bond or Bonds of the same tenor, aggregate initial principal amount and Class
bearing a number not contemporaneously outstanding. If, after the delivery of
such new Bond, a bona fide purchaser of the original Bond in lieu of which
such new Bond was issued presents for payment such original Bond, the Issuer
and the Trustee shall be entitled to recover such new Bond from the person to
whom it was delivered or any person taking therefrom, except a bona fide
purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expenses incurred
by the Issuer or the Trustee in connection therewith. If any such mutilated,
destroyed, lost or stolen Bond shall have become or shall be about to become
due and payable, or shall have become subject to redemption in full, instead
of issuing a new Bond, the Issuer may pay such Bond without surrender thereof,
except that any mutilated Bond shall be surrendered.
Upon the issuance of any new Bond under this Section, the Issuer may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other reasonable
expenses (including the fees and expenses of the Trustee) connected therewith.
Every new Bond issued pursuant to this Section in lieu of any
destroyed, lost or stolen Bond shall constitute an original additional
contractual obligation of the Issuer, whether or not the destroyed, lost or
stolen Bond shall be at any time enforceable by anyone, and shall be entitled
to all the benefits of this Indenture equally and proportionately with any and
all other Bonds duly issued hereunder.
The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Bonds.
SECTION 2.09. Payments of Principal and Interest; Principal and Interest
Rights Reserved.
(a) The Bonds of each Class shall bear interest for each Accrual
Period at the Bond Interest Rate for the Bonds of such Class, which interest
shall be due and payable on each Distribution Date on the unpaid principal
amount of the Bonds of such Class commencing on the Closing Date and
continuing on each Distribution Date thereafter until the entire unpaid
principal amount of the Bonds of such Class is paid, whether by acceleration
or otherwise, and (to the extent lawful and enforceable) shall bear interest
on overdue interest at the Bond Interest Rate for the Bonds of such Class all
as specified herein, in the forms of the Bonds and in the Master Servicing
Agreement.
The principal of the Bonds shall be payable as provided by Section
2.03(b).
(b) Each payment of principal of and interest on a Bond shall be
paid to the Person in whose name such Bond (or one or more Predecessor Bonds)
is registered at the close of business on the Record Date, for the applicable
Distribution Date by check mailed to such Person's address as it appears in
the Bond Register on such Record Date, except for the final installment of
principal payable with respect to such Bond, which shall be payable as
provided in Section 2.09(c).
All payments of principal of and interest on the Bonds shall be made
only from the Trust Estate and any other assets of the Issuer, and each Holder
of the Bonds, by its acceptance of the Bonds, agrees that it will have
recourse solely against such Trust Estate and such other assets of the Issuer
and that neither the Trustee, the Owner Trustee in its individual capacity,
nor any of either of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally
liable for any amounts payable, or performance due, under the Bonds or this
Indenture.
(c) All reductions in the principal amount of a Bond (or one or more
Predecessor Bonds) effected by payments of installments of principal made on
any Distribution Date shall be binding upon all Holders of such Bond and any
Bond issued upon transfer thereof or in exchange therefor or in lieu thereof.
The final installment of principal of each Bond (including the Redemption
Price of any Bond called for redemption), shall be payable only upon
presentation and surrender thereof on or after the Distribution Date therefor
at the office or agency of the Issuer maintained by it for such purpose in the
Borough of Manhattan, the City of New York, State of New York, pursuant to
Section 3.02. Whenever the Trustee expects that the entire remaining unpaid
principal amount of any Bond will become due and payable on the next
Distribution Date, it shall, no later than five days prior to such
Distribution Date, mail or cause to be mailed to the Holder of each Bond as of
the close of the business on such otherwise applicable Record Date a notice to
the effect that:
(i) the Trustee expects that funds sufficient to pay such final
installment will be available in the Distribution Account on such
Distribution Date; and
(ii) if such funds are available, such final installment will
be payable on such Distribution Date, but only upon presentation and
surrender of such Bond at the office or agency of the Issuer maintained
for such purpose pursuant to Section 3.02 (the address of which shall be
set forth in such notice).
Notices in connection with redemptions of Bonds shall be mailed to
Holders in accordance with Section 10.02.
SECTION 2.10. Persons Deemed Owners.
Prior to due presentment for registration of transfer of any Bond,
the Issuer, the Trustee, any Agent and any other agent of the Issuer or the
Trustee shall treat the Person in whose name any Bond is registered as the
owner of such Bond (a) on the applicable Record Date for the purpose of
receiving payments of the principal of, and interest on, such Bond and (b) on
any other date for all other purposes whatsoever, whether or not such Bond is
overdue, and neither the Issuer, the Trustee, any Agent nor any other agent of
the Issuer or the Trustee shall be affected by notice to the contrary.
SECTION 2.11. Cancellation.
All Bonds surrendered for payment, registration of transfer,
exchange or redemption shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by it.
The Issuer may at any time deliver to the Trustee for cancellation any Bond
previously authenticated and delivered hereunder which the Issuer may have
acquired in any manner whatsoever, and all Bonds so delivered shall be
promptly cancelled by the Trustee. No Bonds shall be authenticated in lieu of
or in exchange for any Bonds cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Bonds held by the Trustee
shall be held by the Trustee in accordance with its standard retention policy,
unless the Issuer shall direct by an Issuer Order that they be destroyed or
returned to it.
SECTION 2.12. Authentication and Delivery of Bonds.
The Bonds may be executed by the Issuer and delivered to the Trustee
for authentication, and thereupon the same shall be authenticated and
delivered by the Trustee, provided, that such execution and authentication may
be made in counterpart, upon Issuer Request and upon receipt by the Trustee of
the following:
(a) an Issuer Order authorizing the execution, authentication and
delivery of the Bonds and specifying the Classes, the Stated Maturity of the
final installment of principal, the principal amount and the Bond Interest
Rate, of each Class of such Bonds to be authenticated and delivered;
(b) an Issuer Order authorizing the execution and delivery of this
Indenture;
(c) one or more Opinions of Counsel addressed to the Trustee,
complying with the requirements of Section 11.01, reasonably satisfactory in
form and substance to the Trustee, and to the effect that:
(i) all instruments furnished to the Trustee by the Issuer
pursuant to this Section 2.12 in connection with the Bonds conform in all
material respects to the requirements of this Indenture and constitute
all the documents required to be delivered under this Section 2.12 for
the Trustee to authenticate and deliver the Bonds (counsel rendering such
opinion or opinions need not express any opinion as to whether the
Mortgage Loans Granted to the Trustee as security conform to the
requirements of this Indenture);
(ii) all conditions precedent provided for in this Indenture
relating to the authentication and delivery of the Bonds have been
complied with in all material respects (counsel rendering such opinion or
opinions need not express any opinion as to the matters set forth in the
parenthetical clause at the end of paragraph (i) above or as to whether
the amount of cash or other collateral, if any, delivered to the Trustee
pursuant to any subsection of this Section 2.12 is the requisite amount);
(iii) the Bank has corporate power to execute and deliver the
Deposit Trust Agreement, the Deposit Trust Agreement authorizes the
Issuer to execute and deliver the Bonds and this Indenture, and to issue
the Bonds, and the Owner Trustee has duly taken all necessary action
under the Deposit Trust Agreement for those purposes;
(iv) the Issuer is a statutory business trust created under the
laws of the State of Delaware and duly authorized by the Deposit Trust
Agreement;
(v) assuming due authorization, execution and delivery thereof
by the Trustee, this Indenture will be the legally valid and binding
obligation of the Issuer, enforceable against the Issuer in accordance
with its terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws and equitable principles
relating to or limiting creditors' rights generally and such counsel need
express no opinion as to the availability of equitable remedies;
(vi) the Bonds, when issued, delivered, authenticated and paid
for, will be the legally valid and binding obligations of the Issuer,
entitled to the benefits of this Indenture, and enforceable against the
Issuer in accordance with their terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws and
equitable principles relating to or limiting creditors' rights generally
and such counsel need express no opinion as to the availability of
equitable remedies;
(vii) the Mortgage Notes included in the Mortgage Loans have
been duly and validly assigned, delivered and pledged to the Trustee to
the extent contemplated by this Indenture, and this Indenture together
with such assignment, delivery and pledge to the Trustee, creates as
security for the Bonds a valid and perfected security interest of first
priority in such Mortgage Notes, except to the extent limited in the
event (A) the Trustee relinquishes possession of any such Mortgage Note,
(B) the Depositor, the Issuer, the Master Servicer, the Servicer or the
Special Servicer transfers any such Mortgage Note or the related Mortgage
to a bona fide purchaser for value without notice prior to notification
to the Mortgagor of the assignment to the Trustee of such Mortgage Note
or due recordation of the Assignment to the Trustee of the related
Mortgage or (C) the Depositor, the Issuer, the Master Servicer, any
Servicer or the Special Servicer discharges any such Mortgage Note or the
related Mortgage prior to such notification or recordation; the Mortgages
delivered to the Trustee with the Mortgage Notes will continue to secure
the Mortgage Notes included in the Mortgage Loans, as though, and to the
same extent as if, such Mortgage Notes had not been assigned, delivered
and pledged; and it is not necessary to record or file this Indenture or
to take any other action, except as set forth above, in order to make
effective the lien and security interest created by this Indenture in the
Mortgage Notes included in the Mortgage Loans.
In rendering the opinions set forth above, such counsel may rely
upon officers' certificates of the Depositor, the Owner Trustee, the Issuer,
any Servicer, the Master Servicer and the Trustee, without independent
confirmation or verification, as to the following matters and as to such other
matters as shall be reasonably acceptable to the Trustee: (A) the accuracy of
the descriptions of the Mortgage Notes included in the Mortgage Loans and the
conformity thereof to the descriptions in this Indenture, (B) the ownership by
AmREIT, the Depositor and the Issuer of such Mortgage Notes free and clear of
any lien, claim, charge or interest of any kind of any third party, (C) the
physical delivery of such Mortgage Notes to the Trustee, (D) the absence of
any evidence appearing on any such Mortgage Note of any right or interest
inconsistent with the opinions expressed, and (E) the form of endorsement
approved by such counsel having been made on each such Mortgage Note. In
rendering the opinions set forth above, such counsel need express no opinion
as to (A) the perfection of the security interest in any collateral not
governed by Article 9 of the Uniform Commercial Code of the State of
California or New York, (B) the existence of, or the priority of the security
interest created by the Indenture against, any liens or other interests which
arise by operation of law and which do not require any filing or similar
action in order to take priority over a perfected security interest, (C) the
priority of the security interest created by this Indenture with respect to
any claim or lien in favor of the United States or any agency or
instrumentality thereof (including federal tax liens and liens arising under
Title IV of the Employee Retirement Income Security Act of 1974, as amended)
or (D) any matters governed by the laws of states other than California or New
York. In addition to the foregoing, such Opinion of Counsel may contain such
additional limitations and qualifications as shall be reasonably acceptable to
the Trustee.
(d) an Officers' Certificate complying with the requirements of
Section 11.01 and stating that:
(i) the Issuer is not in Default under this Indenture and the
issuance of the Bonds will not result in any breach of any of the terms,
conditions or provisions of, or constitute a default under, the Deposit
Trust Agreement or any indenture, mortgage, deed of trust or other
agreement or instrument to which the Issuer is a party or by which it is
bound, or any order of any court or administrative agency entered in any
proceeding to which the Issuer is a party or by which it may be bound or
to which it may be subject, and that all conditions precedent provided in
this Indenture relating to the authentication and delivery of the Bonds
have been complied with;
(ii) the Issuer is the owner of each Mortgage Loan, free and
clear of any lien, security interest or charge, has not assigned any
interest or participation in any such Mortgage Loan (or, if any such
interest or participation has been assigned, it has been released) and
has the right to Grant each such Mortgage Loan to the Trustee;
(iii) the information set forth in the Schedule of Mortgage
Loans attached as Schedule A to this Indenture is true and correct in all
material respects as of the Closing Date;
(iv) the Issuer has Granted to the Trustee all of its right,
title and interest in each Mortgage Loan; and
(v) as of the Closing Date, no lien in favor of the United
States described in Section 6321 of the Code, or lien in favor of the
Pension Benefit Guaranty Corporation described in Section 4068(a) of the
Employee Retirement Income Security Act of 1974, as amended, has been
filed as described in subsections 6323(f) and 6323(g) of the Code upon
any property belonging to the Issuer. (e) An executed counterpart of the
Master Servicing Agreement.
SECTION 2.13. [Reserved]
SECTION 2.14. [Reserved
SECTION 2.15. Advances by the Trustee.
In the event that the Master Servicer fails for any reason to make
an Advance required to be made pursuant to Section 4 of the Master Servicing
Agreement on or before the Deposit Date, the Trustee shall, on or before the
related Distribution Date, deposit in the Certificate Account an amount equal
to the excess of (a) Advances required to be made by the Master Servicer or
any Servicer that would have been deposited in such Certificate Account over
(b) the amount of any Advance made by the Master Servicer or any Servicer with
respect to such Distribution Date; provided, however, that the Trustee shall
be required to make such Advance only if it is not prohibited by law from
doing so and it has determined that such Advance would be recoverable from
amounts to be received with respect to such Mortgage Loan, including late
payments, Liquidation Proceeds, Insurance Proceeds, or otherwise. The Trustee
shall be entitled to be reimbursed from the Distribution Account for Advances
made by it pursuant to this Section 2.15.
ARTICLE III.
COVENANTS
SECTION 3.01. Payment of Bonds.
The Issuer will pay or cause to be duly and punctually paid the
principal of, and interest on, the Bonds (and, to the extent applicable,
Carryforward Interest accrued thereon) in accordance with the terms of the
Bonds and this Indenture.
SECTION 3.02. Maintenance of Office or Agency.
The Issuer will maintain in the Borough of Manhattan, the City of
New York, the State of New York an office or agency where Bonds may be
presented or surrendered for payment or may be surrendered for registration of
transfer or exchange, and where notices and demands to or upon the Issuer in
respect of the Bonds and this Indenture may be served. The Issuer will give
prompt written notice to the Trustee of the location and any change in the
location, of such office or agency. Until written notice of any change in the
location of such office or agency is delivered to the Trustee or if at any
time the Issuer shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, Bonds may be so
presented and surrendered, and such notices and demands may be made or served,
at 40 Broad Street, NY 5140, Fifth Floor, Suite 550, New York, New York 10004,
and the Issuer hereby appoints the Trustee as its agent to receive all such
surrenders, notices and demands.
The Issuer may also from time to time designate one or more other
offices or agencies (in or outside the City of New York) where the Bonds may
be presented or surrendered for any or all such purposes and may from time to
time rescind such designations; provided, however, that (i) no such
designation or rescission shall in any manner relieve the Issuer of its
obligation to maintain an office or agency in the Borough of Manhattan, the
City of New York, the State of New York, for the purposes set forth in the
preceding paragraph, (ii) presentations or surrenders of Bonds for payment may
be made only in the City of New York, the State of New York or at the
Corporate Trust Office and (iii) any designation of an office or agency for
payment of Bonds shall be subject to Section 3.03. The Issuer will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.
SECTION 3.03. Money for Bond Payments to Be Held in Trust.
All payments of amounts due and payable with respect to any Bonds
which are to be made from amounts withdrawn from the Distribution Account
pursuant to Section 8.02(d) or Section 5.08 shall be made on behalf of the
Issuer by the Trustee or by a Paying Agent, and no amounts so withdrawn from
the Distribution Account for payments of Bonds shall be paid over to the
Issuer under any circumstances except as provided in this Section 3.03 or in
Section 5.08.
If the Issuer shall have a Paying Agent that is not also the Bond
Registrar, it shall furnish, or cause the Bond Registrar to furnish to the
Paying Agent and the Trustee, no later than the fifth calendar day after each
Record Date or the first Business Day after a Record Date applicable to a
Distribution Date on which the Bonds will be redeemed in full, a list, in such
form as such Paying Agent may reasonably require, of the names and addresses
of the Holders of Bonds and of the number of Individual Bonds of each Class
held by each such Holder.
Whenever the Issuer shall have a Paying Agent other than the
Trustee, it will, on or before the Business Day immediately preceding each
Distribution Date, direct the Trustee to deposit with such Paying Agent an
aggregate sum sufficient to pay the amounts then becoming due (to the extent
funds are then available for such purpose in the Distribution Account), such
sum to be held in trust for the benefit of the Persons entitled thereto. Any
moneys deposited with a Paying Agent in excess of an amount sufficient to pay
the amounts then becoming due on the Bonds with respect to which such deposit
was made shall, upon Issuer Order, be paid over by such Paying Agent to the
Trustee for application in accordance with Article VIII.
Any Paying Agent other than the Trustee shall be appointed by Issuer
Order. The Trustee is hereby appointed as the initial Paying Agent. The Issuer
shall not appoint any Paying Agent which is not, at the time of such
appointment, a depository institution or trust company whose obligations would
be Permitted Investments pursuant to clause (iv) of the definition of the term
"Permitted Investments" (as defined in the Master Servicing Agreement). The
Issuer will cause each Paying Agent other than the Trustee to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee (and if the Trustee acts as Paying Agent, it hereby so
agrees), subject to the provisions of this Section, that such Paying Agent
will:
(1) allocate all sums received for payment to the Holders of Bonds
on each Distribution Date among such Holders in the proportion specified
in the applicable Distribution Date Statement, as the case may be, in
each case to the extent permitted by applicable law;
(2) hold all sums held by it for the payment of amounts due with
respect to the Bonds in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and pay such sums to such Persons as
herein provided;
(3) if such Paying Agent is not the Trustee, immediately resign as a
Paying Agent and forthwith pay to the Trustee all sums held by it in
trust for the payment of the Bonds if at any time it ceases to meet the
standards set forth above required to be met by a Paying Agent at the
time of its appointment;
(4) if such Paying Agent is not the Trustee, give the Trustee notice
of any Default by the Issuer (or any other obligor upon the Bonds) in the
making of any payment required to be made with respect to any Bonds for
which it is acting as Paying Agent;
(5) if such Paying Agent is not the Trustee, at any time during the
continuance of any such Default, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such Paying
Agent; and
(6) comply with all requirements of the Code, and all regulations
thereunder, with respect to the withholding from any payments made by it
on any Bonds of any applicable withholding taxes imposed thereon and with
respect to any applicable reporting requirements in connection therewith;
provided, however, that with respect to withholding and reporting
requirements applicable to original issue discount (if any) on any Class
of Bonds, the Issuer has provided the calculations pertaining thereto to
the Trustee.
The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or any other purpose, by Issuer
Order direct any Paying Agent, if other than the Trustee, to pay to the
Trustee all sums held in trust by such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by
such Paying Agent; and upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.
Subject to applicable escheat laws, any money held by the Trustee or
any Paying Agent in trust for the payment of any amount due with respect to
any Bond and remaining unclaimed for six years after such amount has become
due and payable to the Holder of such Bond shall be discharged from such trust
and, upon its written request, paid to the Issuer; and the Holder of such Bond
shall thereafter, as an unsecured general creditor, look only to the Issuer
for payment thereof (but only to the extent of the amounts so paid to the
Issuer), and all liability of the Trustee or such Paying Agent with respect to
such trust money shall thereupon cease. The Trustee may, but shall not be
required to, adopt and employ, at the expense of the Issuer, any reasonable
means of notification of such repayment (including, but not limited to,
mailing notice of such repayment to Holders whose Bonds have been called but
have not been surrendered for redemption or whose right to or interest in
moneys due and payable but not claimed is determinable from the records of the
Trustee or any Agent, at the last address of record for each such Holder).
SECTION 3.04. Corporate Existence of Trustee.
(a) Any corporation or association into which the Trustee may be
merged or with which it may be consolidated, or any corporation or association
resulting from any merger or consolidation to which the Trustee shall be a
party, shall be the successor Trustee under this Indenture without the
execution or filing of any paper, instrument or further act to be done on the
part of the parties hereto, anything herein, or in any agreement relating to
such merger or consolidation, by which any such Trustee may seek to retain
certain powers, rights and privileges therefore obtaining for any period of
time following such merger or consolidation, to the contrary notwithstanding.
(b) Any successor to the Trustee appointed pursuant to Section 10.01
of the Certificate Trust Agreement shall be the successor Trustee under this
Indenture without the execution or filing of any paper, instrument or further
act to be done on the part of the parties hereto.
(c) Upon any consolidation or merger of or other succession to the
Trustee in accordance with this Section 3.04, the Person formed by or
surviving such consolidation or merger (if other than the Issuer) or the
Person succeeding to the Trustee under the Certificate Trust Agreement may
exercise every right and power of the Owner Trustee, on behalf of the Issuer,
under this Indenture with the same effect as if such Person had been named as
the Trustee herein.
SECTION 3.05. Protection of Trust Estate.
(a) The Issuer will from time to time execute and deliver all such
supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other
instruments, and will take such other action as may be necessary or advisable
to:
(i) Grant more effectively all or any portion of the Trust
Estate;
(ii) maintain or preserve the lien of this Indenture or carry
out more effectively the purposes hereof;
(iii) perfect, publish notice of or protect the validity of any
Grant made or to be made by this Indenture;
(iv) enforce any of the Mortgage Documents; or
(v) preserve and defend title to the Trust Estate and the
rights of the Trustee, and of the Bondholders, in the Mortgage Loans and
the other property held as part of the Trust Estate against the claims of
all Persons and parties.
The Issuer hereby designates the Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument required pursuant to this Section 3.05; provided, however,
that such designation shall not be deemed to create a duty in the Trustee to
monitor the compliance of the Issuer with the foregoing covenants; and
provided further, however, that the duty of the Trustee to execute any
instrument required pursuant to this Section 3.05 shall arise only if the
Trustee has knowledge pursuant to Section 6.01(d) of the occurrence of a
failure of the Issuer to comply with provisions of this Section 3.05.
(b) Except as permitted by Section 8.08, the Trustee shall not
remove any portion of the Trust Estate that consists of money or is evidenced
by an instrument, certificate or other writing from the jurisdiction in which
it was held at the date of the most recent Opinion of Counsel delivered
pursuant to Section 3.06 (or from the jurisdiction in which it was held, or to
which it is intended to be removed, as described in the Opinion of Counsel
delivered at the Closing Date pursuant to Section 2.12(c), if no Opinion of
Counsel has yet been delivered pursuant to Section 3.06) or cause or permit
ownership or the pledge of any portion of the Trust Estate that consists of
book-entry securities to be recorded on the books of a Person located in a
different jurisdiction from the jurisdiction in which such ownership or pledge
was recorded at such time unless the Trustee shall have first received an
Opinion of Counsel to the effect that the lien and security interest created
by this Indenture with respect to such property will continue to be maintained
after giving effect to such action or actions.
SECTION 3.06. Opinions as to Trust Estate.
On or before February 15 in each calendar year, beginning with the
first calendar year commencing more than three months after the Closing Date,
the Issuer shall furnish to the Trustee an Opinion of Counsel reasonably
satisfactory in form and substance to the Trustee either stating that, in the
opinion of such counsel, such action has been taken as is necessary to
maintain the lien and security interest created by this Indenture and reciting
the details of such action or stating that in the opinion of such counsel no
such action is necessary to maintain such lien and security interest. Such
Opinion of Counsel shall also describe all such actions, if any, that will, in
the opinion of such counsel, be required to be taken to maintain the lien and
security interest of this Indenture with respect to the Trust Estate until May
15 in the following calendar year.
SECTION 3.07. Performance of Obligations; Master Servicing Agreement.
(a) The Issuer shall punctually perform and observe all of its
obligations and agreements contained in the Deposit Trust Agreement. The
Issuer and the Trustee shall punctually perform and observe all of their
respective obligations and agreements contained in the Master Servicing
Agreement.
(b) The Issuer shall not take any action and will use its reasonable
good faith efforts not to permit any action to be taken by others that would
release any Person from any of such Person's covenants or obligations under
any of the Mortgage Documents or under any instrument included in the Trust
Estate, or that would result in the amendment, hypothecation, subordination,
termination or discharge of, or impair the validity or effectiveness of, any
of the Mortgage Documents, except as expressly provided or permitted in this
Indenture and the Master Servicing Agreement and Servicing Agreements or such
Mortgage Document or other instrument or unless such action will not adversely
affect the interests of the Holders of the Bonds.
(c) The Issuer shall monitor the performance of the Master Servicer
under the Master Servicing Agreement, and shall use its reasonable good faith
efforts to cause the Master Servicer duly and punctually to perform all of its
duties and obligations thereunder. Upon the occurrence of a Master Servicing
Default of which an Authorized Officer of the Issuer has actual knowledge
under the Master Servicing Agreement, the Issuer shall promptly notify the
Trustee thereof, and shall specify in such notice the action, if any, the
Issuer is taking in respect of such Master Servicing Default. So long as any
such Master Servicing Default shall be continuing, the Trustee may (1)
terminate all of the rights and powers of the Master Servicer pursuant to the
applicable provisions of the Master Servicing Agreement; (ii) exercise any
rights it may have to enforce the Master Servicing Agreement against the
Master Servicer; and/or (iii) waive any such Master Servicing Default under
the Master Servicing Agreement or take any other action with respect to such
Master Servicing Default as is permitted thereunder.
(d) Upon any termination by the Trustee of the Master Servicer's
rights and powers pursuant to the Master Servicing Agreement, the rights and
powers of the Master Servicer with respect to the Mortgage Loans shall vest in
the Trustee and the Trustee shall be the successor in all respects to the
Master Servicer in its capacity as Master Servicer with respect to such
Mortgage Loans under the Master Servicing Agreement, until the Trustee shall
have appointed, with the consent of the Issuer, such consent not to be
unreasonably withheld, and the Rating Agencies, and in accordance with the
applicable provisions of the Master Servicing Agreement a new Person to serve
as successor to the Master Servicer. With such consent, the Trustee may elect
to continue to serve as successor Master Servicer under the Master Servicing
Agreement. Upon appointment of a successor Master Servicer, the Trustee and
such successor Master Servicer shall enter into a master servicing agreement
in a form substantially similar to the Master Servicing Agreement. In
connection with any such appointment, the Trustee may make such arrangements
for the compensation of such successor as it and such successor shall agree,
but in no event shall such compensation of any successor Master Servicer
(including the Trustee) be in excess of that payable to the Master Servicer
under the Master Servicing Agreement.
(e) Upon any termination of the Master Servicer's rights and powers
by the Trustee pursuant to the Master Servicing Agreement, the Trustee shall
promptly notify the Issuer and the Rating Agencies, specifying in such notice
that the Trustee or any successor Master Servicer, as the case may be, has
succeeded the Master Servicer under the Master Servicing Agreement, which
notice shall also specify the name and address of any such successor Master
Servicer.
SECTION 3.08. Investment Company Act.
The Issuer shall at all times conduct its operations so as not to be
subject to the Investment Company Act of 1940, as amended (or any successor
statute), and the rules and regulations thereunder.
SECTION 3.09. Negative Covenants.
The Issuer shall not:
(a) sell, transfer, exchange or otherwise dispose of any portion of
the Trust Estate except as expressly permitted by this Indenture or the Master
Servicing Agreement;
(b) claim any credit on, or make any deduction from, the principal
of, or interest on, any of the Bonds by reason of the payment of any taxes
levied or assessed upon any portion of the Trust Estate;
(c) engage in any business or activity other than in connection
with, or relating to, the issuance of the Bonds and the Investor Certificate
pursuant to this Indenture and the Deposit Trust Agreement, respectively, or
amend Section 2.03 or Section 10.01 of the Deposit Trust Agreement as in
effect on the Closing Date without, in each case, the consent of the Holders
of 66-2/3% of the aggregate Principal Amount of the Bonds then Outstanding;
(d) incur any indebtedness or assume or guaranty any indebtedness of
any Person, except for such indebtedness as may be incurred by the Issuer in
connection with the issuance of the Bonds pursuant to this Indenture;
(e) dissolve or liquidate in whole or in part; or
(f) (1) permit the validity or effectiveness of this Indenture or
any Grant to be impaired, or permit the lien of this Indenture to be amended,
hypothecated, subordinated, terminated or discharged, or permit any Person to
be released from any covenants or obligations under this Indenture, except as
may be expressly permitted hereby, (ii) permit any lien, charge, security
interest, mortgage or other encumbrance (other than the lien of this
Indenture, the lien created by Section 8.04 of the Deposit Trust Agreement, as
in effect on the Closing Date, or any Permitted Encumbrance) to be created on
or extended to or otherwise arise upon or burden the Trust Estate or any part
thereof or any interest therein or the proceeds thereof or (iii) permit the
lien of this Indenture not to constitute a valid perfected first priority
security interest in the Trust Estate.
SECTION 3.10. Annual Statement as to Compliance.
On or before 120 days after the end of the first fiscal year of the
Issuer which ends more than three months after the Closing Date, and each
fiscal year thereafter, the Issuer shall deliver to the Trustee a written
statement, signed by an Authorized Officer, stating that:
(1) a review of the fulfillment by the Issuer during such year of
its obligations under this Indenture has been made under such
officer's supervision; and
(2) to the best of such officer's knowledge, based on such review,
the Issuer has fulfilled all of its obligations under this Indenture
throughout such year, or, if there has been a Default in the
fulfillment of any such obligation, specifying each such Default
known to such officer and the nature and status thereof.
SECTION 3.11. Recording of Assignments.
The Issuer shall cause the Assignments of the Mortgage Loans
securing the Bonds to be duly recorded in the manner specified in Section
2(a)(i) of the Master Servicing Agreement. If the Issuer fails to cause the
Assignments to be recorded within the time limit provided thereunder, the
Issuer shall purchase such corresponding Mortgage Loans pursuant to Section
8.04 and the applicable provisions of the Master Servicing Agreement.
SECTION 3.12. Limitation of Liability of Wilmington Trust Company.
It is expressly understood and agreed by the parties hereto that (a)
this Indenture is executed and delivered by Wilmington Trust Company, not
individually or personally but solely as Owner Trustee of American Residential
Eagle Bond Trust 1998-1 under the Deposit Trust Agreement, in the exercise of
the powers and authority conferred and vested in it as Owner Trustee, (b) each
of the representations, undertakings and agreements herein made on the part of
the Issuer is made and intended not as personal representations, undertakings
and agreements by Wilmington Trust Company, but is made and intended for the
purpose for binding only the Issuer, (c) nothing herein contained shall be
construed as creating any liability on Wilmington Trust Company, individually
or personally, to perform any covenant either expressed or implied contained
herein, all such liability, if any being expressly waived by the Trustee and
the Bondholders and by any Person claiming by, through or under the Trustee
and the Bondholders and (d) under no circumstances shall Wilmington Trust
Company be personally liable for the payment of any indebtedness or expenses
of the Issuer or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Issuer under
this Indenture or the other Operative Agreements.
ARTICLE IV.
SATISFACTION AND DISCHARGE
SECTION 4.01. Satisfaction and Discharge of Indenture.
Whenever the following conditions shall have been satisfied:
(1) either
(A) all Bonds theretofore authenticated and delivered (other
than (i) Bonds which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 2.08, and (ii)
Bonds for whose payment money has theretofore been deposited in
trust and thereafter repaid to the Issuer, as provided in Section
3.03) have been delivered to the Trustee for cancellation; or
(B) all Bonds not theretofore delivered to the Trustee for
cancellation
(i) have become due and payable, or
(ii) will become due and payable at the Stated Maturity of the
final installment of the principal thereof within one year, or
(iii) are to be called for redemption within one year under
irrevocable arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of
the Issuer,
and the Issuer, in the case of clause (B)(i), (B)(ii) or (B)(iii) above,
has deposited or caused to be deposited with the Trustee, in trust for
such purpose, an amount sufficient to pay and discharge the entire
indebtedness on such Bonds not theretofore delivered to the Trustee for
cancellation, for principal and interest to the Stated Maturity of their
entire unpaid principal amount or to the applicable Redemption Date, as
the case may be, and in the case of Bonds which were not paid at the
Stated Maturity of their entire unpaid principal amount, for all overdue
principal and all interest payable on such Bonds to the next succeeding
Distribution Date therefor;
(2) the Issuer has paid or caused to be paid all other sums payable
hereunder by the Issuer; and
(3) the Issuer has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel reasonably satisfactory in form and substance
to the Trustee each stating that all conditions precedent herein
providing for the satisfaction and discharge of this Indenture have been
complied with;
then, upon Issuer Request, this Indenture and the lien, rights and interests
created hereby shall cease to be of further effect, and the Trustee and each
co-trustee and separate trustee, if any, then acting as such hereunder shall,
at the expense of the Issuer, execute and deliver all such instruments as may
be necessary to acknowledge the satisfaction and discharge of this Indenture
and shall pay, or assign or transfer and deliver, to the Issuer or upon Issuer
Order all Mortgage Loans, cash, securities and other property held by it as
part of the Trust Estate remaining after satisfaction of the conditions set
forth in clauses (1) and (2) above.
Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Issuer to the Trustee under Section 6.07, the
obligations of the Trustee to the Issuer and the Holders of Bonds under
Section 3.03, the obligations of the Trustee to the Holders of Bonds under
Section 4.02 and the provisions of Article II with respect to lost, stolen,
destroyed or mutilated Bonds, registration of transfers of Bonds and rights to
receive payments of principal of, and interest on, the Bonds shall survive.
SECTION 4.02. Application of Trust Money.
All money deposited with the Trustee pursuant to Sections 3.03 and
4.01 shall be held in trust and applied by it, in accordance with the
provisions of the Bonds and this Indenture, to the payment, either directly or
through any Paying Agent, as the Trustee may determine, to the Persons
entitled thereto, of the principal and interest for whose payment such money
has been deposited with the Trustee.
ARTICLE V.
DEFAULTS AND REMEDIES
SECTION 5.01. Event of Default.
"Event of Default", wherever used herein, means, with respect to
Bonds issued hereunder, any one of the following events (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body):
(1) if the Issuer shall
(A) default in the payment when and as due of any installment
of principal of or interest on any Bond, or
(B) default in the payment of the Redemption Price of any Bond
which has been called for redemption pursuant to Article X;
(2) if the Issuer shall breach, or default in the due observance, of
any one or more of the covenants set forth in clauses (a) through (e) of
Section 3.09;
(3) if the Issuer shall breach, or default in any material respect
in the due observance or performance of, any other of its covenants in
this Indenture and such Default shall continue for a period of 30 days
(such 30 day period to be automatically extended for 30 days upon
delivery by the Issuer of an Officers' Certificate setting forth the
steps being taken and stating the default is curable, to the Trustee)
after there shall have been given, by registered or certified mail, to
the Issuer by the Trustee, or to the Issuer and the Trustee by the
Holders of Bonds representing more than 50% of the aggregate Principal
Amount of the Bonds, a written notice specifying such Default and
requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder;
(4) if any representation or warranty of the Issuer made in this
Indenture, or any certificate or other writing delivered pursuant hereto
or in connection herewith shall prove to be incorrect in any material
respect as of the time when the same shall have been made and, within 30
days (such 30 day period to be automatically extended for 30 days upon
delivery by the Issuer of an Officers' Certificate setting forth the
steps being taken and stating the default is curable, to the Trustee)
after there shall have been given, by registered or certified mail,
written notice thereof to the Issuer by the Trustee, or to the Issuer and
the Trustee by the Holders of Bonds representing more than 50% of the
aggregate Principal Amount of the Bonds, the circumstance or condition in
respect of which such representation or warranty was incorrect shall not
have been eliminated or otherwise cured;
(5) the entry of a decree or order for relief by a court having
jurisdiction in respect of the Issuer in an involuntary case under the
federal bankruptcy laws, as now or hereafter in effect, or any other
present or future federal or state bankruptcy, insolvency or similar law,
or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Issuer or of any
substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Issuer and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive
days; or
(6) the commencement by the Issuer of a voluntary case under the
federal bankruptcy laws, as now or hereafter in effect, or any other
present or future federal or state bankruptcy, insolvency or similar law,
or the consent by the Issuer to the appointment of or taking possession
by a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Issuer or of any substantial part of its
property or the making by the Issuer of an assignment for the benefit of
creditors or the failure by the Issuer generally to pay its debts as such
debts become due or the taking of corporate action by the Issuer in
furtherance of any of the foregoing.
(a) [Reserved]
(b) Notwithstanding the foregoing, the failure of the Issuer to pay
when and as due any installment of principal of (regardless of the lapse of
any grace period) any Bond shall not constitute an Event of Default hereunder
unless the Bond Principal Balance after application of all available amounts
on deposit in the Distribution Account on a Distribution Date exceeds the Pool
Principal Balance with respect to such Distribution Date or unless the
aggregate Bond Principal Balance is not paid in full on the Stated Maturity.
Subject to the foregoing, Section 5.01 of the Indenture shall otherwise apply
in all respects to the Bonds.
SECTION 5.02. Acceleration of Maturity; Rescission and Annulment.
If an Event of Default occurs and is continuing with respect to the
Bonds, then and in every such case the Trustee or the Holders of Bonds
representing more than 50% of the aggregate Principal Amount of the Bonds may
declare all the Bonds to be immediately due and payable, and upon any such
declaration such Bonds shall become immediately due and payable in an amount
equal to:
(i) the aggregate Principal Amount of all Classes of Bonds,
(ii) accrued and unpaid interest at the Bond Interest Rate on
the aggregate Principal Amount through the date of acceleration, and
(iii) interest (but only to the extent payment thereof shall be
legally enforceable) on any overdue installments of interest on the Bonds
from the due date of any such installments to the date of the
acceleration at the Bond Interest Rate at which such interest accrued or
such lower rate at which payment of such interest shall be legally
enforceable.
At any time after such a declaration of acceleration of maturity of
the Bonds has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of Bonds representing more than 50% of the aggregate
Principal Amount of the Bonds, by written notice to the Issuer and the
Trustee, may rescind and annul such declaration and its consequences if:
(1) the Issuer has paid or deposited with the Trustee a sum
sufficient to pay:
(A) all payments of principal of, and interest on, all Bonds
and all other amounts which would then be due hereunder or upon such
Bonds if the Event of Default giving rise to such acceleration had
not occurred; and
(B) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel; and
(2) all Events of Default, other than the nonpayment of the
principal of Bonds which have become due solely by such acceleration,
have been cured or waived as provided in Section 5.15.
No such rescission shall affect any subsequent Default or impair any
right consequent thereon.
SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by
Trustee.
The Issuer covenants that if an Event of Default shall occur and be
continuing in respect to the Bonds and the Bonds have been declared due and
payable and such declaration and its consequences have not been rescinded and
annulled, the Issuer will, upon demand of the Trustee, promptly pay to the
Trustee, for the benefit of the Holders of the Bonds:
(i) the amounts specified in the first paragraph of Section
5.02, and
(ii) in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.
If the Issuer fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust may institute
a Proceeding for the collection of the sums so due and unpaid, and may
prosecute such Proceeding to judgment or final decree, and may enforce the
same against the Issuer or any other obligor upon the Bonds and collect, out
of the Trust Estate (as defined in the Deposit Trust Agreement), wherever
situated, of the Issuer, the moneys adjudged or decreed to be payable in the
manner provided by law; provided, however, that neither the Bank nor any of
its agents, officers, directors, employees, successors or assigns shall be
personally liable for any amounts due under the Bonds or this Indenture.
The Trustee may proceed to protect and enforce its rights and the
rights of the Bondholders by any Proceedings the Trustee deems appropriate to
protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or enforce any other proper remedy, including, without
limitation, instituting a Proceeding prior to any declaration of acceleration
of the Stated Maturity of the Bonds for the collection of all amounts then due
and unpaid on such Bonds, prosecuting such Proceeding to final judgment or
decree, enforcing the same against the Issuer and collecting out of the
property, wherever situated, of the Issuer the moneys adjudged or decreed to
be payable in the manner provided by law.
SECTION 5.04. Remedies.
If an Event of Default shall have occurred and be continuing
and the Bonds have been declared due and payable and such declaration and its
consequences have not been rescinded and annulled, the Trustee (subject to
Section 5.18, to the extent applicable) may do one or more of the following:
(a) institute Proceedings for the collection of all amounts then
payable on the Bonds, or under this Indenture, whether by declaration or
otherwise, enforce any judgment obtained, and collect from the Issuer moneys
adjudged due;
(b) in accordance with Section 5.18, sell the Trust Estate or any
portion thereof or rights or interest therein, at one or more public or
private Sales called and conducted in any manner permitted by law;
(c) institute Proceedings from time to time for the complete or
partial foreclosure of this Indenture with respect to the Trust Estate; and
(d) exercise any remedies of a secured party under the Uniform
Commercial Code and take any other appropriate action to protect and enforce
the rights and remedies of the Trustee or the Holders of the Bonds hereunder,
provided, however, that prior to exercising the foregoing, the Trustee shall
have consulted with the Issuer concerning alternative pay down scenarios.
SECTION 5.05. [Reserved].
SECTION 5.06. Trustee May File Proofs of Claim.
In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, composition or other
judicial Proceeding relative to the Issuer or any other obligor upon any of
the Bonds or the property of the Issuer or of such other obligor or their
creditors, the Trustee (irrespective of whether the Bonds shall then be due
and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Issuer
for the payment of any overdue principal or interest) shall be entitled and
empowered, by intervention in such Proceeding or otherwise to:
(i) file and prove a claim for the whole amount of principal
and interest owing and unpaid in respect of the Bonds and file such other
papers or documents and take such other actions as it deems necessary or
advisable in order to have the claims of the Trustee (including any claim
for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel) and of the Bondholders allowed in
such Proceeding; and
(ii) collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the same; and any
receiver, assignee, trustee, liquidator or sequestrator (or other similar
official) in any such Proceeding is hereby authorized by each Bondholder
to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Bondholders,
to pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due the Trustee under Section 6.07.
Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Bondholder any
plan of reorganization, arrangement, adjustment or composition affecting any
of the Bonds or the rights of any Holder thereof, or to authorize the Trustee
to vote in respect of the claim of any Bondholder in any such Proceeding.
SECTION 5.07. Trustee May Enforce Claims without Possession of Bonds.
All rights of action and claims under this Indenture or any of the
Bonds may be prosecuted and enforced by the Trustee without the possession of
any of the Bonds or the production thereof in any Proceeding relating thereto,
and any such Proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall be for
the ratable benefit of the Holders of the Bonds in respect of which such
judgment has been recovered. Any surplus shall be available, in accordance
with Section 5.08, for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.
SECTION 5.08. Application of Money Collected.
If the Bonds have been declared due and payable following an Event
of Default and such declaration and its consequences have not been rescinded
and annulled, any money collected by the Trustee with respect to the Bonds
pursuant to this Article or otherwise and any monies that may then be held or
thereafter received by the Trustee with respect to the Bonds shall be applied,
after payment to the Trustee of such amounts as may be payable to it under
Section 6.07, in the order, at the date or dates fixed by the Trustee and, in
case of the distribution of the entire amount due on account of principal of,
and interest on, such Bonds, upon presentation and surrender thereof:
First: To the payment of amounts then due and unpaid to any Servicer
or the Master Servicer in respect of Nonrecoverable Advances made by
such Servicer or the Master Servicer pursuant to the related
Servicing Agreement or the Master Servicing Agreement;
Second: To the payment of amounts of interest and principal then due
and unpaid upon the Outstanding Bonds in accordance with the
priorities set forth in Section 2.03(b); and
Third: To the payment of the remainder, if any, to the Issuer or any
other Person legally entitled thereto.
SECTION 5.09. Limitation on Suits.
No Holder of a Bond shall have any right to institute any
Proceedings, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder,
unless:
(1) such Holder has previously given written notice to the Trustee
of a continuing Event of Default;
(2) the Holders of Bonds representing more than 50% of the aggregate
Principal Amount of the Bonds shall have made written request to the
Trustee to institute Proceedings in respect of such Event of Default in
its own name as Trustee hereunder;
(3) such Holder or Holders have offered to the Trustee indemnity in
full against the costs, expenses and liabilities to be incurred in
compliance with such request;
(4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such
Proceeding; and
(5) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of Bonds
representing more than 50% of the aggregate Principal Amount of the
Bonds;
it being understood and intended that no one or more Holders of Bonds shall
have any right in any manner whatever by virtue of, or by availing themselves
of, any provision of this Indenture to affect, disturb or prejudice the rights
of any other Holders of Bonds or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all the Holders of Bonds.
SECTION 5.10. Unconditional Rights of Bondholders to Receive Principal and
Interest.
Notwithstanding any other provision in this Indenture, other than
the provisions hereof limiting the right to recover amounts due on a Bond to
recovery from the property of the Issuer, the Holder of any Bond shall have
the right, to the extent permitted by applicable law, which right is absolute
and unconditional, to receive payment of each installment of interest on such
Bond on the respective stated maturities of such installments of interest, to
receive payment of each installment of principal of such Bond when due (or, in
the case of any Bond called for redemption, on the date fixed for such
redemption) and to institute suit for the enforcement of any such payment, and
such right shall not be impaired without the consent of such Holder.
SECTION 5.11. Restoration of Rights and Remedies.
If the Trustee or any Bondholder has instituted any Proceeding to
enforce any right or remedy under this Indenture and such Proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Bondholder, then and in every such case the Issuer, the
Trustee and the Bondholders shall, subject to any determination in such
Proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee and the
Bondholders shall continue as though no such Proceeding had been instituted.
SECTION 5.12. Rights and Remedies Cumulative.
No right or remedy herein conferred upon or reserved to the Trustee
or to the Bondholders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.
SECTION 5.13. Delay or Omission Not Waiver.
No delay or omission of the Trustee or of any Holder of any Bond to
exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default
or an acquiescence therein. Every right and remedy given by this Article or by
law to the Trustee or to the Bondholders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Bondholders,
as the case may be.
SECTION 5.14. Control by Bondholders.
The Holders of Bonds representing more than 50% of the aggregate
Principal Amount of the Bonds shall have the right to direct the time, method
and place of conducting any Proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee; provided, however,
that:
(1) such direction shall not be in conflict with any rule of law or
with this Indenture;
(2) any direction to the Trustee to undertake a Sale of the Trust
Estate shall be by the Holders of Bonds representing the percentage of
the aggregate Principal Amount of the Bonds specified in Section
5.18(b)(1), unless Section 5.18(b)(2) is applicable; and
(3) [Reserved];
(4) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction; provided, however,
that, subject to Section 6.01, the Trustee need not take any action which
it determines might involve it in liability or be unjustly prejudicial to
the Bondholders not consenting.
SECTION 5.15. Waiver of Past Defaults.
The Holders of Bonds representing more than 50% of the aggregate
Principal Amount of the Bonds may waive any past Default hereunder and its
consequences, except a Default:
(1) in the payment of any installment of principal of, or interest
on, any Bond; or
(2) in respect of a covenant or provision hereof which under Section
9.02 cannot be modified or amended without the consent of the Holder of
each Outstanding Bond affected.
Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.
SECTION 5.16. Undertaking for Costs.
All parties to this Indenture agree, and each Holder of any Bond by
his or her acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Bondholder, or group
of Bondholders, holding in the aggregate Bonds representing more than 10% of
the aggregate Principal Amount of the Bonds, or to any suit instituted by any
Bondholder for the enforcement of the payment of any installment of interest
on any Bond on or after the Stated Maturity thereof expressed in such Bond or
for the enforcement of the payment of any installment of principal of any Bond
when due (or, in the case of any Bond called for redemption, on or after the
applicable redemption date).
SECTION 5.17. Waiver of Stay or Extension Laws.
The Issuer covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension of law
wherever enacted, now or at any time hereafter in force, which may affect the
covenants in, or the performance of, this Indenture; and the Issuer (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.
SECTION 5.18. Sale of Trust Estate.
(a) The power to effect any sale (a "Sale") of any portion of the
Trust Estate pursuant to Section 5.04 shall not be exhausted by any one or
more Sales as to any portion of the Trust Estate remaining unsold, but shall
continue unimpaired until the entire Trust Estate shall have been sold or all
amounts payable on the Bonds and under this Indenture with respect thereto
shall have been paid. The Trustee may from time to time postpone any public
Sale by public announcement made at the time and place of such Sale. The
Trustee hereby expressly waives its right to any amount fixed by law as
compensation for any Sale.
(b) To the extent permitted by law, the Trustee shall not in any
private Sale sell or otherwise dispose of the Trust Estate, or any portion
thereof, unless:
(1) the Holders of all Bonds consent to, or direct the Trustee to
make, such Sale; or
(2) the proceeds of such Sale would be not less than the entire
amount which would be distributable to the Holders of the Bonds, in full
payment thereof in accordance with Section 5.08, on the Distribution Date
next succeeding the date of such Sale.
(3) [Reserved] The purchase by the Trustee of all or any portion of
the Trust Estate at a private Sale shall not be deemed a Sale or
disposition thereof for purposes of this Section 5.18(b).
(c) Unless the Holders of all Bonds have otherwise consented or
directed the Trustee, at any public Sale of all or any portion of the Trust
Estate at which a minimum bid equal to or greater than the amount described in
paragraph (2) of subsection (b) of this Section 5.18 has not been established
by the Trustee and no Person bids an amount equal to or greater than such
amount, the Trustee shall bid an amount at least $1.00 more than the highest
other bid.
(d) In connection with a Sale of all or any portion of the Trust
Estate:
(1) any Holder or Holders of Bonds may bid for and purchase the
property offered for Sale, and upon compliance with the terms of sale may
hold, retain and possess and dispose of such property, without further
accountability, and may, in paying the purchase money therefor, deliver
any Bonds or claims for interest thereon in lieu of cash up to the amount
which shall, upon distribution of the net proceeds of such Sale, be
payable thereon, and such Bonds, in case the amount so payable thereon
shall be less than the amount due thereon, shall be returned to the
Holders thereof after being appropriately stamped to show such partial
payment;
(2) the Trustee may bid for and acquire the property offered for
Sale in connection with any public Sale thereof, and, in lieu of paying
cash therefor, may make settlement for the purchase price by crediting
the gross Sale price against the sum of (A) the amount which would be
distributable to the Holders of the Bonds as a result of such Sale in
accordance with Section 5.08 on the Distribution Date next succeeding the
date of such Sale and (B) the expenses of the Sale and of any Proceedings
in connection therewith which are reimbursable to it, without being
required to produce the Bonds in order to complete any such Sale or in
order for the net Sale price to be credited against such Bonds, and any
property so acquired by the Trustee shall be held and dealt with by it in
accordance with the provisions of this Indenture;
(3) the Trustee shall execute and deliver an appropriate instrument
of conveyance transferring its interest in any portion of the Trust
Estate in connection with a Sale thereof;
(4) the Trustee is hereby irrevocably appointed the agent and
attorney-in-fact of the Issuer to transfer and convey its interest in any
portion of the Trust Estate in connection with a Sale thereof, and to
take all action necessary to effect such Sale; and
(5) no purchaser or transferee at such a Sale shall be bound to
ascertain the Trustee's authority, inquire into the satisfaction of any
conditions precedent or see to the application of any moneys.
SECTION 5.19. Action on Bonds.
The Trustee's right to seek and recover judgment under this
Indenture shall not be affected by the seeking, obtaining or application of
any other relief under or with respect to this Indenture. Neither the lien of
this Indenture nor any rights or remedies of the Trustee or the Holders of
Bonds shall be impaired by the recovery of any judgment by the Trustee against
the Issuer or by the levy of any execution under such judgment upon any
portion of the Trust Estate.
ARTICLE VI.
THE TRUSTEE
SECTION 6.01. Duties of Trustee.
(a) If an Event of Default has occurred and is continuing and a
Responsible Officer of the Trustee has actual knowledge of such Event of
Default, the Trustee shall exercise such of the rights and powers vested in it
by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.
(b) Except during the continuance of an Event of Default:
(1) The Trustee need perform only those duties that are specifically
set forth in this Indenture and no others and no implied covenants or
obligations shall be read into this Indenture;
(2) In the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this
Indenture. The Trustee shall, however, examine such certificates and
opinions to determine whether they conform to the requirements of this
Indenture.
(c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:
(1) This paragraph does not limit the effect of subsection (b) of
this Section;
(2) Prior to the occurrence of an Event of Default, and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Indenture, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Indenture, no implied covenants or obligations shall be
read into this Indenture against the Trustee and, in the absence of bad
faith on the part of the Trustee, the Trustee may conclusively rely, as
to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture;
(3) The Trustee shall not be liable for any error of judgment made
in good faith by a Responsible Officer, unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts; and
(4) The Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 5.14 or Section 5.18.
(d) Except with respect to duties of the Trustee prescribed by the
TIA, as to which this Section 6.01(d) shall not apply, for all purposes under
this Indenture, the Trustee shall not be deemed to have notice or knowledge of
any Event of Default described in Section 5.01(2), 5.01(5) or 5.01(6) or any
Default described in Section 5.01(3) or 5.01(4) or any Master Servicing
Default unless a Responsible Officer assigned to and working in the Trustee's
corporate trust department has actual knowledge thereof or unless written
notice of any event which is in fact such an Event of Default, or Master
Servicing Default or default is received by the Trustee at the Corporate Trust
Office, and such notice references the Bonds generally, the Issuer, the Trust
Estate or this Indenture.
(e) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it. In determining that such repayment or
indemnity is not reasonably assured to it, the Trustee must consider not only
the likelihood of repayment or indemnity by or on behalf of the Issuer but
also the likelihood of repayment or indemnity from amounts payable to it from
the Trust Estate pursuant to Sections 6.07 and 8.02(d); provided, however,
that, except as provided in the first sentence of this Section 6.01(e), the
Trustee shall not refuse or fail to perform any of its duties hereunder solely
as a result of nonpayment of its reasonable fees and expenses; and provided
further, however, that nothing in this Section 6.01(e) shall be construed to
limit the exercise by the Trustee of any right or remedy permitted under this
Indenture or otherwise in the event of the Issuer's failure to pay the amounts
due the Trustee pursuant to Section 6.07.
(f) Every provision of this Indenture that in any way relates to the
Trustee is subject to the provisions of this Section.
(g) Notwithstanding any extinguishment of all right, title and
interest of the Issuer in and to the Trust Estate following an Event of
Default and a consequent declaration of acceleration of the Stated Maturity of
the Bonds, whether such extinguishment occurs through a Sale of the Trust
Estate to another Person, the acquisition of the Trust Estate by the Trustee
or otherwise, the rights, powers and duties of the Trustee with respect to the
Trust Estate (or the proceeds thereof) and the Bondholders and the rights of
Bondholders shall continue to be governed by the terms of this Indenture.
SECTION 6.02. Notice of Default.
Within 90 days after the occurrence of any Default known to the
Trustee, the Trustee shall transmit by mail to all Holders of Bonds notice of
each such Default, unless such Default shall have been cured or waived;
provided, however, that except in the case of a Default of the type described
in Section 5.01(1), the Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interests of the
Holders of the Bonds; and provided, further, that in the case of any Default
of the character specified in Section 5.01(3) or 5.01(4) no such notice to
Holders of the Bonds shall be given until at least 30 days after the
occurrence thereof. Concurrently with the mailing of any such notice to the
Holders of the Bonds, the Trustee shall transmit by mail a copy of such notice
to the Rating Agencies.
SECTION 6.03. Rights of Trustee.
Except as otherwise provided in Section 6.01 hereof:
(a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officer's Certificate,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note or other paper or document believed by
it to be genuine and to have been signed or presented by the proper party or
parties;
(b) any request or direction of the Issuer mentioned herein shall be
sufficiently evidenced by an Issuer Request or Issuer Order, and any
resolution of the board of directors may be sufficiently evidenced by a
written resolution;
(c) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith
on its part, rely upon an Officers' Certificate or the Officer's Certificate
of the Master Servicer;
(d) the Trustee may consult with counsel, and the written advice of
such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon;
(e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture or to institute, conduct or
defend any litigation hereunder at the request or direction of any of the
Bondholders pursuant to this Indenture, unless such Bondholders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction; the right of the Trustee to perform any discretionary
act enumerated in this Agreement shall not be construed as a duty, and the
Trustee shall not be answerable for other than its own negligence or willful
misconduct in the performance of any such act;
(f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
note or other paper or document, but the Trustee, in its discretion may make
such further inquiry or investigation into such facts or matters as it may see
fit, and if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled, on reasonable prior notice to the Issuer,
to examine the books, records and premises of the Issuer, personally or by
agent or attorney, during the Issuer's normal business hours; provided that
the Trustee shall and shall cause its agents to hold in confidence all such
information except to the extent disclosure may be required by law and except
to the extent that the Trustee, in its sole judgment, may determine that such
disclosure is consistent with its obligations hereunder;
(g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys or a custodian, provided, however, that the Trustee shall remain
liable for the execution and performance of any powers and duties by the
Trustee directly or by or through agents or attorneys appointed and supervised
by the Trustee hereunder;
(h) the Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights
or powers;
(i) prior to the time that one of its Responsible Officers obtains
actual knowledge of a Master Servicing Default as defined in the Master
Servicing Agreement or a failure by the Master Servicer thereunder which with
notice and the passage of time will become a Master Servicing Default, the
Trustee shall not be responsible for taking action with respect thereto;
(j) the Trustee shall not be responsible for supervising, monitoring
or reviewing the Master Servicer's performance of its duties under the Master
Servicing Agreement except to the extent of determining (1) that the periodic
reports, certificates and opinions required to be delivered by the Master
Servicer to it thereunder are delivered in timely fashion and conform to the
requirements of the Master Servicing Agreement and (ii) that the amounts
received by it from the Master Servicer for deposit in the Distribution
Account during any month are as shown in the Master Servicer's report for such
month; and
(k) the provisions of this Section, other than clauses (e), (i) and
(j), and of Sections 6.01(b) and (c) shall apply to the Trustee as it may be
Successor Master Servicer under the Master Servicing Agreement.
SECTION 6.04. Not Responsible for Recitals or Issuance of Bonds.
The recitals contained herein and in the Bonds, except the
certificates of authentication on the Bonds, shall be taken as the statements
of the Issuer, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations with respect to the Trust
Estate or as to the validity or sufficiency of this Indenture or of the Bonds.
The Trustee shall not be accountable for the use or application by the Issuer
of the Bonds or the proceeds thereof or any money paid to the Issuer or upon
Issuer Order pursuant to the provisions hereof. The Trustee shall at no time
have any responsibility or liability for or with respect to the legality,
validity and enforceability of any Mortgage or any Mortgage Loan, or the
perfection and priority of any mortgage or the maintenance of any such
perfection and priority or for or with respect to the sufficiency of the Trust
or its ability to generate the payments to be distributed to Bondholders under
this Indenture, including, without limitation: the existence, condition and
ownership of any Mortgaged Property; the existence and enforceability of any
hazard insurance; the validity of the assignment of any Mortgage Loan to the
Trustee or of any intervening assignment; the completeness of any Mortgage
Loan; the performance or enforcement of any Mortgage Loan; the compliance by
the Seller or the Master Servicer with any warranty or representation made
under this Indenture or in any related document or the accuracy of any such
warranty or representation; any investment of monies by or at the direction of
the Master Servicer or any loss resulting therefrom, it being understood that
the Trustee shall remain responsible for any Trust property that it may hold
in its individual capacity; the acts or omissions of any of the Issuer, the
Master Servicer, any subservicer or any Mortgagor; any action of the Master
Servicer or any subservicer taken in the name of the Trustee; the failure of
the Master Servicer or any subservicer to act or perform any duties acquired
of it as agent of the Trustee hereunder; or any action by the Trustee taken at
the instruction of the Master Servicer. The Trustee shall have no
responsibility for filing any financing or continuation statement in any
public office at any time or to otherwise perfect or maintain the perfection
of any security interest or lien granted to it hereunder (unless the Trustee
shall have become the successor Master Servicer).
SECTION 6.05. May Hold Bonds.
The Trustee, any Agent, or any other agent of the Issuer, in its
individual or any other capacity, may become the owner or pledgee of Bonds
and, subject to Sections 6.08 and 6.13, may otherwise deal with the Issuer or
any Affiliate of the Issuer with the same rights it would have if it were not
the Trustee, Agent or such other agent. In particular, the Trustee may hold
the Bonds as Certificate Trustee pursuant to the Certificate.
SECTION 6.06. Money Held in Trust.
Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by this Indenture or by law.
The Trustee shall be under no liability for interest on any money received by
it hereunder except as otherwise agreed with the Issuer and except to the
extent of income or other gain on investments which are obligations of the
Trustee, in its commercial capacity, and income or other gain actually
received by the Trustee on investments, which are obligations of others.
SECTION 6.07. Compensation and Reimbursement.
The Issuer agrees to indemnify the Trustee and its agents for, and
to hold them harmless against, any loss, liability or expense incurred without
negligence or bad faith on their part, arising out of, or in connection with,
the acceptance or administration of this trust, including the costs and
expenses of defending themselves against any claim in connection with the
exercise or performance of any of their powers or duties hereunder, provided,
however that
(a) the Trustee shall have the right to consent to any counsel hired
to defend the Trustee (which consent of the Trustee shall not be unreasonably
withheld) and
(b) the Trustee shall have the right to consent to any settlement if
the amount of such settlement is less than full indemnification and the
Trustee would not be fully released from liability with respect to such action
as a result of such settlement. Any amounts payable to the Trustee and its
agents, in respect of indemnification provided by this paragraph, or pursuant
to any other right of reimbursement from the Bond Account that the Trustee and
its agents, may have hereunder in its capacity as such, including but not
limited to the following paragraph of this Section 6.07, may be withdrawn by
the Trustee from the Distribution Account as provided in Section 2(b).
As security for the performance of the obligations of the Issuer
under this Section, the Trustee shall have a lien ranking junior to the lien
of the Bonds with respect to which any claim of the Trustee under this Section
arose upon all property and funds held or collected as part of the Trust
Estate by the Trustee in its capacity as such payable pursuant to Section 2(b)
hereof. The Trustee shall not institute any Proceeding seeking the enforcement
of such lien against the Trust Estate unless such Proceeding is in connection
with a Proceeding in accordance with Article V for enforcement of the lien of
this Indenture after the occurrence of an Event of Default (other than an
Event of Default arising solely from the Issuer's failure to pay amounts due
the Trustee under this Section 6.07) and a resulting declaration of
acceleration of Stated Maturity of the Bonds which has not been rescinded and
annulled.
SECTION 6.08. Eligibility; Disqualification.
Irrespective of whether this Indenture is qualified under the TIA,
this Indenture shall always have a Trustee who satisfies the requirements of
TIA Sections 310(a)(1) and 310(a)(5). The Trustee shall always have a combined
capital and surplus as stated in Section 6.09. The Trustee shall be subject to
TIA Section 310(b).
SECTION 6.09. Trustee's Capital and Surplus.
The Trustee shall at all times have a combined capital and surplus
of at least $50,000,000 or shall be a member of a bank holding company system,
the aggregate combined capital and surplus of which is at least $50,000,000;
provided, however, that the Trustee's separate capital and surplus shall at
all times be at least the amount required by TIA Section 310(a)(2) if this
Indenture is qualified under the TIA. If the Trustee publishes annual reports
of condition of the type described in TIA Section 310(a)(2), its combined
capital and surplus for purposes of this Section 6.09 shall be as set forth in
the latest such report.
SECTION 6.10. Resignation and Removal; Appointment of Successor.
(a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.
(b) The Trustee may resign at any time by giving written notice
thereof to the Issuer. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the giving
of such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.
(c) The Trustee may be removed at any time by Act of the Holders
representing more than 50% of the aggregate Principal Amount of the Bonds.
(d) If at any time:
(1) the Trustee shall have a conflicting interest prohibited by
Section 6.08 and shall fail to resign or eliminate such conflicting
interest in accordance with Section 6.08 after written request therefor
by the Issuer or by any Bondholder; provided, however, that this Section
6.10(d)(1) shall not be operative as part of this Indenture unless and
until this Indenture is qualified under the TIA, and until such
qualification this Indenture shall be construed as if this Section
6.10(d)(1) were not contained herein; or
(2) the Trustee shall cease to be eligible under Section 6.09 or
shall become incapable of acting or shall be adjudged a bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation;
then, in any such case, (i) the Issuer by an Issuer Order may remove the
Trustee or (ii) subject to Section 5.16, any Bondholder who has been a bona
fide Holder of a Bond for at least six months may, on behalf of itself and all
others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee, unless
this Indenture is qualified under the TIA and the Trustee's duty to resign is
stayed as provided in Section 310(b) of the TIA.
(e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of the Trustee for any
cause, the Issuer, by an Issuer Order, shall promptly appoint a successor
Trustee. If within one year after such resignation, removal or incapability or
the occurrence of such vacancy a successor Trustee shall be appointed by Act
of the Holders of Bonds representing more than 50% of the aggregate Principal
Amount of the Bonds delivered to the Issuer and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee and supersede the successor Trustee
appointed by the Issuer. If no successor Trustee shall have been so appointed
by the Issuer or Bondholders and shall have accepted appointment in the manner
hereinafter provided any Bondholder who has been a bona fide Holder of a Bond
for at least six months may, on behalf of itself and all others similarly
situated petition any court of competent jurisdiction for the appointment of a
successor Trustee.
(f) The Issuer shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to the
Holders of Bonds. Each notice shall include the name of the successor Trustee
and the address of its Corporate Trust Office.
SECTION 6.11. Acceptance of Appointment by Successor.
Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Issuer and the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee. Notwithstanding the
foregoing, on request of the Issuer or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of
the retiring Trustee, and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder subject nevertheless to its lien, if any, provided for in Section
6.07. Upon request of any such successor Trustee, the Issuer shall execute and
deliver any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts.
No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible
under this Article.
SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business
of Trustee.
Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Bonds have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may
adopt such authentication and deliver the Bonds so authenticated with the same
effect as if such successor Trustee had authenticated such Bonds.
SECTION 6.13. Preferential Collection of Claim Against Issuer.
If this Indenture is qualified under the TIA, the Trustee shall be
subject to TIA Section 311(a), excluding any creditor relationship listed in
TIA Section 311(b), and a Trustee who has resigned or been removed shall be
subject to TIA Section 311(a) to the extent indicated.
SECTION 6.14. Co-trustees and Separate Trustees.
At any time or times, for the purpose of meeting the legal
requirements of the TIA or of any jurisdiction in which any of the Trust
Estate may at the time be located, the Issuer and the Trustee shall have power
to appoint, and, upon the written request of the Trustee or of the Holders of
Bonds representing more than 50% of the aggregate Principal Amount of the
Bonds with respect to which a co-trustee or separate trustee is being
appointed, the Issuer shall for such purpose join with the Trustee in the
execution, delivery and performance of all instruments and agreements
necessary or proper to appoint, one or more Persons approved by the Trustee
either to act as co-trustee, jointly with the Trustee, of all or any part of
the Trust Estate, or to act as separate trustee of any such property, in
either case with such powers as may be provided in the instrument of
appointment, and to vest in such Person or Persons in the capacity aforesaid,
any property, title, right or power deemed necessary or desirable, subject to
the other provisions of this Section. If the Issuer does not join in such
appointment within 15 days after the receipt by it of a request to do so, or
in case an Event of Default has occurred and is continuing, the Trustee alone
shall have power to make such appointment.
Should any written instrument from the Issuer be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right or power, any and
all such instruments shall, on request, be executed, acknowledged and
delivered by the Issuer. Each notice shall include the name and address of any
such co-trustee or successor trustee.
Every co-trustee or separate trustee shall, to the extent permitted
by law, but to such extent only, be appointed subject to the following terms:
(1) The Bonds shall be authenticated and delivered and all rights,
powers, duties and obligations hereunder in respect of the custody of
securities, cash and other personal property held by, or required to be
deposited or pledged with, the Trustee hereunder, shall be exercised
solely by the Trustee.
(2) The rights, powers, duties and obligations hereby conferred or
imposed upon the Trustee in respect of any property covered by such
appointment shall be conferred or imposed upon and exercised or performed
by the Trustee or by the Trustee and such co-trustee or separate trustee
jointly, as shall be provided in the instrument appointing such
co-trustee or separate trustee, except to the extent that under any law
of any jurisdiction in which any particular act is to be performed, the
Trustee shall be incompetent or unqualified to perform such act, in which
event such rights, powers, duties and obligations shall be exercised and
performed by such co-trustee or separate trustee.
(3) The Trustee at any time, by an instrument in writing executed by
it, with the concurrence of the Issuer evidenced by an Issuer Order, may
accept the resignation of or remove any co-trustee or separate trustee
appointed under this Section, and, in case of an Event of Default has
occurred and is continuing, the Trustee shall have power to accept the
resignation of, or remove, any such co-trustee or separate trustee
without the concurrence of the Issuer. Upon the written request of the
Trustee, the Issuer shall join with the Trustee in the execution,
delivery and performance of all instruments and agreements necessary or
proper to effectuate such resignation or removal. A successor to any
co-trustee or separate trustee which has resigned or has been removed may
be appointed in the manner provided in this Section.
(4) No co-trustee or separate trustee shall be required to satisfy
the eligibility requirements under Sections 6.08 and 6.09. No co-trustee
or separate trustee hereunder shall be personally liable by reason of any
act or omission of the Trustee, or any other such trustee hereunder.
(5) Any Act of Bondholders delivered to the Trustee shall be deemed
to have been delivered to each such co-trustee and separate trustee.
(6) No trustee hereunder shall be held personally liable by reason
of any act or omission of any other trustee hereunder.
SECTION 6.15. Authenticating Agents.
Upon the request of the Issuer, the Trustee shall appoint an
Authenticating Agent with power to act on its behalf and subject to its
direction in the authentication and delivery of the Bonds designated for such
authentication by the Issuer and containing provisions therein for such
authentication (or with respect to which the Issuer has made other
arrangements, satisfactory to the Trustee and such Authenticating Agent, for
notation on the Bonds of the authority of an Authenticating Agent appointed
after the initial authentication and delivery of such Bonds) in connection
with transfers and exchanges under Sections 2.06 and 2.07, if any, as fully to
all intents and purposes as though the Authenticating Agent had been expressly
authorized by those Sections to authenticate and deliver Bonds. For all
purposes of this Indenture (other than in connection with the authentication
and delivery of Bonds pursuant to Sections 2.05 and 2.12 in connection with
their initial issuance and for purposes of Section 2.08), the authentication
and delivery of Bonds by the Authenticating Agent pursuant to this Section
shall be deemed to be the authentication and delivery of Bonds "by the
Trustee". Such Authenticating Agent shall at all times be a Person that both
meets the requirements of Section 6.09 for the Trustee hereunder and has its
principal office in the Borough of Manhattan, City and State of New York.
Any Authenticating Agent shall also serve as Bond Registrar or
co-Bond Registrar, as provided in Section 2.07. Any Authenticating Agent
appointed by the Trustee pursuant to the terms of this Section 6.15 or
pursuant to the terms of any supplemental indenture shall deliver to the
Trustee as a condition precedent to the effectiveness of such appointment an
instrument accepting the trusts, duties and responsibilities of Authenticating
Agent and of Bond Registrar or co-Bond Registrar and indemnifying the Trustee
for and holding the Trustee harmless against, any loss, liability or expense
(including reasonable attorneys' fees) incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance,
administration of the trust or exercise of authority by such Authenticating
Agent, Bond Registrar or co-Bond Registrar.
Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate trust
business of any Authenticating Agent, shall be the successor of the
Authenticating Agent hereunder, if such successor corporation is otherwise
eligible under this Section, without the execution or filing of any further
act on the part of the parties hereto or the Authenticating Agent or such
successor corporation.
Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and the Issuer. The Trustee may at any
time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and the Issuer. Upon receiving
such a notice of resignation or upon such a termination, or in case at any
time any Authenticating Agent shall cease to be eligible under this Section,
the Trustee shall promptly appoint a successor Authenticating Agent, shall
give written notice of such appointment to the Issuer and shall mail notice of
such appointment to all Holders of Bonds.
The Trustee agrees, subject to Section 6.01(e), to pay to any
Authenticating Agent from time to time reasonable compensation for its
services and the Trustee shall be entitled to be reimbursed for such payments,
subject to Section 6.07. The provisions of Sections 2.10, 6.04 and 6.05 shall
be applicable to any Authenticating Agent.
SECTION 6.16. Payment of Certain Insurance Premiums.
Notwithstanding anything to the contrary contained in this
Indenture, the Trustee agrees, for the benefit of the Holders of the Bonds,
that, should it fail to receive notice from any Servicer, or the applicable
insurer, within the time period required pursuant to the related Servicing
Agreement, to the effect that any premiums due with respect to any Insurance
Policies the premiums for which are required to be paid by the Servicer or the
Master Servicer from amounts on deposit in any related escrow account, or
required to be advanced by the related Servicer the Trustee shall proceed with
diligence to make inquiries of the related Servicer, the Master Servicer, the
Issuer and the applicable insurers as to whether such premiums have been paid
at the times set forth in the related Servicing Agreement. In the event such
premiums have not been paid and the coverage provided under the related
Insurance Policy may be interrupted or adversely affected, the Trustee agrees
promptly to pay such premiums from amounts on deposit in the Distribution
Account, pursuant to Section 8.02(d) and in accordance with its obligations
under the applicable provisions of the Master Servicing Agreement.
SECTION 6.17. Limitation of Liability. The Bonds are executed by the Trustee,
not in its individual capacity but solely as Trustee of the Trust, in the
exercise of the powers and authority conferred and vested in it by this
Indenture. Each of the undertakings and agreements made on the part of the
Trustee in the Bonds is made and intended not as a personal undertaking or
agreement by the Trustee but is made and intended for the purpose of binding
only the Trust.
SECTION 6.18. Trustee May Enforce Claims Without Possession of Certificates.
All rights of action and claims under this Indenture or the Bonds may be
prosecuted and enforced by the Trustee without the possession of any of the
Bonds or the production thereof in any proceeding relating thereto, and such
preceding instituted by the Trustee shall be brought in its own name or in its
capacity as Trustee. Any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursement and advances of
the Trustee, its agents and counsel, be for the ratable benefit or the
Bondholders in respect of which such judgment has been recovered.
SECTION 6.19. Suits for Enforcement. In case an Event of Default or other
default by the Issuer hereunder, the Trustee, in its discretion, may proceed
to protect and enforce its rights and the rights of the Holders of Bonds under
this Indenture by a suit, action or proceeding in equity or at law or
otherwise, whether for the specific performance of any covenant or agreement
contained in this Indenture or in aid of the execution of any power granted in
this Indenture or for the enforcement of any other legal, equitable or other
remedy, as the Trustee, being advised by counsel, shall deem most effectual to
protect and enforce any of the rights of the Trustee and the Bondholders.
SECTION 6.20. Waiver of Bond Requirement. The Trustee shall be relieved of,
and each Bondholder hereby waives, any requirement of any jurisdiction in
which the Trust, or any part thereof, may be located that the Trustee post a
bond or other surety with any court, agency or body whatsoever.
SECTION 6.21. Waiver of Inventory, Accounting and Appraisal Requirement. The
Trustee shall be relieved of, and each Bondholder hereby waives, any
requirement of any jurisdiction in which the Trust, or any part thereof, may
be located that the Trustee file any inventory, accounting or appraisal of the
Trust with any court, agency or body at any time or in any manner whatsoever.
ARTICLE VII.
BONDHOLDERS' LISTS AND REPORTS
SECTION 7.01. Issuer to Furnish Trustee Names and Addresses of Bondholders.
(a) The Issuer shall furnish or cause to be furnished to the Trustee
or, upon request, to the Master Servicer (1) semi-annually, not less than 45
days nor more than 60 days after the Distribution Date occurring closest to
six months after the Closing Date and each Distribution Date occurring at
six-month intervals thereafter, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders of Bonds and
(ii) at such other times, as the Trustee may request in writing, within 30
days after receipt by the Issuer of any such request, a list of similar form
and content as of a date not more than 10 days prior to the time such list is
furnished; provided, however, that so long as the Trustee is the Bond
Registrar, no such list shall be required to be furnished to the Trustee.
(b) In addition to furnishing to the Trustee the Bondholder lists,
if any, required under subsection (a), the Issuer shall also furnish all
Bondholder lists, if any, required under Section 3.03 at the times required by
Section 3.03.
SECTION 7.02. Preservation of Information; Communications to Bondholders.
(a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders of Bonds
contained in the most recent list, if any, furnished to the Trustee as
provided in Section 7.01 and the names and addresses of the Holders of Bonds
received by the Trustee in its capacity as Bond Registrar. The Trustee may
destroy any list furnished to it as provided in Section 7.01 upon receipt of a
new list so furnished.
(b) If this Indenture is qualified under the TIA, Bondholders may
communicate pursuant to TIA Section 312(b) with other Bondholders with respect
to their rights under this Indenture or under the Bonds.
(c) If this Indenture is qualified under the TIA, the Issuer, the
Trustee and the Bond Registrar shall have the protection of TIA Section
312(c).
SECTION 7.03. Reports by Trustee.
(a) If this Indenture is qualified under the TIA, then within 30
days after May 15 of each year (the "reporting date"), commencing with the
year after the issuance of the Bonds, (1) in the circumstance required by TIA
Section 313(a), the Trustee shall mail to all Holders a brief report dated as
of such reporting date that complies with TIA Section 313(a), (ii) the Trustee
shall also mail to Holders of Bonds with respect to which it has made advances
any reports with respect to such advances that are required by TIA Section
313(b)(2) and (iii) the Trustee shall also mail to Holders of Bonds any
reports required by TIA Section 313(b)(1). For purposes of the information
required to be included in any such reports pursuant to TIA Sections
313(a)(3), 313(b)(1) (if applicable) or 313(b)(2), the principal amount of
indenture securities outstanding on the date as of which such information is
provided shall be the aggregate Principal Amount of the then Bonds covered by
the report. The Trustee shall comply with TIA Section 313(c) with respect to
any reports required by this Section 7.03(a).
(b) If this Indenture is qualified under the TIA, a copy of each
report required under this Section 7.03 shall, at the time of such
transmission to Holders of Bonds be filed by the Trustee with the Commission
and with each securities exchange upon which the Bonds are listed. The Issuer
will notify the Trustee when the Bonds are listed on any securities exchange.
SECTION 7.04. Reports by Issuer.
If this Indenture is qualified under the TIA, the Issuer (a) shall
file with the Trustee, within 15 days after it files them with the Commission,
copies of the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the Commission
may by rules and regulations prescribe) which the Issuer is required to file
with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 and (b) shall also comply with the other provisions of TIA Section
314(a).
SECTION 7.05. Notice to the Rating Agencies.
The Issuer shall use its best efforts promptly to provide notice to
the Rating Agencies of any of the following events of which it has actual
knowledge:
(a) any material change to or amendment of this Indenture;
(b) the occurrence of any Default or Event of Default that has not
been cured;
(c) the resignation or termination of the Trustee;
(d) the substitution of Mortgage Loans; and
(e) the final payment of Bondholders.
ARTICLE VIII.
ACCOUNTS, PAYMENTS OF INTEREST AND PRINCIPAL, AND RELEASES
SECTION 8.01. Collection of Moneys.
Except as otherwise expressly provided herein, the Trustee may
demand payment or delivery of, and shall receive and collect, directly and
without intervention or assistance of any fiscal agent or other intermediary,
all money and other property payable to or receivable by the Trustee pursuant
to this Indenture. The Trustee shall hold all such money and property received
by it as part of the Trust Estate and shall apply it as provided in this
Indenture. Except as otherwise expressly provided herein, if any default
occurred in the making of any payment or performance under any agreement or
instrument that is part of the Trust Estate, the Trustee may take such action
as may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate Proceedings. Any such action shall
be without prejudice to any right to claim a Default or Event of Default
hereunder and any right to proceed thereafter as provided in Article V.
SECTION 8.02. Distribution Account.
(a) On or prior to the Closing Date, the Issuer shall cause the
Master Servicer to establish and maintain, in the name of the Trustee, for the
benefit of the Bondholders and the Holder of the Investor Certificate, the
Pledged Accounts as provided in Section 3(g) of the Master Servicing
Agreement.
(b) [Reserved.]
(c) The Trustee shall establish and maintain, on behalf of the
Bondholders, the Distribution Account. The Trustee shall, promptly upon
receipt, deposit in the Distribution Account and retain therein the following:
(i) the aggregate amount remitted by the Master Servicer to the
Trustee pursuant to Section 3(g)(iv) of the Master Servicing Agreement;
and
(ii) any other amounts deposited hereunder which are required
to be deposited in the Distribution Account.
In the event that the Master Servicer shall remit any amount not
required to be remitted, it may at any time direct the Trustee to withdraw
such amount from the Distribution Account, any provision herein to the
contrary notwithstanding. Such direction may be accomplished by delivering an
Officer's Certificate to the Trustee which describes the amounts deposited in
error in the Distribution Account. All funds deposited in the Distribution
Account shall be held by the Trustee in trust for the Bondholders until
disbursed in accordance with this Indenture or withdrawn in accordance with
Section 2.03(b). In no event shall the Trustee incur liability other than any
liability arising out of its recklessness, bad faith or willful misconduct,
for withdrawals from the Distribution Account at the direction of the Master
Servicer.
(d) Subject to Sections 5.02 and 5.08, on each Distribution Date and
Redemption Date, the Trustee shall distribute all amounts on deposit in the
Distribution Account to Bondholders in respect of the Bonds to the extent of
amounts due and unpaid on the Bonds for principal and interest in the amounts
and in accordance with Section 2.03(b).
SECTION 8.03. General Provisions Regarding Pledged Accounts.
(a) Each Pledged Account shall relate solely to the Bonds, the
Investor Certificate and to the Mortgage Loans, Permitted Investments and
other property securing the Bonds. Funds and other property in each Pledged
Account shall not be commingled with any other moneys or property of the
Issuer or any Affiliate thereof. Notwithstanding the foregoing, the Trustee
may hold any funds or other property received or held by it as part of a
Pledged Account, other than the Distribution Account, in collective accounts
maintained by it in the normal course of its business and containing funds or
property held by it for other Persons (which may include the Issuer or an
Affiliate), provided that such accounts are under the sole control of the
Trustee and the Trustee maintains adequate records indicating the ownership of
all such funds or property and the portions thereof held for credit to each
Pledged Account.
(b) So long as no Default or Event of Default shall have occurred
and be continuing, all or a portion of the funds in the Pledged Accounts shall
be invested in Permitted Investments and reinvested by the Trustee upon
written direction of the Master Servicer, subject to the provisions of Section
3(g) of the Master Servicing Agreement. The income and gain (net of any
losses) realized from any such investment of funds on deposit in the Pledged
Accounts shall be for the benefit of the Master Servicer as provided in
Section 3(g)(viii) of the Master Servicing Agreement and shall be remitted to
it monthly as provided in the Master Servicing Agreement. The amount of any
realized losses in the Pledged Accounts incurred in respect of any such
investments shall promptly be deposited by the Master Servicer in the
applicable Pledged Account without any right of reimbursement therefor. The
Master Servicer will not direct the Trustee to make any investment of any
funds or to sell any investment held in any of the Pledged Accounts unless the
security interest Granted and perfected in such account will continue to be
perfected in such investment or the proceeds of such sale, in either case
without any further action by any Person, and, in connection with any
direction to the Trustee to make any such investment or sale, if requested by
the Trustee, the Master Servicer shall deliver to the Trustee an Opinion of
Counsel, acceptable to the Trustee, to such effect.
(c) Subject to Section 6.01(c), the Trustee shall not in any way be
held liable by reason of any insufficiency in any of the Pledged Accounts
resulting from any loss on any Permitted Investment included therein except
for losses attributable to the Trustee's failure to make payments on such
Permitted Investments issued by the Trustee, in its commercial capacity as
principal obligor and not as trustee, in accordance with their terms.
(d) If (1) the Master Servicer shall have failed to give investment
directions for any funds on deposit in the Pledged Accounts to the Trustee by
11:00 a.m. Eastern Time (or such other time as may be agreed by the Master
Servicer and Trustee) on any Business Day or (ii) a Default or Event of
Default shall have occurred and be continuing with respect to the Bonds but
the Bonds shall not have been declared due and payable pursuant to Section
5.02 or (iii) if such Bonds shall have been declared due and payable following
an Event of Default, amounts collected or receivable from the Trust Estate are
being applied in accordance with Section 5.05 as if there had not been such a
declaration, then the Trustee shall, to the fullest extent practicable, invest
and reinvest funds in the Pledged Accounts in one or more Permitted
Investments.
(e) The Trustee shall, at all times while any Bonds are outstanding,
maintain in its possession, or in the possession of an agent whose actions
with respect to such items are under the sole control of the Trustee, all
certificates or other instruments, if any, evidencing any investment of funds
in a Pledged Account. The Trustee shall relinquish possession of such items,
or direct its agent to do so, only for purposes of collecting the final
payment receivable on such investment or certificate or, in connection with
the sale of any investment held in a Pledged Account, against delivery of the
amount receivable in connection with any sale.
SECTION 8.04. Purchases of Deleted Mortgage Loans.
(a) If at any time the Issuer or the Trustee discovers or is
notified by the Master Servicer (1) that there has been a breach of any of
AmREIT's representations and warranties with respect to Mortgage Loans
contained in the Master Servicing Agreement that materially and adversely
affects the interests of the Bondholders in any Mortgage Loan, (ii) that any
of the Mortgage Documents for a Mortgage Loan has not been properly executed
by the Mortgagor or contains a material defect or (iii) that any Mortgage
Documents for a Mortgage Loan shall not have been received by the applicable
Custodian on behalf of the Trustee within the applicable time periods and in
the forms set forth in the Master Servicing Agreement, then the party
discovering such defect or omission or receiving notice thereof shall promptly
notify the other parties and the Master Servicer (other than in cases where
the Master Servicer has given notice thereof).
(b) If any defect, misrepresentation or omission described in
subsection (a) of this Section 8.04 materially and adversely affects the
interests of the Bondholders, then AmREIT, shall, pursuant to the applicable
provisions of the Master Servicing Agreement, either (1) cure any such defect,
misrepresentation or omission, (ii) remove such Mortgage Loan and substitute
in its place a Replacement Mortgage Loan or (iii) purchase the affected
Mortgage Loan, in each case at the times and in the manner set forth in the
Master Servicing Agreement.
(c) Upon any such purchase or substitution, the Issuer shall be
entitled to request a release of the Deleted Mortgage Loan from the lien of
this Indenture pursuant to Section 8.08(c) and Section 8.12.
(d) If the Issuer or AmREIT shall either (1) purchase any Mortgage
Loan it is required to purchase pursuant to the Master Servicing Agreement and
deposit the Purchase Price therefor in the Bond Account or (ii) (a) remove
such Mortgage Loan from the Trust Estate and substitute in its place a
Replacement Mortgage Loan and (b) deposit in the Bond Account any related
Substitution Amount, in each case in the manner set forth in the Master
Servicing Agreement, then the Issuer shall be deemed to have complied with all
requirements imposed upon it by this Section 8.04 with respect to such
Mortgage Loan.
(e) Each related Servicer shall, in its sole discretion, have the
right to purchase for its own account from the Trust Estate any Mortgage Loan
which is 91 days or more delinquent. Upon purchase of such Mortgage Loan by
the related Servicer, the Master Servicer and the Issuer shall have the right
to treat such Mortgage Loan as a Deleted Mortgage Loan and request the release
thereof from the lien of this Indenture pursuant to Section 8.12.
SECTION 8.05. Grant of Replacement Mortgage Loan.
The Issuer shall be permitted to substitute any Mortgage Loan for
any Mortgage Loan initially Granted to the Trustee on the Closing Date
pursuant to this Indenture as set forth in Sections 2(a)(ii) and 2(c)(iv) of
the Master Servicing Agreement.
SECTION 8.06. Reports by Trustee to Bondholders.
On each Distribution Date, upon receipt from the Master Servicer,
the Trustee shall deliver a Distribution Date Statement to each Holder of
Bonds.
SECTION 8.07. Reports by Trustee.
In addition to any statements required to be delivered or prepared
by the Trustee pursuant to Section 2.09, 8.02 or 10.01, the Trustee shall
deliver to the Issuer, within two Business Days after the request of the
Issuer, a written report setting forth the amount of each Pledged Account
established hereunder and the identity of the investments included therein.
Without limiting the generality of the foregoing, the Trustee shall, upon the
request of the Issuer, promptly transmit to the Issuer copies of all
accountings of, and information with respect to, collections furnished to it
by the Master Servicer and shall promptly notify the Issuer if on the
Distribution Date, the related Total Distribution Amount or any portion
thereof has not been received by the Trustee.
SECTION 8.08. Trust Estate; Release and Delivery of Mortgage Documents.
(a) The Trustee may, and when required by the provisions of this
Indenture shall, execute instruments in form supplied to it to release
property from the lien of this Indenture, or convey the Trustee's interest in
the same, in a manner and under circumstances which are not inconsistent with
the provisions of this Indenture and the TIA. No party relying upon an
instrument executed by the Trustee as provided in this Article VIII shall be
bound to ascertain the Trustee's authority, inquire into the satisfaction of
any conditions precedent or see to the application of any moneys.
(b) In order to facilitate the servicing of the Mortgage Loans by
the Servicers, the Master Servicer is authorized under the Master Servicing
Agreement for the benefit of the Trustee, the Bondholders and the Issuer, to
supervise, administer, monitor and oversee the servicing of the Mortgage Loans
by the Servicers and the observance and performance by the Servicers of all
services, duties, responsibilities and obligations which are to be observed or
performed by each Servicer pursuant to the respective Servicing Agreement.
(c) Upon request by a Servicer accompanied by a Request for Release
of Documents in the form of Exhibit Two to the applicable Custodial Agreement
to the effect that a Mortgage Loan has been the subject of a Prepayment in
Full or has otherwise been paid in full, together with any other items
required under Section 8.12, the Trustee shall promptly request that the
Custodian release the related Mortgage Documents and execute such other
documents as the Servicer may request to evidence satisfaction and discharge
of such Mortgage Loan.
(d) The Trustee shall, at such time as there are no Bonds
Outstanding, release all of the Trust Estate to the Issuer (other than any
cash held for the payment of the Bonds pursuant to Section 3.03 or Section
4.02), subject, however, to Section 4.01 and the rights of the Trustee under
Section 6.07.
SECTION 8.09. Amendments to the Master Servicing Agreement.
The Trustee may enter into or consent to any amendment or supplement
to the Master Servicing Agreement or waive any Master Servicing Default only
in accordance with the applicable provisions of the Master Servicing
Agreement. The Trustee may, in its discretion, decline to enter into or
consent to any such supplement or amendment or make any such waiver (i) unless
the Trustee receives an Opinion of Counsel that the interests of the Holders
would not be materially adversely affected or (ii) if its own rights, duties
or immunities would be adversely affected.
SECTION 8.10. Servicers and Master Servicer as Agents and Bailees of
Trustee.
In order to facilitate the servicing of the Mortgage Loans by the
each Servicer or by the Master Servicer, each Servicer shall deposit in a
Servicing Account proceeds of the Mortgage Loans in accordance with the
provisions of the Servicing Agreements and this Indenture, prior to the time
they are deposited into the Bond Account. In addition, on or before each
Withdrawal Date, each Servicer shall be required to remit to the Master
Servicer for deposit in the Bond Account all funds held in the related
Servicing Account that are required to be remitted to the Master Servicer in
accordance with the terms of the Servicing Agreement and the Master Servicing
Agreement. Solely for purposes of perfection under Section 9-305 of the
Uniform Commercial Code or similar provision of law in the state in which such
property is held by the Servicers or the Master Servicer, the Trustee hereby
designates the Master Servicer and each Servicer as its agents and bailees to
hold such funds with respect to the Mortgage Loans until they are deposited
into the Distribution Account as well as its agents and bailees in holding any
Mortgage Documents or other documents contained in a Trustee Mortgage File
released to it by the Custodian pursuant to Section 8.08(d), and any other
items constituting a part of the Trust Estate which from time to time come
into possession of any Servicer or the Master Servicer. It is intended that,
by the Servicers' and Master Servicer's acceptance of such agency pursuant to
the Servicing Agreements and the Master Servicing Agreement, the Trustee, as
secured party, will be deemed to have possession of such Mortgage Documents,
such moneys and such other items for purposes of Section 9-305 of the Uniform
Commercial Code or similar provision of law of the states in which such
property is held by such Servicer or the Master Servicer.
SECTION 8.11. Opinion of Counsel.
The Trustee shall be entitled to receive at least five Business
Days' notice of any action to be taken pursuant to Section 8.08(a) (other than
in connection with releases of Mortgage Loans which were the subject of a
Principal Prepayment in Full) accompanied by copies of any instruments
involved, and the Trustee shall be entitled to request an Opinion of Counsel,
in form and substance reasonably satisfactory to the Trustee, stating the
legal effect of any such action, outlining the steps required to complete the
same, and concluding that all conditions precedent to the taking of such
action have been complied with. Counsel rendering any such opinion may rely,
without independent investigation, on the accuracy and validity of any
certificate or other instrument delivered to the Trustee in connection with
any such action.
SECTION 8.12. Release of Mortgage Loans.
(a) The Issuer shall be entitled to request a release from the lien
of this Indenture of any Mortgage Loan at any time after such Mortgage Loan
has been the subject of a Principal Prepayment in Full or in accordance with
the requirements of Section 8.04 if:
(i) the related Servicer has complied with all requirements
imposed on it by Section 8.04 in connection with such Mortgage Loan (or
is deemed to have complied with such requirements by reason of the
provisions of Section 8.04(e));
(ii) at the time such release is requested, no Default or Event
of Default has occurred and is continuing; provided, however, that if a
Mortgage Loan has been the subject of a Principal Prepayment in Full,
then the Trustee shall release such Mortgage Loan from the lien of this
Indenture upon compliance with all other conditions of this subsection
(a), notwithstanding the existence of a Default or Event of Default;
(iii) the applicable Servicer, the Issuer or AmREIT delivers to
the Trustee an Officers' Certificate (A) identifying the Mortgage Loan to
be released, (B) requesting the release thereof, (C) setting forth the
amount deposited in the Bond Account with respect thereto, if any, and
(D) certifying that the conditions set forth in clauses (i) and (ii)
above have been satisfied; and
(iv) the Issuer delivers to the Trustee a certificate of fair
value if required by Section 314(d)(1) or Section 314(d)(3) of the TIA.
(b) Upon satisfaction of the conditions specified in subsection (a)
of this Section 8.12, the Trustee shall release from the lien of this
Indenture and deliver to or upon the order of the Issuer the Mortgage Loan to
be released (including all related Mortgage Documents) described in the
Request for Release.
ARTICLE IX.
SUPPLEMENTAL INDENTURES
SECTION 9.01. Supplemental Indentures Without Consent of Bondholders.
Without the consent of the Holders of any Bonds, the Issuer and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any
of the following purposes:
(1) to correct or amplify the description of any property at any
time subject to the lien of this Indenture, or better to assure, convey
and confirm unto the Trustee any property subject or required to be
subjected to the lien of this Indenture, or to subject to the lien of
this Indenture additional property;
(2) to add to the conditions, limitations and restrictions on the
authorized amount, terms and purposes of the issuance, authentication and
delivery of any Bonds, as herein set forth, additional conditions,
limitations and restrictions thereafter to be observed;
(3) to evidence the succession of another Person to the Issuer, and
the assumption by any such successor of the covenants of the Issuer
herein and in the Bonds contained;
(4) to add to the covenants of the Issuer, for the benefit of the
Holders of all Bonds or to surrender any right or power herein conferred
upon the Issuer;
(5) to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or
questions arising under this Indenture, which shall not be inconsistent
with the provisions of this Indenture, provided that such action shall
not adversely affect the interests of the Holders of the Bonds (any such
action shall be deemed not to adversely affect the interests of the
Bondholders if the Issuer delivers to the Trustee letters from each
Rating Agency to the effect that such action will not result in a
downgrading of the Bonds); or
(6) to modify, eliminate or add to the provisions of this Indenture
to such extent as shall be necessary to effect the qualification of this
Indenture under the TIA or under any similar federal statute hereafter
enacted, and to add to this Indenture such other provisions as may be
expressly required by the TIA.
The Trustee is hereby authorized to join in the execution of any
such supplemental indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into any such supplemental indenture that affects the
Trustee's own rights, duties, liabilities or immunities under this Indenture
or otherwise except to the extent required by law.
The Trustee may in its discretion determine whether or not the
rights of the Holder of Bonds would be adversely affected by any supplemental
indenture, and any such determination shall be conclusive upon the Holders of
all Bonds, whether theretofore or thereafter authenticated and delivered
hereunder. In making such determination, a supplemental indenture shall be
conclusively deemed by the Trustee not to adversely affect the Bonds if (i)
the Trustee receives a letter or other writing from each Rating Agency rating
the Bonds to the effect that execution of the supplemental indenture will not
result in any change in the current rating assigned by that Rating Agency to
the Bonds (or in the case of clause (7) above; that will not result in the
Bonds not being assigned by each agency the highest credit rating of each
agency) and (ii) the supplemental indenture effects no change in principal
priority schedules, interest rates, Redemption Prices, substitution of
Mortgage Collateral, Distribution Dates, Record Dates, terms or redemption,
the application of surplus to the payment of the Bonds or other payment terms.
The Trustee shall not be liable for any such determination made in good faith.
SECTION 9.02. Supplemental Indentures With Consent of Bondholders.
With the consent of the Holders of Bonds representing not less than
two-thirds of the aggregate Principal Amount of the Bonds by Act of said
Holders delivered to the Issuer and the Trustee, the Issuer and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to, or changing in any manner or eliminating any of
the provisions of, this Indenture or of modifying in any manner the rights of
the Holders of the Bonds under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Bond affected thereby:
(1) change the Stated Maturity of the final installment of the
principal of, or any installment of interest on, any Bond or reduce the
principal amount thereof, the Bond Interest Rate thereon or the
Redemption Price with respect thereto, change the earliest date on which
any Bond may be redeemed at the option of the Issuer, change any place of
payment where, or the coin or currency in which, any Bond or any interest
thereon is payable, or impair the right to institute suit for the
enforcement of the payment of any installment of interest due on any Bond
on or after the Stated Maturity thereof or for the enforcement of the
payment of the entire remaining unpaid principal amount of any Bond on or
after the Stated Maturity of the final installment of the principal
thereof (or, in the case of redemption, on or after the applicable
Redemption Date);
(2) reduce the percentage of the aggregate Principal Amount of the
Bonds, the consent of the Holders of which is required for any such
supplemental indenture, or the consent of the Holders of which is
required for any waiver of compliance with provisions of this Indenture
or Defaults hereunder and their consequences provided for in this
Indenture;
(3) modify any of the provisions of this Section, Section 5.14 or
Section 5.18(b) except to increase any percentage specified therein or to
provide that certain other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each Outstanding
Bond affected thereby;
(4) modify or alter the provisions of the proviso to the definition
of the term "Outstanding";
(5) permit the creation of any lien ranking prior to or on a parity
with the lien of this Indenture with respect to any part of the Trust
Estate (except for Permitted Encumbrances) or terminate the lien of this
Indenture on any property at any time subject hereto or deprive the
Holder of any Bond of the security afforded by the lien of this
Indenture; or
(6) modify any of the provisions of this Indenture in such manner as
to materially and adversely affect rights of the Holders of the Bonds to
the benefits of any provisions for the mandatory redemption of Bonds
contained herein.
The Trustee may in its discretion determine whether or not the
rights of the Holder of any Bonds would be materially and adversely affected
by any supplemental indenture and any such determination shall be conclusive
upon the Holders of all Bonds authenticated and delivered hereunder. The
Trustee shall not be liable for any such determination made in good faith.
It shall not be necessary for any Act of Bondholders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.
Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to this Section, the Trustee shall mail to the
Holders of the Bonds to which such supplemental indenture relates a notice
setting forth in general terms the substance of such supplemental indenture.
Any failure of the Trustee to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such
supplemental indenture.
SECTION 9.03. Execution of Supplemental Indentures.
In executing, consenting to or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee
shall be entitled to receive, and (subject to Section 6.01) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise. Executed copies of any supplemental indenture
permitted by this Article shall be provided by the Trustee to the Rating
Agencies.
SECTION 9.04. Effect of Supplemental Indentures.
Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes;
and every Holder of Bonds to which such supplemental indenture relates which
have theretofore been or thereafter are authenticated and delivered hereunder
shall be bound thereby.
SECTION 9.05. Conformity with Trust Indenture Act.
Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the TIA as then in effect so long as this
Indenture shall then be qualified under the TIA.
SECTION 9.06. Reference in Bonds to Supplemental Indentures.
Bonds authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and if required by the
Trustee shall, bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental indenture. If the Issuer shall so
determine, new Bonds so modified as to conform, in the opinion of the Trustee
and the Issuer, to any such supplemental indenture may be prepared and
executed by the Issuer and authenticated and delivered by the Trustee in
exchange for Bonds.
SECTION 9.07. Amendments to Deposit Trust Agreement or Master Servicing
Agreement.
The Trustee shall, upon Issuer Request, consent to any proposed
amendment to the Deposit Trust Agreement or Master Servicing Agreement, or an
amendment to or waiver of any provision of any other document relating to the
Deposit Trust Agreement or Master Servicing Agreement, such consent to be
given without the necessity of obtaining the consent of the Holders of any
Bonds upon receipt by the Trustee of:
(i) an Opinion of Counsel to the effect that such amendment or
waiver will not materially and adversely affect the interests of the
Holders of the Bonds and that all conditions precedent to such consent
specified in this Section 9.07 have been satisfied; provided, however,
that no such Opinion of Counsel shall be required if the Person
requesting the amendment obtains a letter from each Rating Agency stating
that the amendment would not result in the downgrading or withdrawal of
the respective ratings then assigned to the Bonds; it being understood
and agreed that any such letter in and of itself will not represent a
determination as to the materiality of any such amendment and will
represent a determination only as to the credit issues affecting any such
rating;
(ii) an Officers' Certificate, to which such proposed amendment
or waiver shall be attached, stating that such attached copy is the true
copy of the proposed amendment or waiver and that all conditions
precedent to such consent specified in this Section 9.07 have been
satisfied;
(iii) written confirmation from the Rating Agencies that the
implementation of the proposed amendment or waiver will not adversely
affect their rating of the Bonds; and
(iv) any other document required pursuant to Section 11.01;
provided, however, amendments to the definitions of Specified
Overcollateralization Amount, Base Specified Overcollateralization Amount,
Target Percentage and Serious Delinquencies, (each of which is contained in
the Master Servicing Agreement), may be made solely upon (i) the written
consent of the Issuer and (ii) advise of tax counsel to the Issuer.
Notwithstanding the foregoing, the Trustee may decline to consent to
a proposed waiver or amendment that adversely affects its own rights, duties
or immunities under this Indenture or otherwise.
Nothing in this Section 9.07 shall be construed to require that any
Person obtain the consent of the Trustee to any amendment or waiver or any
provision of any document where the making of such amendment or the giving of
such waiver without obtaining the consent of the Trustee is not prohibited by
this Indenture or by the terms of the document that is the subject of the
proposed amendment or waiver.
ARTICLE X.
REDEMPTION OF BONDS
SECTION 10.01. Redemption.
(a) The Bonds shall not be subject to special redemption.
(b) The Bonds shall be subject to redemption by the Issuer, in whole
but not in part, at the option of the Issuer, on any Distribution Date on or
after the Distribution Date after which the Bond Principal Balance with
respect to such Distribution Date, is 35% or less than the initial Bond
Principal Balance, on the terms and conditions specified in this subsection
(b) at the Redemption Price. If the Issuer elects to so redeem the Bonds, it
shall, no later than 30 days prior to the Distribution Date selected for such
redemption (the "Redemption Date"), deliver notice of such election to the
Trustee and either (a) deposit the Redemption Price therefor in the
Distribution Account or (b) state in such notice that the Redemption Price
will be deposited in the Distribution Account not later than 10:00 A.M. New
York City time on the applicable Redemption Date.
(c) The Bonds will be subject to mandatory redemption and retirement
by the Issuer at the Redemption Price in the event that the Servicer exercises
its option to cause the Master Servicer to conduct an auction sale of the
Mortgage Loans upon completion of such sale. Such option may be exercised by
the Servicer on any Distribution Date after the Distribution Date with respect
to which the Pool Principal Balance is equal to 10% or less of the Initial
Pool Principal Balance. To conduct such auction, the Master Servicer shall
solicit and turn over to the Trustee at least three bids for the remaining
Mortgage Loans each from a nationally recognized dealer in mortgages specified
by notice in writing from the Issuer to the Master Servicer, which dealer must
be a Person that is not an affiliate of the Master Servicer. The Trustee shall
accept the highest such bid submitted provided, further, that the price to be
paid for the remaining Mortgage Loans shall not be less than the aggregate
outstanding principal balance of the Mortgage Loans plus accrued but unpaid
interest thereon to the sale date, plus all amounts due by the Issuer to the
Trustee, the Master Servicer, the Servicer, the Special Servicer, AmREIT and
plus the amount of any other claims against the Issuer then outstanding,
regardless of whether said claims are enforceable in a court of law or equity.
In addition, in order to exercise the option to cause the Master Servicer to
conduct an auction sale of the Mortgage Loans, in the manner set forth above,
prior to soliciting such bids, the Servicer shall provide the Issuer with
notice 90 days' prior to the exercise of such option. Prior to accepting the
highest bid as set forth in the second preceding sentence, the Trustee shall
first offer the Mortgage Loans to the Depositor at the same price as such
highest bid. In the event that no acceptable bids are received, the Trustee
shall reconduct an auction quarterly.
(d) In effecting any redemption pursuant to subsections (b) or (c),
concurrent with the notice provided for therein, the Issuer shall deliver an
Issuer Order directing the Trustee to effect such redemption, any
certification and opinion required pursuant to Section 11.01 and a form of
redemption notice. All Bonds so redeemed shall be due and payable on such
Redemption Date upon the giving of the notice thereof required by Section
10.02.
(e) If the Issuer elects to retain and resell the Bonds, other than
to an affiliate, following any redemption pursuant to subsection (b) of this
Section 10.01, the Issuer shall be required to provide, as a condition
precedent to such sale, the opinion set forth in Section 2.12(c).
SECTION 10.02. Form of Redemption Notice.
Notice of redemption shall be given by the Trustee in the name of
and at the expense of the Issuer by first class mail, postage prepaid, mailed
not less than thirty days prior to the applicable Redemption Date (but in no
event prior to the date on which the Redemption Price with respect to the
Bonds to be redeemed pursuant to Section 10.01 has been deposited in the
Distribution Account or the date on which the notice of such deposit referred
to in Section 10.01 has been received by the Trustee) to each Holder of Bonds
to be redeemed, such Holders being determined as of the Record Date with
respect to the Distribution Date on which such redemption is to occur.
All notices of redemption shall state:
(1) the Redemption Date; and
(2) the fact of such payment in full, or notice that payment shall
be made by 10:00 A.M., New York City time, on the Redemption Date, and
the place where such Bonds are to be surrendered for payment of the
Redemption Price (which shall be the office or agency of the Issuer to be
maintained as provided in Section 3.02). Failure to give notice of
redemption, or any defect therein, to any Holder of any Bond selected for
redemption shall not impair or affect the validity of the redemption of
any other Bond.
SECTION 10.03. Bonds Payable on Redemption Date.
Notice of redemption having been given as provided in Section 10.02,
the Bonds or portions thereof so to be redeemed shall, on the applicable
Redemption Date, become due and payable at the Redemption Price and (unless
the Issuer shall default in the payment of the Redemption Price or elect not
to retire the Bonds so redeemed, as provided in Section 10.04) no interest
shall accrue on such Redemption Price for any period after the last day
preceding the day on which such Redemption Date occurs.
SECTION 10.04. Retention of Bonds by Issuer.
In the event that the Issuer effects a redemption of the Bonds in
accordance with the provisions of Section 10.01(b), it may elect to cause the
Bonds to remain Outstanding and not release the lien of the Indenture with
respect to the Trust Estate securing such Bonds or terminate such Bonds. If
the Issuer so elects, the Bonds shall not merge with the security therefor,
but shall remain validly Outstanding, subject to the following paragraph and
Section 10.01(e).
Notwithstanding the foregoing, no redemption of any Bond shall be
permitted without retiring it unless the Issuer shall have delivered to the
Trustee an Opinion of Counsel that such redemption without retirement will not
adversely affect the status of any Bond, for federal income tax purposes, as
debt of the Person that is considered the beneficial owner of the Mortgage
Loans.
ARTICLE XI.
MISCELLANEOUS
SECTION 11.01. Compliance Certificates and Opinions.
Upon any application or request by the Issuer to the Trustee to take
any action under any provision of this Indenture, the Issuer shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate
or opinion need be furnished.
Every certificate, opinion or letter with respect to compliance with
a condition or covenant provided for in this Indenture (including one
furnished pursuant to specific requirements of this Indenture relating to a
particular application or request) shall include:
(1) a statement that each individual signing such certificate,
opinion or letter has read such covenant or condition and the definitions
herein relating thereto;
(2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate, opinion or letter are based;
(3) a statement that, in the opinion of each such individual, he or
she has made such examination or investigation as is necessary to enable
such individual to express an informed opinion as to whether or not such
covenant or condition has been complied with; and
(4) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.
SECTION 11.02. Form of Documents Delivered to Trustee.
In any case where several matters are required to be certified by,
or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and
one or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents
Any certificate or opinion of an officer of the Issuer may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his other certificate
or opinion is based are erroneous. Any such Issuer certificate or Opinion of
Counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an Authorized Officer or
Officers of the Owner Trustee or a certificate of the officers of the
Depositor or the manager of the Issuer, stating that the information with
respect to such factual matters is in the possession of the Owner Trustee, or
the Depositor or the manager of the Issuer, unless such officer or counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous. Any
Opinion of Counsel may be based on the written opinion of other counsel, in
which event such Opinion of Counsel shall be accompanied by a copy of such
other counsel's opinion and shall include a statement to the effect that such
counsel believes that such counsel and the Trustee may reasonably rely upon
the opinion of such other counsel.
Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.
Wherever in this Indenture, in connection with any application or
certificate or report to the Trustee, it is provided that the Issuer shall
deliver any document as a condition of the granting of such application, or as
evidence of the Issuer's compliance with any term hereof, it is intended that
the truth and accuracy, at the time of the granting of such application or at
the effective date of such certificate or report (as the case may be), of the
facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to
the sufficiency of such certificate or report. The foregoing shall not,
however, be construed to affect the Trustee's right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as
provided in Section 6.01(b)(2).
Whenever in this Indenture it is provided that the absence of the
occurrence and continuation of a Default or Event of Default is a condition
precedent to the taking of any action by the Trustee at the request or
direction of the Issuer, then, notwithstanding that the satisfaction of such
condition is a condition precedent to the Issuer's right to make such request
or direction, the Trustee shall be protected in acting in accordance with such
request or direction if it does not have knowledge of the occurrence and
continuation of such Default or Event of Default as provided in Section
6.01(d).
SECTION 11.03. Acts of Bondholders.
(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Bondholders may be embodied in any evidence by one or more instruments of
substantially similar tenor signed by such Bondholders in person or by an
agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee, and, where it is hereby expressly
required, to the Issuer. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as
the "Act" of the Bondholders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Section
6.01) conclusive in favor of the Trustee and the Issuer, if made in the manner
provided in this Section.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer
authorized by law to take acknowledgements of deeds, certifying that the
individual signing such instrument or writing acknowledged to him or her the
execution thereof. Whenever such execution is by an officer of a corporation
or a member of a partnership on behalf of such corporation or partnership,
such certificate or affidavit shall also constitute sufficient proof of his or
her authority.
(c) The ownership of Bonds shall be proved by the Bond Register.
(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Bonds shall bind the Holder of
every Bond issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof, in respect of anything done, omitted or suffered
to be done by the Trustee or the Issuer in reliance thereon, whether or not
any notation of such action is made upon such Bonds.
SECTION 11.04. Notices, etc. to Trustee and Issuer.
Any request, demand, authorization, direction, notice, consent,
waiver or Act of Bondholders or other documents provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with:
(1) the Trustee by any Bondholder or by the Issuer shall be
sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with and received by the Trustee at its
Corporate Trust Office;
(2) the Issuer by the Trustee or by any Bondholder shall be
sufficient for every purpose hereunder (except as provided in
Sections 5.01(3) and (4)) if in writing and mailed, first-class,
postage prepaid, to the Issuer addressed to it c/o Wilmington Trust
Company, as Owner Trustee, Rodney Square North, 1100 N. Market
Street, Wilmington, DE 19890-0001, Attention: Corporate Trust
Administration, or at any other address previously furnished in
writing to the Trustee by the Issuer; or
(3) any Rating Agency by the Trustee, the Issuer or the Master
Servicer shall be sufficient for every purpose hereunder if made,
given, furnished or filed in writing to or with and received by such
Rating Agency at the address specified therefor in the definition
corresponding to the name of such Rating Agency.
SECTION 11.05. Notices and Reports to Bondholders; Waiver of Notices.
Where this Indenture provides for notice to Bondholders of any event
or the mailing of any report to Bondholders, such notice or report shall be
sufficiently given (unless otherwise herein expressly provided) if mailed,
first-class, postage prepaid, to each Bondholder affected by such event or to
whom such report is required to be mailed, at the address of such Bondholder
as it appears on the Bond Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice or
the mailing of such report. In any case where a notice or report to
Bondholders is mailed in the manner provided above, neither the failure to
mail such notice or report, nor any defect in any notice or report so mailed,
to any particular Bondholder shall affect the sufficiency of such notice or
report with respect to other Bondholders, and any notice or report which is
mailed in the manner herein provided shall be conclusively presumed to have
been duly given or provided.
Where this Indenture provides for notice in any manner, such notice
may be waived in writing by any Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waiver of notice by any Bondholder shall be filed with the Trustee,
but such filing shall not be a condition precedent to the validity of any
action taken in reliance upon such waiver.
In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event to Bondholders when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving
such notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice.
Where this Indenture provides for notice to Bondholders of any
event, such notice shall also be sent to S&P, so long as S&P is a Rating
Agency and to Duff & Phelps so long as Duff & Phelps is a Rating Agency.
SECTION 11.06. Rules by Trustee and Agents.
The Trustee may make reasonable rules for any meeting of
Bondholders. Any Agent may make reasonable rules and set reasonable
requirements for its functions.
SECTION 11.07. Conflict with Trust Indenture Act.
If this Indenture is qualified under the TIA and any provision
hereof limits, qualifies or conflicts with another provision hereof which is
required to be included in this Indenture by any of the provisions of the TIA,
such required provision shall control.
SECTION 11.08. Effect of Headings and Table of Contents.
The Article and Section headings herein and the Table of Contents
are for convenience only and shall not affect the construction hereof.
SECTION 11.09. Successors and Assigns.
All covenants and agreements in this Indenture by the Issuer shall
bind its successors and assigns, whether so expressed or not.
SECTION 11.10. Separability.
In case any provision in this Indenture or in the Bonds shall be
invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.
SECTION 11.11. Benefits of Indenture.
Except as provided in Section 12.01(i) hereof, nothing in this
Indenture or in the Bonds, expressed or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, any separate
trustee or co-trustee appointed under Section 6.14 and the Bondholders, any
benefit or any legal or equitable right, remedy or claim under this Indenture.
SECTION 11.12. Legal Holidays.
In any case where the date of any Distribution Date, Redemption Date
or any other date on which principal of, or interest on, any Bond is proposed
to be paid shall not be a Business Day, then (notwithstanding any other
provision of the Bonds or this Indenture) payment need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the nominal date of any such Distribution Date,
Redemption Date or other date for the payment of principal of, or interest on,
any Bond, as the case may be, and no interest shall accrue for the period from
and after any such nominal date, provided such payment is made in full on such
next succeeding Business Day.
SECTION 11.13. Governing Law.
THIS INDENTURE AND EACH BOND SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE BONDHOLDERS
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 11.14. Counterparts.
This instrument may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.
SECTION 11.15. Recording of Indenture.
This Indenture is subject to recording in any appropriate public
recording office, such recording to be effected by the Issuer and at its
expense in compliance with any Opinion of Counsel delivered pursuant to
Section 2.12(c) or Section 3.06.
SECTION 11.16. Issuer Obligation.
No recourse may be taken, directly or indirectly, against (i) the
Bank, (ii) any incorporator, subscriber to the capital stock, stockholder,
officer or director of the Bank or of any predecessor or successor of the
Bank, (iii) any holder of a beneficial interest in the Issuer (solely in its
capacity as such), (iv) any incorporator, subscriber to the capital stock,
stockholder, partner, beneficiary, agent, officer, director, employee, or
successor or assign of a holder of a beneficial interest in the Issuer, (v)
the Depositor or any Affiliate thereof (other than the Issuer) or (vi) any
incorporator, subscriber to the capital stock, stockholder, officer, director
or employee of the Trustee or any predecessor or successor of the Trustee with
respect to the Issuer's obligation with respect to the Bonds or the obligation
of the Issuer or the Trustee under this Indenture or any certificate or other
writing delivered in connection herewith or therewith.
SECTION 11.17. Inspection.
The Issuer agrees that, on reasonable prior notice, it will permit
any representative of the Trustee, during the Issuer's normal business hours,
to examine all books of account, records, reports and other papers of the
Issuer, to make copies and extracts therefrom, to cause such books to be
audited by Independent Accountants selected by the Trustee, as the case may
be, and to discuss its affairs, finances and accounts with its officers,
employees and Independent Accountants (and by this provision the Issuer hereby
authorizes its Accountants to discuss with such representatives such affairs,
finances and accounts), all at such reasonable times and as often as may be
reasonably requested. Any reasonable expense incident to the exercise by the
Trustee of any rights under this Section 11.17 shall be borne by the Issuer.
SECTION 11.18. Usury.
The amount of interest payable or paid on any Bond under the terms
of this Indenture shall be limited to an amount which shall not exceed the
maximum nonusurious rate of interest allowed by the applicable laws of the
United States or the State of New York (whichever shall permit the higher
rate), which could lawfully be contracted for, charged or received (the
"Highest Lawful Rate"). In the event any payment of interest on any Bond
exceeds the Highest Lawful Rate, the Issuer stipulates that such excess amount
will be deemed to have been paid as a result of an error on the part of both
the Trustee, acting on behalf of the Holder of such Bond, and the Issuer, and
the Holder receiving such excess payment shall promptly, upon discovery of
such error or upon notice thereof from the Issuer or the Trustee, refund the
amount of such excess or, at the option of the Trustee, apply the excess to
the payment of principal of such Bond, if any, remaining unpaid.
SECTION 11.19. No Petition.
The Trustee, by entering into this Indenture, and each Bondholder,
by accepting a Bond, hereby covenant and agree that they will not at any time
institute against the Depositor or the Issuer, or join in any institution
against the Depositor or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States federal or state bankruptcy or similar law in connection
with any obligations relating to the Bonds, this Indenture or any of the
Operative Agreements.
24714/9 89 IN WITNESS WHEREOF, each party has caused this Indenture
to be executed by its duly authorized officer or officers as of the day and
year first above written.
AMERICAN RESIDENTIAL EAGLE BOND TRUST 1998-1
as Issuer
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but
solely as Owner Trustee
By: _______________________________________
Name:
Title:
FIRST UNION NATIONAL BANK
as Trustee
By: _______________________________________
Authorized Officer
By: _______________________________________
Name:
Title:
STATE OF DELAWARE )
) ss.:
COUNTY OF NEW CASTLE )
On the _____ day of June in the year one thousand nine hundred and
ninety-eight before me personally came ___________________, to me known, who
being by me duly sworn did depose and say that she/he resides in
__________________________, that she/he is the _______________________ of
_____________________, the corporation described in and which executed the
above instrument and that she/he signed her/his name thereto by authority of
the Board of Directors of said corporation.
[NOTARIAL SEAL]
Notary Public
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF ________________ )
On the ______ day of June, 1998, before me, a notary public in and
for said State, personally appeared ________________________________, known to
me (or proved to me on the basis of satisfactory evidence) to be a
________________________ of _________________, the corporation that executed
the within instrument, and also known to me (or proved to me on the basis of
satisfactory evidence) to be the persons who executed it on behalf of said
__________________________ corporation, and acknowledged to me that such
__________________________ corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
[NOTARIAL SEAL]
Notary Public
SCHEDULE A
Schedule of Mortgage Loans
EXHIBIT I
FORM OF CLASS A BOND
PRINCIPAL OF THIS BOND IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE PRINCIPAL AMOUNT OF THIS BOND AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THE PRINCIPAL AMOUNT OF THIS BOND
MAY BE ASCERTAINED ONLY BY OBTAINING A CONFIRMATION THEREOF FROM THE TRUSTEE
UNDER THE INDENTURE REFERRED TO BELOW.
AMERICAN RESIDENTIAL EAGLE BOND TRUST 1998-1
a Delaware Statutory Business Trust
Collateralized Mortgage Bonds
CLASS A
STATED MATURITY: [[__________]]
ISSUE DATE: June [[__]], 1998
Initial Principal
Amount of this Bond:
$___________ CERTIFICATE NUMBER 1
American Residential Eagle Bond Trust 1998-1 (the "Issuer"), a
statutory business trust formed under a deposit trust agreement dated as of
June 1, 1998 and having Wilmington Trust Company, a Delaware banking
corporation, as Owner Trustee, for value received, hereby promises to pay to
[___________________] or registered assigns, the principal sum of
________________________ ($___________) in monthly installments on the
_____________ day of each month, commencing on [[_____]] 25, 1998 (each, a
"Distribution Date"), and ending on or before May 25, 2028, (the "Stated
Maturity" of such final installment of principal), and to pay interest
(computed on the basis of a 360-day year and actual number of days elapsed on
the Bond Principal Balance (as defined in the Indenture hereinafter referred
to) of this Bond on each Distribution Date for the related period, commencing
on the immediately preceding Distribution Date (or, in the case of the first
Accrual Period, commencing on the Closing Date) and ending on the date
immediately preceding such Distribution Date, as set forth herein and in the
Indenture and the Master Servicing Agreement referred to below. If any
Distribution Date shall not be a "Business Day" (as defined in the Indenture),
payment of the amount due will be made on the next succeeding Business Day.
Installments of principal of this Bond are due and payable as
described in the Indenture and in the master servicing agreement dated as of
June 1, 1998 (the "Master Servicing Agreement"), among the Issuer, the Trustee
and the Master Servicer, as such agreement may be amended or supplemented from
time to time as permitted thereby.
The principal of, and interest on, this Bond are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. All payments made by the
Issuer with respect to this Bond shall be applied as set forth in the
Indenture. Any installment of principal or interest which is not paid when and
as due shall bear interest as described herein and in the Indenture.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Bond shall not be entitled to any
benefit under the Indenture, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, American Residential Eagle Bond Trust 1998-1 has
caused this instrument to be duly executed by its duly authorized officer.
Dated: [[______]], 1998 AMERICAN RESIDENTIAL EAGLE BOND TRUST 1998-1
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but
solely as Owner Trustee
By:____________________________________
Title:_________________________________
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Indenture.
______________________________,
as Trustee
By:_______________________________
Authorized Signatory
This Bond is one of a duly authorized issue of Bonds of the Issuer,
designated as its Collateralized Mortgage Bonds (herein called the "Bonds").
The Bonds are issuable in one or more classes; the Bonds of a particular Class
being herein called the Class A, all issued and to be issued under the
Issuer's Indenture dated as of June 1, 1998 between the Issuer and First Union
National Bank (the "Trustee", which term includes any successor Trustee under
the Indenture), which authorized the Bonds, and reference is hereby made
thereto for a statement of the respective rights thereunder of the Issuer, the
Trustee and the Holders of the Bonds of each particular Class thereof and the
terms upon which the Bonds of each Class are, and are to be, authenticated and
delivered. The Bond is one of the Class A Bonds.
All terms used in this Bond which are defined in the Indenture shall
have the meanings assigned to them in the Indenture or, if not defined
therein, in the Master Servicing Agreement or the Trust Agreement, dated as of
June 1, 1998, between the Depositor and First Union National Bank, as
Certificate Trustee (the "Certificate Trust Agreement").
The interest rate for the Class A Bonds (the "Class A Interest
Rate") for the first Distribution Date will be equal to 6.14% per annum. The
Class A Interest Rate, (I) for each Distribution Date after the first
Distribution Date and on which the Bond Principal Balance is greater than or
equal to 35% of the initial Bond Principal Balance, will be equal to the least
of (A) a per annum floating rate equal to LIBOR for the related Accrual Period
plus 0.48%, (B) 9.50% per annum and (C) the Net Funds Cap and, (II) for each
Distribution Date after which the Bond Principal Balance is less than 35% of
the initial Bond Principal Balance, will be equal to the least of (X) a per
annum floating rate equal to LIBOR for the related Accrual Period of plus
1.90%, (Y) 10.00% per annum and (Z) the Net Funds Cap.
As provided in the Indenture, the Bonds are issuable in Classes
which may vary as is provided or permitted in the Indenture. Bonds of each
Class are equally and ratably secured by the collateral pledged as security
therefor to the extent provided by the Indenture.
For each Distribution Date, the aggregate amount of each installment
of interest due and payable on the Class A Bonds will be equal to the Class A
Interest Payment Amount for such Distribution Date.
The "Class A Interest Payment Amount" means, as of any Distribution
Date, the sum of (i) one month's interest at the Class A Interest Rate on the
then outstanding Bond Principal Balance of the Class A Bonds immediately prior
to such Distribution Date, (ii) the sum of the amounts, if any, by which the
amount described in clause (i) above on each prior Distribution Date exceeded
the amount actually distributed as interest on such Bonds on such prior
Distribution Dates and was not subsequently distributed, together with, to the
extent permitted by applicable law, interest on the amount described in clause
(ii) at the Class A Interest Rate and (iii) the sum of (a) the Basis Risk
Shortfall for such Distribution Date and (b) Unpaid Basis Risk Shortfall,
together with interest thereon at the Class A Interest Rate to the extent
permitted by law.
For each Distribution Date, the aggregate amount of each installment
of principal due and payable on the Class A Bonds will be equal to such
Class's pro rata share of the Principal Distribution Amount for such
Distribution Date. The entire unpaid principal amount of this Bond shall be
due and payable, if not then previously paid, on the Stated Maturity set forth
on the face hereof.
All payments of principal of, and interest on, the Bonds shall be
made only from the Trust Estate Granted as security for the Bonds and any
other assets of the Issuer that have not been Granted as security for any
other bonds or obligations of the Issuer, and each Holder hereof, by its
acceptance of this Bond, agrees that it will have recourse solely against such
Trust Estate and such other assets of the Issuer and that neither Wilmington
Trust Company in its individual capacity, any holder of a beneficial interest
in the Issuer nor any of their respective shareholders, partners,
beneficiaries, agents, officers, directors, employees, successors or assigns
shall be personally liable for any amounts payable, or performance due, under
this Bond or the Indenture.
Payment of the then remaining unpaid principal amount of this Bond
on the Stated Maturity of its final installment of principal or on such
earlier date as the Issuer shall be required to pay the then remaining unpaid
principal amount of this Bond or payment of the Redemption Price payable on
any date as of which this Bond has been called for redemption in full, shall
be made upon presentation of this Bond to the office or agency of the Issuer
maintained for such purpose. Payments of interest on this Bond due and payable
on each Distribution Date or on any Redemption Date, to the extent this Bond
is not being paid in full, together with any installment of principal of this
Bond due and payable on each Distribution Date or the Redemption Date, to the
extent not in full payment of this Bond, shall be made by check mailed to the
Person whose name appears as the registered Holder of this Bond (or one or
more Predecessor Bonds) on the Bond Register as of the last day of the month
preceding the month in which such Distribution Date occurs (each a "Record
Date").
Checks for amounts which include installments of principal due on
this Bond shall be mailed to the Person entitled thereto at the address of
such Person as it appears on the Bond Register as of the applicable Record
Date without requiring that this Bond be submitted for notation of payment and
checks returned undelivered will be held for payment to the Person entitled
thereto, subject to the terms of the Indenture, at the office or agency in the
United States of America designated by the Issuer for such purpose pursuant to
the Indenture. Any reduction in the principal amount of this Bond (or any one
or more Predecessor Bonds) effected by any payments made on any Distribution
Date shall be binding upon all Holders of this Bond and of any Bond issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon.
If funds are expected to be available, as provided in the Indenture,
for payment in full of the then remaining unpaid principal amount of this Bond
on a Distribution Date or Redemption Date which is prior to the Stated
Maturity of the final installment of principal hereof, then the Trustee, on
behalf of the Issuer, will notify the Person who was the registered Holder
hereof on the last day of the month prior to the month in which such
Distribution Date or Redemption Date occurs, and the amount then due and
payable shall, if sufficient funds therefor are available, be payable only
upon presentation of this Bond to the office or agency of the Issuer
maintained for such purpose.
The failure of the Issuer to pay when and as due any installment of
principal of (regardless of the lapse of any grace period) any Bond shall not
constitute an Event of Default under the Indenture unless the aggregate Bond
Principal Balance exceeds the Pool Principal Balance with respect to a
Distribution Date after application of all available amounts on deposit in the
Distribution Account on such Distribution Date or unless the Bonds are not
paid in full at their Stated Maturity.
If an Event of Default as defined in the Indenture shall occur and
be continuing with respect to the Bonds, the Bonds may become or be declared
due and payable in the manner and with the effect provided in the Indenture.
If any such acceleration of maturity occurs prior to the Stated Maturity of
the final installment of principal of this Bond, the amount payable to the
Holder of this Bond will be equal to the Bond Principal Balance of this Bond
on the date this Bond becomes so due and payable, together with accrued
interest. Following the acceleration of the maturity of the Bonds, all amounts
collected as proceeds of the collateral securing the Bonds or otherwise shall
be applied as described in the Indenture. Following such acceleration,
interest on any overdue installments of interest on all Bonds shall be payable
at the rate set forth in the Indenture.
The Bonds are not prepayable or redeemable at the option or
direction of the Issuer except that the Bonds are subject to redemption in
whole, but not in part, at the option of the Issuer on any Distribution Date
after which the Bond Principal Balance with respect to such Distribution Date
is less than 35% of the initial Bond Principal Balance, at the Redemption
Price. The Bonds are also subject to redemption by the Issuer upon the
exercise by the Servicer of its right to cause the auction sale of the
Mortgage Loans on any Distribution Date after the Distribution Date with
respect to which the Pool Principal Balance is equal to 10% or less of the
Original Pool Principal Balance. Any redemption of the Bond shall be at a
price equal to 100% of the unpaid principal amount of this Bond plus accrued
and unpaid interest hereon to the date of interest redemption.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Bond may be registered on the Bond
Register of the Issuer, upon surrender of this Bond for registration of
transfer at the office or agency designated by the Issuer pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Trustee duly executed by the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more
new Bonds of the same Class, of authorized denominations and in the same
aggregate initial principal amount, will be issued to the designated
transferee or transferees.
Prior to the due presentment for registration of transfer of this
Bond, the Issuer, the Trustee, and any agent of the Issuer shall treat the
Person in whose name this Bond is registered (i) on any Record Date, for
purposes of making payments, and (ii) on any other date for any other
purposes, as the owner hereof, whether or not this Bond be overdue, and
neither the Issuer, the Trustee nor any such agent shall be affected by notice
to the contrary.
The Indenture permits, subject to the rights of the Insurer and with
certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Issuer and the rights of the
Holders of the Bonds under the Indenture at any time by the Issuer with the
consent of the Holders of Bonds representing two-thirds of the Principal
Amount of the Bonds. The Indenture also contains provisions permitting the
Holders of Bonds representing specified percentages of the aggregate Principal
Amount of the Bonds on behalf of the Holders of all the Bonds, subject to the
rights of the Insurer, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder, at the time of
the giving thereof, of this Bond (or any one or more Predecessor Bonds) shall
be conclusive and binding upon such Holder and upon all future holders of this
Bond and of any Bond issued upon the registration of transfer herefor or in
exchange herefor or in lieu hereof whether or not notation of such consent or
waiver is made upon this Bond. The Indenture also permits the Trustee, subject
to the rights of the Insurer, to amend or waive certain terms and conditions
set forth in the Indenture without the consent of the Holders of the Bonds of
any Series issued thereunder and also permits certain amendments without the
consent of Bondholders.
As provided in the Indenture, the Insurer shall have the right to
control the exercise of certain remedies set forth therein and to exercise
certain of the voting rights of the Holders of the Bonds and certain other
rights may only be exercised with the consent of the Insurer.
AS PROVIDED IN THE INDENTURE, THIS BOND AND THE INDENTURE SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.
No reference herein to the Indenture and no provision of this Bond
or of the Indenture shall alter or impair the obligation of the Issuer, which
is absolute and unconditional to the extent permitted by applicable law, to
pay the principal of, and interest on, this Bond at the times, place and rate,
and in the coin or currency herein prescribed.
EXECUTION
AMERICAN RESIDENTIAL EAGLE BOND TRUST 1998-1
COLLATERALIZED CALLABLE MORTGAGE BONDS
DEPOSIT TRUST AGREEMENT
between
AMERICAN RESIDENTIAL EAGLE, INC.,
as Depositor
and
WILMINGTON TRUST COMPANY,
as Owner Trustee
dated as of June 1, 1998
American Residential Eagle Bond Trust 1998-1
Table of Contents
Page
ARTICLE I
DEFINITIONS
1.01. Definitions............................................................1
ARTICLE II
ORGANIZATION
2.01. Name...................................................................4
2.02. Office.................................................................4
2.03. Purpose and Powers.....................................................4
2.04. Appointment of the Owner Trustee.......................................5
2.05. Initial Capital Contribution; Declaration of Trust.....................5
2.06. Issuance of Initial Investor Certificate...............................5
2.07. Liability of the Holders of the Investor Certificates..................5
2.08. Situs of Trust.........................................................6
2.09. Title to Trust Property................................................6
2.10. Representations and Warranties of the Depositor........................6
2.11. Tax Treatment..........................................................6
2.12. Investment Company.....................................................7
ARTICLE III
THE INVESTOR CERTIFICATES
3.01. The Investor Certificates..............................................7
3.02. Authentication of Investor Certificates................................7
3.03. Registration of and Limitations on Transfer and Exchange of Investor
Certificates...........................................................7
3.04. Lost, Stolen, Mutilated or Destroyed Investor Certificates............10
3.05. Persons Deemed Certificateholders.....................................10
3.06. Access to List of Certificateholders' Names and Addresses.............10
3.07. Covenants of Certificateholders to Indemnify Indenture Trustee........11
3.08. Maintenance of Office or Agency.......................................11
3.09. Certificate Paying Agent..............................................11
ARTICLE IV
PAYMENTS AND DISTRIBUTIONS
4.01. Payments.12
4.02. Method of Payment.....................................................13
4.03. Tax Returns...........................................................14
4.04. Statements to Certificateholders......................................14
4.05. Reports to Internal Revenue Service and Others........................14
ARTICLE V
AUTHORITY AND DUTIES OF THE OWNER TRUSTEE ACTION BY CERTIFICATEHOLDERS
5.01. General Authority.....................................................14
5.02. General Duties........................................................15
5.03. Action Upon Instruction...............................................15
5.04. No Duties Except as Specified under
Specified Documents or in Instructions................................15
5.05. Restrictions..........................................................16
5.06. Prior Notice to Certificateholders with Respect to Certain Matters....16
5.07. Action by Certificateholders with Respect to Certain Matters..........17
5.08. Action by Certificateholders with Respect to Bankruptcy...............17
5.09. Restrictions on Certificateholders' Power.............................17
5.10. Majority Control......................................................17
5.11. Optional Redemption...................................................18
ARTICLE VI
CONCERNING THE OWNER TRUSTEE
6.01. Acceptance of Trusts and Duties.......................................18
6.02. Furnishing of Documents...............................................19
6.03. Books and Records.....................................................19
6.04. Representations and Warranties of the Bank............................19
6.05. Reliance; Advice of Counsel...........................................20
6.06. Not Acting in Individual Capacity.....................................21
ARTICLE VII
INDEMNIFICATION BY DEPOSITOR
7.01. Trust Expenses........................................................21
7.02. Indemnification.......................................................21
7.03. Compensation..........................................................22
7.04. Lien on Trust Estate..................................................22
ARTICLE VIII
TERMINATION OF TRUST AGREEMENT
8.01. Termination of Trust Agreement........................................22
ARTICLE IX
SUCCESSOR OWNER TRUSTEES AND ADDITIONAL TRUSTEES
9.01. Resignation of Owner Trustee; Appointment of Successor................23
9.02. Appointment of Additional Trustees....................................24
ARTICLE X
MISCELLANEOUS
10.01. Supplements and Amendments...........................................24
10.02. No Legal Title to Trust Estate in Certificateholders.................25
10.03. Pledge of Collateral by Owner Trustee Is Binding.....................25
10.04. Limitations on Rights of Others......................................25
10.05. Notices..............................................................25
10.06. Severability.........................................................25
10.07. Separate Counterparts................................................26
10.08. Successors and Assigns...............................................26
10.09. Headings.............................................................26
10.10. Governing Law........................................................26
10.11. No Petition..........................................................26
ARTICLE XI
OFFICERS
11.01. Appointment of Officers..............................................26
11.02. Officers to Provide Information to the Owner Trustee.................26
Exhibit A - Form of Investor Certificate
Exhibit B - Form of Management Agreement
Exhibit C - Form of Certificate of Trust
Exhibit D - Form of Rule 144A Investment Letter
Exhibit E - Certificate of Non-foreign Status
Exhibit F - Form of Investment Letter (Non-Rule 144A)
Exhibit G - Transfer Certificate
DEPOSIT TRUST AGREEMENT dated as of June 1, 1998, by and between American
Residential Eagle, Inc., a Delaware corporation, and Wilmington Trust Company,
a Delaware banking corporation.
