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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) June 24, 1998
ABN AMRO Mortgage Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware
(STATE OR OTHER JURISDICTION OF INCORPORATION)
333-42127 363886007
(COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
181 West Madison Street
Chicago, Illinois 60602
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
248-643-2530
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Description of the Certificates and the Mortgage Pool.
On June 25, 1998, a single series of certificates, entitled ABN AMRO
Mortgage Corporation, Mortgage Pass-Through Certificates, Series 1998-2 (the
"Certificates"), was issued pursuant to a Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement") attached hereto as Exhibit 4.1 dated
as of June 1, 1998, among ABN AMRO Mortgage Corporation as depositor (the
"Depositor"), LaSalle Home Mortgage Corporation as servicer, and Chase Bank
of Texas, National Association as trustee. The Certificates consist of
twenty-five classes identified as the "Class IA-1 Certificates", the "Class
IA-2 Certificates", the "Class IA-3 Certificates", the "Class IA-4
Certificates", the "Class IA-5 Certificates", the "Class IA-6 Certificates",
the "Class IA-7 Certificates", the "Class IA-8 Certificates", the "Class IA-9
Certificates", the "Class IA-10 Certificates", the "Class IA-11
Certificates", the "Class IA-12 Certificates", the "Class IA-13
Certificates", the "Class IA-14 Certificates", the "Class IA-X Certificates",
the "Class IIA-1 Certificates", the "Class IIA-X Certificates", the "Class
IIA-P Certificates", the "Class M Certificates", the "Class B-1
Certificates", the "Class B-2 Certificates", the "Class B-3 Certificates",
the "Class B-4 Certificates", the "Class B-5 Certificates" and the "Class R
Certificate", respectively, and were issued in exchange for, and evidence the
entire beneficial ownership interest in, the assets of a trust fund (the
"Trust Fund") consisting primarily of a pool (the "Mortgage Pool") of
conventional, one-to-four unit residential first mortgage loans (the
"Mortgage Loans"), having as of the close of business on June 1, 1998 (the
"Cut-off Date"), an aggregate principal balance of $477,286,958.67 (the
"Initial Pool Balance"), after taking into account all payments of principal
due on the Mortgage Loans on or before such date, whether or not received.
The Depositor acquired certain of the Trust Fund assets from Standard Federal
Bank ("Standard Federal") pursuant to a Mortgage Loan Purchase Agreement (the
"Standard Federal Mortgage Loan Purchase Agreement") dated June 25, 1998,
attached hereto as Exhibit 4.2, between Standard Federal as seller and the
Depositor as purchaser. The Depositor acquired certain of the Trust Fund
assets from European American Bank ("EAB") pursuant to a Mortgage Loan
Purchase Agreement (the "EAB Mortgage Loan Purchase Agreement") dated June
25, 1998, attached hereto as Exhibit 4.3, between EAB as seller and the
Depositor as purchaser. The Depositor acquired certain of the Trust Fund
assets from EAB Mortgage Company, Inc. ("EABMC") pursuant to a Mortgage Loan
Purchase Agreement (the "EABMC Mortgage Loan Purchase Agreement") dated June
25, 1998, attached hereto as Exhibit 4.4, between EABMC as seller and the
Depositor as purchaser. The Class IA-2, Class IA-3, Class IA-4, Class IA-5,
Class IA-6, Class IA-7, Class IA-8, Class IA-9, Class IA-10, Class IA-11,
Class IA-12, Class IA-13, Class IA-14, Class IA-X, Class IIA-1, Class IIA-X,
Class IIA-P, Class M, Class B-1, Class B-2 and Class R Certificates were
publicly offered, as described in a Prospectus, dated March 25, 1998, and a
Prospectus Supplement, dated June 24, 1998, pursuant to an Underwriting
Agreement (the "Underwriting Agreement") dated March 27, 1998, attached
hereto as Exhibit 1.1, among the Depositor, Standard Federal Bancorporation,
Inc. ("Standard Federal Bancorporation"), Donaldson, Lufkin & Jenrette
Securities Corporation ("DLJ") and ABN AMRO Incorporated ("AAI") (DLJ and AAI
being referred to herein, collectively, as the "Underwriters") and the Terms
Agreement (the "Terms Agreement") dated June 24, 1998, attached hereto as
Exhibit 1.2, among the Depositor, Standard Federal Bancorporation and the
Underwriters. The Depositor sold the Class IA-1, Class B-3, Class B-4 and
Class B-5 Certificates to DLJ as initial purchaser (in such capacity, the
"Initial Purchaser") pursuant to a purchase agreement dated June 25, 1998
among the Depositor, Standard Federal Bancorporation and the Initial
Purchaser.
Each Class of Certificates will have either an initial certificate
principal balance ("Certificate Principal Balance") or represent the right to
receive distributions of interest as provided in the Pooling and Servicing
Agreement on a hypothetical or notional principal balance ("Notional
Principal Balance"). The Class IA-1 Certificates have an initial Certificate
Principal Balance of $85,806,003. The Class IA-2 Certificates have an
initial Certificate Principal Balance of $42,000,000. The Class IA-3
Certificates have an initial Certificate Principal Balance of $22,300,000.
The Class IA-4 Certificates have an initial Certificate Principal Balance of
$17,651,035. The Class IA-5 Certificates have an initial Certificate
Principal Balance of $71,376,367. The Class IA-6 Certificates have an
initial Certificate Principal Balance of $5,754,681. The Class IA-7
Certificates have an initial Certificate Principal Balance of $9,443,982.
The Class IA-8 Certificates have an initial Certificate Principal Balance of
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$25,960,631. The Class IA-9 Certificates have an initial Certificate
Principal Balance of $40,000,000. The Class IA-10 Certificates have an
initial Certificate Principal Balance of $28,500,000. The Class IA-11
Certificates have an initial Certificate Principal Balance of $1,430,000.
The Class IA-12 Certificates have an initial Certificate Principal Balance of
$9,500,000. The Class IA-13 Certificates have an initial Certificate
Principal Balance of $9,995,480. The Class IA-14 Certificates have an
initial Certificate Principal Balance of $50,529,404. Class IA-X
Certificates have an initial Notional Principal Balance of $12,784,321. The
Class IIA-1 Certificates have an initial Certificate Principal Balance of
$37,595,583. The Class IIA-X Certificates have an initial Notional Principal
Balance of $1,507,139. The Class IIA-P Certificates have an initial
Certificate Principal Balance of $352,210. The Class M Certificates have an
initial Certificate Principal Balance of $8,829,808. The Class B-1
Certificates have an initial Certificate Principal Balance of $4,215,000.
The Class B-2 Certificates have an initial Certificate Principal Balance of
$1,989,733. The Class B-3 Certificates have an initial Certificate Principal
Balance of $2,147,792. The Class B-4 Certificates have an initial
Certificate Principal Balance of $954,574. The Class B-5 Certificates have
an initial Certificate Principal Balance of $954,573.94. The Class R
Certificate has an initial Certificate Principal Balance of $100.
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Pooling and Servicing Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibits
EXHIBIT
NO. DOCUMENT DESCRIPTION
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1.1 Underwriting Agreement, dated as of March 27, 1998, among ABN AMRO
Mortgage Corporation, Standard Federal Bancorporation, Inc., ABN AMRO
Incorporated and Donaldson, Lufkin & Jenrette Securities Corporation.
1.2 Terms Agreement, dated June 24, 1998, among ABN AMRO Mortgage
Corporation, Standard Federal Bancorporation, Inc., ABN AMRO
Incorporated and Donaldson, Lufkin & Jenrette Securities Corporation.
4.1 Pooling and Servicing Agreement, dated as of June 1, 1998, among ABN
AMRO Mortgage Corporation as depositor, LaSalle Home Mortgage
Corporation as servicer, and Chase Bank of Texas, National Association
as trustee.
4.2 Mortgage Loan Purchase Agreement, dated as of June 25, 1998, between
Standard Federal Bank as seller and ABN AMRO Mortgage Corporation as
purchaser.
4.3 Mortgage Loan Purchase Agreement, dated as of June 25, 1998, between
European American Bank as seller and ABN AMRO Mortgage Corporation as
purchaser.
4.4 Mortgage Loan Purchase Agreement, dated as of June 25, 1998, between
EAB Mortgage Company, Inc., as seller and ABN AMRO Mortgage
Corporation as purchaser.
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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.
ABN AMRO MORTGAGE CORPORATION
(Registrant)
Dated: July 9, 1998 By: /s/
_____________________________
Name: _____________________________
Title: ____________________________
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INDEX TO EXHIBITS
EXHIBIT
NO. DOCUMENT DESCRIPTION
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1.1 Underwriting Agreement, dated as of March 27, 1998, among ABN AMRO
Mortgage Corporation, Standard Federal Bancorporation, Inc., ABN AMRO
Incorporated and Donaldson, Lufkin & Jenrette Securities Corporation.
1.2 Terms Agreement, dated June 24, 1998, among ABN AMRO Mortgage
Corporation, Standard Federal Bancorporation, Inc., ABN AMRO
Incorporated and Donaldson, Lufkin & Jenrette Securities Corporation.
4.1 Pooling and Servicing Agreement, dated as of June 1, 1998, among ABN
AMRO Mortgage Corporation as depositor, LaSalle Home Mortgage
Corporation as servicer, and Chase Bank of Texas, National Association
as trustee.
4.2 Mortgage Loan Purchase Agreement, dated as of June 25, 1998, between
Standard Federal Bank as seller and ABN AMRO Mortgage Corporation as
purchaser.
4.3 Mortgage Loan Purchase Agreement, dated as of June 25, 1998, between
European American Bank as seller and ABN AMRO Mortgage Corporation as
purchaser.
4.4 Mortgage Loan Purchase Agreement, dated as of June 25, 1998, between
EAB Mortgage Company, Inc., as seller and ABN AMRO Mortgage
Corporation as purchaser.
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AMAC, SERIES 1998-1
MORTGAGE PASS-THROUGH CERTIFICATES
UNDERWRITING AGREEMENT
March 27, 1998
Donaldson, Lufkin & Jenrette
Securities Corporation
277 Park Avenue, 9th Floor
New York, New York 10017
ABN AMRO Incorporated
181 West Madison Street
Chicago, Illinois 60602
Ladies and Gentlemen:
ABN AMRO Mortgage Corporation (the "Company"), a Delaware corporation,
has authorized the issuance and sale of Mortgage Pass-Through Certificates
(the "Certificates") evidencing interests in pools of mortgage loans (the
"Mortgage Loans"). The Certificates may be issued in various series, and,
within each series, in one or more classes, and, within each class, in one or
more sub-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 under a separate Pooling and
Servicing Agreement (each, a "Pooling and Servicing Agreement") with respect
to such Series among the Company, as depositor, a servicer to be identified
in the prospectus supplement for each such Series (the "Servicer") and a
trustee to be identified in the prospectus supplement for each such Series
(the "Trustee"). The Certificates of each Series will evidence specified
interests in separate pools of Mortgage Loans (each a "Mortgage Pool"), and
certain other property held in trust with respect to such Series (each, a
"Trust Fund").
The Certificates are more fully described in a Registration Statement
which the Company has furnished to you. Capitalized terms used but not defined
herein shall have the meanings given to them in the Pooling and Servicing
Agreement. The term "you" as used herein, unless the context otherwise
requires, shall mean you and such persons as are named as co-managers in the
applicable Terms Agreement (defined below).
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Whenever the Company determines to make an offering of Certificates
pursuant to this Agreement through you or through an underwriting syndicate
managed by you it will enter into an agreement (the "Terms Agreement") providing
for the sale of such Certificates to, and the purchase and offering thereof by,
you and such other underwriters, if any, selected by you as have authorized you
to enter into such Terms Agreement on their behalf (the "Underwriters," which
term shall include you whether acting alone in the sale of Certificates or as a
member of an underwriting syndicate; as the context requires, Donaldson, Lufkin
& Jenrette Securities Corporation is sometimes referred to individually herein
as "DLJ" and ABN AMRO Incorporated is sometimes referred to individually herein
as "AAI"). The Terms Agreement relating to each offering of Certificates shall
specify, among other things, the stated balance or balances of Certificates to
be issued, the price or prices at which the Certificates are to be purchased by
the Underwriters from the Company and the initial public offering price or
prices or the method by which the price or prices at which such Certificates are
to be sold will be determined. A Terms Agreement, which shall be substantially
in the form of Exhibit A hereto, may take the form of an exchange of any
standard form of written telecommunication between you and the Company. Each
such offering of Certificates which the Company elects to make pursuant to this
Agreement will be governed by this Agreement, as supplemented by the applicable
Terms Agreement, and this Agreement and such Terms Agreement shall inure to the
benefit of and be binding upon the Underwriters participating in the offering of
such Certificates.
SECTION 1. REPRESENTATIONS AND WARRANTIES. (a) The Company represents
and warrants to you as of the date hereof, and to the Underwriters named in the
applicable Terms Agreement, all as of the date of such Terms Agreement (in each
case, the "Representation Date"), as follows (any representations and warranties
so made to the Underwriters named in an applicable Terms Agreement respecting
the Certificates being deemed to relate only to the Certificates described
therein):
(1) The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (No.
333-42127), relating to the offering of Certificates from time to time in
accordance with Rule 415 under the Securities Act of 1933, as amended
(the "1933 Act"), and has filed, and proposes to file, such amendments
thereto as may have been required to the date hereof and the same has
become effective under the 1933 Act and the rules of the Commission
thereunder (the "Regulations") and no stop order suspending the
effectiveness of such registration statement has been issued and no
proceedings for that purpose have been initiated or, to the Company's
knowledge, threatened, by the Commission. Such registration statement,
including incorporated documents, exhibits and financial statements, as
amended at the time when it became effective under the 1933 Act, and the
prospectus relating to the sale of Certificates by the Company
constituting a part thereof, as from time to time each is amended or
supplemented pursuant to the 1933 Act or otherwise, are referred to
herein as the "Registration Statement" and the "Prospectus,"
respectively; provided, however, that a supplement to the Prospectus
contemplated by Section 3(a) hereof (a "Prospectus Supplement") shall be
deemed to have supplemented the Prospectus only with respect to the
offering or offerings of Certificates to which it relates. Any reference
herein to the Registration Statement, a preliminary
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prospectus, the Prospectus or the Prospectus Supplement shall be deemed
to refer to and include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 which were filed under the Securities
Exchange Act of 1934, as amended (the "1934 Act") on or before the
date on which the Registration Statement, as amended, became effective
or the issue date of such preliminary prospectus, Prospectus,
or Prospectus Supplement, as the case may be; and any reference
herein to the terms "amend," "amendment" or supplement with respect to
the Registration Statement, any preliminary prospectus, the Prospectus
or the Prospectus Supplement shall be deemed to refer to and include
the filing of any document under the 1934 Act after the date on which
the Registration Statement became effective or the issue date of any
preliminary prospectus, the Prospectus or the Prospectus Supplement,
as the case may be, deemed to be incorporated therein by reference.
The Registration Statement and Prospectus, at the time the
Registration Statement became effective did, and as of the applicable
Representation Date will, conform in all material respects to the
requirements of the 1933 Act and the Regulations. The Registration
Statement, at the time it became effective did not, and as of the
applicable Representation Date and the applicable Closing Time (as
defined in Section 2 hereof) will not, contain any untrue statement of
a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading. The Prospectus, as amended or supplemented as of the
applicable Representation Date and the applicable Closing Time (as
defined in Section 2 hereof), will not contain any untrue statement of
a material fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that the
representations and warranties in this subsection shall not apply to
(i) statements in, or omissions from, the Registration Statement or
Prospectus made in reliance upon and in conformity with information
furnished to the Company in writing by the Underwriters expressly for
use in the Registration Statement or Prospectus or (ii) the DLJ
Information (as defined in Section 10 hereof). The conditions to the
use by the Company of a registration statement on Form S-3 under the
1933 Act, as set forth in the General Instructions to Form S-3, have
been satisfied with respect to the Registration Statement and the
Prospectus. There are no contracts or documents of the Company which
are required to be described in the Registration Statement or
Prospectus or filed as exhibits to the Registration Statement pursuant
to the 1933 Act or the Regulations which have not been so described or
filed.
(2) The Company 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 and authority to enter into and perform its
obligations under this Agreement, the applicable Pooling and Servicing
Agreement, and with respect to a Series of Certificates, the Certificates
and the applicable Terms Agreement; and the Company is duly qualified or
registered as a foreign corporation to transact business and is in good
standing in each jurisdiction in which the ownership or lease of its
properties or the conduct of its business requires such qualification.
(3) The Company is not in violation of its certificate of
incorporation or by-laws or in default in the performance or observance
of any material obligation, agreement,
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covenant or condition contained in any material contract,
indenture, mortgage, loan agreement, note, lease or other material
instrument to which it is a party or by which it or its properties may
be bound, which default might result in any material adverse change in
the financial condition, earnings, affairs or business of the Company
or which might materially and adversely affect the properties or
assets thereof or the Company's ability to perform its obligations
under this Agreement, the applicable Terms Agreement or the applicable
Pooling and Servicing Agreement.
(4) The execution and delivery by the Company of this
Agreement, the applicable Terms Agreement and the applicable Pooling and
Servicing Agreement and the signing of the Registration Statement by the
Company are within the corporate power of the Company and have been duly
authorized by all necessary corporate action on the part of the Company;
and with respect to a Series of Certificates described in the applicable
Terms Agreement, neither the issuance and sale of the Certificates to the
Underwriters, nor the execution and delivery by the Company of this
Agreement, such Terms Agreement and the related Pooling and Servicing
Agreement, nor the consummation by the Company of the transactions herein
or therein contemplated, nor compliance by the Company with the
provisions hereof or thereof, will conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default
under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company other than as
contemplated by a Pooling and Servicing Agreement, pursuant to any
material indenture, mortgage, contract or other material instrument to
which the Company is a party or by which it is bound or to which the
property or assets of the Company are subject, or result in the violation
of the provisions of the certificate of incorporation or by-laws of the
Company or any statute or any material order, rule or regulation of any
court or governmental agency or body having jurisdiction over the Company
or any of its properties.
(5) This Agreement has been, and each applicable Terms
Agreement when executed and delivered as contemplated hereby and thereby
will have been, duly authorized, executed and delivered by the Company,
and each constitutes, or will constitute when so executed and delivered,
a legal, valid and binding instrument enforceable against the Company in
accordance with its terms (assuming due authorization, execution and
delivery by the other parties thereto), subject (a) to applicable
bankruptcy, insolvency, reorganization, moratorium, or other similar laws
affecting creditors' rights generally, (b) as to enforceability to
general principles of equity (regardless of whether enforcement is sought
in a proceeding in equity or at law) and (c) as to enforceability with
respect to rights of indemnity thereunder, to limitations of public
policy under applicable securities laws.
(6) Each applicable Pooling and Servicing Agreement when
executed and delivered as contemplated hereby and thereby will have been
duly authorized, executed and delivered by the Company, and will
constitute when so executed and delivered, a legal, valid and binding
instrument enforceable against the Company in accordance with its terms
(assuming due authorization, execution and delivery by the other parties
thereto), subject (a) to applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws
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affecting creditors' rights generally and (b) as to
enforceability to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law); and as of
the Closing Time, the representations and warranties made by the
Company in the applicable Pooling and Servicing Agreement will be true
and correct as of the date made.
(7) As of the Closing Time (as defined in Section 2 hereof)
with respect to a Series of Certificates, the Certificates will have been
duly and validly authorized by the Company, and, when executed and
authenticated as specified in the related Pooling and Servicing
Agreement, will be validly issued and outstanding and will be entitled to
the benefits of the related Pooling and Servicing Agreement, and the
Classes of Certificates so designated in the related Prospectus
Supplement will be "mortgage related securities," as defined in Section
3(a)(41) of the 1934 Act.
(8) There are no actions, proceedings or investigations now
pending against the Company or, to the knowledge of the Company,
threatened against the Company, before any court, administrative agency
or other tribunal (i) asserting the invalidity of this Agreement, the
applicable Terms Agreement, the applicable Pooling and Servicing
Agreement or with respect to a Series of Certificates, the Certificates,
(ii) seeking to prevent the issuance of such Certificates or the
consummation of any of the transactions contemplated by this Agreement,
the applicable Terms Agreement or such Pooling and Servicing Agreement,
(iii) which would be likely to materially and adversely affect the
performance by the Company of its obligations under, or which would if
adversely determined materially and adversely affect the validity or
enforceability of, this Agreement, the applicable Terms Agreement, such
Pooling and Servicing Agreement or such Certificates or (iv) seeking to
adversely affect the federal income tax attributes of such Certificates
described in the Prospectus and the related Prospectus Supplement.
(9) Any material taxes, fees and other governmental charges
that are assessed and due in connection with the execution, delivery and
issuance of this Agreement, the applicable Terms Agreement, the
applicable Pooling and Servicing Agreement and with respect to a Series
of Certificates shall have been paid at or prior to the Closing Time.
(10) No filing or registration with, notice to or consent,
approval, authorization, order or qualification of or with any court or
governmental agency or body is required for the issuance and sale of the
Certificates or the consummation by the Company of the transactions
contemplated by this Agreement, the applicable Pooling and Servicing
Agreement or the applicable Terms Agreement, except the registration
under the 1933 Act of the Certificates, and such consents, approvals,
authorizations, registrations or qualifications as may be required under
state securities or Blue Sky laws in connection with the purchase and
distribution of the Certificates by the Underwriters.
(11) The Company possesses all material licenses, certificates,
authorities or permits issued by the appropriate state, federal or
foreign regulatory agencies or bodies deemed by the Company to be
reasonably necessary to conduct the business now operated
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by it and as described in the Prospectus and the Company has
received no notice of proceedings relating to the revocation or
modification of any such license, certificate, authority or permit
which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would materially and adversely affect the
conduct of the business, operations, financial condition or income of
the Company.
(12) No litigation is pending or, to the best of the Company's
knowledge, threatened, against the Company which would prohibit the
Company's entering into this Agreement or the applicable Pooling and
Servicing Agreement.
(13) As of the Closing Time, with respect to a Series of
Certificates described in the relevant Terms Agreement evidencing
interests in a Mortgage Pool, the Trustee will have either good and
marketable title, free and clear of all prior liens, charges, pledges,
mortgages, security interests and encumbrances, to or a validly perfected
first priority security interest in the Mortgage Notes and the related
Mortgages included in the Trust Fund, with respect to (a) the Mortgage
Notes, upon delivery thereof to the Trustee and (b) the Mortgages, upon
delivery to the Trustee of instruments of assignment in recordable form
assigning each Mortgage to the Trustee and the recording of each such
instrument of assignment in the appropriate recording office in which the
Mortgaged Property is located, or if supported by an opinion of counsel,
without recording.
(14) As of the Closing Time, with respect to a Series of
Certificates, the Mortgage Pool will have substantially the
characteristics described in the Prospectus Supplement and in the
Form 8-K of the Company prepared with respect to such Certificates, if
the Mortgage Pool is described in such Form 8-K.
(15) Neither the Company nor the Trust Fund created by the
applicable Pooling and Servicing Agreement will be subject to
registration as an "investment company" under the Investment Company Act
of 1940, as amended (the "1940 Act").
(16) The Certificates, the applicable Pooling and Servicing
Agreement, the applicable Terms Agreement and any primary insurance
policies, mortgage pool insurance policies, standard hazard insurance
policies, special hazard insurance policies, mortgagor bankruptcy
insurance and alternate credit enhancement related to the Certificates
described in the relevant Terms Agreement conform in all material
respects to the descriptions thereof contained in the Prospectus.
(17) As of the Closing Time, the Mortgage Loans will have been
duly and validly assigned and delivered by the Company to the Trustee
under the related Pooling and Servicing Agreement.
(18) As of the Closing Time, the representations and warranties
of the Company contained in the applicable Pooling and Servicing
Agreement are true and correct in all material respects.
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(b) Standard Federal Bancorporation, Inc. ("Standard Federal")
represents and warrants to you as of the date hereof, and to the Underwriters
named in the applicable Terms Agreement, all as of the date of such Terms
Agreement (in each case, the "Representation Date"), as follows (any
representations and warranties so made to the Underwriters named in an
applicable Terms Agreement respecting the Certificates being deemed to relate
only to the Certificates described therein):
(1) Standard Federal has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Michigan with corporate power and authority to enter into and perform its
obligations under this Agreement, and with respect to a Series of
Certificates, the applicable Terms Agreement; and Standard Federal is
duly qualified or registered as a foreign corporation to transact
business and is in good standing in each jurisdiction in which the
ownership or lease of its properties or the conduct of its business
requires such qualification.
(2) Standard Federal is not in violation of its certificate of
incorporation or by-laws or in default in the performance or observance
of any material obligation, agreement, covenant or condition contained in
any material contract, indenture, mortgage, loan agreement, note, lease
or other material instrument to which it is a party or by which it or its
properties may be bound, which default might result in any material
adverse change in the financial condition, earnings, affairs or business
of Standard Federal or which might materially and adversely affect the
properties or assets thereof or Standard Federal's ability to perform its
obligations under this Agreement or the applicable Terms Agreement.
(3) The execution and delivery by Standard Federal of this
Agreement and the applicable Terms Agreement are within the corporate
power of Standard Federal and have been duly authorized by all necessary
corporate action on the part of Standard Federal; and with respect to a
Series of Certificates described in the applicable Terms Agreement,
neither the execution and delivery by Standard Federal of this Agreement
and such Terms Agreement, nor the consummation by Standard Federal of the
transactions herein or therein contemplated, nor compliance by Standard
Federal with the provisions hereof or thereof, will conflict with or
result in a breach or violation of any of the terms or provisions of, or
constitute a default under, or result in the creation or imposition of
any lien, charge or encumbrance upon any property or assets of Standard
Federal, pursuant to any material indenture, mortgage, contract or other
material instrument to which Standard Federal is a party or by which it
is bound or to which the property or assets of Standard Federal are
subject, or result in the violation of the provisions of the certificate
of incorporation or by-laws of Standard Federal or any statute or any
order, rule or regulation of any court or governmental agency or body
having jurisdiction over Standard Federal or any of its properties.
(4) This Agreement has been, and each applicable Terms
Agreement when executed and delivered as contemplated hereby and thereby
will have been, duly authorized, executed and delivered by Standard
Federal, and each constitutes, or will constitute when
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so executed and delivered, a legal, valid and binding
instrument enforceable against Standard Federal in accordance with its
terms (assuming due authorization, execution and delivery by the other
parties thereto), subject (a) to applicable bankruptcy, insolvency,
reorganization, moratorium, or other similar laws affecting creditors'
rights generally, (b) as to enforceability to general principles of
equity (regardless of whether enforcement is sought in a proceeding in
equity or at law) and (c) as to enforceability with respect to rights
of indemnity thereunder, to limitations of public policy under
applicable securities laws.
(5) This Agreement when executed and delivered as contemplated
hereby and thereby will have been duly authorized, executed and delivered
by Standard Federal, and will constitute when so executed and delivered,
a legal, valid and binding instrument enforceable against Standard
Federal in accordance with its terms (assuming due authorization,
execution and delivery by the other parties thereto), subject (a) to
applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights generally and (b) as to
enforceability to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).
(6) There are no actions, proceedings or investigations now
pending against Standard Federal or, to the knowledge of Standard
Federal, threatened against Standard Federal, before any court,
administrative agency or other tribunal (i) asserting the invalidity of
this Agreement or the applicable Terms Agreement, (ii) seeking to prevent
the issuance of such Certificates or the consummation of any of the
transactions contemplated by this Agreement or the applicable Terms
Agreement, (iii) which would be likely to materially and adversely affect
the performance by Standard Federal of its obligations under, or which
would if adversely determined materially and adversely affect the
validity or enforceability of, this Agreement, the applicable Terms
Agreement, or such Certificates or (iv) seeking to adversely affect the
federal income tax attributes of such Certificates described in the
Prospectus and the related Prospectus Supplement.
SECTION 2. PURCHASE AND SALE. The commitment of each Underwriter to
purchase Certificates pursuant to any Terms Agreement shall be several and not
joint and shall be deemed to have been made on the basis of the representations
and warranties herein contained and shall be subject to the terms and conditions
herein set forth.
Payment of the purchase price for, and delivery of, any Certificates to
be purchased by the Underwriters shall be made at the offices of Mayer, Brown &
Platt, Chicago, Illinois or at such other place as shall be agreed upon by you
and the Company, at such time or date as shall be agreed upon by you and the
Company in the Terms Agreement (each such time and date being referred to as a
"Closing Time"). Unless otherwise specified in the applicable Terms Agreement,
payment shall be made to the Company in immediately available Federal funds
wired to such bank as may be designated by the Company. Such Certificates shall
be in such denominations and registered in such names as you may request in
writing at least two business days prior to the applicable Closing Time.
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Such Certificates will be made available for examination and packaging by you no
later than 12:00 noon on the first business day prior to the applicable Closing
Time.
It is understood that the Underwriters intend to offer the Certificates
for sale to the public as set forth in the Prospectus Supplement.
SECTION 3. COVENANTS OF THE COMPANY. The Company covenants with each of
you and each Underwriter participating in an offering of Certificates pursuant
to a Terms Agreement, with respect to such Certificates and such offering, as
follows:
(a) Immediately following the execution of each Terms
Agreement, the Company will prepare a Prospectus Supplement setting forth
the principal amount of Certificates covered thereby, the price or prices
at which the Certificates are to be purchased by the Underwriters, either
the initial public offering price or prices or the method by which the
price or prices by which the Certificates are to be sold will be
determined, the selling concession(s) and reallowance(s), if any, any
delayed delivery arrangements, and such other information as you and the
Company deem appropriate in connection with the offering of the
Certificates. The Company will furnish you a copy of the Prospectus
Supplement for your review prior to filing such Prospectus Supplement
with the Commission. Thereafter, the Company will promptly transmit
copies of the Prospectus Supplement to the Commission for filing pursuant
to Rule 424 under the 1933 Act and will furnish to the Underwriters as
many copies of the Prospectus and such Prospectus Supplement as you shall
reasonably request.
(b) If the delivery of a prospectus is required at any time in
connection with the offering or sale of the Certificates described in the
relevant Terms Agreement and if at such time any event shall have
occurred as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made
when such Prospectus is delivered, not misleading, or, if for any other
reason it shall be necessary during such period of time to amend or
supplement the Prospectus in order to comply with the 1933 Act, the
Company agrees to notify you promptly and upon your request so to amend
or supplement the Prospectus and to prepare and furnish without charge to
each Underwriter and to any dealer in securities as many copies as you
may from time to time reasonably request of an amended Prospectus or a
supplement to the Prospectus which will correct such statement or
omission or effect such compliance.
(c) During any period in which the delivery of a prospectus is
required at any time in connection with the offering or sale of the
Certificates described in the relevant Terms Agreement the Company will
give you reasonable notice of its intention to file any amendment to the
Registration Statement or any amendment or supplement to the Prospectus,
whether pursuant to the 1933 Act or otherwise, and will furnish you with
copies
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of any such amendment or supplement or other documents proposed to be
filed a reasonable time in advance of filing.
(d) During any period in which the delivery of a prospectus is
required at any time in connection with the offering or sale of the
Certificates described in the relevant Terms Agreement the Company will
notify you promptly (i) of the effectiveness of any amendment to the
Registration Statement, (ii) of the mailing or the delivery to the
Commission for filing of any supplement to the Prospectus or any document
other than quarterly and annual reports to be filed pursuant to the 1934
Act, (iii) of the receipt of any comments from the Commission with
respect to the Registration Statement, the Prospectus or any Prospectus
Supplement, (iv) of any request by the Commission for any amendment to
the Registration Statement or any amendment or supplement to the
Prospectus or for additional information, (v) of the receipt by the
Company of any notification with respect to the suspension of the
qualification of the Certificates for sale in any jurisdiction or the
threat of any proceeding for that purpose and (vi) of the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for that
purpose. The Company will use its best efforts to prevent the issuance
of any such stop order and, if any stop order is issued, to obtain the
lifting thereof as soon as possible.
(e) The Company agrees, so long as the Certificates shall be
outstanding, or until such time as you shall cease to maintain a
secondary market in the Certificates, whichever first occurs, to deliver
to you the annual statement as to compliance delivered to the Trustee
pursuant to the applicable Pooling and Servicing Agreement and the annual
statement of a firm of independent public accountants furnished to the
Trustee pursuant to the applicable Pooling and Servicing Agreement, as
soon as such statements are furnished to the Company.
(f) The Company will deliver to you as many conformed copies of
the Registration Statement (as originally filed) and of each amendment
thereto (including exhibits filed therewith or incorporated by reference
therein and documents incorporated by reference in the Prospectus) as you
may reasonably request.
(g) The Company will endeavor, in cooperation with you, to
qualify the Certificates for offering and sale under the applicable
securities laws of such states and other jurisdictions of the United
States as you may reasonably designate, and will maintain or cause to be
maintained such qualifications in effect for as long as may be required
for the distribution of the Certificates, provided that in connection
therewith the Company shall not be required to qualify as a foreign
corporation or to file a general consent to service of process in any
jurisdiction. The Company will file or cause the filing of such
statements and reports as may be required by the laws of each
jurisdiction in which the Certificates have been qualified as above
provided.
SECTION 4. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The obligations of
the Underwriters to purchase Certificates pursuant to any Terms Agreement shall
be subject to the accuracy of the
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representations and warranties on the part of the Company herein contained,
to the accuracy of the statements of the Company's officers made pursuant
hereto, to the performance by the Company of all of its obligations hereunder
and to the following additional conditions precedent:
(a) At the applicable Closing Time (i) no stop order suspending
the effectiveness of the Registration Statement shall have been issued
and no proceedings for that purpose shall have been initiated or
threatened by the Commission and the Prospectus Supplement shall have
been filed or transmitted for filing by means reasonably calculated to
result in filing with the Commission not later than the time required by
Rule 424(b) under the 1933 Act, (ii) the Certificates shall have received
the rating or ratings specified in the applicable Terms Agreement, and
(iii) there shall not have come to your attention any facts that would
cause you to believe that the Prospectus, together with the applicable
Prospectus Supplement at the time it was required to be delivered to a
purchaser of the Certificates, contained an untrue statement of a
material fact or omitted to state a material fact necessary in order to
make the statements therein, in light of the circumstances existing at
such time, not misleading. No challenge by the Commission shall have
been made to the accuracy or adequacy of the Registration Statement and
any request of the Commission for inclusion of additional information in
the Registration Statement or the Prospectus or the Prospectus Supplement
shall have been complied with and the Company shall not have filed with
the Commission any amendment or supplement to the Registration Statement,
the Prospectus or the Prospectus Supplement without prior written notice
to the Underwriters.
(b) At the applicable Closing Time you shall have received:
(1) The opinion, dated as of the applicable Closing
Time, of Mayer Brown & Platt, counsel for the Company, in form and
substance satisfactory to such of you as may be named in the applicable
Terms Agreement, to the effect that:
(i) The Company is validly existing as a corporation in
good standing under the laws of the State of Delaware.
(ii) This Agreement and the applicable Terms Agreement
have been duly authorized, executed and delivered by the Company,
and each is a valid and binding obligation of the Company.
(iii) The applicable Pooling and Servicing Agreement has
been duly authorized, executed and delivered by the Company, and
is a legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms,
except that (A) such enforceability thereof may be subject to
bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect 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.
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(iv) The execution and delivery by the Company of this
Agreement, the applicable Terms Agreement and applicable Pooling
and Servicing Agreement and the signing of the Registration
Statement by the Company are within the corporate power of the
Company and have been duly authorized by all necessary corporate
action on the part of the Company; and neither the issue and sale
of the Certificates nor the consummation of the transactions
contemplated herein or therein nor the fulfillment of the terms
hereof or thereof will, conflict with or constitute a breach or
violation of any of the terms or provisions of, or constitute a
default under, or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the
Company pursuant to, any contract, indenture, mortgage, or other
instrument to which the Company is a party or by which it may be
bound of which such counsel is aware, other than the lien or liens
created by the applicable Pooling and Servicing Agreement, nor
will such action result in any violation of the provisions of the
certificate of incorporation or by-laws of the Company or, any
statute, rule or regulation to which the Company is subject or by
which it is bound or any writ, injunction or decree of any court,
governmental authority or regulatory body to which it is subject
or by which it is bound of which such counsel is aware.
(v) The Certificates have been duly authorized and, when
executed and authenticated as specified in the related Pooling and
Servicing Agreement and delivered and paid for, will be validly
issued, fully paid, nonassessable and entitled to the benefits of
the related Pooling and Servicing Agreement.
(vi) Assuming strict compliance by the Underwriters with
the provisions of this Agreement, no filing or registration with
or notice to or consent, approval, authorization, order or
qualification of or with any court or governmental agency or body
is required for the issuance and sale of the Certificates or the
consummation by the Company of the transactions contemplated by
this Agreement, the applicable Pooling and Servicing Agreement or
the applicable Terms Agreement, except the registration under the
1933 Act of the Certificates, and such consents, approvals,
authorizations, registrations or qualifications as may be required
under state securities or Blue Sky laws in connection with the
purchase and distribution of the Certificates by the Underwriters.
(vii) Other than as may be set forth or contemplated in
the Prospectus, there is no action, suit or proceeding of which
such counsel is aware before or by any court or governmental
agency or body, domestic or foreign, now pending or, to the best
of such counsel's knowledge, threatened against the Company which
might result in any material adverse change in the financial
condition, earnings, affairs or business of the Company, or which
might materially and adversely affect the properties or assets
thereof or might materially and adversely affect the performance
by the Company of its obligations under, or the validity or
enforceability of, the Certificates, this Agreement or the Pooling
and Servicing Agreement, or which is required to be disclosed in
the Registration Statement.
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(viii) The Registration Statement is effective under the
1933 Act and, to the best of such counsel's knowledge, no stop
order suspending the effectiveness of the Registration Statement
has been issued under the 1933 Act or proceedings therefor
initiated or threatened by the Commission.
(ix) The applicable Pooling and Servicing Agreement is
not required to be qualified under the Trust Indenture Act of
1939, as amended.
(x) The Registration Statement and the Prospectus (other
than the financial statements and other financial and statistical
information included therein, as to which no opinion need be
rendered) as of their respective effective or issue dates,
complied as to form in all material respects with the requirements
of the 1933 Act and the Regulations thereunder.
(xi) (A) The statements in the Prospectus under the
headings "ERISA Considerations" and "Certain Federal Income Tax
Consequences" and the statements in the applicable Prospectus
Supplement under the headings "Certain Federal Income Tax
Considerations" and "ERISA Considerations", to the extent that
they describe matters of United States federal income tax law or
ERISA or legal conclusions with respect thereto, have been
prepared or reviewed by such counsel and are accurate in all
material respects and (B) the statements in the Prospectus under
the heading "Certain Legal Aspects of the Mortgage Loans," to the
extent they constitute matters of United States federal law or
legal conclusions with respect thereto, while not purporting to
discuss all possible consequences of investment in the
Certificates, are accurate in all material respects with respect
to those consequences or matters discussed therein.
(xii) The statements in the Prospectus and the applicable
Prospectus Supplement under the caption "Description of the
Certificates", insofar as they purport to summarize certain terms
of the Certificates and the applicable Pooling and Servicing
Agreement, constitute a fair summary of the provisions purported
to be summarized.
(xiii) The Trust Funds created by the applicable Pooling
and Servicing Agreement is not, and will not as a result of the
offer and sale of the Certificates as contemplated in the
Prospectus and in this Agreement become, required to be registered
as an "investment company" under the 1940 Act.
(xiv) The Classes of Certificates so designated in the
Prospectus Supplement will be "mortgage related securities", as
defined in Section 3(a)(41) of the 1934 Act, so long as the
Certificates are rated in one of the two highest grades by at
least one nationally recognized statistical rating organization.
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<PAGE>
(xv) Assuming (a) ongoing compliance with all of the
provisions of the Pooling and Servicing Agreement and (b) the
filing of elections, in accordance with the Pooling and Servicing
Agreement, to be treated as "real estate mortgage investment
conduits" ("REMICs") pursuant to Section 860D of the Internal
Revenue Code of 1986, as amended (the "Code") for Federal income
tax purposes, REMIC I and REMIC II of the Trust Fund will qualify
as REMICs as of the Closing Date and will continue to qualify as
REMICs for so long as there is compliance with amendments after
the date hereof to any applicable provisions of the Code and
applicable Treasury Regulations.
(xvi) Assuming that REMIC I and REMIC II of the Trust Fund
are treated as REMICs for Federal income tax purposes, neither of
them nor the Trust Fund will be subject as an entity to any tax
imposed on income, franchise or capital stock by the laws of
Illinois.
Such counsel shall deliver to you such additional opinions addressing the
transfer by the Company to the Trustee of its right, title and interest in and
to the Mortgage Loans and other property included in the Trust Fund at the
Closing Time as may be required by each Rating Agency rating the Certificates.
Such counsel shall state that it has participated in conferences with
officers and other representatives of the Company, your counsel, representatives
of the independent accountants for the Company and you at which the contents of
the Registration Statement and the Prospectus and related matters were discussed
and, although such counsel is not passing upon and does not assume
responsibility for, the factual accuracy, completeness or fairness of the
statements contained in the Registration Statement or the Prospectus (except as
stated in paragraphs (xi) and (xii) above) and has made no independent check or
verification thereof for the purpose of rendering its opinion, on the basis of
the foregoing, nothing has come to their attention that leads such counsel to
believe that either the Registration Statement, at the time it became effective
and at the applicable Closing Time, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or that the Prospectus
contained or contains as of the date thereof and at the applicable Closing Time
any untrue statement of a material fact or omitted or omits to state a material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, except that such counsel need
express no view with respect to the financial statements, schedules and other
financial and statistical data included in or incorporated by reference into the
Registration Statement, the Prospectus or the Prospectus Supplement.
Such counsel may state that their opinions relate only to laws of the
State of New York, the Federal laws of the United States and the General
Corporation Law of the State of Delaware.
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In rendering such opinions, such counsel may rely, as to matters of fact,
to the extent deemed proper and stated therein, on certificates of responsible
officers of the Company, the Trustee or public officials.
(2) The favorable opinion of counsel to the Trustee,
dated as of the applicable Closing Time, addressed to you and in
form and scope satisfactory to your counsel, to the effect that:
(i) The Trustee is a national association, duly
organized and validly existing in good standing under the laws of
the United States, and has all requisite power and authority to
enter into the Pooling and Servicing Agreement and to perform its
obligations thereunder.
(ii) To the knowledge of such counsel, there is no
action, suit, proceeding or investigation pending or threatened
against the Trustee that could materially adversely affect the
ability of the Trustee to perform its obligations under the
Pooling and Servicing Agreement.
(iii) The Trustee has duly authorized, executed and
delivered the applicable Pooling and Servicing Agreement and such
Pooling and Servicing Agreement will constitute the legal, valid
and binding obligation of the Trustee.
(iv) The Trustee has full power and authority to
execute and deliver the applicable Pooling and Servicing Agreement
and to perform its obligations thereunder.
(v) No consent, approval or authorization of, or
registration, declaration or filing with, any court or
governmental agency or body of the jurisdiction of its
organization is required for the execution, delivery or
performance by the Trustee of the Pooling and Servicing Agreement.
(vi) The Certificates have been duly and validly
executed, authenticated and delivered by the Trustee in accordance
with the Pooling and Servicing Agreement.
(vii) The performance by the Trustee of its duties
pursuant to the Pooling and Servicing Agreement does not conflict
with or result in a breach or violation of any term or provision
of, or constitute a default under, any statute or regulation
currently governing the Trustee.
In rendering such opinion, such counsel may rely, as to matters of
fact, to the extent deemed proper and stated therein, on certificates of
responsible officers of the Trustee or public officials.
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(3) The favorable opinion of counsel to the Servicer,
dated as of the applicable Closing Time, addressed to you and in
form and scope satisfactory to your counsel, to the effect that:
(i) The Servicer is validly existing as a
corporation in good standing under the laws of the jurisdiction of
its incorporation.
(ii) The execution and delivery by the Servicer of
the applicable Pooling and Servicing Agreement is within the
corporate power of the Servicer and has been duly authorized by
all necessary corporate action on the part of the Servicer; and to
the knowledge of such counsel, neither the execution and delivery
of either such instrument, nor the consummation of the
transactions provided for therein, nor compliance with the
provisions thereof, will conflict with 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 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 by-laws of the Servicer or to the knowledge of such
counsel, any law, administrative regulation or administrative or
court decree.
(iii) The applicable Pooling and Servicing
Agreement has been duly executed and delivered by the Servicer and
constitutes a legal, valid and binding obligation of the Servicer
enforceable against the Servicer in accordance with its terms,
except that such enforceability thereof may be subject to
applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors' rights generally and
subject, as to enforceability, to general principles of equity
(regardless whether enforcement is sought in a proceeding in
equity or at law).
(iv) To the knowledge of such counsel, the
execution, delivery and performance by the Servicer of the
applicable Pooling and Servicing Agreement do not require the
consent or approval of, the giving of notice to, the registration
with, or the taking of any other action in respect of any federal,
state or other governmental agency or authority which has not
previously been effected.
(v) To the knowledge of such counsel, there is no
action, suit or proceeding of which such counsel is aware before
or by any court or governmental agency or body, domestic or
foreign, now pending or threatened against the Servicer which
might materially and adversely affect the performance by the
Servicer under, or the validity or enforceability of the
applicable Pooling and Servicing Agreement.
(vi) The description of the Servicer in the
applicable Prospectus Supplement is true and correct in all
material respects.
(4) The favorable opinion or opinions, dated as of the
applicable Closing Time, of counsel for the Underwriters,
acceptable to the Underwriters.
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(5) The favorable opinion, dated the applicable Closing
Time of counsel for Standard Federal, acceptable to the
Underwriters.
(c) At the applicable Closing Time you shall have received a
certificate of the President or a Vice President and the Treasurer or the
Secretary of each of the Company and Standard Federal, dated as of such
Closing Time, to the effect that the representations and warranties of
the Company or Standard Federal, as the case may be, contained in Section
1 are true and correct with the same force and effect as though such
Closing Time were a Representation Date and that the Company or Standard
Federal, as the case may be, has complied with all agreements and
satisfied all the conditions on its part to be performed or satisfied at
or prior to the Closing Time.
(d) You shall have received from Ernst & Young with respect to
certain information relating to the Company and from Deloitte & Touche
with respect to certain other information in the Prospectus Supplement,
or other independent certified public accountants acceptable to you,
letters, dated as of the date of the applicable Terms Agreement and as of
the applicable Closing Time, delivered at such times, in the form and
substance reasonably satisfactory to you.
(e) At the applicable Closing Time, with respect to a Series of
Certificates, each of the representations and warranties of the Servicer
set forth in the related Pooling and Servicing Agreement will be true and
correct and you shall have received a Certificate of an Executive Vice
President, Senior Vice President or Vice President of the Servicer, dated
as of such Closing Time, to such effect.
(f) At the applicable Closing Time, with respect to a Series of
Certificates, the Certificates shall have received the certificate rating
or ratings specified in the related Terms Agreement.
(g) At the applicable Closing Time, counsel for the
Underwriters shall have been furnished with such other documents and
opinions as they may reasonably require for the purpose of enabling them
to pass upon the issuance and sale of the Certificates as herein
contemplated and related proceedings or in order to evidence the accuracy
and completeness of any of the representations and warranties, or the
fulfillment of any of the conditions, herein contained; and all
proceedings taken by the Company in connection with the issuance and sale
of the Certificates as herein contemplated shall be reasonably
satisfactory in form and substance to you and counsel for the
Underwriters.
If any condition specified in this Section shall not have been fulfilled
when and as required to be fulfilled or, if any of the opinions and certificates
required hereby shall not be in all material respects reasonably satisfactory to
you and your counsel, the applicable Terms Agreement may be terminated by you by
notice to the Company at any time at or prior to the applicable Closing Time,
and such termination shall be without liability of any party to any other party
except as provided in Section 5.
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SECTION 5. PAYMENT OF EXPENSES. The Company covenants and agrees
with the Underwriters that the Company will pay or cause to be paid all expenses
incident to the performance of its obligations under this Agreement and all
other fees and expenses associated with the transactions referred to herein,
including, but not limited to, the fees and expenses of the Trustee, Rating
Agencies, printer, accounting firms, the fees and expenses relating to the
establishment of the Company's shelf registration statement and related ongoing
fees and expenses; provided, however, that the Underwriters covenant and agree
to pay all of their own costs and expenses, including underwriting and due
diligence expenses, the fees of their counsel, transfer taxes on resale of any
of the Certificates by them and any advertising expenses connected with any
offers they may make.
SECTION 6. INDEMNIFICATION.
(a) The Company and Standard Federal, jointly and severally,
will indemnify and hold harmless the Underwriters and each person, if
any, who controls the Underwriters within the meaning of the 1933 Act,
against any losses, claims, damages, expenses or liabilities, joint or
several, to which such Underwriter or such controlling person may become
subject, under the 1933 Act or otherwise, insofar as such losses, claims,
damages, expenses or liabilities (or actions in respect thereof) arise
out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement (or any
amendment thereto) or the Prospectus (or any amendment or supplement
thereto), 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, in light of the
circumstances under which they were made, not misleading in each case in
respect of the relevant Certificates, and will reimburse each such
indemnified party for any legal or other expenses reasonably incurred by
it in connection with investigating or defending any such action or
claim; provided, however, that the Company shall not be liable in any
such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in any such document in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of the Underwriters expressly for use therein.
This indemnity agreement will be in addition to any liability which the
Company may otherwise have.
(b) The Underwriters, severally and not jointly, will indemnify
and hold harmless the Company, each of its officers who signed the
Registration Statement, its directors, and any person controlling the
Company within the meaning of the 1933 Act against any losses, claims,
damages, expenses or liabilities to which the Company or any such
officer, director or controlling person may become subject, under the
1933 Act or otherwise, insofar as such losses, claims, damages, expenses
or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement (or any amendment thereto) or the
Prospectus (or any amendment or supplement thereto), 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
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the statements therein, in light of the circumstances under which they
were made, not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by or on
behalf of the Underwriters expressly for use therein and will
reimburse the Company or any such director, officer or controlling
person for any legal or other expenses reasonably incurred by the
Company, any such officer, director or controlling person in
connection with investigating or defending any such action or claim.
This indemnity agreement is in addition to any liability which the
Underwriters may otherwise have. The Company acknowledges that,
unless otherwise set forth in the applicable Terms Agreement, the
statements set forth in the last paragraph of the cover page, and
fourth sentence of the first paragraph under the caption "Method of
Distribution" each as included in the applicable Prospectus Supplement
relating to a Series of Certificates, together with the DLJ
Information (as defined in Section 10 hereof) relating to a Series of
Certificates constitute the only information furnished in writing by
or on behalf of the Underwriters expressly for use in the Registration
Statement relating to such Series of Certificates as originally filed
or in any amendment thereof, any related preliminary prospectus or the
Prospectus or in any amendment thereof or supplement thereto, as the
case may be.
(c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against an
indemnifying party under this Section, notify such indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may
have to any indemnified party otherwise than under this Section. In case
any such action shall be brought against any indemnified party and it
shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein and, to the
extent that it shall wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party);
and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party
shall not be liable to such indemnified party under this Section for any
legal expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the
defense thereof other than reasonable costs of investigation.
Notwithstanding the foregoing, the indemnified party or parties shall
have the right to employ its or their own counsel in any such case and
the fees and expenses of one such counsel shall be at the expense of the
indemnifying party if (i) the employment of such counsel shall have been
authorized in writing by the indemnifying party in connection with the
defense of such action, (ii) the indemnifying party shall not have
employed counsel to have charge of the defense of such action within a
reasonable time after notice of commencement of the action, or (iii) the
indemnified party or parties shall have reasonably concluded that there
may be defenses available to it or them and/or other indemnified parties
which are different from or additional to those available to the
indemnifying party (in which case the indemnifying party shall not
-19-
<PAGE>
have the right to direct the defense of such action on behalf of the
indemnified party). Anything in this subsection to the contrary
notwithstanding, an indemnifying party shall not be liable for any
settlement of any claim or action effected without its written
consent; provided, however, that such consent was not unreasonably
withheld.
(d) If the indemnification provided for in this Section 6 is
unavailable to or insufficient to hold harmless an indemnified party
under subsection (a) or (b) above in respect of any losses, claims,
damages, expenses or liabilities (or actions in respect thereof) referred
to therein, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of such losses,
claims, damages, expenses or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters on the other
from the offering of the Certificates to which such loss, claim, damage,
expense or liability (or actions in respect thereof) relates. If,
however, the allocation provided by the immediately preceding sentence is
not permitted by applicable law, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in
such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Company on the one hand and
the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities
(or actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one
hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from such offering (before deducting
expenses) received by the Company bear to the total underwriting
discounts and commissions (or in the case of a public offering in
negotiated transactions, the difference between the proceeds to the
Company and the aggregate price received from the public) received by
such Underwriters. The relative fault of the Company on the one hand
and the Underwriters on the other shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Company on the one hand or
such Underwriters on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent
such statement or omission. Notwithstanding anything to the contrary in
this Section 6(d), if the losses, claims, damages or liabilities (or
actions in respect thereof) referred to in this Section 6(d) arise out of
an untrue statement or alleged untrue statement of a material fact
contained in any DLJ 8-K (as such term is defined in Section 10 hereof)
then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion
as is appropriate to reflect the relative fault of the Company on the one
hand and the Underwriters on the other (determined in accordance with the
preceding sentence) in connection with the statements or omissions in
such DLJ 8-K which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other
equitable considerations. The Company and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this
subsection (d) were determined by pro rata allocation even if the
Underwriters were treated as one entity for such purpose or by any other
method of allocation which does not
-20-
<PAGE>
take account of the equitable considerations referred to in this
subsection (d). The amount paid or payable by an indemnified party as
a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigation or defending
any such action or claim. Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the
Certificates underwritten by it and distributed to the public were
sold to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.
No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation. The obligations of the Underwriters to contribute
pursuant to this subsection (d) are several in proportion to their
respective underwriting obligations with respect to such Certificates
and not joint.
SECTION 7. REPRESENTATIONS, WARRANTIES, AND AGREEMENTS TO SURVIVE
DELIVERY. All representations, warranties and agreements contained in this
Agreement, or contained in certificates of officers of the Company submitted
pursuant hereto, shall remain operative and in full force and effect, regardless
of any termination of this Agreement, or the applicable Terms Agreement or any
investigation made by or on behalf of the Underwriters or any controlling person
thereof, or by or on behalf of the Company, its officers or directors and shall
survive delivery of any Certificates to the Underwriters.
SECTION 8. TERMINATION OF AGREEMENT. This Agreement may be terminated
for any reason at any time by either the Company or you upon the giving of
thirty days' notice of such termination to the other party hereto; provided,
however, that if a Terms Agreement has been entered into with respect to a
particular transaction, this Agreement and the Terms Agreement may not be
terminated in the manner set forth in this sentence with respect to such
particular transaction. You, as Representative of the Underwriters named in any
Terms Agreement may also terminate such Terms Agreement, immediately upon notice
to the Company, at any time at or prior to the applicable Closing Time (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 Company or Standard Federal, 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 material outbreak or escalation 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 reasonable judgment, impracticable to market the
Certificates or enforce contracts for the sale of the Certificates, or (iii) if
trading in securities generally on either the New York Stock Exchange or the
American Stock Exchange has been suspended or materially limited or any setting
of minimum prices shall have been established or (iv) if a general moratorium of
commercial banking activities has been declared by either Federal or New York
State authorities. In the event of any such termination, (A) the covenants set
forth in Section
-21-
<PAGE>
3 with respect to any offering of Certificates shall remain in effect so long
as the Underwriters own any such Certificates purchased from the Company
pursuant to the applicable Terms Agreement and (B) the covenant set forth in
Section 3(c), the provisions of Section 5, the indemnity agreement and
contribution provisions set forth in Section 6, and the provisions of
Sections 7 and 12 shall remain in effect.