WHEREAS, the Depositor and the Owner Trustee desire to enter into this
Trust Agreement.
NOW THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
1.01. Definitions. For all purposes of this Agreement, the following terms
shall have the meanings set forth below:
"AGREEMENT" or "DEPOSIT TRUST AGREEMENT" means this Deposit Trust
Agreement and any amendments or modifications hereof.
"AMERICAN RESIDENTIAL" means American Residential Investment Trust, Inc.,
a Maryland corporation.
"AUTHORIZED OFFICER" means any officer of the Owner Trustee who is
authorized to act for the Owner Trustee and whose name appears on a list of
such authorized officers furnished by the Owner Trustee, as such list may be
amended or supplemented from time to time, and any Officer of the Trust who is
authorized to act pursuant to Section 11.01 of this Agreement and whose name
appears on a list furnished by the Depositor to the Owner Trustee and the Bond
Trustee, as such list may be amended or supplemented from time to time.
"BANK" means Wilmington Trust Company in its individual capacity and not
as Owner Trustee.
"BOND AGREEMENTS" mean the Indenture, the Master Servicing Agreement, the
Bonds and the Underwriting Agreement.
"BONDHOLDERS" mean the holders from time to time of the Bonds.
"BONDS" mean the American Residential Eagle Bond Trust 1998-1
Collateralized Callable Mortgage Bonds issued by the Trust under the Indenture.
"BUSINESS DAY" means any day that is not (i) a Saturday or a Sunday, or
(ii) a day on which banking institutions in the City of New York, the State of
California or the city of Wilmington, Delaware, are authorized or obligated by
law or executive order to be closed.
"BUSINESS TRUST STATUTE" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del.C. Section 3801 et seq, as the same may be amended from time to
time.
"CERTIFICATE DISTRIBUTION ACCOUNT" has the meaning specified in Section
3.09(c).
"CERTIFICATEHOLDER" or "HOLDER" means the Person in whose name an Investor
Certificate is registered in the Certificate Register except that, any Investor
Certificate registered in the name of the Issuer, the Owner Trustee or the
Indenture Trustee or any Affiliate of any of them shall be deemed not to be
outstanding and the registered Holder will not be considered a
Certificateholder or a Holder for purposes of giving any request, demand,
authorization, direction, notice, consent or waiver under the Indenture or the
Trust Agreement provided that, in determining whether the Indenture Trustee or
the Owner Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Certificates that the
Indenture Trustee or the Owner Trustee knows to be so owned shall be so
disregarded. Owners of Investor Certificates that have been pledged in
satisfaction of the Indenture Trustee or the Owner Trustee, as the case may be,
the pledgee's right so to act with respect to such Investor Certificates and
that the pledgee is not the Issuer, any other obligor upon the Investor
Certificates or any affiliate of any of the foregoing Persons.
"CERTIFICATE OF TRUST" means the Certificate of Trust to be filed by the
Owner Trustee for the Trust pursuant to Section 3810(a) of the Business Trust
Statute in the form of Exhibit C hereto.
"CERTIFICATE PAYING AGENT" means First Union National Bank.
"CERTIFICATE REGISTER" means the register maintained by the Certificate
Registrar in which the Certificate Registrar shall provide for the registration
of Certificates and of transfers and exchanges of Certificates.
"CERTIFICATE REGISTRAR" means, initially, the Bank, in its capacity as
Certificate Registrar, or any successor to the Bank in such capacity.
"CLOSING DATE" has the meaning specified in the Indenture.
"COLLATERAL" means all of the Trust Estate, including the Mortgage Loans,
rights to the Master Servicing Agreement, the Insurance Policies, the Bond
Account and the Distribution Account, that is from time to time pledged as
security for the Bonds under the Indenture.
"DEPOSITOR" means American Residential Eagle, Inc., a Delaware
corporation.
"EXPENSES" has the meaning specified in Section 7.02.
"FISCAL YEAR" means the period from each January 1 to and including the
following December 31.
"INDENTURE" means the indenture between the Trust and the Bond Trustee,
providing for the issuance of the Bonds.
"INDENTURE TRUSTEE" means First Union National Bank, a national banking
association, as the trustee designated under the Indenture.
"INVESTOR CERTIFICATES" means the equity certificates each representing
undivided beneficial interests in the Trust in substantially the form attached
hereto as Exhibit A.
"ISSUER" means the Trust created pursuant to this Agreement.
"MANAGEMENT AGREEMENT" means the agreement between the Trust and American
Residential, substantially in the form annexed as Exhibit B hereto, as such
agreement may be amended or supplemented.
"MANAGER" means the Person acting in such capacity pursuant to the
Management Agreement or its successors or assigns.
"MASTER SERVICER" means Norwest Bank Minnesota, National Association, a
national banking association, which shall manage and supervise the
administration and servicing of the Mortgage Loans securing the Bonds and the
Servicers of such Mortgage Loans, or its successors or assigns.
"MASTER SERVICING AGREEMENT" means the Master Servicing Agreement among
the Trust, the Indenture Trustee and the Master Servicer, pursuant to which the
Master Servicer will be obligated to manage and supervise the administration
and servicing of the Mortgage Loans by the Servicers, as such agreement may be
amended or supplemented from time to time as permitted thereby.
"MORTGAGE LOANS" means those floating rate, fully-amortizing conventional
mortgage loans secured by first liens on one- to four-family residences as are
Granted to the Indenture Trustee pursuant to the Indenture (including any REO
Property).
"NET PROCEEDS FROM THE BONDS" means the proceeds received by the Trust
from the issue and sale of the Bonds, less the costs and expenses incurred in
connection with the issue and sale of the Bonds.
"OFFICER" means those officers referred to in Article XI.
"OPERATIVE AGREEMENTS" mean this Agreement, the Indenture, the Management
Agreement, the Master Servicing Agreement, the Investor Certificate, the
Mortgage Loan Purchase Agreement and each other document contemplated by any of
the foregoing or this Agreement to which the Owner Trustee or the Trust is a
party.
"OWNER TRUSTEE" means Wilmington Trust Company, not in its individual
capacity but solely as trustee under this Agreement, and any successor trustee
hereunder.
"PERCENTAGE INTEREST" means, with respect to any Investor Certificate, the
percentage set forth on the face thereof.
"PERIODIC FILINGS" mean any filings or submissions that the Trust is
required to make with respect to the Bonds, including without limitation
filings pursuant to the Securities and Exchange Act of 1934, as amended, and
filings with any stock exchange or self-regulatory organization.
"PERSON" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
"PROPOSER" means the Certificateholder making a written request pursuant
to Section 5.07.
"QUALIFIED REIT SUBSIDIARY" means any subsidiary of American Residential
which satisfies the requirements of Section 856(i)(2) of the Internal Revenue
Code of 1986, as amended.
"SECRETARY OF STATE" means the Secretary of State of the State of
Delaware.
"SERVICER" means any Person acting as a Servicer under a Servicing
Agreement for the servicing of all or a portion of the Mortgage Loans pursuant
to Section 3(b) of the Master Servicing Agreement.
"SERVICING AGREEMENT" means any servicing agreement between the Master
Servicer and the related Servicer relating to servicing and/or administration
of certain Mortgage Loans as provided in Section 3(b) of the Master Servicing
Agreement.
"SINGLE CERTIFICATE" means an Investor Certificate representing a 100%
Percentage Interest.
"TRUST" means the trust established by this Agreement.
"TRUST ESTATE" means all right, title and interest of the Trust, subject
to the lien of the Indenture, in and to the Collateral and any other property
contributed by the Depositor, including without limitation all distributions,
payments, proceeds, insurance proceeds or requisition and indemnity payments
with respect thereto. Notwithstanding the foregoing, "Trust Estate" shall not
include any amounts paid or payable as compensation or indemnity to the Bank.
ARTICLE II
ORGANIZATION
2.01. Name. The trust established under this Agreement shall be referred
to as "American Residential Eagle Bond Trust 1998-1" in which name the Owner
Trustee and the Officers may conduct the activities contemplated hereby.
2.02. Office. The office of the Trust shall be in care of the Owner
Trustee, at the address set forth in Section 10.05 or at such other address
within the State of Delaware as the Owner Trustee may designate by notice to
the Certificateholders.
2.03. Purpose and Powers. The purpose of the Trust is to issue and
administer the Bonds and the Investor Certificates, to receive and own the
Collateral, to maintain and administer the Collateral, to pledge the Collateral
to secure the Bonds pursuant to the Indenture and to distribute the Net
Proceeds from the Bonds to the Depositor, all for the benefit of the
Certificateholders. In furtherance of the foregoing, the Trust shall execute
each Operative Agreement to which it is a party. The Trust shall not have power
to perform any act or engage in any business whatsoever except for the
foregoing and any activity that is both necessary to the foregoing and within
the contemplation of the Indenture.
2.04. Appointment of the Owner Trustee. The Depositor hereby appoints the
Bank as trustee of the Trust effective as of the date hereof, to have all the
rights, powers and duties set forth herein and in the Business Trust Statute.
The Owner Trustee is hereby authorized to execute the Bond Agreements and
the Management Agreement on behalf of the Trust. The Owner Trustee is hereby
authorized to take all actions required or permitted to be taken by it in
accordance with the terms of this Agreement. Effective as of the date of
execution, the Owner Trustee shall have all the rights, powers and duties set
forth herein and in the Business Trust Statute with respect to accomplishing
the purposes of the Trust.
2.05. Initial Capital Contribution; Declaration of Trust. The Depositor
hereby sells, assigns, transfers, conveys and sets over to the Trust, as of the
date hereof, the sum of $10. The Owner Trustee hereby acknowledges receipt in
trust from the Depositor, as of the date hereof, of the foregoing contribution,
which shall constitute the initial corpus of the Trust and shall be deposited
in the Certificate Distribution Account. The Owner Trustee also acknowledges on
behalf of the Trust receipt of the Mortgage Loans pursuant to Section 3 of the
Mortgage Loan Purchase Agreement, which shall constitute the Trust Estate. The
Owner Trustee hereby declares that it will hold the Trust Estate upon the
trusts set forth herein and for the use and benefit of the Certificateholders.
It is the intention of the parties hereto that the Trust constitute a business
trust under the Business Trust Statute and that this Agreement constitute the
governing instrument of such business trust. No later than the Closing Date,
the Owner Trustee shall cause the filing of the Certificate of Trust with the
Secretary of State. Except as otherwise provided in this Trust Agreement, the
rights of the Certificateholders will be those of equity owners of the Trust.
2.06. Issuance of Initial Investor Certificate. (a) Upon the formation of
the Trust by the contribution by the Depositor pursuant to Section 2.05 and
until the conveyance of the Mortgage Loans pursuant to Section 3 of the
Mortgage Loan Purchase Agreement and the issuance of the Investor Certificates,
and thereafter except as otherwise permitted hereunder, the Depositor shall be
the sole Certificateholder.
2.07. Liability of the Holders of the Investor Certificates. The Holders
of the Investor Certificates shall be jointly and severally liable directly to
and shall indemnify any injured party for all losses, claims, damages,
liabilities and expenses of the Trust (including Expenses, to the extent not
paid out of the Trust Estate); provided however, that the Holders of the
Investor Certificates shall not be liable for payments required to be made on
the Bonds or the Investor Certificates, or for any losses incurred by a
Certificateholder in the capacity of an investor in the Investor Certificates
or a Bondholder in the capacity of an investor in the Bonds. In addition, any
third party creditors of the Trust (other than in connection with the
obligations described in the following sentence for which the Holders of the
Investor Certificates shall not be liable) shall be deemed third party
beneficiaries of this paragraph. The Holders of the Investor Certificates shall
be liable for any entity level taxes imposed on the Trust. The obligations of
the Holders of the Investor Certificates under this paragraph shall be
evidenced by the Investor Certificates.
2.08. Situs of Trust. The Trust will be located and administered in the
State of Delaware. All bank accounts maintained by the Owner Trustee on behalf
of the Trust shall be located in the State of Delaware. The only office of the
Trust will be as described in Section 2.02 hereof.
2.09. Title to Trust Property. Title to all of the Trust Estate shall be
vested in the Trust as a separate legal entity until this Agreement terminates
pursuant to Article VII hereof; provided, however, that if the laws of any
jurisdiction require that title to any part of the Trust Estate be vested in
the trustee of the Trust, then title to that part of the Trust Estate shall be
deemed to be vested in the Owner Trustee or any co-trustee or separate trustee,
as the case may be, appointed pursuant to Article IX of this Agreement.
2.10. Representations and Warranties of the Depositor. The Depositor
hereby represents and warrants to the Owner Trustee as follows:
(a) Upon the receipt of the Trust Estate by the Owner Trustee on
behalf of the Trust under this Agreement, the Trust will own the Trust
Estate free and clear of any lien (other than the lien of the Indenture)
and the Owner Trustee will have the right on behalf of the Trust to grant
and deliver the Collateral to the Indenture Trustee in accordance with the
Indenture and Section 5.01 of this Agreement.
(b) The Depositor is duly incorporated and validly existing as a
corporation under the laws of the State of Delaware.
(c) This Agreement has been duly and validly authorized, executed and
delivered by, and constitutes a valid and binding agreement of, the
Depositor, enforceable in accordance with its terms, subject, as to
enforceability of remedies, to applicable bankruptcy, insolvency,
reorganization or other laws affecting creditors' rights generally and to
general principles of equity and equitable remedies (regardless of whether
the enforceability of such remedies is considered in a proceeding at law
or in equity).
2.11. Tax Treatment. It is the intention of the parties hereto that, for
federal and state income and state and local franchise tax purposes, the Trust
shall not be treated as (i) an association subject separately to taxation as a
corporation (other than as a "qualified REIT subsidiary" as defined in Section
856(i) of the Code), (ii) a "publicly traded partnership" as defined in
Treasury Regulation Section 1.7704-1 or (iii) a "taxable mortgage pool" as
defined in Section 7701(i) of the code. It is also the intention of the parties
hereto that (i) the Bonds qualify under applicable tax laws as indebtedness
secured by the Trust Estate and (ii) the Trust formed hereby be disregarded as
an entity separate from the Depositor unless and until the date when either (a)
there is more than one Investor Certificateholder or (b) any Series of Bonds is
recharacterized as an equity interest in the Trust for federal income tax
purposes. In such event, the Trust is intended to be classified as a
partnership for federal income tax purposes. The Depositor, the Owner Trustee
and the Manager and any holder of an Investor Certificate agree to report the
transactions contemplated hereby in accordance with the above stated intentions
unless and until determined to the contrary by an applicable taxing authority,
and the provisions of this Agreement shall be interpreted to further the above
stated intentions.
2.12. Investment Company. Neither the Company nor any holder of an
Investor Certificate shall take any action which would cause the Trust to
become an "investment company" which would be required to register under the
Investment Company Act.
ARTICLE III
THE INVESTOR CERTIFICATES
3.01. The Investor Certificates. The Investor Certificates shall be issued
in the form of one or more Investor Certificates each representing not less
than a 10% Percentage Interest. The Investor Certificates shall initially be
registered in the name of the Depositor. The Investor Certificates shall be
executed on behalf of the Trust by manual or facsimile signature of an
authorized officer of the Owner Trustee and authenticated in the manner
provided in Section 3.02. Investor Certificates bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign on behalf of the Trust, shall be validly
issued and entitled to the benefit of this Trust Agreement, notwithstanding
that such individuals or any of them shall have ceased to be so authorized
prior to the authentication and delivery of such Investor Certificates or did
not hold such offices at the date of authentication and delivery of such
Investor Certificates. A Person shall become a Certificateholder and shall be
entitled to the rights and subject to the obligations of a Certificateholder
hereunder upon such Person's acceptance of an Investor Certificate duly
registered in such Person's name pursuant to Section 3.03.
3.02. Authentication of Investor Certificates. The Owner Trustee shall
cause all Investor Certificates issued hereunder to be executed and
authenticated on behalf of the Trust, authenticated and delivered to or upon
the written order of the Depositor, signed by its chairman of the board, its
president or any vice president, without further corporate action by the
Depositor, in authorized denominations. No Investor Certificate shall entitle
its Holder to any benefit under this Trust Agreement or be valid for any
purpose unless there shall appear on such Investor Certificate a certificate of
authentication substantially in the form set forth in Exhibit A, executed by
the Owner Trustee or the Certificate Registrar by manual signature; such
authentication shall constitute conclusive evidence that such Investor
Certificate shall have been duly authenticated and delivered hereunder. All
Investor Certificates shall be dated the date of their authentication.
3.03. Registration of and Limitations on Transfer and Exchange of Investor
Certificates. The Certificate Registrar shall keep or cause to be kept, a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Certificate Registrar shall provide for the registration of
Investor Certificates and of transfers and exchanges of Investor Certificates
as herein provided. The Bank shall be the initial Certificate Registrar. If the
Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a
successor Certificate Registrar.
Subject to satisfaction of the conditions set forth below with respect to
the Investor Certificate, upon surrender for registration of transfer of any
Investor Certificate at the office or agency maintained pursuant to Section
3.09, the Owner Trustee or the Certificate Registrar shall execute,
authenticate and deliver in the name of the designated transferee or
transferees, one or more new Investor Certificates in authorized denominations
of a like aggregate amount dated the date of authentication by the Owner
Trustee or the Certificate Registrar. At the option of a Holder, Investor
Certificates may be exchanged for other Investor Certificates of authorized
denominations of a like aggregate amount upon surrender of the Investor
Certificates to be exchanged at the office or agency maintained pursuant to
Section 3.08.
Every Investor Certificate presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer
in form satisfactory to the Certificate Registrar duly executed by the Holder
or such Holder's attorney duly authorized in writing. Each Investor Certificate
surrendered for registration of transfer or exchange shall be cancelled and
subsequently disposed of by the Certificate Registrar in accordance with its
customary practice.
No service charge shall be made for any registration of transfer or
exchange of Investor Certificates, but the Owner Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer or
exchange of Investor Certificates.
No Person shall become a Certificateholder until it shall establish its
non-foreign status by submitting to the Certificate Paying Agent an IRS Form
W-9 and the Certificate of Non-Foreign Status set forth in Exhibit D hereto.
No transfer of an Investor Certificate shall be made unless such transfer
is exempt from the registration requirements of the Securities Act and any
applicable state securities laws or is made in accordance with said Act and
laws. In the event of any such transfer, the Certificate Registrar or the
Depositor shall prior to such transfer require the transferee to execute (i)
(a) an investment letter (in substantially the form attached hereto as Exhibit
C) in form and substance reasonably satisfactory to the Certificate Registrar
and the Depositor certifying to the Trust, the Owner Trustee, the Certificate
Registrar and the Depositor that such transferee is a "qualified institutional
buyer" under Rule 144A under the Securities Act, or (b) an investment letter
(in substantially the form attached hereto as Exhibit E), acceptable to and in
form and substance reasonably satisfactory to the Certificate Registrar and the
Depositor, which investment letters shall not be an expense of the Trust, the
Owner Trustee, the Certificate Registrar, the Master Servicer or the Depositor,
or (c) a certificate (in substantially the form attached hereto as Exhibit F)
in form and substance reasonably satisfactory to the Certificate Registrar and
the Depositor certifying that such transferee is a Person involved in the
organization or operation of the Trust or an affiliate of such a Person within
the meaning of Rule 3a-7 of the Investment Company Act of 1940, as amended
(including but not limited to the Company) and (ii) the Certificate of
Non-Foreign Status (in substantially the form attached hereto as Exhibit F)
acceptable to and in form and substance reasonably satisfactory to the
Certificate Registrar and the Depositor, which certificate shall not be an
expense of the Trust, the Owner Trustee, the Certificate Registrar or the
Depositor. The Holder of an Investor Certificate desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trust, the Owner
Trustee, the Certificate Registrar, the Master Servicer and the Depositor
against any liability that may result if the transfer is not so exempt or is
not made in accordance with such federal and state laws.
No transfer of an Investor Certificate shall be made unless the
Certificate Registrar shall have received either (i) a representation letter
from the proposed transferee of such Investor Certificate to the effect that
such proposed transferee is not an employee benefit plan subject to the
fiduciary responsibility provisions of ERISA, or Section 4975 of the Code, or a
Person acting on behalf of any such plan or using the assets of any such plan,
which representation letter shall not be an expense of the Trust, Owner
Trustee, the Certificate Registrar, the Master Servicer or the Depositor or
(ii) in the case of any such certificate presented for registration in the name
of an employee benefit plan subject to the fiduciary responsibility provisions
of ERISA, or Section 4975 of the Code (or comparable provisions of any
subsequent enactments), or a trustee of any such plan, or any other Person who
is using the assets of any such plan to effect such acquisition, an Opinion of
Counsel, in form and substance reasonably satisfactory to, and addressed and
delivered to, the Trust, the Certificate Registrar and the Depositor, to the
effect that the purchase or holding of such Investor Certificate will not
result in the assets of the Trust Estate being deemed to be "plan assets" and
subject to the fiduciary responsibility provisions of ERISA or the prohibited
transaction provisions of the Code, will not constitute or result in a
prohibited transaction within the meaning of Section 406 or Section 407 of
ERISA or Section 4975 of the Code, and will not subject the Trust, the Owner
Trustee, the Certificate Registrar or the Depositor to any obligation or
liability including obligations or liabilities under ERISA or Section 4975 of
the Code in addition to those explicitly undertaken in this Trust Agreement
which Opinion of Counsel shall not be an expense of the Trust, the Owner
Trustee, the Certificate Registrar or Depositor.
As long as two or more Persons are holders of Investor Certificates, the
Investor Certificates may only be transferred in accordance with the following
provisions: before any Investor Certificates may be transferred to any Person,
the Certificate Registrar shall have received the consent to such transfer by
holder of Investor Certificates representing ownership of more than 50% of the
beneficial interest in the Trust, excluding for this purpose the beneficial
interest represented by the Investor Certificates owned by the transferor or
(unless the transferor and its Affiliates are the only holders of Investor
Certificates) any Affiliate thereof; provided, however, that no consent shall
be required to a transfer of Investor Certificates to the Depositor upon the
Closing Date.
No offer, sale, transfer or other disposition (including pledge) of any
Investor Certificate shall be made to any transferee unless such transferee
certifies to the Certificate Registrar and the Trust that the net worth of such
transferee equals or exceeds $500,000 other than its interest in the Investor
Certificates. The foregoing requirement shall not apply to the Depositor so
long as it is the Holder of 100% of the Investor Certificates, but shall apply
to the Depositor upon any sale of a portion of the Investor Certificates.
No offer, sale, transfer or other disposition (including any pledge or
sale under a repurchase transaction) of any Investor Certificate shall be made
to any transferee unless, prior to such disposition, the proposed transferor
delivers to the Certificate Registrar and the Trust an Opinion of Counsel,
rendered by a law firm generally recognized to be qualified to opine concerning
the tax aspects of asset securitization, to the effect that such transfer
(including any disposition permitted following any default under any pledge or
repurchase transaction) will not cause the Trust to be (i) treated as an
association taxable as a corporation for federal income tax purposes (other
than a Qualified REIT Subsidiary), (ii) taxable as a taxable mortgage pool as
defined in Section 7701(i) of the Code or (iii) taxable as a "publicly traded
partnership" as defined in Treasury Regulation section 1.7704-1.
Notwithstanding the foregoing, the provisions of this paragraph shall not apply
to the initial transfer of the Investor Certificates to the Depositor.
No offer, sale, transfer or other disposition (including pledge) of any
Investor Certificate shall be made to any affiliate of the Depositor or the
Issuer, other than the initial transfer of the Investor Certificate to the
Depositor.
3.04. Lost, Stolen, Mutilated or Destroyed Investor Certificates. If (a) a
mutilated Investor Certificate is surrendered to the Certificate Registrar, or
(b) the Certificate Registrar receives evidence to its satisfaction that the
Investor Certificate has been destroyed, lost or stolen, and there is delivered
to the Certificate Registrar proof of ownership satisfactory to the Certificate
Registrar, together with such security or indemnity as required by the
Certificate Registrar and the Owner Trustee to save each of them harmless, then
in the absence of notice to the Certificate Registrar or the Owner Trustee that
such Investor Certificate has been acquired by a bona fide purchaser, the Owner
Trustee shall execute on behalf of the Trust, and the Owner Trustee or the
Certificate Registrar shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Investor Certificates, a
new Investor Certificate of like tenor and denomination. In connection with the
issuance of any new Investor Certificate under this Section 3.04, the Owner
Trustee or the Certificate Registrar may require the payment of a sum
sufficient to cover any expenses of the Owner Trustee or the Certificate
Registrar (including fees and expenses of counsel) and any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Investor Certificate issued pursuant to this Section 3.04 shall constitute
conclusive evidence of ownership in the Trust, as if originally issued, whether
or not the lost, stolen or destroyed Investor Certificate shall be found at any
time.
3.05. Persons Deemed Certificateholders. Prior to due presentation of a
Certificate for registration of transfer, the Owner Trustee, the Certificate
Registrar or any Certificate Paying Agent may treat the Person in whose name
any Investor Certificate is registered in the Certificate Register as the owner
of such Investor Certificate for the purpose of receiving distributions
pursuant to Section 4.01 and for all other purposes whatsoever, and none of the
Trust, the Owner Trustee, the Certificate Registrar or any Certificate Paying
Agent shall be bound by any notice to the contrary.
3.06. Access to List of Certificateholders' Names and Addresses. The
Certificate Registrar shall furnish or cause to be furnished to the Depositor
or the Owner Trustee, within 15 days after receipt by the Certificate Registrar
of a written request therefor from the Depositor or the Owner Trustee, a list,
in such form as the Depositor or the Owner Trustee, as the case may be, may
reasonably require, of the names and addresses of the Certificateholders as of
the most recent Record Date. Each Holder, by receiving and holding an Investor
Certificate, shall be deemed to have agreed not to hold any of the Trust, the
Depositor, the Certificate Registrar or the Owner Trustee accountable by reason
of the disclosure of its name and address, regardless of the source from which
such information was derived.
3.07. Covenants of Certificateholders to Indemnify Indenture Trustee. The
Certificateholders shall be liable to the Indenture Trustee for the payment of
the Indenture Trustee's fees, indemnity and expenses pursuant to Section 6.07
of the Indenture in the event that the Trust fails to pay such fees, indemnity
and expenses but only to the extent payable out of amounts actually received by
the Certificateholders from distributions of the Trust pursuant to Section 4.01
hereof made on or before the date of demand for such payment by the Indenture
Trustee.
3.08. Maintenance of Office or Agency. The Certificate Registrar on behalf
of the Trust, shall maintain an office or offices or agency or agencies where
Investor Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Owner Trustee in respect
of the Investor Certificates and the Operative Documents may be served. The
Certificate Registrar initially designates its office at 1100 North Market
Street, Wilmington, Delaware 19890-0001 as its office for such purposes. The
Certificate Registrar shall give prompt written notice to the Depositor and the
Certificateholders of any change in the location of the Certificate Register or
any such office or agency.
3.09. Certificate Paying Agent.
(a) The Certificate Paying Agent shall make distributions to
Certificateholders from the Certificate Distribution Account on behalf of
the Trust in accordance with the provisions of the Investor Certificates
and Section 4.01 hereof from payments remitted to the Certificate Paying
Agent by the Trustee Pursuant to Section 3.01 of the Indenture. The Trust
hereby appoints First Union National Bank as Certificate Paying Agent and
First Union National Bank hereby accepts such appointment and further
agrees that it will be bound by the provisions of this Trust Agreement
relating to the Certificate Paying Agent and shall:
(i) hold all sums held by it for the payment of amounts due with
respect to the Investor Certificates in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to such
Persons or otherwise disposed of as herein provided;
(ii) give the Owner Trustee notice of any default by the Trust
of which it has actual knowledge in the making of any payment
required to be made with respect to the Investor Certificates;
(iii) at any time during the continuance of any such default,
upon the written request of the Owner Trustee forthwith pay to the
Owner Trustee on behalf of the Trust all sums so held in Trust by
such Certificate Paying Agent;
(iv) immediately resign as Certificate Paying Agent and
forthwith pay to the Owner Trustee on behalf of the Trust all sums
held by it in trust for the payment of Investor Certificates if at
any time it ceases to meet the standards under this Section 3.09
required to be met by the Certificate Paying Agent at the time of its
appointment;
(v) comply with all requirements of the Code with respect to the
withholding from any payments made by it on any Investor Certificates
of any applicable withholding taxes imposed thereon and with respect
to any applicable reporting requirements in connection therewith;
(vi) deliver to the Owner Trustee a copy of the report to
Bondholders prepared with respect to each Payment Date by the Master
Servicer pursuant to Section 8.06 of the Indenture; and
(vii) not institute bankruptcy proceedings against the Issuer in
connection with this Trust Agreement.
(b) The Trust may revoke such power and remove the Certificate Paying
Agent if it determines in its sole discretion that the Certificate Paying
Agent shall have failed to perform its obligations under this Trust
Agreement in any material respect. First Union National Bank shall be
permitted to resign as Certificate Paying Agent upon 30 days written
notice to the Owner Trustee; provided First Union National Bank is also
resigning as Paying Agent under the Indenture at such time. In the event
that First Union National Bank shall no longer be the Certificate Paying
Agent under this Trust Agreement and Paying Agent under the Indenture, the
Owner Trustee shall appoint a successor to act as Certificate Paying Agent
(which shall be a bank or trust company) and which shall also be the
successor Paying Agent under the Indenture. The Owner Trustee shall cause
such successor Certificate Paying Agent or any additional Certificate
Paying Agent appointed by the Owner Trustee to execute and deliver to the
Owner Trustee an instrument to the effect set forth in this Section 3.09
as it relates to the Certificate Paying Agent. The Certificate Paying
Agent shall return all unclaimed funds to the Trust and upon removal of a
Certificate Paying Agent such Certificate Paying Agent shall also return
all funds in its possession to the Trust. The provisions of Sections 6.01,
6.04, 6.06 and 7.01 shall apply to the Certificate Paying Agent to the
extent applicable. Any reference in this Agreement to the Certificate
Paying Agent shall include any co-paying agent unless the context requires
otherwise.
(c) The Certificate Paying Agent shall establish and maintain with
itself a trust account (the "Certificate Distribution Account") in which
the Certificate Paying Agent shall deposit, on the same day as it is
received from the Trustee, each remittance received by the Certificate
Paying Agent with respect to payments made pursuant to the Indenture. The
Certificate Paying Agent shall make all distributions to Investor
Certificates, from moneys on deposit in the Certificate Distribution
Account.
(d) The Certificate Paying Agent shall be paid by the Indenture
Trustee.
ARTICLE IV
PAYMENTS AND DISTRIBUTIONS
4.01. Payments.
(a) Any amounts paid to the Owner Trustee by the Indenture Trustee
free and clear of the lien of the Indenture shall be applied in the
following order:
(i) to pay any amounts owing to the Owner Trustee or the Bank,
as the case may be, as then due under this Agreement;
(ii) to pay fees then due under the Management Agreement; and
(iii) to pay any operating expenses of the Trust.
Any sums remaining after such application shall be distributed monthly to
the Certificateholders pursuant to Section 3(h)(viii) of the Master Servicing
Agreement no later than the 25th day of each month or, if such day is not a
Business Day, on the next succeeding Business Day. All Net Proceeds From the
Bonds shall be distributed to, or at the direction of, the Depositor in
immediately available funds.
All payments to be made under this Agreement by the Owner Trustee shall be
made only from the income and proceeds, including Net Proceeds From the Bonds,
of the Trust Estate and only to the extent that the Owner Trustee has received
such income or proceeds. The Bank shall not be liable to the Owner, the
Indenture Trustee or the Manager for any amounts payable pursuant to this
Section 4.01 except to the extent that non-payment is due to the Owner
Trustee's acts or omissions amounting to willful misconduct or gross
negligence.
(b) In the event that any withholding tax is imposed on the
distributions (or allocations of income) to the Certificateholders, such
tax shall reduce the amount otherwise distributable to the
Certificateholders in accordance with this Section 4.01. The Certificate
Paying Agent is hereby authorized and directed to retain or cause to be
retained from amounts otherwise distributable to the Certificateholders
sufficient funds for the payment of any tax that is legally owed by the
Trust (but such authorization shall not prevent the Owner Trustee from
contesting any such tax in appropriate proceedings, and withholding
payment of such tax, if permitted by law, pending the outcome of such
proceedings). The amount of any withholding tax imposed with respect to a
Certificateholder shall be treated as cash distributed to such
Certificateholder at the time it is withheld by the Certificate Paying
Agent and remitted to the appropriate taxing authority. If there is a
possibility that withholding tax is payable with respect to a distribution
(such as a distribution to a non-U.S. Certificateholder), the Certificate
Paying Agent may in its own discretion withhold such amounts in accordance
with this paragraph (b).
(c) Distributions to Certificateholders shall be subordinated to the
creditors of the Trust, including the Bondholders.
4.02. Method of Payment. Subject to Section 8.01(c), distributions
required to be made to the Certificateholders on any Payment Date as provided
in Section 4.01 shall be made to the Certificateholders of record on the
preceding Record Date either by, in the case of any Certificateholder owning
Certificates having a Percentage Interest of 100%, wire transfer, in
immediately available funds, to the account of such Holder at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided to the Certificate Registrar appropriate written instructions at
least five Business Days prior to such Payment Date or, if not, by check mailed
to such Certificateholder at the address of such Holder appearing in the
Certificate Register.
4.03. Tax Returns. The Manager shall (a) maintain (or cause to be
maintained) the books of the Trust on a calendar year basis using the accrual
method of accounting, (b) deliver (or cause to be delivered) to each
Certificateholder as may be required by the Code and applicable Treasury
Regulations, such information as may be required to enable each
Certificateholder to prepare its federal and state income tax returns, (c)
prepare and file or cause to be prepared and filed such tax returns relating to
the Trust as may be required by the Code and applicable Treasury Regulations
(making such elections as may from time to time be required or appropriate
under any applicable state or federal statutes, rules or regulations) and (d)
collect or cause to be collected any withholding tax as described in and in
accordance with Section 4.01 of this Trust Agreement with respect to income or
distributions to Certificateholders and prepare or cause to be prepared the
appropriate forms relating thereto. The Owner Trustee shall sign all tax and
information returns prepared or caused to be prepared by the Manager pursuant
to this Section 4.03 at the request of the Manager, and in doing so shall rely
entirely upon, and shall have no liability for information or calculations
provided by, the Master Servicer or the Manager.
If the Trust is classified as a partnership for federal income tax
purposes, the Manager shall cause the Trust to (i) maintain capital accounts
and make partnership allocations in accordance with Section 704 of the code and
(ii) file Form 8832 with the Internal Revenue Service and make an election for
the Trust be classified as a partnership for federal income tax purposes. The
holder of the Investor Certificate shall be designated as the "tax matters
partner" of the Trust.
4.04. Statements to Certificateholders. On each Payment Date, the
Certificate Paying Agent shall send to each Certificateholder the statement or
statements provided to the Owner Trustee and the Certificate Paying Agent by
the Master Servicer pursuant to Section 8.06 of the Indenture with respect to
such Payment Date.
4.05. Reports to Internal Revenue Service and Others. The Trust will (i)
cause to be prepared all Periodic Filings, (ii) make such elections and file
such tax returns relating to the Trust as the Depositor may direct in a notice
delivered to the Owner Trustee in accordance with Section 10.05, and (iii)
cause to be mailed to the Depositor any or all of such reports and tax returns
within 90 days of the end of the Fiscal Year; provided, however, that the Trust
shall be deemed to be in compliance with this provision by its execution of the
Management Agreement.
ARTICLE V
AUTHORITY AND DUTIES OF THE OWNER TRUSTEE;
ACTION BY CERTIFICATEHOLDERS
5.01. General Authority. The Owner Trustee is authorized and directed to
execute and deliver the Operative Documents to which the Trust is to be a party
and each certificate or other document attached as an exhibit to or
contemplated by the Operative Documents to which the Trust is to be a party and
any amendment or other agreement or instrument described herein, as evidenced
conclusively by the Owner Trustee's execution thereof. In addition to the
foregoing, the Owner Trustee is authorized, but shall not be obligated, to take
all actions required of the Trust pursuant to the Operative Documents.
5.02. General Duties. It shall be the duty of the Owner Trustee to
discharge (or cause to be discharged) all of its responsibilities pursuant to
the terms of this Trust Agreement and to administer the Trust in the interest
of the Certificateholders, subject to the Operative Documents and in accordance
with the provisions of this Trust Agreement.
5.03. Action Upon Instruction.
(a) Subject to Article V and in accordance with the terms of the
Operative Documents, the Certificateholders may by written instruction
direct the Owner Trustee in the management of the Trust. Such direction
may be exercised at any time by written instruction of the
Certificateholders pursuant to Article V.
(b) Notwithstanding the foregoing, the Owner Trustee shall not be
required to take any action hereunder or under any Operative Document if
the Owner Trustee shall have reasonably determined, or shall have been
advised by counsel, that such action is likely to result in liability on
the part of the Owner Trustee or is contrary to the terms hereof or of any
Operative Document or is otherwise contrary to law.
(c) Whenever the Owner Trustee is unable to decide between
alternative courses of action permitted or required by the terms of this
Trust Agreement or under any Operative Document, or in the event that the
Owner Trustee is unsure as to the application of any provision of this
Trust Agreement or any Operative Document or any such provision is
ambiguous as to its application, or is, or appears to be, in conflict with
any other applicable provision, or in the event that this Trust Agreement
permits any determination by the Owner Trustee or is silent or is
incomplete as to the course of action that the Owner Trustee is required
to take with respect to a particular set of facts, the Owner Trustee shall
promptly give notice (in such form as shall be appropriate under the
circumstances) to the Certificateholders (with a copy to the Insurer)
requesting instruction as to the course of action to be adopted, and to
the extent the Owner Trustee acts in good faith in accordance with any
written instruction of the Certificateholders received, the Owner Trustee
shall not be liable on account of such action to any Person. If the Owners
Trustee shall not have received appropriate instruction within 10 days of
such notice (or within such shorter period of time as reasonably may be
specified in such notice or may be necessary under the circumstances) it
may, but shall be under no duty to, take or refrain from taking such
action not inconsistent with this Trust Agreement or the Operative
Documents, as it shall deem to be in the best interests of the
Certificateholders, and the Owner Trustee shall have no liability to any
Person for such action or inaction.
5.04. No Duties Except as Specified under Specified Documents or in
Instructions. The Owner Trustee shall not have any duty or obligation to
manage, make any payment with respect to, register, record, sell, dispose of,
or otherwise deal with the Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated
hereby to which the Owner Trustee is a party, except as expressly provided (i)
in accordance with the powers granted to and the authority conferred upon the
Owner Trustee pursuant to this Trust Agreement, and (ii) in accordance with any
document or instruction delivered to the Owner Trustee pursuant to Section
5.03; and no implied duties or obligations shall be read into this Trust
Agreement or any Operative Document against the Owner Trustee. The Owner
Trustee shall have no responsibility for filing any financing or continuation
statement in any public office at any time or to otherwise perfect or maintain
the perfection of any security interest or lien granted to it hereunder or to
prepare or file any Securities and Exchange Commission filing for the Trust or
to record this Trust Agreement or any Operative Document. The Owner Trustee
nevertheless agrees that it will, at its own cost and expense, promptly take
all action as may be necessary to discharge any liens on any part of the Trust
Estate that result from actions by, or claims against the Bank that are not
related to the ownership or the administration of the Trust Estate.
5.05. Restrictions.
(a) The Owner Trustee shall not take any action (x) that is
inconsistent with the purposes of the Trust set forth in Section 2.03 or
(y) that, to the actual knowledge of the Owner Trustee, would result in
the Trust becoming taxable as a corporation (other than as a Qualified
REIT Subsidiary) for federal income tax purposes or (z) would result in
the amendment or modification of the Operative Documents or this Trust
Agreement without the prior written consent of the Insurer. The
Certificateholders shall not direct the Owner Trustee to take action that
would violate the provisions of this Section 5.05.
(b) The Owner Trustee shall not convey or transfer any of the Trust's
properties or assets, including those included in the Trust Estate, to any
person unless (a) it shall have received an Opinion of Counsel to the
effect that such transaction will not have any material adverse tax
consequence to the Trust or any Certificateholder and (b) such conveyance
or transfer shall not violate the provisions of Section 3.09(a) of the
Indenture.
5.06. Prior Notice to Certificateholders with Respect to Certain Matters.
With respect to the following matters, the Owner Trustee shall not take action
unless at least 30 days before the taking of such action, the Owner Trustee
shall have notified the Certificateholders in writing of the proposed action
and the Certificateholders shall not have notified the Owner Trustee in writing
prior to the 30th day after such notice is given that such Certificateholders
have withheld consent or provided alternative direction:
(a) The initiation of any claim or lawsuit by the Trust (except
claims or lawsuits brought in connection with the collection of cash
distributions due and owning under the Mortgage Loans) and the compromise
of any action, claim or lawsuit brought by or against the Trust (except
with respect to the aforementioned claims or lawsuits for collection of
cash distributions due and owning under the Mortgage Loans);
(b) the election by the Trust to file an amendment to the Certificate
of Trust (unless such amendment is required to be filed under the Business
Trust Statute);
(c) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Bondholder is required;
(d) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Bondholder is not required and such
amendment materially adversely affects the interests of the
Certificateholders; or
(e) the appointment pursuant to the Indenture of a successor Bond
Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust
Agreement of a successor Certificate Registrar or Certificate Paying Agent
or the consent to the assignment by the Bond Registrar, Paying Agent,
Indenture Trustee, Certificate Registrar or Certificate Paying Agent of
its obligations under the Indenture or this Trust Agreement, as
applicable.
5.07. Action by Certificateholders with Respect to Certain Matters.
(a) The Owner Trustee shall not have the power, except upon the
direction of the Certificateholders, to (i) remove the Master Servicer
under the Master Servicing Agreement pursuant to Sections 7(a) thereof or
(ii) except as expressly provided in the Operative Documents, sell the
Mortgage Loans after the termination of the Indenture. The Owner Trustee
shall take the actions referred to in the preceding sentence only upon
written instructions signed by the Certificateholders and with the consent
of the Insurer.
(b) Upon the written request of any Certificateholder (a "Proposer"),
the Owner Trustee shall distribute promptly to all Certificateholders any
request for action or consent of Certificateholders submitted by such
Proposer, with a copy to the Manager. The Owner Trustee shall provide a
reasonable method for collecting responses to such request and shall
tabulate and report the results thereof to the Certificateholders and the
Manager. The Owner Trustee shall have no responsibility or duty to
determine if any such proposed action or consent is permitted under the
terms of this Trust Agreement or applicable law.
5.08. Action by Certificateholders with Respect to Bankruptcy. The Owner
Trustee shall not have the power to commence a voluntary proceeding in
bankruptcy relating to the Trust without the unanimous prior approval of
Certificateholders and with the consent of the Bondholders and the Owner
Trustee and the delivery to the Owner Trustee by each such Certificateholder of
a certificate certifying that such Certificateholder reasonably believes that
the Trust is insolvent. This paragraph shall survive for one year and one day
following termination of this Trust Agreement.
5.09. Restrictions on Certificateholders' Power. The Certificateholders
shall not direct the Owner Trustee to take or to refrain from taking any action
if such action or inaction would be contrary to any obligation of the Trust or
the Owner Trustee under this Trust Agreement or any of the Operative Documents
or would be contrary to Section 2.03 nor shall the Owner Trustee be obligated
to follow any such direction, if given.
5.10. Majority Control. Except as expressly provided herein, any action
that may be taken by the Certificateholders under this Trust Agreement may be
taken by the Holders of Investor Certificates evidencing not less than a
majority of the outstanding Percentage Interests of the Investor Certificates.
Except as expressly provided herein, any written notice of the
Certificateholders delivered pursuant to this Trust Agreement shall be
effective if signed by Holders of Investor Certificates evidencing not less
than a majority of the outstanding Percentage Interests of the Investor
Certificates at the time of the delivery of such notice.
5.11. Optional Redemption. Upon receipt of written instructions provided
to the Owner Trustee by the Holder or Holders of 100% of the Investor
Certificates, the Owner Trustee shall cause the Issuer to redeem the Bonds in
accordance with Section 10.01 of the Indenture and shall provide all necessary
notices on behalf of the Issuer to effect the foregoing, provided that such
Holder or Holders shall deposit with the Indenture Trustee an amount equal to
the aggregate redemption price specified under Section 10.01 of the Indenture,
which shall be applied by the Indenture Trustee solely to make such redemption
payments. The Owner Trustee shall not have the power to exercise the right of
the Issuer to redeem the Bonds pursuant to Section 10.01 of the Indenture,
except as provided above.
ARTICLE VI
CONCERNING THE OWNER TRUSTEE
6.01. Acceptance of Trusts and Duties. The Owner Trustee accepts the
trusts hereby created and agrees to perform the same but only upon the terms of
this Agreement. The Owner Trustee also agrees to disburse all moneys actually
received by it constituting part of the Trust Estate upon the terms of this
Agreement. The Bank shall not be answerable or accountable under any
circumstances, except (i) for its own willful misconduct or gross negligence,
(ii) in the case of the inaccuracy of any representation or warranty contained
in Section 6.04, (iii) for liabilities arising from the failure by the Bank to
perform obligations expressly undertaken by it in the last sentence of Section
5.04(a), or (iv) for taxes, fees or other charges on based on or measured by
any fees, commissions or compensation received by the Bank in connection with
any of the transactions contemplated by this Agreement, the Operative
Agreements or the Bonds. In particular, but not by way of limitation:
(a) The Bank shall not be liable for any error of judgment, not
constituting gross negligence, made in good faith by a responsible officer
of the Owner Trustee;
(b) The Bank shall not be liable with respect to any action taken or
omitted to be taken by the Owner Trustee in good faith in accordance with
the instructions of the Certificateholders;
(c) No provision of this Agreement shall require the Bank to expend
or risk funds or otherwise incur any financial liability in the
performance of any of the Owner Trustee's rights or powers hereunder if
the Bank shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured or provided to it;
(d) Under no circumstance shall the Bank be liable for indebtedness
evidenced by any Bond;
(e) The Bank shall not be liable with respect to any action taken or
omitted to be taken by the Manager under the Management Agreement or the
Certificate Paying Agent under this Agreement and the Bank shall not be
obligated to perform any obligations or duties under this Agreement or the
Bond Agreements which are to be performed by the Manager under the
Management Agreement or the Certificate Paying Agent or the Certificate
Registrar under this Agreement;
(f) The Bank shall not be responsible for or in respect of the
recitals herein, the validity or sufficiency of this Agreement or for the
due execution hereof by the Depositor or for the form, character,
genuineness, sufficiency, value or validity of any Collateral or for or in
respect of the validity or sufficiency of the Indenture, and the Bank
shall in no event assume or incur any liability, duty or obligation to any
Bondholder, the Depositor or to the Certificateholders, other than as
expressly provided for herein; and
(g) Under no circumstances shall the Bank be responsible for the
action or inaction of the Officers, the Manager, the Certificate Paying
Agent or the Master Servicer, nor shall the Bank be responsible for
monitoring the performance of the Officers' duties hereunder, the
Manager's duties under the Management Agreement, the Certificate Paying
Agent's duties under this Agreement or the Master Servicer's duties under
the Master Servicing Agreement.
6.02. Furnishing of Documents. The Owner Trustee will furnish to the
Manager, promptly upon receipt thereof, duplicates or copies of all reports,
notices, requests, demands, certificates, financial statements and any other
instruments furnished to the Owner Trustee hereunder or under the Bond
Agreements unless the Certificate Registrar and the Manager shall have already
received the same.
6.03. Books and Records. The Owner Trustee shall keep or cause to be kept
proper books of record and account of all the transactions under this
Agreement, including a record of the name and address of the Holders of the
Investor Certificates. The Owner Trustee shall be deemed to have complied with
this Section 6.03 by the appointment of the Manager and the Certificate Paying
Agent.
6.04. Representations and Warranties of the Bank. The Bank represents and
warrants as follows:
(a) the Bank is a banking corporation duly created, validly existing
and in good standing under the laws of the State of Delaware and has the
full corporate power, authority and legal right to execute, deliver and
perform this Agreement, the Indenture and each of the other Operative
Agreements to which the Trust is a party; the execution and delivery by
the Bank of this Agreement, and by the Owner Trustee (on behalf of the
Trust) of the Indenture and each of the other Operative Agreements to
which it is a party and the performance by the Bank or the Owner Trustee,
as the case may be, of its obligations under this Agreement have been duly
authorized by all necessary corporate action on the part of the Bank and,
assuming the due authorization, execution and delivery thereof by the
other parties thereto, this Agreement constitutes a legal, valid and
binding obligation of the Bank or the Owner Trustee, as the case may be,
enforceable against the Bank or the Owner Trustee, as the case may be, in
accordance with its terms, except that (a) the enforceability thereof may
be limited by bankruptcy, insolvency, moratorium, receivership and other
similar laws relating to creditors' rights generally and (b) the remedy of
specific performance and injunctive and other forms of equitable relief
may be subject to equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought;
(b) neither the Bank nor anyone authorized to act on its behalf has
offered any interest in and to the Trust for sale to, or solicited any
offer to acquire any of the same from, anyone;
(c) the execution and delivery by the Bank of, and the performance by
it and the Owner Trustee, as the case may be, of their obligations under
this Agreement are not in violation of any indenture, agreement or other
instrument, license, judgment or order applicable to the Bank;
(d) the execution and delivery by the Bank of, and its and the Owner
Trustee's performance of their obligations under, this Agreement do not
require the consent or approval of, the giving of notice to, or the
registration with, or the taking of any other action with respect to, any
governmental authority or agency of the State of Delaware (except as may
be required by the Delaware securities law or the Business Trust Statute
or as may be required to enforce the lien of the Indenture); and
(e) no litigation is pending or, to the best of the Bank's knowledge,
threatened against the Bank or the Owner Trustee, as the case may be, that
would materially and adversely affect the execution, delivery or
enforceability of this Agreement, the Investor Certificates, the Bonds,
the Indenture or any of the other Operative Documents, or the ability of
the Bank or the Owner Trustee, as the case may be, to perform any of its
obligations thereunder in accordance with the terms thereof.
[Reserved]
6.05. Reliance; Advice of Counsel.
(a) The Owner Trustee shall incur no liability to anyone in acting
upon any signature, instrument, notice, resolution, request, consent,
order, certificate, report, opinion, bond or other document or paper
believed by it to be genuine and believed by it to be signed by the proper
party or parties. The Owner Trustee may accept a certified copy of a
resolution of the board of directors or other governing body of any
corporate party as conclusive evidence that such resolution has been duly
adopted by such body and that the same is in full force and effect. As to
any fact or matter the manner of ascertainment of which is not
specifically prescribed herein, the Owner Trustee may for all purposes
hereof rely on a certificate, signed by the president or any vice
president and by the treasurer or any assistant treasurer or the secretary
or any assistant secretary of the relevant party, as to such fact or
matter, and such certificate shall constitute full protection to the Owner
Trustee for any action taken or omitted to be taken by it in good faith in
reliance thereon.
(b) In its exercise or administration of the trusts and powers
hereunder, including its obligations under Section 5.02(b), the Owner
Trustee may employ agents and attorneys and enter into agreements
(including the Management Agreement and the Master Servicing Agreement)
with any of them, and the Owner Trustee shall not be answerable for the
default or misconduct of any such agents or attorneys if such agents or
attorneys shall have been selected by the Owner Trustee with reasonable
care. If, and to the extent, the Depositor shall have failed to reimburse
the Trustee for all reasonable expenses incurred pursuant to this Section
6.06(b), as provided in Section 7.01, the Owner Trustee may seek
reimbursement therefor from the Trust Estate.
(c) In the administration of the trusts and performance of its duties
hereunder, the Owner Trustee may consult with counsel, accountants and
other skilled Persons to be selected and employed by it, and the Owner
Trustee shall not be liable for anything done, suffered or omitted in good
faith by it in accordance with the reasonable advice or opinion of any
such counsel, accountants or other skilled Persons. If, and to the extent,
the Depositor shall have failed to reimburse the Trustee for all
reasonable expenses incurred pursuant to this Section 6.06(c), as provided
in Section 7.01, the Owner Trustee may seek reimbursement therefor from
the Trust Estate.
6.06. Not Acting in Individual Capacity. Except as provided in this
Article VI, in accepting the trusts hereby created the Owner Trustee acts
solely as trustee hereunder and not in its individual capacity, and all persons
having any claim against the Owner Trustee by reason of the transactions
contemplated by the Bond Agreements shall look only to the Trust Estate for
payment or satisfaction thereof.
ARTICLE VII
INDEMNIFICATION BY DEPOSITOR
7.01. Trust Expenses. The Depositor shall pay (or reimburse the Bank for)
all reasonable expenses of the Owner Trustee hereunder, including, without
limitation, the reasonable compensation, expenses and disbursements of such
agents, representatives, experts and counsel as the Owner Trustee may employ in
connection with the exercise and performance of its rights and duties under the
Bond Agreements.
7.02. Indemnification. The Depositor hereby agrees to assume liability
for, and indemnify the Bank and its successors, assigns, agents and servants,
against and from, any and all liabilities, obligations, losses, damages, taxes,
claims, actions, suits, costs, expenses and disbursements (including reasonable
legal fees and expenses) of any kind and nature whatsoever (collectively,
"Expenses") which may be imposed on, incurred by or asserted at any time
against the Bank (whether or not indemnified against by other parties) in any
way relating to or arising out of this Agreement, any Bond Agreement, the
Collateral, the administration of the Trust Estate or the action or inaction of
the Owner Trustee hereunder, except only that the Depositor shall not be
required to indemnify the Bank for Expenses arising or resulting from any of
the matters described in the third sentence of Section 6.01. The indemnities
contained in this Section 7.02 shall survive the termination of this Agreement.
7.03. Compensation. The Bank shall receive as compensation for the Owner
Trustee's services hereunder such ordinary fees as shall have been separately
agreed to by the Depositor and the Owner Trustee. The Bank shall be compensated
reasonably for any extraordinary services rendered by the Owner Trustee
hereunder.
7.04. Lien on Trust Estate. The Bank shall have a lien on the Trust Estate
for any compensation or indemnity due hereunder, such lien to be subject only
to prior liens of the Indenture. The Bank shall not bring any proceedings to
foreclose on such lien if and to the extent the Trust Estate is subject to the
lien of the Indenture.
ARTICLE VIII
TERMINATION OF TRUST AGREEMENT
8.01. Termination of Trust Agreement.
(a) This Agreement and the trusts created hereby shall terminate and
the Trust Estate shall, subject to the Indenture and Section 4.01, be
distributed to the Certificateholders, and this Agreement shall be of no
further force or effect, upon the earlier of (i) the sale or other final
disposition by the Indenture Trustee or the Owner Trustee, as the case may
be, of all the Trust Estate and the final distribution by the Indenture
Trustee or the Owner Trustee, as the case may be, of all moneys or other
property or proceeds of the Trust Estate in accordance with the terms of
the Indenture and Section 4.01, and (ii) the expiration of 21 years from
the death of the survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the Court of St. James's, living
on the date of this Agreement. The bankruptcy of any Certificateholder
shall not operate to terminate this Agreement, nor entitle such
Certificateholder's legal representatives to claim an accounting or to
take any action or proceeding in any court for a partition or winding up
of the Trust Estate, nor otherwise affect the rights, obligations and
liabilities of the parties hereto.
(b) Except as provided in Section 8.01(a), neither the Depositor nor
the Certificateholders shall be entitled to revoke the Trust established
hereunder.
(c) Notice of any termination of the Trust, specifying the Payment
Date upon which Certificateholders shall surrender their Investor
Certificates to the Certificate Paying Agent for payment of the final
distribution and cancellation, shall be given by the Certificate Paying
Agent by letter to Certificateholders mailed within five Business Days of
receipt of notice of the final payment on the Bonds from the Indenture
Trustee, stating (i) the Payment Date upon or with respect to which final
payment of the Investor Certificates shall be made upon presentation and
surrender of the Investor Certificates at the office of the Certificate
Paying Agent therein designated, (ii) the amount of any such final payment
and (iii) that the Record Date otherwise applicable to such Payment Date
is not applicable, payments being made only upon presentation and
surrender of the Investor Certificates at the office of the Certificate
Payment Agent therein specified. The Certificate Paying Agent shall give
such notice to the Owner Trustee and the Certificate Registrar at the time
such notice is given to Certificateholders. Upon presentation and
surrender of the Investor Certificates, the Certificate Paying Agent shall
cause to be distributed to Certificateholders amounts distributable on
such Payment Date pursuant to Section 4.01.
In the event that all of the Certificateholders shall not surrender
their Investor Certificates for cancellation within six months after the
date specified in the above mentioned written notice, the Certificate
Paying Agent shall give a second written notice to the remaining
Certificateholders to surrender their Investor Certificates for
cancellation and receive the final distribution with respect thereto.
Subject to applicable laws with respect to escheat of funds, if within one
year following the Payment Date on which final payment of the Investor
Certificates was to have been made pursuant to Section 3.03 of the
Indenture, all the Investor Certificates shall not have been surrendered
for cancellation, the Certificate Paying Agent may take appropriate steps,
or may appoint an agent to take appropriate steps, to contact the
remaining Certificateholders concerning surrender of their Investor
Certificates, and the cost thereof shall be paid out of the funds and
other assets that shall remain subject to this Trust Agreement. Any funds
remaining in the Certificate Distribution Account after exhaustion of such
remedies shall be distributed by the Certificate Paying Agent to the
Holders of the Investor Certificates.
(d) Upon the winding up of the Trust and its termination, the Owner
Trustee shall cause the Certificate of Trust to be cancelled by filing a
certificate of cancellation with the Secretary of State in accordance with
the provisions of Section 3810 of the Business Trust Statute.
ARTICLE IX
SUCCESSOR OWNER TRUSTEES AND ADDITIONAL TRUSTEES
9.01. Resignation of Owner Trustee; Appointment of Successor.
(a) The Owner Trustee may resign at any time without cause by giving
at least 60 days' prior written notice to the Owner, such resignation to
be effective on the acceptance of appointment by a successor Owner Trustee
under (b) below. In addition, the Owner Trustee may be removed (i) at any
time by the Depositor, without cause, by an instrument in writing
delivered to the Owner Trustee, such removal to be effective upon the
acceptance of appointment by a successor Owner Trustee under Section
9.01(b) or (ii) by action of the Certificateholders holding Percentage
Interests aggregating at least 66 2/3%. In case of the resignation or
removal of the Owner Trustee, the Depositor may appoint a successor Owner
Trustee by an instrument signed by the Depositor. If a successor Owner
Trustee shall not have been appointed within 30 days after the giving of
written notice of such resignation or the delivery of the written
instrument with respect to such removal, the Owner Trustee or the
Depositor may apply to any court of competent jurisdiction to appoint a
successor Owner Trustee to act until such time, if any, as a successor
shall have been appointed as above provided. Any successor Owner Trustee
so appointed by such court shall immediately and without further act be
superseded by any successor Owner Trustee appointed as above provided
within one year from the date of the appointment by such court.
(b) Any successor Owner Trustee, however appointed, shall execute and
deliver to the predecessor Owner Trustee an instrument accepting such
appointment, and thereupon such successor Owner Trustee, without further
act, shall become vested with all the estates, properties, rights, powers,
duties and trusts of the predecessor Owner Trustee in the trusts hereunder
with like effect as if originally named the Owner Trustee herein; but
nevertheless, upon the written request of such successor Owner Trustee,
such predecessor Owner Trustee shall execute and deliver an instrument
(presented to it in execution form) transferring to such successor Owner
Trustee, upon the trusts herein expressed, all the estates, properties,
rights, powers, duties and trusts of such predecessor Owner Trustee, and
such predecessor Owner Trustee shall duly assign, transfer, deliver and
pay over to such successor Owner Trustee all moneys or other property then
held or subsequently received by such predecessor Owner Trustee upon the
trusts herein expressed.
(c) Any successor Owner Trustee, however appointed, shall be a bank
or trust company satisfying the provisions of Section 3807(a) of the
Business Trust Statute and having a combined capital and surplus of at
least $50,000,000, if there be such an institution willing, able and
legally qualified to perform the duties of the Owner Trustee hereunder
upon reasonable or customary terms.
(d) Any corporation into which the Owner Trustee may be merged or
converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Owner
Trustee shall be a party, or any corporation to which substantially all
the corporate trust business of the Owner Trustee may be transferred,
shall, subject to the terms of (c) above, be the Owner Trustee under this
Agreement without further act.
(e) Upon the happening of any of the events described in this Section
9.01, the successor Owner Trustee shall cause an amendment to the
Certificate of Trust to be filed with the Secretary of State, in
accordance with the provisions of Section 3810 of the Business Trust
Statute, indicating the change with respect to the Owner Trustee's
identity.
9.02. Appointment of Additional Trustees. At any time or times for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Estate may at the time be located, the Owner Trustee, by an
instrument in writing, may appoint one or more individuals or corporations to
act as separate trustee or separate trustees of all or any part of the Trust
Estate to the full extent that a local law makes it necessary for such separate
trustee or separate trustees to act alone. No trustee shall be liable for the
acts or omissions of any other trustee appointed hereunder.
ARTICLE X
MISCELLANEOUS
10.01. Supplements and Amendments. At the written request of the
Depositor, this Agreement (other than Sections 8.01 and 10.02 and this Section
10.01) shall be amended by a written instrument signed by the Owner Trustee and
the Depositor, but if in the opinion of the Owner Trustee any instrument
required to be so executed adversely affects any right, duty or liability of,
or immunity or indemnity in favor of, the Owner Trustee under this Agreement or
any of the documents contemplated hereby to which the Owner Trustee is a party,
or would cause or result in any conflict with or breach of any terms,
conditions or provisions of, or default under, the charter documents or bylaws
of the Bank or any Operative Agreement, the Owner Trustee may in its sole
discretion decline to execute such instrument. Prior to executing any Amendment
to this Agreement, the Owner Trustee shall be entitled to an opinion of counsel
as to whether such Amendment is authorized and permitted by the terms of this
Agreement.
10.02. No Legal Title to Trust Estate in Certificateholders. The
Certificateholders shall not have legal title to any part of the Trust Estate
and shall only be entitled to receive distributions with respect to its
undivided beneficial interest therein pursuant to Section 4.01 once all amounts
then owing with respect to the Bonds have been paid in accordance with the
Indenture. No transfer, by operation of law of any right, title and interest of
the Certificateholders in and to its undivided beneficial interest in the Trust
Estate or hereunder shall operate to terminate this Agreement or the trusts
hereunder or entitle any successor transferee to an accounting or to the
transfer to it of legal title to any part of the Trust Estate.
10.03. Pledge of Collateral by Owner Trustee Is Binding. The pledge of the
Collateral to the Indenture Trustee by the Trust made under the Indenture and
pursuant to the terms of this Agreement shall bind the Certificateholders and
shall be effective to transfer or convey the rights of the Trust and the
Certificateholders in and to such Collateral to the extent set forth in the
Indenture. No purchaser or other grantee shall be required to inquire as to the
authorization, necessity, expediency or regularity of such pledge or as to the
application of any proceeds with respect thereto by the Owner Trustee.
10.04. Limitations on Rights of Others. Nothing in this Agreement, whether
express or implied (except for Section 7.04), shall be construed to give to any
Person other than the Trust and the Certificateholders any legal or equitable
right in the Trust Estate or under or in respect of this Agreement or any
covenants, conditions or provisions contained herein; provided, however, that
the parties hereto acknowledge and agree that the Indenture Trustee is a
third-party beneficiary under Section 3.07 hereof.
10.05. Notices. Unless otherwise expressly specified or permitted by the
terms hereof, all notices shall be in writing and delivered by hand or mailed
by certified mail, postage prepaid, if to the Owner Trustee or the Trust,
addressed to it at c/o Wilmington Trust Company, Rodney Square North, 1100
North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate
Trust Administration or to such other address as the Owner Trustee may have set
forth in a written notice to the Certificateholders and the Depositor addressed
to it at the address set forth for such Certificateholders in the register
maintained by the Owner Trustee. Whenever any notice in writing is required to
be given by the Owner Trustee or the Manager, such notice shall be deemed given
and such requirement satisfied if such notice is mailed by certified mail,
postage prepaid, addressed as provided above.
10.06. Severability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
10.07. Separate Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.
10.08. Successors and Assigns. All representations, warranties, covenants
and agreements contained herein shall be binding upon, and inure to the benefit
of, the Owner Trustee and its successors and assigns and the Depositor and each
Certificateholder and its respective successors, all as herein provided. Any
request, notice, direction, consent, waiver or other instrument or action by
any Certificateholder shall bind the successors of such Certificateholder.
10.09. Headings. The headings of the various Articles and Sections herein
are for convenience of reference only and shall not define or limit any of the
terms or provisions hereof.
10.10. Governing Law. This Agreement shall in all respects be governed by,
and construed in accordance with, the laws of the State of Delaware without
reference to the conflict of laws provisions thereof, including all matters of
construction, validity and performance.
10.11. No Petition. The Owner Trustee, by entering into this Agreement,
the Certificateholders, by accepting the Investor Certificates, and the
Indenture Trustee and each Bondholder, by accepting the benefits of this
Agreement, hereby covenant and agree that they will not at any time institute
against the Depositor or the Issuer, or join in any institution against the
Depositor or the Issuer of, any bankruptcy proceedings under any United States
federal or state bankruptcy or similar law in connection with any obligations
relating to the Investor Certificate, the Bonds, this Agreement or any of the
Operative Agreements.
ARTICLE XI
OFFICERS
11.01. Appointment of Officers. The Trust may have one or more Officers
who are hereby empowered to take and are responsible for performing all
ministerial duties on behalf of the Trust pursuant to this Agreement and the
Operative Agreements, including, without limitation, the execution of the
Officers' Certificate (as defined in the Indenture), the Issuer Order (as
defined in the Indenture), the Issuer Request (as defined in the Indenture),
the annual compliance report required under Section 3.10 of the Indenture, and
annual reports, documents and other reports which the Trust is required to file
with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934, as amended. Each of the Chairman of the
Board, the Chief Executive Officer, the President, each Senior Vice President
and each Vice President of the Depositor is hereby appointed as an Officer of
the Trust. The Depositor shall promptly deliver to the Owner Trustee and the
Indenture Trustee a list of its officers who shall become the Officers of the
Trust pursuant to this Section 11.01.
11.02. Officers to Provide Information to the Owner Trustee. It shall be
the duty of each Officer to keep the Owner Trustee reasonably informed as to
material events relating to the Trust, including, without limitation, all
claims pending or threatened against the Trust, the purchase and sale of any
material portion of the Trust Estate and the execution by such Officer on
behalf of the Trust of any material agreements or instruments.
IN WITNESS WHEREOF, the parties hereto have caused this Deposit Trust
Agreement to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.
WILMINGTON TRUST COMPANY
By:_____________________________________
Its:____________________________________
AMERICAN RESIDENTIAL
EAGLE, INC.
By:_____________________________________
Its:____________________________________
EXHIBIT A
[Form of Investor Certificate]
[Face]
THIS INVESTOR CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT
AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 3.03 OF THE TRUST AGREEMENT
REFERRED TO HEREIN.
NO TRANSFER OF THIS INVESTOR CERTIFICATE SHALL BE MADE UNLESS THE
CERTIFICATE REGISTRAR SHALL HAVE RECEIVED EITHER (I) A REPRESENTATION LETTER
FROM THE TRANSFEREE OF THIS INVESTOR CERTIFICATE TO THE EFFECT THAT SUCH
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF ANY SUCH PLAN, OR (II) IF THIS INVESTOR CERTIFICATE IS
PRESENTED FOR REGISTRATION IN THE NAME OF A PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA, OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), OR A TRUSTEE OF ANY SUCH PLAN, OR ANY
OTHER PERSON WHO IS USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH
ACQUISITION, AN OPINION OF COUNSEL TO THE EFFECT THAT THE PURCHASE OR HOLDING
OF THIS INVESTOR CERTIFICATE WILL NOT RESULT IN THE ASSETS OF THE TRUST ESTATE
BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE, WILL
NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF
SECTION 406 OR SECTION 407 OF ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT
SUBJECT THE OWNER TRUSTEE OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY.
NO TRANSFER OF THIS INVESTOR CERTIFICATE SHALL BE MADE UNLESS THE
CERTIFICATE REGISTRAR SHALL HAVE RECEIVED A CERTIFICATE OF NON-FOREIGN STATUS
CERTIFYING AS TO THE TRANSFEREE'S STATUS AS A U.S. PERSON OR CORPORATION UNDER
U.S. LAW.
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE INDENTURE TRUSTEE, OR THE OWNER TRUSTEE OR
ANY OF THEIR RESPECTIVE AFFILIATES, EXCEPT AS EXPRESSLY PROVIDED IN THE TRUST
AGREEMENT OR THE OPERATIVE DOCUMENTS.
Certificate No. 1
Percentage Interest: 100
Cut-Off Date: May 1, 1998
First Payment Date: June 25, 1998
AMERICAN RESIDENTIAL EAGLE BOND TRUST 1998-1
Evidencing a fractional undivided equity interest in the Trust Estate, the
property of which consists primarily of the Mortgage Collateral in American
Residential Eagle Bond Trust 1998-1 (the "Trust"), a Delaware business trust
formed by AMERICAN RESIDENTIAL EAGLE, INC., AS DEPOSITOR, pursuant to the Trust
Agreement referred to below.
This certifies that [name of Holder] is the registered owner of the
Percentage Interest represented hereby.
The Trust was created pursuant to a Deposit Trust Agreement dated as of
June 1, 1998 (as amended and supplemented from time to time, the "Trust
Agreement") between the Depositor and Wilmington Trust Company, as owner
trustee (as amended and supplemented from time to time, the "Owner Trustee",
which term includes any successor entity under the Trust Agreement), a summary
of certain of the pertinent provisions of which is set forth hereinafter. This
Investor Certificate is issued under and is subject to the terms, provisions
and conditions of the Trust Agreement, to which Trust Agreement the Holder of
this Investor Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
This Investor Certificate is one of a duly authorized issue of investor
certificates (herein called the "Investor Certificates") issued under the Trust
Agreement to which reference is hereby made for a statement of the respective
rights thereunder of the Depositor, the Owner Trustee and the Holders of the
Investor Certificates and the terms upon which the Investor Certificates are
executed and delivered. All terms used in this Investor Certificate which are
defined in the Trust Agreement shall have the meanings assigned to them in the
Trust Agreement. The Trust Estate consists of the Mortgage Collateral in the
American Residential Eagle Bond Trust 1998-1. The rights of the Holders of the
Investor Certificates are subordinated to the rights of the Holders of the
Bonds, as set forth in the Indenture.
There will be distributed on the 25th day of each month or, if such 25th
day is not a Business Day, the next Business Day (each, a "Payment Date"),
commencing in June, 1998, to the Person in whose name this Investor Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such Payment Date (the "Record Date"), such
Certificateholder's Percentage Interest (obtained by dividing the Denomination
of this Investor Certificate by the aggregate Denominations of all Investor
Certificates) in the amount to be distributed to Certificateholders on such
Payment Date.
The Certificateholder, by its acceptance of this Investor Certificate,
agrees that it will look solely to the funds on deposit in the Certificate
Distribution Account that have been released from the Lien of the Indenture for
payment hereunder and that neither the Owner Trustee in its individual capacity
nor the Depositor is personally liable to the Certificateholders for any amount
payable under this Investor Certificate or the Trust Agreement or, except as
expressly provided in the Trust Agreement, subject to any liability under the
Trust Agreement.
The Holder of this Investor Certificate acknowledges and agrees that its
rights to receive distributions in respect of this Investor Certificate are
subordinated to the rights of the Bondholders as described in the Indenture,
dated as of June 1, 1998, between the Trust and First Union National Bank, as
Indenture Trustee (the "Indenture").
The Depositor and each Certificateholder, by acceptance of an Investor
Certificate, agree to treat, and to take no action inconsistent with the
treatment of, the Investor Certificates for federal, state and local income tax
purposes as an equity interest in the Trust.
Each Certificateholder, by its acceptance of an Investor Certificate,
covenants and agrees that such Certificateholder will not at any time institute
against the Depositor, or join in any institution against the Depositor or the
Trust of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any United States federal
or state bankruptcy or similar law in connection with any obligations relating
to the Investor Certificates, the Bonds, the Trust Agreement or any of the
Operative Documents.
Distributions on this Investor Certificate will be made as provided in the
Trust Agreement by the Certificate Paying Agent by wire transfer or check
mailed to the Certificateholder of record in the Certificate Register without
the presentation or surrender of this Investor Certificate or the making of any
notation hereon. Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Investor Certificate
will be made after due notice by the Certificate Paying Agent of the pendency
of such distribution and only upon presentation and surrender of this Investor
Certificate at the office or agency maintained by the Certificate Registrar for
that purpose by the Trust in the State of Delaware.
Reference is hereby made to the further provisions of this Investor
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the Owner Trustee, or an authenticating agent by
manual signature, this Investor Certificate shall not entitle the Holder hereof
to any benefit under the Trust Agreement or be valid for any purpose.
THIS INVESTOR CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in
its individual capacity, has caused this Investor Certificate to be duly
executed.
AMERICAN RESIDENTIAL EAGLE BOND TRUST 1998-1
By: Wilmington Trust Company
________________________________________________
not in its individual capacity
but solely as Owner Trustee
Dated:__________________________________________
By:_____________________________________________
Authorized Signatory
[REVERSE OF INVESTOR CERTIFICATE]
The Investor Certificates do not represent an obligation of, or an
interest in, the Depositor, the Master Servicer, the Indenture Trustee, the
Owner Trustee or any Affiliates of any of them and no recourse may be had
against such parties or their assets, except as expressly set forth or
contemplated herein or in the Trust Agreement or the Operative Documents. In
addition, this Investor Certificate is not guaranteed by any governmental
agency or instrumentality and is limited in right of payment to certain
collections and recoveries with respect to the Mortgage Collateral, all as more
specifically set forth herein. A copy of the Trust Agreement may be examined by
any Certificateholder upon written request during normal business hours at the
principal office of the Depositor and at such other places, if any, designated
by the Depositor.
The Trust Agreement permits the amendment thereof as specified below,
provided that any amendment be accompanied by the consent of the Insurer and an
Opinion of Counsel to the effect that such amendment complies with the
provisions of the Trust Agreement and, if the Depositor was not the holder of
100% of the Investor Certificates, would not cause the Trust to be subject to
an entity level tax. If the purpose of the amendment is to correct any mistake,
eliminate any inconsistency, cure any ambiguity or deal with any matter not
covered, it shall not be necessary to obtain the consent of any Holder, but the
Owner Trustee shall be furnished with a letter from the Rating Agencies that
the amendment will not result in the downgrading or withdrawal of the rating
then assigned to any Bond. If the purpose of the amendment is to prevent the
imposition of any federal or state taxes at any time that any Bond or Investor
Certificate is outstanding, it shall not be necessary to obtain the consent of
the any Holder, but the Owner Trustee shall be furnished with an Opinion of
Counsel that such amendment is necessary or helpful to prevent the imposition
of such taxes and is not materially adverse to any Holder. If the purpose of
the amendment is to add or eliminate or change any provision of the Trust
Agreement, other than as specified in the preceding two sentences, the
amendment shall require either (a) a letter from the Rating Agencies that the
amendment will not result in the downgrading or withdrawal of the rating then
assigned to any Bond or (b) the consent of Holders of the Investor Certificates
evidencing a majority of the Percentage Interests of the Investor Certificates
and the Indenture Trustee; PROVIDED, HOWEVER, that no such amendment shall (i)
reduce in any manner the amount of, or delay the time of, payments received
that are required to be distributed on any Investor Certificate without the
consent of the related Certificateholder, or (ii) reduce the aforesaid
percentage of Investor Certificates the Holders of which are required to
consent to any such amendment without the consent of the Holders of all such
Investor Certificates then outstanding.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Investor Certificate is registerable in
the Certificate Register upon surrender of this Investor Certificate for
registration of transfer at the offices or agencies of the Certificate
Registrar maintained by the Trust in the State of Delaware, accompanied by a
written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Investor Certificates of
authorized denominations evidencing the same aggregate interest in the Trust
will be issued to the designated transferee. The initial Certificate Registrar
appointed under the Trust Agreement is the Owner Trustee.
Except as provided in the Trust Agreement, the Investor Certificates are
issuable only in a minimum Percentage Interest of 10%. As provided in the Trust
Agreement and subject to certain limitations therein set forth, Investor
Certificates are exchangeable for new Investor Certificates of authorized
denominations evidencing the same aggregate denomination, as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange, but the Owner Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge payable in connection therewith.
The Owner Trustee, the Certificate Paying Agent, the Certificate Registrar
and any agent of the Owner Trustee, the Certificate Paying Agent, or the
Certificate Registrar may treat the Person in whose name this Investor
Certificate is registered as the owner hereof for all purposes, and none of the
Owner Trustee, the Certificate Paying Agent, the Certificate Registrar or any
such agent shall be affected by any notice to the contrary.
The obligations and responsibilities created by the Trust Agreement and
the Trust created thereby shall terminate as and when provided in accordance
with the terms of the Trust Agreement.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________________________________________________
(Please print or type name and address, including postal zip code, of assignee)
_______________________________________________________________________________
the within Investor Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
_______________________________________________________________________________
to transfer said Investor Certificate on the books of the Certificate
Registrar, with full power of substitution in the premises.
Dated:
____________________________________*/
Signature Guaranteed:
____________________________________*/
*/ NOTICE: The signature to this assignment must correspond with the name
as it appears upon the face of the within Investor Certificate in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by a member firm of the New York Stock Exchange or
a commercial bank or trust company.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for the information of the
Certificate Paying Agent:
Distribution shall be made by wire transfer in immediately available funds
__________________ to for the account of ______________________________,
account number _______________, or, if mailed by check, to____________________.
Applicable statements should be mailed to _______________________________.
_________________________________________
Signature of assignee or agent
(for authorization of wire transfer only)
EXHIBIT B
FORM OF MANAGEMENT AGREEMENT
EXHIBIT C
FORM OF CERTIFICATE OF TRUST OF
AMERICAN RESIDENTIAL EAGLE BOND TRUST 1998-1
THIS Certificate of Trust of American Residential Eagle Bond Trust 1998-1
(the "Trust"), is being duly executed and filed by the Undersigned, a Delaware
banking corporation, as trustee, to form a business trust under the Delaware
Business Trust Act (12 DEL. CODE, Sections 3801 ET SEQ.) (the "Act")
1. NAME. The name of the business trust formed hereby is American
Residential Eagle Bond Trust 1998-1.
2. DELAWARE TRUSTEE. The name and business address of the trustee of the
Trust in the State of Delaware is Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention:
Corporate Trust Administration.
3. EFFECTIVE DATE. This Certificate Trust shall be effective June 17,
1998.
IN WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust,
has executed this Certificate of Trust in accordance with Section 3811(a) of
the Act.
Wilmington Trust Company
By:_______________________________________
Name:
Title:
EXHIBIT D
FORM OF RULE 144A INVESTMENT LETTER
Description of Rule 144A Securities, including numbers:
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
The undersigned seller, as registered holder (the "Seller"), intends to
transfer the Rule 144A Securities described above to the undersigned buyer (the
"Buyer").
1. In connection with such transfer and in accordance with the agreements
pursuant to which the Rule 144A Securities were issued, the Seller hereby
certifies the following facts: Neither the Seller nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner,
or made any general solicitation by means of general advertising or in any
other manner, or taken any other action that would constitute a distribution of
the Rule 144A Securities under the Securities Act of 1933, as amended (the
"1933 Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act to require registration pursuant
thereto, and that the Seller has not offered the Rule 144A Securities to any
person other than the Buyer or another "qualified institutional buyer" as
defined in Rule 144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the Owner
Trustee and the Depositor (as defined in the Trust Agreement (the "Agreement"),
dated as of ______, ___ between American Residential Eagle, Inc., as Depositor
and ____________, as Owner Trustee pursuant to Section 3.03 of the Agreement as
follows:
a. The Buyer understands that Rule 144A Securities have not been
registered under the 1933 Act or the securities laws of any state.
b. The Buyer considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in financial
and business matters that it is capable of evaluating the merits and risks
of investment in the Rule 144A Securities.
c. The Buyer has been furnished with all information regarding the
Rule 144A Securities that it has requested from the Seller, the Trustee,
the Owner Trustee or the Master Servicer.
d. Neither the Buyer nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or
other disposition of the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security from, or otherwise
approached or negotiated with respect to the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security with,
any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action,
that would constitute a distribution of the Rule 144A Securities under the
1933 Act or that would render the disposition of the Rule 144A Securities
a violation of Section 5 of the 1933 Act or require registration pursuant
thereto, nor will it act, nor has it authorized or will it authorize any
person to act, in such manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that term is
defined in Rule 144A under the 1933 Act and has completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex
2. The Buyer is aware that the sale to it is being made in reliance on
Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own
account or the accounts of other qualified institutional buyers,
understands that such Rule 144A Securities may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account
of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the 1933 Act.
3. The Buyer warrants and represents to, and covenants with, the Seller,
the Trustee, Owner Trustee, Master Servicer and the Depositor that either (1)
the Buyer is (A) not an employee benefit plan (within the meaning of Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")), or a plan (within the meaning of Section 4975(e)(1) of the Internal
Revenue Code of 1986 ("Code"), which (in either case) is subject to ERISA or
Section 4975 of the Code (both a "Plan"), and (B) is not directly or indirectly
purchasing the Rule 144A Securities on behalf of, as investment manager of, as
named fiduciary of, a trustee of, or with "plan assets" of a Plan, or (2) the
Buyer understands that registration of transfer of any Rule 144A Securities to
any Plan, or to any Person acting on behalf of any Plan, will not be made
unless such Plan delivers an opinion of its counsel, addressed and satisfactory
to the Certificate Registrar and the Depositor, to the effect that the purchase
and holding of the Rule 144A Securities by, on behalf of or with "plan assets"
of any Plan would not constitute or result in a prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code, and would not subject the
Depositor, the Master Servicer, the Trustee or the Trust to any obligation or
liability (including liabilities under ERISA or Section 4975 of the Code) in
addition to those undertaken in the Agreement or any other liability.]
4. This document may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this document as of
the date set forth below.
____________________________________ _______________________________________
Print Name of Seller Print Name of Buyer
By:_________________________________ By:____________________________________
Name: Name:
Title: Title:
Taxpayer Identification Taxpayer Identification
No._________________________________ No.____________________________________
Date:_______________________________ Date:__________________________________
ANNEX 1 TO EXHIBIT D
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a
discretionary basis $_____________1 in securities (except for the excluded
securities referred to below) as of the end of the Buyer's most recent fiscal
year (such amount being calculated in accordance with Rule 144A) and (ii) the
Buyer satisfies the criteria in the category marked below.
___ CORPORATION, ETC. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or charitable organization described
in Section 501(c)(3) of the Internal Revenue Code.
___ BANK. The Buyer (a) is a national bank or banking institution
organized under the laws of any State, territory or the District of
Columbia, the business of which is substantially confined to banking and
is supervised by the State or territorial banking commission or similar
official or is a foreign bank or equivalent institution, and (b) has an
audited net worth of at least $25,000,000 as demonstrated in its latest
annual financial statements, A COPY OF WHICH IS ATTACHED HERETO.
___ SAVINGS AND LOAN. The Buyer (a) is a savings and loan
association, building and loan association, cooperative bank, homestead
association or similar institution, which is supervised and examined by a
State or Federal authority having supervision over any such institutions
or is a foreign savings and loan association or equivalent institution and
(b) has an audited net worth of at least $25,000,000 as demonstrated units
latest annual financial statements.
___ BROKER-DEALER. The Buyer is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934.
___ INSURANCE COMPANY. The Buyer is an insurance company whose
primary and predominant business activity is the writing of insurance or
the reinsuring of risks underwritten by insurance companies and which is
subject to supervision by the insurance commissioner or a similar official
or agency of a State or territory or the District of Columbia.
___________________________
1 Buyer must own and/or invest on a discretionary basis at least $100,000,000
in securities unless buyer is a dealer, and, in that case, buyer must own
and/or invest on a discretionary basis at least $10,000,000 in securities.
___ STATE OR LOCAL PLAN. The Buyer is a plan established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the
benefit of its employees.
___ ERISA PLAN. The Buyer is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of 1974.
___ INVESTMENT ADVISOR. The Buyer is an investment adviser registered
under the Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed
by the U.S. Small Business Administration under Section 301(c) or (d) of
the Small Business Investment Act of 1958.
___ BUSINESS DEVELOPMENT COMPANY. The Buyer is a business development
company as defined in Section 202(a)(22) of the Investment Advisers Act of
1940.
___ TRUST FUND. The Buyer is a trust fund whose trustee is a bank or
trust company and whose participants are exclusively (a) plans established
and maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the
benefit of its employees, or (b) employee benefit plans within the meaning
of Title I of the Employee Retirement Income Security Act of 1974, but is
not a trust fund that includes as participants individual retirement
accounts of H.R. 10 plans.
3. The term "Securities" as used herein DOES NOT INCLUDE (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that are part of an
unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities and Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
Will the Buyer be purchasing the Rule 144A Securities
____ ____ only for the Buyer's own account?
Yes No
6. If the answer to the foregoing question is "no", the Buyer agrees that,
in connection with any purchase of securities sold to the Buyer for the account
of a third party (including any separate account) in reliance on Rule 144A, the
Buyer will not only purchase for the account of a third party that at the time
is a "qualified institutional buyer" within the meaning of Rule 144A. In
addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice is given, the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification as of the date of such purchase.
____________________________________
Print Name of Buyer
By:_________________________________
Name:
Title:
Date:_______________________________
ANNEX 2 TO EXHIBIT D
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[FOR BUYERS THAT ARE REGISTERED INVESTMENT COMPANIES]
The undersigned hereby certifies as follows in connection with the Rule
144A investment representation to which this certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because Buyer is part of a family of investment
companies (as defined below), is such an officer of the adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and
(ii) as marked below, the Buyer alone, or the Buyer's family of Investment
Companies, owned at least $100,000,000 in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most recent fiscal
year. For purposes of determining the amount of securities owned by the Buyer
of the Buyer's family of Investment Companies, the cost of such securities was
used.
____ The Buyer owned $__________ in securities (other that the
excluded securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with Rule
144A).
____ The Buyer is part of a Family of Investment Companies which
owned in the aggregate $__________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment advisor or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "Securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer or are part of the Buyer's Family of
Investment Companies, (ii) bank deposit notes and certificates of deposit,
(iii) loan participations, (iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency, interest rate and
commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that each of the
parties to which this certification is made are relying and will continue to
rely on the statements made herein because one or more sales to the Buyer will
be in reliance on Rule 144A. In addition, the Buyer will only purchase for the
Buyer's own account.
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
_______________________________________
PRINT NAME OF BUYER
BY:____________________________________
NAME:
TITLE:
IF AN ADVISER:
______________________________________
PRINT NAME OF BUYER
DATE:_________________________________
EXHIBIT E
CERTIFICATE OF NON-FOREIGN STATUS
This certificate of Non-Foreign status ("certificate") is delivered
pursuant to Section 3.03 of the Trust Agreement, dated as of _________ __,
19____ (the "Trust Agreement") between American Residential Eagle, Inc., as
depositor and ___________________, as owner trustee, in connection with the
acquisition of, transfer to or possession by the undersigned, whether as
beneficial owner (the "Beneficial Owner"), or nominee on behalf of the
Beneficial Owner of the Investor Certificates, (the "Investor Certificate").
Capitalized terms used but not defined in this certificate have the respective
meanings given them in the Trust Agreement.
Each holder must complete Part I, Part II (if the holder is a nominee),
and in all cases sign and otherwise complete Part III. In addition, each holder
shall submit with the certificate an IRS Form W-9 relating to such holder.
To confirm to the Trust that the provisions of Sections 871, 881 or 1446
of the Internal Revenue Code (relating to withholding tax on foreign partners)
do not apply in respect of the Investor Certificate held by the undersigned,
the undersigned hereby certifies:
PART I - COMPLETE EITHER A OR B
A. Individual as Beneficial Owner
1. I am (The Beneficial Owner is) not an Non-resident alien for
purposes of U.S. Income Taxation;
2. My (The Beneficial Owner's) name and home address are:
______________________________________________________________
______________________________________________________________
_________________________________________________________; and
3. My (The Beneficial Owner's) U.S. Taxpayer Identification
Number (Social Security Number) is _________________.
B. Corporate, Partnership or other entity as Beneficial Owner
1. (Name of the Beneficial Owner) is not a foreign corporation,
foreign partnership, foreign trust or foreign estate (as
those terms are defined in the Code and Treasury Regulations)
2. The Beneficial Owner's office address and place of
incorporation (if applicable) is ___________________________;
and
3. The Beneficial Owner's U.S. employer identification number is
_____________.
PART II - NOMINEES
If the undersigned is the nominee for the Beneficial Owner, the
undersigned certifies that this certificate has been made in reliance upon
information contained in:
_____ an IRS Form W-9
_____ a form such as this or substantially similar
provided to the undersigned by an appropriate person and (i) the undersigned
agrees to notify the Trust at least thirty (30) days prior to the date that the
form relied upon becomes obsolete, and (ii) in connection with change in
Beneficial Owners, the undersigned agrees to submit a new Certificate of
Non-Foreign Status to the Trust promptly after such change.
PART III - DECLARATION
The undersigned, as the Beneficial Owner or a nominee thereof, agrees to
notify the Trust within sixty (60) days of the date that the Beneficial Owner
becomes a foreign person. The undersigned understands that this certificate may
be disclosed to the Internal Revenue Service by the Trust and any false
statement contained therein could be punishable by fines, imprisonment or both.
Under penalties of perjury, I declare that I have examined this
certificate and to the best of my knowledge and belief it is true, correct and
complete and will further declare that I will inform the Trust of any change in
the information provided above, and, if applicable, I further declare that I
have the authority* to sign this document.
________________________________
Name
________________________________
Title (if applicable)
________________________________
Signature and Date
*NOTE: If signed pursuant to a power of attorney, the power of attorney
must accompany this certificate.
EXHIBIT F
FORM OF INVESTMENT LETTER [NON-RULE 144A]
[DATE]
[CERTIFICATE REGISTRAR]
RE: AMERICAN RESIDENTIAL EAGLE BOND TRUST [199__-__]
INVESTOR CERTIFICATES
(THE "INVESTOR CERTIFICATES")
Ladies and Gentlemen:
In connection with our acquisition of the above-captioned certificates, we
certify that (a) we understand that the Investor Certificates are not being
registered under the Securities Act of 1933, as amended (the "Act"), or any
state securities laws and are being transferred to us in a transaction that is
exempt from the registration requirements of the Act and any such laws, (b) we
are an "accredited investor," as defined in Regulation D under the Act, and
have such knowledge and experience in financial and business matters that we
are capable of evaluating the merits and risks of investments in the Investor
Certificates, (c) we have had the opportunity to ask questions of and receive
answers from the depositor concerning the purchase of the Investor Certificates
and all matters relating thereto or any additional information deemed necessary
to our decision to purchase the Investor Certificates, (d) we are not an
employee benefit plan that is subject to the Employee Retirement Income
Security Act of 1974, as amended, or a plan that is subject to Section 4975 of
the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of
any such plan, (e) we are acquiring the Investor Certificates for investment
for our own account and not with a view to any distribution of such Investor
Certificates (but without prejudice to our right at all times to sell or
otherwise dispose of the Investor Certificates in accordance with clause (g)
below), (f) we have not offered or sold any Investor Certificates to, or
solicited offers to buy any Investor Certificates from, any person, or
otherwise approached or negotiated with any person with respect thereto, or
taken any other action which would result in a violation of Section 5 of the
Act, and (g) we will not sell, transfer or otherwise dispose of any Investor
Certificates unless (1) such sale, transfer or other disposition is made
pursuant to an effective registration statement under the Act or is exempt from
such registration requirements, and if requested, we will at our expense
provide an opinion of counsel satisfactory to the addressees of this Investment
Letter that such sale, transfer or other disposition may be made pursuant to an
exemption from the Act, (2) the purchaser or transferee of such Investor
Certificate has executed and delivered to you an Investment Letter to
substantially the same effect as this Investment Letter, and (3) the purchaser
or transferee has otherwise complied with any conditions for transfer set forth
in the Trust Agreement.
Very truly yours,
[TRANSFEREE]
By:_________________________________
Authorized Officer
EXHIBIT G
TRANSFER CERTIFICATE
[Owner Trustee]
[Certificate Paying Agent]
Re: PROPOSED TRANSFER OF INVESTOR CERTIFICATES
Ladies and Gentlemen:
This certification is being made by __________________ (the "Proposed
Transferee") in connection with the proposed transfer to the Proposed
Transferee of an investor certificate (the "Investor Certificate") representing
__% fractional undivided interest in American Residential Eagle Bond Trust
[199__-__] (the "Trust") created pursuant to a Deposit Trust Agreement, dated
as of ___________ __, 199_ (such agreement, as amended, being referred to
herein as the "Deposit Trust Agreement") between American Residential Eagle,
Inc. and ____________________, as Owner Trustee. Initially capitalized terms
used but not defined herein have the meanings assigned to them in the Deposit
Trust Agreement. The Proposed Transferee hereby certifies as follows:
1. The undersigned is a Person involved in the organization or operation
of the Trust or an affiliate of such a Person within the meaning of Rule 3a-7
of the Investment Company Act.
2. The Proposed Transferee understands that (a) the Investor Certificates
have not been and will not be registered or qualified under the Securities Act,
or the securities laws of any state, (b) neither the Trust nor the Owner
Trustee is required, and neither intends, to so register or qualify the
Investor Certificates, and (c) the Investor Certificates cannot be resold
unless (i) they are registered and qualified under the Securities Act and the
applicable state securities laws or (ii) an exemption from registration and
qualification is available.
3. The Proposed Transferee is acquiring the Investor Certificate for its
own account for investment only and not with a view to or for sale or other
transfer in connection with any distribution of the Investor Certificate in any
manner that would violate the Securities Act or any applicable state securities
laws.
4. The Proposed Transferee (a) is an accredited investor having such
knowledge and experience in financial and business matters, and in particular
in such matters related to securities similar to the Investor Certificate, such
that it is capable of evaluating the merits and risks of investment in the
Investor Certificate and (b) is able to bear the economic risks of such an
investment.
5. The Proposed Transferee will not authorize nor has it authorized any
person (a) to offer, pledge, sell, dispose of or otherwise transfer any
Investor Certificate, any interest in any Investor Certificate or any other
similar security to any person in any manner, (b) to solicit any offer to buy
or to accept a pledge, disposition or other transfer of any Investor
Certificate, any interest in any Investor Certificate or any other similar
security from any person in any manner, (c) otherwise to approach or negotiate
with respect to any Investor Certificate, any interest in any Investor
Certificate or any other similar security with any person in any manner, (d) to
make any general solicitation by means of general advertising or in any other
manner, or (e) to take any other action that would constitute a distribution of
any Investor Certificate under the Securities Act, that would render the
disposition of any Investor Certificate a violation of Section 5 of the
Securities Act or any state securities law, or that could require registration
or qualification pursuant thereto. Neither the Proposed Transferee nor anyone
acting on its behalf has offered any Investor Certificate for sale or made any
general solicitation by means of general advertising or in any other manner
with respect to the Investor Certificate. The Proposed Transferee will not sell
or otherwise transfer any Investor Certificates, except in compliance with the
provisions of the Deposit Trust Agreement.
Date:_____________________________. _______________________________________
Name of Proposed Transferee
_______________________________________
Signature
_______________________________________
Name
_______________________________________
Title
AMERICAN RESIDENTIAL EAGLE BOND TRUST 1998-1
COLLATERALIZED CALLABLE MORTGAGE BONDS
MORTGAGE LOAN PURCHASE AGREEMENT
Among
AMERICAN RESIDENTIAL INVESTMENT TRUST, INC.,
AMERICAN RESIDENTIAL EAGLE, INC.
and
AMERICAN RESIDENTIAL EAGLE BOND TRUST 1998-1
dated as of June 1, 1998
TABLE OF CONTENTS
PAGE
Section 1. Representations and Warranties of all Parties............ 1
(a) Authorization................................... 1
(b) No Conflict..................................... 1
(c) Binding Obligation.............................. 1
Section 2. Additional Representations, Warranties and Agreements of
AmREIT and the Company................................... 1
Section 3. Conveyance of Mortgage Loans............................. 2
Section 4. Intention of Parties..................................... 3
Section 5. Payment of Purchase Price................................ 3
(a) The Purchaser Note.............................. 3
(b) Pledge Permitted................................ 4
Section 6. Miscellaneous............................................ 4
(a) Amendments Etc. ................................ 4
(b) Binding Upon Successors, Etc. .................. 4
(c) Counterparts.................................... 4
(d) Governing Law................................... 4
(e) Headings........................................ 4
(f) Authorization................................... 4
(g) Nonpetition Covenant............................ 5
EXHIBIT A -- Form of Non-negotiable American Residential Eagle, Inc.
Promissory Note
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (the "Agreement") is made as of
June 1, 1998, by and among American Residential Investment Trust, Inc., a
Maryland corporation ("AmREIT"), American Residential Eagle, Inc., a Delaware
corporation (the "Company"), and American Residential Eagle Bond Trust 1998-1
(the "Issuer"), a Delaware statutory business trust. Capitalized terms not
otherwise defined herein have the meanings ascribed to such terms in the
Indenture dated as of June 1, 1998 (the "Indenture") between the Issuer and
First Union National Bank, as indenture trustee (the "Trustee") or in the Master
Servicing Agreement referred to therein.
Section 1. Representations and Warranties of all Parties.
The Company, AmREIT and the Issuer, each as to itself and not the
other, hereby represents, warrants and agrees that:
(a) Authorization. The execution, delivery and performance of this
Agreement by it are within its respective powers and have been duly authorized
by all necessary action on its part.
(b) No Conflict. The execution, delivery and performance of this
Agreement will not violate or conflict with (i) its charter, bylaws or trust
agreement, (ii) any resolution or other corporate action by it, (iii) any
decisions, statutes, ordinances, rulings, directions, rules, regulations,
orders, writs, decrees, injunctions, permits, certificates or other requirements
of any court or other governmental or public authority in any way applicable to
or binding upon it, and (iv) will not result in or require the creation, except
as provided in or contemplated by this Agreement, of any lien, mortgage, pledge,
security interest, charge or encumbrance of any kind upon the Mortgage Loans (as
defined in Section 2(a)).
(c) Binding Obligation. This Agreement has been duly executed by it and
is its legally valid and binding obligation, enforceable against it in
accordance with this Agreement's terms, except as enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally, and by general principles of equity.
Section 2. Additional Representations, Warranties and
Agreements of AmREIT and the Company.
(a) AmREIT represents and warrants to, and agrees with, the Company and
the Issuer that (i) AmREIT has good and valid title to the mortgage loans
identified in Schedule A to the Indenture (the "Mortgage Loans") free and clear
of all liens, mortgages, deeds of trust, pledges, security interests, charges,
encumbrances or other claims; and (ii) upon transfer to the Company, the Company
will receive good, valid and marketable title to all of the Mortgage Loans, free
and clear of any liens, mortgages, deeds of trust, pledges, security interests,
charges, encumbrances or other claims.
(b) The Company represents and warrants to, and agrees with, the Issuer
that upon transfer of the Mortgage Loans from AmREIT to the Company, it will
have good and valid title to the Mortgage Loans free and clear of all liens,
mortgages, deeds of trust, pledges, security interests, charges, encumbrances or
other claims, and, upon transfer to the Issuer, the Issuer will receive good,
valid and marketable title to all of the Mortgage Loans, free and clear of any
liens, mortgages, deeds of trust, pledges, security interests, charges,
encumbrances or other claims.
(c) AmREIT hereby makes the representations and warranties as to the
Mortgage Loans as set forth on Schedule III to the Master Servicing Agreement,
for the benefit of the Company, the Issuer and the Trustee.
(d) AmREIT hereby agrees to comply with the provisions of Section
2(c)(iv) of the Master Servicing Agreement in respect of a breach of any of the
representations and warranties set forth in this Section 2.
Section 3. Conveyance of Mortgage Loans.
AmREIT, concurrently with the execution and delivery hereof, hereby
sells, transfers, assigns, sets over and otherwise conveys to the Company,
without recourse, all of AmREIT's right, title and interest in and to (a) the
Mortgage Loans, including the related Mortgage Documents and all interest and
principal received or receivable by AmREIT on or with respect to the Mortgage
Loans after the Cut-off Date and all interest and principal payments on the
Mortgage Loans received prior to the Cut-off Date in respect of installments of
interest and principal due thereafter, but not including payments of interest
and principal due and payable on the Mortgage Loans on or before the Cut-off
Date, and all other proceeds received in respect of such Mortgage Loans, (b)
AmREIT's rights under the Master Servicing Agreement, the Management Agreement,
the Servicing Agreements and the Purchase and Sale Agreements, (c) the Insurance
Policies, (d) all cash, instruments or other property held or required to be
deposited in the Bond Account or the Distribution Account, (e) property that
secured a Mortgage Loan that has become an REO property, and (f) all proceeds of
the conversion, voluntary or involuntary, of any of the foregoing into cash or
other liquid assets, including, without limitation, all Insurance Proceeds,
Liquidation Proceeds and condemnation awards. On or prior to the Closing Date,
AmREIT shall deliver to the Company or, at the Company's direction, to the
Trustee or other designee of the Company, the Trustee Mortgage File for each
Mortgage Loan in the manner set forth in Section 2 of the Master Servicing
Agreement. Such delivery of the Trustee Mortgage Files shall be made against
payment by the Company of the purchase price for the Mortgage Loans and related
assets (the "Company Purchase Price") which shall be comprised of the types and
amounts of property set forth on Schedule 1 hereto.
The Company, concurrently with the execution and delivery hereof,
hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer,
without recourse, all of the Company's right, title and interest in and to (a)
the Mortgage Loans, including the related Mortgage Documents and all interest
and principal received or receivable by the Company on or with respect to the
Mortgage Loans after the Cut-off Date and all interest and principal payments on
the Mortgage Loans received prior to the Cut-off Date in respect of installments
of interest and principal due thereafter, but not including payments of interest
and principal due and payable on the Mortgage Loans on or before the Cut-off
Date, and all other proceeds received in respect of such Mortgage Loans, (b) the
Company's rights under the Master Servicing Agreement, the Management Agreement,
the Servicing Agreements, the Purchase and Sale Agreements and this Agreement,
(c) the Insurance Policies, (d) all cash, instruments or other property held or
required to be deposited in the Bond Account or the Distribution Account, (e)
property that secured a Mortgage Loan that has become an REO property, and (f)
all proceeds of the conversion, voluntary or involuntary, of any of the
foregoing into cash or other liquid assets, including, without limitation, all
Insurance Proceeds, Liquidation Proceeds and condemnation awards. On or prior to
the Closing Date, the Company shall deliver, or cause to be delivered, to the
Indenture Trustee or its designee the Trustee Mortgage File for each Mortgage
Loan. Such delivery of the Trustee Mortgage Files shall be made against delivery
by the Issuer of the purchase price for the Mortgage Loan and related assets
(the "Issuer Purchase Price"), which shall be comprised of the types and amounts
of the property set forth on Schedule II hereto.
Section 4. Intention of Parties.
It is the express intent of the parties hereto that the conveyance (i)
of the Mortgage Loans by AmREIT to the Company and (ii) of the Mortgage Loans by
the Company to the Issuer each be, and be construed as, an absolute sale
thereof. It is, further, not the intention of the parties that such conveyances
be deemed a pledge thereof. However, in the event that, notwithstanding the
intent of the parties, such assets are held to be the property of the granting
party, or if for any other reason this Agreement is held or deemed to create a
security interest in the Mortgage Loans, then (i) this Agreement shall be deemed
to be a security agreement within the meaning of the Uniform Commercial Code of
the State of New York and (ii) the conveyances provided for in this Agreement
shall be deemed to be an assignment and a grant (i) by AmREIT to the Company or
(ii) by the Company to the Issuer, of a security interest in all of the assets
transferred, whether now owned or hereafter acquired.
AmREIT, the Company and the Issuer shall, to the extent consistent with
this Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Mortgage Loans, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of this Agreement. AmREIT and the Company shall arrange for filing any Uniform
Commercial Code continuation statements in connection with any security interest
granted or assigned hereunder.
Section 5. Payment of Purchase Price.
(a) The Purchaser Note. On the Closing Date, the Company shall deliver
to AmREIT as part of the Purchase Price a promissory note, substantially in the
form of Exhibit A, payable to the order of AmREIT (such promissory note, as the
same has been or hereafter may be amended, supplemented, endorsed or otherwise
modified from time to time, together with any promissory note issued from time
to time in substitution therefor or renewal thereof in accordance with this
Agreement, being hereinafter called the "Purchaser Note"), which Purchaser Note
shall, in accordance with its terms, be subordinated to all interests of the
Trust Estate, all claims to the cash flows from Trust Estate assets and all
obligations of the Company for the benefit of Bondholders, of any nature, now or
hereafter arising under or in connection with this Agreement.
AmREIT shall hold the Purchaser Note and shall make all appropriate
recordkeeping entries with respect to the Purchaser Note or otherwise to reflect
the payments on an adjustment of the Purchaser Note. AmREIT's books and records
shall constitute rebuttable presumptive evidence of the principal amount of and
accrued interest on the Purchaser Note at any time. AmREIT hereby agrees to mark
the Purchaser Note "CANCELLED" and to return the Purchaser Note to the Company
upon the full and final payment thereof after the Termination Date.
(b) Pledge Permitted. AmREIT hereby agrees not to transfer, assign,
exchange or otherwise convey or pledge, hypothecate or otherwise grant a
security interest in the Purchaser Note or any interest represented thereby, and
any attempt to transfer, assign, exchange, convey, pledge, hypothecate or grant
a security interest in the Purchaser Note or any interest represented thereby
shall be void and of no effect. Notwithstanding anything to the contrary herein,
AmREIT may pledge the Purchaser Note to secure its obligations under any
repurchase or other credit facility.
Section 6. Miscellaneous.
(a) Amendments, Etc. No rescission, modification, amendment, supplement
or change of this Agreement shall be valid or effective unless in writing and
signed by all of the parties to this Agreement.
(b) Binding Upon Successors, Etc. This Agreement shall bind and inure
to the benefit of and be enforceable by AmREIT, the Company, the Issuer and the
respective successors and assigns thereof. The parties hereto acknowledge that
the Issuer is acquiring the Mortgage Loans for the purpose of pledging them
under the Indenture for the benefit of the Bondholders. As an inducement to the
Issuer to purchase the Mortgage Loans, AmREIT and the Company acknowledge and
consent to the assignment to the Trustee by the Issuer of all of the Issuer's
rights against AmREIT and the Company hereunder in respect of the Mortgage Loans
sold to the Issuer and that the enforcement or exercise of any right or remedy
against AmREIT and the Company hereunder by the Trustee or to the extent
permitted under the Indenture or the Master Servicing Agreement shall have the
same force and effect as if enforced and exercised by the Issuer directly.
(c) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
(d) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
(e) Headings. The headings of the several parts of this Agreement are
inserted for convenience of reference and are not intended to be a part of or
affect the meaning or interpretation of this Agreement.
(f) Authorization. The Company, pursuant to Section 6.03 of the Deposit
Trust Agreement, dated as of June 1, 1998, between the Owner Trustee and the
Company, as Depositor, hereby authorizes and directs the Owner Trustee to
execute and deliver, in the name and on behalf of the Issuer, this Agreement.
(g) Nonpetition Covenant. Until one year plus one day shall have
elapsed since the termination of the Indenture in accordance with its terms,
neither AmREIT nor any assignee of AmREIT or the Company or the Issuer shall
petition or otherwise invoke the process of any court or government authority
for the purpose of commencing or sustaining a case against the Company or the
Issuer under any federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Company or the Issuer or any substantial part of
its property, or ordering the winding up or liquidation of the affairs of the
Company or the Issuer.
IN WITNESS WHEREOF, each party has caused this Mortgage Loan Purchase
Agreement to be executed by its duly authorized officer or officers as of the
day and year first above written.
AMERICAN RESIDENTIAL INVESTMENT
TRUST, INC.
By:____________________________
Name:__________________________
Title:_________________________
AMERICAN RESIDENTIAL EAGLE, INC.
By:____________________________
Name:__________________________
Title:_________________________
AMERICAN RESIDENTIAL EAGLE
BOND TRUST 1998-1
By: Wilmington Trust Company,
not in its individual capacity
but solely as
Owner Trustee
By:____________________________
Name:__________________________
Title:_________________________
EXHIBIT A
FORM OF NON-NEGOTIABLE AMERICAN RESIDENTIAL EAGLE, INC.
PROMISSORY NOTE
June 17, 1998
EXCEPT TO THE EXTENT PROVIDED IN THE PURCHASE AGREEMENT REFERRED TO
BELOW, THIS PROMISSORY NOTE AND ANY INTEREST REPRESENTED HEREBY SHALL
NOT BE TRANSFERRED, ASSIGNED, EXCHANGED, CONVEYED, PLEDGED,
HYPOTHECATED OR OTHERWISE THE SUBJECT OF THE GRANT OF A SECURITY
INTEREST AND ANY ATTEMPT TO TRANSFER, ASSIGN, EXCHANGE, CONVEY, PLEDGE,
HYPOTHECATE OR GRANT A SECURITY INTEREST IN THIS PROMISSORY NOTE OR ANY
INTEREST REPRESENTED HEREBY SHALL BE VOID AND OF NO EFFECT.
For VALUE RECEIVED, the undersigned, AMERICAN RESIDENTIAL EAGLE, INC.,
a Delaware corporation (the "Purchaser"), promises to pay to AMERICAN
RESIDENTIAL INVESTMENT TRUST, INC., a Maryland corporation (the "Seller"), on
the terms and subject to the conditions set forth herein and in the Purchase
Agreement referred to below, the aggregate unpaid Purchase Price of all assets
purchased by the Purchaser pursuant to the Purchase Agreement. Such amount as
shown in the records of the Seller will be rebuttable presumptive evidence of
the principal amount owing under this Note.
1. Purchase and Sale Agreement. This Note is the Purchaser Note
described in, and is subject to the terms and conditions set forth in, that
certain Mortgage Loan Purchase Agreement dated as of June 1, 1998 (as the same
may be amended, supplemented, restated or otherwise modified in accordance with
its terms, the "Purchase Agreement"), between the Seller and the Purchaser.
Reference is hereby made to the Purchase Agreement for a statement of certain
other rights and obligations of the Purchaser and the Seller.
2. Definitions. Capitalized terms used (but not defined) herein have
the meanings ascribed thereto in the Purchase Agreement. In addition, as used
herein, the following terms have the following meanings:
"Agreements" means, collectively, the Purchase Agreement, the
Indenture and the Master Servicing Agreement.
"Bankruptcy Proceedings" has the meaning set forth in clause (a) of
paragraph 7 hereof.
"Final Maturity Date" means the date that falls one year and one day
after the Stated Maturity Date.
"Junior Liabilities" means all obligations of the Purchaser to the
Seller under this Note.
"Indenture Trustee" means the Trustee under the Indenture and its
successors and assigns.
"Senior Liabilities" means all obligations of the Purchaser to the
Trust Estate and any other obligations of the Purchaser for the benefit of
Bondholders arising under or in connection with the Agreements, howsoever
created, arising or evidenced, whether direct or indirect, absolute or
contingent, now or thereafter existing, or due or to become due on or before the
Final Maturity Date.
"Subordination Provisions" means, collectively, clauses (a) through
(i) of paragraph 7 hereof.
3. Interest. Subject to the Subordination Provisions and paragraph 10
hereof, the Purchaser promises to pay interest on the aggregate unpaid principal
amount of this Note outstanding on each day, at a variable rate equal to the
"prime rate" determined as provided in Section 5 of the Purchase Agreement.
4. Interest Payment Dates. Subject to the Subordination Provisions,
paragraph 10 hereof and Section 5(a) of the Purchase Agreement, the Purchaser
shall pay accrued interest on this Note on each Distribution Date and on the
Final Maturity Date. The Purchaser also shall pay accrued interest on the
principal amount of each prepayment hereof on the date of each such prepayment.
5. Basis of Computation. Interest accrued hereunder shall be computed
for the actual number of days elapsed on the basis of a 360-day year.
6. Principal Payment Dates. Subject to the Subordination Provisions,
any unpaid principal of this Note shall be paid on the Final Maturity Date (or,
if such date is not a Business Day, the next succeeding Business Day). Subject
to the Subordination Provisions, paragraph 10 hereof and Section 5(a) of the
Purchase Agreement, the principal amount of and accrued interest on this Note
may be prepaid on any Business Day without premium or penalty.
7. Subordination Provisions. The Purchaser covenants and agrees, and
the Seller, by its acceptance of this Note, likewise covenants and agrees, that
the payment of all Junior Liabilities is hereby expressly subordinated in right
of payment to the payment and performance of the Senior Liabilities to the
extent and in the manner set forth in the following clauses of this paragraph 7:
(a) (i) In the event of any dissolution, winding up,
liquidation, readjustment, reorganization or other similar event relating to the
Purchaser, whether voluntary or involuntary, partial or complete, and whether in
bankruptcy, insolvency, receivership or other similar proceedings, or upon an
assignment for the benefit of creditors, or any other marshalling of the assets
and liabilities of the Purchaser or any sale of all or substantially all of the
assets of the Purchaser (such proceedings being herein collectively called
"Bankruptcy Proceedings"), and (ii) on and after the occurrence and continuation
of Event of Default under the Indenture, the Senior Liabilities shall first be
paid and performed in full and in cash before the Seller shall be entitled to
receive and to retain any payment or distribution in respect of the Junior
Liabilities. In order to implement the foregoing: (x) all payments and
distributions of any kind or character in respect of the Junior Liabilities to
which the Seller would be entitled except for this clause (a) shall be made
directly to the Indenture Trustee (for the benefit of the Bondholders); and (y)
the Seller hereby irrevocably agrees that the Indenture Trustee (on behalf of
the Bondholders), in the name of the Seller or otherwise, may demand, sue for,
collect, receive and receipt for any and all such payments or distributions, and
file, prove and vote or consent in any such Bankruptcy Proceedings with respect
to any and all claims of the Seller relating to the Junior Liabilities, in each
case until the Senior Liabilities shall have been paid and performed in full and
in cash.
(b) Following the occurrence of any of the events described in
clause (a)(i) or (ii), in the event that the Seller receives any payment or
other distribution of any kind or character from the Purchaser or from any other
source whatsoever, in respect of the Junior Liabilities, such payment or other
distribution shall be received in trust for the Indenture Trustee and shall be
turned over by the Seller to the Indenture Trustee (for the benefit of the
Bondholders) forthwith. All payments and distributions received by the Indenture
Trustee in respect of this Note, to the extent received in or converted into
cash, may be applied by the Indenture Trustee (for the benefit of the
Bondholders) first to the payment of any and all reasonable expenses (including
reasonable attorneys' fees and legal expenses) paid or incurred by the Indenture
Trustee or the Bondholders in enforcing these Subordination Provisions, or in
endeavoring to collect or realize upon the Junior Liabilities, and any balance
thereof shall, solely as between the Seller and the Bondholders, be applied by
the Indenture Trustee toward the payment of the Senior Liabilities in a manner
determined by the Indenture Trustee to be in accordance with the Indenture; but
as between the Purchaser and its creditors, no such payments or distributions of
any kind or character shall be deemed to be payments or distributions in respect
of the Senior Liabilities.
(c) Upon the final payment in full and in cash of all Senior
Liabilities, the Seller shall be subrogated to the rights of the Indenture
Trustee to receive payments or distributions from the Purchaser that are
applicable to the Senior Liabilities until the Junior Liabilities are paid in
full.
(d) These Subordination Provisions are intended solely for the
purpose of defining the relative rights of the Seller, on the one hand, and the
Indenture Trustee (on behalf of Bondholders), on the other hand. Nothing
contained in these Subordination Provisions or elsewhere in this Note (subject
to paragraph 10 hereof) is intended to or shall impair, as between the
Purchaser, its creditors (other than the Bondholders) and the Seller, the
Purchaser's obligation, which is unconditional and absolute, to pay the Junior
Liabilities as and when the same shall become due and payable in accordance with
the terms hereof (subject to paragraph 10 hereof) and of the Purchase Agreement
or to affect the relative rights of the Seller and creditors of the Purchaser
(other than the Bondholders).
(e) The Seller shall not, until the Senior Liabilities have
been finally paid and performed in full and in cash, (i) cancel, waive, forgive,
transfer or assign, or commence legal proceedings to enforce or collect, or
subordinate to any obligation of the Purchaser, howsoever created, arising or
evidenced, whether direct or indirect, absolute or contingent, or now or
thereafter existing, or due or to become due (other than the Senior
Liabilities), the Junior Liabilities or any rights in respect hereof or (ii)
convert the Junior Liabilities into an equity interest in the Purchaser, unless,
in the case of each of clauses (i) and (ii) above, the Seller shall have
received the prior written consent of the Indenture Trustee in each case.
(f) The Seller shall not, except without the advance written
consent of the Indenture Trustee, commence, or join with any other Person in
commencing, any Bankruptcy Proceedings with respect to the Purchaser until at
least one year and one day have passed since the Stated Maturity.
(g) If, at any time, any of the payment (in whole or in part)
made with respect to any Senior Liabilities is rescinded or must be restored or
returned by the Indenture Trustee or Bondholders (whether in connection with any
Bankruptcy Proceedings or otherwise), these Subordination Provisions shall
continue to be effective or shall be reinstated, as the case may be, as though
such payment had not been made.
(h) The Indenture Trustee (on behalf of Bondholders) may, from
time to time, without notice to the Seller, and without waiving any of its
rights under these Subordination Provisions, take any or all of the following
actions: retain or obtain an interest in any property to secure any of the
Senior Liabilities; (ii) retain or obtain the primary or secondary obligations
of any other obligor or obligors with respect to any of the Senior Liabilities;
(iii) extend or renew for one or more periods (whether or not longer than the
original period), alter or exchange any of the Senior Liabilities, or release or
compromise any obligation of any nature with respect to any of the Senior
Liabilities; (iv) amend, supplement, amend and restate, or otherwise modify the
Agreements or any related document; and (v) release its security interest in or
surrender, release or permit any substitution or exchange for all or any part of
any rights or property securing any of the Senior Liabilities, or extend or
renew for one or more periods (whether or not longer than the original period)
or release, compromise, alter or exchange any obligations of any nature of any
obligor with respect to any such rights or property.
(i) The Seller hereby waives: (i) notice of acceptance of
these Subordination Provisions by any of the Bondholders, (ii) notice of the
existence, creation, non-payment or non-performance of all or any of the Senior
Liabilities; and (iii) all diligence in enforcement, collection or protection
of, or realization upon, the Senior Liabilities, or any thereof, or any security
therefor.
(j) These Subordination Provisions constitute a continuing
offer from the Purchaser to all Persons who become the holders of, or who
continue to hold, Senior Liabilities; and these Subordination Provisions are
made for the benefit of the Bondholders, and the Indenture Trustee may proceed
to enforce such provisions on behalf of each of such Persons.
8. General. No failure or delay on the part of the Seller in exercising
any power or right hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power or right preclude any other or
further exercise thereof or the exercise of any other power or right. No
amendment, modification or waiver of, or consent with respect to, any provision
of this Note shall in any event be effective unless (a) the same shall be in
writing and signed and delivered by the Purchaser and the Seller, and (b) all
consents required for such actions under the Agreements shall have been received
by the appropriate Persons. The rights and remedies granted hereunder to the
Indenture Trustee and the Bondholders are subject to exercise as provided in the
Agreements.
9. Limitation on Interest. Notwithstanding anything in this Note to the
contrary, the Purchaser shall never be required to pay unearned interest on any
amount outstanding hereunder, and shall never be required to pay interest on the
principal amount outstanding hereunder at a rate in excess of the maximum
interest rate that may be contracted for, charged or received without violation
of applicable federal or state law.
10. Acknowledgment. The Seller acknowledges and agrees that it has no
rights to payment under this Note, and will not make any claim for payment
hereunder, unless funds are available for payment by the Purchaser in excess of
amounts due and payable by it at the time under the Agreements. The Purchaser
agrees to apply all amounts received in respect of the Investor Certificates
held by the Purchaser to amounts due or outstanding under this Note. The Seller
further acknowledges and agrees that its sole right to payment of principal and
interest on this Note shall be limited to amounts received by the Purchaser from
the Investor Certificates held by the Purchaser.
11. No Negotiation. This Note is not negotiable.
12. GOVERNING LAW. THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES.
13. Captions. Paragraph captions used in this Note are provided solely
for convenience of reference only and shall not affect the meaning or
interpretation of any provision of this Note
AMERICAN RESIDENTIAL EAGLE, INC.
By:____________________________
Name:__________________________
Title:_________________________
SERVICING AGREEMENT
BETWEEN
LEHMAN CAPITAL, A DIVISION OF LEHMAN BROTHERS HOLDINGS INC.,
OWNER
AND
OCWEN FEDERAL BANK FSB,
SPECIAL
SERVICER
DATED AS OF DECEMBER 1, 1997
RESIDENTIAL ADJUSTABLE AND FIXED RATE MORTGAGE LOANS
GROUP NO. OFB-LB1
TABLE OF CONTENTS
Page
----
ARTICLE I
DEFINITIONS
ARTICLE II
OWNER'S ENGAGEMENT OF STANDBY SERVICER TO PERFORM STANDBY SERVICING
RESPONSIBILITIES
Section 2.01. Contract for Standby Servicing; Possession of Servicing
Files .................................................. 14
Section 2.02. Books and Records ...................................... 14
Section 2.03. Commencement of Standby Servicing Responsibilities and
Servicing Responsibilities ............................. 15
Section 2.04. Owner Covenants Regarding Transfer of Servicing for
Transferred Mortgage Loans ............................. 16
Section 2.05. Special Servicer Covenants Regarding Transfer of
Servicing Transferred Mortgage Loans .................. 18
Section 2.06. Custodial Agreement .................................... 19
ARTICLE III
SERVICING OF THE TRANSFERRED MORTGAGE LOANS
Section 3.01. Special Servicer to Service Transferred Mortgage Loans .. 21
Section 3.02. Collection of Mortgage Loan Payments .................... 23
Section 3.03. Establishment of and Deposits to Custodial Account ...... 23
Section 3.04. Permitted Withdrawals From Custodial Account ............ 24
Section 3.05. Establishment of and Deposits to Escrow Account ......... 25
Section 3.06. Permitted Withdrawals From Escrow Account ............... 26
Section 3.07. Notification of Adjustments ............................. 27
Section 3.08. Completion and Recordation of Assignment of Mortgage .... 27
Section 3.09. Protection of Accounts ................................. 28
Section 3.10. Default Management Provisions ........................... 28
ARTICLE IV
PAYMENTS TO OWNER
Section 4.01. Remittances ............................................. 33
Section 4.02. Statements to Owner ..................................... 33
ARTICLE V
GENERAL SERVICING PROCEDURES
Section 5.01 Servicing Compensation .................................. 35
ARTICLE VI
REPRESENTATIONS, WARRANTIES
Section 6.01. Representations, Warranties and Agreements of the Special
Servicer ............................................... 37
Section 6.02. Remedies for Breach of Representations and Warranties of
the Special Servicer ................................... 39
Section 6.03. Representations and Warranties of the Owner ............ 40
Section 6.04. Remedies for Breach of Representations and Warranties of
the Owner .............................................. 41
ARTICLE VII
WHOLE LOAN TRANSFER; PASS-THROUGH TRANSFER
Section 7.01. Removal of Mortgage Loans from Inclusion Under this
Agreement Upon a Pass-Through Transfer or a Whole Loan
Transfer on One or More Reconstitution Dates ........... 43
Section 7.02. Additional Indemnification by the Special Servicer; Third
Party Claims .......................................... 44
ARTICLE VIII
THE STANDBY SERVICER
Section 8.01. Merger or Consolidation of the Special Servicer ....... 46
Section 8.02. Limitation on Liability of the Special Servicer and
Others ............................................... 46
Section 8.03. Limitation on Resignation and Assignment by the Special
Servicer ............................................. 47
ARTICLE IX
TERMINATION
Section 9.01. Termination for Cause ................................. 48
Section 9.02. Termination Without Cause ............................ 50
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Successor to the Special Servicer .................... 51
Section 10.02. Closing .............................................. 52
Section 10.03. Closing Documents .................................... 53
Section 10.04. Costs ................................................ 53
Section 10.05. Protection of Confidential Information ............... 54
Section 10.06. Notices .............................................. 54
Section 10.07. Severability Clause .................................. 55
Section 10.08. No Personal Solicitation ............................. 55
Section 10.09. Counterparts ......................................... 56
Section 10.10. Place of Delivery and Governing Law .................. 56
Section 10.11. Further Agreements ................................... 56
Section 10.12. Intention of the Parties.............................. 56
Section 10.13. Successors and Assigns; Assignment of Servicing
Agreement ............................................ 56
Section 10.14. Waivers .............................................. 57
Section 10.15. Exhibits ............................................. 57
Section 10.16. General Interpretive Principles ...................... 57
Section 10.17. Reproduction of Documents ............................ 57
EXHIBITS
EXHIBIT A MORTGAGE LOAN SCHEDULE
EXHIBIT B FORM OF NOTICE OF TRANSFER
EXHIBIT C CUSTODIAL ACCOUNT CERTIFICATION
EXHIBIT D ESCROW ACCOUNT CERTIFICATION
EXHIBIT E-1 OFFICER'S CERTIFICATE FOR FIRST CLOSING
EXHIBIT E-2 OFFICER'S CERTIFICATE FOR SUBSEQUENT CLOSINGS
EXHIBIT F-1 THE FIRST TRUST CUSTODIAL AGREEMENT
EXHIBIT F-2 THE TEXAS COMMERCE CUSTODIAL AGREEMENT
EXHIBIT F-3 FORM OF ASSIGNMENT OF CUSTODIAL AGREEMENT
EXHIBIT G FORM OF OPINION OF COUNSEL OF THE SPECIAL SERVICER
EXHIBIT H FORM OF ACKNOWLEDGMENT AGREEMENT
EXHIBIT I DECISION MATRIX
SERVICING AGREEMENT
-------------------
This is a Servicing Agreement (the "Agreement"), dated as of
December 1, 1997, by and between Lehman Capital, A Division of Lehman
Brothers Holdings Inc., having an office at 3 World Financial Center 12th
Floor, 200 Vesey Street, New York, New York 10285-1200 (the "Owner") and
Ocwen Federal Bank FSB, having an office at The Forum, Suite 1002, 1675 Palm
Beach Lakes Blvd., West Palm Beach, Florida 33401 (the "Special Servicer").
W I T N E S S E T H
WHEREAS, the Owner has acquired certain first and second lien fixed
and adjustable rate residential mortgage loans (collectively, the "Mortgage
Loans") identified in the Mortgage Loan Schedule attached hereto as Exhibit A
pursuant to that certain Seller's Warranties and Servicing Agreement dated as
of September 30, 1997 by and between the Owner and Option One Mortgage
Corporation ("Option One") and that certain Purchase and Servicing Agreement
dated as of October 1, 1997 by and between the Owner and Long Beach Mortgage
Company ("Long Beach Mortgage" and together with Option One and Ameriquest,
the "Primary Servicers") and it being further understood that the servicing
rights to the Mortgage Loans acquired from Long Beach Mortgage will be
transferred to Aurora Loan Services Inc. ("Aurora"), pursuant to that certain
Flow Servicing Agreement dated September 1, 1997, by and between the Owner
and Aurora;
WHEREAS, the Owner may acquire mortgage loans in the future (the
"Additional Mortgage Loans") for which the Owner desires to contract with the
Special Servicer for certain special servicing responsibilities with respect
to such Additional Mortgage Loans;
WHEREAS, the Owner desires to contract with the Special Servicer
for certain special servicing responsibilities associated with the Mortgage
Loans and the Special Servicer desires to assume the special servicing
responsibilities with respect to such Mortgage Loans as more particularly
described herein; and
WHEREAS, the Owner desires to contract with the Special Servicer
for certain servicing responsibilities associated with the Transferred
Mortgage Loans (as defined herein) and the Special Servicer desires to assume
the servicing responsibilities with respect to such Transferred Mortgage
Loans.
NOW, THEREFORE, in consideration of the mutual agreements
hereinafter set forth, and for other good and reasonable consideration, the
receipt and adequacy of which is hereby acknowledged, the Owner and Special
Servicer hereby agree as follows:
ARTICLE I
DEFINITIONS
The following terms are defined as follows (except as otherwise
agreed in writing by the parties):
Accepted Servicing Practices: As defined in Section 3.01(A).
----------------------------
Acknowledgment Agreement: The document to be executed by the Owner
------------------------
and the Special Servicer on or prior to each Additional Mortgage Loan
Transfer Date which document shall amend the Mortgage Loan Schedule attached
as Exhibit A hereto to reflect the addition of Additional Mortgage Loans to
such Exhibit A and which document reflects the addition of Additional
Mortgage Loans which are subject to the terms and conditions of this
Agreement. A form of the Acknowledgment Agreement is attached hereto as
Exhibit H.
Additional Mortgage Loan: Any mortgage loan for which the Owner
------------------------
and the Special Servicer mutually agree, subsequent to the execution of this
Agreement, that such mortgage loan shall be governed by this Agreement.
Additional Mortgage Loan Transfer Date(s): The date or dates upon
-----------------------------------------
which the Special Servicer receives the transfer of additional servicing
responsibilities with respect to Additional Mortgage Loans and begins to
perform the servicing of such Additional Mortgage Loans in accordance with
the terms set forth herein which dates shall be as set forth in the related
Acknowledgment Agreement.
Agreement: This Servicing Agreement and all amendments hereof and
---------
supplements hereto.
Ancillary Income: All income derived from the Transferred Mortgage
----------------
Loans, other than Transferred Mortgage Loan Servicing Fees, including but not
limited to, late charges, fees received with respect to checks or bank drafts
returned by the related bank for non-sufficient funds, assumption fees,
optional insurance administrative fees and all other incidental fees and
charges. The Special Servicer shall retain all Ancillary Income for the
Transferred Mortgage Loans.
Appraised Value: The value set forth in an appraisal made in
---------------
connection with the origination of the related Mortgage Loan as the value of
the Mortgaged Property.
Appropriate Federal Banking Agency: Appropriate Federal Banking
----------------------------------
Agency shall have the meaning ascribed to it by Section 1813(q) of Title 12
of the United States Code, as amended from time to time.
Assignment of Mortgage: An assignment of the Mortgage, notice of
----------------------
transfer or equivalent instrument in recordable form, sufficient under the
laws of the jurisdiction wherein the related Mortgaged Property is located to
reflect the transfer of the Mortgage to the party indicated therein.
Base Servicing Fee: With respect to any Mortgage Loan that becomes
------------------
a Transferred Mortgage Loan for any month or part thereof, commencing in the
month after the related Transfer Date, one-twelfth the product of (a) the
Servicing Fee Rate and (b) the outstanding principal balance of such
Transferred Mortgage Loan or, in the case of an REO Property, the outstanding
principal balance of the Transferred Mortgage Loan immediately prior to its
becoming an REO Property. The obligation of the Owner to pay the Base
Servicing Fee is limited to, and such Base Servicing Fee is payable solely
from, the interest portion (including recoveries with respect to late
payments, Insurance Proceeds and/or Liquidation Proceeds to the extent
permitted by Section 3.04 of this Agreement) of such Monthly Payment
collected by the Special Servicer, or as otherwise provided under this
Agreement. To the extent such amount is not sufficient to cover the Base
Servicing Fee, the Special Servicer shall send to the Owner an invoice
detailing the amount of the unpaid Base Servicing Fee owed to the Special
Servicer and the Owner shall pay such amount to the Special Servicer within
20 Business Days of receiving such an invoice.
Best Efforts: Efforts determined to be reasonably diligent by the
------------
Owner or Special Servicer, as the case may be, in its sole discretion. Such
efforts do not require the Owner or Special Servicer, as the case may be, to
enter into any litigation, arbitration or other legal or quasi-legal
proceeding, nor do they require the Owner or Special Servicer, as the case
may be, to advance or expend fees or sums of money in addition to those
specifically set forth in this Agreement.
Breach: As defined in Section 6.02.
------
Business Day: Any day other than (i) a Saturday or Sunday, or (ii)
------------
a day on which banking and savings and loan institutions in the State of
Florida or in the State of New York are authorized or obligated by law or
executive order to be closed.
Closing Date: December 8, 1997.
------------
Conversion Date: The date on which a Severely Delinquent Loan
---------------
becomes a Resolved Loan.
Custodial Account: The separate account or accounts created and
-----------------
maintained pursuant to Section 3.03.
Custodial Agreement: Either of the custodial agreements among the
-------------------
Owner, as initial Servicer, the Owner and First Trust National Association,
dated as of February 1, 1993, which is annexed hereto as Exhibit F-1 and the
custodial agreement among the Owner, Long Beach and Texas Commerce Bank,
dated as of October 1, 1997, which is annexed hereto as Exhibit F-2.
Custodian: The Custodian under the applicable Custodial Agreement,
---------
or its successors in interest or assigns or any successor to the related
Custodian under the related Custodial Agreement as provided therein.
Decision Matrix: As defined in Section 3.10(e).
---------------
Determination Date: The last day of the month immediately
------------------
preceding the related Remittance Date (or if such day is not a Business Day,
the Business Day immediately preceding such day).
Distressed Mortgage Loan: Any Mortgage Loan with respect to which
-------------------------
the related Mortgagor is 61 or more days delinquent (without giving effect to
any grace period permitted by the related Mortgage Note) in the payment of a
scheduled Monthly Payment.
Eligible Investments: Any one or more of the obligations and
--------------------
securities listed below which investment provides for a date of maturity not
later than the Determination Date in each month:
(i) direct obligations of, and obligations fully guaranteed
by, the United States of America, or any agency or
instrumentality of the United States of America the
obligations of which are backed by the full faith and
credit of the United States of America; and
(ii) federal funds, demand and time deposits in, certificates
of deposits of, or bankers' acceptances issued by, any
depository institution or trust company incorporated or
organized under the laws of the United States of America
or any state thereof and subject to supervision and
examination by federal and/or state banking authorities,
so long as at the time of such investment or contractual
commitment providing for such investment the commercial
paper or other short-term debt obligations of such
depository institution or trust company (or, in the case
of a depository institution or trust company which is the
principal subsidiary of a holding company, the commercial
paper or other short-term debt obligations of such
holding company) are rated "P-1" by Moody's and the long-
term debt obligations of such holding company) are rated
"P-1" by Moody's and the long-term debt obligations of
such depository institution or trust company (or, in the
case of a depository institution or trust company which
is the principal subsidiary of a holding company, the
long-term debt obligations of such holding company) are
rated at least "Aa" by Moody's;
provided, however, that no such instrument shall be an Eligible
-------- -------
Investment if such instrument evidences either (i) a right to receive only
interest payments with respect to the obligations underlying such instrument,
or (ii) both principal and interest payments derived from obligations
underlying such instrument and the principal and interest payments with
respect to such instrument provide a yield to maturity of greater than 120%
of the yield to maturity at par of such underlying obligations.