SECTION 9. DEFAULT BY ONE OR MORE OF THE UNDERWRITERS.
(a) If one or more of the Underwriters participating in an
offering of Certificates shall fail at the applicable Closing Time to
purchase the Certificates which it or they are obligated to purchase
hereunder and under the applicable Terms Agreement (the "Defaulted
Certificates"), then such of you as are named therein shall arrange for
you or another party or other parties to purchase the Defaulted
Certificates upon the terms contained herein. If within thirty-six hours
after such default by any Underwriter you do not arrange for the purchase
of such Defaulted Certificates, then the Company shall be entitled to a
further period of thirty-six hours within which to procure another party
or other parties reasonably satisfactory to you to purchase such
Defaulted Certificates on the terms contained herein. In the event that,
within the respective prescribed periods, you notify the Company that you
have so arranged for the purchase of such Defaulted Certificates, or the
Company notifies you that it has so arranged for the purchase of such
Defaulted Certificates, you or the Company shall have the right to
postpone the Closing Time for a period of not more than seven days, in
order to effect whatever changes may thereby be made necessary in the
Registration Statement or the Prospectus, or in any other documents or
arrangements, and the Company agrees to file promptly any amendments to
the Registration Statement or the Prospectus which in your opinion may
thereby be made reasonably necessary. The term "Underwriter" as used in
this Agreement shall include any person substituted under this Section
with like effect as if such person had originally been party to this
Agreement with respect to the Certificate.
(b) If, after giving effect to any arrangements for the
purchase of Defaulted Certificates of a defaulting Underwriter or
Underwriters by you and the Company as provided in subsection (a)
above, the aggregate principal amount of such Defaulted Certificates
which remains unpurchased does not exceed 10% of the aggregate
principal amount of the Certificates to be purchased pursuant to the
applicable Terms Agreement, then the Company shall have the right to
require each non-defaulting Underwriter to purchase the principal
amount of Certificates which such Underwriter agreed to purchase
hereunder and, in addition, to require each non-defaulting Underwriter
to purchase its pro rata share (based on the principal amount of
Certificates which such Underwriter agreed to purchase pursuant to the
applicable Terms Agreement) of the Defaulted Certificates of the
defaulting Underwriter or Underwriters for which such arrangements
have not been made; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the
purchase of the Defaulted Certificates of the defaulting Underwriter or
Underwriters by you and the Company as
-22-
<PAGE>
provided in subsection (a) above, the aggregate principal amount of
such Defaulted Certificates which remains unpurchased exceeds 10% of
the aggregate principal amount of the Certificates to be purchased
pursuant to the applicable Terms Agreement, or if the Company shall
not exercise the right described in subsection (b) above to require
non-defaulting Underwriters to purchase Defaulted Certificates of a
defaulting Underwriter or Underwriters, then this Agreement shall
thereupon terminate, without liability on the part of any
non-defaulting Underwriter or the Company, except for the expenses to
be borne by the Company and the Underwriters as provided in Section 5
hereof and the indemnity agreement and contribution provisions in
Section 6 hereof; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.
SECTION 10. COMPUTATIONAL MATERIALS AND ABS TERM SHEETS.
(a) DLJ acknowledges that, subsequent to the date on which
the Registration Statement became effective and up to and including
the date on which the Prospectus Supplement and Prospectus with
respect to a Series of Certificates is first made available to DLJ,
DLJ may furnish to various potential investors in such Series of
Certificates, in writing: (i) "Computational Materials", as defined in
a no-action letter (the "Kidder No-Action Letter") issued by the staff
of the Commission on May 20, 1994 to Kidder, Peabody Acceptance
Corporation I, et al., as modified by a no-action letter (the "First
PSA No-Action Letter") issued by the staff of the Commission on May
27, 1994 to the Public Securities Association (the "PSA") and as
further modified by a no-action letter (the "Second PSA No-Action
Letter", and together with the Kidder No-Action Letter and the First
PSA No-Action Letter, the "No-Action Letters") issued by the staff of
the Commission on February 17, 1995 to the PSA; (ii) "Structural Term
Sheets" as defined in the Second PSA No-Action Letter; and/or (iii)
"Collateral Term Sheets" as defined in the Second PSA No-Action
Letter. AAI covenants and agrees that it will not furnish, prepare or
use any Computational Materials, Structural Term Sheets or Collateral
Term Sheets in connection with the offering of Series 1998-1
Certificates.
(b) In connection with each Series of Certificates, DLJ shall
furnish to the Company (via hard copy), at least one (1) business day
prior to the time of filing of the Prospectus pursuant to Rule 424 under
the 1933 Act, all Computational Materials used by DLJ and required to be
filed with the Commission in accordance with the No-Action Letters (such
Computational Materials, the "DLJ Furnished Computational Materials").
(c) In connection with each Series of Certificates, DLJ shall
furnish to the Company (via hard copy), at least one (1) business day
prior to the time of filing of the Prospectus pursuant to Rule 424 under
the Act, all Structural Term Sheets used by DLJ and required to be filed
with the Commission in accordance with the No-Action Letters (such
Structural Term Sheets, the "DLJ Furnished Structural Term Sheets").
(d) In connection with each Series of Certificates, DLJ shall
furnish to the Company (via hard copy), within one (1) business day after
the first use thereof, all
-23-
<PAGE>
Collateral Term Sheets used by DLJ and required to be filed
with the Commission in accordance with the No-Action Letters (such
Collateral Term Sheets, the "DLJ Furnished Collateral Term Sheets")
and shall advise the Company of the date on which each such Collateral
Term Sheet was first used.
(e) The Company shall prepare and file with the Commission, in
accordance with the No-Action Letters, one or more current reports on
Form 8-K (collectively, together with any amendments and supplements
thereto, the "DLJ 8-K," and each a "DLJ 8-K") which shall include as one
or more exhibits thereto the DLJ Furnished Computational Materials, the
DLJ Furnished Structural Term Sheets and the DLJ Furnished Collateral
Term Sheets.
(f) DLJ shall cooperate with the Company and with Deloitte &
Touche in obtaining a letter, in form and substance satisfactory to the
Company and DLJ, of Deloitte & Touche regarding the information in any
DLJ 8-K consisting of DLJ Furnished Computational Materials and/or DLJ
Furnished Structural Term Sheets, in each case in EDGAR format as
formatted by the Company.
(g) DLJ represents and warrants to, and covenants with, the
Company that the DLJ Information (defined below) is not misleading and
not inaccurate in any material respect and that any Pool Information
(defined below) contained in any DLJ 8-K which is not otherwise
inaccurate in any material respect is not presented in the DLJ 8-K in a
way that is either misleading or inaccurate in any material respect. DLJ
further covenants with the Company that if any Computational Materials or
ABS Term Sheets (as such term is defined in the Second PSA No-Action
Letter) contained in any DLJ 8-K are found to include any information
that is misleading or inaccurate in any material respect, DLJ promptly
shall inform the Company of such finding, provide the Company with
revised and/or corrected Computational Materials or ABS Term Sheets, as
the case may be, and promptly prepare and deliver to the Company (in hard
copy) for filing with the Commission in accordance herewith, revised
and/or corrected Computational Materials or ABS Term Sheets, as the case
may be.
(h) DLJ covenants that all Computational Materials and ABS Term
Sheets used by it shall contain a legend substantially as set forth
below:
"THIS INFORMATION IS FURNISHED TO YOU SOLELY BY DONALDSON, LUFKIN
& JENRETTE SECURITIES CORPORATION AND NOT BY THE ISSUER OR ANY OF
ITS AFFILIATES. NEITHER THE ISSUER NOR ANY OF ITS AFFILIATES
MAKES ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF THE
INFORMATION HEREIN. THE INFORMATION HEREIN IS PRELIMINARY, AND
WILL BE SUPERSEDED BY THE APPLICABLE PROSPECTUS SUPPLEMENT AND BY
ANY OTHER INFORMATION SUBSEQUENTLY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.
-24-
<PAGE>
(I) DLJ covenants that all Collateral Term Sheets used by it
shall contain an additional legend substantially as set forth below:
"THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE
DESCRIPTION OF THE MORTGAGE LOANS CONTAINED IN THE PROSPECTUS
SUPPLEMENT."
(j) DLJ covenants that all Collateral Term Sheets (other than
the initial Collateral Term Sheet) shall contain the following additional
legend:
"THE INFORMATION CONTAINED HEREIN SUPERSEDES THE INFORMATION IN
ALL PRIOR COLLATERAL TERM SHEETS, IF ANY."
(k) For purposes of this Agreement, the term "DLJ Information"
means such portion, if any, of the information contained in the DLJ 8-K
that is not Pool Information. "Pool Information" means the information
furnished to the Underwriters by the Company regarding the Mortgage
Loans; provided, however, that if any information that would otherwise
constitute Pool Information is presented in the DLJ 8-K in a way that is
either inaccurate or misleading in any material respect, such information
shall not be Pool Information.
(l) If the Underwriters do not provide any Computational
Materials or ABS Term Sheets to the Company pursuant to subsections (b) -
(d) above, the Underwriters shall be deemed to have represented, as of
the Closing Time, that they did not provide any prospective investors
with any information in written or electronic form in connection with the
offering of the Certificates that is required to be filed with the
Commission in accordance with the No-Action Letters, and the Underwriters
shall provide the Company with a certification to that effect at the
Closing Time.
SECTION 11. NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed,
delivered, telexed, or telegraphed and confirmed or transmitted by any standard
form of telecommunication. Notices to DLJ shall be directed to you at the
address set forth on the first page hereof, to the attention of Paul J.
Najarian, with a copy to the General Counsel's office on the 23rd floor and
notices to AAI shall be directed to you at the address set forth on the first
page hereof, to the attention of Fixed Income Department--Maria Fregosi; with a
copy to Legal Department, ABN AMRO Incorporated, 1325 Avenue of the Americas,
New York, New York 10019, attention: Mark Egert. Notices to the Company or to
Standard Federal shall be directed to ABN AMRO Mortgage Corporation
Securitization Department, c/o Standard Federal Bank, 2600 West Big Beaver Road,
Troy, Michigan, attention: Stewart Fleming, with a copy to Legal Department, ABN
AMRO North America, 135 S. LaSalle Street, Suite 925, Chicago, Illinois.
SECTION 12. PARTIES. This Agreement shall be binding upon and inure
solely to the benefit of you and the Company and to the extent provided in
Section 6 hereof, the officers and directors
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<PAGE>
of the Company and each person who controls the Company or any Underwriter
and their respective heirs, executors, administrators, successors and assigns
and any Terms Agreement shall be binding upon and inure solely to the benefit
of the Company and any Underwriter who becomes a party to a Terms Agreement
and to the extent provided in Section 6 hereof, the officers and directors of
the Company and each person who controls the Company or any Underwriter and
their respective heirs, executors, administrators, successors and assigns.
Nothing expressed or mentioned in this Agreement or a Terms Agreement is
intended or shall be construed to give any person, firm or corporation, other
than the parties hereto or thereto and their respective successors and the
controlling person and officers and directors referred to in Section 6 hereof
and their heirs any legal or equitable right, remedy or claim under or with
respect to this Agreement or a Terms Agreement or any provision herein or
therein contained.
SECTION 13. GOVERNING LAW AND TIME. This Agreement and each Terms
Agreement shall be governed by and construed in accordance with the laws of the
State of New York. Specified times of day refer to New York City time.
SECTION 14. COUNTERPARTS. This Agreement and any Terms Agreement may be
executed in any number of counterparts (which execution may take the form of an
exchange of any standard form of written telecommunication between you and the
Company), each of which shall constitute an original of any party whose
signature appears on it, and all of which shall together constitute a single
instrument.
[SIGNATURES COMMENCE ON FOLLOWING PAGE]
-26-
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
instrument along with all counterparts will become a binding agreement between
you and the Company in accordance with its terms.
Very truly yours,
ABN AMRO MORTGAGE CORPORATION
By: /s/
------------------------------
Name:
Title:
STANDARD FEDERAL BANCORPORATION, INC.
By: /s/
------------------------------
Name:
Title:
CONFIRMED AND ACCEPTED, as of
the date first above written:
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By: /s/
---------------------------
Name:
Title:
ABN AMRO INCORPORATED
By: /s/
---------------------------
Name:
Title:
<PAGE>
EXHIBIT A
PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
Dated: _________, 19__
To: ABN AMRO MORTGAGE CORPORATION
Re: Underwriting Agreement, dated as of March __, 1998 (the "Underwriting
Agreement")
Ladies and Gentlemen:
The undersigned (being herein called the "Underwriters"), understand that
ABN AMRO Mortgage Corporation, a Delaware corporation (the "Company"), proposes
to issue and sell $_________ original principal amount of Pass-Through
Certificates described below (the "Certificates"). The Certificates will be
issued under a Pooling and Servicing Agreement dated as of _______________ among
the Company, as depositor, _______________, as servicer and _____________ as
trustee. The terms of the Certificates are summarized below and are more fully
described in the Company's Prospectus supplement prepared with respect to the
Certificates.
All the provisions (including defined terms) contained in the
Underwriting Agreement are incorporated by reference herein in their entirety
and shall be deemed to be part of this Terms Agreement to the same extent as if
such provisions had been set forth in full herein. The Closing Time referred to
in Section 2 of the Underwriting Agreement shall be _______ a.m., [Chicago,
Illinois] time, on _____________. Subject to the terms and conditions set forth
or incorporated by reference herein, the Company hereby agrees to sell and the
Underwriters agree to purchase [, severally and not jointly,] the [respective]
original principal amount[ s] of Certificates set forth opposite [its] [their]
name[s] in Exhibit I hereto at the purchase price set forth below.
The Underwriters will offer the Certificates for sale upon the terms and
conditions set forth in the Prospectus.
Subject to the terms and conditions set forth or incorporated by
reference herein, the Underwriters will pay for the Certificates at the time and
place and in the manner set forth in the Underwriting Agreement.
SERIES DESIGNATION: ____________
TERMS OF THE CERTIFICATES AND UNDERWRITING COMPENSATION:
-1-
<PAGE>
Original
Principal Remittance Price to
Classes Amount* Rate Public
- ------- --------- ---------- --------
**
* Approximate. Subject to permitted variance in each case of plus
or minus 5%.
** The [Class A] Certificates are being offered by the Underwriter
from time to time in negotiated transactions or otherwise at
varying prices to be determined, in each case, at the time of
sale.
CERTIFICATE RATING:
_____ by [Rating Agency]
_____ by [Rating Agency]
REMIC ELECTION:
The Company [does not] intend[s] to cause the Mortgage Pool to be
treated as a REMIC.
CREDIT ENHANCEMENT:
CUT-OFF DATE:
The Cut-off Date is ___________, 19__.
REMITTANCE DATE:
The ____ day of each month (or, if such ____ day is not a business
day, the business day immediately following) commencing __________, 19__.
PURCHASE PRICE:
The purchase price payable by the Underwriter for the [Class A]
Certificates is ___% of the aggregate principal balance of the [Class A]
Certificates as of the Closing Date plus accrued interest at the per annum rate
of ___% from __________, 19__ up to but not including the Closing Date.
-2-
<PAGE>
UNDERWRITING COMMISSION:
Notwithstanding anything to the contrary in the Underwriting
Agreement, no additional underwriting commission shall be payable by the Company
to the Underwriter in connection with the purchase of the Certificates.
INFORMATION PROVIDED BY UNDERWRITER:
CLOSING DATE AND LOCATION:
__________ 19__ at the [Chicago, Illinois] offices of Mayer, Brown
& Platt
-3-
<PAGE>
Please confirm your agreement by having an authorized Officer sign
a copy of this Agreement in the space set forth below and returning a signed
copy to us.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By: _____________________________
Name:
Title:
ABN AMRO INCORPORATED
By: ______________________________
Name:
Title:
ACCEPTED:
ABN AMRO MORTGAGE CORPORATION
By: ______________________________
Name:
Title:
STANDARD FEDERAL BANCORPORATION, INC.
By: ______________________________
Name:
Title:
-4-
<PAGE>
Exhibit I
Original
Principal
Amount of
Name Certificates
- ---- ------------
Total ==============
-5-
<PAGE>
PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
Dated: June 24, 1998
To: ABN AMRO MORTGAGE CORPORATION
Re: Underwriting Agreement, dated as of March 27, 1998 (the "Underwriting
Agreement")
Ladies and Gentlemen:
The undersigned (being herein called the "Underwriters"), understand that
ABN AMRO Mortgage Corporation, a Delaware corporation (the "Company"), proposes
to issue and sell $387,424,015 original principal amount of Pass-Through
Certificates described below (the "Certificates"). The Certificates will be
issued under a Pooling and Servicing Agreement dated as of June 1, 1998 among
the Company, as depositor, LaSalle Home Mortgage Corporation, as servicer and
Chase Bank of Texas, National Association as trustee. The terms of the
Certificates are summarized below and are more fully described in the Company's
Prospectus Supplement prepared with respect to the Certificates.
All the provisions (including defined terms) contained in the Underwriting
Agreement are incorporated by reference herein in their entirety and shall be
deemed to be part of this Terms Agreement to the same extent as if such
provisions had been set forth in full herein. The Closing Time referred to in
Section 2 of the Underwriting Agreement shall be 9:00 a.m., Chicago, Illinois
time, on June 25, 1998. Subject to the terms and conditions set forth or
incorporated by reference herein, the Company hereby agrees to sell and the
Underwriters agree to purchase , severally and not jointly, the respective
original principal amounts of Certificates set forth opposite their names in
Exhibit I hereto at the purchase price set forth below.
The Underwriters will offer the Certificates for sale upon the terms and
conditions set forth in the Prospectus.
Subject to the terms and conditions set forth or incorporated by reference
herein, the Underwriters will pay for the Certificates at the time and place and
in the manner set forth in the Underwriting Agreement.
<PAGE>
SERIES DESIGNATION: 1998-2
TERMS OF THE CERTIFICATES AND UNDERWRITING COMPENSATION:
<TABLE>
<CAPTION>
Original
Principal Remittance Price to
Classes Amount* Rate Public
- ------- ------------ ----------- ---------
<S> <C> <C> <C>
Class IA-2 $ 42,000,000 6.400% **
Class IA-3 $ 22,300,000 6.400%
Class IA-4 $ 17,651,035 6.400%
Class IA-5 $ 71,376,367 7.000%
Class IA-6 $ 5,754,681 7.000%
Class IA-7 $ 9,443,982 6.400%
Class IA-8 $ 25,960,631 6.400%
Class IA-9 $ 40,000,000 6.400%
Class IA-10 $ 28,500,000 6.750%
Class IA-11 $ 1,430,000 6.750%
Class IA-12 $ 9,500,000 6.750%
Class IA-13*** $ 9,995,480 6.750%
Class IA-14 $ 50,529,404 6.750%
Class IA-X**** $ 12,784,321 6.750%
Class IIA-1 $ 37,595,583 6.500%
Class IIA-X**** $ 1,507,139 6.500%
Class IIA-P $ 352,211 *****
Class M $ 8,829,808 Variable
Class B-1 $ 4,215,000 Variable
Class B-2 $ 1,989,733 Variable
Class R $ 100 6.750%
</TABLE>
* Approximate. Subject to permitted variance in each case of plus or
minus 5%.
** The Certificates are being offered by the Underwriters from time to
time in negotiated transactions or otherwise at varying prices to be
determined, in each case, at the time of sale.
*** Not entitled to receive principal until July 2003.
**** Notional amount.
***** The Class IIA-P Certificates will not be entitled to
distributions of interest and will only receive principal in
respect of those Group II Loans with Pass-Through Rates that are
less than 6.50% per annum.
<PAGE>
CERTIFICATE RATING:
It is a condition to the issuance of the Certificates that the
Class A and Class R Certificates each be rated "AAA" (except for the Class
IA-X, Class IIA-P and Class IIA-X Certificates, which will be rated "AAAr")
by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P")
and "AAA" by Duff & Phelps Credit Rating Co. ("DCR"), that the Class M
Certificates be rated not less than "AA" by DCR, that the Class B-1
Certificates be rated not less than "A" by DCR; and that the Class B-2
Certificates be rated not less than "BBB" by DCR.
REMIC ELECTION:
The Company intends to cause an election to be made to treat REMIC I
and REMIC II as "real estate mortgage investment conduits" (each, a "REMIC") for
federal income tax purposes. All of the Certificates issued by REMIC I and
REMIC II, other than the Class R Certificate, will represent ownership of REMIC
"regular interests". The Class R Certificate will represent ownership of the
REMIC "residual interest" in REMIC II and REMIC I.
CREDIT ENHANCEMENT:
Senior/Subordinated: Shifting interest
CUT-OFF DATE:
The Cut-off Date is June 1, 1998.
REMITTANCE DATE:
The 25th day of each month (or, if such 25th day is not a business
day, the business day immediately following) commencing July, 1998.
PURCHASE PRICE:
The purchase price payable by the Underwriters for the Certificates is
100.29% of the aggregate principal balance of the Certificates as of the
Closing Date plus accrued interest from June 1, 1998 up to but not including the
Closing Date.
UNDERWRITING COMMISSION:
Notwithstanding anything to the contrary in the Underwriting
Agreement, no additional underwriting commission shall be payable by the
Company to the Underwriter in connection with the purchase of the
Certificates.
CLOSING DATE AND LOCATION:
June 25, 1998 at the Chicago, Illinois offices of Mayer, Brown & Platt
<PAGE>
Please confirm your agreement by having an authorized Officer sign a
copy of this Agreement in the space set forth below and returning a signed copy
to us.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By: /s/
-----------------------------------------
Name:
Title:
ABN AMRO INCORPORATED
By: /s/
-----------------------------------------
Name:
Title:
ACCEPTED:
ABN AMRO MORTGAGE CORPORATION
By:
-------------------------------------
Name:
Title:
STANDARD FEDERAL BANCORPORATION, INC.
By:
-----------------------------------------
Name:
Title:
<PAGE>
EXHIBIT I
Original
Principal
Amount of
Name Certificates
---- -------------
DONALDSON, LUFKIN & JENRETTE 100% of the Certificates
SECURITIES CORPORATION
Total $387,424,015
<PAGE>
EXECUTION
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
ABN AMRO MORTGAGE CORPORATION
Depositor
and
LASALLE HOME MORTGAGE CORPORATION,
Servicer
and
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
Trustee
________________
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1998
________________
$ 477,286,956.94
-------------------
Mortgage Pass-Through Certificates
SERIES 1998-2
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
||
PRELIMINARY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I
DEFINITIONS. . . . . . . . . . . . . . 4
ARTICLE II
CONVEYANCE OF TRUST FUND; ORIGINAL ISSUANCE
OF CERTIFICATES. . . . . . . . . . . . 52
Section 2.1. Conveyance of Trust Fund. . . . . . . . . . . . . . . . . . 52
Section 2.2. Acceptance by Trustee . . . . . . . . . . . . . . . . . . . 55
Section 2.3. Representations and Warranties of the Depositor . . . . . . 57
Section 2.4. Authentication and Delivery of Certificates; Designation of
Certificates as REMIC Regular and Residual Interests. . . . 61
Section 2.5. Designation of Startup Day. . . . . . . . . . . . . . . . . 62
Section 2.6. No Contributions. . . . . . . . . . . . . . . . . . . . . . 62
Section 2.7. Representations and Warranties of the Servicer. . . . . . . 62
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS . . . . 63
Section 3.1. Servicer to Act as Servicer; Administration of the
Mortgage Loans. . . . . . . . . . . . . . . . . . . . . . . 63
Section 3.2. Collection of Certain Mortgage Loan Payments;
Certificate Account . . . . . . . . . . . . . . . . . . . . 66
Section 3.3. Permitted Withdrawals from the Custodial Account for P&I. . 69
Section 3.4. Taxes, Assessments and Similar Items. . . . . . . . . . . . 70
Section 3.5. Maintenance of Insurance. . . . . . . . . . . . . . . . . . 70
Section 3.6. Enforcement of Due-on-Sale Clauses; Assumption and Substitution
Agreements. . . . . . . . . . . . . . . . . . . . . . . . . 72
Section 3.7. Realization upon Defaulted Mortgage Loans . . . . . . . . . 73
Section 3.8. Trustee to Cooperate; Release of Mortgage Files . . . . . . 75
Section 3.9. Servicing Compensation. . . . . . . . . . . . . . . . . . . 76
Section 3.10. Reports to the Trustee; Custodial Account for P&I Statement 76
Section 3.11. Annual Statement as to Compliance . . . . . . . . . . . . . 77
Section 3.12. Annual Independent Public Accountants' Servicing Report . . 77
Section 3.13. Access to Certain Documentation and Information Regarding the
Mortgage Loans. . . . . . . . . . . . . . . . . . . . . . . 77
Section 3.14. [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . 77
Section 3.15. Sale of Defaulted Mortgage Loans and REO Properties . . . . 78
Section 3.16. Delegation of Duties. . . . . . . . . . . . . . . . . . . . 79
Section 3.17. [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . 79
Section 3.18. [Reserved . . . . . . . . . . . . . . . . . . . . . . . . . 79
i
<PAGE>
Section 3.19. Appointment of a Special Servicer . . . . . . . . . . . . . 80
Section 3.20. Allocation of Realized Losses . . . . . . . . . . . . . . . 80
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS; ADVANCES;
STATEMENTS AND REPORTS . . . . . . . . . . 81
Section 4.1. Distributions to Certificateholders . . . . . . . . . . . . 81
Section 4.2. Statements to Certificateholders. . . . . . . . . . . . . . 82
Section 4.3. Advances by the Servicer; Distribution Reports to the Trustee 84
Section 4.4. Nonrecoverable Advances . . . . . . . . . . . . . . . . . . 85
Section 4.5. Foreclosure Reports . . . . . . . . . . . . . . . . . . . . 85
Section 4.6. Adjustment of Servicing Fees with Respect to Payoffs. . . . 86
Section 4.7. Prohibited Transactions Taxes and Other Taxes . . . . . . . 86
Section 4.8. Tax Administration. . . . . . . . . . . . . . . . . . . . . 87
Section 4.9. Equal Status of Servicing Fee . . . . . . . . . . . . . . . 87
Section 4.10. Appointment of Paying Agent and Certificate Administrator . 88
ARTICLE V
THE CERTIFICATES. . . . . . . . . . . . 88
Section 5.1. The Certificates. . . . . . . . . . . . . . . . . . . . . . 88
Section 5.2. Certificates Issuable in Classes; Distributions of Principal
and Interest; Authorized Denominations. . . . . . . . . . . . 95
Section 5.3. Registration of Transfer and Exchange of Certificates . . . 95
Section 5.4. Mutilated, Destroyed, Lost or Stolen Certificates . . . . . 96
Section 5.5. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . 96
Section 5.6. Temporary Certificates. . . . . . . . . . . . . . . . . . . 97
Section 5.7. Book-Entry for Book-Entry Certificates. . . . . . . . . . . 97
Section 5.8. Notices to Clearing Agency. . . . . . . . . . . . . . . . . 98
Section 5.9. Definitive Certificates . . . . . . . . . . . . . . . . . . 98
Section 5.10. Office for Transfer of Certificates . . . . . . . . . . . . 99
ARTICLE VI THE DEPOSITOR AND THE SERVICER . . . . . . . . 99
Section 6.1. Liability of the Depositor and the Servicer . . . . . . . . 99
Section 6.2. Merger or Consolidation of the Depositor or the Servicer. . 99
Section 6.3. Limitation on Liability of the Servicer and Others. . . . . 100
Section 6.4. Servicer Not to Resign. . . . . . . . . . . . . . . . . . . 100
ii
<PAGE>
ARTICLE VII
DEFAULT . . . . . . . . . . . . . . 101
Section 7.1. Events of Default . . . . . . . . . . . . . . . . . . . . . 101
Section 7.2. Other Remedies of Trustee . . . . . . . . . . . . . . . . . 102
Section 7.3. Directions by Certificateholders and Duties of Trustee
During Event of Default . . . . . . . . . . . . . . . . . . 103
Section 7.4. Action upon Certain Failures of Servicer and upon Event of
Default . . . . . . . . . . . . . . . . . . . . . . . . . . 103
Section 7.5. Appointment of Successor Servicer . . . . . . . . . . . . . 103
Section 7.6. Notification to Certificateholders. . . . . . . . . . . . . 105
ARTICLE VIII
CONCERNING THE TRUSTEE . . . . . . . . . . 105
Section 8.1. Duties of Trustee . . . . . . . . . . . . . . . . . . . . . 105
Section 8.2. Certain Matters Affecting Trustee . . . . . . . . . . . . . 107
Section 8.3. Trustee Not Required to Make Investigation. . . . . . . . . 108
Section 8.4. Trustee Not Liable for Certificates or Mortgage Loans . . . 108
Section 8.5. Trustee May Own Certificates. . . . . . . . . . . . . . . . 109
Section 8.6. Servicer to Pay Trustee's Fees and Expenses . . . . . . . . 109
Section 8.7. Eligibility Requirements for Trustee. . . . . . . . . . . . 109
Section 8.8. Resignation and Removal of Trustee. . . . . . . . . . . . . 110
Section 8.9. Successor Trustee . . . . . . . . . . . . . . . . . . . . . 110
Section 8.10. Merger or Consolidation of Trustee. . . . . . . . . . . . . 111
Section 8.11. Appointment of Co-Trustee or Separate Trustee . . . . . . . 111
Section 8.12. Appointment of Custodians . . . . . . . . . . . . . . . . . 112
Section 8.13. Authenticating Agent. . . . . . . . . . . . . . . . . . . . 112
Section 8.14. Bloomberg . . . . . . . . . . . . . . . . . . . . . . . . . 113
Section 8.15. Reports to Securities and Exchange Commission . . . . . . . 113
ARTICLE IX
TERMINATION . . . . . . . . . . . . . 114
Section 9.1. Termination upon Purchase by the Depositor or Liquidation
of All Mortgage Loans . . . . . . . . . . . . . . . . . . . 114
Section 9.2. Trusts Irrevocable. . . . . . . . . . . . . . . . . . . . . 115
Section 9.3. Additional Termination Requirements . . . . . . . . . . . . 115
ARTICLE X
MISCELLANEOUS PROVISIONS. . . . . . . . . . 116
Section 10.1. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . 116
Section 10.2. Recordation of Agreement. . . . . . . . . . . . . . . . . . 117
Section 10.3. Limitation on Rights of Certificateholders. . . . . . . . . 118
iii
<PAGE>
Section 10.4. Governing Law; Jurisdiction . . . . . . . . . . . . . . . . 118
Section 10.5. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 119
Section 10.6. Severability of Provisions. . . . . . . . . . . . . . . . . 119
EXHIBITS
Exhibit A -- Forms of Class A and Subordinate Certificates
Exhibit B -- Form of Residual Certificate
Exhibit C -- [Reserved.]
Exhibit D -- Schedule of Mortgage Loans
Exhibit E -- Fields of Mortgage Loan Information
Exhibit F -- Form of Transferor Certificate for Privately Offered
Certificates
Exhibit G -- Form of Transferee's Certificate for Privately Offered
Certificates
Exhibit H -- [Reserved.]
Exhibit I -- Form of Transferor Certificate
Exhibit J -- Form of Transferee Affidavit and Agreement
Exhibit K -- Form of Additional Matter Incorporated into the Form of the
Certificates
Exhibit L -- Form of Rule 144A Investment Representation
Exhibit M -- [Reserved.]
Exhibit N -- [Reserved.]
Exhibit O -- Planned Principal Balances
Exhibit P -- Targeted Principal Balances
Exhibit Q -- Bloomberg Data
Exhibit R -- Form of Special Servicing and Collateral Fund Agreement
||
</TABLE>
iv
<PAGE>
This Pooling and Servicing Agreement, dated and effective as of June 1,
1998 (this "Agreement"), is executed by and among ABN AMRO Mortgage Corporation,
as depositor (the "Depositor"), LaSalle Home Mortgage Corporation, as servicer
(the "Servicer"), and Chase Bank of Texas, National Association, as trustee (the
"Trustee"). Capitalized terms used in this Agreement and not otherwise defined
have the meanings ascribed to such terms in Article I hereof.
PRELIMINARY STATEMENT
The Depositor at the Closing Date is the owner of the Mortgage Loans and
the 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
Mortgage Loans and certain other assets and will be the owner of the
Certificates. The Depositor has duly authorized the execution and delivery of
this Agreement to provide for the conveyance to the Trustee of the Mortgage
Loans and the issuance to the Depositor of the Certificates representing in the
aggregate the entire beneficial ownership of the Trust Fund. All covenants and
agreements made by the Depositor, the Servicer and the Trustee herein with
respect to the Mortgage Loans and the other property constituting the Trust Fund
are for the benefit of the Holders from time to time of the Certificates. The
Depositor and the Servicer are entering into this Agreement, and the Trustee is
accepting the trust created hereby, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.
The Certificates issued hereunder, other than the Class IA-1, Class B-3,
Class B-4 and Class B-5 Certificates have been offered for sale pursuant to a
Prospectus, dated March 25, 1998, and a Prospectus Supplement, dated June 24,
1998, of the Depositor (together, the "Prospectus"). The Class IA-1, Class B-3,
Class B-4 and Class B-5 Certificates have been offered for sale pursuant to a
Private Placement Memorandum dated June 25, 1998. The Trust Fund created
hereunder is intended to be the "Trust" as described in the Prospectus and the
Private Placement Memorandum and the Certificates are intended to be the
"Certificates" described therein.
As provided herein, the Trustee will elect to treat the segregated pool
of assets consisting of the Mortgage Loans and other related assets in the Trust
Fund subject to this Agreement as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as "REMIC I." Component R-1
of the Class R Certificate will represent the sole class of "residual interests"
in REMIC I for purposes of the REMIC Provisions under federal income tax law.
As provided herein, the Trustee will elect to treat the segregated pool
of assets consisting of the REMIC I Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
"REMIC I". Component R-2 of the Class R Certificate will represent the sole
class of "residual interests" in REMIC II for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets forth the
designations, the Remittance Rate and initial Class Principal Balance for each
Class of Certificates which, together with the Class R-2 Component, constitute
the entire beneficial interests in REMIC II. Determined solely for purposes of
satisfying Treasury regulation section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" for each of the REMIC I Regular Interests and for each Class of
Certificates shall be
<PAGE>
the first Distribution Date that is at least two years after the end of the
remaining amortization schedule of the Mortgage Loan in the related Loan
Group (as to the Subordinate Certificates, Loan Group I) that has, as of the
Closing Date, the longest remaining amortization schedule, irrespective of
its scheduled maturity. The following table sets forth the designation,
Remittance Rate, initial Class Principal Balance, and Last Scheduled
Distribution Date for each Class of Certificates comprising the beneficial
interests, in REMIC II and the Class R Certificate:
||
<TABLE>
<CAPTION>
Initial Class
Remittance Principal Last Scheduled
Designation Rate(1) Balance Distribution Date*
- ----------- ----------- -------------- ------------------
<S> <C> <C> <C>
Class IA-1 Variable (2) $85,806,003 July 25, 2028
Class IA-2 6.40% $42,000,000 July 25, 2028
Class IA-3 6.40% $22,300,000 July 25, 2028
Class IA-4 6.40% $17,651,035 May 25, 2005
Class IA-5 7.00% $71,376,367 July 25, 2028
Class IA-6 7.00% $ 5,754,681(3) July 25, 2028
Class IA-7 6.40% $ 9,443,982 July 25, 2028
Class IA-8 6.40% $25,960,631 July 25, 2028
Class IA-9 6.40% $40,000,000 July 25, 2028
Class IA-10 6.75% $28,500,000 July 25, 2028
Class IA-11 6.75% $ 1,430,000 July 25, 2028
Class IA-12 6.75% $ 9,500,000 July 25, 2028
Class IA-13 6.75% $ 9,995,480 July 25, 2028
Class IA-14 6.75% $50,529,404 July 25, 2028
Class IA-X 6.75% $12,784,321(4) July 25, 2028
Class IIA-1 6.50% $37,595,583 July 25, 2013
Class IIA-X 6.50% $ 1,507,139(5) July 25, 2013
Class IIA-P 0.00% $ 352,210(6) July 25, 2013
Class M Variable $ 8,829,808(7) July 25, 2028
Class B-1 Variable $ 4,215,000(7) July 25, 2028
Class B-2 Variable $ 1,989,733(7) July 25, 2028
Class B-3 Variable $ 2,147,792(7) July 25, 2028
Class B-4 Variable $ 954,574(7) July 25, 2028
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Initial Class
Remittance Principal Last Scheduled
Designation Rate(1) Balance Distribution Date*
- ----------- ----------- -------------- ------------------
<S> <C> <C> <C>
Class B-5 Variable $954,573(7) July 25, 2028
Class R+ 6.75% $100(8) July 25, 2028
</TABLE>
||
* The Distribution Date in the month after the maturity date for the latest
maturing Mortgage Loan in the related Loan Group.
+ The Class R Certificate is entitled to receive the Residual Distribution
Amount and Excess Liquidation Proceeds.
(1) Interest distributed to the Certificates (other than the Class IIA-P and
Components IA-1-4 and IA-1-6 of the Class IA-1 Certificates, which will
not be entitled to receive distributions of interest) on each
Distribution Date will have accrued during the preceding calendar month
at the applicable per annum Remittance Rate.
(2) For purposes of calculating distributions, the Class IA-1 Certificates
will be comprised of six Components having the designations, initial
Component Principal Balances and Remittance Rates set forth below:
||
<TABLE>
<CAPTION>
Initial Component
Designation Principal Balance Remittance Rate
- ---------------- ------------------ ---------------
<S> <C> <C>
Component IA-1-1 $ 0 6.750%(A)
Component IA-1-2 $31,802,345 6.400%(B)
Component IA-1-3 $47,980,767 7.000%(C)
Component IA-1-4 $ 4,633,771 (D)
Component IA-1-5 $ 0 6.750%(E)
Component IA-1-6 $ 1,389,121 (F)
</TABLE>
||
(A) Component IA-1-1 will accrue interest on the Component IA-1-1
Notional Amount (as defined herein). The Component IA-1-1
Notional Amount as of the Closing Date will be approximately
$9,808,192. Component IA-1-1 will not be entitled to receive
distributions of principal.
(B) On each Distribution Date on or before the Component IA-1-2
Accretion Termination Date (as defined herein), an amount equal to
the Component IA-1-2 Accrual Amount (as defined herein) will be
added to the Component IA-1-2 Principal Balance, and such amount
will be distributed as principal to other Components and Classes
of Class IA Certificates as described herein and will not be
distributed as Interest to Component IA-1-2.
(C) On each Distribution Date on or before the Component IA-1-3
Accretion Termination Date (as defined herein), an amount equal to
the Component IA-1-3 Accrual Amount (as defined herein) will be
added to the Component IA-1-3 Principal Balance, and such amount
will be distributed as principal to other Components and Classes
of Class IA Certificates as described herein and will not be
distributed as interest to Component IA-1-3.
(D) Component IA-1-4 will not be entitled to distributions of interest
and will receive principal only in respect of the Group I Mortgage
Loans.
3
<PAGE>
(E) Component IA-1-5 will accrue interest on the Component IA-1-5
Notional Amount (as defined herein). The Component IA-1-5
Notional Amount as of the Closing Date will be approximately
$11,672,000. Component IA-1-5 will not be entitled to receive
distributions of principal.
(F) Component IA-1-6 will not be entitled to distributions of interest
and will only receive principal in respect of those Group I
Mortgage Loans with Pass-Through Rates that are less than 6.750%
per annum.
(3) On each Distribution Date on or before the Class IA-6 Accretion
Termination Date (as defined herein), an amount equal to the Class IA-6
Accrual Amount (as defined herein) will be added to the Class IA-6
Principal Balance, and such amount will be distributed as principal to
other Components (as defined herein) and Classes of Class IA Certificates
as described herein and will not be distributed as interest to the Class
IA-6 Certificates.
(4) The Class IA-X Certificates will accrue interest on the Class IA-X
Notional Amount (as defined herein). The Class IA-X Notional Amount as
of the Closing Date will be approximately $12,784,321. Class IA-X
Certificates will not be entitled to receive distributions of principal.
(5) The Class IIA-X Certificates will accrue interest on the Class IIA-X
Notional Amount (as defined herein). The Class IIA-X Notional Amount as
of the Closing Date will be approximately $1,507,139 Class IIA-X
Certificates will not be entitled to receive distributions of principal.
(6) The Class IIA-P Certificates will not be entitled to distributions of
interest and will only receive principal in respect of those Group II
Mortgage Loans with Pass-Through Rates that are less than 6.50% per
annum.
(7) The Remittance Rate on the Subordinate Certificates will equal on any
Distribution Date, the quotient expressed as a percentage of (a) the sum
of (i) the product of (x) 6.75% and (y) the Group I Subordinate Amount
(as defined herein) and (ii) the product of (x) 6.50% and (y) the Group
II Subordinate Amount (as defined herein), over (b) the sum of (i) the
Group I Subordinate Amount and (ii) the Group II Subordinate Amount. The
initial Remittance Rate for each Class of the Senior Subordinate
Certificates will be approximately 6.729% per annum.
(8) The Class R Certificate will be comprised of two components, component
R-1, which represents the sole residual interest in REMIC I (as
defined herein), and component R-2, which represents the sole residual
interest in REMIC II (as defined herein).
W I T N E S S E T H
In consideration of the mutual agreements herein contained, the
Depositor, Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Whenever used herein, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article:
ADJUSTED LOCKOUT PERCENTAGE: For any Distribution Date prior to the fifth
anniversary of the first Distribution Date will equal 0%, and for any
Distribution Date thereafter will equal the Lockout Percentage.
ADVANCE: An Advance made by the Servicer pursuant to Section 4.3.
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,
4
<PAGE>
"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. The Trustee may obtain and rely on an Officer's Certificate of
the Servicer or the Depositor to determine whether any Person is an Affiliate
of such party.
AGGREGATE CERTIFICATE PRINCIPAL BALANCE: At any given time, the sum of
the then current Class Principal Balances of all Classes of Certificates.
AGGREGATE SUBORDINATE PERCENTAGE: For any Distribution Date, the
aggregate of the Class Principal Balances of the Subordinate Certificates
immediately prior to such Distribution Date divided by the aggregate
Scheduled Principal Balance of all of the Mortgage Loans immediately prior to
such Distribution Date.
AGGREGATE SUBORDINATE PRINCIPAL DISTRIBUTION AMOUNT: The sum of the
Group I Subordinate Principal Distribution Amount and the Group II Subordinate
Principal Distribution Amount.
AGREEMENT: This Pooling and Servicing Agreement and all amendments and
supplements hereto.
ALTA: The American Land Title Association, or any successor.
ANNIVERSARY: Each anniversary of the Cut-off Date.
APPRAISED VALUE: The amount set forth in an appraisal made by or for the
mortgage originator in connection with its origination of each Mortgage Loan.
AUTHENTICATING AGENT: Any authenticating agent appointed by the Trustee
pursuant to Section 8.13.
AUTHORIZED DENOMINATION: With respect to the Certificates (other than
the Class IA-12, Class IA-X, Class IIA-X and Class R Certificates), an initial
Certificate Principal Balance equal to $25,000 each and integral multiples of $1
in excess thereof. With respect to the Class IA-12 Certificates, an initial
Certificate Principal Balance equal to $1,000 each and integral multiples of $1
in excess thereof. With respect to the Class IA-X and IIA-X Certificates, a
Class Notional Amount as of the Cut-Off Date equal to $100,000 and integral
multiples of $1 in excess thereof. With respect to the Class R Certificate, one
Certificate with a Percentage Interest equal to 100%.
AVAILABLE DISTRIBUTION AMOUNT: With respect to each Loan Group, as
determined separately for each Loan Group on any Distribution Date, the sum of
the following amounts with respect to the Mortgage Loans in such Loan Group:
5
<PAGE>
(1) the total amount of all cash received by or on behalf of
the Servicer with respect to such Mortgage Loans by the Determination
Date for such Distribution Date and not previously distributed (including
Liquidation Proceeds), except:
(a) all Prepaid Monthly Payments;
(b) all Curtailments received after the applicable
Prepayment Period (together with any interest payment received
with such prepayments to the extent that it represents the payment
of interest accrued on a related Mortgage Loan subsequent to the
applicable Prepayment Period);
(c) all Payoffs received after the applicable Prepayment
Period immediately preceding such Determination Date (together
with any interest payment received with such Payoffs to the extent
that it represents the payment of interest accrued on such
Mortgage Loan for the period subsequent to the applicable
Prepayment Period);
(d) Insurance Proceeds and Liquidation Proceeds on such
Mortgage Loans received after the applicable Prepayment Period;
(e) all amounts in the Certificate Account which are due
and reimbursable to the Servicer pursuant to the terms of this
Agreement;
(f) the Servicing Fee for each such Mortgage Loan; and
(g) Excess Liquidation Proceeds;
(2) to the extent advanced by the Servicer and not previously
distributed, the amount of any Advance made by the Servicer to the
Trustee with respect to such Distribution Date relating to such Mortgage
Loans;
(3) to the extent advanced by the Servicer and not previously
distributed, any amount payable as Compensating Interest by the Servicer
on such Distribution Date relating to such Mortgage Loans; and
(4) the total amount, to the extent not previously distributed,
of all cash received by the Distribution Date by the Trustee or the
Servicer, in respect of a Purchase Obligation under Section 2.2 and
Section 2.3 or any permitted repurchase of a Mortgage Loan;
PROVIDED THAT, on any Distribution Date on or after the date on which the
aggregate Certificate Principal Balance of the Class IA Certificates
(excluding Component IA-1-6 of the Class IA-1 Certificates) or the Class
IIA-1 Certificate Principal Balance has been reduced to zero, the Available
Distribution Amount, to the extent attributable to principal (in excess of
that needed to reduce such aggregate Certificate Principal Balance of the
Class IA Certificates (excluding Component IA-1-6
6
<PAGE>
of the Class IA-1 Certificates) or the Class IIA-1 Certificate Principal
Balance to zero) for the Loan Group relating to such Class A Certificates
that have been paid in full, other than the portion thereof distributable to
Component IA-1-6 of the Class IA-1 Certificates or the Class IIA-P
Certificates, as applicable, shall be reduced by the Class Principal Balance
of the remaining Class A Certificates that have not been paid in full (other
than Component IA-1-6 of the Class IA-1 Certificates or the Class IIA-P
Certificates) and such amount shall be added to the Available Distribution
Amount for the Loan Group relating to such Certificates, PROVIDED FURTHER
THAT on such Distribution Date either (a) the Aggregate Subordinate
Percentage for such Distribution Date is less than 200% times the initial
Aggregate Subordinate Percentage, or (b) the average outstanding Principal
Balance of the Mortgage Loans in either Loan Group delinquent 60 days or more
over the last six months, as a percentage of the corresponding Group I or
Group II Subordinate Amount, is greater than or equal to 50%.
BANKRUPTCY COVERAGE: With respect to all Mortgage Loans, the
Bankruptcy Coverage Initial Amount for such Mortgage Loans, less (a) any
scheduled or permissible reduction in the amount of Bankruptcy Coverage
pursuant to this definition and (b) Bankruptcy Losses allocated to the
Certificates. Bankruptcy Coverage may be reduced upon written confirmation
from the Rating Agency that such reduction will not adversely affect the then
current ratings assigned to the Certificates by the Rating Agency.
BANKRUPTCY COVERAGE INITIAL AMOUNT: $173,416.
BANKRUPTCY LOSS: A loss on a Mortgage Loan arising out of (i) a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court
of competent jurisdiction in a case under the United States Bankruptcy Code,
other than any such reduction that arises out of clause (ii) of this
definition of "Bankruptcy Loss," including, without limitation, any such
reduction that results in a permanent forgiveness of principal, or (ii) with
respect to any Mortgage Loan, a valuation, by a court of competent
jurisdiction in a case under such Bankruptcy Code, of the related Mortgaged
Property in an amount less than the then outstanding Principal Balance of
such Mortgage Loan.
BENEFICIAL HOLDER: A Person holding a beneficial interest in any
Book-Entry Certificate as or through a DTC Participant or an Indirect DTC
Participant or a Person holding a beneficial interest in any Definitive
Certificate.
BOOK-ENTRY CERTIFICATES: The Class A Certificates, the Class M
Certificates, the Class B-1 Certificates and the Class B-2 Certificates
beneficial ownership and transfers of which shall be made through book
entries as described in Section 5.7.
BUSINESS DAY: Any day other than a Saturday, a Sunday, or a day on
which banking institutions in Chicago, Illinois or New York, New York are
authorized or obligated by law or executive order to be closed.
CERTIFICATE: Any one of the Certificates issued pursuant to this
Agreement, executed by the Trustee and authenticated by or on behalf of the
Trustee hereunder in substantially one of the forms
7
<PAGE>
set forth in Exhibits A and B hereto. The additional matter appearing in
Exhibit K shall be deemed incorporated into Exhibits A and B as though set
forth at the end of Exhibit A and at the end of Exhibit B, as applicable.
CERTIFICATE ACCOUNT: The separate trust account created and
maintained with the Trustee or any other bank or trust company acceptable to
the Rating Agency which is incorporated under the laws of the United States
or any state thereof, which account shall bear a designation clearly
indicating that the funds deposited therein are held in trust for the benefit
of the Trustee on behalf of the Certificateholders or any other account
serving a similar function acceptable to the Rating Agency. Funds in the
Certificate Account in respect of the Mortgage Loans in Loan Group I and the
Mortgage Loans in Loan Group II and amounts withdrawn from the Certificate
Account attributable to each of such Loan Groups shall be accounted for
separately. If the Trustee has appointed a Certificate Administrator pursuant
to Section 4.10, funds on deposit in the Certificate Account may be invested
in Eligible Investments and reinvestment earnings thereon shall be paid to
the Certificate Administrator as additional compensation for the Certificate
Administrator's performance of the duties delegated to it by the Trustee.
Funds deposited in the Certificate Account (exclusive of the Servicing Fee)
shall be held in trust for the Certificateholders and for the uses and
purposes set forth in Section 3.2, Section 3.3 and Section 4.1.
CERTIFICATE ACCOUNT STATEMENT: With respect to the Certificate
Account, a statement delivered by the Certificate Administrator to the
Trustee pursuant to Section 3.10.
CERTIFICATE ADMINISTRATOR: Any Certificate Administrator appointed by
the Trustee as provided pursuant to Section 4.10. Initially, the Certificate
Administrator will be LaSalle National Bank.
CERTIFICATE ADMINISTRATOR AND TRUSTEE FEE: For each Mortgage Loan, a
fee per annum equal to 0.0125% of the outstanding Principal Balance thereof
which shall be paid by the Servicer to the Certificate Administrator and the
Trustee.