Errors and Omissions Insurance: Errors and Omissions Insurance to
------------------------------
be maintained by the Special Servicer pursuant to the FNMA Guides or FHLMC
Guides.
Escrow Account: The separate account or accounts operated and
--------------
maintained pursuant to Section 3.05.
Escrow Payments: With respect to any Mortgage Loan, the amounts
---------------
constituting ground rents, taxes, assessments, water rates, sewer rents,
municipal charges, mortgage insurance premiums, fire and hazard insurance
premiums, condominium charges, homeowners association charges, and any other
payments required to be escrowed by the Mortgagor with the mortgagee pursuant
to the Mortgage or any other document.
Event of Default: Any event set forth in Section 9.01.
----------------
FDIC: The Federal Deposit Insurance Corporation, or any successor
----
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any
-----
successor thereto.
FHLMC Guides: The FHLMC Selling Guide and the FHLMC Servicing
------------
Guide and all amendments or additions thereto.
Fidelity Bond: A fidelity bond to be maintained by the Special
-------------
Servicer pursuant to the FNMA Guides or FHLMC Guides.
First Remittance Date: With respect to each Mortgage Loan, the 10th
---------------------
day of the month following the month in which the related Transfer Date
occurs, or if such 10th day is not a Business Day, the first Business Day
immediately following such 10th day.
FNMA: The Federal National Mortgage Association, or any successor
----
thereto.
FNMA Guides: The FNMA Selling Guide and the FNMA Servicing Guide
-----------
and all amendments or additions thereto.
Foreclosed Mortgage Loan: A Transferred Mortgage Loan for which
------------------------
title to the Mortgaged Property is taken back by the Special Servicer either
through a deed in lieu of foreclosure or through the completion of the
foreclosure process consistent with this Agreement and the resulting REO
Property is liquidated consistent with the terms of this Agreement.
Insurance Expenses: Expenses incurred by the Special Servicer in
------------------
connection with pursuing any insurance claim with respect to any Transferred
Mortgage Loan or REO Property acquired in respect thereof (including, without
limitation, reasonable legal fees and reasonable expenses) and any Servicing
Advances incurred and any unpaid Transferred Mortgage Loan Servicing Fee
payable with respect to such Transferred Mortgage Loan or such property not
previously reimbursed from collections or other proceeds therefrom.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds
------------------
of insurance policies insuring the Mortgage Loan or the related Mortgaged
Property.
Insured Depository Institution: Insured Depository Institution
------------------------------
shall have the meaning ascribed to such term by Section 1813(c)(2) of Title
12 of the United States Code, as amended from time to time.
Liquidation Expenses: Expenses incurred by the Special Servicer
--------------------
in connection with the liquidation of any Transferred Mortgage Loan or REO
Property acquired in respect thereof (including, without limitation,
reasonable legal fees and expenses, committee or referee fees, and, if
applicable, brokerage commissions, and conveyance taxes) and any Servicing
Advances incurred and any unpaid Transferred Mortgage Loan Servicing Fee
payable with respect to such Transferred Mortgage Loan or such REO Property
not previously reimbursed from collections or other proceeds therefrom.
Liquidation Proceeds: The amount (other than Insurance Proceeds)
--------------------
received in connection with (i) the taking of a Mortgaged Property by
exercise of the power of eminent domain or condemnation, to the extent such
proceeds are not to be applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the express
requirements of the Mortgage or Mortgage Note or any other Mortgage Loan
Documents or in accordance with Accepted Servicing Practices, (ii) the
liquidation of a Transferred Mortgage Loan through a trustee's sale,
foreclosure sale or otherwise, (iii) the sale of a Transferred Mortgage Loan
or an REO Property in accordance with the terms of this Agreement or (iv) the
sale of all of the Mortgage Loans.
Modified Mortgage Loan: A Transferred Mortgage Loan which is
----------------------
modified in a manner consistent with this Agreement and for which the
Mortgagor has made three consecutive payments consistent with the terms of
such Transferred Mortgage Loan as so modified.
Monthly Payment: The scheduled monthly payment of principal and
---------------
interest on a Mortgage Loan.
Mortgage: The mortgage, deed of trust or other instrument securing
--------
a Mortgage Note, which creates a first lien on an unsubordinated estate in
fee simple in real property securing the Mortgage Note.
Mortgage Impairment Insurance Policy: A mortgage impairment or
------------------------------------
blanket hazard insurance policy as described in the FNMA Guides or FHLMC
Guides.
Mortgage Interest Rate: The annual rate of interest borne on a
----------------------
Mortgage Note.
Mortgage Loan: An individual Mortgage Loan which is the subject
-------------
of this Agreement, each Mortgage Loan subject to this Agreement being
identified on the Mortgage Loan Schedule, which Mortgage Loan includes
without limitation the Mortgage Loan documents, the Monthly Payments,
Principal Prepayments, Liquidation Proceeds, Insurance Proceeds, REO
Disposition Proceeds, and all other rights, benefits, proceeds and
obligations arising from or in connection with such Mortgage Loan.
Mortgage Loan Documents: The documents listed in the applicable
-----------------------
section of the applicable Custodial Agreement.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan,
-----------------------------
the annual rate of interest remitted to the Owner, which shall be equal to
the Mortgage Interest Rate minus the applicable Transferred Mortgage Loan
Servicing Fee.
Mortgage Loan Schedule: A schedule of certain Mortgage Loans
----------------------
setting forth information with respect to such Mortgage Loans, which schedule
supplements this Agreement and becomes part of Exhibit A hereof on the
Closing Date which shall be modified from time to time upon repurchase or
substitution of a Mortgage Loan by the Primary Servicer or to reflect the
addition of any Additional Mortgage Loan to the terms of this Agreement.
Mortgage Note: The note or other evidence of the indebtedness of
-------------
a Mortgagor secured by a Mortgage.
Mortgaged Property: The real property securing repayment of the
------------------
debt evidenced by a Mortgage Note.
Mortgagor: The obligor on a Mortgage Note.
---------
Net Insurance Proceeds: The excess of Insurance Proceeds received
----------------------
with respect to any Mortgage Loan or REO Property over the amount of
Insurance Expenses incurred with respect thereto.
Net Liquidation Proceeds: The excess of Liquidation Proceeds
------------------------
received with respect to any Mortgage Loan or REO Property over the amount of
Liquidation Expenses incurred with respect thereto.
Net Resolution Proceeds: With respect to each Resolved Loan, the
------------------------
"gross proceeds" received with respect to the final disposition of such
Resolved Loan on the Conversion Date; minus all customary and reasonable
expenses incurred in connection with the servicing and Resolution of
such Mortgage Loan including without limitation, any (a) legal expenses,
(b) advances of interest at the Mortgage Interest Rate, (c) unrecovered taxes
paid, (d) unrecovered hazard insurance premiums, (e) property protection
expenses, (f) maintenance expenses and (g) property expenses and with respect
to (i) a Foreclosed Mortgage Loan, the term "gross proceeds" shall mean
all proceeds from the sale of the REO Property less any real estate
brokerage fees and closing costs, (ii) a Paid-Off Mortgage Loan, the
term "gross proceeds" shall mean all the proceeds actually received by
the Special Servicer including prepayment penalties but not including late
charges and Ancillary Income, (iii) a Reinstated Mortgage Loan, the term
"gross proceeds" shall mean an amount equal to the unpaid principal
balance of the Reinstated Mortgage Loan at the time of the entering into
of the agreement with the related Mortgagor, and (iv) a Modified
Mortgage Loan, the term "gross proceeds" shall mean an amount equal to the
unpaid principal balance of the Modified Mortgage Loan at the time of the
entering into of the agreement with the related Mortgagor.
Nonrecoverable Advance: Any portion of an advance (whether an
----------------------
advance under Section 2.05 or a Servicing Advance) proposed to be made or
previously made which has not been previously reimbursed to the Special
Servicer, and which the Special Servicer has determined in its good faith
business judgment will not or, in the case of a proposed advance, would not,
be ultimately recoverable by the Special Servicer from late payments,
Insurance Proceeds, Liquidation Proceeds and other collections on or in
respect of the related Mortgage Loan. To the extent that any Mortgagor is
not obligated under the related Mortgage Loan Documents to pay or reimburse
any portion of any advances that are outstanding with respect to the related
Mortgage Loan as a result of a modification of such Mortgage Loan by the
Special Servicer which forgives unpaid scheduled payments or other amounts
which the Special Servicer had previously advanced, and the Special Servicer
determines that no other source of payment or reimbursement for such advances
is available to it, such advances shall be deemed to be nonrecoverable;
provided, however, that in connection with the foregoing the Special Servicer
shall provide a certificate as described below. The determination by the
Special Servicer that it has made a Nonrecoverable Advance or that any
proposed advance, if made, would constitute a Nonrecoverable Advance shall be
evidenced by a certificate of a Servicing Officer delivered to the Owner
setting forth such determination and the procedures and considerations of the
Special Servicer forming the basis of such determination, which shall include
a copy of any broker's price opinion and any other information or reports
obtained by the Special Servicer which may support such determinations.
Notice of Transfer: The document to be executed by the Owner on
------------------
or prior to each subsequent Transfer Date which document shall set forth the
Mortgage Loan or Mortgage Loans for which the Special Servicer must assume
servicing responsibilities which are subject to the terms and conditions of
this Agreement, a form of which is attached hereto as Exhibit B.
Officer's Certificate: A certificate signed by the Chairman of the
---------------------
Board or the Vice Chairman of the Board or the President or a Vice President
or an assistant Vice President and by the Treasurer or the Secretary or one
of the Assistant Treasurers or Assistant Secretaries of the Owner, and
delivered to the Special Servicer as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an
------------------
employee of the Special Servicer, reasonably acceptable to the Owner.
Owner: Lehman Capital, A Division of Lehman Brothers Holdings
-----
Inc., or its successors in interest and assigns.
Paid-Off Mortgage Loan: A Transferred Mortgage Loan which is paid
----------------------
in full or for which a lesser final payment is made consistent with the terms
of this Agreement and such payment in full or lesser final payment is
received by the Special Servicer in full satisfaction of the indebtedness
owed under the applicable Mortgage Note.
Pass-Through Transfer: The sale or transfer of some or all of the
---------------------
Mortgage Loans to a trust to be formed as part of a publicly-issued and/or
privately placed, rated or unrated, mortgage pass-through transaction,
including a sale or transfer to FNMA or FHLMC pursuant to specially
negotiated transactions, retaining the Special Servicer as "standby servicer"
(with or without a primary servicer or master servicer) thereunder.
Person: Any individual, corporation, partnership, joint venture,
------
association, joint-stock company, trust, limited liability company,
unincorporated organization, government or any agency or political
subdivision thereof.
Prepayment Interest Shortfall Amount: With respect to any Mortgage
------------------------------------
Loan that was subject to a Principal Prepayment in full during any Due
Period, which Principal Prepayment was applied to such Mortgage Loan prior to
such Mortgage Loan's Due Date in such Due Period, the amount of interest (net
of the related Transferred Mortgage Loan Servicing Fee) that would have
accrued on the amount of such Principal Prepayment during the period
commencing on the date as of which such Principal Prepayment was applied to
such Mortgage Loan and ending on the day immediately preceding such Due Date,
inclusive.
Prime Rate: The prime rate announced to be in effect from time to
----------
time, as published as the average rate in The Wall Street Journal Northeast
--- ---- ------ ------- ---------
Edition.
- -------
Principal Prepayment: Any payment or other recovery of principal
--------------------
on a Mortgage Loan which is received in advance of its scheduled Due Date,
including any prepayment penalty or premium thereon and which is not
accompanied by an amount of interest representing scheduled interest due on
any date or dates in any month or months subsequent to the month of
prepayment.
Principal Prepayment Period: The month preceding the month in
---------------------------
which the related Remittance Date occurs.
Primary Servicer: Any one of Option One, Long Beach Mortgage or
----------------
Ameriquest or such other party as the Owner shall designate.
Qualified Depository: A depository the accounts of which are
--------------------
insured by the FDIC and the debt obligations of which are rated A or better
by Standard & Poor's Corporation and meets such requirements as are necessary
for any Reconstitution Agreement.
Reconstitution Agreements: The agreement or agreements entered
-------------------------
into by the Owner, the Special Servicer, or certain third parties on the
Reconstitution Date(s) with respect to any or all of the Mortgage Loans
serviced hereunder, in connection with a Whole Loan Transfer or a Pass-
Through Transfer as set forth in Section 7.01, including, but not limited to
(i) a Pooling and Servicing Agreement and/or a subservicing/master servicing
agreement and related custodial/trust agreement and related documents with
respect to a Pass-Through Transfer and (ii) a Seller's Warranties and
Servicing Agreement or a Sale and Servicing Agreement and related custodial
agreement and closing documents with respect to a Whole Loan Transfer. Such
agreement or agreements shall prescribe the rights and obligations of the
Special Servicer in providing servicing with respect to Distressed Mortgage
Loans which the Trustee thereunder determines should be serviced by the
Special Servicer and shall provide for servicing compensation to the Special
Servicer (calculated on a weighted average basis for all the related Mortgage
Loans as of the Reconstitution Date), at least equal to the Transferred
Mortgage Loan Servicing Fee due the Special Servicer in accordance with this
Agreement or the servicing fee required pursuant to the Reconstitution
Agreement. The form of relevant Reconstitution Agreement to be entered into
by the Owner and/or master servicer or trustee and the Special Servicer with
respect to Pass-Through Transfers and/or Whole Loan Transfers shall be
reasonably satisfactory in form and substance to the Owner and the Special
Servicer (giving due regard to any rating or master servicing requirements)
and the representations and warranties and servicing provisions contained
therein shall be substantially similar to those contained in this Agreement
(except that the Special Servicer may be required to service on a
scheduled/scheduled basis and may be required to pay up to 30 days
compensating interest on Principal Prepayments), or in Reconstitution
Agreements entered into by special servicers in connection with Pass-Through
Transfers substantially similar to any Pass-Through Transfer governed by such
Reconstitution Agreement otherwise mutually agreed by the parties.
Reconstitution Date: The date or dates on which any or all of the
-------------------
Mortgage Loans subject to this Agreement shall be removed from this Agreement
and reconstituted as part of a Pass-Through Transfer or a Whole Loan Transfer
pursuant to Section 7.01 hereof. On such date or dates, the Mortgage Loans
transferred shall cease to be covered by this Agreement and the Special
Servicer's responsibilities shall cease under this Agreement with respect to
the related transferred Mortgage Loans except as expressly set forth herein.
Reinstated Mortgage Loan: A Transferred Mortgage Loan for which
------------------------
the Mortgagor brings the Transferred Mortgage Loan back to a contractually
current status either through a lump-sum payment or otherwise consistent with
the terms of this Agreement and has made three consecutive timely payments
subsequent to bringing such Transferred Mortgage Loan's status current.
Remittance Date: The 10th day (or if such 10th day is not a
---------------
Business Day, the first Business Day immediately following) of any month,
following the First Remittance Date. Upon the reconstitution of any
Transferred Mortgage Loan, the Remittance Date shall be the date prescribed
by such Reconstitution Agreement.
Resolution: Where a Transferred Mortgage Loan becomes a Resolved
----------
Mortgage Loan.
Resolved Loan: Each of a Reinstated Mortgage Loan, a Modified
-------------
Mortgage Loan, a Paid-Off Mortgage Loan or a Foreclosed Mortgage Loan.
REMIC: A "real estate mortgage investment conduit" within the
-----
meaning of Section 860D of the Code.
REO Disposition: The final sale by the Special Servicer of any REO
---------------
Property.
REO Disposition Proceeds: All amounts received with respect to an
------------------------
REO Disposition.
REO Property: A Mortgaged Property acquired by the Special
------------
Servicer on behalf of the Owner through foreclosure or by deed in lieu of
foreclosure.
Servicing Advances: All customary, reasonable and necessary "out
------------------
of pocket" costs and expenses (including reasonable attorneys' fees and
disbursements) incurred in the performance by the Special Servicer or Primary
Servicer, as applicable, of its servicing obligations, including, but not
limited to, the cost of (a) the preservation, restoration and protection of
the Mortgaged Property, (b) any enforcement or administrative or judicial
proceedings, including foreclosures, (c) the management and liquidation of
the Mortgaged Property if the Mortgaged Property is acquired in satisfaction
of the Mortgage, (d) taxes, assessments, water rates, sewer rates and other
charges which are or may become a lien upon the Mortgaged Property and fire
and hazard insurance coverage, (e) any losses sustained by the Special
Servicer or Primary Servicer, as applicable, with respect to the liquidation
of the Mortgaged Property and (f) compliance with the obligations pursuant to
the provisions of the FNMA Guides and FHLMC Guides or Accepted Servicing
Practices.
Servicing Fee Rate: With respect to each Mortgage Loan subject to
------------------
this Agreement as of the Closing Date and which becomes a Transferred
Mortgage Loan, 0.50% per annum. With respect to each Additional Mortgage
Loan which becomes a Transferred Mortgage Loan, the rate per annum set forth
in the applicable Acknowledgment Agreement.
Servicing File: The items pertaining to a particular Mortgage Loan
--------------
including, but not limited to, the computer files, data disks, books,
records, data tapes, notes, and all additional documents generated as a
result of or utilized in originating and/or servicing each Mortgage Loan,
which are held in trust for the Owner by the Primary Servicer the Special
Servicer.
Servicing Officer: Any officer of the Special Servicer involved
-----------------
in or responsible for, the administration and servicing of the Mortgage Loans
whose name appears on a list of servicing officers furnished by the Special
Servicer to the Owner upon request, as such list may from time to time be
amended.
Severely Delinquent Loan: Any Transferred Mortgage Loan which does
------------------------
not become a Resolved Loan prior to the 150th day of delinquency (without
giving effect to any grace period permitted by the related Mortgage Note) in
the payment of a Monthly Payment.
Special Servicer: Ocwen Federal Bank FSB or its successor in
----------------
interest or assigns or any successor to the Special Servicer under this
Agreement as herein provided.
Transfer Date: Any date specified on the Notice of Transfer on
-------------
which the Special Servicer receives additional servicing responsibilities
pursuant to receipt of such Notice of Transfer from the Owner with respect to
any Distressed Mortgage Loan.
Transferred Mortgage Loan: Any Distressed Mortgage Loan for which
-------------------------
a Notice of Transfer has been delivered to the Special Servicer.
Transferred Mortgage Loan Servicing Fee: Each of the Base
---------------------------------------
Servicing Fee, the Special Servicing Fee, the Extended Special Servicing Fee,
if any and the Incentive Fee, if any.
Well Capitalized: Well Capitalized shall mean, with respect to any
----------------
Insured Depository Institution, the maintenance by such Insured Depository
Institution of capital ratios at or above the required minimum levels for
such capital category under the regulations promulgated pursuant to Section
1831(o) of the United States Code, as amended from time to time, by the
Appropriate Federal Banking Agency for such institution, as such regulation
may be amended from time to time.
Whole Loan Transfer: The sale or transfer of some or all of the
-------------------
Mortgage Loans to a third party purchaser in a whole loan transaction
pursuant to a seller's warranties and servicing agreement or a participation
and servicing agreement, retaining the Special Servicer as "special servicer"
hereunder.
ARTICLE II
OWNER'S ENGAGEMENT OF STANDBY SERVICER TO PERFORM STANDBY SERVICING
RESPONSIBILITIES
Section 2.01. Contract for Standby Servicing; Possession of Servicing
-------------------------------------------------------
Files.
- -----
The Owner, by execution and delivery of this Agreement (and any
related Acknowledgment Agreement with respect to any Additional Mortgage
Loans), does hereby contract with the Special Servicer, subject to the terms
of this Agreement, for the standby servicing of the Mortgage Loans, and
pursuant to this Agreement, on any Transfer Date, the Owner shall transfer or
cause to be transferred by the Primary Servicers the Servicing Files with
respect to any Transferred Mortgage Loan identified on the related Notice of
Transfer to the Special Servicer to be held in trust for the Owner pursuant
to this Agreement. On or before the related Transfer Date, the Owner shall
cause to be delivered or will use its Best Efforts to cause to be delivered
each Servicing File relating to such Transferred Mortgage Loans to the
Special Servicer. Each Servicing File delivered to the Special Servicer
shall be held by the Special Servicer in order to service the Transferred
Mortgage Loans pursuant to this Agreement and are and shall be held in trust
by the Special Servicer for the benefit of the Owner as the owner thereof.
The Special Servicer's possession of any portion of the Transferred Mortgage
Loan documents shall be at the will of the Owner for the sole purpose of
facilitating servicing of the related Transferred Mortgage Loan pursuant to
this Agreement, and such retention and possession by the Special Servicer
shall be in a custodial capacity only. The ownership of each Mortgage Note,
Mortgage, and the contents of the Servicing File shall be vested in the Owner
and the ownership of all records and documents with respect to the related
Transferred Mortgage Loan prepared by or which come into the possession of
the Special Servicer shall immediately vest in the Owner and shall be
retained and maintained, in trust, by the Special Servicer at the will of the
Owner in such custodial capacity only. The portion of each Servicing File
retained by the Special Servicer pursuant to this Agreement shall be
segregated from the other books and records of the Special Servicer and shall
be appropriately marked to clearly reflect the ownership of the related
Transferred Mortgage Loan by the Owner. The Special Servicer shall release
from its custody the contents of any Servicing File retained by it only in
accordance with this Agreement.
Section 2.02. Books and Records.
-----------------
Record title to each Mortgage and the related Mortgage Note shall
remain in the name of (i) the Owner or (ii) in the name as the Owner shall
designate. The Owner shall cause to be prepared and recorded any Assignments
of Mortgage required pursuant to this Section 2.02 and any powers of attorney
required to be executed in favor of the Special Servicer. The Owner or the
Primary Servicer shall pay all necessary fees associated with the preparation
and recording of the Assignments of Mortgage and such powers of attorney as
referred to above. Notwithstanding the foregoing, the Special Servicer shall
cooperate with the Owner or its designee in the Owner's or such designee's
preparation and recording of any and all Assignments of Mortgage relating to
Transferred Mortgage Loans. Additionally, the Special Servicer shall prepare
and execute, at the direction of the Owner, any note endorsements required in
connection with any and all Reconstitution Agreements. All rights arising
out of the Mortgage Loans shall be vested in the Owner. All funds received
on or in connection with a Transferred Mortgage Loan shall be received and
held by the Special Servicer in trust for the benefit of the Owner as the
owner of the Transferred Mortgage Loans pursuant to the terms of this
Agreement.
This Agreement continuously, from the time of its execution, shall
be an official record of the Special Servicer and Special Servicer will
maintain a copy of this Agreement and each agreement related hereto in its
official books and records.
Section 2.03. Commencement of Standby Servicing Responsibilities and
------------------------------------------------------
Servicing Responsibilities.
- --------------------------
Pursuant to the execution of this Agreement the Special Servicer
shall assume and accept such appointment for, all standby servicing
responsibilities for the Mortgage Loans identified in the Mortgage Loan
Schedule attached hereto as Exhibit A.
On each Additional Mortgage Loan Transfer Date, the Owner shall
appoint the Special Servicer to perform, and the Special Servicer shall
assume and accept such appointment for, all standby servicing
responsibilities for the related Additional Mortgage Loans on the related
Mortgage Loan Schedule. The engagement of the Special Servicer to perform
the standby servicing responsibilities with respect to the Additional
Mortgage Loans hereunder is not mandatory and is expressly conditioned upon
the acquisition of the related Additional Mortgage Loans by the Owner, the
election of the Owner respecting the engagement of the Special Servicer to
perform the related standby servicing responsibilities and the election, in
the manner hereinafter set forth, of the Special Servicer to accept such
transfer.
Upon the Owner's determination in its sole discretion to engage the
Special Servicer to perform the standby servicing responsibilities with
respect to Additional Mortgage Loans pursuant to the terms of this Agreement,
the Owner shall execute and the Owner shall notify the Special Servicer by
telephone of its determination to transfer such standby servicing
responsibilities to the Special Servicer and shall deliver an Acknowledgment
Agreement to the Special Servicer within 2 Business Days of such verbal
notification. The Special Servicer may elect to accept or reject on an all
or nothing basis such engagement to perform the standby servicing
responsibilities with respect to the Additional Mortgage Loans by either (i)
in the case of an acceptance, executing the Acknowledgment Agreement and
delivering the same to the Owner within 5 Business Days of receipt of such
Acknowledgment Agreement, or (ii) in the case of a rejection, by written
notification thereof delivered to the Owner within 5 Business Days of
receipt of such Acknowledgment Agreement.
Pursuant to the execution of this Agreement (and any applicable
Acknowledgment Agreement), the Owner shall have the right, at its option, to
transfer servicing responsibilities with respect to any Distressed Mortgage
Loan to the Special Servicer upon five calendar days notice to the Special
Servicer pursuant to a Notice of Transfer. On each Transfer Date, the Owner
may appoint, pursuant to the execution of a Notice of Transfer, the Special
Servicer to perform, and the Special Servicer shall assume and accept such
appointment for, all servicing responsibilities for the related Transferred
Mortgage Loans identified in the related Notice of Transfer. The engagement
of the Special Servicer to perform the servicing responsibilities with
respect to Transferred Mortgage Loans hereunder is mandatory.
Section 2.04. Owner Covenants Regarding Transfer of Servicing for
---------------------------------------------------
Transferred Mortgage Loans.
- --------------------------
On or before each Transfer Date the Owner shall use its Best
Efforts to cause the Primary Servicer to effectuate and evidence the transfer
of the servicing of any Transferred Mortgage Loan from such Primary Servicer
to the Special Servicer including the following:
(a) Notice to Mortgagors. The Owner shall cause the relevant
--------------------
Primary Servicer to mail to the Mortgagor of each Mortgage a letter advising
the Mortgagor of the transfer of the servicing thereof to the Special
Servicer, in accordance with the relevant provisions of the Cranston-Gonzales
National Affordable Housing Act, as the same may be amended from time to
time, and the regulations provided in accordance with the Real Estate
Settlement Procedures Act. The Owner shall cause the related Primary
Servicer to promptly provide the Special Servicer with copies of all such
notices.
(b) Notice to Taxing Authorities and Insurance Companies. The
----------------------------------------------------
Owner shall cause the related Primary Servicer to transmit to the applicable
taxing authorities and insurance companies and/or agents, notification of the
transfer of the servicing to the Special Servicer and instructions to deliver
all notices, tax bills and insurance statements, as the case may be, to the
Special Servicer from and after the related Transfer Date. The Owner shall
cause the Primary Servicer to promptly provide the Special Servicer with
copies of all such notices.
(c) Delivery of Servicing Records. The Owner shall cause the
-----------------------------
Primary Servicer to forward to the Special Servicer all Servicing Files
within five (5) Business Days prior to the Transfer Date, and any other
Mortgage Loan documents in the Primary Servicer's possession relating to each
Transferred Mortgage Loan.
(d) Escrow Payments; Servicing Advances. The Owner shall cause
-----------------------------------
the Primary Servicer to provide the Special Servicer with immediately
available funds by wire transfer in the amount of the net Escrow Payments and
suspense balances and all loss draft balances associated with the Transferred
Mortgage Loans. The Owner shall cause the Primary Servicer to provide the
Special Servicer with an accounting statement of Escrow Payments and suspense
balances and loss draft balances sufficient to enable the Special Servicer to
reconcile the amount of such payment with the accounts of the
Transferred Mortgage Loans. Additionally, the Owner shall cause the
Primary Servicer (i) to provide to the Special Servicer Mortgage Loan
level documentation regarding unreimbursed Servicing Advances and (ii) to
wire the Special Servicer the amount of any agency, trustee or prepaid
Transferred Mortgage Loan payments and all other similar amounts held by the
Primary Servicer.
(e) Payoffs and Assumptions. The Owner shall cause the Primary
-----------------------
Servicer to provide to the Special Servicer copies of all assumption and
payoff statements generated by the Primary Servicer on the Transferred
Mortgage Loans.
(f) Costs, Expenses and Information. The Owner shall be
-------------------------------
responsible for all costs and expenses associated with a Transferred Mortgage
Loan resulting from a Primary Servicer or any previous servicer failing to
service such Transferred Mortgage Loan correctly or failing to give correct
information with respect to such Transferred Mortgage Loan to any previous
servicer, Primary Servicer or the Special Servicer (including, but not
limited to, tax information, insurance information and a failure to make
servicing advances). The Owner shall be responsible for all out-of-pocket
costs associated with the transfer of a Transferred Mortgage Loan to the
Special Servicer. The Owner shall cause the Primary Servicer to forward to
the Special Servicer all information required to be transferred pursuant to
this Agreement in the form of data tapes or other electronic media reasonably
acceptable to the Special Servicer.
(g) Mortgage Payments Received Prior to Transfer Date. The Owner
-------------------------------------------------
shall cause the Primary Servicer to forward all payments received by the
Primary Servicer on each Transferred Mortgage Loan prior to the related
Transfer Date to the account of the particular Mortgagor.
(h) Mortgage Payments Received After Transfer Date. The Owner
----------------------------------------------
shall cause the Primary Servicer to endorse any Monthly Payments received by
the Primary Servicer after the related Transfer Date directly to the Special
Servicer with respect to any Transferred Mortgage Loan and shall cause the
Primary Servicer to forward any such endorsed Monthly Payment to the Special
Servicer by overnight mail on the date of receipt. The Owner shall cause the
Primary Servicer to notify the Special Servicer of the particulars of the
payment, which notification requirement shall be satisfied if the Primary
Servicer forwards with its payment sufficient information to permit
appropriate processing of the payment by the Special Servicer. The Owner
shall cause the Primary Servicer to assume full responsibility for the
necessary and appropriate legal application of Monthly Payments received by
the Primary Servicer after the related Transfer Date with respect to
Transferred Mortgage Loans then in foreclosure or bankruptcy; provided, for
purposes of this Agreement, necessary and appropriate legal application of
such Monthly Payments shall include, but not be limited to endorsement of a
Monthly Payment to the Special Servicer with the particulars of the payment
such as the account number, dollar amount, date received and any special
Mortgagor application instructions.
(i) Reconciliation; Principal and Interest Advances. The Owner
-----------------------------------------------
shall cause the Primary Servicer to, on or before the related Transfer Date,
reconcile principal balances and make any monetary adjustments required by
the Special Servicer. Any such monetary adjustments will be transferred
between the Primary Servicer and the Special Servicer as appropriate. In
addition, the Owner shall cause the Primary Servicer to provide the
Special Servicer Mortgage Loan Level documentation regarding principal
and interest advances.
(j) IRS Forms. The Owner shall cause the Primary Servicer to file
---------
all IRS forms 1098, 1099, 1099A or 1041 and K-1 which are required to be
filed on or before the related Transfer Date in relation to the servicing and
ownership of the Transferred Mortgage Loans for the current calendar year.
The Special Servicer shall be responsible for the filing of forms 1098, 1099
and 1099A and will provide all required information and data to the Owner
necessary for the Owner to file forms 1041 and K-1 with respect to
Transferred Mortgage Loans relating to the actual time periods for which the
Special Servicer has serviced the Transferred Mortgage Loans. The Owner
shall cause the Primary Servicer to provide copies of such forms to the
Special Servicer or the Mortgagors upon request and shall cause the Primary
Servicer to reimburse the Special Servicer for any costs or penalties
incurred by the Special Servicer due to the Primary Servicer's failure to
comply with this paragraph.
Section 2.05. Special Servicer Covenants Regarding Transfer of
------------------------------------------------
Servicing of Transferred Mortgage Loans.
- ---------------------------------------
(a)(i) Within five business days following a Transfer Date, the
Special Servicer shall reimburse the Primary Servicer for all principal and
interest and Servicing Advances made by such Primary Servicer with respect
to any Transferred Mortgage Loan identified on such Notice of Transfer for
which the Primary Servicer has not been reimbursed. Thereafter, such amounts
shall be reimbursed to the Special Servicer in accordance with Section 3.04
hereof.
(ii) The Special Servicer shall, in accordance with the relevant
provisions of the Cranston-Gonzales National Affordable Housing Act, as the
same may be amended from time to time, and the regulations provided in
accordance with the Real Estate Settlement Procedures Act, provide notice to
the Mortgagor of each Mortgage of the transfer of the servicing thereto to
the Special Servicer.
(iii) The Special Servicer shall be responsible for the
preparation and costs associated with notifications to Mortgagors sent by the
Special Servicer, with respect to the assumption of servicing by the Special
Servicer. The Special Servicer shall not be responsible for the preparation
and costs associated with notifications to Mortgagors sent by a Primary
Servicer with respect to assumption of servicing by the Special Servicer.
(b) The Special Servicer, with the Owner and the Primary
Servicers, in order to accomplish any provision contained herein, shall take
any steps reasonably necessary, including, but not limited to (i) executing,
acknowledging and delivering all such further acts, deeds, assignments,
transfers, conveyances, powers of attorney and assurances as may be
reasonably required in order to accomplish any provision herein, (ii)
facilitating and completing the transfer of any Servicing File with respect
to any Transferred Mortgage Loan from a Primary Servicer to the Special
Servicer, (iii) entering into and performing under any Reconstitution
Agreement and (iv) remitting to a Primary Servicer any principal and interest
or Servicing Advance made by such Primary Servicer with respect to a
Transferred Mortgage Loan for which such Primary Servicer has not been
reimbursed. All costs and expenses incurred by compliance with Section
2.05(b), (i) through (iv) shall be the responsibility of the Owner or the
Primary Servicer, as applicable, and all costs incurred by compliance with
Section 2.05(b), (iv) shall be the responsibility of the Special Servicer.
Section 2.06. Custodial Agreement.
-------------------
Pursuant to the applicable Custodial Agreement, the Owner shall
deliver and release to the related Custodian on or prior to each Transfer
Date those Mortgage Loan documents required by the applicable Custodial
Agreement with respect to each Transferred Mortgage Loan, a list of which is
set forth in Section 2 of the applicable Custodial Agreement. In the event
of any conflict, inconsistency or discrepancy between any of the provisions
of this Agreement and any of the provisions of the applicable Custodial
Agreement, the provisions of this Agreement shall control and be binding upon
the Owner and the Special Servicer.
Prior to each Transfer Date, the related Custodian shall have
certified its receipt of all such Mortgage Loan documents required to be
delivered pursuant to the applicable Custodial Agreement, as evidenced by the
Initial Certification of the related Custodian in the form annexed to the
applicable Custodial Agreement. The Owner shall be responsible for, as and
when due, any and all initial document review fees, initial and final
certification fees and recertification fees and any costs associated with
correcting any deficiencies identified in connection with such review(s).
The Owner shall be responsible for maintaining the applicable Custodial
Agreement with respect to the Transferred Mortgage Loans and shall pay all
other fees and expenses of the related Custodian including but not limited
to, (i) any and all annual and warehousing fees, (ii) any and all termination
fees in the event the related Custodian is terminated by the Special
Servicer, except that the Owner shall pay such termination fees in the event
the related Custodian is terminated pursuant to the Owner's request and (iii)
any and all fees due in connection with the deposit or retrieval of a
Transferred Mortgage Loan document or documents.
The Special Servicer shall forward to the related Custodian
original documents evidencing an assumption, modification, consolidation or
extension of any Transferred Mortgage Loan entered into in accordance with
this Agreement within two weeks of their execution, provided, however, that
the Special Servicer shall provide the related Custodian with a certified
true copy of any such document submitted for recordation within one week of
its execution, and shall provide the original of any document submitted for
recordation or a copy of such document certified by the appropriate public
recording office to be a true and complete copy of the original within thirty
days after such certified document is returned from such public recording
office.
ARTICLE III
SERVICING OF THE TRANSFERRED MORTGAGE LOANS
Section 3.01. Special Servicer to Service Transferred Mortgage Loans.
------------------------------------------------------
(A) Acting directly or through one or more subservicers as
provided in Section 8.03 hereof, the Special Servicer, as an independent
contractor, shall service and administer the Transferred Mortgage Loans from
and after the related Transfer Date on behalf of the Owner in accordance with
the terms of this Agreement and the respective Transferred Mortgage Loans
and, to the extent consistent with such terms, in the same manner in which it
services and administers similar mortgage loans for its own portfolio, giving
due consideration to customary and usual standards of practice of prudent
mortgage lenders and loan servicers administering similar mortgage loans but
without regard to:
(i) any relationship that the Special Servicer, any subservicer or
any affiliate of the Special Servicer or any subservicer may have with the
related Mortgagor;
(ii) the Special Servicer's obligation to make principal and
interest advances or Servicing Advances; or
(iii) the Special Servicer's or any subservicer's right to
receive compensation for its services hereunder or with respect to any
particular transaction.
The standards set forth in this Section 3.01(A) shall be defined
herein as "Accepted Servicing Practices."
(B) The Special Servicer shall (i) enforce each Mortgagor's
obligations under the related Mortgage Loan to cause each Mortgaged Property
to be insured against risks, hazards and liabilities as required by all
applicable laws, regulations and Mortgage Loan Documents, in an amount at
least equal to the lesser of (A) the full replacement cost of the
improvements, and (B) the outstanding principal balance of the related
Mortgage Loan or such other amount as is necessary to prevent any reduction
in such policy by reason of the application of co-insurance and to prevent
the Owner from being deemed to be a co-insurer, and (ii) cause each REO
Property to be insured against risks, hazards and liabilities, in an amount
which is at least equal to the lesser of (A) the full replacement value of
the improvements which are a part of such REO Property, and (B) the
outstanding principal balance of the related Mortgage Loan at the time it
became an REO Property; such insurance shall be obtained from an insurer
having a "General Policy Rating" of A or better in Best's Key Rating Guide.
The Special Servicer shall retain copies of all hazard insurance policies or
certificates of insurance representing such coverage. In the event of an
insured loss with respect to any Mortgaged Property, unless the Special
Servicer has actual knowledge that the Mortgagor has filed such a claim with
respect to a Mortgaged Property, the Special Servicer shall promptly file or
cause to be filed a claim on the hazard insurance. In the case of a
Mortgaged Property, the Special Servicer shall apply or disburse all
insurance proceeds in accordance with the terms and provisions of the
Mortgage Loans and this Agreement, and, in the case of a REO Property, the
Special Servicer shall apply or disburse all insurance proceeds in accordance
with the instructions of Owner, in each case net of any amounts due to
Special Servicer as otherwise provided herein. The Special Servicer shall,
where the Mortgagor fails or refuses to maintain insurance on the
Mortgaged Property in accordance with the applicable Mortgage Loan (or
to pay escrows sufficient therefor, as the case may be), subject the
Mortgaged Property to the coverage of its "force-placed" hazard insurance
policy with such deductible as the Special Servicer maintains for similar
mortgaged properties serviced for itself and for others. The amount
of any premiums to the Special Servicer resulting from obtaining such
coverage shall be treated as a Servicing Advance hereunder. The Owner shall
be solely responsible for the amount of the deductible in the event of any
loss and the Special Servicer shall have no liability to Owner therefor.
Subject to the preceding paragraph, the Special Servicer shall, at
its own expense, keep in force during the term of this Agreement a fidelity
bond and a policy or policies of insurance covering errors and omissions in
the performance of the Special Servicer's obligations under this Agreement.
Such fidelity bond and policy or policies shall be maintained with recognized
insurers and shall be in such form and amount as would permit the Special
Servicer to be qualified as a FNMA or FHLMC seller-servicer. The Servicer
shall be deemed to have complied with this provision if an affiliate of the
Special Servicer has such errors and omissions and fidelity bond coverage
and, by the terms of such insurance policy or fidelity bond, the coverage
afforded thereunder extends to the Special Servicer.
Notwithstanding the foregoing paragraph, the Owner and the Special
Servicer hereby agree as follows:
(a) The Owner or the Owner's designee shall prepare and record all
Assignments of Mortgage and powers of attorney, and shall pay the recording
costs associated therewith. The Special Servicer shall track such
Assignments of Mortgage, with respect to Transferred Mortgage Loans, to
ensure they have been recorded.
(b) The Special Servicer shall utilize its internal tax services
and will bear the expense of any outside tax services, if utilized;
provided, however, in accordance with Accepted Servicing Practices, if the
Special Servicer uses outside tax services, the cost of such services, so
long as such cost is reasonable, shall be paid by the Owner.
(c) The Special Servicer shall retain all Ancillary Income with
respect to Transferred Mortgage Loans.
(d) Notwithstanding the foregoing, at any time and from time to
time, the Owner may at its election terminate this Agreement with respect to
any Transferred Mortgage Loan or REO Property as provided by Section 9.02.
Consistent with and subject to Accepted Servicing Practices and the
terms of this Agreement, the Special Servicer may waive, modify or vary any
term of any Transferred Mortgage Loan. or consent to the postponement of
strict compliance with any such term or in any manner grant indulgence to any
Mortgagor. Without limiting the generality of the foregoing, the Special
Servicer shall continue, and is hereby authorized and empowered, to execute
and deliver on behalf of itself and the Owner, all instruments of
satisfaction or cancellation, or of partial or full release, discharge and
all other comparable instruments, with respect to the Transferred Mortgage
Loans and with respect to the related Mortgaged Properties. If reasonably
required by the Special Servicer, the Owner shall furnish the Special
Servicer with any powers of attorney and other documents necessary or
appropriate to enable the Special Servicer to carry out its servicing
and administrative duties under this Agreement.
Section 3.02. Collection of Mortgage Loan Payments.
------------------------------------
Continuously from the related Transfer Date until the date each
Transferred Mortgage Loan ceases to be subject to this Agreement, the Special
Servicer shall proceed diligently to collect all payments due under each of
the Transferred Mortgage Loans when the same shall become due and payable and
shall take special care in ascertaining and estimating Escrow Payments and
all other charges that will become due and payable with respect to the
Transferred Mortgage Loans and each related Mortgaged Property, to the end
that the installments payable by the Mortgagors will be sufficient to pay
such charges as and when they become due and payable.
Section 3.03. Establishment of and Deposits to Custodial Account.
--------------------------------------------------
The Special Servicer shall segregate and hold all funds collected
and received pursuant to the Transferred Mortgage Loans separate and apart
from any of its own funds and general assets and shall establish and maintain
one or more Custodial Accounts, in the form of time deposit or demand
accounts, titled "(Special Servicer), in trust for Lehman Capital, A Division
of Lehman Brothers Holdings Inc., owner of Residential Mortgage Loans, Group
No. _______, and various Mortgagors". The Custodial Account shall be
established with a Qualified Depository. Any funds deposited in the
Custodial Account shall at all times be fully insured by the FDIC and any
amounts therein may be invested in Eligible Investments subject to the
provisions of Section 3.09 hereof. Funds deposited in the Custodial Account
may be drawn on by the Special Servicer in accordance with Section 3.04. The
creation of any Custodial Account shall be evidenced by a certification in
the form of Exhibit C hereto. A copy of such certification shall be
furnished to the Owner and, upon request, to any subsequent owner of the
Mortgage Loans.
The Special Servicer shall deposit in the Custodial Account on a
daily basis, and retain therein, the following collections received by the
Special Servicer in the Special Servicer's lock-box and payments required to
be made by the Special Servicer after the related Transfer Date:
(i) all payments on account of principal on the
Transferred Mortgage Loans, including all Principal Prepayments;
(ii) all payments on account of interest on the Transferred
Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;
(iii) all Net Liquidation Proceeds;
(iv) all Net Insurance Proceeds;
(v) any amount required to be deposited in the Custodial
Account;
(vi) any amounts required to be deposited by the Special
Servicer in connection with the deductible clause in any blanket hazard
insurance policy; and
(vii) any amounts received with respect to or related to any
REO Property or REO Disposition Proceeds.
Any interest paid on funds deposited in the Custodial Account by
the depository institution shall accrue to the benefit of the Special
Servicer and the Special Servicer shall be entitled to retain and withdraw
such interest from the Custodial Account pursuant to Section 3.04.
Additionally, any other benefit derived from the Custodial Account associated
with the receipt, disbursement and accumulation of principal, interest,
taxes, hazard insurance, mortgage insurance, etc. shall accrue to the Special
Servicer.
Section 3.04. Permitted Withdrawals From Custodial Account.
--------------------------------------------
The Special Servicer shall, from time to time, withdraw funds from
the Custodial Account (without implication) for the following purposes:
(i) to make payments to the Owner in the amounts and in the
manner provided for in Section 4.01;
(ii) to reimburse itself for unreimbursed advances of the
Special Servicer's funds made pursuant to Section 2.05 hereof and for
any unreimbursed Servicing Advances, the Special Servicer's right to
reimburse itself pursuant to this subclause (ii) being limited to either
(x) amounts received on the related Transferred Mortgage Loan which
represent late payments of principal and/or interest respecting which
any such advance was made, it being understood that, in the case of any
such reimbursement, the Special Servicer's right thereto shall be prior
to the rights of the Owner or (y) any other amounts in the Collection
Account in the event that such advances have been deemed to be
Nonrecoverable Advances or are not recovered from recoveries in respect
of the related Transferred Mortgage Loan or REO Property after a final
determination has been made as to what amounts have been or will be
recovered, it being understood that for those Transferred Mortgage Loans
in foreclosure, the Owner shall reimburse the Special Servicer for
Servicing Advances and advances made pursuant to Section 2.05 hereof
through the completion of the sale of the defaulted Mortgage Loan, or
the foreclosure and disposition of the REO Property. If the disposition
of a Transferred Mortgage Loan results in the Special Servicer not
recovering all of the foregoing sums, the Owner shall be responsible for
reimbursing to the Special Servicer a sum equal to such non-recovered
amount. In the event that a Transferred Mortgage becomes a
Reconstituted Mortgage Loan, pursuant to the related Reconstitution
Agreement, the Special Servicer shall be able to recover unreimbursed
advances from the related Custodial Account prior to payments to be made
to certificateholders;
(iii) to pay itself any unpaid Transferred Mortgage Loan
Servicing Fees, it being understood that for those Transferred Mortgage
Loans in foreclosure, the Owner shall reimburse the Special Servicer
for Transferred Mortgage Loan Servicing Fees through the completion
of the sale of the defaulted Mortgage Loan or the foreclosure and
disposition of the REO Property. If the disposition of a Transferred
Mortgage Loan results in the Special Servicer not recovering all of the
foregoing sums, the Owner shall be responsible for reimbursing to the
Special Servicer a sum equal to such non-recovered amount;
(iv) to pay itself interest on funds deposited in the Custodial
Account;
(v) to clear and terminate the Custodial Account upon the
termination of this Agreement;
(vi) to transfer funds to another Qualified Depository in
accordance with Section 3.09 hereof;
(xii) to invest funds in certain Eligible Investments in
accordance with Section 3.09 hereof; and
(viii) to withdraw amounts erroneously deposited into the
Custodial Account.
Section 3.05. Establishment of and Deposits to Escrow Account.
-----------------------------------------------
The Special Servicer shall segregate and hold all funds collected
and received pursuant to a Transferred Mortgage Loan constituting Escrow
Payments separate and apart from any of its own funds and general assets and
shall establish and maintain one or more Escrow Accounts, in the form of time
deposit or demand accounts, titled, "(Special Servicer), in trust for Lehman
Capital, A Division of Lehman Brothers Holdings Inc., owner of Residential
Mortgage Loans, Group No. _______, and various Mortgagors". The Escrow
Accounts shall be established with a Qualified Depository in a manner that
shall provide maximum available insurance thereunder. Funds deposited in the
Escrow Account may be drawn on by the Special Servicer in accordance with
Section 3.06. The creation of any Escrow Account shall be evidenced by a
certification in the form of Exhibit D hereto. A copy of such certification
shall be furnished to the Owner and, upon request, to any subsequent owner of
the Transferred Mortgage Loans.
The Special Servicer shall deposit in the Escrow Account or
Accounts on a daily basis, and retain therein:
(i) all Escrow Payments collected on account of the
Transferred Mortgage Loans, for the purpose of effecting timely payment
of any such items as required under the terms of this Agreement; and
(ii) all amounts representing Insurance Proceeds or
Liquidation Proceeds which are to be applied to the restoration or
repair of any Mortgaged Property relating to a Transferred Mortgage
Loan.
The Special Servicer shall make withdrawals from the Escrow Account
only to effect such payments as are required under this Agreement, as set
forth in Section 3.06. The Special Servicer shall retain any interest paid
on funds deposited in the Escrow Account by the depository institution,
other than interest on escrowed funds required by law to be paid to the
Mortgagor. To the extent required by law, the Special Servicer shall
pay interest on escrowed funds to the Mortgagor notwithstanding that the
Escrow Account may be non-interest bearing or that interest paid thereon
is insufficient for such purposes.
Section 3.06. Permitted Withdrawals From Escrow Account.
-----------------------------------------
Withdrawals from the Escrow Account or Accounts may be made by the
Special Servicer only:
(i) to effect timely payments of ground rents, taxes,
assessments, water rates, mortgage insurance premiums, condominium
charges, homeowners association charges, fire and hazard insurance
premiums or other items constituting Escrow Payments for the related
Mortgage;
(ii) to reimburse the Special Servicer for any Servicing
Advance made by the Special Servicer with respect to a related
Transferred Mortgage Loan, but only from amounts received on the related
Transferred Mortgage Loan which represent late collections of Escrow
Payments thereunder;
(iii) to refund to any Mortgagor any funds found to be in excess
of the amounts required under the terms of the related Transferred
Mortgage Loan;
(iv) for transfer to the Custodial Account and application to
reduce the principal balance of the Transferred Mortgage Loan in
accordance with the terms of the related Mortgage and Mortgage Note;
(v) for application to restoration or repair of the
Mortgaged Property in accordance with Accepted Servicing Practices;
(vi) to pay to the Special Servicer, or any Mortgagor to the
extent required by law, any interest paid on the funds deposited in the
Escrow Account; and
(vii) to clear and terminate the Escrow Account on the
termination of this Agreement.
Section 3.07. Notification of Adjustments.
---------------------------
With respect to each adjustable rate Transferred Mortgage Loan, the
Special Servicer shall adjust the Mortgage Interest Rate on the related
interest rate adjustment date and shall adjust the Monthly Payment on the
related mortgage payment adjustment date, if applicable, in compliance with
the requirements of applicable law and the related Mortgage and Mortgage
Note. The Special Servicer shall execute and deliver any and all necessary
notices required under applicable law and the terms of the related Mortgage
Note and Mortgage regarding the Mortgage Interest Rate and Monthly Payment
adjustments. The Special Servicer shall promptly, upon written request
therefor, deliver to the Owner such notifications and any additional
applicable data regarding such adjustments and the methods used to calculate
and implement such adjustments. Such data provided by the Special Servicer
shall be in a form acceptable to the Owner and shall be provided by the
Special Servicer within a reasonable period of time subsequent to such
request. Upon the discovery by the Special Servicer or the receipt of notice
from the Owner that the Special Servicer has failed to adjust a Mortgage
Interest Rate or Monthly Payment in accordance with the terms of the related
Mortgage Note, the Special Servicer shall immediately deposit in the
Custodial Account from its own funds the amount of any interest loss or
deferral caused the Owner thereby. Any such losses, to the extent resulting
from the conveyance of incorrect data to the Special Servicer from any
Primary Servicer or any previous servicer, as the case may be, shall not be
the responsibility of the Special Servicer.
Section 3.08. Completion and Recordation of Assignment of Mortgage.
----------------------------------------------------
To the extent permitted by applicable law, each of the Assignments
of Mortgage is subject to recordation in all appropriate public offices for
real property records in all the counties or other comparable jurisdictions
in which any or all of the Mortgaged Properties are situated, and in any
other appropriate public recording office or elsewhere, such recordation to
be effected at the Owner's expense at the direction of the Owner. At the
Owner's direction, the Special Servicer shall cause to be made the
endorsements on the Mortgage Note, the Assignment of Mortgage and the
assignment of security agreement.
Section 3.09. Protection of Accounts.
----------------------
The Special Servicer may transfer the Custodial Account or the
Escrow Account to a different Qualified Depository from time to time. Such
transfer shall be made only upon obtaining the consent of the Owner, which
consent shall not be withheld unreasonably.
The Special Servicer shall bear any expenses, losses or damages
sustained by the Owner if the Custodial Account and/or the Escrow Account are
not demand deposit accounts.
Amounts on deposit in the Custodial Account may at the option of
the Special Servicer be invested in Eligible Investments; provided that in
the event that amounts on deposit in the Custodial Account exceed the amount
fully insured by the FDIC (the "Insured Amount") the Servicer shall be
--------------
obligated to invest the excess amount over the Insured Amount in Eligible
Investments on the same Business Day as such excess amount becomes present in
the Custodial Account. Any such Eligible Investment shall mature no later
than the Determination Date next following the date of such Eligible
Investment, provided, however, that if such Eligible Investment is an
obligation of a Qualified Depository (other than the Special Servicer) that
maintains the Custodial Account, then such Eligible Investment may mature on
such Remittance Date. Any such Eligible Investment shall be made in the
name of the Special Servicer in trust for the benefit of the Owner. All
income on or gain realized from any such Eligible Investment shall be for
the benefit of the Special Servicer and may be withdrawn at any time by the
Special Servicer. Any losses incurred in respect of any such investment
shall be deposited in the Custodial Account, by the Special Servicer
out of its own funds immediately as realized.
Section 3.10. Default Management Provisions.
-----------------------------
(a) Default Management Responsibilities: Subject only to Accepted
-----------------------------------
Servicing Practices and the Decision Matrix attached hereto as Exhibit I, the
Special Servicer shall have full power and authority to do or cause to be
done any and all things in connection with such servicing and administration
which it may deem necessary or desirable. Without limiting the generality of
the foregoing, Special Servicer is hereby authorized and empowered by Owner
(if, in the Special Servicer's reasonable judgment, such action with respect
to the Transferred Mortgage Loans and/or the Mortgaged Properties is in the
best interests of Owner in accordance with, or is required by, this
Agreement, and subject to Accepted Servicing Practices and the Decision
Matrix) to take the following actions (without limitation (i) prepare,
execute and deliver, on behalf of the Owner at its expense, any and all
financing statements, continuation statements and other documents or
instruments necessary to maintain the lien on each Mortgaged Property and
related collateral; and, subject to the remaining terms and provisions of
this Section, modifications, waivers (including, without limitation, waivers
of any late payment charge in connection with any delinquent payment on a
Transferred Mortgage Loan), consents, amendments, discounted payoff
agreements, forbearance agreements, cash management agreements or consents to
or with respect to any documents contained in the related servicing file; and
any and all instruments of satisfaction or cancellation, or of partial or
full release or discharge, and all other instruments comparable to any of the
types of instruments described in this subsection (i), and (ii) institute and
prosecute judicial and non-judicial foreclosures, suits on promissory notes,
indemnities, guaranties or other Transferred Mortgage Loan documents, actions
for equitable and/or extraordinary relief (including, without limitation,
actions for temporary restraining orders, injunctions, and appointment of
receivers), suits for waste, fraud and any and all other tort, contractual
and/or other claims of whatever nature, and to appear in and file on behalf
of the Owner such pleadings or documents as may be necessary or advisable in
any bankruptcy action, state or federal suit or any other action.
(b) Alternatives to Foreclosure:
---------------------------
(i) Repayment Plan and Forbearance Agreement. If the Special
----------------------------------------
Servicer pursues a repayment plan in respect of a Transferred Mortgage Loan
pursuant to the authority granted to the Special Servicer by the terms and
provisions of Section 3.10 (a) above, the Special Servicer will negotiate an
agreement with the Mortgagor for repayment of the delinquent payments over a
period and for forbearance from foreclosure during the term of such
agreement. If such Mortgagor shall at any time be in default under any such
agreement, the Special Servicer shall promptly proceed with foreclosure
proceedings in accordance with Section 3.10 (c) hereof (while simultaneously
pursuing other resolution strategies). The Special Servicer shall retain any
fees paid by the Mortgagor in connection with such repayment plan or
forbearance agreement as Ancillary Income.
(ii) Suit Against the Mortgagor; Garnishments, Etc.: If the
----------------------------------------------
Special Servicer determines in accordance with Accepted Servicing Practices
and this Agreement that it would be prudent to file suit against a Mortgagor
rather than to seek foreclosure, the Special Servicer may file suit against a
Mortgagor directly to recover the indebtedness, to seek a garnishment of
wages, to seek a temporary restraining order and/or temporary and/or
permanent injunction, and/or to seek any other relief available at law or in
equity against the Mortgagor. Additionally, if the circumstances warrant
same and applicable law so permits, the Special Servicer may file any such
suit while simultaneously seeking nonjudicial or judicial foreclosure or may
seek such relief in the same action as that filed to seek a judicial
foreclosure.
(iii) Pre-Sale. In order to avoid foreclosure, the Special
--------
Servicer may (pursuant to the authority granted to the Special Servicer by
the terms and provisions of Section 3.10 (a) above) attempt (i) to effect a
sale of the Mortgaged Property (including causing the Mortgaged Property to
be listed for sale with a real estate broker) or (ii) to effect an assumption
or prepayment of the Mortgage Loan, with the Mortgagor's cooperation, and, if
appropriate, enter into an agreement with the Mortgagor regarding payment of
any deficiency (a "Pre-Sale"). The Special Servicer, or any of its
affiliates, may act as a broker on behalf of the Mortgagor. The Owner
acknowledges that if the Special Servicer or any affiliate of the Special
Servicer has accepted a listing agreement with a Mortgagor in connection with
such sale or assumption, the Special Servicer or such affiliate, acting in
such capacity, is legally obligated to present all offers to purchase the
Mortgaged Property or assume the Mortgage Loan to the Mortgagor and will
negotiate a sale of the Mortgaged Property or assumption of the Transferred
Mortgage Loan pursuant to the instructions from the Mortgagor. The proceeds
of any Pre-Sale distributable to the Owner pursuant to and subject to the
distribution priorities set forth in this Agreement will reflect reductions
for customary and reasonable costs of closing, including brokerage
commissions, make-ready expenses, title insurance, financing costs, recording
fees, transfer taxes, tax certificates, title and closing agent fees and pro-
rated items, that will reduce the proceeds of sale payable to the Owner.
(iv) Sale of Distressed Mortgage Loan. The Special Servicer may
--------------------------------
effect a sale of a Distressed Mortgage Loan or Severely Delinquent Mortgage
Loan to a third party.
(v) Modification. If the Special Servicer pursues a modification
------------
of a Transferred Mortgage Loan pursuant to the authority granted to the
Special Servicer by the terms and provisions of Section 3.10 (a) above, the
Special Servicer will negotiate and execute Mortgage Loan modification
documents on behalf of the Owner in accordance with Accepted Servicing
Practices. The Special Servicer shall retain any fees paid by the Mortgagor
in connection with such modification as Ancillary Income.
(vi) Discounted Payoff. The Special Servicer may (pursuant to the
-----------------
authority granted to the Special Servicer by the terms and provisions of
Section 3.10 (a) above), subject to the Decision Matrix, accept a discounted
payoff of a Transferred Mortgage Loan. The Special Servicer, or any of its
affiliates, may provide new financing to the Mortgagor to facilitate such
discounted payoff provided that the Special Servicer obtains the Owner's
prior written consent with respect thereto. The Owner acknowledges
that if the Special Servicer provides such financing, the Special
Servicer may receive fees from the Mortgagor in connection therewith and
the Owner will not be entitled to any such fees to the extent that such
fees are customary and reasonable.
(vii) Deed in Lieu of Foreclosure. If the Special Servicer
---------------------------
pursues a deed in lieu of foreclosure pursuant to the authority granted to
the Special Servicer by the terms and provisions of Section 3.10 (a) above,
the Special Servicer will retain counsel to prepare appropriate
documentation, execute and deliver such documentation on behalf of the Owner
and may enter into an agreement with Mortgagor regarding payment of any
deficiency. The actions described herein shall be taken by the Special
Servicer in accordance with Accepted Servicing Practices or otherwise with
the consent of the Owner. Title to such Mortgaged Property may be taken in
the name of the Owner or its designee. Notwithstanding anything to the
contrary contained herein, in connection with a deed in lieu of foreclosure,
in the event the Special Servicer has reasonable cause to believe that a
Mortgaged Property is an Environmental Problem Property as described in
Section 3.10 (g) hereof, the Special Servicer shall notify the Owner of the
existence of the Environmental Problem Property, describe such problem, make
a recommendation to the Owner regarding handling such Environmental Problem
Property and carry out the recommendation unless otherwise directed by the
Owner in writing within five (5) Business Days after the Owner's receipt of
such notice. In no event will the Special Servicer be required to acquire
record title to an Environmental Problem Property. The Special Servicer will
provide the services described in Section 3.10 (g) with respect to each
Mortgaged Property for which a deed in lieu of foreclosure is received by the
Special Servicer.
(viii) Priority; Insurance Claims. The Special Servicer will
--------------------------
be responsible for retaining counsel on behalf of the Owner to advise the
Special Servicer whether any proposed relief for the Mortgagor pursuant to
this Section 3.10 (b) will adversely affect claims against any other
Mortgagor or the priority of the lien securing the Mortgage Loan. The
Special Servicer shall consider the effect of such relief on the priority of
the lien and claims against other Mortgagors in acting hereunder.
(ix) Monitoring. The Special Servicer will be responsible for
----------
monitoring compliance with a repayment plan, modification agreement,
agreement regarding payment of a deficiency or other agreement entered into
pursuant to this Section 3.10 (b) regarding payments in respect of a Mortgage
Loan, and sending appropriate reminder notices to the Mortgagor or other
appropriate Person.
(c) Foreclosure. If the Special Servicer reasonably determines
-----------
that foreclosure is appropriate with respect to a Mortgage Loan (including if
it determines that foreclosure is appropriate in conjunction with or as an
alternative to collection efforts and default management services hereunder),
the Special Servicer will (pursuant to the authority granted to the Special
Servicer by the terms and provisions of Section 3.10 (a) above) retain an
attorney and supervise the conduct of the foreclosure proceeding. If the
Mortgaged Property is acquired in the foreclosure proceeding, the Special
Servicer may acquire the Mortgaged Property in the name of the Owner or its
designee (as specified by the Owner), and the Special Servicer shall
commence providing property management and disposition services as provided
in Section 3.10 (f). Notwithstanding, anything to the contrary contained
herein, in connection with a foreclosure, in the event the Special Servicer
has reasonable cause to believe that a Mortgaged Property is an Environmental
Problem Property as described in Section 3.10 (g) hereof, the Special
Servicer shall notify the Owner of the existence of the Environmental Problem
Property, describe such problem, make a recommendation to the Owner regarding
handling the Environmental Problem Property and carry out the recommendation
unless otherwise directed by the Owner in writing within five (5) Business
Days after the Owner's receipt of such notice. In no event will the Special
Servicer be required to acquire record title to an Environmental Problem
Property. If the Special Servicer elects to proceed with a foreclosure in
accordance with the laws of the state where the Mortgaged Property is
located, the Special Servicer shall not be required to pursue a deficiency
judgment against the related Mortgagor or any other liable party if the laws
of the state do not permit such a deficiency judgment after such foreclosure
or if the Special Servicer determines, in accordance with Accepted Servicing
Practices, that the likely recovery if a deficiency judgment is obtained will
not be sufficient to warrant the cost, time, expense and/or exposure to the
Owner of pursuing the deficiency judgment.
(d) Bankruptcy of Mortgagor. If the Special Servicer has actual
-----------------------
knowledge that a Mortgagor is the subject of a proceeding under the
Bankruptcy Code or any other similar law, has made an assignment for the
benefit of creditors or has had a receiver or custodian appointed for its
property, the Special Servicer will (pursuant to the authority granted to the
Servicer by the terms and provisions of Section 3.10 (a) above) retain an
attorney to pursue claims to payment on the Mortgage Loan and foreclosure on
the Mortgaged Property. If the Mortgaged Property is acquired in an
insolvency proceeding it shall be acquired in the name of the Owner or its
designee.
(e) Decision Matrix. The Special Servicer shall be authorized to
---------------
do or cause to be done any and all things in connection with the Transferred
Mortgage Loans and related Mortgaged Properties in accordance with Accepted
Servicing Practices and the terms and provisions of this Article III as
limited by the matrix (the "Decision Matrix") attached hereto and made a part
hereof for all purposes as Exhibit I.
(f) Property Management and Disposition Responsibilities. With
----------------------------------------------------
respect to each Mortgaged Property that becomes an REO Property, the Special
Servicer shall, in accordance with Accepted Servicing Practices, provide
property management and disposition services with respect to such REO
Property, including analysis of sale and leasing potential of such REO
Property, leasing and collection of rents, property management (including
maintenance and repairs to such REO Property to render it leasable or
salable), Escrow Account administration for payment of Escrow Payments and
property sales.
(g) Environmental Problems. If the Servicer hereafter becomes
----------------------
aware that a Mortgaged Property is in violation of any environmental law,
rule or regulation (an "Environmental Problem Property"), the Special
Servicer will notify the Owner of the existence of the Environmental Problem
Property. Additionally, the Special Servicer shall set forth in such notice
a description of such problem, a recommendation to the Owner relating to the
proposed action regarding the Environmental Problem Property and the Special
Servicer shall carry out the recommendation set forth in such notice
unless otherwise directed by the Owner in writing within five (5)
Business Days after the Owner's receipt of such notice. If the Special
Servicer has reason to believe that a Mortgaged Property is in violation of
any environmental law, rule or regulation (e.g., the Special Servicer
obtains a broker's price opinion which reveals the potential for such
problem), the Special Servicer will not accept a deed-in-lieu of
foreclosure upon any such Mortgaged Property without first obtaining a
preliminary environmental investigation for the Mortgaged Property
satisfactory to the Owner.
ARTICLE IV
PAYMENTS TO OWNER
Section 4.01. Remittances.
-----------
On each Remittance Date the Special Servicer shall remit by wire
transfer of immediately available funds to the Owner all amounts deposited in
the Custodial Account as of the close of business on the Determination Date
(net of charges against or withdrawals from the Custodial Account pursuant to
Section 3.04).
With respect to any remittance received by the Owner after the
second Business Day following the Business Day on which such payment was due,
the Special Servicer shall pay to the Owner interest on any such late payment
at an annual rate equal to the Prime Rate, adjusted as of the date of each
change, plus two percentage points, but in no event greater than the maximum
amount permitted by applicable law. Such interest shall be deposited in the
Custodial Account by the Special Servicer on the date such late payment is
made and shall cover the period commencing with the day following such second
Business Day and ending with the Business Day on which such payment is made,
both inclusive. Such interest shall be remitted along with the distribution
payable on the next succeeding Remittance Date. The payment by the Special
Servicer of any such interest shall not be deemed an extension of time for
payment or a waiver of any Event of Default by the Special Servicer. The
Special Servicer shall have no advancing obligations with respect to
principal and/or interest on the Transferred Mortgage Loans, other than with
respect to a Reconstitution Agreement as described herein.
Section 4.02. Statements to Owner.
-------------------
Not later than the Remittance Date, the Special Servicer shall
furnish to the Owner a monthly remittance advice containing such information
in the form of FNMA form 2010 and any other information mutually agreed upon
by the Special Servicer and the Owner and any REO reports, foreclosure
reports and any reports reasonably requested by the Owner) in hard copy and
electronic medium mutually acceptable to the parties as to the accompanying
remittance and the period ending on the preceding Determination Date.
In addition, not more than 60 days after the end of each calendar
year, commencing December 31, 1997, the Special Servicer shall furnish to the
Owner at any time during such calendar year sufficient information for the
Owner to file tax reports.
Such obligation of the Special Servicer shall be deemed to have
been satisfied to the extent that substantially comparable information shall
be provided by the Special Servicer pursuant to any requirements of the
Internal Revenue Code as from time to time are in force.
The Special Servicer shall prepare and file IRS forms 1098, 1099
and 1099A (and will provide all data and information necessary for the Owner
to file forms 1041 and K-1) for all time periods that the Special Servicer
actually services any Transferred Mortgage Loans during the term of this
Agreement. In addition, the Special Servicer shall provide the Owner with
such information concerning the Transferred Mortgage Loans as is necessary
for the Owner to prepare its federal income tax return as the Owner may
reasonably request from time to time.
ARTICLE V
GENERAL SERVICING PROCEDURES
[Omitted]
ARTICLE VI
REPRESENTATIONS, WARRANTIES
AND AGREEMENTS
Section 6.01. Representations, Warranties and Agreements of the Special
---------------------------------------------------------
Servicer.
- --------
The Special Servicer, as a condition to the consummation of the
transactions contemplated hereby, hereby makes the following representations
and warranties to the Owner as of each Transfer Date:
(a) Due Organization and Authority. The Special Servicer is a
------------------------------
federal savings bank duly organized, validly existing and in good standing
under the laws of the United States and has all licenses necessary to carry
on its business as now being conducted and is licensed, qualified and in good
standing in each state where a Mortgaged Property is located if the laws of
such state require licensing or qualification in order to conduct business of
the type conducted by the Special Servicer, and in any event the Special
Servicer is in compliance with the laws of any such state to the extent
necessary to ensure the enforceability of the terms of this Agreement; the
Special Servicer has the full power and authority to execute and deliver this
Agreement and to perform in accordance herewith; the execution, delivery and
performance of this Agreement (including all instruments of transfer to be
delivered pursuant to this Agreement) by the Special Servicer and the
consummation of the transactions contemplated hereby have been duly and
validly authorized; this Agreement evidences the valid, binding and
enforceable obligation of the Special Servicer and all requisite action has
been taken by the Special Servicer to make this Agreement valid and binding
upon the Special Servicer in accordance with its terms;
(b) Ordinary Course of Business. The consummation of the
---------------------------
transactions contemplated by this Agreement are in the ordinary course of
business of the Special Servicer;
(c) No Conflicts. Neither the execution and delivery of this
------------
Agreement, the acquisition of the servicing responsibilities by the Special
Servicer or the transactions contemplated hereby, nor the fulfillment of or
compliance with the terms and conditions of this Agreement, will conflict
with or result in a breach of any of the terms, conditions or provisions of
the Special Servicer's charter or by-laws or any legal restriction or any
agreement or instrument to which the Special Servicer is now a party or by
which it is bound, or constitute a default or result in an acceleration under
any of the foregoing, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the Special Servicer or its
property is subject, or impair the ability of the Special Servicer to service
the Mortgage Loans, or impair the value of the Mortgage Loans;
(d) Ability to Perform. The Special Servicer does not believe,
------------------
nor does it have any reason or cause to believe, that it cannot perform each
and every covenant contained in this Agreement. The Special Servicer is
solvent and the transfer of servicing responsibilities to the Special
Servicer hereunder is not undertaken to hinder, delay or defraud any of the
Special Servicer's creditors;
(e) No Litigation Pending. There is no action, suit, proceeding
---------------------
or investigation pending or threatened against the Special Servicer which,
either in any one instance or in the aggregate, may result in any material
adverse change in the business, operations, financial condition, properties
or assets of the Special Servicer, or in any material impairment of the right
or ability of the Special Servicer to carry on its business substantially as
now conducted, or in any material liability on the part of the Special
Servicer, or which would draw into question the validity of this Agreement or
of any action taken or to be taken in connection with the obligations of the
Special Servicer contemplated herein, or which would be likely to impair
materially the ability of the Special Servicer to perform under the terms of
this Agreement;
(f) No Consent Required. No consent, approval, authorization or
-------------------
order of any court or governmental agency or body is required for the
execution, delivery and performance by the Special Servicer of or compliance
by the Special Servicer with this Agreement, or if required, such approval
has been obtained prior to each Transfer Date;
(g) Ability to Service. The Servicer is an approved
------------------
seller/servicer of conventional residential mortgage loans for FNMA or FHLMC,
with the facilities, procedures, and experienced personnel necessary for the
sound servicing of mortgage loans of the same type as the Mortgage Loans.
The Servicer is in good standing to service mortgage loans for either FNMA or
FHLMC, and no event has occurred, including but not limited to a change in
insurance coverage, which would make the Servicer unable to comply with
either FNMA or FHLMC eligibility requirements or which would require
notification to any of FNMA or FHLMC;
(h) No Untrue Information. No representation or warranty made by
---------------------
the Special Servicer pursuant to this Section 6.01 contains any untrue
statement of fact or omits to state a fact necessary to make the statements
contained therein not misleading; and
(i) No Commissions to Third Parties. The Special Servicer has not
-------------------------------
dealt with any broker or agent or anyone else who might be entitled to a fee
or commission in connection with this transaction other than the Owner.
(j) Insured Depository Institution Representations. Special
----------------------------------------------
Servicer is an "insured depository institution" as that term is defined in
Section 1813(c)(2) of Title 12 of the United States Code, as amended, and
accordingly, Special Servicer makes the following additional representations
and warranties:
(i) This Agreement between Owner and Special Servicer
conforms to all applicable statutory and regulatory requirements; and
(ii) This Agreement is (1) executed contemporaneously with the
agreement reached by Owner and Special Servicer, (2) approved by a
specific corporate or banking association resolution by the Special
Servicer's board of directors, which approval shall be reflected in the
minutes of said board, and (3) an official record of the Special
Servicer. A copy of such resolution, certified by a vice president or
higher officer of Special Servicer has been provided to Owner.
Section 6.02. Remedies for Breach of Representations and Warranties of
--------------------------------------------------------
the Special Servicer.
- --------------------
It is understood and agreed that the representations and warranties
set forth in Section 6.01 shall survive the engagement of the Special
Servicer to perform the servicing responsibilities under this Agreement and
shall inure to the benefit of the Owner. Upon discovery by either the
Special Servicer or the Owner of a Breach of any of the foregoing
representations and warranties which materially and adversely affects the
ability of the Special Servicer to perform its duties and obligations under
this Agreement or otherwise materially and adversely affects the value of the
Mortgage Loans, the Mortgaged Property or the priority of the security
interest on such Mortgaged Property or the interest of the Owner (in the case
of any of the foregoing, a "Breach"), the party discovering such Breach shall
give prompt written notice to the other.
Within 60 days of the earlier of either discovery by or notice to
the Special Servicer of any Breach of a representation or warranty set forth
in Section 6.01 which materially and adversely affects the ability of the
Special Servicer to perform its duties and obligations under this Agreement
or otherwise materially and adversely affects the value of the Mortgage
Loans, the Mortgaged Property or the priority of the security interest on
such Mortgaged Property, the Special Servicer shall use its Best Efforts
promptly to cure such Breach in all material respects and, if such Breach
cannot be cured, the Special Servicer shall, at the Owner's option, assign
the Special Servicer's rights and obligations under this Agreement (or
respecting the affected Mortgage Loans) to a successor standby servicer,
subject to the approval of the Owner, which approval shall be in the Owner's
sole discretion. Such assignment shall be made in accordance with Section
10.01.
In addition, the Special Servicer shall indemnify the Owner and
hold it harmless against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments, and other
costs and expenses resulting from any claim, demand, defense or assertion
based on or grounded upon, or resulting from, a Breach of the Special
Servicer representations and warranties contained in this Agreement. It is
understood and agreed that the obligation of the Special Servicer to
indemnify the Owner pursuant to this Section 6.02 constitutes the sole remedy
of the Owner respecting a breach of the foregoing representations and
warranties.
Any cause of action against the Special Servicer relating to or
arising out of the Breach of any representations and warranties made in
Section 6.01 shall accrue upon (i) discovery of such Breach by the Special
Servicer or notice thereof by the Owner to the Special Servicer, (ii) failure
by the Special Servicer to cure such Breach within the applicable cure
period, and (iii) demand upon the Special Servicer by the Owner for
compliance with this Agreement.
Section 6.03. Representations and Warranties of the Owner.
-------------------------------------------
The Owner, as a condition to the consummation of the transactions
contemplated hereby, makes the following representations and warranties to
the Special Servicer as of each Transfer Date:
(a) Due Organization and Authority. The Owner is a Delaware
------------------------------
corporation duly organized, validly existing and in good standing under the
laws of the state of its incorporation and has all licenses necessary to
carry on its business as now being conducted; the Owner has the full
corporate power and authority to execute and deliver this Agreement and to
perform in accordance herewith; the execution, delivery and performance of
this Agreement (including all instruments of transfer to be delivered
pursuant to this Agreement) by the Owner and the consummation of the
transactions contemplated hereby have been duly and validly authorized; this
Agreement evidences the valid, binding and enforceable obligation of the
Owner; and all requisite corporate action has been taken by the Owner to make
this Agreement valid and binding upon the Owner in accordance with its terms;
(b) Ordinary Course of Business. The consummation of the
---------------------------
transactions contemplated by this Agreement are in the ordinary course of
business of the Owner;
(c) No Conflicts. Neither the execution and delivery of this
------------
Agreement, the conveyance of the servicing responsibilities to the Special
Servicer or the transactions contemplated hereby, nor the fulfillment of or
compliance with the terms and conditions of this Agreement, will conflict
with or result in a Breach of any of the terms, conditions or provisions of
the Owner's charter or by-laws or any legal restriction or any agreement or
instrument to which the Owner is now a party or by which it is bound, or
constitute a default or result in an acceleration under any of the foregoing,
or result in the violation of any law, rule, regulation, order, judgment or
decree to which the Owner or its property is subject, or impair the value of
the servicing contract consummated hereby;
(d) Ability to Perform. The Owner does not believe, nor does it
------------------
have any reason or cause to believe, that it cannot perform each and every
covenant contained in this Agreement;
(e) No Litigation Pending. There is no action, suit, proceeding
---------------------
or investigation pending or threatened against the Owner which, either in any
one instance or in the aggregate, may result in any material adverse change
in the business, operations, financial condition, properties or assets of the
Owner, or in any material impairment of the right or ability of the Owner to
carry on its business substantially as now conducted, or in any material
liability on the part of the Owner, or which would draw into question the
validity of this Agreement or of any action taken or to be taken in
connection with the obligations of the Owner contemplated herein, or which
would be likely to impair materially the ability of the Owner to perform
under the terms of this Agreement;
(f) No Consent Required. No consent, approval, authorization or
-------------------
order of any court or governmental agency or body is required for the
execution, delivery and performance by the Owner of or compliance by the
Owner with this Agreement, or if required, such approval has been obtained
prior to each Transfer Date;
(g) Ownership. The Owner is the sole owner and holder of the
---------
Mortgage Loans;
(h) No Untrue Information. No representation or warranty made by
---------------------
the Owner pursuant to this Section 6.03 contains any untrue statement of fact
or omits to state a fact necessary to make the statements contained therein
not misleading; and
(i) No Commissions to Third Parties. The Owner has not dealt with
-------------------------------
any broker or agent or anyone else who might be entitled to a fee or
commission in connection with this transaction other than the Special
Servicer.
Section 6.04. Remedies for Breach of Representations and Warranties of
--------------------------------------------------------
the Owner.
- ---------
It is understood and agreed that the representations and warranties
set forth in Section 6.03 shall survive the engagement of the Special
Servicer to perform the standby servicing responsibilities as of any Transfer
Date and the delivery of Servicing Files to the Special Servicer and shall
inure to the benefit of the Special Servicer. Upon discovery by either the
Special Servicer or the Owner of a Breach of any of the foregoing
representations and warranties which materially and adversely affects the
value of the servicing contract established herein or the interest of the
Special Servicer, the party discovering such Breach shall give prompt written
notice to the other.
Within 60 days of the earlier of either discovery by or notice to
the Owner of any Breach of a representation or warranty set forth in Section
6.03 which materially and adversely affects the value of the servicing
contract, the Owner shall use its Best Efforts promptly to cure such Breach
in all material respects.
The Owner shall indemnify the Special Servicer and hold it harmless
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments, and other costs and
expenses resulting from any claim, demand, defense or assertion based on or
grounded upon, or resulting from, a Breach of the Owner representations and
warranties contained in this Agreement. It is understood and agreed that the
obligation of the Owner to indemnify the Special Servicer pursuant to this
Section 6.04 constitutes the sole remedy of the Special Servicer respecting a
Breach of the foregoing representation and warranties.
Any cause of action against the Owner relating to or arising out of
the Breach of any representations and warranties made in Section 6.03 shall
accrue upon (i) discovery of such Breach by the Owner or notice thereof by
the Special Servicer to the Owner, (ii) failure by the Owner to cure such
Breach within the applicable cure period, and (iii) demand upon the Owner by
the Special Servicer for compliance with this Agreement.
ARTICLE VII
WHOLE LOAN TRANSFER; PASS-THROUGH TRANSFER
Section 7.01. Removal of Mortgage Loans from Inclusion Under this
---------------------------------------------------
Agreement Upon a Pass-Through Transfer or a Whole
-------------------------------------------------
Loan Transfer on One or More Reconstitution Dates.
-------------------------------------------------
The Owner and the Special Servicer agree that with respect to some
or all of the Mortgage Loans, from time to time the Owner shall effect a
Whole Loan Transfer and/or a Pass-Through Transfer, retaining the Special
Servicer as the standby servicer thereof. On the related Reconstitution Date,
the Mortgage Loans transferred shall continue to be covered by this
Agreement.
The Special Servicer shall cooperate with the Owner in connection
with any Pass-Through Transfer or Whole Loan Transfer contemplated by the
Owner pursuant to this Section 7.01. In that connection, the Special
Servicer shall (a) execute any Reconstitution Agreement within a reasonable
period of time after receipt of any Reconstitution Agreement which time shall
be sufficient for the Special Servicer and Special Servicer's counsel to
review such Reconstitution Agreement, but such time shall not exceed ten (10)
Business Days after such receipt, and (b) provide to the trustee, subject to
any Reconstitution Agreement and/or the Owner: (i) any and all information
and appropriate verification of information which may be reasonably available
to the Special Servicer, whether through letters of its auditors and counsel
or otherwise, as the Owner shall reasonably request and at the Owner's
expense; and (ii) such additional representations, warranties, covenants,
opinions of counsel (at the Owner's expense), letters from auditors (at the
Owner's expense), and certificates of public officials or officers of the
Special Servicer as are reasonably believed necessary by the trustee, any
master servicer, any rating agency or the Owner, as the case may be, in
connection with such transactions. The Owner shall be responsible for
reasonable and documented out-of-pocket costs of the Special Servicer in
connection with the review of any Reconstitution Agreement by the Special
Servicer.
In the event that the Special Servicer enters into any
Reconstitution Agreement in accordance with the provisions of this Section,
the servicing of the applicable Mortgage Loans subject thereto shall be
governed by the servicing provisions set forth therein. Such servicing
provisions shall be substantially similar to the servicing provisions set
forth herein or may provide for the Special Servicer (i) to service in
accordance with FNMA, FHLMC or REMIC servicing, (ii) to service on a
"scheduled/scheduled" basis and advance principal and interest payments
through liquidation of each Mortgage Loan or until any such advances are
deemed nonrecoverable, (iii) to pay up to 30 days' compensating interest on
any prepayments of principal and interest (up to the amount of its monthly
servicing fee) and (iv) to otherwise comply with any applicable REMIC or
rating agency servicing requirements.
In the event the Owner has elected to have an entity other than the
Owner hold record title to the Mortgages, prior to a Reconstitution Date the
Owner or its designee shall prepare an Assignment of Mortgage in blank from
the Owner, acceptable to the trustee, for each Mortgage Loan that is part of
a Whole Loan Transfer or Pass-Through Transfer and shall pay all preparation
and recording costs associated therewith. At the expense of the Owner, the
Special Servicer shall execute each Assignment of Mortgage, track such
Assignments of Mortgage to ensure they have been recorded and deliver them as
required by the trustee upon the Special Servicer's receipt thereof.
Additionally, the Special Servicer shall prepare and execute, at the
direction of the Owner, any note endorsements in connection with any and all
Reconstitution Agreements.
All Mortgage Loans not sold or transferred pursuant to a Whole Loan
Transfer or Pass-Through Transfer and any and all Mortgage Loans repurchased
by the Owner pursuant to Section 7.02 below with respect to a Whole Loan
Transfer or Pass-Through Transfer shall be subject to this Agreement and
shall continue to be serviced in accordance with the terms of this Agreement
and with respect thereto this Agreement shall remain in full force and
effect.
Section 7.02. Additional Indemnification by the Special Servicer;
-----------------------------------------------------
Third Party Claims.
------------------
The Special Servicer shall indemnify the Owner and hold it harmless
against any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments, and any
other costs, fees and expenses that the Owner may sustain in any way related
to the failure of the Special Servicer to perform its duties and service the
Transferred Mortgage Loans in strict compliance with the terms of this
Agreement or any Reconstitution Agreement entered into pursuant to Section
7.01. The Special Servicer shall immediately notify the Owner if a claim is
made by a third party with respect to this Agreement or any Reconstitution
Agreement or the Transferred Mortgage Loans, shall promptly notify the
trustee or other relevant third party with respect to any claim made by a
third party with respect to any Reconstitution Agreement, assume (with the
prior written consent of the Owner) the defense of any such claim and pay all
expenses in connection therewith, including reasonable counsel fees, promptly
pay, discharge and satisfy any judgment or decree which may be entered
against it or the Owner in respect of such claim and follow any written
instructions received from the Owner in connection with such claim. The Owner
promptly shall reimburse the Special Servicer for all amounts advanced by it
pursuant to the preceding sentence except when the claim is in any way
related to the Special Servicer's indemnification pursuant to Section 6.02,
or the failure of the Special Servicer to service and administer the
Transferred Mortgage Loans in strict compliance with the terms of this
Agreement or any Reconstitution Agreement. In the event a dispute arises
between the Special Servicer and the Owner with respect to any of the rights
and obligations of the parties pursuant to this Agreement, and such dispute
is adjudicated in a court of law, by an arbitration panel or any other
judicial process, then the losing party shall indemnify and reimburse the
winning party for all reasonable attorney's fees and other reasonable costs
and expenses related to the adjudication of said dispute.
ARTICLE VIII
THE STANDBY SERVICER
Section 8.01. Merger or Consolidation of the Special Servicer.
-----------------------------------------------
The Special Servicer shall keep in full effect its existence,
rights and franchises as a federal savings bank, and shall obtain and
preserve its qualification to do business (or any exemption therefrom) in
each jurisdiction in which such qualification (or exemption) is or shall be
necessary to protect the validity and enforceability of this Agreement or any
of the Mortgage Loans and to perform its duties under this Agreement.
Any Person into which the Special Servicer may be merged or
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Special Servicer shall be a party, or any Person
succeeding to the business of the Special Servicer, shall be the successor of
the Special Servicer hereunder, without the execution or filing of any paper
or any further act on the part of any of the parties hereto, anything herein
to the contrary notwithstanding, provided, however, that the successor or
surviving Person shall be an institution (i) having a net worth of not less
than $25,000,000, and (ii) which is a FNMA- and FHLMC-approved Servicer in
good standing.
Section 8.02. Limitation on Liability of the Special Servicer and
---------------------------------------------------
Others.
- ------
Neither the Special Servicer nor any of the directors, officers,
employees or agents of the Special Servicer shall be under any liability to
the Owner for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in judgment,
provided, however, that this provision shall not protect the Special Servicer
or any such person against any Breach of warranties or representations made
herein, or failure to perform its obligations in strict compliance with any
standard of care set forth in this Agreement, or any liability which would
otherwise be imposed by reason of any breach of the terms and conditions of
this Agreement. The Special Servicer and any director, officer, employee or
agent of the Special Servicer may rely in good faith on any document of any
kind prima facie properly executed and submitted by any Person respecting any
matters arising hereunder. The Special Servicer shall not be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its duties to standby service the Mortgage Loans in accordance
with this Agreement and which in its opinion may involve it in any expense or
liability, provided, however, that the Special Servicer may, with the consent
of the Owner, undertake any such action which it may deem necessary or
desirable in respect of this Agreement and the rights and duties of the
parties hereto. In such event, the Special Servicer shall be entitled to
reimbursement from the Owner for the reasonable legal expenses and costs of
such action. Notwithstanding the foregoing, in no event shall the Special
Servicer be liable to the Owner for indirect, consequential, punitive or
loss-of-profit damages; provided, however, the Special Servicer shall
indemnify the Owner for any losses with respect to punitive damages caused by
the Special Servicer and incurred by the Owner from a final and non-
appealable judgment from a court of competent jurisdiction in favor of a
third party, provided that the Special Servicer has been provided with an
opportunity to defend and control the litigation and that the Owner has not
agreed to any settlement without the Special Servicer's prior written consent
which consent shall not be unreasonably withheld. This Section 8.02 shall
survive any termination of this Agreement.
Section 8.03. Limitation on Resignation and Assignment by the Special
-------------------------------------------------------
Servicer.
- --------
The Owner has entered into this Agreement with the Special Servicer
and subsequent transferees of the Owner will purchase the Mortgage Loans in
reliance upon the independent status of the Special Servicer, and the
representations as to the adequacy of its servicing facilities, plant,
personnel, records and procedures, its integrity, reputation and financial
standing, and the continuance thereof. Therefore, the Special Servicer shall
not assign this Agreement or the servicing responsibilities hereunder or
delegate its rights or duties hereunder or any portion hereof (to other than
a Subservicer) or sell or otherwise dispose of all or substantially all of
its property or assets without the prior written consent of the Owner, which
consent shall be granted or withheld in the sole discretion of the Owner.
Except in connection with any termination permitted to be exercised
by the Special Servicer in accordance with Section 9.02, the Special Servicer
shall not resign from the obligations and duties hereby imposed on it except
by mutual consent of the Special Servicer and the Owner or upon the
determination that its duties hereunder are no longer permissible under
applicable law and such incapacity cannot be cured by the Special Servicer.
Any such determination permitting the resignation of the Special Servicer
shall be evidenced by an Opinion of Counsel to such effect delivered to the
Owner which Opinion of Counsel shall be in form and substance acceptable to
the Owner. No such resignation shall become effective until a successor
shall have assumed the Special Servicer's responsibilities and obligations
hereunder in the manner provided in Section 10.01.
Without in any way limiting the generality of this Section 8.03, in
the event that the Special Servicer either shall assign this Agreement or the
servicing responsibilities hereunder or delegate its duties hereunder or any
portion thereof (to other than a Subservicer) or sell or otherwise dispose of
all or substantially all of its property or assets, without the prior written
consent of the Owner, then the Owner shall have the right to terminate this
Agreement upon notice given as set forth in Section 9.01, without any payment
of any penalty or damages and without any liability whatsoever to the Special
Servicer or any third party.
ARTICLE IX
TERMINATION
Section 9.01. Termination for Cause.
---------------------
(a) This Agreement shall be terminable at the sole option of the
Owner, if any of the following events of default exist on the part of the
Special Servicer:
(i) any failure by the Special Servicer to remit to the Owner
any payment required to be made under the terms of this Agreement which
continues unremedied for a period of five Business Days after the date
upon which written notice of such failure, requiring the same to be
remedied, shall have been given to the Special Servicer by the Owner; or
(ii) failure by the Special Servicer duly to observe or
perform in any material respect any other of the covenants or agreements
on the part of the Special Servicer set forth in this Agreement which
continues unremedied for a period of 30 days after the date on which
written notice of such failure, requiring the same to be remedied, shall
have been given to the Special Servicer by the Owner; or
(iii) to the extent that the Special Servicer is required to
maintain a license, failure by the Special Servicer to maintain its
license to do business or service residential mortgage loans in any
jurisdiction where the Mortgaged Properties are located; or
(iv) a decree or order of a court or agency or supervisory
authority having jurisdiction for the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt,
including bankruptcy, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against the Special Servicer and such decree or order
shall have remained in force undischarged or unstayed for a period of 60
days; or
(v) the Special Servicer shall consent to the appointment of
a conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshaling of assets and liabilities or similar proceedings of
or relating to the Special Servicer or of or relating to all or
substantially all of its property; or
(vi) the Special Servicer shall admit in writing its inability
to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency, bankruptcy or reorganization
statute, make an assignment for the benefit of its creditors,
voluntarily suspend payment of its obligations or cease its normal
business operations for three Business Days; or
(vii) the Special Servicer fails to maintain a minimum net
worth of $25,000,000; or
(viii) the Special Servicer, if it is an Insured Depository
Institution, shall become the subject of a cease and desist order of the
Appropriate Federal Banking Agency or interest into a memorandum of
understanding, consent agreement or any similar agreement with the
Appropriate Federal Banking Agency, any of which, would have or is
purportedly the result of, any condition which would have a material
adverse effect on the Mortgage Loans, the Special Servicer, or the
Special Servicer's ability to service the Mortgage Loans as provided
hereunder; or
(ix) the Special Servicer shall fail to maintain its status
as Well Capitalized; or
(x) the Special Servicer attempts, without the consent of
the Owner, to assign the standby servicing of the Mortgage Loans or the
servicing of the Transferred Mortgage Loans or its right to servicing
compensation hereunder or the Special Servicer attempts, without the
consent of the Owner, to sell or otherwise dispose of all or
substantially all of its property or assets or to assign this Agreement
or the servicing responsibilities hereunder or to delegate its duties
hereunder or any portion thereof.
In each and every such case, so long as an event of default shall
not have been remedied, in addition to whatever rights the Owner may have at
law or equity to damages, including injunctive relief and specific
performance, the Owner, by notice in writing to the Special Servicer, may
terminate all the rights and obligations of the Special Servicer under this
Agreement and in and to the servicing contract established hereby and the
proceeds thereof.
Upon receipt by the Special Servicer of such written notice, all
authority and power of the Special Servicer under this Agreement, whether
with respect to the Mortgage Loans or otherwise, shall pass to and be vested
in a successor servicer appointed by the Owner. Upon written request from
the Owner, the Special Servicer shall prepare, execute and deliver to the
successor entity designated by the Owner any and all documents and other
instruments, place in such successor's possession all Servicing Files, and do
or cause to be done all other acts or things necessary or appropriate to
effect the purposes of such notice of termination, including but not limited
to the transfer and endorsement or assignment of the Transferred Mortgage
Loans and related documents, at the Special Servicer's sole expense. The
Special Servicer shall cooperate with the Owner and such successor in
effecting the termination of the Special Servicer's responsibilities and
rights hereunder, including without limitation, the transfer to such
successor for administration by it of all cash amounts which shall at the
time be credited by the Special Servicer to the Custodial Account or Escrow
Account or thereafter received with respect to the Transferred Mortgage
Loans.
By a written notice, the Owner may waive any default by the Special
Servicer in the performance of its obligations hereunder and its
consequences. Upon any waiver of a past default, such default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have
been remedied for every purpose of this Agreement. No such waiver shall
extend to any subsequent or other default or impair any right consequent
thereon except to the extent expressly so waived.
Section 9.02. Termination Without Cause.
-------------------------
This Agreement shall terminate upon the earlier of: (a) the
distribution of the final payment or liquidation proceeds on the last
Mortgage Loan to the Owner (or advances by the Primary Servicer or Special
Servicer for the same), (b) the disposition of all REO Property acquired upon
foreclosure of the last Mortgage Loan and the remittance of all funds due
hereunder or (c) any mutual or unilateral termination as hereinafter
provided. In no event shall this Agreement terminate pursuant to this
Section within six months of the date of this Agreement. Any termination
pursuant to this Section 9.02 subsequent to such six month period but prior
to six years from the date of this Agreement is subject to rating agency
approval (with respect to Transferred Mortgage Loans subject to a
Reconstitution Agreement) and a termination fee per Transferred Mortgage Loan
and/or REO Property in an amount as the Special Servicer and the Owner shall
mutually agree upon at the time of termination of this Agreement. On or
after six years from the date of this Agreement but prior to ten years from
the date of this Agreement, this Agreement may be terminated upon mutual
consent of the Owner and the Special Servicer in writing. On or after ten
years from the date of this Agreement, this Agreement may be terminated
pursuant to sixty days notice by either party to the other.
Any such notice of termination shall be in writing and delivered to
the Special Servicer by registered mail to the address set forth at the
beginning of this Agreement. The Owner and the Special Servicer shall comply
with the termination procedures set forth in Sections 9.01 and 10.01 hereof.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Successor to the Special Servicer.
---------------------------------
Simultaneously with the termination of the Special Servicer's
responsibilities and duties under this Agreement pursuant to Sections 6.02,
8.03, 9.01 or 9.02, the Owner shall (i) succeed to and assume all of the
Special Servicer's responsibilities, rights, duties and obligations under
this Agreement, or (ii) appoint a successor having the characteristics set
forth in clauses (i) and (ii) of Section 8.01 and which shall succeed to all
rights and assume all of the responsibilities, duties and liabilities of the
Special Servicer under this Agreement simultaneously with the termination of
the Special Servicer's responsibilities, duties and liabilities under this
Agreement. In connection with such appointment and assumption, the Owner may
make such arrangements for the compensation of such successor out of payments
on Mortgage Loans as it and such successor shall agree, provided, however,
that no such compensation shall be in excess of that permitted the Special
Servicer under this Agreement without the consent of the Owner. In the event
that the Special Servicer's duties, responsibilities and liabilities under
this Agreement should be terminated pursuant to the aforementioned sections,
the Special Servicer shall discharge such duties and responsibilities during
the period from the date it acquires knowledge of such termination until the
effective date thereof with the same degree of diligence and prudence which
it is obligated to exercise under this Agreement, and shall take no action
whatsoever that might impair or prejudice the rights or financial condition
of its successor. The resignation or removal of the Special Servicer
pursuant to the aforementioned sections shall not become effective until a
successor shall be appointed pursuant to this Section 10.01 and shall in no
event relieve the Special Servicer of the representations and warranties made
pursuant to Sections 6.01 and the remedies available to the Owner under
Section 6.02 and 7.02, it being understood and agreed that the provisions of
such Sections 6.01, 6.02 and 7.02 shall be applicable to the Special Servicer
notwithstanding any such resignation or termination of the Special Servicer,
or the termination of this Agreement.
Within 30 days of the appointment of a successor entity by the
Owner, the Special Servicer shall prepare, execute and deliver to the
successor entity any and all documents and other instruments, place in such
successor's possession all Servicing Files, and do or cause to be done all
other acts or things necessary or appropriate to effect the purposes of such
notice of termination, including but not limited to the transfer and
endorsement of the Mortgage Notes and related documents, and the preparation
and recordation of Assignments of Mortgage, with respect to Transferred
Mortgage Loans, at the discretion of the Owner and, at the Owner's sole
expense. The Special Servicer shall cooperate with the Owner and such
successor in effecting the termination of the Special Servicer's
responsibilities and rights hereunder and the transfer of servicing
responsibilities to the successor standby servicer, including without
limitation, the transfer to such successor for administration by it of all
cash amounts which shall at the time be credited by the Special Servicer to
the Custodial Account or Escrow Account or thereafter received with respect
to the Transferred Mortgage Loans.
Any successor appointed as provided herein shall execute,
acknowledge and deliver to the Special Servicer and to the Owner an
instrument accepting such appointment, wherein the successor shall make
the representations and warranties set forth in Section 6.01, whereupon
such successor shall become fully vested with all the rights,
powers, duties, responsibilities, obligations and liabilities of the
Special Servicer, with like effect as if originally named as a party
to this Agreement. Any termination or resignation of the Special
Servicer or termination of this Agreement pursuant to Sections 6.02, 8.03,
9.01 or 9.02 shall not affect any claims that the Owner may have against
the Special Servicer arising out of the Special Servicer's actions or
failure to act prior to any such termination or resignation.
The Special Servicer shall deliver promptly to the successor
standby servicer the funds in the Custodial Account and Escrow Account and
all Mortgage Loan documents and related documents and statements held by it
hereunder and the Special Servicer shall account for all funds and shall
execute and deliver such instruments and do such other things as may
reasonably be required to more fully and definitively vest in the successor
all such rights, powers, duties, responsibilities, obligations and
liabilities of the Special Servicer.
Upon a successor's acceptance of appointment as such, the Special
Servicer shall notify by mail the Owner of such appointment in accordance
with the procedures set forth in Section 10.06.
Section 10.02. Closing.
-------
The closing for the engagement of the Special Servicer to perform
the standby servicing responsibilities respecting Mortgage Loans shall take
place on the Closing Date. At the Owner's option, the closing shall be
either: by telephone, confirmed by letter or wire as the parties shall agree;
or conducted in person, at such place as the parties shall agree.
Each closing shall be subject to each of the following conditions:
a) all of the representations and warranties of the Special
Servicer and the Owner under this Agreement shall be true and
correct as of the Closing Date and no event shall have
occurred which, with notice or the passage of time, would
constitute a default under this Agreement;
b) the Owner and Special Servicer each shall have received, or
the Owner's attorneys shall have received in escrow, all
Closing Documents as specified in Section 10.03 hereof and the
Closing Documents specified in (b), (c), (f) and (i) of
Section 10.03 hereof, in such forms as are agreed upon and
acceptable to the Special Servicer and the Owner, duly
executed by all signatories other than the Owner as required
pursuant to the respective terms thereof; and
c) all other terms and conditions of this Agreement shall have
been complied with and no default or Event of Default under
this Agreement shall have occurred and be continuing for a
period of 30 days or more prior to the Closing Date.
Section 10.03. Closing Documents.
-----------------
The Closing Documents shall consist of fully executed originals of
the following documents:
d) this Agreement;
e) the Mortgage Loan Schedule, with one copy to be attached to
each counterpart of this Agreement as Exhibit A,;
f) with respect to each Transfer Date, a Notice of Transfer in
the form of Exhibit B hereto;
g) a Custodial Account Letter Agreement in the form of Exhibit C
hereto;
h) an Escrow Account Letter Agreement in the form of Exhibit D
hereto;
i) an Officer's Certificate of the Special Servicer, in the form
of Exhibit E-1 hereto, including all attachments thereto, and
with respect to subsequent Transfer Dates, an Officer's
Certificate in the form of Exhibit E-2 hereto, including all
attachments thereto;
j) an Opinion of Counsel of the Special Servicer in the form of
Exhibit G hereto;
k) an Assignment of the applicable Custodial Agreement in the
form of Exhibit F-3 hereto; and
l) with respect to Additional Mortgage Loan Transfer Dates (i) a
Mortgage Loan Schedule reflecting the Additional Mortgage
Loans to be serviced by the Special Servicer and a cumulative
Mortgage Loan Schedule, reflecting all Mortgage Loans being
serviced by the Special Servicer from the Closing Date up to,
and including the related Subsequent Transfer Date and (ii) an
Acknowledgment Agreement in the form of Exhibit H hereto.
Section 10.04. Costs.
-----
The Owner shall pay any commissions due its salesmen and the legal
fees and expenses of its attorneys. Costs and expenses incurred in
connection with the transfer of the servicing responsibilities, including
fees for delivering Servicing Files, costs associated with notifications sent
by the Primary Servicer to notify Mortgagors of a transfer and powers of
attorney, shall be paid by the Owner or the Primary Servicer, as applicable.
The Owner or Primary Servicer, as applicable, shall pay the costs associated
with the preparation, delivery and recording of Assignments of Mortgages
required on each Reconstitution Date and any customary reasonable out-of-
pocket costs of the Special Servicer to review Reconstitution Agreements, and
any other reasonable fees, costs and expenses of the Special Servicer
incurred in connection with any Pass-Through Transfer, Whole Loan Transfer or
Reconstitution Agreement including, without limitation, any reasonable fees,
costs and expenses of the Special Servicer's accountants for any comfort
letters or audits required by the Owner, any underwriter, any rating agency
and/or any certificate insurer and any reasonable fees, costs and expenses of
the Special Servicer's attorneys for any such review of any such
Reconstitution Agreement or the rendering of any opinion in connection
therewith. All other costs and expenses associated with this Agreement shall
be borne by the applicable party as set forth in this Agreement.
Section 10.05. Protection of Confidential Information.
--------------------------------------
The Special Servicer shall keep confidential and shall not divulge
to any party, without the Owner's prior written consent, any Transferred
Mortgage Loan Servicing Fee paid by the Owner for the servicing of the
Mortgage Loans, any other economic arrangements between the Owner and the
Special Servicer set forth in this Agreement and any information pertaining
to the Mortgage Loans or any borrower thereunder, except to the extent that
it is appropriate for the Special Servicer to do so in working with legal
counsel, auditors, taxing authorities or other governmental agencies.
Section 10.06. Notices.
-------
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed by overnight
courier, addressed as follows (or such other address as may hereafter be
furnished to the other party by like notice):
(i) if to the Owner:
Lehman Capital, A Division of
Lehman Brothers Holdings Inc.
3 World Financial Center
200 Vesey Street, 12th Floor
New York, New York 10285-1200
Attention: Manager Contract Finance
(ii) if to the Special Servicer:
Ocwen Federal Bank FSB
The Forum, Suite 1002
1675 Palm Beach Lakes Blvd.
West Palm Beach, Florida 33401
Attention: Secretary
Any such demand, notice or communication hereunder shall be deemed
to have been received on the date delivered to or received at the premises of
the addressee.
Section 10.07. Severability Clause.
-------------------
Any part, provision, representation or warranty of this Agreement
which is prohibited or which is held to be void or unenforceable shall be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any part, provision,
representation or warranty of this Agreement which is prohibited or
unenforceable or is held to be void or unenforceable in any jurisdiction
shall be ineffective, as to such jurisdiction, to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction as
to any Mortgage Loan shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable
law, the parties hereto waive any provision of law which prohibits or renders
void or unenforceable any provision hereof. If the invalidity of any part,
provision, representation or warranty of this Agreement shall deprive any
party of the economic benefit intended to be conferred by this Agreement, the
parties shall negotiate, in good-faith, to develop a structure the economic
effect of which is as close as possible to the economic effect of this
Agreement without regard to such invalidity.
Section 10.08. No Personal Solicitation. From and after each
------------------------
related Transfer Date, the Special Servicer hereby agrees that it will not
take any action or permit or cause any action to be taken by any of its
agents or affiliates, or by any independent contractors on the Special
Servicer's behalf, to personally, by telephone or mail, solicit the borrower
or obligor under any Mortgage Loan for any purpose whatsoever, including to
refinance a Mortgage Loan, in whole or in part, without the prior written
consent of the Owner. It is understood and agreed that all rights and
benefits relating to the solicitation of any Mortgagors and the attendant
rights, title and interest in and to the list of such Mortgagors and data
relating to their Mortgages (including insurance renewal dates) shall be
transferred to the Owner pursuant hereto on the related Transfer Date and the
Special Servicer shall take no action to undermine these rights and benefits.
A response to an inquiry from a Mortgagor regarding refinancing shall not be
considered a personal solicitation under this Section 10.08. General
solicitation by the Special Servicer or an affiliate of the Special Servicer
of such affiliate's or Special Servicer's customer base, shall not constitute
a breach of this Section 10.08. Notwithstanding the foregoing, it is
understood and agreed that offers to refinance a Mortgage Loan made within 30
days following receipt by the Special Servicer of a pay-off request from the
Mortgagor and promotions undertaken by the Special Servicer or any affiliate
of the Special Servicer which are directed to the general public at large,
including, without limitation, mass mailing based on commercially acquired
mailing lists, newspaper, radio and television advertisements shall not
constitute solicitation under this Section 10.08.
Section 10.09. Counterparts.
------------
This Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original, and all
such counterparts shall constitute one and the same instrument.
Section 10.10. Place of Delivery and Governing Law.
-----------------------------------
THIS AGREEMENT SHALL BE DEEMED IN EFFECT WHEN A FULLY EXECUTED
COUNTERPART THEREOF IS RECEIVED BY THE OWNER IN THE STATE OF NEW YORK AND
SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF NEW YORK. THE AGREEMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO
THE EXTENT PREEMPTED BY FEDERAL LAW.
Section 10.11. Further Agreements.
------------------
The Owner and the Special Servicer each agree to execute and
deliver to the other such reasonable and appropriate additional documents,
instruments or agreements as may be necessary or appropriate to effectuate
the purposes of this Agreement.
Section 10.12. Intention of the Parties.
------------------------
It is the intention of the parties that the Owner is conveying, and
the Special Servicer is receiving only a contract for servicing the Mortgage
Loans. Accordingly, the parties hereby acknowledge that the Owner remains
the sole and absolute owner of the Mortgage Loans and all rights related
thereto.
Section 10.13. Successors and Assigns; Assignment of Servicing
-----------------------------------------------
Agreement.
- ---------
This Agreement shall bind and inure to the benefit of and be
enforceable by the Special Servicer and the Owner and the respective
successors and assigns of the Special Servicer and the Owner. This Agreement
shall not be assigned, pledged or hypothecated by the Special Servicer to a
third party without the prior written consent of the Owner, which consent
shall be given or withheld at the sole discretion of the Owner.
Section 10.14. Waivers.
-------
No term or provision of this Agreement may be waived or modified
unless such waiver or modification is in writing and signed by the party
against whom such waiver or modification is sought to be enforced.
Section 10.15. Exhibits.
--------
The exhibits to this Agreement are hereby incorporated and made a
part hereof and are an integral part of this Agreement.
Section 10.16. General Interpretive Principles.
-------------------------------
For purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:
(a) the terms defined in this Agreement have the meanings assigned
to them in this Agreement and include the plural as well as the singular, and
the use of any gender herein shall be deemed to include the other gender;
(b) accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles;
(c) references herein to "Articles", "Sections", "Subsections",
"Paragraphs", and other subdivisions without reference to a document are to
designated Articles, Sections, Subsections, Paragraphs and other subdivisions
of this Agreement;
(d) a reference to a Subsection without further reference to a
Section is a reference to such Subsection as contained in the same Section in
which the reference appears, and this rule shall also apply to Paragraphs and
other subdivisions;
(e) the words "herein", "hereof", "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
provision; and
(f) the term "include" or "including" shall mean by reason of
enumeration.
Section 10.17. Reproduction of Documents.
-------------------------
This Agreement and all documents relating thereto, including,
without limitation, (a) consents, waivers and modifications which may
hereafter be executed, (b) documents received by any party at the closing,
and (c) financial statements, certificates and other information previously
or hereafter furnished, may be reproduced by any photographic, photostatic,
microfilm, micro-card, miniature photographic or other similar process. The
parties agree that any such reproduction shall be admissible in evidence as
the original itself in any judicial or administrative proceeding, whether or
not the original is in existence and whether or not such reproduction was
made by a party in the regular course of business, and that any enlargement,
facsimile or further reproduction of such reproduction shall likewise be
admissible in evidence.
IN WITNESS WHEREOF, the Special Servicer and the Owner have caused
their names to be signed hereto by their respective officers thereunto duly
authorized as of the date first above written.
LEHMAN CAPITAL, A DIVISION OF
LEHMAN BROTHERS HOLDINGS INC.
(Owner)
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
OCWEN FEDERAL BANK FSB
(Special Servicer)
By:
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
EXECUTION
RECONSTITUTED SPECIAL SERVICING AGREEMENT
THIS RECONSTITUTED SPECIAL SERVICING AGREEMENT (this "Agreement"),
entered into as of the 1st day of June, 1998, by and among LEHMAN CAPITAL, A
DIVISION OF LEHMAN BROTHERS HOLDINGS INC., a Delaware corporation ("Lehman
Capital"), AMERICAN RESIDENTIAL INVESTMENT TRUST, INC. ("AmREIT") and OCWEN
FEDERAL BANK FSB, a federal savings bank ("Ocwen"):
RECITALS
WHEREAS, AmREIT has purchased certain packages of conventional
residential mortgage loans (the "Flow Mortgage Loans") from Lehman Capital,
which Mortgage Loans are currently being serviced for AmREIT pursuant to a
Servicing Agreement between Lehman Capital and Ocwen, as special servicer (the
"Special Servicer"), dated as of December 1, 1997 (relating to residential
adjustable and fixed rate mortgage loans Group No. OFB-LB1)(the "Flow Special
Servicing Agreement");
WHEREAS, AmREIT intends to securitize its ownership of certain of the
Flow Mortgage Loans, and in connection therewith, for purposes of such
securitization, desires to add to such Flow Mortgage Loans presently serviced
under the Flow Special Servicing Agreement a group of Mortgage Loans (the
"Additional Mortgage Loans") presently being subserviced for AmREIT pursuant
to a Subservicing Agreement, dated as of February 1, 1998 (the "Subservicing
Agreement") between AmREIT and Aurora Loan Services Inc., which Subservicing
Agreement provides for the special servicing of the Additional Mortgage Loans
by the Special Servicer;
WHEREAS, in connection with such securitization, pursuant to an
Acknowledgement Agreement between AmREIT and the Special Servicer to be dated
June 17, 1998, AmREIT, as assignee of Lehman Capital under the Flow Special
Servicing Agreement, will transfer to the Special Servicer the servicing
responsibilities related to the Additional Mortgage Loans and the Special
Servicer will assume all special servicing responsibilities related to the
Additional Mortgage Loans;
WHEREAS, in connection with such securitization, Lehman, AmREIT and the
Special Servicer desire to enter into this Agreement to amend the Flow Special
Servicing Agreement with respect to the Flow Mortgage Loans and the Additional
Mortgage Loans (collectively referred to as the "Serviced Mortgage Loans") on
the terms and conditions set forth herein;
WHEREAS, AmREIT intends to convey the Serviced Mortgage Loans to American
Residential Eagle, Inc., a Delaware corporation (the "Depositor"), pursuant to
a Mortgage Loan Purchase Agreement dated as of June 1, 1998; the Depositor
intends to convey the Serviced Mortgage Loans to American Eagle Bond Trust
1998-1 (the "Bond Issuer") pursuant to a Deposit Trust Agreement, dated as of
June 1, 1998 (the "Deposit Trust Agreement"); and the Bond Issuer intends, in
turn, to pledge the Mortgage Loans to First Union National Bank, as trustee
(the "Bond Trustee") under an Indenture dated as of June 1, 1998 between the
Bond Issuer and the Bond Trustee;
WHEREAS, Lehman Capital and AmREIT desire that the Special Servicer
perform the services with respect to the Serviced Mortgage Loans as provided
in this Agreement (including those provisions that are incorporated by
reference herein), and the Special Servicer has agreed to do so, subject to
the conditions set forth herein;
WHEREAS, Norwest Bank Minnesota, National Association ("Norwest"), as
master servicer under the Master Servicing Agreement dated as of June 1, 1998
(the "Master Servicing Agreement") among the Bond Issuer, the Bond Trustee and
Norwest ("Norwest," and, together with any successor Master Servicer appointed
pursuant to the provisions of the Master Servicing Agreement, the " Master
Servicer ") and any successor Master Servicer shall be obligated, among other
things, to supervise the servicing of the Serviced Mortgage Loans on behalf of
the Bond Issuer and the Bond Trustee, and shall have the right, under certain
circumstances, to terminate the rights and obligations of the Special Servicer
under this Special Servicing Agreement; and
WHEREAS, AmREIT, Lehman Capital and Ocwen intend that American
Residential Eagle, Inc., as the initial holder of the Investor Certificate
(such initial holder, the "Investor Certificateholder"), have, among other
rights, certain repurchase rights with respect to the Serviced Mortgage Loans.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set
forth and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, Lehman Capital, AmREIT and the Special
Servicer hereby agree as follows:
AGREEMENT
1. Definitions. Capitalized terms used and not defined in this Agreement,
including Exhibit A hereto and any provisions of the Flow Special Servicing
Agreement incorporated by reference herein, shall have the meanings ascribed
to such terms in the Master Servicing Agreement, dated as of June 1, 1998,
among the Bond Issuer, Norwest, as master servicer, and the Bond Trustee (the
"Master Servicing Agreement") or the Indenture, dated as of June 1, 1998,
between the Bond Issuer and First Union National Bank, as Indenture Trustee
(the "Indenture").
2. Inclusion of Additional Mortgage Loans. The Additional Mortgage Loans
as identified in Schedule I hereto shall be deemed included within the
definition of Mortgage Loans under the Flow Special Agreement for all purposes
thereunder, effective as of the date set forth in, and upon delivery to the
Special Servicer of, an Acknowledgment Agreement covering the Additional
Mortgage Loans in the form attached as Exhibit H to the Flow Special
Agreement.
3. Special Servicing. The Special Servicer agrees, with respect to the
Serviced Mortgage Loans, to perform and observe the duties, responsibilities
and obligations that are to be performed and observed under the provisions of
the Flow Special Servicing Agreement, except as otherwise provided herein and
on Exhibit A hereto, and that the provisions of the Flow Special Servicing
Agreement, as so modified, are and shall be a part of this Agreement to the
same extent as if set forth herein in full.
4. Master Servicing; Termination of Special Servicer. The Special
Servicer, including any successor special servicer hereunder, shall be subject
to the supervision of the Master Servicer, which Master Servicer shall be
obligated to ensure that the Special Servicer services the Serviced Mortgage
Loans in accordance with the provisions of this Agreement. The Master
Servicer, acting on behalf of the Bond Issuer and the Bond Trustee pursuant to
the Master Servicing Agreement, shall have the same rights as the "Owner" (as
defined in the Flow Special Servicing Agreement) to enforce the obligations of
the Special Servicer under the Flow Special Servicing Agreement. The Master
Servicer shall be entitled to terminate the rights and obligations of the
Special Servicer under this Agreement upon the failure of the Special Servicer
to perform any of its obligations under this Agreement, after the expiration
of any notice and cure periods, if any, as provided in Section 9.01 of the
Flow Special Servicing Agreement.
5. No Representations. Neither the Special Servicer nor the Master
Servicer shall be obligated or required to make any representations and
warranties regarding the Serviced Mortgage Loans in connection with the
transactions contemplated by the Master Servicing Agreement, Indenture and
issuance of the Underlying Bond issued pursuant thereto.
6. Notices. All notices and communications between or among the parties
hereto shall be in writing and shall be deemed received or given when mailed
first-class mail, postage prepaid, addressed to each other party at its
address specified below. Each party may designate to the other parties in
writing, from time to time, other addresses to which notices and
communications hereunder shall be sent.
7. Governing Law. THIS SPECIAL SERVICING AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
NOTWITHSTANDING NEW YORK OR OTHER CHOICE OF LAW RULES TO THE CONTRARY.
8. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an
original, but all of which counterparts shall together constitute but one and
the same instrument.
9. Termination of Rights of Investor Certificateholder. The parties
hereto intend that the Investor Certificateholder be a third party beneficiary
of this Agreement. All rights granted the Investor Certificateholder hereunder
may not be assigned or otherwise transferred.
10. Reconstitution. Lehman Capital, AmREIT and the Special Servicer agree
that this Agreement is a Reconstitution Agreement, and that the date hereof is
the Reconstitution Date, each as defined in the Flow Special Servicing
Agreement. This Agreement amends the terms and provisions of the Flow Special
Servicing Agreement only with respect to the Serviced Mortgage Loans
identified on Schedule I hereto and does not purport to amend or modify the
Flow Special Servicing Agreement with respect to any other loans that are or
may become subject to the Flow Special Servicing Agreement.
11. Notices and Remittances to the Master Servicer. All notices required
to be delivered to the Owner or the Master Servicer under this Agreement shall
be delivered to the Master Servicer at the following address: Norwest Bank
Minnesota, National Association 11000 Broken Land Parkway Columbia, Maryland
21044 Attn: Master Servicing Department, AmREIT Eagle 1998-1
All remittances required to be made to the Master Servicer under this
Agreement shall be made to the following wire account:
Norwest Bank Minnesota, National Association
Minneapolis, Minnesota
ABA#: 091-000-019
Account Name: Corporate Trust Clearing
Account Number: 3970771416
All notices required to be delivered to AmREIT under this Agreement shall
be delivered to AmREIT at the following address:
AmREIT Residential Investors Trust, Inc.
445 Marine Avenue, Suite 230
DelMar, California 92014
Attention: Mark Conger, EVP
12. Annual Audit Report. On or before April 30 of each year, beginning
with April 30, 1999, Special Servicer shall cause a firm of independent public
accountants (who may also render other services to Special Servicer), which is
a member of the American Institute of Certified Public Accountants, to furnish
a statement to Lehman Capital, AmREIT and the Master Servicer, to the effect
that such firm has examined certain documents and records for the preceding
calendar year (or during the period from the date of commencement of such
Servicer's duties hereunder until the end of such preceding calendar year in
the case of the first such certificate) and that, on the basis of such
examination conducted substantially in compliance with the Uniform Single
Attestation Program for Mortgage Bankers, such firm is of the opinion that
Special Servicer's overall servicing operations have been conducted in
compliance with the Uniform Single Attestation Program for Mortgage Bankers
except for such exceptions that, in the opinion of such firm, the Uniform
Single Attestation Program for Mortgage Bankers requires it to report, in
which case such exceptions shall be set forth in such statement.
13. Annual Officer's Certificate. On or before April 30 of each year,
beginning with April 30, 1999, the Special Servicer, at its own expense, will
deliver to the Lehman Capital, AmREIT and the Master Servicer a Servicing
Officer's certificate stating, as to each signer thereof, that (i) a review of
the activities of the Special Servicer during such preceding fiscal year and
of performance under this Agreement has been made under such officers'
supervision, and (ii) to the best of such officers' knowledge, based on such
review, the Special Servicer has fulfilled all its obligations under this
Agreement for such year, or, if there has been a default in the fulfillment of
all such obligations, specifying each such default known to such officers and
the nature and status thereof including the steps being taken by the Special
Servicer to remedy such default.
<PAGE>
Executed as of the day and year first above written.
LEHMAN CAPITAL, A DIVISION OF
LEHMAN BROTHERS HOLDINGS INC.
By: ___________________________________
Name:
Title: Authorized Signatory
OCWEN FEDERAL BANK FSB
By: ___________________________________
Name:
Title:
AMERICAN RESIDENTIAL INVESTMENT
TRUST, INC.
By: ___________________________________
Name:
Title:
<PAGE>
EXHIBIT A
MODIFICATIONS TO THE SPECIAL FLOW SERVICING AGREEMENT
1. The following is hereby added immediately following the words "incidental
fees and charges" in the definition of "Ancillary Income" in Article I:
", but not including any premium or penalty associated with a prepayment
of principal of a Mortgage Loan."
2. The definition of "Base Servicing Fee" is hereby amended by deleting the
last sentence therefrom.
3. The definition of "Custodial Agreement" in Article I is hereby deleted
and replaced with the following: "The custodial agreements relating to
custody of the Serviced Mortgage Loans among: (i) Chase Bank of Texas,
N.A., as Custodian, and First Union National Bank, as Trustee, and (ii)
Bankers Trust Company of California, N.A., as Custodian, and First Union
National Bank, as Trustee."
4. The definition of "Primary Servicer" in Article I is hereby deleted and
replaced with the following:
"Aurora Loan Services Inc. or any successor thereto."
5. The following definition is hereby added to Article I:
"Monthly Advance: With respect to each Remittance Date and each
Mortgage, an amount equal to the Monthly Payment (with the
interest portion of such Monthly Payment adjusted to the
Mortgage Loan Remittance Rate) which was due on the Mortgage
Loan, and (i) which was delinquent at the close of business on
the immediately preceding Determination Date and (ii) which was
not the subject of a previous Monthly Advance, unless such
Advance would constitute a Nonrecoverable Advance."
6. Section 2.03 is hereby amended by deleting the first, second and third
paragraphs thereof in their entirety.
7. Section 2.05(a)(i) is deleted in its entirety and replaced with the
following:
"(a)(i) Within five business days following a Transfer Date,
the Special Servicer shall reimburse the Primary Servicer for
all principal and interest and Servicing Advances made by such
Primary Servicer and all accrued and unpaid Servicing Fees due
to the Primary Servicer with respect to any Transferred
Mortgage Loan identified on such Notice of Transfer for which
the Primary Servicer has not been reimbursed. Thereafter, such
amounts paid by the Special Servicer, if any, shall be
reimbursed to the Special Servicer in accordance with Section
3.04 hereof."
8. Section 3.01 is hereby amended by deleting clause (a) of the third
paragraph of subsection (B) thereof and by adding the following at the
end of such Section:
"(C) In connection with the transfer of any Distressed Mortgage
Loan, (i) the Special Servicer will be responsible for
servicing the Distressed Mortgage Loan from and after the
effective date of transfer of servicing to the Special
Servicer, but shall have no obligation to service such
Distressed Mortgage Loan on or prior to such effective date of
the transfer of servicing, (ii) notwithstanding clause (i)
above, the Special Servicer shall not include the Distressed
Mortgage Loan in its monthly remittance report pursuant to
Section 4.02 for the month in which such transfer is effected
and shall not be obligated to make the Monthly Advance with
respect to such Distressed Mortgage Loan on the Remittance Date
in the month in which such transfer is effected, in each case,
regardless of whether the Remittance Date occurs before or
after the effective date of such transfer, (iii) the amount of
Monthly Advances to be reimbursed to the Servicer by the
Special Servicer hereunder shall include the Monthly Advance
made by the Servicer on such Remittance Date, regardless of
whether the Servicer makes such Monthly Advance before or after
the effective date of such transfer, and (iv) the Special
Servicer shall be entitled to the Base Servicing Fee with
respect to each such Distressed Mortgage Loan for the entire
month in which such transfer occurs.
Promptly after the transfer of any Distressed Mortgage Loan, the Special
Servicer shall use its best reasonable efforts to determine whether any
seller's representation or warranty applicable to such Mortgage Loan has
been breached, and shall notify the Trustee and the Master Servicer in
writing of any possible breach so identified. The Special Servicer may
conclusively rely upon information provided by Lehman Capital and its
assigns, including copies of any related agreements of sale, in
determining which representations and warranties are applicable to such
Mortgage Loan."
9. The words "Special Servicer, in trust for Lehman Capital, A Division of
Lehman Brothers Holdings, Inc., owner of Residential Mortgage Loans,
Group No. ______, and various Mortgagors" in the first paragraph of
Section 3.03 are hereby deleted and replaced with the following: "Ocwen
Federal Bank FSB, in trust for Norwest Bank Minnesota, National
Association, as Master Servicer for American Residential Eagle Bond Trust
1998-1 and First Union National Bank, as Bond Trustee."
10. Section 3.04(ii) is deleted in its entirety and replaced with the
following:
"(ii) ____ to reimburse itself for unreimbursed advances of the
Special Servicer's funds made pursuant to Section 2.05 hereof,
including advances by the Special Servicer to reimburse the
Primary Servicer for principal and interest advances, Servicing
Advances and unpaid servicing fees due to them, if any, the
Special Servicer's right to reimburse itself pursuant to this
subclause (ii) being limited to either (x) amounts received on
the related Transferred Mortgage Loan which represent late
payments of principal and/or interest respecting which any such
advance was made, and related Liquidation Proceeds,
condemnation proceeds, Insurance Proceeds, REO Disposition
Proceeds and other amounts received in respect of the related
Mortgage Loan, it being understood that, in the case of any
such reimbursement, the Special Servicer's right thereto shall
be prior to the rights of the Owner, the Master Servicer, any
Primary Servicer and any Certificateholder or (y) any other
amounts in the Custodial Account in the event that such
advances have been deemed to be Nonrecoverable Advances or are
not recovered from recoveries in respect of the related
Transferred Mortgage Loan or REO Property after a final
determination has been made as to what amounts have been or
will be recovered, it being understood that for those
Transferred Mortgage Loans in foreclosure, the Owner shall
reimburse the Special Servicer for Servicing Advances and
advances made pursuant to Section 2.05 hereof through the
completion of the sale of the defaulted Mortgage Loan, or the
foreclosure and disposition of the REO Property;"
11. Section 3.04 is hereby amended by deleting clause (iii) in its entirety
and replacing such clause with the following clauses (iii) and (iv):
"(iii) to reimburse itself for Monthly Advances of the Special
Servicer's funds made pursuant to Section 7.03, the Special
Servicer's right to reimburse itself pursuant to this subclause
(iii) being limited to amounts received on the related Mortgage
Loan which represent late payments of principal and/or interest
respecting which any such advance was made, related Liquidation
Proceeds, Insurance Proceeds, condemnation proceeds, REO
Disposition Proceeds and other amounts received in respect of
the related REO Property, and such other amounts as may be
collected by the Special Servicer from the Mortgagor or
otherwise relating to such Mortgage Loan, it being understood
that, in the case of any such reimbursement, the Special
Servicer's right thereto shall be prior to the rights of the
Owner, the Master Servicer, the Primary Servicer, the Bond
Issuer or the Bond Trustee; provided, that if the Special
Servicer reasonably determines that any unreimbursed Monthly
Advance is a Nonrecoverable Advance, the foregoing limitation
shall not apply thereto;
(iv) to reimburse itself for unreimbursed Servicing Advances,
and for any unpaid Base Servicing Fees, the Special Servicer's
right to reimburse itself pursuant to this subclause (iv) with
respect to any Mortgage Loan being limited to related late
collections, Liquidation Proceeds, condemnation proceeds,
Insurance Proceeds, REO Disposition Proceeds and other amounts
received in respect of the related REO Property, and such other
amounts as may be collected by the Special Servicer from the
Mortgagor or otherwise relating to the Mortgage Loan, it being
understood that, in the case of any such reimbursement, the
Special Servicer's right thereto shall be prior to the rights
of the Owner; provided, that if the Special Servicer reasonably
determines that any unreimbursed Servicing Advance is a
Nonrecoverable Advance, the foregoing limitation shall not
apply thereto;"
Clauses (iv) through (viii) in Section 3.04 are hereby redesignated
clauses (v) through (ix), as applicable.
12. The words "Special Servicer, in trust for Lehman Capital, A Division of
Lehman Brothers Holdings, Inc., owner of Residential Mortgage Loans,
Group No. ______, and various Mortgagors" in the first paragraph of
Section 3.05 are hereby deleted and replaced with the following: "Ocwen
Federal Bank FSB, in trust for Norwest Bank Minnesota, National
Association, as master servicer for American Residential Eagle Bond Trust
1998-1 and First Union National Bank, as Bond Trustee."
13. Section 3.10(a) is deleted in its entirety and replaced with the
following:
"(a) _____ Default Management Responsibilities: Subject only to
Accepted Servicing Practices and Section 3.11 below, the
Special Servicer shall have full power and authority to do or
cause to be done any and all things in connection with such
servicing and administration which it may deem necessary or
desirable. Without limiting the generality of the foregoing,
the Special Servicer is hereby authorized and empowered by the
Owner (if, in the Special Servicer's reasonable judgment, such
action with respect to the Transferred Mortgage Loans and/or
the Mortgaged Properties is in the best interests of Owner in
accordance with, or is required by, this Agreement, and subject
to Accepted Servicing Practices to take the following actions
(without limitation): (i) prepare, execute and deliver, on
behalf of the Owner with expenses associated therewith being
Servicing Advances hereunder, any and all financing statements,
continuation statements and other documents or instruments
necessary to maintain the lien on each Mortgaged Property and
related collateral; and, subject to the remaining terms and
provisions of this Section, modifications, waivers (including,
without limitation, waivers of any late payment charge in
connection with any delinquent payment on a Transferred
Mortgage Loan), consents, amendments, discounted payoff
agreements, forbearance agreements, cash management agreements
or consents to or with respect to any documents contained in
the related servicing file; and any and all instruments of
satisfaction or cancellation, or of partial or full release or
discharge, and all other instruments comparable to any of the
types of instruments described in this subsection (i), and (ii)
institute and prosecute judicial and non-judicial foreclosures,
suits on promissory notes, indemnities, guaranties or other
loan documents, actions for equitable and/or extraordinary
relief (including, without limitation, actions for temporary
restraining orders, injunctions, and appointment of receivers),
suits for waste, fraud and any and all other tort, contractual
and/or other claims of whatever nature, and to appear in and
file on behalf of the Owner such pleadings or documents as may
be necessary or advisable in any bankruptcy action, state or
federal suit or any other action. In the event that any
Mortgage Loan is in default or, in the judgment of the Special
Servicer, such default is reasonably foreseeable, the Special
Servicer, consistent with Accepted Servicing Practices, may
waive, modify or vary any term of such Mortgage Loan (including
modifications that would change the Mortgage Interest Rate,
defer or forgive the payment of principal or interest or extend
the final maturity date of such Mortgage Loan), accept payment
from the related Mortgagor of an amount less than the full
outstanding and unpaid principal balance in final satisfaction
of such Mortgage or consent to the postponement of strict
compliance with any such term or otherwise grant indulgence to
any Mortgagor if in the Special Servicer's determination such
waiver, modification, postponement or indulgence is not
materially adverse to the interests of the Certificateholders
(taking into account any estimated Realized Loss that might
result absent such action). In addition, if, with respect to a
Transferred Mortgage Loan, a default (or any condition
resulting in a default being reasonably foreseeable) is cured
(such Mortgage Loan being referred to herein as a "Performing
Loan"), the Special Servicer may thereafter waiver, modify or
vary terms of such Performing Loan provided that no such action
will (A) decrease the Mortgage Rate on the Performing Loan, or
(B) defer or forgive the payment of principal or interest
(except with respect to liquidation of such Performing Loan).
Notwithstanding anything to the contrary in this Agreement, the
Special Servicer shall not waive any premium or penalty in
connection with a prepayment of principal of any Mortgage Loan,
and shall not consent to the modification of any Mortgage Note
to the extent that such modification relates to payment of a
prepayment premium or penalty; provided, that the foregoing
shall not (i) apply to any Severely Delinquent Loan or (ii)
prohibit the Special Servicer from entering into any agreement
for modification, waiver, forbearance, amendment or discounted
payoff of a Mortgage Loan in accordance with this Agreement
that does not have the effect of waiving any prepayment premium
or penalty or modifying any provision requiring payment
thereof.
Notwithstanding the foregoing, in the event of any conflict
between the provisions of this Section 3.10 and the provisions
of Section 3.11, the provisions of Section 3.11 shall control."
14. Section 3.10(e) is hereby deleted in its entirety and replaced with the
following:
"(e) At any time, the Investor Certificateholder may request
that the Special Servicer take a particular action with respect
to a particular Mortgage Loan, including without limitation
foreclosure, waivers or modifications. Any such request shall
be in writing, a copy of which shall be delivered to the Master
Servicer. If the Special Servicer determines that such
requested action is consistent with Accepted Servicing
Practices, then the Special Servicer may, but is not required
to, comply with such request. Within two Business Days of
receipt of such a request, the Special Servicer shall notify
the Investor Certificateholder whether the Special Servicer
intends to comply with such request. If the Special Servicer
declines to comply with such request (or fails to notify the
Investor Certificateholder of its decision within the two
Business Day period), then the Investor Certificateholder may,
at its sole option and upon written notice to the Special
Servicer and the Master Servicer, purchase the related Mortgage
Loan from the Trust Fund at the Purchase Price (as defined in
the Master Servicing Agreement). If the Investor
Certificateholder does not indicate whether it wishes to
exercise this option within two Business Days of receipt of
such notice, then the Investor Certificateholder shall not be
entitled to object to the action taken by the Special Servicer
with respect to such Mortgage Loan." In addition, the Investor
Certificateholder may purchase any Severely Delinquent Mortgage
Loan upon written notice to the Master Servicer and the Special
Servicer within three days of the day on which such Mortgage
Loan becomes a Severely Delinquent Loan.
The Special Servicer shall have the right to purchase any
Severely Delinquent Loan at the Purchase Price (as defined in
the Master Servicing Agreement). The Special Servicer shall
send a written notice (the "Initial Notice") to the Investor
Certificateholder advising the Investor Certificateholder that
the Special Servicer intends to purchase a Severely Delinquent
Loan. The Investor Certificateholder shall have the option to
(i) direct the Special Servicer not to purchase any such
Severely Delinquent Loan but to proceed with a particular
default resolution strategy otherwise mutually acceptable to
the Special Servicer and the Investor Certificateholder, (ii)
direct the Special Servicer to proceed with the purchase of
such loan on the terms proposed by the Special Servicer, or
(iii) indicate that the Investor Certificateholder intends to
purchase such Severely Delinquent Loan, in which case the
Investor Certificateholder shall have the sole right and option
to purchase the Severely Delinquent Loan at the Purchase Price;
provided, however, that if the Investor Certificateholder fails
or refuses to deliver a written notice of its election to the
Special Servicer within two Business Days after the Special
Servicer has sent to the Investor Certificateholder the Initial
Notice, then the Investor Certificateholder shall be deemed to
have consented to the Special Servicer purchasing the Severely
Delinquent Loan for its own account."
15. The first paragraph of Section 4.01 is hereby deleted and replaced with
the following:
"On each Remittance Date the Servicer shall remit by wire
transfer of immediately available funds to the Master Servicer
(a) all amounts deposited in the Custodial Account as of the
close of business on the last day of the related Due Period
(net of charges against or withdrawals from the Custodial
Account pursuant to Section 3.04), plus (b) all amounts, if
any, which the Servicer is obligated to advance pursuant to
Section 7.03, minus (c) any amounts attributable to Principal
Prepayments, Liquidation Proceeds, Insurance Proceeds or REO
Disposition Proceeds received after the applicable Prepayment
Period, which amounts shall be remitted on the following
Remittance Date, together with any additional interest required
to be deposited in the Custodial Account in connection with
such Principal Prepayment in accordance with Section 7.03, and
minus (d) any amounts attributable to Monthly Payments
collected but due on a due date or dates subsequent to the
first day of the month in which such Remittance Date occurs,
which amounts shall be remitted on the Remittance Date next
succeeding the Due Period for such amounts."
16. Section 4.02 is hereby amended by deleting the words "Remittance Date" in
the first line of such Section, and substituting the following: "tenth
day of each month, or if such tenth day is not a Business Day, the
immediately preceding Business Day"
17. The first sentence of the definition of "Remittance Date" shall be
amended to read "The 18th day (or if such 18th day is not a Business Day,
the first Business Day immediately following ) of any month, following
the First Remittance Date." The definition of "First Remittance Date"
shall be amended by substituting the words "18th day" in each place the
words "10th day" appears.
18. The following Sections 7.03 and 7.04 are hereby added immediately
following Section 7.02:
"Section 7.03 Monthly Advances and Compensating Interest.
(i) Notwithstanding anything to the contrary herein, the
Special Servicer shall make Monthly Advances (unless such
Monthly Advances constitute Nonrecoverable Advances) on each
Remittance Date through the Remittance Date immediately
preceding the distribution of all Liquidation Proceeds and
other payments or recoveries (including Insurance Proceeds and
condemnation proceeds) with respect to the related Mortgage
Loans.
(ii) Notwithstanding anything to the contrary herein, with
respect to each Principal Prepayment of a Mortgage Loan the
Special Servicer shall deposit in the Custodial Account on a
daily basis and retain therein the Prepayment Interest
Shortfall Amount, if any, for the month of distribution. Such
deposit shall be made from the Special Servicer's own funds,
without reimbursement therefor, up to a maximum amount per
month equal to the aggregate of the Base Servicing Fees
otherwise payable to the Special Servicer with respect to such
month.
Section 7.04. Special Servicing Compensation. Notwithstanding
anything to the contrary herein, the Special Servicer shall not be entitled to
pay itself any compensation out of amounts collected on or in respect of the
Mortgage Loans other than the Base Servicing Fee and any Ancillary Income, to
the extent provided herein. Any other compensation payable to the Special
Servicer hereunder, including the Special Servicing Fee, the Extended Special
Servicing Fee and the Incentive Fee, shall be payable to the Special Servicer
on each Distribution Date as provided in the Special Servicing Compensation
Agreement attached as an exhibit to the Master Servicing Agreement."
19. Section 9.02 is hereby deleted in its entirety.
20. The following paragraph is added at the end of Section 10.01:
"Neither the Master Servicer nor any successor special servicer
(including the Owner and the Master Servicer) shall be liable
for any acts or omissions of the Special Servicer or any
predecessor servicer. In particular, neither the Master
Servicer nor any successor special servicer (including the
Owner and the Master Servicer) shall be liable for any
servicing errors or interruptions resulting from any failure of
the Special Servicer to maintain computer and other information
systems that are year-2000 compliant."
21. All references in the Servicing Agreement or in any schedules or exhibits
thereto, including, without limitation, Exhibit I, to the "Decision
Matrix" are hereby deleted in their entirety.
22. The following definition is hereby added:
"Prepayment Period: With respect to the first Remittance Date,
the period beginning on the Cut-off Date and ending on July 1.
With respect to each subsequent Remittance Date, the period
commencing on the second day of the month immediately preceding
the month in which such Remittance Date occurs and ending on
the first day of the month in which such Remittance Date
occurs."
23. The definitions of "Extended Special Servicing Fee," "Incentive Fee,"
"Loss Severity Percentage" and "Special Servicing Fee" are hereby deleted
in their entirety.
24. Section 5.01 is hereby deleted in its entirety and replaced with the
following:
"Section 5.01 Servicing Compensation. As consideration for
servicing the Transferred Mortgage Loans subject to this
Agreement, the Special Servicer shall be entitled to (i) retain
the Base Servicing Fee equal to one-twelfth of (x) the
Servicing Fee Rate and (y) the outstanding principal balance of
such Transferred Mortgage Loan during any month or part thereof
(unless otherwise specified herein) and (ii) receive such
additional compensation as is specified in a separate letter
agreement dated the Closing Date."
FLOW SERVICING AGREEMENT
between
LEHMAN CAPITAL, A DIVISION OF LEHMAN BROTHERS HOLDINGS INC.
OWNER
and
AURORA LOAN SERVICES INC.
SERVICER
Dated as of September 1, 1997
Residential Adjustable and Fixed Rate Mortgage Loans
Group No. 1997-ALSI
<PAGE>
TABLE OF CONTENTS
ARTICLE I.
DEFINITIONS
ARTICLE II.
OWNER'S ENGAGEMENT OF SERVICER TO PERFORM SERVICING
RESPONSIBILITIES
Section Page
- ------- ----
2.01 Contract for Servicing; Possession
of Servicing Files..........................................13
2.02 Books and Records..............................................13
2.03 Commencement of Servicing Responsibilities..................14
2.04 Owner Covenants Regarding Transfer of Servicing.............14
2.05 Custodial Agreement............................................16
ARTICLE III.
SERVICING THE MORTGAGE LOANS
3.01 Servicer to Service ...........................................18
3.02 Collection of Mortgage Loan Payments...........................20
3.03 Establishment of and Deposits to
Custodial Account ..........................................20
3.04 Permitted Withdrawals From
Custodial Account ..........................................21
3.05 Establishment of and Deposits to
Escrow Account .............................................22
3.06 Permitted Withdrawals From Escrow Account...................22
3.07 Maintenance of FHA Mortgage Insurance and
VA Guaranty.................................................23
3.08 Notification of Adjustments....................................23
3.09 Completion and Recordation of Assignment of
Mortgage and FHA and VA Change Notices......................24
3.10 Protection of Accounts.........................................24
3.11 Title, Management and Disposition of REO Property...........25
3.12 Real Estate Owned Reports .....................................26
ARTICLE IV.
PAYMENTS TO OWNER
4.01 Remittances....................................................27
4.02 Statements to Owner............................................27
4.03 Monthly Advances by Servicer...................................28
ARTICLE V.
GENERAL SERVICING PROCEDURES
5.01 Servicing Compensation.........................................29
5.02 Reimbursement of Servicing Advances............................29
ARTICLE VI.
REPRESENTATIONS, WARRANTIES AND AGREEMENTS;
REMEDIES AND BREACH
6.01 Representations, Warranties and
Agreements of the Servicer..................................30
6.02 Remedies for Breach of Representations
and Warranties of the Servicer..............................31
6.03 Representations and Warranties of
the Owner...................................................32
6.04 Remedies for Breach of Representations
and Warranties of the Owner.................................33
ARTICLE VII.
AGENCY TRANSFER; WHOLE LOAN TRANSFER; PASS-THROUGH TRANSFER
7.01 Removal of Mortgage Loans from
Inclusion under this Agreement upon an Agency Transfer,
a Pass-Through Transfer or a Whole Loan Transfer
on one or more Reconstitution Dates.........................35
7.02 Additional Indemnification by the
Servicer; Third Party Claims................................36
7.03 Monthly Advances, Compensating Interest and
Servicing Fees after Reconstitution.........................37
7.04 Maintenance of Custodial and Escrow Accounts
after Reconstitution........................................37
7.05 Owner's Repurchase and Indemnification Obligations.............38
7.06 Termination Fees after Reconstitution..........................39
7.07 Additional Remittance..........................................39
7.08 Transfer of Servicing Following Reconstitution.................40
ARTICLE VIII.
THE SERVICER
8.01 Merger or Consolidation of the Servicer........................41
8.02 Limitation on Liability of the Servicer
and Others..................................................41
8.03 Limitation on Resignation and Assignment
by the Servicer.............................................41
ARTICLE IX.
TERMINATION
9.01 Termination For Cause..........................................42
9.02 Termination Without Cause......................................43
ARTICLE X.
MISCELLANEOUS PROVISIONS
10.01 Successor to the Servicer......................................45
10.02 Closing........................................................46
10.03 Closing Documents..............................................47
10.04 Costs .........................................................48
10.05 Protection of Confidential Information.........................48
10.06 Notices .......................................................48
10.07 Severability Clause ...........................................49
10.08 No Personal Solicitation.......................................49
10.09 Counterparts...................................................50
10.10 Place of Delivery and Governing Law............................50
10.11 Further Agreements.............................................50
10.12 Intention of the Parties.......................................50
10.13 Successors and Assigns; Assignment of
Servicing Agreement.........................................51
10.14 Waivers........................................................51
10.15 Exhibits.......................................................51
10.16 General Interpretive Principles................................51
10.17 Reproduction of Documents......................................51
<PAGE>
EXHIBITS
EXHIBIT A MORTGAGE LOAN SCHEDULE
EXHIBIT B-1 FORM OF ACKNOWLEDGMENT AGREEMENT
EXHIBIT B-2 FORM OF CONFIRMATION AGREEMENT
EXHIBIT C CUSTODIAL ACCOUNT LETTER AGREEMENT
EXHIBIT D ESCROW ACCOUNT LETTER AGREEMENT
EXHIBIT E-1 OFFICER'S CERTIFICATE FOR FIRST CLOSING
EXHIBIT E-2 OFFICER'S CERTIFICATE FOR SUBSEQUENT CLOSINGS
EXHIBIT F FORM OF CUSTODIAL AGREEMENT
EXHIBIT G FORM OF OPINION OF COUNSEL OF THE SERVICER
EXHIBIT H FORM OF COLLATERAL PLEDGE AND SECURITY AGREEMENT
<PAGE>
FLOW SERVICING AGREEMENT
------------------------
This is a Flow Servicing Agreement (the "Agreement"), dated as of
September 1, 1997, by and between Lehman Capital, A Division of Lehman Brothers
Holdings Inc., having an office at Three World Financial Center, 12th Floor, New
York, New York 10285 (the "Owner") and Aurora Loan Services Inc., having an
office at 2530 South Parker Road, Aurora, Colorado 80014 (the "Servicer").
W I T N E S S E T H
WHEREAS, the Owner shall acquire from time to time certain ownership
to and the servicing rights for certain fixed and adjustable rate first and
second lien mortgage loans ("Conventional Loans") and/or certain FHA insured
("FHA Loans") and VA guaranteed ("VA Loans") mortgage loans from various third
party sellers and servicers thereof (the Conventional Loans, FHA Loans and VA
Loans collectively referred to herein as the "Mortgage Loans");
WHEREAS, the Owner desires to contract with the Servicer for the
servicing responsibilities associated with the Mortgage Loans and the Servicer
desires to assume the servicing responsibilities to such Mortgage Loans; and
WHEREAS, the Owner desires to sell some or all of the Mortgage Loans
from time to time (a) to FNMA under its Cash Purchase Program or MBS SWAP
Program (Special Servicing Option) (each a "FNMA Transfer"); or (b) to FHLMC
under its Freddie Mac Cash Program or Gold PC Program (the "FHLMC Transfer"); or
(c) to GNMA under its MBS Swap Program I (the "GNMA Transfer"); or (d) to one or
more third party purchasers in one or more whole loan pools (each a "Whole Loan
Transfer"); or (e) directly or indirectly, to certain trusts to be formed as
part of publicly-issued or privately placed, rated or unrated, mortgage
pass-through transactions (each a "Pass-Through Transfer"), in any or all cases
(subject to the terms of this Agreement) retaining the Servicer to service the
Mortgage Loans.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth, and for other good and reasonable consideration, the receipt and
adequacy of which is hereby acknowledged, the Owner and Servicer hereby agree as
follows:
<PAGE>
ARTICLE I
DEFINITIONS
The following terms are defined as follows (except as otherwise agreed
in writing by the parties):
Accepted Servicing Practices: With respect to any Mortgage Loan, those
mortgage servicing practices of prudent mortgage lending institutions which
service mortgage loans of the same type as such Mortgage Loans in the
jurisdiction where the related Mortgaged Property is located.
Acknowledgment Agreement: The document to be executed by the Owner and
the Servicer which document shall amend the Mortgage Loan Schedule attached as
Exhibit A hereto to reflect the addition of Mortgage Loans to such Exhibit A and
which document reflects the addition of Mortgage Loans which are subject to the
terms and conditions of this Agreement.
Act: The National Housing Act, as amended from time to time.
Additional Remittance: With respect to each Mortgage Loan subject to
an Agency Transfer, a Whole Loan Transfer or a Pass-Through Transfer, the
portion of the Reconstituted Servicing Fee received by the Servicer under a
Reconstitution Agreement which amount shall be equal to the difference between
such Reconstituted Servicing Fee and the Servicing Fee set forth herein, which
amount shall be remitted to the Owner or its assigns and shall be freely
transferable by the Owner or its assigns.
Additional Remittance Date: The last Business Day of each month of the
related Remittance Date under the applicable Reconstitution Agreement.
Adjustable Rate Mortgage Loan: A Mortgage Loan serviced pursuant to
this Agreement under which the Mortgage Interest Rate is adjusted from time to
time in accordance with the terms and provisions of the Mortgage Note.
Agency Transfer: The sale or transfer by Owner of some or all of the
Mortgage Loans to FNMA under its Cash Purchase Program or its MBS Swap Program
(Special Servicing Option) or to FHLMC under its Freddie Mac Cash Program or
Gold PC Program, or to GNMA under its MBS Swap Program, retaining the Servicer
as "servicer" thereunder.
Agreement: This Flow Servicing Agreement and all amendments hereof and
supplements hereto.
Ancillary Income: All income derived from the Mortgage Loans, other
than Servicing Fees, including but not limited to, late charges, fees received
with respect to checks or bank drafts returned by the related bank for
non-sufficient funds, assumption fees, optional insurance administrative fees
and all other incidental fees and charges. The Owner shall retain all Ancillary
Income with the exception of optional insurance and administrative fees payable
as a direct result of the Servicer's efforts.
Applicable Agency: With respect to Conventional Loans, FNMA, and with
respect to FHA Loans or VA Loans, GNMA.
Appraised Value: The value set forth in an appraisal made in
connection with the origination of the related Mortgage Loan as the value of the
Mortgaged Property.
Assignment Fee: The Assignment Fee indicated on the applicable
Acknowledgment Agreement, which fee shall be payable within 30 days following
the later to occur of (i) the completion of the transfer of all of the
applicable Mortgage Loan information onto the Servicer's computer system or (ii)
the receipt by the Owner of an invoice from the Servicer for the Assignment Fee.
Assignment of Mortgage: An assignment of the Mortgage, notice of
transfer or equivalent instrument in recordable form, sufficient under the laws
of the jurisdiction wherein the related Mortgaged Property is located to reflect
the transfer of the Mortgage to the party indicated therein, which assignment,
notice of transfer or equivalent instrument may be in the form of one or more
blanket assignments covering the Mortgage Loans secured by Mortgaged Properties
located in the same jurisdiction, if permitted by law.
Best Efforts: Efforts determined to be reasonably diligent by the
Owner or Servicer, as the case may be, in its sole discretion. Such efforts do
not require the Owner or Servicer, as the case may be, to enter into any
litigation, arbitration or other legal or quasi-legal proceeding, nor do they
require the Owner or Servicer, as the case may be, to advance or expend fees or
sums of money in addition to those specifically set forth in this Agreement.
Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a
day on which banking and savings and loan institutions in the State of New York
are authorized or obligated by law or executive order to be closed.
Code: The Internal Revenue Code of 1986, as it may be amended from
time to time or any successor statute thereto, and applicable U.S. Department of
the Treasury regulations issued pursuant thereto.
Collateral Pledge and Security Agreement: With respect to each
Reconstitution Date, the security agreement to be executed by the Owner and the
Servicer, in the form attached hereto as Exhibit H, which agreement shall serve
to create a security interest in favor of the Owner and its assigns in the
servicing rights related to the Mortgage Loans being reconstituted.
Condemnation Proceeds: All awards of settlements in respect of a
Mortgaged Property, whether permanent or temporary, partial or entire, by
exercise of the power of eminent domain or condemnation, to the extent not
required to be released to a Mortgagor in accordance with the terms of the
related Mortgage Loan documents.
Confirmation Agreement: The document to be executed by the Owner and
the Servicer and returned by the Servicer to the Owner in accordance with
Section 10.06 within 5 Business Days of receipt of such document from the Owner
which document shall confirm the Servicer's acceptance of its engagement to
perform servicing responsibilities for the Owner with respect to additional
Mortgage Loans.
Conventional Loan: A conventional residential first or second lien
fixed or adjustable rate Mortgage Loan which is neither FHA insured nor VA
guaranteed.
Costs: For any Person, any claims, losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments,
and other costs and expenses of such Person.
Custodial Account: The separate account or accounts created and
maintained pursuant to Section 3.03.
Custodial Agreement: The agreement or agreements governing the
retention of original Mortgage Loan documents which shall be substantially
similar in form and substance to the Custodial Agreement attached as Exhibit F
hereto.
Custodian: The Custodian under the related Custodial Agreement
identified in the related Confirmation Agreement and related Acknowledgment
Agreement, or its successors in interest or assigns or any successor to the
related Custodian under the Custodial Agreement as provided therein.
Determination Date: For each month that this Agreement is in effect,
the last Business Day of such month as determined by the Servicer on a monthly
basis.
Delinquent Mortgage Loan: A Mortgage Loan which is more than 89 days
delinquent (without regard to any applicable grace period).
Due Date: The day of the month on which the Monthly Payment is due on
a Mortgage Loan, exclusive of any days of grace. With respect to the Mortgage
Loans for which payment from the Mortgagor is due on a day other than the first
day of the month, such Mortgage Loans will be treated as if the Monthly Payment
is due on the first day of the month following the actual Due Date.
Due Period: With respect to each Remittance Date, the period
commencing on the second day of the month preceding the month of the Remittance
Date and ending on the first day of the month of the Remittance Date.
Eligible Investments: Any one or more of the obligations and
securities listed below which investment provides for a date of maturity not
later than the Determination Date in each month:
(i) direct obligations of, and obligations fully guaranteed by, the
United States of America, or any agency or instrumentality of the
United States of America the obligations of which are backed by the
full faith and credit of the United States of America; and
(ii) federal funds, demand and time deposits in, certificates of
deposits of, or bankers' acceptances issued by, any depository
institution or trust company incorporated or organized under the laws
of the United States of America or any state thereof and subject to
supervision and examination by federal and/or state banking
authorities, so long as at the time of such investment or contractual
commitment providing for such investment the commercial paper or other
short-term debt obligations of such depository institution or trust
company (or, in the case of a depository institution or trust company
which is the principal subsidiary of a holding company, the commercial
paper or other short-term debt obligations of such holding company)
are rated "P-1" by Moody's Investors Service, Inc. and the long-term
debt obligations of such holding company) are rated "P-1" by Moody's
Investors Service, Inc. and the long-term debt obligations of such
depository institution or trust company (or, in the case of a
depository institution or trust company which is the principal
subsidiary of a holding company, the long-term debt obligations of
such holding company) are rated at least "Aa" by Moody's Investors
Service, Inc.;
provided, however, that no such instrument shall be an Eligible
Investment if such instrument evidences either (i) a right to receive only
interest payments with respect to the obligations underlying such instrument, or
(ii) both principal and interest payments derived from obligations underlying
such instrument and the principal and interest payments with respect to such
instrument provide a yield to maturity of greater than 120% of the yield to
maturity at par of such underlying obligations.
Errors and Omissions Insurance: Errors and Omissions Insurance to be
maintained by the Servicer pursuant to the FNMA Guides.
Escrow Account: The separate account or accounts created and
maintained pursuant to Section 3.05.
Escrow Payments: With respect to any Mortgage Loan, the amounts
constituting ground rents, taxes, assessments, water rates, sewer rents,
municipal charges, mortgage insurance premiums, fire and hazard insurance
premiums, condominium charges, and any other payments required to be escrowed by
the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.
Event of Default: Any event set forth in Section 9.01.
FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.
FHA: The Federal Housing Administration, an agency within the United
States Department of Housing and Urban Development, or any successor thereto and
including the Federal Housing Commissioner and the Secretary of Housing and
Urban Development where appropriate under the FHA Regulations.
FHA Approved Mortgagee: A corporation or institution approved as a
mortgagee by FHA under the Act, and applicable HUD regulations, and eligible to
own and service mortgage loans such as the FHA Loans.
FHA Assigned Mortgage Loan: A Mortgage Loan that has been in default
for longer than the applicable FHA grace period and respecting which written
notice of an intention to assign has been filed with the FHA, whether or not
such Mortgage Loan has in fact been assigned to the FHA.
FHA Insurance Contract: The contractual obligation of FHA respecting
the insurance of a Mortgage Loan.
FHA Loan: A residential Mortgage Loan which is the subject of an FHA
Insurance Contract as evidenced by a mortgage insurance certificate.
FHA Mortgage Insurance: Mortgage insurance authorized under the Act
and provided by the FHA.
FHA Regulations: Regulations promulgated by HUD under the National
Housing Act, codified in 24 Code of Federal Regulations, and other HUD issuances
relating to FHA Loans, including the related handbooks, circulars, notices and
mortgagee letters.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor
thereto.
Fidelity Bond: A fidelity bond to be maintained by the Servicer
pursuant to the FNMA Guides.
First Remittance Date: With respect to each Mortgage Loan, the 10th
day of the month following the month in which the related Transfer Date occurs,
or if such 10th day is not a Business Day, the first Business Day immediately
following such 10th day.
Fixed Rate Mortgage Loan: Any individual Mortgage Loan serviced
pursuant to this Agreement wherein the Mortgage Interest Rate set forth in the
Mortgage Note is fixed for the term of such Mortgage Loan.
FNMA: The Federal National Mortgage Association, or any successor
thereto.
FNMA Guides: The FNMA Selling Guide and the FNMA Servicing Guide and
all amendments or additions thereto.
GNMA: The Government National Mortgage Association, or any successor
thereto.
HUD: The Department of Housing and Urban Development, or any federal
agency or official thereof which may from time to time succeed to the functions
thereof with regard to FHA Mortgage Insurance. The term "HUD," for purposes of
this Agreement, is also deemed to include subdivisions thereof such as the FHA
and Government National Mortgage Association.
Initial Transfer Date: The first Transfer Date with respect to
servicing of Mortgage Loans hereunder.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of
insurance policies insuring the Mortgage Loan or the related Mortgaged Property
including FHA insurance proceeds and/or VA guaranty proceeds.
Liquidation Proceeds: Cash received in connection with the liquidation
of a defaulted Mortgage Loan, whether through the sale or assignment of such
Mortgage Loan, trustee's sale, foreclosure sale or otherwise, or the sale of the
related REO Property, if the Mortgaged Property is acquired in satisfaction of
the Mortgage Loan.
Monthly Advance: With respect to each Remittance Date and each
Mortgage Loan, an amount equal to the Monthly Payment (with the interest portion
of such Monthly Payment adjusted to the Mortgage Loan Remittance Rate) which was
due on the Mortgage Loan, and (i) which was delinquent at the close of business
on the immediately preceding Determination Date and (ii) which was not the
subject of a previous Monthly Advance.
Monthly Payment: The scheduled monthly payment of principal and
interest on a Mortgage Loan.
Mortgage: The mortgage, deed of trust or other instrument securing a
Mortgage Note, which creates a first or second lien on an unsubordinated estate
in fee simple in real property securing the Mortgage Note.
Mortgage Impairment Insurance Policy: A mortgage impairment or blanket
hazard insurance policy as described in the FNMA Guides.
Mortgage Interest Rate: The annual rate of interest borne on a
Mortgage Note.
Mortgage Loan: An individual Mortgage Loan which is the subject of
this Agreement, each Mortgage Loan subject to this Agreement being identified on
the Mortgage Loan Schedule, which Mortgage Loan includes without limitation the
Mortgage Loan documents, the Monthly Payments, Principal Prepayments,
Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition
Proceeds, and all other rights, benefits, proceeds and obligations arising from
or in connection with such Mortgage Loan.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the
annual rate of interest remitted to the Owner, which shall be equal to the
Mortgage Interest Rate minus the applicable Servicing Fee.
Mortgage Loan Schedule: A schedule of certain Mortgage Loans setting
forth information with respect to such Mortgage Loans, which schedule
supplements this Agreement and becomes part of Exhibit A hereof on the related
Transfer Date to reflect the addition of such Mortgage Loans to the terms of
this Agreement.
Mortgage Note: The note or other evidence of the indebtedness of a
Mortgagor secured by a Mortgage.
Mortgaged Property: The real property securing repayment of the debt
evidenced by a Mortgage Note.
Mortgagor: The obligor on a Mortgage Note.
Net Sale Proceeds: The proceeds from the sale of REO Property, net of
all expenses incurred by the Servicer in connection with such sale, including,
without limitation, legal fees and expenses, referral fees, brokerage
commissions, conveyance taxes and any other related expense.
Officer's Certificate: A certificate signed by the Chairman of the
Board or the Vice Chairman of the Board or the President or a Vice President or
an assistant Vice President and by the Treasurer or the Secretary or one of the
Assistant Treasurers or Assistant Secretaries of the Owner, and delivered to the
Servicer as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an
employee of the Servicer, reasonably acceptable to the Owner.
Owner: Lehman Capital, A Division of Lehman Brothers Holdings Inc., or
its successors in interest and assigns.
Pass-Through Transfer: The sale or transfer of some or all of the
Mortgage Loans to a trust to be formed as part of a publicly-issued and/or
privately placed, rated or unrated, mortgage pass-through transaction, retaining
the Servicer as "servicer" (with or without a master servicer) thereunder.
Person: Any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision thereof.
PMI Policy: A policy of primary mortgage guaranty insurance issued by
a Qualified Insurer, as required by this Agreement with respect to certain
Mortgage Loans.
Prepayment Interest Shortfall Amount: With respect to any Mortgage
Loan that was subject to a Principal Prepayment in full during any Due Period,
which Principal Prepayment was applied to such Mortgage Loan prior to such
Mortgage Loan's Due Date in such Due Period, the amount of interest (net the
related Reconstituted Servicing Fee) that would have accrued on the amount of
such Principal Prepayment during the period commencing on the date as of which
such Principal Prepayment was applied to such Mortgage Loan and ending on the
day immediately preceding such Due Date, inclusive.
Prime Rate: The prime rate announced to be in effect from time to
time, as published as the average rate in The Wall Street Journal Northeast
Edition.
Principal Prepayment: Any payment or other recovery of principal on a
Mortgage Loan which is received in advance of its scheduled Due Date, including
any prepayment penalty or premium thereon and which is not accompanied by an
amount of interest representing scheduled interest due on any date or dates in
any month or months subsequent to the month of prepayment.
Prior Servicer: Any prior servicer (other than the Servicer) of any or
all of the Mortgage Loans.
Qualified Depository: A depository the accounts of which are insured
by the FDIC and the debt obligations of which are rated in the two highest
categories by Standard & Poor's Ratings Group and Moody's Investors Service,
Inc. and meets such requirements as are necessary for any Reconstitution
Agreement. The Servicer shall be deemed to be a Qualified Depository under this
Agreement so long as it meets the applicable requirements of FNMA.
Qualified Insurer: A mortgage guaranty insurance company duly
authorized and licensed where required by law to transact mortgage guaranty
insurance business and approved as an insurer by FNMA, FHLMC and GNMA.
Reconstitution Agreements: The agreement or agreements entered into by
the Owner, the Servicer, FNMA, FHLMC or GNMA or certain third parties on the
Reconstitution Date(s) with respect to any or all of the Mortgage Loans serviced
hereunder, in connection with a Whole Loan Transfer, a Pass-Through Transfer or
an Agency Transfer as set forth in Section 7.01, including, but not limited to,
(i) a FNMA Mortgage Selling and Servicing Contract, a Pool Purchase Contract,
and any and all servicing agreements and tri-party agreements reasonably
required by FNMA with respect to a FNMA Transfer, (ii) a Purchase Contract and
all purchase documents associated therewith as set forth in the Freddie Mac
Sellers' & Servicers' Guide, and any and all servicing agreements and tri-party
agreements reasonably required by FHLMC with respect to a FHLMC Transfer, (iii)
any and all documents as set forth in the GNMA Mortgage-Backed Securities Guide,
and any and all servicing agreements and tri-party agreements reasonably
required by GNMA with respect to a GNMA Transfer, (iv) a pooling and servicing
agreement and/or a subservicing/master servicing agreement and related
custodial/trust agreement and related documents with respect to a Pass-Through
Transfer and (iv) a seller's warranties and servicing agreement or a sale and
servicing agreement and related custodial agreement and closing documents with
respect to a Whole Loan Transfer. Such agreement or agreements shall prescribe
the rights and obligations of the Servicer in servicing the related Mortgage
Loans and shall provide for a Reconstituted Servicing Fee to the Servicer, net
of any guarantee fees due FNMA, FHLMC or GNMA, if applicable, at least equal to
the Servicing Fee due the Servicer in accordance with this Agreement or the
Reconstituted Servicing Fee required pursuant to the Reconstitution Agreement,
whichever is greater. The Reconstituted Servicing Fee and the form of relevant
Reconstitution Agreement to be entered into by the Owner and/or master servicer
or trustee and the Servicer with respect to Pass-Through Transfers and/or Whole
Loan Transfers shall be reasonably satisfactory in form and substance to the
Owner and the Servicer (giving due regard to any rating or master servicing
requirements and the provisions of Section 9.02 hereof) and the representations
and warranties and servicing provisions contained therein shall be substantially
similar to those contained in this Agreement, unless otherwise mutually agreed
by the parties.
Reconstitution Date: The date or dates on which any or all of the
Mortgage Loans serviced under this Agreement shall be removed from this
Agreement and reconstituted as part of an Agency Transfer, a Pass-Through
Transfer or a Whole Loan Transfer pursuant to Section 7.01 hereof. On such date
or dates, the Mortgage Loans transferred shall cease to be covered by this
Agreement and the Servicer's servicing responsibilities shall cease under this
Agreement with respect to the related transferred Mortgage Loans, other than the
obligation to remit the Additional Remittance in accordance with the provisions
set forth in Section 7.07 hereof and the right of the Owner to cause a transfer
of the servicing responsibilities to the Mortgage Loans and/or REO Properties in
accordance with Section 7.08 hereof.
Reconstituted Servicing Fee: With respect to each reconstituted
Mortgage Loan that is subject to a Reconstitution Agreement, the monthly fee to
which the Servicer thereunder is entitled, which shall be equal to the servicing
fee specified in the applicable Reconstitution Agreement.
REMIC: A "real estate mortgage investment conduit" within the meaning
of Section 860D of the Code.
Remittance Date: The 10th day (or if such 10th day is not a Business
Day, the first Business Day immediately following) of any month, following the
First Remittance Date.
REO Disposition: The final sale by the Servicer of any REO Property.
REO Disposition Proceeds: All amounts received with respect to an REO
Disposition pursuant to Section 3.11.
REO Property: A Mortgaged Property acquired by the Servicer on behalf
of the Owner through foreclosure or by deed in lieu of foreclosure, pursuant to
Section 3.11.
Servicer: Aurora Loan Services Inc. or its successor in interest or
assigns or any successor to the Servicer under this Agreement as herein
provided.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses (including reasonable attorneys' fees and
disbursements) incurred in the performance by the Servicer of its servicing
obligations, including, but not limited to, the cost of (a) the preservation,
restoration and protection of the Mortgaged Property, (b) any enforcement or
administrative or judicial proceedings, including foreclosures, (c) the
management and liquidation of the Mortgaged Property if the Mortgaged Property
is acquired in satisfaction of the Mortgage, (d) taxes, assessments, water
rates, sewer rents and other charges which are or may become a lien upon the
Mortgaged Property, and PMI Policy premiums and fire and hazard insurance
coverage, (e) any losses sustained by the Servicer with respect to the
liquidation of the Mortgaged Property and (f) compliance with the obligations
pursuant to the provisions of the FNMA Guides.
Servicing Fee: With respect to each Mortgage Loan that has not been
removed from this Agreement as part of an Agency Transfer, a Pass-Through
Transfer or a Whole Loan Transfer, and with respect to each Mortgage Loan that
has been removed from this Agreement as part of an Agency Transfer, a
Pass-Through Transfer or a Whole Loan Transfer and subsequently repurchased by
the Owner pursuant to Section 7.05 hereof and again becoming subject to this
Agreement, the servicing fee shall be, with respect to each (i) fixed rate
Mortgage Loan, an amount equal to $10.00 per month; (ii) adjustable rate
Mortgage Loan, an amount equal to $11.00 per month; and (iii) Delinquent
Mortgage Loan, an amount equal to $40.00 per month. Such fee shall be payable
monthly and shall be pro rated for any portion of a month during which the
Mortgage Loan is serviced pursuant to this Agreement.
Servicing File: The items pertaining to a particular Mortgage Loan
including, but not limited to, the computer files, data disks, books, records,
data tapes, notes, and all additional documents generated as a result of or
utilized in originating and/or servicing each Mortgage Loan, which are held in
trust for the Owner by the Servicer.
Servicing Officer: Any officer of the Servicer involved in or
responsible for, the administration and servicing of the Mortgage Loans whose
name appears on a list of servicing officers furnished by the Servicer to the
Owner upon request, as such list may from time to time be amended.
Servicing Rights: Any and all of the following: (a) any and all rights
to service the Mortgage Loans; (b) any payments to or monies received by the
Servicer for servicing the Mortgage Loans; (c) any late fees, penalties or
similar payments with respect to the Mortgage Loans; (d) all agreements or
documents creating, defining or evidencing any such servicing rights to the
extent they relate to such servicing rights and all rights of the Servicer
thereunder; (e) Escrow Payments or other similar payments with respect to the
Mortgage Loans and any amounts actually collected by the Servicer with respect
thereto; (f) all accounts and other rights to payment related to any of the
property described in this paragraph; and (g) any and all documents, files,
records, servicing files, servicing documents, servicing records, data tapes,
computer records, or other information pertaining to the Mortgage Loans or
pertaining to the past, present or prospective servicing of the Mortgage Loans.
Set-Up Fee: The set-up fee indicated on the applicable Acknowledgment
Agreement, which fee shall be payable within 30 days following the later to
occur of (i) the completion of the transfer of all of the applicable Mortgage
Loan information onto the Servicer's computer system or (ii) the receipt by the
Owner of an invoice from the Servicer for the Set-Up Fee.
Transfer Date: The date or dates upon which the Servicer commences the
servicing responsibilities with respect to Mortgage Loans in accordance with the
terms set forth herein which dates shall be as set forth in the related
Confirmation Agreement and Acknowledgment Agreement.
VA: The Veterans Administration, an agency of the United States of
America, or any successor thereto including the Administrator of Veterans
Affairs.
VA Approved Lender: Those lenders which are approved by the VA to act
as a lender in connection with the origination of VA Loans.
VA Loan: A Mortgage Loan which is the subject of a VA Loan Guaranty
Agreement as evidenced by a Loan Guaranty Certificate, or a Mortgage Loan which
is a vendee loan sold by the VA.
VA Loan Guaranty Agreement: The obligation of the United States to pay
a specific percentage of a Mortgage Loan (subject to a maximum amount) upon
default of the Mortgagor pursuant to the Servicemen's Readjustment Act, as
amended.
VA Loan Guaranty Certificate: The certificate evidencing a VA Loan
Guaranty Agreement.
VA Regulations: Regulations promulgated by the Veteran's
Administration pursuant to the Servicemen's Readjustment Act, as amended,
codified in 38 Code of Federal Regulations, and other VA issuances relating to
VA Loans, including related Handbooks, Circulars and Notices.
Whole Loan Transfer: The sale or transfer of some or all of the
Mortgage Loans to a third party purchaser in a whole loan transaction pursuant
to a seller's warranties and servicing agreement or a participation and
servicing agreement, retaining the Servicer as "servicer" thereunder.
<PAGE>
ARTICLE II
OWNER'S ENGAGEMENT OF SERVICER TO PERFORM SERVICING
RESPONSIBILITIES
Section 2.01. Contract for Servicing; Possession of Servicing Files.
The Owner, by execution and delivery of this Agreement (and the
related Acknowledgment Agreement and Confirmation Agreement), does hereby
contract with the Servicer, subject to the terms of this Agreement, for the
servicing of the Mortgage Loans. On or before each Transfer Date, the Owner
shall cause to be delivered or will use its Best Efforts to cause to be
delivered the Servicing Files with respect to the Mortgage Loans listed on the
related Mortgage Loan Schedule to the Servicer to be held in trust for the Owner
pursuant to this Agreement. On or before each Transfer Date, the Owner shall,
with respect to the Mortgage Loans on the related Mortgage Loan Schedule,
execute and deliver an Acknowledgment Agreement in the form attached hereto as
Exhibit B-1, which Acknowledgment Agreement shall be executed and delivered
simultaneously by the Servicer to the Owner. Each Servicing File delivered to
the Servicer shall be held by the Servicer in order to service the Mortgage
Loans pursuant to this Agreement and are and shall be held in trust by the
Servicer for the benefit of the Owner as the owner thereof. The Servicer's
possession of any portion of the Mortgage Loan documents shall be at the will of
the Owner for the sole purpose of facilitating servicing of the related Mortgage
Loan pursuant to this Agreement, and such retention and possession by the
Servicer shall be in a custodial capacity only. The ownership of each Mortgage
Note, Mortgage, and the contents of the Servicing File shall be vested in the
Owner and the ownership of all records and documents with respect to the related
Mortgage Loan prepared by or which come into the possession of the Servicer
shall immediately vest in the Owner and shall be retained and maintained, in
trust, by the Servicer at the will of the Owner in such custodial capacity only.
The portion of each Servicing File retained by the Servicer pursuant to this
Agreement shall be segregated from the other books and records of the Servicer
and shall be appropriately marked to clearly reflect the ownership of the
related Mortgage Loan by the Owner. The Servicer shall release from its custody
the contents of any Servicing File retained by it only in accordance with this
Agreement.
Section 2.02. Books and Records.
Record title to each Mortgage and the related Mortgage Note shall, at
the Owner's option, remain in the name of (i) the Servicer or (ii) in the name
as the Owner shall designate. Subject to Section 3.01(a) hereof, the Owner, its
designee or the Servicer shall prepare or cause to be prepared and record or
cause to be recorded any Assignments of Mortgage required pursuant to this
Section 2.02. and shall pay all necessary fees associated with the preparation
and recording of the Assignments of Mortgage. Notwithstanding the foregoing, the
Servicer shall cooperate with the Owner in the Owner's preparation and recording
of any and all Assignments of Mortgage. Additionally, the Servicer shall prepare
and execute, at the direction of the Owner, any note endorsements in connection
with any and all Reconstitution Agreements. All rights arising out of the
Mortgage Loans shall be vested in the Owner. All funds received on or in
connection with a Mortgage Loan shall be received and held by the Servicer in
trust for the benefit of the Owner as the owner of the Mortgage Loans pursuant
to the terms of this Agreement.
Section 2.03. Commencement of Servicing Responsibilities.
On each Transfer Date, the Owner shall appoint the Servicer to
perform, and the Servicer shall assume and accept such appointment for, all
servicing responsibilities for the related Mortgage Loans on the related
Mortgage Loan Schedule. The engagement of the Servicer to perform the servicing
responsibilities hereunder is not mandatory and is expressly conditioned upon
the acquisition of the related Mortgage Loans by the Owner, the election of the
Owner respecting the engagement of the Servicer to perform the related servicing
responsibilities and the election, in the manner hereinafter set forth, of the
Servicer to accept such transfer.
Upon the Owner's determination in its sole discretion to engage the
Servicer to perform the servicing responsibilities with respect to Conventional
Loans, FHA Loans and/or VA Loans pursuant to the terms of this Agreement, the
Owner shall execute a Confirmation Agreement in the form attached as Exhibit B-2
hereto, and deliver the same to the Servicer. The Owner shall notify the
Servicer by telephone of its determination to transfer such servicing
responsibilities to the Servicer and shall deliver the Confirmation Agreement to
the Servicer within 2 Business Days of such verbal notification. The Servicer
may elect to accept or reject on an all or nothing basis such engagement to
perform the servicing responsibilities with respect to the additional
Conventional Loans, FHA Loans and/or VA Loans by either (i) in the case of an
acceptance, executing the Confirmation Agreement and delivering the same to the
Owner in accordance with Section 10.06 within 5 Business Days of receipt of such
Confirmation Agreement, or (ii) in the case of a rejection, by written
notification thereof delivered to the Owner in accordance with Section 10.06
within 5 Business Days of receipt of such Confirmation Agreement.
Section 2.04. Owner Covenants Regarding Transfer of Servicing.
On or before each Transfer Date the Owner shall use its Best Efforts
to cause the Prior Servicer to effectuate and evidence the transfer of the
servicing of the related Mortgage Loans from the Prior Servicer to the Servicer
including the following:
(a) Notice to Mortgagors. The Owner shall use its Best Efforts to
cause the Prior Servicer to mail to the Mortgagor of each Mortgage a letter
advising the Mortgagor of the transfer of the servicing thereof to the Servicer,
in accordance with the relevant provisions of the Cranston-Gonzales National
Affordable Housing Act of 1990, as the same may be amended from time to time,
and the regulations provided in accordance with the Real Estate Settlement
Procedures Act. The Owner shall use its Best Efforts to cause the Prior Servicer
to promptly provide the Servicer with copies of all such notices.
(b) Notice to Taxing Authorities and Insurance Companies and HUD (if
applicable). The Owner shall use its Best Efforts to cause the Prior Servicer to
transmit to the applicable taxing authorities and insurance companies (including
PMI Policy insurers, if applicable) and/or agents, notification of the transfer
of the servicing to the Servicer and instructions to deliver all notices, tax
bills and insurance statements, as the case may be, to the Servicer from and
after the related Transfer Date. The Owner shall use its Best Efforts to cause
the Prior Servicer to promptly provide the Servicer with copies of all such
notices. With respect to FHA Loans, in addition to the requirements set forth
above, the Owner shall use its Best Efforts to cause the Prior Servicer to
provide notice to HUD on HUD Form 92080 or such other form prescribed by HUD.
(c) Delivery of Servicing Records. The Owner shall use its Best
Efforts to cause the Prior Servicer to forward to the Servicer all Servicing
Files and any other Mortgage Loan documents in the Prior Servicer's possession
relating to each Mortgage Loan.
(d) Escrow Payments. The Owner shall use its Best Efforts to cause the
Prior Servicer to provide the Servicer with immediately available funds by wire
transfer in the amount of the net Escrow Payments and suspense balances and all
loss draft balances associated with the Mortgage Loans. The Owner shall use its
Best Efforts to cause the Prior Servicer to provide the Servicer with an
accounting statement of Escrow Payments and suspense balances and loss draft
balances sufficient to enable the Servicer to reconcile the amount of such
payment with the accounts of the Mortgage Loans. Additionally, the Owner shall
use its Best Efforts to cause the Prior Servicer to wire the Servicer the amount
of any agency or trustee Mortgage Loan payments, any prepaid Mortgage Loan
payments and all other similar amounts held by the Prior Servicer.
(e) Payoffs and Assumptions. The Owner shall use its Best Efforts to
cause the Prior Servicer to provide to the Servicer copies of all assumption and
payoff statements generated by the Prior Servicer on the Mortgage Loans.
(f) Mortgage Payments Received Prior to Transfer Date. The Owner shall
use its Best Efforts to cause the Prior Servicer to apply all payments received
by the Prior Servicer on each Mortgage Loan prior to the related Transfer Date
to the account of the particular Mortgagor.
(g) Mortgage Payments Received After Transfer Date. The Owner shall
use its Best Efforts to cause the Prior Servicer to forward the amount of any
Monthly Payments received by the Prior Servicer after the related Transfer Date
to the Servicer by overnight mail on the date of receipt. The Owner shall use
its Best Efforts to cause the Prior Servicer to notify the Servicer of the
particulars of the payment, which notification requirement shall be satisfied if
the Prior Servicer forwards with its payment sufficient information to permit
appropriate processing of the payment by the Servicer. The Owner shall use its
Best Efforts to cause the Prior Servicer to assume full responsibility for the
necessary and appropriate legal application of Monthly Payments received by the
Prior Servicer after the related Transfer Date with respect to Mortgage Loans
then in foreclosure or bankruptcy; provided, for purposes of this Agreement,
necessary and appropriate legal application of such Monthly Payments shall
include, but not be limited to endorsement of a Monthly Payment to the Servicer
with the particulars of the payment such as the account number, dollar amount,
date received and any special Mortgagor application instructions.
(h) Reconciliation. The Owner shall use its Best Efforts to cause the
Prior Servicer to, on or before the related Transfer Date, reconcile principal
balances and make any monetary adjustments required by the Servicer. Any such
monetary adjustments will be transferred between the Prior Servicer and the
Servicer as appropriate.
(i) IRS Forms. The Owner shall use its Best Efforts to cause the Prior
Servicer to file all IRS forms 1098, 1099, 1099A or 1041 and K-1, or any
successor forms thereto, which are required to be filed on or before the related
Transfer Date in relation to the servicing and ownership of the Mortgage Loans
for the current calendar year. The Owner shall use its Best Efforts to cause the
Prior Servicer to provide copies of such forms to the Servicer or the Mortgagors
upon request and shall use its Best Efforts to cause the Prior Servicer to
reimburse the Servicer for any costs or penalties incurred by the Servicer due
to the Prior Servicer's failure to comply with this paragraph.
Section 2.05. Custodial Agreement.
With respect to all Mortgage Loans which become subject to this
Agreement, pursuant to the related Custodial Agreement as identified in the
related Confirmation Agreement and related Acknowledgment Agreement, the Owner
shall deliver and release to the related Custodian on or prior to each Transfer
Date those Mortgage Loan documents required by the Custodial Agreement with
respect to each Mortgage Loan, a list of which is set forth in Section 2 of the
Custodial Agreement. In the event of any conflict, inconsistency or discrepancy
between any of the provisions of this Agreement and any of the provisions of the
Custodial Agreement, the provisions of this Agreement shall control and be
binding upon the Owner and the Servicer.
On or prior to each Transfer Date, the related Custodian shall have
certified its receipt of all Mortgage Loan documents required to be delivered
pursuant to the Custodial Agreement, as evidenced by the trust receipt and
initial certification of the related Custodian in the form annexed to the
Custodial Agreement. The Owner shall be responsible for, as and when due, any
and all initial document review fees, initial and final certification fees and
recertification fees and any costs associated with correcting any deficiencies
identified in connection with such review(s). The Owner shall be responsible for
maintaining the Custodial Agreement and shall pay all other fees and expenses of
the related Custodian including but not limited to, (i) any and all annual and
warehousing fees, (ii) any and all termination fees in the event the related
Custodian is terminated by the Owner, except that the Servicer shall pay such
termination fees in the event the related Custodian is terminated pursuant to
the Servicer's request and (iii) any and all fees due in connection with the
deposit or retrieval of a Mortgage Loan document or documents (collectively, the
"Custodial Fees"). With respect to any Mortgage Loans which become subject to an
Agency Transfer, upon the request of the Servicer the Owner shall terminate the
related Custodian and be responsible for any related termination fees; provided,
however, that the Servicer shall (A) appoint a successor custodian that meets
the requirements of the related Reconstitution Agreement (such successor
custodian may be the Servicer if permitted under such Reconstitution Agreement)
and (B) from and after the date of such termination be responsible for any and
all fees and expenses of the successor custodian. Notwithstanding the foregoing,
in the event that the Servicer acquires the Servicing Rights to any or all the
Mortgage Loans pursuant to Section 7.01, all Custodial Fees associated with such
Mortgage Loans shall be paid by the Servicer.
The Servicer shall forward to the related Custodian original documents
evidencing an assumption, modification, consolidation or extension of any
Mortgage Loan entered into in accordance with this Agreement within one week of
their execution, provided, however, that the Servicer shall provide the related
Custodian with a certified true copy of any such document submitted for
recordation within one week of its execution, and shall provide the original of
any document submitted for recordation or a copy of such document certified by
the appropriate public recording office to be a true and complete copy of the
original within sixty days of its submission for recordation. If such copy has
not been returned by the applicable recording office within sixty days of its
submission, the Servicer shall notify the Owner and the related Custodian of
such delinquency, demonstrating that the Servicer has used its Best Efforts to
obtain such copy (the "Delinquent Document"). Upon adequate demonstration of a
Best Efforts attempt by the Servicer to obtain the Delinquent Document, the
Owner shall, in its sole discretion, extend the time period for the receipt of
the Delinquent Document for a reasonable time period by which it is reasonably
expected that the Delinquent Document will be received.
<PAGE>
ARTICLE III
SERVICING OF THE MORTGAGE LOANS
Section 3.01. Servicer to Service.
The Servicer, as an independent contractor, shall service and
administer the Mortgage Loans from and after the related Transfer Date and shall
have full power and authority, acting alone, to do any and all things in
connection with such servicing and administration which the Servicer may deem
necessary or desirable, consistent with the terms of this Agreement and with
Accepted Servicing Practices, including taking all actions that a mortgagee is
permitted or required to take by the FHA or VA, with respect to FHA Loans and VA
Loans, as the case may be. Except as set forth in this Agreement, the Servicer
shall service the Mortgage Loans in strict compliance with the servicing
provisions related to the FNMA MBS Program (Special Servicing Option) of the
FNMA Guides, which include, but are not limited to, provisions regarding the
liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the
payment of taxes, insurance and other charges, the maintenance of hazard
insurance, the maintenance of mortgage impairment insurance, the maintenance of
a Fidelity Bond and Errors and Omissions Insurance, inspections, the restoration
of Mortgaged Property, the maintenance of PMI Policies, insurance claims, the
title, management and disposition of REO Property, permitted withdrawals with
respect to REO Property, REO reports, liquidation reports, and reports of
foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged
Property, the release of Mortgage Loan documents, annual statements, and
examination of records and facilities. In the event of any conflict,
inconsistency or discrepancy between any of the servicing provisions of this
Agreement and any of the servicing provisions of the FNMA Guides, the provisions
of this Agreement shall control and be binding upon the Owner and the Servicer.
It is understood and agreed that the Owner shall approve all
foreclosures for which approval would be necessary by the Applicable Agency
prior to the commencement of any foreclosure proceedings and that the Owner must
approve any and all advances with respect to foreclosures made by the Servicer
in excess of 20% of the outstanding principal balance of the applicable Mortgage
Loan. In the event that Owner does not disapprove of any such advance or
foreclosure within three (3) days of receipt of notice of such advance or
foreclosure, then the Owner is deemed to have approved such advance or
foreclosure.
Notwithstanding the foregoing paragraph, the Owner and the Servicer
hereby agree as follows:
(a) As per the terms of the applicable Acknowledgment Agreement,
either (i) the Owner or the Owner's designee or (ii) the Servicer, for an
Assignment Fee, shall (A) prepare or cause to be prepared all Assignments of
Mortgage, (B) record or cause to be recorded all Assignments of Mortgage, (C)
shall pay the recording costs associated with the Mortgage Loans associated with
this Acknowledgment Agreement and/or (D) shall track such Assignments of
Mortgage to ensure they have been recorded for the Assignment Fee set forth on
the applicable Acknowledgment Agreement.
(b) The Servicer shall, in accordance with the relevant provisions of
the Cranston-Gonzales National Affordable Housing Act of 1990, as the same may
be amended from time to time, and the regulations provided in accordance with
the Real Estate Settlement Procedures Act, provide notice to the Mortgagor of
each Mortgage of the transfer of the servicing thereto to the Servicer.
(c) The Servicer shall be responsible for the preparation and costs
associated with notifications to Mortgagors of the assumption of servicing by
the Servicer.
(d) The Owner shall retain all Ancillary Income.
Prior to a Mortgage Loan becoming subject to a Reconstitution
Agreement and consistent with the terms of this Agreement, the Servicer may (i)
waive, modify or vary any term of any Mortgage Loan or (ii) consent to the
postponement of strict compliance with any such term or (iii) in any manner
grant indulgence to any Mortgagor, if such modification would not require the
notification to and/or consent by the Applicable Agency, without the prior
consent of the Owner. Where such notification to and/or consent by the
Applicable Agency is required for any such modification, the Servicer must first
obtain the prior written consent of the Owner before making such modification.
In the event that the Owner does not disapprove of any such modification within
ten (10) days of receipt of a request for consent to such modification, then the
Owner is deemed to have consented to such modification. Notwithstanding the
foregoing, once a Mortgage Loan becomes subject to a Reconstitution Agreement,
the Servicer may not (i) waive, modify or vary any term of any Mortgage Loan or
(ii) consent to the postponement of strict compliance with any such term or
(iii) in any manner grant indulgence to any Mortgagor without first obtaining
the prior written consent of the applicable Persons required thereunder.
Without limiting the generality of the foregoing, the Servicer shall
continue, and is hereby authorized and empowered, to execute and deliver on
behalf of itself and the Owner, all instruments of satisfaction or cancellation,
or of partial or full release, discharge and all other comparable instruments,
with respect to the Mortgage Loans and with respect to the Mortgaged Properties.
If reasonably required by the Servicer, the Owner shall furnish the Servicer
with any powers of attorney and other documents necessary or appropriate to
enable the Servicer to carry out its servicing and administrative duties under
this Agreement.
In servicing and administering the FHA Loans and VA Loans, the
Servicer shall comply strictly with the National Housing Act and the FHA
Regulations, the Servicemen's Readjustment Act, the VA Regulations and
administrative guidelines issued thereunder or pursuant thereto, and, to the
extent permitted hereunder, promptly discharge all of the obligations of the
mortgagee thereunder and under each Mortgage including the payment of any fees,
premiums and charges and the timely giving of notices.
In servicing and administering the Mortgage Loans, the Servicer shall
employ procedures (including collection procedures) and exercise the same care
that it customarily employs and exercises in servicing and administering
mortgage loans for its own account, giving due consideration to Accepted
Servicing Practices where such practices do not conflict with the requirements
of this Agreement, the FNMA Guides, the FHA Regulations and the VA Regulations,
and the Owner's reliance on the Servicer.
Section 3.02. Collection of Mortgage Loan Payments.
Continuously from the related Transfer Date until the date each
Mortgage Loan ceases to be subject to this Agreement, the Servicer shall proceed
diligently to collect all payments due under each of the Mortgage Loans when the
same shall become due and payable and shall take special care in ascertaining
and estimating Escrow Payments and all other charges that will become due and
payable with respect to the Mortgage Loans and each related Mortgaged Property,
to the end that the installments payable by the Mortgagors will be sufficient to
pay such charges as and when they become due and payable.
Section 3.03. Establishment of and Deposits to Custodial Account.
The Servicer shall segregate and hold all funds collected and received
pursuant to the Mortgage Loans separate and apart from any of its own funds and
general assets and shall establish and maintain one or more Custodial Accounts,
in the form of time deposit or demand accounts, titled "Aurora Loan Services
Inc., in trust for Lehman Capital, A Division of Lehman Brothers Holdings Inc.,
owner of Residential Mortgage Loans, Group No. 1997-ALSI, and various
Mortgagors". The Custodial Account shall be established with a Qualified
Depository. Any funds deposited in the Custodial Account may be invested in
Eligible Investments subject to the provisions of Section 3.10 hereof. Funds
deposited in the Custodial Account may be drawn on by the Servicer in accordance
with Section 3.04. The creation of any Custodial Account shall be evidenced by a
letter agreement in the form of Exhibit C. A copy of such certification or
letter agreement shall be furnished to the Owner and, upon request, to any
subsequent owner of the Mortgage Loans.
The Servicer shall deposit in the Custodial Account on a daily basis,
and retain therein, the following collections received by the Servicer and
payments made by the Servicer after the related Transfer Date:
(i) all payments on account of principal on the Mortgage Loans,
including all Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans
adjusted to the Mortgage Loan Remittance Rate;
(iii) all Liquidation Proceeds;
(iv) all Insurance Proceeds;
(v) all Ancillary Income;
(vi) all Condemnation Proceeds that are not applied to the restoration
or repair of the Mortgaged Property or released to the Mortgagor;
(vii) any amount required to be deposited in the Custodial Account;
(viii) any amounts required to be deposited by the Servicer in
connection with the deductible clause in any blanket hazard insurance policy;
and
(ix) any amounts received with respect to or related to any REO
Property or REO Disposition Proceeds.
Any interest paid on funds deposited in the Custodial Account by the
depository institution shall accrue to the benefit of the Servicer and the
Servicer shall be entitled to retain and withdraw such interest from the
Custodial Account pursuant to Section 3.04. Additionally, any other benefit
derived from the Custodial Account associated with the receipt, disbursement and
accumulation of principal, interest, taxes, hazard insurance, mortgage
insurance, etc. shall accrue to the Servicer.
Section 3.04. Permitted Withdrawals From Custodial Account.
The Servicer shall, from time to time, withdraw funds from the
Custodial Account for the following purposes:
(i) to make payments to the Owner in the amounts and in the manner
provided for in Section 4.01;
(ii) in the event the Servicer has elected not to retain the Servicing
Fee out of any Mortgagor payments on account of interest or other recovery of
interest with respect to a particular Mortgage Loan (including late collections
of interest on such Mortgage Loan, or interest portions of Insurance Proceeds or
Liquidation Proceeds) prior to the deposit of such Mortgagor payment or recovery
in the Custodial Account, to pay to itself the related Servicing Fee from all
such Mortgagor payments on account of interest or other such recovery for
interest with respect to that Mortgage Loan;
(iii) to pay itself interest on funds deposited in the Custodial
Account;
(iv) to clear and terminate the Custodial Account upon the termination
of this Agreement;
(v) to transfer funds to another Qualified Depository in accordance
with Section 3.10 hereof; and
(vi) to invest funds in certain Eligible Investments in accordance
with Section 3.10 hereof.
Section 3.05. Establishment of and Deposits to Escrow Account.
The Servicer shall segregate and hold all funds collected and received
pursuant to a Mortgage Loan constituting Escrow Payments separate and apart from
any of its own funds and general assets and shall establish and maintain one or
more Escrow Accounts, in the form of time deposit or demand accounts, titled,
"Aurora Loan Services Inc., in trust for Lehman Capital, A Division of Lehman
Brothers Holdings Inc., owner of Residential Mortgage Loans, Group No.
1997-ALSI, and various Mortgagors". The Escrow Accounts shall be established
with a Qualified Depository in a manner that shall provide maximum available
insurance thereunder. Funds deposited in the Escrow Account may be drawn on by
the Servicer in accordance with Section 3.06. The creation of any Escrow Account
shall be evidenced by a letter agreement in the form of Exhibit D. A copy of
such certification or letter agreement shall be furnished to the Owner and, upon
request, to any subsequent owner of the Mortgage Loans.
The Servicer shall deposit in the Escrow Account or Accounts on a
daily basis, and retain therein:
(i) all Escrow Payments collected on account of the Mortgage Loans,
for the purpose of effecting timely payment of any such items as required under
the terms of this Agreement; and
(ii) all amounts representing Insurance Proceeds or Condemnation
Proceeds which are to be applied to the restoration or repair of any Mortgaged
Property.
The Servicer shall make withdrawals from the Escrow Account only to
effect such payments as are required under this Agreement, as set forth in
Section 3.06. The Servicer shall retain any interest paid on funds deposited in
the Escrow Account by the depository institution, other than interest on
escrowed funds required by law to be paid to the Mortgagor. Additionally, any
other benefit derived from the Escrow Account associated with the receipt,
disbursement and accumulation of principal, interest, taxes, hazard insurance,
mortgage insurance, etc. shall accrue to the Servicer. To the extent required by
law, the Servicer shall pay interest on escrowed funds to the Mortgagor
notwithstanding that the Escrow Account may be non-interest bearing or that
interest paid thereon is insufficient for such purposes.
Section 3.06. Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account or Accounts may be made by the
Servicer only:
(i) to effect timely payments of ground rents, taxes, assessments,
water rates, sewer rents, mortgage insurance premiums, condominium charges, fire
and hazard insurance premiums or other items constituting Escrow Payments for
the related Mortgage;
(ii) to refund to any Mortgagor any funds found to be in excess of the
amounts required under the terms of the related Mortgage Loan;
(iii) for transfer to the Custodial Account and application to reduce
the principal balance of the Mortgage Loan in accordance with the terms of the
related Mortgage and Mortgage Note;
(iv) for application to restoration or repair of the Mortgaged
Property in accordance with the FNMA Guides;
(v) for transfer to the Custodial Account of fire and hazard insurance
proceeds and Escrow Payments with respect to any FHA Loan or VA Loan, where the
FHA or the VA, respectively, has directed application of funds as a credit
against the proceeds of the FHA Insurance Contract or VA Loan Guaranty
Agreement;
(vi) to pay to the Servicer, or any Mortgagor to the extent required
by law, any interest paid on the funds deposited in the Escrow Account; and
(vii) to clear and terminate the Escrow Account on the termination of
this Agreement.
Section 3.07. Maintenance of FHA Mortgage Insurance and VA Guaranty.
With respect to FHA Loans and VA Loans, the Servicer shall maintain
and keep the FHA Mortgage Insurance and the VA Guaranty, respectively, in full
force and effect throughout the term of this Agreement and discharge its
obligations arising out of FHA Mortgage Insurance and the VA Guaranty
Certificate. The Servicer hereby agrees that it shall be liable to the Owner for
any loss, liability or expense incurred by the Owner by reason of any FHA
Mortgage Insurance or VA Guaranty being voided, reduced, released or adversely
affected by reason of the negligence or willful misconduct of the Servicer. The
Servicer will service and administer the Mortgage Loans in accordance with the
obligations of mortgagees under the Act and the applicable regulations
thereunder and under the Servicemen's Readjustment Act and VA Regulations and
will discharge all obligations of the mortgagee under each Mortgage Loan
including, with respect to FHA Loans and VA Loans, paying all FHA and VA
insurance premiums, fees or charges, as required, and, subject to the right to
assign the Mortgage Loan to the FHA or VA, as the case may be, will take all
action reasonably necessary to preserve the lien of such Mortgage, including,
the defense of actions to challenge or foreclose such lien.
Section 3.08. Notification of Adjustments.
With respect to each Adjustable Rate Mortgage Loan, the Servicer shall
adjust the Mortgage Interest Rate on the related interest rate adjustment date
and shall adjust the Monthly Payment on the related mortgage payment adjustment
date, if applicable, in compliance with the requirements of applicable law and
the related Mortgage and Mortgage Note. The Servicer shall execute and deliver
any and all necessary notices required under applicable law and the terms of the
related Mortgage Note and Mortgage regarding the Mortgage Interest Rate and
Monthly Payment adjustments. The Servicer shall promptly, upon written request
therefor, deliver to the Owner such notifications and any additional applicable
data regarding such adjustments and the methods used to calculate and implement
such adjustments. Upon the discovery by the Servicer or the receipt of notice
from the Owner that the Servicer has failed to adjust a Mortgage Interest Rate
or Monthly Payment in accordance with the terms of the related Mortgage Note,
the Servicer shall immediately deposit in the Custodial Account from its own
funds the amount of any interest loss or deferral caused the Owner thereby.
Section 3.09. Completion and Recordation of Assignments of Mortgage and FHA
and VA Change Notices.
To the extent permitted by applicable law, each of the Assignments of
Mortgage is subject to recordation in all appropriate public offices for real
property records in all the counties or other comparable jurisdictions in which
any or all of the Mortgaged Properties are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected (subject to Section 3.01(a)) at either the Servicer's, Owner's or its
designee's expense. At the Owner's direction, the Servicer shall cause the
endorsements on the Mortgage Note, the Assignments of Mortgage (subject to
Section 3.01(a)), the assignment of security agreement and the HUD form 92080
Mortgage Record Change with respect to all FHA Loans to be completed, and shall
give notice to the VA of a transfer of insurance credits, if applicable, with
respect to VA Loans on the form prescribed by the VA.
Section 3.10. Protection of Accounts.
The Servicer may transfer the Custodial Account or the Escrow Account
to a different Qualified Depository from time to time. Such transfer shall be
made only upon obtaining the consent of the Owner, which consent shall not be
withheld unreasonably.
The Servicer shall bear any expenses, losses or damages sustained by
the Owner if the Custodial Account and/or the Escrow Account are not demand
deposit accounts.
Amounts on deposit in the Custodial Account and the Escrow Account may
at the option of the Servicer be invested in Eligible Investments; provided that
in the event that amounts on deposit in the Custodial Account or the Escrow
Account exceed the amount fully insured by the FDIC (the "Insured Amount") the
Servicer shall be obligated to invest the excess amount over the Insured Amount
in Eligible Investments on the same Business Day as such excess amount becomes
present in the Custodial Account or the Escrow Account. Any such Eligible
Investment shall mature no later than the Determination Date next following the
date of such Eligible Investment, provided, however, that if such Eligible
Investment is an obligation of a Qualified Depository (other than the Servicer)
that maintains the Custodial Account or the Escrow Account, then such Eligible
Investment may mature on such Remittance Date. Any such Eligible Investment
shall be made in the name of the Servicer in trust for the benefit of the Owner.
All income on or gain realized from any such Eligible Investment shall be for
the benefit of the Servicer and may be withdrawn at any time by the Servicer.
Any losses incurred in respect of any such investment shall be deposited in the
Custodial Account or the Escrow Account, by the Servicer out of its own funds
immediately as realized.
Section 3.11. Title, Management and Disposition of REO Property.
In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be taken in the name of the Owner, or in the event the Owner is not
authorized or permitted to hold title to real property in the state where the
REO Property is located, or would be adversely affected under the "doing
business" or tax laws of such state by so holding title, the deed or certificate
of sale shall be taken in the name of such Person or Persons as shall be
consistent with an Opinion of Counsel obtained by the Servicer from any attorney
duly licensed to practice law in the state where the REO Property is located.
The Person or Persons holding such title other than the Owner shall acknowledge
in writing that such title is being held as nominee for the Owner.
The Servicer shall manage, conserve, protect and operate each REO
Property for the Owner solely for the purpose of its prompt disposition and
sale. The Servicer, either itself or through an agent selected by the Servicer,
shall manage, conserve, protect and operate the REO Property in the same manner
that it manages, conserves, protects and operates other foreclosed property for
its own account, and in the same manner that similar property in the same
locality as the REO Property is managed. The Servicer shall attempt to sell the
same (and may temporarily rent the same for a period not greater than one year,
except as otherwise provided below) on such terms and conditions as the Servicer
deems to be in the best interest of the Owner.
The Servicer shall use its best efforts to dispose of the REO Property
as soon as possible and shall sell such REO Property in any event within two
years after title has been taken to such REO Property, unless (a) a REMIC
election has not been made with respect to the arrangement under which the
Mortgage Loans and the REO Property are held, and (b) the Servicer determines,
and gives an appropriate notice to the Owner to such effect, that a longer
period is necessary for the orderly liquidation of such REO Property. If a
period longer than two years is permitted under the foregoing sentence and is
necessary to sell any REO Property, (i) the Servicer shall report monthly to the
Owner as to the progress being made in selling such REO Property and (ii) if,
with the written consent of the Owner, a purchase money mortgage is taken in
connection with such sale, such purchase money mortgage shall name the Servicer
as mortgagee, and such purchase money mortgage shall not be held pursuant to
this Agreement, but instead a separate participation agreement among the
Servicer and Owner shall be entered into with respect to such purchase money
mortgage. Notwithstanding anything herein to the contrary, the Servicer shall
not be required to provide financing for the sale of any REO Property.
The Servicer shall also maintain on each REO Property fire and hazard
insurance with extended coverage in amount which is at least equal to the
maximum insurable value of the improvements which are a part of such property,
liability insurance and, to the extent required and available under the Flood
Disaster Protection Act of 1973, as amended, flood insurance in the amount
required above.
Subject to the approval of the Owner as described in this paragraph,
the disposition of REO Property shall be carried out by the Servicer at such
price, and upon such terms and conditions, as the Servicer deems to be in the
best interests of the Owner. Prior to acceptance by the Servicer of an offer to
sell any REO Property, the Servicer shall notify the Owner of such offer in
writing which notification shall set forth all material terms of said offer
(each a "Notice of Sale"). The Owner shall be deemed to have approved the sale
of any REO Property unless the Owner notifies the Servicer in writing, within 1
Business Day after its receipt of the related Notice of Sale, that it
disapproves of the related sale. With respect to any REO Property, upon a REO
Disposition, the Servicer shall be entitled to retain from REO Disposition
Proceeds a disposition fee equal to the lesser of (A) 1.5% of the Net Sale
Proceeds or (B) $1,250; provided, however, that (1) in the event that the REO
Disposition Proceeds exceed $25,000, such disposition fee shall not be less than
$500 and (2) in the event that the REO Disposition Proceeds are $25,000 or less,
such disposition fee shall be equal to $250. The proceeds of sale of the REO
Property shall be promptly deposited in the Custodial Account. After the
expenses of such disposition shall have been paid, the Servicer shall submit a
reasonably detailed invoice for reimbursement of Servicing Advances it incurred
thereunder. Such invoice shall be submitted on a monthly basis according to
Section 5.02 hereof.
The Servicer shall withdraw the Custodial Account funds necessary for
the proper operation, management and maintenance of the REO Property, including
the cost of maintaining any hazard insurance pursuant to the FNMA Guides. The
Servicer shall make monthly distributions on each Remittance Date to the Owner
of the net cash flow from the REO Property (which shall equal the revenues from
such REO Property net of the expenses described in this Section 3.11 and of any
reserves reasonably required from time to time to be maintained to satisfy
anticipated liabilities for such expenses).
Section 3.12. Real Estate Owned Reports.
Together with the statement furnished pursuant to Section 4.02, the
Servicer shall furnish to the Owner on or before the Remittance Date each month
a statement with respect to any REO Property covering the operation of such REO
Property for the previous month and the Servicer's efforts in connection with
the sale of such REO Property and any rental of such REO Property incidental to
the sale thereof for the previous month. That statement shall be accompanied by
such other information as the Owner shall reasonably request.
<PAGE>
ARTICLE IV
PAYMENTS TO OWNER
Section 4.01. Remittances.
On each Remittance Date the Servicer shall remit by wire transfer of
immediately available funds to the Owner all amounts deposited in the Custodial
Account as of the close of business on the Determination Date (net of charges
against or withdrawals from the Custodial Account pursuant to Section 3.04).
With respect to any remittance received by the Owner after the
Business Day on which such payment was due, the Servicer shall pay to the Owner
interest on any such late payment at an annual rate equal to the Prime Rate,
adjusted as of the date of each change, plus two percentage points, but in no
event greater than the maximum amount permitted by applicable law. Such interest
shall be deposited in the Custodial Account by the Servicer on the date such
late payment is made and shall cover the period commencing with the day
following such Business Day and ending with the Business Day on which such
payment is made, both inclusive. Such interest shall be remitted along with the
distribution payable on the next succeeding Remittance Date. The payment by the
Servicer of any such interest shall not be deemed an extension of time for
payment or a waiver of any Event of Default by the Servicer.
Section 4.02. Statements to Owner.
Not later than the Remittance Date, the Servicer shall furnish to the
Owner (a) a monthly remittance advice containing such information in the form of
FNMA form 2010 or such other form as shall be required by the FNMA Guides or by
the Owner as to the accompanying remittance and the period ending on the
preceding Determination Date and (b) all such information required pursuant to
clause (a) above on a magnetic tape or other similar media reasonably acceptable
to Owner.
In addition, not more than 60 days after the end of each calendar
year, commencing December 31, 1997, the Servicer shall furnish to each Person
who was an Owner of the Mortgage Loans at any time during such calendar year as
required by applicable law or if not required by applicable law, at the request
of the Owner as to the aggregate of remittances for the applicable portion of
such year.
Such obligation of the Servicer shall be deemed to have been satisfied
to the extent that substantially comparable information shall be provided by the
Servicer pursuant to any requirements of the Internal Revenue Code as from time
to time are in force.
Beginning with calendar year 1998, the Servicer shall prepare and file
any and all tax returns, information statements or other filings for the portion
of the tax year 1997 and the portion of subsequent tax years for which the
Servicer has serviced some or all of the Mortgage Loans hereunder as such
returns, information statements or other filings are required to be delivered to
any governmental taxing authority or to the Owner pursuant to any applicable law
with respect to the Mortgage Loans and the transactions contemplated hereby. In
addition, the Servicer shall provide the Owner with such information concerning
the Mortgage Loans as is necessary for the Owner to prepare its federal income
tax return as the Owner may reasonably request from time to time.
Section 4.03. Monthly Advances by Servicer.
Subject to Section 7.03, the Servicer shall have no obligation to
advance any amounts constituting delinquent principal and interest payments with
respect to the Mortgage Loans.
<PAGE>
ARTICLE V
GENERAL SERVICING PROCEDURES
Section 5.01. Servicing Compensation.
As consideration for servicing the Mortgage Loans subject to this
Agreement, the Servicer shall retain the relevant Servicing Fee for each
Mortgage Loan remaining subject to this Agreement during any month. Such
Servicing Fee shall be payable monthly.
The Servicer shall be required to pay all expenses incurred by it in
connection with its servicing activities hereunder and shall not be entitled to
reimbursement thereof except as specifically provided for herein.
In addition to the servicing compensation that the Servicer shall
receive pursuant to this Section 5.01, the Owner reserves the right, but not the
obligation, to pay to the Servicer, in the Owner's sole discretion, an incentive
fee based upon the quality level at which the Servicer performs its obligations
pursuant to this Agreement. Such incentive fee shall be payable, if any, in an
amount and at a time specified by the Owner in its sole discretion.
Section 5.02. Reimbursement of Servicing Advances.
The Owner shall reimburse the Servicer for Servicing Advances on a
monthly basis within 10 Business Days following the receipt from the Servicer of
reasonably detailed written invoices for any Servicing Advances along with
reasonably detailed supporting documentation in connection therewith. The
Servicer shall deliver such invoices and documentation, upon the request of the
Owner, at the time it delivers statements to the Owner in accordance with
Section 4.02 hereof.
<PAGE>
ARTICLE VI
REPRESENTATIONS, WARRANTIES
AND AGREEMENTS
Section 6.01. Representations, Warranties and Agreements of the Servicer.
The Servicer, as a condition to the consummation of the transactions
contemplated hereby, hereby makes the following representations and warranties
to the Owner as of each Transfer Date:
Due Organization and Authority. The Servicer is a corporation duly
organized, validly existing and in good standing under the laws of the state of
Delaware and has all licenses, or is in the process of obtaining all licenses
(which in any event will be received by December 31, 1997), necessary to carry
on its business as now being conducted and is licensed, qualified and in good
standing in each state where a Mortgaged Property is located if the laws of such
state require licensing or qualification in order to conduct business of the
type conducted by the Servicer, and in any event the Servicer is in compliance
with the laws of any such state to the extent necessary to ensure the
enforceability of the terms of this Agreement; the Servicer has the full power
and authority to execute and deliver this Agreement and to perform in accordance
herewith; the execution, delivery and performance of this Agreement (including
all instruments of transfer to be delivered pursuant to this Agreement) by the
Servicer and the consummation of the transactions contemplated hereby have been
duly and validly authorized; this Agreement evidences the valid, binding and
enforceable obligation of the Servicer and all requisite action has been taken
by the Servicer to make this Agreement valid and binding upon the Servicer in
accordance with its terms;
Ordinary Course of Business. The consummation of the transactions
contemplated by this Agreement are in the ordinary course of business of the
Servicer;
No Conflicts. Neither the execution and delivery of this Agreement,
the acquisition of the servicing responsibilities by the Servicer or the
transactions contemplated hereby, nor the fulfillment of or compliance with the
terms and conditions of this Agreement, will conflict with or result in a breach
of any of the terms, conditions or provisions of the Servicer's organizational
documents or any legal restriction or any agreement or instrument to which the
Servicer is now a party or by which it is bound, or constitute a default or
result in an acceleration under any of the foregoing, or result in the violation
of any law, rule, regulation, order, judgment or decree to which the Servicer or
its property is subject, or impair the ability of the Servicer to service the
Mortgage Loans, or impair the value of the Mortgage Loans;
Ability to Perform. The Servicer does not believe, nor does it have
any reason or cause to believe, that it cannot perform each and every covenant
contained in this Agreement;
No Litigation Pending. There is no action, suit, proceeding or
investigation pending or threatened against the Servicer which, either in any
one instance or in the aggregate, may result in any material adverse change in
the business, operations, financial condition, properties or assets of the
Servicer, or in any material impairment of the right or ability of the Servicer
to carry on its business substantially as now conducted, or in any material
liability on the part of the Servicer, or which would draw into question the
validity of this Agreement or of any action taken or to be taken in connection
with the obligations of the Servicer contemplated herein, or which would be
likely to impair materially the ability of the Servicer to perform under the
terms of this Agreement;
No Consent Required. No consent, approval, authorization or order of
any court or governmental agency or body is required for the execution, delivery
and performance by the Servicer of or compliance by the Servicer with this
Agreement, or if required, such consent, approval, authorization or order will
be obtained prior to December 31, 1997;
Ability to Service. The Servicer is or will be prior to December 31,
1997 an FHA Approved Mortgagee, a VA Approved Lender and an approved
seller/servicer of conventional residential mortgage loans for FNMA, FHLMC or
GNMA, with the facilities, procedures, and experienced personnel necessary for
the sound servicing of mortgage loans of the same type as the Mortgage Loans.
The Servicer is or will be prior to December 31, 1997 in good standing to
service mortgage loans for the FHA and the VA and either FNMA, FHLMC or GNMA;
No Untrue Information. Neither this Agreement nor any statement,
report or other document furnished or to be furnished pursuant to this Agreement
or in connection with the transactions contemplated hereby contains any untrue
statement of fact or omits to state a fact necessary to make the statements
contained therein not misleading; and
No Commissions to Third Parties. The Servicer has not dealt with any
broker or agent or anyone else who might be entitled to a fee or commission in
connection with this transaction other than the Owner.
Section 6.02. Remedies for Breach of Representations and Warranties of the
Servicer.
It is understood and agreed that the representations and warranties
set forth in Section 6.01 shall survive the engagement of the Servicer to
perform the servicing responsibilities as of each Transfer Date hereunder and
the delivery of the Servicing Files to the Servicer and shall inure to the
benefit of the Owner. Upon discovery by either the Servicer or the Owner of a
breach of any of the foregoing representations and warranties which materially
and adversely affects the ability of the Servicer to perform its duties and
obligations under this Agreement or otherwise materially and adversely affects
the value of the Mortgage Loans, the Mortgaged Property or the priority of the
security interest on such Mortgaged Property or the interest of the Owner, the
party discovering such breach shall give prompt written notice to the other.
Within 60 days of the earlier of either discovery by or notice to the
Servicer of any breach of a representation or warranty set forth in Section 6.01
which materially and adversely affects the ability of the Servicer to perform
its duties and obligations under this Agreement or otherwise materially and
adversely affects the value of the Mortgage Loans, the Mortgaged Property or the
priority of the security interest on such Mortgaged Property, the Servicer shall
use its Best Efforts promptly to cure such breach in all material respects and,
if such breach cannot be cured, the Servicer shall, at the Owner's option,
assign the Servicer's rights and obligations under this Agreement (or respecting
the affected Mortgage Loans) to a successor servicer, subject to the approval of
the Owner, which approval shall be in the Owner's sole discretion. Such
assignment shall be made in accordance with Sections 10.01 and 10.02.
In addition, the Servicer shall indemnify the Owner and hold it
harmless against any Costs resulting from any claim, demand, defense or
assertion based on or grounded upon, or resulting from, a breach of the Servicer
representations and warranties contained in this Agreement. It is understood and
agreed that the remedies set forth in this Section 6.02 constitute the sole
remedies of the Owner respecting a breach of the foregoing representations and
warranties.
Any cause of action against the Servicer relating to or arising out of
the breach of any representations and warranties made in Section 6.01 shall
accrue upon (i) discovery of such breach by the Servicer or notice thereof by
the Owner to the Servicer, (ii) failure by the Servicer to cure such breach
within the applicable cure period, and (iii) demand upon the Servicer by the
Owner for compliance with this Agreement.
Section 6.03. Representations and Warranties of the Owner.
The Owner, as a condition to the consummation of the transactions
contemplated hereby, makes the following representations and warranties to the
Servicer as of each Transfer Date:
(a) Due Organization and Authority. The Owner is a Delaware
corporation duly organized, validly existing and in good standing under the laws
of the state of its incorporation and has all licenses necessary to carry on its
business as now being conducted; the Owner has the full corporate power and
authority to execute and deliver this Agreement and to perform in accordance
herewith; the execution, delivery and performance of this Agreement by the Owner
and the consummation of the transactions contemplated hereby have been duly and
validly authorized; this Agreement evidences the valid, binding and enforceable
obligation of the Owner; and all requisite corporate action has been taken by
the Owner to make this Agreement valid and binding upon the Owner in accordance
with its terms;
(b) Ordinary Course of Business. The consummation of the transactions
contemplated by this Agreement are in the ordinary course of business of the
Owner;
(c) No Conflicts. Neither the execution and delivery of this
Agreement, the conveyance of the servicing responsibilities to the Servicer or
the transactions contemplated hereby, nor the fulfillment of or compliance with
the terms and conditions of this Agreement, will conflict with or result in a
breach of any of the terms, conditions or provisions of the Owner's charter or
by-laws or any legal restriction or any agreement or instrument to which the
Owner is now a party or by which it is bound, or constitute a default or result
in an acceleration under any of the foregoing, or result in the violation of any
law, rule, regulation, order, judgment or decree to which the Owner or its
property is subject, or impair the value of the servicing contract consummated
hereby;
(d) Ability to Perform. The Owner does not believe, nor does it have
any reason or cause to believe, that it cannot perform each and every covenant
contained in this Agreement;
(e) No Litigation Pending. There is no action, suit, proceeding or
investigation pending or threatened against the Owner which, either in any one
instance or in the aggregate, may result in any material adverse change in the
business, operations, financial condition, properties or assets of the Owner, or
in any material impairment of the right or ability of the Owner to carry on its
business substantially as now conducted, or in any material liability on the
part of the Owner, or which would draw into question the validity of this
Agreement or of any action taken or to be taken in connection with the
obligations of the Owner contemplated herein, or which would be likely to impair
materially the ability of the Owner to perform under the terms of this
Agreement;
(f) No Consent Required. No consent, approval, authorization or order
of any court or governmental agency or body is required for the execution,
delivery and performance by the Owner of or compliance by the Owner with this
Agreement, or if required, such approval has been obtained prior to each
Transfer Date;
(g) Ownership. The Owner is the sole owner and holder of the Mortgage
Loans. With respect to each Mortgage Loan which becomes subject to this
Agreement on a Transfer Date, the servicing responsibilities contracted for as
of the relevant Transfer Date have not been assigned or pledged, and, the Owner
has good and marketable interest therein, and has full right to transfer the
servicing responsibilities to the Servicer free and clear of any encumbrance,
equity, interest, lien, pledge, charge, claim or security interest, and has full
right and authority subject to no interest, or agreement with, any other party,
(other than any notice required by law, regulation or otherwise, to be delivered
to the Mortgagors) to assign the servicing responsibilities pursuant to this
Agreement; and
(h) No Commissions to Third Parties. The Owner has not dealt with any
broker or agent or anyone else who might be entitled to a fee or commission in
connection with this transaction other than the Servicer. Section 1Remedies for
Breach of Representations and Warranties of the Owner.
It is understood and agreed that the representations and warranties
set forth in Section 6.03 shall survive the engagement of the Servicer to
perform the servicing responsibilities as of each Transfer Date and the delivery
of the Servicing Files to the Servicer and shall inure to the benefit of the
Servicer. Upon discovery by either the Servicer or the Owner of a breach of any
of the foregoing representations and warranties which materially and adversely
affects the value of the servicing contract established herein or the interest
of the Servicer, the party discovering such breach shall give prompt written
notice to the other.
Within 60 days of the earlier of either discovery by or notice to the
Owner of any breach of a representation or warranty set forth in Section 6.03
which materially and adversely affects the value of the servicing contract, the
Owner shall use its Best Efforts promptly to cure such breach in all material
respects.
The Owner shall indemnify the Servicer and hold it harmless against
any Costs resulting from any claim, demand, defense or assertion based on or
grounded upon, or resulting from, (i) a breach of the Owner representations and
warranties contained in this Agreement; (ii) actions or omissions of a Prior
Servicer; and (iii) the failure of the Owner to cause any event to occur which
requires its "Best Efforts" under this Agreement. It is understood and agreed
that the obligation of the Owner to indemnify the Servicer pursuant to this
Section 6.04 constitutes the sole remedy of the Servicer respecting a breach of
the foregoing representation and warranties.
Any cause of action against the Owner relating to or arising out of
the breach of any representations and warranties made in Section 6.03 shall
accrue upon (i) discovery of such breach by the Owner or notice thereof by the
Servicer to the Owner, (ii) failure by the Owner to cure such breach within the
applicable cure period, and (iii) demand upon the Owner by the Servicer for
compliance with this Agreement.
<PAGE>
ARTICLE VII
AGENCY TRANSFER; WHOLE LOAN TRANSFER; PASS-THROUGH TRANSFER
Section 7.01. Removal of Mortgage Loans from Inclusion Under this
Agreement Upon an Agency Transfer, a Pass-Through Transfer or a Whole Loan
Transfer on One or More Reconstitution Dates.
The Owner and the Servicer agree that with respect to some or all of
the Mortgage Loans, from time to time the Owner may, in its sole discretion
choose to reconstitute a portion or all of the Mortgage Loans effecting any of
the following:
(1) An Agency Transfer, and/or
(2) A Whole Loan Transfer, and/or
(3) A Pass-Through Transfer.
In connection with the foregoing, the Owner shall offer to sell the
Servicing Rights to the Servicer at a price specified by the Owner with respect
to the affected Mortgage Loans (each offer a "Purchase Offer"). The Servicer
shall, upon receipt of a Purchase Offer, have three (3) Business Days to accept
the terms of such Purchase Offer (the "Acceptance Period"). If the Servicer
fails to accept the Purchase Offer by the expiration of the Acceptance Period,
the Purchase Offer shall be deemed rejected by the Servicer and the Owner shall
have the right to offer the Servicing Rights to any third party upon comparable
terms. Subject to Section 10.01, on the related Reconstitution Date, the
Mortgage Loans transferred shall cease to be covered by this Agreement, except
with respect to the obligation to remit the Additional Remittance in accordance
with the provisions set forth herein and the right of the Owner to cause a
transfer of the servicing responsibilities with respect to the Mortgage Loans
and/or REO Properties in accordance with Sections 7.07 and 7.08, respectively.
The Servicer shall cooperate with the Owner in connection with any
Agency Transfer, Pass-Through Transfer or Whole Loan Transfer contemplated by
the Owner pursuant to this Section 7.01. In that connection, the Servicer shall
(a) execute any Reconstitution Agreement within a reasonable period of time
after receipt thereof which time shall be sufficient for the Servicer and
Servicer's counsel to review such Reconstitution Agreement, but such time shall
not exceed ten (10) Business Days after such receipt, and (b) provide to FNMA,
FHLMC, GNMA, the trustee or a third party purchaser, as the case may be, subject
to any Reconstitution Agreement and/or the Owner: (i) any and all information
and appropriate verification of information which may be reasonably available to
the Servicer, whether through letters of its auditors and counsel or otherwise,
as the Owner shall reasonably request; and (ii) such additional representations,
warranties, covenants, opinions of counsel, letters from auditors, and
certificates of public officials or officers of the Servicer as are reasonably
believed necessary by FNMA, FHLMC, GNMA, the trustee, such third party
purchaser, any master servicer, any rating agency or the Owner, as the case may
be, in connection with such transactions. Prior to incurring any out-of-pocket
expenses pursuant to this paragraph, the Servicer shall notify the Owner in
writing of the estimated amount of such expense. The Owner shall reimburse the
Servicer for any such expense following its receipt of appropriate details
thereof.
In accordance with Section 3.01(a) hereof, as per the terms of the
applicable Acknowledgment Agreement, either (i) the Owner or the Owner's
designee or (ii) the Servicer, for an Assignment Fee, shall (A) prepare or cause
to be prepared and record or cause to be recorded all Assignments of Mortgage in
blank from the then mortgagee of record, acceptable to FNMA, FHLMC, GNMA, the
trustee or such third party, as the case may be, for each Mortgage Loan that is
part of an Agency Transfer, Whole Loan Transfer or Pass-Through Transfer and
shall pay the recording costs associated therewith and/or (B) shall track such
Assignments of Mortgage to ensure they have been recorded and deliver them as
required by FNMA, FHLMC, GNMA, the trustee or such third party, as the case may
be, upon the Servicer's receipt thereof. Additionally, the Servicer shall
prepare and execute, at the direction of the Owner, any note endorsements in
connection with any and all Reconstitution Agreements.
With respect to FHA Loans, prior to the related Reconstitution Date,
the Servicer shall prepare a HUD form 92080 Mortgage Record Change for each FHA
Loan. With respect to each VA Loan, prior to the related Reconstitution Date, if
applicable, the Servicer shall give notice to the VA of a transfer of insurance
credits with respect thereto.
All Mortgage Loans not sold or transferred pursuant to an Agency
Transfer, Pass-Through Transfer or Whole Loan Transfer shall be subject to this
Agreement and shall continue to be serviced in accordance with the terms of this
Agreement and with respect thereto this Agreement shall remain in full force and
effect.
Section 7.02. Additional Indemnification by the Servicer; Third Party
Claims.
The Servicer shall indemnify the Owner and hold it harmless against
any and all Costs that the Owner may sustain in any way related to (i) the
failure of the Servicer to perform its duties and service the Mortgage Loans in
material compliance with the terms of this Agreement or any Reconstitution
Agreement entered into pursuant to Section 7.01 or (ii) the failure of the
Servicer to cause any event to occur which requires its "Best Efforts" under
this Agreement. The Servicer shall immediately notify the Owner if a claim is
made by a third party with respect to this Agreement or any Reconstitution
Agreement or the Mortgage Loans, shall promptly notify FNMA, FHLMC, GNMA, the
trustee or other relevant third party with respect to any claim made by a third
party with respect to any Reconstitution Agreement, assume (with the prior
written consent of the Owner) the defense of any such claim and pay all expenses
in connection therewith, including counsel fees, promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or the Owner in
respect of such claim and follow any written instructions received from the
Owner in connection with such claim. The Owner promptly shall reimburse the
Servicer for all amounts advanced by it pursuant to the preceding sentence
except when the claim is in any way related to the Servicer's indemnification
pursuant to Section 6.02, or the failure of the Servicer to service and
administer the Mortgage Loans in material compliance with the terms of this
Agreement or any Reconstitution Agreement. In the event a dispute arises between
the Servicer and the Owner with respect to any of the rights and obligations of
the parties pursuant to this Agreement, and such dispute is adjudicated in a
court of law, by an arbitration panel or any other judicial process, then the
losing party shall indemnify and reimburse the winning party for all attorney's
fees and other costs and expenses related to the adjudication of said dispute.
Section 7.03. Monthly Advances, Compensating Interest and Servicing Fees
after Reconstitution.
Notwithstanding anything contained herein to the contrary, in
connection with (a) a Pass-Through Transfer, the Servicer shall make Monthly
Advances through the Remittance Date immediately preceding the distribution of
all Liquidation Proceeds and other payments or recoveries (including Insurance
Proceeds and Condemnation Proceeds) with respect to the related Mortgage Loans
or such earlier time period as set forth in the related Reconstitution
Agreement, (b) an Agency Transfer, the Servicer shall make Monthly Advances as
required by FNMA, FHLMC or GNMA, as applicable, and (c) a Whole Loan Transfer,
the Servicer shall make Monthly Advances through the Remittance Date immediately
preceding the date that such Mortgage Loan becomes REO Property.
Notwithstanding anything contained herein to the contrary, in
connection with a Reconstitution Agreement, the Servicing Fee as set forth on
the applicable Acknowledgment Agreement and/or Confirmation Agreement of each
reconstituted Mortgage Loan shall be changed upon reconstitution to the
Reconstituted Servicing Fee.
Notwithstanding anything contained herein to the contrary, following a
Reconstitution Agreement, with respect to each Principal Prepayment of
reconstituted Mortgage Loans, the Servicer shall deposit in the Custodial
Account on a daily basis, and retain therein the Prepayment Interest Shortfall
Amount, if any, for the month of distribution. Such deposit shall be made from
the Servicer's own funds, without reimbursement therefor;
Section 7.04. Maintenance of Custodial and Escrow Accounts after
Reconstitution.
Notwithstanding anything herein to the contrary, in connection with
(a) a Pass-Through Transfer, the Servicer shall maintain Custodial Accounts and
Escrow Accounts in accordance with the related master servicer's requirements,
and pursuant to the related Reconstitution Agreement, (b) an Agency Transfer,
the Servicer shall maintain Custodial Accounts and Escrow Accounts in accordance
with the requirements of FNMA, FHLMC or GNMA, as applicable, and (c) a Whole
Loan Transfer, the Servicer shall maintain Custodial Accounts and Escrow
Accounts in accordance with terms that are substantially similar to the terms of
this Agreement. For purposes of this paragraph, the obligation to maintain
Custodial Accounts and Escrow Accounts includes the obligation of the Servicer
to remove amounts from such accounts that exceed the amount fully insured by the
FDIC, if required by the applicable investor. In connection with any
Pass-Through Transfer, Agency Transfer, or Whole Loan Transfer the Servicer
shall be obligated to maintain the related Custodial Accounts and Escrow
Accounts with such institutions required by the applicable investor, which
institutions might not include the Servicer.
Section 7.05. Owner's Repurchase and Indemnification Obligations.
Upon receipt by the Servicer of notice from FNMA, FHLMC, GNMA or other
such third party purchaser of a breach of any Owner representation or warranty
contained in any Reconstitution Agreement or a request by FNMA, FHLMC, GNMA, the
trustee or such third party purchaser, as the case may be, for the repurchase of
any Mortgage Loan transferred to FNMA, FHLMC or GNMA pursuant to an Agency
Transfer or to a trustee pursuant to a Pass-Through Transfer or to a third party
purchaser pursuant to a Whole Loan Transfer, the Servicer shall promptly notify
the Owner of same and shall, at the direction of the Owner, use its Best Efforts
to cure and correct any such breach and to satisfy the requests or concerns of
FNMA, FHLMC, GNMA, the trustee or the third party purchaser related to such
deficiencies of the related Mortgage Loans transferred to FNMA, FHLMC, GNMA, the
trustee or other such third party purchaser.
The Owner shall repurchase from the Servicer any Mortgage Loan
transferred to FNMA, FHLMC or GNMA pursuant to an Agency Transfer or to a
trustee pursuant to a Pass-Through Transfer or to a third party purchaser
pursuant to a Whole Loan Transfer with respect to which the Servicer has been
required by FNMA, FHLMC, GNMA, the trustee or such third party purchaser to
repurchase due to a breach of a representation or warranty made by the Owner
with respect to the Mortgage Loans, or the servicing thereof prior to the
related Transfer Date to FNMA, FHLMC, GNMA, the trustee or any third party
purchaser in any Reconstitution Agreement and not due to a breach of the
Servicer's obligations thereunder or pursuant to this Agreement. The repurchase
price to be paid by the Owner to the Servicer shall equal that repurchase price
paid by the Servicer to FNMA, FHLMC, GNMA, the trustee or the third party
purchaser plus all reasonable costs and expenses borne by the Servicer in
connection with the cure of said breach of a representation or warranty made by
the Owner and in connection with the repurchase of such Mortgage Loan from FNMA,
FHLMC, GNMA, the trustee or the third party purchaser, including, but not
limited to, reasonable and necessary attorneys' fees.
At the time of repurchase, the Custodian and the Servicer shall
arrange for the reassignment of the repurchased Mortgage Loan to the Owner
according to the Owner's instructions and the delivery to the Custodian of any
documents held by FNMA, FHLMC, GNMA, the trustee or other relevant third party
purchaser with respect to the repurchased Mortgage Loan pursuant to the related
Reconstitution Agreement. In the event of a repurchase, the Servicer shall,
simultaneously with such reassignment, give written notice to the Owner that
such repurchase has taken place, and amend the Mortgage Loan Schedule to reflect
the addition of the repurchased Mortgage Loan to this Agreement. In connection
with any such addition, the Servicer and the Owner shall be deemed to have made
as to such repurchased Mortgage Loan the representations and warranties set
forth in this Agreement except that all such representations and warranties set
forth in this Agreement shall be deemed made as of the date of such repurchase.
Section 7.06. Termination Fees after Reconstitution.
In the event that the Servicer acquires the Servicing Rights pursuant
to Section 7.01 hereof, the Servicer shall be entitled to the Reconstituted
Termination Fee (as defined below) set forth in the applicable Reconstitution
Agreement. In all other cases, the Servicer and the Owner hereby agree and
acknowledge that the Owner is the sole owner of the Servicing Rights. In the
event that any Reconstitution Agreement provides for a payment of a termination
fee (a "Reconstituted Termination Fee") to the Servicer upon the termination of
the Servicer as the servicer or as the applicable "seller/servicer" thereunder,
the Servicer shall (a) notify the Owner, in writing, upon receipt of notice that
the Servicer will be terminated as servicer or "seller/servicer" under such
Reconstitution Agreement, and (b) promptly remit to the Owner by wire transfer
of immediately available funds the amount of the related Reconstituted
Termination Fee if it is received by the Servicer. Upon receipt by the Owner of
the Reconstituted Termination Fee, the Owner shall remit to the Servicer, within
10 Business Days, the applicable Termination Fee due to the Servicer, if any,
pursuant to Section 9.02 hereof. In addition, the Servicer shall not modify,
amend or waive the right to receive a Reconstituted Termination Fee under any
Reconstitution Agreement without first obtaining the written consent of the
Owner which consent may be withheld by the Owner in its sole discretion. The
provisions of this Section 7.06 shall survive the termination of this Agreement.
Section 7.07. Additional Remittance.
From the applicable Reconstituted Servicing Fee, the Servicer shall
retain an amount equal to the Servicing Fee and shall remit the Additional
Remittance to the Owner on the Additional Remittance Date. In connection
therewith, the Owner and the Servicer shall agree upon a mutually acceptable
monthly report to be sent to the Owner or its assigns thereof on or prior to the
related Additional Remittance Date. The right to receive the Additional
Remittance shall be freely transferable by the Owner and shall be secured by a
collateral pledge of the servicing rights associated with the Mortgage Loans
being reconstituted.
On each Reconstitution Date, the Owner and the Servicer hereby agree
to execute a Collateral Pledge and Security Agreement in form and substance
reasonably acceptable to both the Owner and the Servicer and such other
agreements and UCC-1's as shall reasonably be required to perfect the Owner's
security interest with respect to the servicing rights related to the Mortgage
Loans being reconstituted.
With respect to the Mortgage Loans subject to one or more Agency
Transfers, Whole Loan Transfers or Pass-Through Transfers, in the event that any
party to the Reconstitution Agreement other than the Owner disapproves or
terminates the Servicer and selects another servicer to replace the Servicer,
then from and after the date of substitution, neither the Servicer nor any
successor servicer hereunder shall be under any obligation to remit to the Owner
or its assigns any Additional Remittance accruing after the date of
substitution. Notwithstanding the foregoing, in the event that the Servicer is
terminated without cause under any Reconstitution Agreement, the Owner shall be
entitled to receive the sum of all fees, amounts or compensation received by the
Servicer under the applicable Reconstitution Agreement in connection with a
termination without cause. Additionally, in the event that the Servicer is
terminated as a consequence of a breach under any applicable Reconstitution
Agreement, the Servicer shall be liable to the Owner for any actual and
consequential damages which the Owner may sustain as a consequence of any such
termination; provided, however, that the Servicer shall not be obligated to pay
such damages to the Owner if the Servicer's termination is directly related to
the quality or suitability of the Mortgage Loans subject to any Reconstitution
Agreement. In the event that the Servicer judicially contests any termination
under a Reconstitution Agreement as a wrongful termination thereunder, the
Servicer shall not be obligated to pay damages to the Owner until such time as a
judicial determination on such claim is made, provided that the Servicer shall
diligently pursue such claim. In the event that the Servicer continues to
receive its Servicing Fee under a Reconstitution Agreement during the time in
which it is contesting a termination as wrongful, the Servicer shall continue to
be obligated to pay the Additional Remittance to the Owner. Notwithstanding the
fact that the Servicer's obligation to pay damages if it contests a termination
under a Reconstitution Agreement as wrongful shall be delayed until a judicial
determination is made, such damages will nevertheless accrue as of the date of
termination.
Section 7.08. Transfer of Servicing Following Reconstitution.
Following a reconstitution of Mortgage Loans or REO Properties, the
Owner shall have the right, in its sole discretion, to cause the Servicer at any
time under any Reconstitution Agreement to transfer the servicing
responsibilities and duties associated therewith to the Owner or any designee of
the Owner; provided, however, that (i) the Owner shall provide the Servicer with
30 days prior written notice, (ii) such transfer shall be subject to the
approval of the Applicable Agency, trustee, master servicer or rating agency
with respect to Agency Transfers, Pass-Through Transfers or any relevant third
party purchaser with respect to Whole Loan Transfers, (iii) the costs associated
with the transfer of servicing pursuant to this Section 7.08 shall not be borne
by the Servicer and (iv) the Servicer shall be entitled to the Termination Fee
as set forth in Section 9.02. The Servicer agrees to cooperate with the Owner in
such transfer of servicing responsibilities and shall comply with the
termination procedures set forth in Sections 9.01 and 10.01 hereof.
<PAGE>
ARTICLE VIII
THE SERVICER
Section 8.01. Merger or Consolidation of the Servicer.
The Servicer shall keep in full effect its existence, rights and
franchises as a corporation, and shall obtain and preserve its qualification to
do business as a foreign entity in each jurisdiction in which such qualification
is or shall be necessary to protect the validity and enforceability of this
Agreement or any of the Mortgage Loans and to perform its duties under this
Agreement.
Any Person into which the Servicer may be merged or consolidated, or
any corporation resulting from any merger, conversion or consolidation to which
the Servicer shall be a party, or any Person succeeding to the business of the
Servicer, shall be the successor of the Servicer hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding, provided,
however, that the successor or surviving Person shall be an institution (i)
having a net worth of not less than $25,000,000, and (ii) which is a FNMA-,
FHLMC-, and GNMA-approved servicer in good standing and an FHA approved
Mortgagee and a VA Approved Lender.
Section 8.02. Limitation on Liability of the Servicer and Others.
Neither the Servicer nor any of the directors, officers, employees or
agents of the Servicer shall be under any liability to the Owner for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment, provided, however, that this
provision shall not protect the Servicer or any such person against any breach
of warranties or representations made herein, or failure to perform its
obligations in strict compliance with any standard of care set forth in this
Agreement, or any liability which would otherwise be imposed by reason of any
breach of the terms and conditions of this Agreement. The Servicer and any
director, officer, employee or agent of the Servicer may rely in good faith on
any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder. The Servicer shall not be under
any obligation to appear in, prosecute or defend any legal action which is not
incidental to its duties to service the Mortgage Loans in accordance with this
Agreement and which in its opinion may involve it in any expense or liability,
provided, however, that the Servicer may, with the consent of the Owner,
undertake any such action which it may deem necessary or desirable in respect of
this Agreement and the rights and duties of the parties hereto. In such event,
the Servicer shall be entitled to reimbursement from the Owner for the
reasonable legal expenses and costs of such action.
Section 8.03. Limitation on Resignation and Assignment by the Servicer.
The Owner has entered into this Agreement with the Servicer and
subsequent transferees of the Owner will purchase the Mortgage Loans in reliance
upon the independent status of the Servicer, and the representations as to the
adequacy of its servicing facilities, plant, personnel, records and procedures,
its integrity, reputation and financial standing, and the continuance thereof.
Therefore, the Servicer shall not assign this Agreement or the servicing
responsibilities hereunder or delegate its rights or duties hereunder or any
portion hereof or sell or otherwise dispose of all or substantially all of its
property or assets without the prior written consent of the Owner, which consent
shall be granted or withheld in the sole discretion of the Owner.
The Servicer shall not resign from the obligations and duties hereby
imposed on it except by mutual consent of the Servicer and the Owner or upon the
determination that its duties hereunder are no longer permissible under
applicable law and such incapacity cannot be cured by the Servicer. Any such
determination permitting the resignation of the Servicer shall be evidenced by
an Opinion of Counsel to such effect delivered to the Owner which Opinion of
Counsel shall be in form and substance acceptable to the Owner. No such
resignation shall become effective until a successor shall have assumed the
Servicer's responsibilities and obligations hereunder in the manner provided in
Section 10.01.
Without in any way limiting the generality of this Section 8.03, in
the event that the Servicer either shall assign this Agreement or the servicing
responsibilities hereunder or delegate its duties hereunder or any portion
thereof or sell or otherwise dispose of all or substantially all of its property
or assets, without the prior written consent of the Owner, then the Owner shall
have the right to terminate this Agreement upon notice given as set forth in
Section 9.01, without any payment of any penalty or damages and without any
liability whatsoever to the Servicer or any third party.
<PAGE>
ARTICLE IX
TERMINATION
Section 9.01. Termination for Cause.
(a) This Agreement shall be terminable at the sole option of the
Owner, if any of the following events of default exist on the part of the
Servicer:
(i) any failure by the Servicer to remit to the Owner any payment
required to be made under the terms of this Agreement which continues unremedied
for a period of two Business Days after the date upon which written notice of
such failure, requiring the same to be remedied, shall have been given to the
Servicer by the Owner; or
(ii) failure by the Servicer duly to observe or perform in any
material respect any other of the covenants or agreements on the part of the
Servicer set forth in this Agreement which continues unremedied for a period of
30 days; or
(iii) failure by the Servicer to maintain its license to do
business or service residential mortgage loans in any jurisdiction where the
Mortgaged Properties are located; or
(iv) a decree or order of a court or agency or supervisory
authority having jurisdiction for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, including bankruptcy,
marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the
Servicer and such decree or order shall have remained in force undischarged or
unstayed for a period of 60 days; or
(v) the Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings of or relating to
the Servicer or of or relating to all or substantially all of its property; or
(vi) the Servicer shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take advantage of any
applicable insolvency, bankruptcy or reorganization statute, make an assignment
for the benefit of its creditors, voluntarily suspend payment of its obligations
or cease its normal business operations for three Business Days; or
(v) the Servicer ceases to meet the qualifications of a FNMA,
FHLMC or GNMA lender/servicer or ceases to be an FHA Approved Mortgagee or
ceases to be a VA Approved Lender; or
(vi) the Servicer attempts, without the consent of the Owner, to
assign the servicing of the Mortgage Loans or its right to servicing
compensation hereunder or the Servicer attempts, without the consent of the
Owner, to sell or otherwise dispose of all or substantially all of its property
or assets or to assign this Agreement or the servicing responsibilities
hereunder or to delegate its duties hereunder or any portion thereof; or (vii)
the Company fails to maintain a minimum net worth of $25,000,000.
In each and every such case, so long as an event of default shall not
have been remedied, in addition to whatever rights the Owner may have at law or
equity to damages, including injunctive relief and specific performance, the
Owner, by notice in writing to the Servicer, may terminate all the rights and
obligations of the Servicer under this Agreement and in and to the servicing
contract established hereby and the proceeds thereof.
Upon receipt by the Servicer of such written notice, all authority and
power of the Servicer under this Agreement, whether with respect to the Mortgage
Loans or otherwise, shall pass to and be vested in a successor servicer
appointed by the Owner. Upon written request from the Owner, the Servicer shall
prepare, execute and deliver to the successor entity designated by the Owner any
and all documents and other instruments, place in such successor's possession
all Servicing Files, and do or cause to be done all other acts or things
necessary or appropriate to effect the purposes of such notice of termination,
including but not limited to the transfer and endorsement or assignment of the
Mortgage Loans and related documents, at the Servicer's sole expense. The
Servicer shall cooperate with the Owner and such successor in effecting the
termination of the Servicer's responsibilities and rights hereunder, including
without limitation, the transfer to such successor for administration by it of
all cash amounts which shall at the time be credited by the Servicer to the
Custodial Account or Escrow Account or thereafter received with respect to the
Mortgage Loans.
By a written notice, the Owner may waive any default by the Servicer
in the performance of its obligations hereunder and its consequences. Upon any
waiver of a past default, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been remedied for every
purpose of this Agreement. No such waiver shall extend to any subsequent or
other default or impair any right consequent thereon except to the extent
expressly so waived.
Section 9.02. Termination Without Cause.
This Agreement shall terminate upon: (i) the later of (a) the
distribution of the final payment or liquidation proceeds on the last Mortgage
Loan to the Owner (or advances by the Servicer for the same), and (b) the
disposition of all REO Property acquired upon foreclosure of the last Mortgage
Loan and the remittance of all funds due hereunder, or (ii) mutual consent of
the Servicer and the Owner in writing. Any such notice of termination shall be
in writing and delivered to the Servicer by registered mail to the address set
forth at the beginning of this Agreement. The Owner and the Servicer shall
comply with the termination procedures set forth in Sections 9.01 and 10.01
hereof. In the event that Servicer is terminated as servicer pursuant Sections
7.06, 7.08 and 9.02(ii), it shall be entitled to a termination fee (the
"Termination Fee") equal to $10 per Mortgage Loan then being serviced pursuant
to this Agreement.
<PAGE>
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Successor to the Servicer.
Simultaneously with the termination of the Servicer's responsibilities
and duties under this Agreement pursuant to Sections 6.02, 8.03, 9.01 or 9.02,
the Owner shall (i) succeed to and assume all of the Servicer's
responsibilities, rights, duties and obligations under this Agreement, or (ii)
appoint a successor having the characteristics set forth in clauses (i) and (ii)
of Section 8.01 and which shall succeed to all rights and assume all of the
responsibilities, duties and liabilities of the Servicer under this Agreement
simultaneously with the termination of the Servicer's responsibilities, duties
and liabilities under this Agreement. Any successor to the Servicer shall be an
FHA Approved Mortgagee and a VA Approved Lender. In addition, with respect to
all FHA Loans serviced hereunder, the Servicer shall provide notice of such
change in servicers to HUD on HUD form 92080 or such other form as prescribed by
HUD, at least 10 days prior to such transfer of servicing. In connection with
such appointment and assumption, the Owner may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree, provided, however, that no such compensation shall be in
excess of that permitted the Servicer under this Agreement without the consent
of the Owner. In the event that the Servicer's duties, responsibilities and
liabilities under this Agreement should be terminated pursuant to the
aforementioned sections, the Servicer shall discharge such duties and
responsibilities during the period from the date it acquires knowledge of such
termination until the effective date thereof with the same degree of diligence
and prudence which it is obligated to exercise under this Agreement, and shall
take no action whatsoever that might impair or prejudice the rights or financial
condition of its successor. The resignation or removal of the Servicer pursuant
to the aforementioned sections shall not become effective until a successor
shall be appointed pursuant to this Section 10.01 and shall in no event relieve
the Servicer of the representations and warranties made pursuant to Sections
6.01 and the remedies available to the Owner under Section 6.02 and 7.02, it
being understood and agreed that the provisions of such Sections 6.01, 6.02 and
7.02 shall be applicable to the Servicer notwithstanding any such resignation or
termination of the Servicer, or the termination of this Agreement.
Within a reasonable period of time, but in no event longer than 30
days of the appointment of a successor entity by the Owner, the Servicer shall
prepare, execute and deliver to the successor entity any and all documents and
other instruments, place in such successor's possession all Servicing Files, and
do or cause to be done all other acts or things necessary or appropriate to
effect the purposes of such notice of termination, including but not limited to
the transfer and endorsement of the Mortgage Notes and related documents, and
the preparation and recordation of Assignments of Mortgage, at the discretion of
the Owner and, at the Owner's sole expense. The Servicer shall cooperate with
the Owner and such successor in effecting the termination of the Servicer's
responsibilities and rights hereunder and the transfer of servicing
responsibilities to the successor servicer, including without limitation, the
transfer to such successor for administration by it of all cash amounts which
shall at the time be credited by the Servicer to the Custodial Account or Escrow
Account or thereafter received with respect to the Mortgage Loans.
Any successor appointed as provided herein shall execute, acknowledge
and deliver to the Servicer and to the Owner an instrument accepting such
appointment, wherein the successor shall make the representations and warranties
set forth in Section 6.01, whereupon such successor shall become fully vested
with all the rights, powers, duties, responsibilities, obligations and
liabilities of the Servicer, with like effect as if originally named as a party
to this Agreement. Any termination or resignation of the Servicer or termination
of this Agreement pursuant to Sections 6.02, 8.03, 9.01 or 9.02 shall not affect
any claims that the Owner may have against the Servicer arising out of the
Servicer's actions or failure to act prior to any such termination or
resignation.
The Servicer shall deliver promptly to the successor servicer the
funds in the Custodial Account and Escrow Account and all Mortgage Loan
documents and related documents and statements held by it hereunder and the
Servicer shall account for all funds and shall execute and deliver such
instruments and do such other things as may reasonably be required to more fully
and definitively vest in the successor all such rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer.
Upon a successor's acceptance of appointment as such, the Servicer
shall notify by mail the Owner of such appointment in accordance with the
procedures set forth in Section 10.06.
Section 10.02. Closing.
Each closing for the engagement of the Servicer to perform the
servicing responsibilities respecting Mortgage Loans shall take place on the
related Transfer Date. At the Owner's option, the closing shall be either: by
telephone, confirmed by letter or wire as the parties shall agree; or conducted
in person, at such place as the parties shall agree.
Each closing shall be subject to each of the following conditions:
a) all of the representations and warranties of
the Servicer and the Owner under this Agreement shall be
true and correct as of each Transfer Date and no event shall
have occurred which, with notice or the passage of time,
would constitute a default under this Agreement;
b) the Owner and Servicer each shall have
received, or the Owner's attorneys shall have received in
escrow, (i) with respect to the Initial Transfer Date, all
Closing Documents as specified in Section 10.03 hereof, and
(ii) with respect to all Transfer Dates, the Closing
Documents specified in (b), (c) and (i) of Section 10.03
hereof, in such forms as are agreed upon and acceptable to
the Servicer and the Owner, duly executed by all signatories
as required pursuant to the respective terms thereof; and
c) all other terms and conditions of this
Agreement shall have been complied with and no default or
Event of Default under this Agreement shall have occurred
and be continuing for a period of 30 days or more prior to
the related Transfer Date.
Section 10.03. Closing Documents.
The Closing Documents shall consist of fully executed originals of the
following documents:
with respect to the Initial Transfer Date, this Agreement;
a) with respect to the Initial Transfer Date, the
Mortgage Loan Schedule, with one copy to be attached to each
counterpart of this Agreement as Exhibit A, and with respect
to each subsequent Transfer Date, a Mortgage Loan Schedule
reflecting the additional Mortgage Loans to be serviced by
the Servicer and a cumulative Mortgage Loan Schedule,
reflecting all Mortgage Loans being serviced by the Servicer
from the Initial Transfer Date up to, and including, the
related subsequent Transfer Date;
b) with respect to each subsequent Transfer Date,
an Acknowledgment Agreement in the form of Exhibit B-1
hereto;
c) with respect to the Initial Transfer Date, a
Custodial Account Letter Agreement in the form of Exhibit C
hereto;
d) with respect to the Initial Transfer Date, an
Escrow Account Letter Agreement in the form of Exhibit D
hereto;
e) with respect to the Initial Transfer Date, an
Officer's Certificate of the Servicer, in the form of
Exhibit E-1 hereto, including all attachments thereto, and
with respect to subsequent Transfer Dates, in the event that
any item contained in the most recent Officer's Certificate
becomes untrue or at the request of the Owner, an Officer's
Certificate in the form of Exhibit E-2 hereto, including all
attachments thereto;
f) an Opinion of Counsel delivered following the
Initial Transfer Date upon the request of the Owner, in the
form of Exhibit G hereto;
g) with respect to the Initial Transfer Date, a
Custodial Agreement; and
h) with respect to each Transfer Date, a trust
receipt and initial certification of the related Custodian,
as required under the Custodial Agreement.
Section 10.04. Costs.
The Owner shall pay any commissions due its salesmen and the legal
fees and expenses of its attorneys. Costs and expenses incurred in connection
with the transfer of the servicing responsibilities, including fees for
delivering Servicing Files, shall be paid by the Owner. Subject to Section
3.01(a) the Owner, its designee or the Servicer shall pay the costs associated
with the preparation, delivery and recording of Assignments of Mortgages
required on each Reconstitution Date.
Section 10.05. Protection of Confidential Information.
The Servicer shall keep confidential and shall not divulge to any
party, without the Owner's prior written consent, the purchase price paid by the
Owner for the Mortgage Loans and any information pertaining to the Mortgage
Loans or any borrower thereunder, except to the extent that it is appropriate
for the Servicer to do so in working with legal counsel, auditors, taxing
authorities or other governmental agencies.
Section 10.06. Notices.
All demands, notices and communications hereunder shall be in writing
and shall be deemed to have been duly given if sent by facsimile or mailed by
overnight courier, addressed as follows (or such other address as may hereafter
be furnished to the other party by like notice):
(i) if to the Owner:
Lehman Capital, A Division of
Lehman Brothers Holdings Inc.
Three World Financial Center
New York, New York 10285
Attention: Manager, Contract Finance
Telecopier No.: (212) 528-6659
Telephone No.: (212) 526-5837
(ii) if to the Servicer:
Aurora Loan Services Inc.
2530 South Parker Road
Aurora, Colorado 80014
Telecopier No.: (303) 338-2289
Telephone No.: (303) 745-3661
Attention: Rick Skogg
Any such demand, notice or communication hereunder shall be deemed to
have been received on the date delivered to or received at the premises of the
addressee.
Section 10.07. Severability Clause.
Any part, provision, representation or warranty of this Agreement
which is prohibited or which is held to be void or unenforceable shall be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any part, provision,
representation or warranty of this Agreement which is prohibited or
unenforceable or is held to be void or unenforceable in any jurisdiction shall
be ineffective, as to such jurisdiction, to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan
shall not invalidate or render unenforceable such provision in any other
jurisdiction. To the extent permitted by applicable law, the parties hereto
waive any provision of law which prohibits or renders void or unenforceable any
provision hereof. If the invalidity of any part, provision, representation or
warranty of this Agreement shall deprive any party of the economic benefit
intended to be conferred by this Agreement, the parties shall negotiate, in
good-faith, to develop a structure the economic effect of which is as close as
possible to the economic effect of this Agreement without regard to such
invalidity.
Section 10.08. No Personal Solicitation.
From and after each related Transfer Date, the Servicer hereby agrees
that it will not take any action or permit or cause any action to be taken by
any of its agents or affiliates, or by any independent contractors on the
Servicer's behalf, to personally, by telephone or mail, solicit the borrower or
obligor under any Mortgage Loan (on a targeted basis) for any purposes of
prepayment, refinancing or modification of the related Mortgage Loan, provided,
however, that this limitation shall not prohibit Servicer from soliciting such
Mortgagor for purposes of prepayment, refinance or modification of any loan
owned or serviced by Servicer other than a Mortgage Loan. It is understood and
agreed that, among other marketing activities, promotions undertaken by Servicer
which are directed of the general public at large or which are directed
generally to a segment of the then existing customers of Servicer or any of its
direct or indirect subsidiaries (including, without limitation, the mailing of
promotional materials to Servicer's deposit customers by inserting such
materials into customer account statements, mass mailings based on commercially
acquired mailing lists and newspaper, radio and television advertisements) shall
not constitute solicitation under this section. In the event the Servicer does
refinance any Mortgage Loan as a result of a violation of the requirements set
forth in this Section 10.08, Servicer hereby agrees to pay to Owner an amount
equal to the difference, if any, between the amount that the Owner would have
received if it had sold the Mortgage Loan to a third party, and the proceeds
received by the Owner as result of such refinancing.
Section 10.09. Counterparts.
This Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original, and all such
counterparts shall constitute one and the same instrument.
Section 10.10. Place of Delivery and Governing Law.
This Agreement shall be deemed in effect when a fully executed
counterpart thereof is received by the Owner in the State of New York and shall
be deemed to have been made in the State of New York. The Agreement shall be
construed in accordance with the laws of the State of New York and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with the laws of the State of New York, except to the extent
preempted by Federal law.
Section 10.11. Further Agreements.
The Owner and the Servicer each agree to execute and deliver to the
other such reasonable and appropriate additional documents, instruments or
agreements as may be necessary or appropriate to effectuate the purposes of this
Agreement.
Section 10.12. Intention of the Parties.
It is the intention of the parties that the Owner is conveying, and
the Servicer is receiving only a contract for servicing the Mortgage Loans.
Accordingly, the parties hereby acknowledge that the Owner remains the sole and
absolute owner of the Mortgage Loans and all rights related thereto.
Section 10.13. Successors and Assigns; Assignment of Servicing Agreement.
This Agreement shall bind and inure to the benefit of and be
enforceable by the Servicer and the Owner and the respective successors and
assigns of the Servicer and the Owner. This Agreement shall not be assigned,
pledged or hypothecated by the Servicer to a third party without the prior
written consent of the Owner, which consent shall be given at the sole
discretion of the Owner.
Section 10.14. Waivers.
No term or provision of this Agreement may be waived or modified
unless such waiver or modification is in writing and signed by the party against
whom such waiver or modification is sought to be enforced.
Section 10.15. Exhibits.
The exhibits to this Agreement are hereby incorporated and made a part
hereof and are an integral part of this Agreement.
Section 10.16. General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires:
(a) the terms defined in this Agreement have the meanings assigned to
them in this Agreement and include the plural as well as the singular, and the
use of any gender herein shall be deemed to include the other gender;
(b) accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles;
(c) references herein to "Articles", "Sections", "Subsections",
"Paragraphs", and other subdivisions without reference to a document are to
designated Articles, Sections, Subsections, Paragraphs and other subdivisions of
this Agreement;
(d) a reference to a Subsection without further reference to a Section
is a reference to such Subsection as contained in the same Section in which the
reference appears, and this rule shall also apply to Paragraphs and other
subdivisions;
(e) the words "herein", "hereof", "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
provision; and
(f) the term "include" or "including" shall mean by reason of
enumeration.
Section 10.17. Reproduction of Documents.
This Agreement and all documents relating thereto, including, without
limitation, (a) consents, waivers and modifications which may hereafter be
executed, (b) documents received by any party at the closing, and (c) financial
statements, certificates and other information previously or hereafter
furnished, may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties agree
that any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding, whether or not the original
is in existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.
<PAGE>
IN WITNESS WHEREOF, the Servicer and the Owner have caused their names
to be signed hereto by their respective officers thereunto duly authorized as of
the date first above written.
LEHMAN CAPITAL, A DIVISION OF LEHMAN
BROTHERS HOLDINGS INC.
(Owner)
By: /s/ Jack E. Desens
----------------------------------------
Name: Jack E. Desens
Title: Senior Vice President
AURORA LOAN SERVICES INC.
(Servicer)
By: /s/ Rick W. Skogg
----------------------------------------
Name: Rick W. Skogg
Title: President
<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE
(to be provided)
<PAGE>
EXHIBIT B-1
ACKNOWLEDGMENT AGREEMENT
On this ____ day of ____________, 199_, Lehman Capital, A Division of
Lehman Brothers Holdings Inc. (the "Owner") as the Owner under that certain Flow
Servicing Agreement dated as of September 1, 1997, (the "Agreement"), does
hereby transfer to Aurora Loan Services Inc. (the "Servicer") as Servicer under
the Agreement, the servicing responsibilities related to the Mortgage Loans
listed on the Mortgage Loan Schedule attached hereto as Exhibit A. The Servicer
hereby accepts the servicing responsibilities transferred hereby and on the date
hereof assumes all servicing responsibilities related to the Mortgage Loans
identified on the attached Mortgage Loan Schedule all in accordance with the
Agreement. The contents of each Servicing File required to be delivered to
service the Mortgage Loans pursuant to the Agreement have been or shall be
delivered to the Servicer by the Owner in accordance with the terms of the
Agreement.
With respect to the Mortgage Loans made subject to the Agreement
hereby, the Transfer Date shall be ___________________.
The Custodial Files shall be held by __________________
("_____________") pursuant to that certain Custodial Agreement dated as of
_________ __, 199_, among the Owner, the Servicer and ________________.
All other terms and conditions of this transaction shall be governed
by the Agreement.
The Set-Up Fee per Mortgage Loan shall be: $________
The Termination Fee per Mortgage Loan shall be: $________
The Servicer shall, as indicated below, (i) prepare or cause to be
prepared all Assignments of Mortgage, (ii) record or cause to be recorded all
Assignments of Mortgage, (iii) shall pay the recording costs associated with the
Mortgage Loans associated with this Acknowledgment Agreement and (iv) shall
track such Assignments of Mortgage to ensure they have been recorded for the
Assignment Fee per Mortgage Loan indicated below:
Check the appropriate box: (Check only one box)
All items (i) through (iv) above $_____ plus recording costs.
All items (i) through (iv) above $_____ (which fee includes recording
costs).
Only item (iv) above $_____.
None of the above.
Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Agreement.
This Acknowledgment Agreement may be executed simultaneously in any
number of counterparts. Each counterpart shall be deemed to be an original, and
all such counterparts shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the Owner and the Servicer have caused their names
to be signed hereto by their respective officers thereunto duly authorized as of
the day and year first above written.
OWNER:
LEHMAN CAPITAL, A DIVISION
OF LEHMAN BROTHERS HOLDINGS INC.
By:___________________________________
Name:
Title:
SERVICER:
AURORA LOAN SERVICES INC.
By:___________________________________
Name:
Title:
<PAGE>
EXHIBIT B-2
CONFIRMATION AGREEMENT
On this ____ day of ____________, 199_, Lehman Capital, A Division of
Lehman Brothers Holdings Inc. (the "Owner") as the Owner under that certain Flow
Servicing Agreement dated as of September 1, 1997, (the "Agreement"), does
hereby express its intention to transfer to Aurora Loan Services Inc. (the
"Servicer") as Servicer under the Agreement, the servicing responsibilities
related to the Mortgage Loans listed on the Mortgage Loan Schedule attached
hereto on ___________ (the "Transfer Date").
The Servicer hereby agrees to accept on the Transfer Date the
servicing responsibilities related to the Mortgage Loans identified on the
attached Mortgage Loan Schedule and shall begin to service such Mortgage Loans
on the Transfer Date in accordance with the provisions of the Agreement.
The Custodial Files shall be held by __________________
("_____________") pursuant to that certain Custodial Agreement dated as of
_________ __, 199_, among the Owner, the Servicer and ________________.
All other terms and conditions of this transaction shall be governed
by the Agreement.
The Set-Up Fee per Mortgage Loan shall be: $________
The Termination Fee per Mortgage Loan shall be: $________
The Servicer shall, as indicated below, (i) prepare or cause to be
prepared all Assignments of Mortgage, (ii) record or cause to be recorded all
Assignments of Mortgage, (iii) shall pay the recording costs associated with the
Mortgage Loans associated with this Acknowledgment Agreement and (iv) shall
track such Assignments of Mortgage to ensure they have been recorded for the
Assignment Fee per Mortgage Loan indicated below:
Check the appropriate box: (Check only one box)
All items (i) through (iv) above $_____ plus recording costs.
All items (i) through (iv) above $_____ (which fee includes recording
costs).
Only item (iv) above $_____
Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Agreement.
This Confirmation Agreement may be executed simultaneously in any
number of counterparts. Each counterpart shall be deemed to be an original, and
all such counterparts shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the Owner and the Servicer have caused their names
to be signed hereto by their respective officers thereunto duly authorized as of
the day and year first above written.
OWNER:
LEHMAN CAPITAL, A DIVISION OF LEHMAN
BROTHERS HOLDINGS INC.
By:__________________________________
Name:
Title:
SERVICER:
AURORA LOAN SERVICES INC.
By:___________________________________
Name:
Title:
<PAGE>
EXHIBIT C
CUSTODIAL ACCOUNT LETTER AGREEMENT
_______ __, 199_
To: ___________________________
___________________________
___________________________
(the "Depository")
As Servicer under the Flow Servicing Agreement, dated as of September
1, 1997 (the "Agreement"), we hereby authorize and request you to establish an
account, as a Custodial Account pursuant to Section 3.03 of the Agreement, to be
designated as "Aurora Loan Services Inc., in trust for Lehman Capital, A
Division of Lehman Brothers Holdings Inc., owner of Residential Mortgage Loans,
Group No. 1997-ALSI, and various Mortgagors." All deposits in the account shall
be subject to withdrawal therefrom by order signed by the Servicer. This letter
is submitted to you in duplicate. Please execute and return one original to us.
AURORA LOAN SERVICES INC.
By:____________________________
Name:
Title:
<PAGE>
The undersigned, as Depository, hereby certifies that the above
described account has been established under Account Number __________, at the
office of the Depository indicated above, and agrees to honor withdrawals on
such account as provided above.
Depository
By:__________________________________
Name:________________________________
Title:_______________________________
Date:________________________________
<PAGE>
EXHIBIT D
ESCROW ACCOUNT LETTER AGREEMENT
_______ ___, 199_
To: _________________________
_________________________
_________________________
(the "Depository")
As servicer under the Flow Servicing Agreement, dated as of September
1, 1997 (the "Agreement"), we hereby authorize and request you to establish an
account, as an Escrow Account pursuant to Section 3.05 of the Agreement, to be
designated as "Aurora Loan Services Inc., in trust for Lehman Capital, A
Division of Lehman Brothers Holdings Inc., owner of Residential Mortgage Loans,
Group No. 1997-ALSI, and various Mortgagors." All deposits in the account shall
be subject to withdrawal therefrom by order signed by the Servicer. This letter
is submitted to you in duplicate. Please execute and return one original to us.
AURORA LOAN SERVICES INC.
By:________________________________
Name:
Title:
<PAGE>
The undersigned, as Depository, hereby certifies that the above
described account has been established under Account Number ______, at the
office of the Depository indicated above, and agrees to honor withdrawals on
such account as provided above.
Depository
By:__________________________________
Name:________________________________
Title:_______________________________
Date:________________________________
<PAGE>
EXHIBIT E-1
OFFICER'S CERTIFICATE
I, ____________________, hereby certify that I am the duly elected
[Vice] President of Aurora Loan Services Inc., a corporation organized under the
laws of the State of Delaware, (the "Company") and further as follows:
1. Attached hereto as Exhibit 1 is a true, correct and complete copy
of the Articles of Incorporation of the Company which is in full force and
effect on the date hereof and which has been in effect without amendment,
waiver, rescission or modification since ____________.
2. Attached hereto as Exhibit 2 is a true, correct and complete copy
of the bylaws of the Company which are in effect on the date hereof and which
have been in effect without amendment, waiver, rescission or modification.
3. Attached hereto as Exhibit 3 is an original certificate of good
standing of the Company, issued within ____ days of the date hereof, and no
event has occurred since the date thereof which would impair such standing.
4. Attached hereto as Exhibit 4 is a true, correct and complete copy
of a Certificate of an Assistant secretary of the Company setting forth the
Officers of the Company authorizes by a committee of the Company's Board of
Directors to execute and deliver the Flow Servicing Agreement, dated as of
September 1, 1997 (the "Agreement"), by and between the Company and Lehman
Capital, A Division of Lehman Brothers Holdings Inc. (the "Owner"), and such
authorities are in effect on the date hereof and have been in effect without
amendment, waiver rescission or modification.
5. To the best of my knowledge, either (i) no consent, approval,
authorization or order of any court or governmental agency or body is required
for the execution, delivery and performance by the Company of or compliance by
the Company with the Agreement or the consummation of the transactions
contemplated by the Agreement; or (ii) any required consent, approval,
authorization or order has been obtained by the Company.
6. To the best of my knowledge, neither the consummation of the
transactions contemplated by, nor the fulfillment of the terms of the Agreement,
conflicts or will conflict with or results or will result in a breach of or
constitutes or will constitute a default under the charter or by-laws of the
Company, the terms of any indenture or other agreement or instrument to which
the Company is a party or by which it is bound or to which it is subject, or any
statute or order, rule, regulations, writ, injunction or decree of any court,
governmental authority or regulatory body to which the Company is subject or by
which it is bound.
7. To the best of my knowledge, there is no action, suit, proceeding
or investigation pending or threatened against the Company which, in my
judgment, either in any one instance or in the aggregate, may result in any
material adverse change in the business, operations, financial condition,
properties or assets of the Company or in any material impairment of the right
or ability of the Company to carry on its business substantially as now
conducted or in any material liability on the part of the Company or which would
draw into question the validity of the Agreement or of any action taken or to be
taken in connection with the transactions contemplated hereby, or which would be
likely to impair materially the ability of the Company to perform under the
terms of the Agreement.
8. Each person listed on Exhibit 5 attached hereto who, as an officer
or representative of the Company, signed the Agreement and any other document
delivered prior hereto or on the date hereof in connection with the Agreement,
was, at the respective times of such signing and delivery, and is now, a duly
elected or appointed, qualified and acting officer or representative of the
Company, who holds the office set forth opposite his or her name on Exhibit 5,
and the signatures of such persons appearing on such documents are their genuine
signatures.
9. The Company is duly authorized to engage in the transactions
described and contemplated in the Agreement.
<PAGE>
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated: September __, 1997
AURORA LOAN SERVICES INC.
By:
Name:
Title:
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the
seal of the Company.
Dated: By:
Name:
[Seal] Title: [Vice] President
I, ________________________, an [Assistant] Secretary of Aurora Loan
Services Inc., hereby certify that ____________ is the duly elected, qualified
and acting [Vice] President of the Company and that the signature appearing
above is [her] [his] genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated: By:
Name:
[Seal] Title: [Vice] President
<PAGE>
EXHIBIT 4 to
Company's Officer's Certificate
Name Title Signature
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
<PAGE>
EXHIBIT E-2
COMPANY'S OFFICER'S CERTIFICATE
I, ____________________, hereby certify that I am the duly elected
[Vice] President of Aurora Loan Services Inc., a corporation organized under the
laws of the State of Delaware, (the "Company") and further as follows:
1. The charter of the Company in the form attached to that certain
Company's Officer's Certificate dated September __, 1997 by ____________ is in
full force and effect on the date hereof and has been in effect without
amendment, waiver, rescission or modification.
2. The bylaws of the Company in the form attached to that certain
Company's Officer's Certificate dated ____________ by ____________ are in effect
on the date hereof and have been in effect without amendment, waiver, rescission
or modification.
3. Since the last date of issuance of a certificate of good standing
of the Company in the form attached to that certain Company's Officer's
Certificate dated ____________ by ____________, no event has occurred since the
date thereof which would impair such standing.
4. The resolutions of the Board of Directors of the Company in the
form attached to that certain Company's Officer's Certificate dated ____________
by ____________ are in effect on the date hereof and have been in effect without
amendment, waiver, rescission or modification.
5. To the best of my knowledge, neither the consummation of the
transactions contemplated by, nor the fulfillment of the terms of the Flow
Servicing Agreement dated as of September 1, 1997, by and between Lehman
Capital, A Division of Lehman Brothers Holdings Inc. and the Company, conflicts
or will conflict with or results or will result in a breach of or constitutes or
will constitute a default under the charter or by-laws of the Company, the terms
of any indenture or other agreement or instrument to which the Company is a
party or by which it is bound or to which it is subject, or any statute or
order, rule, regulations, writ, injunction or decree of any court, governmental
authority or regulatory body to which the Company is subject or by which it is
bound.
6. To the best of my knowledge, there is no action, suit, proceeding
or investigation pending or threatened against the Company which, in my
judgment, either in any one instance or in the aggregate, may result in any
material adverse change in the business, operations, financial condition,
properties or assets or the Company or in any material impairment of the right
or ability of the Company to carry on its business substantially as now
conducted or in any material liability on the part of the Company or which would
draw into question the validity of the Agreement or of any action taken or to be
taken in connection with the transactions contemplated hereby, or which would be
likely to impair materially the ability of the Company to perform under the
terms of the Agreement.