CERTIFICATE DISTRIBUTION AMOUNT: (I) For any Distribution Date prior
to the Credit Support Depletion Date, as applicable, the Available
Distribution Amount for the related Loan Group shall be distributed to the
related Certificates in the following amounts and priority:
(a) With respect to the Class A Certificates and the Class R
Certificate, on any Distribution Date prior to the Credit Support
Depletion Date, to the extent of the Available Distribution Amount for
Loan Group I remaining following prior distributions, if any, on such
Distribution Date:
(i) First, to Component IA-1-6 of the Class IA-1
Certificates, the Group I Discount Fractional Principal Amount;
(ii) Second, to the Class IA and Class R Certificate,
concurrently, the sum of the Interest Distribution Amounts for
such Classes of Certificates (and
8
<PAGE>
Components thereof) remaining unpaid from previous Distribution
Dates, pro rata according to their respective shares of such
unpaid amounts; provided, however, that (i) on or before
the Class IA-6 Accretion Termination Date, the amount that
would otherwise be payable to the Class IA-6 Certificates
pursuant to this clause (I)(a)(ii) will be paid instead
as principal as described in clause (I)(a)(iii)(b) of this
definition of Certificate Distribution Amount, (ii) on or before
the Component IA-1-2 Accretion Termination Date, the amount that
would otherwise be payable to the Component IA-1-2 of the Class IA
Certificates pursuant to this clause (I)(a)(ii) will be paid
instead as principal as described in clause (I)(a)(iii)(c) of this
definition of Certificate Distribution Amount and (iii) on or
before the Component IA-1-3 Accretion Termination Date, the amount
that would otherwise be payable to the Component IA-1-3 of the
Class IA Certificates pursuant to this clause (I)(a)(ii) will be
paid instead as principal as described in clause (I)(a)(iii)(d) of
this definition of Certificate Distribution Amount;
(iii) Third, (a) to the Class IA and Class R Certificate,
concurrently, the sum of the Interest Distribution Amounts for
such Classes of Certificates (and components thereof) for the
current Distribution Date, pro rata according to their respective
Interest Distribution Amounts;
(b) on or before the Class IA-6 Accretion
Termination Date, the Class IA-6 Accrual Amount, as
principal, as follows:
(1) first, to the Class IA-5 Certificates, to the
extent necessary to reduce the Class IA-5
Principal Balance to its Targeted Principal
Balance for such Distribution Date;
(2) second, to Component IA-1-3 of the Class IA-1
Certificates, to the extent necessary to
reduce the Component IA-1-3 Principal Balance
to its Targeted Principal Balance for such
Distribution Date; and
(3) third, to the Class IA-6 Certificates;
(c) on or before the Component IA-1-2 Accretion
Termination Date, the Component IA-1-2 Accrual Amount, as
principal, as follows:
(1) first, to the Class IA-4 Certificates until
the Class IA-4 Certificate Principal Balance
has been reduced to zero; and
(2) second, to Component IA-1-2 of the Class IA-1
Certificates without regard to its Planned
Principal Balance;
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<PAGE>
(d) on or before the Component IA-1-3 Accretion
Termination Date, the Component IA-1-3 Accrual Amount, as
principal, as follows:
(1) first, to the Class IA-5 Certificates, to the
extent necessary to reduce the Class IA-5
Principal Balance to its Targeted Principal
Balance for such Distribution Date; and
(2) second, to Component IA-1-3 of the Class IA-1
Certificates without regard to its Targeted
Principal Balance; and
(iv) Fourth, to the Class IA (other than Components
IA-1-1, IA-1-5 and IA-1-6 and the Class IA-X and Class IIA-X
Certificates) and Class R Certificates, the Group I Senior
Principal Distribution Amount as follows:
(a) first, to the Class R Certificates, to the
extent necessary to reduce the Class R Principal Balance to
zero;
(b) second, to the Class IA Certificates, the
portion of the Group I Senior Principal Distribution Amount
remaining after the distributions in paragraph
(I)(a)(iv)(a) above as follows:
(1) 76.1363580% sequentially as follows:
(a) first, to the Class IA-3
Certificates, to the extent
necessary to reduce the Class
IA-3 Certificate Principal
Balance to its Planned
Principal Balance for such
Distribution Date;
(b) second, to the Class IA-2
Certificates, to the extent
necessary to reduce the
Class IA-2 Certificate
Principal Balance to its
Planned Principal Balance for
such Distribution Date;
(c) third, to the Class IA-7
Certificates, to the extent
necessary to reduce the Class
IA-7 Certificate Principal
Balance to its Planned
Principal Balance for such
Distribution Date;
(d) fourth, to the Class IA-8
Certificates, to the extent
necessary to reduce the
Class IA-8 Certificate
Principal Balance to its
Planned Principal Balance for
such Distribution Date;
(e) fifth, to the Class IA-9
Certificates, to the extent
necessary to reduce the Class
IA-9 Certificate
10
<PAGE>
Principal Balance to its
Planned Principal Balance for
such Distribution Date;
(f) sixth, sequentially to the
Class IA-4 Certificates and to
Component IA-1-2 of the Class
IA-1 Certificates, to the
extent necessary to reduce the
aggregate of their Certificate
and Component Principal
Balances to their combined
Planned Principal Balance for
such Distribution Date;
(g) seventh, concurrently as
follows:
i) 3.5714286% to Component
IA-1-4 of the Class IA-1
Certificates, until the
Component IA-1-4
Component Principal
Balance is reduced to
zero; and
ii) 96.4285714% sequentially
as follows:
a) first, to the
Class IA-5
Certificates, to
the extent
necessary to
reduce the Class
IA-5 Certificate
Principal Balance
to its Targeted
Principal Balance
for such
Distribution
Date;
b) second, to
Component IA-1-3
of the Class IA-1
Certificates, to
the extent
necessary to
reduce the
Component IA-1-3
Component
Principal Balance
to its Targeted
Principal Balance
for such
Distribution
Date;
c) third, to the
Class IA-6
Certificates
until the Class
IA-6 Certificate
Principal Balance
has been reduced
to zero;
d) fourth, to the
Class IA-5
Certificates
until the Class
IA-5 Certificate
Principal Balance
has been reduced
to zero; and
e) fifth, to
Component IA-1-3
of the Class IA-1
Certificates
until the
Component IA-1-3
Component
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<PAGE>
Principal Balance
has been reduced
to zero;
(h) eighth, to the Class IA-3
Certificates until the Class
IA-3 Certificate Principal
Balance has been reduced to
zero;
(i) ninth, to the Class IA-2
Certificates until the Class
IA-2 Certificate Principal
Balance has been reduced to
zero;
(j) tenth, to the Class IA-7
Certificates until the Class
IA-7 Certificate Principal
Balance has been reduced to
zero;
(k) eleventh, to the Class IA-8
Certificates until the Class
IA-8 Certificate Principal
Balance has been reduced to
zero;
(l) twelfth, to the Class IA-9
Certificates until the Class
IA-9 Certificate Principal
Balance has been reduced to
zero;
(m) thirteenth, to the Class IA-4
Certificates until the Class
IA-4 Certificate Principal
Balance has been reduced to
zero; and
(n) fourteenth, to Component IA-1-2
of the Class IA-1 Certificates
until the Component IA-1-2
Component Principal Balance has
been reduced to zero;
(2) 23.8636420% sequentially as follows:
(a) first, to the Class IA-13
Certificates, an amount up to
the amount of the Lockout
Principal Amount (as defined
herein) for such Distribution
Date, until the Certificate
Principal Balance of the Class
IA-13 Certificates has been
reduced to zero;
(b) second, concurrently, until the
Certificate Principal Balance
of the Class IA-10 Certificates
has been reduced to zero,
38.4982162% to the Class IA-10
Certificates and 61.5017838% to
the Class IA-14 Certificates;
(c) third, concurrently, until the
Certificate Principal Balance
of each of the Class IA-11 and
IA-14
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<PAGE>
Certificates has been reduced
to zero, 22.2395023% to
the Class IA-11 Certificates
and 77.7604977% to the Class
IA-14 Certificates;
(d) fourth, to the Class IA-12
Certificates, until the
Certificate Principal Balance
of the Class IA-12 Certificates
has been reduced to zero; and
(e) fifth, to the Class IA-13
Certificates, until the
Certificate Principal Balance
of the Class IA-13 Certificates
has been reduced to zero;
(v) Fifth, to Component IA-1-6 of the Class IA-1
Certificates, the Group I Discount Fractional Principal Shortfall
amount payable to Component IA-1-6 of the Class IA-1 Certificates
on previous Distribution Dates pursuant to clause (I)(a)(vi) of
this definition of "Certificate Distribution Amount" and remaining
unpaid from such previous Distribution Dates;
(vi) Sixth, to Component IA-1-6 of the Class IA-1
Certificates, the Group I Discount Fractional Principal Shortfall,
PROVIDED THAT any amounts distributed in respect of the Group I
Discount Fractional Principal Shortfall pursuant to paragraph
(I)(a)(v) or this paragraph (I)(a)(vi) of this definition of
"Certificate Distribution Amount" shall not cause a further
reduction of the Component IA-1-6 Component Principal Balance; and
(vii) Seventh, to the Class IIA-1 Certificates, any
amounts distributable in respect of the Group II
Undercollateralized Amount;
(b) With respect to the Class A Certificates, on any
Distribution Date prior to the Credit Support Depletion Date, to the
extent of the Available Distribution Amount for Loan Group II remaining
following prior distributions, if any, on such Distribution Date:
(i) First, to the Class IIA-P Certificates, the sum of
the product of the Class IIA-P Discount Fraction multiplied by the
sum of (x) scheduled payments of principal on each Group II
Discount Mortgage Loan due on or before the related Due Date in
respect of which no distribution has been made on any previous
Distribution Date and which were received by the Determination
Date, or which have been advanced as part of an Advance with
respect to such Distribution Date, (y) the principal portion
received in respect of each Group II Discount Mortgage Loan during
the applicable Prepayment Period of (1) Curtailments, (2)
Insurance Proceeds, (3) the amount, if any, of the principal
portion of the Purchase Price pursuant to a Purchase Obligation or
any repurchase of a Group II Discount Mortgage Loan permitted
hereunder and (4) Liquidation Proceeds and (z) the principal
portion of Payoffs received in respect of such Group II Discount
Mortgage Loan during the Prepayment Period;
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<PAGE>
(ii) Second, to the Class IIA-1 and Class IIA-X
Certificates, concurrently, the sum of the Interest Distribution
Amounts for such Classes of Certificates remaining unpaid from
previous Distribution Dates, pro rata according to their
respective shares of such unpaid amounts;
(iii) Third, to the Class IIA-1 and Class IIA-X
Certificates, concurrently, the sum of the Interest Distribution
Amounts for such Classes of Certificates for the current
Distribution Date, pro rata according to their respective Interest
Distribution Amounts;
(iv) Fourth, to the Class IIA-1 Certificates, the Group
II Senior Principal Distribution Amount;
(v) Fifth, to the Class IIA-P Certificates, the Class
IIA-P Discount Fractional Principal Shortfall payable to the Class
IIA-P Certificates on previous Distribution Dates pursuant to
clause (I)(b)(vi) of this definition of "Certificate Distribution
Amount" and remaining unpaid from such previous Distribution
Dates;
(vi) Sixth, to the Class IIA-P Certificates, the Class
IIA-P Discount Fractional Principal Shortfall, PROVIDED THAT any
amounts distributed in respect of Class IIA-P Discount Fractional
Principal Shortfall pursuant to paragraph (I)(b)(v) or this
paragraph (I)(b)(vi) of this definition of "Certificate
Distribution Amount" shall not cause a further reduction in the
Class IIA-P Principal Balance; and
(vii) Seventh, to the Class IA Certificates (other than
Components IA-1-1, IA-1-5 and IA-1-6 of the Class IA-1
Certificates and the Class IA-X Certificates), any amounts
distributable in respect of the Group I Undercollateralized
Amount;
(c) With respect to the Subordinate Certificates and the Class R
Certificate, on any Distribution Date prior to the Credit Support Depletion
Date, to the extent of the Available Distribution Amount for each Loan Group
remaining following prior distributions on such Distribution Date:
(i) First, to the Class M Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid from
previous Distribution Dates;
(ii) Second, to the Class M Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(iii) Third, to the Class M Certificates, the portion of the
Group I Subordinate Principal Distribution Amount and the Group II
Subordinate Principal Distribution Amount allocable to such Class of
Certificates pursuant to the definitions of "Group I Subordinate
Principal Distribution Amount" and "Group II Subordinate Principal
Distribution Amount" herein, until the Class M Principal Balance has been
reduced to zero;
14
<PAGE>
(iv) Fourth, to the Class B-1 Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid from
previous Distribution Dates;
(v) Fifth, to the Class B-1 Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(vi) Sixth, to the Class B-1 Certificates, the portion of the
Group I Subordinate Principal Distribution Amount and the Group II
Subordinate Principal Distribution Amount allocable to such Class of
Certificates pursuant to the definitions of "Group I Subordinate
Principal Distribution Amount" and "Group II Subordinate Principal
Distribution Amount" herein, until the Class B-1 Principal Balance has
been reduced to zero;
(vii) Seventh, to the Class B-2 Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid from
previous Distribution Dates;
(viii) Eighth, to the Class B-2 Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(ix) Ninth, to the Class B-2 Certificates, the portion of the
Group I Subordinate Principal Distribution Amount and the Group II
Subordinate Principal Distribution Amount allocable to such Class of
Certificates pursuant to the definitions of "Group I Subordinate
Principal Distribution Amount" and "Group II Subordinate Principal
Distribution Amount" herein, until the Class B-2 Principal Balance has
been reduced to zero;
(x) Tenth, to the Class B-3 Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid from
previous Distribution Dates;
(xi) Eleventh, to the Class B-3 Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(xii) Twelfth, to the Class B-3 Certificates, the portion of the
Group I Subordinate Principal Distribution Amount and the Group II
Subordinate Principal Distribution Amount allocable to such Class of
Certificates pursuant to the definitions of "Group I Subordinate
Principal Distribution Amount" and "Group II Subordinate Principal
Distribution Amount" herein, until the Class B-3 Principal Balance has
been reduced to zero;
(xiii) Thirteenth, to the Class B-4 Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid from
previous Distribution Dates;
(xiv) Fourteenth, to the Class B-4 Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(xv) Fifteenth, to the Class B-4 Certificates, the portion of
the Group I Subordinate Principal Distribution Amount and the Group II
Subordinate Principal Distribution Amount
15
<PAGE>
allocable to such Class of Certificates pursuant to the definitions
of "Group I Subordinate Principal Distribution Amount" and
"Group II Subordinate Principal Distribution Amount" herein, until
the Class B-4 Principal Balance has been reduced to zero;
(xvi) Sixteenth, to the Class B-5 Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid from
previous Distribution Dates;
(xvii) Seventeenth, to the Class B-5 Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(xviii) Eighteenth, to the Class B-5 Certificates, the
portion of the Group I Subordinate Principal Distribution Amount and the
Group II Subordinate Principal Distribution Amount allocable to such
Class of Certificates pursuant to the definitions of "Group I Subordinate
Principal Distribution Amount" and "Group II Subordinate Principal
Distribution Amount" herein, until the Class B-5 Principal Balance has
been reduced to zero;
(xix) Nineteenth, to each Class of Subordinate Certificates in
the order of seniority, the amount of unreimbursed Realized Losses
previously allocated to such Class, if any, provided that any amounts
distributed in respect of losses pursuant to this paragraph (I)(c)(xix)
of this definition of "Certificate Distribution Amount" shall not cause a
further reduction in the Class Principal Balances of the Subordinate
Certificates; and
(xx) Twentieth, to the Class R Certificate, the Residual
Distribution Amount for each Loan Group for such Distribution Date;
(II) For any Distribution Date on or after the Credit Support Depletion
Date, the Available Distribution Amount for the related Loan Group shall be
distributed to the outstanding Classes of Certificates of the related
Certificate Group in the following amounts and priority:
(a) With respect to the Class IA Certificates and Class R
Certificate, on any Distribution Date on or after the Credit Support
Depletion Date, to the extent of the Available Distribution Amount for
Loan Group I remaining following prior distributions, if any, on such
Distribution Date:
(i) First, to Component IA-1-6 of the Class IA-1
Certificates, principal in the amount that would otherwise be
distributed to such Class on such Distribution Date pursuant to
clause (I)(a)(i) of this definition of "Certificate Distribution
Amount";
(ii) Second, to the Class IA Certificates and the Class R
Certificate, the amount payable to each such Class of Certificates
on prior Distribution Dates pursuant to clause (I)(a)(ii) or
(II)(a)(iii) of this definition of "Certificate Distribution
Amount," and remaining unpaid, pro rata according to such amount
payable to the extent of amounts available;
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<PAGE>
(iii) Third, to the Class IA Certificates and the Class R
Certificate (other than Components IA-1-4 and IA-1-6 of the Class
IA-1 Certificates), concurrently, the sum of the Interest
Distribution Amounts for such Classes and Components of
Certificates for the current Distribution Date, pro rata according
to their respective Interest Distribution Amounts;
(iv) Fourth, to the Class IA Certificates other than the
Class IA-X Certificates and the Components IA-1-1, IA-1-5 and
IA-1-6 of the Class IA-1 Certificates, the Group I Senior
Principal Distribution Amount, pro rata, according to their
respective Class Principal Balances; and
(v) Fifth, to the Class R Certificate, the Residual
Distribution Amount for Loan Group I for such Distribution Date;
(b) With respect to the Class IIA Certificates, on any
Distribution Date on or after the Credit Support Depletion Date, to the
extent of the Available Distribution Amount for Loan Group II remaining
following prior distributions, if any, on such Distribution Date:
(i) First, to the Class IIA-P Certificates, principal in
the amount that would otherwise be distributed to such Class on
such Distribution Date pursuant to clause (I)(b)(i) of this
definition of "Certificate Distribution Amount";
(ii) Second, to the Class IIA Certificates (other than
the Class IIA-P Certificates), the amount payable to each such
Class of Certificates on prior Distribution Dates pursuant to
clause (I)(b)(ii) or (II)(b)(iii) of this definition of
"Certificate Distribution Amount," and remaining unpaid, pro rata
according to such amount payable to the extent of amounts
available;
(iii) Third, to the Class IIA-1 and Class IIA-X
Certificates, concurrently, the sum of the Interest Distribution
Amounts for such Classes of Certificates for the current
Distribution Date, pro rata according to their respective Interest
Distribution Amounts;
(iv) Fourth, to the Class IIA-1 Certificates, the Group
II Senior Principal Distribution Amount until such Class IIA-1
Certificate Principal Balance has been reduced to zero; and
(v) Fifth, to the Class R Certificate, the Residual
Distribution Amount for Loan Group II for such Distribution Date.
CERTIFICATE GROUP: The Class IA Certificates or Class IIA Certificates,
as applicable.
CERTIFICATE PRINCIPAL BALANCE: For each Certificate of any Class, the
portion of the related Class Principal Balance, if any, represented by such
Certificate.
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<PAGE>
CERTIFICATE REGISTER AND CERTIFICATE REGISTRAR: The register
maintained and the registrar appointed, respectively, pursuant to Section
5.3. Initially, the Certificate Registrar shall be LaSalle National Bank.
CERTIFICATEHOLDER OR HOLDER: The person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the
purposes of giving any consent pursuant to this Agreement, any Certificate
registered in the name of the Depositor, the Certificate Administrator, the
Servicer or any affiliate thereof shall be deemed not to be outstanding and
the Percentage Interest evidenced thereby shall not be taken into account in
determining whether the requisite percentage of Percentage Interests
necessary to effect any such consent has been obtained; provided, that the
Trustee, the Certificate Registrar and the Paying Agent may conclusively rely
upon an Officer's Certificate to determine whether any Person is an affiliate
of the Depositor, the Certificate Administrator or the Servicer.
CERTIFICATEHOLDERS' REPORT: As defined in Section 4.2(a).
CLASS: All Certificates having the same priority and rights to
payments from the Available Distribution Amount, designated as a separate
Class, as set forth in the forms of Certificates attached hereto as Exhibits
A and B. Each Class shall be entitled to receive the amounts allocated to
such Class pursuant to the definition of "Certificate Distribution Amount"
only to the extent of the Available Distribution Amount for such Distribution
Date remaining after distributions in accordance with prior clauses of the
definition of "Certificate Distribution Amount."
CLASS A CERTIFICATES: The Class IA and Class IIA Certificates,
collectively.
CLASS B-1 CERTIFICATES: The Certificates designated as "Class B-l" on
the face thereof in substantially the form attached hereto as Exhibit A-21.
The Class B-1 Certificates, all of which are related to the Mortgage Loans in
both Loan Group I and Loan Group II, shall be entitled to receive
distributions related to such Mortgage Loans.
CLASS B-2 CERTIFICATES: The Certificates designated as "Class B-2" on
the face thereof in substantially the form attached hereto as Exhibit A-22.
The Class B-2 Certificates, all of which are related to the Mortgage Loans in
both Loan Group I and Loan Group II, shall be entitled to receive
distributions related solely to such Mortgage Loans.
CLASS B-3 CERTIFICATES: The Certificates designated as "Class B-3" on
the face thereof in substantially the form attached hereto as Exhibit A-23.
The Class B-3 Certificates, all of which are related to the Mortgage Loans
both in Loan Group I and Loan Group II, shall be entitled to receive
distributions related to such Mortgage Loans.
CLASS B-4 CERTIFICATES: The Certificates designated as "Class B-4" on
the face thereof in substantially the form attached hereto as Exhibit A-24.
The Class B-4 Certificates, all of which are related to the Mortgage Loans
both in Loan Group I and Loan Group II, shall be entitled to receive
distributions related to such Mortgage Loans.
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CLASS B-5 CERTIFICATES: The Certificates designated as "Class B-5" on
the face thereof in substantially the form attached hereto as Exhibit A-25.
The Class B-5 Certificates, all of which are related to the Mortgage Loans in
both Loan Group I and Loan Group II, shall be entitled to receive
distributions related to such Mortgage Loans.
CLASS IA CERTIFICATES: The Class IA-1, IA-2, IA-3, IA-4, IA-5, IA-6,
IA-7, IA-8, IA-9, IA-10, IA-11, IA-12, IA-13, IA-14 and IA-X Certificates,
collectively.
CLASS IA-1 CERTIFICATES: The Certificates designated as "Class IA-1"
on the face thereof in substantially the form attached hereto as Exhibit A-1.
The Class IA-1 Certificates are related to the Mortgage Loans in Loan Group
I.
CLASS IA-2 CERTIFICATES: The Certificates designated as "Class IA-2"
on the face thereof in substantially the form attached hereto as Exhibit A-2.
The Class IA-2 Certificates are related to the Mortgage Loans in Loan Group
I.
CLASS IA-3 CERTIFICATES: The Certificates designated as "Class IA-3"
on the face thereof in substantially the form attached hereto as Exhibit A-3.
The Class IA-3 Certificates are related to the Mortgage Loans in Loan Group
I.
CLASS IA-4 CERTIFICATES: The Certificates designated as "Class IA-4"
on the face thereof in substantially the form attached hereto as Exhibit A-4.
The Class IA-4 Certificates are related to the Mortgage Loans in Loan Group
I.
CLASS IA-5 CERTIFICATES: The Certificates designated as "Class IA-5"
on the face thereof in substantially the form attached hereto as Exhibit A-5.
The Class IA-5 Certificates are related to the Mortgage Loans in Loan Group
I.
CLASS IA-6 ACCRETION TERMINATION DATE: The earlier to occur of (i) the
Distribution Date on which the Component IA-1-3 Principal Balance has been
reduced to zero and (ii) the Credit Support Depletion Date.
CLASS IA-6 ACCRUAL AMOUNT: For any Distribution Date, an amount equal
to the accrued interest that would otherwise be distributable in respect of
the Class IA-6 Certificates on such Distribution Date and which will be added
to the Class IA-6 Principal Balance.
CLASS IA-6 CERTIFICATES: The Certificates designated as "Class IA-6"
on the face thereof in substantially the form attached hereto as Exhibit A-6.
The Class IA-6 Certificates are related to the Mortgage Loans in Loan Group
I.
CLASS IA-7 CERTIFICATES: The Certificates designated as "Class IA-7"
on the face thereof in substantially the form attached hereto as Exhibit A-7.
The Class IA-7 Certificates are related to the Mortgage Loans in Loan Group
I.
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CLASS IA-8 CERTIFICATES: The Certificates designated as "Class IA-8"
on the face thereof in substantially the form attached hereto as Exhibit A-8.
The Class IA-8 Certificates are related to the Mortgage Loans in Loan Group
I.
CLASS IA-9 CERTIFICATES: The Certificates designated as "Class IA-9"
on the face thereof in substantially the form attached hereto as Exhibit A-9.
The Class IA-9 Certificates are related to the Mortgage Loans in Loan Group
I.
CLASS IA-10 CERTIFICATES: The Certificates designated as "Class
IA-10" on the face thereof in substantially the form attached hereto as
Exhibit A-10. The Class IA-10 Certificates are related to the Mortgage Loans
in Loan Group I.
CLASS IA-11 CERTIFICATES: The Certificates designated as "Class
IA-11" on the face thereof in substantially the form attached hereto as
Exhibit A-11. The Class IA-11 Certificates are related to the Mortgage Loans
in Loan Group I.
CLASS IA-12 CERTIFICATES: The Certificates designated as "Class
IA-12" on the face thereof in substantially the form attached hereto as
Exhibit A-12. The Class IA-12 Certificates are related to the Mortgage Loans
in Loan Group I.
CLASS IA-13 CERTIFICATES: The Certificates designated as "Class
IA-13" on the face thereof in substantially the form attached hereto as
Exhibit A-13. The Class IA-13 Certificates are related to the Mortgage Loans
in Loan Group I.
CLASS IA-14 CERTIFICATES: The Certificates designated as "Class
IA-14" on the face thereof in substantially the form attached hereto as
Exhibit A-14. The Class IA-14 Certificates are related to the Mortgage Loans
in Loan Group I.
CLASS IA-X CERTIFICATES: The Certificates designated as "Class IA-X"
on the face thereof in substantially the form attached hereto as Exhibit
A-16. The Class IA-X Certificates are related to the Mortgage Loans in Loan
Group I.
CLASS IA-X NOTIONAL AMOUNT: For any Distribution Date, an amount
equal to 52.2740973% of the Group I Notional Amount.
CLASS IIA CERTIFICATES: The Class IIA-1, IIA-X and IIA-P
Certificates, collectively.
CLASS IIA-1 CERTIFICATES: The Certificates designated as "Class
IIA-1" on the face thereof in substantially the form attached hereto as
Exhibit A-17. The Class IIA-1 Certificates are related to the Mortgage Loans
in Loan Group II.
CLASS IIA-X Certificates: The Certificates designated as "Class
IIA-X" on the face thereof in substantially the form attached hereto as
Exhibit A-18. The Class IIA-X Certificates are related to the Mortgage Loans
in Loan Group II.
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CLASS IIA-X NOTIONAL AMOUNT: For any Distribution Date, an amount
equal to the product of (x) the aggregate Scheduled Principal Balance, as of
the second preceding Due Date after giving effect to payments scheduled to be
received as of such Due Date, whether or not received, or with respect to the
initial Distribution Date of the Group II Premium Rate Mortgage Loans, as of
the Cut-Off Date, and (y) a fraction, the numerator of which is the weighted
average of the Stripped Interest Rates for the Group II Premium Rate Mortgage
Loans as of such Due Date and the denominator of which is 6.500%.
CLASS IIA-P CERTIFICATES: The Certificates designated as "Class
IIA-P" on the face thereof in substantially the form attached hereto as
Exhibit A-19. The Class IIA-P Certificates are related to the Group II
Discount Mortgage Loans.
CLASS IIA-P DISCOUNT FRACTION: For each Group II Discount Mortgage
Loan, a fraction, the numerator of which is 6.500% less the Pass-Through Rate
on such Group II Discount Mortgage Loan and the denominator of which is
6.500%.
CLASS IIA-P DISCOUNT FRACTIONAL PRINCIPAL SHORTFALL: For any
Distribution Date, an amount equal to the Class IIA-P Fraction of any
Realized Loss on a Group II Discount Mortgage Loan, other than a Special
Hazard Loss, Fraud Loss or Bankruptcy Loss in excess of the Special Hazard
Coverage, Fraud Coverage or Bankruptcy Coverage, as applicable.
CLASS IIA-P DISCOUNT PRINCIPAL DISTRIBUTION AMOUNT: On each
Distribution Date, a portion of the Available Distribution Amount for Loan
Group II attributable to principal received on or in respect of any Group II
Discount Mortgage Loan, equal to the amount of such principal so attributable
multiplied by the Class IIA-P Fraction plus such other amounts as are
distributable as principal in accordance with clauses (I)(b)(v) and
(I)(b)(vi) under the definition of "Certificate Distribution Amount" herein.
CLASS M CERTIFICATES: The Certificates designated as "Class M" on the
face thereof in substantially the form attached hereto as Exhibit A-20. The
Class M Certificates, all of which are related to the Mortgage Loans in both
Loan Group I and Loan Group II, shall be entitled to receive distributions
related to such Mortgage Loans.
CLASS NOTIONAL AMOUNT: With respect to the Class IA-X Certificates,
the Class IA-X Notional Amount; with respect to the Class IIA-X Certificates,
the Class IIA-X Notional Amount; with respect to the Component IA-1-1
Notional Amount, the Component IA-1-1 Notional Amount and with respect to the
Component IA-1-5 Notional Amount, the Component IA-1-5 Notional Amount, as
applicable.
CLASS PRINCIPAL BALANCE: For any Class of Certificates, other than
the Class IA-1 and Class IA-6 Certificates, the applicable Initial Class
Principal Balance therefor set forth in the Preliminary Statement hereto,
corresponding to the rights of such Class in payments of principal due to be
passed through to Certificateholders from principal payments on the Mortgage
Loans, as reduced from time to time by (x) distributions of principal to
Certificateholders of such Class (including, with respect
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to the Class IA-6 Certificates, the portions of the Class IA-6 Accrual Amount
distributed to such Class of Certificates) and (y) the portion of Realized
Losses allocated to the Class Principal Balance of such Class pursuant to the
definition of "Realized Loss" with respect to a given Distribution Date. For
any Distribution Date, the reduction of the Class Principal Balance of any
Class of Certificates pursuant to the definition of "Realized Loss" shall be
deemed effective prior to the determination and distribution of principal on
such Class pursuant to the definition of "Certificate Distribution Amount".
In addition to the foregoing, on each Distribution Date on or before the
Class IA-6 Accretion Termination Date, the Class IA-6 Principal Balance will
be increased by the Class IA-6 Accrual Amount for such Distribution Date, on
each Distribution Date on or before the Component IA-1-2 Accretion
Termination Date, the Component IA-1-2 Principal Balance will be increased by
the Component IA-1-2 Accrual Amount for such Distribution Date, and on each
Distribution Date on or before the Component IA-1-3 Accretion Termination
Date, the Component IA-1-3 Principal Balance will be increased by the
Component IA-1-3 Accrual Amount for such Distribution Date. Notwithstanding
the foregoing, (i) the Class Principal Balance of the most subordinate Class
of Certificates outstanding at any time shall be equal to the aggregate
Scheduled Principal Balance of all of the Mortgage Loans less the Class
Principal Balance of all other Classes of Certificates and (ii) any amounts
distributed in respect of losses pursuant to paragraphs (I)(a)(v),
(I)(a)(vi), (I)(b)(v) or (I)(b)(vi), of the definition of "Certificate
Distribution Amount" shall not cause a further reduction in the Component
IA-1-6 Component Principal Balance or the Class IIA-P Principal Balance. The
Class Principal Balance for the Class IA-2 Certificates shall be referred to
as the "Class IA-2 Principal Balance", the Class Principal Balance for the
Class IA-3 Certificates shall be referred to as the "Class IA-3 Principal
Balance" and so on. The Class IA-1 Principal Balance shall equal the sum of
the Component Principal Balances of Components IA-1-2, IA-1-3, IA-1-4 and
IA-1-6. The Class Principal Balances of the Class IA-X and Class IIA-X
Certificates and the Principal Balances of Components IA-1-1 and IA-1-5 shall
be zero.
CLASS R CERTIFICATE: The Certificate designated as "Class R" on the
face thereof in substantially the form attached hereto as Exhibit B, that is
composed of Components R-1 and R-2, each of which has been designated as the
sole class of "residual interests" in the REMIC I and REMIC II, respectively,
pursuant to Section 2.1.
CLASS R CERTIFICATEHOLDER: The registered Holder of the Class R
Certificate.
CLOSING DATE: June 25, 1998, which is the date of settlement of the
sale of the Certificates to the initial purchasers thereof.
CODE: The Internal Revenue Code of 1986, as amended.
COMPENSATING INTEREST: For any Distribution Date with respect to each
Loan Group contained therein, the lesser of (i) the sum of (a) one-twelfth of
0.125% of the aggregate outstanding principal balance of each Mortgage Loan
on such Distribution Date, (b) the aggregate Payoff Earnings and (c) the
aggregate Payoff Interest and (ii) the aggregate Uncollected Interest.
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COMPONENT: A portion of the Class IA-1 Certificates representing
parts of the entitlement of such Classes to principal and/or interest as
described in the Preliminary Statement hereto and the remainder of this
Agreement.
COMPONENT IA-1-1: A portion of the Class IA-1 Certificates
representing part of the entitlement of such class to interest as described
in the Preliminary Statement hereto in the remainder of this Agreement.
COMPONENT IA-1-1 NOTIONAL AMOUNT: With respect to any Distribution
Date, an amount equal to the product of (x) the aggregate Class Principal
Balances of the Stripped Certificates as of any date of determination and (y)
a fraction, the numerator of which is the weighted average of the difference
between the Remittance Rate for Component IA-1-1 of the Class IA-1
Certificates and the Remittances Rates for the Stripped Certificates as of
such date of determination and the denominator of which is the Remittance
Rate for Component IA-1-1 of the Class IA-1 Certificates.
COMPONENT IA-1-2: A portion of the Class IA-1 Certificates
representing part of the entitlement of such class to principal and interest
as described in the Preliminary Statement hereto in the remainder of this
Agreement.
COMPONENT IA-1-2 ACCRETION TERMINATION DATE: The earlier to occur of
(i) the Distribution Date on which the Class IA-4 Principal Balance has been
reduced to zero, and (ii) the Distribution Date following the Credit Support
Depletion Date.
COMPONENT IA-1-2 ACCRUAL AMOUNT: On any Distribution Date, an amount
equal to the amount allocable to Component IA-1-2 of the Class IA-1
Certificates on such Distribution Date pursuant to the definition of
"Interest Distribution Amount" herein, without regard to the proviso at the
end of the first sentence of such definition. Notwithstanding the forgoing,
for any Distribution Date on or after the Component IA-1-2 Accretion
Termination Date, the Component IA-1-2 Accrual Amount shall be zero.
COMPONENT IA-1-3: A portion of the Class IA-1 Certificates
representing part of the entitlement of such class to principal and interest
as described in the Preliminary Statement hereto in the remainder of this
Agreement.
COMPONENT IA-1-3 ACCRETION TERMINATION DATE: The earlier to occur of
(i) the Distribution Date on which the Class IA-5 Principal Balance has been
reduced to zero, and (ii) the Distribution Date following the Credit Support
Depletion Date.
COMPONENT IA-1-3 ACCRUAL AMOUNT: On any Distribution Date, an amount
equal to the amount allocable to Component IA-1-3 of the Class IA-1
Certificates on such Distribution Date pursuant to the definition of
"Interest Distribution Amount" herein, without regard to the proviso at the
end of the first sentence of such definition. Notwithstanding the forgoing,
for any Distribution Date on or after the Component IA-1-3 Accretion
Termination Date, the Component IA-1-3 Accrual Amount shall be zero.
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COMPONENT IA-1-4: A portion of the Class IA-1 Certificates
representing part of the entitlement of such class to principal as described
in the Preliminary Statement hereto in the remainder of this Agreement.
COMPONENT IA-1-5: A portion of the Class IA-1 Certificates
representing part of the entitlement of such class to interest as described
in the Preliminary Statement hereto in the remainder of this Agreement.
COMPONENT IA-1-5 NOTIONAL AMOUNT: For any Distribution Date, an
amount equal to 47.7259027% of the Group I Notional Amount.
COMPONENT IA-1-6: A portion of the Class IA-1 Certificates
representing part of the entitlement of such class to principal as described
in the Preliminary Statement hereto in the remainder of this Agreement.
COMPONENT PRINCIPAL BALANCE: For Components IA-1-2, IA-1-3, IA-1-4
and IA-1-6 of the Class IA-1 Certificates, the applicable initial Component
Balance therefor set forth in the Preliminary Statement hereto, corresponding
to the rights of such Component in payments of principal due to be passed
through to the Component from principal payments on the Mortgage Loans, as
reduced from time to time by (x) distributions of principal to the Class IA-1
Certificates in respect of such Component (including the portion of the
Component IA-1-2 Accrual Amount and the Component IA-1-3 Accrual Amount
distributed to Component IA-1-2 and IA-1-3, respectively) and (y) the portion
of Realized Losses allocated to the Component Principal Balance in respect of
such Component pursuant to the definition of "Realized Loss" with respect to
a given Distribution Date. In addition to the foregoing, (i) on each
Distribution Date prior to the Component IA-1-2 Accretion Termination Date,
the Component Principal Balance of Component IA-1-2 will be increased by the
Component IA-1-2 Accrual Amount for such Distribution Date and (ii) on each
Distribution Date prior to the Component IA-1-3 Accretion Termination Date,
the Component Principal Balance of Component IA-1-3 will be increased by the
Component IA-1-3 Accrual Amount for such Distribution Date. For any
Distribution Date, the reduction of the Component Principal Balance of any
Component pursuant to the definition of "Realized Loss" shall be deemed
effective prior to the determination and distribution of principal on such
Component pursuant to the definition of "Certificate Distribution Amount."
The Component Principal Balance for Component IA-1-2 shall be referred to as
the "Component IA-1-2 Principal Balance," the Component Principal Balance for
Component IA-1-3 shall be referred to as the "Component IA-1-3 Principal
Balance", the Component Principal Balance for Component IA-1-4 shall be
referred to as the "Component IA-1-4 Principal Balance" and the Component
Principal Balance for Component IA-1-6 shall be referred to as the "Component
IA-1-6 Principal Balance"
CORPORATE TRUST OFFICE: The corporate trust office of the Trustee in
the State of Texas, at which at any particular time its corporate trust
business with respect to this Agreement shall be administered, which office
at the date of the execution of this Agreement is located at 600 Travis
Street, Suite 1150, Houston, Texas 77002, Attention: Whit Rusk.
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CREDIT SUPPORT DEPLETION DATE: The first Distribution Date on which
the aggregate of the Class Principal Balances of the Subordinate Certificates
has been or will be reduced to zero as a result of principal distributions
thereon and the allocation of Realized Losses on such Distribution Date.
CURTAILMENT: Any payment of principal on a Mortgage Loan, made by or
on behalf of the related Mortgagor, other than a Monthly Payment, a Prepaid
Monthly Payment or a Payoff, which is applied to reduce the outstanding
Principal Balance of the Mortgage Loan.
CURTAILMENT SHORTFALL: With respect to any Curtailment applied with a
Monthly Payment other than a Prepaid Monthly Payment, an amount equal to one
month's interest on such Curtailment at the applicable Pass-Through Rate on
such Mortgage Loan.
CUSTODIAL ACCOUNT FOR P&I: The Custodial Account for Principal and
Interest established and maintained by the Servicer and caused by the related
Servicer to be established and maintained pursuant to Section 3.2(b) with the
corporate trust department of the Trustee or another financial institution
approved by the Servicer such that the rights of such Servicer, the Trustee
and the Certificateholders thereto shall be fully protected against the
claims of any creditors of the Servicer and of any creditors or depositors of
the institution in which such account is maintained, (a) within FDIC insured
accounts (or other accounts with comparable insurance coverage acceptable to
the Rating Agency) created, maintained and monitored by the Servicer or (b)
in a separate non-trust account without FDIC or other insurance in an
Eligible Institution. In the event that a Custodial Account for P&I is
established pursuant to clause (a) of the preceding sentence, amounts held in
such Custodial Account for P&I shall not exceed the level of deposit
insurance coverage on such account; accordingly, more than one Custodial
Account for P&I may be established.
CUSTODIAL AGREEMENT: The agreement, if any, among the Servicer, the
Trustee and a Custodian providing for the safekeeping of the Mortgage Files
on behalf of the Certificateholders.
CUSTODIAN: A Custodian which is appointed pursuant to a Custodial
Agreement. Any Custodian so appointed shall act as agent on behalf of the
Trustee, and shall be compensated by the Trustee at no additional charge to
the Servicer. The Trustee shall remain at all times responsible under the
terms of this Agreement, notwithstanding the fact that certain duties have
been assigned to a Custodian.
CUT-OFF DATE: June 1, 1998.
DATA: As defined in Section 8.14.
DCR: Duff & Phelps Credit Rating Co., provided that at any time it be
a Rating Agency.
DEFAULTED MORTGAGE LOAN: As of any Determination Date, any Mortgage
Loan for which any payment of principal of or interest on or in respect of
such Mortgage Loan is more than 89 days
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past due, determined without giving effect to any grace period permitted by
the related Mortgage or Mortgage Note or any other document in the Mortgage
File.
DEFINITIVE CERTIFICATES: As defined in Section 5.7.
DENOMINATION: The amount specified on a Certificate as representing
the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date
evidenced by such Certificate.
DEPOSITARY AGREEMENT: The Letter of Representations, dated June 16,
1998 by and among DTC, the Depositor and the Trustee.
DEPOSITOR: ABN AMRO Mortgage Corporation, a Delaware corporation, or
its successor-in-interest.
DESTROYED MORTGAGE NOTE: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
DETERMINATION DATE: A day not later than the 10th day preceding a
related Distribution Date.
DISQUALIFIED ORGANIZATION: As defined in Section 5.1(b).
DISTRIBUTION DATE: With respect to distributions on the Certificates,
the 25th day (or, if such 25th day is not a Business Day, the Business Day
immediately succeeding such 25th day) of each month, with the first such date
being July 27, 1998.
DTC: The Depository Trust Company.
DTC PARTICIPANT: A broker, dealer, bank, other financial institution
or other Person for whom DTC effects book-entry transfers and pledges of
securities deposited with DTC.
DUE DATE: The first day of each calendar month, which is the day on
which the Monthly Payment for each Mortgage Loan is due.
EAB BANK: EAB Bank, a New York State banking corporation.
EAB MORTGAGE COMPANY: EAB Mortgage Company, a Delaware corporation.
ELIGIBLE ACCOUNT: Any account or accounts held and established by the
Servicer or the Trustee in trust for the Certificateholders at any Eligible
Institution.
ELIGIBLE INSTITUTION: An institution having (i) the highest
short-term debt rating, and one of the two highest long-term debt ratings of
the Rating Agency, (ii) with respect to any Custodial Account for P&I, an
unsecured long-term debt rating of at least one of the two highest unsecured
long-term debt ratings of the Rating Agency, or (iii) the approval of the
Rating Agency.
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ELIGIBLE INVESTMENTS: Any one or more of the following obligations or
securities payable on demand or having a scheduled maturity on or before the
Business Day preceding the following Distribution Date, regardless of
whether issued by the Depositor, the Servicer, the Trustee or any of their
respective Affiliates and having at the time of purchase, or at such other
time as may be specified, the required ratings, if any, provided for in this
definition:
(a) direct obligations of, or guaranteed as to full and timely
payment of principal and interest by, the United States or any agency or
instrumentality thereof provided that such obligations are backed by the full
faith and credit of the United States of America;
(b) direct obligations of, or guaranteed as to timely payment of
principal and interest by, FHLMC, FNMA or the Federal Farm Credit System,
provided that any such obligation, at the time or purchase or contractual
commitment providing for the purchase thereof, is qualified by each Rating
Agency as an investment of funds backing securities rated "AAA" in the case
of S&P and DCR (the initial rating of the Class A Certificates);
(c) demand and time deposits in or certificates of deposit of, or
bankers' acceptances issued by, any bank or trust company, savings and loan
association or savings bank, provided that the short-term deposit ratings
and/or long-term unsecured debt obligations of such depository institution or
trust company (or in the case of the principal depository institutions in a
holding company system, the commercial paper or long-term unsecured debt
obligations of such holding company) have, in the case of commercial paper,
the highest rating available for such securities by each Rating Agency and,
in the case of long-term unsecured debt obligations, one of the two highest
ratings available for such securities by each Rating Agency, or in each case
such lower rating as will not result in the downgrading or withdrawal of the
rating or ratings then assigned to any Class of Certificates by any Rating
Agency but in no event less than the initial rating of the Senior
Certificates;
(d) general obligations of or obligations guaranteed by any state
of the United States or the District of Columbia receiving one of the two
highest long-term debt ratings available for such securities by each Rating
Agency, or such lower rating as will not result in the downgrading or
withdrawal of the rating or ratings then assigned to any Class of
Certificates by any Rating Agency;
(e) commercial or finance company paper (including both
non-interest-bearing discount obligations and interest-bearing obligations
payable on demand or on a specified date not more than one year after the
date of issuance thereof) that is rated by each Rating Agency in its highest
short-term unsecured rating category at the time of such investment or
contractual commitment providing for such investment, and is issued by a
corporation the outstanding senior long-term debt obligations of which are
then rated by each Rating Agency in one of its two highest long-term
unsecured rating categories, or such lower rating as will not result in the
downgrading or withdrawal of the rating or ratings then assigned to any Class
of Certificates by any Rating Agency but in no event less than the initial
rating of the Senior Certificates;
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(f) guaranteed reinvestment agreements issued by any bank,
insurance company or other corporation rated in one of the two highest rating
levels available to such issuers by each Rating Agency at the time of such
investment, provided that any such agreement must by its term provide that it
is terminable by the purchaser without penalty in the event any such rating
is at any time lower than such level;
(g) repurchase obligations with respect to any security described
in clause (a) or (b) above entered into with a depository institution or
trust company (acting as principal) meeting the rating standards described in
(c) above;
(h) securities bearing interest or sold at a discount that are
issued by any corporation incorporated under the laws of the United States of
America or any State thereof and rated by each Rating Agency in one of its
two highest long-term unsecured rating categories at the time of such
investment or contractual commitment providing for such investment; provided,
however, that securities issued by any such corporation will not be Eligible
Investments to the extent that investment therein would cause the outstanding
principal amount of securities issued by such corporation that are then held
as part of the Certificate Account to exceed 20% of the aggregate principal
amount of all Eligible Investments then held in the Certificate Account;
(i) units of taxable money market funds (including those for which
the Trustee or any affiliate thereof receives compensation with respect to
such investment) which funds have been rated by each Rating Agency in its
highest rating category or which have been designated in writing by each
Rating Agency as Eligible Investments with respect to this definition;
(j) if previously confirmed in writing to the Trustee, any other
demand, money market or time deposit, or any other obligation, security or
investment, as may be acceptable to each Rating Agency as a permitted
investment of funds backing securities having ratings equivalent to the
initial rating of the Class A Certificates; and
(k) such other obligations as are acceptable as Eligible
Investments to each Rating Agency;
provided, however, that such instrument continues to qualify as a "cash flow
investment" pursuant to Code Section 860G(a)(6) and that no instrument or
security shall be an Eligible Investment if (i) such instrument or security
evidences a right to receive only interest payments or (ii) the right to
receive principal and interest payments derived from the underlying
investment provides a yield to maturity in excess of 120% of the yield to
maturity at par of such underlying investment.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
EVENT OF DEFAULT: Any event of default as specified in Section 7.1.
EXCESS LIQUIDATION PROCEEDS: With respect to any Distribution Date,
the excess, if any, of aggregate Liquidation Proceeds in the applicable
Prepayment Period over the amount that would
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have been received if a Payoff had been made on the last day of such
applicable Prepayment Period with respect to each Mortgage Loan which became
a Liquidated Mortgage Loan during such applicable Prepayment Period.
EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.
FDIC: Federal Deposit Insurance Corporation, or any successor thereto.
FHA: Federal Housing Administration, or any successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, or any successor
thereto.
FNMA: Federal National Mortgage Association, or any successor thereto
FRAUD COVERAGE: As of any date of determination after the Cut-Off
Date, the Fraud Coverage will generally be equal to (1) prior to the first
Anniversary, an amount equal to 2.00% of the aggregate principal balance of
all Mortgage Loans as of the Cut-Off Date minus the aggregate amounts
allocated to the Certificates with respect to Fraud Losses on such Mortgage
Loans up to such date of determination and (2) from the first to the fifth
Anniversary, an amount equal to (a) 1.00% of the aggregate principal of all
of the Mortgage Loans as of the most recent Anniversary minus (b) the
aggregate amounts allocated to the Certificates with respect to Fraud Losses
on the Mortgage Loans since the most recent Anniversary up to such date of
determination. On and after the fifth Anniversary, the Fraud Coverage will
be zero. Fraud Coverage may be reduced upon written confirmation from the
Rating Agency that such reduction will not adversely affect the then current
ratings assigned to the Certificates in the related Certificate Group by the
Rating Agency.
FRAUD COVERAGE INITIAL AMOUNT: $9,545,739.
FRAUD LOSS: The occurrence of a loss on a Mortgage Loan arising from
any action, event or state of facts with respect to such Mortgage Loan which,
because it involved or arose out of any dishonest, fraudulent, criminal,
negligent or knowingly wrongful act, error or omission by the Mortgagor,
originator (or assignee thereof) of such Mortgage Loan, Lender, or the
Servicer, would result in an exclusion from, denial of, or defense to
coverage which otherwise would be provided by an insurance policy previously
issued with respect to such Mortgage Loan.
GROUP I DISCOUNT FRACTION: For any Group I Discount Mortgage Loan, a
fraction, the numerator of which is 6.750% minus the Pass-Through Rate on
such Group I Discount Mortgage Loan and the denominator of which is 6.750%
GROUP I DISCOUNT FRACTIONAL PRINCIPAL AMOUNT: On each Distribution
Date, an amount equal to the sum of the product of the Group I Discount
Fraction multiplied by the sum of (x) scheduled payments of principal on each
Group I Discount Mortgage Loan due on or before the related Due Date in
respect of which no distribution has been made on any previous Distribution
Date and which were received by the Determination Date, or which have been
advanced as part of an Advance with
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respect to such Distribution Date, (y) the principal portion received in
respect of each Group I Discount Mortgage Loan during the Prior Period of (1)
Curtailments, (2) Insurance Proceeds, (3) the amount, if any, of the
principal portion of the Purchase Price pursuant to a Purchase Obligation or
any repurchase of a Group I Discount Mortgage Loan permitted hereunder and
(4) Liquidation Proceeds and (z) the principal portion of Payoffs received in
respect of such Group I Discount Mortgage Loan during the applicable
Prepayment Period.
GROUP I DISCOUNT FRACTIONAL PRINCIPAL SHORTFALL: For any Distribution
Date, an amount equal to the Group I Discount Fraction of any Realized Loss
on a Group I Discount Mortgage Loan, other than a Special Hazard Loss, Fraud
Loss or Bankruptcy Loss in excess of the Special Hazard Coverage, Fraud
Coverage or Bankruptcy Coverage, as applicable.
GROUP I DISCOUNT MORTGAGE LOAN: The Group I Loans having Pass-Through
Rates of less than 6.750%.
GROUP I LOAN: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group I Loans.
GROUP I NOTIONAL AMOUNT: With respect to any Distribution Date, the
product of (x) the aggregate Scheduled Principal Balance, as of the second
preceding Due Date after giving effect to payments scheduled to be received
as of such Due Date, whether or not received, or with respect to the initial
Distribution Date, as of the Cut-Off Date, of the Group I Premium Rate
Mortgage Loans and (y) a fraction, the numerator of which is the weighted
average of the Stripped Interest Rates for the Group I Premium Rate Mortgage
Loans as of such Due Date and the denominator of which is 6.750%.
GROUP I PREMIUM RATE MORTGAGE LOANS: The Group I Loans having
Pass-Through Rates in excess of 6.750% per annum.
GROUP I SENIOR LIQUIDATION AMOUNT: The aggregate, for each Group I
Loan which became a Liquidated Mortgage Loan during the applicable Prepayment
Period, of the lesser of: (i) the Group I Senior Percentage of the Principal
Balance of such Mortgage Loan (exclusive of the Group I Discount Fraction
thereof, if applicable), and (ii) the Group I Senior Prepayment Percentage of
the Liquidation Principal with respect to such Mortgage Loan.
GROUP I SENIOR PERCENTAGE: With respect to any Distribution Date, the
sum of the Class Principal Balances of the Class IA and the Class R
Certificates divided by aggregate Scheduled Principal Balance of all Group I
Loans (reduced by the Group I Discount Fraction thereof), in each case
immediately prior to such Distribution Date.
GROUP I SENIOR PREPAYMENT PERCENTAGE: (i) On any Distribution Date
occurring before the Distribution Date in the month of the fifth Anniversary,
100%; (ii) on any other Distribution Date on which the Group I Senior
Percentage or the Group II Senior Percentage for such Distribution Date
exceeds the initial Group I Senior Percentage or the initial Group II Senior
Percentage as of
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the Cut-Off Date, 100%; and (iii) on any other Distribution Date in each of
the months of the fifth Anniversary and thereafter, 100%, unless:
(a) the mean aggregate Principal Balance of Group I Loans which
are 60 or more days delinquent (including loans in foreclosure and
property held by the Trust Fund) for each of the immediately preceding
six calendar months is less than or equal to 50% of the mean aggregate of
the Group I Subordinate Amount as of such Distribution Date,
(b) cumulative Realized Losses on the Group I Loans allocated
to the Subordinate Certificates are less than or equal to (1) for any
Distribution Date before the month of the sixth Anniversary, 30% of the
sum of the Group I Subordinate Amount as of the Cut-Off Date, (2) for any
Distribution Date in or after the month of the sixth Anniversary but
before the seventh Anniversary, 35% of the sum of the Group I Subordinate
Amount as of the Cut-Off Date, (3) for any Distribution Date in or after
the month of the seventh Anniversary but before the eighth Anniversary,
40% of the sum of the Group I Subordinate Amount as of the Cut-Off Date,
(4) for any Distribution Date in or after the month of the eighth
Anniversary but before the ninth Anniversary, 45% of the sum of the Group
I Subordinate Amount as of the Cut-Off Date, and (5) for any Distribution
Date in or after the month of the ninth Anniversary, 50% of the sum of
the Group I Subordinate Amount as of the Cut-Off Date,
(c) the occurrence of both of the events described in clauses
(iii)(a) and (b) of the definition of "Group II Senior Prepayment
Percentage",
in which case, as follows: (1) for any such Distribution Date in or after
the month of the fifth Anniversary of but before the sixth Anniversary, the
Group I Senior Percentage for such Distribution Date plus 70% of the Group I
Subordinate Percentage for such Distribution Date; (2) for any such
Distribution Date in or after the month of the sixth Anniversary but before
the seventh Anniversary, the Group I Senior Percentage for such Distribution
Date plus 60% of the Group I Subordinate Percentage for such Distribution
Date; (3) for any such Distribution Date in or after the month of the seventh
Anniversary but before the eighth Anniversary, the Group I Senior Percentage
for such Distribution Date plus 40% of the Group I Subordinate Percentage for
such Distribution Date; (4) for any such Distribution Date in or after the
month of the eighth Anniversary but before the ninth Anniversary, the Group I
Senior Percentage for such Distribution Date plus 20% of the Group I
Subordinate Percentage for Loan Group I for such Distribution Date; and (5)
for any such Distribution Date thereafter, the Group I Senior Percentage for
such Distribution Date.
If on any Distribution Date the allocation to the Group I Certificates
(other than Component IA-1-6 of the Class IA-1 Certificates) of Principal
Prepayments in the percentage required would reduce the sum of the Class
Principal Balances of the Group I Certificates (other than Component IA-1-6
of the Class IA-1 Certificates) below zero, the Group I Senior Prepayment
Percentage for such Distribution Date shall be limited to the percentage
necessary to reduce such sum to zero. Notwithstanding the foregoing,
however, on each Distribution Date, Component IA-1-6 of the Class IA-1
Certificates will receive the Group I Discount Fraction of all principal
payments, including,
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without limitation, Principal Prepayments, received in respect of each Group
I Discount Mortgage Loan.
GROUP I SENIOR PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution
Date, an amount equal to the sum of (a) the Group I Senior Percentage of the
Principal Payment Amount for Loan Group I (exclusive of the portion thereof
attributable to principal distributions to Component IA-1-6 of the Class IA-1
Certificates pursuant to clause (I)(a)(i) of the definition of "Certificate
Distribution Amount"), (b) the Group I Senior Prepayment Percentage of the
Principal Prepayment Amount for Loan Group I (exclusive of the portion
thereof attributable to principal distributions to Component IA-1-6 of the
Class IA-1 Certificates pursuant to clause (I)(a)(i) of the definition of
"Certificate Distribution Amount") and (c) the Group I Senior Liquidation
Amount.
GROUP I SUBORDINATE AMOUNT: The excess of the aggregate Scheduled
Principal Balance of the Group I Loans over the Class IA Certificate
Principal Balance.
GROUP I SUBORDINATE LIQUIDATION AMOUNT: The excess, if any, of the
aggregate of Liquidation Principal for all Group I Loans which became
Liquidated Mortgage Loans during the applicable Prepayment Period, over the
related Group I Senior Liquidation Amount for such Distribution Date.
GROUP I SUBORDINATE PERCENTAGE: With respect to any Distribution
Date, the excess of 100% over the Group I Senior Percentage for such date.
GROUP I SUBORDINATE PREPAYMENT PERCENTAGE: On any Distribution Date
for Loan Group I, the excess of 100% over the Group I Senior Prepayment
Percentage for such Distribution Date; PROVIDED, HOWEVER, that if the
aggregate of the Class Principal Balances of the Class IA Certificates and
the Class R Certificate have been reduced to zero, then the Group I
Subordinate Prepayment Percentage shall equal 100%.
GROUP I SUBORDINATE PRINCIPAL DISTRIBUTION AMOUNT: On any
Distribution Date, the excess of (A) the sum of (i) the Group I Subordinate
Percentage of the Principal Payment Amount for Loan Group I (exclusive of the
portion thereof attributable to principal distributions to Component IA-1-6
of the Class IA-1 Certificates pursuant to clause (I)(a)(i) of the definition
of "Certificate Distribution Amount"), (ii) the Group I Subordinate Principal
Prepayments Distribution Amount and (iii) the Group I Subordinate Liquidation
Amount over (B) the sum of (x) the amounts required to be distributed to
Component IA-1-6 of the Class IA-1 Certificates pursuant to clauses (I)(a)(v)
and (I)(a)(vi) of the definition of "Certificate Distribution Amount" on such
Distribution Date and (y) the amounts required to be distributed to the Class
IIA Certificates pursuant to clause (I)(c)(ii) of the definition of
"Certificate Distribution Amount" on such Distribution Date. Any reduction
in the Group I Subordinate Principal Distribution Amount pursuant to clause
(B) of this definition shall: (i) first, be subtracted from the amount
calculated pursuant to clause (A)(i) of this definition, (ii) second, be
subtracted from the amount calculated pursuant to clause (A)(iii) of this
definition and (iii) third, be subtracted from the amount calculated pursuant
to clause (A)(ii) of this definition. On any Distribution Date, the Group I
Subordinate Principal Distribution Amount shall be allocated pro
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rata, by Class Principal Balance, among the Classes of Subordinate
Certificates and paid in the order of distribution to such Classes pursuant
to clause (I)(a) of the definition of "Certificate Distribution Amount"
herein, except as otherwise stated in such definition. Notwithstanding the
foregoing, on any Distribution Date prior to distributions on such date, if
the Subordination Level for any Class of Subordinate Certificates is less
than such percentage as of the Closing Date, the pro rata portion of the
Group I Subordinate Principal Prepayments Distribution Amount otherwise
allocable to the Class or Classes junior to such Class will be distributed to
the most senior Class of the Subordinate Certificates for which the
Subordination Level is less than such percentage as of the Closing Date, and
to the Classes of Subordinate Certificates senior thereto, pro rata according
to the Class Principal Balances of such Classes. For purposes of this
definition and the definition of "Subordination Level," the relative
seniority, from highest to lowest, of the Classes of Subordinate Certificates
shall be as follows: Class M, Class B-1, Class B-2, Class B-3, Class B-4 and
B-5.
GROUP I SUBORDINATE PRINCIPAL PREPAYMENTS DISTRIBUTION AMOUNT: On any
Distribution Date, the Group I Subordinate Prepayment Percentage of the
Principal Prepayment Amount for Loan Group I (exclusive of the portion
thereof attributable to principal distributions to Component IA-1-6 of the
Class IA-1 Certificates pursuant to clause (I)(a)(i) of the definition of
"Certificate Distribution Amount").