7. The Company is not currently in material breach of any
representation or warranty, or in material default under any provision of the
Agreement.
8. The Company is duly authorized to engage in the transactions
described and contemplated in the Agreement.
<PAGE>
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the
seal of the Company.
Dated:
[Seal] AURORA LOAN SERVICES INC.
By:
Name:
Title:
I, ________________________, an [Assistant] Secretary of Aurora Loan
Services Inc., hereby certify that ____________ is the duly elected, qualified
and acting [Vice] President of Aurora Loan Services Inc. and that the signature
appearing above is [her] [his] genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated: By:
Name:
[Seal] Title: [Assistant] Secretary
<PAGE>
EXHIBIT F
FORM OF CUSTODIAL AGREEMENT
(Intentionally omitted)
<PAGE>
EXHIBIT G
FORM OF OPINION OF COUNSEL TO THE SERVICER
(date)
Lehman Capital, A Division of
Lehman Brothers Holdings Inc.
Three World Financial Center
New York, New York 10285
Ladies and Gentlemen:
You have requested my opinion, as Legal Counsel to Aurora Loan
Services Inc. (the "Servicer"), with respect to certain matters in connection
with the servicing by the Servicer of the Mortgage Loans pursuant to that
certain Flow Servicing Agreement, by and between the Servicer and Lehman
Capital, A Division of Lehman Brothers Holdings Inc. (the "Owner"), dated as of
September 1, 1997, (the "Flow Servicing Agreement"). Capitalized terms not
otherwise defined herein have the meanings set forth in the Flow Servicing
Agreement.
I have examined the following documents:
1. the Flow Servicing Agreement; and
2. such other documents, records and papers as I have deemed
necessary and relevant as a basis for this opinion.
To the extent I have deemed necessary and proper, I have relied upon
the representations and warranties of the Servicer contained in the Flow
Servicing Agreement. I have assumed the authenticity of all documents submitted
to me as originals, the genuineness of all signatures, the legal capacity of
natural persons and the conformity to the originals of all documents.
<PAGE>
Subject to the foregoing, it is my opinion that:
1. The Servicer is a duly organized, validly existing corporation in good
standing under the laws of the state Delaware and is authorized to service and
administer the Mortgage Loans in the states where the Mortgaged Properties are
located.
2. The Servicer has the power to engage in the transactions contemplated by the
Flow Servicing Agreement and all requisite power, authority and legal right to
execute and deliver the Flow Servicing Agreement, and to perform and observe the
terms and conditions of such instrument.
3. The Flow Servicing Agreement has been duly authorized, executed and delivered
by the Servicer and is a legal, valid and binding agreement enforceable in
accordance with its respective terms against the Servicer, subject to bankruptcy
laws and other similar laws of general application affecting rights of creditors
and subject to the application of the rules of equity, including those
respecting the availability of specific performance.
4. Either (i) no consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Servicer of or compliance by the Servicer with the Flow
Servicing Agreement, or the servicing of the Mortgage Loans or the consummation
of the transactions contemplated by the Flow Servicing Agreement; or (ii) any
required consent, approval, authorization or order has been obtained by the
Servicer.
5. Neither the consummation of the transactions contemplated by, nor the
fulfillment of the terms of, the Flow Servicing Agreement conflicts or will
conflict with or results or will result in a breach of, or constitutes or will
constitute a default under, the organization documents of the Servicer, the
terms of any material indenture or other agreement or instrument to which the
Servicer is a party or by which it is bound or to which it is subject, or
violates any statute or order, rule, regulations, writ, injunction or decree of
any court, governmental authority or regulatory body to which the Servicer is
subject or by which it is bound.
6. There is no action, suit, proceeding or investigation pending or, to the best
of my knowledge, threatened against the Servicer which, in my judgment, either
in any one instance or in the aggregate, may result in any material adverse
change in the business, operations, financial condition, properties or assets of
the Servicer or in any material impairment of the right or ability of the
Servicer to carry on its business substantially as now conducted or in any
material liability on the part of the Servicer or which would draw into question
the validity of the Flow Servicing Agreement or of any action taken or to be
taken in connection with the transactions contemplated thereby, or which would
be likely to impair materially the ability of the Servicer to perform under the
terms of the Flow Servicing Agreement.
This opinion is given to you for your sole benefit, and no other
person or entity is entitled to rely hereon except that the purchaser or
purchasers to which you resell the Mortgage Loans may rely on this opinion as if
it were addressed to them as of its date, provided that the Servicer remains the
servicer of the Mortgage Loans under the Flow Servicing Agreement.
Very truly yours,
Name
Legal Counsel
<PAGE>
EXHIBIT H
FORM OF COLLATERAL PLEDGE AND SECURITY AGREEMENT
COLLATERAL PLEDGE AND SECURITY AGREEMENT, dated as of _________ __,
199_, by and between Aurora Loan Services Inc. ("Pledgor") and Lehman Capital, A
Division of Lehman Brothers Holdings Inc. ("Pledgee").
WHEREAS, heretofore Pledgor and Pledgee executed that certain Flow
Servicing Agreement, dated as of September 1, 1997 (the "Servicing Agreement");
WHEREAS, heretofore Pledgee sold certain of the mortgage loans which
had been subject to the Servicing Agreement to the [Third Party Purchaser]
("Purchaser") pursuant to that certain [Purchase Agreement] (the "Purchase
Agreement"), dated as of _________ __, 199_, by and between Pledgee and
Purchaser, which mortgage loans are listed on Exhibit A attached hereto (the
"Mortgage Loans");
WHEREAS, pursuant to the Purchase Agreement, Pledgor has been retained
to service the Mortgage Loans sold to Purchaser;
WHEREAS, Section 7.07 of the Servicing Agreement obligates Pledgor to
remit to Pledgee the amount of the monthly servicing fee received by Pledgor
with respect to each Mortgage Loan under the Purchase Agreement in excess of the
monthly servicing fee which had been received by Pledgor from Pledgee with
respect to each Mortgage Loan previously subject to the Servicing Agreement and
sold to Purchaser (the "Additional Remittance"), and in connection therewith,
obligates Pledgor to send to Pledgee a monthly report;
WHEREAS, Section 7.08 of the Servicing Agreement permits Pledgee to
cause Pledgor at any time under any Reconstitution Agreement to transfer the
servicing responsibilities and duties associated therewith to Pledgee or any
designee of Pledgee, and in connection therewith, obligates Pledgor to cooperate
with Pledgee in such transfer;
WHEREAS, Pledgor's obligations to (i) remit to Pledgee the Additional
Remittance, (ii) deliver a monthly report in connection with the Additional
Remittance and (iii) cooperate with Pledgor in connection with any transfer of
servicing responsibilities and duties;
WHEREAS, Pledgor desires to pledge to Pledgee all its right, title and
interest in and to the Servicing Rights (as defined below) with respect to each
Mortgage Loan.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Pledgor and Pledgee agree as
follows:
1. Pledgor hereby grants, pledges, conveys, transfers and assigns to
Pledgee a first priority security interest in and pledge of all its right title
and interest in and to any and all of the following: (i) all rights to service
the Mortgage Loans; (ii) any payments to or monies received by Pledgor for
servicing the Mortgage Loans; (iii) all Ancillary Income or similar payments
retained by Pledgor with respect to the Mortgage Loans; (iv) all agreements or
documents creating, defining or evidencing any of the servicing rights related
to the Mortgage Loans; (v) Escrow Payments or other similar payments with
respect to the Mortgage Loans and any amounts actually collected by Pledgor with
respect thereto; (vi) all accounts and other rights to payments related to any
of the property described in this paragraph; and (vii) possession and use of any
and all Servicing Files pertaining to the Mortgage Loans or pertaining to the
past, present or prospective servicing of the Mortgage Loans (items (a) through
(g) are collectively referred to herein as the "Servicing Rights").
2. Pledgor covenants and agrees that:
(a) No sale, transfer, assignment, hypothecation or pledge of the
Servicing Rights shall be made by Pledgor except in full compliance with all
applicable laws, rules, regulations and orders, and then only after Pledgor has
first received the prior written consent of Pledgee to such sale; and
(b) The Pledgee's counsel will, deliver, file, record and prepare for
execution by the Pledgor such UCC-1 financing statements, further agreements,
instruments and documents as Pledgee may require to impose, perfect and protect
the security interest created and granted by this Collateral Pledge and Security
Agreement.
3. Each of the following shall constitute an event of default
hereunder:
(i) failure by Pledgor to remit to Pledgee the Additional
Remittance in accordance with Section 7.07 of the Servicing Agreement,
which failure continues for a period of five (5) Business Days after
the date upon which written notice of such failure, requiring the same
to be remedied, shall have been given to Pledgor by Pledgee;
(ii) failure by Pledgor to provide Pledgee with a monthly
report in connection with the Additional Remittance in accordance with
Section 7.07 of the Servicing Agreement, which failure continues
unremedied for a period of thirty (30) days after the date on which
written notice of such failure, requiring the same to be remedied,
shall have been given to Pledgor by Pledgee; and
(iii) failure by Pledgor to cooperate with Pledgee in the
transfer of servicing responsibilities and duties to Pledgee or any
designee of Pledgee in accordance with Section 7.08 of the Servicing
Agreement, which failure continues unremedied for a period of thirty
(30) days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to Pledgor by
Pledgee.
4. Upon the occurrence of an event of default as hereinabove set
forth, (i) Pledgee may, at its option, notify Pledgor that the assignment herein
has become effective and, upon the sending of such notice, the Servicing Rights
shall be deemed absolutely assigned to Pledgee without the need for any further
documentation; (ii) Pledgee shall have all rights and remedies of a secured
party under the Uniform Commercial Code; (iii) Pledgee shall have the right to
sell and transfer the Servicing Rights by any means and upon any terms Pledgee
deems necessary or desirable; (iv) Pledgee shall be entitled to such injunctive
relief as may be granted by any court having equitable jurisdiction over the
Servicing Rights; and (v) Pledgor hereby appoints Pledgee its attorney-in-fact
to endorse any other document or instrument necessary to permit Pledgee to
realize upon the Servicing Rights.
5. Each remedy granted in Paragraph 4 above shall not be deemed
exclusive of any other such remedy.
6. This Collateral Pledge and Security Agreement shall terminate upon
the termination of the obligation of Pledgee to remit the Additional Remittance
in accordance with Section 7.07 of the Servicing Agreement.
7. This Collateral Pledge and Security Agreement contains the full
understanding of the parties in respect of the subject matter hereof, and may
not be amended, altered, discharged or terminated, except by another agreement
in writing, signed by the party sought to be charged therewith.
8. This Collateral Pledge and Security Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
9. Capitalized terms used herein but not otherwise defined shall have
the meanings set forth in the Servicing Agreement.
10. This Collateral Pledge and Security Agreement shall be construed
in accordance with the laws of the State of New York.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Collateral Pledge and
Security Agreement to be executed by their duly authorized officers as of the
date first above written.
LEHMAN CAPITAL, A DIVISION
OF LEHMAN BROTHERS HOLDINGS INC.
Pledgee
By:________________________________
Name:______________________________
Title:_____________________________
AURORA LOAN SERVICES INC.
Pledgor
By:________________________________
Name:______________________________
Title:_____________________________
EXECUTION
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of June, 1998, by and among LEHMAN CAPITAL, A DIVISION OF
LEHMAN BROTHERS HOLDINGS INC., a Delaware corporation ("Lehman Capital"),
American Residential Investment Trust, Inc. ("AmREIT") and AURORA LOAN
SERVICES INC., a Delaware corporation ("Aurora"), recites and provides as
follows:
RECITALS
WHEREAS, AmREIT has purchased certain packages of conventional
residential mortgage loans (the "Mortgages Loans") from Lehman Capital, which
Mortgage Loans are currently being serviced for AmREIT pursuant to a Servicing
Agreement between Lehman Capital Services, Inc. and Aurora, as servicer (the
"Servicer"), dated as of December 11, 1997 (relating to residential adjustable
mortgage loans Group No. 1997-LCIII) (the "Flow Servicing Agreement"); and
WHEREAS, AmREIT intends to securitize its ownership of the Mortgage
Loans, and in connection therewith, for purposes of such securitization
desires to add to the Mortgage Loans presently serviced under the Flow
Servicing Agreement a group of mortgage loans (the "Additional Mortgage
Loans") presently being subserviced for AmREIT by the Servicer pursuant to a
Subservicing Agreement, dated as of February 1, 1998 (the "Subservicing
Agreement"), between AmREIT and the Servicer; and
WHEREAS, in connection with such securitization, Lehman, AmREIT and the
Servicer desire to amend the Flow Servicing Agreement to incorporate the
Additional Mortgage Loans on the terms and conditions set forth herein (such
Additional Mortgage Loans together with the Mortgage Loans are identified in
Schedule I hereto and are collectively referred to as the "Serviced Mortgage
Loans");
WHEREAS, in connection with such securitization, AmREIT, as the assignee
of Lehman Capital under the Flow Servicing Agreement, intends to enter into an
Acknowledgement Agreement with Aurora pursuant to which AmREIT will transfer
to Aurora, as Servicer, under such agreement, the servicing responsibilities
related to the Additional Mortgage Loans and Aurora will agree to assume such
responsibilities;
WHEREAS, AmREIT intends to convey the Serviced Mortgage Loans to American
Residential Eagle, Inc., a Delaware corporation (the "Depositor"), pursuant to
a Mortgage Loan Purchase Agreement dated as of June 1, 1998; the Depositor
intends to convey the Serviced Mortgage Loans to American Eagle Bond Trust
1998-1 (the "Bond Issuer") pursuant to Deposit Trust Agreement dated as of
June 1, 1998; and the Bond Issuer intends, in turn, to pledge the Serviced
Mortgage Loans to First Union National Bank, a national banking association,
as trustee (the "Bond Trustee"), under an Indenture dated as of June 1, 1998
between the Bond Issuer and the Bond Trustee (the "Indenture"); and
WHEREAS, pursuant to a Master Servicing Agreement, dated as of June 1,
1998 (the "Master Servicing Agreement'), among the Bond Issuer, the Bond
Trustee and Norwest Bank Minnesota, N.A. ("Norwest"), as master servicer
(Norwest, together with any successor master servicer appointed pursuant to
the provisions of the Master Servicing Agreement referred to herein as the
"Master Servicer"), the Master Servicer shall be obligated, among other
things, to supervise the servicing of the Serviced Mortgage Loans on behalf of
the Bond Trustee and Bond Issuer, and shall have the right, under certain
circumstances, to terminate the rights and obligations of the Servicer under
this Agreement.
NOW, THERFORE, in consideration of the mutual agreements hereinafter set
forth and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Lehman Capital, AmREIT and the Servicer hereby
agree as follows:
AGREEMENT
1. Definitions. Capitalized terms used and not defined in this Agreement,
including Exhibit A hereto and any provisions of the Flow Servicing Agreement
incorporated by reference herein, shall have the meanings ascribed to such
terms in the Flow Servicing Agreement, or if not defined therein, in the
Master Servicing Agreement or the Indenture.
2. Inclusion of Additional Mortgage Loans. The Additional Mortgage Loans
as identified in Schedule I hereto shall be deemed included within the
definition of "Mortgage Loans" under the Flow Servicing Agreement for all
purposes thereunder, effective as of the date set forth in, and upon the
delivery to the Servicer of, an Acknowledgement Agreement covering the
Additional Mortgage Loans in the form attached as Exhibit F to the Flow
Servicing Agreement.
3. Servicing Compensation For Additional Mortgage Loans. During the
period from the date hereof until February 1, 2003 or the earlier termination
of the Subservicing Agreement pursuant to Section 9.02 thereof (assuming for
such purposes that the Additional Mortgage Loans had remained subject to the
Subservicing Agreement, notwithstanding the provisions of Section 1 above) on
the last Business Day of each month, the Servicer shall remit separately to
AmREIT (notwithstanding that AmREIT may have ceased to be the Owner of the
Additional Mortgage Loans) an amount equal to the difference between (or, if
the difference is negative, AmREIT shall remit such deficiency to the
Servicer): (i) the sum of the Servicing Fee (as defined in the Flow Servicing
Agreement), Assignment Fees and Ancillary Income received by Servicer during
the Due Period ending on the first Business Day of such month relating to the
Additional Mortgage Loans pursuant to the Flow Servicing Agreement, minus (ii)
the total amount of compensation (including Base Sub-Servicing Fees, Ancillary
Income, Assignment Fees, Release Fees and Special Servicing Fees as each such
term is defined and used in the Subservicing Agreement) that would have been
payable for such Due Period to the Servicer pursuant to the Subservicing
Agreement in respect of the Additional Mortgage Loans if such Additional
Mortgage Loans had remained subject thereto; minus (iii) all Prepayment
Interest Shortfall amounts, Monthly Advances and Servicing Advances required
to be made or paid by the Servicer in respect of the Additional Mortgage Loans
under the Flow Servicing Agreement for such Due Period.
4. Servicing. The Servicer agrees, with respect to the Serviced Mortgage
Loans, to perform and observe the duties, responsibilities and obligations
that are to be performed and observed under the provisions of the Flow
Servicing Agreement, except as otherwise provided herein and in Exhibit A
hereto, and that the provisions of the Flow Servicing Agreement, as so
modified, are and shall be a part of this Agreement to the same extent as if
set forth herein in full.
5. Master Servicing; Termination of Servicer. The Servicer, including any
successor servicer hereunder, shall be subject to the supervision of the
Master Servicer, which Master Servicer shall be obligated to ensure that the
Servicer services the Serviced Mortgage Loans in accordance with the
provisions of this Agreement. The Master Servicer, acting on behalf of the
Bond Issuer and the Bond Trustee pursuant to the Master Servicing Agreement,
shall have the same rights as the "Owner" (as defined in the Flow Servicing
Agreement) to enforce the obligations of the Servicer under the Flow Servicing
Agreement. The Master Servicer shall be entitled to terminate the rights and
obligations of the Servicer under this Agreement upon the failure of the
Servicer to perform any of its obligations under this Agreement, as provided
in Article IX of the Flow Servicing Agreement.
In addition, in the event that Lehman Capital and AmREIT agree to
transfer the servicing rights in respect of the Serviced Mortgage Loans to one
or more successor servicers, the rights and obligations of the Servicer under
this Agreement shall terminate without cause, upon thirty days written notice
to the Servicer, and each successor servicer shall succeed to the rights and
obligations of the Servicer under this Agreement as of such date. Upon such
termination the terminated Servicer shall not be entitled to the Servicing Fee
or any portion thereof, or, except as provided in the Flow Servicing
Agreement, to any other amounts in respect of the Serviced Mortgage Loans.
The Servicer agrees that, notwithstanding anything to the contrary in the
Flow Servicing Agreement, Lehman Capital is the sole owner of the servicing
rights relating to the Serviced Mortgaged Loans (other than the Additional
Mortgage Loans) and AmREIT is the sole owner of the servicing rights relating
to Additional Mortgage Loans, and that the Servicer shall have no right to
transfer the servicing thereof.
6. No Representations. Neither the Servicer nor the Master Servicer shall
be obligated or required to make any representations and warranties regarding
the Serviced Mortgage Loans in connection with the transactions contemplated
by the Master Servicing Agreement and the Indenture and the issuance of the
Underlying Bond issued pursuant thereto.
7. Notices. All notices and communications between or among the parties
hereto shall be in writing and shall be deemed received or given when mailed
first-class mail, postage prepaid, addressed to each other party at its
address specified below. Each party may designate to the other parties in
writing, from time to time, other addresses to which notices and
communications hereunder shall be sent.
8. Governing Law. THIS SERVICING AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
NOTWITHSTANDING NEW YORK OR OTHER CHOICE OF LAW RULES TO THE CONTRARY.
9. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an
original, but all of which counterparts shall together constitute but one and
the same instrument.
10. Reconstitution. Lehman Capital, AmREIT and the Servicer agree that
this Agreement is a Reconstitution Agreement, and that the date hereof is the
Reconstitution Date, each as defined in the Flow Servicing Agreement.
11. Notices and Remittances. All notices required to be delivered to the
Master Servicer under this Agreement shall be delivered to the Master Servicer
at the following address:
Norwest Bank Minnesota, National Association
11000 Broken Land Parkway
Columbia, Maryland 21044
Attn: Master Servicing Department, AmREIT 1998-1
All remittances required to be made to the Master Servicer under this
Agreement shall be made to the following wire account:
Norwest Bank Minnesota, National Association
Minneapolis, Minnesota
ABA#: 091-000-019
Account Name: Corporate Trust Clearing
Account Number: 3970771416
All remittances to be made to AmREIT or the Servicer pursuant to Section 3 of
this Agreement shall be made to such party by wire transfer to the account
designated by such party in writing.
12. Errors and Omissions Insurance. The Servicer shall keep in force
during the term of this Agreement a fidelity bond and a policy or policies of
insurance covering errors and omissions in the performance of the Servicer's
obligations under this Agreement. Such fidelity bond and policy or policies
shall be maintained with recognized insurers and shall be in such form and
amount as would permit the Servicer to be qualified as a FNMA or FHLMC
seller-servicer. The Servicer shall be deemed to have complied with this
provision if an affiliate of the Servicer has such errors and omissions and
fidelity bond coverage and, by the terms of such insurance policy or fidelity
bond, the coverage afforded thereunder extends to the Servicer. The Servicer
shall furnish to the Master Servicer a copy of each such bond and insurance
policy if (i) the Master Servicer so requests and (ii) the Servicer is not an
affiliate of Lehman Brothers Inc. at the time of such request.
13. Annual Officer's Certificate. On or before April 30 of each year,
beginning with April 30, 1999, the Servicer, at its own expense, will deliver
to Lehman Capital, AmREIT and the Master Servicer a Servicing Officer's
certificate stating, as to each signer thereof, that (i) a review of the
activities of the Servicer during such preceding fiscal year and of
performance under this Agreement has been made under such officers'
supervision, and (ii) to the best of such officers' knowledge, based on such
review, the Servicer has fulfilled all its obligations under this Agreement
for such year, or, if there has been a default in the fulfillment of all such
obligations, specifying each such default known to such officers and the
nature and status thereof including the steps being taken by the Servicer to
remedy such default.
14. Servicer Auction Call. On any Distribution Date on which the Pool
Principal Balance of the Mortgage Loans is equal to or less than 10% of the
initial Pool Principal Balance, the Servicer shall have the option to direct
the Master Servicer by written notice to solicit not less than three bids for
the Mortgage from dealer firms specified to it by the Issuer. The Master
Servicer will deliver the three bids to the Trustee promptly upon receipt. If
the purchase price would be less than the Minimum Purchase Price, the Servicer
may direct the Master Servicer to continue to solicit bids as described above,
at quarterly intervals, until a bid equal to the Minimum Purchase Price is
received.
<PAGE>
Executed as of the day and year first above written.
LEHMAN CAPITAL, A DIVISION OF
LEHMAN BROTHERS HOLDINGS INC.
By: ______________________________________
Name:
Title:
AMERICAN RESIDENTIAL INVESTMENT
TRUST, INC.
By: ______________________________________
Name:
Title:
AURORA LOAN SERVICES INC.
By: ______________________________________
Name:
Title:
<PAGE>
EXHIBIT A
MODIFICATIONS TO THE FLOW SERVICING AGREEMENT
1. The following is hereby added immediately following the words "incidental
fees and charges" in the definition of "Ancillary Income" in Article I:
", but not including any premium or penalty associated with a prepayment
of principal of a Mortgage Loan."
2. The definition of "Custodial Agreement" in Article I is hereby deleted
and replaced with the following:
"The custodial agreements relating to custody of the Serviced Mortgage
Loans among: (i) Chase Bank of Texas, N.A., as Custodian and First Union
National Bank, as Trustee, and (ii) Bankers Trust Company of California,
N.A., as Custodian and First Union National Bank, as Trustee, each dated
as of June 1, 1998."
3. The following definition is hereby added:
"Prepayment Period: With respect to the first Remittance Date, the
period beginning on the Cut-off Date and ending on June 1, 1998.
With respect to each subsequent Remittance Date, the period
commencing on the second day of the month immediately preceding the
month in which such Remittance Date occurs and ending on the first
day of the month in which such Remittance Date occurs."
4. The definition of "Monthly Advance" in Article I is hereby amended by
adding at the end of such definition the following: ", but only to the
extent that such amount is expected, in the reasonable judgment of the
Servicer, to be recoverable from collections or other recoveries in
respect of such Mortgage Loan."
5. The definition of "Qualified Depository" in Article I is hereby deleted
and replaced with the following:
"Any of (i) a depository the accounts of which are insured by the FDIC
and the short-term debt obligations of which have the highest short-term
ratings of each Rating Agency and the long-term debt obligations of which
shall be rated AA or higher by S&P and Aa or higher by Moody's; (ii) the
corporate trust department of any federal or state chartered depository
institution or trust company acting in its fiduciary capacity acceptable
to each Rating Agency, having capital or surplus of not less than
$100,000,000; or (iii) the Servicer, unless the Master Servicer is
notified by either Rating Agency that the designation of the Servicer as
a Qualified Depository will result in a qualification, withdrawal or
downgrade of the then-current rating of any of the Certificates."
6. The definition of "Servicing Advance" in Article I is hereby amended by
adding, immediately after the phrase "but not limited to, the cost of",
the following: "transfer of servicing of Distressed Mortgage Loans to the
Special Servicer pursuant to Section 9.03, and".
7. The first sentence of the definition of "Servicing Fee" in Article I is
hereby deleted and replaced with the following: "The servicing fee shall
be an amount equal to one-twelfth the product of (a) a rate per annum
equal to 0.50% and (b) the Stated Principal Balance of such Mortgage
Loan. The obligation of the Master Servicer to pay the Servicing Fee is
limited to, and the Servicing Fee is payable solely from, the interest
portion (including recoveries with respect to interest from Liquidation
Proceeds to the extent permitted by Section 3.05 of this Agreement) of
such Monthly Payment collected by the Servicer, or as otherwise provided
under this Agreement."
8. The following definition is hereby added:
"Special Servicer": Ocwen Federal Bank FSB, a federal savings bank.
9. The fourth and fifth paragraphs of Section 3.01 are hereby deleted and
replaced with the following paragraph:
"Consistent with the terms of this Agreement, the Servicer may waive
any late payment charge, assumption fee or other fee that may be
collected in the ordinary course of servicing the Mortgage Loans.
The Servicer shall not make any future advances to any obligor under
any Mortgage Loan, and (unless the Mortgagor is in default with
respect to the Mortgage Loan or such default is, in the judgment of
the Servicer, reasonably foreseeable) the Servicer shall not permit
any modification of any material term of any Mortgage Loan,
including any modification that would change the Mortgage Interest
Rate, defer or forgive the payment of principal or interest, reduce
or increase the outstanding principal balance (except for actual
payments of principal) or change the final maturity date on such
Mortgage Loan. In the event of any such modification which permits
the deferral of interest or principal payments on any Mortgage Loan,
the Servicer shall, on the Business Day immediately preceding the
Remittance Date in any month in which any such principal or interest
payment has been deferred, make a Monthly Advance in accordance with
Section 4.03, in an amount equal to the difference between (a) such
month's principal and one month's interest at the Remittance Rate on
the unpaid principal balance of such Mortgage Loan and (b) the
amount paid by the Mortgagor. The Servicer shall be entitled to
reimbursement for such advances to the same extent as for all other
advances made pursuant to Section 4.03. Without limiting the
generality of the foregoing, the Servicer shall continue, and is
hereby authorized and empowered, to execute and deliver on behalf of
itself and the Master Servicer, all instruments of satisfaction or
cancellation, or of partial or full release, discharge and all other
comparable instruments, with respect to the Mortgage Loans and with
respect to the Mortgaged Properties. Upon the request of the
Servicer, the Master Servicer shall execute and deliver to the
Servicer any powers of attorney and other documents, furnished to it
by the Servicer and reasonably satisfactory to the Master Servicer,
necessary or appropriate to enable the Servicer to carry out its
servicing and administrative duties under this Agreement.
Notwithstanding anything to the contrary in this Agreement, the
Servicer shall not waive any premium or penalty in connection with a
prepayment of principal of any Mortgage Loan, and shall not consent
to the modification of any Mortgage Note to the extent that such
modification relates to payment of a prepayment premium or penalty."
10. The words "Lehman Capital, A Division of Lehman Brothers Holdings Inc.,
owner of residential Mortgage Loans, Group No. 1997-LCIII, and various
Mortgagors" in the first paragraph of Section 3.03 are hereby deleted and
replaced with the following: "Norwest Bank Minnesota, National
Association, as master servicer for American Residential Eagle Bond Trust
1998-1 and First Union National Bank, as Bond Trustee."
11. Section 3.03 is further amended by deleting the word "and" at the end of
clause (vii), replacing the period at the end of clause (viii) with ";
and", and adding the following immediately after clause (viii):
"(ix) any principal prepayment penalties received in connection with
the Mortgage Loans."
12. Section 3.04 is amended by replacing the word "Owner" at the end of
subclause (iii) with the words "Bond Issuer and Bond Trustee".
13. Section 3.04 is further amended by adding the words "and for any unpaid
Servicing Fees" after the word "Advances" in subclause (iv); by adding
the words "REO Disposition Proceeds and other amounts recovered in
respect of the related REO Property" after the words "Insurance Proceeds"
in subclause (iv); and by replacing the word "Owner" with the words "Bond
Issuer and Bond Trustee" in subclause (iv).
14. The words "Lehman Capital, A Division of Lehman Brothers Holdings Inc.,
owner of residential Mortgage Loans, Group No. 1997-LCIII, and various
Mortgagors" in the first paragraph of Section 3.05 are hereby deleted and
replaced with the following: "Norwest Bank Minnesota, National
Association, as master servicer for American Residential Eagle Bond Trust
1998-1 and First Union National Bank, as Bond Trustee."
15. the third paragraph of Section 3.10 is deleted in its entirety.
16. The first paragraph of Section 4.01 is hereby deleted and replaced with
the following:
"On each Remittance Date the Servicer shall remit by wire transfer
of immediately available funds to the Master Servicer (a) all
amounts deposited in the Custodial Account as of the close of
business on the last day of the related Due Period (net of charges
against or withdrawals from the Custodial Account pursuant to
Section 3.04), minus (b) any amounts attributable to Principal
Prepayments, Liquidation Proceeds, Insurance Proceeds, Condemnation
Proceeds or REO Disposition Proceeds received after the applicable
Prepayment Period, which amounts shall be remitted on the following
Remittance Date, and minus (c) any amounts attributable to Monthly
Payments collected but due on a due date or dates subsequent to the
first day of the month in which such Remittance Date occurs, which
amounts shall be remitted on the Remittance Date next succeeding the
Due Period for such amounts."
17. Section 4.02 is hereby amended by deleting the words "Remittance Date" in
the first line of such Section, and substituting the following: "tenth
Business Day of each month"
18. The following new Section is added after Section 9.02:
Section 9.03 Coordination with Special Servicer.
"On the second Business Day of each month, the Servicer shall orally
inform the Master Servicer and the Special Servicer as to which
Mortgage Loans have become delinquent for a period of 61 days or
more, without giving effect to any grace period permitted by the
related Mortgage Note (each, a "Distressed Mortgage Loan"). No
Mortgage Loan shall be considered to be delinquent for such purpose
by virtue of the related Mortgagor having made payment to a prior
servicer. Any such Mortgage Loan as to which all past due payments
are made prior to the Notice Date shall not be considered to be a
Distressed Mortgage Loan, and the servicing thereof shall not be
transferred as provided below. On the fourth Business Day of each
month (the "Notice Date"), the Servicer shall send by facsimile a
written listing of the Distressed Mortgage Loans to the Master
Servicer, the Bond Trustee and the Custodian, and shall mail to the
Mortgagor of each Mortgage Loan listed in a Transfer Notice a letter
advising each such Mortgagor of the transfer of the servicing of the
related Mortgage Loan to the Special Servicer, in accordance with
the Cranston Gonzales National Affordable Housing Act of 1990;
provided, however, the content and format of such letter shall have
the prior approval of the Special Servicer. The Servicer shall
promptly provide the Special Servicer with copies of all such
notices. The transfer of servicing with respect to each such
Mortgage Loan to the Special Servicer shall be effected by the
Servicer not later than the fifteenth day following the applicable
Notice Date (the "Transfer Date"). By the Business Day immediately
following each Notice Date, the Servicer shall provide the Master
Servicer, the Special Servicer, the Trustee and the Custodian with a
certification (the "Transfer Notice") listing the Distressed
Mortgage Loans.
At least five Business Days prior to the Transfer Date, the Servicer
shall deliver, with respect to the Distressed Mortgage Loans listed
on the related Transfer Notice, to the Special Servicer all
Servicing Files, and to the Special Servicer and the Master Servicer
a preliminary loan level tape or other electronic media (a "Report")
in form reasonably acceptable to the Servicer, the Master Servicer
and the Special Servicer. Within two Business Days following such
Transfer Date, the Servicer shall deliver such Report in final form
reasonably acceptable to the Master Servicer and the Special
Servicer, and commensurate with generally acceptable industry
standards, detailing the amount of any unreimbursed Monthly
Advances, Servicing Advances and accrued and unpaid Servicing Fees
on a loan level basis. Should the Master Servicer or the Special
Servicer desire a loan level tape or other electronic media
containing information which is not readily extractable from the
Servicer's servicing system, the Servicer shall diligently cooperate
to make such loan level data available to the Master Servicer and
Special Servicer. In addition, at least five Business Days prior to
the Transfer Date, the Servicer shall transfer to the Special
Servicer any funds held in an Escrow Account or Custodial Account
relating to the Distressed Mortgage Loans listed in the related
Transfer Notice. Upon the successful completion of the transfer of
servicing for Distressed Mortgage Loans, the Special Servicer will
reimburse the Servicer for any unreimbursed Monthly Advances,
Servicing Advances and accrued and unpaid Servicing Fees with
respect to such Distressed Mortgage Loans which have been properly
documented. The Servicer shall be paid, from the Custodial Account,
a termination fee of $25.00 for each Distressed Mortgage Loan
transferred to the Special Servicer.
In connection with the transfer of any Distressed Mortgage Loan, (i)
the Servicer will be responsible for servicing the Distressed
Mortgage Loan until the effective date of transfer of servicing to
the Special Servicer, but shall have no right or obligation to
service such Distressed Mortgage Loan from and after the effective
date of the transfer of servicing to the Special Servicer, (ii)
notwithstanding clause (i) above, the Servicer shall include the
Distressed Mortgage Loan in its monthly remittance report pursuant
to Section 4.02 for the month in which such transfer is effected and
shall be obligated, to make the Monthly Advance with respect to such
Distressed Mortgage Loan on the Remittance Date in the month in
which such transfer is effected, in each case, regardless of whether
the Remittance Date occurs before or after the effective date of
such transfer, (iii) the amount of Monthly Advances to be reimbursed
to the Servicer by the Special Servicer hereunder shall include the
Monthly Advance described in clause (ii) above regardless of whether
the Servicer makes such Monthly Advance before or after the
effective date of such transfer, (iv) the Servicer shall, no later
than the end of the month in which such transfer is effected,
provide to the Special Servicer loan level information (in the loan
level tape or other electronic media or other agreed-upon form)
regarding the Distressed Mortgage Loan during the month of such
transfer as may be necessary to enable the Special Servicer to
provide such information in its remittance report for the next
following month, and (v) the Servicer shall not be entitled to the
Servicing Fee with regard to any such Distressed Mortgage Loan for
the month in which such transfer occurs."
19. The following paragraph is added at the end of Section 10.01:
"Neither the Master Servicer nor any successor servicer (including
Lehman Capital, AmREIT and the Master Servicer) shall be liable for
any acts or omissions of the Servicer or any predecessor servicer.
In particular, neither the Master Servicer nor any successor
servicer (including Lehman Capital, AmREIT and the Master Servicer)
shall be liable for any servicing errors or interruptions resulting
from any failure of the Servicer to maintain computer and other
information systems that are year-2000 compliant."
20. The following words are hereby added after the words "Attention: Rick
Skogg" in Section 10.06(ii):
"with a copy to:
Aurora Loan Services Inc.
601 Fifth Avenue
P.O. Box 1706
Scottsbluff, Nebraska 69361
Telephone No.: (308) 635-3500
Telecopier No.: (308) 632-4287
Attention: Lee Trautman"
MANAGEMENT AGREEMENT
This Agreement (the "Agreement") is made as of June 1, 1998 by and between
American Residential Investment Trust, Inc., a Maryland corporation ("Manager"),
and American Residential Eagle Bond Trust 1998-1, a Delaware statutory business
trust (the "Issuer"), pursuant to the Deposit Trust Agreement, dated as of June
1, 1998 (the "Trust Agreement"), between American Residential Eagle, Inc. (the
"Company"), as depositor, and Wilmington Trust Company, a Delaware banking
corporation as Owner Trustee ("Owner Trustee").
WITNESSETH:
WHEREAS, the Issuer intends to issue a Collateralized Callable Mortgage
Bond (the "Bond"), collateralized by a pool of adjustable rate mortgage loans
owned by the Issuer ("Mortgage Loans"), as more particularly set forth in the
Indenture (the "Indenture"), dated as of June 1, 1998, between the Issuer and
First Union National Bank, a national banking association, in its capacity as
indenture trustee (the "Indenture Trustee"); and
WHEREAS, the Issuer desires to retain Manager to provide certain management
services to the Issuer in connection with the Bond; and
WHEREAS, Manager is prepared to perform such services for the benefit of
the Issuer;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
1. Definitions. Capitalized terms not otherwise defined in this Agreement
shall have the meanings set forth in the Indenture and the Master Servicing
Agreement, dated as of June 1, 1998 (the "Master Servicing Agreement"), among
Norwest Bank Minnesota, National Association, the Issuer and the Indenture
Trustee.
2. Manager. Manager will serve as the manager of the Issuer.
3. Management Services. The Manager will:
(a) provide the following services to the Issuer without the Issuer's
further direction:
(i) cause the Bond executed by the Issuer to be delivered to the
Indenture Trustee for authentication;
(ii) cause a definitive Bond to be prepared;
(iii) cause to be kept a Bond Register and appoint successor Bond
Registrars, if any;
(iv) in connection with the original issuance of the Bond,
prepare all Issuer Requests and Issuer Orders in connection with
authentication and delivery of the Bond; obtain Opinions of Counsel;
prepare Officers' Certificates and supply necessary supporting
documents; supply insurance policies, surety bonds, instructions,
opinions and such other documents as may be required by the terms of
the Indenture or by the Indenture Trustee;
(v) appoint a Bond Paying Agent, if different from the Indenture
Trustee, and direct the Indenture Trustee to deposit funds with such
Bond Paying Agent, if required; cause the Bond Paying Agent to execute
and deliver instruments to the Indenture Trustee, if required;
(vi) prepare for execution by the Issuer and file or record all
supplements, amendments, financing statements, continuation
statements, instruments of further assurance and other instruments
necessary for the protection of the Trust Estate;
(vii) supply Opinions of Counsel as to the Trust Estate;
(viii) monitor the Issuer's and other Persons' (including the
Master Servicer's) performance of obligations and notify the Issuer
and the Indenture Trustee of any event of default;
(ix) prepare and deliver on behalf of the Issuer annual
statements as to compliance with the Indenture and other documents to
which the Issuer is a party;
(x) record the Assignments of Mortgage and deliver the recorded
Assignments to the Indenture Trustee;
(xi) monitor the Issuer's obligations as to satisfaction and
discharge of the Indenture and report to the Issuer any failure in the
satisfaction of such obligations;
(xii) give notice to the Bondholder of the resignation of the
Indenture Trustee and the appointment of any successor Indenture
Trustee;
(xiii) furnish the Indenture Trustee with names and addresses of
the Bondholder to the extent required;
(xiv) prepare for execution by the Issuer and file all documents
required to be filed on a periodic basis with the Securities and
Exchange Commission and file such documents with the Indenture Trustee
and deliver summaries of such documents to the Bondholder; monitor the
Issuer's compliance with provisions of TIA Section 314(a);
(xv) prepare and deliver to the Issuer for execution, as
appropriate, and then deliver to the Indenture Trustee all documents
and opinions and take all appropriate action with respect to the
release of the Mortgage Loans;
(xvi) with the consent of the Issuer, appoint Independent
accountants and any successors and direct such Independent accountants
or successors to prepare and deliver reports or certificates to the
extent required by the Indenture;
(xvii) prepare for execution and deliver on behalf of the Issuer
certificates or Opinions of Counsel with respect to compliance with
the Indenture;
(xiii) record the Indenture, if required;
(xix) cause to be prepared for execution by the Issuer and
delivered or filed, all tax returns, financial statements and such
annual or other reports of the Issuer or the Owner Trustee, in its
capacity as such, as may be required pursuant to the Trust Agreement;
(xx) cause to be calculated the original issue discount with
regard to the Bond as requested from time to time;
(xxi) cause to be prepared for execution by the Issuer and filed,
recorded or delivered, such statements, instruments, notices,
documents, agreements and certificates or other papers required of the
Issuer pursuant to Section 5.1 of the Trust Agreement;
(xxii) deliver, on behalf of the Issuer, all documents and
instruments with respect to each Mortgage Loan as required by the
Master Servicing Agreement; and
(xxiii) deliver, on behalf of the Issuer, a notice of redemption
to the Indenture Trustee and any other notice of exercise of rights to
remove Mortgage Loans from the Indenture;
(b) provide the following services to the Issuer without the Issuer's
further direction:
(i) maintain (or cause to be maintained) the books of the Issuer
on a calendar year basis using the accrual method of accounting;
(ii) deliver (or cause to be delivered) to the Bondholder as may
be required by the Code and applicable Treasury Regulations, such
information as may be required to enable the Bondholder to prepare its
federal and state income tax returns;
(iii) prepare and file or cause to be prepared and filed such tax
returns relating to the Issuer as may be required by the Code and
applicable Treasury Regulations (making such elections as may from
time to time be required or appropriate under any applicable state or
federal statutes, rules or regulations); and
(iv) collect or cause to be collected any withholding tax as
described in and in accordance with Section 5.1 of the Trust Agreement
with respect to income or distributions to the Bondholder and prepare
or cause to be prepared the appropriate forms relating thereto;
(c) otherwise provide such consultation, services and assistance as the
Issuer may from time to time request in connection with the Owner Trustee's
obligations under the Trust Agreement and/or the Issuer's obligations under the
Indenture, the Trust Agreement, and the Master Servicing Agreement, in respect
of the Bond;
The Issuer shall cooperate with the Manager to facilitate the prompt
performance by the Manager of its obligations under this Paragraph 3. The
Manager may provide such services as required by this Paragraph 3 either
directly or may assign such duties to one or more submanagers pursuant to
submanagement agreements; provided, however, that any such submanager shall have
been approved by the Issuer; and provided further that notwithstanding any such
assignment the Manager shall remain liable for performing its duties and
obligations under this Agreement; and
(d) In performing its services hereunder, observe strictly the following:
(i) the Issuer's operating expenses and liabilities will not be
paid by the Manager or any affiliate thereof (excluding the Issuer)
(an "AmREIT Person") except that certain organizational expenses of
the Issuer and expenses relating to creation and initial
implementation of the Issuer have been paid by the Manager;
(ii) the Manager will maintain for the Issuer records and books
of account separate from those of every AmREIT Person and telephone
numbers, mailing addresses, stationery and other business forms that
are separate and distinct from those of every AmREIT Person;
(iii) any financial statements of any AmREIT Person which are
consolidated to include the Issuer will contain detailed notes clearly
stating that (A) all of the Issuer's assets are owned by the Issuer,
and (B) the Issuer is a separate legal entity with its own separate
creditors which will be entitled to be satisfied out of the Issuer's
assets prior to any value in the Issuer becoming available to the
Issuer's equity holders;
(iv) the Issuer's assets will be maintained in a manner that
facilitates their identification and segregation from those of any
AmREIT Person;
(v) the Manager will cause the Issuer to strictly observe
formalities in its dealings with each AmREIT Person (including,
without limitation, formalities in regard to the Issuer's status as a
separate legal entity), and funds or other assets of the Issuer will
not be commingled with those of any AmREIT Person. The Issuer will not
be permitted to maintain joint bank accounts or other depository
accounts to which any AmREIT Person has independent access;
(vi) the Manager will cause any transaction between the Issuer
and an AmREIT Person to be fair and equitable to the Issuer, to be the
type of transaction which would be entered into by a prudent Person to
the position of the Issuer with an AmREIT Person, and will be on terms
which are at least as favorable as may be obtained from a Person which
is not an AmREIT Person;
(vii) any AmREIT Person that renders or otherwise furnishes
services to the Issuer will be compensated by the Issuer at market
rates for such services; and
(viii) the Manager will not permit the Issuer or any AmREIT
Person to be or to hold itself out to be responsible for the debts of
the other.
4. Manager Compensation. The Manager shall be entitled to receive from the
Issuer a fee, payable annually in advance, equal to $1,000 per month. In
addition, the Manager will be entitled to certain amounts of income or gain from
the investment of funds on deposit in the Bond Account and the Distribution
Account. The Manager agrees to deposit any losses on such investment of funds
into the account such losses were incurred, pursuant to the terms of the Master
Servicing Agreement.
5. Limitation of Responsibility of the Manager.
(a) The Manager will have no responsibility under this Agreement other
than to render the services called for hereunder. The Manager, its
affiliates, shareholders, directors, officers and employees shall not be
liable to the Issuer, the Owner Trustee, the Indenture Trustee, the
Bondholder or others, except by reason of acts constituting bad faith,
willful misfeasance, gross negligence or reckless disregard of their
duties. The Issuer will reimburse, indemnify and hold harmless the Manager
and its affiliates, shareholders, directors, officers and employees with
respect to all expenses, losses, damages, liabilities, demands, charges and
claims of any nature in respect of any acts or omissions performed or
omitted by the Manager and in accordance with the procedure set forth
below.
(b) Any amount due the Manager or its affiliates, shareholders,
directors, officers and employees under Section 5(a) shall be paid by the
Issuer, solely out of the assets of the Trust Estate that are free of the
lien of the Indenture, promptly after each Payment Date, provided that all
interest and principal due on the Bond on such Payment Date and all amounts
then owing to the Bond Trustee and the Owner Trustee have been paid in
full. Any amount that cannot be paid to the Manager or its affiliates,
shareholders, directors, officers and employees consistent with the
foregoing proviso shall be paid promptly after each succeeding Payment Date
until paid in full, in each case subject to the foregoing proviso.
6. Term. This Agreement shall continue in effect until the termination of
the Trust Agreement. If the date of such termination is not a Distribution Date,
the Manager shall be paid the amount due it pursuant to Section 5(a) as of such
termination promptly after such date of termination. ----
7. Termination.
(a) The Manager, at its election, may resign as Manager hereunder and
be discharged of its duties hereunder upon not less than 30 days' notice to
the Issuer, the Owner Trustee and the Indenture Trustee; provided, however,
that no such resignation and discharge shall become effective until a
Person selected by the Manager, who is acceptable to the Issuer in its
discretion, shall have assumed and agreed to perform the duties of the
Manager hereunder as evidenced by a written instrument to such effect
delivered to the Issuer. Upon delivery of such written instrument to the
Issuer, the Issuer shall promptly deliver to the successor Manager a
written instrument acknowledging and accepting the assignment of the
resigning Manager's rights hereunder to the successor Manager. Each such
successor Manager shall be deemed to be the Manager for all purposes of
this Agreement.
(b) If any of the following events shall occur and be continuing:
(i) the Manager shall violate any provision of this Agreement and
such default is not cured within ten days after written notice thereof
is given to the Manager by the Issuer or the Indenture Trustee;
(ii) a court of competent jurisdiction shall enter a decree or
order for relief in respect of the Manager in an involuntary case
under any applicable bankruptcy, insolvency or other similar law now
or hereafter in effect, or appoint a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or other similar official) of the
Manager or for any substantial part of its property, or order the
winding-up or liquidation of its affairs; or
(iii) the Manager shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or shall consent to the entry of an order for
relief in an involuntary case under any such law, or shall consent to
the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official)
of the Manager or for any substantial part of its property, or shall
make any general assignment for the benefit of creditors, or shall
fail generally to pay its debts as they become due;
then, in any such event this Agreement may be terminated by the Issuer.
8. Indenture Trustee as Beneficiary. Each of the Owner Trustee and the
Indenture Trustee shall be an intended third-party beneficiary of this Agreement
and the Indenture Trustee shall be entitled to enforce the rights of the Issuer
hereunder for the benefit of the Bondholder.
9. Assignment. The Manager may not assign this Agreement (other than (i)
the assignment of the duties under this Agreement to one or more submanagers
approved by the Issuer or (ii) to a corporation or other organization which is a
successor by merger, consolidation or purchase of substantially all of the
assets of the Manager) unless such assignment is consented to in writing by both
the Issuer and the Indenture Trustee. Such an assignment, if so consented to,
shall bind the assignee hereunder in the same manner as the Manager is bound
hereunder. This Agreement shall not be assignable by the Issuer without the
consent of the Manager, except for assignment to the Indenture Trustee pursuant
to the Indenture and in the case of assignment to a corporation or other
organization which is a successor by merger, consolidation or purchase of
substantially all of the assets to the Issuer, in which case such successor
organization shall be bound hereunder and by the terms of said assignment in the
same manner as the Issuer is bound hereunder.
10. Heading. The section headings hereof have been inserted for convenience
and reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.
11. Amendments. This Agreement may not be amended, changed, modified or
terminated except in writing signed by Manager and the Issuer and unless
approved by the Indenture Trustee, such approval not to be unreasonably
withheld.
12. Governing Law. This Agreement shall be governed by and construed under
the substantive laws of the State of New York applicable to agreements made and
to be performed in the State of New York and the obligations, rights and
remedies of the parties hereto shall be determined in accordance with such laws.
13. Notices. All notices, requests and other communications permitted or
required hereunder shall be in writing and shall be deemed to have been duly
given when received.
If to Manager to:
American Residential Investment Trust, Inc.
445 Marine View Avenue, Suite 230
Del Mar, CA 92014
Attention: President
If to the Issuer to:
American Residential Eagle Bond Trust 1998-1
c/o Wilmington Trust Company as Owner Trustee
Rodney Square North
1100 N. Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration
14. Counterparts. This Agreement may be executed in one or more
counterparts, any of which shall constitute an original as against any party
whose signature appears on it, and all of which shall together constitute a
single instrument. This Agreement shall become binding when one or more
counterparts, individually or taken together, bear the signatures of all
parties.
15. Limitation of Liability of Wilmington Trust Company. It is expressly
understood and agreed by the parties hereto that (a) this Agreement is executed
and delivered in the name and on behalf of the Issuer by Wilmington Trust
Company, not individually or personally but solely as owner trustee of American
Residential Eagle Bond Trust 1998-1, in the exercise of the powers and authority
conferred and vested in it under the Trust Agreement, (b) each of the
representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as a personal representation, undertaking and
agreement by Wilmington Trust Company but is made solely in the name and on
behalf of the Issuer and intended for the purpose of binding only the Issuer,
(c) nothing herein contained shall be construed as creating any liability on the
part of Wilmington Trust Company, other than any liability in connection
herewith arising out of its gross negligence, bad faith or willful misconduct,
and (d) under no circumstances shall Wilmington Trust Company be personally
liable for the payment of any indebtedness or expenses of the Issuer or be
liable for the breach or failure of any obligation, representation, warranty or
covenant made or undertaken by the Issuer under this Agreement or the other
Operative Documents or otherwise.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day first above written.
AMERICAN RESIDENTIAL RESIDENTIAL
INVESTMENT TRUST, INC.
By____________________________________
Name:
Title:
AMERICAN RESIDENTIAL EAGLE BOND
TRUST 1998-1
By: Wilmington Trust Company,
not in its individual capacity
but solely as Owner Trustee
By_______________________________
Name:
Title:
EXECUTION
MASTER SERVICING AGREEMENT
Dated as of June 1, 1998
among
AMERICAN RESIDENTIAL EAGLE BOND TRUST 1998-1, Issuer,
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, Master Servicer
and
FIRST UNION NATIONAL BANK, Trustee
Relating to the Mortgage Loans
Pledged as Collateral for the Issuer's
Collateralized Callable Mortgage Bonds,
in the Aggregate Initial
Principal Amount of $456,822,000
TABLE OF CONTENTS
-----------------
Page
----
PRELIMINARY STATEMENT
Section 1. Defined Terms................................................ 1
Section 2. Mortgage Documents........................................... 15
(a) Trustee to Retain Possession of Documents through
Custodians............................................. 15
(b) Trustee and Custodians to Cooperate; Release of
Trustee Mortgage Files................................. 19
(c) Representations, Warranties and Covenants of the
Master Servicer, the Seller and the Issuer............. 20
(d) Covenants of the Master Servicer....................... 23
Section 3. General Duties of the Master Servicer........................ 23
(a) Master Servicer to Master Service Mortgage Loans....... 23
(b) Servicing; Enforcement of the Obligations of
Servicers.............................................. 23
(c) Successor Servicers.................................... 24
(d) Reserved............................................... 25
(e) Rights of the Issuer and the Trustee in Respect of
the Master Servicer.................................... 25
(f) Trustee to Act as Master Servicer...................... 25
(g) Collection of Mortgage Loan Payments; Bond Account;
Distribution Account................................... 26
(h) Determination of LIBOR................................. 29
(i) Master Servicer Monthly Data........................... 30
(j) Standard Hazard and Flood Insurance Policies........... 32
(k) Presentment of Claims and Collection of Proceeds....... 33
(l) Maintenance of the Primary Mortgage Insurance
Policies............................................... 33
(m) "Due-on-Sale" Clauses; Assumption Agreements........... 34
(n) Realization Upon Defaulted Mortgage Loans.............. 34
(o) REO Property........................................... 34
(p) Collection of Taxes, Assessments and Similar Items..... 35
(q) Annual Officer's Certificate as to Compliance.......... 35
(r) Annual Independent Public Accountants' Servicing
Statement; Financial Statements........................ 36
(s) Master Servicer Fidelity Bond and Master Servicer
Errors and Omissions Insurance Policy.................. 37
(t) Access to Certain Documentation and Indemnification.... 37
(u) Solicitation of Bids................................... 37
Section 4. Advances .................................................... 38
Section 5. Master Servicing Compensation and Expenses................... 38
(a) Master Servicer Compensation........................... 38
(b) Servicer Compensation.................................. 38
Section 6. Master Servicer.............................................. 39
(a) Liabilities of the Master Servicer..................... 39
(b) Merger or Consolidation of the Master Servicer......... 39
(c) Resignation of Master Servicer......................... 39
(d) Assignment or Delegation of Duties by the Master
Servicer............................................... 39
(e) Limitation on Liability of the Master Servicer and
Others................................................. 40
Section 7. Master Servicing Default; Termination and Liabilities........ 41
(a) Master Servicing Default............................... 41
(b) Trustee to Act; Appointment of Successor............... 43
(c) Notification to Bondholders............................ 44
Section 8. Miscellaneous................................................ 44
(a) Term of Master Servicing Agreement..................... 44
(b) Assignment............................................. 44
(c) Notices................................................ 44
(d) Governing Law.......................................... 45
(e) Amendments............................................. 45
(f) Severability........................................... 46
(g) No Joint Venture....................................... 46
(h) Execution in Counterparts.............................. 46
(i) Limitation of Liability of Wilmington Trust Company.... 46
(j) Noncompetition Covenants............................... 46
SCHEDULE I - Schedule of Mortgage Loans
SCHEDULE II - Representations and Warranties of the Master Servicer
SCHEDULE III - Representations and Warranties as to the Mortgage Loans
SCHEDULE IV - Representations and Warranties of the Issuer
SCHEDULE V - Servicing Agreements
SCHEDULE VI - Payment Schedule - June 25, 1998
SCHEDULE VII - Purchase and Sale Agreements
MASTER SERVICING AGREEMENT
--------------------------
THIS MASTER SERVICING AGREEMENT is made and entered into as of June 1,
1998, by and among American Residential Eagle Bond Trust 1998-1, a statutory
business trust formed under the laws of the State of Delaware (the "Issuer"),
Norwest Bank Minnesota, National Association ("Norwest"), a national banking
association (the "Master Servicer") and First Union National Bank, a national
banking association (in its capacity as bond trustee under the Indenture
referred to below, the "Trustee").
PRELIMINARY STATEMENT
The Issuer was formed for the purpose of issuing bonds secured by
mortgage collateral. The Issuer has entered into a trust indenture, dated as
of June 1, 1998 (the "Indenture"), between the Issuer and the Trustee,
pursuant to which the Issuer intends to issue its Collateralized Callable
Mortgage Bonds, in the aggregate initial principal amount of $456,822,000 (the
"Bonds"). Pursuant to the Indenture, as security for the indebtedness
represented by such Bonds, the Issuer is and will be pledging to the Trustee,
or granting the Trustee a security interest in, among other things, certain
Mortgage Loans, its rights under this Agreement, the Servicing Agreements, the
Mortgage Loan Purchase Agreement, the Bond Account, the Distribution Account
and certain Insurance Policies (as each such term is defined herein).
The parties desire to enter into this Agreement to provide, among other
things, for the master servicing of the Mortgage Loans by the Master Servicer.
The Master Servicer acknowledges that, in order further to secure the Bonds,
the Issuer is and will be granting to the Trustee a security interest in,
among other things, its rights under this Agreement, and the Master Servicer
agrees that all covenants and agreements made by the Master Servicer herein
with respect to the Mortgage Loans shall also be for the benefit and security
of the Trustee and Holders of the Bonds. For its services hereunder, the
Master Servicer will receive a Master Servicing Fee (as defined herein).
American Residential Investment Trust, Inc. (the "Seller") has entered
into Servicing Agreements (as defined herein) with Servicers (as defined
herein) to perform, as independent contractors, servicing functions with
respect to the Mortgage Loans. For its services under a Servicing Agreement,
each Servicer will receive a Servicing Fee (as provided therein) with respect
to each Mortgage Loan serviced by it thereunder.
In addition, the Issuer will enter into a Management Agreement, dated as
of the date hereof, with the Seller (in such capacity, the "Manager"),
pursuant to which the Manager will conduct certain operations of the Issuer.
Actions by or required of the Issuer hereunder may be performed on its behalf
by the Manager or any sub-manager appointed to act for the Issuer.
1. DEFINED TERMS.
Except as otherwise specified or as the context may otherwise require,
the following terms have the respective meanings set forth below for all
purposes of this Agreement, and the definitions of such terms are applicable
to the singular as well as the plural forms of such terms and to the masculine
as well as to the feminine and neuter genders of such terms. Capitalized terms
that are used but not defined in this Agreement and which are defined in the
Indenture have the meanings assigned to them therein.
"ADJUSTED NET MORTGAGE RATE" means, as to each Mortgage Loan and at any
time, the per annum rate equal to the Mortgage Rate less the sum of the Master
Servicing Fee Rate and the related Servicing Fee Rate.
"ADJUSTMENT DATE" means, as to any Mortgage Loan, a date on which the
related Mortgage Rate adjusts pursuant to the terms thereof.
"ADVANCE" means any advance of a payment of principal and interest due on
a Mortgage Loan required to be made by a Servicer with respect to any
Distribution Date pursuant to the related Servicing Agreement.
"AGREEMENT" means this Master Servicing Agreement, as the same may be
amended or supplemented from time to time.
"AMOUNT HELD FOR FUTURE DISTRIBUTION" means, as to any Distribution Date,
the aggregate amount held in the Bond Account at the close of business on the
related Calculation Date on account of (i) Principal Prepayments and
Liquidation Proceeds credited by the related Servicer as having been received
after the month prior to the month of such Distribution Date and (ii) all
Scheduled Payments due after the related Due Date.
"APPRAISED VALUE" means (i) with respect to a Mortgage Loan other than a
Refinancing Mortgage Loan, the lesser of (a) the value of the Mortgaged
Property based upon the appraisal made at the time of the origination of such
Mortgage Loan and (b) the sales price of the Mortgaged Property at the time of
the origination of such Mortgage Loan; or (ii) with respect to a Refinancing
Mortgage Loan, the value of the Mortgaged Property based upon the appraisal
made at the time of the origination of such Refinancing Mortgage Loan.
"BANKRUPTCY CODE" means the United States Bankruptcy Reform Act of 1978,
as amended from time to time.
"BOND ACCOUNT" means, with respect to the Bonds, the separate Eligible
Account created and maintained by the Master Servicer pursuant to Section 3(g)
with a depository institution in the name of the Master Servicer for the
benefit of the Trustee on behalf of the Bondholders and designated "Bond
Account - Norwest Bank Minnesota, National Association, in trust for the
registered holders of Collateralized Callable Mortgage Bonds."
"BONDHOLDER" or "HOLDER" means the Person in whose name a Bond is
registered in the Bond Register (as defined in the Indenture).
"BONDS" mean the Issuer's Collateralized Callable Mortgage Bonds, Class
A.
"BUSINESS DAY" means any day other than (i) a Saturday or a Sunday, or
(ii) a day on which banking institutions in the States of Maryland or
Minnesota or The City of New York or the city in which the Corporate Trust
Office (as defined in the Indenture) is located are authorized or obligated by
law or executive order to be closed.
"CALCULATION DATE" means, as to any Distribution Date, the second
Business Day prior to such Distribution Date.
"CERTIFICATE PAYING AGENT" means the Person acting in such capacity
pursuant to the Deposit Trust Agreement which shall initially be the Trustee.
"CERTIFICATES" means the Mortgage-Backed Certificates issued pursuant to
the Trust Agreement.
"CLASS A BONDS" means the Bonds issued under the Indenture.
"CLOSING DATE" means June 17, 1998.
"CODE" means the Internal Revenue Code of 1986, including any successor
or amendatory provisions.
"COMPANY" means American Residential Eagle, Inc., a Delaware corporation,
which, as of the Closing Date, owns all of the outstanding beneficial
interests in the Issuer.
"CONTROLLING CLASS" means the Class A Bonds.
"CUSTODIAL AGREEMENTS" means the agreements between the Trustee, the
Seller and each Custodian.
"CUSTODIAN" means Bankers Trust Company of California, N.A., and Chase
Bank of Texas, N.A., each as custodian under a Custodial Agreement.
"CUT-OFF DATE" means, with respect to the Mortgage Loans, May 1, 1998.
"CUT-OFF DATE PRINCIPAL BALANCE" means, as to any Mortgage Loan, the
Stated Principal Balance thereof as of the close of business on the Cut-off
Date.
"DEBT SERVICE REDUCTION" means, with respect to any Mortgage Loan, a
reduction in the Scheduled Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code which became
final and non-appealable, except such a reduction resulting from a Deficient
Valuation or any reduction that results in a permanent forgiveness of
principal.
"DEBT SERVICE REDUCTION MORTGAGE LOAN" means any Mortgage Loan that
became the subject of a Debt Service Reduction.
"DEFICIENT VALUATION" means, with respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then outstanding indebtedness under the Mortgage Loan, or
any reduction in the amount of principal to be paid in connection with any
Scheduled Payment that results in a permanent forgiveness of principal, which
valuation or reduction results from an order of such court which is final and
non-appealable in a proceeding under the Bankruptcy Code.
"DELETED MORTGAGE LOAN" has the meaning ascribed thereto in Section
2(c)(iv) hereof.
"DEPOSIT TRUST AGREEMENT" means the Deposit Trust Agreement, dated as of
June 1, 1998, between the Company and the Owner Trustee, as such Deposit Trust
Agreement may be amended or supplemented from time to time.
"DISTRIBUTION ACCOUNT" means the Eligible Account or Accounts created and
maintained with the Trustee pursuant to Section 8.02 of the Indenture, to
which shall be remitted from time to time certain of the funds the Master
Servicer has collected and deposited in the Bond Account with respect to the
Mortgage Loans, as required hereunder and under the Indenture.
"DISTRIBUTION ACCOUNT DEPOSIT DATE" means, as to any Distribution Date,
the Withdrawal Date with respect thereto.
"DISTRIBUTION DATE" means, with respect to the Bonds and the Investor
Certificate, the 25th day of each calendar month after the initial issuance of
the Bonds and the Investor Certificate or, if such 25th day is not a Business
Day, the next succeeding Business Day, commencing in June 1998.
"DUE DATE" means, with respect to each Distribution Date, the date on
which the monthly payment of principal and interest on such Mortgage Loan
became due during the period beginning on the second day of the month
preceding the month of such Distribution Date and ending on the first day of
the month of such Distribution Date.
"ELIGIBLE ACCOUNT" means any of (i) a segregated account or accounts
maintained with a federal or state chartered depository institution or trust
company the short-term unsecured debt obligations of which (or, in the case of
a depository institution or trust company that is the principal subsidiary of
a holding company, the debt obligations of such holding company, but only if
Moody's is not a Rating Agency) have the highest short-term ratings of each
Rating Agency at the time any amounts are held on deposit therein and the long
term debt obligations of which shall be rated AA or higher by S&P and Aa or
higher by Moody's, or (ii) a segregated trust account or accounts maintained
with the trust department of a federal or state chartered depository
institution or trust company, acting in its fiduciary capacity acceptable to
each Rating Agency, having capital and surplus not less than $100,000,000 or
(iii) any other account acceptable to each Rating Agency. Eligible Accounts
may bear interest, and may include, if otherwise qualified under this
definition, accounts maintained with the Master Servicer or the Trustee.
"ESCROW ACCOUNT" means the Eligible Account or Accounts established and
maintained pursuant to the applicable Servicing Agreement.
"FDIC" means the Federal Deposit Insurance Corporation, or any successor
thereto.
"FHLMC" means Freddie Mac, formerly known as the Federal Home Loan
Mortgage Corporation, a corporate instrumentality of the United States created
and existing under Title III of the Emergency Home Finance Act of 1970, as
amended, or any successor thereto.
"FIRREA" means the Financial Institutions Reform, Recovery and
Enforcement Act of 1989.
"FNMA" means Fannie Mae, formerly known as the Federal National Mortgage
Association, a federally chartered and privately owned corporation organized
and existing under the Federal National Mortgage Association Charter Act, or
any successor thereto.
"INDENTURE" means the trust indenture, dated as of the date hereof,
between the Issuer and the Trustee, as such Indenture may be amended or
supplemented from time to time in accordance with its terms.
"INDEPENDENT ACCOUNTANTS" shall have the meaning ascribed to such term
under the Indenture.
"INDEX" means, as to each Mortgage Loan, the index from time to time in
effect for the adjustment of the Mortgage Rate set forth as such on the
related Mortgage Note.
"INSURANCE POLICY" means, with respect to any Mortgage Loan, any primary
mortgage guaranty insurance policy or other insurance policy with respect to
the Mortgage Loans, including all riders and endorsements thereto in effect,
including any replacement policy or policies for any Insurance Policies.
"INSURANCE PROCEEDS" means proceeds paid by an insurer pursuant to any
Insurance Policy, other than any amount included in such Insurance Proceeds in
respect of Insured Expenses.
"INSURED EXPENSES" means amounts applied out of payments made by an
insurer under an Insurance Policy to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the applicable
Servicing Agreement.
"INVESTOR CERTIFICATE" shall have the meaning ascribed thereto in the
Deposit Trust Agreement.
"LIBOR" means, for each Accrual Period, the per annum rate established in
accordance with the provisions of Section 3(h) of this Agreement.
"LIBOR BUSINESS DAY" means a day on which banks are open for dealing in
foreign currency and exchange in London and New York City.
"LIBOR DETERMINATION DATE" means the second LIBOR Business Day prior to
the commencement of each Accrual Period for the Class A Bonds after the
initial Accrual Period.
"LIQUIDATED MORTGAGE LOAN" means with respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) which was liquidated in
the calendar month preceding the month of such Distribution Date and as to
which the Master Servicer has certified (in accordance with this Agreement)
that it has received all amounts it expects to receive in connection with the
liquidation of such Mortgage Loan including the final disposition of an REO
Property.
"LIQUIDATION PROCEEDS" means amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise
or amounts received in connection with any condemnation or partial release of
a Mortgaged Property and any other proceeds received in connection with an REO
Property, less the sum of related unreimbursed Master Servicing Fees,
Servicing Fees, Master Servicer Advances, Servicing Advances and Advances and
net of any other unreimbursed expenses incurred in connection with liquidation
or foreclosure.
"LOAN-TO-VALUE RATIO" means, with respect to any Mortgage Loan and as to
any date of determination, the fraction (expressed as a percentage) the
numerator of which is the principal balance of the related Mortgage Loan at
such date of determination and the denominator of which is the Appraised Value
of the related Mortgaged Property.
"MANAGEMENT AGREEMENT" means the management agreement dated as of June 1,
1998 between the Issuer and the Seller, as Manager.
"MANAGEMENT FEE" means the compensation payable to the Seller under the
Management Agreement which shall equal $1,000 per month.
"MARGIN" means as to each Mortgage Loan, the percentage amount set forth
on the related Mortgage Note which is to be added to the Index in calculating
the Mortgage Rate thereon.
"MASTER SERVICER" means Norwest Bank Minnesota, National Association, a
national banking association, and its successors and assigns, in its capacity
as master servicer hereunder.
"MASTER SERVICER ADVANCE" means the payment required to be made by the
Master Servicer with respect to any Distribution Date pursuant to Section 4,
the amount of any such payment being equal to the aggregate of payments of
principal and interest (net of the Master Servicing Fee and the applicable
Servicing Fee and net of any net income in the case of any REO Property) on
the Mortgage Loans that were due on the related Due Date and not received as
of the close of business on the related Calculation Date, less the aggregate
amount of any such delinquent payments that the Master Servicer has determined
would constitute a Nonrecoverable Advance if advanced.
"MASTER SERVICER ADVANCE DATE" means as to any Distribution Date, the
Withdrawal Date prior to such Distribution Date.
"MASTER SERVICING DEFAULT" means a master servicing default as described
under Section 7(a) of this Agreement.
"MASTER SERVICING FEE" means as to any Distribution Date, the amount
specified in Section 5(a) of this Agreement.
"MASTER SERVICING FEE RATE" means, with respect to each Mortgage Loan,
0.0075% per annum.
"MAXIMUM RATE" means as to any Mortgage Loan, the maximum rate set forth
on the related Mortgage Note at which interest can accrue on such Mortgage
Loan.
"MINIMUM RATE" means as to any Mortgage Loan, the minimum rate set forth
on the related Mortgage Note at which interest can accrue on such Mortgage
Loan.
"MOODY'S" means Moody's Investors Service, Inc., or any successor
thereto. If Moody's is designated as a Rating Agency in the Indenture, for
purposes of Section 9(c) the address for notices to Moody's shall be Moody's
Investors Service, Inc., 99 Church Street, New York, New York 10007,
Attention: Residential Pass-Through Monitoring, or such other address as
Moody's may hereafter furnish to the Issuer and the Master Servicer.
"MORTGAGE" means the mortgage, deed of trust or other instrument creating
a first lien on an estate in fee simple or leasehold interest in real property
securing a Mortgage Note.
"MORTGAGE DOCUMENTS" mean the mortgage documents pertaining to a
particular Mortgage Loan and delivered to the related Custodian pursuant to
this Agreement and the related Custodial Agreement.
"MORTGAGE LOAN" means such of the mortgage loans granted by the Issuer to
the Trustee under the Indenture as security for the Bonds, as from time to
time are held as part of the Trust Estate (including any REO Property), the
Mortgage Loans so held being identified in the Schedule of Mortgage Loans,
notwithstanding foreclosure or other acquisition of title of the related
Mortgaged Property.
"MORTGAGE LOAN PURCHASE AGREEMENT" means the mortgage loan purchase
agreement dated as of June 1, 1998 among the Seller, the Company and the
Issuer.
"MORTGAGE NOTE" means the original executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.
"MORTGAGE RATE" means the annual rate of interest borne by a Mortgage
Note from time to time.
"MORTGAGED PROPERTY" means the underlying property securing a Mortgage
Loan.
"MORTGAGOR" means the obligor(s) on a Mortgage Note.
"NET MORTGAGE RATE" means, as to any Mortgage Loan and Distribution Date,
the related Mortgage Rate as of the Due Date in the month preceding the month
of such Distribution Date reduced by the related Expense Fee Rate.
"NONRECOVERABLE ADVANCE" means any portion of an Advance or Master
Servicer Advance previously made or proposed to be made by the related
Servicer or the Master Servicer, as the case may be, that, in the good faith
judgment of the related Servicer or such Master Servicer, will not be
ultimately recoverable from the related Mortgagor, related Liquidation
Proceeds or otherwise.
"OFFICER'S CERTIFICATE" means a certificate (i) signed by the Chairman of
the Board, the Vice Chairman of the Board, the President, a Managing Director,
a Vice President (however denominated), an Assistant Vice President, the
Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant
Secretaries of the Master Servicer, or (ii) if provided for in this Agreement,
signed by a Servicing Officer, as the case may be, and delivered to the
Trustee as required by this Agreement.
"OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for a Servicer, the Master Servicer or the Issuer, as applicable,
including, in-house counsel, reasonably acceptable to the Trustee. Except as
specifically provided herein, no Opinion of Counsel shall be at the expense of
the Master Servicer.
"ORIGINAL CLASS A PRINCIPAL AMOUNT" means $456,822,000.
"ORIGINAL MORTGAGE LOAN" means the Mortgage Loan refinanced in connection
with the origination of a Refinancing Mortgage Loan.
"ORIGINAL POOL PRINCIPAL BALANCE" means the Pool Principal Balance as of
the Cut-off Date which is equal to $463,075,879.91.
"OTS" means the Office of Thrift Supervision.
"OUTSTANDING" shall have the meaning ascribed thereto in the Indenture.
"OUTSTANDING MORTGAGE LOAN" means, as of any Due Date, a Mortgage Loan
with a Stated Principal Balance greater than zero which was not the subject of
a Principal Prepayment in Full prior to such Due Date and which did not become
a Liquidated Mortgage Loan prior to such Due Date.
"OWNER TRUSTEE" means Wilmington Trust Company, a Delaware banking
corporation, not in its individual capacity but solely as Owner Trustee under
the Deposit Trust Agreement, until a successor Person shall have become the
Owner Trustee pursuant to the applicable provisions of the Deposit Trust
Agreement, and thereafter "Owner Trustee" shall mean such successor Person.
"PERIODIC RATE CAP" means, as to any Mortgage Loan and any Adjustment
Date, the maximum allowable percent increase to the related Mortgage Rate on
any such Adjustment Date, as specified in the related Mortgage Note.
"PERMITTED INVESTMENTS" means, at the time, any one or more of the
following obligations and securities.
(i) obligations of the United States or any agency thereof, provided
such obligations are backed by the full faith and credit of the United
States;
(ii) general obligations of or obligations guaranteed by any state
of the United States or the District of Columbia receiving the highest
long-term debt rating of each Rating Agency;
(iii) commercial paper which is then receiving the highest
commercial paper rating of each Rating Agency;
(iv) certificates of deposit, demand or time deposits, or bankers'
acceptances issued by any depository institution or trust company
incorporated under the laws of the United States or of any state thereof
and subject to supervision and examination by federal and/or state
banking authorities, provided that the commercial paper and/or long-term
unsecured debt obligations of such depository institution or trust
company (or in the case of the principal depository institution in a
holding company system, the commercial paper or long-term unsecured debt
obligations of such holding company, but only if Moody's Investors
Service, Inc. ("Moody's") is a Rating Agency) are then rated one of the
two highest long-term and the highest short-term ratings of each Rating
Agency for such securities;
(v) demand or time deposits or certificates of deposit issued by any
bank or trust company or savings institution to the extent such deposits
are fully insured by the FDIC;
(vi) repurchase obligations with respect to any security described
in clauses (i) above, in either case entered into with a depository
institution or trust company (acting as principal) described in clause
(iv) above;
(vii) securities (other than stripped bonds, stripped coupons or
instruments sold at a purchase price in excess of 115% of the face amount
thereof) bearing interest or sold at a discount issued by any corporation
incorporated under the laws of the United States or any state thereof
which have the highest rating of each Rating Agency (except if the Rating
Agency is Moody's, such rating shall be the highest commercial paper
rating of Moody's for any such securities);
(viii) interests in any money market fund which invests only in
other Permitted Investments which at the date of acquisition of the
interests in such fund and throughout the time such interests are held in
such fund has the highest applicable rating by each applicable Rating
Agency;
(ix) short term investment funds which invest only in other
Permitted Investments sponsored by any trust company or national banking
association incorporated under the laws of the United States or any state
thereof which are rated by each applicable Rating Agency in their
respective highest applicable rating category;
(x) such other investments having a specified stated maturity and
bearing interest or sold at a discount acceptable to each applicable
Rating Agency as will not result in a change in the rating then assigned
to the Bonds by each Rating Agency, as evidenced by a signed writing
delivered by each Rating Agency; and
(xi) any mutual fund, money market funds, common trust fund or other
pooled investment vehicle, the assets of which are limited to instruments
that otherwise would constitute Permitted Investments hereunder,
including any fund managed by the Master Servicer or any affiliate of the
Master Servicer or any fund to which the Master Servicer or any affiliate
of the Master Servicer acts as an advisor, provided that such fund has
the highest applicable rating by each Rating Agency,
provided, that no such instrument shall be a Permitted Investment if
--------
(i) such instrument evidences the right to receive interest only payments
with respect to the obligations underlying such instrument or (ii) such
instrument would require the Issuer to register as an investment company
under the Investment Company Act of 1940, as amended.
"PERSON" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government, or any agency or political
subdivision thereof.
"POOL PRINCIPAL BALANCE" means, with respect to any Distribution Date,
the aggregate of the Stated Principal Balances of the Mortgage Loans which
were Outstanding Mortgage Loans on the Due Date in the month preceding the
month of such Distribution Date.
"PREPAYMENT INTEREST SHORTFALL" means, as to any Distribution Date,
Mortgage Loan and Principal Prepayment, the amount, if any, by which one
month's interest at the related Mortgage Rate on such Principal Prepayment
exceeds the amount of interest paid in connection with such Principal
Prepayment.
"PRIMARY INSURANCE POLICY" means each policy of primary mortgage guaranty
insurance or any replacement policy therefor with respect to any Mortgage
Loan.
"PRINCIPAL AMOUNT" shall have the meaning ascribed thereto in the
Indenture.
"PRINCIPAL PREPAYMENT" means any payment of principal by a Mortgagor on a
Mortgage Loan that is received in advance of its scheduled Due Date and is not
accompanied by an amount representing scheduled interest due on any date or
dates in any month or months subsequent to the month of prepayment.
"PRINCIPAL PREPAYMENT IN FULL" means any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.
"PROSPECTUS SUPPLEMENT" means the Prospectus Supplement dated June 15,
1998 relating to the Bonds.
"PUD" means Planned Unit Development.
"PURCHASE PRICE" means, with respect to the purchase of any Mortgage Loan
from the Issuer an amount equal to the sum of (i) 100% of the unpaid principal
balance of the Mortgage Loan on the date of such purchase, and (ii) accrued
interest thereon at the applicable Mortgage Rate from the date through which
interest was last paid by the Mortgagor to the Due Date in the month prior to
the month in which the Purchase Price is to be distributed to Bondholders.
"QUALIFIED INSURER" means a mortgage guaranty insurance company duly
qualified as such under the laws of the state of its principal place of
business and each state having jurisdiction over such insurer in connection
with the insurance policy issued by such insurer, duly authorized and licensed
in such states to transact a mortgage guaranty insurance business in such
states and to write the insurance provided by the insurance policy issued by
it, approved as a FNMA- or FHLMC-approved mortgage insurer or having a claims
paying ability rating of at least "AA" or equivalent rating by a nationally
recognized statistical rating organization. Any replacement insurer with
respect to a Mortgage Loan must have at least as high a claims paying ability
rating as the insurer it replaces had on the Closing Date.
"RATING AGENCY" shall mean each of the Rating Agencies specified in the
Indenture. If any such organization or a successor is no longer in existence,
"Rating Agency" shall be such nationally recognized statistical rating
organization, or other comparable Person, as is designated by the Issuer,
notice of which designation shall be given to the Trustee. References herein
to a given rating or rating category of a Rating Agency shall mean such rating
category without giving effect to any modifiers.
"REALIZED LOSS" means, with respect to each Liquidated Mortgage Loan, an
amount (not less than zero or more than the Stated Principal Balance of the
Liquidated Mortgage Loan) as of the date of such liquidation, equal to (i) the
Stated Principal Balance of the Liquidated Mortgage Loan as of the date of
such liquidation, plus (ii) interest at the Adjusted Net Mortgage Rate from
the Due Date as to which interest was last paid or advanced (and not
reimbursed) to Bondholders up to the Due Date in the month prior to the month
in which Liquidation Proceeds are required to be distributed on the Stated
Principal Balance of such Liquidated Mortgage Loan from time to time, minus
(iii) the Liquidation Proceeds, if any, received during the month in which
such liquidation occurred, to the extent applied as recoveries of interest at
the Adjusted Net Mortgage Rate and to principal of the Liquidated Mortgage
Loan. With respect to each Mortgage Loan which has become the subject of a
Deficient Valuation, if the principal amount due under the related Mortgage
Note has been reduced, the difference between the principal balance of the
Mortgage Loan outstanding immediately prior to such Deficient Valuation and
the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan which has become the subject of
a Debt Service Reduction and any Distribution Date, the amount, if any, by
which the principal portion of the related Scheduled Payment has been reduced.
"REFINANCING MORTGAGE LOAN" means any Mortgage Loan originated in
connection with the refinancing of an existing mortgage loan.
"RELIEF ACT" means the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended.
"RELIEF ACT REDUCTIONS" means, with respect to any Distribution Date and
any Mortgage Loan as to which there has been a reduction in the amount of
interest collectible thereon for the most recently ended calendar month as a
result of the application of the Relief Act, the amount, if any, by which (i)
interest collectible on such Mortgage Loan for the most recently ended
calendar month is less than (ii) interest accrued thereon for such month
pursuant to the Mortgage Note.
"REO PROPERTY" means a Mortgaged Property acquired by the Trust Estate
through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Mortgage Loan.
"REPLACEMENT MORTGAGE LOAN" means a Mortgage Loan substituted for a
Deleted Mortgage Loan which must, on the date of such substitution, as
confirmed in a Request for Release, substantially in the form attached to the
related Custodial Agreement, (i) have a principal balance, after deduction of
the principal portion of the Scheduled Payment due in the month of
substitution, not in excess of, and not more than 20% less than, the Stated
Principal Balance of the Deleted Mortgage Loan; (ii) be accruing interest at a
rate no lower than and not more than 1.0% per annum higher than, that of the
Deleted Mortgage Loan and bear interest based on an Index that is Libor; (iii)
have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan;
(iv) have a Mortgage Rate not lower than, and not more than 1.0% per annum
higher than that of the Deleted Mortgage Loan; (v) have a remaining term to
maturity no greater than (and not more than 36 months less than) that of the
Deleted Mortgage Loan; and (vi) comply with each representation and warranty
set forth in Schedule III hereto.
"REQUEST FOR RELEASE" means the Request for Release submitted by a
Servicer or the Seller to the Trustee, substantially in one of the forms
attached to the related Custodial Agreement, as appropriate.
"REQUIRED INSURANCE POLICY" means with respect to any Mortgage Loan, any
insurance policy that is required to be maintained from time to time under the
related Servicing Agreement.
"SAIF" means the Savings Association Insurance Fund, or any successor
thereto.
"S&P" means Standard & Poor's Ratings Services, a division of McGraw-Hill
Inc. If S&P is designated as a Rating Agency in the Indenture, for purposes of
Section 8(c) the address for notices to S&P shall be Standard & Poor's Ratings
Group, 26 Broadway, 15th Floor, New York, New York 10004, Attention: Mortgage
Surveillance Monitoring, or such other address as S&P may hereafter furnish to
the Issuer and the Master Servicer.
"SCHEDULE OF MORTGAGE LOANS" means the schedule attached hereto as
Schedule I listing the Mortgage Loans to be master serviced by the Master
Servicer pursuant to this Agreement (as from time to time amended by the
Issuer to reflect the addition of Replacement Mortgage Loans and the deletion
of Deleted Mortgage Loans pursuant to the provisions of this Agreement and
Section 8.04 of the Indenture) pledged to the Trustee as part of the Trust
Estate and from time to time subject to this Agreement and the Indenture,
setting forth the following information with respect to each Mortgage Loan:
(i) the loan number;
(ii) the Mortgagor's name and the street address of the Mortgaged
Property, including the zip code;
(iii) the maturity date;
(iv) the original principal balance;
(v) the Original Pool Principal Balance;
(vi) the first payment date of the Mortgage Loan;
(vii) the Scheduled Payment in effect as of the Cut-off Date;
(viii) the Loan-to-Value Ratio at origination;
(ix) a code indicating whether the residential dwelling at the time
of origination was represented to be owner-occupied;
(x) a code indicating whether the residential dwelling is either (a)
a detached single family dwelling, (b) attached single family dwelling,
(c) a dwelling in a PUD, (d) a condominium unit, (e) a two- to four-unit
residential property or (f) a Cooperative Unit;
(xi) the Mortgage Rate in effect as of the Cut-off Date;
(xii) the Servicing Fee Rate;
(xiii) the Maximum Rate and the Minimum Rate;
(xiv) the Periodic Rate Cap;
(xv) the Adjustment Date;
(xvi) the Margin;
(xvii) the purpose for the Mortgage Loan; and
(xviii) the type of documentation program pursuant to which the
Mortgage Loan was originated.
Such schedule shall also set forth (a) the total of the amounts described
under (iv) and (vii) above and (b) the weighted average, weighted on the basis
of the Original Pool Principal Balance, of the amounts described under (xi)
and (xii) above, in each case for all of the Mortgage Loans and shall indicate
for each Mortgage Loan the applicable Custodian.
"SCHEDULED PAYMENT" means the scheduled monthly payment on a Mortgage
Loan due on any Due Date allocable to principal and/or interest on such
Mortgage Loan which, unless otherwise specified herein, shall give effect to
any related Debt Service Reduction and any Deficient Valuation that affects
the amount of the monthly payment due on such Mortgage Loan.
"SELLER" means American Residential Investment Trust, Inc., a Maryland
corporation, and its successors and assigns.
"SERVICER" means any person acting as the Servicer pursuant to a
Servicing Agreement.
"SERVICING ACCOUNT" means the separate Eligible Account or Accounts
created and maintained pursuant to each Servicing Agreement.
"SERVICING ADVANCES" means all customary, reasonable and necessary "out
of pocket" costs and expenses incurred in the performance by a Servicer of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, and (iii) the
management and liquidation of any REO Property.
"SERVICING AGREEMENT" means any agreement entered into by or assigned to
the Seller relating to servicing and/or administration of Mortgage Loans as
provided in Schedule V, including the Special Servicing Agreement.
"SERVICING FEE" means, as to each Mortgage Loan and any Distribution
Date, an amount equal to one month's interest at the applicable Servicing Fee
Rate on the Stated Principal Balance of such Mortgage Loan.
"SERVICING FEE RATE" means, with respect to any Mortgage Loan, the per
annum rate set forth in the Schedule of Mortgage Loans for such Mortgage Loan.
"SERVICING OFFICER" means any officer of the Master Servicer or any
Servicer involved in, or responsible for, the administration and servicing of
the Mortgage Loan whose name and facsimile signature appear on a list of
servicing officers furnished to the Trustee by the Master Servicer or any
Servicer on the Closing Date pursuant to this Agreement, as such list may from
time to time be amended.
"SPECIAL SERVICER" means Ocwen Federal Bank FSB, as servicer under the
Special Servicing Agreement.
"SPECIAL SERVICING AGREEMENT" means the Reconstituted Special Servicing
Agreement between Lehman Capital, A Division of Lehman Brothers Holdings,
Inc., the Seller and the Special Servicer dated as of June 1, 1998, as
assigned to the Trustee in respect of the Mortgage Loans and as amended and
supplemented from time to time.
"STATED MATURITY" shall have the meaning ascribed thereto in the
Indenture.
"STATED PRINCIPAL BALANCE" means, as to any Mortgage Loan and Due Date,
the unpaid principal balance of such Mortgage Loan as of such Due Date as
specified in the amortization schedule at the time relating thereto (before
any adjustment to such amortization schedule by reason of any moratorium or
similar waiver or grace period) after giving effect to any previous partial
Principal Prepayments and Liquidation Proceeds allocable to principal (other
than with respect to any Liquidated Mortgage Loan) and to the payment of
principal due on such Due Date and irrespective of any delinquency in payment
by the related Mortgagor.
"SUBSTITUTION AMOUNT" has the meaning ascribed to such term pursuant to
Section 2(c)(iv).
"TRUST AGREEMENT" means the Trust Agreement, dated as of June 1, 1998,
between the Company and the Certificate Trustee, as such Trust Agreement may
be amended or supplemented from time to time.
"TRUST ESTATE" shall have the meaning ascribed to such term in the
Indenture.
"TRUST RECEIPT" means, as applicable, either the Initial Trust Receipt in
the form of Exhibit One-A to a Custodial Agreement or the Final Trust Receipt
in the form of Exhibit One-B to a Custodial Agreement.
"TRUSTEE MORTGAGE FILE" means, with respect to each Mortgage Loan, the
original documents and instruments relating thereto to be retained in the
custody and possession of the related Custodian pursuant to the related
Custodial Agreement.
"WEIGHTED AVERAGE NET MORTGAGE RATE" means, as to any Distribution Date,
the weighted average of the Net Mortgage Rates weighted on the basis of the
Stated Principal Balances of the Mortgage Loans as of the related Due Date.
"WITHDRAWAL DATE" means, with respect to a Distribution Date, one
Business Day prior to such Distribution Date.
2. MORTGAGE DOCUMENTS.
(a) Trustee to Retain Possession of Documents through Custodians.
--------------------------------------------------------------
(i) Concurrently with the execution and delivery hereof, the
Issuer has pledged, transferred and assigned to the Trustee for the
benefit of the Bondholders and to the Certificate Trustee for the
benefit of the Certificateholders for so long as all of the Bonds
are held by the Certificate Trustee, as collateral for the payment
of principal and interest on the Bonds, all right, title and
interest of the Issuer in and to the Trust Estate for the Bonds,
including the Mortgage Loans. Prior to or contemporaneous with the
execution of this Agreement, or within the applicable time periods
specified below, the Issuer shall have delivered or caused to be
delivered to the applicable Custodian, with respect to each Mortgage
Loan, all originals of the Mortgage Documents and any other
instruments relating thereto specified in the related Custodial
Agreements, including each item in the Trustee Mortgage File.
In the event that in connection with any Mortgage Loan the
Issuer cannot deliver (A) the original recorded Mortgage, (B) all
interim recorded assignments or (C) the lender's title policy
(together with all riders thereto) satisfying the requirements set
forth in the Custodial Agreements, concurrently with the execution
and delivery hereof, the Issuer shall promptly deliver to the
applicable Custodian, in accordance with the terms and conditions of
the related Custodial Agreement, (x) in the case of (A) or (B)
above, such original Mortgage or such interim assignment, as the
case may be, with evidence of recording indicated thereon upon
receipt thereof from the public recording office, or a copy thereof,
certified, if appropriate, by the relevant recording office, but in
no event shall any such delivery of the original Mortgage Loan and
each such interim assignment or a copy thereof, certified, if
appropriate, by the relevant recording office, be made later than 90
days following the Closing Date, or, (y) in the case of (C) above,
such title policy, no later than 90 days following the Closing Date;
provided, however, that in the event the Issuer is unable to deliver
-------- -------
by such date each Mortgage and each such interim assignment by
reason of the fact that any such documents have not been returned by
the appropriate recording office, or, in the case of each such
interim assignment, because the related Mortgage has not been
returned by the appropriate recording office, the Issuer shall
deliver such documents to the related Custodian as promptly as
possible upon receipt thereof and, in any event, within 180 days
following the Closing Date. The Issuer shall forward or cause to be
forwarded to the related Custodian (I) from time to time additional
original documents evidencing an assumption or modification of a
Mortgage Loan and (II) any other documents required to be delivered
by the Issuer to a Custodian. In the event that the original
Mortgage is not delivered and in connection with the payment in full
of the related Mortgage Loan the public recording office requires
the presentation of a "lost instruments affidavit and indemnity" or
any equivalent document, because only a copy of the Mortgage can be
delivered with the instrument of satisfaction or reconveyance, the
Issuer shall execute and deliver or cause to be executed and
delivered such a document to the public recording office. In the
case where a public recording office retains the original recorded
Mortgage or in the case where a Mortgage is lost after recordation
in a public recording office, the Issuer shall deliver to the
related Custodian a copy of such Mortgage certified by such public
recording office to be a true and complete copy of the original
recorded Mortgage.
As promptly as practicable subsequent to the Issuer's pledge,
transfer and assignment, and in any event within thirty (30) days
thereafter, the Issuer shall (X) affix the Trustee's name to each
assignment of Mortgage, as the assignee thereof, (Y) cause such
assignment to be in proper form for recording in the appropriate
public office for real property records within thirty (30) days
after receipt thereof and (Z) cause to be delivered for recording in
the appropriate public office for real property records the
assignments of the Mortgages to the Trustee, except that, with
respect to any assignment of a Mortgage as to which the Issuer has
not received the information required to prepare such assignment in
recordable form, the Issuer's obligation to do so and to deliver the
same for such recording shall be as soon as practicable after
receipt of such information and in any event within thirty (30) days
after the receipt thereof, and the Issuer need not cause to be
recorded any assignment which relates to a Mortgage Loan the
Mortgage Property relating to which is located in any jurisdiction
under the laws of which, as evidenced by an Opinion of Counsel from
local counsel, delivered by the Issuer (at the Issuer's expense) to
the Trustee in accordance with Section 3.11 of the Indenture, the
recordation of such assignment is not necessary to protect the
Trustee's and the Bondholders' interest in the related Mortgage
Loan; provided, however, notwithstanding the delivery of any legal
opinions, each assignment of Mortgage shall be recorded upon the
earliest to occur of (I) a default under the Indenture, or (II) any
bankruptcy, insolvency or foreclosure with respect to the related
Mortgagor.
In the case of Mortgage Loans that have been prepaid in full as
of the Closing Date, the Issuer, in lieu of delivering the above
documents to the related Custodian, will deposit in the Bond Account
the portion of such payment that is required to be deposited in the
Bond Account pursuant to Section 3(g).
Until the Bonds have been paid in full and the Issuer has
otherwise fulfilled its obligations under the Indenture, each
Custodian shall retain possession and custody of each Trustee
Mortgage File in accordance with and subject to the terms and
conditions set forth in the related Custodial Agreement, the
Indenture and this Agreement.
(ii) On the Closing Date, the Trustee shall receive a Trust
Receipt from each Custodian, whereby the Custodian acknowledges
receipt of the documents identified in the applicable Trust Receipt
and declares that it holds and will hold such documents and the
other documents delivered to it constituting the Trustee Mortgage
Files in trust for the exclusive use and benefit of the Trustee, as
the holder of the Trust Receipts acting on behalf of all present and
future Bondholders. The related Custodian acknowledges that it will
maintain possession of the Mortgage Notes in the State provided in
the applicable Custodial Agreement, unless otherwise permitted by
the Trustee and the Rating Agencies.
Each Custodian has agreed, pursuant to the related Custodial
Agreement, to execute and deliver on the Closing Date to the Issuer,
the Master Servicer, the Seller and the Trustee a Trust Receipt
constituting an initial such receipt in the form attached to the
related Custodial Agreement. Based on its review and examination
required by and in accordance with the applicable Custodial
Agreement, and only as to the documents identified in such initial
certification, the related Custodian acknowledges that such
documents appear regular on their face and relate to the specified
Mortgage Loan; provided that the related Custodian shall be under no
obligation to ascertain that, except as therein provided, any
information set forth in said Trust Receipt is accurate. Neither the
Trustee nor the related Custodian shall be under any duty or
obligation to inspect, review or examine said documents,
instruments, certificates or other papers to determine that the same
are genuine, enforceable or appropriate for the represented purpose
or that they have actually been recorded in the real estate records
or that they are other than what they purport to be on their face.
Not later than 180 days after the Closing Date, each Custodian
shall deliver to the Trustee the applicable Trust Receipt in final
form, with any applicable exceptions noted thereon.
If, in the course of its review, a Custodian finds any document
constituting a part of a Trustee Mortgage File which does not meet
the requirements of the applicable Custodial Agreement, such
Custodian shall list such as an exception in the Trust Receipt;
provided, however, that such Custodian shall not make any
-------- -------
determination as to whether (A) any endorsement is sufficient to
transfer all right, title and interest of the party so endorsing, as
noteholder or assignee thereof, in and to that Mortgage Note or (B)
that any assignment is in recordable form or is sufficient to effect
the assignment of and transfer to the assignee thereof under the
mortgage to which the assignment relates. Subject to the time
extensions for certain documents set forth in subclause (i) above,
the Seller shall promptly correct or cure such defect within 90 days
from the date it was so notified of such defect and, if the Seller
does not correct or cure such defect within such period, the Seller
shall either (I) substitute for the related Mortgage Loan a
Replacement Mortgage Loan, which substitution shall be accomplished
in the manner and subject to the conditions set forth in Section
2(c)(iv), or (II) purchase such Mortgage Loan from the Trustee
within 90 days from the date the Seller was notified of such defect
in writing at the Purchase Price of such Mortgage Loan. Any such
substitution pursuant to clause (I) above shall not be effected
prior to the delivery to the related Custodian of a Request for
Release. The Purchase Price for any such Mortgage Loan purchased
pursuant to clause (II) shall be deposited by the Seller in the Bond
Account on or prior to the applicable Withdrawal Date in the month
following the month of purchase and, upon the making of such deposit
and the delivery of related Request for Release, the related
Custodian shall release the related Trustee Mortgage File to the
Seller and shall execute and deliver at Issuer's request such
instruments of transfer or assignment prepared by the Issuer and the
Trustee, in each case without recourse, as shall be necessary to
vest in the Seller, or a designee, the Issuer's and the Trustee's
interest in any Mortgage Loan released pursuant hereto.
Each Custodian shall retain possession and custody of each
Trustee Mortgage File in accordance with and subject to the terms
and conditions set forth in the related Custodial Agreement. The
Issuer or the Trustee shall promptly deliver to the related
Custodian, upon the execution or receipt thereof, the originals of
such other documents or instruments constituting the Trustee
Mortgage File as come into the possession of the respective Issuer
or Trustee from time to time.
It is understood and agreed that the obligation of the Seller
to substitute for or to purchase any Mortgage Loan which does not
meet the requirements set forth in the related Custodial Agreement
shall constitute the sole remedy respecting such defect available to
the Trustee and any Bondholder against the Seller.
(b) Trustee and Custodians to Cooperate; Release of Trustee
---------------------------------------------------------------
Mortgage Files.
- --------------
(i) The Master Servicer hereby acknowledges that concurrently
with the execution of this Agreement, the Trustee has acquired and
holds a security interest in the Trustee Mortgage Files and in all
Mortgage Loans represented by such Trustee Mortgage Files and in all
funds now or hereafter held by, or under the control of, the Master
Servicer that are collected by the Master Servicer in connection
with the Mortgage Loans, whether as Scheduled Payments, as Principal
Prepayments, or as Liquidation Proceeds or Insurance Proceeds, and
in all proceeds of the foregoing and proceeds of proceeds (but
excluding any Master Servicing Fees and any other amounts or
reimbursements to which the Master Servicer is entitled under this
Agreement). The Master Servicer agrees that so long as the Mortgage
Loans are assigned to the Trustee, all Trustee Mortgage Files (and
any documents or instruments constituting a part of such files), and
such funds which come into the possession or custody of, or which
are subject to the control of, the Master Servicer shall be held by
the Master Servicer for and on behalf of the Trustee as the
Trustee's agent and bailee for purposes of perfecting the Trustee's
security interest therein, as provided by Section 9-305 of the
Uniform Commercial Code of the State in which such property is
located, or by other laws, as specified in Section 8.10 of the
Indenture. The Master Servicer hereby accepts such agency and
acknowledges that the Trustee, as secured party, will be deemed to
have possession at all times of all Trustee Mortgage Files and any
other documents or instruments constituting a part of such files,
such funds and other items for purposes of Section 9-305 of the
Uniform Commercial Code of the State in which such property may be
held by the Master Servicer. Notwithstanding such appointment of the
Master Servicer as agent, the Trustee agrees to execute all
satisfactions of Mortgages. The Master Servicer also agrees that it
shall not create, incur or subject any Trustee Mortgage File or
other documents relating to a Mortgage Loans which are in the
possession of the Master Servicer with respect to each Mortgage Loan
or any funds that are deposited in the Distribution Account, the
Bond Account, or any funds that otherwise are or may become due or
payable to the Trustee for the benefit of the Bondholders, to any
claim, lien, security interest, judgment, levy, writ of attachment
or other encumbrance (other than the claims of the Bondholders), or
assert by legal action or otherwise any claim or right of set-off
against any such Trustee Mortgage File or any funds collected or
held by, or under the control of, the Master Servicer from time to
time in respect of a Mortgage Loan.
(ii) Upon the payment in full of any Mortgage Loan, or the
receipt by a Servicer of a notification that payment in full will be
escrowed in a manner customary for such purposes, or for any other
servicing procedure to be performed in connection with a Mortgage
Loan, the related Servicer will immediately notify the Trustee by
delivering, or causing to be delivered, a Request for Release, all
in accordance with Section 8.08(c) of the Indenture. Upon receipt of
such request, the Trustee shall promptly notify the related
Custodian, who will release the related Trustee Mortgage File to the
Servicer in accordance with the terms of the applicable Custodial
Agreement. Subject to the further limitations set forth below, the
related Servicer shall cause the Trustee Mortgage File or documents
so released to be returned to the Trustee when the need therefor by
the related Servicer no longer exists, unless the Mortgage Loan is
liquidated and the proceeds thereof are deposited in the Bond
Account, in which case the related Servicer shall deliver to the
Trustee a Request for Release, signed by a Servicing Officer of the
related Servicer.
If the related Servicer at any time seeks to initiate a
foreclosure proceeding in respect of any Mortgaged Property as
authorized by the related Servicing Agreement, the related Servicer
shall deliver or cause to be delivered to the Trustee, for
signature, as appropriate, any court pleadings, requests for
trustee's sale or other documents necessary to effectuate such
foreclosure or any legal action brought to obtain judgment against
the Mortgagor on the Mortgage Note or the Mortgage or to obtain a
deficiency judgment or to enforce any other remedies or rights
provided by the Mortgage Note or the Mortgage or otherwise available
at law or in equity.
(c) Representations, Warranties and Covenants of the Master
--------------------------------------------------------------
Servicer, the Seller and the Issuer.
- ------------------------------------
(i) Norwest Bank Minnesota, National Association, in its
capacity as Master Servicer, hereby makes the representations and
warranties set forth in Schedule II hereto, and by this reference
incorporated herein, to the Issuer and the Trustee, as of the
Closing Date, or if so specified therein, as of the Cut-off Date.
(ii) The Seller has made in the Mortgage Loan Purchase
Agreement the representations and warranties as set forth in
Schedule III hereto, as of the Closing Date, or if so specified
therein, as of the Cut-off Date, and such representations and
warranties, and the obligations associated therewith, have been
assigned to the Issuer and the Trustee;
(iii) The Issuer hereby makes the representations and
warranties set forth in Schedule IV hereto, and by this reference
incorporated herein, to the Trustee and the Master Servicer, as of
the Closing Date.
(iv) Upon discovery by any of the parties hereto, of a breach
of a representation or warranty described in Section 2(c)(ii)
(without regard to any limitation regarding the knowledge of the
Seller contained therein) that materially and adversely affects the
value of any Mortgage Loan or the interests of the Bondholders in
any Mortgage Loan, the party discovering such breach shall give
prompt written notice thereof to the other parties. The Seller has
covenanted in the Mortgage Loan Purchase Agreement to comply with
the following: within 90 days of the earlier of its discovery or its
receipt of written notice from any party of a breach of any
representation or warranty (without regard to any limitation
regarding the knowledge of the Seller contained therein) made
pursuant to Section 2(c)(ii) which materially and adversely affects
the value of any Mortgage Loan or the interests of the Bondholders,
in any Mortgage Loan, the Seller shall cure such breach in all
material respects, and if such breach is not so cured, shall, (A)
remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust
Estate and substitute in its place a Replacement Mortgage Loan, in
the manner and subject to the conditions set forth in this Section
2(c); or (B) purchase the affected Mortgage Loan or Mortgage Loans
from the Issuer (with the Trustee releasing its lien thereon) at the
Purchase Price in the manner set forth below; provided, however,
that any such substitution pursuant to (A) above shall not be
effected prior to the delivery to the Trustee of a Request for
Release for the Deleted Mortgage Loan Trustee Mortgage File, and the
delivery to the applicable Custodian of the Trustee Mortgage File
for any such Replacement Mortgage Loan. The Seller shall promptly
reimburse the Trustee for any expenses reasonably incurred by the
Trustee in respect of enforcing the remedies for such breach.
With respect to the representations and warranties described in
this Section 2(c) which are made to the best of the Seller's
knowledge, if it is discovered by either the Issuer or the Trustee
that the substance of such representation and warranty is inaccurate
and such inaccuracy materially and adversely affects the value of
any Mortgage Loan, or the interests of the Bondholders therein,
notwithstanding the Seller's lack of knowledge with respect to the
substance of such representation or warranty, such inaccuracy shall
be deemed a breach of the applicable representation or warranty.
With respect to any Replacement Mortgage Loan or Loans, the
Seller shall deliver to the applicable Custodian for the benefit of
the Bondholders the Mortgage Note, the Mortgage, the related
assignment of the Mortgage, and such other documents and agreements
as are required by the applicable Custodial Agreement, with the
Mortgage Note endorsed and the Mortgage assigned as required by
Custodial Agreement. No substitution is permitted to be made in any
calendar month after the Withdrawal Date for such month. Scheduled
Payments due with respect to Replacement Mortgage Loans in the month
of substitution shall not be part of the Trust Estate and will be
retained by the Seller on the next succeeding Distribution Date. For
the month of substitution, Available Funds will include the monthly
payment due on any Deleted Mortgage Loans for such month and
thereafter the Seller shall be entitled to retain all amounts
received in respect of such Deleted Mortgage Loans.
The Issuer shall amend the Schedule of Mortgage Loans for the
benefit of the Bondholders to reflect the removal of such Deleted
Mortgage Loans and the substitution of the Replacement Mortgage
Loans and the Issuer shall deliver the amended Schedule of Mortgage
Loans to the Trustee. Upon such substitution, the Replacement
Mortgage Loans shall be subject to the terms of this Agreement in
all respects, and the Seller shall be deemed to have made with
respect to such Replacement Mortgage Loans, as of the date of
substitution, the representations and warranties made pursuant to
Section 2(c)(ii) with respect to such Mortgage Loans. Upon any such
substitution and the deposit to the Bond Account of the amount
required to be deposited therein in connection with such
substitution as described in the following paragraph, the Trustee
shall release the Trustee Mortgage File held for the benefit of the
Bondholders relating to such Deleted Mortgage Loans to the Seller
and shall execute and deliver at the Seller's direction such
instruments of transfer or assignment prepared by the Seller, in
each case without recourse, as shall be necessary to vest title in
the Seller, or its designee, the Trustee's interest in any Deleted
Mortgage Loan substituted for pursuant to this Section 2(c).
For any month in which the Seller substitutes one or more
Replacement Mortgage Loans for one or more Deleted Mortgage Loans,
the Seller will determine the amount (if any) by which the aggregate
principal balance of all such Replacement Mortgage Loans as of the
date of substitution is less than the aggregate Stated Principal
Balance of all such Deleted Mortgage Loans (after application of the
scheduled principal portion of the monthly payments due in the month
of substitution). The amount of such shortage (the "Substitution
Amount") shall be deposited into the Bond Account by the Seller on
or before the Distribution Account Deposit Date for the Distribution
Date in the month succeeding the calendar month during which the
related Mortgage Loan became replaced hereunder.
In the event that the Seller shall have purchased a Mortgage
Loan, the Purchase Price therefor shall be deposited in the Bond
Account pursuant to Section 3(g) and in compliance with the
provisions of Section 8.04 of the Indenture on or before the
Distribution Account Deposit Date for the Distribution Date in the
month following the month during which the Seller became obligated
hereunder to purchase or replace such Mortgage Loan and upon such
deposit of the Purchase Price and receipt of a Request for Release,
the Trustee shall release the related Trustee Mortgage File held for
the benefit of the Bondholders to the Seller, and the Trustee shall
execute and deliver at the Seller's direction such instruments of
transfer or assignment prepared by the Seller, in each case without
recourse, as shall be necessary to transfer title from the Trustee
pursuant to Sections 8.08(c) and 8.12 of the Indenture. It is
understood and agreed that the obligation under this Agreement of
the Seller to cure, purchase or replace any Mortgage Loan as to
which a breach has occurred and is continuing shall constitute the
sole remedy against the Seller respecting such breach available to
Bondholders or the Trustee on their behalf.
The representations and warranties made pursuant to this
Section 2(c) shall survive delivery of the respective Trustee
Mortgage Files to the Custodians for the Trustee for the benefit of
the Bondholders.
(d) Covenants of the Master Servicer.
--------------------------------
The Master Servicer hereby covenants to the Issuer and the Trustee that
no written information, certificate of an officer, statement furnished in
writing or written report delivered to the Issuer, any affiliate of the Issuer
or the Trustee and prepared by the Master Servicer pursuant to this Agreement
will contain any untrue statement of a material fact or omit to state a
material fact necessary to make such information, certificate, statement or
report not misleading.
3. GENERAL DUTIES OF THE MASTER SERVICER.
(a) Master Servicer to Master Service Mortgage Loans.
------------------------------------------------
The parties agree that, subject to the provisions of Section 7 hereof,
the Master Servicer shall master service the Mortgage Loans in accordance with
the terms of this Agreement. In that regard, the Master Servicer shall
supervise, administer, monitor and oversee the servicing of the Mortgage Loans
by each Servicer pursuant to the terms of its Servicing Agreement, on behalf
of the Issuer and the Trustee and for the benefit of the Bondholders, in
accordance with this Agreement and applicable laws and regulations and giving
due consideration to customary and usual standards of practice of prudent
mortgage lenders and master servicers. In addition, the Master Servicer shall
(i) oversee and consult with each Servicer as appropriate from time to time to
fulfill the Master Servicer's obligations hereunder, (ii) receive and review
all reports, information and other data and documents provided to the Master
Servicer by each Servicer and (iii) otherwise exercise its best efforts, as
more fully set forth in Section 3(b), to cause each Servicer to perform and
observe the covenants, obligations and conditions required to be performed
under its Servicing Agreement.
Subsections (j), (k), (l), (m), (n) and (p) of this Section 3 describe,
in summary form, provisions of the Servicing Agreements with the various
Servicers who will service the Mortgage Loans. To the extent that any
Servicing Agreement conflicts with the summaries set forth in this Agreement,
the provisions of the applicable Servicing Agreement will govern. These
subsections are for informational purposes only and do not establish
responsibilities and shall not be construed to impose any obligations or
duties on any Person, including, in particular, the Master Servicer or any
Servicer.
(b) Servicing; Enforcement of the Obligations of Servicers.
------------------------------------------------------
(i) The Seller has entered into or is the assignee of the
Servicing Agreements listed on Schedule V hereto, and on the Closing
Date it assigned all of its right, title and interest in and to such
Servicing Agreements to the Issuer. The Issuer, the Trustee and the
Bondholders, by their purchase and acceptance of the Bonds,
acknowledge and agree that the Mortgage Loans shall be serviced by
the Servicers in accordance with the terms and provisions of the
Servicing Agreements and authorize the Master Servicer to enforce
the Servicing Agreements pursuant to the terms of this Agreement.
The Seller has (A) provided to each Servicer notice of the
assignment of the related Servicing Agreement to the Issuer, in
accordance with the provisions of such Servicing Agreement, and of
the appointment of Norwest as Master Servicer hereunder, and has
instructed each Servicer to remit all amounts required to be paid to
the owner of the related Mortgage Loans under its Servicing
Agreement to the Master Servicer, and (B) has received from each
Servicer acknowledgement of such assignment and appointment and of
the Master Servicer's authority to enforce the related Servicing
Agreement on behalf of the Trust and such Servicer's agreement to
remit all such amounts to the Master Servicer.
(ii) (A) Each Servicing Agreement requires the applicable
Servicer to service the Mortgage Loans in accordance with the
provisions thereof. References in this Agreement to actions taken or
to be taken by the Master Servicer include actions taken or to be
taken by a Servicer on behalf of the Master Servicer. Any fees and
other amounts payable to such Servicers shall be deducted from
amounts remitted to the Master Servicer by the applicable Servicer
and shall not be an obligation of the Issuer or the Trust Estate. As
part of its master servicing activities hereunder, the Master
Servicer, for the benefit of the Trustee and the Bondholders, shall
use its best reasonable efforts to enforce the obligations of each
Servicer under the related Servicing Agreement, to the extent that
the non-performance of any such obligation would have material and
adverse effect on a Mortgage Loan. Such enforcement, including,
without limitation, the legal prosecution of claims, termination of
Servicing Agreements and the pursuit of other appropriate remedies,
shall be in such form and carried out to such an extent and at such
time as the Master Servicer, in its good faith business judgment,
would require were it the owner of the related Mortgage Loans;
provided, that, the Master Servicer shall be entitled to be
reimbursed for the costs and expenses associated with any such
enforcement (X) from a general recovery resulting from such
enforcement to the extent, if any, that such recovery exceeds all
amounts due in respect of the related Mortgage Loan, (Y) from a
specific recovery of costs, expenses or attorneys fees against the
party against whom such enforcement is directed, and (Z) if the
amounts described in the preceding clauses (X) and (Y) are
insufficient to reimburse the Master Servicer for all amounts so
advanced, then the outstanding amount of any such advance shall be
reimbursable out of amounts distributable to the Master Servicer out
of the Distribution Account pursuant to Section 2(b) of the
Indenture.
(c) Successor Servicers.
-------------------
(i) The Issuer as owner of the Mortgage Loans and the Trustee
as lienholder with respect thereto, pursuant to the Servicing
Agreements, hereby authorize and appoint the Master Servicer as
their agent to exercise all rights of the party entitled to exercise
ownership rights with respect to the Mortgage Loans in accordance
with the terms of the Servicing Agreements, including, without
limitation, the power to terminate the Servicing Agreements and the
related Servicers according to the terms and conditions of such
Servicing Agreements, without any limitation by virtue of this
Agreement; provided, however, that in the event of termination of
any Servicing Agreement by the Master Servicer or the related
Servicer, the Master Servicer shall either act as servicer of the
related Mortgage Loans in accordance with the terms of the related
Servicing Agreement (with such modifications as described in this
Agreement) or enter into a Servicing Agreement with a successor
Servicer acceptable to the Trustee which will be bound by the terms
of the related Servicing Agreement in accordance with the terms of
related Servicing Agreement (with such modifications as described in
this Agreement).
Notwithstanding the foregoing provisions to the extent
applicable to termination of the rights and obligations of the
Special Servicer, the Directing Holder, if any, shall have the
rights accorded to it under the Special Servicing Agreement.
(ii) If the Master Servicer acts as Servicer, it will not
assume liability for the representations and warranties of the
Servicer, if any, that it replaces. The Master Servicer shall use
reasonable efforts to have the successor Servicer assume liability
for the representations and warranties made by the terminated
Servicer in respect of the related Mortgage Loans, and in the event
of any such assumption by the successor Servicer, the Trustee or the
Master Servicer, as applicable, may, in the exercise of its business
judgment, release the terminated Servicer from liability for such
representations and warranties.
(iii) Notwithstanding the provisions of this Section 3 or of
any Servicing Agreement, the Master Servicer shall be under no
obligation, either as Master Servicer or as successor Servicer under
a Servicing Agreement, to purchase any Mortgage Loan.
(d) Reserved.
--------
(e) Rights of the Issuer and the Trustee in Respect of the
--------------------------------------------------------------
Master Servicer.
- ---------------
The Issuer may, but is not obligated to, enforce the obligations of the
Master Servicer hereunder and may, but is not obligated to, perform, or cause
a designee to perform, any defaulted obligation of the Master Servicer
hereunder and in connection with any such defaulted obligation to exercise the
related rights of the Master Servicer hereunder; provided that the Master
Servicer shall not be relieved of any of its obligations hereunder by virtue
of such performance by the Issuer or its designee. Neither the Trustee nor the
Issuer shall have any responsibility or liability for any action or failure to
act by the Master Servicer nor shall the Trustee or the Issuer be obligated to
supervise the performance of the Master Servicer hereunder or otherwise.
(f) Trustee to Act as Master Servicer.
---------------------------------
In the event that the Master Servicer shall for any reason no longer be
the Master Servicer hereunder (including by reason of a Master Servicing
Default), unless a successor Master Servicer acceptable to the Trustee has
been appointed, the Trustee or its successor shall thereupon assume all of the
rights and obligations of the Master Servicer hereunder arising thereafter,
except that the Trustee shall not be (i) liable for losses of the Master
Servicer pursuant to Section 3(g)(viii) or any acts or omissions of the
predecessor Master Servicer hereunder, (ii) obligated to make Servicing
Advances or Master Servicing Advances if it is prohibited from doing so by
applicable law, or (iii) deemed to have made any representations and
warranties of the Master Servicer hereunder. Any such assumption shall be
subject to Section 7(b). If the Master Servicer shall for any reason no longer
be the Master Servicer (including by reason of any Master Servicing Default),
unless a successor Master Servicer acceptable to the Trustee has been
appointed, the Trustee or its successor shall succeed to any rights of the
Master Servicer under this Agreement and any obligations of the Master
Servicer under this Agreement arising thereafter including, with respect to
the Servicing Agreements, all rights and obligations of the Master Servicer
related thereto as contemplated by Section 3(b).
(g) Collection of Mortgage Loan Payments; Bond Account;
---------------------------------------------------------------
Distribution Account.
- --------------------
(i) The Master Servicer shall make reasonable efforts to
collect all payments called for under the terms and provisions of
the Servicing Agreements from the related Servicers.
(ii) The Master Servicer shall establish and maintain a Bond
Account, which shall be an Eligible Account, into which the Master
Servicer shall deposit or cause to be deposited on a daily basis, or
to the extent same day deposit is unavailable, within one Business
Day of receipt, the following payments and collections remitted by
Servicers or received by it in respect of Mortgage Loans subsequent
to the Cut-off Date (other than in respect of principal and interest
due on the Mortgage Loans on or before the Cut-off Date) and the
following amounts required to be deposited hereunder:
(A) all payments on account of principal on the Mortgage
Loans, including Principal Prepayments and the principal
component of any Advance remitted to it by the Servicers;
(B) all payments on account of interest on the Mortgage
Loans, net of the sum of the related Servicing Fee, and the
interest component of any Advance remitted to it by the
Servicers;
(C) all Insurance Proceeds and Liquidation Proceeds;
(D) any other payments, collections and other amounts
remitted to it by a Servicer pursuant to the related Servicing
Agreement in respect of the Mortgage Loans, including
Compensating Interest;
(E) any amount required to be deposited by the Seller in
connection with any realized losses on Permitted Investments
pursuant to subclause (viii) of this Subsection;
(F) all Purchase Prices from the Seller or any other
person and all Substitution Amounts;
(G) all Master Servicing Advances made by the Master
Servicer pursuant to Section 4;
(H) any amount contributed by the Issuer to be used for
payment of principal and/or interest on the Bonds for any other
purpose identified by the Issuer; and
(I) any other amounts required to be deposited hereunder.
The foregoing requirements for remittance by the Master
Servicer shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the
nature of late payment charges or assumption fees, but excluding
prepayment penalties, if collected, need not be remitted by the
Master Servicer. In the event that the Master Servicer shall remit
any amount not required to be remitted, it may at any time withdraw
or direct the institution maintaining the Bond Account to withdraw
such amount from the Bond Account, any provision herein to the
contrary notwithstanding. The Master Servicer shall maintain
adequate records with respect to all withdrawals made pursuant to
this subsection. All funds deposited in the Bond Account shall be
held in trust for the Bondholders until withdrawn in accordance with
the subclauses of this subsection.
(iii) The Master Servicer may from time to time make
withdrawals from the Bond Account for the following purposes:
(A) to pay the Master Servicer the Master Servicing Fee
and to reimburse the Master Servicer or Servicer, as
applicable, for unreimbursed Master Servicer Advances,
Advances, or Servicing Advances made by it, such right of
reimbursement pursuant to this subclause being limited to
amounts received on the Mortgage Loan(s) (including Insurance
Proceeds and Liquidation Proceeds) in respect of which any such
Master Servicer Advance, Advance or Servicing Advance was made;
(B) to reimburse the related Servicer or Master Servicer
for any Nonrecoverable Advance previously made;
(C) to pay to the purchaser, with respect to each Mortgage
Loan or property acquired in respect thereof that has been
purchased pursuant to any Section of this Agreement, all
amounts received thereon after the date of such purchase,
except as otherwise herein provided;
(D) to withdraw any amount deposited in the Bond Account
and not required to be deposited therein;
(E) to withdraw investment earnings payable to the Master
Servicer;
(F) on each Withdrawal Date to withdraw the Interest
Remittance Amount and the Principal Remittance Amount for such
Distribution Date, to the extent on deposit, and remit such
amount to the Distribution Account; and
(G) to clear and terminate the Bond Account upon
termination of this Agreement pursuant to Section 8(a).
The Master Servicer shall keep and maintain separate
accounting, on a Mortgage Loan by Mortgage Loan basis, for the
purpose of justifying any withdrawal from the Bond Account pursuant
to such subclauses (A), (B) and (D). Prior to making any withdrawal
from the Bond Account pursuant to subclause (B), the Master Servicer
shall deliver to the Trustee an Officer's Certificate of a Servicing
Officer indicating the amount of any previous Master Servicer
Advance, Advance, or Servicing Advance determined by the Master
Servicer or the Servicer to be a Nonrecoverable Advance and
identifying the related Mortgage Loan(s).
(iv) On each Withdrawal Date, after payment of any amounts
described in clauses (A) through (E) of Section 3(g)(iii) of this
Agreement, the Master Servicer will withdraw from the Bond Account
the Interest Remittance Amount and the Principal Remittance Amount
for the related Distribution Date, and will deposit such amount in
the Distribution Account.
(v) Reserved.
(vi) On the first Distribution Date, in June, 1998, the Master
Servicer shall withdraw and deposit in the Distribution Account the
amounts set forth in Schedule VI hereof.
(vii) On each Distribution Date beginning in July, 1998, the
Master Servicer shall instruct the Trustee to distribute the funds
on deposit in the Distribution Account, and the Trustee upon being
so instructed will distribute such funds on each such Distribution
Date, in the various amounts, to the several parties and in the
order of priority set forth in Section 2(b) of the Indenture and as
set forth in the Master Servicer's instructions.
(viii) Each institution at which the Bond Account is maintained
may invest the funds therein as directed in writing by the Master
Servicer in Permitted Investments, which shall mature not later than
the Withdrawal Date with respect to available funds to be withdrawn
on that date and, in each case, shall not be sold or disposed of
prior to its maturity. All such Permitted Investments shall be made
in the name of the Trustee, for the benefit of the Bondholders. All
income and gain (net of any losses) realized from any such
investment of funds on deposit in the Bond Account shall be for the
benefit of the Master Servicer and shall be retained or withdrawn by
it monthly as provided herein. The amount of any realized losses in
the Bond Account incurred in any such account in respect of any such
investments shall promptly be deposited by the Master Servicer in
the Bond Account. The Trustee in its fiduciary capacity shall not be
liable for the amount of any loss incurred in respect of any
investment or lack of investment of funds held in the Bond Account
and made in accordance with this subsection.
(ix) The Master Servicer shall give notice to the Trustee, the
Issuer and each Rating Agency of any proposed change of the location
of the Bond Account not later than 30 days and not more than 45 days
prior to any change thereof.
(h) Determination of LIBOR.
----------------------
(i) With respect to the Class A Bonds, LIBOR will be determined
as follows:
On the second LIBOR Business Day prior to the commencement of
each Accrual Period after the Initial Accrual Period for the Class A
Bonds (each a "LIBOR Determination Date"), the Master Servicer will
determine LIBOR on the basis of the offered LIBOR quotations of the
Reference Banks as of 11:00 a.m. London time on such LIBOR
Determination Date, and promptly advise the Trustee of its
determination, as follows:
(A) If on any LIBOR Determination Date two or more of the
Reference Banks provide such offered quotations, LIBOR for the
next Accrual Period will be the arithmetic mean of such offered
quotations (rounding such arithmetic mean if necessary to the
nearest five decimal places);
(B) If on any LIBOR Determination Date only one or none of
the Reference Banks provides such offered quotations, LIBOR for
the next Accrual Period will be whichever is the higher of (x)
LIBOR as determined on the previous LIBOR Determination Date or
(y) the Reserve Interest Rate. The "Reserve Interest Rate" will
be either (I) the rate per annum which the Master Servicer
determines to be the arithmetic mean (rounding such arithmetic
mean if necessary to the nearest five decimal places) of the
one-month Eurodollar lending rates that New York City banks
selected by the Master Servicer are quoting, on the relevant
LIBOR Determination Date, to the principal London offices of at
least two leading banks in the London interbank market or (II)
in the event that the Master Servicer can determine no such
arithmetic mean, the lowest one-month Eurodollar lending rate
that the New York City banks selected by the Master Servicer
are quoting on such LIBOR Determination Date to leading
European banks; and
(C) If on any LIBOR Determination Date the Master Servicer
is required but is unable to determine the Reserve Interest
Rate in the manner provided in paragraph (B) above, LIBOR for
the next Accrual Period will be LIBOR as determined on the
previous LIBOR Determination Date.
(ii) The establishment of LIBOR by the Master Servicer and the
Master Servicer's subsequent calculation of the Bond Interest Rate
for the relevant Accrual Period, in the absence of manifest error,
will be final and binding. In all cases, the Master Servicer may
conclusively rely on quotations of LIBOR for the Reference Banks as
such quotations appear on the display designated "LIUS01M" on the
Bloomberg Financial Markets Commodities News.
(iii) As used herein, "Reference Banks" shall mean four leading
banks engaged in transactions in Eurodollar deposits in the
international Eurocurrency market with an established place of
business in London, England, (ii) whose quotations appear on the
display designated as page "LIUS01M" on the Bloomberg Financial
Markets Commodities News (or such other page as may replace such
page on that service for the purpose of displaying London interbank
offered quotations of major banks) on the applicable LIBOR
Determination Date and (iii) which have been designated as such by
the Trustee and are able and willing to provide such quotations to
the Trustee on each LIBOR Determination Date. The Reference Banks
initially shall be: Barclay's plc, Bank of Tokyo, National
Westminster Bank and Trust Company and Bankers Trust Company. If any
of the initial Reference Banks should be removed from the Bloomberg
Screen LIUS01M Index Page or in any other way fail to meet the
qualifications of a Reference Bank, the Trustee shall use its best
efforts to designate alternate Reference Banks.
(iv) If (A) with respect to any LIBOR Determination Date LIBOR
is determined pursuant to clause (i)(C) of this Section and (B) on
the next succeeding LIBOR Determination Date LIBOR would, without
giving effect to this paragraph (iv), be determined pursuant to such
clause (i)(C), then the Trustee shall select an alternative interest
rate index over which the Trustee has no control that is used for
determining Eurodollar lending rates and is calculated and published
(or otherwise made available) by an independent third party, and the
Trustee shall direct the Master Servicer to use such alternative
interest rate index for calculating LIBOR for all purposes hereof.
(i) Master Servicer Monthly Data.
----------------------------
Not later than each Distribution Date, the Master Servicer shall prepare
and forward to the Trustee, the Issuer and each Rating Agency a statement
(each, a "Distribution Date Statement") setting forth with respect to the
related distribution:
(i) the amount thereof allocable to principal on the Bonds,
separately identifying the aggregate amount of any Principal
Prepayments and Liquidation Proceeds in respect of the Mortgage
Loans included therein;
(ii) the amount thereof allocable to interest on the Bonds;
(iii) if the distribution to the Holders of the Bonds is less
than the full amount that would be distributable to such Holders
pursuant to the terms of the Bonds and the Indenture on such
Distribution Date if there were sufficient funds available therefor,
the amount of the shortfall and the allocation thereof as between
principal and interest;
(iv) the Principal Amount of the Bonds after giving effect to
the distribution of principal on such Distribution Date;
(v) the Pool Principal Balance for the following Distribution
Date;
(vi) the amount of the Servicing Fees paid to or retained by
the Servicers (with respect to the Servicers, in the aggregate) with
respect to such Distribution Date;
(vii) the Bond Interest Rate for the Class A Bonds with respect
to such Distribution Date;
(viii) the amount of Advances and Master Servicing Advances
included in the distribution on such Distribution Date and the
aggregate amount of Advances and Master Servicing Advances
outstanding as of the close of business on such Distribution Date;
(ix) the number and aggregate principal amounts of Mortgage
Loans (A) delinquent (exclusive of Mortgage Loans in foreclosure)
(1) 30 to 59 days (2) 60 to 89 days and (3) 90 or more days and (B)
in foreclosure and delinquent (1) 1 to 29 days (2) 60 to 89 days and
(3) 90 or more days, as of the close of business on the last day of
the calendar month preceding such Distribution Date;
(x) for each of the preceding 3 calendar months, or all
calendar months since the Cut-off Date, whichever is less and in
each case ending with the calendar month prior to the month of such
Distribution Date, the aggregate dollar amount of the Scheduled
Payments (A) due on all Outstanding Mortgage Loans on each of the
Due Dates in each such month and (B) delinquent 60 days or more on
each of the Due Dates in each such month;
(xi) with respect to any Mortgage Loan that became an REO
Property during the preceding calendar month, the loan number and
Stated Principal Balance of such Mortgage Loan as of the close of
business on the Calculation Date preceding such Distribution Date
and the date of acquisition thereof;
(xii) the total number and principal balance of any REO
Properties (and market value, if available) as of the close of
business on the Calculation Date preceding such Distribution Date;
(xiii) the aggregate amount of Realized Losses incurred during
the preceding calendar month;
(xiv) all amounts required to be reported to Certificate
Trustee pursuant to Sections 4.03 and 4.05 of the Trust Agreement
and all amounts of distributions and deposits and withdrawals to be
made by the Certificate Trustee pursuant to Article V of the Trust
Agreement.
Within a reasonable period of time after the end of each calendar year,
the Master Servicer shall furnish to each Person who at any time during the
calendar year was a Bondholder and has provided a written request for such
information, a statement containing the information set forth in subclauses
(i), (ii) and (vi) of this subsection aggregated for such calendar year or
applicable portion thereof during which such Person was a Bondholder. Such
obligation of the Master Servicer shall be deemed to have been satisfied to
the extent that substantially comparable information shall be provided by the
Master Servicer pursuant to any requirements of the Code as from time to time
in effect.
The Master Servicer upon request, as required by law, shall supply to the
Trustee at least fifteen calendar days prior to any applicable filing date
prescribed by law of Internal Revenue Service regulation, and the Trustee, as
agent for the Issuer, and upon receipt from the Master Servicer, shall
transmit by mail to each Bondholder, as such Bondholder's name and address
appears in the Bond Register, and to the Internal Revenue Service, within the
time limits prescribed by law, the amount of interest and original issue
discount (which original issue discount shall be calculated by the Master
Servicer), if any, paid or accrued with respect to Bonds held by such
Bondholder.
As required by the Code or the Treasury regulations thereunder, the
Master Servicer shall supply to the Trustee and the Trustee and upon receipt
from the Master Servicer, shall transmit by mail to each Bondholder
appropriate tax accounting information, and any other tax accounting
information that a Bondholder reasonably requests, to enable it to prepare its
tax returns.
(j) Standard Hazard and Flood Insurance Policies.
--------------------------------------------
For each Mortgage Loan, the Servicer shall maintain or cause to be
maintained standard fire and casualty insurance and, where applicable, flood
insurance, all in accordance with the provisions of this Agreement and the
related Servicing Agreement, as applicable. It is understood and agreed that
such insurance shall be with insurers meeting the eligibility requirements set
forth in the applicable Servicing Agreement and that no earthquake or other
additional insurance is to be required of any Mortgagor or to be maintained on
property acquired in respect of a defaulted loan, other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance.
Any amounts collected by any Servicer, under any insurance policies
maintained pursuant to this subsection (other than amounts to be applied to
the restoration or repair of the property subject to the related Mortgage or
released to the Mortgagor in accordance with the applicable Servicing
Agreement) shall be deposited into the Bond Account, subject to withdrawal
pursuant to Section 3(g). Any cost incurred by any Servicer in maintaining any
such insurance if the Mortgagor defaults in its obligation to do so shall be
added to the amount owing under the Mortgage Loan where the terms of the
Mortgage Loan so permit; PROVIDED, HOWEVER, that the addition of any such cost
shall not be taken into account for purposes of calculating the distributions
to be made to Bondholders and shall be recoverable by the Master Servicer or
such Servicer pursuant to Section 3(g).
(k) Presentment of Claims and Collection of Proceeds.
------------------------------------------------
Each Servicer shall (to the extent provided in the applicable Servicing
Agreement) to, prepare and present on behalf of the Trustee and the
Bondholders all claims under the Insurance Policies with respect to the
Mortgage Loans, and take such actions (including the negotiation, settlement,
compromise or enforcement of the insured's claim) as shall be necessary to
realize recovery under such policies. Any proceeds disbursed to a Servicer and
remitted to the Master Servicer in respect of such policies or bonds shall be
promptly deposited in the Bond Account upon receipt, except that any amounts
realized that are to be applied to the repair or restoration of the related
Mortgaged Property as a condition requisite to the presentation of claims on
the related Mortgage Loan to the insurer under any applicable Insurance Policy
need not be so deposited (or remitted).
(l) Maintenance of the Primary Mortgage Insurance Policies.
------------------------------------------------------
(i) No Servicer shall take (consistent with the applicable
Servicing Agreement) any action that would result in noncoverage
under any applicable Primary Mortgage Insurance Policy of any loss
which, but for the actions of such Servicer, would have been covered
thereunder. The Servicer shall use its best reasonable efforts to
keep in force and effect (to the extent that the Mortgage Loan
requires the Mortgagor to maintain such insurance), primary mortgage
insurance applicable to each Mortgage Loan in accordance with the
provisions of this Agreement and the related Servicing Agreement, as
applicable. The Servicer shall not cancel or refuse to renew any
such Primary Mortgage Insurance Policy that is in effect at the date
of the initial issuance of the Bonds and is required to be kept in
force hereunder except in accordance with the provisions of this
Agreement and the related Servicing Agreement, as applicable.
(ii) The Servicer agrees to present, on behalf of the Trustee
and the Bondholders, claims to the insurer under any Primary
Mortgage Insurance Policies and, in this regard, to take such
reasonable action as shall be necessary to permit recovery under any
Primary Mortgage Insurance Policies respecting defaulted Mortgage
Loans. Pursuant to Section 3(g), any amounts collected by the Master
Servicer or any Servicer under any Primary Mortgage Insurance
Policies shall be deposited in the Collection Account, subject to
withdrawal pursuant to Section 3(g).
(m) "Due-on-Sale" Clauses; Assumption Agreements.
--------------------------------------------
To the extent provided in the applicable Servicing Agreement, to the
extent Mortgage Loans contain enforceable due-on-sale clauses, the Servicers
shall enforce such clauses in accordance with the applicable Servicing
Agreement. If applicable law prohibits the enforcement of a due-on-sale clause
or such clause is otherwise not enforced in accordance with the applicable
Servicing Agreement, and, as a consequence, a Mortgage Loan is assumed, the
original Mortgagor may be released from liability in accordance with the
applicable Servicing Agreement.
(n) Realization Upon Defaulted Mortgage Loans.
-----------------------------------------
Subject to the provisions of the Special Servicing Agreement, the Special
Servicer shall use its reasonable best efforts to foreclose upon, repossess or
otherwise comparably convert the ownership of Mortgaged Properties securing
such of the Mortgage Loans as come into and continue in default and as to
which no satisfactory arrangements can be made for collection of delinquent
payments, all in accordance with the applicable Servicing Agreement.
(o) REO Property.
------------
(i) In the event the Trust Estate acquires ownership of any REO
Property in respect of any Mortgage Loan, the deed or certificate of
sale shall be issued to the Trustee, or to its nominee, on behalf of
the Bondholders. Subject to the provisions of the Special Servicing
Agreement, the Special Servicer shall use its reasonable best
efforts to sell, any REO Property as expeditiously as possible and
in accordance with the provisions of this Agreement and the related
Servicing Agreement, as applicable. Pursuant to its efforts to sell
such REO Property, the Special Servicer shall protect and conserve,
such REO Property in the manner and to such extent required by the
applicable Servicing Agreement.
(ii) The Special Servicer shall deposit or cause to be
deposited all funds collected and received in connection with the
operation of any REO Property in the Bond Account.
(iii) The Master Servicer and the applicable Servicer, upon the
final disposition of any REO Property, shall be entitled to
reimbursement for any related unreimbursed Advances and other
unreimbursed advances as well as any unpaid Master Servicing Fees or
Servicing Fees from Liquidation Proceeds received in connection with
the final disposition of such REO Property; provided, that any such
unreimbursed Advances as well as any unpaid Master Servicing Fees or
Servicing Fees may be reimbursed or paid, as the case may be, prior
to final disposition, out of any net rental income or other net
amounts derived from such REO Property.
(iv) The Liquidation Proceeds from the final disposition of the
REO Property, net of any payment to the Master Servicer and the
applicable Servicer as provided above and in the Special Servicing
Agreement, shall be deposited in the Bond Account on or prior to the
Calculation Date in the month following receipt thereof (and the
Servicer shall provide prompt written notice to the Master Servicer
upon such deposit) and be remitted by wire transfer in immediately
available funds to the Trustee for deposit into the Distribution
Account on the next succeeding Distribution Date.
(p) Collection of Taxes, Assessments and Similar Items.
--------------------------------------------------
(i) To the extent provided in the applicable Servicing
Agreement, each Servicer shall establish and maintain one or more
custodial accounts at a depository institution (which may be a
depository institution with which any Servicer establishes accounts
in the ordinary course of its servicing activities), the accounts of
which are insured to the maximum extent permitted by the FDIC (each,
an "Escrow Account") and shall deposit therein any collections of
amounts received with respect to amounts due for taxes, assessments,
water rates, Standard Hazard Insurance Policy premiums or any
comparable items for the account of the Mortgagors. Withdrawals from
any Escrow Account may be made (to the extent amounts have been
escrowed for such purpose) only in accordance with the applicable
Servicing Agreement. Each Servicer shall be entitled to all
investment income not required to be paid to Mortgagors on any
Escrow Account maintained by such Servicer. The Master Servicer
shall make (or cause to be made) to the extent provided in the
applicable Servicing Agreement advances to the extent necessary in
order to effect timely payment of taxes, water rates, assessments,
Standard Hazard Insurance Policy premiums or comparable items in
connection with the related Mortgage Loan (to the extent that the
Mortgagor is required, but fails, to pay such items), provided that
it has determined that the funds so advanced are recoverable from
escrow payments, reimbursement pursuant to Section 3(g) or
otherwise.
(ii) Costs incurred by the Master Servicer or by Servicers in
effecting the timely payment of taxes and assessments on the
properties subject to the Mortgage Loans may be added to the amount
owing under the related Mortgage Note where the terms of the
Mortgage Note so permit; PROVIDED, HOWEVER, that the addition of any
such cost shall not be taken into account for purposes of
calculating the distributions to be made to Bondholders. Such costs,
to the extent that they are unanticipated, extraordinary costs, and
not ordinary or routine costs shall be recoverable by the Master
Servicer pursuant to Section 2(b) of the Indenture.
(q) Annual Officer's Certificate as to Compliance.
---------------------------------------------
(i) The Master Servicer shall deliver to the Trustee and the
Rating Agencies on or before May 31 of each year, commencing on May
31, 1999, a Servicing Officer's Certificate, certifying that with
respect to the period ending on the immediately preceding December
31: (A) such Servicing Officer has reviewed the activities of such
Master Servicer during the preceding calendar year or portion
thereof and its performance under this Agreement, (B) to the best of
such Servicing Officer's knowledge, based on such review, such
Master Servicer has performed and fulfilled its duties,
responsibilities and obligations under this Agreement in all
material respects throughout such year, or, if there has been a
default in the fulfillment of any such duties, responsibilities or
obligations, specifying each such default known to such Servicing
Officer and the nature and status thereof, (C) nothing has come to
the attention of such Servicing Officer to lead such Servicing
Officer to believe that any Servicer has failed to perform any of
its duties, responsibilities and obligations under its Servicing
Agreement in all material respects throughout such year, or, if
there has been a material default in the performance or fulfillment
of any such duties, responsibilities or obligations, specifying each
such default known to such Servicing Officer and the nature and
status thereof, and (D) the Master Servicer has received from each
Servicer such Servicer's annual certificate of compliance and a copy
of such Servicer's annual audit report, in each case to the extent
required under the applicable Servicing Agreement, or, if any such
certificate or report has not been received by the Master Servicer,
the Master Servicer is using its best reasonable efforts to obtain
such certificate or report .
(ii) Copies of such statements shall be provided to any
Bondholder upon request, by the Master Servicer or by the Trustee at
the Master Servicer's expense if the Master Servicer failed to
provide such copies (unless (A) the Master Servicer shall have
failed to provide the Trustee with such statement or (B) the Trustee
shall be unaware of the Master Servicer's failure to provide such
statement).
(r) Annual Independent Public Accountants' Servicing Statement;
---------------------------------------------------------------
Financial Statements.
- --------------------
Pursuant to the Servicing Agreements, on or before 120 days after the end
of each Servicer's fiscal year, commencing with its 1998 fiscal year, each
Servicer at its expense is required to cause a nationally recognized firm of
independent public accountants (who may also render other services to a
Servicer or any affiliate thereof) which is a member of the American Institute
of Certified Public Accountants to furnish a statement to the Master Servicer
to the effect that such firm has examined certain documents and records
relating to the servicing of Mortgage Loans under the related Servicing
Agreement or of mortgage loans under servicing agreements substantially
similar to the related Servicing Agreement (such statement to have attached
thereto a schedule setting forth the servicing agreements covered thereby) and
that, on the basis of such examination, conducted substantially in compliance
with the Uniform Single Attestation Program for Mortgage Bankers or the Audit
Program for Mortgages serviced for FNMA and FHLMC, such servicing has been
conducted in compliance with such servicing agreements except for such
significant exceptions or errors in records that, in the opinion of such firm,
the Uniform Single Attestation Program for Mortgage Bankers or the Audit
Program for Mortgages serviced for FNMA and FHLMC requires it to report.
Copies of such statement shall be provided by each Servicer to the Master
Servicer who will, (i) in turn provide such statements to the Trustee and the
Issuer and (ii) notify the Trustee and the Issuer of the failure of any
Servicer to provide such statements as required under the applicable Servicing
Agreement.
(s) Master Servicer Fidelity Bond and Master Servicer Errors and
---------------------------------------------------------------
Omissions Insurance Policy.
- ---------------------------
The Master Servicer shall obtain and maintain in force (i) a policy or
policies of insurance covering errors and omissions on the performance of its
obligations as Master Servicer hereunder, and (ii) a fidelity bond in respect
of its officers, employees and agents. In the event that any such policy or
bond ceases to be in effect, the Master Servicer shall obtain a comparable
replacement policy or bond. The coverage under each such policy and bond shall
be in such an amount as is customary therefor for the business of master
servicing residential mortgage loans.
(t) Access to Certain Documentation and Indemnification.
---------------------------------------------------
The Master Servicer shall afford the Issuer and the Trustee reasonable
access to all records and documentation regarding the Mortgage Loans within
the Master Servicer's possession and all accounts, insurance information and
other matters relating to this Agreement maintained by the Master Servicer,
such access being afforded without charge, but only upon reasonable request
and during normal business hours at the office designated by the Master
Servicer or reasonably accessible to it pursuant to the Servicing Agreements.
The Master Servicer shall also provide to the OTS and the FDIC and to
comparable regulatory authorities supervising Holders of Bonds and the
examiners and supervisory agents of the OTS, the FDIC and such other
authorities, access to the documentation regarding the Mortgage Loans within
the possession of the Master Servicer (or reasonably accessible to it pursuant
to the Servicing Agreements) and required by applicable regulations of the OTS
and the FDIC. Such access shall be afforded without charge, but only upon
reasonable and prior written request and during normal business hours at the
offices designated by the Master Servicer. Nothing in this Section 3(t) shall
limit the obligation of the Master Servicer to observe any applicable law
prohibiting disclosure of information regarding the Mortgagors and the failure
of the Master Servicer to provide access as provided in this Section 3(t) as a
result of such obligation shall not constitute a breach of this Section 3(t).
(u) Solicitation of Bids.
--------------------
On any Distribution Date on which the Pool Principal Balance is equal to
10% or less of the initial Pool Principal Balance, upon the Master Servicer's
receipt of written notice of election by the Servicer, pursuant to the
Indenture, to direct the Master Servicer to solicit bids for the Mortgage
Loans. The Master Servicer will proceed as soon as practicable to obtain three
bids from the dealer firms specified to it by the Issuer. The Master Servicer
will deliver the three bids to the Trustee promptly upon receipt. If the
purchase price would be less than the Minimum Purchase Price, the Master
Servicer may be directed by the Servicer to continue to solicit bids as
described above, at quarterly intervals, until a bid at least equal to the
Minimum Purchase Price is received.
4. ADVANCES.
The Master Servicer shall determine on or before each Master Servicer
Advance Date whether any Servicer has failed to make any Advance of any
Scheduled Payment of principal and interest required to be made by such
Servicer pursuant to the terms of its Servicing Agreement. If the Master
Servicer determines that any such Servicer has failed to make any such
required Advance the Master Servicer shall make such Advance (a "Master
Servicer Advance") on or before the Master Servicer Advance Date, by either
(i) depositing into the Bond Account an amount equal to the Master Servicer
Advance or (ii) making an appropriate entry in its records relating to the
Bond Account that any Amount Held for Future Distribution has been used by the
Master Servicer in discharge of its obligation to make any such Master
Servicer Advance (any funds so applied shall be replaced by the Master
Servicer by deposit in the Bond Account no later than the close of business on
the next Master Servicer Advance Date); provided, however, in no event shall
the Master Servicer be required to make any Master Servicer Advance that the
Master Servicer determines would constitute a Nonrecoverable Advance. The
Master Servicer shall be entitled to be reimbursed from the Bond Account for
all Master Servicer Advances of its own funds made pursuant to this Section 4
as provided in Section 3(g). The Master Servicer shall inform the Trustee of
the amount of the Advance to be made on each Master Servicer Advance Date no
later than the second Business Day before the related Distribution Date.
The Master Servicer shall deliver to the Trustee on the related Master
Servicer Advance Date an Officer's Certificate of a Servicing Officer
indicating the amount of any proposed Master Servicer Advance determined by
the Master Servicer to be a Nonrecoverable Advance.
5. MASTER SERVICING COMPENSATION AND EXPENSES.
(a) Master Servicer Compensation.
----------------------------
As compensation for its activities hereunder, in addition to any
investment earnings on the Bond Account, the Master Servicer shall be entitled
out of each payment of interest on a Mortgage Loan (or portion thereof) to
retain or withdraw from the Bond Account an amount equal to the Master
Servicing Fee for such Distribution Date.
The Master Servicer shall be required to pay all internal costs and
expenses incurred by it in connection with its master servicing activities
hereunder and shall not be entitled to reimbursement therefor except as
specifically provided in this Agreement.
(b) Servicer Compensation.
---------------------
As compensation for its activities under its Servicing Agreement, each
Servicer shall be entitled to retain out of each payment of interest on a
Mortgage Loan (or portion thereof) an amount equal to interest at the
applicable Servicing Fee Rate on the Stated Principal Balance of the related
Mortgage Loan for the period covered by such interest payment as provided in
the related Servicing Agreement.
Additional servicing compensation in the form of assumption fees, late
payment charges and such other amounts as may be provided in the Servicing
Agreements shall be retained by the Servicers to the extent provided in the
related Servicing Agreement. Each Servicer shall be required to pay all
expenses incurred by it in connection with its servicing activities under its
Servicing Agreement (including payment of any premium for hazard insurance and
any Primary Insurance Policy and maintenance of the other forms of insurance
coverage required by this Agreement and its Servicing Agreement) and shall not
be entitled to reimbursement therefor except as specifically provided in its
Servicing Agreement and not inconsistent with this Agreement.
6. MASTER SERVICER.
(a) Liabilities of the Master Servicer.
----------------------------------
The Master Servicer shall be liable in accordance herewith only to the
extent of the obligations specifically imposed upon and undertaken by it
herein.
(b) Merger or Consolidation of the Master Servicer.
----------------------------------------------
Any Person into which the Master Servicer may be merged or consolidated,
or any Person resulting from any merger, conversion, other change in form or
consolidation to which the Master Servicer shall be a party, or any Person
succeeding to the business of the Master Servicer, shall be the successor to
the Master Servicer hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding; PROVIDED, HOWEVER, that the successor or
resulting Person to the Master Servicer shall be a Person that shall be
qualified to act as Master Servicer hereunder and shall have a net worth of
not less than $15,000,000.
(c) Resignation of Master Servicer.
------------------------------
Except as otherwise provided in subsections (b) and (d) hereof, the
Master Servicer shall not resign from the obligations and duties hereby
imposed on it except (a) upon appointment of a successor servicer and receipt
by the Trustee of a letter from each Rating Agency that such a resignation and
appointment will not result in a downgrading of the rating of any of the Bonds
or (b) upon determination that its duties hereunder are no longer permissible
under applicable law. Any such determination under clause (b) permitting the
resignation of the Master Servicer shall be evidenced by an Opinion of Counsel
to such effect delivered to the Trustee. No such resignation shall become
effective until the Trustee shall have assumed, or a successor master servicer
shall have been appointed by the Trustee and until such successor shall have
assumed, the Master Servicer's responsibilities and obligations under this
Agreement. Notice of such resignation shall be given promptly by the Master
Servicer to the Depositor.
(d) Assignment or Delegation of Duties by the Master Servicer.
--------------------------------------------------------------
Except as expressly provided herein, the Master Servicer shall not assign
or transfer any of its rights, benefits or privileges hereunder to any other
Person, or delegate to or subcontract with, or authorize or appoint any other
Person to perform any of the duties, covenants or obligations to be performed
by the Master Servicer hereunder; PROVIDED, HOWEVER, that the Master Servicer
shall have the right without the prior written consent of the Trustee, the
Issuer or the Rating Agencies to delegate or assign to or subcontract with or
authorize or appoint an Affiliate of the Master Servicer to perform and carry
out any duties, covenants or obligations to be performed and carried out by
the Master Servicer hereunder. In no case, however, shall any such delegation,
subcontracting or assignment to an Affiliate of the Master Servicer relieve
the Master Servicer of any liability hereunder. Notice of such permitted
assignment shall be given promptly by the Master Servicer to the Issuer and
the Trustee. If, pursuant to any provision hereof, the duties of the Master
Servicer are transferred to a successor master servicer, the entire amount of
the Master Servicing Fees and other compensation payable to the Master
Servicer pursuant hereto, including amounts payable to or permitted to be
retained or withdrawn by the Master Servicer pursuant to provision hereof,
shall thereafter be payable to such successor master servicer.
(e) Limitation on Liability of the Master Servicer and Others.
--------------------------------------------------------------
Neither the Master Servicer nor any of the directors, officers, employees or
agents of the Master Servicer shall be under any liability to the Trustee or
the Bondholders for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in judgment;
PROVIDED, HOWEVER, that this provision shall not protect the Master Servicer
or any such person against any liability that would otherwise be imposed by
reason of willful misfeasance, bad faith or negligence in its performance of
its duties or by reason of reckless disregard for its obligations and duties
under this Agreement. The Master Servicer and any director, officer, employee
or agent of the Master Servicer may rely in good faith on any document of any
kind prima facie properly executed and submitted by any Person respecting any
matters arising hereunder. The Seller hereby agrees to, and does hereby
indemnify and hold harmless the Master Servicer each of its directors,
officers, employees and agents, and its and their respective successors and
assigns, as applicable, from and against any and all losses, liabilities,
claims, charges, damages, fines, penalties, judgments, actions, suits, costs
and expenses of any kind or nature whatsoever (including reasonable attorneys'
fees and expenses and reasonable fees and expenses of experts) imposed on,
incurred by, or asserted against the Master Servicer or any of its directors,
officers, employees, agents, or any of their respective successors or assigns,
in any way related to or arising out of this Agreement other than any such
loss, liability or claim resulting solely from the Master Servicer's willful
misfeasance, bad faith or negligence in the performance of its duties
hereunder. This indemnification will survive the termination of the Master
Servicer or this Agreement. The Master Servicer shall be under no obligation
to appear in, prosecute or defend any legal action that is not incidental to
its duties to master service the Mortgage Loans in accordance with this
Agreement and that in its opinion may involve it in any expenses or liability;
PROVIDED, HOWEVER, that the Master Servicer may in its sole discretion
undertake any such action that it may deem necessary or desirable in respect
to this Agreement and the rights and duties of the parties hereto and the
interests of the Bondholders hereunder. In such event, the legal expenses and
costs of such action and any liability resulting therefrom shall be expenses,
costs and liabilities of the Trust Estate and the Master Servicer shall be
entitled to be reimbursed therefor out of the Bond Account as provided by
Section 3(g).
The Master Servicer shall not be liable for any acts or omissions of any
Servicer. In particular, the Master Servicer shall not be liable for any
servicing errors or interruptions resulting from any failure of any Servicer
to maintain computer and other information systems that are year-2000
compliant.
7. MASTER SERVICING DEFAULT; TERMINATION AND LIABILITIES.
(a) Master Servicing Default.
------------------------
Any of the following acts or occurrences shall constitute a Master
Servicing Default by the Master Servicer under this Agreement:
(i) any failure by the Master Servicer to deposit in the Bond
Account or remit to the Trustee any payment required to be made
under the terms of this Agreement, which failure shall continue
unremedied for three days after the date upon which written notice
of such failure shall have been given to the Master Servicer by the
Trustee or the Issuer or to the Master Servicer, the Trustee and the
Issuer by the Holders of Bonds representing more than 50% of the
aggregate Principal Amount of the Bonds; or
(ii) any failure by the Master Servicer to observe or perform
in any material respect any other of the covenants or agreements on
the part of the Master Servicer contained in this Agreement, which
failure shall continue unremedied for a period of 30 days after the
date on which written notice of such failure shall have been given
to the Master Servicer by the Trustee or the Issuer or to the Master
Servicer, the Trustee and the Issuer by the Holders of Bonds
representing more than 50% of the aggregate Principal Amount of the
Bonds provided that such 30 day period shall be extended by an
additional 30 days upon delivery by the Master Servicer to the
Trustee and the Issuer of written notice of the steps being taken by
the Master Servicer to remedy such failure; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of
a receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for
the winding-up or liquidation of its affairs, shall have been
entered against the Master Servicer and such decree or order shall
have remained in force undischarged or unstayed for a period of 60
consecutive days; or
(iv) the Master Servicer shall consent to the appointment of a
receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings of or
relating to the Master Servicer or all or substantially all of the
property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of, or commence a voluntary case under, any applicable
insolvency or reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its
obligations; or
(vi) any failure of the Master Servicer to make any Master
Servicer Advance in the manner and at the time required to be made
pursuant to Section 4 which continues unremedied for a period of one
Business Day after the date of such failure.
If a Master Servicing Default described in clauses (i) to (v) of this
Section 7(a) shall occur, then, and in each and every such case, so long as
such Master Servicing Default shall not have been remedied the Trustee may,
and shall at the direction of the Holders of Bonds representing more than 50%
of the aggregate Principal Amount of Bonds, by notice in writing to the Master
Servicer (with a copy to each Rating Agency), and in addition to any other
rights the Trustee may have on behalf of the Bondholders as a result of such
Master Servicing Default, terminate all of the rights and obligations of the
Master Servicer thereafter arising under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a Bondholder
under the Indenture and its obligations which are not assumed by the Trustee
pursuant to clauses (i), (iii) and (v) of Section 3(g). If a Master Servicing
Default described in clause (vi) shall occur, the Trustee shall, by notice in
writing to the Master Servicer and the Issuer, terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a Bondholder
under the Indenture and its obligations which are not assumed by the Trustee
pursuant to clauses (i), (iii) and (v) of Section 3(g). On and after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer hereunder, whether with respect to the Mortgage Loans
or otherwise, unless an alternative successor Master Servicer reasonably
acceptable to the Issuer shall have been appointed, shall pass to and be
vested in the Trustee. The Trustee shall thereupon make any Master Servicer
Advance described in clause (vi) subject to clause (ii) of the first sentence
of Section 3(g). The Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice
of termination, whether to complete the transfer and endorsement or assignment
of the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the
Master Servicer's responsibilities and rights hereunder, including, without
limitation, the transfer to the Trustee of all cash amounts which shall at the
time be credited to the Bond Account or thereafter be received by the Master
Servicer with respect to the Mortgage Loans.
Notwithstanding any termination of the activities of the Master Servicer
hereunder, the Master Servicer shall be entitled to receive, out of any late
collection of a Scheduled Payment on a Mortgage Loan which was due prior to
the notice terminating such Master Servicer's rights and obligations as Master
Servicer hereunder and received after such notice, that portion thereof to
which such Master Servicer would have been entitled pursuant to Section 3(g),
and any other amounts payable to such Master Servicer hereunder the
entitlement to which arose prior to the termination of its activities
hereunder.
(b) Trustee to Act; Appointment of Successor.
----------------------------------------
On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7(a), the Trustee shall, subject to and to the
extent provided in Section 3(f), unless an alternative Master Servicer has
been appointed by the Issuer, be the successor to the Master Servicer in its
capacity as master servicer under this Agreement and the transactions set
forth or provided for herein and shall be subject to all the responsibilities,
duties and liabilities relating thereto placed on the Master Servicer by the
terms and provisions hereof and applicable law including the obligation to
make Master Servicer Advances pursuant to Section 4. As compensation therefor,
the Trustee shall be entitled to all funds relating to the Mortgage Loans that
the Master Servicer would have been entitled to hereunder if the Master
Servicer had continued to act hereunder. Notwithstanding the foregoing, if the
Trustee has become the successor to the Master Servicer in accordance with
Section 7(a), the Trustee may, if it shall be unwilling to so act, or shall,
if it is prohibited by applicable law from making Master Servicer Advances
pursuant to Section 4 or if it is otherwise unable to so act, appoint, or
petition a court of competent jurisdiction to appoint, any established
mortgage loan servicing institution acceptable to the Issuer the appointment
of which does not adversely affect the then current rating of the Bonds by
each Rating Agency as the successor to the Master Servicer hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities
of the Master Servicer hereunder. Any successor to the Master Servicer shall
be an institution which is a FNMA and FHLMC approved seller/servicer in good
standing, which has a net worth of at least $15,000,000, which is willing to
master service the Mortgage Loans and which executes and delivers to the
Issuer and the Trustee an agreement accepting such delegation and assignment,
containing an assumption by such Person of the rights, powers, duties,
responsibilities, obligations and liabilities of the Master Servicer (other
than liabilities of the Master Servicer under Section 6(f) incurred prior to
termination of the Master Servicer under Section 7(a)), with like effect as if
originally named as a party to this Agreement; provided that each Rating
Agency acknowledges that its rating of the Bonds in effect immediately prior
to such assignment and delegation will not be qualified or reduced as a result
of such assignment and delegation. Pending appointment of a successor to the
Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by
law from so acting, shall, subject to Section 3(g), act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out
of earnings on the accounts as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of the Master Servicing
Fee permitted the Master Servicer hereunder. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary
to effectuate any such succession. Neither the Trustee nor any other successor
master servicer shall be deemed to be in default hereunder by reason of any
failure to make, or any delay in making, any distribution hereunder or any
portion thereof or any failure to perform, or any delay in performing, any
duties or responsibilities hereunder, in either case caused by the failure of
the preceding Master Servicer to deliver or provide, or any delay in
delivering or providing, any cash, information, documents or records to it.
Any successor to the Master Servicer as master servicer shall give notice
to the Servicers of such change of master servicer and shall, during the term
of its service as master servicer, maintain in force the policy or policies
that the Master Servicer is required to maintain pursuant to Section 3(s).
(c) Notification to Bondholders.
---------------------------
(i) Upon any termination of or appointment of a successor to
the Master Servicer, the Trustee shall give prompt written notice
thereof to Bondholders, the Issuer and each Rating Agency.
(ii) Within 60 days after the occurrence of any Master
Servicing Default, the Trustee shall transmit by mail to all
Bondholders and the Issuer notice of each such Master Servicing
Default hereunder known to the Trustee, unless such Master Servicing
Default shall have been cured or waived.
8. MISCELLANEOUS.
(a) Term of Master Servicing Agreement.
----------------------------------
The obligations to be performed by the Master Servicer under this
Agreement shall commence on and as of the date on which the Issuer issues the
Bonds and shall terminate as to each Mortgage Loan upon (i) the payment in
full of all principal and interest due under such Mortgage Loan or other
liquidation of such Mortgage Loan as contemplated by this Agreement, (ii) the
termination of the Master Servicer's rights and powers under this Agreement by
the Trustee as provided in Section 7(a) of this Agreement, or (iii) the
release by the Trustee of its security interest in such Mortgage Loan.
(b) Assignment.
----------
Notwithstanding anything to the contrary contained herein, except as
provided in Section 6(d), this Agreement may not be assigned by the Master
Servicer without the prior written consent of the Trustee and the Issuer.
(c) Notices.
-------
All directions, demands and notices hereunder shall be in writing and
shall be deemed to have been duly given when delivered at the following
addresses:
The Master
----------
Servicer: Norwest Bank Minnesota, National Association
-------- 11000 Broken Land Parkway
Columbia, Maryland 21044-3562
Attention: Master Servicing Department
(AMREIT 1998-1)
Facsimile No: (410) 884-2360
The Issuer: American Residential Eagle Bond Trust (1998-1)
---------- c/o Wilmington Trust Company,
as Owner Trustee
Rodney Square North
1100 N. Market Street
Wilmington, DE 19890-0001
Attention: Corporate Trust
Administration
With a copy to:
American Residential Eagle, Inc.
445 Marine View Avenue, Suite 100
Del Mar, CA 92014
Attention: Eagle Trust 1998-1 Officer
Seller: American Residential Investment Trust, Inc.
------ 445 Marine View Avenue, Suite 230
Del Mar, CA 92014
Attention: Chief Financial Officer
The Trustee: First Union National Bank
----------- 230 South Tryon Street
Charlotte, N.C. 28288
Attention: Corporate Trust Department
Any Rating Agency: The address specified therefor in the
----------------- definition corresponding to the name of such
Rating Agency.
Any of the above entities may at any time give notice in writing to the
others of a change of its address for the purpose of this Section 7(c).
(d) Governing Law.
-------------
This Agreement shall be construed in accordance with and governed by the
substantive laws of the State of New York applicable to agreements made and to
be performed in the State of New York and the obligations, rights and remedies
of the parties hereto and the Bondholders shall be determined in accordance
with such laws.
(e) Amendments.
----------
This Agreement shall not be amended, changed, modified, terminated or
discharged in whole or in part except (i) by an instrument in writing signed
by all parties hereto, or their respective successors or assigns, and (ii) in
compliance with Section 8.09 of the Indenture.
(f) Severability.
------------
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions
of this Agreement.
(g) No Joint Venture.
----------------
The Master Servicer and the Issuer are not partners or joint venturers
with each other and nothing herein shall be construed to make them such
partners or joint venturers or impose any liability as such of either of them.
(h) Execution in Counterparts.
-------------------------
This Agreement may be executed in one or more counterparts, any of which
shall constitute an original as against any party whose signature appears on
it, and all of which shall together constitute a single instrument. This
Agreement shall become binding when one or more counterparts, individually or
taken together, bear the signatures of all parties.
(i) Limitation of Liability of Wilmington Trust Company.
---------------------------------------------------
It is expressly understood and agreed by the parties hereto that (a) this
Agreement is executed and delivered by Wilmington Trust Company, not
individually or personally but solely as Owner Trustee of American Residential
Eagle Bond Trust 1998-1 under the Deposit Trust Agreement, in the exercise of
the powers and authority conferred and vested in it as Owner Trustee, (b) each
of the representations, undertakings and agreements herein made on the part of
the Issuer is made and intended not as personal representations, undertakings
and agreements by Wilmington Trust Company but is made and intended for the
purpose for binding only the Issuer, (c) nothing herein contained shall be
construed as creating any liability on Wilmington Trust Company, and (d) under
no circumstances shall Wilmington Trust Company be personally liable for the
payment of any indebtedness or expenses of the Issuer or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Issuer under this Agreement or the other Operative
Agreements.
(j) Nonpetition Covenants.
---------------------
Notwithstanding any prior termination of this Agreement, the Master
Servicer and the Trustee shall not, prior to the date which is one year and
one day after the termination of this Agreement with respect to the Issuer,
acquiesce, petition or otherwise invoke or cause the Issuer (or any assignee)
to invoke the process of any court or government authority for the purpose of
commencing or sustaining a case against the Issuer under any federal or state
bankruptcy, insolvency or similar law, or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Issuer or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Issuer.
IN WITNESS WHEREOF, each party has caused this Master Servicing Agreement
to be executed by its duly authorized officer or officers as of the day and
year first above written.
AMERICAN RESIDENTIAL EAGLE BOND
TRUST 1998-1,
as Issuer
By: WILMINGTON TRUST COMPANY,
not in its individual capacity
but solely as Owner Trustee
By:
-----------------------------------
Its:
-----------------------------------
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Master Servicer
By:
-----------------------------------
Its: Assistant Vice President
-----------------------------------
FIRST UNION NATIONAL BANK,
as Bond Trustee
By:
-----------------------------------
Its:
-----------------------------------
ACKNOWLEDGED AS TO SECTION 6(e):
AMERICAN RESIDENTIAL INVESTMENT
TRUST, INC.
By:
------------------------------
Its:
------------------------------
SCHEDULE I
Schedule of Mortgage Loans
SCHEDULE II
AMERICAN RESIDENTIAL EAGLE BOND TRUST 1998-1
Collateralized Callable Mortgage Bonds
Representations and Warranties of the Master Servicer
-----------------------------------------------------
Norwest Bank Minnesota, National Association ("Norwest"), hereby makes
the representations and warranties set forth in this Schedule II to the Issuer
and the Trustee, as of the Closing Date. Capitalized terms used but not
otherwise defined in this Schedule II shall have the meanings ascribed thereto
in the Master Servicing Agreement (the "Master Servicing Agreement") relating
to the above-referenced Bonds, among Norwest, as Master Servicer, American
Residential Eagle Bond Trust 1998-1, as Issuer, and First Union National Bank,
as Trustee.
(1) Norwest is duly organized as a national banking association and
is validly existing and in good standing under the laws of the United
States of America and is duly authorized and qualified to transact any
and all business contemplated by the Master Servicing Agreement to be
conducted by Norwest.
(2) Norwest has the full power and authority to master service the
Mortgage Loans, and to execute, deliver and perform its obligations
under, the Master Servicing Agreement and has duly authorized by all
necessary action on the part of Norwest the execution, delivery and
performance of the Master Servicing Agreement; and the Master Servicing
Agreement, and, assuming the due authorization, execution and delivery
thereof by the other parties thereto, constitutes a legal, valid and
binding obligation of Norwest, enforceable against Norwest in accordance
with its terms, except that (a) the enforceability thereof may be limited
by bankruptcy, insolvency, moratorium, receivership and other similar
laws relating to creditors' rights generally and (b) the remedy of
specific performance and injunctive and other forms of equitable relief
may be subject to equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought.
(3) The execution and delivery of the Master Servicing Agreement by
Norwest, the master servicing of the Mortgage Loans by Norwest under the
Master Servicing Agreement, the consummation of any other of the
transactions contemplated by the Master Servicing Agreement, and the
fulfillment of or compliance with the terms thereof will not (A) result
in a material breach of any term or provision of the charter or by-laws
of Norwest or (B) materially conflict with, result in a material breach,
violation or acceleration of, or result in a material default under, the
terms of any other material agreement or instrument to which Norwest is a
party or by which it may be bound, or (C) constitute a material violation
of any statute, order or regulation applicable to Norwest of any court,
regulatory body, administrative agency or governmental body having
jurisdiction over Norwest.
(4) No litigation is pending or, to the best of Norwest's knowledge,
threatened against Norwest that would materially and adversely affect the
execution or delivery of the Master Servicing Agreement by Norwest or
enforceability of the Master Servicing Agreement against Norwest or the
ability of Norwest to master service the Mortgage Loans or to perform any
of its other obligations under the Master Servicing Agreement in
accordance with the terms thereof.
(5) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by Norwest of its obligations under the Master Servicing
Agreement, or if any such consent, approval, authorization or order is
required, Norwest has obtained the same.
SCHEDULE III
AMERICAN RESIDENTIAL EAGLE BOND TRUST 1998-1
Collateralized Callable Mortgage Bonds
Representations and Warranties as to the Mortgage Loans
-------------------------------------------------------
In the Mortgage Loan Purchase Agreement (which has been assigned to the
Trustee), American Residential Investment Trust, Inc. (the "Seller") makes the
representations and warranties set forth in this Schedule III, as of the
Closing Date, or if so specified herein, as of the Cut-off Date. Capitalized
terms used but not otherwise defined in this Schedule III shall have the
meanings ascribed thereto in the Master Servicing Agreement (the "Master
Servicing Agreement") relating to the above-referenced Series of Bonds, issued
by American Residential Eagle Bond Trust 1998-1.
(1) The information set forth on Schedule I to the Master Servicing
Agreement with respect to each Mortgage Loan and the computer tape
describing the Mortgage Loans delivered to the Master Servicer prior to
closing are true and correct in all material respects as of the Closing
Date.
(2) The Mortgage Loans , individually and in the aggregate, conform
in all material respects to the descriptions thereof in the Prospectus
Supplement. The Mortgage Loans are not being transferred with any intent
to hinder, delay or defraud any creditors.
(3) With respect to any Mortgage Loan that is not a Cooperative
Loan, each Mortgage is a valid and enforceable first lien on the
Mortgaged Property subject only to (a) the lien of non-delinquent current
real property taxes and assessments, (b) covenants, conditions and
restrictions, rights of way, easements and other matters of public record
as of the date of recording of such Mortgage, such exceptions appearing
of record being acceptable to mortgage lending institutions generally or
specifically reflected in the appraisal made in connection with the
origination of the related Mortgage Loan, and (c) other matters to which
like properties are commonly subject which do not materially interfere
with the benefits of the security intended to be provided by such
Mortgage.
(4) Immediately prior to sale to the Company and the Issuer for
pledge to the Trustee for the benefit of the Bondholders, the Seller had
good title to, and was the sole owner of, each Mortgage Loan free and
clear of any pledge, lien, encumbrance or security interest and had full
right and authority, subject to no interest or participation of, or
agreement with, any other party, to pledge and assign the same pursuant
to the Indenture. Immediately after the sale by the Company to the
Issuer, the Issuer had good title to, and was the sole owner of, each
Mortgage Loan free and clear of any pledge, lien, encumbrance or security
interest and had full right and authority, subject to no interest or
participation of, or agreement with, any other party (other than the
Servicers pursuant to the Servicing Agreements) to pledge and assign the
same pursuant to the Indenture. The rights with respect to each Mortgage
Loan are assignable by the Seller without the consent of any Person other
than consents which will have been obtained on or before the Closing
Date.
(5) There is no delinquent tax or assessment lien against any
Mortgaged Property.
(6) There is no valid offset, claim, defense or counterclaim to any
Mortgage Note or Mortgage, including the obligation of the Mortgagor to
pay the unpaid principal of or interest on such Mortgage Note.
(7) To best of Seller's knowledge there are no mechanics' liens or
claims for work, labor or material affecting any Mortgaged Property which
are or may be a lien prior to, or equal with, the lien of such Mortgage,
except those which are insured against by the title insurance policy
referred to in item (11) below. No Mortgaged Property is damaged by
waste, fire, earthquake or earth movement, windstorm, flood, other types
of water damage, tornado or other casualty so as to affect adversely the
value of the property as security for such Mortgage Loan or the use for
which the premises was intended.
(8) To the best of Seller's knowledge, each Mortgaged Property is
free of material damage, and is in good repair.
(9) Each Mortgage Loan at origination complied in all material
respects with applicable state and federal laws, including, without
limitation, usury, equal credit opportunity, real estate settlement
procedures, truth-in-lending and disclosure laws, and consummation of the
transactions contemplated hereby will not involve the violation of any
such laws.
(10) As of the Closing Date, no prior holder of any Mortgage has
modified the Mortgage in any material respect (except that a Mortgage
Loan may have been modified by a written instrument which has been
recorded or submitted for recordation, if necessary, to protect the
interests of the Bondholders and which has been delivered to the
Trustee); satisfied, cancelled, subordinated or rescinded such Mortgage
in whole or in part; released the related Mortgaged Property in whole or
in part from the lien of such Mortgage; or executed any instrument of
release, cancellation, subordination, rescission, modification or
satisfaction with respect thereto. No action on the part of any Mortgagor
which would otherwise cause the related Mortgage Loan to be in default
has been waived.
(11) A lender's policy of title insurance together with a
condominium endorsement and an extended coverage endorsement, if
applicable, and a variable rate endorsement in an amount at least equal
to the Cut-off Date Stated Principal Balance of each such Mortgage Loan
or a commitment (binder) to issue the same was effective on the date of
the origination of each Mortgage Loan, each such policy is valid and
remains in full force and effect, and each such policy was issued by a
title insurer qualified to do business in the jurisdiction where the
Mortgaged Property is located and acceptable to FNMA or FHLMC and is in a
form acceptable to FNMA or FHLMC, which policy insures the Seller and
successor owners of indebtedness secured by the insured Mortgage, (a) as
to the first priority lien of the Mortgage subject to the exceptions set
forth in paragraph (3) above and (b) against loss by reason of the
invalidity or unenforceability of the lien resulting from the provisions
of the Mortgage Note and Mortgage with respect to adjustment in the
Mortgage Rate and Scheduled Payment; to the best of the Seller's
knowledge, no claims have been made under such mortgage title insurance
policy and no prior holder of the related Mortgage, including the Seller,
the Company or the Issuer, has done, by act or omission, anything which
would impair the coverage of such mortgage title insurance policy.
(12) Each Mortgage Loan was originated by an entity that satisfied
at the time of origination the requirements of Section 3(a)(41) of the
Securities Exchange Act of 1934, as amended.
(13) To the best of Seller's knowledge, all of the improvements
which were included for the purpose of determining the Appraised Value of
the Mortgaged Property lie wholly within the boundaries and building
restriction lines of such property, and no improvements on adjoining
properties encroach upon the Mortgaged Property.
(14) To the best of Seller's knowledge, no improvement located on or
being part of the Mortgaged Property is in violation of any applicable
zoning law or regulation. To the best of Seller's knowledge, all
inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of the Mortgaged Property and, with
respect to the use and occupancy of the same, including but not limited
to certificates of occupancy and fire underwriting certificates, have
been made or obtained from the appropriate authorities, unless the lack
thereof would not have a material adverse effect on the value of such
Mortgaged Property, and the Mortgaged Property is lawfully occupied under
applicable law. To the best of the Seller's knowledge, all parties which
have had any interest in each Mortgage Loan whether as Mortgagee,
assignee, pledgee or otherwise, and including, without limitation, the
Seller and/or during the period in which they held and disposed such
interest, were, in compliance with any and all applicable licensing
requirements of the laws of the State where in the Property securing the
Mortgage Loan is located.
(15) The Mortgage Note and the related Mortgage are genuine, and
each is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms and under applicable law. To the
best of Seller's knowledge, all parties to the Mortgage Note and the
Mortgage had legal capacity to execute the Mortgage Note and the Mortgage
and each Mortgage Note and Mortgage have been duly and properly executed
by such parties. Each Mortgage was recorded, and all subsequent
assignments of the original Mortgage have been recorded in appropriate
jurisdictions where recordation is necessary to perfect the lien thereof
as against creditors of the Seller. Each Mortgage and assignment of
Mortgage is in recordable form and is acceptable for recording under the
laws of the jurisdiction in the property securing such Mortgage is
located. The sale of the Mortgage Loans and the related Mortgage Notes
does not violate the terms and provisions of any loan or agreement to
which the Seller is party or to which it is bound.
(16) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with.
All costs, fees and expenses incurred in making, or closing or recording
the Mortgage Loans were paid.
(17) The related Mortgage contains customary and enforceable
provisions which render the rights and remedies of the holder thereof
adequate for the realization against the Mortgaged Property of the
benefits of the security, including, (i) in the case of a Mortgage
designated as a deed of trust, by trustee's sale, and (ii) otherwise by
judicial foreclosure. Each Mortgage Loan contains a provision for the
acceleration of the unpaid principal balance of the related Mortgage Loan
in the event that the property securing such Mortgage Loan is sold or
transferred without the prior written consent of the Mortgagee
thereunder.
(18) With respect to each Mortgage constituting a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves and is named in such
Mortgage, and no fees or expenses are or will become payable by the Trust
Estate to the trustee under the deed of trust, except in connection with
a trustee's sale after default by the Mortgagor.
(19) Each Mortgage Note and each Mortgage is in substantially one of
the forms acceptable to FNMA or FHLMC, with such riders as have been
acceptable to FNMA or FHLMC, as the case may be.
(20) There exist no deficiencies with respect to escrow deposits and
payments, if such are required, for which customary arrangements for
repayment thereof have not been made, and no escrow deposits or payments
of other charges or payments due Seller have been capitalized under the
Mortgage or the related Mortgage Note.
(21) There is no pledged account or other security other than real
estate securing the Mortgagor's obligations.
(22) No Mortgage Loan has a shared appreciation feature, or other
contingent interest feature. With respect to each Mortgage Loan, the
payments required of the Mortgagor are and will be such that the Mortgage
Loan will fully amortize over its term. No Mortgage Loan requires a
balloon payment at the end of its term.
(23) Each Mortgage Loan is assumable if the proposed transferee
submits certain information required to evaluate the transferee's ability
to repay the Mortgage Loan and the holder of the Mortgage Note reasonably
determines that the security for the Mortgage Loan would not be impaired
by the assumption.
(24) At the Cut-off Date, the improvements upon each Mortgaged
Property are covered by a valid and existing hazard insurance policy with
a generally acceptable carrier that provides for fire and extended
coverage and coverage for such other hazards as are customary in the area
where the Mortgaged Property is located in an amount which is at least
equal to the lesser of (i) the maximum insurable value of the
improvements securing such Mortgage Loan or (ii) the greater of (a) the
outstanding principal balance of the Mortgage Loan and (b) an amount such
that the proceeds of such policy shall be sufficient to prevent the
Mortgagor and/or the mortgagee from becoming a co-insurer. If the
Mortgaged Property is a condominium unit, it is included under the
coverage afforded by a blanket policy for the condominium unit. All such
individual insurance policies and all flood policies referred to in item
(26) below contain a standard mortgagee clause naming the applicable
Servicer or the original mortgagee, and its successors in interest, as
mortgagee, and the Seller has received no notice that any premiums due
and payable thereon have not been paid; the Mortgage obligates the
Mortgagor thereunder to maintain all such insurance including flood
insurance at the Mortgagor's cost and expense, and upon the Mortgagor's
failure to do so, authorizes the holder of the Mortgage to obtain and
maintain such insurance at the Mortgagor's cost and expense and to seek
reimbursement therefor from the Mortgagor.
(25) If the Mortgaged Property is in an area identified in the
Federal Register by the Federal Emergency Management Agency as having
special flood hazards, a flood insurance policy in a form meeting the
requirements of the current guidelines of the Flood Insurance
Administration is in effect with respect to such Mortgaged Property with
a generally acceptable carrier in an amount representing coverage not
less than the least of (A) the original outstanding principal balance of
the Mortgage Loan, (B) the minimum amount required to compensate for
damage or loss on a replacement cost basis, or (C) the maximum amount of
insurance that is available under the Flood Disaster Protection Act of
1973, as amended.
(26) To the best of the Seller's knowledge, there is no proceeding
pending or threatened for the total or partial condemnation of any
Mortgaged Property, nor is such a proceeding currently occurring. There
are no proceedings pending, or to the best of the Seller's knowledge
threatened, wherein the Mortgagor or any governmental agency has alleged
that any Mortgage Loan is illegal or unenforceable.
(27) Except as discussed in the Prospectus Supplement, there is no
material monetary default existing under any Mortgage or the related
Mortgage Note and, to the best of the Seller's knowledge, there is no
material event which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a default,
breach, violation or event of acceleration under the Mortgage or the
related Mortgage Note; and Seller has not waived any default, breach,
violation or event of acceleration.
(28) Other than with respect to Mortgaged Property underlying a
Cooperative Loan, each Mortgaged Property is improved by a one- to
four-family residential dwelling including condominium units and dwelling
units in PUDs, which, to the best of Seller's knowledge, does not include
mobile homes and does not constitute other than real property under state
law.
(29) Each Mortgage Loan is being serviced by the Master Servicer or
a Servicer as provided in Section 3(b) of the Master Servicing Agreement.
(30) There is no obligation on the part of the Seller or any other
party under the terms of the Mortgage or related Mortgage Note to make
payments in addition to those made by the Mortgagor. The Seller has
clearly fulfilled all obligations under or in connection with the
acquisition and assignment on the Mortgage Loans and the related Mortgage
Notes, including, without limitation, giving any notices or consents
necessary to affect the acquisition of the Mortgage Loans and the related
Mortgage Notes by the Trustee on behalf of the Trust and has done nothing
to impair the rights of the Trustee or the Bondholders with respect
therein.
(31) Any future advances made prior to the Cut-off Date have been
consolidated with the outstanding principal amount secured by the
Mortgage, and the secured principal amount, as consolidated, bears a
single interest rate and single repayment term reflected on the Schedule
of Mortgage Loans. The consolidated principal amount does not exceed the
original principal amount of the Mortgage Loan. The Mortgage Note does
not permit or obligate the Master Servicer to make future advances to the
Mortgagor at the option of the Mortgagor. The applicable interest rate is
adjusted in accordance with the terms of the related Mortgage Note. All
required notices of interest rate adjustments have been sent to each
Mortgagor on a timely basis and the computations of such adjustments were
properly calculated. All interest rate adjustments have been made in
accordance with all applicable law.
(32) There are no defaults in complying with the terms of the
Mortgage, and all taxes, governmental assessments, insurance premiums,
water, sewer and municipal charges, leasehold payments or ground rents
which previously became due and owing have been paid, or an escrow of
funds has been established in an amount sufficient to pay for every such
item which remains unpaid and which has been assessed, but is not yet due
and payable. Except for (A) payments in the nature of escrow payments,
and (B) interest accruing from the date of the Mortgage Note or date of
disbursement of the Mortgage proceeds, whichever is later, to the day
which precedes by one month the Due Date of the first installment of
principal and interest, including without limitation taxes and insurance
payments, the related Servicer has not advanced funds, or induced,
solicited or knowingly received any advance of funds by a party other
than the Mortgagor, directly or indirectly, for the payment of any amount
required by the Mortgage.
(33) Each Mortgage Loan was acquired by Seller in all material
respects in accordance with the guidelines set forth in the Prospectus
Supplement. The Seller used no selection procedure that identified the
Mortgage Loans as being less desirable or valuable than other comparable
mortgage loans acquired by the Seller.
(34) Prior to the approval of the Mortgage Loan application, an
appraisal of the related Mortgaged Property was obtained from a qualified
appraiser, duly appointed by the originator, who had no interest, direct
or indirect in the Mortgaged Property or in any loan made on the security
thereof, and whose compensation is not affected by the approval or
disapproval of the Mortgage Loan; such appraisal is in a form acceptable
to FNMA or FHLMC.
(35) None of the Mortgage Loans is a graduated payment mortgage loan
or a growing equity mortgage loan or subject to a buy down or similar
arrangement.
(36) Any leasehold estate securing a Mortgage Loan has a term of not
less than five years in excess of the term of the related Mortgage Loan.
(37) The sale, transfer, assignment and conveyance of Mortgage Loans
by the Seller pursuant to the Mortgage Loan Purchase Agreement is not
subject to and will not result in any tax, fee or governmental charge
payable by the Seller, the Issuer, the Depositor or the Trustee to any
federal, state or local government ("Transfer Taxes") other than Transfer
Taxes which have or will be paid by the Seller as due. In the event that
the Issuer, the Depositor or the Trustee receives actual notice of any
Transfer Taxes arising out of the transfer, assignment and conveyance of
the Mortgage Loans, on written demand by the Issuer, the Depositor or the
Trustee, or upon the Seller's otherwise being given notice thereof by the
Issuer, the Depositor or the Trustee, the Seller shall pay, and otherwise
indemnify and hold the Issuer, the Trustee and the Depositor harmless, on
an after-tax basis, from and against any and all such Transfer Taxes (it
being understood that the Bondholders, the Trustee, the Issuer, the
Depositor and the Depositor shall have no obligation to pay such Transfer
Taxes).
SCHEDULE IV
AMERICAN RESIDENTIAL EAGLE BOND TRUST 1998-1
Collateralized Callable Mortgage Bonds
Representations and Warranties of the Issuer
--------------------------------------------
American Residential Eagle Bond Trust 1998-1 (the "Issuer") hereby makes
the representations and warranties set forth in this Schedule IV to the Master
Servicer and the Trustee, as of the Closing Date. Capitalized terms used but
not otherwise defined in this Schedule IV shall have the meanings ascribed
thereto in the Master Servicing Agreement (the "Master Servicing Agreement")
relating to the above-referenced Series, among Norwest Bank Minnesota,
National Association, as Master Servicer, the Issuer, and First Union National
Bank, as Trustee.
(A) The Issuer is a statutory business trust duly organized, validly
existing and in good standing under the laws of the State of Delaware,
and possesses all requisite authority, power, licenses, permits and
franchises to conduct any and all business contemplated by the Master
Servicing Agreement and to comply with its obligations under the terms of
that Agreement, the performance of which have been duly authorized by all
necessary action.
(B) Neither the execution and delivery of the Master Servicing
Agreement by the Issuer, nor the performance and compliance with the
terms thereof by the Issuer will (A) result in a material breach of any
term or provision of the instruments creating the Issuer or governing its
operations, or (B) materially conflict with, result in a material breach,
violation or acceleration of, or result in a material default under, the
terms of any other material agreement or instrument to which the Issuer
is a party or by which it may be bound, or (C) constitute a material
violation of any statute, order or regulation applicable to the Issuer of
any court, regulatory body, administrative agency or governmental body
having jurisdiction over the Issuer; and the Issuer is not in breach or
violation of any material indenture or other material agreement or
instrument, or in violation of any statute, order or regulation of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may materially impair the
Issuer's ability to perform or meet any of its obligations under the
Master Servicing Agreement.
(C) The Master Servicing Agreement, and all documents and
instruments contemplated hereby, which are executed and delivered by the
Issuer, will, assuming due authorization, execution by and delivery to
the other parties hereto and thereto, constitute valid, legal and binding
obligations of the Issuer, enforceable in accordance with their
respective terms, except that (a) the enforceability thereof may be
limited by bankruptcy, insolvency, moratorium, receivership and other
similar laws relating to creditors' rights generally and (b) the remedy
of specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of the
court before which any proceeding therefor may be brought.
(D) No litigation is pending or, to the best of the Issuer's
knowledge, threatened against the Issuer that would materially and
adversely affect the execution, delivery or enforceability of the Master
Servicing Agreement or the ability of the Issuer to perform its
obligations thereunder.
(E) Immediately prior to the pledge of the Mortgage Loans to the
Trustee, the Issuer had good title to, and was the sole owner of, each
Mortgage Loan free and clear of any liens, charges or encumbrances or any
ownership or participation interests in favor of any other Person.
SECTION V
AMERICAN RESIDENTIAL EAGLE BOND TRUST 1998-1
Collateralized Callable Mortgage Bonds
Servicing Agreements
--------------------
1. Reconstituted Servicing Agreement, dated as of June 1, 1998, between
Lehman Capital, a division of Lehman Brothers Holdings Inc., American
Residential Investment Trust, Inc. and Aurora Loan Services Inc.
2. Reconstituted Special Servicing Agreement, dated as of June 1, 1998,
among Lehman Capital, a division of Lehman Brothers Holdings Inc.,
American Residential Investment Trust, Inc. and Ocwen Federal Bank FSB.
SCHEDULE VI
AMERICAN RESIDENTIAL EAGLE BOND TRUST 1998-1
Collateralized Callable Mortgage Bonds
Payment Schedule
June 25,1998
------------
In addition to the Interest Remittance Amount and the Principal
Remittance Amount determined as provided in the Indenture with respect to the
June 18 remittance from the Servicers, the following amounts need to be
included in the amounts transferred to the Distribution Account and the June
Distribution Date:
Principal amount received in May: $__________
Interest on such principal amount for
June 17-25 (8 days): $__________
SCHEDULE VII
AMERICAN RESIDENTIAL EAGLE BOND TRUST 1998-1
Collateralized Callable Mortgage Bonds
Purchase and Sale Agreements
----------------------------
1. Purchase and Warranties Agreement, dated as of October 1, 1997, between
Lehman Capital, a division of Lehman Brothers Holdings Inc. and Long
Beach Mortgage Company.
2. Master Mortgage Loan Sale and Purchase Agreement, dated as of December
10, 1997, between Accredited Home Lenders, Inc. and American Residential
Investment Trust, Inc.
3. Master Mortgage Loan Sale and Purchase Agreement, dated as of January 29,
1998, between Provident Funding Associates, L.P. and American Residential
Investment Trust, Inc.
<TABLE>
<CAPTION>
AUROLNID SCBAL51 CLTVSB RATE MARGIN INDEX FRADATE ORIGINAT
<S> <C> <C> <C> <C> <C> <C> <C>
7666076 124426.90 92.58 9.750 5.250 6 Month Libor 10/1/99 Long Beach
7670383 210197.78 92.59 9.750 5.250 6 Month Libor 11/1/99 Long Beach
7667025 49896.31 92.65 11.250 5.500 6 Month Libor 11/1/99 Long Beach
7892151 206564.68 89.81 9.250 5.500 6 Month Libor 1/1/00 Long Beach
7746472 246812.41 62.09 8.990 5.850 6 Month Libor 6/1/98 Long Beach
7890486 433593.88 56.68 8.250 5.850 6 Month Libor 12/1/99 Long Beach
7668858 180808.63 92.60 10.000 5.990 6 Month Libor 11/1/99 Long Beach
7672454 281580.96 92.64 10.990 5.990 6 Month Libor 11/1/99 Long Beach
7664246 56105.39 92.61 10.250 6.250 6 Month Libor 11/1/99 Long Beach
7664469 69271.57 79.08 11.375 6.375 6 Month Libor 8/1/99 Long Beach
7742364 64901.50 79.63 6.490 6.500 6 Month Libor 6/1/98 Long Beach
7664485 118005.08 61.46 10.500 6.500 6 Month Libor 9/1/99 Long Beach
7740806 25100.63 79.68 9.625 6.500 6 Month Libor 9/1/99 Long Beach
7664600 115797.14 92.69 12.750 6.500 6 Month Libor 10/1/99 Long Beach
7665805 78785.47 92.58 9.750 6.500 6 Month Libor 10/1/99 Long Beach
7740764 60787.40 92.71 12.500 6.500 6 Month Libor 4/1/98 Long Beach
7740970 78512.12 92.71 12.750 6.500 6 Month Libor 4/1/98 Long Beach
7666688 100695.97 92.57 9.500 6.500 6 Month Libor 5/1/98 Long Beach
7667256 59338.37 92.60 9.990 6.500 6 Month Libor 5/1/98 Long Beach
7670011 88709.61 79.56 6.500 6.990 6 Month Libor 5/1/98 Long Beach
7670391 48866.92 92.60 9.990 6.500 6 Month Libor 11/1/99 Long Beach
7670482 70390.49 92.67 10.850 6.500 6 Month Libor 11/1/99 Long Beach
7670763 77467.88 92.68 12.150 6.500 6 Month Libor 11/1/99 Long Beach
7671308 89341.03 92.16 11.750 6.500 6 Month Libor 11/1/99 Long Beach
7673403 137257.44 92.70 11.990 6.500 6 Month Libor 11/1/99 Long Beach
7673429 158252.45 92.43 11.500 6.500 6 Month Libor 11/1/99 Long Beach
7741622 135951.23 91.73 8.990 6.500 6 Month Libor 11/1/99 Long Beach
7744600 87336.50 92.66 10.500 6.500 6 Month Libor 11/1/99 Long Beach
7745821 113479.09 70.05 6.500 6.500 6 Month Libor 6/1/98 Long Beach
7748635 175650.89 92.66 10.590 6.500 6 Month Libor 12/1/99 Long Beach
7740186 493586.55 62.48 7.750 6.500 6 Month Libor 3/1/98 Long Beach
7665136 48893.17 92.66 11.750 6.750 6 Month Libor 4/1/98 Long Beach
7666530 375240.02 92.58 9.750 6.850 6 Month Libor 10/1/99 Long Beach
7743065 80563.23 84.80 10.750 6.950 6 Month Libor 11/1/99 Long Beach
8024903 92706.60 71.87 9.990 4.500 6 Month Libor 6/15/97 Accred
7663495 80563.80 92.61 10.390 6.990 6 Month Libor 10/1/99 Long Beach
7665821 401972.39 92.68 11.500 6.990 6 Month Libor 10/1/99 Long Beach
7741499 187211.98 92.70 11.990 6.990 6 Month Libor 10/1/99 Long Beach
8027930 131256.45 57.07 8.490 5.000 6 Month Libor 4/1/98 Accred
7663222 584184.53 92.70 13.050 6.990 6 Month Libor 11/1/99 Long Beach
7668890 262182.47 84.57 6.990 7.250 6 Month Libor 5/1/98 Long Beach
7669328 103977.47 84.53 6.990 6.990 6 Month Libor 5/1/98 Long Beach
7669443 125884.52 83.92 6.990 6.500 6 Month Libor 5/1/98 Long Beach
7740434 124537.55 50.63 8.500 6.990 6 Month Libor 11/1/99 Long Beach
7743727 484611.63 92.63 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7743925 63859.61 92.67 10.990 6.990 6 Month Libor 11/1/99 Long Beach
7745854 254578.06 92.66 10.500 6.990 6 Month Libor 5/1/98 Long Beach
7746423 81796.58 92.73 13.490 6.990 6 Month Libor 11/1/99 Long Beach
7740160 79869.70 92.69 11.500 6.990 6 Month Libor 12/1/99 Long Beach
7744998 159335.24 75.87 6.990 6.990 6 Month Libor 6/1/98 Long Beach
7748551 52281.88 69.71 6.990 6.500 6 Month Libor 6/1/98 Long Beach
7749518 156845.66 89.63 6.990 6.990 6 Month Libor 6/1/98 Long Beach
7749963 183235.54 79.67 6.990 7.990 6 Month Libor 6/1/98 Long Beach
7749971 258919.80 79.67 6.990 6.990 6 Month Libor 6/1/98 Long Beach
7750672 309110.42 79.26 6.990 6.990 6 Month Libor 6/1/98 Long Beach
7889587 93509.87 79.92 6.990 6.990 6 Month Libor 6/1/98 Long Beach
7890064 57360.51 89.63 6.990 6.750 6 Month Libor 6/1/98 Long Beach
7896731 108389.59 74.75 6.990 6.500 6 Month Libor 7/1/98 Long Beach
7897853 139536.05 80.19 6.990 5.990 6 Month Libor 7/1/98 Long Beach
7899537 60000.50 69.77 6.990 6.500 6 Month Libor 7/1/98 Long Beach
7672298 105719.78 81.32 7.000 6.150 6 Month Libor 5/1/98 Long Beach
7745250 46766.17 55.02 7.000 5.990 6 Month Libor 5/1/98 Long Beach
7887763 137344.98 84.78 9.350 6.600 6 Month Libor 12/1/99 Long Beach
7671597 543779.93 66.31 8.100 5.450 6 Month Libor 5/1/98 Long Beach
7664089 99483.18 79.59 11.150 7.125 6 Month Libor 2/1/98 Long Beach
7673577 90496.14 84.58 7.000 6.500 6 Month Libor 5/1/98 Long Beach
7671019 97933.81 92.45 9.990 7.250 6 Month Libor 11/1/99 Long Beach
7744444 80470.44 92.60 8.990 7.250 6 Month Libor 11/1/99 Long Beach
7740889 60470.74 75.59 8.250 6.500 6 Month Libor 4/1/98 Long Beach
7667546 254783.55 79.62 7.250 6.500 6 Month Libor 5/1/98 Long Beach
7670169 186111.39 84.60 7.250 6.500 6 Month Libor 5/1/98 Long Beach
7670532 116742.63 84.60 7.250 6.990 6 Month Libor 5/1/98 Long Beach
7670631 211067.23 84.60 7.250 7.490 6 Month Libor 5/1/98 Long Beach
7671274 67560.45 84.45 7.250 6.500 6 Month Libor 5/1/98 Long Beach
7673247 95593.58 84.60 7.250 6.500 6 Month Libor 5/1/98 Long Beach
7673643 117795.73 78.53 7.250 6.500 6 Month Libor 5/1/98 Long Beach
7747728 114546.00 73.90 7.250 6.990 6 Month Libor 12/1/99 Long Beach
7749591 214151.21 87.41 7.250 6.500 6 Month Libor 12/1/99 Long Beach
7750201 73655.32 84.66 7.250 6.500 6 Month Libor 6/1/98 Long Beach
7750359 203194.63 84.66 7.250 5.990 6 Month Libor 12/1/99 Long Beach
7887607 92506.84 79.75 7.250 6.500 6 Month Libor 7/1/98 Long Beach
7890635 330447.50 84.73 7.250 6.500 6 Month Libor 7/1/98 Long Beach
7894785 94900.25 84.73 7.250 6.500 6 Month Libor 7/1/98 Long Beach
8036758 99685.11 43.34 7.250 6.990 6 Month Libor 7/1/98 Long Beach
7664477 212173.63 74.06 11.100 7.325 6 Month Libor 8/1/99 Long Beach
7740798 42729.95 70.05 10.250 7.325 6 Month Libor 8/1/99 Long Beach
7740855 172605.25 89.67 9.900 7.325 6 Month Libor 9/1/99 Long Beach
7665599 114073.31 92.65 10.500 7.350 6 Month Libor 10/1/99 Long Beach
7750748 263331.81 84.67 7.375 5.990 6 Month Libor 6/1/98 Long Beach
7890445 106671.31 86.37 7.375 6.990 6 Month Libor 1/1/00 Long Beach
7667603 222984.81 79.64 7.490 6.990 6 Month Libor 5/1/98 Long Beach
7672819 80384.05 84.61 7.490 6.500 6 Month Libor 5/1/98 Long Beach
7673130 364591.18 79.26 7.490 6.500 6 Month Libor 5/1/98 Long Beach
7741556 129308.32 55.02 7.490 7.250 6 Month Libor 11/1/99 Long Beach
7748726 322780.17 89.66 7.490 6.990 6 Month Libor 6/1/98 Long Beach
7899081 169489.57 84.32 7.490 6.500 6 Month Libor 7/1/98 Long Beach
7899362 156728.01 70.92 7.490 6.250 6 Month Libor 7/1/98 Long Beach
7887698 82165.68 74.70 10.500 6.000 6 Month Libor 3/1/98 Long Beach
8026882 248676.61 69.27 9.000 5.500 6 Month Libor 4/15/98 Accred
7665680 273398.45 78.56 8.500 4.990 6 Month Libor 4/1/98 Long Beach
7666985 393958.80 89.54 8.500 6.990 6 Month Libor 4/1/98 Long Beach
7668551 109502.45 26.51 7.500 6.990 6 Month Libor 5/1/98 Long Beach
7669468 220000.43 84.62 7.500 6.500 6 Month Libor 5/1/98 Long Beach
7669484 135384.88 84.62 7.500 6.500 6 Month Libor 5/1/98 Long Beach
7671613 117192.54 84.62 7.500 6.990 6 Month Libor 5/1/98 Long Beach
7672595 152307.97 84.62 7.500 6.000 6 Month Libor 5/1/98 Long Beach
7742042 290679.25 79.64 7.500 6.990 6 Month Libor 5/1/98 Long Beach
7742679 106117.87 56.75 7.500 6.500 6 Month Libor 5/1/98 Long Beach
7744121 127869.03 69.49 7.500 6.990 6 Month Libor 11/1/99 Long Beach
7744972 102534.13 74.03 7.500 6.990 6 Month Libor 5/1/98 Long Beach
7746647 123035.97 64.76 7.500 6.990 6 Month Libor 6/1/98 Long Beach
7747397 290869.92 79.04 7.500 6.990 6 Month Libor 12/1/99 Long Beach
7749955 226645.21 69.74 7.500 6.990 6 Month Libor 6/1/98 Long Beach
7890379 218874.53 68.40 7.500 5.990 6 Month Libor 12/1/99 Long Beach
7896293 159520.57 62.31 7.500 6.990 6 Month Libor 7/1/98 Long Beach
7897150 139829.73 84.75 7.500 6.250 6 Month Libor 7/1/98 Long Beach
7897473 149421.12 89.47 7.500 6.990 6 Month Libor 7/1/98 Long Beach
7898950 274175.95 79.47 7.500 6.500 6 Month Libor 7/1/98 Long Beach
7901549 194415.68 64.81 7.500 5.250 6 Month Libor 1/1/00 Provident
8027310 82614.59 69.13 7.625 5.500 6 Month Libor 9/15/99 Accred
7671340 410182.19 67.24 7.625 5.990 6 Month Libor 5/1/98 Long Beach
7742257 580115.97 81.71 7.625 6.990 6 Month Libor 12/1/99 Long Beach
7902091 181071.86 79.77 7.650 6.000 6 Month Libor 1/1/00 Provident
7891906 121966.86 69.70 7.700 6.250 6 Month Libor 11/1/99 Long Beach
8026304 50724.92 58.98 9.250 5.500 6 Month Libor 2/15/98 Accred
8027377 134319.94 57.16 7.750 5.250 6 Month Libor 9/15/99 Accred
7667157 210714.23 84.29 8.750 6.500 6 Month Libor 4/1/98 Long Beach
7740566 295621.41 77.59 8.750 5.500 6 Month Libor 4/1/98 Long Beach
7741630 53710.30 76.18 8.750 6.500 6 Month Libor 4/1/98 Long Beach
7665920 119483.58 68.28 8.750 5.990 6 Month Libor 5/1/98 Long Beach
7667793 276404.82 76.78 7.750 6.500 6 Month Libor 5/1/98 Long Beach
7668908 118487.85 84.63 7.750 6.500 6 Month Libor 5/1/98 Long Beach
7669369 155726.88 83.72 7.750 6.500 6 Month Libor 5/1/98 Long Beach
7672371 88816.11 59.21 7.750 6.990 6 Month Libor 5/1/98 Long Beach
7672538 75424.01 74.68 7.750 4.750 6 Month Libor 5/1/98 Long Beach
7672603 85629.90 71.36 7.750 6.500 6 Month Libor 5/1/98 Long Beach
7672983 198890.35 92.54 7.750 6.500 6 Month Libor 5/1/98 Long Beach
7673072 134319.43 78.55 7.750 5.990 6 Month Libor 5/1/98 Long Beach
7741101 163294.18 70.08 7.750 6.500 6 Month Libor 5/1/98 Long Beach
7742372 180021.91 79.66 7.750 5.750 6 Month Libor 11/1/99 Long Beach
7745011 157320.03 79.45 7.750 6.990 6 Month Libor 5/1/98 Long Beach
7743784 88432.52 79.67 7.750 6.500 6 Month Libor 6/1/98 Long Beach
7747959 79714.01 77.39 7.750 6.500 6 Month Libor 6/1/98 Long Beach
7748965 169730.92 53.88 7.750 6.900 6 Month Libor 12/1/99 Long Beach
7750037 179356.54 85.41 7.750 7.250 6 Month Libor 6/1/98 Long Beach
7890460 166801.58 89.68 7.750 7.250 6 Month Libor 6/1/98 Long Beach
7888787 138155.04 84.76 7.750 6.990 6 Month Libor 1/1/00 Long Beach
7895592 199429.90 66.48 7.750 5.500 6 Month Libor 7/1/98 Long Beach
7895592 199429.90 66.48 7.750 5.500 6 Month Libor 7/1/98 Long Beach
7896707 291666.18 74.79 7.750 6.500 6 Month Libor 7/1/98 Long Beach
7898117 134814.60 79.77 7.750 6.500 6 Month Libor 1/1/00 Long Beach
7898810 254273.09 84.76 7.750 6.750 6 Month Libor 7/1/98 Long Beach
7743594 68555.98 79.72 7.790 6.550 6 Month Libor 6/1/98 Long Beach
8030652 318644.67 83.85 7.830 5.500 6 Month Libor 11/1/99 Accred
7670508 152353.28 84.64 7.840 6.500 6 Month Libor 5/1/98 Long Beach
7889967 74736.68 54.16 7.840 6.850 6 Month Libor 6/1/98 Long Beach
7742133 149428.82 54.34 7.850 6.250 6 Month Libor 12/1/99 Long Beach
7901861 149474.42 51.31 7.850 5.750 6 Month Libor 12/1/99 Provident
7664501 53365.37 79.06 9.750 7.875 6 Month Libor 9/1/99 Long Beach
7901507 288180.07 75.84 7.875 6.000 6 Month Libor 10/1/99 Provident
7892300 145386.76 50.83 7.875 6.000 6 Month Libor 11/1/99 Long Beach
7895816 250774.14 77.16 7.875 5.250 6 Month Libor 7/1/98 Long Beach
7664550 318388.77 74.04 8.900 5.490 6 Month Libor 4/1/98 Long Beach
7890528 216247.22 78.64 7.900 5.990 6 Month Libor 12/1/99 Long Beach
7890163 215482.32 78.36 7.900 6.990 6 Month Libor 7/1/98 Long Beach
7902083 148338.57 84.76 7.900 6.750 6 Month Libor 1/1/00 Provident
7901697 63524.70 74.82 7.925 6.000 6 Month Libor 1/1/00 Provident
7667934 103520.16 89.63 7.950 4.990 6 Month Libor 5/1/98 Long Beach
7663586 289341.31 77.57 8.990 6.250 6 Month Libor 4/1/98 Long Beach
7663768 125212.04 86.35 8.990 7.500 6 Month Libor 4/1/98 Long Beach
7664782 218943.66 48.65 7.990 5.500 6 Month Libor 10/1/99 Long Beach
7665698 119439.15 79.63 8.990 6.990 6 Month Libor 4/1/98 Long Beach
7667660 84398.47 84.40 8.990 7.250 6 Month Libor 4/1/98 Long Beach
7740541 35105.62 84.59 7.990 6.500 6 Month Libor 10/1/99 Long Beach
7741085 216953.26 84.42 7.990 6.990 6 Month Libor 10/1/99 Long Beach
7741697 90513.35 84.59 7.990 6.500 6 Month Libor 10/1/99 Long Beach
7741887 350209.34 73.73 8.990 6.990 6 Month Libor 4/1/98 Long Beach
7663990 191212.45 68.91 7.990 6.500 6 Month Libor 5/1/98 Long Beach
7665425 286818.71 79.67 7.990 7.250 6 Month Libor 11/1/99 Long Beach
7667074 268344.77 84.65 7.990 6.500 6 Month Libor 5/1/98 Long Beach
7668734 120503.69 64.10 7.990 5.990 6 Month Libor 5/1/98 Long Beach
7669153 112163.01 84.33 7.990 6.500 6 Month Libor 5/1/98 Long Beach
7669195 101183.23 79.67 7.990 6.500 6 Month Libor 5/1/98 Long Beach
7669310 107158.65 76.54 7.990 5.750 6 Month Libor 11/1/99 Long Beach
7669757 84632.61 84.63 7.990 6.500 6 Month Libor 5/1/98 Long Beach
7669948 119489.43 79.66 7.990 6.990 6 Month Libor 5/1/98 Long Beach
7669997 42183.06 72.73 7.990 6.990 6 Month Libor 5/1/98 Long Beach
7670292 338605.36 70.69 7.990 5.000 6 Month Libor 5/1/98 Long Beach
7670466 102776.66 79.67 7.990 6.990 6 Month Libor 5/1/98 Long Beach
7670920 135426.70 84.64 7.990 6.990 6 Month Libor 11/1/99 Long Beach
7671290 59753.89 79.67 7.990 7.250 6 Month Libor 5/1/98 Long Beach
7671571 110743.89 79.67 7.990 7.250 6 Month Libor 11/1/99 Long Beach
7672330 81663.62 69.21 7.990 7.250 6 Month Libor 11/1/99 Long Beach
7672520 82958.29 84.65 7.990 6.250 6 Month Libor 5/1/98 Long Beach
7672587 139335.06 84.45 7.990 6.500 6 Month Libor 5/1/98 Long Beach
7672843 547744.02 84.27 7.990 7.250 6 Month Libor 11/1/99 Long Beach
7673452 195196.06 66.17 7.990 6.990 6 Month Libor 5/1/98 Long Beach
7742620 138031.49 89.63 7.990 6.990 6 Month Libor 5/1/98 Long Beach
7746118 132175.58 78.03 7.990 6.250 6 Month Libor 5/1/98 Long Beach
7746985 138106.19 74.65 7.990 6.990 6 Month Libor 5/1/98 Long Beach
8029050 123027.21 74.56 7.990 5.750 6 Month Libor 5/1/98 Accred
7740335 258366.77 84.16 7.990 7.250 6 Month Libor 12/1/99 Long Beach
7743115 189601.88 74.35 7.990 6.500 6 Month Libor 12/1/99 Long Beach
7743537 64778.58 68.19 7.990 6.500 6 Month Libor 12/1/99 Long Beach
7743883 133936.55 79.72 7.990 6.990 6 Month Libor 12/1/99 Long Beach
7744345 94626.51 57.35 7.990 6.750 6 Month Libor 6/1/98 Long Beach
7744675 115477.30 79.64 7.990 6.990 6 Month Libor 6/1/98 Long Beach
7747298 358584.38 77.11 7.990 5.250 6 Month Libor 6/1/98 Long Beach
7747447 252138.10 60.76 7.990 5.750 6 Month Libor 12/1/99 Long Beach
7748395 181379.99 86.37 7.990 6.500 6 Month Libor 6/1/98 Long Beach
7748478 134356.73 83.97 7.990 6.990 6 Month Libor 6/1/98 Long Beach
7748940 194765.42 70.82 7.990 6.990 6 Month Libor 6/1/98 Long Beach
7749450 101352.56 89.69 7.990 6.990 6 Month Libor 6/1/98 Long Beach
7749997 94973.93 61.27 7.990 5.990 6 Month Libor 12/1/99 Long Beach
7750532 106834.77 79.14 7.990 6.500 6 Month Libor 6/1/98 Long Beach
7750656 104343.32 82.81 7.990 7.250 6 Month Libor 12/1/99 Long Beach
7750706 111817.77 83.45 7.990 6.500 6 Month Libor 6/1/98 Long Beach
7750821 230511.99 89.69 7.990 7.250 6 Month Libor 6/1/98 Long Beach
7750862 394202.44 89.19 7.990 6.990 6 Month Libor 6/1/98 Long Beach
7888019 423548.26 84.71 7.990 6.250 6 Month Libor 6/1/98 Long Beach
7891831 224482.65 84.71 7.990 6.500 6 Month Libor 6/1/98 Long Beach
7888498 71966.98 84.67 7.990 6.750 6 Month Libor 7/1/98 Long Beach
7888712 94939.11 79.78 7.990 7.250 6 Month Libor 1/1/00 Long Beach
7891476 173753.74 84.76 7.990 6.250 6 Month Libor 7/1/98 Long Beach
7891492 89356.62 79.78 7.990 7.250 6 Month Libor 7/1/98 Long Beach
7892474 167533.53 81.72 7.990 6.990 6 Month Libor 1/1/00 Long Beach
7892516 69510.66 81.78 7.990 6.990 6 Month Libor 1/1/00 Long Beach
7893233 237752.44 74.30 7.990 6.990 6 Month Libor 7/1/98 Long Beach
7898455 47869.63 77.21 7.990 6.990 6 Month Libor 1/1/00 Long Beach
7898968 498641.82 82.42 7.990 6.250 6 Month Libor 7/1/98 Long Beach
7899529 59837.02 74.80 7.990 6.500 6 Month Libor 7/1/98 Long Beach
7899594 38061.31 81.85 7.990 6.990 6 Month Libor 7/1/98 Long Beach
7663545 121925.13 67.74 9.000 5.050 6 Month Libor 4/1/98 Long Beach
7664634 42545.18 74.64 8.000 5.990 6 Month Libor 10/1/99 Long Beach
7741093 135304.60 84.57 9.000 5.990 6 Month Libor 4/1/98 Long Beach
7668247 126679.29 79.67 8.000 6.500 6 Month Libor 5/1/98 Long Beach
7669476 114722.55 79.67 8.000 6.500 6 Month Libor 5/1/98 Long Beach
7670748 228062.58 84.47 8.000 5.500 6 Month Libor 5/1/98 Long Beach
7671415 212128.06 56.57 8.000 6.990 6 Month Libor 11/1/99 Long Beach
7671662 140223.63 79.67 8.000 5.990 6 Month Libor 5/1/98 Long Beach
7672116 208741.99 79.67 8.000 6.250 6 Month Libor 11/1/99 Long Beach
7673437 190218.12 84.54 8.000 7.250 6 Month Libor 5/1/98 Long Beach
7744162 69237.16 64.11 8.000 6.990 6 Month Libor 6/1/98 Long Beach
7746563 195333.61 78.76 8.000 6.990 6 Month Libor 12/1/99 Long Beach
7747835 206296.22 87.79 8.000 6.990 6 Month Libor 12/1/99 Long Beach
7750235 54813.00 37.04 8.000 7.250 6 Month Libor 12/1/99 Long Beach
7891666 84516.23 25.61 8.000 5.990 6 Month Libor 1/1/00 Long Beach
7893985 115685.52 79.24 8.000 6.990 6 Month Libor 1/1/00 Long Beach
7894157 142113.72 70.70 8.000 5.500 6 Month Libor 7/1/98 Long Beach
7894306 48618.41 60.77 8.000 6.990 6 Month Libor 7/1/98 Long Beach
7894322 54601.57 66.59 8.000 6.990 6 Month Libor 7/1/98 Long Beach
7896111 109602.07 69.81 8.000 6.990 6 Month Libor 1/1/00 Long Beach
7897242 83971.75 79.22 8.000 6.500 6 Month Libor 1/1/00 Long Beach
7899230 163555.43 79.01 8.000 6.500 6 Month Libor 1/1/00 Long Beach
7901598 348898.83 77.05 8.000 6.250 6 Month Libor 1/1/00 Provident
7901408 306963.31 79.73 8.050 6.250 6 Month Libor 12/1/99 Provident
7901879 107141.83 62.80 8.100 6.750 6 Month Libor 12/1/99 Provident
8030736 132667.76 89.64 8.120 6.500 6 Month Libor 11/1/99 Accred
8025116 96842.37 71.74 8.125 5.250 6 Month Libor 7/15/99 Accred
8025355 203369.02 73.15 8.125 5.350 6 Month Libor 7/1/99 Accred
8026114 179006.70 67.04 8.125 5.250 6 Month Libor 8/15/99 Accred
7740822 40479.37 69.79 11.000 8.125 6 Month Libor 9/1/99 Long Beach
8026684 182765.31 74.60 8.125 5.250 6 Month Libor 9/1/99 Accred
7743974 172906.98 78.59 8.125 5.990 6 Month Libor 5/1/98 Long Beach
7887789 113445.29 70.03 8.125 6.990 6 Month Libor 11/1/99 Long Beach
7892417 368523.01 70.19 8.125 5.750 6 Month Libor 11/1/99 Long Beach
8029324 123339.68 47.44 8.125 5.250 6 Month Libor 11/15/99 Accred
7748585 86239.15 79.12 8.125 6.990 6 Month Libor 12/1/99 Long Beach
8029969 192208.95 84.67 8.125 5.500 6 Month Libor 6/1/98 Accred
8029977 150641.04 79.28 8.125 5.000 6 Month Libor 6/1/98 Accred
7890668 29907.23 57.51 8.125 6.990 6 Month Libor 7/1/98 Long Beach
7896434 89155.59 79.60 8.125 6.990 6 Month Libor 1/1/00 Long Beach
7898257 150191.94 72.91 8.125 6.500 6 Month Libor 7/1/98 Long Beach
7901663 204258.69 79.79 8.125 5.250 6 Month Libor 1/1/00 Provident
7892037 353943.00 84.59 8.150 6.750 6 Month Libor 10/1/99 Long Beach
7892532 97112.77 74.70 8.150 6.000 6 Month Libor 11/1/99 Long Beach
7901853 135147.14 79.73 8.150 6.000 6 Month Libor 12/1/99 Provident
7902042 125983.07 79.74 8.150 6.750 6 Month Libor 12/1/99 Provident
7896764 45879.04 57.35 8.150 6.990 6 Month Libor 1/1/00 Long Beach
7666886 52668.28 64.23 8.175 7.990 6 Month Libor 11/1/99 Long Beach
7887680 149508.26 48.23 10.500 8.200 6 Month Libor 9/1/99 Long Beach
7901994 115697.99 79.79 8.200 6.000 6 Month Libor 1/1/00 Provident
7901580 141222.81 76.79 8.200 6.000 6 Month Libor 1/1/00 Provident
7746183 79541.51 69.77 8.240 6.250 6 Month Libor 6/1/98 Long Beach
7750102 127186.70 79.00 8.240 5.990 6 Month Libor 6/1/98 Long Beach
7895295 117445.92 74.81 8.240 6.240 6 Month Libor 7/1/98 Long Beach
8025033 166592.96 78.58 10.250 6.250 6 Month Libor 9/1/97 Accred
8025843 24842.57 27.91 8.250 5.500 6 Month Libor 7/15/99 Accred
8026890 83560.98 73.95 8.250 6.750 6 Month Libor 9/1/99 Accred
7664741 56590.47 89.12 9.250 4.750 6 Month Libor 4/1/98 Long Beach
7665946 85178.77 79.61 8.250 7.250 6 Month Libor 4/1/98 Long Beach
7666472 152321.45 84.62 9.250 6.500 6 Month Libor 4/1/98 Long Beach
7740723 302515.49 79.61 8.250 6.990 6 Month Libor 10/1/99 Long Beach
7741135 94777.77 84.62 9.250 6.500 6 Month Libor 4/1/98 Long Beach
7741408 232713.34 84.62 9.250 4.750 6 Month Libor 4/1/98 Long Beach
7741564 58240.56 74.67 9.250 6.500 6 Month Libor 4/1/98 Long Beach
7741754 48108.23 66.36 8.250 5.500 6 Month Libor 10/1/99 Long Beach
8027559 44600.80 51.27 8.250 6.250 6 Month Libor 10/1/99 Accred
7665144 242054.15 89.65 8.250 7.250 6 Month Libor 11/1/99 Long Beach
7665250 79190.53 55.38 9.250 6.500 6 Month Libor 5/1/98 Long Beach
7665334 166798.20 83.40 8.250 6.500 6 Month Libor 11/1/99 Long Beach
7665896 119532.90 77.12 8.250 6.500 6 Month Libor 5/1/98 Long Beach
7666225 105985.83 79.09 8.250 6.500 6 Month Libor 5/1/98 Long Beach
7666647 34266.08 79.69 8.250 6.500 6 Month Libor 5/1/98 Long Beach
7667983 89251.27 79.69 9.250 6.500 6 Month Libor 5/1/98 Long Beach
7668015 58272.30 89.65 8.250 4.750 6 Month Libor 5/1/98 Long Beach
7668338 134623.93 84.67 8.250 6.990 6 Month Libor 5/1/98 Long Beach
7668403 143732.50 82.13 8.250 6.500 6 Month Libor 5/1/98 Long Beach
7668577 242801.24 74.71 8.250 6.990 6 Month Libor 11/1/99 Long Beach
7669609 124234.54 79.64 8.250 7.500 6 Month Libor 5/1/98 Long Beach
7669955 88616.16 72.05 8.250 6.990 6 Month Libor 5/1/98 Long Beach
7670490 114155.92 84.56 8.250 6.500 6 Month Libor 5/1/98 Long Beach
7670615 403423.59 74.30 8.250 7.500 6 Month Libor 5/1/98 Long Beach
7670698 119532.90 74.71 8.250 6.990 6 Month Libor 5/1/98 Long Beach
7671365 177805.21 84.67 8.250 5.990 6 Month Libor 5/1/98 Long Beach
7672934 585711.27 79.69 9.250 7.250 6 Month Libor 5/1/98 Long Beach
7673528 230100.84 59.77 8.250 5.900 6 Month Libor 11/1/99 Long Beach
7743859 218066.51 81.37 9.250 6.990 6 Month Libor 5/1/98 Long Beach
7743933 223526.57 84.67 8.250 6.990 6 Month Libor 5/1/98 Long Beach
8030694 134474.53 67.24 8.250 6.000 6 Month Libor 11/1/99 Accred
7740459 133566.84 82.96 8.250 6.990 6 Month Libor 12/1/99 Long Beach
7742166 194020.81 84.73 8.250 5.990 6 Month Libor 12/1/99 Long Beach
7742497 134563.62 65.64 8.250 7.250 6 Month Libor 12/1/99 Long Beach
7743297 135560.39 84.73 8.250 6.990 6 Month Libor 12/1/99 Long Beach
7745201 422778.93 84.56 8.250 6.500 6 Month Libor 6/1/98 Long Beach
7746639 84725.23 62.76 8.250 5.990 6 Month Libor 12/1/99 Long Beach
7746746 682536.55 67.24 8.250 6.990 6 Month Libor 6/1/98 Long Beach
7747439 91702.59 79.74 8.250 6.500 6 Month Libor 6/1/98 Long Beach
7747496 267133.72 83.22 8.250 5.000 6 Month Libor 6/1/98 Long Beach
7748130 99128.55 84.73 8.250 6.500 6 Month Libor 6/1/98 Long Beach
7750896 133709.40 82.54 8.250 7.990 6 Month Libor 12/1/99 Long Beach
7751019 70172.44 79.74 8.250 6.500 6 Month Libor 6/1/98 Long Beach
7890106 112684.55 84.73 8.250 6.750 6 Month Libor 6/1/98 Long Beach
7891963 142737.12 79.74 8.250 6.500 6 Month Libor 6/1/98 Long Beach
7892144 71767.27 53.96 8.250 5.990 6 Month Libor 12/1/99 Long Beach
7902117 403491.49 79.74 8.250 6.000 6 Month Libor 12/1/99 Provident
7890197 273792.57 89.77 8.250 6.990 6 Month Libor 1/1/00 Long Beach
7890403 258332.55 66.24 8.250 6.990 6 Month Libor 1/1/00 Long Beach
7890643 94953.84 84.78 8.250 6.500 6 Month Libor 7/1/98 Long Beach
7890700 57371.76 79.13 8.250 6.250 6 Month Libor 7/1/98 Long Beach
7892839 195494.90 79.79 8.250 6.990 6 Month Libor 7/1/98 Long Beach
7893449 124627.98 84.78 8.250 5.990 6 Month Libor 1/1/00 Long Beach
7894389 124677.89 62.34 8.250 6.500 6 Month Libor 7/1/98 Long Beach
7894991 121186.87 89.77 8.250 6.990 6 Month Libor 7/1/98 Long Beach
7895378 183276.47 73.31 8.250 6.990 6 Month Libor 7/1/98 Long Beach
7896129 59845.38 47.88 8.250 6.990 6 Month Libor 1/1/00 Long Beach
7896160 157592.83 73.99 8.250 6.990 6 Month Libor 1/1/00 Long Beach
7896558 54758.50 74.50 8.250 6.500 6 Month Libor 7/1/98 Long Beach
7896855 317928.57 82.58 8.250 6.990 6 Month Libor 1/1/00 Long Beach
7897119 398470.45 84.78 8.250 6.990 6 Month Libor 1/1/00 Long Beach
7897499 211453.63 79.79 8.250 6.500 6 Month Libor 7/1/98 Long Beach
7897804 133653.75 52.41 8.250 6.990 6 Month Libor 1/1/00 Long Beach
7897937 134489.08 89.66 8.250 6.500 6 Month Libor 7/1/98 Long Beach
7897945 299226.87 69.59 8.250 6.990 6 Month Libor 1/1/00 Long Beach
7898075 153204.15 79.79 8.250 6.500 6 Month Libor 7/1/98 Long Beach
7898927 128019.24 84.78 8.250 6.500 6 Month Libor 7/1/98 Long Beach
7901630 131410.48 84.78 8.250 5.250 6 Month Libor 1/1/00 Provident
7887821 286665.59 79.63 8.290 6.050 6 Month Libor 4/1/98 Long Beach
7890726 152487.91 84.72 8.290 7.000 6 Month Libor 7/1/98 Long Beach
7663404 69246.36 88.21 9.300 6.990 6 Month Libor 4/1/98 Long Beach
7901754 84555.79 62.60 8.300 6.000 6 Month Libor 7/1/99 Provident
7891401 255013.58 79.20 8.300 6.750 6 Month Libor 11/1/99 Long Beach
7750011 129982.72 79.74 8.300 5.950 6 Month Libor 6/1/98 Long Beach
7901366 74760.00 67.96 8.300 6.000 6 Month Libor 12/1/99 Provident
7901523 96170.93 69.74 8.300 6.000 6 Month Libor 12/1/99 Provident
7901739 197993.83 79.68 8.300 6.250 6 Month Libor 12/1/99 Provident
7902075 239139.58 79.71 8.300 6.250 6 Month Libor 12/1/99 Provident
8030744 91646.94 79.69 8.320 6.000 6 Month Libor 11/1/99 Accred
7664444 84295.41 86.55 10.100 8.325 6 Month Libor 8/1/99 Long Beach
7894827 79447.83 89.77 8.325 6.990 6 Month Libor 1/1/00 Long Beach
7666050 30810.48 36.25 8.350 5.250 6 Month Libor 10/1/99 Long Beach
7892581 174009.47 84.68 8.350 6.500 6 Month Libor 7/1/98 Long Beach
7902000 103410.48 84.76 8.350 6.750 6 Month Libor 1/1/00 Provident
8026627 83571.89 66.06 8.375 5.750 6 Month Libor 9/1/99 Accred
8027096 106003.73 74.65 9.875 5.750 6 Month Libor 3/15/98 Accred
8028193 69734.28 69.73 8.375 5.500 6 Month Libor 10/15/99 Accred
7742943 138223.45 74.72 8.375 6.250 6 Month Libor 11/1/99 Long Beach
7746209 127514.26 79.70 8.375 6.250 6 Month Libor 11/1/99 Long Beach
8029258 418676.36 79.75 8.375 5.875 6 Month Libor 11/15/99 Accred
7897317 106132.67 79.80 8.375 6.250 6 Month Libor 1/1/00 Long Beach
7902026 331165.88 79.70 8.375 5.500 6 Month Libor 1/1/00 Provident
7898802 83789.17 79.80 8.380 6.990 6 Month Libor 7/1/98 Long Beach
7663735 53593.84 58.25 8.400 5.500 6 Month Libor 10/1/99 Long Beach
7665524 80445.13 84.68 8.400 5.500 6 Month Libor 11/1/99 Long Beach
7887920 179435.61 89.72 8.400 6.990 6 Month Libor 6/1/98 Long Beach
7891898 127439.85 83.29 8.450 6.000 6 Month Libor 10/1/99 Long Beach
7747280 245734.96 84.74 8.450 3.990 6 Month Libor 6/1/98 Long Beach
8025009 104409.79 69.61 8.490 5.750 6 Month Libor 7/15/99 Accred
8025603 193903.98 74.58 8.490 5.500 6 Month Libor 7/15/99 Accred
8026312 38059.56 73.90 8.490 5.250 6 Month Libor 8/15/99 Accred
7663941 79651.77 37.93 8.490 5.990 6 Month Libor 10/1/99 Long Beach
7664618 96578.96 77.89 8.490 7.250 6 Month Libor 10/1/99 Long Beach
7665417 90007.59 79.65 8.490 5.250 6 Month Libor 10/1/99 Long Beach
8028268 298887.77 74.72 8.490 5.750 6 Month Libor 10/15/99 Accred
7663438 131510.64 67.44 8.490 6.500 6 Month Libor 5/1/98 Long Beach
7666340 253543.97 84.51 9.490 6.490 6 Month Libor 5/1/98 Long Beach
7666944 125274.82 84.65 8.490 6.990 6 Month Libor 11/1/99 Long Beach
7668445 462279.80 79.70 8.490 6.500 6 Month Libor 5/1/98 Long Beach
7668775 87175.61 69.74 8.490 7.500 6 Month Libor 11/1/99 Long Beach
7669849 143519.30 75.54 8.490 6.990 6 Month Libor 11/1/99 Long Beach
7669872 216693.64 73.96 8.490 6.500 6 Month Libor 11/1/99 Long Beach
7669963 96142.24 78.81 8.490 6.500 6 Month Libor 11/1/99 Long Beach
7670961 69665.76 74.11 8.490 6.500 6 Month Libor 11/1/99 Long Beach
7671803 114025.70 73.09 8.490 6.990 6 Month Libor 5/1/98 Long Beach
7672231 112082.93 78.38 8.490 7.250 6 Month Libor 11/1/99 Long Beach
7672793 191132.91 77.38 8.490 6.990 6 Month Libor 11/1/99 Long Beach
7744642 67747.90 72.07 8.490 7.150 6 Month Libor 5/1/98 Long Beach
7740780 154522.82 77.26 8.490 5.990 6 Month Libor 12/1/99 Long Beach
7742877 289805.09 84.74 8.490 6.550 6 Month Libor 6/1/98 Long Beach
7742901 283518.50 84.63 8.490 6.990 6 Month Libor 6/1/98 Long Beach
7743776 127605.97 78.29 8.490 6.500 6 Month Libor 6/1/98 Long Beach
7744485 117636.74 79.75 8.490 6.500 6 Month Libor 12/1/99 Long Beach
7745656 112901.37 74.28 8.490 6.990 6 Month Libor 6/1/98 Long Beach
7746126 143556.67 79.75 8.490 6.250 6 Month Libor 6/1/98 Long Beach
7746662 82104.17 78.95 8.490 7.250 6 Month Libor 12/1/99 Long Beach
7747207 291333.19 56.79 8.490 6.990 6 Month Libor 6/1/98 Long Beach
7747215 57803.04 55.58 8.490 7.250 6 Month Libor 12/1/99 Long Beach
7747363 131192.81 84.64 8.490 6.250 6 Month Libor 6/1/98 Long Beach
7748213 172168.33 79.71 8.490 6.990 6 Month Libor 12/1/99 Long Beach
7748882 153525.89 53.49 8.490 6.990 6 Month Libor 6/1/98 Long Beach
7749096 103380.75 84.74 8.490 6.990 6 Month Libor 6/1/98 Long Beach
7749104 129599.77 84.43 8.490 6.990 6 Month Libor 6/1/98 Long Beach
7749823 107169.07 66.56 8.490 6.500 6 Month Libor 6/1/98 Long Beach
7750847 151670.21 84.73 8.490 6.990 6 Month Libor 6/1/98 Long Beach
7889983 133523.39 55.63 8.490 5.990 6 Month Libor 12/1/99 Long Beach
7890007 105141.34 84.79 8.490 6.600 6 Month Libor 7/1/98 Long Beach
7891872 91774.01 84.58 8.490 6.990 6 Month Libor 7/1/98 Long Beach
7894330 55862.59 71.16 8.490 6.990 6 Month Libor 1/1/00 Long Beach
7894975 174570.53 77.93 8.490 6.990 6 Month Libor 1/1/00 Long Beach
7895238 110228.80 84.79 8.490 6.500 6 Month Libor 1/1/00 Long Beach
7895469 150504.73 84.08 8.490 6.500 6 Month Libor 7/1/98 Long Beach
7895956 207738.92 75.54 8.490 6.990 6 Month Libor 1/1/00 Long Beach
7897382 317967.78 84.79 8.490 6.500 6 Month Libor 7/1/98 Long Beach
8025801 76870.56 83.55 10.000 6.000 6 Month Libor 1/15/98 Accred
7663164 151296.57 84.52 8.500 6.500 6 Month Libor 8/1/99 Long Beach
8026023 71659.09 74.64 9.500 6.000 6 Month Libor 2/15/98 Accred
8026049 155222.88 79.60 8.500 6.250 6 Month Libor 8/15/99 Accred
8026148 138707.39 79.72 8.500 5.250 6 Month Libor 8/15/99 Accred
7664105 105746.95 84.60 9.500 6.000 6 Month Libor 3/1/98 Long Beach
7740293 50746.17 69.52 9.500 5.250 6 Month Libor 3/1/98 Long Beach
7663826 147358.90 79.65 8.500 7.500 6 Month Libor 10/1/99 Long Beach
7664717 89620.63 89.62 9.500 5.500 6 Month Libor 4/1/98 Long Beach
7664733 346492.19 79.65 8.500 5.990 6 Month Libor 10/1/99 Long Beach
7666704 238988.38 68.67 9.500 6.990 6 Month Libor 4/1/98 Long Beach
7667140 114017.35 84.46 9.500 6.990 6 Month Libor 4/1/98 Long Beach
7667421 86903.05 89.13 9.500 6.500 6 Month Libor 4/1/98 Long Beach
7667850 137949.82 84.63 8.500 6.990 6 Month Libor 10/1/99 Long Beach
7668965 161235.51 60.84 8.500 7.250 6 Month Libor 10/1/99 Long Beach
7740491 418180.05 79.65 8.500 6.750 6 Month Libor 10/1/99 Long Beach
7891807 133021.26 57.84 8.500 6.000 6 Month Libor 10/1/99 Long Beach
8027575 63125.29 77.45 8.500 5.750 6 Month Libor 10/1/99 Accred
8028086 63663.55 79.58 8.500 6.000 6 Month Libor 10/15/99 Accred
8028102 219186.05 79.70 8.500 5.250 6 Month Libor 10/15/99 Accred
8028367 78906.98 79.30 8.500 6.000 6 Month Libor 10/15/99 Accred
8028425 219186.05 65.62 8.500 6.490 6 Month Libor 10/15/99 Accred
8028466 166880.23 75.85 8.500 6.000 6 Month Libor 10/15/99 Accred
8028565 76117.34 79.29 8.500 6.000 6 Month Libor 10/15/99 Accred
8028656 130515.31 79.10 8.500 6.000 6 Month Libor 10/15/99 Accred
7663560 76216.15 84.68 8.500 6.000 6 Month Libor 11/1/99 Long Beach
7665649 211713.80 84.69 8.500 7.250 6 Month Libor 11/1/99 Long Beach
7666449 173356.22 88.90 8.500 7.250 6 Month Libor 11/1/99 Long Beach
7666498 366140.31 72.07 8.500 6.990 6 Month Libor 11/1/99 Long Beach
7666621 116567.11 60.40 8.500 5.250 6 Month Libor 11/1/99 Long Beach
7666712 146655.39 79.70 8.500 6.500 6 Month Libor 5/1/98 Long Beach
7666761 235126.48 79.70 8.500 6.900 6 Month Libor 5/1/98 Long Beach
7666951 143467.20 89.67 8.500 6.500 6 Month Libor 5/1/98 Long Beach
7667207 29841.38 39.79 8.500 5.250 6 Month Libor 11/1/99 Long Beach
7667280 123820.17 68.79 8.500 6.990 6 Month Libor 5/1/98 Long Beach
7667405 88919.77 84.69 9.500 6.990 6 Month Libor 5/1/98 Long Beach
7667975 59279.89 82.33 8.500 6.500 6 Month Libor 5/1/98 Long Beach
7668478 64560.23 79.70 8.500 5.250 6 Month Libor 11/1/99 Long Beach
7669047 203241.72 84.68 8.500 6.750 6 Month Libor 5/1/98 Long Beach
7669294 227156.46 79.70 8.500 6.990 6 Month Libor 11/1/99 Long Beach
7669583 243894.29 84.69 8.500 7.250 6 Month Libor 11/1/99 Long Beach
7669740 197267.43 89.67 8.500 6.500 6 Month Libor 5/1/98 Long Beach
7669799 79205.83 74.72 9.500 6.500 6 Month Libor 5/1/98 Long Beach
7669856 95616.13 89.36 8.500 5.500 6 Month Libor 5/1/98 Long Beach
7670433 88919.77 80.84 8.500 6.500 6 Month Libor 5/1/98 Long Beach
7670557 79704.03 56.93 8.500 5.990 6 Month Libor 11/1/99 Long Beach
7670870 107974.04 84.69 8.500 5.500 6 Month Libor 11/1/99 Long Beach
7671027 199260.02 87.39 8.500 6.500 6 Month Libor 5/1/98 Long Beach
7671472 52305.74 74.72 8.500 6.500 6 Month Libor 5/1/98 Long Beach
7672173 92337.11 74.89 8.500 5.500 6 Month Libor 11/1/99 Long Beach
7672611 118559.71 84.69 8.500 6.250 6 Month Libor 5/1/98 Long Beach
7672991 112083.76 74.72 8.500 6.250 6 Month Libor 5/1/98 Long Beach
7673080 104557.75 77.45 8.500 6.250 6 Month Libor 5/1/98 Long Beach
7673221 64759.54 45.61 8.500 6.990 6 Month Libor 11/1/99 Long Beach
7673411 84380.25 84.38 8.500 6.990 6 Month Libor 5/1/98 Long Beach
7741150 101621.63 79.39 8.500 5.550 6 Month Libor 11/1/99 Long Beach
7741218 150640.58 89.67 8.500 5.250 6 Month Libor 5/1/98 Long Beach
7741259 582835.65 89.67 8.500 6.990 6 Month Libor 11/1/99 Long Beach
7742034 129917.57 74.24 8.500 6.990 6 Month Libor 5/1/98 Long Beach
7744964 83684.51 79.70 8.500 6.500 6 Month Libor 5/1/98 Long Beach
7745276 139482.03 79.70 8.500 6.250 6 Month Libor 11/1/99 Long Beach
7745664 87674.45 78.99 8.500 6.500 6 Month Libor 5/1/98 Long Beach
7746464 90224.88 73.65 8.500 6.000 6 Month Libor 11/1/99 Long Beach
8029043 80202.13 69.74 8.500 5.750 6 Month Libor 11/1/99 Accred
8029159 205785.75 84.69 8.500 6.250 6 Month Libor 11/1/99 Accred
8030520 68715.69 74.69 8.500 5.500 6 Month Libor 11/1/99 Accred
7740756 199385.54 77.58 8.500 7.250 6 Month Libor 12/1/99 Long Beach
7741606 107668.19 78.02 8.500 6.250 6 Month Libor 12/1/99 Long Beach
7741911 133378.97 84.42 8.500 6.990 6 Month Libor 12/1/99 Long Beach
7742224 167483.65 79.75 8.500 6.990 6 Month Libor 6/1/98 Long Beach
7742638 262690.55 84.74 8.500 6.000 6 Month Libor 12/1/99 Long Beach
7743396 170387.51 88.28 8.500 6.000 6 Month Libor 12/1/99 Long Beach
7743644 84489.64 74.77 8.500 6.990 6 Month Libor 6/1/98 Long Beach
7745094 363878.65 72.78 8.500 5.990 6 Month Libor 12/1/99 Long Beach
7745573 123245.19 84.41 8.500 7.250 6 Month Libor 12/1/99 Long Beach
7746688 91398.34 79.48 8.500 6.990 6 Month Libor 12/1/99 Long Beach
7747272 205491.76 84.56 8.500 7.250 6 Month Libor 12/1/99 Long Beach
7747421 82545.62 89.72 8.500 6.500 6 Month Libor 6/1/98 Long Beach
7747579 73238.33 69.75 8.500 6.500 6 Month Libor 6/1/98 Long Beach
7748106 107668.19 89.72 8.500 6.500 6 Month Libor 6/1/98 Long Beach
7748205 107668.19 79.75 8.500 6.990 6 Month Libor 6/1/98 Long Beach
7748296 114646.69 36.98 8.500 6.990 6 Month Libor 12/1/99 Long Beach
7748890 29907.85 69.55 8.500 5.990 6 Month Libor 6/1/98 Long Beach
7749179 111655.92 65.68 8.500 7.250 6 Month Libor 6/1/98 Long Beach
7749351 185896.48 81.53 8.500 6.990 6 Month Libor 12/1/99 Long Beach
7749617 123369.82 89.72 8.500 6.500 6 Month Libor 6/1/98 Long Beach
7749781 153526.86 81.23 8.500 6.990 6 Month Libor 12/1/99 Long Beach
7749807 98656.86 89.69 8.500 6.500 6 Month Libor 6/1/98 Long Beach
7750029 98097.69 79.75 8.500 6.250 6 Month Libor 6/1/98 Long Beach
7750078 140168.06 77.87 8.500 6.990 6 Month Libor 12/1/99 Long Beach
7750730 101181.20 67.45 8.500 6.990 6 Month Libor 12/1/99 Long Beach
7750763 220918.85 79.75 8.500 6.000 6 Month Libor 6/1/98 Long Beach
7750839 140367.43 79.75 8.500 6.990 6 Month Libor 12/1/99 Long Beach
7888431 90122.26 79.75 8.500 6.990 6 Month Libor 6/1/98 Long Beach
7889124 114645.92 63.69 8.500 6.990 6 Month Libor 12/1/99 Long Beach
7889249 63779.30 43.09 8.500 5.990 6 Month Libor 12/1/99 Long Beach
7889710 100839.23 84.74 8.500 5.990 6 Month Libor 12/1/99 Long Beach
7895451 69419.98 81.19 8.500 6.990 6 Month Libor 12/1/99 Long Beach
7887615 99755.10 49.88 8.500 6.990 6 Month Libor 7/1/98 Long Beach
7890239 110962.86 84.70 8.500 6.990 6 Month Libor 7/1/98 Long Beach
7890262 189534.56 70.20 8.500 6.250 6 Month Libor 1/1/00 Long Beach
7890569 211131.63 84.79 8.500 6.500 6 Month Libor 1/1/00 Long Beach
7890585 51872.63 64.84 8.500 6.500 6 Month Libor 1/1/00 Long Beach
7892664 118622.36 84.73 8.500 6.250 6 Month Libor 7/1/98 Long Beach
7892771 57857.94 51.66 8.500 5.250 6 Month Libor 1/1/00 Long Beach
7892870 116588.75 55.52 8.500 5.990 6 Month Libor 1/1/00 Long Beach
7892953 163797.84 79.90 8.500 6.990 6 Month Libor 1/1/00 Long Beach
7893084 166466.33 74.82 8.500 6.990 6 Month Libor 1/1/00 Long Beach
7893720 71823.66 79.80 8.500 6.990 6 Month Libor 7/1/98 Long Beach
7893761 89779.58 47.01 8.500 6.990 6 Month Libor 1/1/00 Long Beach
7893860 208882.88 89.65 8.500 6.990 6 Month Libor 1/1/00 Long Beach
7894199 177674.93 84.61 8.500 6.990 6 Month Libor 7/1/98 Long Beach
7894231 129681.61 72.45 8.500 5.990 6 Month Libor 1/1/00 Long Beach
7895139 87984.00 89.78 8.500 5.990 6 Month Libor 1/1/00 Long Beach
7895261 131676.70 78.38 8.500 6.250 6 Month Libor 7/1/98 Long Beach
7895402 209884.71 79.20 8.500 6.990 6 Month Libor 1/1/00 Long Beach
7895501 142046.12 79.80 8.500 6.990 6 Month Libor 1/1/00 Long Beach
7895600 96513.07 74.82 8.500 6.990 6 Month Libor 7/1/98 Long Beach
7896582 351886.10 84.79 8.500 6.990 6 Month Libor 1/1/00 Long Beach
7896608 183549.37 79.80 8.500 6.990 6 Month Libor 1/1/00 Long Beach
7897200 149632.65 74.82 8.500 6.990 6 Month Libor 1/1/00 Long Beach
7897366 112224.47 89.78 8.500 6.990 6 Month Libor 7/1/98 Long Beach
7897549 327196.69 79.80 8.500 6.990 6 Month Libor 1/1/00 Long Beach
7897572 207490.59 79.80 8.500 6.990 6 Month Libor 1/1/00 Long Beach
7898299 158909.85 89.03 8.500 6.990 6 Month Libor 1/1/00 Long Beach
7901572 335177.11 79.80 8.500 5.250 6 Month Libor 1/1/00 Provident
7901614 162306.81 84.76 8.500 5.250 6 Month Libor 1/1/00 Provident
7901648 94767.34 72.34 8.500 5.250 6 Month Libor 1/1/00 Provident
7901671 173972.85 79.80 8.500 6.000 6 Month Libor 1/1/00 Provident
7901812 291783.65 74.82 8.500 5.250 6 Month Libor 1/1/00 Provident
7663909 215468.33 74.69 9.540 6.300 6 Month Libor 3/1/98 Long Beach
7892367 185600.68 79.66 8.550 6.250 6 Month Libor 10/1/99 Long Beach
7901788 88131.58 84.74 8.550 6.750 6 Month Libor 12/1/99 Provident
7901390 399009.80 70.82 8.550 6.750 6 Month Libor 1/1/00 Provident
7670359 115674.30 74.63 8.590 5.300 6 Month Libor 5/1/98 Long Beach
7892375 121704.61 78.02 8.600 6.500 6 Month Libor 9/1/99 Long Beach
8027047 86257.23 76.67 8.600 5.500 6 Month Libor 3/15/98 Accred
7670201 55896.65 84.69 8.600 5.990 6 Month Libor 5/1/98 Long Beach
7747058 186636.52 79.76 8.600 6.990 6 Month Libor 12/1/99 Long Beach
7748692 215848.29 84.98 8.600 6.500 6 Month Libor 6/1/98 Long Beach
7893365 107678.07 79.76 8.600 6.000 6 Month Libor 1/1/00 Long Beach
7901440 176575.31 74.82 8.600 6.250 6 Month Libor 1/1/00 Provident
7901796 102553.34 75.97 8.600 6.000 6 Month Libor 1/1/00 Provident
8025439 238436.92 70.13 8.625 6.400 6 Month Libor 7/1/99 Accred
8025637 81898.70 74.45 8.625 5.500 6 Month Libor 7/15/99 Accred
8025918 65638.32 69.09 8.625 5.750 6 Month Libor 8/1/99 Accred
8025785 111955.03 65.09 8.625 5.750 6 Month Libor 8/15/99 Accred
8026262 322536.95 79.64 10.125 5.750 6 Month Libor 2/15/98 Accred
8026338 134495.32 84.06 8.625 5.750 6 Month Libor 8/15/99 Accred
7740814 27197.91 78.83 11.750 8.625 6 Month Libor 9/1/99 Long Beach
8028169 168419.06 87.72 9.625 6.000 6 Month Libor 3/1/98 Accred