GROUP I UNDERCOLLATERALIZED AMOUNT: For any Distribution Date is
equal to the sum of (i) the sum of (A) the amount, if any, by which the
aggregate Certificate Principal Balance of the Class IA Certificates exceeds
the aggregate Scheduled Principal Balance of the Group I Loans, after giving
effect to distributions to be made on such Distribution Date and (B) 1/12 of
the amount calculated in clause (i)(A) above multiplied by 6.75% and (ii) any
amounts payable to the Class IA Certificates pursuant to clause (i) above of
this definition of "Group I Undercollateralized Amount" on any prior
Distribution Dates, plus accrued interest thereon at 6.75% per annum.
GROUP II DISCOUNT MORTGAGE LOAN: The Group II Loans having
Pass-Through Rates less than 6.500%.
GROUP II LOAN: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group II Loans.
GROUP II PREMIUM RATE MORTGAGE LOANS: The Group II Loans having
Pass-Through Rates in excess of 6.500% per annum.
GROUP II SENIOR LIQUIDATION AMOUNT: The aggregate, for each Group II
Loan which became a Liquidated Mortgage Loan during the applicable Prepayment
Period, of the lesser of: (i) the Group II Senior Percentage of the
Principal Balance of such Mortgage Loan (exclusive of the Class IIA-P
Discount Fraction thereof, if applicable), and (ii) the Group II Senior
Prepayment Percentage of the Liquidation Principal with respect to such
Mortgage Loan.
GROUP II SENIOR PERCENTAGE: With respect to any Distribution Date, the
sum of the Class Principal Balances of the Group IIA Certificates divided by
aggregate Scheduled Principal Balance
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of all Group II Loans (reduced by the Class IIA-P Discount Fraction thereof),
in each case immediately prior to such Distribution Date.
GROUP II SENIOR PREPAYMENT PERCENTAGE: (i) On any Distribution Date
occurring before the Distribution Date in the month of the fifth Anniversary,
100%; (ii) on any other Distribution Date on which the Group II Senior
Percentage or the Group I Senior Percentage for such Distribution Date
exceeds the initial Group II Senior Percentage or the initial Group I Senior
Percentage as of the Cut-Off Date, 100%; and (iii) on any other Distribution
Date in each of the months of the fifth Anniversary and thereafter, 100%,
unless:
(a) the mean aggregate Principal Balance of Group II Loans
which are 60 or more days delinquent (including loans in foreclosure and
property held by the Trust Fund) for each of the immediately preceding
six calendar months is less than or equal to 50% of the mean aggregate of
the Group II Subordinate Amount as of such Distribution Date,
(b) cumulative Realized Losses on the Group II Loans allocated
to the Subordinate Certificates are less than or equal to (1) for any
Distribution Date before the month of the sixth Anniversary, 30% of the
sum of the Group II Subordinate Amount as of the Cut-Off Date, (2) for
any Distribution Date in or after the month of the sixth Anniversary but
before the seventh Anniversary, 35% of the sum of the Group II
Subordinate Amount as of the Cut-Off Date, (3) for any Distribution Date
in or after the month of the seventh Anniversary but before the eighth
Anniversary, 40% of the sum of the Group II Subordinate Amount as of the
Cut-Off Date, (4) for any Distribution Date in or after the month of the
eighth Anniversary but before the ninth Anniversary, 45% of the sum of
the Group II Subordinate Amount as of the Cut-Off Date, and (5) for any
Distribution Date in or after the month of the ninth Anniversary, 50% of
the sum of the Group II Subordinate Amount as of the Cut-Off Date, and
(c) the occurrence of both of the events described in clauses
(iii)(a) and (b) of the definition of "Group I Senior Prepayment
Percentage",
in which case, as follows: (1) for any such Distribution Date in or after the
month of the fifth Anniversary but before the sixth Anniversary, the Group II
Senior Percentage for such Distribution Date plus 70% of the Group II
Subordinate Percentage for such Distribution Date; (2) for any such Distribution
Date in or after the month of the sixth Anniversary but before the seventh
Anniversary, the Group II Senior Percentage for such Distribution Date plus 60%
of the Group II Subordinate Percentage for such Distribution Date; (3) for any
such Distribution Date in or after the month of the seventh Anniversary but
before the eighth Anniversary, the Group II Senior Percentage for such
Distribution Date plus 40% of the Group II Subordinate Percentage for such
Distribution Date; (4) for any such Distribution Date in or after the month of
the eighth Anniversary but before the ninth Anniversary, the Group II Senior
Percentage for such Distribution Date plus 20% of the Group II Subordinate
Percentage for such Distribution Date; and (5) for any such Distribution Date
thereafter, the Group II Senior Percentage for such Distribution Date.
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If on any Distribution Date the allocation to the Group II Senior
Certificates (other than the Class IIA-P Certificates) of Principal
Prepayments in the percentage required would reduce the sum of the Class
Principal Balances of the Group II Senior Certificates (other than the Class
IIA-P Certificates) below zero, the Group II Senior Prepayment Percentage for
such Distribution Date shall be limited to the percentage necessary to reduce
such sum to zero. Notwithstanding the foregoing, however, on each
Distribution Date, the Class IIA-P Certificates will receive the Class IIA-P
Discount Fraction of all principal payments, including, without limitation,
Principal Prepayments, received in respect of each Group II Discount Mortgage
Loan.
GROUP II SENIOR PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution
Date, an amount equal to the sum of (a) the Group II Senior Percentage of the
Principal Payment Amount for Loan Group II (exclusive of the portion thereof
attributable to principal distributions to the Class IIA-P Certificates
pursuant to clause (I)(b)(i) of the definition of "Certificate Distribution
Amount"), (b) the Group II Senior Prepayment Percentage of the Principal
Prepayment Amount for Loan Group II (exclusive of the portion thereof
attributable to principal distributions to the Class II-P Certificates
pursuant to clause (I)(b)(i) of the definition of "Certificate Distribution
Amount") and (c) the Group II Senior Liquidation Amount.
GROUP II SUBORDINATE AMOUNT: The excess of the Scheduled Principal
Balance of the Group II Loans over the Class IIA Certificate Principal
Balance.
GROUP II SUBORDINATE LIQUIDATION AMOUNT: The excess, if any, of the
aggregate of Liquidation Principal for all Group II Loans which became
Liquidated Mortgage Loans during the applicable Prepayment Period, over the
related Group II Senior Liquidation Amount for such Distribution Date.
GROUP II SUBORDINATE PERCENTAGE: With respect to any Distribution
Date, the excess of 100% over the Group II Senior Percentage for such date.
GROUP II SUBORDINATE PREPAYMENT PERCENTAGE: On any Distribution Date
for Loan Group II, the excess of 100% over the Group II Senior Prepayment
Percentage for such Distribution Date; PROVIDED, HOWEVER, that if the
aggregate of the Class Principal Balances of the Group IIA Certificates has
been reduced to zero, then the Group II Subordinate Prepayment Percentage
shall equal 100%.
GROUP II SUBORDINATE PRINCIPAL DISTRIBUTION AMOUNT: On any
Distribution Date, the excess of (A) the sum of (i) the Group II Subordinate
Percentage of the Principal Payment Amount for Loan Group II (exclusive of
the portion thereof attributable to principal distributions to the Class
IIA-P Certificates pursuant to clause (I)(b)(i) of the definition of
"Certificate Distribution Amount"), (ii) the Group II Subordinate Principal
Prepayments Distribution Amount and (iii) the Group II Subordinate
Liquidation Amount over (B) the sum of (x) the amounts required to be
distributed to the Class IIA-P Certificates pursuant to clauses (I)(b)(v) and
(I)(b)(vi) of the definition of "Certificate Distribution Amount" on such
Distribution Date and (y) the amounts required to be distributed to the Class
IA Certificates pursuant to clause (I)(c)(ii) of the definition of
"Certificate Distribution Amount" on such Distribution Date. Any reduction
in the Group II Subordinate
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Principal Distribution Amount pursuant to clause (B) of this definition
shall: (i) first, be subtracted from the amount calculated pursuant to
clause (A)(i) of this definition, (ii) second, be subtracted from the amount
calculated pursuant to clause (A)(iii) of this definition and (iii) third, be
subtracted from the amount calculated pursuant to clause (A)(ii) of this
definition. On any Distribution Date, the Group II Subordinate Principal
Distribution Amount shall be allocated pro rata, by Class Principal Balance,
among the Classes of Subordinate Certificates and paid in the order of
distribution to such Classes pursuant to clause (I) of the definition of
"Certificate Distribution Amount" herein, except as otherwise stated in such
definition. Notwithstanding the foregoing, on any Distribution Date prior to
distributions on such date, if the Subordination Level for any Class of
Subordinate Certificates is less than such percentage as of the Closing
Date, the pro rata portion of the Group II Subordinate Principal Prepayments
Distribution Amount otherwise allocable to the Class or Classes junior to
such Class will be distributed to the most senior Class of the Subordinate
Certificates for which the Subordination Level is less than such percentage
as of the Closing Date, and to the Classes of Subordinate Certificates senior
thereto, pro rata according to the Class Principal Balances of such Classes.
For purposes of this definition and the definition of "Subordination Level,"
the relative seniority, from highest to lowest, of the Classes of Subordinate
Certificates shall be as follows: Class M, Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 and Class B-6.
GROUP II SUBORDINATE PRINCIPAL PREPAYMENTS DISTRIBUTION AMOUNT: On
any Distribution Date, the Group II Subordinate Prepayment Percentage of the
Principal Prepayment Amount for Loan Group II (exclusive of the portion
thereof attributable to principal distributions to the Class IIA-P
Certificates pursuant to clause (I)(b)(i) of the definition of "Certificate
Distribution Amount").
GROUP II UNDERCOLLATERALIZED AMOUNT: For any Distribution Date is
equal to the sum of (i) the sum of (A) the amount, if any, by which the
aggregate Certificate Principal Balance of the Class IIA Certificates exceeds
the aggregate Scheduled Principal Balance of the Group II Loans, after giving
effect to distributions to be made on such Distribution Date and (B) 1/12 of
the amount calculated in clause (i)(A) above multiplied by 6.50% and (ii) any
amounts payable to the Class IIA Certificates pursuant to clause (i) above of
this definition of "Group II Undercollateralized Amount" on any prior
Distribution Dates, plus accrued interest thereon at 6.50% per annum.
INDEPENDENT: When used with respect to any specified Person, any such
Person who (i) is in fact independent of the Depositor and the Servicer, (ii)
does not have any direct financial interest or any material indirect
financial interest in the Depositor or the Servicer or any Affiliate of
either and (iii) is not connected with the Depositor or the Servicer as an
officer, employee, promotor, underwriter, trustee, partner, director or
person performing similar functions.
INDIRECT DTC PARTICIPANTS: Entities such as banks, brokers, dealers
or trust companies, that clear through or maintain a custodial relationship
with a DTC Participant, either directly or indirectly.
INSTALLMENT DUE DATE: The first day of the month in which the related
Distribution Date occurs.
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INSURANCE PROCEEDS: Amounts paid or payable by the insurer under any
insurance policy (including any replacement policy permitted under this
Agreement), covering any Mortgage Loan or Mortgaged Property, including,
without limitation, any hazard insurance policy required pursuant to Section
3.5, any title insurance policy required pursuant to Section 2.3, and any FHA
insurance policy or VA guaranty.
INTEREST DISTRIBUTION AMOUNT: On any Distribution Date, for any Class
of Certificates (other than the Class IIA-P Certificates) or Component (other
than Components IA-1-4 and IA-1-6 of the Class IA-1 Certificates), the amount
of interest accrued on the respective Class Principal Balance, Component
Principal Balance or Class Notional Amount, as applicable, at 1/12th of the
related Remittance Rate for such Class or Component during the applicable
Prepayment Period, before giving effect to allocations of Realized Losses for
the applicable Prepayment Period or distributions to be made on such
Distribution Date, reduced by Uncompensated Interest Shortfall and the
interest portion of Realized Losses allocated to such Class or Component
pursuant to the definitions of "Uncompensated Interest Shortfall" and
"Realized Loss," respectively; PROVIDED, HOWEVER, that (a) in the case of the
Class IA-6 Certificates, such amount shall be reduced by the Class IA-6
Accrual Amount, (b) in the case of Component IA-1-2 of the Class IA-1
Certificates, such amount shall be reduced by the Component IA-1-2 Accrual
Amount and (c) in the case of Component IA-1-3 of the Class IA-1
Certificates, such amount shall be reduced by the Component IA-1-3 Accrual
Amount. The Interest Distribution Amount for Components IA-1-4 and IA-1-6 of
the Class IA-1 Certificates and the Class IIA-P Certificates on any
Distribution Date shall equal zero.
INTERESTED PERSON: The Depositor, the Servicer, any Holder of a
Certificate, or any Affiliate of any such Person.
JUNIOR SUBORDINATE CERTIFICATES: The Class B-3, B-4 and B-5
Certificates, collectively.
LIQUIDATED MORTGAGE LOAN: A Mortgage Loan as to which the Servicer
has determined in accordance with its customary servicing practices that all
amounts which it expects to recover from or on account of such Mortgage Loan,
whether from Insurance Proceeds, Liquidation Proceeds or otherwise, have been
recovered. For purposes of this definition, acquisition of a Mortgaged
Property by the Trust Fund shall not constitute final liquidation of the
related Mortgage Loan.
LIQUIDATION EXPENSES: Expenses incurred by the Servicer in connection
with the liquidation of any Defaulted Mortgage Loan or property acquired in
respect thereof, including, without limitation, legal fees and expenses, any
unreimbursed amount expended by the Servicer pursuant to Section 3.7
respecting the related Mortgage Loan and any unreimbursed expenditures for
real property taxes or for property restoration or preservation relating to
the Mortgaged Property that secured such Mortgage Loan.
LIQUIDATION PRINCIPAL: The principal portion of Liquidation Proceeds
received (exclusive of the portion thereof attributable to principal
distributions to Component IA-1-6 of the Class IA-1 Certificates or the Class
IIA-P Certificates pursuant to the definition of "Certificate Distribution
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Amount" herein) with respect to each Mortgage Loan which became a Liquidated
Mortgage Loan (but not in excess of the principal balance thereof) during the
applicable Prepayment Period.
LIQUIDATION PROCEEDS: Amounts after deduction of amounts reimbursable
under Section 3.7 received and retained in connection with the liquidation of
defaulted Mortgage Loans (including the disposition of REO Property), whether
through foreclosure or otherwise, other than Insurance Proceeds.
LOAN GROUP: Loan Group I and Loan Group II, as applicable.
LOAN GROUP I: The group of Mortgage Loans comprised of the Group I
Loans.
LOAN GROUP II: The group of Mortgage Loans comprised of the Group II
Loans.
LOAN-TO-VALUE RATIO: The original principal amount of a Mortgage Loan
divided by the Original Value; however, references to "current Loan-to-Value
Ratio" shall mean the then current Principal Balance of a Mortgage Loan
divided by the Original Value.
LOCKOUT LIQUIDATION AMOUNT: The aggregate, for each Group I Loan
which became a Liquidated Mortgage Loan during the applicable Prepayment
Period, of the lesser of (i) the Lockout Percentage of the Principal Balance
of such Mortgage Loan (exclusive of the Group I Discount Fraction thereof, if
applicable) and (ii) the Lockout Percentage on any Distribution Date
occurring prior to the fifth Anniversary, and the Lockout Prepayment
Percentage on any Distribution Date thereafter, in each case, of the
Liquidation Principal with respect to such Mortgage Loan.
LOCKOUT PERCENTAGE: For any Distribution Date will equal the sum of
the Class IA-13 Certificate Principal Balance divided by the aggregate
Scheduled Principal Balances of all Group I Loans (reduced by Component
IA-1-6 of the Class IA-1 Certificates Principal Balance), immediately prior
to such Distribution Date.
LOCKOUT PREPAYMENT PERCENTAGE: For any Distribution Date, the product
of (a) the Lockout Percentage for such Distribution Date and (b) the
applicable Step Down Percentage.
LOCKOUT PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the sum of (i) the Adjusted Lockout Percentage of the
Principal Payment Amount for Loan Group I (exclusive of the portion thereof
attributable to principal distributions to Component IA-1-6 of the Class IA-1
Certificates pursuant to clause (I)(a)(i) of the definition of "Certificate
Distribution Amount" herein), (ii) the Lockout Prepayment Percentage of the
Principal Prepayment Amount for Loan Group I (exclusive of the portion
thereof attributable to principal distributions to Component IA-1-6 of the
Class IA-1 Certificates pursuant to clause (I)(a)(i) of the definition of
"Certificate Distribution Amount" herein), and (iii) the Lockout Liquidation
Amount.
MONTHLY PAYMENT: The scheduled payment of principal and interest on a
Mortgage Loan which is due on the related Due Date for such Mortgage Loan.
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MORTGAGE: The mortgage, deed of trust or other instrument securing a
Mortgage Note.
MORTGAGE FILE: The following documents or instruments with respect to
each Mortgage Loan transferred and assigned pursuant to Section 2.1:
(i) The original Mortgage Note bearing all intervening
endorsements endorsed, "Pay to the order of Chase Bank of Texas, National
Association, as Trustee, for the benefit of the Certificateholders of ABN
AMRO Mortgage Corporation Series 1998-2 Attn: Corporate Trust Department,
600 Travis Street, Houston, TX 77002, without recourse" and signed in the
name of the Seller by an Authorized Officer showing an unbroken chain of
title from the originator thereof to the person endorsing;
(ii) the original Mortgage with evidence of recording thereon,
and if the Mortgage was executed pursuant to a power of attorney, a
certified true copy of the power of attorney certified by the recorder's
office, with evidence of recording thereon, or certified by a title
insurance company or escrow company to be a true copy thereof; PROVIDED
THAT if such original Mortgage or power of attorney cannot be delivered
with evidence of recording thereon on or prior to the Closing Date
because of a delay caused by the public recording office where such
original Mortgage has been delivered for recordation or because such
original Mortgage has been lost, the Seller shall deliver or cause to be
delivered to the Purchaser a true and correct copy of such Mortgage,
together with (a) in the case of a delay caused by the public recording
office, an Officer's Certificate signed by a Responsible Officer of the
Seller stating that such original Mortgage has been dispatched to the
appropriate public recording official for recordation or (b) in the case
of an original Mortgage that has been lost, a certificate by the
appropriate county recording office where such Mortgage is recorded or
from a title insurance company or escrow company indicating that such
original was lost and the copy of the original mortgage is a true and
correct copy;
(iii) The originals of any and all instruments that modify the
terms and conditions of the Mortgage Note, including but not limited to
modification, consolidation, extension and assumption agreements
including any adjustable rate mortgage (ARM) rider, if any;
(iv) The originals of all required intervening assignments, if
any, with evidence of recording thereon, and if such assignment was
executed pursuant to a power of attorney, a certified true copy of the
power of attorney certified by the recorder's office, with evidence of
recording thereon, or certified by a title insurance company or escrow
company to be a true copy thereof; PROVIDED THAT, if such original
assignment or power of attorney cannot be delivered with evidence of
recording thereon on or prior to the Closing Date because of a delay
caused by the public recording office where such original assignment has
been delivered for recordation or because such original Assignment has
been lost, the Seller shall deliver or cause to be delivered to the
Purchaser a true and correct copy of such Assignment, together with (a)
in the case of a delay caused by the public recording office, an
Officer's Certificate signed by a Responsible Officer of the Seller
stating that such original assignment has been dispatched to the
appropriate public recording official for recordation or (b) in the
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case of an original assignment that has been lost, a certificate by the
appropriate county recording office where such assignment is recorded or
from a title insurance company or escrow company indicating that such
original was lost and the copy of the original assignment is a true and
correct copy;
(v) The original mortgage policy of title insurance (including,
if applicable, the endorsement relating to the negative amortization of
the Mortgage Loans) or in the event such original title policy is
unavailable, any one of an original title binder, an original preliminary
title report or an original title commitment or a copy thereof certified
by the title company with the original policy of title insurance to
follow within 180 days of the Closing Date;
(vi) The mortgage insurance certificate;
(vii) Hazard insurance certificates and copies of the Hazard
Insurance Policy and, if applicable, flood insurance policy; and
(viii) any and all other documents, opinions and certificates
executed and/or delivered by the related Mortgagor and/or its counsel in
connection with the origination of such Mortgage.
MORTGAGE INTEREST RATE: For any Mortgage Loan, the per annum rate at
which interest accrues on such Mortgage Loan pursuant to the terms of the
related Mortgage Note.
MORTGAGE LOAN SCHEDULE: The schedule, as amended from time to time, of
Mortgage Loans attached hereto as Exhibit D, which shall set forth as to each
Mortgage Loan the following, among other things:
(i) the loan number of the Mortgage Loan and name of the related
Mortgagor;
(ii) the street address of the Mortgaged Property;
(iii) the Mortgage Interest Rate as of the Cut-Off Date;
(iv) the original term and maturity date of the related Mortgage
Note;
(v) the original Principal Balance;
(vi) the first payment date;
(vii) the Monthly Payment in effect as of the Cut-Off Date;
(viii) the date of the last paid installment of interest;
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(ix) the unpaid Principal Balance as of the close of business on the
Cut-Off Date;
(x) the Loan-to-Value ratio at origination and as of the Cut-Off
Date;
(xi) the type of property;
(xii) the nature of occupancy at origination;
(xiii) the county in which Mortgaged Property is located, if
available;
(xiv) the Loan Group; and
(xv) the closing date.
MORTGAGE LOANS: With respect to each Mortgage Loan the Mortgages and the
related Mortgage Notes, each transferred and assigned to the Trustee pursuant to
the provisions hereof as from time to time are held as part of the Trust Fund,
the Mortgage Loans so held being identified in the Mortgage Loan Schedule.
MORTGAGE NOTE: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan.
MORTGAGE POOL: All of the Mortgage Loans.
MORTGAGED PROPERTY: With respect to any Mortgage Loan, the real
property, together with improvements thereto, securing the indebtedness of the
Mortgagor under the related Mortgage Loan.
MORTGAGOR: The obligor on a Mortgage Note.
NONRECOVERABLE ADVANCE: With respect to any Mortgage Loan, any Advance
which the Servicer shall have determined to be a Nonrecoverable Advance pursuant
to Section 4.4 and which was, or is proposed to be, made by such Servicer.
NON-U.S. PERSON: A Person that is not a U.S. Person.
OFFICER'S CERTIFICATE: With respect to any Person, a certificate signed
both by the Chairman of the Board, the President or a Vice President, and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee.
OPINION OF COUNSEL: A written opinion of counsel, who may be outside or
salaried counsel for the Depositor or the Servicer, or any affiliate of the
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Depositor or the Servicer, acceptable to the Trustee; PROVIDED that with respect
to REMIC matters, matters relating to the determination of Eligible Accounts or
matters relating to transfers of Certificates, such counsel shall be
Independent.
ORIGINAL VALUE: With respect to any Mortgage Loan other than a Mortgage
Loan originated for the purpose of refinancing an existing mortgage debt, the
lesser of (a) the Appraised Value (if any) of the Mortgaged Property at the time
the Mortgage Loan was originated or (b) the purchase price paid for the
Mortgaged Property by the Mortgagor. With respect to a Mortgage Loan originated
for the purpose of refinancing existing mortgage debt, the Original Value shall
be equal to the Appraised Value of the Mortgaged Property at the time the
Mortgage Loan was originated or the appraised value at the time the refinanced
mortgage debt was incurred.
OTS: The Office of Thrift Supervision, or any successor thereto.
OWNERSHIP INTEREST: As defined in Section 5.1(b).
PASS-THROUGH ENTITY: As defined in Section 5.1(b).
PASS-THROUGH RATE: For each Mortgage Loan, a rate equal to the Mortgage
Interest Rate for such Mortgage Loan less the applicable per annum percentage
rate of the Servicing Fee. For each Mortgage Loan, any calculation of monthly
interest at such rate shall be based upon annual interest at such rate (computed
on the basis of a 360-day year of twelve 30-day months) on the unpaid Principal
Balance of the related Mortgage Loan divided by twelve, and any calculation of
interest at such rate by reason of a Payoff shall be based upon annual interest
at such rate on the outstanding Principal Balance of the related Mortgage Loan
multiplied by a fraction, the numerator of which is the number of days elapsed
from the Due Date of the last scheduled payment of principal and interest to,
but not including, the date of such Payoff, and the denominator of which is (a)
for Payoffs received on a Due Date, 360, and (b) for all other Payoffs, 365.
PAYING AGENT: Any paying agent appointed by the Trustee pursuant to
Section 4.10. Initially, the Paying Agent shall be LaSalle National Bank.
PAYOFF: Any Mortgagor payment of principal on a Mortgage Loan equal to
the entire outstanding Principal Balance of such Mortgage Loan, if received in
advance of the last scheduled Due Date for such Mortgage Loan and accompanied by
an amount of interest equal to accrued unpaid interest on the Mortgage Loan to
the date of such payment-in-full.
PAYOFF EARNINGS: For any Distribution Date with respect to each Mortgage
Loan on which a Payoff was received by the Servicer during the Prepayment
Period, the aggregate of the interest earned by Servicer from investment of each
such Payoff from the date of receipt of such Payoff until the last day of such
Prepayment Period (net of investment losses).
PAYOFF INTEREST: For any Distribution Date with respect to a Mortgage
Loan for which a Payoff was received by the Servicer during the Prepayment
Period, an amount of interest thereon at the applicable Pass-Through Rate from
the first day of such Prepayment Period to the date of
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<PAGE>
receipt thereof. To the extent (together with Payoff Earnings and the
aggregate Servicing Fee) not required to be distributed as Compensating
Interest on such Distribution Date, Payoff Interest shall be payable to the
Servicer of such Mortgage Loans as additional servicing compensation.
PERCENTAGE INTEREST: (a) With respect to the right of each Certificate
of a particular Class in the distributions allocated to such Class, "Percentage
Interest" shall mean the percentage undivided beneficial ownership interest
evidenced by such Certificate of such Class, which percentage shall equal:
(i) with respect to any Regular Interest Certificate (other
than the Class IA-X and Class IIA-X, Certificates), its Certificate
Principal Balance divided by the applicable Class Principal Balance;
(ii) with respect to the Class IA-X and Class IIA-X
Certificates, the portion of the respective Class Notional Amount
evidenced by such Certificate divided by the respective Class Notional
Amount; and
(iii) with respect to the Class R Certificate, the percentage set
forth on the face of such Certificate.
(b) With respect to the rights of each Certificate in connection with
Sections 5.9, 7.1, 7.3, 8.1, 8.3, 10.1 and 10.3, "Percentage Interest" shall
mean the percentage undivided beneficial interest evidenced by such Certificate
in the Trust Fund, which for purposes of such rights only shall equal:
(i) with respect to any Certificate (other than the Class IA-X
and Class IIA-X Certificates), the product of (x) 96.0% and (y) the
percentage calculated by dividing its Certificate Principal Balance by
the Aggregate Certificate Principal Balance; PROVIDED, HOWEVER, that the
percentage in (x) above shall be increased by one percent (1 %) upon each
retirement of the Class IA-X and Class IIA-X Certificates;
(ii) with respect to the Class IA-X and Class IIA-X
Certificates, one percent (1%) of such Certificate's Percentage Interest
as calculated by paragraph (a)(ii) of this definition; and
(iii) with respect to the Class R Certificate, zero.
PERMITTED TRANSFEREE: With respect to the holding or ownership of any
Residual Certificate, any Person other than (i) the United States, a State or
any political subdivision thereof, or any agency or instrumentality of any of
the foregoing, (ii) a foreign government, International Organization or any
agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers' cooperatives described in Code Section 521) which is
exempt from the taxes imposed by Chapter 1 of the Code (unless such organization
is subject to the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iv) rural electric and telephone cooperatives described in
Code Section 1381(a)(2)(C), (v) any Person from whom the Trustee or the
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Certificate Registrar has not received an affidavit to the effect that it is
not a "disqualified organization" within the meaning of Section 860E(e)(5) of
the Code, and (vi) any other Person so designated by the Depositor based upon
an Opinion of Counsel that the transfer of an Ownership Interest in a
Residual Certificate to such Person may cause the Trust Fund to fail to
qualify as a REMIC at any time that the Certificates are outstanding. The
terms "United States," "State" and "International Organization" shall have
the meanings set forth in Code Section 7701 or successor provisions. A
corporation shall not be treated as an instrumentality of the United States
or of any State or political subdivision thereof if all of its activities are
subject to tax, and, with the exception of the FHLMC, a majority of its board
of directors is not selected by such governmental unit.
PERSON: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political
subdivision thereof.
PLANNED PRINCIPAL BALANCE: The amount set forth in the table attached
hereto as Exhibit O, for the applicable Distribution Date, for the Class
IA-2, IA-3, IA-7, IA-8, IA-9 Certificates and Component IA-1-2 of the Class
IA-1 Certificates.
PREPAID MONTHLY PAYMENT: Any Monthly Payment received prior to its
scheduled Due Date, which is intended to be applied to a Mortgage Loan on its
scheduled Due Date and held in the related Custodial Account for P&I until
the Withdrawal Date following its scheduled Due Date.
PREPAYMENT PERIOD: The calendar month immediately preceding any
Distribution Date.
PRIME RATE: Means, for any period, a fluctuating interest rate per
annum as shall be in effect from time to time, which rate of interest shall
be announced publicly by LaSalle National Bank from time to time as LaSalle
National Bank's prime rate.
PRINCIPAL BALANCE: At the time of any determination, the principal
balance of a Mortgage Loan remaining to be paid at the close of business on
the Cut-Off Date, after deduction of all principal payments due on or before
the Cut-Off Date whether or not paid, reduced by all amounts distributed or
to be distributed to Certificateholders through the Distribution Date in the
month of determination that are reported as allocable to principal of such
Mortgage Loan.
In the case of a Substitute Mortgage Loan, "Principal Balance" shall
mean, at the time of any determination, the principal balance of such
Substitute Mortgage Loan transferred to the Trust Fund on the date of
substitution, reduced by all amounts distributed or to be distributed to
Certificateholders through the Distribution Date in the month of
determination that are reported as allocable to principal of such Substitute
Mortgage Loan.
The Principal Balance of a Mortgage Loan (including a Substitute
Mortgage Loan) shall not be adjusted solely by reason of any bankruptcy or
similar proceeding or any moratorium or similar waiver or grace period.
Whenever a Realized Loss has been incurred with respect to a Mortgage Loan
during a calendar month, the Principal Balance of such Mortgage Loan shall be
reduced by
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<PAGE>
the amount of such Realized Loss as of the Distribution Date next following
the end of such calendar month after giving effect to the allocation of
Realized Losses and distributions of principal to the Certificates.
PRINCIPAL PAYMENT: Any payment of principal on a Mortgage Loan other
than a Principal Prepayment.
PRINCIPAL PAYMENT AMOUNT: On any Distribution Date and for any Loan
Group, the sum with respect to the Mortgage Loans in such Loan Group of (i)
the scheduled principal payments on the Mortgage Loans due on the related Due
Date, (ii) the principal portion of repurchase proceeds received with respect
to any Mortgage Loan which was repurchased by the Depositor pursuant to a
Purchase Obligation or as permitted by this Agreement during the applicable
Prepayment Period, and (iii) any other unscheduled payments of principal
which were received with respect to any Mortgage Loan during the applicable
Prepayment Period, other than Payoffs, Curtailments and Liquidation Principal.
PRINCIPAL PREPAYMENT: Any payment of principal on a Mortgage Loan
which constitutes a Payoff or a Curtailment.
PRINCIPAL PREPAYMENT AMOUNT: On any Distribution Date and for any
Loan Group, the sum with respect to the Mortgage Loans in such Loan Group of
(i) Curtailments received during the applicable Prepayment Period from such
Mortgage Loans and (ii) Payoffs received during the applicable Prepayment
Period from the Mortgage Loans.
PRO RATA ALLOCATION: The allocation of the principal portion of
losses relating to a Mortgage Loan in a given Loan Group to all Classes of
Certificates in the related Certificate Group (other than Component IA-1-6 of
the Class IA-1 Certificates, the Class IA-X, the Class IIA-X and the Class
IIA-P Certificates) and to the Subordinate Certificates (in the limited
circumstances described below) pro rata according to their respective
Certificate or Component Principal Balances (except if the loss is recognized
with respect to a Group I Discount Mortgage Loan, in which event the
applicable Group I Discount Fraction of such loss will first be allocated to
Component IA-1-6 of the Class IA-1 Certificates, and the remainder of such
loss will be allocated as described above or if the loss is recognized with
respect to a Group II Discount Mortgage Loan, in which event the Class IIA-P
Discount Fraction of such loss will first be allocated to the Class IIA-P
Certificates and the remainder of such loss will be allocated as described
above), and the allocation of the interest portion of such losses to the
Certificates related to such Mortgage Loan pro rata according to the amount
of interest accrued but unpaid on each such Class or Component (other than
Component IA-1-6 of the Class IA-1 Certificates) in reduction thereof and
then in reduction of their related Class or Component Principal Balances, is
hereinafter referred to as "Pro Rata Allocation". For purposes of any Pro
Rata Allocation in part to the Subordinate Certificates, each Class of
Subordinate Certificates will be deemed to have a Class Principal Balance
(and to accrue interest thereon) equal to the actual Class Principal Balance
thereof times a fraction, the numerator or which is the Group I Subordinate
Amount (for a loss on a Group I Mortgage Loan) or the Group II Subordinate
Amount
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<PAGE>
(for a loss on a Group II Mortgage Loan), and the denominator of which
is the aggregate of the Group I Subordinate Amount and the Group II
Subordinate Amount.
PURCHASE OBLIGATION: An obligation of the Depositor to repurchase
Mortgage Loans under the circumstances and in the manner provided in Section
2.2 or Section 2.3.
PURCHASE PRICE: With respect to any Mortgage Loan to be purchased
pursuant to a Purchase Obligation, or any Mortgage Loan to be purchased or
repurchased relating to an REO Property, an amount equal to the sum of the
Principal Balance thereof, and unpaid accrued interest thereon, if any, to
the last day of the calendar month in which the date of repurchase occurs at
a rate equal to the applicable Pass-Through Rate; provided, however, that no
Mortgage Loan shall be purchased or required to be purchased pursuant to
Section 2.3, or more than two years after the Closing Date under Section 2.2,
unless (a) the Mortgage Loan to be purchased is in default, or default is in
the judgment of the Depositor reasonably imminent, or (b) the Depositor, at
its expense, delivers to the Trustee an Opinion of Counsel to the effect that
the purchase of such Mortgage Loan will not give rise to a tax on a
prohibited transaction, as defined in Section 860F(a) of the Code; provided,
further, that in the case of clause (b) above, the Depositor will use its
reasonable efforts to obtain such Opinion of Counsel if such opinion is
obtainable.
RATING AGENCY: Initially, each of S&P and DCR, thereafter, each
nationally recognized statistical rating organization that has rated the
Certificates at the request of the Depositor, or their respective successors
in interest.
RATINGS: As of any date of determination, the ratings, if any, of the
Certificates as assigned by the Rating Agency.
REALIZED LOSS: For any Distribution Date, with respect to any
Mortgage Loan which became a Liquidated Mortgage Loan during the related
applicable Prepayment Period, the sum of (i) the principal balance of such
Mortgage Loan remaining outstanding and the principal portion of
Nonrecoverable Advances actually reimbursed with respect to such Mortgage
Loan (the principal portion of such Realized Loss), and (ii) the accrued
interest on such Mortgage Loan remaining unpaid and the interest portion of
Nonrecoverable Advances actually reimbursed with respect to such Mortgage
Loan (the interest portion of such Realized Loss). For any Distribution
Date, with respect to any Mortgage Loan which is not a Liquidated Mortgage
Loan, the amount of the Bankruptcy Loss incurred with respect to such
Mortgage Loan as of the related Due Date.
RECORD DATE: The last Business Day of the month immediately preceding
the month of the related Distribution Date.
REGULAR INTEREST CERTIFICATES: The Certificates, other than the Class
R Certificate.
REMIC: A real estate mortgage investment conduit, as such term is
defined in the Code.
REMIC I: The pool of assets consisting of the Trust Fund.
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REMIC I REGULAR INTERESTS: The regular interests in REMIC I as
described in Section 2.4 of this Agreement.
REMIC II: The pool of assets consisting of the REMIC I Regular
Interests and all payments of principal or interest on or with respect to the
REMIC I Regular Interests after the Cut-Off Date.
REMIC PROVISIONS: Sections 860A through 86OG of the Code, related
Code provisions and regulations promulgated thereunder, as the foregoing may
be in effect from time to time.
REMITTANCE RATE: For each Class of Certificates or Component of the
Class IA-1 Certificates, the per annum rate set forth as the Remittance Rate
for such Class or Component in the Preliminary Statement hereto.
REO PROPERTY: A Mortgaged Property, title to which has been acquired
by the Servicer on behalf of the Trust Fund through foreclosure, deed in lieu
of foreclosure or otherwise.
RESIDUAL CERTIFICATE: The Class R Certificate, which is being issued
in a single class. Components R-1 and R-2 of the Class R Certificate is
hereby each designated the sole Class of "residual interests" in REMIC I and
REMIC II, respectively, for purposes of Section 860G(a)(2) of the Code.
RESIDUAL DISTRIBUTION AMOUNT: On any Distribution Date, any portion
of the Available Distribution Amount for a Loan Group remaining after all
distributions to the related Certificates. Upon termination of the
obligations created by this Agreement and the Trust Fund created hereby, the
amounts which remain on deposit in the Certificate Account after payment to
the Certificateholders of the amounts set forth in Section 9.1 of this
Agreement, and subject to the conditions set forth therein.
RESPONSIBLE OFFICER: When used with respect to the Trustee or any
Seller, the Chairman or Vice-Chairman of the Board of Directors or Trustees,
the Chairman or Vice-Chairman of the Executive or Standing Committee of the
Board of Directors or Trustees, the President, the Chairman of the Committee
on Trust Matters, any Vice-President, any Assistant Vice President, the
Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer,
the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust
Officer, the Controller, any Assistant Controller or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above-designated officers and in each case having direct responsibility
for the administration of this Agreement, and also, with respect to a
particular matter, any other officer to whom such matter is referred because
of such officer's knowledge of and familiarity with the particular subject.
When used with respect to the Servicer, the Chairman or Vice-Chairman of the
Board of Directors or Trustees, the Chairman or Vice-Chairman of the
Executive or Standing Committee of the Board of Directors or Trustees, the
President, any Vice-President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Controller and any Assistant
Controller or any other officer of the Servicer customarily performing
functions similar to those performed by any of the above-designated officers
and also, with respect to a particular matter, any other officer to whom such
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<PAGE>
matter is referred because of such officer's knowledge of and familiarity
with the particular subject. When used with respect to the Depositor or any
other Person, the Chairman or Vice-Chairman of the Board of Directors, the
Chairman or Vice-Chairman of any executive committee of the Board of
Directors, the President, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, or any other officer of
the Depositor customarily performing functions similar to those performed by
any of the above-designated officers and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.
S&P: Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., provided that at any time it be a Rating Agency.
SCHEDULED PRINCIPAL BALANCE: With respect to any Mortgage Loan as of
any Distribution Date, the unpaid principal balance of such Mortgage Loan as
specified in the amortization schedule at the time relating thereto (before
any adjustment to such schedule by reason of bankruptcy or similar proceeding
or any moratorium or similar waiver or grace period) as of the first day of
the month preceding the month of such Distribution Date, after giving effect
to any previously applied Curtailments, the payment of principal due on such
first day of the month and any reduction of the principal balance of such
Mortgage Loan by a bankruptcy court, irrespective of any delinquency in
payment by the related Mortgagor.
SECURITIES ACT: The Securities Act of 1933, as amended.
SELLERS: EAB Bank, EAB Mortgage Company and Standard Federal Bank;
each individually a "SELLER".
SENIOR CERTIFICATES: The Class IA, Class IIA and Class R
Certificates, collectively.
SERVICER: LaSalle Home Mortgage Corporation, a Delaware corporation,
or any successor thereto appointed as provided pursuant to Section 7.5,
acting to service and administer such Mortgage Loans pursuant to Section 3.1.
SERVICER'S SECTION 3.10 REPORT: A report delivered by the Servicer to
the Trustee or the Certificate Administrator pursuant to Section 3.10.
SERVICING FEE: For each Mortgage Loan, the fee paid to the Servicer
to perform primary servicing functions with respect to such Mortgage Loan,
equal to the per annum rate of 0.2625% for each Mortgage Loan in the Mortgage
Loan Schedule on the outstanding Principal Balance of such Mortgage Loan.
SERVICING OFFICER: Any individual involved in, or responsible for,
the administration and servicing of the Mortgage Loans whose name and
specimen signature appear on a list of servicing officers furnished to the
Trustee on the Closing Date by the Servicer in the form of an Officer's
Certificate, as such list may from time to time be amended.
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SPECIAL HAZARD COVERAGE: With respect to all Mortgage Loans, the
Special Hazard Coverage Initial Amount less Special Hazard Losses allocated
to the Certificates and the amount of any scheduled reduction in the amount
of Special Hazard Coverage as follows: on each anniversary of the Cut-Off
Date, the Special Hazard Coverage shall be reduced, but not increased, to an
amount equal to the lesser of (1) the greatest of (a) the aggregate principal
balance of the Mortgage Loans located in the single California zip code area
containing the largest aggregate principal balance of the Mortgage Loans, (b)
1% of the aggregate unpaid principal balance of the Mortgage Loans and (c)
twice the unpaid principal balance of the largest single Mortgage Loan, in
each case calculated as of the Due Date in the immediately preceding month,
and (2) the Special Hazard Coverage Initial Amount as reduced by the Special
Hazard Losses allocated to the Certificates since the Cut-Off Date. Special
Hazard Coverage may be reduced upon written confirmation from the Rating
Agency that such reduction will not adversely affect the then current ratings
assigned to the Certificates by the Rating Agency.
SPECIAL HAZARD COVERAGE INITIAL AMOUNT: $4,772,869.
SPECIAL HAZARD LOSS: The occurrence of any direct physical loss or
damage to a Mortgaged Property not covered by a standard hazard maintenance
policy with extended coverage which is caused by or results from any cause
except: (ii) fire, lightning, windstorm, hail, explosion, riot, riot
attending a strike, civil commotion, vandalism, aircraft, vehicles, smoke,
sprinkler leakage, except to the extent of that portion of the loss which was
uninsured because of the application of a co-insurance clause of any
insurance policy covering these perils; (ii) normal wear and tear, gradual
deterioration, inherent vice or inadequate maintenance of all or part
thereof, (iii) errors in design, faulty workmanship or materials, unless the
collapse of the property or a part thereof ensues and then only for the
ensuing loss; (iv) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled and whether such loss
be direct or indirect, proximate or remote or be in whole or in part caused
by, contributed to or aggravated by a peril covered by this definition of
Special Hazard Loss; (v) hostile or warlike action in time of peace or war,
including action in hindering, combating or defending against an actual,
impending or expected attack (a) by any government of sovereign power (DEJURE
OR DEFACTO), or by an authority maintaining or using military, naval or air
forces, (b) by military, naval or air forces, or (c) by an agent of any such
government, power, authority or forces; (vi) any weapon of war employing
atomic fission or radioactive force whether in time of peace or war; (vii)
insurrection, rebellion, revolution, civil war, usurped power or action taken
by governmental authority in hindering, combating or defending against such
occurrence; or (viii) seizure or destruction under quarantine or customs
regulations, or confiscation by order of any government or public authority.
STANDARD FEDERAL BANK: Standard Federal Bank, a Federal Savings Bank.
STEP DOWN PERCENTAGE: For any Distribution Date, the percentage
indicated below:
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<TABLE>
<CAPTION>
Distribution Date Occurring In Step Down Percentage
------------------------------ --------------------
<S> <C>
June 1998 through June 2003 0%
June 2003 through June 2004 30%
June 2004 through June 2005 40%
June 2005 through June 2006 60%
June 2006 through June 2007 80%
June 2007 and thereafter 100%
</TABLE>
STRIPPED CERTIFICATES: Means the Class IA-2, Class IA-3, Class IA-4,
Class IA-7, Class IA-8 and Class IA-9 Certificates and Component IA-1-2 of
the Class IA-1 Certificates.
STRIPPED INTEREST RATE: For each Group I Loan, the excess, if any, of
the Pass-Through Rate for such Mortgage Loan over 6.750% and for each Group
II Loan, the excess, if any, of the Pass-Through Rate for such Mortgage Loan
over 6.500%.
SUBORDINATE CERTIFICATES: The Class M, Class B-1, Class B-2, Class
B-3, Class B-4 and Class B-5 Certificates.
SUBORDINATION LEVEL: On any specified date, with respect to any Class
of Subordinate Certificates, the percentage obtained by dividing the sum of
the Class Principal Balances of all Classes of Certificates which are
subordinate in right of payment to such Class by the sum of the Class
Principal Balances of all Classes of Certificates as of such date prior to
giving effect to distributions or allocations of Realized Losses on the
Mortgage Loans on such date.
SUBSTITUTE MORTGAGE LOAN: As defined in Section 2.2.
TARGETED PRINCIPAL BALANCE: The amount set forth in the table
attached hereto as Exhibit P, for the applicable Distribution Date, for each
of the Class IA-5 Certificates and Component IA-1-3 of the Class IA-1
Certificates, as applicable.
TAX MATTERS PERSON: The Holder of the Class R Certificate issued
hereunder or any Permitted Transferee of such Class R Certificateholder shall
be the initial "tax matters person" for REMIC I and REMIC II within the
meaning of Section 6231(a)(7) of the Code. For tax years commencing after
any transfer of the Class R Certificate, the holder of the greatest
Percentage Interest in the Class R Certificate at year end shall be
designated as the Tax Matters Person with respect to that year. If the Tax
Matters Person becomes a Disqualified Organization, the last preceding Holder
of such Authorized Denomination of the Class R Certificate that is not a
Disqualified Organization shall be Tax Matters Person pursuant to Section
5.1(c). If any Person is appointed as tax matters person by the Internal
Revenue Service pursuant to the Code, such Person shall be Tax Matters Person.
TRANSFER: As defined in Section 5.1(b).
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TRANSFEREE: As defined in Section 5.1(b).
TRANSFEREE AFFIDAVIT AND AGREEMENT: As defined in Section 5.1(c)(i)(B).
TRUST FUND: The corpus of the trust created pursuant to Section 2.1 of
this Agreement. The Trust Fund consists of (i) the Mortgage Loans and all
rights pertaining thereto; (ii) such assets as from time to time may be held by
the Trustee (except amounts representing the Servicing Fee); (iii) such assets
as from time to time may be held by the Servicer in a Custodial Account for P&I
related to the Mortgage Loans (except amounts representing the Servicing Fee);
(iv) property which secured a Mortgage Loan and which has been acquired by
foreclosure or deed in lieu of foreclosure after the Cut-Off Date; and (v)
amounts paid or payable by the insurer under any FHA insurance policy and
proceeds of any VA guaranty and any other insurance policy related to any
Mortgage Loan or the Mortgage Pool.
TRUSTEE: Chase Bank of Texas, National Association, or its
successor-in-interest as provided in Section 8.9, or any successor trustee
appointed as herein provided.
UNCOLLECTED INTEREST: With respect to any Distribution Date for any
Mortgage Loan on which a Payoff was made by a Mortgagor during the related
Prepayment Period, an amount equal to one month's interest at the applicable
Pass-Through Rate on such Mortgage Loan less the amount of interest actually
paid by the Mortgagor with respect to such Payoff.
UNCOMPENSATED INTEREST SHORTFALL: With respect to a Loan Group, for any
Distribution Date, the excess, if any, of (i) the sum of (a) aggregate
Uncollected Interest with respect to the Mortgage Loans in the related Loan
Group and (b) aggregate Curtailment Shortfall with respect to the Mortgage Loans
in the related Loan Group over (ii) Compensating Interest with respect to such
Loan Group.
UNDERWRITERS: Donaldson, Lufkin & Jenrette Securities Corporation and
ABN AMRO Incorporated.
U.S. PERSON: A citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or an estate or trust that
is subject to U.S. federal income tax regardless of the source of its income, or
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
fiduciaries have the authority to control all substantial decisions of the
trust.
VA: The Department of Veterans Affairs, formerly known as the Veterans
Administration, or any successor thereto.
WITHDRAWAL DATE: The Business Day immediately preceding the related
Distribution Date.
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All references to the origination date or original date in the Mortgage
Loan Schedule with respect to a Mortgage Loan shall refer to the date upon which
the related Mortgage Note was originated or modified, whichever is later.
ARTICLE II
CONVEYANCE OF TRUST FUND;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.1. CONVEYANCE OF TRUST FUND. The Depositor, concurrently with
the execution and delivery hereof, does hereby irrevocably sell, convey and
assign to the Trustee and REMIC I without recourse all the right, title and
interest of the Depositor in and to the Trust Fund and to REMIC II without
recourse all the right, title and interest of the Depositor in and to the
REMIC I Regular Interests, for the benefit respectively of REMIC II and the
Certificateholders, including all interest and principal received by the
Depositor with respect to the Mortgage Loans after the Cut-Off Date (and
including without limitation scheduled payments of principal and interest due
after the Cut-Off Date but received by the Depositor on or before the Cut-Off
Date, but not including payments of principal and interest due on the
Mortgage Loans on or before the Cut-Off Date). The Depositor, at its own
expense, shall file or cause to be filed protective Form UCC-1 financing
statements with respect to the Mortgage Loans in the State of Illinois or
other applicable jurisdiction, listing itself as "Debtor" under such
financing statement and listing the Trustee, for the benefit of the
Certificateholders, as "Secured Party" under such financing statement.
In connection with such assignment, the Depositor does hereby deliver to,
and deposit with, the Trustee for the benefit of the Certificateholders the
following documents or instruments with respect to each Mortgage Loan so
assigned:
(i) The original Mortgage Note bearing all intervening
endorsements endorsed, "Pay to the order of Chase Bank of Texas, National
Association, as Trustee, for the benefit of the Certificateholders of ABN
AMRO Mortgage Corporation Series 1998-2 Attn: Corporate Trust Department,
600 Travis Street, Houston, TX 77002, without recourse" and signed in the
name of the Seller by an Authorized Officer showing an unbroken chain of
title from the originator thereof to the person endorsing;
(ii) The original Mortgage with evidence of recording thereon,
and if the Mortgage was executed pursuant to a power of attorney, a
certified true copy of the power of attorney certified by the recorder's
office, with evidence of recording thereon, or certified by a title
insurance company or escrow company to be a true copy thereof; PROVIDED
THAT if such original Mortgage or power of attorney cannot be delivered
with evidence of recording thereon on or prior to the Closing Date
because of a delay caused by the public recording office where such
original Mortgage has been delivered for recordation or because such
original Mortgage has been lost, the Seller shall deliver or cause to be
delivered to the Purchaser (with a copy to the Trustee) a true and
correct copy of such Mortgage, together
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with (a) in the case of a delay caused by the public recording
office, an Officer's Certificate signed by a Responsible Officer
of the Seller stating that such original Mortgage has been dispatched
to the appropriate public recording official for recordation or
(b) in the case of an original Mortgage that has been lost, a
certificate by the appropriate county recording office where such
Mortgage is recorded or from a title insurance company or escrow company
indicating that such original was lost and the copy of the original
mortgage is a true and correct copy;
(iii) The originals of any and all instruments that modify the
terms and conditions of the Mortgage Note, including but not limited to
modification, consolidation, extension and assumption agreements
including any adjustable rate mortgage (ARM) rider, if any;
(iv) The originals of all required intervening assignments, if
any, with evidence of recording thereon, and if such assignment was
executed pursuant to a power of attorney, a certified true copy of the
power of attorney certified by the recorder's office, with evidence of
recording thereon, or certified by a title insurance company or escrow
company to be a true copy thereof; PROVIDED THAT, if such original
assignment or power of attorney cannot be delivered with evidence of
recording thereon on or prior to the Closing Date because of a delay
caused by the public recording office where such original assignment has
been delivered for recordation or because such original Assignment has
been lost, the Seller shall deliver or cause to be delivered to the
Purchaser (with a copy to the Trustee) a true and correct copy of such
Assignment, together with (a) in the case of a delay caused by the public
recording office, an Officer's Certificate signed by a Responsible
Officer of the Seller stating that such original assignment has been
dispatched to the appropriate public recording official for recordation
or (b) in the case of an original assignment that has been lost, a
certificate by the appropriate county recording office where such
assignment is recorded or from a title insurance company or escrow
company indicating that such original was lost and the copy of the
original assignment is a true and correct copy;
(v) The original mortgage policy of title insurance (including,
if applicable, the endorsement relating to the negative amortization of
the Mortgage Loans) or in the event such original title policy is
unavailable, any one of an original title binder, an original preliminary
title report or an original title commitment or a copy thereof certified
by the title company with the original policy of title insurance to
follow within 180 days of the Closing Date;
(vi) The mortgage insurance certificate;
(vii) Hazard insurance certificates and copies of the Hazard
Insurance Policy and, if applicable, flood insurance policy; and
(viii) any and all other documents, opinions and certificates
executed and/or delivered by the related Mortgagor and/or its counsel in
connection with the origination of such Mortgage.
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If the Depositor cannot deliver the original Mortgage with evidence of
recording thereon concurrently with the execution and delivery of this Agreement
because of a delay caused by the public recording office where such original
Mortgage has been delivered for recordation, the Depositor shall deliver to the
Trustee an Officer's Certificate, with a photocopy of such Mortgage attached
thereto, stating that such original Mortgage has been delivered to the
appropriate public recording official for recordation. The Depositor shall
promptly deliver to the Trustee such original Mortgage with evidence of
recording indicated thereon upon receipt thereof from the public recording
official.
The Depositor shall, at its own expense, promptly record or cause to be
recorded in the appropriate public real property or other records each
assignment referred to in Section 2.1(ii), unless the Depositor delivers to the
Trustee an Independent opinion of counsel admitted to practice law in the state
in which such Mortgaged Property is located to the effect that such recordation
is not necessary to secure the interest in the related Mortgaged Properties
against any other transferee or creditor of the Depositor, in which case such
assignments shall be delivered to the Trustee for the benefit of the
Certificateholders in recordable form. If the Depositor cannot deliver the
original assignment concurrently with the execution and delivery of this
Agreement solely because it is in the process of being prepared and recorded or
because of a delay caused by the public recording office where such original
assignment has been delivered for recordation, the Depositor shall deliver a
blanket Officer's Certificate covering all such assignments stating that such
original assignment is in the process of being prepared and recorded or it has
been delivered to the appropriate public recording official for recordation and
a photocopy of such assignment. Any such original recorded assignment shall be
delivered to the Trustee within 180 days following the execution of this
Agreement.
If the Depositor cannot deliver the original title insurance policy
concurrently with the execution and delivery of this Agreement, the Depositor
shall promptly deliver each such original title insurance policy as soon as such
policy becomes available but in no event later than 120 days following the
execution of this Agreement.
All rights arising out of Mortgage Loans including, without limitation,
all funds received on or in connection with a Mortgage Loan shall be held by the
Depositor in trust for the benefit of the Certificateholders. The Depositor
shall maintain a complete set of books and records for each Mortgage Loan which
shall be clearly marked to reflect the ownership of each Mortgage Loan by the
Certificateholders.
It is the express intent of this Agreement that the conveyance of the
Mortgage Loans by the Depositor to the Trustee as provided in this Section 2.1
be, and be construed as, a sale of the Mortgage Loans by the Depositor to the
Trustee and that the sale of the Certificates to the Certificateholders, if they
are sold, be, and be construed as, a sale of a 100% interest in the Mortgage
Loans and the Trust Fund to such Certificateholders. It is, further, not the
intention of this Agreement that such conveyance be deemed a pledge of the
Mortgage Loans by the Depositor to the Trustee to secure a debt or other
obligation of the Depositor. However, in the event that,
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notwithstanding the intent of this Agreement, the Mortgage Loans are held to
be property of the Depositor, or if for any other reason this Agreement is
held or deemed to create a security interest in the Mortgage Loans, then (a)
this Agreement shall also be deemed to be a security agreement within the
meaning of Articles 8 and 9 of the New York Uniform Commercial Code; (b) the
conveyance provided for in this Section 2.1 shall be deemed to be a grant by
the Depositor to the Trustee for the benefit of the Certificateholders of a
security interest in all of the Depositor's right, title and interest in and
to the Mortgage Loans and all amounts payable to the holders of the Mortgage
Loans in accordance with the terms thereof and all proceeds of the
conversion, voluntary or involuntary, of the foregoing into cash,
instruments, securities or other property, including without limitation all
amounts, other than investment earnings, from time to time held or invested
in the Certificate Account, whether in the form of cash, instruments,
securities or other property; (c) the possession by the Trustee or any
Custodian of Mortgage Notes and such other items of property as constitute
instruments, money, negotiable documents or chattel paper shall be deemed to
be "in possession by the secured party" for purposes of perfecting the
security interest pursuant to Section 9-305 of the New York Uniform
Commercial Code; and (d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such
property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as
applicable) of the Trustee for the benefit of the Certificateholders for the
purpose of perfecting such security interest under applicable law (except
that nothing in this clause (d) shall cause any person to be deemed to be an
agent of the Trustee for any purpose other than for perfection of such
security interest unless, and then only to the extent, expressly appointed
and authorized by the Trustee in writing). The Depositor and the Trustee,
upon directions from the Depositor, 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 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.
The Trustee is authorized to appoint any bank or trust company approved
by the Depositor as Custodian of the documents or instruments referred to under
(i) through (viii) above, and to enter into a Custodial Agreement for such
purpose and any documents delivered thereunder shall be delivered to the
Custodian and any Officer's Certificates delivered with respect thereto shall be
delivered to the Trustee and the Custodian.
Section 2.2. ACCEPTANCE BY TRUSTEE. The Trustee acknowledges, subject
to the provisions of Section 2.1 and to any document exceptions reported
pursuant to the Trustee's reviews as described below, receipt of the Mortgage
Notes, the Mortgages, the assignments of the Mortgages and the Officer's
Certificates referred to in Section 2.1 above, and declares that it holds and
will hold such documents and the other documents constituting a part of the
Mortgage Files delivered to it as Trustee in trust, upon the trusts herein
set forth, for the use and benefit of all present and future
Certificateholders. The Trustee acknowledges that, as of the date of the
execution of this Agreement, the Mortgage Files have been delivered to the
Trustee and the Trustee has conducted a preliminary review of the Mortgage
Files. The Trustee further acknowledges that such review included a review
of the Mortgage Notes to determine that the appropriate Mortgage Notes have
been delivered and endorsed in the manner set forth in Section 2.1(i). In
connection with such
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review, the Trustee shall have delivered an exceptions report indicating any
discrepancies relating to such review. In addition, the Trustee agrees, for
the benefit of Certificateholders, to review each Mortgage File within 45
days, or with respect to assignments which must be recorded, within 180 days,
after execution of this Agreement to ascertain that all required documents
set forth in items (i), (ii), (v), (vi) and, to the extent delivered to the
Trustee, items (iii), (iv), (vii) and (viii) of Section 2.1 have been
executed and received, and that such documents relate to the Mortgage Loans
identified in Exhibit D annexed hereto, and in so doing the Trustee may rely
on the purported due execution and genuineness of any such document and on
the purported genuineness of any signature thereon. The Trustee shall have
no duty to verify or determine whether any Mortgage File should contain
documents described in Sections 2.1 (iii), (iv), (vii) and (viii). The
Trustee shall be under no duty or obligation to inspect, review or make any
independent examination of any documents contained in each Mortgage File
beyond the review specifically required herein. The Trustee makes no
representations as to (i) the validity, legality, sufficiency, enforceability
or genuineness of any of the documents contained in each Mortgage File or any
of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the
collectability, insurability, effectiveness or suitability of any such
Mortgage Loan. If at the conclusion of such 45-day period or 180-day period
the Trustee finds any document constituting a part of a Mortgage File not to
have been executed or received or to be unrelated to the Mortgage Loans
identified in said Exhibit D (each such finding, a "material defect"), the
Trustee shall promptly notify the Depositor, which shall have a period of 90
days after such notice within which to correct or cure any such material
defect; PROVIDED, HOWEVER, that if the Trustee shall not have received a
document by reason of the fact that such document shall not have been
returned by the appropriate recording office then the Depositor shall have
until a date one year later from the Cut-Off Date to correct or cure such
defect. The Depositor hereby covenants and agrees that, if any such material
defect as defined above is not corrected or cured, the Depositor will, not
later than 90 days in the case of repurchase referred to below or not later
than 75 days in the case of a substitution referred to below after the
Trustee's notice to it respecting such defect either (i) repurchase the
related Mortgage Loan at a price equal to 100% of the Principal Balance of
such Mortgage Loan (or any property acquired in respect thereof) plus accrued
interest on such Principal Balance at the applicable Pass-Through Rate to the
next scheduled Due Date of such Mortgage Loan, less any Nonrecoverable
Advances made with respect to any such Mortgage Loan or (ii) substitute for
any Mortgage Loan to which such material defect relates a different mortgage
loan (a "Substitute Mortgage Loan") maturing no later than and not more than
two years earlier than the Mortgage Loan being substituted for and having a
principal balance equal to or less than and a Mortgage Interest Rate equal to
or greater than the Mortgage Interest Rate of the Mortgage Loan being
substituted for, a Loan-to-Value Ratio equal to or less than the
Loan-to-Value Ratio of the Mortgage Loan being substituted for and otherwise
having such characteristics so that the representations and warranties of the
Depositor set forth in Section 2.3 hereof would not have been incorrect had
such Substitute Mortgage Loan originally been a Mortgage Loan; PROVIDED,
HOWEVER, that if the Principal Balance of the original Mortgage Loan exceeds
the principal balance of the Substitute Mortgage Loan, an amount equal to
that difference shall be deposited by the Depositor in the Certificate
Account; PROVIDED, FURTHER, HOWEVER, that no such substitution may occur
after 90 days of the Closing Date unless the Trustee shall have received from
the Depositor an Opinion of Counsel to the effect that such substitution will
not adversely affect the REMIC status of REMIC I or REMIC II or constitute a
prohibited transaction or substitution under the REMIC provisions of
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the Code, and, if applicable, within the meaning of the REMIC Provisions of
the particular State, if any, which would impose a tax on the Trust Fund.
Monthly Payments due with respect to Substitute Mortgage Loans in the month
of substitution are not a part of the Trust Fund and will be retained by the
Servicer. The Depositor shall notify the Rating Agency of any such
substitution. For the month of substitution, distributions to
Certificateholders will include the Monthly Payment due on the Mortgage Loan
being substituted for in such month. The purchase price for the repurchased
Mortgage Loan or property shall be deposited by the Depositor in the
Certificate Account and in the case of a Substitute Mortgage Loan, the
Mortgage File relating thereto shall be delivered to the Trustee or the
Custodian. Upon receipt by the Trustee of written notification of such
deposit signed by a Servicing Officer or the new Mortgage File, as the case
may be, and an Officer's Certificate that such repurchase or substitution is
in accordance with this Agreement, the Trustee shall release or cause to be
released to the Depositor the related Mortgage File for the Mortgage Loan
being repurchased or substituted for, as the case may be, and shall execute
and deliver or cause to be executed and delivered such instrument of transfer
or assignment presented to it by the Depositor, in each case without
recourse, as shall be necessary to transfer to the Depositor the Trustee's
interest in such original or repurchased Mortgage Loan or property and the
Trustee shall have no further responsibility with regard to such Mortgage
Loan. It is understood and agreed that the obligation of the Depositor to
substitute a new Mortgage Loan for or repurchase any Mortgage Loan or
property as to which such a material defect in a constituent document exists
shall constitute the sole remedy respecting such defect available to
Certificateholders or the Trustee on behalf of Certificateholders, but such
obligation shall survive termination of this Agreement. Neither the Trustee
nor the Custodian shall be responsible for determining whether any assignment
or mortgage delivered pursuant to Section 2.1(ii) is in recordable form or,
if recorded, has been properly recorded.
SECTION 2.3. REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR. The
Depositor hereby represents and warrants to the Trustee:
(i) that the information set forth in the Mortgage Loan
Schedule appearing as an exhibit to this Agreement is true and correct in
all material respects at the date or dates respecting which such
information is furnished as specified therein;
(ii) that the information relating to the Mortgage Loans set
forth in the Prospectus, Prospectus Supplement and the Form 8-K filed
pursuant to the Securities Exchange Act of 1934 relating to offering of
the Certificates is true and correct in all material respects at the date
or dates respecting which such information is furnished as specified
therein;
(iii) that as of the date of the transfer of the Mortgage Loans
to the Trustee, the Depositor is the sole owner and holder of each
Mortgage Loan free and clear of all liens, pledges, charges or security
interests of any nature and has full right and authority, subject to no
interest or participation of, or agreement with, any other party, to sell
and assign the same;
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(iv) that as of the date of initial issuance of the
Certificates, no payment of principal of or interest on or in respect of
any Mortgage Loan is 30 days or more past due from the Due Date of such
Mortgage Loan;
(v) that to the best of the Depositor's knowledge, as of the
date of the transfer of the Mortgage Loans to the Trustee, there is no
valid offset, defense or counterclaim to any Mortgage Note or Mortgage;
(vi) that as of the date of the initial issuance of the
Certificates, there is, to the best of the Depositor's knowledge, no
proceeding pending or threatened for the total or partial condemnation of
any of the Mortgaged Property and the Mortgaged Property is free of
material damage and is in good repair and neither the Mortgaged Property
nor any improvement located on or being part of the Mortgaged Property is
in violation of any applicable zoning law or regulation;
(vii) that each Mortgage Loan complies in all material respects
with applicable state or federal laws, regulations and other
requirements, pertaining to usury, equal credit opportunity and
disclosure laws, and each Mortgage Loan was not usurious at the time of
origination;
(viii) that to the best of the Depositor's knowledge, as of the
date of the initial issuance of the Certificates, all taxes, governmental
assessments and insurance premiums previously due and owing with respect
to the Mortgaged Property have been paid;
(ix) that each 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 except as such
enforcement may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors' rights
generally and by general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law); 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 the Mortgagor;
(x) that each Mortgage is a valid and enforceable first lien on
the property securing the related Mortgage Note, and that each Mortgage
Loan is covered by an ALTA mortgagee title insurance policy or other form
of policy or insurance generally acceptable to FNMA or FHLMC, issued by,
and is a valid and binding obligation of, a title insurer acceptable to
FNMA or FHLMC insuring the originator, its successor and assigns, as to
the lien of the Mortgage in the original principal amount of the Mortgage
Loan subject only to (a) the lien of current real property taxes and
assessments not yet due and payable, (b) covenants, conditions and
restrictions, rights of way, easements and other matters of public record
as of the date of recording of such Mortgage acceptable to mortgage
lending institutions in the area in which the Mortgaged Property is
located or specifically referred to in the appraisal performed in
connection with the origination of the related Mortgage Loan
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and (c) such other matters to which like properties are commonly subject
which do not individually, or in the aggregate, materially interfere with
the benefits of the security intended to be provided by the Mortgage;
(xi) that as of the initial issuance of the Certificates,
neither the Depositor nor any prior holder of any Mortgage has, except as
the Mortgage File may reflect, modified the Mortgage in any material
respect; satisfied, cancelled or subordinated such Mortgage in whole or
in part; released such Mortgaged Property in whole or in part from the
lien of the Mortgage; or executed any instrument of release,
cancellation, modification or satisfaction;
(xii) that each Mortgaged Property consists of a fee simple
estate or a leasehold estate condominium form of ownership in real
property;
(xiii) the condominium projects that include the condominiums that
are the subject of any condominium loan are generally acceptable to FNMA
or FHLMC;
(xiv) no foreclosure action is threatened or has been commenced
(except for the filing of any notice of default) with respect to the
Mortgage Loan; and except for payment delinquencies not in excess of 30
days, to the best of the Depositor's knowledge, there is no default,
breach, violation or event of acceleration existing under the Mortgage or
the related Mortgage Note and no 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; and the
Depositor has not waived any default, breach, violation or event of
acceleration;
(xv) that each Mortgage Loan was originated on FNMA or FHLMC
uniform instruments;
(xvi) that based upon a representation by each Mortgagor at the
time of origination or assumption of the applicable Mortgage Loan, 97.59%
of the Mortgage Loans measured by Principal Balance were to be secured by
owner-occupied residences and no more than 2.41% of the Mortgage Loans
measured by Principal Balance were to be secured by non-owner-occupied
residences;
(xvii) that an appraisal of each Mortgaged Property was conducted
at the time of origination of the related Mortgage Loan, and that each
such appraisal was conducted in accordance with FNMA or FHLMC criteria,
on FNMA or FHLMC forms and comparables on at least three properties were
obtained;
(xviii) that no Mortgage Loan had a Loan-to-Value Ratio at
origination in excess of 95%;
(xix) the Mortgage Loans were not selected in a manner to
adversely affect the interests of the Certificateholders and the
Depositor knows of no conditions which
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reasonably would cause it to expect any Mortgage Loan to become
delinquent or otherwise lose value;
(xx) each Mortgage Loan was either (A) originated directly by or
closed in the name of either: (i) a savings and loan association,
savings bank, commercial bank, credit union, insurance company, or
similar institution which is supervised and examined by a federal or
state authority or (ii) a mortgagee approved by the Secretary of Housing
and Urban Development pursuant to Sections 203 and 211 of the National
Housing Act or (B) originated or underwritten by an entity employing
underwriting standards consistent with the underwriting standards of an
institution as described in subclause (A)(i) or (A)(ii) above; and
(xxi) each Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G of the Code without regard to Section 1.860G-2(f)
of the REMIC Provisions or any similar rule.
It is understood and agreed that the representations and warranties set
forth in this Section 2.3 shall survive delivery of the respective Mortgage
Files to the Trustee, or to a Custodian, as the case may be. Upon discovery by
the Depositor, Servicer, the Trustee or any Custodian of a breach of any of the
foregoing representations and warranties (referred to herein as a "breach"),
without regard to any limitation set forth in such representation or warranty
concerning the knowledge of the Depositor as to the facts stated therein, which
breach materially and adversely affects the interests of the Certificateholders
in the related Mortgage Loan, the party discovering such breach shall give
prompt written notice to the others and to the Rating Agency.
Within 90 days of its discovery or its receipt or any Seller's receipt of
notice of breach, the Depositor shall or shall cause such Seller to cure such
breach in all material respects or shall repurchase the Mortgage Loan or any
property acquired in respect thereof from the Trustee at a repurchase price
equal to 100% of the Principal Balance of such Mortgage Loan plus accrued
interest on such Principal Balance at the Mortgage Interest Rate to the next
scheduled Installment Due Date of such Mortgage Loan or remove such Mortgage
Loan from the Trust Fund and substitute in its place a Substitute Mortgage Loan
or Loans with the characteristics set forth in Section 2.2 above for Substitute
Mortgage Loans, provided such substitution is effected not later than 90 days
after the Closing Date (or not later than two years of the Closing Date provided
that the Trustee shall receive from the Depositor an Opinion of Counsel to the
effect that such substitution will not adversely affect the REMIC status of
REMIC I or REMIC II or constitute a prohibited transaction or substitution
under the REMIC Provisions of the Code and, if applicable, the REMIC provisions
of the relevant State). It is understood and agreed that the obligation of the
Depositor to repurchase or substitute or cause any Seller to repurchase or
substitute any Mortgage Loan or property as to which a breach has occurred and
is continuing shall constitute the sole remedy respecting such breach available
to Certificateholders or the Trustee on behalf of Certificateholders, and such
obligation shall survive as the obligation of ABN AMRO Mortgage Corporation or
its successors.
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Section 2.4. AUTHENTICATION AND DELIVERY OF CERTIFICATES; DESIGNATION OF
CERTIFICATES AS REMIC REGULAR AND RESIDUAL INTERESTS.
(a) The Trustee acknowledges the transfer to the extent provided
herein and assignment to it of the Trust Fund and, concurrently with such
transfer and assignment, has caused to be authenticated and delivered to
or upon the order of the Depositor, in exchange for the Trust Fund,
Certificates evidencing the entire ownership of the Trust Fund.
(b) This Agreement shall be construed so as to carry out the
intention of the parties that each of REMIC I and REMIC II be
treated as a REMIC at all times prior to the date on which the
Trust Fund is terminated. The "regular interests" (within the
meaning of Section 860G(a)(1) of the Code) in REMIC II shall consist
of Component IA-1-1, Component IA-1-2, Component IA-1-3, Component
IA-1-4, Component IA-1-5, and Component IA-1-6 of the Class IA-1
Certificates, and the Class IA-2 Certificates, the Class IA-3
Certificates, the Class IA-4 Certificates, the Class IA-5
Certificates, the Class IA-6 Certificates, the Class IA-7 Certificates,
the Class IA-8 Certificates, the Class IA-9 Certificates, the Class IA-10
Certificates, the Class IA-11 Certificates, the Class IA-12 Certificates,
the Class IA-13 Certificates, the Class IA-14 Certificates, the Class
IA-X Certificates, the Class IIA-1 Certificates, the Class IIA-X
Certificates, the Class IIA-P Certificates, the Class M Certificates, the
Class B-1 Certificates, the Class B-2 Certificates, the Class B-3
Certificates, the Class B-4 Certificates and the Class B-5 Certificates.
The "residual interest" (within the meaning of Section 860(G)(a)(2) of
the Code) in REMIC II shall consist of Component R-2 of the Class R
Certificate. The "regular interests" (within the meaning of Section
860(G)(a)(1) of the Code) of REMIC I shall consist of the Component
IA-1-2 Regular Interest, the Component IA-1-3 Regular Interest, the
Component IA-1-4 Regular Interest, the Component IA-1-5 Regular Interest,
the Component IA-1-6 Regular Interest, the Class IA-2 Regular Interest,
the Class IA-3 Regular Interest, the Class IA-4 Regular Interest, the
Class IA-5 Regular Interest, the Class IA-6 Regular Interest, the Class
IA-7 Regular Interest, the Class IA-8 Regular Interest, the Class IA-9
Regular Interest, the Class IA-10 Regular Interest, the Class IA-11
Regular Interest, the Class IA-12 Regular Interest, the Class IA-13
Regular Interest, the Class IA-14 Regular Interest, the Class IA-X
Regular Interest, the Class IIA-1 Regular Interest, the Class IIA-X
Regular Interest, the Class IIA-P Regular Interest, the Class I
Subordinated Regular Interest, and the Class II Subordinated Regular
Interest. The "residual interest" (within the meaning of Section
860(G)(a)(2) of the Code) of REMIC I shall consist of Component R-1 of
the Class R Certificate.
(c) All payments with respect to Components IA-1-1 and IA-1-2 of
the Class IA-1 Certificates and the Class IA-2, IA-3, IA-4, IA-7, IA-8
and IA-9 Certificates shall be considered to have been made solely from
the Component IA-1-2 Regular Interest and the Class IA-2, IA-3, IA-4,
IA-7, IA-8 and IA-9 Regular Interests of REMIC I. All payments with
respect to the Class M, B-1, B-2, B-3, B-4 and B-5 Certificates of
REMIC II shall be considered to have been made solely from the
Class I Subordinate Regular Interest and the Class II Subordinate
Regular Interest. All payments with respect to each other Component
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or Certificate of REMIC II described in paragraph (b) above which
constitutes a regular interest in REMIC II shall be considered to have
been made solely from the REMIC I Regular Interest described in
paragraph (b) above which has the same designation.
The original principal balance of the Class I Subordinate Regular
Interest is equal to the original Group I Subordinate Amount. The
original principal balance of the Class II Subordinate Interest is equal
to the original Group II Subordinate Amount. The original principal
balance of each of the principal-bearing Class I and Class II Regular
Interests other than the Class I and II Subordinate Regular Interests is
equal to the original principal balance of the principal-bearing
Component or Certificate of REMIC II which has the same designation. The
notional principal balance of each non-principal-bearing Class I or Class
II Regular Interest is equal to the Notional Amount of the Component or
Certificate of REMIC II which has the same designation.
The interest rate on Component IA-1-2 Regular Interests and the
Class IA-2, IA-3, IA-4, IA-7, IA-8 and IA-9 Regular Interests is 6.750%.
The interest rates on the Class I Subordinate Interest and on the Class
II Subordinate Interest are 6.750% per annum and 6.500% per annum,
respectively.
Section 2.5. DESIGNATION OF STARTUP DAY. The Closing Date is hereby
designated as the "startup day" of each of REMIC I and REMIC II within the
meaning of Section 860G(a)(9) of the Code.
Section 2.6. NO CONTRIBUTIONS. The Trustee shall not accept or make
any contribution of cash to the Trust Fund after 90 days of the Closing Date,
and shall not accept or make any contribution of other assets to the Trust
Fund unless, in either case, it shall have received an Opinion of Counsel to
the effect that the inclusion of such assets in the Trust Fund will not cause
either REMIC I or REMIC II to fail to qualify as a REMIC at any time that any
Class A or Subordinate Certificates are outstanding or subject the Trust Fund
to any tax on contributions to the REMIC under Section 860G(d) of the Code.
Section 2.7. REPRESENTATIONS AND WARRANTIES OF THE SERVICER. The
Servicer hereby represents, warrants and covenants to the Trustee for the
benefit of Certificateholders that, as of the date of execution of this
Agreement:
(a) the Servicer is a corporation duly formed and validly
existing under the laws of the State of Illinois;
(b) the execution and delivery of this Agreement by the
Servicer and its performance of and compliance with the terms of this
Agreement will not violate the Servicer's corporate charter or by-laws
or constitute a default (or an event which, with notice or lapse of
time, or both, would constitute a default) under, or result in the
breach of, any material contract, agreement or other instrument to
which the Servicer is a party or which may be applicable to the
Servicer or any of its assets;
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(c) this Agreement, assuming due authorization, execution and
delivery by the Trustee and the Depositor, constitutes a valid, legal
and binding obligation of the Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(d) the Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any Federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Servicer or its properties or
might have consequences that would affect its performance hereunder;
(e) no litigation is pending or, to the best of the Servicer's
knowledge, threatened against the Servicer which would prohibit its
entering into this Agreement or performing its obligations under this
Agreement; and
(f) as long as the Servicer has any obligations to service the
Mortgage Loans hereunder (and it has not assigned such obligations
pursuant to Section 3.1(c)), it shall be a FNMA or a FHLMC-qualified
servicer.
It is understood and agreed that the representations and warranties set
forth in this Section 2.7 shall survive delivery of the respective Mortgage
Files to the Trustee, or to a Custodian, as the case may be.
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.1. SERVICER TO ACT AS SERVICER; ADMINISTRATION OF THE
MORTGAGE LOANS.
(a) The Servicer shall service and administer the Mortgage
Loans on behalf of the Trust Fund solely in the best interests of and
for the benefit of the Certificateholders (as determined by the Servicer
in its reasonable judgment) and the Trustee (as trustee for
Certificateholders) in accordance with the terms of this Agreement and
the respective Mortgage Loans and, to the extent consistent with such
terms, in the same manner in which, and with the same care, skill,
prudence and diligence with which, it services and administers similar
mortgage loans for other portfolios, giving due consideration to
customary and usual standards of practice of prudent institutional
residential mortgage lenders and loan servicers, and taking into account
its other obligations hereunder, but without regard to:
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(i) any relationship that the Servicer, any sub-servicer,
any special servicer or any Affiliate of the Servicer, any
sub-servicer or any special servicer may have with the related
Mortgagor;
(ii) the ownership of any Certificate by the Servicer,
any special servicer or any Affiliate of the Servicer, any
sub-servicer or any special servicer;
(iii) the Servicer's, any sub-servicer's or any special
servicer's right to receive compensation for its services
hereunder or with respect to any particular transaction; or
(iv) the ownership, or servicing or management for
others, by the Servicer, any sub-servicer or any special servicer,
of any other mortgage loans or property.
To the extent consistent with the foregoing and subject to any
express limitations set forth in this Agreement, the Servicer shall seek
to maximize the timely and complete recovery of principal and interest on
the Mortgage Notes; provided, however, that nothing herein contained
shall be construed as an express or implied guarantee by the Servicer of
the collectability of the Mortgage Loans. Subject only to the above-
described servicing standards and the terms of this Agreement and of the
respective Mortgage Loans, the Servicer, as an independent contractor,
shall service and administer the Mortgage Loans and shall have full power
and authority, acting alone or through one or more subservicers, special
servicers or agents (subject to paragraph (c) of this Section 3.1), to do
any and all things in connection with such servicing and administration
which it may deem necessary or desirable for the purpose of conserving
the assets of the Trust Fund. Without limiting the generality of the
foregoing, the Servicer shall and is hereby authorized and empowered by
the Trustee to continue to execute and deliver, on behalf of itself, the
Certificateholders and the Trustee or any of them, 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 modifications, waivers, consents or amendments to or with
respect to any documents contained in the related Mortgage File; and any
and all instruments of satisfaction or cancellation, or of partial or
full release or discharge and all other comparable instruments, with
respect to the Mortgage Loans and with respect to the related Mortgaged
Properties. Notwithstanding the foregoing, the Servicer shall not
modify, amend, waive or otherwise consent to the change of the terms of
any of the Mortgage Loans (including without limitation extending the
stated maturity date of any Mortgage Loan or forgiving principal of or
interest on any Mortgage Loan), except as permitted by Section 3.2
hereof. The Servicer shall service and administer the Mortgage Loans in
accordance with applicable law and shall provide to the Mortgagors any
reports required to be provided to them thereby. To enable the Servicer
to carry out its servicing and administrative duties hereunder, upon the
Servicer's written request accompanied by the forms of any documents
requested, the Trustee shall execute and deliver to the Servicer any
powers of attorney and other documents necessary or appropriate and the
Trustee shall not be responsible for releasing such powers of attorney.
The Trustee shall not be responsible for, and the Servicer shall
indemnify the
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Trustee for, any action taken by the Servicer pursuant to
the application of any such power of attorney. The relationship of the
Servicer (and of any successor thereto) to the Trustee under this
Agreement is intended by the parties to be that of an independent
contractor and not that of a joint venturer, partner or agent.
(b) The Servicer, Trustee and Depositor intend that REMIC I and
REMIC II formed hereunder shall constitute, and that the Servicer shall
perform its duties and obligation hereunder so as to qualify each of them
as, a "real estate mortgage investment conduit" as defined in and in
accordance with the REMIC Provisions. The Tax Matters Person, or the
Person acting as attorney-in-fact and agent therefor, shall: (a) prepare
and file, or cause to be prepared and filed, federal tax returns (as
well as any other federal and state information and other returns) using
a calendar year as the taxable year when and as required by the REMIC
Provisions; (b) make (or cause to be made) an election, on behalf of
each of REMIC I and REMIC II, to be treated as a REMIC on the Federal tax
return and any applicable state or local returns for the first taxable
year, in accordance with the REMIC Provisions; (c) prepare and forward,
or cause to be prepared and forwarded, to the Certificateholders all
information reports (including, without limitation, the information
required in connection with the computation of the present value of
anticipated excess inclusions as required by Section 1.860E-2(a)(5) of
the REMIC Provisions) as and when required to be provided to them in
accordance with the REMIC Provisions; (d) conduct the affairs of the
Trust Fund at all times that REMIC I Regular Interests or REMIC II
Certificates are outstanding so as to maintain the status of each of
REMIC I and REMIC II as a REMIC under the REMIC Provisions; and
(e) not knowingly or intentionally take any action or omit to take
any action that would cause the termination of the REMIC status of
either REMIC I or REMIC II.
(c) The Servicer may enter into sub-servicing agreements with
third parties with respect to any of its respective obligations
hereunder, provided that (1) any such agreement shall be consistent
with the provisions of this Agreement and (2) no sub-servicer retained
by the Servicer shall grant any modification, waiver or amendment to any
Mortgage Loan without the approval of the Servicer. Any such
sub-servicing agreement may permit the sub-servicer to delegate its
duties to agents or subcontractors so long as the related agreements or
arrangements with such agents or subcontractors are consistent with the
provisions of this Section 3.1(c).
Any sub-servicing agreement entered into by the Servicer with a
Person other than the Depositor shall provide that it may be assumed or
terminated by the Trustee if the Trustee has assumed the duties of the
Servicer, without cost or obligation to the assuming or terminating party
or the Trust Fund, upon the assumption by such party of the obligations
of the Servicer pursuant to Section 7.5.
Any sub-servicing agreement, and any other transactions or
services relating to the Mortgage Loans involving a sub-servicer,
including (if applicable) the Depositor in its capacity as sub-servicer
under a sub-servicing agreement and not in its capacity as a party
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to this Agreement, shall be deemed to be between the Servicer and such
sub-servicer (including the Depositor) alone, and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no
claims, rights, obligations, duties or liabilities with respect to the
sub-servicer, except as set forth in Section 3.1(d).
In the event that the Trustee assumes the servicing obligations of
the Servicer, upon request of the Trustee, the Servicer shall at its own
expense deliver to the Trustee all documents and records relating to any
sub-servicing agreement and the Mortgage Loans then being serviced
thereunder and an accounting of amounts collected and held by it, if any,
and will otherwise use its best efforts to effect the orderly and
efficient transfer of any sub-servicing agreement to the Trustee.
(d) Costs incurred by the Servicer in effectuating the timely
payment of taxes and assessments on the Mortgaged Property securing a
Mortgage Note shall be recoverable by the Servicer pursuant to
Section 3.3. The Servicer shall ensure all such taxes and assessments
are timely paid.
The Servicer, as initial servicer, shall pay all of its costs and
proven damages incurred with respect to or arising out of any allegation
of impropriety in its servicing of the Mortgage Loans. Further, the
Servicer shall not be entitled to reimbursement or indemnification from
either the Trust Fund or the Certificateholders with respect to any such
costs, claims and damages.
(e) Notwithstanding any sub-servicing agreement, any of the
provisions of this Agreement relating to agreements or arrangements
between the Servicer and any Person (including the Depositor) acting as
sub-servicer (or its agents or subcontractors) or any reference to
actions taken through any Person (including the Depositor) acting as
sub-servicer or otherwise, the Servicer shall remain obligated and
primarily liable to the Trustee and Certificateholders for the servicing
and administering of the Mortgage Loans in accordance with the
provisions of this Agreement without diminution of such obligation or
liability by virtue of such sub-servicing agreements or arrangements
or by virtue of indemnification from the Depositor or any other Person
acting as sub-servicer (or its agents or subcontractors) to the same
extent and under the same terms and conditions as if the Servicer alone
were servicing and administering the Mortgage Loans. The Servicer shall
be entitled to enter into an agreement with any sub-servicer providing
for indemnification of the Servicer by such sub-servicer (including the
Depositor), and nothing contained in this Agreement shall be deemed to
limit or modify such indemnification, but no such agreement for
indemnification shall be deemed to limit or modify this Agreement.
Section 3.2. COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS;
CERTIFICATE ACCOUNT.
(a) The Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans,
and shall, to the extent such procedures shall be consistent with this
Agreement, follow such collection procedures as it
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follows with respect to conventional mortgage loans it services for
itself and any of its Affiliates; PROVIDED, HOWEVER, that the Servicer
agrees not to permit any modification with respect to any Mortgage
Loan that would change the manner in which the Mortgage Interest Rate
is computed, forgive any principal or interest or change the term of
such Mortgage Loan. Consistent with the foregoing, the Servicer may in
its discretion (i) waive any assumption fee, late payment charge or
other charge in connection with a Mortgage Loan, and (ii) arrange a
schedule, running for no more than 180 days after the scheduled Due
Date for payment of any installment on any Mortgage Note or after the
due date of any other payment due under the related Mortgage Note for
the liquidation of delinquent items, provided that the Servicer shall
continue to be obligated to make Advances in accordance with
Section 4.3 during the continuance of such period. With respect to any
Mortgage Loans which provide for the right of the holder thereof to
call for early repayment thereof at times specified therein, neither
the Trustee nor the Servicer shall exercise any such right, except
that the Trustee shall exercise such right at the written direction of
the Servicer set forth in an Officer's Certificate in connection with
a default under the related Note. Notwithstanding anything herein to
the contrary, neither the Servicer nor any other party may take any
action that would cause a "significant modification" of any Mortgage
Loan within the meaning of the REMIC Provisions that would cause
REMIC I or REMIC II to fail to qualify as a REMIC at any time or cause
a tax to be imposed on the Trust Fund under REMIC Provisions.
(b) The Servicer shall establish and maintain a separate account
as set forth in Article I (the "Custodial Account for P&I"), and shall on
the Closing Date credit any amounts representing scheduled payments of
principal and interest due after the Cut-off Date but received by the
Servicer on or before the Closing Date, and thereafter on a daily basis
the following payments and collections received or made by it (other than
in respect of principal of and interest on the Mortgage Loans due on or
before the Cut-off Date):
(i) All Mortgagor payments on account of principal,
including Principal Prepayments on the Mortgage Loans;
(ii) All Mortgagor payments on account of interest on the
Mortgage Loans, which may be net of that portion thereof which the
Servicer is entitled to retain as Servicing Fees (adjusted for any
amounts related to compensating Interest) pursuant to Section 3.9,
as adjusted pursuant to Section 4.6;
(iii) All net Liquidation Proceeds;
(iv) All Insurance Proceeds received by the Servicer,
other than proceeds 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 Servicer's normal servicing
procedures, and all amounts deposited by the Servicer with respect
to the failure to maintain flood or fire and hazard insurance
policies, pursuant to Section 3.5;
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(v) All Advances made by the Servicer pursuant to
Section 4.3;
(vi) All repurchase proceeds from the repurchase of a
Mortgage Loan pursuant to a Purchase Obligation;
(vii) any amounts required to be deposited pursuant to
Section 3.2(c) in connection with net losses realized on Eligible
Investments with respect to funds held in the Custodial Account
for P&I;
(viii) all income and gain realized from any investment of
the funds in the Custodial Account for P&I in Eligible
Investments;
(ix) all net income from the renting of REO Property
pursuant to Section 3.7(c); and
(x) All other amounts required to be deposited in the
Custodial Account for P&I pursuant to this Agreement.
(c) The Servicer may invest the funds in the Custodial Account
for P&I in Eligible Investments which shall mature not later than the
second Business Day preceding the next Distribution Date unless the
Custodial Account for P&I is maintained with the Trustee in which case
they may mature one Business Day prior to the Distribution Date. The
Eligible Investments may not be sold or disposed of prior to their
maturity. All such Eligible Investments shall be made in the name of the
Servicer (in its capacity as such) or its nominee. All income and gain
realized from any such investment shall be for the benefit of the
Servicer, and shall be payable to the Servicer. The amount of any losses
incurred in respect of any such investments shall be deposited in the
Custodial Account for P&I by the Servicer, out of its own funds
immediately as realized without right to reimbursement therefor.
(d) The foregoing requirements for deposit in the Custodial
Account for P&I shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature
of those described in the last paragraph of this Section 3.2 and payments
in the nature of late payment charges or assumption fees need not be
deposited by the Servicer in the Custodial Account for P&I. All funds
deposited by the Servicer in the Custodial Account for P&I shall be held
by it in trust in the Custodial Account for P&I until disbursed in
accordance with Section 4.1 or withdrawn in accordance with Section 3.3;
PROVIDED, HOWEVER, that the Servicer shall withdraw such funds and
deposit them in such manner as to not result in a downgrading or
withdrawal of the rating then assigned to the Certificates by the Rating
Agency. If the Servicer deposits in the Custodial Account for P&I any
amount not required to be deposited therein, it may at any time withdraw
such amount from the Custodial Account for P&I pursuant to Section 3.3(i)
of this Agreement.
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Certain of the Mortgage Loans may provide for payment by the Mortgagor of
amounts to be used for payment of taxes, assessments, hazard or other insurance
premiums or comparable items for the account of the Mortgagor. The Servicer may
deal with these amounts in accordance with its normal servicing procedures.
Section 3.3. PERMITTED WITHDRAWALS FROM THE CUSTODIAL ACCOUNT FOR
P&I. The Servicer may, from time to time, make withdrawals from the
Custodial Account for P&I for the following purposes:
(a) to reimburse itself for Advances made by it pursuant to
Section 3.4 or 4.3, the Servicer's right to reimburse itself pursuant to
this subclause (a) being limited to amounts received on or in respect of
particular Mortgage Loans (including, for this purpose, Liquidation
Proceeds and Insurance Proceeds which represent late recoveries of
payments of principal and/or interest respecting which any such Advance
was made and any net income received from the renting of REO Property
pursuant to Section 3.7(c)) or to reimburse itself for Advances from
funds in the Custodial Account for P&I held for future distribution or
withdrawal, such funds to be replaced by the Servicer to the extent that
funds in the Custodial Account for P&I on a future Withdrawal Date are
less than the payment required to be made to the Certificate Account
therefrom as of such future Distribution Date;
(b) (i) to reimburse itself from Liquidation Proceeds for
Liquidation Expenses, (ii) for amounts expended by it pursuant to
Section 3.7 in good faith in connection with the restoration of damaged
property and (iii) to the extent that Liquidation Proceeds after such
reimbursement are in excess of the Principal Balance of the related
Mortgage Loan together with accrued and unpaid interest thereon at the
applicable Pass-Through Rate to the date of such liquidation, net of any
related Advances which were unreimbursed prior to the receipt of such
Liquidation Proceeds, to pay to itself any unpaid Servicing Fees, and
any assumption fees, late payment charges or other Mortgage charges on
the related Mortgage Loan;
(c) to pay to itself from any Mortgagor payment as to interest or
other recovery with respect to a particular Mortgage Loan, to the extent
permitted by this Agreement, that portion of any payment as to interest
in excess of interest at the applicable Pass-Through Rate which the
Servicer is entitled to retain as Servicing Fees pursuant to Section 3.9
or otherwise;
(d) to reimburse itself for expenses incurred by and recoverable
by or reimbursable to it pursuant to Section 3.1 or 3.5 after the related
Mortgagor has reimbursed the Trust Fund for such expenses or following
liquidation of the related Mortgage Loan, or pursuant to Section 6.3;
(e) to pay to itself with respect to each Mortgage Loan or
property acquired in respect thereof that has been repurchased pursuant
to Section 2.2 or 2.3 or purchased by the Class R Certificateholder
pursuant to Section 9.1 all amounts received thereon and not distributed
as of the date on which the related Principal Balance is determined;
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(f) to reimburse itself for any Nonrecoverable Advances;
(g) to disburse to the Trustee in order that the Trustee may make
payments to Certificateholders in the amounts and in the manner provided
for in Section 4.1;
(h) to pay itself any net interest or other income earned and
received on or investment income received with respect to funds in the
Custodial Account for P&I; and
(i) to make payments to itself or others pursuant to any
provision of this Agreement and to remove any amounts not required to be
deposited therein and to clear and terminate the Custodial Account for
P&I pursuant to Section 9.1.
Since in connection with withdrawals pursuant to subclauses (a), (b), (c)
and (e) the Servicer's entitlement thereto is limited to collections or other
recoveries on the related Mortgage Loan, the Servicer shall keep and maintain a
separate accounting for each Mortgage Loan for the purpose of justifying any
withdrawal from the Custodial Account for P&I pursuant to such subclauses.
The Servicer shall make the withdrawal referred to in subclause (g)
above and shall deposit the amount so withdrawn into the Certificate Account
prior to 4:00 P.M. New York City time on each related Withdrawal Date.
Section 3.4. TAXES, ASSESSMENTS AND SIMILAR ITEMS. With respect to
each Mortgage Loan, the Servicer shall maintain accurate records with respect
to each related Mortgaged Property reflecting the status of taxes,
assessments and other similar items that are or may become a lien on the
related Mortgaged Property and the status of insurance premiums payable with
respect thereto. The Servicer shall require that payments for taxes,
assessments, insurance premiums and other similar items be made by the
Mortgagor at the time they first become due. If a Mortgagor fails to make
any such payment on a timely basis, the Servicer shall advance the amount of
any shortfall unless the Servicer determines in its good faith judgment that
such advance would not be ultimately recoverable from future payments and
collections on the related Mortgage Loan (including without limitation
Insurance Proceeds and Liquidation Proceeds), or otherwise. The Servicer
shall be entitled to reimbursement of advances it makes pursuant to the
preceding sentence, together with interest thereon at the Prime Rate, from
amounts received on or in respect of the related Mortgage Loan respecting
which such advance was made or if such advance has become nonrecoverable, in
either case to the extent permitted by Section 3.3 of this Agreement. No
costs incurred by the Servicer in effecting the payment of taxes and
assessments on the Mortgaged Properties shall, for the purpose of calculating
distributions to Certificateholders, be added to the amount owing under the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans
so permit.
Section 3.5. MAINTENANCE OF INSURANCE. The Servicer shall also cause
to be maintained for each Mortgage Loan fire and hazard insurance with
extended coverage as is customary in the area where the Mortgaged Property is
located in an amount which is at least equal to the lesser of (i) the
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Principal Balance of such Mortgage Loan or (ii) the replacement value costs
of improvements securing such Mortgage Loan. The Servicer shall cause to be
maintained fire and hazard insurance with extended coverage on each REO
Property in an amount which is at least equal to the greater of (i) an amount
not less than is necessary to avoid the application of any co-insurance
clause contained in the related fire and hazard insurance policy or (ii) the
replacement cost of the improvements which are a part of such property. The
Servicer shall also cause to be maintained for each Mortgage Loan with a
Loan-to-Value Ratio greater than 80% a primary mortgage insurance policy
which will cover at least 75% of the original fair market value of the
related Mortgaged Property until such time as the principal balance of such
Mortgage Loan is reduced to 80% of the current fair market value or otherwise
in accordance with applicable law. The Servicer on behalf of the Trustee as
Mortgagee shall maintain or cause the related Mortgagor to maintain for each
Mortgage Loan such other insurance on the related Mortgaged Property as may
be required by the terms of the related Mortgage Note. If the Mortgaged
Property is in an area identified in the Federal Register by the Flood
Emergency Management Agency as having special flood hazards the Servicer will
cause to be maintained a flood insurance policy meeting the requirements of
the current guidelines of the Federal Insurance Administration with a
generally acceptable insurance carrier, in an amount representing coverage
not less than the least of (i) the full insurable value, (ii) the maximum
amount of insurance which is available under the Flood Disaster Protection
Act of 1973, and (iii) the Principal Balance of the related Mortgage Loan.
The Servicer shall also maintain fire and hazard insurance with extended
coverage and, if applicable, flood insurance on property acquired upon
foreclosure, or by deed in lieu of foreclosure, of any Mortgage Loan in an
amount that is at least equal to the lesser of (i) the maximum insurable
value of the improvements which are a part of such property and (ii) the
principal balance owing on such Mortgage Loan at the time of such foreclosure
or grant of deed in lieu of foreclosure plus accrued interest and related
Liquidation Expenses. If an REO Property was located at the time of
origination of the related Mortgage Loan in a federally designated special
flood hazard area, the Servicer will obtain flood insurance in respect
thereof providing substantially the same coverage as described in the
preceding sentence. If at any time during the term of this Agreement a
recovery under a flood or fire and hazard insurance policy in respect of an
REO Property is not available but would have been available if such insurance
were maintained thereon in accordance with the standards applied to Mortgaged
Properties described herein, the Servicer shall either (i) immediately
deposit into the Custodial Account for P&I from its own funds the amount that
would have been recovered or (ii) apply to the restoration and repair of the
property from its own funds the amount that would have been recovered, if
such application would be consistent with the servicing standard set forth in
Section 3.1. It is understood and agreed that such insurance shall be with
insurers approved by the Servicer and that no earthquake or other additional
insurance is to be required of any Mortgagor, other than pursuant to such
applicable laws and regulations or policies of the Servicer as shall at any
time be in force and as shall require such additional insurance. Pursuant to
Section 3.2, any amounts collected by the Servicer under any insurance
policies maintained pursuant to this Section 3.5 (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 Servicer's
normal servicing procedures) shall be deposited into the Custodial Account
for P&I, subject to withdrawal pursuant to Section 3.3. Any cost incurred by
the Servicer in maintaining any such insurance shall be recoverable by the
Servicer pursuant to Section 3.3. In the event that the Servicer shall
obtain and maintain a blanket policy issued by an insurer that
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qualifies under the guidelines set forth for the Servicer by FNMA or FHLMC,
insuring against hazard losses on all of the Mortgage Loans, then, to the
extent such policy provides coverage in an amount equal to the unpaid
principal balance on the Mortgage Loans without co-insurance and otherwise
complies with all other requirements set forth in the first paragraph of this
Section 3.5, it shall conclusively be deemed to have satisfied its obligation
as set forth in such first paragraph, it being understood and agreed that
such policy may contain a deductible clause, in which case the Servicer
shall, in the event that there shall not have been maintained on the related
mortgaged or acquired property an insurance policy complying with the first
paragraph of this Section 3.5 and there shall have been a loss which would
have been covered by such a policy had it been maintained, be required to
deposit from its own funds into the Custodial Account for P&I or apply to the
restoration of the property the amount not otherwise payable under the
blanket policy because of such deductible clause.
The Servicer shall obtain and maintain at its own expense throughout the
term of this Agreement a blanket fidelity bond and an errors and omissions
insurance policy with broad coverage with responsible companies covering the
Servicer's officers and employees and other persons acting on behalf of the
Servicer in connection with its activities under this Agreement. Any such
fidelity bond and errors and omissions insurance shall provide an amount of
coverage and will maintain such coverage at a level which will permit the
Servicer to continue to be a FNMA or a FHLMC-qualified Servicer and shall
protect and insure the Servicer against losses, including forgery, theft,
embezzlement, fraud, errors and omissions and negligent acts of such persons.
No provision of this Section 3.5 requiring such fidelity bond and errors and
omissions insurance shall diminish or relieve the Servicer from its duties and
obligations as set forth in this Agreement.
Section 3.6. ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AND
SUBSTITUTION AGREEMENTS. In any case in which property subject to a Mortgage
is conveyed by the Mortgagor, the Servicer reserves the right to enforce any
due-on-sale clause contained in the related Mortgage Note or Mortgage, to the
extent permitted under applicable law and governmental regulations, but only
to the extent that such enforcement will not adversely affect or jeopardize
coverage under any related insurance policy or result in legal action by the
Mortgagor. Subject to the foregoing, the Servicer is authorized to take or
enter into an assumption or substitution agreement from or with the Person to
whom such property has been or is about to be conveyed. The Servicer is also
authorized to release the original Mortgagor from liability upon the Mortgage
Loan and substitute the new Mortgagor as obligor thereon. In connection with
such assumption or substitution, the Servicer shall apply such underwriting
standards and follow such practices and procedures as shall be normal and
usual and as it applies to mortgage loans owned solely by it or any of its
Affiliates. The Servicer shall notify the Trustee that any such assumption
or substitution agreement has been completed by forwarding to the Trustee the
original copy of such assumption or substitution agreement, which copy shall
be added by the Trustee to the related Mortgage File and shall, for all
purposes, be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting a part thereof. In
connection with any such assumption or substitution agreement, the interest
rate of the related Mortgage Note shall not be changed. Any fee collected by
the Servicer for entering into an assumption or substitution of liability
agreement will be retained by the Servicer as servicing compensation.
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Notwithstanding the foregoing paragraph or any other provision of this
Agreement, the Servicer shall not be deemed to be in default, breach or any
other violation of its obligations hereunder by reason of any conveyance by
the Mortgagor of the Mortgaged Property or any assumption of a Mortgage Loan
by operation of law which the Servicer in good faith determines it may be
restricted by law from preventing, for any reason whatsoever.
Section 3.7. REALIZATION UPON DEFAULTED MORTGAGE LOANS.
Consistent with the servicing standard set forth in Section 3.1
and with a view to the best economic interest of the Trust Fund, the
Servicer shall foreclose upon or otherwise comparably convert (which may
include acquisition of an REO Property) the 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 pursuant to Section 3.2. In connection with such
foreclosure or other conversion, the Servicer shall follow such practices
and procedures as it shall deem necessary or advisable and as shall be
normal and usual in its general mortgage servicing activities. The
foregoing is subject to the proviso that the Servicer shall not be
required to expend its own funds in connection with any foreclosure or to
restore any damaged property unless it shall determine (i) that such
foreclosure and/or restoration will increase the Liquidation Proceeds to
Certificateholders after reimbursement to itself for such expenses and
(ii) that such expenses will be recoverable to it through Liquidation
Proceeds (respecting which it shall have priority for purposes of
withdrawal from the Custodial Account for P&I pursuant to Section 3.3).
Any gain on foreclosure or other conversion of a Liquidated Mortgage Loan
shall be distributed to the Class R Certificateholder. The Servicer
shall be responsible for all other costs and expenses incurred by it in
any such proceedings; PROVIDED, HOWEVER, that it shall be entitled to
reimbursement thereof (as well as any Servicing Fees and other amounts
due it, if any), to the extent, but only to the extent, that withdrawals
from the Custodial Account for P&I with respect thereto are permitted
under Section 3.3. Within 30 days after receipt of Liquidation Proceeds
in respect of a Liquidated Mortgage Loan, the Servicer shall provide to
the Trustee a statement of accounting for the related Liquidated Mortgage
Loan, including without limitation (i) the Mortgage Loan number, (ii) the
date the Mortgage Loan was acquired in foreclosure or deed in lieu, and
the date the Mortgage Loan became a Liquidated Mortgage Loan, (iii) the
gross sales price and the related selling and other expenses,
(iv) accrued interest calculated from the foreclosure date to the
liquidation date, and (v) such other information as the Trustee may
reasonably specify.
Prior to any such foreclosure, the Servicer may, at its option,
repurchase any Mortgage Loan which is 90 days or more delinquent and
which the Servicer determines in good faith would otherwise become
subject to foreclosure proceedings or any Mortgage Loan as to which the
Mortgagor tenders a deed in lieu of foreclosure at a price equal to the
outstanding Principal Balance of the Mortgage Loan plus accrued interest
at the applicable Pass-Through Rate to the next Due Date. Any such
repurchase shall be deemed a Principal
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Prepayment for purposes of this Agreement and all amounts in respect
thereof shall be deposited into the Custodial Account for P&I pursuant
to Section 3.2(b).
(c) The Trust Fund shall not acquire any real property (or
personal property incident to such real property) except in connection
with a default or imminent default of a Mortgage Loan. Based on a report
prepared by an Independent Person who regularly conducts environmental
audits that the Mortgaged Property for which foreclosure proceedings are
contemplated is in compliance with applicable environmental laws, and
there are no circumstances present at such Mortgaged Property relating to
the use, management or disposal of any hazardous materials, wastes, or
petroleum based materials for which investigation, testing, monitoring,
containment, clean-up or remediation could be required under any federal,
state or local law or that it would be in the best economic interest of
the Trust Fund to acquire title to such Mortgaged Property and further to
take such actions as would be necessary and appropriate to effect such
compliance and/or respond to such circumstances, the Servicer will not
conduct such foreclosure proceedings. If the Servicer otherwise becomes
aware, under its customary servicing procedures, of an environmental
hazard with respect to a Mortgage Loan for which foreclosure proceedings
are contemplated, the Servicer will not conduct such foreclosure
proceedings unless it determines in good faith that the liability
associated with the environmental hazard will be less than the
Liquidation Proceeds to be realized from the sale of the related
Mortgaged Property. In the event that the Trust Fund acquires any real
property (or personal property incident to such real property) in
connection with a default or imminent default of a Mortgage Loan, such
REO Property shall be disposed of by the Trust Fund within three years
after its acquisition by the Trust Fund unless the Trustee shall have
received from the Servicer an Opinion of Counsel to the effect that the
holding by the Trust Fund of such REO Property subsequent to three years
after its acquisition will not cause either REMIC I or REMIC II to fail
to qualify as a REMIC under the REMIC Provisions at any time that any
REMIC I Regular Interests or Certificates are outstanding, in which case
such REO Property shall be disposed of as soon as possible by the Trust
Fund but in no event shall be held longer than the maximum period of time
during which the Trust Fund is then permitted to hold such REO Property
and allow REMIC I and REMIC II to remain qualified as REMICs under the
REMIC Provisions. The Servicer shall manage, conserve, protect and
operate each such REO Property for the Certificateholders solely for the
purpose of its prompt disposition and sale in a manner which does not
cause such REO Property to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code. Pursuant to its
efforts to sell such REO Property, the Servicer shall either itself or
through an agent selected by the Servicer protect and conserve such REO
Property in the same manner and to such extent as is customary in the
locality where such property is located and may, incident to its
conservation and protection of the interests of the Certificateholders,
rent the same, or any part thereof, as the Servicer deems to be in the
best interest of the Servicer and the Certificateholders for the period
prior to the sale of such REO Property. All proceeds from the renting of
such REO Property shall, net of any costs or expenses of the Servicer in
connection therewith, be deposited into the Custodial Account for P&I
pursuant to Section 3.3(b)(ix).
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(d) 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 issued to the Trustee, or to its nominee on behalf of
Certificateholders. Notwithstanding any such acquisition of title and
cancellation of the related Mortgage Loan, such Mortgage Loan shall
(except for purposes of Section 9.1) be considered to be a Mortgage Loan
held in the Trust Fund until such time as the related REO Property shall
be sold by the Trust Fund and shall be reduced only by collections net of
expenses. Consistent with the foregoing, for purposes of all
calculations hereunder, so long as such Mortgage Loan shall be considered
to be an outstanding Mortgage Loan, it shall be assumed that,
notwithstanding that the indebtedness evidenced by the related Mortgage
Note shall have been discharged, such Mortgage Note and, for purposes of
determining the Scheduled Principal Balance thereof, the related
amortization schedule in effect at the time of any such acquisition of
title remain in effect.
(e) The Servicer shall not acquire for the benefit of the Trust
Fund any personal property pursuant to this Section 3.7 unless either:
(i) such personal property is incident to real property
(within the meaning of Section 856(e)(1) of the Code) so acquired
by the Servicer for the benefit of the Trust Fund; or
(ii) the Servicer shall have requested and received an
Opinion of Counsel (which opinion shall be an expense of the Trust
Fund) to the effect that the holding of such personal property by
the Trust Fund will not cause the imposition of a tax on the Trust
Fund under the REMIC Provisions or cause either REMIC I or REMIC
II of the Trust Fund to fail to qualify as a REMIC at any time
that any Certificate is outstanding.
Section 3.8. TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES. Upon
the payment in full of any Mortgage Loan, or the receipt by the Servicer of a
notification that the payment in full will be escrowed in a manner customary
for such purposes, the Servicer will immediately notify the Trustee by an
Officer's Certificate (which Officer's Certificate shall include a statement
to the effect that all amounts received in connection with such payment which
are required to be deposited in the Custodial Account for P&I pursuant to
Section 3.2 have been or will be so deposited) and shall by such Officer's
Certificate request delivery to it of the Mortgage File. Upon receipt of
such Officer's Certificate and request, the Trustee shall promptly release or
cause to be released the related Mortgage File to the Servicer. From time to
time and as appropriate for the servicing or foreclosure of any Mortgage
Loan, the Trustee shall, upon written request of the Servicer and delivery to
the Trustee of a trust receipt signed by a Servicing Officer, release or
cause to be released the related Mortgage File to the Servicer and shall
execute such documents furnished to it as shall be necessary to the
prosecution of any such proceedings. Such trust receipt shall obligate the
Servicer to return each and every document previously requested from the
Mortgage File to the Trustee when the need therefor by the Servicer no longer
exists unless the Mortgage Loan shall be liquidated, in which case, upon
receipt of a certificate of a Servicing Officer similar to that hereinabove
specified, the
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trust receipt shall be released by the Trustee to the Servicer by delivery to
a Servicing Officer and the Trustee shall have no further responsibility with
respect to such Mortgage Files.