8026957 143335.16 79.19 10.125 5.250 6 Month Libor 3/15/98 Accred
8027229 200176.02 84.64 8.625 5.750 6 Month Libor 9/15/99 Accred
8027468 215870.16 78.21 10.125 5.500 6 Month Libor 3/15/98 Accred
8027500 246755.73 89.40 10.125 5.500 6 Month Libor 4/1/98 Accred
8027922 270851.34 79.20 8.625 5.625 6 Month Libor 10/1/99 Accred
8028110 91668.17 39.86 8.625 5.750 6 Month Libor 4/15/98 Accred
8028342 209636.55 79.71 9.625 5.500 6 Month Libor 4/15/98 Accred
7668114 71115.73 54.70 8.625 6.990 6 Month Libor 11/1/99 Long Beach
7669880 137004.09 87.82 8.625 6.990 6 Month Libor 11/1/99 Long Beach
7673320 76722.28 75.22 8.625 5.990 6 Month Libor 11/1/99 Long Beach
7892359 228672.26 84.69 8.625 7.000 6 Month Libor 11/1/99 Long Beach
8028946 119567.19 79.71 8.625 6.250 6 Month Libor 11/1/99 Accred
8029100 60082.50 60.69 8.625 5.750 6 Month Libor 11/1/99 Accred
8029704 299101.57 74.78 8.625 6.000 6 Month Libor 11/15/99 Accred
7743875 271608.97 84.35 8.625 7.250 6 Month Libor 12/1/99 Long Beach
7745441 27916.15 69.79 8.625 6.990 6 Month Libor 12/1/99 Long Beach
8029985 70282.09 84.68 8.625 7.000 6 Month Libor 6/1/98 Accred
8030405 55866.10 69.83 8.625 5.000 6 Month Libor 6/15/98 Accred
7894884 134777.30 84.77 8.625 5.500 6 Month Libor 7/1/98 Long Beach
7897812 89134.31 69.64 8.625 6.990 6 Month Libor 7/1/98 Long Beach
7901606 246209.59 79.81 8.625 5.500 6 Month Libor 1/1/00 Provident
7901804 327217.01 79.81 8.625 5.500 6 Month Libor 1/1/00 Provident
7901564 187094.77 89.65 8.650 7.500 6 Month Libor 12/1/99 Provident
7902109 279335.02 79.81 8.650 6.500 6 Month Libor 1/1/00 Provident
7891427 94003.04 79.66 8.650 6.500 6 Month Libor 10/1/99 Long Beach
7743560 107014.60 66.88 8.650 6.900 6 Month Libor 11/1/99 Long Beach
7893514 476615.37 64.85 8.650 5.750 6 Month Libor 1/1/00 Long Beach
7891765 78118.91 78.12 8.660 6.500 6 Month Libor 11/1/99 Long Beach
7666084 292409.48 79.68 9.690 6.350 6 Month Libor 4/1/98 Long Beach
7672975 135939.43 84.70 8.690 5.500 6 Month Libor 5/1/98 Long Beach
7742125 127027.32 84.68 8.490 6.450 6 Month Libor 5/1/98 Long Beach
8025132 66103.46 69.58 8.740 5.750 6 Month Libor 6/15/99 Accred
7666902 35873.15 71.75 9.740 6.500 6 Month Libor 5/1/98 Long Beach
7892797 87742.59 79.77 8.740 6.500 6 Month Libor 6/1/98 Long Beach
7672728 45141.92 83.60 8.750 6.990 6 Month Libor 5/1/98 Long Beach
8025108 54369.86 77.67 10.750 5.250 6 Month Libor 10/1/97 Accred
8025678 29097.82 69.28 10.750 5.000 6 Month Libor 12/1/97 Accred
8025777 85038.67 69.42 8.750 5.750 6 Month Libor 7/15/99 Accred
8026106 91789.48 84.60 8.750 5.250 6 Month Libor 8/15/99 Accred
7663115 80336.96 73.03 9.750 6.990 6 Month Libor 3/1/98 Long Beach
8026569 35331.13 76.81 8.750 5.750 6 Month Libor 9/1/99 Accred
7663453 177765.19 84.65 8.750 6.750 6 Month Libor 10/1/99 Long Beach
7664022 61993.76 74.69 8.750 6.990 6 Month Libor 10/1/99 Long Beach
7664287 144767.86 74.62 9.750 6.500 6 Month Libor 4/1/98 Long Beach
7664337 116361.97 74.59 8.750 5.500 6 Month Libor 10/1/99 Long Beach
7664394 300428.27 84.63 8.750 6.990 6 Month Libor 10/1/99 Long Beach
7664766 104567.72 69.71 8.750 6.500 6 Month Libor 10/1/99 Long Beach
7665862 87647.54 79.68 9.750 7.250 6 Month Libor 4/1/98 Long Beach
7666936 209158.96 59.76 9.750 6.750 6 Month Libor 4/1/98 Long Beach
7740590 92119.21 78.40 8.750 6.500 6 Month Libor 4/1/98 Long Beach
7741036 177785.09 82.69 9.750 6.500 6 Month Libor 4/1/98 Long Beach
7741044 94857.21 74.69 8.750 6.990 6 Month Libor 10/1/99 Long Beach
7741689 89499.70 74.65 9.750 6.990 6 Month Libor 4/1/98 Long Beach
7742026 316292.52 79.47 8.750 6.990 6 Month Libor 10/1/99 Long Beach
7892441 128668.12 79.42 8.750 6.500 6 Month Libor 10/1/99 Long Beach
8027740 69711.78 37.68 8.750 5.750 6 Month Libor 10/1/99 Accred
8028052 75307.56 69.73 8.750 5.750 6 Month Libor 10/15/99 Accred
8028409 94068.10 83.99 8.750 6.000 6 Month Libor 10/15/99 Accred
7663081 368076.03 84.62 9.750 6.990 6 Month Libor 5/1/98 Long Beach
7663339 63525.90 77.47 9.750 6.500 6 Month Libor 5/1/98 Long Beach
7663644 136667.84 84.36 8.750 6.250 6 Month Libor 11/1/99 Long Beach
7664659 131038.24 59.56 8.750 5.500 6 Month Libor 11/1/99 Long Beach
7664709 114346.58 84.70 8.750 6.500 6 Month Libor 5/1/98 Long Beach
7665151 104630.83 59.79 8.750 6.000 6 Month Libor 11/1/99 Long Beach
7666977 176875.90 68.03 8.750 6.990 6 Month Libor 11/1/99 Long Beach
7667298 229191.43 60.31 8.750 6.500 6 Month Libor 11/1/99 Long Beach
7667801 88769.55 73.97 8.750 6.500 6 Month Libor 5/1/98 Long Beach
7668353 290973.42 79.72 8.750 6.250 6 Month Libor 5/1/98 Long Beach
7668528 465358.25 72.71 8.750 6.500 6 Month Libor 11/1/99 Long Beach
7668601 95662.52 59.79 8.750 7.750 6 Month Libor 5/1/98 Long Beach
7669146 155993.81 74.64 8.750 6.500 6 Month Libor 5/1/98 Long Beach
7669385 192695.19 64.23 8.750 5.990 6 Month Libor 11/1/99 Long Beach
7669708 175416.97 78.31 8.750 6.250 6 Month Libor 11/1/99 Long Beach
7670300 89185.94 68.60 8.750 7.250 6 Month Libor 5/1/98 Long Beach
7670342 101289.16 82.35 9.750 6.990 6 Month Libor 5/1/98 Long Beach
7670441 214265.63 84.69 8.750 7.250 6 Month Libor 11/1/99 Long Beach
7670664 134674.85 84.70 8.750 6.500 6 Month Libor 5/1/98 Long Beach
7670722 65193.18 84.67 8.750 6.500 6 Month Libor 5/1/98 Long Beach
7670979 194812.69 82.90 8.750 6.500 6 Month Libor 11/1/99 Long Beach
7671167 118581.68 89.50 8.750 5.250 6 Month Libor 11/1/99 Long Beach
7671241 82160.16 83.41 8.750 6.990 6 Month Libor 5/1/98 Long Beach
7671332 143892.33 82.22 8.750 5.990 6 Month Libor 11/1/99 Long Beach
7671928 157344.88 87.41 8.750 6.000 6 Month Libor 5/1/98 Long Beach
7672074 60984.84 84.70 8.750 5.500 6 Month Libor 11/1/99 Long Beach
7672280 104775.33 84.50 8.750 6.500 6 Month Libor 5/1/98 Long Beach
7672496 66266.20 51.77 8.750 5.850 6 Month Libor 11/1/99 Long Beach
7672686 186840.86 74.74 8.750 6.500 6 Month Libor 5/1/98 Long Beach
7672785 67123.19 89.50 8.750 6.500 6 Month Libor 5/1/98 Long Beach
7673338 152463.26 84.70 8.750 7.250 6 Month Libor 11/1/99 Long Beach
7741291 44796.67 89.59 9.750 6.500 6 Month Libor 5/1/98 Long Beach
7742554 210772.09 84.31 8.750 6.500 6 Month Libor 5/1/98 Long Beach
7744188 154455.06 61.78 8.750 6.990 6 Month Libor 11/1/99 Long Beach
7744238 159437.52 83.91 8.750 6.990 6 Month Libor 11/1/99 Long Beach
7744592 104630.83 69.75 8.750 6.100 6 Month Libor 11/1/99 Long Beach
7745193 59789.06 52.91 8.750 5.000 6 Month Libor 5/1/98 Long Beach
7745904 295208.51 74.74 8.750 6.990 6 Month Libor 11/1/99 Long Beach
8028961 114596.11 54.57 8.750 6.000 6 Month Libor 11/1/99 Accred
8029027 132731.69 89.68 8.750 5.750 6 Month Libor 5/1/98 Accred
8029175 92473.75 79.72 8.750 5.500 6 Month Libor 11/1/99 Accred
8030280 200692.01 64.75 8.750 5.375 6 Month Libor 11/1/99 Accred
8029282 144825.98 69.80 8.750 6.500 6 Month Libor 11/15/99 Accred
7741960 31345.47 74.63 8.750 6.990 6 Month Libor 6/1/98 Long Beach
7742885 575756.28 72.88 8.750 6.990 6 Month Libor 12/1/99 Long Beach
7743073 80514.29 84.75 8.750 6.990 6 Month Libor 6/1/98 Long Beach
7743651 154547.54 61.33 8.750 6.990 6 Month Libor 6/1/98 Long Beach
7744048 259155.87 79.74 8.750 7.250 6 Month Libor 12/1/99 Long Beach
7744196 84751.87 75.67 8.750 6.990 6 Month Libor 6/1/98 Long Beach
7744667 113567.54 84.75 8.750 6.500 6 Month Libor 6/1/98 Long Beach
7745318 67302.98 78.26 8.750 7.750 6 Month Libor 12/1/99 Long Beach
7745425 161527.16 89.24 8.750 6.990 6 Month Libor 6/1/98 Long Beach
7746530 159731.56 89.74 8.750 7.250 6 Month Libor 12/1/99 Long Beach
7746548 111615.43 79.73 8.750 7.250 6 Month Libor 12/1/99 Long Beach
7746696 508511.35 72.64 8.750 5.750 6 Month Libor 12/1/99 Long Beach
7746928 235311.14 81.14 8.750 6.990 6 Month Libor 6/1/98 Long Beach
7747090 86446.93 77.18 8.750 6.500 6 Month Libor 12/1/99 Long Beach
7748189 85707.19 37.26 8.750 7.250 6 Month Libor 12/1/99 Long Beach
7748791 258443.39 79.77 8.750 6.500 6 Month Libor 6/1/98 Long Beach
7748981 78270.86 68.06 8.750 6.990 6 Month Libor 6/1/98 Long Beach
7749013 55337.99 60.15 8.750 6.500 6 Month Libor 6/1/98 Long Beach
7749211 190442.48 82.80 8.750 5.990 6 Month Libor 12/1/99 Long Beach
7749575 108881.24 84.73 8.750 7.250 6 Month Libor 12/1/99 Long Beach
7749716 95620.04 79.68 8.750 6.990 6 Month Libor 12/1/99 Long Beach
7750110 114415.04 84.75 8.750 6.990 6 Month Libor 12/1/99 Long Beach
7750581 264425.90 78.93 8.750 6.900 6 Month Libor 6/1/98 Long Beach
7750722 83711.89 76.10 8.750 6.990 6 Month Libor 6/1/98 Long Beach
7750755 235311.09 78.44 8.750 7.250 6 Month Libor 12/1/99 Long Beach
7750797 147169.17 89.74 8.750 7.250 6 Month Libor 12/1/99 Long Beach
7750904 124136.59 83.88 8.750 6.500 6 Month Libor 6/1/98 Long Beach
7888076 108482.42 77.49 8.750 6.990 6 Month Libor 12/1/99 Long Beach
7888449 92803.32 84.75 8.750 6.250 6 Month Libor 12/1/99 Long Beach
7889785 155170.76 74.60 8.750 6.990 6 Month Libor 6/1/98 Long Beach
7890254 19624.09 21.80 8.750 6.990 6 Month Libor 12/1/99 Long Beach
7891880 63563.93 84.75 8.750 6.000 6 Month Libor 12/1/99 Long Beach
7895535 138125.39 84.74 8.750 6.500 6 Month Libor 6/1/98 Long Beach
7901622 133006.37 79.64 8.750 5.500 6 Month Libor 12/1/99 Provident
7901903 79764.05 54.82 8.700 6.000 6 Month Libor 12/1/99 Provident
8030686 81660.93 69.80 8.750 5.800 6 Month Libor 12/1/99 Accred
8030470 58329.24 74.78 8.750 5.500 6 Month Libor 12/15/99 Accred
8030587 130594.60 69.84 8.750 6.250 6 Month Libor 12/15/99 Accred
7888142 164553.70 73.13 8.750 6.990 6 Month Libor 7/1/98 Long Beach
7888357 339208.95 84.80 8.750 7.250 6 Month Libor 1/1/00 Long Beach
7888399 71832.50 79.81 8.750 6.990 6 Month Libor 1/1/00 Long Beach
7889215 64497.04 79.63 8.750 6.990 6 Month Libor 1/1/00 Long Beach
7889348 387895.41 72.50 8.750 7.250 6 Month Libor 1/1/00 Long Beach
7890577 44396.47 49.88 8.750 6.990 6 Month Libor 7/1/98 Long Beach
7892268 178932.71 84.80 8.750 6.750 6 Month Libor 7/1/98 Long Beach
7892631 225573.95 84.80 8.750 6.990 6 Month Libor 1/1/00 Long Beach
7893209 349185.69 64.78 8.750 5.990 6 Month Libor 1/1/00 Long Beach
7893738 71832.50 79.81 8.750 6.990 6 Month Libor 7/1/98 Long Beach
7894082 207516.05 79.81 8.750 6.990 6 Month Libor 7/1/98 Long Beach
7894876 214499.76 78.00 8.750 6.990 6 Month Libor 1/1/00 Long Beach
7895048 104076.58 79.81 8.750 6.990 6 Month Libor 1/1/00 Long Beach
7895584 115730.12 79.81 8.750 6.990 6 Month Libor 1/1/00 Long Beach
7895758 153532.60 89.79 8.750 6.990 6 Month Libor 7/1/98 Long Beach
7895824 135683.59 84.80 8.750 6.990 6 Month Libor 1/1/00 Long Beach
7895873 76321.99 84.80 8.750 6.990 6 Month Libor 7/1/98 Long Beach
7895923 96674.56 84.06 8.750 6.250 6 Month Libor 7/1/98 Long Beach
7896004 66245.51 79.81 8.750 6.990 6 Month Libor 7/1/98 Long Beach
7896319 145660.31 83.23 8.750 6.500 6 Month Libor 7/1/98 Long Beach
7896871 109544.52 89.79 8.750 6.500 6 Month Libor 7/1/98 Long Beach
7896889 124607.61 84.77 8.750 6.250 6 Month Libor 7/1/98 Long Beach
7897887 445211.74 84.80 8.750 6.990 6 Month Libor 1/1/00 Long Beach
7898125 190651.19 84.73 8.750 6.500 6 Month Libor 7/1/98 Long Beach
7898547 175590.52 79.81 8.750 6.500 6 Month Libor 7/1/98 Long Beach
7898604 72081.90 84.80 8.750 5.990 6 Month Libor 1/1/00 Long Beach
7898935 220485.81 84.80 8.750 6.990 6 Month Libor 1/1/00 Long Beach
7899065 79813.87 71.90 8.750 6.990 6 Month Libor 1/1/00 Long Beach
7899461 110010.37 79.72 8.750 6.990 6 Month Libor 1/1/00 Long Beach
7901416 157881.82 79.82 8.750 6.000 6 Month Libor 1/1/00 Provident
7901747 407798.98 74.83 8.750 5.250 6 Month Libor 1/1/00 Provident
7901929 183571.89 79.81 8.750 5.250 6 Month Libor 1/1/00 Provident
7901978 306784.58 74.83 8.750 5.500 6 Month Libor 1/1/00 Provident
7902059 76516.46 69.56 8.750 7.250 6 Month Libor 1/1/00 Provident
7896806 113287.54 70.80 8.750 6.990 6 Month Libor 8/1/98 Long Beach
8025140 208496.68 99.28 8.770 6.250 6 Month Libor 5/1/99 Accred
7901820 104247.94 84.75 8.800 6.750 6 Month Libor 12/1/99 Provident
7901499 329231.52 74.83 8.800 7.250 6 Month Libor 1/1/00 Provident
7901655 411849.41 79.82 8.800 6.750 6 Month Libor 1/1/00 Provident
7891674 152467.61 81.97 8.800 6.750 6 Month Libor 11/1/99 Long Beach
7901945 202382.89 74.82 8.800 6.500 6 Month Libor 1/1/00 Provident
7898745 212013.19 84.81 8.825 5.000 6 Month Libor 1/1/00 Long Beach
7892409 294806.17 79.68 8.850 6.500 6 Month Libor 10/1/99 Long Beach
7891799 203296.83 76.72 8.850 6.750 6 Month Libor 11/1/99 Long Beach
7749922 84680.13 84.68 8.850 6.500 6 Month Libor 6/1/98 Long Beach
7891047 150767.62 79.77 8.850 6.000 6 Month Libor 12/1/99 Long Beach
7898372 46643.43 84.81 8.850 6.500 6 Month Libor 7/1/98 Long Beach
7901960 101019.16 74.83 8.852 6.500 6 Month Libor 1/1/00 Provident
8027302 199116.11 79.65 8.865 5.500 6 Month Libor 9/15/99 Accred
7749385 99714.92 79.77 8.865 6.000 6 Month Libor 6/1/98 Long Beach
7750417 92360.97 74.19 8.865 6.000 6 Month Libor 12/1/99 Long Beach
7891534 93827.83 74.47 8.865 6.000 6 Month Libor 12/1/99 Long Beach
7894272 93563.93 83.54 8.865 5.000 6 Month Libor 1/1/00 Long Beach
8025066 108745.94 74.57 8.875 5.750 6 Month Libor 7/1/99 Accred
8026643 160821.30 73.10 8.875 6.750 6 Month Libor 9/1/99 Accred
8027278 140755.13 89.65 10.375 6.000 6 Month Libor 3/15/98 Accred
7665458 347087.94 84.66 8.875 6.500 6 Month Libor 10/1/99 Long Beach
8027526 207414.33 84.66 8.875 6.250 6 Month Libor 10/1/99 Accred
8027799 80176.94 69.72 8.875 5.750 6 Month Libor 10/1/99 Accred
8027849 55650.79 74.20 8.875 5.750 6 Month Libor 10/1/99 Accred
8027864 238436.50 79.48 8.875 6.990 6 Month Libor 10/1/99 Accred
8028383 135533.97 76.79 8.875 6.000 6 Month Libor 10/15/99 Accred
8028474 186857.49 74.74 8.875 5.750 6 Month Libor 10/15/99 Accred
7667371 195328.43 79.73 8.875 7.250 6 Month Libor 11/1/99 Long Beach
7742299 140804.76 74.70 8.875 5.250 6 Month Libor 11/1/99 Long Beach
7892458 95671.05 76.54 8.875 5.750 6 Month Libor 11/1/99 Long Beach
8028607 67746.39 78.77 8.875 5.500 6 Month Libor 11/1/99 Accred
8028953 135533.97 79.73 8.875 5.500 6 Month Libor 11/1/99 Accred
8029779 139022.03 89.69 8.875 6.000 6 Month Libor 5/1/98 Accred
8030363 149486.01 74.74 8.875 5.750 6 Month Libor 11/1/99 Accred
8030710 187355.83 79.73 8.875 6.000 6 Month Libor 11/1/99 Accred
8029399 201923.88 69.63 8.875 5.750 6 Month Libor 11/15/99 Accred
7743669 67377.98 84.75 8.875 7.250 6 Month Libor 12/1/99 Long Beach
7745474 89735.99 74.78 8.875 6.500 6 Month Libor 6/1/98 Long Beach
7888050 164530.57 70.01 8.875 6.200 6 Month Libor 12/1/99 Long Beach
7902018 111232.67 84.78 8.875 6.375 6 Month Libor 12/1/99 Provident
8029993 94712.86 66.70 8.875 5.750 6 Month Libor 12/1/99 Accred
8030207 96780.04 49.89 8.875 6.250 6 Month Libor 12/15/99 Accred
8030538 119229.02 79.49 8.875 6.000 6 Month Libor 12/15/99 Accred
7901424 200793.66 64.86 8.875 5.500 6 Month Libor 1/1/00 Provident
7901713 132698.42 69.84 8.875 5.875 6 Month Libor 1/1/00 Provident
7901937 127709.75 79.82 8.875 5.875 6 Month Libor 1/1/00 Provident
7901986 179541.98 79.83 8.875 5.750 6 Month Libor 1/1/00 Provident
7745292 189011.33 84.76 8.880 5.550 6 Month Libor 12/1/99 Long Beach
7891419 90052.26 79.69 8.850 6.750 6 Month Libor 11/1/99 Long Beach
8030421 119419.57 79.67 8.900 5.775 6 Month Libor 10/1/99 Accred
7668585 111817.49 84.71 8.900 6.750 6 Month Libor 5/1/98 Long Beach
7898729 139684.19 76.75 8.900 6.500 6 Month Libor 7/1/98 Long Beach
8025835 203947.52 67.98 8.935 6.250 6 Month Libor 7/15/99 Accred
7742406 114359.88 84.71 8.940 6.700 6 Month Libor 5/1/98 Long Beach
7892342 88449.03 79.68 8.950 6.500 6 Month Libor 10/1/99 Long Beach
7744774 111621.24 76.98 8.950 6.600 6 Month Libor 5/1/98 Long Beach
7901770 243205.83 74.83 8.950 7.000 6 Month Libor 1/1/00 Provident
8025124 31818.81 79.55 8.990 5.750 6 Month Libor 6/15/99 Accred
8025272 76563.98 79.34 8.990 5.950 6 Month Libor 7/1/99 Accred
8025413 159460.70 89.58 10.490 6.000 6 Month Libor 1/15/98 Accred
8025520 177443.20 79.57 8.990 6.250 6 Month Libor 7/15/99 Accred
8025942 189145.82 78.81 8.990 6.250 6 Month Libor 8/15/99 Accred
8026254 234936.14 79.64 8.990 6.250 6 Month Libor 8/15/99 Accred
7663693 492774.75 89.60 8.990 7.250 6 Month Libor 9/1/99 Long Beach
7740392 115478.03 76.99 8.990 5.900 6 Month Libor 9/1/99 Long Beach
7887557 63413.60 68.93 8.990 4.250 6 Month Libor 4/1/98 Long Beach
8026619 194123.41 74.66 8.990 6.750 6 Month Libor 9/1/99 Accred
8027245 111561.44 79.69 8.990 6.750 6 Month Libor 9/15/99 Accred
8027443 215153.47 89.65 8.990 5.875 6 Month Libor 9/15/99 Accred
7663651 78404.74 74.67 9.990 7.250 6 Month Libor 4/1/98 Long Beach
7664519 62735.58 57.03 9.990 6.750 6 Month Libor 4/1/98 Long Beach
7664691 80235.52 84.46 8.990 5.000 6 Month Libor 10/1/99 Long Beach
7664907 96819.13 89.65 8.990 6.000 6 Month Libor 10/1/99 Long Beach
7665045 66330.18 87.28 8.990 6.500 6 Month Libor 10/1/99 Long Beach
7666589 77836.71 79.43 8.990 6.990 6 Month Libor 10/1/99 Long Beach
7667686 39763.56 79.69 8.990 6.990 6 Month Libor 10/1/99 Long Beach
7667918 279400.77 82.18 8.990 5.990 6 Month Libor 10/1/99 Long Beach
7740319 176964.83 84.68 9.990 6.990 6 Month Libor 4/1/98 Long Beach
7741184 67633.00 79.57 9.990 6.990 6 Month Libor 4/1/98 Long Beach
7741762 403211.42 63.50 8.990 6.990 6 Month Libor 10/1/99 Long Beach
7888811 209199.48 83.68 9.990 6.990 6 Month Libor 4/1/98 Long Beach
8028029 179397.63 89.70 8.990 6.250 6 Month Libor 10/15/99 Accred
8028128 342350.53 79.62 8.990 6.250 6 Month Libor 10/15/99 Accred
8028292 490353.57 79.73 8.990 6.750 6 Month Libor 10/15/99 Accred
8028375 278066.39 59.80 8.990 6.000 6 Month Libor 10/15/99 Accred
7663198 107638.57 61.51 8.990 6.500 6 Month Libor 11/1/99 Long Beach
7663271 174912.72 89.70 8.990 6.990 6 Month Libor 11/1/99 Long Beach
7663636 232967.82 71.46 8.990 7.250 6 Month Libor 11/1/99 Long Beach
7664162 296479.11 84.71 8.990 6.500 6 Month Libor 11/1/99 Long Beach
7664238 183832.77 83.18 8.990 6.990 6 Month Libor 11/1/99 Long Beach
7664402 87780.77 69.67 9.990 6.500 6 Month Libor 5/1/98 Long Beach
7665060 111224.45 89.70 8.990 5.990 6 Month Libor 11/1/99 Long Beach
7665540 141813.47 78.79 8.990 5.990 6 Month Libor 11/1/99 Long Beach
7665664 263116.61 73.09 8.990 7.250 6 Month Libor 11/1/99 Long Beach
7665706 115860.99 71.52 8.990 6.000 6 Month Libor 11/1/99 Long Beach
7665789 67772.47 79.73 8.990 6.500 6 Month Libor 11/1/99 Long Beach
7666167 119598.46 58.92 8.990 5.990 6 Month Libor 11/1/99 Long Beach
7666217 194269.27 84.46 8.990 7.250 6 Month Libor 11/1/99 Long Beach
7666274 557129.40 79.71 8.990 6.990 6 Month Libor 11/1/99 Long Beach
7666332 99336.20 70.95 8.990 5.500 6 Month Libor 11/1/99 Long Beach
7666399 352416.74 81.96 8.990 5.990 6 Month Libor 11/1/99 Long Beach
7666480 208101.28 78.23 8.990 5.990 6 Month Libor 11/1/99 Long Beach
7666811 145836.83 79.69 8.990 7.250 6 Month Libor 11/1/99 Long Beach
7666910 44650.07 79.73 9.990 6.750 6 Month Libor 5/1/98 Long Beach
7667009 170826.44 79.45 8.990 6.990 6 Month Libor 11/1/99 Long Beach
7667314 181202.88 69.69 8.990 7.250 6 Month Libor 11/1/99 Long Beach
7667363 578856.46 79.73 8.990 6.990 6 Month Libor 11/1/99 Long Beach
7667561 99013.41 78.58 8.990 5.250 6 Month Libor 11/1/99 Long Beach
7667702 69965.10 89.70 8.990 5.990 6 Month Libor 11/1/99 Long Beach
7667835 304976.05 84.72 8.990 6.990 6 Month Libor 11/1/99 Long Beach
7668007 198533.38 79.73 8.990 6.500 6 Month Libor 5/1/98 Long Beach
7668163 263116.61 79.73 8.990 5.250 6 Month Libor 11/1/99 Long Beach
7668395 154884.06 79.43 8.990 7.250 6 Month Libor 11/1/99 Long Beach
7668668 114814.48 92.55 8.990 6.990 6 Month Libor 11/1/99 Long Beach
7668817 68769.13 68.09 8.990 6.500 6 Month Libor 5/1/98 Long Beach
7668882 154282.01 89.70 9.990 6.990 6 Month Libor 5/1/98 Long Beach
7668932 66417.01 84.72 8.990 5.500 6 Month Libor 11/1/99 Long Beach
7669005 74749.02 48.86 8.990 5.990 6 Month Libor 11/1/99 Long Beach
7669179 39857.84 72.47 8.990 6.500 6 Month Libor 11/1/99 Long Beach
7669229 298198.77 84.72 8.990 6.250 6 Month Libor 5/1/98 Long Beach
7669245 29888.15 48.21 8.990 6.500 6 Month Libor 11/1/99 Long Beach
7669377 92792.99 77.33 8.990 6.750 6 Month Libor 5/1/98 Long Beach
7669534 29899.62 57.50 8.990 6.990 6 Month Libor 5/1/98 Long Beach
7669617 46308.49 82.69 8.990 5.990 6 Month Libor 11/1/99 Long Beach
7669831 171424.45 79.73 8.990 6.500 6 Month Libor 11/1/99 Long Beach
7670045 378728.41 78.09 8.990 6.990 6 Month Libor 11/1/99 Long Beach
7670680 138963.37 89.65 8.990 6.990 6 Month Libor 11/1/99 Long Beach
7670714 126475.37 89.70 8.990 5.990 6 Month Libor 11/1/99 Long Beach
7670789 249163.17 79.60 8.990 6.750 6 Month Libor 5/1/98 Long Beach
7670854 99665.40 72.22 8.990 6.500 6 Month Libor 5/1/98 Long Beach
7670896 136441.91 71.81 8.990 6.500 6 Month Libor 11/1/99 Long Beach
7671258 367765.23 86.53 8.990 6.990 6 Month Libor 11/1/99 Long Beach
7671266 69765.78 53.67 8.990 6.500 6 Month Libor 11/1/99 Long Beach
7671282 51825.98 79.73 8.990 6.500 6 Month Libor 5/1/98 Long Beach
7671456 199081.55 84.72 8.990 6.990 6 Month Libor 5/1/98 Long Beach
7671464 84712.24 84.71 8.990 6.500 6 Month Libor 5/1/98 Long Beach
7671522 35879.49 71.76 8.990 5.990 6 Month Libor 11/1/99 Long Beach
7671530 103901.15 74.75 8.990 6.990 6 Month Libor 11/1/99 Long Beach
7671555 101658.65 82.65 8.990 6.500 6 Month Libor 5/1/98 Long Beach
7671704 114366.01 81.69 8.990 6.500 6 Month Libor 11/1/99 Long Beach
7671787 110130.26 84.72 8.990 4.990 6 Month Libor 11/1/99 Long Beach
7671811 122887.42 89.70 8.990 6.500 6 Month Libor 5/1/98 Long Beach
7671985 126475.37 89.70 8.990 6.990 6 Month Libor 11/1/99 Long Beach
7672165 83021.25 84.72 8.990 6.250 6 Month Libor 11/1/99 Long Beach
7672215 67274.15 74.75 8.990 5.990 6 Month Libor 11/1/99 Long Beach
7672355 156972.94 89.70 8.990 6.990 6 Month Libor 11/1/99 Long Beach
7672413 141126.13 72.75 8.990 6.400 6 Month Libor 5/1/98 Long Beach
7672645 90849.49 79.69 8.990 7.250 6 Month Libor 11/1/99 Long Beach
7672652 169829.79 79.73 8.990 6.990 6 Month Libor 5/1/98 Long Beach
7672884 213283.91 46.37 8.990 5.990 6 Month Libor 11/1/99 Long Beach
7672926 85313.58 79.73 8.990 6.500 6 Month Libor 5/1/98 Long Beach
7673007 92290.16 83.98 8.990 6.990 6 Month Libor 11/1/99 Long Beach
7673296 71759.07 79.73 8.990 6.250 6 Month Libor 5/1/98 Long Beach
7673379 81055.61 73.69 8.990 6.990 6 Month Libor 11/1/99 Long Beach
7673593 284046.33 68.44 9.990 7.650 6 Month Libor 5/1/98 Long Beach
7741333 237203.58 79.07 8.990 6.500 6 Month Libor 11/1/99 Long Beach
7741481 410870.49 84.72 8.990 7.250 6 Month Libor 11/1/99 Long Beach
7742307 190610.04 84.72 8.990 6.990 6 Month Libor 11/1/99 Long Beach
7742315 76916.75 74.75 8.990 5.990 6 Month Libor 11/1/99 Long Beach
7742836 98469.01 75.75 9.990 6.750 6 Month Libor 5/1/98 Long Beach
7743123 140388.53 84.57 8.990 7.250 6 Month Libor 11/1/99 Long Beach
7743271 199328.25 75.22 8.990 6.990 6 Month Libor 11/1/99 Long Beach
7743347 67772.23 77.01 8.990 6.500 6 Month Libor 5/1/98 Long Beach
7743412 134548.25 88.52 8.990 6.990 6 Month Libor 11/1/99 Long Beach
7743800 161457.92 78.76 8.990 6.990 6 Month Libor 5/1/98 Long Beach
7743891 322905.42 89.70 8.990 6.500 6 Month Libor 5/1/98 Long Beach
7745300 49119.94 84.69 8.990 6.500 6 Month Libor 5/1/98 Long Beach
8028854 187926.77 79.29 8.990 7.250 6 Month Libor 11/1/99 Accred
8029092 410870.43 84.72 8.990 6.250 6 Month Libor 11/1/99 Accred
7740368 139012.74 84.76 8.990 6.990 6 Month Libor 12/1/99 Long Beach
7741119 345315.00 89.69 8.990 6.990 6 Month Libor 12/1/99 Long Beach
7741846 212129.06 79.75 8.990 6.500 6 Month Libor 12/1/99 Long Beach
7741937 167832.44 89.75 8.990 4.990 6 Month Libor 12/1/99 Long Beach
7741994 150869.66 83.82 8.990 6.990 6 Month Libor 12/1/99 Long Beach
7742414 93240.24 84.76 8.990 6.750 6 Month Libor 6/1/98 Long Beach
7743164 70354.03 84.76 8.990 6.990 6 Month Libor 6/1/98 Long Beach
7743339 156164.96 89.75 8.990 6.750 6 Month Libor 6/1/98 Long Beach
7744071 121068.38 89.68 8.990 6.990 6 Month Libor 12/1/99 Long Beach
7744386 201039.92 89.35 8.990 6.990 6 Month Libor 12/1/99 Long Beach
7744733 161050.63 84.76 8.990 6.990 6 Month Libor 12/1/99 Long Beach
7744782 164541.62 71.54 8.990 7.250 6 Month Libor 12/1/99 Long Beach
7744808 154569.39 64.40 8.990 6.500 6 Month Libor 6/1/98 Long Beach
7745003 124843.53 79.52 8.990 5.990 6 Month Libor 12/1/99 Long Beach
7745417 131633.29 79.78 8.990 7.250 6 Month Libor 12/1/99 Long Beach
7745508 178004.08 83.96 8.990 7.250 6 Month Libor 12/1/99 Long Beach
7745581 107699.94 89.75 8.990 6.750 6 Month Libor 6/1/98 Long Beach
7746258 135322.99 77.33 8.990 6.990 6 Month Libor 12/1/99 Long Beach
7746449 66315.23 69.81 8.990 5.500 6 Month Libor 12/1/99 Long Beach
7746597 214402.71 83.43 8.990 6.990 6 Month Libor 12/1/99 Long Beach
7746621 63822.18 75.08 8.990 5.250 6 Month Libor 12/1/99 Long Beach
7746811 104708.28 74.79 8.990 6.500 6 Month Libor 12/1/99 Long Beach
7746837 124401.61 79.74 8.990 6.500 6 Month Libor 6/1/98 Long Beach
7746886 132644.06 84.49 8.990 5.250 6 Month Libor 12/1/99 Long Beach
7746951 179499.91 78.04 8.990 7.250 6 Month Libor 12/1/99 Long Beach
7746977 189472.13 77.34 8.990 7.250 6 Month Libor 12/1/99 Long Beach
7747066 162746.61 84.76 8.990 5.990 6 Month Libor 12/1/99 Long Beach
7747074 61428.88 79.78 8.990 6.500 6 Month Libor 6/1/98 Long Beach
7747157 161549.96 89.75 8.990 6.990 6 Month Libor 12/1/99 Long Beach
7747199 143599.95 84.47 8.990 7.250 6 Month Libor 12/1/99 Long Beach
7747611 207422.14 76.82 8.990 6.990 6 Month Libor 12/1/99 Long Beach
7747629 92043.59 64.37 8.990 6.250 6 Month Libor 12/1/99 Long Beach
7747777 73395.54 79.35 8.990 6.990 6 Month Libor 6/1/98 Long Beach
7748056 140284.19 84.00 8.990 6.500 6 Month Libor 6/1/98 Long Beach
7748098 67312.50 74.79 8.990 6.500 6 Month Libor 12/1/99 Long Beach
7748247 180497.18 69.42 8.990 6.500 6 Month Libor 6/1/98 Long Beach
7748486 172918.27 84.76 8.990 6.990 6 Month Libor 12/1/99 Long Beach
7748700 52332.40 30.78 8.990 7.250 6 Month Libor 12/1/99 Long Beach
7748841 145095.45 82.91 8.990 6.990 6 Month Libor 12/1/99 Long Beach
7748866 97727.72 70.31 8.990 6.990 6 Month Libor 6/1/98 Long Beach
7748908 213903.45 75.58 8.990 7.950 6 Month Libor 6/1/98 Long Beach
7749021 349127.34 89.75 8.990 6.990 6 Month Libor 12/1/99 Long Beach
7749369 152574.97 83.83 8.990 6.990 6 Month Libor 12/1/99 Long Beach
7749401 264291.38 84.71 8.990 6.990 6 Month Libor 12/1/99 Long Beach
7749476 204179.15 83.68 8.990 6.750 6 Month Libor 6/1/98 Long Beach
7750128 226958.26 79.63 8.990 6.750 6 Month Libor 12/1/99 Long Beach
7750169 203433.27 66.70 8.990 5.990 6 Month Libor 12/1/99 Long Beach
7750250 99722.21 79.14 8.990 6.500 6 Month Libor 6/1/98 Long Beach
7750466 226618.66 87.84 8.990 6.500 6 Month Libor 12/1/99 Long Beach
7750474 219953.23 83.00 8.990 6.990 6 Month Libor 12/1/99 Long Beach
7750599 156763.26 79.58 8.990 7.250 6 Month Libor 12/1/99 Long Beach
7750615 174513.82 71.82 8.990 6.990 6 Month Libor 12/1/99 Long Beach
7750623 89812.91 84.73 8.990 6.250 6 Month Libor 6/1/98 Long Beach
7750714 129634.83 84.73 8.990 3.990 6 Month Libor 6/1/98 Long Beach
7750771 67811.10 72.14 8.990 6.990 6 Month Libor 12/1/99 Long Beach
7750938 131034.96 87.36 8.990 6.990 6 Month Libor 12/1/99 Long Beach
7887813 135622.17 79.78 8.990 7.250 6 Month Libor 12/1/99 Long Beach
7888910 522544.26 77.99 8.990 6.000 6 Month Libor 12/1/99 Long Beach
7889009 106902.21 76.36 8.990 6.990 6 Month Libor 12/1/99 Long Beach
7889033 185483.26 78.59 8.990 6.990 6 Month Libor 12/1/99 Long Beach
7889306 92043.59 64.82 8.990 6.250 6 Month Libor 12/1/99 Long Beach
7889736 94137.77 79.78 8.990 6.500 6 Month Libor 12/1/99 Long Beach
7889850 67811.10 80.73 8.990 5.250 6 Month Libor 12/1/99 Long Beach
7890015 173923.55 79.74 8.990 6.500 6 Month Libor 6/1/98 Long Beach
7890114 67331.48 84.16 8.990 6.250 6 Month Libor 6/1/98 Long Beach
7890270 151727.29 84.76 8.990 6.990 6 Month Libor 6/1/98 Long Beach
7890502 358999.88 79.78 8.990 7.250 6 Month Libor 12/1/99 Long Beach
7891096 60610.49 79.75 8.990 6.400 6 Month Libor 6/1/98 Long Beach
7891120 295115.26 79.76 8.990 6.500 6 Month Libor 6/1/98 Long Beach
7891153 284806.55 79.78 8.990 6.100 6 Month Libor 12/1/99 Long Beach
7891559 103212.46 89.75 8.990 6.000 6 Month Libor 1/1/00 Long Beach
7892284 103212.46 89.75 8.990 7.250 6 Month Libor 12/1/99 Long Beach
7892599 114879.94 87.03 8.990 6.990 6 Month Libor 6/1/98 Long Beach
7892680 199195.05 84.76 8.990 8.000 6 Month Libor 6/1/98 Long Beach
7892961 217194.93 88.65 8.990 6.990 6 Month Libor 6/1/98 Long Beach
7893795 135622.17 84.76 8.990 6.500 6 Month Libor 6/1/98 Long Beach
8029936 219388.80 79.78 8.990 5.500 6 Month Libor 12/1/99 Accred
7887532 359202.90 77.25 8.990 6.990 6 Month Libor 7/1/98 Long Beach
7887755 174204.43 89.34 8.990 5.990 6 Month Libor 1/1/00 Long Beach
7887847 93541.38 59.58 8.990 7.250 6 Month Libor 1/1/00 Long Beach
7887995 115942.70 69.85 8.990 6.500 6 Month Libor 7/1/98 Long Beach
7888233 67849.44 79.82 8.990 5.990 6 Month Libor 1/1/00 Long Beach
7888373 150454.44 69.82 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7888951 156901.81 84.81 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7889173 161137.24 84.81 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7889314 56125.14 74.83 8.990 7.000 6 Month Libor 7/1/98 Long Beach
7889561 96585.66 79.82 8.990 5.990 6 Month Libor 1/1/00 Long Beach
7889801 172592.01 84.19 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7889892 96360.98 13.38 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7890031 145277.63 79.82 8.990 6.990 6 Month Libor 7/1/98 Long Beach
7890148 304923.34 79.82 8.990 6.000 6 Month Libor 1/1/00 Long Beach
7890452 139417.30 71.50 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7890627 93292.97 84.81 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7890775 230196.29 69.76 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7890809 148420.63 84.81 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7891039 163886.32 74.83 8.990 6.500 6 Month Libor 1/1/00 Long Beach
7891724 153160.13 82.34 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7892045 85887.85 74.69 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7892169 51086.62 79.82 8.990 6.250 6 Month Libor 1/1/00 Long Beach
7892425 164634.67 65.85 8.990 6.250 6 Month Libor 1/1/00 Long Beach
7892573 142483.82 84.81 8.990 7.250 6 Month Libor 1/1/00 Long Beach
7892615 78188.03 79.78 8.990 5.990 6 Month Libor 1/1/00 Long Beach
7892623 71042.34 79.82 8.990 5.990 6 Month Libor 1/1/00 Long Beach
7892854 150964.97 84.81 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7892979 72090.03 84.81 8.990 6.990 6 Month Libor 7/1/98 Long Beach
7893118 115344.05 83.58 8.990 6.750 6 Month Libor 1/1/00 Long Beach
7893399 94211.30 89.73 8.990 6.500 6 Month Libor 7/1/98 Long Beach
7893639 291762.56 89.77 8.990 3.990 6 Month Libor 7/1/98 Long Beach
7893670 45499.02 67.91 8.990 6.500 6 Month Libor 1/1/00 Long Beach
7894017 119734.31 54.42 8.990 7.250 6 Month Libor 1/1/00 Long Beach
7894058 167628.01 68.42 8.990 6.750 6 Month Libor 7/1/98 Long Beach
7894066 89800.73 74.83 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7894140 179601.43 83.54 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7894181 118536.94 79.82 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7894421 101774.16 81.42 8.990 5.990 6 Month Libor 1/1/00 Long Beach
7894942 122727.66 89.58 8.990 6.990 6 Month Libor 7/1/98 Long Beach
7895196 93292.97 84.81 8.990 6.500 6 Month Libor 1/1/00 Long Beach
7895386 80072.33 74.83 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7895691 142084.69 84.78 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7895733 115743.15 79.82 8.990 7.250 6 Month Libor 1/1/00 Long Beach
7895782 117303.69 79.80 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7896269 116740.93 89.80 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7896533 259424.30 79.33 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7896673 108131.19 84.81 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7896780 62411.51 83.22 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7896970 274191.52 79.48 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7897325 105066.85 89.80 8.990 5.990 6 Month Libor 1/1/00 Long Beach
7897333 106014.72 74.14 8.990 5.990 6 Month Libor 1/1/00 Long Beach
7897358 436531.27 71.56 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7897457 80820.66 89.80 8.990 6.350 6 Month Libor 1/1/00 Long Beach
7897622 83514.65 89.80 8.990 6.990 6 Month Libor 7/1/98 Long Beach
7897713 267829.32 84.49 8.990 6.400 6 Month Libor 7/1/98 Long Beach
7897846 226696.94 79.82 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7897929 101003.26 67.34 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7898034 70665.18 86.18 8.990 6.250 6 Month Libor 1/1/00 Long Beach
7898059 196254.49 84.59 8.990 6.250 6 Month Libor 7/1/98 Long Beach
7898109 174612.51 74.30 8.990 5.990 6 Month Libor 1/1/00 Long Beach
7898166 128065.81 84.81 8.990 6.500 6 Month Libor 7/1/98 Long Beach
7898190 156901.81 80.46 8.990 5.990 6 Month Libor 1/1/00 Long Beach
7898513 99778.60 76.75 8.990 6.500 6 Month Libor 7/1/98 Long Beach
7898620 149667.89 56.06 8.990 5.990 6 Month Libor 1/1/00 Long Beach
7898752 115344.05 80.66 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7898794 119734.31 79.82 8.990 6.990 6 Month Libor 1/1/00 Long Beach
7899156 31913.46 79.78 8.990 6.500 6 Month Libor 1/1/00 Long Beach
7899198 109269.53 79.18 8.990 6.500 6 Month Libor 1/1/00 Long Beach
7899214 221508.43 79.39 8.990 6.990 6 Month Libor 7/1/98 Long Beach
7899438 126080.23 84.33 8.990 6.750 6 Month Libor 7/1/98 Long Beach
7899552 124786.66 79.48 8.990 6.990 6 Month Libor 7/1/98 Long Beach
7899578 118636.41 84.74 8.990 6.750 6 Month Libor 1/1/00 Long Beach
8036782 76245.82 84.81 8.990 6.990 6 Month Libor 7/1/98 Long Beach
8029720 31077.46 69.06 9.000 6.000 6 Month Libor 11/15/99 Accred
8026387 94759.00 77.67 9.000 5.500 6 Month Libor 8/15/99 Accred
8026585 59730.78 72.84 9.000 5.500 6 Month Libor 9/1/99 Accred
8026668 194324.30 75.47 9.000 5.500 6 Month Libor 9/1/99 Accred
8026718 448019.51 48.43 10.500 6.000 6 Month Libor 3/1/98 Accred
8026239 60571.53 79.70 10.500 6.500 6 Month Libor 3/15/98 Accred
7664097 294005.73 86.98 9.000 6.500 6 Month Libor 10/1/99 Long Beach
7664212 131104.67 79.46 9.000 5.250 6 Month Libor 10/1/99 Long Beach
7668429 104589.41 69.73 9.000 5.750 6 Month Libor 10/1/99 Long Beach
7664006 67769.97 79.73 9.000 5.500 6 Month Libor 11/1/99 Long Beach
7664436 49833.04 19.39 9.000 6.990 6 Month Libor 5/1/98 Long Beach
7667389 149423.93 60.99 9.000 6.990 6 Month Libor 11/1/99 Long Beach
7668130 188358.86 89.69 9.000 7.250 6 Month Libor 11/1/99 Long Beach
7668627 157572.02 84.72 9.000 6.990 6 Month Libor 11/1/99 Long Beach
7668783 98651.41 89.68 9.000 6.990 6 Month Libor 11/1/99 Long Beach
7669021 140454.42 72.03 9.000 5.750 6 Month Libor 11/1/99 Long Beach
7669682 99666.07 76.67 9.000 6.990 6 Month Libor 11/1/99 Long Beach
7669898 94881.83 79.73 9.000 5.990 6 Month Libor 11/1/99 Long Beach
7671837 123685.55 84.72 9.000 6.990 6 Month Libor 11/1/99 Long Beach
7672017 227238.15 79.73 9.000 6.000 6 Month Libor 11/1/99 Long Beach
7672124 63704.76 79.63 9.000 6.500 6 Month Libor 11/1/99 Long Beach
7672637 205710.74 79.73 9.000 6.990 6 Month Libor 11/1/99 Long Beach
7740772 72008.73 84.72 9.000 6.100 6 Month Libor 11/1/99 Long Beach
7742893 59301.30 84.72 9.000 5.250 6 Month Libor 11/1/99 Long Beach
7746605 186375.54 84.72 9.000 6.250 6 Month Libor 5/1/98 Long Beach
8029340 131626.11 59.83 9.000 6.990 6 Month Libor 11/15/99 Accred
8029696 122908.29 84.76 9.000 6.000 6 Month Libor 11/15/99 Accred
7740640 78780.99 65.11 9.000 6.990 6 Month Libor 12/1/99 Long Beach
7745557 50858.59 84.76 9.000 5.990 6 Month Libor 6/1/98 Long Beach
7746324 167534.22 79.78 9.000 6.990 6 Month Libor 12/1/99 Long Beach
7746571 111974.47 56.84 9.000 6.990 6 Month Libor 12/1/99 Long Beach
7746969 33395.59 74.21 9.000 6.500 6 Month Libor 12/1/99 Long Beach
7748767 131594.15 79.75 9.000 6.990 6 Month Libor 12/1/99 Long Beach
7748809 86758.80 69.41 9.000 6.990 6 Month Libor 12/1/99 Long Beach
7749682 85362.67 79.78 9.000 6.990 6 Month Libor 12/1/99 Long Beach
7888845 199524.47 79.81 10.000 7.100 6 Month Libor 6/1/98 Long Beach
7891278 134027.40 78.84 9.000 6.250 6 Month Libor 12/1/99 Long Beach
7901721 123855.67 89.75 9.000 6.750 6 Month Libor 12/1/99 Provident
8030447 289774.45 89.71 9.000 6.125 6 Month Libor 12/1/99 Accred
8030272 169624.35 84.81 9.000 5.750 6 Month Libor 12/15/99 Accred
7888241 149668.58 73.01 9.000 6.990 6 Month Libor 1/1/00 Long Beach
7893100 114945.43 89.80 9.000 6.500 6 Month Libor 7/1/98 Long Beach
7893548 309813.94 88.52 9.000 6.990 6 Month Libor 1/1/00 Long Beach
7893977 74235.61 79.40 9.000 7.250 6 Month Libor 1/1/00 Long Beach
7894413 159846.00 89.80 9.000 6.750 6 Month Libor 7/1/98 Long Beach
7895212 118227.23 72.98 9.000 6.000 6 Month Libor 1/1/00 Long Beach
7895857 75347.68 84.76 9.000 5.990 6 Month Libor 1/1/00 Long Beach
7896020 28636.56 57.27 9.000 6.990 6 Month Libor 1/1/00 Long Beach
7897739 47874.48 74.80 9.000 7.250 6 Month Libor 1/1/00 Long Beach
7898364 99779.05 79.82 9.000 6.990 6 Month Libor 1/1/00 Long Beach
7898943 170604.82 87.94 9.000 6.990 6 Month Libor 1/1/00 Long Beach
7901465 100577.27 79.82 9.000 6.250 6 Month Libor 1/1/00 Provident
7901689 244458.64 43.27 9.000 5.250 6 Month Libor 1/1/00 Provident
7899248 59898.70 72.17 9.000 5.990 6 Month Libor 8/1/98 Long Beach
7901358 553858.73 63.87 9.000 5.250 6 Month Libor 2/1/00 Provident
7901432 37895.19 36.90 9.025 7.375 6 Month Libor 12/1/99 Provident
7901556 72051.76 84.77 9.050 6.750 6 Month Libor 12/1/99 Provident
7902067 187089.96 74.84 9.050 6.750 6 Month Libor 1/1/00 Provident
7742398 52733.54 60.61 9.050 6.150 6 Month Libor 12/1/99 Long Beach
7901895 55846.37 79.78 9.050 6.500 6 Month Libor 12/1/99 Provident
7891773 110271.63 60.59 9.100 6.750 6 Month Libor 10/1/99 Long Beach
7897911 498424.04 60.53 9.100 5.300 6 Month Libor 1/1/00 Long Beach
7901846 100581.85 89.81 9.100 7.500 6 Month Libor 1/1/00 Provident
8028078 52029.94 88.19 9.120 6.500 6 Month Libor 10/15/99 Accred
8030611 86016.73 68.27 9.120 7.000 6 Month Libor 12/1/99 Accred
8024879 70979.02 74.32 9.125 5.750 6 Month Libor 1/1/99 Accred
8025256 77073.11 57.52 9.125 6.000 6 Month Libor 7/1/99 Accred
8025983 212064.35 79.42 9.125 4.500 6 Month Libor 7/1/99 Accred
8025587 144284.01 60.12 9.125 6.250 6 Month Libor 7/15/99 Accred
8026163 466694.60 74.67 9.125 6.250 6 Month Libor 8/15/99 Accred
8026650 53108.93 83.64 10.625 5.750 6 Month Libor 3/1/98 Accred
8027260 168884.95 84.44 10.625 6.250 6 Month Libor 3/1/98 Accred
8027112 76515.39 70.20 9.125 6.250 6 Month Libor 9/15/99 Accred
8027195 89775.92 54.41 9.125 6.000 6 Month Libor 9/15/99 Accred
8027625 94168.04 81.89 10.625 6.000 6 Month Libor 3/1/98 Accred
8027666 186934.78 89.66 9.125 6.500 6 Month Libor 10/1/99 Accred
8028557 66146.88 69.63 9.125 6.250 6 Month Libor 10/1/99 Accred
8027906 123589.21 72.70 9.125 5.500 6 Month Libor 10/15/99 Accred
8027914 43627.45 83.90 10.625 6.000 6 Month Libor 4/15/98 Accred
8028136 65286.84 43.82 9.125 6.000 6 Month Libor 10/15/99 Accred
7664667 231245.00 79.74 9.125 6.990 6 Month Libor 5/1/98 Long Beach
7665888 174430.48 69.77 9.125 6.990 6 Month Libor 11/1/99 Long Beach
7743057 44604.38 76.90 9.125 5.500 6 Month Libor 11/1/99 Long Beach
8029910 198170.74 79.27 9.125 5.750 6 Month Libor 11/15/99 Accred
7888324 104695.19 74.78 9.125 5.990 6 Month Libor 6/1/98 Long Beach
8030090 291211.13 78.71 9.125 5.990 6 Month Libor 12/1/99 Accred
7889058 42912.40 59.19 9.125 6.990 6 Month Libor 7/1/98 Long Beach
7893878 424334.43 74.84 9.125 6.250 6 Month Libor 1/1/00 Long Beach
7895998 44903.14 41.58 9.125 6.990 6 Month Libor 1/1/00 Long Beach
7896301 206055.39 69.85 9.125 6.990 6 Month Libor 1/1/00 Long Beach
7896491 135607.39 84.75 9.125 4.000 6 Month Libor 1/1/00 Long Beach
7897705 51888.04 69.18 9.125 5.990 6 Month Libor 1/1/00 Long Beach
7898992 94795.46 76.45 9.125 6.500 6 Month Libor 7/1/98 Long Beach
7901762 391155.67 79.83 9.125 6.000 6 Month Libor 1/1/00 Provident
7665482 65682.45 72.98 9.150 6.450 6 Month Libor 11/1/99 Long Beach
7743792 142537.03 59.39 9.150 6.200 6 Month Libor 5/1/98 Long Beach
7741705 52557.94 84.77 9.150 6.500 6 Month Libor 12/1/99 Long Beach
7894090 105772.94 78.35 9.150 6.500 6 Month Libor 1/1/00 Long Beach
7901705 80577.02 84.82 9.150 6.250 6 Month Libor 1/1/00 Provident
7901382 40842.06 58.43 9.175 6.500 6 Month Libor 12/1/99 Provident
7664386 35737.26 71.47 10.190 6.990 6 Month Libor 4/1/98 Long Beach
7743529 37699.48 57.12 9.200 6.990 6 Month Libor 12/1/99 Long Beach
7901515 171635.43 79.83 9.200 6.750 6 Month Libor 1/1/00 Provident
7901531 197580.02 84.80 9.200 7.000 6 Month Libor 1/1/00 Provident
8025819 139383.99 75.75 10.740 6.100 6 Month Libor 1/15/98 Accred
8025827 71652.84 99.52 9.240 6.250 6 Month Libor 7/15/99 Accred
7669518 142596.97 85.13 10.240 5.890 6 Month Libor 5/1/98 Long Beach
7746902 179505.92 79.78 9.240 6.250 6 Month Libor 6/1/98 Long Beach
7894348 137410.51 89.81 9.240 6.500 6 Month Libor 7/1/98 Long Beach
8025991 68711.65 78.08 9.250 5.750 6 Month Libor 8/1/99 Accred
8024945 126111.45 79.32 11.250 6.250 6 Month Libor 7/1/97 Accred
8025447 139745.82 72.41 9.250 6.500 6 Month Libor 7/1/99 Accred
8026692 59775.50 74.72 10.875 5.000 6 Month Libor 2/1/98 Accred
8026221 107938.01 74.44 9.250 5.750 6 Month Libor 8/15/99 Accred
7663354 207014.88 89.62 9.250 6.990 6 Month Libor 9/1/99 Long Beach
7663362 407755.09 71.54 9.250 6.990 6 Month Libor 9/1/99 Long Beach
7740210 57503.88 69.70 9.250 6.500 6 Month Libor 9/1/99 Long Beach
8026841 124985.09 79.10 9.250 5.500 6 Month Libor 9/1/99 Accred
8026973 154125.25 84.68 9.250 6.000 6 Month Libor 9/15/99 Accred
8027104 120351.30 79.70 9.250 5.500 6 Month Libor 9/15/99 Accred
7663156 42765.61 84.68 9.250 6.990 6 Month Libor 10/1/99 Long Beach
7663602 70843.19 89.67 10.250 6.500 6 Month Libor 4/1/98 Long Beach
7663792 194275.76 62.67 9.250 5.600 6 Month Libor 10/1/99 Long Beach
7663834 339969.54 89.47 9.250 5.990 6 Month Libor 10/1/99 Long Beach
7664154 64559.37 89.67 9.250 5.250 6 Month Libor 10/1/99 Long Beach
7664261 128305.23 75.47 9.250 5.000 6 Month Libor 10/1/99 Long Beach
7664956 130525.00 79.11 10.250 6.500 6 Month Libor 4/1/98 Long Beach
7665276 85531.13 84.68 9.250 5.000 6 Month Libor 10/1/99 Long Beach
7665870 97822.88 69.87 10.250 6.500 6 Month Libor 4/1/98 Long Beach
7666860 363176.51 89.67 10.250 6.990 6 Month Libor 4/1/98 Long Beach
7668312 88669.48 88.67 9.250 6.250 6 Month Libor 10/1/99 Long Beach
7740343 134498.63 79.58 9.250 5.990 6 Month Libor 10/1/99 Long Beach
7741770 122792.23 79.22 9.250 6.990 6 Month Libor 10/1/99 Long Beach
8027872 131442.54 79.66 9.250 5.750 6 Month Libor 10/1/99 Accred
8028060 175387.75 79.36 9.250 6.250 6 Month Libor 10/15/99 Accred
8028177 418668.13 72.81 9.250 6.250 6 Month Libor 10/15/99 Accred
8028318 183167.29 74.76 9.250 5.750 6 Month Libor 10/15/99 Accred
7663107 340915.49 87.41 9.250 6.990 6 Month Libor 11/1/99 Long Beach
7663263 148926.05 86.08 9.250 5.500 6 Month Libor 11/1/99 Long Beach
7663818 111844.21 84.73 9.250 5.500 6 Month Libor 11/1/99 Long Beach
7663925 245718.36 76.79 9.250 5.990 6 Month Libor 11/1/99 Long Beach
7664584 91807.97 80.53 9.250 6.500 6 Month Libor 11/1/99 Long Beach
7664725 111440.92 72.60 9.250 6.250 6 Month Libor 11/1/99 Long Beach
7665359 100459.13 89.70 9.250 5.250 6 Month Libor 11/1/99 Long Beach
7665565 259095.76 79.72 9.250 6.500 6 Month Libor 11/1/99 Long Beach
7665953 134571.91 89.71 9.250 6.990 6 Month Libor 11/1/99 Long Beach
7666266 139077.86 83.28 9.250 5.990 6 Month Libor 11/1/99 Long Beach
7666506 63547.82 79.43 9.250 5.250 6 Month Libor 11/1/99 Long Beach
7666829 110707.84 89.71 9.250 5.990 6 Month Libor 11/1/99 Long Beach
7667611 89714.58 71.77 9.250 6.990 6 Month Libor 11/1/99 Long Beach
7667876 211253.46 79.72 9.250 7.250 6 Month Libor 11/1/99 Long Beach
7667991 95694.94 71.95 9.250 7.250 6 Month Libor 11/1/99 Long Beach
7668056 62800.19 89.71 9.250 5.250 6 Month Libor 11/1/99 Long Beach
7668064 141150.96 79.75 9.250 6.990 6 Month Libor 11/1/99 Long Beach
7668643 74762.14 31.81 9.250 6.250 6 Month Libor 11/1/99 Long Beach
7668981 139499.32 77.50 10.250 6.990 6 Month Libor 5/1/98 Long Beach
7669070 101676.54 79.75 9.250 6.990 6 Month Libor 11/1/99 Long Beach
7669187 78500.12 89.71 9.250 6.000 6 Month Libor 11/1/99 Long Beach
7669526 125184.22 80.76 9.250 5.000 6 Month Libor 11/1/99 Long Beach
7669864 114834.71 79.75 9.250 6.990 6 Month Libor 11/1/99 Long Beach
7670110 70074.79 85.46 9.250 5.250 6 Month Libor 11/1/99 Long Beach
7670144 82537.41 89.71 9.250 6.990 6 Month Libor 11/1/99 Long Beach
7670151 105913.09 84.73 9.250 5.000 6 Month Libor 11/1/99 Long Beach
7670318 490439.84 79.75 9.250 6.990 6 Month Libor 11/1/99 Long Beach
7670458 204459.58 89.68 9.250 4.000 6 Month Libor 5/1/98 Long Beach
7670623 169759.94 67.90 9.250 6.000 6 Month Libor 11/1/99 Long Beach
7670847 62441.39 78.05 9.250 6.500 6 Month Libor 5/1/98 Long Beach
7671050 134571.91 74.76 9.250 6.000 6 Month Libor 11/1/99 Long Beach
7671407 148029.11 85.07 9.250 5.990 6 Month Libor 11/1/99 Long Beach
7671548 224286.51 89.71 9.250 6.500 6 Month Libor 11/1/99 Long Beach
7671720 92150.05 79.44 9.250 5.990 6 Month Libor 11/1/99 Long Beach
7671886 199365.73 89.40 9.250 3.400 6 Month Libor 11/1/99 Long Beach
7671902 119619.48 73.84 10.250 6.500 6 Month Libor 5/1/98 Long Beach
7672066 436461.55 80.45 9.250 6.990 6 Month Libor 5/1/98 Long Beach
7672082 128789.76 83.09 9.250 6.990 6 Month Libor 5/1/98 Long Beach
7672223 321127.67 84.73 9.250 6.990 6 Month Libor 11/1/99 Long Beach
7672249 52552.84 79.75 9.250 6.740 6 Month Libor 11/1/99 Long Beach
7672629 63398.33 83.42 9.250 6.500 6 Month Libor 5/1/98 Long Beach
7672967 164377.10 84.30 9.250 6.250 6 Month Libor 11/1/99 Long Beach
7673171 153846.54 87.91 9.250 6.990 6 Month Libor 11/1/99 Long Beach
7673189 199365.79 78.18 9.250 6.990 6 Month Libor 11/1/99 Long Beach
7673387 127095.69 84.73 9.250 6.990 6 Month Libor 11/1/99 Long Beach
7740244 767558.27 69.78 9.250 5.500 6 Month Libor 5/1/98 Long Beach
7740384 94125.57 74.70 9.250 5.990 6 Month Libor 11/1/99 Long Beach
7742489 273629.57 89.71 9.250 6.990 6 Month Libor 11/1/99 Long Beach
7743099 99682.54 68.37 9.250 5.500 6 Month Libor 11/1/99 Long Beach
7743131 63377.86 84.50 9.250 7.000 6 Month Libor 5/1/98 Long Beach
7744717 99681.23 68.75 9.250 7.990 6 Month Libor 5/1/98 Long Beach
7745151 27911.09 29.38 9.250 6.500 6 Month Libor 11/1/99 Long Beach
7745433 113635.07 69.71 9.250 6.990 6 Month Libor 11/1/99 Long Beach
7750284 242229.43 84.99 9.250 5.875 6 Month Libor 11/1/99 Long Beach
7887862 109530.36 79.37 9.250 7.250 6 Month Libor 11/1/99 Long Beach
7888381 101673.89 67.78 9.250 6.990 6 Month Libor 11/1/99 Long Beach
7892136 143543.37 79.75 9.250 6.125 6 Month Libor 11/1/99 Long Beach
8028847 89714.58 74.76 9.250 6.000 6 Month Libor 11/1/99 Accred
8029795 207340.37 78.54 9.250 5.500 6 Month Libor 11/1/99 Accred
8030355 148029.11 89.71 9.250 6.125 6 Month Libor 11/1/99 Accred
8030371 120117.91 85.19 9.250 6.250 6 Month Libor 11/1/99 Accred
8030637 99682.86 79.75 9.250 6.000 6 Month Libor 11/1/99 Accred
8029456 49445.43 79.75 9.250 5.500 6 Month Libor 11/15/99 Accred
8029605 191494.57 79.79 9.250 6.750 6 Month Libor 11/15/99 Accred
8029837 273777.44 88.89 9.250 6.000 6 Month Libor 5/15/98 Accred
7670540 179526.16 79.79 9.250 6.500 6 Month Libor 6/1/98 Long Beach
7740327 99736.74 48.65 9.250 6.990 6 Month Libor 6/1/98 Long Beach
7740624 126067.28 79.79 9.250 6.500 6 Month Libor 12/1/99 Long Beach
7741812 102130.44 79.79 9.250 6.500 6 Month Libor 12/1/99 Long Beach
7742117 118886.22 79.26 9.250 5.844 6 Month Libor 12/1/99 Long Beach
7742869 143592.71 89.75 9.250 5.500 6 Month Libor 12/1/99 Long Beach
7743081 93253.05 84.78 9.250 5.990 6 Month Libor 12/1/99 Long Beach
7743255 159578.82 79.79 9.250 6.990 6 Month Libor 12/1/99 Long Beach
7743321 84776.27 83.11 9.250 6.000 6 Month Libor 6/1/98 Long Beach
7743982 207701.81 75.53 9.250 5.990 6 Month Libor 12/1/99 Long Beach
7744014 211929.55 72.33 9.250 6.990 6 Month Libor 12/1/99 Long Beach
7744147 182268.93 84.78 9.250 6.990 6 Month Libor 12/1/99 Long Beach
7745136 137132.88 89.63 9.250 5.250 6 Month Libor 12/1/99 Long Beach
7745177 96046.49 89.76 9.250 7.250 6 Month Libor 12/1/99 Long Beach
7745342 241612.32 84.78 9.250 6.500 6 Month Libor 6/1/98 Long Beach
7745490 89763.07 60.65 9.250 6.500 6 Month Libor 6/1/98 Long Beach
7745516 173791.32 84.78 9.250 6.500 6 Month Libor 12/1/99 Long Beach
7745987 112203.86 89.76 9.250 5.990 6 Month Libor 6/1/98 Long Beach
7746878 59691.54 79.59 9.250 7.500 6 Month Libor 6/1/98 Long Beach
7746894 151599.87 79.79 9.250 6.500 6 Month Libor 12/1/99 Long Beach
7747108 140628.83 78.13 9.250 6.500 6 Month Libor 6/1/98 Long Beach
7747173 53458.93 78.62 9.250 6.990 6 Month Libor 12/1/99 Long Beach
7747256 71062.43 74.80 9.250 6.990 6 Month Libor 6/1/98 Long Beach
7747561 88566.23 79.79 9.250 5.500 6 Month Libor 12/1/99 Long Beach
7747736 206455.08 89.76 9.250 5.990 6 Month Libor 12/1/99 Long Beach
7747918 270486.07 79.55 9.250 7.250 6 Month Libor 12/1/99 Long Beach
7748080 84776.27 76.38 9.250 7.250 6 Month Libor 12/1/99 Long Beach
7749153 220418.26 83.18 9.250 6.250 6 Month Libor 12/1/99 Long Beach
7749245 29819.69 45.88 9.250 6.990 6 Month Libor 12/1/99 Long Beach
7749500 199473.53 65.40 9.250 7.250 6 Month Libor 12/1/99 Long Beach
7749815 247737.15 89.76 9.250 6.990 6 Month Libor 12/1/99 Long Beach
7750177 473654.45 69.15 9.250 6.500 6 Month Libor 12/1/99 Long Beach
7750292 60640.13 77.25 9.250 6.250 6 Month Libor 12/1/99 Long Beach
7750425 77994.16 84.78 9.250 6.990 6 Month Libor 6/1/98 Long Beach
7750540 105122.54 84.78 9.250 6.990 6 Month Libor 12/1/99 Long Beach
7750912 338755.90 79.52 9.250 6.990 6 Month Libor 12/1/99 Long Beach
7887581 66799.01 61.85 9.250 6.990 6 Month Libor 12/1/99 Long Beach
7888183 131951.72 88.56 9.250 5.250 6 Month Libor 12/1/99 Long Beach
7888647 207452.48 76.83 9.250 6.990 6 Month Libor 12/1/99 Long Beach
7889744 239368.23 79.26 9.250 6.500 6 Month Libor 12/1/99 Long Beach
7889884 211092.87 84.78 9.250 7.250 6 Month Libor 12/1/99 Long Beach
7891104 89015.05 83.98 9.250 6.990 6 Month Libor 12/1/99 Long Beach
7902034 247845.85 69.82 9.250 6.250 6 Month Libor 12/1/99 Provident
8029845 67761.13 84.70 9.250 6.000 6 Month Libor 12/1/99 Accred
8030108 282753.70 88.92 9.250 6.000 6 Month Libor 12/1/99 Accred
8030173 149605.11 74.80 9.250 6.500 6 Month Libor 12/1/99 Accred
8036717 83479.67 90.74 9.250 6.000 6 Month Libor 12/1/99 Long Beach
7887771 195089.89 84.82 9.250 5.990 6 Month Libor 1/1/00 Long Beach
7887987 197539.71 89.79 9.250 5.500 6 Month Libor 1/1/00 Long Beach
7888175 76339.50 84.82 9.250 6.500 6 Month Libor 1/1/00 Long Beach
7889298 86218.76 89.81 9.250 6.990 6 Month Libor 1/1/00 Long Beach
7890130 76838.46 66.82 9.250 6.990 6 Month Libor 1/1/00 Long Beach
7890882 74303.81 84.92 9.250 6.990 6 Month Libor 1/1/00 Long Beach
7890932 161161.21 80.58 9.250 7.250 6 Month Libor 1/1/00 Long Beach
7891443 89412.03 79.83 9.250 6.990 6 Month Libor 1/1/00 Long Beach
7892052 70213.32 68.17 9.250 6.990 6 Month Libor 1/1/00 Long Beach
7892490 191597.21 79.83 9.250 5.990 6 Month Libor 1/1/00 Long Beach
7892649 139107.56 84.82 9.250 6.990 6 Month Libor 1/1/00 Long Beach
7893258 232710.79 79.83 9.250 6.990 6 Month Libor 1/1/00 Long Beach
7893373 64664.08 79.83 9.250 6.500 6 Month Libor 7/1/98 Long Beach
7893993 83125.29 85.70 9.250 6.990 6 Month Libor 7/1/98 Long Beach
7894561 79832.18 76.76 9.250 6.990 6 Month Libor 1/1/00 Long Beach
7894595 112812.87 84.82 9.250 6.990 6 Month Libor 1/1/00 Long Beach
7895253 37920.27 60.19 9.250 5.500 6 Month Libor 1/1/00 Long Beach
7895899 66232.30 69.72 9.250 6.500 6 Month Libor 1/1/00 Long Beach
7896798 299370.65 78.78 9.250 5.500 6 Month Libor 1/1/00 Long Beach
7896848 145045.09 84.82 9.250 6.500 6 Month Libor 7/1/98 Long Beach
7898067 124156.99 83.89 9.250 6.500 6 Month Libor 1/1/00 Long Beach
7898240 400408.25 74.84 9.250 6.200 6 Month Libor 7/1/98 Long Beach
7898471 200929.98 87.36 9.250 6.990 6 Month Libor 1/1/00 Long Beach
7898653 120870.89 83.36 9.250 6.990 6 Month Libor 1/1/00 Long Beach
7898687 90050.71 84.79 9.250 5.500 6 Month Libor 1/1/00 Long Beach
7899180 120444.72 84.82 9.250 5.990 6 Month Libor 1/1/00 Long Beach
7899297 111764.15 79.83 9.250 6.990 6 Month Libor 1/1/00 Long Beach
7663529 213826.80 64.80 9.300 6.900 6 Month Libor 11/1/99 Long Beach
8030017 202471.11 69.10 9.300 6.500 6 Month Libor 11/15/99 Accred
8028250 159499.17 79.75 9.313 5.675 6 Month Libor 10/15/99 Accred
7893712 63596.10 74.82 9.325 6.990 6 Month Libor 1/1/00 Long Beach
7741572 43046.37 88.21 10.340 6.500 6 Month Libor 4/1/98 Long Beach
7749195 127669.33 77.38 9.340 5.740 6 Month Libor 6/1/98 Long Beach
7895204 72101.26 80.11 9.340 6.500 6 Month Libor 7/1/98 Long Beach
8025751 199063.73 62.40 10.850 6.350 6 Month Libor 1/1/98 Accred
7665854 127104.03 84.74 9.350 6.990 6 Month Libor 11/1/99 Long Beach
7671423 296575.98 84.74 9.350 6.500 6 Month Libor 11/1/99 Long Beach
8025645 88582.40 50.62 9.365 6.125 6 Month Libor 7/15/99 Accred
8026825 312363.09 78.09 9.365 6.500 6 Month Libor 9/15/99 Accred
8030645 116638.13 87.70 9.370 6.500 6 Month Libor 11/1/99 Accred
8029928 31979.67 45.04 9.375 6.500 6 Month Libor 11/15/99 Accred
8026189 28755.09 73.73 9.375 6.000 6 Month Libor 8/15/99 Accred
8026544 105161.49 77.90 9.375 6.250 6 Month Libor 9/1/99 Accred
8028151 96443.14 79.05 11.125 5.500 6 Month Libor 3/1/98 Accred
8027252 120960.38 74.21 9.375 6.250 6 Month Libor 9/15/99 Accred
8027831 84891.61 59.78 9.375 6.250 6 Month Libor 10/1/99 Accred
8028243 174459.24 62.31 9.375 6.500 6 Month Libor 10/15/99 Accred
7664949 116015.42 84.07 9.375 5.500 6 Month Libor 11/1/99 Long Beach
7671498 296580.83 84.74 9.375 7.250 6 Month Libor 11/1/99 Long Beach
7887656 115641.59 79.75 9.375 6.200 6 Month Libor 11/1/99 Long Beach
8027153 22186.68 47.21 9.375 5.750 6 Month Libor 11/1/99 Accred
8028987 133914.96 59.78 9.375 6.000 6 Month Libor 11/1/99 Accred
8029068 77572.96 69.70 9.375 6.250 6 Month Libor 11/1/99 Accred
8030009 207357.32 78.25 9.375 5.500 6 Month Libor 11/1/99 Accred
8029316 199487.05 73.88 9.375 6.750 6 Month Libor 11/15/99 Accred
8029597 100957.96 72.11 9.375 6.500 6 Month Libor 11/15/99 Accred
8029662 83784.56 67.57 9.375 6.500 6 Month Libor 11/15/99 Accred
8029787 136149.92 69.82 9.375 6.250 6 Month Libor 11/15/99 Accred
7742232 112211.46 74.81 9.375 6.990 6 Month Libor 12/1/99 Long Beach
7742380 166072.98 89.77 9.375 6.990 6 Month Libor 12/1/99 Long Beach
7746753 139890.28 84.78 9.375 6.750 6 Month Libor 12/1/99 Long Beach
7748304 339427.23 79.77 9.375 6.250 6 Month Libor 12/1/99 Long Beach
7896541 111712.74 79.79 9.375 6.990 6 Month Libor 12/1/99 Long Beach
8030124 164477.68 74.76 9.375 5.750 6 Month Libor 12/1/99 Accred
8030181 500712.47 74.73 9.375 6.000 6 Month Libor 12/1/99 Accred
8030397 121188.37 89.77 9.375 6.125 6 Month Libor 12/1/99 Accred
8030256 129734.29 64.87 9.375 6.750 6 Month Libor 12/15/99 Accred
8030553 64867.15 52.31 9.375 6.500 6 Month Libor 12/15/99 Accred
7888894 127039.81 69.80 9.375 6.990 6 Month Libor 1/1/00 Long Beach
7890353 168853.51 88.87 9.375 5.990 6 Month Libor 1/1/00 Long Beach
7899164 288159.84 75.43 9.375 6.990 6 Month Libor 1/1/00 Long Beach
7665318 81612.07 89.68 10.380 5.500 6 Month Libor 4/1/98 Long Beach
7741143 118695.12 81.02 9.380 6.050 6 Month Libor 12/1/99 Long Beach
7666381 124511.65 84.70 10.390 6.990 6 Month Libor 4/1/98 Long Beach
7740699 158138.20 77.90 10.390 6.990 6 Month Libor 4/1/98 Long Beach
7663867 35873.99 79.72 10.400 6.750 6 Month Libor 4/1/98 Long Beach
7665490 47740.40 84.65 9.400 6.500 6 Month Libor 11/1/99 Long Beach
7667017 67292.51 69.37 9.400 6.000 6 Month Libor 11/1/99 Long Beach
7667827 59317.13 84.74 9.400 6.500 6 Month Libor 11/1/99 Long Beach
7671175 272908.58 74.16 9.400 7.250 6 Month Libor 11/1/99 Long Beach
7671605 148292.80 84.74 9.400 6.990 6 Month Libor 11/1/99 Long Beach
7741317 142560.48 76.65 9.400 6.990 6 Month Libor 5/1/98 Long Beach
7742919 64401.55 84.74 9.400 6.700 6 Month Libor 11/1/99 Long Beach
7743750 118634.21 84.74 9.400 6.500 6 Month Libor 11/1/99 Long Beach
7746498 61197.57 66.52 10.400 7.300 6 Month Libor 5/1/98 Long Beach
7743370 125394.25 84.73 9.400 6.990 6 Month Libor 12/1/99 Long Beach
7899032 156930.27 84.83 9.400 5.990 6 Month Libor 1/1/00 Long Beach
7664378 103140.63 76.97 10.440 7.200 6 Month Libor 4/1/98 Long Beach
7664352 27902.98 55.81 10.450 6.500 6 Month Libor 4/1/98 Long Beach
7666894 44863.14 74.77 10.450 6.990 6 Month Libor 5/1/98 Long Beach
7669401 116644.14 63.74 9.450 6.550 6 Month Libor 11/1/99 Long Beach
7740996 158765.61 64.80 9.450 6.000 6 Month Libor 11/1/99 Long Beach
8028722 170978.26 69.79 9.450 7.500 6 Month Libor 11/1/99 Accred
7744394 313207.21 79.29 9.450 6.990 6 Month Libor 12/1/99 Long Beach
7746415 44686.88 55.86 9.450 6.600 6 Month Libor 6/1/98 Long Beach
7751050 83089.70 84.79 9.450 6.600 6 Month Libor 12/1/99 Long Beach
7889421 127542.88 89.50 9.450 6.600 6 Month Libor 1/1/00 Long Beach
7890833 79839.03 78.27 9.450 6.750 6 Month Libor 1/1/00 Long Beach
7896897 77094.59 74.85 9.450 6.500 6 Month Libor 7/1/98 Long Beach
7897267 87373.84 84.83 9.450 6.500 6 Month Libor 7/1/98 Long Beach
7897770 29939.64 38.63 9.450 6.990 6 Month Libor 1/1/00 Long Beach
8025488 262651.39 79.59 9.490 6.250 6 Month Libor 7/1/99 Accred
8025074 321746.84 76.61 9.490 6.000 6 Month Libor 7/15/99 Accred
7740087 91502.57 72.91 9.490 6.990 6 Month Libor 9/1/99 Long Beach
7664865 74535.72 84.70 9.490 6.990 6 Month Libor 10/1/99 Long Beach
7666928 50212.59 66.95 9.490 6.000 6 Month Libor 10/1/99 Long Beach
7667819 70948.41 79.72 9.490 6.250 6 Month Libor 10/1/99 Long Beach
7741804 111604.27 64.51 9.490 6.990 6 Month Libor 10/1/99 Long Beach
7663180 88233.03 53.47 9.490 7.250 6 Month Libor 11/1/99 Long Beach
7663479 93217.93 84.74 9.490 6.250 6 Month Libor 11/1/99 Long Beach
7663628 75770.77 79.76 9.490 7.250 6 Month Libor 11/1/99 Long Beach
7664329 179656.44 84.74 9.490 5.990 6 Month Libor 11/1/99 Long Beach
7667330 93985.64 77.04 9.490 5.500 6 Month Libor 11/1/99 Long Beach
7667538 83746.63 69.79 9.490 6.500 6 Month Libor 11/1/99 Long Beach
7668619 209291.75 68.62 9.490 6.990 6 Month Libor 11/1/99 Long Beach
7668676 156995.18 89.71 9.490 7.250 6 Month Libor 11/1/99 Long Beach
7668718 84707.29 45.79 9.490 7.500 6 Month Libor 11/1/99 Long Beach
7669492 58771.31 89.05 9.490 7.150 6 Month Libor 5/1/98 Long Beach
7669781 143116.97 89.45 9.490 6.990 6 Month Libor 11/1/99 Long Beach
7670805 85235.17 77.49 9.490 5.500 6 Month Libor 11/1/99 Long Beach
7671126 89681.32 63.60 9.490 6.990 6 Month Libor 11/1/99 Long Beach
7671159 108471.76 79.76 9.490 5.990 6 Month Libor 11/1/99 Long Beach
7671977 88233.03 53.47 9.490 7.250 6 Month Libor 11/1/99 Long Beach
7672504 94912.81 84.74 9.490 7.250 6 Month Libor 11/1/99 Long Beach
7673114 29161.74 74.77 9.490 6.500 6 Month Libor 5/1/98 Long Beach
7673148 28414.00 74.77 9.490 6.500 6 Month Libor 5/1/98 Long Beach
7673460 88233.03 55.15 9.490 7.250 6 Month Libor 11/1/99 Long Beach
7673478 88233.03 53.47 9.490 7.250 6 Month Libor 11/1/99 Long Beach
7673486 88233.03 56.92 9.490 7.250 6 Month Libor 11/1/99 Long Beach
7673494 88233.03 55.15 9.490 7.250 6 Month Libor 11/1/99 Long Beach
7673585 81346.94 84.74 9.490 6.500 6 Month Libor 5/1/98 Long Beach
7673619 160589.11 84.74 9.490 6.500 6 Month Libor 5/1/98 Long Beach
7743289 88233.03 53.47 9.490 7.250 6 Month Libor 11/1/99 Long Beach
7743602 100495.90 89.73 9.490 6.990 6 Month Libor 11/1/99 Long Beach
7744816 92719.43 69.19 9.490 5.990 6 Month Libor 11/1/99 Long Beach
7744956 59819.03 41.25 9.490 5.500 6 Month Libor 11/1/99 Long Beach
7745185 88233.03 55.15 9.490 7.250 6 Month Libor 11/1/99 Long Beach
7887896 59021.44 79.76 9.490 6.500 6 Month Libor 11/1/99 Long Beach
8029571 139614.49 69.81 9.490 6.990 6 Month Libor 11/15/99 Accred
7740038 51071.83 79.80 9.490 6.990 6 Month Libor 12/1/99 Long Beach
7740285 263338.97 78.61 9.490 6.750 6 Month Libor 6/1/98 Long Beach
7740418 209165.24 79.53 9.490 6.500 6 Month Libor 12/1/99 Long Beach
7743677 168327.47 74.81 9.490 6.990 6 Month Libor 12/1/99 Long Beach
7743701 74812.22 71.93 9.490 5.500 6 Month Libor 12/1/99 Long Beach
7744261 67020.25 79.79 9.490 6.990 6 Month Libor 6/1/98 Long Beach
7744337 51042.77 89.55 9.490 6.990 6 Month Libor 6/1/98 Long Beach
7744352 363587.32 66.11 9.490 6.990 6 Month Libor 6/1/98 Long Beach
7744824 29176.74 74.81 9.490 6.500 6 Month Libor 6/1/98 Long Beach
7744840 40398.60 74.81 9.490 6.000 6 Month Libor 6/1/98 Long Beach
7746712 209339.51 83.74 9.490 6.250 6 Month Libor 6/1/98 Long Beach
7746779 239397.89 69.39 9.490 6.990 6 Month Libor 12/1/99 Long Beach
7747231 258499.31 84.75 9.490 5.990 6 Month Libor 12/1/99 Long Beach
7747595 79811.95 53.93 9.490 5.990 6 Month Libor 12/1/99 Long Beach
7747975 188526.75 67.33 9.490 6.990 6 Month Libor 12/1/99 Long Beach
7748916 98312.22 89.78 9.490 6.500 6 Month Libor 6/1/98 Long Beach
7748957 165334.97 84.79 9.490 6.500 6 Month Libor 12/1/99 Long Beach
7749724 94537.69 82.93 9.490 6.750 6 Month Libor 6/1/98 Long Beach
7749989 97505.21 84.79 9.490 0.250 6 Month Libor 12/1/99 Long Beach
7750086 105295.11 79.77 9.490 7.250 6 Month Libor 12/1/99 Long Beach
7750326 186531.79 83.65 9.490 6.500 6 Month Libor 6/1/98 Long Beach
7750490 185135.29 79.80 9.490 7.250 6 Month Libor 12/1/99 Long Beach
7889199 313213.80 82.42 9.490 6.500 6 Month Libor 12/1/99 Long Beach
8030249 164670.77 76.59 9.490 5.750 6 Month Libor 12/15/99 Accred
7890890 166065.80 89.77 9.490 5.250 6 Month Libor 1/1/00 Long Beach
7891054 101796.48 84.83 9.490 7.500 6 Month Libor 7/1/98 Long Beach
7891658 113622.85 84.79 9.490 5.990 6 Month Libor 1/1/00 Long Beach
7893308 314571.14 78.06 9.490 6.250 6 Month Libor 7/1/98 Long Beach
7893423 22355.10 39.92 9.490 6.750 6 Month Libor 7/1/98 Long Beach
7893654 89820.45 62.81 9.490 6.990 6 Month Libor 1/1/00 Long Beach
7893746 176946.27 88.47 9.490 5.990 6 Month Libor 1/1/00 Long Beach
7894645 381736.84 84.83 9.490 6.990 6 Month Libor 1/1/00 Long Beach
7895279 63621.96 74.85 9.490 6.990 6 Month Libor 7/1/98 Long Beach
7896012 97006.07 89.82 9.490 6.000 6 Month Libor 1/1/00 Long Beach
7898026 83832.42 79.09 9.490 6.500 6 Month Libor 7/1/98 Long Beach
7898216 235529.17 79.84 9.490 6.990 6 Month Libor 1/1/00 Long Beach
7899040 193113.94 89.82 9.490 6.990 6 Month Libor 1/1/00 Long Beach
8025223 164158.88 63.14 9.500 6.500 6 Month Libor 7/1/99 Accred
8025868 106013.33 74.66 9.500 6.000 6 Month Libor 8/1/99 Accred
8026080 76190.53 71.21 9.500 6.000 6 Month Libor 8/15/99 Accred
8026122 115779.61 74.70 9.500 6.000 6 Month Libor 8/15/99 Accred
8026411 42950.52 72.80 9.500 6.000 6 Month Libor 8/15/99 Accred
8026486 160793.38 84.19 10.500 6.375 6 Month Libor 2/15/98 Accred
7663461 96377.40 89.65 10.500 6.500 6 Month Libor 3/1/98 Long Beach
7664071 159332.83 79.67 9.500 6.750 6 Month Libor 3/1/98 Long Beach
7664527 119922.17 79.42 9.500 6.875 6 Month Libor 9/1/99 Long Beach
8026494 65359.51 74.70 9.500 6.000 6 Month Libor 9/1/99 Accred
8026510 33657.57 63.50 9.500 6.500 6 Month Libor 9/1/99 Accred
8026601 105969.52 70.65 9.500 6.500 6 Month Libor 9/1/99 Accred
8026783 71708.67 79.68 9.500 5.750 6 Month Libor 9/1/99 Accred
8026965 187255.50 79.68 9.500 6.500 6 Month Libor 9/15/99 Accred
8027294 161428.75 71.75 9.500 6.250 6 Month Libor 9/15/99 Accred
8027328 62179.94 77.72 9.500 6.250 6 Month Libor 9/15/99 Accred
8027369 64770.78 46.43 9.500 6.500 6 Month Libor 9/15/99 Accred
8027393 44741.71 72.16 9.500 6.000 6 Month Libor 9/15/99 Accred
7663552 170261.74 84.71 10.500 6.500 6 Month Libor 4/1/98 Long Beach
7663594 71746.10 71.75 9.500 6.990 6 Month Libor 10/1/99 Long Beach
7663933 134473.21 89.65 9.500 6.500 6 Month Libor 10/1/99 Long Beach
7664311 210754.18 87.09 9.500 6.990 6 Month Libor 10/1/99 Long Beach
7664345 122865.27 89.68 9.500 5.990 6 Month Libor 10/1/99 Long Beach
7664626 158439.35 66.02 9.500 6.990 6 Month Libor 10/1/99 Long Beach
7666258 63495.94 74.70 9.500 6.600 6 Month Libor 10/1/99 Long Beach
7666290 89682.66 66.43 9.500 6.500 6 Month Libor 10/1/99 Long Beach
7666514 206270.11 89.68 9.500 6.990 6 Month Libor 10/1/99 Long Beach
7666613 134673.50 84.70 9.500 6.990 6 Month Libor 10/1/99 Long Beach
7666746 127062.84 63.53 10.500 6.500 6 Month Libor 4/1/98 Long Beach
7667082 129541.64 77.57 9.500 5.250 6 Month Libor 10/1/99 Long Beach
7667447 304921.09 84.70 9.500 6.500 6 Month Libor 4/1/98 Long Beach
7740657 158674.14 61.50 10.500 6.990 6 Month Libor 4/1/98 Long Beach
7740947 250712.86 84.70 9.500 5.500 6 Month Libor 10/1/99 Long Beach
8027955 93170.31 89.59 9.500 6.750 6 Month Libor 10/1/99 Accred
8028235 152237.75 79.71 9.500 6.500 6 Month Libor 10/1/99 Accred
8028011 183446.07 79.76 9.500 6.000 6 Month Libor 10/15/99 Accred
8028144 309066.80 84.68 9.500 6.000 6 Month Libor 10/15/99 Accred
8028334 154014.93 79.39 11.000 7.125 6 Month Libor 4/15/98 Accred
8028359 48229.34 74.77 9.500 6.000 6 Month Libor 10/15/99 Accred
8028730 111662.83 79.76 9.500 6.250 6 Month Libor 10/15/99 Accred
7663370 135590.62 79.76 9.500 6.500 6 Month Libor 11/1/99 Long Beach
7664063 166945.93 84.74 9.500 5.990 6 Month Libor 11/1/99 Long Beach
7664204 217218.12 74.65 9.500 6.990 6 Month Libor 11/1/99 Long Beach
7665169 90726.06 62.57 10.500 6.990 6 Month Libor 5/1/98 Long Beach
7665839 112161.36 77.35 9.500 6.990 6 Month Libor 11/1/99 Long Beach
7665912 195609.37 89.73 9.500 7.250 6 Month Libor 11/1/99 Long Beach
7666043 64776.32 66.78 10.500 6.990 6 Month Libor 5/1/98 Long Beach
7666126 119587.04 74.74 9.500 6.500 6 Month Libor 11/1/99 Long Beach
7666316 107575.20 64.80 9.500 6.990 6 Month Libor 11/1/99 Long Beach
7666597 241520.75 84.74 9.500 6.500 6 Month Libor 5/1/98 Long Beach
7666993 717832.60 61.35 9.500 7.250 6 Month Libor 11/1/99 Long Beach
7667413 120037.57 79.76 9.500 6.900 6 Month Libor 11/1/99 Long Beach
7667553 98103.79 79.76 9.500 6.990 6 Month Libor 11/1/99 Long Beach
7667587 258467.96 84.47 9.500 6.250 6 Month Libor 11/1/99 Long Beach
7667595 285139.08 77.06 9.500 6.990 6 Month Libor 11/1/99 Long Beach
7667629 86738.13 76.09 9.500 6.500 6 Month Libor 11/1/99 Long Beach
7668049 198400.95 66.13 9.500 6.990 6 Month Libor 5/1/98 Long Beach
7668361 151343.02 74.77 9.500 6.500 6 Month Libor 5/1/98 Long Beach
7668486 94134.31 74.77 9.500 6.990 6 Month Libor 11/1/99 Long Beach
7668791 80008.39 74.77 9.500 6.990 6 Month Libor 5/1/98 Long Beach
7669096 211361.83 76.86 9.500 6.990 6 Month Libor 11/1/99 Long Beach
7669435 74574.84 84.74 9.500 5.750 6 Month Libor 5/1/98 Long Beach
7669765 99527.55 84.70 9.500 7.000 6 Month Libor 5/1/98 Long Beach
7669815 90476.79 74.77 9.500 6.500 6 Month Libor 11/1/99 Long Beach
7669971 71185.06 84.74 9.500 6.800 6 Month Libor 11/1/99 Long Beach
7670185 219336.26 69.19 9.500 6.500 6 Month Libor 11/1/99 Long Beach
7670581 100446.72 69.27 9.500 6.990 6 Month Libor 11/1/99 Long Beach
7670771 137580.46 79.76 9.500 5.350 6 Month Libor 5/1/98 Long Beach
7670987 36190.73 57.45 9.500 5.990 6 Month Libor 5/1/98 Long Beach
7671134 212358.80 65.34 9.500 5.990 6 Month Libor 11/1/99 Long Beach
7671225 47107.79 74.77 9.500 6.990 6 Month Libor 11/1/99 Long Beach
7672181 190624.45 79.76 9.500 6.900 6 Month Libor 11/1/99 Long Beach
7672405 86139.38 79.76 9.500 7.250 6 Month Libor 11/1/99 Long Beach
7672470 109668.86 72.15 9.500 6.990 6 Month Libor 11/1/99 Long Beach
7672488 83659.05 79.68 9.500 6.990 6 Month Libor 11/1/99 Long Beach
7673031 51843.49 79.76 9.500 6.990 6 Month Libor 11/1/99 Long Beach
7673049 103686.92 79.76 9.500 7.250 6 Month Libor 11/1/99 Long Beach
7673163 56141.09 66.05 9.500 5.750 6 Month Libor 11/1/99 Long Beach
7673205 52341.96 79.31 10.500 6.990 6 Month Libor 5/1/98 Long Beach
7673304 224322.69 73.31 9.500 6.990 6 Month Libor 5/1/98 Long Beach
7673650 169586.65 89.26 9.500 6.990 6 Month Libor 5/1/98 Long Beach
7740442 231301.63 84.73 9.500 6.990 6 Month Libor 11/1/99 Long Beach
7740632 82209.40 65.77 9.500 6.500 6 Month Libor 11/1/99 Long Beach
7741895 135531.91 79.72 9.500 5.500 6 Month Libor 11/1/99 Long Beach
7742216 79544.74 73.65 9.500 6.990 6 Month Libor 11/1/99 Long Beach
7743180 84744.12 54.67 9.500 6.990 6 Month Libor 11/1/99 Long Beach
7743743 110167.39 84.74 9.500 6.990 6 Month Libor 11/1/99 Long Beach
7743834 41075.99 79.76 9.500 5.990 6 Month Libor 11/1/99 Long Beach
7743909 203385.92 70.13 9.500 6.250 6 Month Libor 11/1/99 Long Beach
7744022 311060.77 79.76 9.500 6.500 6 Month Libor 11/1/99 Long Beach
7744089 83448.08 89.73 9.500 6.500 6 Month Libor 5/1/98 Long Beach
7744915 139578.53 81.62 9.500 6.990 6 Month Libor 11/1/99 Long Beach
7744980 194412.62 84.53 9.500 6.250 6 Month Libor 11/1/99 Long Beach
7745052 38583.51 87.69 10.500 6.750 6 Month Libor 5/1/98 Long Beach
7745110 282148.07 82.98 9.500 5.990 6 Month Libor 11/1/99 Long Beach
7745383 163284.75 89.72 9.500 6.500 6 Month Libor 5/1/98 Long Beach
7745623 58623.01 69.79 9.500 6.990 6 Month Libor 11/1/99 Long Beach
7745631 52641.07 79.76 9.500 6.990 6 Month Libor 11/1/99 Long Beach
7745672 45363.02 58.91 9.500 6.990 6 Month Libor 11/1/99 Long Beach
7745797 104683.89 74.77 9.500 6.990 6 Month Libor 11/1/99 Long Beach
7746845 119489.24 82.12 9.500 5.990 6 Month Libor 11/1/99 Long Beach
7746910 149912.36 84.70 9.500 6.990 6 Month Libor 11/1/99 Long Beach
7888043 166097.94 81.42 9.500 6.990 6 Month Libor 11/1/99 Long Beach
7891583 77366.42 79.76 9.500 6.750 6 Month Libor 11/1/99 Long Beach
8028623 124424.28 79.76 9.500 5.750 6 Month Libor 11/1/99 Accred
8028771 52840.41 57.44 9.500 6.250 6 Month Libor 11/1/99 Accred
8029902 115650.75 79.76 9.500 6.000 6 Month Libor 11/1/99 Accred
8029290 113759.93 67.71 9.500 6.000 6 Month Libor 11/15/99 Accred
8029589 169575.18 89.25 9.500 6.000 6 Month Libor 11/15/99 Accred
8029670 436298.83 84.72 9.500 6.750 6 Month Libor 11/15/99 Accred
8029860 179550.23 79.80 9.500 5.750 6 Month Libor 11/15/99 Accred
7743693 104737.62 69.83 9.500 7.250 6 Month Libor 12/1/99 Long Beach
7743768 70816.51 84.31 9.500 6.990 6 Month Libor 12/1/99 Long Beach
7744154 191520.26 80.13 9.500 6.000 6 Month Libor 12/1/99 Long Beach
7744204 168702.45 73.35 9.500 7.250 6 Month Libor 12/1/99 Long Beach
7744535 170772.24 79.80 9.500 7.000 6 Month Libor 6/1/98 Long Beach
7744790 67331.33 89.78 9.500 5.990 6 Month Libor 6/1/98 Long Beach
7745045 197505.28 89.78 9.500 6.500 6 Month Libor 12/1/99 Long Beach
7745128 158001.22 84.49 9.500 6.990 6 Month Libor 12/1/99 Long Beach
7745771 125685.15 71.82 9.500 7.250 6 Month Libor 12/1/99 Long Beach
7745979 155610.22 77.81 9.500 7.250 6 Month Libor 12/1/99 Long Beach
7746365 107231.39 83.13 9.500 6.990 6 Month Libor 12/1/99 Long Beach
7746522 145435.67 86.06 9.500 6.990 6 Month Libor 12/1/99 Long Beach
7747249 148119.79 74.81 9.500 6.990 6 Month Libor 6/1/98 Long Beach
7747306 230622.34 79.80 9.500 5.990 6 Month Libor 12/1/99 Long Beach
7747462 137256.16 75.83 9.500 6.600 6 Month Libor 12/1/99 Long Beach
7747645 97755.12 69.83 9.500 6.990 6 Month Libor 12/1/99 Long Beach
7747652 79800.12 79.80 9.500 6.990 6 Month Libor 12/1/99 Long Beach
7747744 58653.09 60.47 9.500 6.990 6 Month Libor 6/1/98 Long Beach
7748007 598500.80 68.40 9.500 6.990 6 Month Libor 12/1/99 Long Beach
7748312 128478.19 79.80 9.500 6.500 6 Month Libor 6/1/98 Long Beach
7748437 93515.04 74.81 9.500 6.500 6 Month Libor 12/1/99 Long Beach
7748494 151620.19 79.80 9.500 6.500 6 Month Libor 12/1/99 Long Beach
7748544 119700.14 79.80 9.500 6.500 6 Month Libor 6/1/98 Long Beach
7748577 203490.30 79.80 9.500 6.250 6 Month Libor 12/1/99 Long Beach
7748619 53416.19 76.31 9.500 5.990 6 Month Libor 12/1/99 Long Beach
7748650 122941.39 84.79 9.500 5.990 6 Month Libor 6/1/98 Long Beach
7748759 109230.81 84.68 9.500 5.990 6 Month Libor 12/1/99 Long Beach
7749229 76223.58 84.69 9.500 6.250 6 Month Libor 12/1/99 Long Beach
7749468 63837.30 79.80 9.500 6.500 6 Month Libor 12/1/99 Long Beach
7749526 81759.52 79.38 9.500 7.250 6 Month Libor 12/1/99 Long Beach
7749542 84787.61 73.73 9.500 6.990 6 Month Libor 12/1/99 Long Beach
7749674 238253.21 84.79 9.500 6.990 6 Month Libor 12/1/99 Long Beach
7750367 96109.28 71.19 9.500 6.500 6 Month Libor 12/1/99 Long Beach
7750383 150434.55 84.75 9.500 6.500 6 Month Libor 12/1/99 Long Beach
7750961 160198.74 69.65 9.500 6.500 6 Month Libor 6/1/98 Long Beach
7750979 110223.92 84.79 9.500 6.990 6 Month Libor 12/1/99 Long Beach
7887722 79401.11 76.35 9.500 7.250 6 Month Libor 6/1/98 Long Beach
7888159 133116.57 84.79 9.500 5.990 6 Month Libor 12/1/99 Long Beach
7888571 123690.17 83.57 9.500 5.990 6 Month Libor 12/1/99 Long Beach
7889082 38900.44 59.85 9.500 7.500 6 Month Libor 12/1/99 Long Beach
7889207 219450.33 79.80 9.500 6.990 6 Month Libor 12/1/99 Long Beach
7889264 318402.42 79.80 9.500 7.250 6 Month Libor 12/1/99 Long Beach
7889470 59850.09 67.25 9.500 6.990 6 Month Libor 12/1/99 Long Beach
7889546 215460.28 73.79 9.500 6.990 6 Month Libor 6/1/98 Long Beach
7889637 35111.48 79.80 9.500 6.990 6 Month Libor 6/1/98 Long Beach
7890221 169486.57 82.28 9.500 6.750 6 Month Libor 12/1/99 Long Beach
7891682 99750.16 53.49 9.500 7.250 6 Month Libor 12/1/99 Long Beach
7892128 164527.91 57.13 9.500 7.250 6 Month Libor 12/1/99 Long Beach
7892748 88603.05 84.38 9.500 6.000 6 Month Libor 12/1/99 Long Beach
7892912 371369.77 83.45 9.500 6.750 6 Month Libor 6/1/98 Long Beach
7894116 27925.18 69.81 9.500 6.990 6 Month Libor 12/1/99 Long Beach
7894702 111544.54 78.55 9.500 6.990 6 Month Libor 12/1/99 Long Beach
7895089 16736.05 64.37 9.500 6.990 6 Month Libor 12/1/99 Long Beach
7901457 216158.56 74.82 9.500 7.250 6 Month Libor 12/1/99 Provident
8030330 82293.88 74.81 9.500 5.875 6 Month Libor 12/1/99 Accred
8030751 44012.19 69.86 9.500 6.250 6 Month Libor 12/15/99 Accred
7887516 29940.26 71.29 9.500 7.000 6 Month Libor 7/1/98 Long Beach
7887961 94646.52 84.51 9.500 5.500 6 Month Libor 1/1/00 Long Beach
7888290 145210.33 73.52 9.500 6.990 6 Month Libor 1/1/00 Long Beach
7888480 203593.86 79.84 9.500 6.750 6 Month Libor 1/1/00 Long Beach
7888621 113673.24 84.83 9.500 6.990 6 Month Libor 1/1/00 Long Beach
7888860 75848.68 79.84 9.500 6.990 6 Month Libor 1/1/00 Long Beach
7888886 75848.68 79.01 9.500 5.990 6 Month Libor 1/1/00 Long Beach
7888902 115369.84 84.83 9.500 6.990 6 Month Libor 1/1/00 Long Beach
7889751 140519.69 79.84 9.500 6.990 6 Month Libor 1/1/00 Long Beach
7891070 176148.57 81.93 9.500 6.500 6 Month Libor 7/1/98 Long Beach
7892482 63872.57 84.04 9.500 6.990 6 Month Libor 1/1/00 Long Beach
7892540 188424.11 79.84 9.500 6.500 6 Month Libor 1/1/00 Long Beach
7892862 395211.58 87.82 9.500 6.250 6 Month Libor 7/1/98 Long Beach
7892896 101796.92 82.09 9.500 5.990 6 Month Libor 1/1/00 Long Beach
7893167 39903.15 79.81 9.500 6.500 6 Month Libor 1/1/00 Long Beach
7893456 82709.99 76.58 9.500 6.990 6 Month Libor 7/1/98 Long Beach
7893647 83533.37 89.82 9.500 6.990 6 Month Libor 7/1/98 Long Beach
7893688 61078.16 89.82 9.500 7.250 6 Month Libor 1/1/00 Long Beach
7893951 345810.14 89.82 9.500 6.500 6 Month Libor 7/1/98 Long Beach
7894223 179452.19 89.73 9.500 6.990 6 Month Libor 1/1/00 Long Beach
7894496 75449.47 78.59 9.500 6.990 6 Month Libor 1/1/00 Long Beach
7894520 39571.06 64.87 9.500 6.990 6 Month Libor 1/1/00 Long Beach
7894553 112824.91 84.83 9.500 6.500 6 Month Libor 1/1/00 Long Beach
7894629 119761.06 53.23 9.500 6.990 6 Month Libor 1/1/00 Long Beach
7894736 95010.48 84.83 9.500 6.990 6 Month Libor 7/1/98 Long Beach
7894777 72655.06 71.23 9.500 6.990 6 Month Libor 1/1/00 Long Beach
7895105 171657.55 79.84 9.500 6.990 6 Month Libor 1/1/00 Long Beach
7895220 147181.38 82.69 9.500 6.250 6 Month Libor 1/1/00 Long Beach
7895428 84331.77 64.87 9.500 6.000 6 Month Libor 1/1/00 Long Beach
7895485 70409.51 84.83 9.500 6.990 6 Month Libor 1/1/00 Long Beach
7895675 76347.71 89.82 9.500 5.990 6 Month Libor 1/1/00 Long Beach
7896335 107784.99 79.84 9.500 6.250 6 Month Libor 1/1/00 Long Beach
7896392 383155.61 77.41 9.500 6.990 6 Month Libor 7/1/98 Long Beach
7896616 95060.37 74.85 9.500 6.990 6 Month Libor 1/1/00 Long Beach
7896723 92814.86 75.46 9.500 6.950 6 Month Libor 1/1/00 Long Beach
7896772 43513.21 79.84 9.500 5.990 6 Month Libor 1/1/00 Long Beach
7896822 89820.81 74.85 9.500 6.400 6 Month Libor 1/1/00 Long Beach
7896947 63845.45 79.81 9.500 6.990 6 Month Libor 1/1/00 Long Beach
7896962 123753.12 78.32 9.500 6.900 6 Month Libor 1/1/00 Long Beach
7897069 94811.24 79.67 9.500 5.750 6 Month Libor 1/1/00 Long Beach
7897168 82626.79 88.85 9.500 5.990 6 Month Libor 1/1/00 Long Beach
7897440 63868.79 79.84 9.500 5.900 6 Month Libor 1/1/00 Long Beach
7897648 190869.24 84.83 9.500 6.990 6 Month Libor 1/1/00 Long Beach
7897838 94311.85 89.82 9.500 6.500 6 Month Libor 1/1/00 Long Beach
7897978 145709.29 78.76 9.500 6.500 6 Month Libor 7/1/98 Long Beach
7897986 157186.40 82.73 9.500 6.990 6 Month Libor 1/1/00 Long Beach
7898141 349303.15 69.86 9.500 6.990 6 Month Libor 7/1/98 Long Beach
7898414 107784.99 79.84 9.500 6.990 6 Month Libor 1/1/00 Long Beach
7898596 214621.83 84.83 9.500 6.500 6 Month Libor 1/1/00 Long Beach
7898661 132036.60 89.82 9.500 5.990 6 Month Libor 1/1/00 Long Beach
7898695 32734.70 77.02 9.500 5.500 6 Month Libor 7/1/98 Long Beach
7899016 135629.43 83.72 9.500 6.990 6 Month Libor 1/1/00 Long Beach
7899263 55307.11 79.81 9.500 6.990 6 Month Libor 7/1/98 Long Beach
7899313 72455.46 58.91 9.500 6.500 6 Month Libor 7/1/98 Long Beach
7899339 67864.61 84.83 9.500 5.990 6 Month Libor 1/1/00 Long Beach
7899545 179641.61 79.84 9.500 6.500 6 Month Libor 7/1/98 Long Beach
7899560 56836.59 84.83 9.500 6.250 6 Month Libor 7/1/98 Long Beach
7901473 121410.86 79.88 9.500 5.500 6 Month Libor 1/1/00 Provident
7901838 127246.15 74.85 9.500 5.500 6 Month Libor 1/1/00 Provident
7901887 155240.30 84.83 9.500 6.000 6 Month Libor 12/1/99 Provident
7901911 55389.52 70.83 9.500 6.500 6 Month Libor 1/1/00 Provident
7744659 63592.02 84.79 9.540 5.550 6 Month Libor 12/1/99 Long Beach
7665466 75773.61 79.76 9.550 6.900 6 Month Libor 11/1/99 Long Beach
7673395 104457.53 79.74 9.550 5.500 6 Month Libor 11/1/99 Long Beach
7901952 98306.32 89.78 9.550 6.000 6 Month Libor 12/1/99 Provident
7897176 183637.47 79.84 9.550 6.990 6 Month Libor 1/1/00 Long Beach
7663420 135461.10 84.14 9.600 6.700 6 Month Libor 9/1/99 Long Beach
7663396 159447.46 77.78 9.600 6.990 6 Month Libor 10/1/99 Long Beach
7670607 37090.31 65.07 9.600 5.250 6 Month Libor 11/1/99 Long Beach
7671829 84749.26 84.75 9.600 5.250 6 Month Libor 11/1/99 Long Beach
7887524 43371.00 74.78 9.600 6.720 6 Month Libor 5/1/98 Long Beach
7744170 87784.68 65.51 9.600 6.500 6 Month Libor 6/1/98 Long Beach
7746506 203500.82 84.79 9.600 7.250 6 Month Libor 12/1/99 Long Beach
7750516 498776.57 76.97 9.600 6.500 6 Month Libor 6/1/98 Long Beach
7898836 87828.43 71.41 9.600 5.750 6 Month Libor 7/1/98 Long Beach
7668924 79166.42 80.78 9.610 6.990 6 Month Libor 11/1/99 Long Beach
8025561 93283.33 74.63 9.615 6.250 6 Month Libor 7/1/99 Accred
8028094 86313.83 88.53 9.625 6.000 6 Month Libor 10/15/99 Accred
7665029 72382.27 71.67 9.625 6.500 6 Month Libor 11/1/99 Long Beach
8025793 123945.64 74.67 9.625 6.250 6 Month Libor 7/15/99 Accred
8025694 134498.42 69.69 9.625 6.250 6 Month Libor 8/1/99 Accred
8025884 155305.35 77.65 9.625 6.000 6 Month Libor 8/1/99 Accred
8025975 79643.72 75.85 9.625 6.000 6 Month Libor 8/1/99 Accred
8026270 109979.73 84.66 9.625 6.000 6 Month Libor 8/15/99 Accred
8026908 46316.67 77.19 9.625 6.000 6 Month Libor 9/1/99 Accred
8027146 71752.60 74.74 9.625 6.000 6 Month Libor 9/15/99 Accred
8027179 547535.81 60.84 9.625 6.250 6 Month Libor 9/15/99 Accred
8027385 96406.96 74.16 9.625 6.250 6 Month Libor 9/15/99 Accred
8027427 104141.02 79.50 9.625 6.750 6 Month Libor 9/15/99 Accred
8027567 262829.99 89.70 11.125 6.250 6 Month Libor 4/1/98 Accred
7669344 183981.37 88.88 9.625 7.250 6 Month Libor 11/1/99 Long Beach
7672264 85249.26 89.74 9.625 6.000 6 Month Libor 11/1/99 Long Beach
7740681 64809.39 51.85 9.625 6.990 6 Month Libor 11/1/99 Long Beach
8028581 398328.40 84.75 9.625 6.500 6 Month Libor 11/1/99 Accred
8028995 117349.09 69.03 9.625 6.000 6 Month Libor 11/1/99 Accred
8030348 179472.14 89.74 9.625 6.625 6 Month Libor 11/1/99 Accred
8029480 146342.89 89.78 9.625 6.250 6 Month Libor 11/15/99 Accred
7741457 143649.53 80.48 9.625 5.990 6 Month Libor 12/1/99 Long Beach
8030066 218666.45 79.81 9.625 5.750 6 Month Libor 12/1/99 Accred
8030306 102150.74 78.58 9.625 5.625 6 Month Libor 12/1/99 Accred
7891989 398725.19 84.84 9.625 6.990 6 Month Libor 1/1/00 Long Beach
7892003 576879.00 84.84 9.625 7.250 6 Month Libor 1/1/00 Long Beach
7893829 150158.21 84.84 9.625 7.250 6 Month Libor 1/1/00 Long Beach
7894215 313890.04 84.84 9.625 6.990 6 Month Libor 1/1/00 Long Beach
7896939 95414.58 79.51 9.625 6.990 6 Month Libor 1/1/00 Long Beach
7664055 71789.96 79.77 9.650 5.990 6 Month Libor 11/1/99 Long Beach
7671860 54839.55 78.34 9.650 7.990 6 Month Libor 11/1/99 Long Beach
7747033 179364.66 79.72 9.650 6.990 6 Month Libor 12/1/99 Long Beach
7896566 84836.36 84.84 9.660 6.990 6 Month Libor 1/1/00 Long Beach
7747868 106377.39 84.76 9.670 6.970 6 Month Libor 12/1/99 Long Beach
7666803 288022.68 84.71 9.700 6.900 6 Month Libor 10/1/99 Long Beach
7750631 72625.59 68.51 9.700 6.490 6 Month Libor 12/1/99 Long Beach
7896442 192581.63 79.74 9.700 7.000 6 Month Libor 7/1/98 Long Beach
7740707 84391.03 74.68 9.740 6.990 6 Month Libor 10/1/99 Long Beach
7741440 64614.47 75.13 9.740 6.990 6 Month Libor 5/1/98 Long Beach
7742174 91780.37 79.81 9.740 7.500 6 Month Libor 6/1/98 Long Beach
7747488 147249.31 89.24 9.740 7.750 6 Month Libor 6/1/98 Long Beach
7747603 179572.31 79.11 9.740 7.750 6 Month Libor 6/1/98 Long Beach
7750060 255391.75 79.81 9.740 6.500 6 Month Libor 6/1/98 Long Beach
7891914 99762.41 61.20 9.740 6.500 6 Month Libor 12/1/99 Long Beach
7894025 155629.33 78.60 9.740 6.250 6 Month Libor 6/1/98 Long Beach
7896202 97415.24 79.85 9.740 6.990 6 Month Libor 7/1/98 Long Beach
7740715 85361.19 75.54 9.750 6.850 6 Month Libor 10/1/99 Long Beach
8025025 87086.62 84.55 10.750 6.000 6 Month Libor 11/1/97 Accred
8025686 85150.50 87.78 11.750 6.000 6 Month Libor 11/1/97 Accred
8025231 54704.23 58.82 9.750 6.250 6 Month Libor 7/1/99 Accred
8025769 216826.19 88.86 9.750 6.250 6 Month Libor 7/15/99 Accred
8025876 55228.89 74.63 9.750 6.500 6 Month Libor 7/15/99 Accred
8026171 117096.99 79.66 9.750 5.750 6 Month Libor 8/15/99 Accred
8026346 204411.95 88.87 9.750 6.250 6 Month Libor 8/15/99 Accred
8026361 170343.28 89.65 9.750 6.250 6 Month Libor 8/15/99 Accred
8026445 52597.25 77.92 9.750 6.000 6 Month Libor 8/15/99 Accred
7663412 138889.42 89.61 9.750 5.000 6 Month Libor 9/1/99 Long Beach
7663958 179684.15 89.47 9.750 6.000 6 Month Libor 9/1/99 Long Beach
8026528 44827.18 74.71 9.750 6.000 6 Month Libor 9/1/99 Accred
8026536 232204.84 89.65 9.750 6.250 6 Month Libor 9/1/99 Accred
8026551 266572.32 79.69 9.750 6.000 6 Month Libor 9/1/99 Accred
8026759 87662.03 79.69 9.750 6.000 6 Month Libor 9/1/99 Accred
7663123 198234.37 84.72 9.750 5.250 6 Month Libor 10/1/99 Long Beach
7663131 246472.41 83.55 9.750 6.100 6 Month Libor 10/1/99 Long Beach
7663578 89698.81 89.70 9.750 6.000 6 Month Libor 10/1/99 Long Beach
7663610 31892.91 79.73 9.750 5.250 6 Month Libor 10/1/99 Long Beach
7663883 255503.05 89.65 9.750 6.990 6 Month Libor 10/1/99 Long Beach
7663974 60995.21 87.14 9.750 5.750 6 Month Libor 10/1/99 Long Beach
7664253 135450.21 72.43 9.750 6.990 6 Month Libor 10/1/99 Long Beach
7664543 133551.21 83.47 9.750 5.500 6 Month Libor 10/1/99 Long Beach
7664972 51825.97 75.11 9.750 5.500 6 Month Libor 10/1/99 Long Beach
7665375 394674.80 79.73 9.750 6.990 6 Month Libor 10/1/99 Long Beach
7665532 152487.97 89.70 9.750 5.500 6 Month Libor 10/1/99 Long Beach
7665631 141523.74 85.77 9.750 5.500 6 Month Libor 10/1/99 Long Beach
7665771 110127.59 84.71 9.750 5.900 6 Month Libor 10/1/99 Long Beach
7666191 43852.74 69.61 9.750 5.990 6 Month Libor 10/1/99 Long Beach
7666787 53820.11 71.76 9.750 5.500 6 Month Libor 10/1/99 Long Beach
7666845 78785.47 84.72 9.750 6.000 6 Month Libor 10/1/99 Long Beach
7667884 49334.36 25.69 9.750 6.990 6 Month Libor 10/1/99 Long Beach
7668320 138534.88 83.96 9.750 5.750 6 Month Libor 10/1/99 Long Beach
7741234 398163.09 84.72 9.750 4.000 6 Month Libor 10/1/99 Long Beach
7741721 111525.71 78.54 9.750 5.250 6 Month Libor 10/1/99 Long Beach
7741820 112671.71 84.72 9.750 7.250 6 Month Libor 10/1/99 Long Beach
8028185 86751.44 67.25 9.750 6.500 6 Month Libor 10/15/99 Accred
8028326 77572.19 59.67 9.750 6.000 6 Month Libor 10/15/99 Accred
7663016 37392.90 74.79 9.750 6.500 6 Month Libor 11/1/99 Long Beach
7663305 20700.72 45.00 9.750 5.250 6 Month Libor 11/1/99 Long Beach
7663321 28717.71 59.83 9.750 5.250 6 Month Libor 11/1/99 Long Beach
7663669 184471.48 76.23 9.750 6.250 6 Month Libor 11/1/99 Long Beach
7663776 197033.09 79.77 9.750 6.990 6 Month Libor 5/1/98 Long Beach
7663875 53446.87 65.18 9.750 6.250 6 Month Libor 11/1/99 Long Beach
7663917 73288.92 69.80 9.750 6.990 6 Month Libor 5/1/98 Long Beach
7664188 97221.45 74.79 9.750 6.500 6 Month Libor 11/1/99 Long Beach
7664410 188069.71 89.56 9.750 5.500 6 Month Libor 11/1/99 Long Beach
7664683 71694.54 79.66 9.750 6.850 6 Month Libor 11/1/99 Long Beach
7664915 122897.89 84.76 9.750 6.000 6 Month Libor 11/1/99 Long Beach
7665052 93411.54 74.14 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7665300 118858.12 74.29 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7665383 50106.42 74.79 9.750 5.500 6 Month Libor 11/1/99 Long Beach
7665433 182227.95 84.76 9.750 7.250 6 Month Libor 11/1/99 Long Beach
7665755 59828.60 79.24 9.750 6.500 6 Month Libor 5/1/98 Long Beach
7665979 104251.29 84.76 9.750 5.650 6 Month Libor 11/1/99 Long Beach
7666027 157572.36 89.02 9.750 5.500 6 Month Libor 11/1/99 Long Beach
7666118 79770.74 78.59 9.750 6.500 6 Month Libor 11/1/99 Long Beach
7666357 109063.46 73.20 9.750 6.500 6 Month Libor 5/1/98 Long Beach
7666407 56787.30 84.76 9.750 5.500 6 Month Libor 11/1/99 Long Beach
7666548 67805.71 52.16 9.750 7.250 6 Month Libor 11/1/99 Long Beach
7666670 190703.66 71.96 9.750 6.500 6 Month Libor 5/1/98 Long Beach
7667322 98667.37 89.70 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7667462 85255.74 89.74 9.750 6.500 6 Month Libor 11/1/99 Long Beach
7667512 53845.70 89.74 9.750 5.500 6 Month Libor 11/1/99 Long Beach
7667520 122050.31 89.74 9.750 6.500 6 Month Libor 11/1/99 Long Beach
7667579 114422.18 84.76 9.750 5.250 6 Month Libor 11/1/99 Long Beach
7667926 113275.48 79.77 9.750 5.990 6 Month Libor 11/1/99 Long Beach
7668122 41132.16 74.79 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7668171 41132.16 73.45 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7668205 41132.16 74.79 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7668221 48610.71 74.79 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7668254 111879.48 81.07 9.750 5.250 6 Month Libor 11/1/99 Long Beach
7668411 82636.23 54.37 9.750 5.500 6 Month Libor 11/1/99 Long Beach
7668494 112120.15 81.25 9.750 5.750 6 Month Libor 11/1/99 Long Beach
7668502 598285.93 66.48 9.750 7.250 6 Month Libor 11/1/99 Long Beach
7668544 82195.69 74.72 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7668635 107691.45 89.74 9.750 5.250 6 Month Libor 11/1/99 Long Beach
7669013 84398.77 84.40 9.750 5.500 6 Month Libor 11/1/99 Long Beach
7669211 89715.91 74.76 9.750 6.250 6 Month Libor 11/1/99 Long Beach
7669237 77178.08 89.74 9.750 5.500 6 Month Libor 11/1/99 Long Beach
7669252 172306.34 89.74 9.750 7.250 6 Month Libor 11/1/99 Long Beach
7669559 85229.27 89.72 9.750 5.250 6 Month Libor 11/1/99 Long Beach
7669575 167819.20 84.76 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7669633 48172.75 84.51 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7669674 244948.27 84.46 9.750 6.250 6 Month Libor 11/1/99 Long Beach
7669773 96473.62 74.79 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7669914 65926.09 89.70 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7670060 71619.80 84.76 9.750 6.000 6 Month Libor 11/1/99 Long Beach
7670136 220169.25 79.77 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7670375 101255.50 84.38 10.750 5.500 6 Month Libor 5/1/98 Long Beach
7670417 139600.02 63.45 9.750 5.250 6 Month Libor 11/1/99 Long Beach
7670755 69800.02 69.80 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7670995 75782.87 79.77 9.750 6.000 6 Month Libor 11/1/99 Long Beach
7671076 91737.20 74.58 10.750 6.990 6 Month Libor 5/1/98 Long Beach
7671142 199428.65 79.77 9.750 5.250 6 Month Libor 11/1/99 Long Beach
7671399 240510.95 89.74 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7671696 120813.15 89.49 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7671753 89113.63 79.57 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7671779 99614.58 89.74 9.750 3.990 6 Month Libor 5/1/98 Long Beach
7672009 119655.08 79.77 9.750 6.000 6 Month Libor 11/1/99 Long Beach
7672058 91737.20 77.09 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7672090 81350.22 79.76 9.750 6.750 6 Month Libor 5/1/98 Long Beach
7672199 55440.72 77.00 9.750 6.500 6 Month Libor 11/1/99 Long Beach
7672322 164528.67 68.27 9.750 6.500 6 Month Libor 11/1/99 Long Beach
7672769 94049.42 79.70 9.750 7.250 6 Month Libor 11/1/99 Long Beach
7672827 73946.40 74.69 10.750 6.600 6 Month Libor 5/1/98 Long Beach
7672835 93332.61 88.89 9.750 5.990 6 Month Libor 11/1/99 Long Beach
7673015 49418.21 76.03 9.750 6.990 6 Month Libor 5/1/98 Long Beach
7673197 30695.48 69.76 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7673254 23719.23 69.76 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7673601 119507.60 82.42 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7740004 39727.77 35.47 9.750 6.500 6 Month Libor 11/1/99 Long Beach
7741416 59828.60 79.24 9.750 6.500 6 Month Libor 11/1/99 Long Beach
7741507 74187.47 76.88 9.750 7.250 6 Month Libor 11/1/99 Long Beach
7741796 173104.03 79.77 9.750 5.990 6 Month Libor 11/1/99 Long Beach
7742067 41132.16 73.45 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7742141 130625.72 81.64 9.750 6.300 6 Month Libor 11/1/99 Long Beach
7742448 72990.89 79.77 9.750 5.500 6 Month Libor 11/1/99 Long Beach
7742604 166921.82 84.30 9.750 5.500 6 Month Libor 11/1/99 Long Beach
7742687 63817.17 79.77 9.750 6.250 6 Month Libor 11/1/99 Long Beach
7742844 84757.19 44.61 9.750 6.250 6 Month Libor 11/1/99 Long Beach
7743230 232832.92 76.84 9.750 7.000 6 Month Libor 11/1/99 Long Beach
7743552 61473.88 78.81 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7743867 74785.72 58.43 9.750 7.250 6 Month Libor 11/1/99 Long Beach
7743917 95725.75 76.58 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7744055 72043.33 84.76 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7744212 314100.11 89.74 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7744881 67636.25 84.55 9.750 6.250 6 Month Libor 11/1/99 Long Beach
7744923 216380.05 69.80 9.750 6.990 6 Month Libor 5/1/98 Long Beach
7745524 91338.29 79.77 9.750 6.990 6 Month Libor 11/1/99 Long Beach
7745607 99714.35 71.22 9.750 6.990 6 Month Libor 11/1/99 Long Beach
8028441 65926.03 82.41 9.750 6.250 6 Month Libor 11/1/99 Accred
8028789 30696.17 30.70 9.750 6.500 6 Month Libor 11/1/99 Accred
8028938 181878.92 79.77 9.750 6.750 6 Month Libor 11/1/99 Accred
8029266 49881.44 29.87 9.750 6.500 6 Month Libor 11/15/99 Accred
8029381 420999.42 69.82 9.750 6.250 6 Month Libor 11/15/99 Accred
8029423 139668.04 55.42 9.750 6.990 6 Month Libor 11/15/99 Accred
8029621 108191.32 77.28 9.750 6.500 6 Month Libor 11/15/99 Accred
7740079 86045.50 74.82 9.750 6.500 6 Month Libor 12/1/99 Long Beach
7740236 116722.60 85.51 9.750 6.990 6 Month Libor 12/1/99 Long Beach
7741242 57581.93 71.98 9.750 6.990 6 Month Libor 12/1/99 Long Beach
7741663 96071.65 85.40 9.750 5.500 6 Month Libor 12/1/99 Long Beach
7741747 95772.39 68.41 9.750 5.990 6 Month Libor 12/1/99 Long Beach
7742018 165098.21 88.01 9.750 6.500 6 Month Libor 12/1/99 Long Beach
7742505 27933.63 69.83 9.750 6.990 6 Month Libor 12/1/99 Long Beach
7742778 143658.59 79.37 9.750 6.500 6 Month Libor 12/1/99 Long Beach
7742976 125300.37 78.31 9.750 6.500 6 Month Libor 6/1/98 Long Beach
7743495 97642.92 74.82 9.750 6.990 6 Month Libor 12/1/99 Long Beach
7743610 33670.00 64.75 9.750 6.500 6 Month Libor 12/1/99 Long Beach
7744006 241675.64 84.80 9.750 7.250 6 Month Libor 12/1/99 Long Beach
7744311 49881.44 45.35 9.750 6.990 6 Month Libor 6/1/98 Long Beach
7744402 49881.44 35.63 9.750 6.990 6 Month Libor 12/1/99 Long Beach
7744907 25341.94 69.43 9.750 6.990 6 Month Libor 12/1/99 Long Beach
7745029 31774.49 69.83 9.750 6.990 6 Month Libor 12/1/99 Long Beach
7745268 63598.86 73.10 9.750 5.990 6 Month Libor 12/1/99 Long Beach
7745359 114121.41 80.37 9.750 6.990 6 Month Libor 12/1/99 Long Beach
7745409 119715.47 79.81 9.750 6.990 6 Month Libor 12/1/99 Long Beach
7745615 16959.68 49.88 9.750 5.500 6 Month Libor 12/1/99 Long Beach
7745680 108492.16 74.82 9.750 6.500 6 Month Libor 12/1/99 Long Beach
7745706 99762.93 70.26 9.750 5.990 6 Month Libor 12/1/99 Long Beach
7745722 20950.23 59.86 9.750 6.990 6 Month Libor 12/1/99 Long Beach
7745813 36640.30 79.65 9.750 6.750 6 Month Libor 6/1/98 Long Beach
7745888 116631.51 89.72 9.750 6.990 6 Month Libor 12/1/99 Long Beach
7746043 191544.76 76.62 9.750 6.000 6 Month Libor 12/1/99 Long Beach
7746050 135577.79 75.32 9.750 6.990 6 Month Libor 12/1/99 Long Beach
7746084 44892.92 69.07 9.750 6.250 6 Month Libor 12/1/99 Long Beach
7746134 163411.67 81.71 9.750 5.500 6 Month Libor 12/1/99 Long Beach
7746241 99214.19 84.80 9.750 7.000 6 Month Libor 12/1/99 Long Beach
7746514 76617.92 79.81 9.750 6.750 6 Month Libor 6/1/98 Long Beach
7747017 55667.70 89.79 9.750 5.990 6 Month Libor 12/1/99 Long Beach
7747165 67339.95 89.79 9.750 6.990 6 Month Libor 12/1/99 Long Beach
7747314 148397.33 84.80 9.750 5.990 6 Month Libor 12/1/99 Long Beach
7747348 154432.98 89.79 9.750 6.990 6 Month Libor 12/1/99 Long Beach
7747710 108881.24 81.87 9.750 6.500 6 Month Libor 12/1/99 Long Beach
7748031 67838.75 67.17 9.750 6.990 6 Month Libor 12/1/99 Long Beach
7748155 148307.49 84.75 9.750 5.990 6 Month Libor 12/1/99 Long Beach
7748163 57597.51 74.80 9.750 5.750 6 Month Libor 12/1/99 Long Beach
7748262 46590.44 81.74 9.750 5.990 6 Month Libor 12/1/99 Long Beach
7748379 161074.68 84.78 9.750 6.990 6 Month Libor 12/1/99 Long Beach
7748403 84798.48 67.30 9.750 7.250 6 Month Libor 12/1/99 Long Beach
7748429 27904.09 37.21 9.750 7.250 6 Month Libor 12/1/99 Long Beach
7748510 107694.04 84.80 9.750 7.250 6 Month Libor 6/1/98 Long Beach
7748718 478612.51 79.77 9.750 7.500 6 Month Libor 12/1/99 Long Beach
7748817 64646.38 79.81 9.750 6.750 6 Month Libor 12/1/99 Long Beach
7748825 118211.29 84.44 9.750 6.250 6 Month Libor 12/1/99 Long Beach
7748874 99363.84 79.81 9.750 7.250 6 Month Libor 12/1/99 Long Beach
7748973 63848.26 57.01 9.750 7.250 6 Month Libor 12/1/99 Long Beach
7749161 98266.44 78.61 9.750 7.400 6 Month Libor 12/1/99 Long Beach
7749559 94275.84 77.91 9.750 6.990 6 Month Libor 12/1/99 Long Beach
7749567 488838.22 84.28 9.750 6.990 6 Month Libor 12/1/99 Long Beach
7749765 84598.96 79.81 9.750 6.500 6 Month Libor 12/1/99 Long Beach
7750193 70332.87 84.74 9.750 6.250 6 Month Libor 12/1/99 Long Beach
7750565 83800.84 64.46 9.750 7.250 6 Month Libor 12/1/99 Long Beach
7750607 80558.53 84.80 9.750 7.250 6 Month Libor 6/1/98 Long Beach
7751043 68836.39 65.56 9.750 6.990 6 Month Libor 12/1/99 Long Beach
7887573 19753.07 44.89 9.750 5.250 6 Month Libor 12/1/99 Long Beach
7888035 145903.27 74.82 9.750 6.990 6 Month Libor 12/1/99 Long Beach
7888316 80807.94 77.70 9.750 5.500 6 Month Libor 12/1/99 Long Beach
7888456 137273.74 79.81 9.750 6.990 6 Month Libor 12/1/99 Long Beach
7888514 279336.11 78.25 9.750 6.500 6 Month Libor 12/1/99 Long Beach
7888761 56864.85 71.08 9.750 6.990 6 Month Libor 12/1/99 Long Beach
7888795 116075.68 77.38 9.750 6.250 6 Month Libor 12/1/99 Long Beach
7888936 132485.04 79.81 9.750 6.250 6 Month Libor 12/1/99 Long Beach
7889017 28731.70 59.86 9.750 5.250 6 Month Libor 12/1/99 Long Beach
7889595 251402.51 89.79 9.750 5.990 6 Month Libor 12/1/99 Long Beach
7889959 99751.55 79.80 9.750 7.000 6 Month Libor 12/1/99 Long Beach
7891823 117819.99 81.09 9.750 6.500 6 Month Libor 12/1/99 Long Beach
7892086 67838.75 79.81 9.750 7.250 6 Month Libor 6/1/98 Long Beach
7893357 93378.08 79.13 9.750 7.500 6 Month Libor 12/1/99 Long Beach
8030082 98765.30 73.16 9.750 6.250 6 Month Libor 12/1/99 Accred
8030488 95041.71 74.84 9.750 6.000 6 Month Libor 12/15/99 Accred
7888126 87833.75 74.44 9.750 6.500 6 Month Libor 7/1/98 Long Beach
7888522 76134.06 84.59 9.750 6.500 6 Month Libor 1/1/00 Long Beach
7888829 44914.99 66.05 9.750 6.750 6 Month Libor 7/1/98 Long Beach
7889678 101208.46 74.42 9.750 6.250 6 Month Libor 1/1/00 Long Beach
7890817 106797.14 79.11 9.750 6.990 6 Month Libor 1/1/00 Long Beach
7891575 179659.97 89.83 9.750 6.990 6 Month Libor 1/1/00 Long Beach
7891625 125262.92 75.46 9.750 6.500 6 Month Libor 1/1/00 Long Beach
7891633 174669.42 38.82 9.750 6.990 6 Month Libor 1/1/00 Long Beach
7892193 51103.27 73.00 9.750 7.250 6 Month Libor 1/1/00 Long Beach
7892243 93323.38 84.08 9.750 6.740 6 Month Libor 1/1/00 Long Beach
7892326 103504.11 84.84 9.750 6.990 6 Month Libor 1/1/00 Long Beach
7892706 59059.95 79.81 9.750 6.500 6 Month Libor 1/1/00 Long Beach
7892946 220582.51 84.84 9.750 6.990 6 Month Libor 1/1/00 Long Beach
7893050 89329.38 74.75 9.750 7.250 6 Month Libor 1/1/00 Long Beach
7893068 67472.29 62.76 9.750 6.750 6 Month Libor 7/1/98 Long Beach
7893381 31660.09 73.63 9.750 6.000 6 Month Libor 7/1/98 Long Beach
7893431 187145.83 74.86 9.750 6.990 6 Month Libor 7/1/98 Long Beach
7893563 97315.81 74.86 9.750 6.500 6 Month Libor 1/1/00 Long Beach
7893779 63080.60 67.83 9.750 5.990 6 Month Libor 7/1/98 Long Beach
7894173 62880.99 89.83 9.750 6.990 6 Month Libor 1/1/00 Long Beach
7894207 112786.56 83.55 9.750 7.250 6 Month Libor 1/1/00 Long Beach
7894280 152626.11 81.18 9.750 6.250 6 Month Libor 7/1/98 Long Beach
7894447 94221.68 78.52 9.750 6.000 6 Month Libor 1/1/00 Long Beach
7894470 166085.67 82.22 9.750 6.250 6 Month Libor 1/1/00 Long Beach
7894710 179659.97 67.80 9.750 5.250 6 Month Libor 7/1/98 Long Beach
7894744 81595.57 74.86 9.750 6.750 6 Month Libor 1/1/00 Long Beach
7894751 109792.20 64.58 9.750 5.990 6 Month Libor 1/1/00 Long Beach
7894850 81552.74 74.14 9.750 6.500 6 Month Libor 1/1/00 Long Beach
7895006 111988.03 84.84 9.750 6.990 6 Month Libor 7/1/98 Long Beach
7896467 86475.50 76.53 9.750 5.400 6 Month Libor 1/1/00 Long Beach
7896830 111096.73 84.81 9.750 5.917 6 Month Libor 1/1/00 Long Beach
7896905 67372.48 49.91 9.750 5.990 6 Month Libor 1/1/00 Long Beach
7897390 84754.59 82.29 9.750 5.500 6 Month Libor 7/1/98 Long Beach
7897580 79848.89 46.97 9.750 6.250 6 Month Libor 1/1/00 Long Beach
7897663 58389.47 89.83 9.750 5.990 6 Month Libor 1/1/00 Long Beach
7897796 74051.89 50.72 9.750 5.600 6 Month Libor 1/1/00 Long Beach
7898646 137481.20 78.56 9.750 6.990 6 Month Libor 1/1/00 Long Beach
7898778 60648.44 84.82 9.750 6.250 6 Month Libor 1/1/00 Long Beach
7898828 118176.33 76.05 9.750 6.750 6 Month Libor 7/1/98 Long Beach
7898885 158649.73 84.84 9.750 5.500 6 Month Libor 1/1/00 Long Beach
7899073 82643.59 89.83 9.750 6.990 6 Month Libor 1/1/00 Long Beach
7899305 178661.74 75.70 9.750 7.500 6 Month Libor 7/1/98 Long Beach
7899354 94820.53 61.17 9.750 6.500 6 Month Libor 1/1/00 Long Beach
7899404 246034.34 84.84 9.750 5.250 6 Month Libor 1/1/00 Long Beach
7899511 132773.71 80.47 9.750 6.990 6 Month Libor 1/1/00 Long Beach
7745540 92387.53 84.76 9.790 5.650 6 Month Libor 11/1/99 Long Beach
8025371 49760.55 27.34 9.800 6.750 6 Month Libor 7/1/99 Accred
7663677 105648.97 61.07 9.800 6.900 6 Month Libor 10/1/99 Long Beach
7665607 84718.55 84.72 9.800 6.990 6 Month Libor 10/1/99 Long Beach
7666373 119601.36 77.16 9.800 6.900 6 Month Libor 10/1/99 Long Beach
7663701 65784.70 62.65 9.800 7.400 6 Month Libor 11/1/99 Long Beach
7740376 79574.40 84.65 9.800 6.900 6 Month Libor 11/1/99 Long Beach
7747405 100912.70 84.80 9.800 5.750 6 Month Libor 12/1/99 Long Beach
7887912 31076.80 48.94 9.800 6.500 6 Month Libor 1/1/00 Long Beach
7890874 63880.38 76.96 9.800 6.950 6 Month Libor 1/1/00 Long Beach
7898158 62882.24 89.83 9.800 6.990 6 Month Libor 1/1/00 Long Beach
7744428 64847.33 64.85 9.825 6.500 6 Month Libor 12/1/99 Long Beach
7888613 114786.83 64.13 9.840 6.740 6 Month Libor 1/1/00 Long Beach
7893407 57268.64 68.18 9.840 4.750 6 Month Libor 7/1/98 Long Beach
7668973 195379.92 72.36 9.850 7.390 6 Month Libor 11/1/99 Long Beach
7743487 33904.92 51.37 9.850 6.990 6 Month Libor 5/1/98 Long Beach
7746399 72082.28 84.80 9.850 6.990 6 Month Libor 12/1/99 Long Beach
7747850 83106.62 84.80 9.850 6.900 6 Month Libor 12/1/99 Long Beach
7750144 98371.07 84.80 9.850 6.990 6 Month Libor 12/1/99 Long Beach
7893845 130657.89 84.84 9.850 6.500 6 Month Libor 7/1/98 Long Beach
7894462 86539.65 84.84 9.850 6.990 6 Month Libor 1/1/00 Long Beach
7895576 101798.64 84.83 9.850 6.990 6 Month Libor 1/1/00 Long Beach
7898679 89084.91 84.84 9.850 6.990 6 Month Libor 1/1/00 Long Beach
7894967 49408.73 74.86 9.865 6.250 6 Month Libor 7/1/98 Long Beach
8025199 93059.11 84.60 9.875 6.250 6 Month Libor 6/15/99 Accred
8025496 49938.04 84.64 9.875 6.250 6 Month Libor 7/15/99 Accred
8026056 74633.35 69.75 10.875 6.700 6 Month Libor 2/15/98 Accred
7740673 61380.77 79.72 10.875 6.950 6 Month Libor 3/1/98 Long Beach
8026452 67745.58 79.70 9.875 5.750 6 Month Libor 9/1/99 Accred
8026791 229190.60 77.69 11.125 5.500 6 Month Libor 3/1/98 Accred
8026981 63990.71 76.18 9.875 5.750 6 Month Libor 9/15/99 Accred
8027054 39869.61 18.99 9.875 6.500 6 Month Libor 9/15/99 Accred
8027237 111634.96 79.74 9.875 5.750 6 Month Libor 9/15/99 Accred
8027401 84658.02 65.63 9.875 6.500 6 Month Libor 9/15/99 Accred
7666019 87713.11 79.74 9.875 7.250 6 Month Libor 10/1/99 Long Beach
8027617 39684.25 69.62 9.875 6.500 6 Month Libor 10/1/99 Accred
8028276 97727.25 79.45 9.875 6.500 6 Month Libor 4/15/98 Accred
8028532 174926.91 76.72 9.875 6.000 6 Month Libor 10/15/99 Accred
7663487 49860.89 56.66 9.875 7.500 6 Month Libor 11/1/99 Long Beach
7666365 187277.42 79.02 9.875 6.990 6 Month Libor 11/1/99 Long Beach
7667215 285652.94 82.80 9.875 6.875 6 Month Libor 11/1/99 Long Beach
7670425 54248.63 79.78 9.875 5.500 6 Month Libor 11/1/99 Long Beach
7670813 224496.28 84.72 9.875 5.990 6 Month Libor 11/1/99 Long Beach
7745847 75015.65 81.98 9.875 6.000 6 Month Libor 11/1/99 Long Beach
8028672 61702.77 74.34 9.875 6.250 6 Month Libor 11/1/99 Accred
8028870 69181.94 72.82 9.875 6.250 6 Month Libor 11/1/99 Accred
8029001 163169.68 84.76 9.875 6.000 6 Month Libor 5/1/98 Accred
8029233 85037.67 86.77 9.875 5.500 6 Month Libor 11/1/99 Accred
8030298 315020.98 89.75 9.875 7.125 6 Month Libor 11/1/99 Accred
8030389 153372.04 89.74 9.875 6.250 6 Month Libor 11/1/99 Accred
8030439 166136.42 69.81 9.875 6.500 6 Month Libor 11/1/99 Accred
8029472 51627.91 74.82 9.875 6.250 6 Month Libor 11/15/99 Accred
8029753 90690.07 88.91 9.875 6.250 6 Month Libor 11/15/99 Accred
7745391 89023.73 84.78 9.875 6.990 6 Month Libor 12/1/99 Long Beach
7746308 48687.32 79.82 9.875 6.990 6 Month Libor 12/1/99 Long Beach
7887714 49450.51 77.87 9.875 5.000 6 Month Libor 12/1/99 Long Beach
7896483 169607.43 84.80 9.875 5.750 6 Month Libor 12/1/99 Long Beach
8030165 246877.58 72.61 9.875 5.750 6 Month Libor 12/1/99 Accred
8030413 191556.61 76.62 9.875 5.875 6 Month Libor 12/1/99 Accred
8036808 43713.78 84.06 9.875 7.250 6 Month Libor 12/1/99 Long Beach
7889652 71867.63 79.85 9.875 7.500 6 Month Libor 1/1/00 Long Beach
8030025 144166.81 84.80 9.888 6.889 6 Month Libor 12/1/99 Accred
7741580 80244.27 89.66 10.890 6.990 6 Month Libor 4/1/98 Long Beach
7668569 85262.85 82.78 9.890 5.750 6 Month Libor 11/1/99 Long Beach
7668684 53401.48 80.30 9.890 5.750 6 Month Libor 11/1/99 Long Beach
7670599 32808.74 24.67 9.890 6.250 6 Month Libor 11/1/99 Long Beach
7672694 79778.10 79.78 9.890 7.250 6 Month Libor 11/1/99 Long Beach
7668452 39852.13 73.80 9.900 6.750 6 Month Libor 10/1/99 Long Beach
7741077 213076.18 74.76 10.900 5.990 6 Month Libor 4/1/98 Long Beach
7665128 44866.79 33.23 9.900 6.990 6 Month Libor 11/1/99 Long Beach
7665961 122958.68 89.75 9.900 6.950 6 Month Libor 11/1/99 Long Beach
7670102 64040.73 83.17 9.900 6.500 6 Month Libor 11/1/99 Long Beach
7670821 81374.11 84.76 9.900 6.000 6 Month Libor 11/1/99 Long Beach
7671894 67811.77 82.70 9.900 6.990 6 Month Libor 11/1/99 Long Beach
7672108 139861.79 84.76 9.900 5.250 6 Month Libor 11/1/99 Long Beach
7741366 33962.58 75.47 9.900 6.750 6 Month Libor 11/1/99 Long Beach
8028573 122061.15 84.76 9.900 6.000 6 Month Libor 11/1/99 Accred
7748601 82609.79 75.10 9.900 6.990 6 Month Libor 12/1/99 Long Beach
7750854 94282.93 69.84 9.900 6.500 6 Month Libor 12/1/99 Long Beach
7889223 94282.93 74.83 9.900 6.750 6 Month Libor 12/1/99 Long Beach
7899446 385213.07 89.79 9.900 6.990 6 Month Libor 12/1/99 Long Beach
7887649 189652.29 68.96 9.900 6.500 6 Month Libor 7/1/98 Long Beach
7896574 199163.84 84.75 9.900 5.990 6 Month Libor 1/1/00 Long Beach
7901481 103809.66 64.88 9.900 7.500 6 Month Libor 1/1/00 Provident
7887599 92701.56 83.51 9.950 5.800 6 Month Libor 10/1/99 Long Beach
7670326 42383.59 84.77 9.950 6.990 6 Month Libor 5/1/98 Long Beach
7743263 89753.50 74.79 9.950 7.300 6 Month Libor 11/1/99 Long Beach
7747009 58367.03 74.83 9.950 6.990 6 Month Libor 12/1/99 Long Beach
7891542 81713.83 89.80 9.950 6.990 6 Month Libor 12/1/99 Long Beach
7890783 55098.16 79.85 9.950 6.600 6 Month Libor 1/1/00 Long Beach
7893811 103013.13 79.86 9.950 6.000 6 Month Libor 7/1/98 Long Beach
7899149 143290.07 86.84 9.950 6.990 6 Month Libor 1/1/00 Long Beach
8030546 79056.55 79.06 9.950 6.500 6 Month Libor 12/15/99 Accred
8029431 132000.82 69.84 9.975 7.000 6 Month Libor 11/15/99 Accred
7890312 114180.72 83.96 9.990 7.250 6 Month Libor 12/1/99 Long Beach
7894298 35647.88 79.22 9.990 6.990 6 Month Libor 1/1/00 Long Beach
8024986 109279.01 79.48 9.990 6.250 6 Month Libor 2/14/99 Accred
8025249 246360.73 89.59 9.990 6.250 6 Month Libor 7/1/99 Accred
8025710 84649.31 80.62 9.990 5.750 6 Month Libor 7/15/99 Accred
7740129 303243.98 69.71 9.990 6.500 6 Month Libor 8/1/99 Long Beach
8026072 91620.69 79.67 9.990 6.000 6 Month Libor 8/15/99 Accred
8026437 105812.16 86.73 9.990 6.500 6 Month Libor 8/15/99 Accred
7663313 68150.26 89.67 9.990 5.750 6 Month Libor 9/1/99 Long Beach