Section 3.9. SERVICING COMPENSATION. The Servicer shall be entitled
to retain or, if not retained, to withdraw from the Certificate Account as
servicing compensation its Servicing Fee out of each payment on account of
interest on each Mortgage Loan, subject to adjustment as provided in Section
4.6. The Servicer shall also be entitled to payment of unpaid Servicing Fees
with respect to a delinquent Mortgage Loan out of Liquidation Proceeds with
respect to such Mortgage Loan, to the extent permitted by Section 3.3(b).
Servicing compensation in the form of assumption fees, late payment charges
or otherwise shall be retained by the Servicer and need not be deposited in
the Custodial Account for P&I. The Servicer shall also be entitled to
additional servicing compensation out of Liquidation Proceeds to the extent
provided in Section 3.3(b). The Servicer shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder
(including maintenance of the blanket hazard insurance policy and the blanket
fidelity bond and errors and omissions policy required by Section 3.5) and
shall not be entitled to reimbursement therefor except as specifically
provided in Sections 3.1, 3.3, 3.5 and 3.7.
On each Distribution Date, the Servicer shall pay to the Certificate
Administrator and the Trustee the Certificate Administration and Trustee Fee out
of the Servicing Fee retained by the Servicer on such Distribution Date. Such
amounts shall be compensation for the activities of the Certificate
Administrator and the Trustee hereunder. The Certificate Administrator and the
Trustee shall be required to pay all expenses incurred by it in connection with
its activities hereunder and shall not be entitled to reimbursement therefor,
except as specifically provided herein.
Section 3.10. REPORTS TO THE TRUSTEE; CUSTODIAL ACCOUNT FOR P&I
STATEMENTS. On or before each Determination Date, the Servicer shall deliver
or cause to be delivered to the Trustee or its designee a statement in
electronic or written form as may be agreed upon by the Servicer and the
Trustee containing the information described in Section 4.2 and such other
information as may be necessary for the Trustee to compute the amounts to be
distributed to the Certificateholders by the Trustee (the "Servicer's Section
3.10 Report"). Not later than 25 days after each Distribution Date, the
Servicer shall forward or cause to be forwarded to the Trustee a statement,
certified by a Servicing Officer, setting forth the status of the Custodial
Account for P&I as of the close of business on the related Distribution Date,
stating that all distributions from the Custodial Account for P&I required to
be made by this Agreement have been made for the period covered by such
statement (or if any required distribution has not been made, specifying the
nature and status thereof) and showing, for the period covered by such
statement, the aggregate of deposits into and withdrawals from the Custodial
Account for P&I for each category of deposit specified in Section 3.2 and
each category of withdrawal specified in Section 3.3. Such statement shall
also include information as to the aggregate Principal Balance of all of the
Mortgage Loans as of the last day of the calendar month immediately preceding
such Distribution Date. Copies of such statement shall be provided to any
Certificateholder upon request by the Servicer, or by the Trustee so long as
the Trustee has received the report as stipulated above at the Servicer's
expense if the Servicer shall fail to provide such copies.
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Section 3.11. ANNUAL STATEMENT AS TO COMPLIANCE. The Servicer will
deliver to the Trustee, on or before July 30 of each year, beginning July 30,
1999, an Officer's Certificate stating as to each signer thereof, that (i) a
review of the activities of the Servicer during the preceding calendar year
and of performance under this Agreement has been made under such officer's
supervision, and (ii) to the best of such officer's knowledge, based on such
review, the Servicer has fulfilled all of its obligations under this
Agreement throughout such year, or if there has been a default in the
fulfillment of any such obligation, specifying each such default known to
such officer and the nature and status thereof. Copies of such statement
shall be provided to the Rating Agency and to any Certificateholder upon
request by the Servicer, or by the Trustee at the Servicer's expense if the
Servicer shall fail to provide such copies and the Trustee is aware that the
Servicer has not so provided copies and so long as the Trustee shall have
received the report as stipulated above.
Section 3.12. ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING
REPORT. On or before July 30 of each year, beginning July 30, 1999, the
Servicer, at its expense, shall cause a firm of independent public
accountants who are members of the American Institute of Certified Public
Accountants to furnish a statement to the Trustee and the Rating Agency to
the effect that such firm has examined certain documents and records relating
to the servicing of the Mortgage Loans and that, either (a) on the basis of
such examination conducted substantially in compliance with the audit program
for mortgages serviced for FHLMC, such firm is of the opinion that such
servicing has been conducted in compliance with the manner of servicing set
forth in agreements substantially similar to this Agreement except for (i)
such exceptions as such firm shall believe to be immaterial and (ii) such
other exceptions as shall be set forth in such statement or, (b) that their
examination conducted substantially in compliance with the uniform single
audit program for mortgage bankers disclosed no exceptions or errors in
records relating to mortgage loans serviced for others that in their opinion
are material and that Paragraph 4 of that program requires them to report.
Copies of such statement shall be provided to Certificateholders upon request
by the Servicer, or by the Trustee at the Servicer's expense if the Servicer
shall fail to provide such copies and the Trustee is aware that the Servicer
has not so provided copies and so long as the Trustee shall have received the
report as stipulated above.
Section 3.13. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION
REGARDING THE MORTGAGE LOANS. The Servicer shall provide access to the
Trustee or to its designees at its request, and to Certificateholders which
are savings and loan associations, banks or insurance companies, the OTS, the
FDIC and the Supervisory Agents and examiners of the OTS and the FDIC or
examiners of any other federal or state banking or insurance regulatory
authority to the documentation regarding the Mortgage Loans if so required by
applicable regulations of the OTS or other regulatory authority, such access
to be afforded without charge but only upon reasonable request and during
normal business hours at the offices of the Servicer designated by it. The
Trustee or its designee may without charge copy any document or electronic
record maintained by the Servicer hereunder.
Section 3.14. [Reserved].
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Section 3.15. SALE OF DEFAULTED MORTGAGE LOANS AND REO PROPERTIES.
(a) With respect to any Defaulted Mortgage Loan or REO Property
which the Servicer has determined to sell in accordance with the
standards set forth in Section 3.7, the Servicer shall deliver to the
Trustee an Officer's Certificate to the effect that no satisfactory
arrangements can be made for collection of delinquent payments thereon
pursuant to Section 3.2, and, consistent with the servicing standard set
forth in Section 3.1 and with a view to the best economic interest of
the Trust Fund, the Servicer has determined to sell such Mortgage Loan
or REO Property in accordance with this Section 3.15. The Servicer may
then offer to sell to any Person any Defaulted Mortgage Loan or any REO
Property or, subject to the following sentence, purchase any such
Defaulted Mortgage Loan or REO Property (in each case at the Repurchase
Price therefor), but shall, in any event, so offer to sell any REO
Property no later than the time determined by the Servicer to be
sufficient to result in the sale of such REO Property within the period
specified in Section 3.7(c). The Servicer shall accept the highest bid
received from any Person for any Defaulted Mortgage Loan or any REO
Property in an amount at least equal to the Purchase Price therefor or,
at its option, if it has received no bid at least equal to the
Purchase Price therefor, purchase the Defaulted Mortgage Loan or REO
Property at the Purchase Price.
In the absence of any such bid or purchase by the Servicer, the
Servicer shall accept the highest bid received from any Person that is
determined by the Servicer to be a fair price for such Defaulted Mortgage
Loan or REO Property, if the highest bidder is a Person other than an
Interested Person, or is determined to be such a price by the Trustee, if
the highest bidder is an Interested Person. Notwithstanding anything to
the contrary herein, neither the Trustee, in its individual capacity, nor
any of its Affiliates may bid for or purchase any Defaulted Mortgage Loan
or any REO Property pursuant hereto.
The Servicer shall not be obligated by either of the foregoing
paragraphs or otherwise to accept the highest bid if the Servicer
determines, in accordance with the servicing standard stated in Section
3.1, that rejection of such bid would be in the best interests of the
Certificateholders. In addition, the Servicer may accept a lower bid if
it determines, in accordance with the servicing standard stated in
Section 3.1, that acceptance of such bid would be in the best interests
of the Certificateholders (for example, if the prospective buyer making
the lower bid is more likely to perform its obligations, or the terms
offered by the prospective buyer making the lower bid are more
favorable). In the event that the Servicer determines with respect to
any REO Property that the bids being made with respect thereto are not in
the best interests of the Certificateholders and that the end of the
period referred to in Section 3.7(c) with respect to such REO Property is
approaching, the Servicer shall seek an extension of such period in the
manner described in Section 3.7(c).
(b) In determining whether any bid received from an Interested
Person represents a fair price for any Defaulted Mortgage Loan or any REO
Property, the Trustee may conclusively rely on the opinion of an
Independent appraiser or other expert in real estate matters retained by
the Trustee the expense of which shall be an expense of the Trust Fund.
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In determining whether any bid constitutes a fair price for any Defaulted
Mortgage Loan or any REO Property, the Servicer or the Trustee (or, if
applicable, such appraiser) shall take into account, and any appraiser or
other expert in real estate matters shall be instructed to take into
account, as applicable, among other factors, the period and amount of any
delinquency on the affected Defaulted Mortgage Loan, the physical
condition of the related Mortgaged Property or such REO Property, the
state of the local economy and the Trust Fund's obligation to dispose of
any REO Property within the time period specified in Section 3.7(c).
(c) The Servicer shall act on behalf of the Trust Fund in
negotiating and taking any other action necessary or appropriate in
connection with the sale of any Defaulted Mortgage Loan or REO Property,
including the collection of all amounts payable in connection therewith.
Any sale of a Defaulted Mortgage Loan or any REO Property shall be
without recourse to, or representation or warranty by, the Trustee, the
Depositor, the Servicer or the Trust Fund (except that any contract of
sale and assignment and conveyance documents may contain customary
warranties of title, so long as the only recourse for breach thereof is
to the Trust Fund), and, if consummated in accordance with the terms of
this Agreement, neither the Servicer, the Depositor nor the Trustee shall
have any liability to the Trust Fund or any Certificateholder with
respect to the purchase price therefor accepted by the Servicer or the
Trustee.
(d) The proceeds of any sale after deduction of the expenses of
such sale incurred in connection therewith shall be promptly deposited
in the Custodial Account for P&I in accordance with Section 3.2(b).
Section 3.16. DELEGATION OF DUTIES. In the ordinary course of
business, the Servicer or the Trustee may at any time delegate any duties
hereunder to any Person who agrees to conduct such duties in accordance with
the applicable terms of this Agreement. In case of such delegation, the
Servicer or the Trustee shall supervise, administer, monitor and oversee the
activities of such Person hereunder to insure that such Person performs such
duties in accordance herewith and shall be responsible for the acts and
omissions of such Person to the same extent as it is responsible for its own
actions or omissions hereunder. Any such delegations shall not relieve the
Servicer or the Trustee of its liability and responsibility with respect to
such duties, and shall not constitute a resignation within the meaning of
Section 6.4 hereof and shall be revocable by any successor Servicer or the
Trustee.
Section 3.17. [RESERVED].
Section 3.18. [RESERVED].
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Section 3.19. APPOINTMENT OF A SPECIAL SERVICER. The Servicer may
enter into a special servicing agreement with an unaffiliated holder of a
100% Percentage Interest of a Subordinate Certificate or a holder of a class
of securities representing interests in such Subordinate Certificate and/or
other subordinate mortgage pass-through certificates, such agreement to be
(i) substantially in the form of Exhibit R hereto or (ii) subject to each
Rating Agency's acknowledgment that the ratings of the Certificates in effect
immediately prior to the entering into of such agreement would not be
qualified, downgraded or withdrawn and the Certificates would not be placed
on credit review status (except for possible upgrading) as a result of such
agreement. Any such agreement may contain provisions whereby such holder may
instruct the Servicer to commence or delay foreclosure proceedings with
respect to delinquent Mortgage Loans and will contain provisions for the
deposit of cash by the holder that would be available for distribution to
Certificateholders if Liquidation Proceeds are less than they otherwise may
have been had the Servicer acted in accordance with its normal procedures.
Section 3.20. ALLOCATION OF REALIZED LOSSES. Prior to each
Distribution Date, the Servicer shall determine the amount of Realized
Losses, if any, with respect to each Mortgage Loan. The amount of Realized
Losses shall be evidenced by an Officer's Certificate signed by a Responsible
Officer of the Servicer. All Realized Losses, except for Special Hazard
Losses, Fraud Losses and Bankruptcy Losses in excess of the designated
amounts of the applicable Special Hazard Coverage, Fraud Coverage and
Bankruptcy Coverage (each, as defined herein), will be allocated as follows:
(i) for losses allocable to principal (a) first, to the Class B-5
Certificates, until the Class Principal Balance thereof has been reduced to
zero, (b) second, to the Class B-4 Certificates, until the Class Principal
Balance thereof has been reduced to zero, (c) third, to the Class B-3
Certificates, until the Class Principal Balance thereof has been reduced to
zero, (d) fourth, to the Class B-2 Certificates, until the Class Principal
Balance thereof has been reduced to zero, (e) fifth, to the Class B-1
Certificates, until the Class Principal Balance thereof has been reduced to
zero, (f) sixth, to the Class M Certificates, until the Class Principal
Balance thereof has been reduced to zero, and (g) seventh, to the Senior
Certificates related to such Mortgage Loan (other than the Class IA-X, Class
IIA-X Certificates, Class IIA-P Certificates, and Components IA-1-1, IA-1-4
and IA-1-5 of the Class IA-1 Certificates), pro rata, according to their
Class or Component Principal Balances in reduction of their respective Class
or Component Principal Balances, as applicable; PROVIDED, HOWEVER, that if
the loss is recognized with respect to a Group I Discount Mortgage Loan, the
applicable Group I Discount Fraction of such loss will first be allocated to
Component IA-1-6 of the Class IA-1 Certificates and the remainder of such
loss will be allocated as described above in this clause (i) and if the loss
is recognized with respect to a Group II Discount Mortgage Loan, the Class
IIA-P Discount Fraction of such loss will first be allocated to the Class
IIA-P Certificates and the remainder of such loss will be allocated as
described above in this clause (i); and (ii) for losses allocable to interest
(a) first, to the Class B-5 Certificates, in reduction of accrued but unpaid
interest thereon and then in reduction of the Class Principal Balance of such
Certificates, (b) second, to the Class B-4 Certificates, in reduction of
accrued but unpaid interest thereon and then in reduction of the Class
Principal Balance of such Certificates, (c) third, to the Class B-3
Certificates, in reduction of accrued but unpaid interest thereon and then in
reduction of the Class Principal Balance of such Certificates, (d) fourth, to
the Class B-2 Certificates, in reduction of accrued but unpaid interest
thereon and then in reduction of the Class Principal Balance of such
Certificates, (e) fifth, to the
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Class B-1 Certificates, in reduction of accrued but unpaid interest thereon
and then in reduction of the Class Principal Balance of such Certificates,
(f) sixth, to the Class M Certificates, in reduction of accrued but unpaid
interest thereon and then in reduction of the Class Principal Balance of such
Certificates, and (g) seventh, to the applicable Senior Certificates related
to such Mortgage Loan (other than the Class IIA-P Certificates and Component
IA-1-6 of the Class IA-1 Certificates), pro rata according to accrued but
unpaid interest thereon and then pro rata according to their Class Principal
Balances (or Component Principal Balances, in the case of Components IA-1-2,
IA-1-3 and IA-1-4 of the Class IA-1 Certificates) in reduction of their
respective Class or Component Principal Balances, as applicable.
Special Hazard Losses in excess of the Special Hazard Coverage, Fraud
Losses in excess of the Fraud Coverage and Bankruptcy Losses in excess of the
Bankruptcy Coverage shall be allocated among the related Senior Certificates and
the Subordinate Certificates by Pro Rata Allocation.
On each Distribution Date, after giving effect to the principal
distributions and allocations of losses as provided in this Agreement (without
regard to this paragraph), if the Aggregate Certificate Principal Balance of all
outstanding Classes of Certificates exceeds the aggregate principal balance of
the Mortgage Loans in both Loan Groups, after deduction of (i) all principal
payments due on or before the Cut-Off Date in respect of each such Mortgage Loan
whether or not paid and (ii) all amounts of principal in respect of each such
Mortgage Loan that have been received or advanced and included in the related
Available Distribution Amount, and all losses in respect of such Mortgage Loans
that have been allocated to the Certificates, on such Distribution Date or prior
Distribution Dates, then such excess will be deemed a principal loss and will be
allocated to the most junior Class of Subordinate Certificates then outstanding,
in reduction of the Certificate Principal Balance thereof.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS; ADVANCES;
STATEMENTS AND REPORTS
Section 4.1. DISTRIBUTIONS TO CERTIFICATEHOLDERS. (a) The Trustee
shall establish and maintain a separate account as set forth in Article I
(the "Certificate Account"), the purpose of which is to accept deposits from
the Servicer and to make distributions to the Certificateholders of the
amounts set forth in this Section 4.1.
(b) On each Distribution Date, the Trustee or the Paying Agent,
if any, shall (i) withdraw from the Certificate Account the Available
Distribution Amount for each Loan Group for such Distribution Date and
shall distribute to each Certificateholder, from the amount so withdrawn
and to the extent of the Available Distribution Amount for each Loan
Group, such Certificateholder's share (based on the aggregate Percentage
Interests represented by the Certificates of the applicable Class held by
such Certificateholder) of the amounts and in the order of priority as
set forth in the definition of "Certificate Distribution Amount", and
(ii) distribute Excess Liquidation Proceeds to the Class R
Certificateholders
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by wire transfer in immediately available funds for the account
of each Certificateholder, or by any other means of payment
acceptable to each Certificateholder of record on the immediately
preceding Record Date (other than as provided in Section 9.1 respecting
the final distribution), as specified by each such Certificateholder and
at the address of such Holder appearing in the Certificate Register;
PROVIDED THAT if the Trustee has appointed a Certificate Administrator,
such distributions in (i) and (ii) above shall be made in accordance with
written statements received from the Certificate Administrator pursuant
to Section 4.3.
(c) All reductions in the Certificate Principal Balance of a
Certificate effected by distributions of principal or allocations of
Realized Losses with respect to Mortgage Loans made on any Distribution
Date shall be binding upon all Holders of such Certificate and of any
Certificate issued upon the registration of transfer or exchange therefor
or in lieu thereof, whether or not such distribution is noted on such
Certificate. The final distribution of principal of each Certificate
(and the final distribution with respect to the Class R Certificate upon
termination of the Trust Fund) shall be payable in the manner provided
above only upon presentation and surrender thereof on or after the
Distribution Date therefor at the office or agency of the Trustee or
Certificate Administrator, if any, specified in the notice delivered
pursuant to Section 4.1(d) or Section 9.1.
(d) Whenever, on the basis of Curtailments, Payoffs and Monthly
Payments on the Mortgage Loans and Insurance Proceeds and Liquidation
Proceeds received and expected to be received during the applicable
Prepayment Period, the Trustee believes, or the Certificate
Administrator, if any, has notified the Trustee that it believes, that
the entire remaining unpaid Class Principal Balance of any Class of
Certificates will become distributable on the next Distribution Date, the
Trustee or the Certificate Administrator, if any, shall, no later than
the Determination Date of the month of such Distribution Date, mail or
cause to be mailed to each Person in whose name a Certificate to be so
retired is registered at the close of business on the Record Date, to the
Underwriters and to each Rating Agency a notice to the effect that:
(i) it is expected that funds sufficient to make such
final distribution will be available in the Certificate Account on
such Distribution Date, and
(ii) if such funds are available, (A) such final
distribution will be payable on such Distribution Date, but only
upon presentation and surrender of such Certificate at the office
or agency of the Certificate Registrar maintained for such purpose
(the address of which shall be set forth in such notice), and (B)
no interest shall accrue on such Certificate after such
Distribution Date.
Section 4.2. STATEMENTS TO CERTIFICATEHOLDERS. (a) Not later than
three (3) days prior to each Distribution Date, the Servicer shall forward to
the Trustee or the Certificate Administrator, if any, the Servicer's Section
3.10 Report setting forth certain information with respect to the Mortgage
Loans. With each distribution from the Certificate Account on a Distribution
Date, the Trustee or the Certificate Administrator, if any, shall, based on
the information set forth in the
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Servicer's Section 3.10 Report, prepare and forward to each
Certificateholder, a statement (each a "Certificateholders' Report") setting
forth, to the extent applicable, the amount of the distribution payable to
the applicable Class that represents principal and the amount that represents
interest, and the applicable Class Principal Balance after giving effect to
such distribution.
In addition, not later than each Distribution Date, the Certificate
Administrator or Trustee, as applicable, shall forward to such
Certificateholder, the Trustee (if the Trustee has appointed a Certificate
Administrator) and the Depositor an additional report which sets forth with
respect to the Mortgage Loans:
(i) The number and aggregate Principal Balance of the
Mortgage Loans delinquent one, two and three months or more;
(ii) The (A) number and aggregate Principal Balance of
Mortgage Loans with respect to which foreclosure proceedings have
been initiated, and (B) the number and aggregate book value of
Mortgaged Properties acquired through foreclosure, deed in lieu of
foreclosure or other exercise of rights respecting the Trustee's
security interest in the Mortgage Loans;
(iii) The amount of Special Hazard Coverage available to
the Senior Certificates remaining as of the close of business on
the applicable Determination Date;
(iv) The amount of Bankruptcy Coverage available to the
Certificateholders remaining as of the close of business on the
applicable Determination Date;
(v) The amount of Fraud Coverage available to the
Certificateholders remaining as of the close of business on the
applicable Determination Date;
(vi) The amount of Realized Losses incurred in respect of
each Loan Group allocable to the related Certificates on the
related Distribution Date and the cumulative amount of Realized
Losses incurred in respect of each Loan Group allocated to such
Certificates since the Cut-Off Date;
(vii) The amount of interest accrued but not paid on the
each Class of Certificates entitled to interest since (a) the
prior Distribution Date and (b) the Cut-Off Date;
(viii) The amount of funds advanced by the Servicer on the
related Withdrawal Date; and
(ix) The total amount of Payoffs and Curtailments
received during the related Prepayment Period.
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Upon request by any Certificateholder, the Trustee or the Certificate
Administrator (if so appointed by the Trustee), as soon as reasonably
practicable, shall provide the requesting Certificateholder with such
information as is necessary and appropriate, in Trustee's or the Certificate
Administrator's sole discretion, for purposes of satisfying applicable reporting
requirements under Rule 144A of the Securities Act.
(b) Upon request to the Trustee or Certificate Administrator (if so
appointed by the Trustee) by any Certificateholder who is a Holder thereof at
the time of making such request (an "Eligible Certificateholder"), the Trustee
or the Certificate Administrator, if applicable, shall provide in electronic
format loan by loan data with respect to the payment experience of the Mortgage
Loans containing at least the fields of information listed on Exhibit E hereto
(based on information provided by the Servicer). In addition, upon the written
request of any Eligible Certificateholder, the Trustee or the Certificate
Administrator shall provide similar loan by loan data with respect to any prior
monthly remittance report to the Certificateholders pursuant to this Agreement
(as and when such information becomes available). The expense of providing any
tape or disk pursuant to this subsection shall be an expense of the Eligible
Certificateholder. The Trustee or the Certificate Administrator shall include
in each monthly remittance report delivered pursuant to Section 4.2(a) a
statement that the monthly loan by loan information described in this subsection
is available upon request and at the expense of any Eligible Certificateholder
directed to the Trustee or the Certificate Administrator.
Section 4.3. ADVANCES BY THE SERVICER; DISTRIBUTION REPORTS TO THE
TRUSTEE. To the extent described below, the Servicer is obligated to advance
its own funds to the Certificate Account to cover any shortfall between (i)
payments scheduled to be received in respect of Mortgage Loans serviced by
such Servicer, and (ii) the amounts actually deposited in the Certificate
Account on account of such payments. The Servicer's obligation to make any
Advance or Advances described in this Section 4.3 is effective only to the
extent that such Advance is, in the good faith judgment of the Servicer,
reimbursable from Insurance Proceeds or Liquidation Proceeds of the related
Mortgage Loans or recoverable as late Monthly Payments with respect to the
related Mortgage Loans or otherwise.
Prior to the close of business on each Determination Date, the Servicer
shall determine whether or not it will make an Advance on the next Withdrawal
Date and shall furnish a statement to the Certificate Administrator, if any, the
Trustee, the Paying Agent, if any, and to any Certificateholder requesting the
same, setting forth the aggregate amount to be distributed on the next
succeeding Distribution Date on account of principal and interest in respect of
the Mortgage Loans, stated separately. In the event that full scheduled amounts
of principal and interest in respect of the related Mortgage Loans shall not
have been received by or on behalf of the Servicer prior to the Withdrawal Date
preceding such Distribution Date and the Servicer shall have determined that an
Advance shall be made in accordance with this Section 4.3, the Servicer shall so
specify and shall specify the aggregate amount of such Advance.
In the event that the Servicer shall be required to make an Advance, it
shall on the Withdrawal Date either (i) deposit in the Certificate Account an
amount equal to such Advance, (ii)
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direct the Trustee or the Certificate Administrator (if so appointed by the
Trustee) to make an appropriate entry in the records of the Certificate
Account that funds in such account being held for future distribution or
withdrawal have been, as permitted by this Section 4.3, used by such Servicer
to make such Advance, or (iii) make advances in the form of any combination
of (i) and (ii) aggregating the amount of such Advance. Any funds being held
for future distribution to Certificateholders and so used shall be replaced
by the related Servicer by deposit in the Certificate Account on any future
Withdrawal Date to the extent that funds in the Certificate Account on the
related Distribution Date with respect to the related Mortgage Loans shall be
less than payments to Certificateholders required to be made on such date
with respect to such Mortgage Loans. The Servicer is entitled to receive
from the Custodial Accounts for P&I established by the Servicer under its
supervision amounts received by the Servicer on particular Mortgage Loans as
late payments of principal and interest or as Liquidation or Insurance
Proceeds and respecting which the Servicer has made an unreimbursed Advance
of principal and interest. The Servicer is also entitled to receive other
amounts from the related Custodial Accounts for P&I established by the
Servicer under its supervision to reimburse the Servicer for prior
Nonrecoverable Advances.
In accordance with Section 3.3, Advances are reimbursable to the Servicer
from cash in the Custodial Account for P&I to the extent that the Servicer shall
determine that any such advances previously made are Nonrecoverable Advances
pursuant to Section 4.4.
In the event that the Trustee has appointed a Certificate Administrator,
prior to 5:00 P.M. New York City time on the Withdrawal Date, the Certificate
Administrator shall provide the Trustee with a statement regarding the amount of
principal and interest, the Residual Distribution Amount and the Excess
Liquidation Proceeds to be distributed to each Class of Certificates on such
Distribution Date (such amounts to be determined in accordance with the
definition of "Certificate Distribution Amount", Section 4.1 hereof and other
related definitions set forth in Article I hereof).
Section 4.4. NONRECOVERABLE ADVANCES. Any Advance previously made by
the Servicer with respect to a Mortgage Loan that the Servicer shall
determine in its good faith judgment not to be ultimately recoverable from
Insurance Proceeds or Liquidation Proceeds or otherwise with respect to such
Mortgage Loan or recoverable as late Monthly Payments with respect to such
Mortgage Loan shall be a Nonrecoverable Advance. The determination by the
Servicer that it has made a Nonrecoverable Advance or that any advance would
constitute a Nonrecoverable Advance, shall be evidenced by an Officer's
Certificate of the Servicer delivered to the Trustee on the Determination
Date and detailing the reasons for such determination. Notwithstanding any
other provision of this Agreement, any insurance policy relating to the
Mortgage Loans, or any other agreement relating to the Mortgage Loans to
which the Depositor or the Servicer is a party, (a) the Depositor and the
Servicer shall not be obligated to, and shall not, make any advance that,
after reasonable inquiry and in its sole discretion, the Depositor or the
Servicer shall determine would be a Nonrecoverable Advance, and (b) the
Depositor and the Servicer shall be entitled to reimbursement for any Advance
as provided in Section 3.5 of this Agreement.
Section 4.5. FORECLOSURE REPORTS. Each year beginning in 1999 the
Servicer shall make any reports of foreclosures and abandonments of any
Mortgaged Property required by Section 6050J
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of the Code. In order to facilitate this reporting process, the Servicer, on
or before February 28th of each year, commencing with 1999, shall provide to
the Internal Revenue Service, the Trustee and the Certificate Administrator,
if any, reports relating to each instance occurring during the previous
calendar year in which the Servicer (i) on behalf of the Trustee acquires an
interest in a Mortgaged Property through foreclosure or other comparable
conversion in full or partial satisfaction of a Mortgage Loan, or (ii) knows
or has reason to know that a Mortgaged Property has been abandoned. The
reports from the Servicer shall be in form and substance sufficient to meet
the reporting requirements imposed by such Section 6050J.
Section 4.6. ADJUSTMENT OF SERVICING FEES WITH RESPECT TO PAYOFFS.
The aggregate amount of the Servicing Fee subject to retention from deposit
into or withdrawal from the Certificate Account by the Servicer, in any month
of distribution shall be decreased by any Compensating Interest due and owing
with respect to any Mortgage Loan with respect to which a Payoff has occurred
in the related Prepayment Period. The Servicer shall include the amount of
any such Compensating Interest with the deposits into the Certificate Account
on the related Withdrawal Date. Notwithstanding the foregoing, the amount by
which the Servicing Fee may be reduced with respect to the related Prepayment
Period pursuant to this Section 4.6 shall not exceed an amount greater than
the amount described in clause (i) of the definition of Compensating Interest
for all Mortgage Loans as to which Payoffs have occurred and the rights of
the Certificateholders to such portion of the Servicing Fee shall not be
cumulative.
Section 4.7. PROHIBITED TRANSACTIONS TAXES AND OTHER TAXES.
(a) In the event that any tax (including a tax on "prohibited
transactions" as defined in Section 860F(a)(2) of the Code and including
any and all interest, penalties, fines and additions to tax, as well as
any and all reasonable counsel fees and out-of-pocket expenses incurred
in contesting the imposition of such tax) is imposed on the Trust Fund
and is not otherwise paid pursuant to Section 4.7(b) hereof, the Servicer
shall pay such taxes when and as the same shall be due and payable (but
such obligation shall not prevent the Servicer, the Trustee, the
Certificate Administrator, if any, or any other appropriate Person from
contesting any such tax in appropriate proceedings and shall not prevent
the Servicer from withholding payment of such tax, if permitted by law,
pending the outcome of such proceedings); provided, that the Servicer
shall be entitled to be indemnified for any such taxes (excluding taxes
referred to in Section 4.7(b)) to the extent set forth in Section 6.3
hereof so long as the Servicer's failure to exercise reasonable care with
respect to the performance of its duties hereunder was not the primary
cause of the imposition of such taxes. If the Servicer is indemnified
for such taxes pursuant to this Section 4.7(a), such amount shall be
first charged against amounts otherwise distributable to the Holders of
Component R-1 of the Class R Certificate (or, if the tax relates to REMIC
II, Component R-2 of the Class R Certificate) on a pro rata basis, then
against amounts otherwise distributable with respect to the REMIC I
Regular Interests (or, if the tax relates to REMIC II, to the Holders of
the REMIC II Certificates) on a pro rata basis. The Trustee is hereby
authorized to retain from amounts otherwise distributable to the
Certificateholders sufficient funds to
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reimburse the Servicer for the payment of such tax for which the
Servicer is entitled to indemnification.
(b) The Servicer shall pay on written demand, and shall indemnify
and hold harmless the Trust Fund from and against, any and all taxes
imposed on the Trust Fund (including, for this purpose, any and all
interest, penalties, fines and additions to tax, as well as any and all
reasonable counsel fees and out-of-pocket expenses incurred in contesting
the imposition of such tax).
Section 4.8. TAX ADMINISTRATION.
(a) The Trustee is hereby appointed as attorney-in-fact and agent
for the initial Tax Matters Person; PROVIDED, that the Trustee may
appoint, and hereby does so appoint, the Certificate Administrator as
attorney-in-fact and agent for the Tax Matters Person. The Trustee may,
by written notice delivered to the Certificate Administrator, revoke the
appointment of the Certificate Administrator as attorney-in-fact and
agent for the Tax Matters Person, in which case the Trustee shall act in
such capacity.
(b) In order to enable the Trustee or the Certificate
Administrator, as applicable, to perform its duties as set forth in this
Section 4.8 and Section 3.1(b), the Servicer agrees to provide any tax
forms, instruments or other documents related thereto, as the Trustee or
the Certificate Administrator, as applicable, may reasonably request,
including, without limitation, any tax forms, instruments or other
documents prepared by the Servicer pursuant to this Section 4.8 In
order to enable the Trustee or the Certificate Administrator, as
applicable, to perform its duties as set forth in this Section 4.8
and Section 3.1(b), the Servicer shall use its best efforts to cause
to be delivered to the Trustee or the Certificate Administrator, as
applicable, within ten (10) days after the Closing Date all information
or data that the Trustee or the Certificate Administrator, as
applicable, determines to be relevant for tax purposes to the
valuations and offering prices of the Components and Certificates,
including, without limitation, the price, yield, prepayment assumption
and projected cash flows. Thereafter, the Servicer shall use its best
efforts to provide to the Trustee or the Certificate Administrator, as
applicable, promptly upon request therefor, any such additional
information or data that the Trustee or the Certificate Administrator, as
applicable, may, from time to time, request in order to enable the
Trustee or the Certificate Administrator, as applicable, to perform its
duties as set forth in this Section 4.8 and Section 3.1(b).
Section 4.9. EQUAL STATUS OF SERVICING FEE. The right of the
Servicer to receive its Servicing Fee will be equal and not subordinate to
the right of the Certificateholders to receive principal and interest
payments based on their interests as provided herein. The Servicer's
Servicing Fee may be collected from Monthly Payments as received pursuant to
Section 3.2 without deposit into the Certificate Account, whereas the
Certificateholders' distributions shall be made on a delayed basis as set
forth in the terms of the Certificates.
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Section 4.10. APPOINTMENT OF PAYING AGENT AND CERTIFICATE
ADMINISTRATOR. The Trustee may appoint an Eligible Institution to act as a
paying agent (the "Paying Agent") or a certificate administrator (the
"Certificate Administrator"), as the case may be, in order to delegate to
such Eligible Institution any of its duties under this Agreement to
administer the issuance, transfer and exchange of the Certificates,
administer payments to Certificateholders or prepare information related to
the Certificates; PROVIDED, that the Trustee shall remain primarily
responsible for any duties so delegated; PROVIDED, FURTHER, that the Trustee
shall receive no additional compensation in connection with such appointment
and delegation.
Initially, LaSalle National Bank will be the Certificate Administrator
and Paying Agent. If LaSalle National Bank ceases to serve as Certificate
Administrator or Paying Agent, the Trustee shall send written notice to all
Certificateholders (i) indicating that LaSalle National Bank is no longer in
such capacity and (ii) setting forth its replacement, if any, appointed pursuant
to this Section 4.10.
ARTICLE V
THE CERTIFICATES
Section 5.1. THE CERTIFICATES.
(a) The Certificates shall be substantially in the forms set
forth in Exhibits A and B attached hereto, and shall be executed by the
Trustee, authenticated by the Trustee (or any duly appointed
Authenticating Agent) and delivered to or upon the order of the Depositor
upon receipt by the Trustee of the documents specified in Section 2.1.
The Certificates shall be issuable in Authorized Denominations evidencing
Percentage Interests. Certificates shall be executed by manual or
facsimile signature on behalf of the Trustee by authorized officers of
the Trustee. Certificates bearing the manual or facsimile signatures of
individuals who were at the time of execution the proper officers of the
Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication
and delivery of such Certificates or did not hold such offices at the
date of such Certificates. 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 the Trustee or any
Authenticating Agent by manual signature, and such certificate 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.
(b) The following definitions apply for purposes of this
Section 5.1: "Disqualified Organization" means any Person which is not
a Permitted Transferee, but does not include any "Pass-Through Entity"
which owns or holds a Residual Certificate and of which a Disqualified
Organization, directly or indirectly, may be a stockholder, partner or
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beneficiary; "Pass-Through Entity" means any regulated investment
company, real estate investment trust, common trust fund, partnership,
trust or estate, and any organization to which Section 1381 of the Code
applies; "Ownership Interest" means, with respect to any Residual
Certificate, any ownership or security interest in such Residual
Certificate, including any interest in a Residual Certificate as the
Holder thereof and any other interest therein whether direct or
indirect, legal or beneficial, as owner or as pledgee; "Transfer"
means any direct or indirect transfer or sale of, or directly or
indirectly transferring or selling any Ownership Interest in
a Residual Certificate; and "Transferee" means any Person who is
acquiring by Transfer any Ownership Interest in a Residual Certificate.
(c) Restrictions on Transfers of the Residual Certificate to
Disqualified Organizations are set forth in this Section 5.1(c).
(i) Each Person who has or who acquires any Ownership
Interest in a Residual Certificate shall be deemed by the
acceptance or acquisition of such Ownership Interest to have
agreed to be bound by the following provisions and to have
irrevocably authorized the Trustee, the Certificate Administrator
or the Paying Agent under clause (iii)(A) below to deliver
payments to a Person other than such Person and to negotiate the
terms of any mandatory sale under clause (iii)(B) below and to
execute all instruments of transfer and to do all other things
necessary in connection with any such sale. The rights of each
Person acquiring any Ownership Interest in a Residual Certificate
are expressly subject to the following provisions:
(A) Each Person holding or acquiring any
Ownership Interest in a Residual Certificate shall be a
Permitted Transferee and shall promptly notify the Trustee
or the Certificate Registrar if not the same Person as the
Trustee of any change or impending change in its status as
a Permitted Transferee.
(B) In connection with any proposed Transfer of
any Ownership Interest in a Residual Certificate to a U.S.
Person, the Trustee or the Certificate Registrar if not the
same Person as the Trustee shall require delivery to it,
and shall not register the Transfer of any Residual
Certificate until its receipt of (1) an affidavit and
agreement (a "Transferee Affidavit and Agreement") attached
hereto as Exhibit J from the proposed Transferee, in form
and substance satisfactory to the Depositor, representing
and warranting, among other things, that it is not a
Non-U.S. Person, that such transferee is a Permitted
Transferee, that it is not acquiring its Ownership Interest
in the Residual Certificate that is the subject of the
proposed Transfer as a nominee, trustee or agent for any
Person who is not a Permitted Transferee, that for so long
as it retains its Ownership Interest in a Residual
Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of this
Section 5.1(c) and agrees to be bound by them, and (2) a
certificate, attached hereto as Exhibit I, from the Holder
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wishing to transfer the Residual Certificate, in form and
substance satisfactory to the Depositor, representing and
warranting, among other things, that no purpose of the
proposed Transfer is to allow such Holder to impede the
assessment or collection of tax.
(C) Notwithstanding the delivery of a Transferee
Affidavit and Agreement by a proposed Transferee under
clause (B) above, if the Trustee or the Certificate
Registrar if not the same Person as the Trustee has actual
knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a
Residual Certificate to such proposed Transferee shall be
effected.
(D) Each Person holding or acquiring any
Ownership Interest in a Residual Certificate agrees by
holding or acquiring such Ownership Interest (i) to require
a Transferee Affidavit and Agreement from any other Person
to whom such Person attempts to transfer its Ownership
Interest and to provide a certificate to the Trustee or the
Certificate Registrar if not the same Person as the Trustee
in the form attached hereto as Exhibit J; (ii) to obtain
the express written consent of the Depositor prior to any
transfer of such Ownership Interest, which consent may be
withheld in the Depositor's sole discretion; and (iii) to
provide a certificate to the Trustee or the Certificate
Registrar if not the same Person as the Trustee in the form
attached hereto as Exhibit I.
(ii) The Trustee or the Certificate Registrar if not the
same Person as the Trustee shall register the Transfer of any
Residual Certificate only if it shall have received the Transferee
Affidavit and Agreement, a certificate of the Holder requesting
such transfer in the form attached hereto as Exhibit J and all of
such other documents as shall have been reasonably required by the
Trustee or the Certificate Registrar if not the same Person as the
Trustee as a condition to such registration.
(iii) (A) If any "disqualified organization" (as defined
in Section 860E(e)(5) of the Code) shall become a Holder of a
Residual Certificate, then the last preceding Permitted Transferee
shall be restored, to the extent permitted by law, to all rights
and obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Residual Certificate. If
any Non-U.S. Person shall become a Holder of a Residual
Certificate, then the last preceding Holder which is a U.S. Person
shall be restored, to the extent permitted by law, to all rights
and obligations as Holder thereof retroactive to the date of
registration of the Transfer to such Non-U.S. Person of such
Residual Certificate. If a transfer of a Residual Certificate is
disregarded pursuant to the provisions of Treasury Regulations
Section 1.860E-1 or Section 1.860G-3, then the last preceding
Permitted Transferee shall be restored, to the extent permitted by
law, to all rights and obligations as Holder thereof retroactive
to the date of registration of such Transfer of such Residual
Certificate. The Trustee,
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the Certificate Administrator, the Certificate Registrar and the
Paying Agent shall be under no liability to any Person for any
registration of Transfer of a Residual Certificate that is in
fact not permitted by this Section 5.1(c) or for making any
payments due on such Certificate to the Holder thereof or for
taking any other action with respect to such Holder under the
provisions of this Agreement.
(B) If any purported Transferee shall become a
Holder of the Residual Certificate in violation of the
restrictions in this Section 5.1(c) and to the extent that
the retroactive restoration of the rights of the Holder of
such Residual Certificate as described in clause (iii)(A)
above shall be invalid, illegal or unenforceable, then the
Depositor shall have the right, without notice to the
Holder or any prior Holder of such Residual Certificate, to
sell such Residual Certificate to a purchaser selected by
the Depositor on such terms as the Depositor may choose.
Such purported Transferee shall promptly endorse and
deliver the Residual Certificate in accordance with the
instructions of the Depositor. Such purchaser may be the
Depositor itself or any affiliate of the Depositor. The
proceeds of such sale, net of the commissions (which may
include commissions payable to the Depositor or its
affiliates), expenses and taxes due, if any, shall be
remitted by the Depositor to such purported Transferee.
The terms and conditions of any sale under this clause
(iii)(B) shall be determined in the sole discretion of the
Depositor, and the Depositor shall not be liable to any
Person having an Ownership Interest in the Residual
Certificate as a result of its exercise of such discretion.
(iv) The Depositor, on behalf of the Trustee, shall make
available, upon written request from the Trustee, or the
Certificate Administrator all information necessary to compute any
tax imposed (A) as a result of the Transfer of an Ownership
Interest in the Residual Certificate to any Person who is not a
Permitted Transferee, including the information regarding "excess
inclusions" of such Residual Certificate required to be provided
to the Internal Revenue Service and certain Persons as described
in Treasury Regulation Section 1.860D-1(b)(5), and (B) as a result
of any regulated investment company, real estate investment trust,
common trust fund, partnership, trust, estate or organizations
described in Section 1381 of the Code having as among its record
holders at any time any Person who is not a Permitted Transferee.
Reasonable compensation for providing such information may be
required by the Depositor from such Person.
(v) The provisions of this Section 5.1 set forth prior
to this Section 5.1(v) may be modified, added to or eliminated,
provided that there shall have been delivered to the Trustee and
the Certificate Administrator the following:
(A) written notification from each Rating Agency
to the effect that the modification, addition to or
elimination of such provisions will not cause
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such Rating Agency to downgrade its then-current Ratings
of the Certificates; and
(B) an Opinion of Counsel, in form and substance
satisfactory to the Depositor (as evidenced by a
certificate of the Depositor), to the effect that such
modification, addition to or absence of such provisions
will not cause the Trust Fund to cease to qualify as a
REMIC and will not create a risk that (1) the Trust Fund
may be subject to an entity-level tax caused by the
Transfer of any Residual Certificate to a Person which is
not a Permitted Transferee or (2) a Certificateholder or
another Person will be subject to a REMIC-related tax
caused by the Transfer of a Residual Certificate to a
Person which is not a Permitted Transferee.
(vi) The following legend shall appear on all Residual
Certificates:
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED
TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE
DEPOSITOR, THE TRUSTEE AND THE CERTIFICATE REGISTRAR
THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE
UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION
THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF
ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER
THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE
CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY
CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED
IN THE FOREGOING CLAUSES (A), (B), OR (C) BEING
HEREINAFTER REFERRED TO AS A "DISQUALIFIED
ORGANIZATION"), OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS
TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE
CERTAIN REPRESENTATIONS AS TO THE FINANCIAL
CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION
OF THIS CLASS R CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION
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SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT
WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO
BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF
THE CLASS R CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO
THE PROVISIONS OF THIS PARAGRAPH.
(vii) The Holder of the Class R Certificate issued
hereunder, while not a Disqualified Organization, is the Tax
Matters Person.
(d) In the case of any Subordinate or Class R Certificate presented
for registration in the name of an employee benefit plan or other plan or
arrangement subject to the prohibited transaction provisions of ERISA or
Section 4975 of the Code (or comparable provisions of any subsequent
enactments) (a "Plan"), a trustee of any Plan, or any other Person who is
using the "plan assets" of any Plan to effect such acquisition, the
Trustee or the Certificate Registrar, if not the same Person as the
Trustee, shall require such transferee to provide an Officer's
Certificate signed by a Responsible Officer of such transferee stating
that the transferee is an insurance company using assets of a "insurance
company general account" (within the meaning of Department of Labor
Prohibited Transaction Class Exemption ("PTCE") 95-60) to effect such
purchase and satisfies all of the requirements for exemptive relief under
Sections I and III of PTCE 95-60, which Officer's Certificate shall not
be an expense of the Trustee, the Certificate Administrator, if any, the
Certificate Registrar or the Depositor.
So long as the Class M, Class B-1 and Class B-2 Certificates are
Book Entry Certificates, each Person who has or who acquires any Class M
or Class B Certificates shall be deemed by the acceptance or acquisition
of such Certificate to have represented that (a) such Person is not a
Plan, and such Person is not using "plan assets" of any such Plan to
effect such acquisition or (b) if the transferee is an insurance company
and the source of funds used to purchase such Certificate is an
"insurance company general account" (as such term is defined in
PTCE 95-60) and the conditions set forth in Sections I and II of
PTCE 95-60 have been satisfied.
(e) No transfer, sale, pledge or other disposition of a Junior
Subordinate Certificate shall be made unless such transfer, sale, pledge
or other disposition is made in accordance with this Section 5.1(e) or
Section 5.1(f). Each Person who, at any time, acquires any ownership
interest in any Junior Subordinate Certificate shall be deemed by the
acceptance or acquisition of such ownership interest to have agreed to be
bound by the following provisions of this Section 5.1(e) and Section
5.1(f), as applicable. No transfer of a Junior Subordinate Certificate
shall be deemed to be made in accordance with this Section 5.1(e) unless
such transfer is made pursuant to an effective registration statement
under the Securities Act or unless the Trustee or the Certificate
Registrar, if not the same Person as the
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Trustee, is provided with the certificates and an Opinion of Counsel,
if required, on which the Trustee and the Certificate Registrar may
conclusively rely, which establishes or establish to the Trustee's or
the Certificate Registrar's, as applicable, satisfaction that such
transfer is exempt from the registration requirements under the
Securities Act, as follows: In the event that a transfer is to be
made in reliance upon an exemption from the Securities Act, the
Trustee or the Certificate Registrar, if not the same Person as
the Trustee, shall require, in order to assure compliance with the
Securities Act, that the Certificateholder desiring to effect such
transfer certify to the Trustee and the Certificate Registrar in writing,
in substantially the form attached hereto as Exhibit F, the facts
surrounding the transfer, with such modifications to such Exhibit F as
may be appropriate to reflect the actual facts of the proposed transfer,
and that the Certificateholder's proposed transferee certify to the
Trustee and the Certificate Registrar in writing, in substantially the
form attached hereto as Exhibit G, the facts surrounding the transfer,
with such modifications to such Exhibit G as may be appropriate to
reflect the actual facts of the proposed transfer. If such certificate
of the proposed transferee does not contain substantially the substance
of Exhibit G, the Trustee or the Certificate Registrar, if not the same
Person as the Trustee, shall require an Opinion of Counsel satisfactory
to it that such transfer may be made without registration, which Opinion
of Counsel shall not be obtained at the expense of the Trustee, the
Certificate Administrator, the Certificate Registrar, the Trust Fund or
the Depositor. Such Opinion of Counsel shall allow for the forwarding,
and the Trustee shall forward, a copy thereof to the Rating Agency.
Notwithstanding the foregoing, any Class of Junior Subordinate
Certificate may be transferred, sold, pledged or otherwise disposed of in
accordance with the requirements set forth in Section 5.1(f).
(f) No transfer of the Class IA-1 Certificates may be made unless
in accordance with this Section 5.1(f). In addition, transfers of the
Junior Subordinate Certificates may be made in accordance with this
Section 5.1(f). To effectuate a Certificate transfer in accordance with
this Section 5.1(f), the proposed transferee of such Certificate must
provide the Trustee, the Certificate Registrar and the Depositor with an
investment letter substantially in the form of Exhibit L attached hereto,
which investment letter shall not be an expense of the Trustee, the
Certificate Administrator, the Certificate Registrar or the Depositor,
and which investment letter states that, among other things, such
transferee (i) is a "qualified institutional buyer" as defined under Rule
144A, acting for its own account or the accounts of other "qualified
institutional buyers" as defined under Rule 144A, and (ii) is aware that
the proposed transferor intends to rely on the exemption from
registration requirements under the Securities Act provided by Rule 144A.
Notwithstanding the foregoing, the proposed transferee of such
Certificate shall not be required to provide the Trustee, the Certificate
Registrar or the Depositor with Annex 1 or Annex 2 to the form of Exhibit
L attached hereto if the Depositor so consents prior to each such
transfer. Such transfers shall be deemed to have complied with the
requirements of this Section 5.1(f); PROVIDED, HOWEVER, that the initial
transfer of the Class IA-1 Certificates by the Depositor to Teachers
Insurance and Annuity Association of America shall be deemed to comply
with this Section 5.1(f) without such investment letter being executed.
The Holder of a Certificate desiring to effect such transfer does hereby
agree to indemnify the Trustee, the
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Certificate Administrator, if any, the Depositor, and the Certificate
Registrar against any liability that may result if transfer is not made
in accordance with this Agreement.
(g) None of the Trustee, the Certificate Administrator, the
Certificate Registrar or the Paying Agent shall have any liability to the
Trust Fund arising from a registration or transfer of a Certificate in
reliance upon a certification, Officer's Certificate, affidavit, ruling
or Opinion of Counsel described in this Section 5.1.
Section 5.2. CERTIFICATES ISSUABLE IN CLASSES; DISTRIBUTIONS OF
PRINCIPAL AND INTEREST; AUTHORIZED DENOMINATIONS. The aggregate principal
amount of Certificates that may be authenticated and delivered under this
Agreement is limited to the aggregate Principal Balance of the Mortgage Loans
as of the Cut-Off Date, as specified in the Preliminary Statement to this
Agreement, except for Certificates authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Certificates pursuant to Section 5.3. Such aggregate principal amount shall
be allocated among one or more Classes having designations, types of
interests, initial per annum Remittance Rates, initial Class Principal
Balances, initial Component Principal Balances and last scheduled
Distribution Dates as specified in the Preliminary Statement to this
Agreement. The aggregate Percentage Interest of each Class of Certificates
of which the Class Principal Balance equals zero as of the Cut-Off Date that
may be authenticated and delivered under this Agreement is limited to 100%.
Certificates shall be issued in Authorized Denominations.
Section 5.3. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.
The Trustee shall cause to be maintained at one of its offices or at its
designated Certificate Registrar, a Certificate Register in which there shall
be recorded the name and address of each Certificateholder. Subject to such
reasonable rules and regulations as the Trustee may prescribe, the
Certificate Register shall be amended from time to time by the Trustee or its
agent to reflect notice of any changes received by the Trustee or its agent
pursuant to Section 10.5. The Trustee hereby appoints itself as the initial
Certificate Registrar. The Trustee may appoint an Eligible Institution to
act as its agent in order to delegate to such Eligible Institution its duties
as Certificate Registrar under this Agreement.
Upon surrender for registration of transfer of any Certificate to the
Trustee at the office of First Trust of New York, National Association, 100 Wall
Street, Suite 1600, New York, NY 10005, Attention: Glenn Anderson, or such
other address or agency as may hereafter be provided to the Certificate
Administrator, if any, and the Servicer in writing by the Trustee, the Trustee
shall execute, and the Trustee or any Authenticating Agent shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Certificates of Authorized Denominations of like Percentage Interest.
At the option of the Certificateholders, Certificates may be exchanged for other
Certificates in Authorized Denominations of like Percentage Interest, upon
surrender of the Certificates to be exchanged at any such office or agency.
Whenever any Certificates are so surrendered for exchange, the Trustee shall
execute, and the Trustee, or any Authenticating Agent, shall authenticate and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer
shall (if so required by the Trustee or any Authenticating Agent) be duly
endorsed by, or be accompanied by a written
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instrument of transfer in form satisfactory to the Trustee or any
Authenticating Agent and duly executed by, the Holder thereof or such
Holder's attorney duly authorized in writing.
A reasonable service charge may be made for any such exchange or transfer
of Certificates, and the Trustee or an Authenticating Agent may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any exchange or transfer of Certificates.
Upon the transfer of a Class Certificate each transferee that purchases a
Class A Certificate with the assets of one or more Plans shall be deemed to
represent that each such Plan qualifies as an "accredited investor" as defined
in Rule 501(a)(1) of Regulation D under the Securities act. If at any time the
Class A Certificates fail to receive a rating from any of S&P or DCR that is one
of the three highest generic rating categories for that respective rating
agency, then such Class A Certificate shall not thereafter be eligible for
transfer to a Plan, and each transferee shall be deemed to represent that it is
not purchasing or holding its Class A Certificate with plan assets of a Plan.
All Certificates surrendered for exchange or transfer shall be cancelled
by the Trustee or any Authenticating Agent.
Section 5.4. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If
(i) any mutilated Certificate is surrendered to the Trustee or any
Authenticating Agent, or (ii) the Trustee or any Authenticating Agent
receives evidence to their satisfaction of the destruction, loss or theft of
any Certificate, and there is delivered to the Trustee or any 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 Trustee or any
Authenticating Agent that such 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
Percentage Interest. Upon the issuance of any new Certificate under this
Section 5.4, the Trustee or any 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 any Authenticating Agent) connected therewith.
Any replacement Certificate issued pursuant to this Section 5.4 shall
constitute complete and indefeasible evidence of ownership in the Trust Fund,
as if originally issued, whether or not the lost or stolen Certificate shall
be found at any time.
Section 5.5. PERSONS DEEMED OWNERS. The Depositor, the Certificate
Administrator, the Servicer, the Trustee and any agent of any of them may
treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions pursuant to
Section 4.1 and for all other purposes whatsoever, and neither the Depositor,
the Certificate Administrator, if any, the Servicer, the Trustee, the
Certificate Registrar nor any agent of the Depositor, the Certificate
Administrator, if any, the Servicer or the Trustee shall be affected by
notice to the contrary.
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Section 5.6. TEMPORARY CERTIFICATES. Upon the initial issuance of the
Certificates, the Trustee may execute, and the Trustee or any Authenticating
Agent shall authenticate and deliver, temporary Certificates which are
printed, lithographed, typewritten or otherwise produced, in any Authorized
Denomination, of the tenor of the definitive Certificates in lieu of which
they are issued and with such variations in form from the forms of the
Certificates set forth as Exhibits A and B hereto as the Trustee's officers
executing such Certificates may determine, as evidenced by their execution of
the Certificates. Notwithstanding the foregoing, the Certificates may remain
in the form set forth in this Section.
If temporary Certificates are issued, the Trustee shall cause
definitive Certificates to be prepared within ten Business Days of the
Closing Date or as soon as practicable thereafter. After 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 to be maintained as provided in Section 5.10
hereof, without charge to the Holder. Any tax or governmental charge that
may be imposed in connection with any such exchange shall be borne by the
Depositor. Upon surrender for cancellation of any one or more temporary
Certificates, the Trustee shall execute and the Trustee or any Authenticating
Agent shall authenticate and deliver in exchange therefor a like principal
amount of definitive Certificates of Authorized Denominations. Until so
exchanged, the temporary Certificates shall in all respects be entitled to
the same benefits under this Agreement as definitive Certificates.
Section 5.7. BOOK-ENTRY FOR BOOK-ENTRY CERTIFICATES. Notwithstanding
the foregoing, the Book-Entry Certificates, upon original issuance, shall be
issued in the form of one or more typewritten Certificates of Authorized
Denomination representing the Book-Entry Certificates, to be delivered to
DTC, 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 Cede & Co., the nominee of DTC, as the initial
Clearing Agency, and no Beneficial Holder shall receive a definitive
certificate representing such Beneficial Holder's interest in any Class of
Book-Entry Certificate, except as provided above and in Section 5.9. Each
Book-Entry Certificate shall bear the following legend:
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Trustee or its agent for registration
of transfer, exchange, or payment, and any Certificate issued is
registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.
Unless and until definitive, fully registered Book-Entry Certificates (the
"Definitive Certificates") have been issued to the Beneficial Holders pursuant
to Section 5.9:
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(a) the provisions of this Section 5.7 shall be in full force and
effect with respect to the Book-Entry Certificates;
(b) the Certificate Administrator, if any, and the Trustee may deal
with the Clearing Agency for all purposes with respect to the Book-Entry
Certificates (including the making of distributions on the Book-Entry
Certificates) as the sole Certificateholder;
(c) to the extent that the provisions of this Section 5.7 conflict
with any other provisions of this Agreement, the provisions of this
Section 5.7 shall control; and
(d) the rights of the Beneficial Holders shall be exercised only
through the Clearing Agency and the DTC Participants and shall be limited
to those established by law and agreements between such Beneficial
Holders and the Clearing Agency and/or the DTC Participants. Pursuant to
the Depositary Agreement, unless and until Definitive Certificates are
issued pursuant to Section 5.9, the initial Clearing Agency will make
book-entry transfers among the DTC Participants and receive and transmit
distributions of principal and interest on the related Class of Book-
Entry Certificates to such DTC Participants.
For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Holders of Book-Entry
Certificates evidencing a specified Percentage Interest, such direction or
consent may be given by the Clearing Agency at the direction of Beneficial
Holders owning Book-Entry Certificates evidencing the requisite Percentage
Interest represented by the Book-Entry Certificates. The Clearing Agency may
take conflicting actions with respect to the Book-Entry Certificates to the
extent that such actions are taken on behalf of the Beneficial Holders.
Section 5.8. NOTICES TO CLEARING AGENCY. Whenever notice or other
communication to the Certificateholders is required under this Agreement,
unless and until Definitive Certificates shall have been issued to the
related Certificateholders pursuant to Section 5.9, 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 which shall give such
notices and communications to the related DTC Participants in accordance with
its applicable rules, regulations and procedures.
Section 5.9. DEFINITIVE CERTIFICATES. If (a) the Clearing Agency
notifies the Certificate Administrator, if any, or the Trustee that it is no
longer willing or able to discharge properly its responsibilities under the
Depositary Agreement with respect to the Book-Entry Certificates and the
Trustee or the Certificate Administrator is unable to locate a qualified
successor, (b) the Depositor, at its option, advises the Certificate
Administrator, if any, or the Trustee in writing that it elects to terminate
the book-entry system with respect to the Book-Entry Certificates through the
Clearing Agency or (c) after the occurrence of an Event of Default,
Certificateholders holding Book-Entry Certificates evidencing Percentage
Interests aggregating not less than 66% of the aggregate Class Principal
Balance of such Certificates advise the Certificate Administrator, if any, or
the Trustee and the Clearing Agency through DTC Participants in writing that
the continuation of a book-entry system with respect to the Book-Entry
Certificates through the Clearing Agency is no longer in the
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best interests of the Certificateholders with respect to such Certificates,
the Trustee shall notify or cause to be notified all Certificateholders of
Book-Entry Certificates of the occurrence of any such event and of the
availability of Definitive Certificates. 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 execute and the Trustee or any Authenticating Agent shall
authenticate and deliver the Definitive Certificates. Neither the Depositor,
the Certificate Administrator, if any, the Authenticating Agent 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 for all of the
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, the Certificate Administrator, if any, or to the
extent applicable with respect to such Definitive Certificates, and the
Trustee, the Certificate Administrator, the Certificate Registrar and the
Paying Agent shall recognize the Holders of Definitive Certificates as
Certificateholders hereunder.
Section 5.10. OFFICE FOR TRANSFER OF CERTIFICATES. The Trustee shall
maintain in New York, New York, an office or agency where Certificates may be
surrendered for registration of transfer or exchange. First Trust of New
York, National Association, 100 Wall Street, Suite 1600, New York, New York
10005, Attention: Glenn Anderson, is initially designated for said purposes.
ARTICLE VI
THE DEPOSITOR AND THE SERVICER
Section 6.1. LIABILITY OF THE DEPOSITOR AND THE SERVICER. The Depositor
and the Servicer shall each be liable in accordance herewith only to the
extent of the obligations specifically imposed by this Agreement and
undertaken hereunder by the Depositor and the Servicer herein.
Section 6.2. MERGER OR CONSOLIDATION OF THE DEPOSITOR OR THE SERVICER.
Subject to the following paragraph, the Depositor and the Servicer each will
keep in full effect its existence, rights and franchises as corporations,
each under the laws of the jurisdiction of its incorporation, and will obtain
and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates
or any of the Mortgage Loans and to perform its respective duties under this
Agreement.
The Depositor or the Servicer may be merged or consolidated with or into
any Person, or transfer all or substantially all of its assets to any Person,
in which case any Person resulting from any merger or consolidation to which
the Depositor or Servicer shall be a party, or any Person succeeding to the
business of the Depositor or Servicer, shall be the successor of the
Depositor or 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.
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Section 6.3. 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 Trust Fund or the
Certificateholders 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 any
director, officer, employee or agent of the Servicer against any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith
or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder, nor shall this provision
protect the Servicer against any liability that would otherwise be imposed by
reason of negligence in the performance of duties hereunder. 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 and any
director, officer, employee or agent of the Servicer shall be indemnified by
the Trust Fund and held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or
the Certificates, other than any loss, liability or expense, in the case of
the Servicer and any director, officer, employee or agent of the Servicer,
incurred by reason of willful misfeasance, bad faith or gross negligence in
the performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder or, in the case of the Servicer, as
Servicer, incurred by reason of negligence in the performance of any duties
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 in its discretion 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 and the interests of the Certificateholders
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 Fund, and the Servicer shall be entitled to be reimbursed therefor
out of the Custodial Account for P&I as provided by Section 3.3.
Section 6.5. SERVICER NOT TO RESIGN. The Servicer shall not resign from
the obligations and duties hereby imposed on it, except upon determination
that its duties hereunder are no longer permissible under applicable law or
are in material conflict by reason of applicable law with any other
activities carried on by it, the other activities of the Servicer so causing
such a conflict being of a type and nature carried on by the Servicer at the
date of this Agreement. Any such determination permitting the resignation of
the Servicer shall be evidenced by an Opinion of Counsel to such effect
delivered to the Trustee. The Servicer shall notify the Rating Agency of any
such resignation. No such resignation shall become effective until a
successor servicer shall have assumed the Servicer's responsibilities and
obligations in accordance with Section 7.5 hereof.
Notwithstanding the limitations stated above, the Servicer may transfer
its obligations, duties and rights hereunder without the consent of the
Certificateholders, provided that (i) the Servicer obtains the prior written
consent of the Rating Agency, (ii) the transferee is a FNMA- or
FHLMC-approved servicer having a net worth of not less than $15,000,000,
(iii) the successor servicer assumes all of the Servicer's responsibilities
and obligations (except the repurchase obligations set forth in Sections 2.2
and 2.3 hereof, which shall remain obligations of the Depositor) in
accordance
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with Section 7.5 hereof, and (iv) the then-current rating of the Class A
Certificates will not be reduced as a result of such transfer, and (v) has,
in the reasonable opinion of the Trustee, the qualifications, resources and
experience to properly carry out, observe and perform the duties, obligations
and responsibilities of Servicer hereunder; PROVIDED that the foregoing
clause (v) is intended solely for the benefit of (and may be exercised or
waived at the sole discretion of) the Trustee, to enable the Trustee to
assure itself that any successor Servicer has such acceptable qualifications,
resources and experience, and such clause (v) is not intended to be for the
benefit of, and shall not be relied upon or enforced by, any
Certificateholder, and PROVIDED, FURTHER that, any consent to such transfer
will not be unreasonably withheld by the Trustee.
ARTICLE VII
DEFAULT
Section 7.1. EVENTS OF DEFAULT. In case one or more of the following
Events of Default by the Servicer shall occur and be continuing, that is to
say:
(i) any failure by the Servicer to distribute or cause to be
distributed to the Trustee or its delegate on the Withdrawal Date any
payment required to be made to the Trustee under the terms of this
Agreement.
(ii) any failure on the part of the Servicer duly to observe or
perform in any material respect any other of the covenants or agreements
on the part of the Servicer in the Certificates or in this Agreement
which continues unremedied for a period of 60 days after the date on
which written notice of such failure, requiring the same to be remedied,
shall have been given to the Servicer by the Trustee, or to the Servicer
and the Trustee by the Holders of Certificates evidencing, in aggregate,
not less than 25% of the Trust Fund or 51% of the aggregate Percentage
Interests of any class of certificates;
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a conservator
or 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 Servicer and such decree or order shall have remained in
force undischarged or unstayed for a period of 60 days;
(iv) the Servicer shall consent to the appointment of a
conservator or receiver or liquidator or liquidating committee in any
insolvency, readjustment of debt, marshalling of assets and liabilities,
voluntary liquidation or similar proceedings of or relating to the
Servicer or of or relating to all or substantially all of its property;
(v) 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 or
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reorganization statute, make an assignment for the benefit of its
creditors or voluntarily suspend payment of its obligations; or
(vi) any failure of the Servicer to make any Advance required to
be made from its own funds pursuant to Section 4.3 which continues
unremedied for a period of one Business Day after the date upon which
such Advance was to have been made;
then, if an Event of Default described in clauses (i)-(v) of this Section 7.1
shall occur, and in each and every such case, subject to applicable law, so
long as an Event of Default shall not have been remedied, either the Trustee
or the Holders of Certificates evidencing, in aggregate, not less than 25% of
the Trust Fund or 51% of the aggregate Percentage Interests of any Class of
Certificates by notice in writing to the Servicer (and to the Trustee if
given by the Certificateholders) may terminate all of the rights and
obligations of the Servicer under this Agreement, but without prejudice to
any rights it may have to reimbursement of expenses, Advances and other
advances of its own funds as Servicer to the extent permitted by this
Agreement, other than the Depositor's (or its successors') obligation to
repurchase any Mortgage Loans pursuant to Section 2.2 or 2.3 shall survive
any such termination. If an Event of Default described in clause (vi) hereof
shall occur, the Trustee shall, by notice in writing to the Servicer, which
shall be telecopied to the Servicer, immediately terminate all of the rights
and obligations of the Servicer, under this Agreement and in and to the
Mortgage Loans and the proceeds thereof. On or after the receipt by the
Servicer of such written notice, all authority and power of the Servicer
under this Agreement, whether with respect to the Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee
pursuant to and under this Section 7.1 (subject to the provisions of Section
7.5); and, without limitation, the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the 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 at the expense of the Servicer. The Servicer agrees to cooperate
with the Trustee in effecting the termination of the Servicer's
responsibilities and rights hereunder and shall promptly provide the Trustee
all documents and records whether in written or electronic form reasonably
requested by it to enable it to assume the Servicer's functions hereunder and
shall promptly also transfer to the Trustee of this Agreement all amounts
which then have been or should have been deposited in the Custodial Account
for P&I by the Servicer or which are thereafter received with respect to the
Mortgage Loans as well as any escrowed funds held by it or in connection with
its servicing activities hereunder. The Servicer and the Trustee shall give
the Rating Agency notice of any Event of Default.
Section 7.2. OTHER REMEDIES OF TRUSTEE. During the continuance of any
Event of Default, so long as such Event of Default shall not have been
remedied, the Trustee, in addition to the rights specified in Section 7.1,
shall have the right, in its own name as trustee of an express trust, to take
all actions now or hereafter existing at law, in equity or by statute to
enforce its rights and remedies and to protect the interests, and enforce the
rights and remedies, of the Certificateholders (including the institution and
prosecution of all judicial, administrative and other proceedings and the
filing of proofs of claim and debt in connection therewith). Except as
otherwise expressly provided in this
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Agreement, no remedy provided for by this Agreement shall be exclusive of any
other remedy, and each and every remedy shall be cumulative and in addition
to any other remedy and no delay or omission to exercise any right or remedy
shall impair any such right or remedy or shall be deemed to be a waiver of
any Event of Default.
Section 7.3. DIRECTIONS BY CERTIFICATEHOLDERS AND DUTIES OF TRUSTEE
DURING EVENT OF DEFAULT. During the continuance of any Event of Default,
Holders of Certificates evidencing, in aggregate, not less than 25% of the
Trust Fund or 51% of the aggregate Percentage Interests of any Class of
Certificates may direct 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; PROVIDED, HOWEVER,
that the Trustee shall be under no obligation to pursue any such remedy, or
to exercise any of the trusts or powers vested in it by this Agreement
(including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii)
the terminating of the Servicer or any successor servicer from its rights and
duties as servicer hereunder) at the request, order or direction of any of
the Certificateholders, unless such Certificateholders shall have offered to
the Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby; and, provided further,
that, subject to the provisions of Section 8.1, the Trustee shall have the
right to decline to follow any such direction if the Trustee, in accordance
with an Opinion of Counsel, determines that the action or proceeding so
directed may not lawfully be taken or if the Trustee in good faith determines
that the action or proceeding so directed would involve it in personal
liability or be unjustly prejudicial to the non-assenting Certificateholders
or if the Trustee has received contrary directions pursuant to this Section
7.3.
Section 7.4. ACTION UPON CERTAIN FAILURES OF SERVICER AND UPON EVENT OF
DEFAULT. In the event that the Trustee shall have knowledge of any failure
of the Servicer specified in Section 7.1(i) or (ii) which would become an
Event of Default upon the Servicer's failure to remedy the same after notice,
the Trustee shall give notice thereof to the Servicer. In the event that the
Trustee shall have knowledge of an Event of Default, the Trustee shall give
prompt written notice thereof to the Certificateholders and to the Rating
Agency. For all purposes of this Agreement, in the absence of actual
knowledge by a Responsible Officer of the Trustee, the Trustee shall not be
deemed to have knowledge of any failure of the Servicer as specified in
Section 7.1(i) and (ii) or any Event of Default unless notified thereof in
writing by the Servicer or by a Certificateholder.
Section 7.5. APPOINTMENT OF SUCCESSOR SERVICER.
(a) When the Servicer receives a notice of termination pursuant to
Section 7.1 or the Trustee receives the resignation of the Servicer
evidenced by an Opinion of Counsel pursuant to Section 6.4, the Trustee
shall become the successor in all respects to the Servicer in its
capacity as Servicer under this Agreement and the transactions set forth
or provided for herein, provided however, that the Trustee's obligation
to make any Advances shall be no greater than set forth in Section 4.3 of
this Agreement, and the Trustee shall have all the rights and powers and
be subject to all the responsibilities, duties and liabilities relating
thereto placed on the Servicer by the terms and provisions hereof (except
those contained
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in Sections 2.2 and 2.3) and in its capacity as such successor shall
have the same limitation of liability herein granted to the Servicer and
provided further that the Trustee shall not be required to make an
Advance from its own funds if such Advance would be prohibited by law.
As compensation therefor, the Trustee shall be entitled to receive
monthly an amount not to exceed the Servicing Fee as agreed by the
Trustee and the Servicer, together with such other servicing
compensation in the form of assumption fees, late charges, prepayment
fees or otherwise as provided in Section 3.9. If the agreed amount is
less than the Servicing Fee, the excess shall be paid to the Class R
Certificateholder. If the Trustee and the Servicer shall not agree on
the amount of such compensation, the Trustee shall solicit bids for a
successor servicer as described in Section 7.5(b), PROVIDED, HOWEVER, if
no successor servicer is obtained through the bidding process, the
Trustee may act as such, or may pursuant to Section 7.5(b) appoint a
successor servicer to act as such, for the Servicing Fee together with
such other servicing compensation as provided in Section 3.9. In no
event shall the Trustee's assumption of or succession to the obligations
of the Servicer make the Trustee liable for any actions or omissions of
the Servicer in its capacity as Servicer.
(b) Notwithstanding the above, the Trustee may and shall, if it is
unable (or unwilling due to disagreement on compensation as provided in
Section 7.5(a)) to act as Servicer, appoint, or petition a court of
competent jurisdiction to appoint, any established housing and home
finance institution, bank or mortgage servicing institution which is an
approved FNMA or FHLMC servicer having a net worth of not less than
$15,000,000 and meeting such other standards as are set forth in Section
6.4 hereof for a successor to the Servicer hereunder in the assumption
of all or any part of the responsibilities, duties or liabilities of the
Servicer hereunder (except the repurchase obligations set forth in
Sections 2.2 and 2.3 hereof, which shall remain obligations of the
Depositor); PROVIDED, HOWEVER, that until such appointment and
assumption, the Trustee will continue to perform the servicing
obligations pursuant to this Agreement (and until such time shall be
entitled to receive the Servicing Fees pursuant to Section 3.9);
PROVIDED, FURTHER, that prior to the appointment of any successor
servicer, the Rating Agencies confirm that the appointment of such
successor servicer would not result in the downgrade of the Rating
assigned to any Class of Certificates. The compensation of any
successor servicer so appointed shall be equal to the Servicing Fees
specified in Section 3.9 together with such other compensation as is
provided in said Section 3.9. In the event the Trustee is required to
solicit bids as provided above, the Trustee shall solicit, by public
announcement, bids from housing and home finance institutions, banks and
mortgage servicing institutions acceptable to the Trustee and meeting
the qualifications set forth above in this Section 7.5(b) for the
purchase of the servicing functions. Such public announcement shall
specify that the successor servicer shall be entitled to the full amount
of the Servicing Fee on the aggregate unpaid principal balance of the
Mortgage Loans as servicing compensation for servicing the Mortgage
Loans, together with the other servicing compensation in the form of
assumption fees, late payment charges, prepayment fees or otherwise as
provided in Section 3.9. Within 45 days after any such public
announcement, the Trustee shall negotiate and effect the sale, transfer
and assignment of the servicing rights and responsibilities hereunder
(except the repurchase obligations set forth in Section 2.2 and 2.3
hereof, which shall remain obligations of the Depositor) to the
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qualified party submitting the highest qualifying bid. The Trustee shall
deduct all costs and expenses of any public announcement and of any
sale, transfer and assignment of the servicing rights and
responsibilities hereunder from any sum received by the Trustee from the
successor to the Servicer in respect of such sale, transfer and
assignment. After such deductions, the remainder of such sum shall be
paid by the Trustee to the Class R Certificateholder at the time of such
sale, transfer and assignment to the Servicer's successor.
(c) The Servicer agrees to cooperate with the Trustee and any
successor servicer in effecting the termination of the Servicer's
servicing responsibilities and rights hereunder and shall promptly
provide the Trustee or such successor servicer, as applicable, all
documents and records reasonably requested by it to enable it to assume
the Servicer's functions hereunder and shall promptly also transfer to
the Trustee or such successor servicer, as applicable, all amounts which
then have been or should have been deposited in the Custodial Account
for P&I by the Servicer or which are thereafter received with respect to
the Mortgage Loans. Neither the Trustee nor any other successor
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 caused by the failure of the Servicer to deliver, or
any delay in delivering, cash, documents or records to it.
Section 7.6. NOTIFICATION TO CERTIFICATEHOLDERS. Upon any termination
of the Servicer or appointment of a successor to the Servicer, in each case as
provided herein, the Trustee shall as soon as practicable give written notice
thereof to Certificateholders at their respective addresses appearing in the
Certificate Register and the Rating Agency.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.1. DUTIES OF TRUSTEE. The Trustee, prior to the occurrence
of an Event of Default and after the curing of all Events of Default which
may have occurred, undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. In case an Event of Default
has occurred (which has not been cured), the Trustee, subject to the
provisions of Sections 7.1, 7.3, 7.4 and 7.5, 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 person would exercise or use
under the circumstances in the conduct of such person's own affairs. Any
permissive right of the Trustee enumerated in this Agreement shall not be
construed as a duty.
Subject to Sections 8.2(i), 8.3 and 8.4, 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 resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by any party hereunder.
If any such instrument is found not to conform to the requirements of this
Agreement
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in a material manner, the Trustee shall take action as it deems appropriate
to have the instrument corrected, and if the instrument is not corrected to
the Trustee's reasonable satisfaction, the Trustee will provide notice
thereof to the Certificateholders and the Rating Agency.
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 or in the event the Trustee is acting as
successor servicer pursuant to Section 7.5, to the standard imposed on the
Servicer pursuant to Section 6.3 of this Agreement; PROVIDED, HOWEVER, that:
(i) 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 Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be
read into this Agreement 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 Agreement;
(ii) 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 this Agreement or at the direction of Certificateholders
holding Certificates which have an aggregate Principal Balance not less
than 25% of the aggregate Principal Balance of all Certificates relating
to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising or omitting to exercise
any trust or power conferred upon the Trustee, under this Agreement;
(iii) The Trustee shall not be liable in its individual capacity for
any error of judgment made in good faith by any Responsible Officer,
unless it shall be proved that the Trustee or such Responsible Officer
was negligent in ascertaining the pertinent facts;
(iv) The Trustee shall not be liable for any act or omission of the
Depositor or the Servicer (except for its own acts or omissions as
Servicer hereunder) or for any but its own acts or omissions;
(v) The Trustee shall not be deemed to take notice or be deemed to
have knowledge of any matter, including without limitation any default
or Event of Default, unless written notice thereof, referring to the
Certificates, the Depositor, the Trust Fund or this Agreement is
received by a Responsible Officer of the Trustee at its Corporate Trust
Office; and
(vi) Subject to the other provisions of this Agreement and without
limiting the generality of this Section 8.1, the Trustee shall have no
duty (A) to see to any recording, filing, or depositing of this
Agreement or any agreement referred to herein or any financing
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statement or continuation statement evidencing a security interest, or
to see to the maintenance of any such recording or filing or depositing
or to any rerecording, refiling or redepositing of any thereof, (B) to
see to any insurance, (C) to see to the payment or discharge of any tax,
assessment, or other governmental charge or any lien or encumbrance of
any kind owing with respect to, assessed or levied against, any part of
the Trust Fund other than from funds available in the Certificate
Account, and (D) to confirm or verify the contents of any reports or
certificates of the Servicer delivered to the Trustee pursuant to this
Agreement believed by the Trustee to be genuine and to have been signed
or presented by the proper party or parties.
None of the provisions contained in this Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties as Trustee hereunder or in the exercise
of any of its rights or powers if there is reasonable ground for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it, and none of the provisions contained in this
Agreement shall in any event require the Trustee to perform, or be responsible
for the manner of performance of, any of the obligations of the Servicer under
this Agreement except during such time, if any, as the Trustee shall be the
successor to, and be vested with the rights, duties, powers and privileges of,
the Servicer in accordance with the terms of this Agreement.
Section 8.2. CERTAIN MATTERS AFFECTING TRUSTEE. Except as otherwise
provided in Section 8.1:
(i) Before acting or refraining from acting the Trustee may request
or require an Officer's Certificate; the Trustee may rely and shall be
protected in acting or refraining from acting upon any resolution,
Officer's Certificate, opinion of counsel, certificate of auditors or
any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, 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 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 believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement;
(iv) 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 negligence or willful
misconduct in the performance of such act;
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(v) The Trustee shall not be required to give any bond or surety in
respect of the execution of the Trust Fund created hereby or the powers
granted hereunder; and
(vi) The Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents,
attorneys or custodians, and the Trustee shall not be responsible for
any misconduct or negligence on the part of any such agent, attorney or
custodian appointed by the Trustee with care. Any such agents,
attorneys or custodians shall be entitled to all indemnities and
protection afforded to the Trustee. Any designee of the Trustee shall
be considered its "agent" hereunder whether performing it as an
independent contractor or otherwise.
Section 8.3. TRUSTEE NOT REQUIRED TO MAKE INVESTIGATION. Prior to the
occurrence of an Event of Default hereunder and after the curing of all
Events of Default which may have occurred, the Trustee shall not be bound to
ascertain or inquire as to the performance or observance of any of the terms,
conditions, covenants or agreements herein or to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
Mortgage, Mortgage Note or other paper or document, unless requested in
writing so to do by Holders of Certificates having a Percentage Interest not
less than 51% of the Trust Fund; 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 as a condition to such
proceeding. The reasonable expense of every such examination shall be paid
by the Depositor or, if paid by the Trustee, shall be repaid by the Depositor
upon demand.
Section 8.4. TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS.
The recitals contained herein and in the Certificates (other than the
certificate of authentication on the Certificates) shall be taken as the
statements of the Depositor, and the Trustee assumes no responsibility for
the correctness of the same. The Trustee makes no representations or
warranties as to the validity or sufficiency of this Agreement or of the
Certificates or of any Mortgage Loan or related document. The Trustee shall
not be accountable for the use or application by the Depositor of any of the
Certificates or of the proceeds of such Certificates or for the use or
application of any funds paid to the Servicer in respect of the Mortgage
Loans or deposited in or withdrawn from the Custodial Account for P&I by the
Servicer or for investment of any such amounts. The Trustee shall not be
responsible for the legality or validity of this Agreement or the validity,
priority, perfection or sufficiency of the security for the Certificates
issued or intended to be issued hereunder. 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 or to record this
Agreement.
Neither the Trustee nor any of the directors, officers, employees or
agents of the Trustee shall be under any liability to the Trust Fund or the
Certificateholders for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in
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judgment while an Event of Default exists; PROVIDED, HOWEVER, that this
provision shall not protect the Trustee or any such person against any
liability which would otherwise be imposed by reason of willful misfeasance,
bad faith or negligence in the performance of duties. The Trustee and any
director, officer, employee or agent of the Trustee shall be indemnified by
the Depositor and held harmless against any loss, liability or expense,
including reasonable attorneys' fees, incurred in connection with or related
to the Trustee's performance of its powers and duties under this Agreement
(including, without limitation, performance under Section 8.1 hereof), or any
action relating to this Agreement or the Certificates, or the performance of
the Trustee's duties hereunder, other than any loss, liability or expense
incurred by any such Person by reason of willful misfeasance, bad faith or
negligence in the performance of duties. Any such losses, liabilities and
expenses resulting therefrom shall be losses, liabilities and expenses of the
Depositor. The indemnification provided hereunder shall survive termination
of this Agreement.
Section 8.5. TRUSTEE MAY OWN CERTIFICATES. The Trustee and any agent of
the Trustee in its individual or any other capacity may become the owner of
or a pledgee of the Certificates with the same rights it would have if it
were not Trustee or such agent, and may otherwise deal with the parties
hereto.
Section 8.6. SERVICER TO PAY TRUSTEE'S FEES AND EXPENSES. The Servicer
covenants and agrees to pay to the Trustee monthly (or as otherwise agreed),
and the Trustee shall be entitled to receive, reasonable compensation (which
shall not be limited by any provision of law in regard to the compensation of
a trustee of an express trust) for all services rendered by it in the
execution of the trusts hereby created and in the exercise and performance of
any of the powers and duties hereunder of the Trustee, and the Servicer shall
pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances, including reasonable attorneys' fees, incurred or
made by the Trustee in accordance with any of the provisions of this
Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith. The Tax Matters Person (or Person acting as its
attorney-in-fact or agent) shall indemnify the Trustee for any liability of
or assessment against the Trustee resulting from any error in any tax or tax
information returns prepared or caused to be prepared by such Person. In the
event that (i) the Servicer does not pay to the Trustee any compensation owed
to the Trustee pursuant to this Agreement or (ii) the Trustee is not
reimbursed for any expense, disbursement or advance incurred or made by the
Trustee pursuant to this Agreement, the Trustee shall be entitled to withdraw
and retain such amount from the Certificate Account. In the event the
Trustee incurs expenses or renders services in any proceedings which result
from an Event of Default under Section 7.1, subsections (iii), (iv) or (v) of
this Agreement, or from any default which, with the passage of time, would
become an Event of Default, the expenses so incurred and compensation for
services so rendered are intended to constitute expenses of administration
under the United States Bankruptcy Code or equivalent law.
Section 8.7. ELIGIBILITY REQUIREMENTS FOR TRUSTEE. The Trustee
hereunder shall at all times be a corporation or association organized and
doing business under the laws of any state of the United States of America,
authorized under such laws to exercise corporate trust powers, having a
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combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by federal or state authority. The Trustee shall
not control the Servicer nor be a parent of or a subsidiary of the Servicer.
If such corporation or 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 8.7 the
combined capital and surplus of such corporation or 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 the provisions of this Section 8.7,
the Trustee shall resign immediately in the manner and with the effect
specified in Section 8.8.
Section 8.8. RESIGNATION AND REMOVAL OF TRUSTEE. The Trustee may at any
time resign and be discharged from the trusts hereby created by giving
written notice of resignation to the Servicer. Such notice shall also be
furnished to the Rating Agency. Upon receiving such notice of resignation,
the Servicer shall promptly appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to
the resigning Trustee and one copy to the successor trustee. If no successor
trustee shall have been so appointed and 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 at the expense of the Servicer.
If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 8.7 and shall fail to resign after written request
for the Trustee's resignation by the Servicer, or if at any time the Trustee
shall become incapable of acting, or shall be adjudged 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, with or without cause, the Servicer may remove the Trustee and appoint
a successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the
successor trustee.
The Holders of Certificates having a Percentage Interest aggregating not
less than 51% of the aggregate Denomination of all Certificates may at any
time remove the Trustee and appoint a successor trustee by written instrument
or instruments, in triplicate, signed by such holders or their
attorneys-in-fact duly authorized, one complete set of which instrument or
instruments shall be delivered to the Servicer, one complete set to the
Trustee so removed and one complete set to the successor trustee so appointed.
Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section 8.8 shall become
effective only upon acceptance of appointment by the successor trustee as
provided in Section 8.9.
Section 8.9. SUCCESSOR TRUSTEE. Any successor trustee appointed as
provided in Section 8.8 shall execute, acknowledge and deliver to the
Servicer 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
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predecessor hereunder, with like effect as if originally named as trustee
herein. The predecessor trustee shall deliver or cause to be delivered to
the successor trustee all Mortgage Files and related documents and statements
held by it hereunder (other than any Mortgage Files at the time held by the
Custodian, if it shall agree to become the agent of any successor trustee
hereunder), and the Servicer and the predecessor trustee shall execute and
deliver such instruments and do such other things as may reasonably be
required for more fully and certainly vesting and confirming in the successor
trustee all such rights, powers, duties and obligations.
No successor trustee shall accept appointment as provided in this
Section 8.9 unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.7.
Upon acceptance of appointment by a successor trustee as provided in
this Section 8.9, the Servicer shall 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 Agency. If the Servicer fails
to mail such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed
at the expense of the Servicer.
Section 8.10. MERGER OR CONSOLIDATION OF TRUSTEE. Any Person into which
the Trustee may be merged or converted 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 Person succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such Person shall be
eligible under the provisions of Section 8.7, 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.
Section 8.11. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.
Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the
Trust Fund or property securing the same may at the time be located, the
Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved
by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee,
or separate trustee or separate trustees, of all or any part of the Trust
Fund, and to vest in such Person or Persons, in such capacity, such title to
the Trust Fund, or any part thereof, and, subject to the other provisions of
this Section 8.11, such powers, duties, obligations, rights and trusts as the
Servicer and the Trustee may consider necessary or desirable. If the
Servicer shall not have joined in such appointment within 15 days after the
receipt by it of a request so to do, or in case an Event of Default shall
have occurred and be continuing, the Trustee alone shall have the power to
make such appointment. Each co-trustee or separate trustee hereunder shall
not be required to meet the terms of eligibility as a successor trustee under
Section 8.7 hereunder but no notice to holders of Certificates of the
appointment of co-trustee(s) or separate trustee(s) shall be required under
Section 8.9 hereof.
In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.11, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee
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or co-trustee jointly, except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed (whether
as Trustee hereunder or as successor to the Servicer hereunder), the Trustee
shall be incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties and obligations (including the holding of
title to the Trust Fund or a portion thereof in any such jurisdiction) shall
be exercised and performed by such separate trustee or co-trustee at the
direction of the Trustee.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement
and the conditions of this Article VIII. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject
to all the provisions of this Agreement, specifically including every
provision of this Agreement relating to the conduct of, affecting the
liability of, or affording protection to, the Trustee. Every such instrument
shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. The Trustee shall not be
responsible for any action or inaction of any such separate trustee or
co-trustee. If any separate trustee or co-trustee shall die, become
incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to
the extent permitted by law, without the appointment of a new or successor
trustee.
The Trustee may appoint one or more Eligible Institutions to act as its
agent or agents to perform any or all of its duties and obligations under
this Agreement. Each such agent shall be subject to all of the provisions of
this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording
protection to, the Trustee.
Section 8.12. APPOINTMENT OF CUSTODIANS. The Trustee may, with the
consent of the Servicer, appoint one or more Custodians, not affiliated with
the Servicer, to review, pursuant to Section 2.2 hereof, and hold all or a
portion of the Mortgage Files as agent for the Trustee. Any Custodian
appointed shall be an institution subject to supervision by federal or state
authority, shall have combined capital and surplus of at least $50,000,000
and shall be qualified to do business in the jurisdiction in which it holds
any Mortgage File.
Section 8.13. AUTHENTICATING AGENT.
(a) The Trustee may appoint from time to time an authenticating
agent (the "Authenticating Agent") 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,
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such reference shall be deemed to include authentication on behalf of
the Trustee by the Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by the Authenticating
Agent. Any successor Authenticating Agent must be acceptable to the
Servicer and have a principal office and place of business in New York,
New York or Chicago, Illinois, have a combined capital and surplus of at
least $50,000,000, and be authorized to do a trust business and subject
to supervision or examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent 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 Authenticating Agent shall be a party, or any corporation
succeeding to all or substantially all of the corporate agency business
of the 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) The Authenticating Agent may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee and
to the Servicer. The Trustee may at any time terminate the agency of
the Authenticating Agent by giving written notice of termination to the
Authenticating Agent and to the Servicer. Upon receiving a notice of
resignation or upon such a termination, or in case at any time the
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.13, the Trustee promptly shall appoint a
successor Authenticating Agent, shall give written notice of such
appointment to the Servicer and shall mail notice of such appointment to
all Certificateholders. 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 herein. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or
liability for any action taken by it as such at the direction of the
Trustee. Any reasonable compensation paid to the Authenticating Agent
shall be a reimbursable expense under Section 8.6.
Section 8.14. BLOOMBERG. As soon as practicable after the Closing Date,
the Trustee or the Certificate Administrator, if any, will arrange with
Bloomberg to have the Depositor set up on Bloomberg to provide the
information set forth on Exhibit Q (the "Data") with respect to the Mortgage
Loans on a monthly basis in a format acceptable to Bloomberg and acceptable
to the Underwriters. During the term of this Agreement, the Trustee will
provide updated Data to Bloomberg on or before each Distribution Date.
Section 8.15. REPORTS TO SECURITIES AND EXCHANGE COMMISSION. Unless
otherwise directed by the Depositor in writing, the Certificate Administrator or
the Trustee, as applicable, shall prepare, sign and file with the Securities and
Exchange Commission, on behalf of the Depositor, (i) no later
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than ten days after each Distribution Date, the Certificateholders' Report on
the appropriate form and in the appropriate medium authorized or prescribed
therefor under the Exchange Act , (ii) no later than March 15 of each
calendar year, an annual report meeting the requirements of the Exchange Act
on the appropriate form and in the appropriate medium authorized or
prescribed therefor under the Exchange Act. The Trustee or the Certificate
Administrator, as applicable, shall promptly forward copies of all filings
made pursuant to this Section 8.15 to the Depositor.
ARTICLE IX
TERMINATION
Section 9.1. TERMINATION UPON PURCHASE BY THE DEPOSITOR OR LIQUIDATION
OF ALL MORTGAGE LOANS. The respective obligations and responsibilities of the
Servicer and the Trustee created hereby (other than the obligation to make
payments to Certificateholders as hereafter set forth in this Section 9.1 and
obligations to the Trustee in Sections 8.4 and 8.6) shall terminate upon the
earlier of (i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund and the disposition of all property acquired in respect of any
Mortgage Loan or (ii) the purchase by the Depositor of all Mortgage Loans at
a price equal to the sum of (a) the principal balance of each Mortgage Loan
plus accrued interest thereon at the applicable Pass-Through Rate to the next
scheduled Installment Due Date, less any Nonrecoverable Advances made with
respect to any such Mortgage Loans and (b) the fair market value of all
acquired property in respect of Mortgage Loans, less any Nonrecoverable
Advances made with respect to any such Mortgage Loans, such fair market value
to be determined by an appraiser selected by the Trustee or (iii) the
purchase by the Servicer, so long as the Servicer is the Depositor, of all
outstanding Certificates and delivery of such Certificates to the Trustee;
PROVIDED, HOWEVER, that in no event shall the trust 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, living on the date hereof; and provided further, that
a "plan of liquidation" of each of REMIC I and II in accordance with Section
860F of the Code must be adopted in conjunction with any termination effected
pursuant to subclauses (i), (ii), or (iii) of this Section 9.1.
The Depositor is hereby granted the right to purchase the Mortgage Loans
pursuant to clause (ii) above, provided however that such right shall be
conditioned upon the Principal Balances of such Mortgage Loans, at the time
of any such purchase, aggregating an amount less than 5% of the aggregate
Principal Balance of the Mortgage Loans on the Cut-off Date, after deduction
of payments due on or before such date.
Notice of any termination pursuant to clause (i) or (ii) above,
specifying the Distribution Date upon which all Certificateholders may
surrender their Certificates to the Trustee or its agent for payment and
cancellation, shall be given promptly by the Trustee or its agent (upon
direction by the Servicer no less than 10 days prior to the date such notice
is to be mailed) by letter to Certificateholders and the Rating Agency mailed
by first class mail no later than the 25th day of the month preceding the
month of such final distribution specifying (i) the Distribution Date upon
which
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final payment on the Certificates will be made upon presentation and
surrender of Certificates at the office or agency of the Trustee or the
Certificate Registrar therein designated, (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office or agency of the
Trustee or the Certificate Registrar therein specified. The Trustee or its
agent shall give such notice to the Certificate Registrar and the Rating
Agency at the time such notice is given to the Certificateholders. Upon any
such termination, the duties of the Certificate Registrar shall also
terminate. In the event such notice is given in connection with the
Depositor's election to purchase, the Depositor shall deposit in the
Certificate Account on the related Withdrawal Date an amount equal to the
above-described purchase price and upon such deposit Certificateholders will
be entitled to the amount of such purchase price but not amounts in excess
thereof, all as provided herein. Upon presentation and surrender of the
Certificates pursuant to any termination under this Section 9.1, the Trustee
or Paying Agent shall cause to be distributed to Certificateholders an amount
equal to (a) the amount otherwise distributable on such Distribution Date, if
not in connection with a purchase; or (b) if the Depositor elected to so
purchase, the purchase price calculated as above provided. Upon any
termination pursuant to clause (iii) above, or upon certification to the
Trustee by a Servicing Officer following such final deposit, the Trustee and
any Custodians shall promptly release to the Servicer the Mortgage Files for
the remaining Mortgage Loans, and the Trustee shall execute all assignments,
endorsements and other instruments necessary to effectuate such transfer.
In the event that all of the Certificateholders shall not surrender
their Certificates for cancellation within three months after the time
specified in the above-mentioned written notice, the Trustee or its agent
shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final
distribution with respect thereto. If within three months after the second
notice all the Certificates shall not have been surrendered for cancellation,
the Trustee or its agent shall take appropriate and reasonable steps as
directed by the Servicer, to contact the remaining Certificateholders
concerning surrender of their Certificates, and the cost thereof shall be
paid out of the funds and other assets which remain in trust hereunder.
Section 9.2. TRUSTS IRREVOCABLE. Except as expressly provided herein,
all trusts created hereby are irrevocable.
Section 9.3. ADDITIONAL TERMINATION REQUIREMENTS.
(a) In the event the Depositor exercises its purchase option as
provided in Section 9.1, the Trust Fund shall be terminated in
accordance with the following additional requirements, unless the
Trustee and the Certificate Administrator have received an Opinion of
Counsel to the effect that the failure of the Trust Fund to comply with
the requirements of this Section 9.3 will not (i) result in the
imposition of taxes on "prohibited transactions" of REMIC I or REMIC II
of the Trust Fund as described in Section 860F(a)(2) of the Code, or
(ii) cause either REMIC I or REMIC II of the Trust Fund to fail to
qualify as a REMIC at any time that any Certificates are outstanding:
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(A) Within 90 days prior to the final Distribution Date
set forth in the notice given by the Depositor under Section 9.1,
the Tax Matters Person shall prepare the documents associated with
and shall adopt a plan of complete liquidation of each of REMIC I
and REMIC II of the Trust Fund; and
(B) At or after the time of adoption of such a plan of
complete liquidation and at or prior to the final Distribution
Date, the Servicer as agent of the Trustee shall sell all of the
assets of the Trust Fund to the Depositor for cash in accordance
with such plan of liquidation; PROVIDED, HOWEVER, that in the
event that a calendar quarter ends after the time of adoption of
such a plan of complete liquidation but prior to the final
Distribution Date, the Servicer shall not sell any of the assets
of the Trust Fund prior to the close of that calendar quarter.
(b) The Tax Matters Person hereby agrees to adopt such a plan of
complete liquidation and to take such other action in connection
therewith as may be reasonably requested by the Servicer.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.1. AMENDMENT. This Agreement may be amended from time to
time by the Depositor and the Trustee, without the consent of any of the
Certificateholders, (a) to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising
under this Agreement, or (b) to modify, eliminate or add to any provisions to
such extent as shall be necessary to maintain the qualification of the Trust
Fund as a REMIC at all times that any Class A or Subordinate Certificates are
outstanding, provided that the Trustee has received an Opinion of Counsel to
the effect that such action is necessary or desirable to maintain such
qualification, provided that such action under clauses (a) and (b) above
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder.
This Agreement may also be amended from time to time by the Depositor
and the Trustee with the consent of the Holders of Certificates evidencing,
in aggregate, not less than 50% of the Trust Fund for the purpose of adding
any provisions 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 of
Certificates; PROVIDED, HOWEVER, that no such amendment shall (a) reduce in
any manner the amount of, or delay the timing of, payments received on
Mortgage Loans which are required to be distributed in respect of any
Certificate without the consent of the Holder of such Certificate; (b)
adversely affect in any material respect the interest of the Holders of the
Class A Certificates in a manner other than as described in (a) above without
the consent of the Holders of Class A Certificates aggregating not less than
66-2/3% of the aggregate Percentage Interest evidenced by all Class A
Certificates; (c) adversely affect in any material respect the interest of
the Holders of the
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Subordinate Certificates in a manner other than as described in clause (a)
above without the consent of the Holders of Subordinate Certificates
aggregating not less than 66-2/3% of the aggregate Percentage Interest
evidenced by all Subordinate Certificates; (d) adversely affect in any
material respect the interest of the Class R Certificateholder without the
consent of the Holders of the Class R Certificate; (e) change in any material
respect the rights and obligations of the Servicer or successor Servicer
under this Agreement without the prior written consent of such party; or (f)
reduce the aforesaid percentage of the Certificates the Holders of which are
required to consent to any such amendments without the consent of the Holders
of all Certificates then outstanding; provided, that for the purposes of this
Agreement, the Holder of the Class R Certificate shall have no right to vote
at all times that any Class A or Subordinate Certificates are outstanding if
such amendment relates to the modification, elimination or addition of any
provision necessary to maintain the qualification of the Trust Fund as a
REMIC.
Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have
first received an Opinion of Counsel to the effect that such amendment will
not cause either REMIC I or REMIC II of the Trust Fund to fail to qualify as
a REMIC at any time that any REMIC I Regular Interests or REMIC II
Certificates are outstanding.
As soon as practicable after the execution of any such amendment, the
Trustee shall furnish written notification of the substance of such amendment
to each Certificateholder and the Rating Agency.
It shall not be necessary for the consent of the Certificateholders
under this Section 10.1 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 Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
Prior to the execution of any amendment to this Agreement, the Trustee
shall be entitled to receive and rely upon an opinion of counsel stating that
the execution of such amendment is authorized or permitted by this Agreement.
The Trustee may, but shall not be obligated to, enter into any such amendment
which affects the Trustee's own rights, duties or immunities under this
Agreement.
Section 10.2. RECORDATION OF AGREEMENT. This Agreement (or an abstract
hereof, if acceptable by the applicable recording office) 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
properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Servicer at its expense, but only after the Depositor has
delivered to the Trustee an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
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For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts
shall be deemed to be an original, and such counterparts shall constitute but
one and the same instrument.
Section 10.3. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or the 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 the 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.
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 default
and of the continuance thereof, as hereinbefore provided, and unless all of
the Holders of Certificates evidencing, in aggregate, not less than 25% of
the Trust Fund 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 costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 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; 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 10.3, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.
Section 10.4. GOVERNING LAW; JURISDICTION. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES), AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
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Section 10.5. NOTICES. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by certified or registered mail, return
receipt requested (a) in the case of the Depositor, to ABN AMRO Mortgage
Corporation, 181 West Madison Street, Suite 3250, Chicago, Illinois 60602,
Attention: Maria Fregosi -- Director - ABN AMRO Mortgage Operations, or such
other address as may hereafter be furnished to the Servicer and the Trustee
in writing by the Depositor, (b) in the case of the Servicer, to LaSalle Home
Mortgage Corporation, 4242 North Harlem Avenue, Norridge, Illinois 60634,
Attention: Servicer, or such other address as may hereafter be furnished to
the Depositor and the Trustee in writing by the Servicer, (c) in the case of
the Trustee, to the Corporate Trust Office, or such other address as may
hereafter be furnished to the Depositor and the Servicer in writing by the
Trustee, in each case Attention: Corporate Trust Department, (d) in the case
of S&P, to Standard & Poor's Rating Services, 26 Broadway, 10th Floor, New
York, New York 10004-1064, Attention: Residential Mortgage Surveillance
Group, or such other address as may hereinafter be furnished to the Depositor
in writing by S&P and (e) in the case of DCR, to Duff & Phelps Credit Rating
Company, 55 East Monroe Street, 38th Floor, Chicago, Illinois 60603,
Attention: MBS Monitoring, or such other address as may hereinafter be
furnished to the Depositor in writing by DCR. Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the
Certificate Register. Any notice mailed or transmitted within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the addressee receives such notice; PROVIDED THAT any
demand, notice or communication to or upon the Depositor, the Servicer or the
Trustee shall not be effective until received.
Section 10.6. SEVERABILITY OF PROVISIONS. 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.
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IN WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have
caused their names to be signed hereto by their respective officers thereunto
duly authorized, all as of the day and year first above written.
ABN AMRO MORTGAGE CORPORATION,
as Depositor
By /s/________________________
Its ________________________
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee
By /s/________________________
Its ________________________
LASALLE HOME MORTGAGE CORPORATION,
as Servicer
By /s/________________________
Its ________________________
<PAGE>
STATE OF ___________ )
: ss.:
COUNTY OF _________ )
On ________________, 199__ before me, ____________________________,
personally appeared _______________________, a ___________________ of ABN
AMRO Mortgage Corporation, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal
Signature ____________________________ (Seal)
<PAGE>
STATE OF _________ )
: ss.:
COUNTY OF ________ )
On the ___ of ______, 199__ before me, personally appeared
_______________ known to me to be ____________ of _________________________,
one of the corporations that executed the within instrument and also known to
me to be the person 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.
______________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF _________ )
: ss.:
COUNTY OF ________ )
On this ___ day of ______, 199__, before me, personally appeared
______________, known to me to be _______________ of
_______________________________, one of the corporations that executed the
within instrument and also known to me to be the person 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.
______________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
EXHIBIT A
FORMS OF CERTIFICATES
A-1
<PAGE>
Exhibit A-1
CUSIP __________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-1
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents beneficial ownership of "regular interests" in a
"real estate mortgage investment conduit," as those terms are defined in
Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is June [25],
1998. The rate at which interest is payable as of the Issue Date with respect
to this Certificate is variable.
Series 1998-2
Portion of the Class IA-1 Principal Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IA-1 Remittance Rate:Variable $
Cut-Off Date: June 1, 1998
First Distribution Date: July [27], 1998
Last Scheduled Distribution Date: July [25], 2028
Class IA-1 Principal Balance as of the Cut-Off Date:
$____________________
________________
Registered Owner Certificate No.__
A-1-1
<PAGE>
[OID LEGEND
This certificate was issued on [June 25, 1998] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue
price as a percentage of original certificate [notional] principal balance of
___% and OID allocable to the initial short accrual period of $___________
per $1,000 of original certificate [notional] principal balance. The
prepayment assumption used by the issuer in pricing this certificate is ___%
[PSA, CPR]. The yield to maturity was based upon fractional monthly
compounding taking into account the initial short accrual period.]
A-1-2
<PAGE>
Exhibit A-2
CUSIP ___________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-2
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June [25], 1998. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 6.40% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1998-2
Portion of the Class IA-2 Principal Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IA-2 Remittance Rate: 6.40% $.
Cut-Off Date: June 1, 1998
First Distribution Date: July [27], 1998
Last Scheduled Distribution Date: July [25], 2028
Class IA-2 Principal Balance as of the Cut-Off Date:
$____________________
-----------------------
Registered Owner Certificate No.
-----
A-2-1
<PAGE>
[OID LEGEND
This certificate was issued on [June 25, 1998] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.]
A-2-2
<PAGE>
Exhibit A-3
CUSIP ___________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-3
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June [25], 1998. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 6.40% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1998-2
Portion of the Class IA-3 Principal Balance as of the Cut-Off Date
evidenced by this Certificate:
Class I-A-1 Remittance Rate: 6.40% $.
Cut-Off Date: June 1, 1998
First Distribution Date: July [27], 1998
Last Scheduled Distribution Date: July [25], 2028
Class IA-3 Principal Balance as of the Cut-Off Date:
$____________________
--------------------------
Registered Owner Certificate No.__
A-3-1
<PAGE>
[OID LEGEND
This certificate was issued on [June 25, 1998] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.]
A-3-2
<PAGE>
Exhibit A-4
CUSIP ___________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-4
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June [25], 1998. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 6.40% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1998-2
Portion of the Class IA-4 Principal Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IA-4 Remittance Rate: 6.40% $.
Cut-Off Date: June 1, 1998
First Distribution Date: July [27], 1998
Last Scheduled Distribution Date: May [25], 2005
Class IA-4 Principal Balance as of the Cut-Off Date:
$____________________
--------------------------
Registered Owner Certificate No.__
A-4-1
<PAGE>
[OID LEGEND
This certificate was issued on [June 25, 1998] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.]
A-4-2
<PAGE>
Exhibit A-5
CUSIP___________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-5
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June [25], 1998. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 7.00% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1998-2
Portion of the Class IA-5 Principal Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IA-5 Remittance Rate: 7.00% $.
Cut-Off Date: June 1, 1998
First Distribution Date: July [27], 1998
Last Scheduled Distribution Date: July [25], 2028
Class IA-5 Principal Balance as of the Cut-Off Date:
$____________________
------------------------
Registered Owner Certificate No.__
A-5-1
<PAGE>
[OID LEGEND
This certificate was issued on [June 25, 1998] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.]
A-5-2
<PAGE>
Exhibit A-6
CUSIP ___________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-6
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June [25], 1998. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 7.00% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1998-2
Portion of the Class IA-6 Principal Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IA-6 Remittance Rate: 7.00% $.
Cut-Off Date: June 1, 1998
First Distribution Date: July [27], 1998
Last Scheduled Distribution Date: July [25], 2028
Class IA-6 Principal Balance as of the Cut-Off Date:
$____________________
-----------------------
Registered Owner Certificate No.__
A-6-1
<PAGE>
[OID LEGEND
This certificate was issued on [June 25, 1998] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.]
A-6-2
<PAGE>
Exhibit A-7
CUSIP ___________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-7
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June [25], 1998. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 6.40% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1998-2
Portion of the Class IA-7 Principal Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IA-7 Remittance Rate: 6.40% $.
Cut-Off Date: June 1, 1998
First Distribution Date: July [27], 1998
Last Scheduled Distribution Date: July [25], 2028
Class IA-7 Principal Balance as of the Cut-Off Date:
$____________________
----------------------
Registered Owner Certificate No.__
A-7-1
<PAGE>
[OID LEGEND
This certificate was issued on [June 25, 1998] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.]
A-7-2
<PAGE>
Exhibit A-8
CUSIP ___________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-8
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June [25], 1998. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 6.40% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1998-2
Portion of the Class IA-8 Principal Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IA-8 Remittance Rate: 6.40% $.
Cut-Off Date: June 1, 1998
First Distribution Date: July [27], 1998
Last Scheduled Distribution Date: July [25], 2028
Class IA-8 Principal Balance as of the Cut-Off Date:
$____________________
----------------------
Registered Owner Certificate No.__
A-8-1
<PAGE>
[OID LEGEND
This certificate was issued on [June 25, 1998] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.]
A-8-2
<PAGE>
Exhibit A-9
CUSIP ___________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-9
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June [25], 1998. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 6.40% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1998-2
Portion of the Class IA-9 Principal Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IA-9 Remittance Rate: 6.40% $.
Cut-Off Date: June 1, 1998
First Distribution Date: July [27], 1998
Last Scheduled Distribution Date: July [25], 2028
Class IA-9 Principal Balance as of the Cut-Off Date:
$____________________
--------------------------
Registered Owner Certificate No.__
A-9-1
<PAGE>
[OID LEGEND
This certificate was issued on [June 25, 1998] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.]
A-9-2
<PAGE>
Exhibit A-10
CUSIP ___________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-10
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June [25], 1998. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 6.75% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1998-2
Portion of the Class IA-10 Principal Balance as
of the Cut-Off Date evidenced by this Certificate:
Class IA-10 Remittance Rate: 6.75% $.
Cut-Off Date: June 1, 1998
First Distribution Date: July [27], 1998
Last Scheduled Distribution Date: July [25], 2028
Class IA-10 Principal Balance as of the Cut-Off Date:
$____________________
------------------------
Registered Owner Certificate No.__
A-10-1
<PAGE>
[OID LEGEND
This certificate was issued on [June 25, 1998] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.]
A-10-2
<PAGE>
Exhibit A-11
CUSIP ___________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-11
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June [25], 1998. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 6.75% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1998-2
Portion of the Class IA-11 Principal Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IA-11 Remittance Rate: 6.75% $.
Cut-Off Date: June 1, 1998
First Distribution Date: July [27], 1998
Last Scheduled Distribution Date: July [25], 2028
Class IA-11 Principal Balance as of the Cut-Off Date:
$____________________
-----------------------
Registered Owner Certificate No.__
A-11-1
<PAGE>
[OID LEGEND
This certificate was issued on [June 25, 1998] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.]
A-11-2
<PAGE>
Exhibit A-12
CUSIP ___________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-12
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June [25], 1998. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 6.75% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1998-2
Portion of the Class IA-12 Principal Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IA-12 Remittance Rate: 6.75% $.