7740194 124035.25 72.96 10.990 7.250 6 Month Libor 3/1/98 Long Beach
7663040 51834.55 76.23 9.990 4.500 6 Month Libor 10/1/99 Long Beach
7663172 126496.22 71.87 9.990 6.500 6 Month Libor 10/1/99 Long Beach
7663842 46853.68 72.08 10.990 6.990 6 Month Libor 4/1/98 Long Beach
7664113 70275.66 74.76 9.990 6.500 6 Month Libor 10/1/99 Long Beach
7664360 41866.35 69.78 9.990 5.990 6 Month Libor 10/1/99 Long Beach
7664592 338458.47 79.64 9.990 6.500 6 Month Libor 10/1/99 Long Beach
7664899 112441.05 74.96 9.990 7.250 6 Month Libor 10/1/99 Long Beach
7664980 86115.14 89.70 9.990 5.500 6 Month Libor 10/1/99 Long Beach
7665110 95994.00 87.27 9.990 6.500 6 Month Libor 10/1/99 Long Beach
7665284 52629.00 79.74 9.990 7.250 6 Month Libor 10/1/99 Long Beach
7665342 88531.29 84.32 9.990 6.000 6 Month Libor 10/1/99 Long Beach
7665409 79745.42 68.75 9.990 6.990 6 Month Libor 10/1/99 Long Beach
7665508 71950.23 84.65 9.990 6.990 6 Month Libor 10/1/99 Long Beach
7665615 59613.01 74.52 10.990 6.500 6 Month Libor 4/1/98 Long Beach
7665623 23823.03 61.08 10.990 6.990 6 Month Libor 4/1/98 Long Beach
7665797 47847.25 79.75 9.990 5.990 6 Month Libor 10/1/99 Long Beach
7665987 122110.20 81.41 9.990 6.000 6 Month Libor 10/1/99 Long Beach
7666035 92504.73 79.75 9.990 5.500 6 Month Libor 10/1/99 Long Beach
7666100 118621.37 81.81 9.990 7.250 6 Month Libor 10/1/99 Long Beach
7666738 234700.84 84.73 9.990 5.750 6 Month Libor 10/1/99 Long Beach
7667041 309262.85 77.32 9.990 5.500 6 Month Libor 10/1/99 Long Beach
7667306 90120.35 79.75 10.990 6.990 6 Month Libor 4/1/98 Long Beach
7667777 128489.84 79.31 9.990 5.500 6 Month Libor 10/1/99 Long Beach
7668692 209350.42 69.78 10.990 5.750 6 Month Libor 4/1/98 Long Beach
7668940 33496.04 79.75 10.990 7.250 6 Month Libor 4/1/98 Long Beach
7668957 148339.73 79.75 10.990 6.500 6 Month Libor 4/1/98 Long Beach
7740665 88268.17 69.78 9.990 6.500 6 Month Libor 4/1/98 Long Beach
7741200 207599.53 84.73 10.625 5.000 6 Month Libor 4/1/98 Long Beach
7741309 120527.77 75.33 9.990 6.990 6 Month Libor 10/1/99 Long Beach
7741952 175854.37 76.46 10.990 6.990 6 Month Libor 4/1/98 Long Beach
8027757 149522.73 62.30 9.990 6.500 6 Month Libor 10/1/99 Accred
8027773 49840.88 31.15 9.990 7.000 6 Month Libor 10/1/99 Accred
8027781 71770.90 56.07 9.990 6.250 6 Month Libor 10/1/99 Accred
8027807 90710.44 57.05 9.990 6.500 6 Month Libor 10/1/99 Accred
8027823 121113.35 88.40 9.990 6.500 6 Month Libor 10/1/99 Accred
8028649 183979.43 89.75 9.990 6.750 6 Month Libor 10/15/99 Accred
7663248 106809.11 89.76 9.990 6.990 6 Month Libor 11/1/99 Long Beach
7664170 133237.14 79.78 9.990 6.250 6 Month Libor 11/1/99 Long Beach
7664428 47570.45 89.76 9.990 6.990 6 Month Libor 5/1/98 Long Beach
7664535 223391.60 79.78 9.990 7.250 6 Month Libor 11/1/99 Long Beach
7664790 49991.26 84.73 9.990 6.990 6 Month Libor 11/1/99 Long Beach
7664824 132838.24 79.07 9.990 5.500 6 Month Libor 11/1/99 Long Beach
7664881 100027.62 79.39 9.990 6.500 6 Month Libor 11/1/99 Long Beach
7664931 119674.09 36.26 9.990 6.990 6 Month Libor 5/1/98 Long Beach
7665086 123413.91 74.80 9.990 6.990 6 Month Libor 11/1/99 Long Beach
7665102 115934.25 74.80 9.990 5.990 6 Month Libor 11/1/99 Long Beach
7665227 149202.33 89.34 9.990 6.500 6 Month Libor 11/1/99 Long Beach
7665292 31913.06 79.78 9.990 6.990 6 Month Libor 5/1/98 Long Beach
7665326 68061.38 73.58 9.990 6.250 6 Month Libor 11/1/99 Long Beach
7665557 142263.42 81.29 9.990 6.990 6 Month Libor 11/1/99 Long Beach
7665813 336583.37 89.76 9.990 6.990 6 Month Libor 11/1/99 Long Beach
7665904 152584.49 84.77 9.990 6.990 6 Month Libor 11/1/99 Long Beach
7666605 149592.62 33.62 9.990 6.500 6 Month Libor 5/1/98 Long Beach
7667033 254051.15 84.68 9.990 6.500 6 Month Libor 11/1/99 Long Beach
7667181 214465.94 84.77 9.990 6.500 6 Month Libor 11/1/99 Long Beach
7667272 65022.96 73.47 9.990 6.990 6 Month Libor 5/1/98 Long Beach
7667892 35902.22 52.80 9.990 6.990 6 Month Libor 11/1/99 Long Beach
7668023 104515.36 79.78 9.990 6.990 6 Month Libor 5/1/98 Long Beach
7668106 89356.67 79.78 9.990 5.990 6 Month Libor 11/1/99 Long Beach
7668189 49465.29 78.52 9.990 5.990 6 Month Libor 11/1/99 Long Beach
7668197 125458.30 80.94 9.990 6.500 6 Month Libor 11/1/99 Long Beach
7668239 178810.45 64.55 9.990 6.990 6 Month Libor 11/1/99 Long Beach
7668296 116682.27 87.08 9.990 5.500 6 Month Libor 11/1/99 Long Beach
7668379 108454.61 72.30 9.990 5.990 6 Month Libor 11/1/99 Long Beach
7668510 168291.65 89.76 9.990 6.990 6 Month Libor 11/1/99 Long Beach
7668833 47071.77 79.78 9.990 5.500 6 Month Libor 11/1/99 Long Beach
7668916 85616.83 84.77 9.990 5.990 6 Month Libor 11/1/99 Long Beach
7669419 95789.11 76.63 9.990 6.500 6 Month Libor 11/1/99 Long Beach
7669716 40282.57 74.60 9.990 6.500 6 Month Libor 5/1/98 Long Beach
7669724 246827.80 74.80 9.990 6.000 6 Month Libor 11/1/99 Long Beach
7670052 195467.69 79.78 9.990 6.990 6 Month Libor 11/1/99 Long Beach
7670128 87262.35 69.81 9.990 5.500 6 Month Libor 11/1/99 Long Beach
7670219 57441.43 89.75 9.990 6.990 6 Month Libor 11/1/99 Long Beach
7670268 269266.68 71.80 9.990 6.000 6 Month Libor 11/1/99 Long Beach
7670706 383156.56 83.29 9.990 6.990 6 Month Libor 11/1/99 Long Beach
7671043 241243.00 81.78 10.990 6.990 6 Month Libor 5/1/98 Long Beach
7671100 103717.53 74.08 9.990 6.990 6 Month Libor 11/1/99 Long Beach
7671118 105951.12 84.76 9.990 5.990 6 Month Libor 11/1/99 Long Beach
7671183 125631.18 82.38 9.990 6.500 6 Month Libor 11/1/99 Long Beach
7671233 64623.99 79.78 9.990 6.250 6 Month Libor 11/1/99 Long Beach
7671316 165210.44 84.72 9.990 6.250 6 Month Libor 11/1/99 Long Beach
7671712 155576.30 79.78 9.990 6.500 6 Month Libor 5/1/98 Long Beach
7671761 117280.58 78.19 9.990 6.990 6 Month Libor 5/1/98 Long Beach
7671852 135671.73 86.97 9.990 6.990 6 Month Libor 11/1/99 Long Beach
7671878 117829.09 84.77 9.990 6.500 6 Month Libor 11/1/99 Long Beach
7672025 95789.11 84.77 9.990 5.750 6 Month Libor 11/1/99 Long Beach
7672140 226258.84 74.80 9.990 6.990 6 Month Libor 11/1/99 Long Beach
7672207 112194.44 74.80 9.990 6.000 6 Month Libor 11/1/99 Long Beach
7672272 99544.68 84.36 9.990 6.250 6 Month Libor 11/1/99 Long Beach
7672439 78835.29 82.12 9.990 5.500 6 Month Libor 11/1/99 Long Beach
7672512 68214.26 76.65 9.990 6.500 6 Month Libor 5/1/98 Long Beach
7672546 80530.71 84.77 9.990 6.500 6 Month Libor 11/1/99 Long Beach
7672561 115286.02 83.54 9.990 6.500 6 Month Libor 11/1/99 Long Beach
7672702 59837.04 79.78 9.990 7.250 6 Month Libor 11/1/99 Long Beach
7672777 108928.37 83.79 9.990 5.990 6 Month Libor 11/1/99 Long Beach
7673056 186990.71 74.80 9.990 6.250 6 Month Libor 11/1/99 Long Beach
7673213 116482.78 79.78 9.990 6.990 6 Month Libor 11/1/99 Long Beach
7673510 237752.52 79.52 9.990 6.990 6 Month Libor 11/1/99 Long Beach
7673536 107108.31 78.76 9.990 7.500 6 Month Libor 5/1/98 Long Beach
7673544 256854.48 79.03 9.990 6.990 6 Month Libor 11/1/99 Long Beach
7741127 68812.58 64.52 9.990 6.500 6 Month Libor 5/1/98 Long Beach
7741168 179511.13 78.39 9.990 6.500 6 Month Libor 5/1/98 Long Beach
7742190 122107.38 81.40 9.990 6.500 6 Month Libor 12/1/99 Long Beach
7742711 212421.54 49.98 9.990 6.990 6 Month Libor 11/1/99 Long Beach
7742992 89381.60 74.80 9.990 5.990 6 Month Libor 11/1/99 Long Beach
7743016 75792.97 79.78 9.990 6.000 6 Month Libor 11/1/99 Long Beach
7744105 197083.85 84.77 9.990 6.500 6 Month Libor 11/1/99 Long Beach
7744220 67316.69 64.11 9.990 6.990 6 Month Libor 11/1/99 Long Beach
7744378 87752.28 79.77 9.990 6.500 6 Month Libor 11/1/99 Long Beach
7744451 53847.68 89.75 9.990 6.990 6 Month Libor 11/1/99 Long Beach
7744469 189833.02 89.76 9.990 7.250 6 Month Libor 11/1/99 Long Beach
7745367 148228.75 83.04 9.990 5.990 6 Month Libor 11/1/99 Long Beach
7745482 62230.55 79.78 9.990 6.500 6 Month Libor 11/1/99 Long Beach
7746001 84769.13 48.72 9.990 7.250 6 Month Libor 11/1/99 Long Beach
7746019 84769.13 49.28 9.990 7.250 6 Month Libor 11/1/99 Long Beach
7746027 84769.13 49.28 9.990 7.250 6 Month Libor 11/1/99 Long Beach
7746159 54975.23 84.58 9.990 6.500 6 Month Libor 11/1/99 Long Beach
7888365 140417.61 78.01 9.990 6.500 6 Month Libor 5/1/98 Long Beach
8028896 179511.13 89.76 9.990 6.750 6 Month Libor 11/1/99 Accred
8029712 191388.06 79.75 9.990 6.500 6 Month Libor 11/1/99 Accred
8029332 96977.28 89.79 9.990 6.500 6 Month Libor 11/15/99 Accred
8029449 67845.19 84.81 9.990 6.625 6 Month Libor 11/15/99 Accred
7671688 311292.14 88.44 9.990 7.250 6 Month Libor 12/1/99 Long Beach
7740012 148664.19 79.50 9.990 6.250 6 Month Libor 12/1/99 Long Beach
7740046 68694.83 84.81 9.990 5.500 6 Month Libor 12/1/99 Long Beach
7740905 55873.75 69.84 9.990 6.500 6 Month Libor 6/1/98 Long Beach
7741879 99694.80 77.28 9.990 7.250 6 Month Libor 12/1/99 Long Beach
7742539 66998.67 84.81 9.990 5.500 6 Month Libor 12/1/99 Long Beach
7742752 296829.47 69.84 9.990 6.900 6 Month Libor 12/1/99 Long Beach
7742760 187077.41 74.83 9.990 5.990 6 Month Libor 12/1/99 Long Beach
7742828 107706.70 84.81 9.990 5.990 6 Month Libor 12/1/99 Long Beach
7743024 98377.75 82.67 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7743404 143675.44 79.82 9.990 5.500 6 Month Libor 12/1/99 Long Beach
7743735 159639.39 79.82 9.990 6.500 6 Month Libor 6/1/98 Long Beach
7743990 51828.99 84.97 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7744246 231477.11 84.17 9.990 6.950 6 Month Libor 12/1/99 Long Beach
7744360 58667.45 76.69 9.990 7.250 6 Month Libor 12/1/99 Long Beach
7744626 71765.38 79.74 9.990 6.650 6 Month Libor 12/1/99 Long Beach
7745037 48889.55 69.84 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7745284 75828.42 79.82 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7745334 89048.86 84.81 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7745375 41905.33 76.19 9.990 6.250 6 Month Libor 12/1/99 Long Beach
7745466 80474.75 84.71 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7745755 102959.90 79.81 9.990 7.250 6 Month Libor 12/1/99 Long Beach
7745920 104763.38 69.84 9.990 6.750 6 Month Libor 6/1/98 Long Beach
7746076 152405.73 64.85 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7746142 124838.01 84.81 9.990 6.500 6 Month Libor 12/1/99 Long Beach
7746217 45397.45 87.30 9.990 6.750 6 Month Libor 6/1/98 Long Beach
7746316 50785.26 82.58 9.990 5.990 6 Month Libor 12/1/99 Long Beach
7746332 245358.73 46.29 9.990 6.990 6 Month Libor 6/1/98 Long Beach
7746738 33923.38 72.95 9.990 6.500 6 Month Libor 12/1/99 Long Beach
7746852 56850.96 61.79 9.990 7.250 6 Month Libor 12/1/99 Long Beach
7746944 255423.02 79.82 9.990 6.250 6 Month Libor 12/1/99 Long Beach
7747116 97280.26 72.06 9.990 8.000 6 Month Libor 12/1/99 Long Beach
7747470 154810.08 79.80 9.990 7.250 6 Month Libor 12/1/99 Long Beach
7747504 98028.54 74.83 9.990 5.990 6 Month Libor 6/1/98 Long Beach
7747520 119729.54 79.82 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7747827 126065.21 89.73 9.990 6.250 6 Month Libor 12/1/99 Long Beach
7747884 170814.13 79.45 9.990 6.875 6 Month Libor 12/1/99 Long Beach
7747892 167621.34 79.82 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7747991 197553.73 89.80 9.990 8.000 6 Month Libor 6/1/98 Long Beach
7748148 120374.58 84.77 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7748197 143637.14 79.80 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7748288 124201.42 84.78 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7748387 121974.46 72.60 9.990 5.990 6 Month Libor 12/1/99 Long Beach
7748734 148414.72 84.81 9.990 6.250 6 Month Libor 12/1/99 Long Beach
7748833 129307.87 89.80 9.990 7.250 6 Month Libor 12/1/99 Long Beach
7748924 49886.11 41.57 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7748932 101770.10 79.82 9.990 6.250 6 Month Libor 12/1/99 Long Beach
7749120 156895.59 84.81 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7749146 124668.39 84.81 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7749187 111427.84 74.78 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7749252 598647.67 66.52 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7749393 110250.94 84.81 9.990 6.500 6 Month Libor 12/1/99 Long Beach
7749443 419053.37 79.82 9.990 7.600 6 Month Libor 12/1/99 Long Beach
7749641 77225.55 89.80 9.990 7.250 6 Month Libor 12/1/99 Long Beach
7749732 98537.40 79.47 9.990 7.250 6 Month Libor 12/1/99 Long Beach
7749880 89398.07 79.82 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7749948 93289.25 77.74 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7750151 108654.56 89.80 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7750268 134695.76 89.80 9.990 6.750 6 Month Libor 6/1/98 Long Beach
7750276 82178.16 79.78 9.990 6.500 6 Month Libor 6/1/98 Long Beach
7750300 82214.29 79.82 9.990 6.250 6 Month Libor 12/1/99 Long Beach
7750375 558737.86 68.14 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7750441 77175.67 84.81 9.990 6.500 6 Month Libor 6/1/98 Long Beach
7750870 116611.57 84.81 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7751035 112545.74 79.82 9.990 6.500 6 Month Libor 6/1/98 Long Beach
7887938 124608.15 84.77 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7888597 74232.34 78.14 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7888803 418824.96 80.54 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7889520 34921.13 64.08 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7889876 119649.71 79.77 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7889942 102767.84 89.36 9.990 6.400 6 Month Libor 12/1/99 Long Beach
7890122 58431.15 84.68 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7891138 103265.66 76.49 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7891468 77315.05 60.40 9.990 6.990 6 Month Libor 12/1/99 Long Beach
7892904 127748.71 84.77 9.990 6.490 6 Month Libor 12/1/99 Long Beach
7893944 101765.01 84.80 9.990 6.500 6 Month Libor 6/1/98 Long Beach
7894678 82612.57 89.80 9.990 8.000 6 Month Libor 6/1/98 Long Beach
7887565 124361.17 84.03 9.990 5.900 6 Month Libor 1/1/00 Long Beach
7887631 145937.49 84.85 9.990 6.500 6 Month Libor 1/1/00 Long Beach
7888225 499102.22 74.49 9.990 6.500 6 Month Libor 1/1/00 Long Beach
7888548 79057.80 89.84 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7888670 78566.46 74.83 9.990 6.500 6 Month Libor 1/1/00 Long Beach
7888985 106059.24 84.85 9.990 6.250 6 Month Libor 1/1/00 Long Beach
7889066 98725.57 74.79 9.990 6.500 6 Month Libor 1/1/00 Long Beach
7889140 39777.67 61.20 9.990 6.500 6 Month Libor 1/1/00 Long Beach
7889439 134667.80 89.78 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7889579 223597.77 79.86 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7889702 96576.26 74.87 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7889843 60690.85 77.81 9.990 5.000 6 Month Libor 1/1/00 Long Beach
7890049 164200.73 68.42 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7890288 55065.97 84.72 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7890320 118734.99 69.84 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7890684 237572.62 84.70 9.990 4.000 6 Month Libor 1/1/00 Long Beach
7890965 74576.33 84.75 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7890981 48911.30 67.93 9.990 5.990 6 Month Libor 1/1/00 Long Beach
7891146 95525.83 79.82 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7891351 97474.66 89.84 9.990 6.500 6 Month Libor 7/1/98 Long Beach
7891377 33938.96 73.78 9.990 5.990 6 Month Libor 1/1/00 Long Beach
7891617 65881.49 73.20 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7891708 161210.03 74.98 9.990 5.990 6 Month Libor 1/1/00 Long Beach
7892060 106059.24 84.85 9.990 6.500 6 Month Libor 1/1/00 Long Beach
7892185 124276.43 74.87 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7892847 86694.06 89.84 9.990 6.500 6 Month Libor 1/1/00 Long Beach
7892995 95453.31 74.57 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7893019 131014.34 74.87 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7893043 63086.51 79.86 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7893241 50908.46 84.85 9.990 6.500 6 Month Libor 1/1/00 Long Beach
7893282 72120.27 84.85 9.990 5.500 6 Month Libor 1/1/00 Long Beach
7893290 143538.93 89.71 9.990 7.250 6 Month Libor 1/1/00 Long Beach
7893316 69874.32 47.21 9.990 6.500 6 Month Libor 1/1/00 Long Beach
7893480 48512.74 89.84 9.990 6.990 6 Month Libor 7/1/98 Long Beach
7893530 95827.63 79.86 9.990 6.500 6 Month Libor 1/1/00 Long Beach
7893787 194049.48 89.84 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7893852 130256.69 88.61 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7893886 120782.73 81.61 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7894108 44919.22 74.87 9.990 6.250 6 Month Libor 1/1/00 Long Beach
7894371 215511.32 87.96 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7894504 93961.73 78.96 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7894512 123028.68 84.85 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7894835 71831.89 79.81 9.990 5.990 6 Month Libor 1/1/00 Long Beach
7894868 213815.37 83.52 9.990 6.500 6 Month Libor 1/1/00 Long Beach
7894900 109453.10 83.55 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7894926 119784.53 74.87 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7894934 94330.30 89.84 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7894983 76363.12 84.85 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7895154 70423.31 84.85 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7895394 99797.35 73.92 9.990 6.990 6 Month Libor 7/1/98 Long Beach
7895436 56148.98 74.87 9.990 5.000 6 Month Libor 1/1/00 Long Beach
7895519 99021.86 79.86 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7895634 149729.15 80.07 9.990 5.000 6 Month Libor 1/1/00 Long Beach
7895659 195648.08 79.86 9.990 6.250 6 Month Libor 7/1/98 Long Beach
7895709 37532.48 76.60 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7896046 115707.44 79.80 9.990 6.990 6 Month Libor 7/1/98 Long Beach
7896251 18644.53 33.90 9.990 4.990 6 Month Libor 7/1/98 Long Beach
7896343 121656.17 72.41 9.990 5.990 6 Month Libor 1/1/00 Long Beach
7896368 31443.45 69.87 9.990 5.990 6 Month Libor 1/1/00 Long Beach
7896863 43841.15 79.71 9.990 5.990 6 Month Libor 1/1/00 Long Beach
7896921 69578.86 74.82 9.990 6.400 6 Month Libor 7/1/98 Long Beach
7896988 91834.79 79.86 9.990 5.990 6 Month Libor 1/1/00 Long Beach
7897077 61090.12 89.84 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7897085 93332.10 84.85 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7897143 77211.12 84.85 9.990 6.500 6 Month Libor 1/1/00 Long Beach
7897275 101816.87 84.85 9.990 5.990 6 Month Libor 1/1/00 Long Beach
7897820 423238.69 79.86 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7897861 58394.95 64.88 9.990 5.990 6 Month Libor 1/1/00 Long Beach
7897895 99720.61 89.84 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7897960 337692.54 78.90 9.990 6.500 6 Month Libor 1/1/00 Long Beach
7898083 51906.64 79.86 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7898174 81571.77 77.32 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7898281 199640.87 79.86 9.990 6.400 6 Month Libor 7/1/98 Long Beach
7898331 144240.55 84.85 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7898380 47514.54 69.87 9.990 5.990 6 Month Libor 1/1/00 Long Beach
7898398 30545.06 59.89 9.990 5.990 6 Month Libor 1/1/00 Long Beach
7898422 71870.72 59.89 9.990 5.990 6 Month Libor 1/1/00 Long Beach
7898430 98389.71 74.54 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7898448 51706.99 69.87 9.990 5.990 6 Month Libor 1/1/00 Long Beach
7898489 28947.94 79.31 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7898521 52405.72 49.91 9.990 5.990 6 Month Libor 1/1/00 Long Beach
7898570 195148.96 84.85 9.990 5.990 6 Month Libor 1/1/00 Long Beach
7899107 63827.80 79.78 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7899131 125773.75 74.87 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7899172 104810.99 69.87 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7899206 48912.01 69.87 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7899271 48612.55 77.16 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7899370 124575.18 79.86 9.990 6.500 6 Month Libor 1/1/00 Long Beach
7899479 219604.98 79.86 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7899487 29197.50 74.87 9.990 6.990 6 Month Libor 1/1/00 Long Beach
7899495 89089.76 84.85 9.990 6.990 6 Month Libor 1/1/00 Long Beach
8025017 69405.64 44.78 9.950 7.200 6 Month Libor 3/1/99 Accred
7889553 224596.76 74.87 9.999 6.990 6 Month Libor 1/1/00 Long Beach
8025082 109892.87 79.63 10.000 6.250 6 Month Libor 6/15/99 Accred
8025934 58956.32 79.67 10.000 6.000 6 Month Libor 7/15/99 Accred
8025892 58972.65 74.65 10.000 6.250 6 Month Libor 8/1/99 Accred
8026031 38822.81 78.75 10.000 6.000 6 Month Libor 8/15/99 Accred
8026130 127462.64 79.66 10.000 6.500 6 Month Libor 8/15/99 Accred
7664493 67752.28 84.69 10.000 6.750 6 Month Libor 9/1/99 Long Beach
8026809 74716.79 78.65 10.000 5.500 6 Month Libor 9/1/99 Accred
8026817 28806.54 52.38 10.000 6.500 6 Month Libor 9/1/99 Accred
8027161 29760.87 53.62 10.000 6.500 6 Month Libor 9/1/99 Accred
8027120 74163.56 79.75 10.000 6.250 6 Month Libor 9/15/99 Accred
8027138 147953.69 73.98 10.000 6.500 6 Month Libor 9/15/99 Accred
8027419 63497.64 74.70 10.000 6.250 6 Month Libor 9/15/99 Accred
7663537 28409.83 47.35 10.125 4.500 6 Month Libor 4/1/98 Long Beach
7663719 76172.35 84.64 10.000 5.500 6 Month Libor 10/1/99 Long Beach
7665011 146184.34 89.68 10.000 6.990 6 Month Libor 10/1/99 Long Beach
7667637 181407.65 79.56 10.000 5.990 6 Month Libor 10/1/99 Long Beach
7740111 81416.47 79.82 10.000 6.000 6 Month Libor 10/1/99 Long Beach
8028284 76492.11 64.82 10.000 6.750 6 Month Libor 10/15/99 Accred
7666696 44043.14 83.89 10.000 6.500 6 Month Libor 5/1/98 Long Beach
7667116 84769.60 57.28 10.000 6.500 6 Month Libor 11/1/99 Long Beach
7670367 71007.04 79.78 10.000 6.000 6 Month Libor 11/1/99 Long Beach
7670516 46623.33 84.77 10.000 7.000 6 Month Libor 11/1/99 Long Beach
7670730 53255.28 78.32 10.000 6.990 6 Month Libor 5/1/98 Long Beach
7671951 68613.53 79.78 10.000 7.250 6 Month Libor 11/1/99 Long Beach
7672900 80531.15 78.95 10.000 6.500 6 Month Libor 5/1/98 Long Beach
7740608 55946.19 84.77 10.000 5.500 6 Month Libor 11/1/99 Long Beach
7742596 93495.93 71.92 10.000 6.500 6 Month Libor 11/1/99 Long Beach
7744691 75195.65 62.66 10.000 5.600 6 Month Libor 11/1/99 Long Beach
7745862 103219.47 89.76 10.000 6.990 6 Month Libor 11/1/99 Long Beach
8028631 74796.71 72.90 10.000 6.500 6 Month Libor 11/1/99 Accred
8028714 49465.54 79.78 10.000 6.250 6 Month Libor 11/1/99 Accred
8030504 177717.05 84.63 10.000 6.750 6 Month Libor 11/1/99 Accred
8029498 151757.89 89.80 10.000 6.500 6 Month Libor 11/15/99 Accred
8029522 71838.02 99.78 10.000 6.000 6 Month Libor 11/15/99 Accred
8029555 177799.17 89.80 10.000 6.000 6 Month Libor 11/15/99 Accred
8029613 132501.30 79.82 10.000 6.250 6 Month Libor 11/15/99 Accred
8029738 70801.97 79.55 10.000 6.500 6 Month Libor 11/15/99 Accred
7743362 164628.92 74.83 10.000 6.990 6 Month Libor 6/1/98 Long Beach
7744873 137390.27 88.64 10.000 6.990 6 Month Libor 12/1/99 Long Beach
7745227 235718.67 74.83 10.000 5.990 6 Month Libor 12/1/99 Long Beach
7745458 65103.23 74.83 10.000 6.750 6 Month Libor 6/1/98 Long Beach
7747330 39012.06 45.90 10.000 6.500 6 Month Libor 6/1/98 Long Beach
7747934 94265.52 89.78 10.000 6.990 6 Month Libor 12/1/99 Long Beach
7749773 65552.26 89.80 10.000 6.990 6 Month Libor 12/1/99 Long Beach
7750458 62334.49 84.81 10.000 6.990 6 Month Libor 12/1/99 Long Beach
7750680 132666.98 82.92 10.000 6.990 6 Month Libor 12/1/99 Long Beach
7750805 76327.96 81.20 10.000 7.000 6 Month Libor 12/1/99 Long Beach
7889538 135694.11 79.82 10.000 7.000 6 Month Libor 12/1/99 Long Beach
7889611 75480.15 84.81 10.000 6.500 6 Month Libor 12/1/99 Long Beach
7889793 182338.99 84.81 10.000 5.990 6 Month Libor 12/1/99 Long Beach
7892607 115339.48 83.88 10.000 7.150 6 Month Libor 12/1/99 Long Beach
8030140 111748.04 79.82 10.000 6.750 6 Month Libor 12/1/99 Accred
7887540 314292.74 79.67 10.000 6.500 6 Month Libor 1/1/00 Long Beach
7888696 235577.14 79.86 10.000 6.990 6 Month Libor 1/1/00 Long Beach
7888977 159713.29 77.91 10.000 7.000 6 Month Libor 7/1/98 Long Beach
7889454 134159.16 76.23 10.000 6.600 6 Month Libor 7/1/98 Long Beach
7890866 417750.13 89.84 10.000 6.990 6 Month Libor 1/1/00 Long Beach
7893969 182117.03 84.71 10.000 6.750 6 Month Libor 7/1/98 Long Beach
7895246 42823.12 54.90 10.000 6.990 6 Month Libor 1/1/00 Long Beach
7895774 36589.48 58.54 10.000 6.500 6 Month Libor 7/1/98 Long Beach
7896913 171691.83 79.86 10.000 6.990 6 Month Libor 1/1/00 Long Beach
7897721 50908.62 74.87 10.000 5.990 6 Month Libor 1/1/00 Long Beach
7740145 67192.84 74.66 10.050 7.150 6 Month Libor 8/1/99 Long Beach
8030660 126062.49 79.79 10.070 6.750 6 Month Libor 11/1/99 Accred
7892557 70255.93 79.84 10.100 5.900 6 Month Libor 1/1/00 Long Beach
7898760 223607.08 79.86 10.100 6.990 6 Month Libor 1/1/00 Long Beach
8025462 121352.49 88.58 10.100 7.000 6 Month Libor 7/1/99 Accred
8025702 103623.40 74.02 10.115 6.750 6 Month Libor 7/1/99 Accred
8025157 66501.07 89.26 10.125 6.500 6 Month Libor 7/1/99 Accred
8025421 149398.45 34.74 10.125 6.750 6 Month Libor 7/15/99 Accred
8025926 137342.09 78.04 10.125 6.000 6 Month Libor 8/1/99 Accred
8025363 56724.42 65.96 10.125 6.500 6 Month Libor 8/15/99 Accred
8026155 233169.42 89.68 10.125 6.500 6 Month Libor 8/15/99 Accred
8026205 88783.75 89.68 10.125 6.500 6 Month Libor 8/15/99 Accred
8026593 79192.86 83.36 10.125 6.500 6 Month Libor 9/1/99 Accred
8026932 71179.15 84.74 10.125 6.500 6 Month Libor 9/15/99 Accred
8027682 52835.89 61.44 10.125 6.500 6 Month Libor 10/1/99 Accred
8027856 84139.00 79.75 10.125 6.500 6 Month Libor 10/1/99 Accred
8027997 117306.22 69.00 11.625 6.500 6 Month Libor 4/15/98 Accred
8028482 87213.98 84.67 10.125 6.500 6 Month Libor 10/15/99 Accred
8028540 113699.09 74.80 10.125 6.000 6 Month Libor 10/15/99 Accred
7672801 463772.60 65.32 10.125 6.990 6 Month Libor 11/1/99 Long Beach
7673064 86022.36 74.80 10.125 6.500 6 Month Libor 11/1/99 Long Beach
8028797 89762.40 78.05 10.125 6.000 6 Month Libor 11/1/99 Accred
8028912 147359.96 66.98 10.125 7.250 6 Month Libor 11/1/99 Accred
8030454 76796.78 60.00 10.125 6.500 6 Month Libor 11/1/99 Accred
8029746 379167.68 79.82 10.125 7.625 6 Month Libor 11/15/99 Accred
7744287 63859.35 79.82 10.125 6.990 6 Month Libor 12/1/99 Long Beach
7894546 80609.10 84.85 10.125 7.250 6 Month Libor 1/1/00 Long Beach
7663503 127606.21 79.75 10.150 5.500 6 Month Libor 10/1/99 Long Beach
7667710 94059.73 83.24 10.150 5.500 6 Month Libor 10/1/99 Long Beach
7668031 85327.81 77.57 10.150 5.500 6 Month Libor 10/1/99 Long Beach
7665938 72060.28 82.83 10.150 6.550 6 Month Libor 11/1/99 Long Beach
7666779 58645.64 79.79 10.150 6.990 6 Month Libor 11/1/99 Long Beach
7667058 122078.63 78.66 10.150 6.250 6 Month Libor 11/1/99 Long Beach
7667959 22341.21 69.82 10.150 5.500 6 Month Libor 11/1/99 Long Beach
7669120 47433.03 69.75 10.150 6.500 6 Month Libor 11/1/99 Long Beach
7669666 219422.36 79.79 10.150 6.500 6 Month Libor 5/1/98 Long Beach
7669922 126666.55 83.33 10.150 6.000 6 Month Libor 11/1/99 Long Beach
7670276 49916.64 83.19 10.150 5.500 6 Month Libor 11/1/99 Long Beach
7672868 38997.36 84.78 10.150 6.500 6 Month Libor 11/1/99 Long Beach
7741655 127165.27 84.78 10.150 6.500 6 Month Libor 11/1/99 Long Beach
7744295 183267.56 69.82 10.150 6.990 6 Month Libor 11/1/99 Long Beach
7742430 24732.42 61.83 10.150 6.250 6 Month Libor 12/1/99 Long Beach
7742570 100362.46 79.65 10.150 6.990 6 Month Libor 12/1/99 Long Beach
7896053 72973.13 83.88 10.150 6.500 6 Month Libor 1/1/00 Long Beach
7665581 146318.10 89.77 10.190 7.950 6 Month Libor 5/1/98 Long Beach
8027476 108418.23 74.77 10.190 6.625 6 Month Libor 10/1/99 Accred
7670938 84777.65 84.78 10.200 6.990 6 Month Libor 11/1/99 Long Beach
7744113 254450.28 84.82 10.200 6.500 6 Month Libor 12/1/99 Long Beach
7745839 139199.28 89.81 10.200 7.300 6 Month Libor 12/1/99 Long Beach
7890155 187677.15 79.86 10.200 7.990 6 Month Libor 1/1/00 Long Beach
7671506 131353.40 84.74 10.230 6.990 6 Month Libor 5/1/98 Long Beach
7666837 171999.45 74.78 10.240 5.500 6 Month Libor 11/1/99 Long Beach
7672876 38899.54 64.83 10.240 7.000 6 Month Libor 11/1/99 Long Beach
7750789 65459.80 79.83 10.240 7.250 6 Month Libor 6/1/98 Long Beach
7890973 373113.64 64.89 10.240 6.990 6 Month Libor 7/1/98 Long Beach
8024937 123116.89 69.56 12.250 7.250 6 Month Libor 6/1/97 Accred
8024911 104557.26 84.32 10.250 5.575 6 Month Libor 12/15/98 Accred
8024960 94852.30 89.48 10.250 6.500 6 Month Libor 3/15/99 Accred
8025397 73179.60 69.69 10.250 6.750 6 Month Libor 7/1/99 Accred
8025652 75668.72 78.01 10.250 6.250 6 Month Libor 7/1/99 Accred
8025215 453222.84 69.73 10.250 7.000 6 Month Libor 8/1/99 Accred
8025728 62035.72 79.53 10.250 6.500 6 Month Libor 8/15/99 Accred
8026247 33882.42 56.47 10.250 7.000 6 Month Libor 8/15/99 Accred
7663073 220186.19 86.35 10.250 6.990 6 Month Libor 9/1/99 Long Beach
7740525 58198.14 79.72 10.250 5.250 6 Month Libor 9/1/99 Long Beach
8026635 347826.80 79.69 10.250 6.500 6 Month Libor 9/1/99 Accred
8026833 170005.25 89.48 10.250 6.750 6 Month Libor 9/1/99 Accred
8027450 84454.96 74.74 10.250 6.500 6 Month Libor 9/15/99 Accred
7663859 122873.02 84.74 10.250 6.990 6 Month Libor 10/1/99 Long Beach
7664758 93218.43 77.68 10.250 6.500 6 Month Libor 10/1/99 Long Beach
7664774 89582.59 74.65 11.250 6.500 6 Month Libor 4/1/98 Long Beach
7665763 131602.48 77.87 10.250 6.500 6 Month Libor 10/1/99 Long Beach
7666282 45366.77 64.81 11.250 6.990 6 Month Libor 4/1/98 Long Beach
7666456 128810.90 84.74 10.250 6.990 6 Month Libor 10/1/99 Long Beach
7668072 91722.94 79.07 10.250 7.500 6 Month Libor 10/1/99 Long Beach
7741069 45865.33 79.08 11.250 6.990 6 Month Libor 4/1/98 Long Beach
7741515 134593.40 74.77 10.250 7.250 6 Month Libor 10/1/99 Long Beach
8027732 186352.05 84.71 10.250 6.250 6 Month Libor 10/1/99 Accred
7663032 69022.14 76.69 10.250 6.500 6 Month Libor 11/1/99 Long Beach
7666233 339126.08 84.78 10.250 6.000 6 Month Libor 11/1/99 Long Beach
7666308 90766.11 64.83 10.250 6.500 6 Month Libor 11/1/99 Long Beach
7666415 106775.49 69.79 10.250 6.990 6 Month Libor 5/1/98 Long Beach
7666431 84775.68 76.37 10.250 7.250 6 Month Libor 11/1/99 Long Beach
7666662 183128.09 84.78 10.250 6.000 6 Month Libor 11/1/99 Long Beach
7667900 35637.08 64.79 10.250 6.500 6 Month Libor 11/1/99 Long Beach
7668098 113053.67 79.62 10.250 6.250 6 Month Libor 11/1/99 Long Beach
7668700 114105.95 79.79 10.250 7.250 6 Month Libor 11/1/99 Long Beach
7668866 59845.79 39.90 10.250 6.990 6 Month Libor 11/1/99 Long Beach
7669161 40339.04 69.55 10.250 6.990 6 Month Libor 11/1/99 Long Beach
7669542 34905.01 74.27 10.250 6.990 6 Month Libor 11/1/99 Long Beach
7669625 94955.29 84.78 10.250 5.500 6 Month Libor 11/1/99 Long Beach
7669906 396478.26 74.81 10.250 6.990 6 Month Libor 5/1/98 Long Beach
7669930 159588.74 79.79 10.250 6.990 6 Month Libor 11/1/99 Long Beach
7670656 169004.48 79.79 10.250 6.990 6 Month Libor 11/1/99 Long Beach
7671431 30920.33 44.81 10.250 7.250 6 Month Libor 11/1/99 Long Beach
7671746 100939.90 79.79 10.250 6.250 6 Month Libor 5/1/98 Long Beach
7671795 101259.07 79.11 10.250 6.990 6 Month Libor 11/1/99 Long Beach
7671910 181133.22 79.79 10.250 6.990 6 Month Libor 11/1/99 Long Beach
7672306 209779.38 79.76 10.250 6.500 6 Month Libor 5/1/98 Long Beach
7672314 54966.98 83.28 10.250 6.750 6 Month Libor 11/1/99 Long Beach
7672579 35158.54 74.81 10.250 7.250 6 Month Libor 11/1/99 Long Beach
7672736 59845.79 79.79 10.250 5.990 6 Month Libor 11/1/99 Long Beach
7672892 55856.03 76.52 10.250 6.250 6 Month Libor 11/1/99 Long Beach
7673023 148118.30 89.77 10.250 7.250 6 Month Libor 11/1/99 Long Beach
7673106 83784.06 67.03 10.250 5.990 6 Month Libor 11/1/99 Long Beach
7673262 75006.68 78.95 10.250 7.250 6 Month Libor 11/1/99 Long Beach
7673353 87770.69 79.79 10.250 5.990 6 Month Libor 11/1/99 Long Beach
7741424 67825.20 84.78 10.250 6.990 6 Month Libor 5/1/98 Long Beach
7744576 119691.56 55.93 10.250 5.000 6 Month Libor 11/1/99 Long Beach
7744584 84781.49 73.09 10.250 6.500 6 Month Libor 11/1/99 Long Beach
7747900 71814.95 74.81 10.250 6.750 6 Month Libor 5/1/98 Long Beach
7750508 55058.09 76.47 10.250 6.700 6 Month Libor 11/1/99 Long Beach
8028839 91547.25 84.77 10.250 6.000 6 Month Libor 11/1/99 Accred
8029035 101887.42 89.37 10.250 6.500 6 Month Libor 11/1/99 Accred
8029167 41542.92 69.24 10.250 6.750 6 Month Libor 11/1/99 Accred
8029217 66098.61 64.80 10.250 7.250 6 Month Libor 11/1/99 Accred
8030702 133655.53 89.10 10.250 6.000 6 Month Libor 11/1/99 Accred
8029357 292774.18 89.81 10.250 6.000 6 Month Libor 11/15/99 Accred
8029563 116750.46 89.81 10.250 6.250 6 Month Libor 11/15/99 Accred
8029654 419104.18 79.83 10.250 6.750 6 Month Libor 11/15/99 Accred
8029811 134911.63 79.83 10.250 6.990 6 Month Libor 11/15/99 Accred
7740921 207805.84 84.82 10.250 6.500 6 Month Libor 12/1/99 Long Beach
7741614 61518.49 89.81 10.250 5.500 6 Month Libor 12/1/99 Long Beach
7742745 101782.46 84.82 10.250 5.750 6 Month Libor 12/1/99 Long Beach
7742935 24447.77 69.85 10.250 6.990 6 Month Libor 12/1/99 Long Beach
7743032 48646.03 76.61 10.250 6.990 6 Month Libor 12/1/99 Long Beach
7743149 128724.87 59.87 10.250 7.250 6 Month Libor 6/1/98 Long Beach
7743305 64661.81 79.83 10.250 6.990 6 Month Libor 12/1/99 Long Beach
7743941 35922.79 79.83 10.250 6.000 6 Month Libor 6/1/98 Long Beach
7744683 97391.86 79.83 10.250 6.250 6 Month Libor 12/1/99 Long Beach
7744865 104270.63 57.93 10.250 6.500 6 Month Libor 12/1/99 Long Beach
7745870 60620.44 86.60 10.250 6.750 6 Month Libor 12/1/99 Long Beach
7746613 25992.02 60.45 10.250 5.990 6 Month Libor 12/1/99 Long Beach
7747637 175998.81 83.81 10.250 6.250 6 Month Libor 6/1/98 Long Beach
7747678 149680.07 59.87 10.250 6.990 6 Month Libor 12/1/99 Long Beach
7747785 285839.05 84.82 10.250 6.990 6 Month Libor 12/1/99 Long Beach
7748122 133913.76 79.24 10.250 6.500 6 Month Libor 12/1/99 Long Beach
7748528 95795.24 79.83 10.250 6.990 6 Month Libor 12/1/99 Long Beach
7749047 273615.17 72.38 10.250 6.990 6 Month Libor 6/1/98 Long Beach
7749237 103778.16 79.83 10.250 7.250 6 Month Libor 12/1/99 Long Beach
7749278 89007.01 78.77 10.250 6.600 6 Month Libor 6/1/98 Long Beach
7749286 66770.28 69.92 10.250 5.990 6 Month Libor 12/1/99 Long Beach
7749294 64861.34 67.92 10.250 5.990 6 Month Libor 12/1/99 Long Beach
7750136 139950.88 79.07 10.250 7.300 6 Month Libor 12/1/99 Long Beach
7750185 261042.04 79.83 10.250 6.990 6 Month Libor 6/1/98 Long Beach
7750920 199493.57 79.80 10.250 7.250 6 Month Libor 12/1/99 Long Beach
7750995 56938.28 88.97 10.250 6.990 6 Month Libor 12/1/99 Long Beach
7751027 50881.15 83.41 10.250 6.990 6 Month Libor 12/1/99 Long Beach
7888027 142894.56 79.83 10.250 6.750 6 Month Libor 12/1/99 Long Beach
7888134 73443.03 79.83 10.250 5.500 6 Month Libor 12/1/99 Long Beach
7888472 99786.73 71.28 10.250 6.990 6 Month Libor 12/1/99 Long Beach
7890858 175125.67 89.81 10.250 7.250 6 Month Libor 12/1/99 Long Beach
7891179 78457.31 84.82 10.250 7.200 6 Month Libor 12/1/99 Long Beach
7891526 132998.40 66.00 10.250 6.750 6 Month Libor 6/1/98 Long Beach
8029951 115353.40 83.59 10.250 7.000 6 Month Libor 12/1/99 Accred
8030462 71079.00 79.86 10.250 6.500 6 Month Libor 12/15/99 Accred
8030579 146949.87 79.43 10.250 6.250 6 Month Libor 12/15/99 Accred
7887888 79864.09 76.06 10.250 5.990 6 Month Libor 1/1/00 Long Beach
7888001 58550.37 84.86 10.250 6.500 6 Month Libor 1/1/00 Long Beach
7888274 231605.82 79.86 10.250 6.990 6 Month Libor 1/1/00 Long Beach
7889603 190925.08 74.87 10.250 6.990 6 Month Libor 1/1/00 Long Beach
7889926 63811.38 79.76 10.250 6.990 6 Month Libor 1/1/00 Long Beach
7890544 124228.58 84.22 10.250 6.750 6 Month Libor 1/1/00 Long Beach
7891088 141758.77 78.75 10.250 5.990 6 Month Libor 1/1/00 Long Beach
7891229 81985.47 74.87 10.250 6.990 6 Month Libor 1/1/00 Long Beach
7891450 44973.47 84.86 10.250 5.990 6 Month Libor 1/1/00 Long Beach
7892763 113706.49 84.23 10.250 6.990 6 Month Libor 1/1/00 Long Beach
7892987 61944.58 84.86 10.250 6.500 6 Month Libor 1/1/00 Long Beach
7894009 269541.28 85.57 10.250 6.990 6 Month Libor 1/1/00 Long Beach
7894033 53034.76 84.18 10.250 7.100 6 Month Libor 1/1/00 Long Beach
7894264 144249.26 84.85 10.250 6.990 6 Month Libor 1/1/00 Long Beach
7894579 38334.76 79.86 10.250 6.500 6 Month Libor 1/1/00 Long Beach
7894918 164619.83 84.86 10.250 6.990 6 Month Libor 1/1/00 Long Beach
7895121 51911.66 77.48 10.250 5.990 6 Month Libor 7/1/98 Long Beach
7895287 91644.04 84.86 10.250 6.500 6 Month Libor 1/1/00 Long Beach
7895550 56860.10 63.18 10.250 6.500 6 Month Libor 1/1/00 Long Beach
7895790 67884.46 79.86 10.250 6.990 6 Month Libor 1/1/00 Long Beach
7895865 42167.63 68.57 10.250 6.740 6 Month Libor 1/1/00 Long Beach
7896061 166909.12 83.45 10.250 6.990 6 Month Libor 1/1/00 Long Beach
7896285 86103.45 74.87 10.250 6.990 6 Month Libor 1/1/00 Long Beach
7896327 58250.85 71.47 10.250 6.990 6 Month Libor 1/1/00 Long Beach
7896376 50089.75 71.05 10.250 6.990 6 Month Libor 1/1/00 Long Beach
7897192 29200.30 74.87 10.250 6.250 6 Month Libor 1/1/00 Long Beach
7897309 77914.57 84.69 10.250 6.990 6 Month Libor 1/1/00 Long Beach
7897788 129379.81 78.41 10.250 6.990 6 Month Libor 7/1/98 Long Beach
7898000 71278.68 84.86 10.250 6.990 6 Month Libor 7/1/98 Long Beach
7898554 60671.72 84.27 10.250 6.990 6 Month Libor 1/1/00 Long Beach
7898976 85654.26 55.98 10.250 6.990 6 Month Libor 7/1/98 Long Beach
7899602 42677.38 74.87 10.250 6.000 6 Month Libor 1/1/00 Long Beach
7664832 30671.60 40.90 10.290 5.750 6 Month Libor 11/1/99 Long Beach
7742349 50670.54 79.80 10.290 5.750 6 Month Libor 11/1/99 Long Beach
7747694 31882.52 79.71 10.290 6.500 6 Month Libor 12/1/99 Long Beach
7741325 94198.60 86.42 10.300 6.950 6 Month Libor 11/1/99 Long Beach
7743040 32331.63 68.07 10.300 5.500 6 Month Libor 12/1/99 Long Beach
7750243 89061.64 84.82 10.300 6.750 6 Month Libor 12/1/99 Long Beach
7896996 58311.78 89.71 10.300 6.990 6 Month Libor 1/1/00 Long Beach
7741788 129616.69 77.15 10.350 6.250 6 Month Libor 10/1/99 Long Beach
7887805 115657.99 79.22 10.350 5.500 6 Month Libor 10/1/99 Long Beach
7665235 29026.78 74.81 10.350 6.990 6 Month Libor 11/1/99 Long Beach
7669823 62841.49 69.82 10.350 6.750 6 Month Libor 11/1/99 Long Beach
7671621 143637.67 79.36 10.350 6.990 6 Month Libor 11/1/99 Long Beach
7741390 175557.11 88.22 10.350 7.500 6 Month Libor 11/1/99 Long Beach
8024895 36044.51 69.32 10.375 6.250 6 Month Libor 11/15/98 Accred
8025660 164300.46 74.68 10.375 6.500 6 Month Libor 7/1/99 Accred
8026098 188363.73 75.35 10.375 5.875 6 Month Libor 8/15/99 Accred
8026775 60096.71 84.05 10.375 6.500 6 Month Libor 9/1/99 Accred
8026924 108332.25 74.20 11.375 6.000 6 Month Libor 3/1/98 Accred
8027435 99706.69 76.70 10.375 6.750 6 Month Libor 9/15/99 Accred
8027583 196689.78 84.60 10.375 6.500 6 Month Libor 10/1/99 Accred
8027591 46064.49 69.79 10.375 6.750 6 Month Libor 10/1/99 Accred
8027609 63164.17 69.79 10.375 6.750 6 Month Libor 10/1/99 Accred
8027674 69545.37 74.78 10.375 6.750 6 Month Libor 10/1/99 Accred
7668270 284286.66 74.81 10.375 6.990 6 Month Libor 11/1/99 Long Beach
8028813 86484.49 84.79 10.375 6.500 6 Month Libor 5/1/98 Accred
8028888 62341.43 79.42 10.375 6.250 6 Month Libor 11/1/99 Accred
8028920 115709.61 79.80 10.375 6.500 6 Month Libor 11/1/99 Accred
8029134 52368.59 74.81 10.375 6.500 6 Month Libor 11/1/99 Accred
8029365 63590.42 84.79 10.375 6.500 6 Month Libor 11/1/99 Accred
8029274 251476.63 89.81 10.375 6.250 6 Month Libor 11/15/99 Accred
8029373 72099.94 84.82 10.375 6.500 6 Month Libor 11/15/99 Accred
7747322 83027.19 79.83 10.375 6.500 6 Month Libor 6/1/98 Long Beach
7749757 89811.04 59.87 10.375 7.250 6 Month Libor 12/1/99 Long Beach
8030058 55803.84 80.88 10.375 6.250 6 Month Libor 12/1/99 Accred
8030314 36923.17 49.56 10.375 6.625 6 Month Libor 12/1/99 Accred
7891815 46348.18 71.30 10.375 6.999 6 Month Libor 1/1/00 Long Beach
7892029 58328.37 72.91 10.375 6.990 6 Month Libor 1/1/00 Long Beach
7896459 76373.39 80.39 10.375 6.990 6 Month Libor 1/1/00 Long Beach
7663982 63091.36 88.24 11.390 6.990 6 Month Libor 4/1/98 Long Beach
7664147 79800.39 88.77 10.390 6.990 6 Month Libor 5/1/98 Long Beach
7747819 77738.74 56.33 10.390 6.250 6 Month Libor 12/1/99 Long Beach
7665268 71820.71 78.07 10.400 6.500 6 Month Libor 11/1/99 Long Beach
7665656 131421.97 84.79 10.400 5.250 6 Month Libor 11/1/99 Long Beach
7742109 57052.36 67.12 10.400 6.000 6 Month Libor 11/1/99 Long Beach
7742786 95427.45 84.82 10.400 5.500 6 Month Libor 12/1/99 Long Beach
7747587 86820.25 69.46 10.400 6.990 6 Month Libor 12/1/99 Long Beach
7889728 95594.45 84.08 10.400 6.250 6 Month Libor 12/1/99 Long Beach
7893621 17251.56 75.01 10.400 6.990 6 Month Libor 1/1/00 Long Beach
7895725 63804.54 76.87 10.400 6.990 6 Month Libor 1/1/00 Long Beach
7895766 39934.18 61.91 10.400 6.500 6 Month Libor 1/1/00 Long Beach
7897093 103829.97 79.87 10.430 6.750 6 Month Libor 7/1/98 Long Beach
7666092 111676.75 78.65 10.450 7.100 6 Month Libor 10/1/99 Long Beach
7742612 140752.40 84.79 10.450 5.500 6 Month Libor 11/1/99 Long Beach
7743818 55862.06 69.83 10.450 8.050 6 Month Libor 11/1/99 Long Beach
7743826 33517.20 69.83 10.450 8.050 6 Month Libor 11/1/99 Long Beach
7744568 117435.00 84.79 10.450 7.200 6 Month Libor 11/1/99 Long Beach
7745243 38920.29 77.84 10.450 7.550 6 Month Libor 12/1/99 Long Beach
7749310 127538.76 89.82 10.450 6.990 6 Month Libor 12/1/99 Long Beach
7895063 74278.87 79.87 10.450 6.990 6 Month Libor 7/1/98 Long Beach
7895568 167726.49 79.87 10.450 6.990 6 Month Libor 1/1/00 Long Beach
7901374 359413.96 68.89 10.450 7.250 6 Month Libor 1/1/00 Provident
8026296 75180.04 72.99 10.490 6.250 6 Month Libor 8/15/99 Accred
8026429 49037.72 77.84 10.490 6.750 6 Month Libor 8/15/99 Accred
8027948 303457.01 89.78 10.490 6.750 6 Month Libor 10/15/99 Accred
8028508 224450.42 89.78 10.490 6.490 6 Month Libor 10/15/99 Accred
8028755 180557.91 63.13 10.490 6.500 6 Month Libor 11/1/99 Accred
8029506 197598.71 77.49 10.490 6.750 6 Month Libor 11/15/99 Accred
8029761 85675.99 84.83 10.490 6.000 6 Month Libor 11/15/99 Accred
7664196 84756.77 76.36 10.490 5.990 6 Month Libor 10/1/99 Long Beach
7667967 101349.11 76.78 10.490 6.500 6 Month Libor 10/1/99 Long Beach
7740137 44871.19 52.79 10.490 6.750 6 Month Libor 10/1/99 Long Beach
7664295 107496.80 78.18 10.490 6.990 6 Month Libor 11/1/99 Long Beach
7665672 156896.59 69.73 10.490 6.500 6 Month Libor 11/1/99 Long Beach
7666720 139875.93 84.77 10.490 6.990 6 Month Libor 11/1/99 Long Beach
7667645 116699.77 69.88 10.490 6.990 6 Month Libor 11/1/99 Long Beach
7667678 60651.49 79.80 10.490 6.500 6 Month Libor 11/1/99 Long Beach
7668387 53369.30 50.83 10.490 6.990 6 Month Libor 5/1/98 Long Beach
7669104 73769.28 84.79 10.490 5.500 6 Month Libor 11/1/99 Long Beach
7669203 64641.72 79.80 10.490 6.990 6 Month Libor 11/1/99 Long Beach
7670250 108923.21 69.82 10.490 6.750 6 Month Libor 5/1/98 Long Beach
7670284 182752.58 76.15 10.490 5.000 6 Month Libor 11/1/99 Long Beach
7671936 94768.00 77.05 10.490 6.990 6 Month Libor 11/1/99 Long Beach
7672348 71722.00 70.32 10.490 6.500 6 Month Libor 11/1/99 Long Beach
7672660 91775.31 79.80 10.490 6.500 6 Month Libor 5/1/98 Long Beach
7742810 183550.65 79.80 10.490 6.500 6 Month Libor 11/1/99 Long Beach
7744519 159609.21 79.80 10.490 5.500 6 Month Libor 11/1/99 Long Beach
7745649 314230.70 69.83 10.490 6.500 6 Month Libor 5/1/98 Long Beach
7741283 42234.25 78.94 10.490 6.990 6 Month Libor 12/1/99 Long Beach
7742661 35927.03 79.84 10.490 6.500 6 Month Libor 12/1/99 Long Beach
7743511 79638.28 84.72 10.490 6.990 6 Month Libor 12/1/99 Long Beach
7744493 31386.28 78.47 10.490 6.500 6 Month Libor 12/1/99 Long Beach
7745698 44709.20 79.84 10.490 5.990 6 Month Libor 12/1/99 Long Beach
7747140 54713.88 84.18 10.490 6.750 6 Month Libor 6/1/98 Long Beach
7748114 67332.12 74.81 10.490 6.990 6 Month Libor 12/1/99 Long Beach
7750094 97401.23 79.84 10.490 6.990 6 Month Libor 12/1/99 Long Beach
7890098 169256.33 79.84 10.490 6.000 6 Month Libor 12/1/99 Long Beach
7890296 206075.10 60.26 10.490 6.990 6 Month Libor 12/1/99 Long Beach
7891955 232428.04 77.48 10.490 6.990 6 Month Libor 12/1/99 Long Beach
8036774 83829.80 55.89 10.490 6.990 6 Month Libor 12/1/99 Long Beach
7891302 54911.21 56.03 10.490 6.990 6 Month Libor 1/1/00 Long Beach
7895493 52634.13 78.56 10.490 6.500 6 Month Libor 1/1/00 Long Beach
7895949 103447.78 84.86 10.490 6.990 6 Month Libor 1/1/00 Long Beach
7898182 52884.85 54.52 10.490 6.990 6 Month Libor 1/1/00 Long Beach
7898273 124798.24 56.73 10.490 7.000 6 Month Libor 1/1/00 Long Beach
7888423 27362.36 54.72 10.500 5.000 6 Month Libor 1/1/00 Long Beach
7663099 111573.31 70.62 11.500 6.990 6 Month Libor 1/1/98 Long Beach
8025553 119555.46 62.92 10.500 7.000 6 Month Libor 7/15/99 Accred
8025579 119554.01 79.70 10.500 6.250 6 Month Libor 7/15/99 Accred
8025850 151586.35 84.69 10.500 6.250 6 Month Libor 7/15/99 Accred
7663057 39612.40 74.74 11.500 6.500 6 Month Libor 2/1/98 Long Beach
8026197 77818.77 74.75 10.500 6.500 6 Month Libor 8/15/99 Accred
8026320 219777.06 87.91 10.500 6.500 6 Month Libor 8/15/99 Accred
8026403 38588.78 83.89 10.500 6.250 6 Month Libor 8/15/99 Accred
7663230 118609.89 88.91 10.500 6.000 6 Month Libor 9/1/99 Long Beach
8026726 96482.65 84.71 10.500 6.500 6 Month Libor 9/1/99 Accred
8026734 95534.44 79.61 10.500 6.500 6 Month Libor 9/1/99 Accred
8026767 96911.47 69.22 10.500 6.750 6 Month Libor 9/1/99 Accred
8026940 73315.04 83.31 10.500 6.250 6 Month Libor 9/15/99 Accred
8027187 91737.19 78.41 10.500 7.000 6 Month Libor 9/15/99 Accred
7664121 139101.63 89.74 10.500 6.990 6 Month Libor 10/1/99 Long Beach
7664139 658115.14 79.77 10.500 6.990 6 Month Libor 10/1/99 Long Beach
7664923 135611.57 84.76 10.500 5.990 6 Month Libor 10/1/99 Long Beach
7665193 20243.68 51.91 11.500 6.990 6 Month Libor 4/1/98 Long Beach
7665730 187311.98 79.37 10.500 6.990 6 Month Libor 10/1/99 Long Beach
7666563 438743.46 79.05 10.500 6.990 6 Month Libor 10/1/99 Long Beach
7667470 55092.25 84.37 10.500 6.500 6 Month Libor 10/1/99 Long Beach
7669062 95724.79 79.77 10.500 6.000 6 Month Libor 10/1/99 Long Beach
7740509 398857.64 79.77 10.500 5.990 6 Month Libor 10/1/99 Long Beach
7740897 177990.24 84.76 10.500 6.500 6 Month Libor 10/1/99 Long Beach
8027351 64483.20 70.09 10.500 6.500 6 Month Libor 10/1/99 Accred
8027658 40768.17 64.71 10.500 6.750 6 Month Libor 10/1/99 Accred
8027765 493586.34 74.79 10.500 7.000 6 Month Libor 10/1/99 Accred
8027963 29166.48 63.41 10.500 6.500 6 Month Libor 10/1/99 Accred
8027971 102748.93 89.35 10.500 6.500 6 Month Libor 10/15/99 Accred
8028037 547662.01 79.37 10.500 7.000 6 Month Libor 10/15/99 Accred
7663511 87785.47 77.34 10.500 7.250 6 Month Libor 11/1/99 Long Beach
7664220 62746.72 84.79 10.500 5.500 6 Month Libor 11/1/99 Long Beach
7664576 66836.68 66.84 10.500 6.500 6 Month Libor 5/1/98 Long Beach
7666142 93521.51 74.22 11.500 6.990 6 Month Libor 5/1/98 Long Beach
7667199 58507.09 84.79 10.500 5.500 6 Month Libor 11/1/99 Long Beach
7667264 72822.09 72.82 10.500 6.990 6 Month Libor 11/1/99 Long Beach
7668148 69829.38 63.48 10.500 6.750 6 Month Libor 5/1/98 Long Beach
7669088 132476.37 79.81 10.500 6.500 6 Month Libor 11/1/99 Long Beach
7669591 30924.43 58.35 10.500 7.500 6 Month Libor 11/1/99 Long Beach
7669641 48481.58 89.78 10.500 6.250 6 Month Libor 11/1/99 Long Beach
7670235 48880.59 80.13 10.500 6.500 6 Month Libor 11/1/99 Long Beach
7670243 229613.89 77.31 10.500 7.250 6 Month Libor 11/1/99 Long Beach
7670904 87286.73 69.83 10.500 6.990 6 Month Libor 11/1/99 Long Beach
7671357 79805.03 79.81 10.500 5.990 6 Month Libor 11/1/99 Long Beach
7671738 123627.30 77.27 10.500 6.990 6 Month Libor 11/1/99 Long Beach
7671969 299268.84 74.44 10.500 7.250 6 Month Libor 11/1/99 Long Beach
7672132 92932.66 79.77 10.500 6.500 6 Month Libor 11/1/99 Long Beach
7672447 73806.43 71.66 10.500 6.500 6 Month Libor 11/1/99 Long Beach
7672710 36625.37 77.93 10.500 6.500 6 Month Libor 11/1/99 Long Beach
7673635 82119.39 77.84 10.500 7.250 6 Month Libor 5/1/98 Long Beach
7740939 20180.70 67.27 10.500 5.990 6 Month Libor 11/1/99 Long Beach
7741382 32919.61 51.44 10.500 7.500 6 Month Libor 11/1/99 Long Beach
7741598 50753.16 84.59 10.500 5.500 6 Month Libor 11/1/99 Long Beach
7742182 34913.81 69.83 10.500 6.990 6 Month Libor 11/1/99 Long Beach
7742265 60601.97 74.82 10.500 6.500 6 Month Libor 11/1/99 Long Beach
7742562 43094.71 79.81 10.500 5.750 6 Month Libor 11/1/99 Long Beach
7743453 44690.20 79.80 10.500 5.990 6 Month Libor 11/1/99 Long Beach
7743578 105492.24 89.78 10.500 6.250 6 Month Libor 11/1/99 Long Beach
7745144 109732.10 74.65 10.500 6.500 6 Month Libor 11/1/99 Long Beach
7745763 164597.87 71.56 10.500 7.500 6 Month Libor 11/1/99 Long Beach
7892334 199462.71 79.79 10.500 7.000 6 Month Libor 11/1/99 Long Beach
8028862 73619.26 88.70 10.500 6.500 6 Month Libor 11/1/99 Accred
8029183 159610.01 76.00 10.500 7.000 6 Month Libor 11/1/99 Accred
8029464 233080.13 84.76 10.500 6.750 6 Month Libor 11/1/99 Accred
8029803 108280.58 69.86 10.500 7.250 6 Month Libor 11/15/99 Accred
8029829 45407.99 68.80 10.500 6.750 6 Month Libor 11/15/99 Accred
8029852 195104.43 84.10 10.500 6.750 6 Month Libor 11/15/99 Accred
7740350 17444.43 69.78 10.500 6.000 6 Month Libor 12/1/99 Long Beach
7740871 131483.59 84.83 10.500 6.250 6 Month Libor 12/1/99 Long Beach
7741945 111773.52 79.84 10.500 6.990 6 Month Libor 12/1/99 Long Beach
7743420 117861.18 78.84 10.500 6.250 6 Month Libor 12/1/99 Long Beach
7743636 23150.29 57.88 10.500 6.990 6 Month Libor 12/1/99 Long Beach
7744899 49200.30 84.83 10.500 6.250 6 Month Libor 12/1/99 Long Beach
7745953 94807.92 61.17 10.500 6.990 6 Month Libor 6/1/98 Long Beach
7745961 39869.20 84.83 10.500 6.500 6 Month Libor 12/1/99 Long Beach
7746225 79938.03 88.82 10.500 6.490 6 Month Libor 12/1/99 Long Beach
7746282 65317.65 84.83 10.500 6.750 6 Month Libor 12/1/99 Long Beach
7747041 76844.29 73.19 10.500 6.800 6 Month Libor 12/1/99 Long Beach
7747264 74848.37 57.58 10.500 6.990 6 Month Libor 12/1/99 Long Beach
7747660 48651.40 74.85 10.500 6.500 6 Month Libor 12/1/99 Long Beach
7747702 19959.55 38.02 10.500 6.500 6 Month Libor 12/1/99 Long Beach
7747751 59379.70 69.86 10.500 6.990 6 Month Libor 12/1/99 Long Beach
7747769 59504.45 73.01 10.500 6.500 6 Month Libor 12/1/99 Long Beach
7747876 53391.80 82.14 10.500 6.500 6 Month Libor 12/1/99 Long Beach
7747983 65567.18 89.82 10.500 5.990 6 Month Libor 12/1/99 Long Beach
7748072 145505.19 89.82 10.500 7.250 6 Month Libor 12/1/99 Long Beach
7748270 66588.53 83.24 10.500 6.500 6 Month Libor 12/1/99 Long Beach
7748502 49798.24 58.59 10.500 6.500 6 Month Libor 12/1/99 Long Beach
7748643 132107.32 74.85 10.500 6.990 6 Month Libor 12/1/99 Long Beach
7748742 75438.39 69.85 10.500 5.990 6 Month Libor 12/1/99 Long Beach
7748783 96240.44 83.69 10.500 6.250 6 Month Libor 12/1/99 Long Beach
7748999 59851.01 79.80 10.500 7.250 6 Month Libor 12/1/99 Long Beach
7749070 113761.97 79.55 10.500 6.990 6 Month Libor 12/1/99 Long Beach
7749138 110191.74 82.23 10.500 6.250 6 Month Libor 12/1/99 Long Beach
7749930 101793.73 63.62 10.500 6.500 6 Month Libor 12/1/99 Long Beach
7750045 71854.43 74.85 10.500 6.500 6 Month Libor 12/1/99 Long Beach
7888217 82945.05 74.06 10.500 6.990 6 Month Libor 12/1/99 Long Beach
7889413 67862.51 46.16 10.500 5.990 6 Month Libor 12/1/99 Long Beach
7890056 174646.16 74.32 10.500 6.250 6 Month Libor 12/1/99 Long Beach
7890247 52393.84 71.77 10.500 6.750 6 Month Libor 6/1/98 Long Beach
7891286 59878.69 74.85 10.500 6.990 6 Month Libor 12/1/99 Long Beach
7891849 58381.73 64.87 10.500 6.990 6 Month Libor 6/1/98 Long Beach
7892672 119689.74 73.88 10.500 6.990 6 Month Libor 12/1/99 Long Beach
7893183 121765.73 89.53 10.500 6.990 6 Month Libor 12/1/99 Long Beach
7893498 133328.95 79.84 10.500 5.990 6 Month Libor 12/1/99 Long Beach
7893522 39919.10 66.53 10.500 6.990 6 Month Libor 12/1/99 Long Beach
8029944 113225.58 87.10 10.500 6.500 6 Month Libor 12/1/99 Accred
8030041 53890.80 82.91 10.500 6.500 6 Month Libor 12/1/99 Accred
8030215 31947.60 45.64 10.500 7.000 6 Month Libor 12/15/99 Accred
7745078 114215.76 78.77 10.500 5.990 6 Month Libor 1/1/00 Long Beach
7888738 195343.64 56.95 10.500 6.250 6 Month Libor 1/1/00 Long Beach
7889181 96644.08 79.87 10.500 6.990 6 Month Libor 1/1/00 Long Beach
7889496 101835.75 48.96 10.500 5.500 6 Month Libor 1/1/00 Long Beach
7890338 110046.72 68.78 10.500 6.990 6 Month Libor 1/1/00 Long Beach
7890395 89106.28 84.86 10.500 6.990 6 Month Libor 1/1/00 Long Beach
7890718 97842.19 69.89 10.500 6.500 6 Month Libor 1/1/00 Long Beach
7891518 26931.56 64.90 10.500 6.750 6 Month Libor 1/1/00 Long Beach
7892276 89106.28 74.88 10.500 7.250 6 Month Libor 1/1/00 Long Beach
7893126 76376.56 84.86 10.500 5.990 6 Month Libor 1/1/00 Long Beach
7894363 61400.98 74.88 10.500 6.250 6 Month Libor 1/1/00 Long Beach
7894728 80669.87 79.87 10.500 6.500 6 Month Libor 1/1/00 Long Beach
7894769 168792.73 84.40 10.500 5.990 6 Month Libor 1/1/00 Long Beach
7895022 262077.23 71.80 10.500 6.990 6 Month Libor 1/1/00 Long Beach
7895055 74879.23 62.40 10.500 6.350 6 Month Libor 1/1/00 Long Beach
7895543 171643.11 79.83 10.500 6.990 6 Month Libor 1/1/00 Long Beach
7895907 53513.68 79.87 10.500 6.990 6 Month Libor 1/1/00 Long Beach
7896079 44977.44 74.96 10.500 6.990 6 Month Libor 1/1/00 Long Beach
7896350 161239.92 84.86 10.500 6.990 6 Month Libor 1/1/00 Long Beach
7896400 35226.92 78.28 10.500 6.990 6 Month Libor 1/1/00 Long Beach
7896665 56154.91 68.48 10.500 6.990 6 Month Libor 1/1/00 Long Beach
7897135 88996.88 74.16 10.500 6.250 6 Month Libor 1/1/00 Long Beach
7897184 119750.87 74.84 10.500 6.990 6 Month Libor 1/1/00 Long Beach
7897341 97838.56 69.88 10.500 5.990 6 Month Libor 1/1/00 Long Beach
7897747 36901.64 23.81 10.500 6.990 6 Month Libor 1/1/00 Long Beach
7897903 55151.61 83.69 10.500 6.500 6 Month Libor 1/1/00 Long Beach
7898232 228423.26 79.59 10.500 6.000 6 Month Libor 1/1/00 Long Beach
7898315 105425.80 79.87 10.500 7.000 6 Month Libor 1/1/00 Long Beach
7898497 111819.61 69.89 10.500 6.990 6 Month Libor 1/1/00 Long Beach
7898711 58206.12 72.76 10.500 5.990 6 Month Libor 1/1/00 Long Beach
7899099 87858.27 79.87 10.500 6.500 6 Month Libor 1/1/00 Long Beach
7665243 112182.12 71.91 10.550 6.990 6 Month Libor 10/1/99 Long Beach
7667348 163105.79 79.56 10.550 6.990 6 Month Libor 11/1/99 Long Beach
7888993 39136.57 55.12 10.550 6.500 6 Month Libor 1/1/00 Long Beach
7889769 39936.24 59.61 10.550 7.150 6 Month Libor 1/1/00 Long Beach
8027518 128386.44 79.74 10.597 7.597 6 Month Libor 9/1/99 Accred
7667769 45371.71 65.76 10.600 6.500 6 Month Libor 10/1/99 Long Beach
7740301 41106.46 74.74 11.600 6.990 6 Month Libor 4/1/98 Long Beach
7668825 63847.33 76.92 10.600 7.200 6 Month Libor 11/1/99 Long Beach
7672389 153584.06 44.91 10.600 8.250 6 Month Libor 11/1/99 Long Beach
7744634 134079.37 79.81 10.600 7.000 6 Month Libor 5/1/98 Long Beach
7748221 88823.85 72.81 10.600 7.200 6 Month Libor 12/1/99 Long Beach
8030678 71778.72 79.75 10.610 6.990 6 Month Libor 11/1/99 Accred
8025744 72382.41 84.17 10.625 6.250 6 Month Libor 7/1/99 Accred
8025538 101632.07 82.63 10.625 6.250 6 Month Libor 7/15/99 Accred
8025595 86984.81 89.68 10.625 6.750 6 Month Libor 7/15/99 Accred
8025900 46580.26 84.69 10.625 6.250 6 Month Libor 8/1/99 Accred
8026015 24610.93 64.77 10.625 6.750 6 Month Libor 8/1/99 Accred
8026858 80741.44 74.76 10.625 7.625 6 Month Libor 9/1/99 Accred
8027088 39888.97 79.78 10.625 6.250 6 Month Libor 9/15/99 Accred
8027336 77783.10 63.76 10.625 7.000 6 Month Libor 9/15/99 Accred
8027344 95686.23 76.55 10.625 6.750 6 Month Libor 9/15/99 Accred
8028821 134534.86 89.69 10.625 7.625 6 Month Libor 10/1/99 Accred
8028458 160867.35 72.46 10.625 7.650 6 Month Libor 10/15/99 Accred
8028599 89786.45 71.26 12.125 7.000 6 Month Libor 4/15/98 Accred
7667504 79411.13 79.81 10.625 6.990 6 Month Libor 11/1/99 Long Beach
7672918 89038.21 74.82 10.625 7.250 6 Month Libor 11/1/99 Long Beach
7749708 91419.69 79.50 10.625 7.250 6 Month Libor 12/1/99 Long Beach
7750649 154096.02 79.84 10.625 7.250 6 Month Libor 12/1/99 Long Beach
8030199 81122.60 64.90 10.625 6.500 6 Month Libor 12/15/99 Accred
7899586 74283.35 79.87 10.625 5.500 6 Month Libor 1/1/00 Long Beach
7665367 115679.13 79.78 10.650 6.250 6 Month Libor 10/1/99 Long Beach
7667736 89039.35 77.43 10.650 6.500 6 Month Libor 11/1/99 Long Beach
7669500 78214.97 79.81 10.650 6.500 6 Month Libor 11/1/99 Long Beach
7670193 195038.55 84.80 10.650 5.500 6 Month Libor 11/1/99 Long Beach
7742802 186209.69 84.83 10.650 5.500 6 Month Libor 12/1/99 Long Beach
7891161 223561.39 79.84 10.650 6.990 6 Month Libor 12/1/99 Long Beach
7888639 196892.46 83.78 10.650 7.300 6 Month Libor 1/1/00 Long Beach
7889660 58308.92 65.52 10.650 6.990 6 Month Libor 7/1/98 Long Beach
7893217 86115.50 74.88 10.650 6.990 6 Month Libor 1/1/00 Long Beach
7748015 97409.73 79.84 10.670 7.070 6 Month Libor 12/1/99 Long Beach
7668304 78578.88 81.09 10.690 6.250 6 Month Libor 10/1/99 Long Beach
7741226 62079.27 73.90 10.690 6.500 6 Month Libor 10/1/99 Long Beach
7750482 264985.69 89.83 10.700 6.990 6 Month Libor 12/1/99 Long Beach
7888100 117671.58 89.83 10.700 6.990 6 Month Libor 12/1/99 Long Beach
7895097 161750.09 74.37 10.700 6.990 6 Month Libor 1/1/00 Long Beach
7898042 28456.04 74.88 10.700 7.200 6 Month Libor 1/1/00 Long Beach
8025181 178545.77 74.71 10.740 6.750 6 Month Libor 7/1/99 Accred
7740277 80537.12 84.78 11.740 6.500 6 Month Libor 4/1/98 Long Beach
7888704 89827.14 89.83 10.740 6.450 6 Month Libor 6/1/98 Long Beach
7664279 42800.00 69.03 10.750 6.500 6 Month Libor 11/1/99 Long Beach
7743222 51248.47 57.26 10.750 6.500 6 Month Libor 11/1/99 Long Beach
8025322 170225.42 89.64 10.750 6.750 6 Month Libor 7/1/99 Accred
8026007 39112.14 76.69 10.750 6.750 6 Month Libor 8/1/99 Accred
8026395 77936.97 83.80 10.750 6.250 6 Month Libor 8/15/99 Accred
8027542 76791.55 79.58 10.750 6.750 6 Month Libor 9/15/99 Accred
7663800 39891.73 56.19 10.750 6.000 6 Month Libor 10/1/99 Long Beach
7663891 89357.42 79.78 10.750 6.990 6 Month Libor 10/1/99 Long Beach
7667397 44130.18 74.80 10.750 6.500 6 Month Libor 10/1/99 Long Beach
7668460 159533.75 46.92 10.750 6.500 6 Month Libor 10/1/99 Long Beach
7740178 104715.69 69.81 10.750 6.000 6 Month Libor 10/1/99 Long Beach
8027633 59837.56 79.78 10.750 6.500 6 Month Libor 10/1/99 Accred
8027690 27924.22 79.78 10.750 6.750 6 Month Libor 10/1/99 Accred
8027880 55073.45 73.43 10.750 6.750 6 Month Libor 10/1/99 Accred
8028201 125658.86 69.81 10.750 7.750 6 Month Libor 10/1/99 Accred
8027989 164618.80 74.83 10.750 6.500 6 Month Libor 10/15/99 Accred
7663388 191556.48 79.82 10.750 5.990 6 Month Libor 11/1/99 Long Beach
7664030 39907.61 48.08 10.750 6.990 6 Month Libor 11/1/99 Long Beach
7664568 70302.80 84.70 10.750 5.500 6 Month Libor 11/1/99 Long Beach
7665516 81411.50 79.82 10.750 6.500 6 Month Libor 5/1/98 Long Beach
7665722 53863.59 89.77 10.750 6.500 6 Month Libor 11/1/99 Long Beach
7666795 71833.65 79.82 10.750 6.500 6 Month Libor 11/1/99 Long Beach
7667652 141347.71 73.62 10.750 6.990 6 Month Libor 11/1/99 Long Beach
7667942 98357.10 84.79 10.750 6.250 6 Month Libor 11/1/99 Long Beach
7668874 25877.01 64.69 10.750 6.500 6 Month Libor 11/1/99 Long Beach
7668999 180382.36 79.82 10.750 5.250 6 Month Libor 11/1/99 Long Beach
7669260 47889.12 79.82 10.750 6.990 6 Month Libor 5/1/98 Long Beach
7669807 51879.87 79.82 10.750 6.990 6 Month Libor 11/1/99 Long Beach
7669989 118076.58 88.12 10.750 6.500 6 Month Libor 11/1/99 Long Beach
7670573 83431.85 74.83 10.750 6.500 6 Month Libor 11/1/99 Long Beach
7670649 50852.41 70.63 10.750 6.500 6 Month Libor 11/1/99 Long Beach
7670946 296258.03 89.78 10.750 6.250 6 Month Libor 11/1/99 Long Beach
7671209 24942.25 45.35 10.750 6.990 6 Month Libor 11/1/99 Long Beach
7671654 168509.82 74.83 10.750 6.500 6 Month Libor 5/1/98 Long Beach
7672744 169607.27 62.82 10.750 6.500 6 Month Libor 11/1/99 Long Beach
7741002 118725.12 74.67 10.750 6.750 6 Month Libor 11/1/99 Long Beach
7741028 84803.64 60.57 10.750 5.250 6 Month Libor 11/1/99 Long Beach
7742075 26533.27 69.82 11.750 6.990 6 Month Libor 5/1/98 Long Beach
7743966 48637.39 67.55 10.750 6.990 6 Month Libor 11/1/99 Long Beach
7744857 130946.83 68.56 10.750 6.990 6 Month Libor 11/1/99 Long Beach
7745912 56818.43 81.52 10.750 6.500 6 Month Libor 11/1/99 Long Beach
7746480 74826.64 50.56 10.750 6.990 6 Month Libor 11/1/99 Long Beach
8028979 161350.48 87.93 10.750 6.750 6 Month Libor 11/1/99 Accred
8029142 135286.76 75.16 10.750 6.750 6 Month Libor 11/1/99 Accred
8029415 54416.80 69.77 10.750 7.500 6 Month Libor 11/15/99 Accred
8029514 46410.89 84.38 10.750 6.500 6 Month Libor 11/15/99 Accred
8029639 97562.66 84.84 10.750 6.750 6 Month Libor 11/15/99 Accred
8029647 37353.25 74.86 10.750 7.000 6 Month Libor 11/15/99 Accred
7740582 67869.68 73.77 10.750 6.500 6 Month Libor 12/1/99 Long Beach
7741465 419195.10 69.87 10.750 6.990 6 Month Libor 12/1/99 Long Beach
7742851 47907.05 79.85 10.750 6.990 6 Month Libor 12/1/99 Long Beach
7742968 27696.82 72.89 10.750 6.500 6 Month Libor 12/1/99 Long Beach
7743214 60234.33 84.84 10.750 5.990 6 Month Libor 12/1/99 Long Beach
7744063 280710.99 74.86 10.750 7.000 6 Month Libor 12/1/99 Long Beach
7744097 153754.76 64.88 10.750 6.990 6 Month Libor 12/1/99 Long Beach
7744501 62505.00 74.41 10.750 6.750 6 Month Libor 6/1/98 Long Beach
7744758 17117.15 21.40 10.750 6.500 6 Month Libor 12/1/99 Long Beach
7744832 68718.06 84.84 10.750 5.750 6 Month Libor 12/1/99 Long Beach
7745938 101380.35 84.84 10.750 6.250 6 Month Libor 12/1/99 Long Beach
7746035 64326.48 83.54 10.750 6.250 6 Month Libor 6/1/98 Long Beach
7746068 64370.41 74.85 10.750 6.500 6 Month Libor 12/1/99 Long Beach
7747124 202760.67 84.84 10.750 6.990 6 Month Libor 12/1/99 Long Beach
7747512 87830.82 79.85 10.750 6.250 6 Month Libor 12/1/99 Long Beach
7748593 69865.84 72.78 10.750 6.250 6 Month Libor 12/1/99 Long Beach
7749054 85336.13 74.86 10.750 5.990 6 Month Libor 12/1/99 Long Beach
7749344 47506.06 84.83 10.750 6.500 6 Month Libor 12/1/99 Long Beach
7749377 144223.07 83.37 10.750 6.750 6 Month Libor 12/1/99 Long Beach
7749492 51750.63 84.84 10.750 7.000 6 Month Libor 12/1/99 Long Beach
7749906 112284.37 89.83 10.750 5.990 6 Month Libor 12/1/99 Long Beach
7750664 43271.19 68.68 10.750 6.990 6 Month Libor 12/1/99 Long Beach
7750888 144969.66 85.28 10.750 6.990 6 Month Libor 12/1/99 Long Beach
7750987 127083.74 84.72 10.750 6.990 6 Month Libor 12/1/99 Long Beach
7887748 144521.85 89.77 10.750 7.900 6 Month Libor 12/1/99 Long Beach
7887797 61080.24 79.32 10.750 6.500 6 Month Libor 12/1/99 Long Beach
7887904 20958.76 58.22 10.750 6.500 6 Month Libor 12/1/99 Long Beach
7890189 70664.34 79.85 10.750 6.990 6 Month Libor 12/1/99 Long Beach
7890593 112284.37 73.87 10.750 6.750 6 Month Libor 12/1/99 Long Beach
7890734 67869.68 84.84 10.750 7.990 6 Month Libor 12/1/99 Long Beach
7892235 86206.88 79.82 10.750 6.500 6 Month Libor 12/1/99 Long Beach
8030223 58011.30 70.75 10.750 6.750 6 Month Libor 12/15/99 Accred
7888563 116471.32 83.19 10.750 6.990 6 Month Libor 1/1/00 Long Beach
7888779 55165.66 84.87 10.750 6.250 6 Month Libor 1/1/00 Long Beach
7888944 439328.43 79.88 10.750 6.990 6 Month Libor 1/1/00 Long Beach
7889108 115822.95 73.31 10.750 8.150 6 Month Libor 1/1/00 Long Beach
7889132 37043.38 74.84 10.750 6.250 6 Month Libor 1/1/00 Long Beach
7889157 136088.97 50.40 10.750 6.990 6 Month Libor 1/1/00 Long Beach
7890171 101095.47 74.89 10.750 6.500 6 Month Libor 1/1/00 Long Beach
7890411 60307.82 79.35 10.750 6.990 6 Month Libor 7/1/98 Long Beach
7890429 27957.28 66.56 10.750 6.500 6 Month Libor 1/1/00 Long Beach
7891062 156760.36 82.51 10.750 7.900 6 Month Libor 1/1/00 Long Beach
7891187 99847.38 79.88 10.750 5.990 6 Month Libor 1/1/00 Long Beach
7892920 78205.50 79.80 10.750 6.740 6 Month Libor 1/1/00 Long Beach
7893266 119816.84 79.88 10.750 6.990 6 Month Libor 1/1/00 Long Beach
7893704 67396.98 74.89 10.750 6.750 6 Month Libor 7/1/98 Long Beach
7894124 22465.67 74.89 10.750 6.490 6 Month Libor 1/1/00 Long Beach
7894132 75878.47 79.87 10.750 5.990 6 Month Libor 1/1/00 Long Beach
7894355 90811.18 84.87 10.750 5.375 6 Month Libor 1/1/00 Long Beach
7894652 55515.13 79.88 10.750 6.500 6 Month Libor 1/1/00 Long Beach
7895188 103342.05 89.86 10.750 7.490 6 Month Libor 1/1/00 Long Beach
7895964 106037.90 89.86 10.750 6.500 6 Month Libor 1/1/00 Long Beach
7896590 198330.58 74.28 10.750 6.990 6 Month Libor 1/1/00 Long Beach
7896640 98649.19 64.90 10.750 6.990 6 Month Libor 7/1/98 Long Beach
7896681 31947.25 43.39 10.750 8.150 6 Month Libor 1/1/00 Long Beach
7896699 169740.52 77.51 10.750 6.500 6 Month Libor 1/1/00 Long Beach
7897606 53492.48 79.84 10.750 6.000 6 Month Libor 1/1/00 Long Beach
7897614 138527.09 71.41 10.750 6.990 6 Month Libor 1/1/00 Long Beach
7898208 102693.00 84.87 10.750 6.990 6 Month Libor 1/1/00 Long Beach
7898612 92540.72 89.85 10.750 6.990 6 Month Libor 1/1/00 Long Beach
7898844 134993.64 75.84 10.750 7.000 6 Month Libor 1/1/00 Long Beach
7898919 86118.36 72.98 10.750 6.990 6 Month Libor 1/1/00 Long Beach
7899008 126456.71 83.20 10.750 6.500 6 Month Libor 1/1/00 Long Beach
8036790 47926.74 79.88 10.750 6.990 6 Month Libor 1/1/00 Long Beach
7741192 114486.04 84.80 10.770 6.990 6 Month Libor 11/1/99 Long Beach
8030595 85203.99 69.84 10.780 7.490 6 Month Libor 11/1/99 Accred
7669054 122120.30 79.82 10.800 7.100 6 Month Libor 11/1/99 Long Beach
7749088 87433.94 76.03 10.800 5.990 6 Month Libor 12/1/99 Long Beach
7888308 52401.53 69.87 10.850 7.200 6 Month Libor 6/1/98 Long Beach
7889090 73461.95 79.85 10.850 7.950 6 Month Libor 12/1/99 Long Beach
7893472 98103.24 74.89 10.850 6.500 6 Month Libor 7/1/98 Long Beach
8030603 122024.70 89.72 10.870 7.000 6 Month Libor 11/1/99 Accred
8026700 25129.60 78.53 10.875 6.750 6 Month Libor 9/1/99 Accred
8024952 43760.54 72.93 10.875 6.750 6 Month Libor 3/1/99 Accred
8025264 23011.79 60.56 10.875 7.000 6 Month Libor 7/1/99 Accred
8025280 55786.22 79.69 10.875 6.500 6 Month Libor 7/1/99 Accred
8025298 211439.77 74.71 10.875 7.000 6 Month Libor 7/1/99 Accred
8025314 41439.54 79.69 10.875 6.750 6 Month Libor 7/1/99 Accred
8025512 69955.91 79.50 10.875 7.000 6 Month Libor 7/1/99 Accred
8025736 55786.22 65.63 10.875 7.000 6 Month Libor 7/1/99 Accred
8027203 160675.37 89.76 10.875 6.750 6 Month Libor 9/15/99 Accred
7667355 65726.35 74.69 10.875 6.990 6 Month Libor 10/1/99 Long Beach
7741671 67781.57 79.74 10.875 6.990 6 Month Libor 10/1/99 Long Beach
8030074 36930.97 78.58 10.875 6.500 6 Month Libor 12/1/99 Accred
8030116 64023.91 84.80 10.875 7.000 6 Month Libor 12/1/99 Accred
8030132 64279.83 74.74 10.875 6.750 6 Month Libor 12/1/99 Accred
8030264 72142.66 75.94 10.875 6.750 6 Month Libor 12/15/99 Accred
7898737 71893.04 74.89 10.875 6.990 6 Month Libor 1/1/00 Long Beach
7664303 209447.11 43.18 10.880 6.500 6 Month Libor 10/1/99 Long Beach
7663347 95269.58 58.09 10.900 7.500 6 Month Libor 10/1/99 Long Beach
7740251 139633.03 69.82 10.900 6.990 6 Month Libor 10/1/99 Long Beach
7672157 97381.62 78.53 10.900 5.000 6 Month Libor 11/1/99 Long Beach
7894405 146199.54 67.06 10.900 6.990 6 Month Libor 7/1/98 Long Beach
7740269 444915.51 80.75 10.930 6.000 6 Month Libor 9/1/99 Long Beach
8027005 23891.84 20.08 12.450 6.750 6 Month Libor 2/1/98 Accred
7667496 49870.35 76.72 10.950 6.250 6 Month Libor 10/1/99 Long Beach
7746381 103809.09 79.85 10.950 8.100 6 Month Libor 12/1/99 Long Beach
7747538 63632.98 84.84 10.950 6.250 6 Month Libor 12/1/99 Long Beach
7750052 82348.57 74.86 10.950 6.750 6 Month Libor 12/1/99 Long Beach
7892433 31940.77 77.90 10.950 6.500 6 Month Libor 6/1/98 Long Beach
7892789 41482.30 63.82 10.950 8.100 6 Month Libor 7/1/98 Long Beach
7894041 26211.64 74.89 10.950 5.990 6 Month Libor 1/1/00 Long Beach
7897697 134802.66 45.70 10.950 8.500 6 Month Libor 1/1/00 Long Beach
8025330 64359.07 84.68 10.990 6.250 6 Month Libor 7/1/99 Accred
8025546 53350.61 84.68 10.990 6.250 6 Month Libor 7/1/99 Accred
8026064 105796.73 83.97 10.990 6.500 6 Month Libor 8/15/99 Accred
7740061 44711.06 70.97 10.990 6.500 6 Month Libor 9/1/99 Long Beach
8026866 25534.11 79.79 10.990 6.500 6 Month Libor 9/15/99 Accred
7664014 104729.98 74.81 10.990 5.990 6 Month Libor 10/1/99 Long Beach
7664816 117637.84 84.03 10.990 6.500 6 Month Libor 10/1/99 Long Beach
7664840 99658.95 78.47 10.990 5.750 6 Month Libor 10/1/99 Long Beach
7665201 63835.46 79.79 10.990 6.990 6 Month Libor 10/1/99 Long Beach
7666001 55107.95 84.78 10.990 6.500 6 Month Libor 10/1/99 Long Beach
7740830 80446.33 84.68 10.990 5.990 6 Month Libor 10/1/99 Long Beach
7663966 44901.25 68.03 10.990 6.500 6 Month Libor 11/1/99 Long Beach
7664642 35621.69 61.42 10.990 6.500 6 Month Libor 5/1/98 Long Beach
7664857 38059.03 69.20 10.990 6.990 6 Month Libor 11/1/99 Long Beach
7665177 64356.74 64.36 10.990 6.990 6 Month Libor 11/1/99 Long Beach
7665474 112552.53 79.82 10.990 6.990 6 Month Libor 5/1/98 Long Beach
7666183 43903.47 79.82 10.990 6.500 6 Month Libor 11/1/99 Long Beach
7666423 67850.79 84.81 10.990 6.500 6 Month Libor 11/1/99 Long Beach
7666654 197964.76 70.20 11.990 6.500 6 Month Libor 5/1/98 Long Beach
7667132 417041.58 84.76 10.990 6.990 6 Month Libor 11/1/99 Long Beach
7667231 83815.72 66.00 10.990 6.500 6 Month Libor 11/1/99 Long Beach
7667694 258431.82 69.85 10.990 6.500 6 Month Libor 11/1/99 Long Beach
7667744 41906.80 69.84 10.990 6.500 6 Month Libor 11/1/99 Long Beach
7668536 93394.64 77.83 10.990 5.990 6 Month Libor 11/1/99 Long Beach
7668650 97644.42 69.75 10.990 6.750 6 Month Libor 5/1/98 Long Beach
7669393 109758.72 61.66 10.990 6.500 6 Month Libor 11/1/99 Long Beach
7671035 100063.65 83.39 10.990 6.500 6 Month Libor 11/1/99 Long Beach
7671381 19956.15 49.89 10.990 6.500 6 Month Libor 11/1/99 Long Beach
7672256 320894.50 79.82 10.990 6.990 6 Month Libor 11/1/99 Long Beach
7673098 18489.31 75.47 10.990 6.990 6 Month Libor 11/1/99 Long Beach
7673346 75833.27 75.83 10.990 6.250 6 Month Libor 11/1/99 Long Beach
7673551 120135.86 69.85 10.990 6.990 6 Month Libor 5/1/98 Long Beach
7741473 79425.36 79.82 10.990 6.990 6 Month Libor 11/1/99 Long Beach
7741648 68649.06 79.82 10.990 6.990 6 Month Libor 11/1/99 Long Beach
7742240 340449.46 53.20 10.990 6.500 6 Month Libor 11/1/99 Long Beach
7743206 61464.84 69.85 10.990 6.750 6 Month Libor 5/1/98 Long Beach
7743446 97385.89 79.82 10.990 6.500 6 Month Libor 11/1/99 Long Beach
7743685 95789.38 79.82 10.990 6.990 6 Month Libor 5/1/98 Long Beach
7744527 79721.75 73.14 10.990 6.250 6 Month Libor 11/1/99 Long Beach
7745995 260427.44 77.74 10.990 6.990 6 Month Libor 11/1/99 Long Beach
7746100 91798.20 77.80 10.990 6.750 6 Month Libor 11/1/99 Long Beach
7746670 95789.38 66.06 10.990 6.990 6 Month Libor 11/1/99 Long Beach
8029407 149726.48 74.86 10.990 7.250 6 Month Libor 11/15/99 Accred
7741929 56846.27 84.85 10.990 6.990 6 Month Libor 12/1/99 Long Beach
7742331 134754.31 79.27 10.990 6.500 6 Month Libor 12/1/99 Long Beach
7742653 24954.52 67.44 10.990 6.500 6 Month Libor 12/1/99 Long Beach
7743958 63634.01 79.54 10.990 6.500 6 Month Libor 12/1/99 Long Beach
7744725 127267.98 74.86 10.990 6.990 6 Month Libor 12/1/99 Long Beach
7745219 32191.32 73.16 10.990 6.990 6 Month Libor 12/1/99 Long Beach
7745714 112294.78 74.86 10.990 6.740 6 Month Libor 12/1/99 Long Beach
7745748 42322.85 75.58 10.990 6.990 6 Month Libor 12/1/99 Long Beach
7745789 93547.05 74.84 10.990 6.990 6 Month Libor 12/1/99 Long Beach
7746407 197638.98 74.58 10.990 5.750 6 Month Libor 12/1/99 Long Beach
7746555 84046.78 66.70 10.990 6.990 6 Month Libor 12/1/99 Long Beach
7746589 67876.23 79.85 10.990 5.990 6 Month Libor 12/1/99 Long Beach
7746654 22047.64 84.80 10.990 5.500 6 Month Libor 12/1/99 Long Beach
7746704 52404.48 69.87 10.990 5.990 6 Month Libor 12/1/99 Long Beach
7746829 58693.01 69.87 10.990 5.990 6 Month Libor 12/1/99 Long Beach
7746860 60789.19 69.87 10.990 5.990 6 Month Libor 12/1/99 Long Beach
7747132 104808.89 74.86 10.990 6.750 6 Month Libor 12/1/99 Long Beach
7747389 80590.72 73.26 10.990 6.990 6 Month Libor 6/1/98 Long Beach
7747454 62286.44 79.85 10.990 5.990 6 Month Libor 12/1/99 Long Beach
7747546 107244.51 78.28 10.990 6.500 6 Month Libor 12/1/99 Long Beach
7747793 90825.97 69.87 10.990 5.990 6 Month Libor 12/1/99 Long Beach
7748171 61388.11 74.41 10.990 6.500 6 Month Libor 12/1/99 Long Beach
7748239 45816.48 84.85 10.990 6.500 6 Month Libor 12/1/99 Long Beach
7748320 85660.71 84.81 10.990 6.750 6 Month Libor 12/1/99 Long Beach
7748353 43520.67 79.85 10.990 6.500 6 Month Libor 12/1/99 Long Beach
7748361 243555.95 79.85 10.990 6.990 6 Month Libor 6/1/98 Long Beach
7748676 78450.71 74.71 10.990 6.750 6 Month Libor 12/1/99 Long Beach
7749112 199636.02 79.85 10.990 7.990 6 Month Libor 12/1/99 Long Beach
7749690 109400.54 74.42 10.990 6.750 6 Month Libor 12/1/99 Long Beach
7750391 59831.90 33.06 10.990 6.990 6 Month Libor 6/1/98 Long Beach
7750524 98819.84 68.15 10.990 6.990 6 Month Libor 6/1/98 Long Beach
7888589 153719.78 66.83 10.990 6.990 6 Month Libor 6/1/98 Long Beach
7889355 148928.47 82.74 10.990 7.750 6 Month Libor 12/1/99 Long Beach
7889827 32191.32 71.54 10.990 6.750 6 Month Libor 12/1/99 Long Beach
7890213 65879.92 74.86 10.990 6.990 6 Month Libor 12/1/99 Long Beach
7891930 78606.04 74.86 10.990 7.000 6 Month Libor 12/1/99 Long Beach
8030496 306754.81 79.26 10.990 7.000 6 Month Libor 12/15/99 Accred
7887854 113035.97 79.05 10.990 6.990 6 Month Libor 1/1/00 Long Beach
7888118 230016.18 81.86 10.990 6.990 6 Month Libor 1/1/00 Long Beach
7888506 47930.40 77.31 10.990 5.000 6 Month Libor 1/1/00 Long Beach
7888837 85675.63 64.91 10.990 6.990 6 Month Libor 1/1/00 Long Beach
7888969 33795.54 67.59 10.990 7.000 6 Month Libor 1/1/00 Long Beach
7889397 140046.78 84.88 10.990 6.990 6 Month Libor 1/1/00 Long Beach
7889629 59413.79 84.88 10.990 6.990 6 Month Libor 1/1/00 Long Beach
7889835 87372.81 69.34 10.990 6.990 6 Month Libor 1/1/00 Long Beach
7890023 59384.70 69.86 10.990 6.500 6 Month Libor 1/1/00 Long Beach
7890304 89569.99 64.91 10.990 6.990 6 Month Libor 7/1/98 Long Beach
7890601 36670.91 79.72 10.990 6.750 6 Month Libor 1/1/00 Long Beach
7890825 199710.15 62.41 10.990 6.500 6 Month Libor 1/1/00 Long Beach
7892227 56418.11 81.77 10.990 7.250 6 Month Libor 1/1/00 Long Beach
7893613 139797.15 79.43 10.990 6.750 6 Month Libor 1/1/00 Long Beach
7894488 111513.18 74.59 10.990 6.750 6 Month Libor 1/1/00 Long Beach
7894843 41504.76 83.01 10.990 6.990 6 Month Libor 1/1/00 Long Beach
7895014 144789.88 73.50 10.990 6.990 6 Month Libor 7/1/98 Long Beach
7895030 51924.62 77.50 10.990 6.990 6 Month Libor 1/1/00 Long Beach
7895311 87373.21 69.90 10.990 6.990 6 Month Libor 1/1/00 Long Beach
7895808 30955.06 46.90 10.990 6.990 6 Month Libor 1/1/00 Long Beach
7895840 144789.88 60.33 10.990 6.990 6 Month Libor 1/1/00 Long Beach
7896228 78286.39 79.88 10.990 5.500 6 Month Libor 1/1/00 Long Beach
7896418 87248.38 73.94 10.990 6.990 6 Month Libor 1/1/00 Long Beach
7897051 121323.95 89.87 10.990 6.250 6 Month Libor 7/1/98 Long Beach
7897101 86998.76 84.88 10.990 6.990 6 Month Libor 1/1/00 Long Beach
7897507 108592.40 74.89 10.990 6.750 6 Month Libor 1/1/00 Long Beach
7897762 84577.24 69.90 10.990 6.990 6 Month Libor 1/1/00 Long Beach
7898224 68700.29 73.87 10.990 6.750 6 Month Libor 1/1/00 Long Beach
7898265 279485.43 64.40 10.990 7.500 6 Month Libor 1/1/00 Long Beach
7898505 213440.23 74.89 10.990 6.990 6 Month Libor 7/1/98 Long Beach
7898562 54171.36 69.90 10.990 6.750 6 Month Libor 1/1/00 Long Beach
7898703 136234.92 69.86 10.990 6.990 6 Month Libor 1/1/00 Long Beach
7898851 76819.88 68.90 10.990 6.990 6 Month Libor 1/1/00 Long Beach
7898893 115329.76 74.89 10.990 6.990 6 Month Libor 1/1/00 Long Beach
8036741 124818.85 70.12 10.990 6.750 6 Month Libor 1/1/00 Long Beach
7889694 153627.49 84.88 10.999 6.500 6 Month Libor 1/1/00 Long Beach
8028516 42562.87 78.82 12.500 8.000 6 Month Libor 2/1/98 Accred
8026353 56632.68 63.28 11.000 6.750 6 Month Libor 8/15/99 Accred
7740863 74779.10 63.91 11.000 7.500 6 Month Libor 9/1/99 Long Beach
8027039 51866.58 64.83 11.000 7.250 6 Month Libor 9/15/99 Accred
8027070 38282.27 59.82 11.000 7.000 6 Month Libor 3/15/98 Accred
8027534 192454.95 84.78 11.000 6.750 6 Month Libor 10/1/99 Accred
8027815 55853.37 78.67 11.000 6.500 6 Month Libor 10/1/99 Accred
8028391 120236.22 89.73 11.000 6.750 6 Month Libor 10/15/99 Accred
7663743 41908.02 58.21 11.000 6.800 6 Month Libor 11/1/99 Long Beach
7665748 42087.66 73.84 11.000 6.500 6 Month Libor 11/1/99 Long Beach
7667843 127220.91 84.81 11.000 6.500 6 Month Libor 11/1/99 Long Beach
7668346 93494.87 65.04 11.000 7.250 6 Month Libor 11/1/99 Long Beach
7669427 170550.83 89.76 11.000 5.750 6 Month Libor 11/1/99 Long Beach
7670474 578614.72 79.81 11.000 6.990 6 Month Libor 11/1/99 Long Beach
7673270 119351.74 92.37 11.000 6.990 6 Month Libor 5/1/98 Long Beach
7743545 413492.86 69.85 11.000 6.990 6 Month Libor 11/1/99 Long Beach
7888209 45649.84 60.87 11.000 7.500 6 Month Libor 5/1/98 Long Beach
8028615 226889.61 69.81 11.000 7.250 6 Month Libor 11/1/99 Accred
8029076 141290.03 88.86 11.000 6.750 6 Month Libor 11/1/99 Accred
8029191 87669.15 79.70 11.000 7.000 6 Month Libor 11/1/99 Accred
8029225 27888.84 64.86 11.000 7.000 6 Month Libor 11/1/99 Accred
8029688 115789.34 79.85 11.000 7.000 6 Month Libor 11/15/99 Accred
7743248 88638.77 79.85 11.000 6.000 6 Month Libor 12/1/99 Long Beach
7743388 67876.52 73.78 11.000 6.500 6 Month Libor 12/1/99 Long Beach
7746357 73715.91 69.87 11.000 7.250 6 Month Libor 12/1/99 Long Beach
7746803 49853.74 47.25 11.000 5.500 6 Month Libor 12/1/99 Long Beach
7747801 93028.81 76.25 11.000 6.990 6 Month Libor 12/1/99 Long Beach
7749039 66254.50 75.29 11.000 5.990 6 Month Libor 12/1/99 Long Beach
7749484 85314.77 74.84 11.000 6.990 6 Month Libor 12/1/99 Long Beach
7750003 499092.08 74.49 11.000 6.750 6 Month Libor 12/1/99 Long Beach
7887839 101727.04 79.79 11.000 7.200 6 Month Libor 12/1/99 Long Beach
7888258 79804.84 79.80 11.000 6.990 6 Month Libor 12/1/99 Long Beach
7891112 74264.89 79.85 11.000 6.500 6 Month Libor 12/1/99 Long Beach
7891856 98745.34 74.81 11.000 6.500 6 Month Libor 12/1/99 Long Beach
7894637 55998.15 84.85 11.000 7.000 6 Month Libor 12/1/99 Long Beach
8030512 26960.94 59.91 11.000 7.250 6 Month Libor 12/15/99 Accred
7889645 46682.40 79.80 11.000 6.500 6 Month Libor 1/1/00 Long Beach
7890957 112037.74 80.03 11.000 6.500 6 Month Libor 1/1/00 Long Beach
7892565 109741.11 69.90 11.000 7.750 6 Month Libor 7/1/98 Long Beach
7894793 59913.26 74.89 11.000 6.990 6 Month Libor 1/1/00 Long Beach
7894801 64406.73 74.89 11.000 6.990 6 Month Libor 1/1/00 Long Beach
7896517 118827.94 69.90 11.000 6.990 6 Month Libor 7/1/98 Long Beach
7896954 55919.03 79.88 11.000 6.990 6 Month Libor 1/1/00 Long Beach
7897127 223676.11 69.90 11.000 6.500 6 Month Libor 1/1/00 Long Beach
7898786 55170.11 78.81 11.000 6.500 6 Month Libor 1/1/00 Long Beach
7898877 55919.03 57.65 11.000 6.990 6 Month Libor 1/1/00 Long Beach
8028490 46032.27 56.14 11.027 8.027 6 Month Libor 10/1/99 Accred
7893175 377465.12 69.90 11.100 7.850 6 Month Libor 7/1/98 Long Beach
7898091 479320.81 79.89 11.100 7.600 6 Month Libor 1/1/00 Long Beach
8025967 83159.55 88.94 11.125 6.750 6 Month Libor 8/1/99 Accred
8026213 129311.28 74.75 11.125 7.000 6 Month Libor 8/15/99 Accred
8026379 104634.88 74.74 11.125 6.500 6 Month Libor 8/15/99 Accred
8026577 64413.57 84.75 11.125 6.500 6 Month Libor 8/15/99 Accred
8026460 84356.84 89.74 11.125 6.750 6 Month Libor 9/1/99 Accred
8027286 165695.11 84.54 11.125 6.750 6 Month Libor 9/15/99 Accred
8028003 70249.96 79.83 11.125 6.750 6 Month Libor 10/15/99 Accred
8027708 155218.57 70.55 11.125 6.750 6 Month Libor 11/1/99 Accred
8028680 63763.83 79.70 11.125 7.250 6 Month Libor 11/1/99 Accred
8029126 183607.92 79.83 11.125 7.250 6 Month Libor 11/1/99 Accred
8029209 104814.43 42.61 11.125 6.750 6 Month Libor 11/15/99 Accred
7890346 80607.59 84.85 11.135 7.500 6 Month Libor 12/1/99 Long Beach
7741010 52589.05 79.08 11.150 5.000 6 Month Libor 10/1/99 Long Beach
7741713 158979.00 84.56 11.150 5.500 6 Month Libor 10/1/99 Long Beach
7665573 83971.68 84.82 11.150 6.990 6 Month Libor 5/1/98 Long Beach
7669039 62167.97 69.85 11.150 5.500 6 Month Libor 11/1/99 Long Beach
7742737 48714.24 79.86 11.150 6.500 6 Month Libor 12/1/99 Long Beach
7892391 81838.16 74.40 11.200 7.000 6 Month Libor 8/1/99 Long Beach
7743354 101786.14 84.12 11.200 7.990 6 Month Libor 11/1/99 Long Beach
8030033 72099.21 84.82 11.220 8.220 6 Month Libor 11/1/99 Accred
8025611 37566.91 64.77 11.240 7.750 6 Month Libor 7/1/99 Accred
8025207 94426.27 81.40 11.250 6.250 6 Month Libor 7/1/99 Accred
7663008 171470.08 72.97 11.250 6.250 6 Month Libor 9/1/99 Long Beach
8026502 186975.87 79.56 11.250 6.250 6 Month Libor 9/1/99 Accred
7740475 68084.07 64.84 11.250 6.500 6 Month Libor 10/1/99 Long Beach
8028417 277523.28 89.52 11.250 6.500 6 Month Libor 10/15/99 Accred
7663289 89812.47 77.76 11.250 5.990 6 Month Libor 11/1/99 Long Beach
7666068 29937.78 66.53 11.250 6.500 6 Month Libor 11/1/99 Long Beach
7668155 70362.76 64.55 11.250 6.500 6 Month Libor 11/1/99 Long Beach
7668809 58346.24 74.80 11.250 6.990 6 Month Libor 11/1/99 Long Beach
7670029 44906.67 69.09 11.250 6.500 6 Month Libor 11/1/99 Long Beach
7670177 119751.18 74.84 11.250 6.500 6 Month Libor 11/1/99 Long Beach
7670409 86220.83 79.83 11.250 6.990 6 Month Libor 11/1/99 Long Beach
7670862 72579.17 74.82 11.250 6.500 6 Month Libor 11/1/99 Long Beach
7742356 30686.26 74.84 11.250 6.250 6 Month Libor 11/1/99 Long Beach
7740020 52709.15 79.86 11.250 5.990 6 Month Libor 12/1/99 Long Beach
7741549 21562.85 59.90 11.250 6.990 6 Month Libor 6/1/98 Long Beach
7741739 53248.25 68.27 11.250 6.250 6 Month Libor 12/1/99 Long Beach
7743842 31047.77 64.68 11.250 6.990 6 Month Libor 6/1/98 Long Beach
7746373 58000.03 69.88 11.250 5.250 6 Month Libor 12/1/99 Long Beach
7746720 179690.40 74.25 11.250 7.000 6 Month Libor 12/1/99 Long Beach
7746787 74771.20 69.88 11.250 6.850 6 Month Libor 12/1/99 Long Beach
7748460 174797.45 84.85 11.250 6.500 6 Month Libor 12/1/99 Long Beach
7749062 148244.59 89.85 11.250 6.250 6 Month Libor 12/1/99 Long Beach
7749856 57426.05 74.58 11.250 6.500 6 Month Libor 12/1/99 Long Beach
7750342 145998.44 74.87 11.250 6.500 6 Month Libor 6/1/98 Long Beach
7888167 42676.49 74.87 11.250 6.990 6 Month Libor 12/1/99 Long Beach
7888191 43924.29 78.44 11.250 6.990 6 Month Libor 6/1/98 Long Beach
7888688 88552.57 79.06 11.250 6.990 6 Month Libor 12/1/99 Long Beach
7891260 35938.11 79.86 11.250 6.250 6 Month Libor 12/1/99 Long Beach
7891716 28650.64 69.88 11.250 7.000 6 Month Libor 12/1/99 Long Beach
7892656 53108.50 79.86 11.250 5.500 6 Month Libor 12/1/99 Long Beach
7893225 102223.89 79.86 11.250 6.990 6 Month Libor 12/1/99 Long Beach
7887946 107352.75 49.93 11.250 6.990 6 Month Libor 1/1/00 Long Beach
7888852 29209.02 64.91 11.250 6.500 6 Month Libor 1/1/00 Long Beach
7889272 29958.91 67.32 11.250 7.750 6 Month Libor 1/1/00 Long Beach
7889777 99263.88 69.42 11.250 6.750 6 Month Libor 1/1/00 Long Beach
7891393 43340.56 61.92 11.250 6.990 6 Month Libor 1/1/00 Long Beach
7891864 89477.29 79.89 11.250 6.990 6 Month Libor 1/1/00 Long Beach
7893464 44788.58 64.91 11.250 6.990 6 Month Libor 1/1/00 Long Beach
7895113 126226.91 79.89 11.250 6.500 6 Month Libor 1/1/00 Long Beach
7895477 91874.00 79.89 11.250 6.990 6 Month Libor 1/1/00 Long Beach
7897689 42299.79 79.81 11.250 7.000 6 Month Libor 1/1/00 Long Beach
7898323 110847.03 67.18 11.250 7.750 6 Month Libor 1/1/00 Long Beach
7740228 38892.35 64.82 11.300 6.990 6 Month Libor 9/1/99 Long Beach
7667488 49879.78 79.81 11.300 6.250 6 Month Libor 10/1/99 Long Beach
7671514 42328.00 75.59 11.300 6.500 6 Month Libor 11/1/99 Long Beach
7748023 127882.07 77.04 11.300 6.000 6 Month Libor 6/1/98 Long Beach
7888662 26952.82 74.87 11.300 6.990 6 Month Libor 12/1/99 Long Beach
7888605 65573.30 72.86 11.300 6.500 6 Month Libor 1/1/00 Long Beach
7746761 63892.29 75.17 11.350 5.990 6 Month Libor 12/1/99 Long Beach
8030728 92976.54 69.91 11.370 7.250 6 Month Libor 12/15/99 Accred
8025405 135334.40 69.76 11.375 7.500 6 Month Libor 7/1/99 Accred
8025470 35831.89 76.24 11.375 6.500 6 Month Libor 7/1/99 Accred
8025959 46357.15 73.58 11.375 7.250 6 Month Libor 8/1/99 Accred
8030322 39933.03 54.70 11.375 7.625 6 Month Libor 12/1/99 Accred
7887706 129914.15 89.60 11.450 8.173 6 Month Libor 4/1/99 Long Beach
7742059 28730.81 77.65 11.450 6.500 6 Month Libor 10/1/99 Long Beach
7667223 36677.67 69.86 11.490 6.990 6 Month Libor 5/1/98 Long Beach
7667439 106290.36 62.52 11.490 6.750 6 Month Libor 11/1/99 Long Beach
7670078 82337.62 74.85 11.490 6.500 6 Month Libor 11/1/99 Long Beach
7670839 127997.56 74.85 11.490 6.990 6 Month Libor 11/1/99 Long Beach
7673288 123755.91 84.76 11.490 6.990 6 Month Libor 11/1/99 Long Beach
7744436 95811.04 74.85 11.490 6.990 6 Month Libor 11/1/99 Long Beach
8036766 95012.63 69.86 11.490 6.750 6 Month Libor 11/1/99 Long Beach
7740533 37139.30 79.87 11.490 6.500 6 Month Libor 6/1/98 Long Beach
7743198 152750.24 80.39 11.490 6.990 6 Month Libor 12/1/99 Long Beach
7744543 47522.28 69.89 11.490 6.990 6 Month Libor 6/1/98 Long Beach
7747413 86653.88 69.88 11.490 6.500 6 Month Libor 12/1/99 Long Beach
7749427 69452.21 79.83 11.490 6.750 6 Month Libor 12/1/99 Long Beach
7889868 85457.18 79.87 11.490 6.500 6 Month Libor 12/1/99 Long Beach
7890072 37418.22 74.84 11.490 6.990 6 Month Libor 12/1/99 Long Beach
7889041 58723.59 69.91 11.490 6.990 6 Month Libor 7/1/98 Long Beach
7890387 160790.76 71.46 11.490 6.990 6 Month Libor 7/1/98 Long Beach
7896426 54327.14 64.68 11.490 6.990 6 Month Libor 1/1/00 Long Beach
7898018 97362.87 73.76 11.490 6.750 6 Month Libor 1/1/00 Long Beach
7898984 81493.93 77.61 11.490 6.500 6 Month Libor 1/1/00 Long Beach
7899412 51932.44 64.92 11.490 6.750 6 Month Libor 7/1/98 Long Beach
8029241 34309.91 74.59 11.500 7.000 6 Month Libor 11/15/99 Accred
8025173 29880.62 31.96 11.500 7.250 6 Month Libor 7/1/99 Accred
8026999 95546.68 78.96 11.500 7.000 6 Month Libor 9/1/99 Accred
7740053 149255.54 79.82 11.500 6.990 6 Month Libor 10/1/99 Long Beach
7741275 54194.90 79.82 11.500 6.510 6 Month Libor 10/1/99 Long Beach
7741523 40309.65 79.82 12.500 6.990 6 Month Libor 4/1/98 Long Beach
8028300 52370.44 74.81 11.500 7.000 6 Month Libor 10/15/99 Accred
7666555 75596.48 74.85 11.500 6.990 6 Month Libor 11/1/99 Long Beach
7667868 56139.51 74.85 11.500 5.500 6 Month Libor 11/1/99 Long Beach
7668759 62876.30 59.88 11.500 6.990 6 Month Libor 11/1/99 Long Beach
7671068 81040.51 69.86 11.500 6.500 6 Month Libor 5/1/98 Long Beach
7671084 30939.12 49.50 11.500 6.990 6 Month Libor 11/1/99 Long Beach
7671845 143717.17 79.84 11.500 6.500 6 Month Libor 11/1/99 Long Beach
7672363 44163.31 71.23 11.500 6.500 6 Month Libor 11/1/99 Long Beach
7672942 99903.39 69.86 11.500 6.990 6 Month Libor 11/1/99 Long Beach
7673502 90771.36 84.83 11.500 6.990 6 Month Libor 11/1/99 Long Beach
7744949 84833.04 84.83 11.500 6.990 6 Month Libor 11/1/99 Long Beach
7747181 89074.67 74.85 11.500 6.990 6 Month Libor 11/1/99 Long Beach
8029084 30689.58 74.85 11.500 7.000 6 Month Libor 11/1/99 Accred
8029548 90172.84 79.87 11.500 7.250 6 Month Libor 11/15/99 Accred
7740517 73666.28 69.50 11.500 5.500 6 Month Libor 6/1/98 Long Beach
7742083 76874.60 69.89 11.500 6.500 6 Month Libor 6/1/98 Long Beach
7743479 104828.95 69.89 11.500 8.250 6 Month Libor 6/1/98 Long Beach
7743586 24959.29 36.70 11.500 6.500 6 Month Libor 12/1/99 Long Beach
7745102 140490.79 79.82 11.500 5.990 6 Month Libor 12/1/99 Long Beach
7745326 101085.07 74.88 11.500 5.990 6 Month Libor 12/1/99 Long Beach
7745599 80618.48 73.29 11.500 6.500 6 Month Libor 12/1/99 Long Beach
7745730 31448.69 49.92 11.500 6.990 6 Month Libor 12/1/99 Long Beach
7748411 44127.99 64.89 11.500 6.990 6 Month Libor 12/1/99 Long Beach
7748536 162484.91 74.88 11.500 6.990 6 Month Libor 12/1/99 Long Beach
7748684 54511.05 69.89 11.500 6.990 6 Month Libor 12/1/99 Long Beach
7749419 111794.51 69.87 11.500 6.990 6 Month Libor 12/1/99 Long Beach
7749534 49918.54 49.92 11.500 5.990 6 Month Libor 12/1/99 Long Beach
7749799 73378.09 69.88 11.500 6.990 6 Month Libor 12/1/99 Long Beach
7749831 33524.88 69.84 11.500 6.990 6 Month Libor 12/1/99 Long Beach
7750946 69485.21 79.87 11.500 6.500 6 Month Libor 12/1/99 Long Beach
7888530 32197.45 67.08 11.500 6.990 6 Month Libor 6/1/98 Long Beach
7893506 29550.12 79.87 11.500 6.990 6 Month Libor 12/1/99 Long Beach
7893589 33096.02 84.86 11.500 6.990 6 Month Libor 12/1/99 Long Beach
8030157 32929.37 72.53 11.500 7.000 6 Month Libor 12/1/99 Accred
8030629 51933.49 79.90 11.500 7.250 6 Month Libor 12/15/99 Accred
7888555 61669.94 64.92 11.500 7.500 6 Month Libor 1/1/00 Long Beach
7889231 65514.94 79.90 11.500 8.000 6 Month Libor 1/1/00 Long Beach
7890080 73404.69 74.90 11.500 6.990 6 Month Libor 1/1/00 Long Beach
7890510 74653.07 64.92 11.500 6.990 6 Month Libor 7/1/98 Long Beach
7890676 57725.04 84.89 11.500 6.990 6 Month Libor 1/1/00 Long Beach
7891997 47937.74 77.95 11.500 6.990 6 Month Libor 1/1/00 Long Beach
7892714 38200.39 83.04 11.500 6.990 6 Month Libor 1/1/00 Long Beach
7892730 55427.63 74.90 11.500 6.250 6 Month Libor 1/1/00 Long Beach
7892888 29958.09 53.50 11.500 8.000 6 Month Libor 1/1/00 Long Beach
7894660 65513.81 79.89 11.500 6.250 6 Month Libor 1/1/00 Long Beach
7894686 45917.14 72.88 11.500 6.990 6 Month Libor 1/1/00 Long Beach
7894819 109857.36 75.76 11.500 6.990 6 Month Libor 1/1/00 Long Beach
7894959 29361.86 69.91 11.500 6.990 6 Month Libor 1/1/00 Long Beach
7895329 89883.30 74.90 11.500 6.990 6 Month Libor 7/1/98 Long Beach
7895410 44991.56 84.89 11.500 6.990 6 Month Libor 7/1/98 Long Beach
7895642 98871.61 81.04 11.500 6.250 6 Month Libor 1/1/00 Long Beach
7897010 29561.60 79.90 11.500 6.500 6 Month Libor 1/1/00 Long Beach
7897655 61794.77 72.70 11.500 6.990 6 Month Libor 1/1/00 Long Beach
7898133 49204.92 74.89 11.500 6.000 6 Month Libor 1/1/00 Long Beach
7898349 72006.50 69.91 11.500 6.750 6 Month Libor 1/1/00 Long Beach
7898356 77599.22 69.91 11.500 6.750 6 Month Libor 1/1/00 Long Beach
8029019 87453.88 64.78 11.525 7.125 6 Month Libor 11/1/99 Accred
7669286 72939.54 69.87 11.600 7.200 6 Month Libor 11/1/99 Long Beach
8026916 41307.02 82.61 11.615 5.844 6 Month Libor 9/15/99 Accred
7671449 69738.72 65.79 11.625 6.500 6 Month Libor 11/1/99 Long Beach
8027724 56311.17 70.39 11.625 6.750 6 Month Libor 11/1/99 Accred
8029118 161600.51 89.78 11.625 6.750 6 Month Libor 11/1/99 Accred
8029530 107828.81 79.87 11.625 7.250 6 Month Libor 11/15/99 Accred
8030231 46940.67 44.71 11.625 7.500 6 Month Libor 12/15/99 Accred
8030561 121346.68 89.89 11.625 6.750 6 Month Libor 12/15/99 Accred
7672678 41171.61 74.86 11.650 7.250 6 Month Libor 11/1/99 Long Beach
7742927 52400.21 69.87 11.650 7.250 6 Month Libor 5/1/98 Long Beach
8028904 158295.57 67.36 11.700 7.000 6 Month Libor 10/1/99 Accred
7747223 94728.37 74.88 11.740 7.500 6 Month Libor 12/1/99 Long Beach
8027021 26481.94 24.07 11.750 8.735 6 Month Libor 8/1/99 Accred
7666753 58502.91 68.83 11.750 6.750 6 Month Libor 4/1/98 Long Beach
8024887 23235.86 59.58 13.250 7.435 6 Month Libor 3/1/97 Accred
7665185 30732.83 62.72 11.750 6.990 6 Month Libor 10/1/99 Long Beach
7740152 59843.16 79.79 11.750 5.500 6 Month Libor 10/1/99 Long Beach
7740988 65857.98 62.72 12.750 7.990 6 Month Libor 4/1/98 Long Beach
7741176 62862.64 69.08 11.750 6.990 6 Month Libor 4/1/98 Long Beach
7663065 75081.67 73.61 11.750 6.500 6 Month Libor 11/1/99 Long Beach
7664998 36681.43 63.24 11.750 6.500 6 Month Libor 11/1/99 Long Beach
7665078 88734.66 69.87 11.750 6.990 6 Month Libor 5/1/98 Long Beach
7665219 98217.01 78.57 11.750 6.500 6 Month Libor 11/1/99 Long Beach
7665995 92627.44 79.85 11.750 6.990 6 Month Libor 5/1/98 Long Beach
7666639 61086.19 84.84 11.750 6.990 6 Month Libor 11/1/99 Long Beach
7667090 127262.88 74.86 11.750 6.500 6 Month Libor 11/1/99 Long Beach
7667108 51102.65 78.62 11.750 6.250 6 Month Libor 11/1/99 Long Beach
7667124 23955.36 59.89 11.750 6.500 6 Month Libor 11/1/99 Long Beach
7668437 43854.55 62.65 11.750 6.500 6 Month Libor 11/1/99 Long Beach
7669112 44912.59 74.85 11.750 6.500 6 Month Libor 11/1/99 Long Beach
7669138 47511.47 79.19 11.750 6.500 6 Month Libor 11/1/99 Long Beach
7669450 71866.07 79.85 11.750 7.250 6 Month Libor 11/1/99 Long Beach
7669567 105499.08 69.87 11.750 6.990 6 Month Libor 11/1/99 Long Beach
7670003 19962.80 39.93 11.750 6.500 6 Month Libor 5/1/98 Long Beach
7671217 22458.14 72.45 11.750 6.500 6 Month Libor 11/1/99 Long Beach
7671589 47086.31 74.74 11.750 6.500 6 Month Libor 11/1/99 Long Beach
7673122 104804.74 66.75 11.750 6.000 6 Month Libor 11/1/99 Long Beach
7742521 107799.18 79.85 11.750 6.500 6 Month Libor 11/1/99 Long Beach
7743008 100562.65 64.88 11.750 6.990 6 Month Libor 11/1/99 Long Beach
7887870 168086.82 79.85 11.750 6.500 6 Month Libor 11/1/99 Long Beach
7742455 39938.35 56.25 11.750 6.500 6 Month Libor 12/1/99 Long Beach
7742646 299537.37 74.88 11.750 6.500 6 Month Libor 12/1/99 Long Beach
7743313 23863.14 53.03 11.750 6.990 6 Month Libor 6/1/98 Long Beach
7743461 111952.09 73.90 11.750 6.500 6 Month Libor 12/1/99 Long Beach
7745086 33697.94 70.20 11.750 6.990 6 Month Libor 6/1/98 Long Beach
7745896 38440.65 69.89 11.750 6.990 6 Month Libor 12/1/99 Long Beach
7749336 187180.72 74.87 11.750 6.990 6 Month Libor 12/1/99 Long Beach
7749625 93605.39 74.29 11.750 5.250 6 Month Libor 6/1/98 Long Beach
7887979 55905.07 79.86 11.750 6.990 6 Month Libor 12/1/99 Long Beach
7888928 239629.93 79.88 11.750 6.500 6 Month Libor 12/1/99 Long Beach
7891328 21466.86 49.92 11.750 7.250 6 Month Libor 12/1/99 Long Beach
7887672 72660.67 71.94 11.750 6.500 6 Month Libor 7/1/98 Long Beach
7888068 49439.22 69.63 11.750 6.500 6 Month Libor 1/1/00 Long Beach
7888084 16230.05 64.92 11.750 6.500 6 Month Libor 1/1/00 Long Beach
7888092 27964.90 69.91 11.750 6.500 6 Month Libor 1/1/00 Long Beach
7889165 32304.39 64.61 11.750 7.750 6 Month Libor 7/1/98 Long Beach
7889488 64981.62 73.84 11.750 6.500 6 Month Libor 1/1/00 Long Beach
7890841 29214.10 64.92 11.750 6.750 6 Month Libor 7/1/98 Long Beach
7892318 41249.29 69.91 11.750 7.500 6 Month Libor 7/1/98 Long Beach
7895071 78104.00 84.90 11.750 6.990 6 Month Libor 1/1/00 Long Beach
7895931 131438.45 65.72 11.750 6.990 6 Month Libor 7/1/98 Long Beach
7898463 58053.64 73.49 11.750 6.500 6 Month Libor 1/1/00 Long Beach
8027013 34702.45 58.82 11.850 7.750 6 Month Libor 8/1/99 Accred
7742281 78281.74 69.89 11.850 6.990 6 Month Libor 12/1/99 Long Beach
8027641 46450.56 69.85 11.875 7.250 6 Month Libor 10/1/99 Accred
8028698 34314.83 62.39 11.875 7.250 6 Month Libor 10/1/99 Accred
7897374 75909.74 79.90 11.900 6.500 6 Month Libor 1/1/00 Long Beach
8025629 63456.78 84.61 11.990 6.500 6 Month Libor 7/15/99 Accred
7664964 44022.20 69.88 11.990 6.990 6 Month Libor 5/1/98 Long Beach
7668767 42110.56 61.03 11.990 6.990 6 Month Libor 11/1/99 Long Beach
7668841 244567.77 69.88 11.990 8.490 6 Month Libor 11/1/99 Long Beach
7670565 27943.74 77.62 11.990 6.500 6 Month Libor 11/1/99 Long Beach
7671480 143416.27 59.76 11.990 6.750 6 Month Libor 5/1/98 Long Beach
7672462 63440.07 72.09 11.990 6.750 6 Month Libor 11/1/99 Long Beach
7741861 49911.80 41.59 11.990 7.250 6 Month Libor 11/1/99 Long Beach
7888464 68877.50 59.89 11.990 6.500 6 Month Libor 5/1/98 Long Beach
8029894 47879.85 74.23 11.990 7.000 6 Month Libor 11/15/99 Accred
7743172 37045.05 68.60 11.990 6.990 6 Month Libor 12/1/99 Long Beach
7744030 81081.22 79.49 11.990 6.500 6 Month Libor 12/1/99 Long Beach
7744550 80032.55 69.90 11.990 7.250 6 Month Libor 12/1/99 Long Beach
7744709 76887.36 69.90 11.990 6.990 6 Month Libor 12/1/99 Long Beach
7746274 39941.48 24.96 11.990 6.500 6 Month Libor 12/1/99 Long Beach
7747686 53920.99 79.88 11.990 6.990 6 Month Libor 12/1/99 Long Beach
7748346 90866.87 79.01 11.990 6.990 6 Month Libor 12/1/99 Long Beach
7749583 38460.72 73.96 11.990 6.250 6 Month Libor 12/1/99 Long Beach
7888720 104846.38 73.84 11.990 6.750 6 Month Libor 6/1/98 Long Beach
7890536 62435.57 50.97 11.990 6.000 6 Month Libor 12/1/99 Long Beach
7890759 89868.28 74.89 11.990 6.990 6 Month Libor 12/1/99 Long Beach
7891641 168188.59 58.00 11.990 6.990 6 Month Libor 12/1/99 Long Beach
7888282 88296.68 64.92 11.990 6.990 6 Month Libor 1/1/00 Long Beach
7890478 48942.96 69.92 11.990 7.000 6 Month Libor 1/1/00 Long Beach
7892110 84551.43 79.77 11.990 6.990 6 Month Libor 1/1/00 Long Beach
7893159 35121.93 79.82 11.990 6.990 6 Month Libor 1/1/00 Long Beach
7894587 52438.86 74.91 11.990 6.750 6 Month Libor 1/1/00 Long Beach
7895360 37456.34 74.91 11.990 6.990 6 Month Libor 1/1/00 Long Beach
7896095 44947.61 74.91 11.990 6.990 6 Month Libor 1/1/00 Long Beach
7896749 68719.88 79.91 11.990 6.990 6 Month Libor 1/1/00 Long Beach
7897044 30064.96 54.66 11.990 6.500 6 Month Libor 1/1/00 Long Beach
7897432 73920.49 64.84 11.990 6.750 6 Month Libor 1/1/00 Long Beach
7897481 85899.89 51.13 11.990 6.990 6 Month Libor 1/1/00 Long Beach
7897952 51939.46 79.91 11.990 6.750 6 Month Libor 1/1/00 Long Beach
7898539 22773.44 59.93 11.990 6.990 6 Month Libor 1/1/00 Long Beach
7893340 26885.17 48.01 12.000 6.750 6 Month Libor 7/1/98 Long Beach
8025454 79680.73 79.68 12.000 7.250 6 Month Libor 7/1/99 Accred
8027898 48898.79 69.86 12.000 7.250 6 Month Libor 10/1/99 Accred
7670227 94333.60 74.28 12.000 6.990 6 Month Libor 5/1/98 Long Beach
7741341 77862.68 58.54 12.000 6.990 6 Month Libor 11/1/99 Long Beach
8028805 66283.11 77.52 12.000 7.000 6 Month Libor 11/1/99 Accred
7748627 52423.38 74.89 12.000 6.990 6 Month Libor 12/1/99 Long Beach
7751001 79883.24 79.88 12.000 7.500 6 Month Libor 12/1/99 Long Beach
8029886 111836.52 65.79 12.000 7.250 6 Month Libor 12/1/99 Accred
7893035 56634.10 69.92 12.000 6.990 6 Month Libor 1/1/00 Long Beach
7893191 52738.65 79.91 12.000 6.500 6 Month Libor 1/1/00 Long Beach
7892383 59913.38 58.74 12.050 6.950 6 Month Libor 1/1/00 Long Beach
7740426 136820.09 62.91 12.050 7.000 6 Month Libor 10/1/99 Long Beach
8025389 75619.03 75.62 12.125 7.250 6 Month Libor 7/1/99 Accred
8028706 75595.27 64.61 12.125 7.000 6 Month Libor 11/1/99 Accred
8024978 38850.83 58.86 12.150 7.650 6 Month Libor 3/15/99 Accred
8025306 119652.33 59.83 12.150 7.650 6 Month Libor 7/1/99 Accred
7750227 63660.78 73.09 12.190 6.990 6 Month Libor 12/1/99 Long Beach
7665714 27703.78 61.56 12.250 6.500 6 Month Libor 11/1/99 Long Beach
7666571 33941.14 56.57 12.250 6.750 6 Month Libor 5/1/98 Long Beach
7667173 72678.59 64.89 12.250 6.500 6 Month Libor 11/1/99 Long Beach
7668213 105523.90 69.88 12.250 6.990 6 Month Libor 11/1/99 Long Beach
7670037 19966.68 19.02 12.250 6.990 6 Month Libor 11/1/99 Long Beach
7672041 111771.63 69.86 12.250 6.250 6 Month Libor 11/1/99 Long Beach
7740558 89800.18 69.61 12.250 6.990 6 Month Libor 5/1/98 Long Beach
7744766 59900.04 23.04 12.250 6.500 6 Month Libor 11/1/99 Long Beach
8029878 64111.33 59.92 12.250 7.750 6 Month Libor 11/15/99 Accred
7742471 27911.39 60.68 12.250 6.990 6 Month Libor 6/1/98 Long Beach
7748064 20371.83 59.92 12.250 7.740 6 Month Libor 12/1/99 Long Beach
7887730 24945.50 40.89 12.250 6.990 6 Month Libor 12/1/99 Long Beach
7889116 47947.24 64.79 12.250 6.990 6 Month Libor 1/1/00 Long Beach
7892508 17380.89 59.93 12.250 5.750 6 Month Libor 1/1/00 Long Beach
7894074 209722.61 59.92 12.250 7.740 6 Month Libor 1/1/00 Long Beach
7897416 42203.55 64.93 12.250 6.500 6 Month Libor 1/1/00 Long Beach
7897531 54539.98 64.93 12.250 6.500 6 Month Libor 1/1/00 Long Beach
7898406 49945.04 55.49 12.250 6.990 6 Month Libor 1/1/00 Long Beach
7671647 64694.42 59.90 12.350 7.950 6 Month Libor 11/1/99 Long Beach
7744139 65910.84 74.90 12.350 6.000 6 Month Libor 12/1/99 Long Beach
7669351 56532.03 74.38 12.375 6.990 6 Month Libor 11/1/99 Long Beach
8028763 63761.23 79.80 12.375 7.250 6 Month Libor 11/1/99 Accred
7889975 181609.64 69.85 12.400 8.500 6 Month Libor 1/1/00 Long Beach
7887953 41945.01 69.91 12.490 6.990 6 Month Libor 12/1/99 Long Beach
7890916 75609.57 74.86 12.490 7.250 6 Month Libor 12/1/99 Long Beach
7889025 104890.56 58.27 12.490 6.990 6 Month Libor 1/1/00 Long Beach
7889918 84426.15 74.71 12.490 7.500 6 Month Libor 7/1/98 Long Beach
7891237 88108.07 69.93 12.490 6.750 6 Month Libor 1/1/00 Long Beach
7892102 20669.18 49.21 12.490 6.990 6 Month Libor 1/1/00 Long Beach
7893753 87408.83 69.93 12.490 6.990 6 Month Libor 7/1/98 Long Beach
8025058 23836.06 58.14 12.500 7.500 6 Month Libor 6/1/99 Accred
7667751 55996.73 84.84 12.625 6.990 6 Month Libor 4/1/98 Long Beach
7741051 55771.65 74.86 12.500 6.500 6 Month Libor 10/1/99 Long Beach
7666175 167695.57 69.87 12.500 6.990 6 Month Libor 5/1/98 Long Beach
7667249 64287.71 77.46 12.500 6.500 6 Month Libor 11/1/99 Long Beach
7670672 150226.73 69.87 12.500 6.990 6 Month Libor 5/1/98 Long Beach
7671324 167735.24 79.12 12.500 6.990 6 Month Libor 11/1/99 Long Beach
7672959 54713.62 79.87 12.500 6.750 6 Month Libor 11/1/99 Long Beach
7887623 643983.48 49.54 12.500 6.990 6 Month Libor 11/1/99 Long Beach
7744410 23619.08 54.93 12.500 6.990 6 Month Libor 12/1/99 Long Beach
7746340 55493.26 69.89 12.500 6.990 6 Month Libor 12/1/99 Long Beach
7888332 68160.86 64.92 12.500 6.990 6 Month Libor 12/1/99 Long Beach
7888407 77598.49 69.91 12.500 6.990 6 Month Libor 12/1/99 Long Beach
7889405 51832.19 74.90 12.500 6.990 6 Month Libor 6/1/98 Long Beach
7889686 87034.41 82.11 12.500 6.500 6 Month Libor 1/1/00 Long Beach
7891567 79717.04 69.93 12.500 6.990 6 Month Libor 1/1/00 Long Beach
7892250 49448.55 54.94 12.500 6.990 6 Month Libor 1/1/00 Long Beach
7894397 77918.90 64.93 12.500 6.990 6 Month Libor 1/1/00 Long Beach
7895444 84412.16 64.93 12.500 6.990 6 Month Libor 7/1/98 Long Beach
7896715 50971.94 64.93 12.500 6.990 6 Month Libor 1/1/00 Long Beach
7896756 38444.83 69.90 12.500 6.990 6 Month Libor 1/1/00 Long Beach
7897671 131087.99 74.91 12.500 6.990 6 Month Libor 7/1/98 Long Beach
8028524 47668.12 50.71 12.525 7.650 6 Month Libor 11/1/99 Accred
8027484 39928.07 48.40 12.625 7.000 6 Month Libor 10/1/99 Accred
8029308 37452.30 72.02 12.625 7.500 6 Month Libor 11/15/99 Accred
7893134 75523.96 69.93 12.650 6.990 6 Month Libor 1/1/00 Long Beach
7890650 42208.36 64.94 12.740 6.990 6 Month Libor 7/1/98 Long Beach
7893142 49948.62 63.23 12.740 7.500 6 Month Libor 1/1/00 Long Beach
7897226 16233.99 21.65 12.740 6.990 6 Month Libor 1/1/00 Long Beach
8025041 29041.06 63.13 12.740 7.750 6 Month Libor 6/1/99 Accred
8025348 77988.90 84.77 12.740 7.000 6 Month Libor 7/1/99 Accred
7664873 66283.87 69.85 12.750 6.500 6 Month Libor 4/1/98 Long Beach
7665391 51709.40 69.88 12.750 7.490 6 Month Libor 4/1/98 Long Beach
7666969 95956.70 61.91 12.750 6.990 6 Month Libor 5/1/98 Long Beach
7670094 108438.11 74.89 12.750 6.500 6 Month Libor 11/1/99 Long Beach
7671639 73390.43 74.89 12.750 6.990 6 Month Libor 11/1/99 Long Beach
7741267 25461.97 46.29 12.750 7.990 6 Month Libor 5/1/98 Long Beach
7743107 143322.67 63.70 12.750 6.990 6 Month Libor 6/1/98 Long Beach
7748569 51935.75 64.92 12.750 7.250 6 Month Libor 12/1/99 Long Beach
7749609 139827.02 69.91 12.750 6.990 6 Month Libor 12/1/99 Long Beach
7888340 96131.09 69.91 12.750 6.990 6 Month Libor 12/1/99 Long Beach
7889074 29962.92 27.87 12.750 6.990 6 Month Libor 6/1/98 Long Beach
7750409 51986.64 67.52 12.800 5.990 6 Month Libor 12/1/99 Long Beach
7891690 38637.36 64.40 12.800 6.990 6 Month Libor 1/1/00 Long Beach
7893571 25650.25 64.94 12.840 6.990 6 Month Libor 1/1/00 Long Beach
7669658 68503.06 69.90 12.990 6.990 6 Month Libor 11/1/99 Long Beach
7744477 27261.17 63.40 12.990 5.600 6 Month Libor 11/1/99 Long Beach
7750813 25570.01 79.91 12.990 6.990 6 Month Libor 12/1/99 Long Beach
7891500 15581.70 17.31 12.990 6.990 6 Month Libor 6/1/98 Long Beach
7889819 61538.26 69.14 12.990 6.990 6 Month Libor 1/1/00 Long Beach
7890361 19481.82 64.94 12.990 6.990 6 Month Libor 7/1/98 Long Beach
7892094 18752.62 64.66 12.990 6.990 6 Month Libor 1/1/00 Long Beach
7892755 41960.85 69.93 12.990 6.500 6 Month Libor 1/1/00 Long Beach
7893696 23977.64 74.93 12.990 6.990 6 Month Libor 1/1/00 Long Beach
7895667 42710.16 74.93 12.990 6.990 6 Month Libor 1/1/00 Long Beach
7899255 58445.49 34.38 12.990 6.990 6 Month Libor 7/1/98 Long Beach
7742794 55921.01 69.90 13.000 6.500 6 Month Libor 11/1/99 Long Beach
7890551 146863.33 45.19 13.000 6.990 6 Month Libor 7/1/98 Long Beach
7745532 23966.82 59.92 13.090 6.500 6 Month Libor 11/1/99 Long Beach
8026676 34929.02 69.86 13.125 7.250 6 Month Libor 9/1/99 Accred
7749666 16242.02 55.06 13.240 7.500 6 Month Libor 12/1/99 Long Beach
7894892 51954.18 64.94 13.240 6.750 6 Month Libor 1/1/00 Long Beach
7663255 10725.66 46.63 13.250 6.990 6 Month Libor 5/1/98 Long Beach
7741853 82470.84 58.91 13.250 6.750 6 Month Libor 4/1/98 Long Beach
7671191 18175.69 69.91 13.250 6.990 6 Month Libor 5/1/98 Long Beach
7671373 39892.20 56.99 13.250 5.500 6 Month Libor 11/1/99 Long Beach
7744329 60918.38 39.30 13.250 6.990 6 Month Libor 5/1/98 Long Beach
8025090 56871.25 53.65 13.275 7.900 6 Month Libor 6/15/99 Accred
8026288 32942.69 25.94 13.400 7.900 6 Month Libor 8/15/99 Accred
8027716 29537.48 59.07 13.400 7.900 6 Month Libor 10/1/99 Accred
7893415 131889.11 60.22 13.450 7.990 6 Month Libor 1/1/00 Long Beach
7891484 29369.25 69.93 13.500 6.990 6 Month Libor 12/1/99 Long Beach
7892698 92528.31 64.93 13.500 6.990 6 Month Libor 6/1/98 Long Beach
7892813 44953.01 59.94 13.500 7.990 6 Month Libor 12/1/99 Long Beach
7889322 17485.45 34.97 13.500 6.990 6 Month Libor 1/1/00 Long Beach
7893928 38967.62 59.95 13.500 5.990 6 Month Libor 1/1/00 Long Beach
7895626 35395.31 64.36 13.500 6.500 6 Month Libor 1/1/00 Long Beach
8026742 85653.85 64.89 13.525 7.400 6 Month Libor 9/1/99 Accred
7743438 54943.72 43.26 13.590 6.990 6 Month Libor 12/1/99 Long Beach
7746092 28470.81 59.94 13.590 6.500 6 Month Libor 12/1/99 Long Beach
7889389 48960.22 69.94 13.600 6.500 6 Month Libor 1/1/00 Long Beach
7898307 37718.69 61.83 13.600 6.990 6 Month Libor 1/1/00 Long Beach
8028045 48689.72 64.92 13.650 7.900 6 Month Libor 10/15/99 Accred
7742091 38453.64 69.92 13.700 8.500 6 Month Libor 11/1/99 Long Beach
7748668 62937.81 69.93 13.750 6.500 6 Month Libor 12/1/99 Long Beach
8028219 52602.01 58.45 13.750 9.750 6 Month Libor 9/1/99 Accred
8028664 49741.04 59.93 13.775 7.900 6 Month Libor 11/1/99 Accred
8027492 50784.30 64.28 13.900 7.900 6 Month Libor 10/1/99 Accred
</TABLE>