Cut-Off Date: June 1, 1998
First Distribution Date: July [27], 1998
Last Scheduled Distribution Date: July [25], 2028
Class IA-12 Principal Balance as of the Cut-Off Date:
$____________________
-------------------------
Registered Owner Certificate No.__
A-12-1
<PAGE>
[OID LEGEND
This certificate was issued on [June 25, 1998] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.]
A-12-2
<PAGE>
Exhibit A-13
CUSIP ___________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-13
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June [25], 1998. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 6.75% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1998-2
Portion of the Class IA-13 Principal Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IA-13 Remittance Rate: 6.75% $.
Cut-Off Date: June 1, 1998
First Distribution Date: July [27], 1998
Last Scheduled Distribution Date: July [25], 2028
Class IA-13 Principal Balance as of the Cut-Off Date:
$____________________
Registered Owner Certificate No.__
A-13-1
<PAGE>
[OID LEGEND
This certificate was issued on [June 25, 1998] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.]
A-13-2
<PAGE>
Exhibit A-14
CUSIP ___________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-14
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June [25], 1998. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 6.75% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1998-2
Portion of the Class IA-14 Principal Balance as of the Cut-Off
Date evidenced by this Certificate:
Class IA-14 Remittance Rate: 6.75% $.
Cut-Off Date: June 1, 1998
First Distribution Date: July [27], 1998
Last Scheduled Distribution Date: July [25], 2028
Class IA-14 Principal Balance as of the Cut-Off Date:
$____________________
------------------------
Registered Owner Certificate No.__
A-14-1
<PAGE>
[OID LEGEND
This certificate was issued on [June 25, 1998] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.]
A-14-2
<PAGE>
Exhibit A-15
CUSIP___________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-X
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is June [25], 1998. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 6.75% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1998-2
Portion of the Class IA-X Notional
Amount as of the Cut-Off Date
evidenced by this Certificate:
$--------------------------------
Class IA-X Remittance Rate: 6.75%
applied to the Class IA-X Notional Amount
Cut-Off Date: June 1, 1998
First Distribution Date: July [27], 1998
Last Scheduled Distribution Date: July
[25], 2028
A-15-1
<PAGE>
Class IA-X Principal Balance as of the
Cut-Off Date:
$____________________
Class IA-X Notional Amount as of the Cut-
Off Date:
$____________________
||||
---------------------
Registered Owner Certificate No. _____
A-15-2
<PAGE>
[OID LEGEND
This certificate was issued on [June 25, 1998] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.]
A-15-3
<PAGE>
Exhibit A-16
[Reserved.]
A-16-1
<PAGE>
Exhibit A-17
CUSIP ___________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIA-1
Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is June [25],
1998. The rate at which interest is payable as of the Issue Date with
respect to this Certificate is 6.50% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1998-2
Portion of the Class IIA-1 Principal Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IIA-1 Remittance Rate: 6.50% $
Cut-Off Date: June 1, 1998
First Distribution Date: July [27], 1998
Last Scheduled Distribution Date: July [25], 2013
Class IIA-1 Principal Balance as of the Cut-Off Date:
$____________________
________________
Registered Owner Certificate No.
A-17-1
<PAGE>
[OID LEGEND
This certificate was issued on [June 25, 1998] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.]
A-17-2
<PAGE>
Exhibit A-18
CUSIP ___________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIA-X
Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is June [25],
1998. The rate at which interest is payable as of the Issue Date with
respect to this Certificate is 6.50% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or
its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or such other name
as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
||||
Series 1998-2 Portion of the Class IIA-X Notional
Amount as of the Cut-Off Date
evidenced by this Certificate:
Class IIA-X Remittance Rate: 6.50% $__________________________________
applied to the Class IIA-X Notional
Amount
Cut-Off Date: June 1, 1998
First Distribution Date: July [27], 1998
Last Scheduled Distribution Date: July
[25], 2013
A-18-1
<PAGE>
Class IIA-X Principal Balance as of the
Cut-Off Date:
$____________________
Class IIA-X Notional Amount as of the
Cut-Off Date:
$____________________
||||
__________________
Registered Owner Certificate No. ___
A-18-2
<PAGE>
[OID LEGEND
This certificate was issued on [June 25, 1998] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.]
A-18-3
<PAGE>
Exhibit A-19
CUSIP ____________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIA-P
Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as
amended. The issue date (the "Issue Date") of this Certificate is June [25],
1998. Interest is not payable with respect to this Certificate.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1998-2
Portion of the Class IIA-P Principal Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IIA-P Remittance Rate: 0.00%
$ _____________________________________________________________________
Cut-Off Date: June 1, 1998
First Distribution Date: July [27], 1998
Last Scheduled Distribution Date: July [25], 2013
Class IIA-P Principal Balance as of the Cut-Off Date:
$____________________
_________________
Registered Owner Certificate No. _____
A-19-1
<PAGE>
[OID LEGEND
This certificate was issued on [June 25, 1998] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue
price as a percentage of original certificate [notional] principal balance of
___% and OID allocable to the initial short accrual period of $___________
per $1,000 of original certificate [notional] principal balance. The
prepayment assumption used by the issuer in pricing this certificate is ___%
[PSA, CPR]. The yield to maturity was based upon fractional monthly
compounding taking into account the initial short accrual period.]
A-19-2
<PAGE>
Exhibit A-20
CUSIP_____________
MORTGAGE PASS-THROUGH CERTIFICATE
Class M
Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended
(the "Code"). The issue date (the "Issue Date") of this Certificate is June
[25], 1998. The rate at which interest is payable as of the Issue Date with
respect to this Certificate is variable.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
IN THE CASE OF ANY CLASS M CERTIFICATE PRESENTED FOR REGISTRATION IN THE
NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY
SUCH PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH
PLAN TO EFFECT SUCH ACQUISITION, THE TRUSTEE OR CERTIFICATE REGISTRAR
SHALL REQUIRE SUCH TRANSFEREE TO PROVIDE AN OFFICER'S CERTIFICATE SIGNED
BY A RESPONSIBLE OFFICER OF SUCH TRANSFEREE STATING THAT THE TRANSFEREE
IS AN INSURANCE COMPANY USING ASSETS OF AN "INSURANCE COMPANY GENERAL
ACCOUNT" (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION ("PTCE") 95-60) TO EFFECT SUCH PURCHASE AND
SATISFIES ALL OF THE REQUIREMENTS FOR EXEMPTIVE RELIEF UNDER SECTIONS I
AND III OF PTCE 95-60, WHICH OFFICER'S CERTIFICATE SHALL NOT BE AN
EXPENSE OF THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, IF ANY, OR THE
DEPOSITOR.
The Class M Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in
the Pooling Agreement.
Series 1998-2
Portion of the Class M Principal Balance as of the Cut-Off Date
evidenced by this Certificate:
A-20-1
<PAGE>
$
Class M Remittance Rate: The Remittance Rate on the
Subordinate Certificates will equal on any Distribution Date,
the quotient expressed as a percentage of (a) the sum of
(i) the product of (x) 6.75% and (y) the Group I Subordinate
Amount (as defined herein) and (ii) the product of (x) 6.50%
and (y) the Group II Subordinate Amount (as defined herein),
over (b) the sum of (i) the Group I Subordinate Amount
and (ii) the Group II Subordinate Amount.
Cut-Off Date: June 1, 1998
First Distribution Date: July [27], 1998
Last Scheduled Distribution Date: July [25], 2028
Class M Principal Balance as of the Cut-Off Date:
$____________________
__________________
Registered Owner Certificate No. _____
A-20-2
<PAGE>
[OID LEGEND
This certificate was issued on [June 25, 1998] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue
price as a percentage of original certificate [notional] principal balance of
___% and OID allocable to the initial short accrual period of $___________
per $1,000 of original certificate [notional] principal balance. The
prepayment assumption used by the issuer in pricing this certificate is ___%
[PSA, CPR]. The yield to maturity was based upon fractional monthly
compounding taking into account the initial short accrual period.]
A-20-3
<PAGE>
Exhibit A-21
CUSIP _____________
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-1
Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended
(the "Code"). The issue date (the "Issue Date") of this Certificate is June
[25], 1998. The rate at which interest is payable as of the Issue Date with
respect to this Certificate is Variable.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
IN THE CASE OF ANY CLASS B-1 CERTIFICATE PRESENTED FOR REGISTRATION IN
THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY
SUCH PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH
PLAN TO EFFECT SUCH ACQUISITION, THE TRUSTEE OR CERTIFICATE REGISTRAR
SHALL REQUIRE SUCH TRANSFEREE TO PROVIDE AN OFFICER'S CERTIFICATE SIGNED
BY A RESPONSIBLE OFFICER OF SUCH TRANSFEREE STATING THAT THE TRANSFEREE
IS AN INSURANCE COMPANY USING ASSETS OF AN "INSURANCE COMPANY GENERAL
ACCOUNT" (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION ("PTCE") 95-60) TO EFFECT SUCH PURCHASE AND
SATISFIES ALL OF THE REQUIREMENTS FOR EXEMPTIVE RELIEF UNDER SECTIONS I
AND III OF PTCE 95-60, WHICH OFFICER'S CERTIFICATE SHALL NOT BE AN
EXPENSE OF THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, IF ANY, OR THE
DEPOSITOR.
The Class B-1 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in
the Pooling Agreement.
Series 1998-2
Portion of the Class B-1 Principal Balance as of the Cut-Off Date
evidenced by this Certificate:
A-21-1
<PAGE>
$
Class B-1 Remittance Rate: The Remittance Rate on the
Subordinate Certificates will equal on any Distribution Date,
the quotient expressed as a percentage of (a) the sum of
(i) the product of (x) 6.75% and (y) the Group I Subordinate
Amount (as defined herein) and (ii) the product of (x) 6.50%
and (y) the Group II Subordinate Amount (as defined herein),
over (b) the sum of (i) the Group I Subordinate Amount
and (ii) the Group II Subordinate Amount.
Cut-Off Date: June 1, 1998
First Distribution Date: July [27], 1998
Last Scheduled Distribution Date: July [25], 2028
Class B-1 Principal Balance as of the Cut-Off Date:
$____________________
__________________
Registered Owner Certificate No. ______
A-21-2
<PAGE>
[OID LEGEND
This certificate was issued on [June 25, 1998] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue
price as a percentage of original certificate [notional] principal balance of
___% and OID allocable to the initial short accrual period of $___________
per $1,000 of original certificate [notional] principal balance. The
prepayment assumption used by the issuer in pricing this certificate is ___%
[PSA, CPR]. The yield to maturity was based upon fractional monthly
compounding taking into account the initial short accrual period.]
A-21-3
<PAGE>
Exhibit A-22
CUSIP ___________
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-2
Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended
(the "Code"). The issue date (the "Issue Date") of this Certificate is June
[25], 1998. The rate at which interest is payable as of the Issue Date with
respect to this Certificate is variable.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
IN THE CASE OF ANY CLASS B-2 CERTIFICATE PRESENTED FOR REGISTRATION IN
THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY
SUCH PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH
PLAN TO EFFECT SUCH ACQUISITION, THE TRUSTEE OR CERTIFICATE REGISTRAR
SHALL REQUIRE SUCH TRANSFEREE TO PROVIDE AN OFFICER'S CERTIFICATE SIGNED
BY A RESPONSIBLE OFFICER OF SUCH TRANSFEREE STATING THAT THE TRANSFEREE
IS AN INSURANCE COMPANY USING ASSETS OF AN "INSURANCE COMPANY GENERAL
ACCOUNT" (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION ("PTCE") 95-60) TO EFFECT SUCH PURCHASE AND
SATISFIES ALL OF THE REQUIREMENTS FOR EXEMPTIVE RELIEF UNDER SECTIONS I
AND III OF PTCE 95-60, WHICH OFFICER'S CERTIFICATE SHALL NOT BE AN
EXPENSE OF THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, IF ANY, OR THE
DEPOSITOR.
The Class B-2 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.
Series 1998-2
Portion of the Class B-2 Principal Balance as of the Cut-Off Date
evidenced by this Certificate:
A-22-1
<PAGE>
$
Class B-2 Remittance Rate: The Remittance Rate on the
Subordinate Certificates will equal on any Distribution Date,
the quotient expressed as a percentage of (a) the sum of
(i) the product of (x) 6.75% and (y) the Group I Subordinate
Amount (as defined herein) and (ii) the product of (x) 6.50%
and (y) the Group II Subordinate Amount (as defined herein),
over (b) the sum of (i) the Group I Subordinate Amount
and (ii) the Group II Subordinate Amount.
Cut-Off Date: June 1, 1998
First Distribution Date: July [27], 1998
Last Scheduled Distribution Date: July [25], 2028
Class B-2 Principal Balance as of the Cut-Off Date:
$____________________
__________________
Registered Owner Certificate No.______
A-22-2
<PAGE>
[OID LEGEND
This certificate was issued on [June 25, 1998] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue
price as a percentage of original certificate [notional] principal balance of
___% and OID allocable to the initial short accrual period of $___________
per $1,000 of original certificate [notional] principal balance. The
prepayment assumption used by the issuer in pricing this certificate is ___%
[PSA, CPR]. The yield to maturity was based upon fractional monthly
compounding taking into account the initial short accrual period.]
A-22-3
<PAGE>
Exhibit A-23
CUSIP _____________
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-3
Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended
(the "Code"). The issue date (the "Issue Date") of this Certificate is June
[25], 1998. The rate at which interest is payable as of the Issue Date with
respect to this Certificate is variable.
IN THE CASE OF ANY CLASS B-3 CERTIFICATE PRESENTED FOR REGISTRATION IN
THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY
SUCH PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH
PLAN TO EFFECT SUCH ACQUISITION, THE TRUSTEE OR CERTIFICATE REGISTRAR
SHALL REQUIRE SUCH TRANSFEREE TO PROVIDE AN OFFICER'S CERTIFICATE SIGNED
BY A RESPONSIBLE OFFICER OF SUCH TRANSFEREE STATING THAT THE TRANSFEREE
IS AN INSURANCE COMPANY USING ASSETS OF AN "INSURANCE COMPANY GENERAL
ACCOUNT" (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION ("PTCE") 95-60) TO EFFECT SUCH PURCHASE AND
SATISFIES ALL OF THE REQUIREMENTS FOR EXEMPTIVE RELIEF UNDER SECTIONS I
AND III OF PTCE 95-60, WHICH OFFICER'S CERTIFICATE SHALL NOT BE AN
EXPENSE OF THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, IF ANY, OR THE
DEPOSITOR.
The Class B-3 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.
Series 1998-2
Portion of the Class B-3 Principal Balance as of the Cut-Off Date
evidenced by this Certificate:
$
Class B-3 Remittance Rate: The Remittance Rate on the
Subordinate Certificates will equal on any Distribution Date,
the quotient expressed as a percentage of (a) the sum of
(i) the product of (x) 6.75% and (y) the Group I Subordinate
Amount (as defined herein) and (ii) the product of (x) 6.50%
and (y) the Group II Subordinate Amount (as defined herein),
over (b) the sum of (i) the Group I Subordinate Amount
and (ii) the Group II Subordinate Amount.
A-23-1
<PAGE>
Cut-Off Date: June 1, 1998
First Distribution Date: July [27], 1998
Last Scheduled Distribution Date: July [25], 2028
Class B-3 Principal Balance as of the Cut-Off Date:
$____________________
_________________
Registered Owner Certificate No. ______
A-23-2
<PAGE>
[OID LEGEND
This certificate was issued on [June 25, 1998] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.]
A-23-3
<PAGE>
Exhibit A-24
CUSIP ____________
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-4
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended (the
"Code"). The issue date (the "Issue Date") of this Certificate is June [25],
1998. The rate at which interest is payable as of the Issue Date with respect
to this Certificate is variable.
IN THE CASE OF ANY CLASS B-4 CERTIFICATE PRESENTED FOR REGISTRATION IN
THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY
SUCH PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH
PLAN TO EFFECT SUCH ACQUISITION, THE TRUSTEE OR CERTIFICATE REGISTRAR
SHALL REQUIRE SUCH TRANSFEREE TO PROVIDE AN OFFICER'S CERTIFICATE SIGNED
BY A RESPONSIBLE OFFICER OF SUCH TRANSFEREE STATING THAT THE TRANSFEREE
IS AN INSURANCE COMPANY USING ASSETS OF AN "INSURANCE COMPANY GENERAL
ACCOUNT" (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION ("PTCE") 95-60) TO EFFECT SUCH PURCHASE AND
SATISFIES ALL OF THE REQUIREMENTS FOR EXEMPTIVE RELIEF UNDER SECTIONS I
AND III OF PTCE 95-60, WHICH OFFICER'S CERTIFICATE SHALL NOT BE AN
EXPENSE OF THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, IF ANY, OR THE
DEPOSITOR.
The Class B-4 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.
Series 1998-2
Portion of the Class B-4 Principal Balance as of the Cut-Off Date
evidenced by this Certificate:
$
Class B-4 Remittance Rate: The Remittance Rate on the
Subordinate Certificates will equal on any Distribution Date,
the quotient expressed as a percentage of (a) the sum of
(i) the product of (x) 6.75% and (y) the Group I Subordinate
Amount (as defined herein) and (ii) the product of (x) 6.50%
and (y) the Group II Subordinate Amount (as defined herein),
over (b) the sum of (i) the Group I Subordinate Amount
A-24-1
<PAGE>
and (ii) the Group II Subordinate Amount.
Cut-Off Date: June 1, 1998
First Distribution Date: July [__], 1998
Last Scheduled Distribution Date: July [__], 2028
Class B-4 Principal Balance as of the Cut-Off Date:
$____________________
__________________
Registered Owner Certificate No. ______
A-24-2
<PAGE>
[OID LEGEND
This certificate was issued on [June 25, 1998] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.]
A-24-3
<PAGE>
Exhibit A-25
CUSIP ______________
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-5
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended (the
"Code"). The issue date (the "Issue Date") of this Certificate is June [25],
1998. The rate at which interest is payable as of the Issue Date with respect
to this Certificate is variable.
IN THE CASE OF ANY CLASS B-5 CERTIFICATE PRESENTED FOR REGISTRATION IN
THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY
SUCH PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH
PLAN TO EFFECT SUCH ACQUISITION, THE TRUSTEE OR CERTIFICATE REGISTRAR
SHALL REQUIRE SUCH TRANSFEREE TO PROVIDE AN OFFICER'S CERTIFICATE SIGNED
BY A RESPONSIBLE OFFICER OF SUCH TRANSFEREE STATING THAT THE TRANSFEREE
IS AN INSURANCE COMPANY USING ASSETS OF AN "INSURANCE COMPANY GENERAL
ACCOUNT" (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION ("PTCE") 95-60) TO EFFECT SUCH PURCHASE AND
SATISFIES ALL OF THE REQUIREMENTS FOR EXEMPTIVE RELIEF UNDER SECTIONS I
AND III OF PTCE 95-60, WHICH OFFICER'S CERTIFICATE SHALL NOT BE AN
EXPENSE OF THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, IF ANY, OR THE
DEPOSITOR.
The Class B-5 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.
Series 1998-2
Portion of the Class B-5 Principal Balance as of the Cut-Off Date
evidenced by this Certificate:
$
Class B-5 Remittance Rate: The Remittance Rate on the
Subordinate Certificates will equal on any Distribution Date,
the quotient expressed as a percentage of (a) the sum of
(i) the product of (x) 6.75% and (y) the Group I Subordinate
Amount (as defined herein) and (ii) the product of (x) 6.50%
and (y) the Group II Subordinate Amount (as defined herein),
over (b) the sum of (i) the Group I Subordinate Amount
and (ii) the Group II Subordinate Amount.
A-25-1
<PAGE>
Cut-Off Date: June 1, 1998
First Distribution Date: July [__], 1998
Last Scheduled Distribution Date: July [__], 2028
Class B-5 Principal Balance as of the Cut-Off Date:
$____________________
_________________
Registered Owner Certificate No. _____
A-25-2
<PAGE>
[OID LEGEND
This certificate was issued on [June 25, 1998] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue
price as a percentage of original certificate [notional] principal balance of
___% and OID allocable to the initial short accrual period of $___________
per $1,000 of original certificate [notional] principal balance. The
prepayment assumption used by the issuer in pricing this certificate is ___%
[PSA, CPR]. The yield to maturity was based upon fractional monthly
compounding taking into account the initial short accrual period.]
A-25-3
<PAGE>
EXHIBIT B
FORM OF RESIDUAL CERTIFICATE
CUSIP [__________]
MORTGAGE PASS-THROUGH CERTIFICATE
Class R
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE DEPOSITOR AND
THE CERTIFICATE REGISTRAR THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE UNITED
STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), OR (C) BEING
HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (D) AN AGENT OF A
DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE
TRANSFER TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL
INCLUDE CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF A CLASS R CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
IN THE CASE OF ANY CLASS R CERTIFICATE PRESENTED FOR REGISTRATION IN THE NAME OF
AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY
SUBSEQUENT ENACTMENTS) (A "PLAN"), OR A TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER
PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION,
THE TRUSTEE OR CERTIFICATE REGISTRAR SHALL REQUIRE SUCH TRANSFEREE TO PROVIDE AN
OFFICER'S CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF SUCH TRANSFEREE STATING
THAT THE TRANSFEREE IS AN INSURANCE COMPANY USING ASSETS OF AN "INSURANCE
COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION ("PTCE") 95-60) TO EFFECT SUCH PURCHASE AND
SATISFIES ALL OF THE REQUIREMENTS FOR EXEMPTIVE RELIEF UNDER SECTIONS I AND III
OF PTCE 95-60, WHICH OFFICER'S CERTIFICATE SHALL NOT BE AN EXPENSE OF THE
TRUSTEE, THE CERTIFICATE ADMINISTRATOR, IF ANY, OR THE DEPOSITOR.
B-1
<PAGE>
Solely for U.S. federal income tax purposes, this Certificate represents a
"residual interest" in a "real estate mortgage investment conduit," as those
terms are defined in Sections 860G and 860D, respectively, of the Internal
Revenue Code of 1986, as amended.
||||
Series 1998-2
Percentage Interest evidenced by this
Class R Certificate in the distributions
to be made with respect to the Class R
Certificate: _____%
Class R Remittance Rate: 6.75%.
Additionally, the Class R Certificates
are entitled to Excess Liquidation
Proceeds and the Residual Distribution
Amount as defined in the Pooling
Agreement.
Cut-Off Date: June 1, 1998
First Distribution Date: July [25], 1998
Last Scheduled Distribution Date: July
[25], 2028
Class R Principal Balance as of the Cut-
Off Date:
$____________________
||||
__________________
Registered Owner Certificate No. _____
B-2
<PAGE>
EXHIBIT C
[RESERVED]
C-1
<PAGE>
EXHIBIT D
SCHEDULE OF MORTGAGE LOANS
A copy of the Mortgage Loan Schedule may be obtained by contacting
the Registrant.
D-1
<PAGE>
EXHIBIT E
FIELDS OF MORTGAGE LOAN INFORMATION
Deal Name
Distribution Date
Loan Number
City
State
Zip Code
Property Type (SFR, CONDO, etc.)
Occupancy Status (Owner, Investor, etc.)
Loan Purpose (Purchase, Refi, etc.)
Loan Type
Loan Status (Current, Foreclosure, REO, Bankruptcy)
Original Term of Loan
Amortization Term
First Payment of Loan
Maturity Date
Appraisal Value
Original LTV
Original Principal Balance
Previous Month's Balance
Current Principal Balance
Prepay Date
Prepay Status (Loan has been prepaid, liquidated or repurchased by the Servicer)
Original Scheduled P & I
Current Scheduled P & I
Scheduled Interest Amount
Scheduled Principal Amount
Curtailment
Note Rate
Paid to Date
Payment Date
E-1
<PAGE>
EXHIBIT F
FORM OF TRANSFEROR CERTIFICATE FOR
PRIVATELY OFFERED CERTIFICATES
[Date]
Chase Bank of Texas, National Association, as Trustee
600 Travis
Houston, Texas 77002
Attn: Corporate Trust Group
[LASALLE NATIONAL BANK, AS CERTIFICATE REGISTRAR
135 SOUTH LASALLE STREET, SUITE 1625
CHICAGO, ILLINOIS 60674-4107
ATTN: ABN AMRO SERIES 1998-2]
Re: Purchase of ABN AMRO Mortgage Corporation Mortgage Pass-Through
Certificates Series 1998-2, Class [B-3] [B-4] [B-5] (the
"Certificates")
Ladies and Gentlemen:
In connection with our disposition of the above Certificates we certify
that (a) we understand the Certificates have not been registered under the
Securities Act of 1933, as amended (the "Act") and are being disposed by us in a
transaction that is exempt from the registration requirements of the Act, and
(b) we have not offered or sold any certificates to, or solicited offers to buy
any 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.
Very truly yours,
[Name of Transferor]
By:____________________________
Authorized Officer
F-1
<PAGE>
EXHIBIT G
FORM OF TRANSFEREE'S CERTIFICATE FOR
PRIVATELY OFFERED CERTIFICATES
[Date]
Chase Bank of Texas, National Association
600 Travis
Houston, Texas 77002
Attn: Corporate Trust Group
AMN AMRO Mortgage Corporation
181 West Madison, 32nd Floor
Chicago, IL 60602
[LASALLE NATIONAL BANK, AS CERTIFICATE REGISTRAR
135 SOUTH LASALLE STREET, SUITE 1625
CHICAGO, ILLINOIS 60674-4107
ATTN: ABN AMRO SERIES 1998-2]
The undersigned (the "Purchaser") proposes to purchase [Class B-3] [Class
B-4] [Class B-5] Certificates evidencing an undivided interest in ABN AMRO
Mortgage Corporation Mortgage Pass-Through Certificates, Series 1998-2 (the
"Purchased Certificates") in the principal amount of $____________. In doing
so, the Purchaser hereby acknowledges and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Pooling
and Servicing Agreement, dated as of June 1, 1998, between ABN AMRO Mortgage
Corporation ("AMAC"), LaSalle Home Mortgage Corporation, as servicer (the
"Servicer") and Chase Bank of Texas, National Association, as trustee (the
"Trustee"), of the ABN AMRO Mortgage Corporation Mortgage Pass-Through
Certificates, Series 1998-2.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
AMAC, the Servicer, the Certificate Registrar and the Trustee that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Purchased Certificates, and to enter into this
Agreement, and duly executed and delivered this Agreement;
G-1
<PAGE>
(b) The Purchaser is acquiring the Purchased Certificates for its own
account as principal and not with a view to the distribution thereof, in whole
or in part;
(c) The Purchaser is an "accredited investor" as such term is defined
in paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Section 501 of
Regulation D under the Securities Act of 1933, as amended (the "Act"), has
knowledge of financial and business matters and is capable of evaluating the
merits and risks of an investment in the Purchased Certificates; the Purchaser
has sought such accounting, legal and tax advice as it has considered necessary
to make an informed investment decision; and the Purchaser is able to bear the
economic risk of an investment in the Purchased Certificates and can afford a
complete loss of such investment;
(d) The Purchaser is not affiliated with the Trustee;
(e) The Purchaser confirms that AMAC has made available to the
Purchaser the opportunity to ask questions of, and receive answers from AMAC
concerning the Trust, the purchase by the Purchaser of the Purchased
Certificates and all matters relating thereto that AMAC possesses or can acquire
without unreasonable effort or expense;
(f) If applicable, the Purchaser has complied, and will continue to
comply, with the guidelines established by Thrift Bulletin 12 issued December
13, 1988, by the Office of Regulatory Activities of the Federal Home Loan Bank
System; and
(g) The Purchaser will provide the Trustee and the Servicer with
affidavits substantially in the form of Exhibit A attached hereto.
Section 3. Transfer of Purchased Certificates.
(a) The Purchaser understands that the Purchased Certificates have not
been registered under the Act, or any state securities laws and that no transfer
may be made unless the Purchased Certificates are registered under the Act and
under applicable state law or unless an exemption from registration is
available. The Purchaser further understands that neither AMAC nor the Trust is
under any obligation to register the Purchased Certificates or make an exemption
available. In the event that such a transfer is to be made within two years
from the Closing Date without registration under the Act or applicable state
securities laws, (i) the Trustee or the Certificate Registrar shall require, in
order to assure compliance with such laws, that the Certificateholder's
prospective transferees each certify to AMAC, the Certificate Registrar and the
Trustee as to the factual basis for the registration or qualification exemption
relied upon, and (ii) the Trustee, the Certificate Registrar or AMAC may require
an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Act and state securities laws, which Opinion of Counsel shall not be an
expense of the Trustee, the Certificate Registrar or AMAC. Any such
Certificateholder desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee and AMAC 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.
G-2
<PAGE>
(b) No transfer of a Purchased Certificate shall be made unless the
transferee provides AMAC, the Certificate Registrar and the Trustee with (i) a
Transferee's Agreement, substantially in the form of this Agreement, and (ii)
either (a) an affidavit substantially in the form of Exhibit A hereto that the
proposed transferee (x) is not an employee benefit plan or other plan or
arrangement subject to the prohibited transaction provisions of ERISA or Section
4975 of the Internal Revenue Code of 1986, as amended, or comparable provisions
of any subsequent enactments (a "Plan"), a trustee of any Plan, or any other
Person who is using the "plan assets" of any Plan to effect such acquisition or
(y) is an insurance company, the source of funds to be used by it to purchase
the Purchased Certificates is an "insurance company general account" (within the
meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE")
95-60), and the purchase is being made in reliance upon the availability of the
exemptive relief afforded under Sections I and III of PTCE 95-60, or (b) a
Benefit Plan Opinion (as defined in Exhibit A hereto).
(c) The Purchaser acknowledges that its Purchased Certificates bear a
legend setting forth the applicable restrictions on transfer.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[Purchaser]
By:
--------------------------
Its:
G-3
<PAGE>
Exhibit A to Form of Transferee Agreement (Exhibit G)
BENEFIT PLAN AFFIDAVIT
RE: ABN AMRO MORTGAGE CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-2
(THE "TRUST") [CLASS B-3] [CLASS B-4] [CLASS B-5] CERTIFICATES
(THE "PURCHASED CERTIFICATES")
Under penalties of perjury, I, ______________________, declare that,
to the best of my knowledge and belief, the following representations are
true, correct and complete; and
1. That I am the ________________ of _______________ (the
"Purchaser"), whose taxpayer identification number is______________ and on
behalf of which I have the authority to make this affidavit.
2. That the Purchaser is acquiring a Purchased Certificate
representing an interest in Trust.
3. That the Purchaser (i) is not an employee benefit plan or other
plan or arrangement subject to the prohibited transaction 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
comparable provisions of any subsequent enactments (a "Plan"), a trustee of any
Plan, or any other Person who is using the "plan assets" of any Plan to effect
such acquisition, or (ii) has provided an Officer's Certificate signed by a
Responsible Officer of the Purchaser satisfactory to ABN AMRO Mortgage
Corporation (the "Depositor"), the Certificate Registrar, and the Trustee of the
Trust stating that the Purchaser is an insurance company using assets of a
"insurance company general account" (within the meaning of Department of Labor
Prohibited Transaction Class Exemption ("PTCE") 95-60) to effect such purchase
and satisfies all of the requirements for exemptive relief under Sections I and
III of PTCE 95-60, which Officer's Certificate shall not be an expense of the
Depositor or the Trustee.
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be duly
executed on its behalf, by its duly authorized officer this ___ day of
___________, 199_.
[Purchaser]
By:_________________________
Its:
G-4
<PAGE>
Personally appeared before me ________________, known or proved to me
to be the same person who executed the foregoing instrument and to be a
________________ of the Purchaser, and acknowledged to me that (s)he executed
the same as his/her free act and deed and as the free act and deed of the
Purchaser.
SUBSCRIBED and SWORN to before me this day of _____________, 19__.
Notary Public
G-5
<PAGE>
EXHIBIT H
[RESERVED]
H-1
<PAGE>
EXHIBIT I
FORM OF TRANSFEROR CERTIFICATE
[Date]
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, AS TRUSTEE
600 TRAVIS
HOUSTON, TEXAS 77002
ATTN: CORPORATE TRUST GROUP
[LASALLE NATIONAL BANK, AS CERTIFICATE REGISTRAR
135 SOUTH LASALLE STREET, SUITE 1625
CHICAGO, ILLINOIS 60674-4107
ATTN: ABN AMRO SERIES 1998-2]
RE: ABN AMRO MORTGAGE CORPORATION MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1998-2 CLASS R
This letter is delivered to you in connection with the sale by
_____________ (the "Seller") to ________________ (the "Purchaser") of
$________________ initial Certificate Principal Balance of Mortgage
Pass-Through Certificates, Series 1998-2, Class R (the "Certificate"),
pursuant to Section 5.1 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of June 1, 1998 among ABN AMRO Mortgage
Corporation, as depositor (the "Company"), LaSalle Home Mortgage Corporation,
as servicer (the "Servicer"), and Chase Bank of Texas, National Association,
as trustee (the "Trustee"). All terms used herein and not otherwise defined
shall have the meanings set forth in the Pooling and Servicing Agreement.
The Seller hereby certifies, represents and warrants to, and covenants with
the Depositor, the Servicer, the Certificate Registrar and the Trustee that:
1. No purpose of the Seller relating to the sale of the Certificate
by the Seller to the Purchaser is or will be to enable the Seller to impede the
assessment or collection of tax.
2. The Seller understands that the Purchaser has delivered to the
Trustee, the Servicer, the Certificate Registrar and the Depositor a
transferee affidavit and agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit J. The Seller does not know or believe that
any representation contained therein is false.
3. The Seller has no actual knowledge that the Proposed Transferee is
not a Permitted Transferee.
I-1
<PAGE>
4. The Seller has no actual knowledge that the Purchaser would be
unwilling or unable to pay taxes due on its share of the taxable income
attributable to the Certificates.
5. The Seller has conducted a reasonable investigation of the
financial condition of the Purchaser and, as a result of the investigation ,
found that the Purchaser has historically paid its debts as they came due, and
found no significant evidence to indicate that the Purchaser will not continue
to pay its debts as they come due in the future.
6. The Purchaser has represented to the Seller that, if the
Certificates constitute a noneconomic residual interest, it (i) understands that
as holder of a noneconomic residual interest it may incur tax liabilities in
excess of any cash flows generated by the interest, and (ii) intends to pay
taxes associated with its holding of the Certificates as they become due.
Very truly yours,
[Seller]
By:__________________________
Name:______________________
Title:_____________________
I-2
<PAGE>
EXHIBIT J
FORM OF TRANSFEREE AFFIDAVIT AND AGREEMENT
STATE OF )
) ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and
says:
1. That he is [Title of Officer] of [Name of Owner] (record or
beneficial owner of the Class R Certificate (the "Owner")), a
[savings institution] [corporation] duly organized and existing under the
laws of [the State of _______________________ ] [the United States], on
behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" as of the [date of transfer] within the meaning of Section 860E(e)
(5) of the Internal Revenue Code of 1986, as amended (the "Code") and will
endeavor to remain other than a disqualified organization for so long as it
retains its ownership interest in the Class R Certificate, and (ii) is acquiring
the Class R Certificate for its own account or for the account of another Owner
from which it has received an affidavit and agreement in substantially the same
form as this affidavit and agreement. (For this purpose, a "disqualified
organization" means the United States, any state or political subdivision
thereof, or any agency or instrumentality of any of the foregoing (other than an
instrumentality all of the activities of which are subject to tax and, except
for the Federal Home Loan Mortgage Corporation, a majority of whose board of
directors is not selected by any such governmental entity, or any foreign
government or international organization, or any agency or instrumentality of
such foreign government or organization, any rural electric or telephone
cooperative, or any organization (other than certain farmers' cooperatives) that
is generally exempt from federal income tax unless such organization is subject
to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on
transfers of the Class R Certificate after June 30, 1988; (ii) that such tax
would be on the transferor, or, if such transfer is through an agent (which
person includes a broker, nominee or middleman) for a disqualified organization,
on the agent; (iii) that the person otherwise liable for the tax shall be
relieved of liability for the tax if the transferee furnished to such person an
affidavit that the transferee is not a disqualified organization and, at the
time of transfer, such person does not have actual knowledge that the affidavit
is false; and (iv) that the Class R Certificate may be a "noneconomic residual
interest" within the meaning of Treasury regulations promulgated pursuant to the
Code and that the transferor of a noneconomic residual interest will remain
liable for any taxes due with respect to the income on such residual interest,
if a significant purpose of the transfer was to enable the transferor to impede
the assessment or collection of tax.
J-1
<PAGE>
4. That the Owner is aware of the tax imposed on a "pass-through
entity" holding the Class R Certificate if at any time during the taxable year
of the pass-through entity a disqualified organization is the record holder of
an interest in such entity. (For this purpose, a "pass-through entity" includes
a regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)
5. That the Owner is aware that the Trustee and the Certificate
Registrar will not register the transfer of the Class R Certificate unless
the transferee, or other transferee's agent, delivers to each of them an
affidavit and agreement, among other things, in substantially the same form
as this affidavit and agreement. The Owner expressly agrees that it will not
consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.
6. That the Owner has reviewed the restrictions set forth on the face
of the Class R Certificate and the provisions of Section 5.1 of the Pooling and
Servicing Agreement under which the Class R Certificate was issued. The Owner
expressly agrees to be bound by and to comply with such restrictions and
provisions.
7. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to
constitute a reasonable arrangement to ensure that the Class R Certificate
will only be owned, directly or indirectly, by an Owner that is not a
disqualified organization.
8. The Owner's Taxpayer Identification Number is___________________ .
9. That no purpose of the Owner relating to the purchase of the Class
R Certificate by the Owner is or will be to enable the transferor to impede the
assessment or collection of tax.
10. That the Owner has no present knowledge or expectation that it
will be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding.
11. That the Owner has no present knowledge or expectation that it
will become insolvent or subject to a bankruptcy proceeding for so long as any
of the Certificates remain outstanding.
12. That the purpose of the Owner relating to any sale of the Class R
Certificate by the Owner will be to impede the assessment or collection of tax.
13. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.
J-2
<PAGE>
14. The Owner hereby agrees to cooperate with the Depositor and to
take any action required of it by the Code or Treasury regulations thereunder
(whether now or hereafter promulgated) in order to create or maintain the REMIC
status of the REMIC I or the REMIC II.
15. The Owner hereby agrees that it will not take any action that
could endanger the REMIC status of the REMIC I or the REMIC II, as applicable,
or result in the imposition of tax on the REMIC I or the REMIC II unless counsel
for, or acceptable to, the Depositor has provided an opinion that such action
will not result in the loss of such REMIC status or the imposition of such tax,
as applicable.
16. The Owner as transferee of the Class R Certificate has represented
to their transferor that, if the Class R Certificate constitutes a noneconomic
residual interest, the Owner (i) understands that as holder of a noneconomic
residual interest it may incur tax liabilities in excess of any cash flows
generated by the interest, and (ii) intends to pay taxes associated with its
holding of the Class R Certificate as they become due.
IN WITNESS WHEREOF, the Owner has caused this instrument to be executed
on its behalf, pursuant to the authority of its Board of Directors, by its
[Title of Officer] and its corporate seal to be hereunto attached, attested by
its [Assistant] Secretary, this _____________ day of _____________ , 19__.
[Name of Owner]
By:__________________________
[Name of Officer]
[Title of Officer]
J-3
<PAGE>
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer], known or
proved tome to be the same person who executed the foregoing instrument and to
be the [Title of Officer] of the Owner, and Acknowledged to me that he executed
the same as his free act and deed and free act and deed of the Owner.
Subscribed and sworn before me this ____ day of ________, 19__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the ___ day
of ____________ , 19__
J-4
<PAGE>
EXHIBIT K
FORM OF ADDITIONAL MATTER INCORPORATED
INTO THE FORM OF THE CERTIFICATES
This Certificate does not represent an obligation of or interest in ABN
AMRO Mortgage Corporation or any of its affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed by any agency or
instrumentality of the United States.
This certifies that the above-named Registered Owner is the registered
owner of certain interests in a trust fund (the "Certificate Trust Fund") whose
assets consist of, among other things, of a pool (the "Mortgage Pool") of
conventional one- to four-family mortgage loans (the "Mortgage Loans"), formed
by ABN AMRO Mortgage Corporation (the "Depositor"). The Mortgage Loans were
originated or acquired by various financial institutions and subsequently
acquired by the Depositor. The Mortgage Pool was created pursuant to a Pooling
and Servicing Agreement, dated as of the Cut-Off Date stated above (the "Pooling
Agreement"), between the Depositor, LaSalle Home Mortgage Corporation, as
Servicer (the "Servicer"), and Chase Bank of Texas, National Association, as
Trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Pooling Agreement. Nothing
herein shall be deemed inconsistent with such meanings, and in the event of any
conflict between the Pooling Agreement and the terms of this Certificate, the
Pooling Agreement shall control. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling Agreement, to
which Pooling Agreement the Holder of this Certificate, by virtue of the
acceptance hereof, assents and by which such Holder is bound.
Distributions will be made, pursuant to the Pooling Agreement, on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), to the
extent of such Certificateholder's Percentage Interest represented by this
Certificate in the portion of the Certificate Distribution Amount for such
Distribution Date then distributable on the Certificates of this Class, as
specified in Section 4.1 of the Pooling Agreement.
Distributions on this Certificate will be made by the Trustee or its
Paying Agent by wire transfer or by other means of payment acceptable to each
Certificateholder of record on the immediately preceding Record Date.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee or its Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate to the
Certificate Registrar.
K-1
<PAGE>
Reference is hereby made to the further provisions of this Certificate
set forth below, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee
---------------------------------
By:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Pooling Agreement.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
as Trustee
By:
---------------------------------
Dated: -----------------------------
K-2
<PAGE>
ABN AMRO MORTGAGE CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATE
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates of the Series and Class
specified hereon (herein called the "Certificates") and representing certain
interests in the Certificate Trust Fund.
The Certificates do not represent an obligation of, or an interest in,
the Depositor or any of its affiliates and are not insured or guaranteed by any
governmental agency. The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Pooling Agreement. To the extent
described in the Pooling Agreement, the Servicer is obligated to advance its own
funds to cover certain shortfalls with respect to payments on the Mortgage
Loans. In the event Servicer funds are advanced with respect to any Mortgage
Loan, such advance is reimbursable to the Servicer from the related recoveries
on such Mortgage Loan or from other cash deposited in the Custodial Account for
P & I to the extent that such advance is not otherwise recoverable.
As provided in the Pooling Agreement, withdrawals from the Custodial
Account for P&I may be made by the Servicer from time to time for purposes other
than distributions to Certificateholders, such purposes including reimbursement
to the Servicer of advances made, or certain expenses incurred, by it.
The Pooling Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Depositor and the Servicer, and the rights of the Certificateholders under the
Pooling Agreement at any time by the Depositor and the Trustee, with the consent
of the Holders of the Certificates aggregating not less than 66-2/3% of the
aggregate Percentage Interest evidenced by all of the Certificates of the Trust
Fund. For the purposes of such provision and except as provided below, voting
rights related to 100% of the Aggregate Certificate Principal Balance of any
Class will be allocated pro rata (by Certificate Principal Balance) among the
Certificates of such Class. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Pooling Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.
As provided in the Pooling Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar or the office maintained by
the Trustee in the City and State of New York, duly endorsed by, or accompanied
by an assignment in the form below or other written instrument of transfer in
K-3
<PAGE>
form satisfactory to the Trustee or any Authenticating Agent duly executed by,
the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of Authorized Denominations evidencing
the same Percentage Interest set forth hereinabove will be issued to the
designated transferee or transferees.
No transfer of a Certificate will be made unless such transfer is exempt
from or is made in accordance with the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act") and any applicable
state securities laws. No transfer, sale, pledge or other disposition of a
Junior Subordinate Certificate shall be made unless such transfer, sale, pledge
or other disposition is made in accordance with Section 5.1(e) or Section 5.1(f)
of the Pooling Agreement. Each Person who, at any time, acquires any ownership
interest in any Junior Subordinate Certificate shall be deemed by the acceptance
or acquisition of such ownership interest to have agreed to be bound by the
provisions of such Section 5.1(e) and Section 5.1(f), as applicable. No
transfer of a Junior Subordinate Certificate shall be deemed to be made in
accordance with such Section 5.1(e) unless such transfer is made pursuant to an
effective registration statement under the Securities Act or unless the Trustee
and the Certificate Registrar are provided with the certificates and an Opinion
of Counsel, if required, on which the Trustee and the Certificate Registrar may
conclusively rely, which establishes or establish to the Trustee's and the
Certificate Registrar's satisfaction that such transfer is exempt from the
registration requirements under the Securities Act, as follows: In the event
that a transfer is to be made in reliance upon an exemption from the Securities
Act, the Trustee and the Certificate Registrar shall require, in order to assure
compliance with the Securities Act, that the Certificateholder desiring to
effect such transfer certify to the Trustee and the Certificate Registrar in
writing, in substantially the form attached as Exhibit F to the Pooling
Agreement, the facts surrounding the transfer, with such modifications to such
Exhibit F as may be appropriate to reflect the actual facts of the proposed
transfer, and that the Certificateholder's proposed transferee certify to the
Trustee and the Certificate Registrar in writing, in substantially the form
attached as Exhibit G to the Pooling Agreement, the facts surrounding the
transfer, with such modifications to such Exhibit G as may be appropriate to
reflect the actual facts of the proposed transfer. If such certificate of the
proposed transferee does not contain substantially the substance of Exhibit G,
the Trustee and the Certificate Registrar shall require an Opinion of Counsel
satisfactory to it that such transfer may be made without registration, which
Opinion of Counsel shall not be obtained at the expense of the Trustee, the
Certificate Registrar, the Trust Fund or the Depositor.
Transfers of the Junior Subordinate Certificates may also be made in
accordance with Section 5.1(f) of the Pooling Agreement. To effectuate a
Certificate transfer in accordance with such Section 5.1(f), the proposed
transferee of such Certificate must provide the Trustee, the Certificate
Registrar and the Depositor with an investment letter substantially in the form
of Exhibit L attached to the Pooling Agreement, which investment letter shall
not be an expense of the Trustee, the Certificate Registrar or the Depositor,
and which investment letter states that, among other things, such transferee (i)
is a "qualified institutional buyer" as defined under Rule 144A, acting for its
own account or the accounts
K-4
<PAGE>
of other "qualified institutional buyers" as defined under Rule 144A, and
(ii) is aware that the proposed transferor intends to rely on the exemption
from registration requirements under the Securities Act provided by Rule
144A. Notwithstanding the foregoing, the proposed transferee of such
Certificate shall not be required to provide the Trustee, the Certificate
Registrar or the Depositor with Annex 1 or Annex 2 to the form of such
Exhibit L if the Depositor so consents prior to each such transfer. Such
transfers shall be deemed to have complied with the requirements of Section
5.1(f) of the Pooling Agreement. The Holder of a Certificate desiring to
effect such transfer does hereby agree to indemnify the Trustee, and the
Certificate Registrar, the Depositor, and the Certificate Registrar against
any liability that may result if transfer is not made in accordance with the
Pooling Agreement.
The Certificates are issuable only as registered Certificates without
coupons in Authorized Denominations specified in the Pooling Agreement. As
provided in the Pooling Agreement and subject to certain limitations therein set
forth, Certificates are exchangeable for new Certificates of Authorized
Denominations evidencing the same aggregate interest in the portion of the
Available Distribution Amount distributable on this Class of Certificate, as
requested by the Holder surrendering the same.
A reasonable service charge may be made for any such registration of
transfer or exchange, and the Trustee or the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Depositor, the Certificate Registrar, the Certificate
Administrator, the Servicer, the Trustee and any agent of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Certificate
Registrar, the Certificate Administrator, the Servicer, the Trustee nor any
such agent shall be affected by notice to the contrary.
The respective obligations and responsibilities of the Servicer and the
Trustee created under the Pooling Agreement (other than the obligation to make
payments to Certificateholders as set forth therein) shall terminate upon the
earlier of (i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund and the disposition of all property acquired in respect of any Mortgage
Loan or (ii) the purchase by the Class R Certificateholder of all Mortgage Loans
at a price established pursuant to the Pooling Agreement; PROVIDED, HOWEVER,
that in no event shall the trust created hereby continue beyond 21 years from
the death of the survivor of certain persons identified in the Pooling
Agreement.
K-5
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s) and assign(s) and
transfer(s) unto __________________________________________________________
___________________________________________________________________________
(Please print or typewrite name and address, including postal zip code of
assignee. Please interest social security or other identifying number of
assignee.)
the within Mortgage Pass-Through Certificate and hereby irrevocably
constitutes and appoints
_________________________________________________________________ _____
Attorney to transfer said Certificate on the Certificate Register, with full
power of substitution in the premises.
Dated:___________________________ ______________________________________
Signature Guaranteed
____________________________________
NOTICE:
The signature to this assignment must
correspond with the name as written
upon the face of the within instrument
in every particular, without
alteration or enlargement or any
change whatever.
K-6
<PAGE>
EXHIBIT L
FORM OF RULE 144A INVESTMENT REPRESENTATION
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 "1993
Act"), or that would render the disposition of the Rule 144A Securities in
violation of Section 5 of the 1933 Act or 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
Seller, the Trustee, the Certificate Registrar and the Servicer (as defined in
the Pooling and Servicing Agreement (the "Agreement") dated as of June 1, 1998
between ABN AMRO Mortgage Corporation, as Depositor, LaSalle Home Mortgage
Corporation, as Servicer, and Chase Bank of Texas, National Association, as
Trustee) pursuant to Section 5.1(f) of the Agreement, as follows:
(a) The Buyer understands that the 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.
L-1
<PAGE>
(c) The Buyer has received and reviewed the Private Placement
Memorandum dated as of June [25], 1998 relating to the Rule 144A Securities and
has been furnished with all information regarding the Rule 144A Securities that
it has requested from the Seller, the Trustee, the Depositor or the 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 (1) completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex 2, or
(2) obtained the waiver of the Depositor with respect to Annex 1 and Annex 2
pursuant to Section 5.1(f) of the Agreement. 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.
(f) The Buyer is not affiliated with (i) the Trustee or (ii)
any Rating Agency that rated the Rule 144A Securities.
(g) If applicable, the Buyer has complied, and will continue to
comply, with the guidelines established by Thrift Bulletin 12 issued December
13, 1988, by the Office of Regulatory Activities of the Federal Home Loan Bank
System.
[Required only in the case of a transfer of a Class B-1, Class B-2, Class
B-3, Class B-4, or Class B-5 Certificate] [3. The Buyer warrants and represents
to, and covenants with, the Seller, the Servicer, the Certificate Registrar and
the Depositor that (1) the Buyer is not an employee benefit plan (within the
meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA")), subject to the prohibited transaction provisions of ERISA
("Plan"), or a plan (within the meaning of Section
<PAGE>
4975(e)(1) of the Internal Revenue Code of 1986 ("Code")) subject to Section
4975 of the Code (also a "Plan"), and the Buyer is not directly or indirectly
purchasing the Rule 144A Securities on behalf of, as investment manager of,
as named fiduciary of, as trustee of, or with "plan assets" of any Plan, or
(2) The Buyer has provided the Seller, the Servicer, the Certificate
Registrar and the Depositor with an Officer's Certificate signed by a
Responsible Officer of the Buyer stating that the Buyer is an insurance
company using assets of a "insurance company general account" (within the
meaning of Department of Labor Prohibited Transaction Class Exemption
("PTCE") 95-60) to effect such purchase and satisfies all of the requirements
for exemptive relief under Sections I and III of PTCE 95-60, which Officer's
Certificate shall not be an expense of the Servicer or the Depositor.]
3. 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 Seller
By:_______________________________ By:_________________________________
Name: Name:
Title: Title:
Taxpayer Identification:__________ Taxpayer Identification: _____________
No.: _______________________________ No.: ________________________________
Date: _______________________________ Date:________________________________
L-3
<PAGE>
Annex 1 to Exhibit L
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 in its latest
annual financial statements.
- -----------------------
(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.
L-1-1
<PAGE>
____ 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.
____ 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 Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") and is subject to the fiduciary
responsibility provisions of ERISA.
____ INVESTMENT ADVISER. 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 or
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.
L-1-2
<PAGE>
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 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 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:_________________________________
L-1-3
<PAGE>
ANNEX 2 TO EXHIBIT L
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 a part of a Family of
Investment Companies (as defined below), is such an officer 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 or the
Buyer's Family of Investment Companies, the cost of such securities was used.
____ The Buyer owned $___________ 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).
____ 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 adviser 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.
L-2-1
<PAGE>
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:
Date:________________________________
IF AN ADVISER
_____________________________________
Print Name of Buyer
By:__________________________________
Name:
Title:
Date:________________________________
(SEAL)
L-2-2
<PAGE>
EXHIBIT M
[RESERVED]
M-1
<PAGE>
EXHIBIT N
[RESERVED]
N-1
<PAGE>
EXHIBIT O
PLANNED PRINCIPAL BALANCES
<TABLE>
<CAPTION>
Combined
Class IA-4
and
Component
Distribution Date Class IA-2 Class IA-3 Class IA-7 Class IA-8 Class IA-9 IA-1-2
- ----------------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Initial Balance . . . $42,000,000.00 $22,300,000.00 $9,443,982.00 $25,960,631.00 $40,000,000.00 $49,453,380.00
July 25, 1998 . . . . 42,000,000.00 21,722,968.18 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
August 25, 1998 . . . 42,000,000.00 21,075,799.12 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
September 25, 1998. . 42,000,000.00 20,359,203.80 9,443,982.00 25,960,631.0 40,000,000.00 49,453,380.00
October 25, 1998. . . 42,000,000.00 19,573,742.04 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
November 25, 1998 . . 42,000,000.00 18,720,644.34 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
December 25, 1998 . . 42,000,000.00 17,801,255.19 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
January 25, 1999. . . 42,000,000.00 16,816,360.23 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
February 25, 1999 . . 42,000,000.00 15,766,711.23 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
March 25, 1999. . . . 42,000,000.00 14,653,041.48 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
April 25, 1999. . . . 42,000,000.00 13,475,858.26 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
May 25, 1999. . . . . 42,000,000.00 12,235,793.38 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
June 25, 1999 . . . . 42,000,000.00 10,933,634.l65 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
July 25, 1999 . . . . 42,000,000.00 9,570,098.08 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
August 25, 1999 . . . 42,000,000.00 8,145,972.30 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
September 25, 1999. . 42,000,000.00 6,662,029.44 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
October 25, 1999. . . 42,000,000.00 5,119,117.85 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
November 25, 1999 . . 42,000,000.00 3,517,961.30 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
December 25, 1999 . . 42,000,000.00 1,859,489.21 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
January 25, 2000. . . 42,000,000.00 144,536.25 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
February 25, 2000 . . 40,373,982.66 0.00 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
March 25, 2000. . . . 38,548,983.42 0.00 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
April 25, 2000. . . . 36,670,728.60 0.00 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
May 25, 2000. . . . . 34,740,423.70 0.00 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
June 25, 2000 . . . . 32,759,688.72 0.00 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
July 25, 2000 . . . . 30,730,209.74 0.00 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
August 25, 2000 . . . 28,654,185.72 0.00 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
</TABLE>
O-1
<PAGE>
<TABLE>
<CAPTION>
Combined
Class IA-4
and
Component
Distribution Date Class IA-2 Class IA-3 Class IA-7 Class IA-8 Class IA-9 IA-1-2
- ----------------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
September 25, 2000. . 26,533,983.44 0.00 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
October 25, 2000. . . 24,382,641.01 0.00 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
November 25, 2000 . . 22,225,357.08 0.00 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
December 25, 2000 . . 20,081,488.26 0.00 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
January 25, 2001. . . 17,951,769.11 0.00 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
February 25, 2001 . . 15,836,108.93 0.00 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
March 25, 2001. . . . 13,734,417.59 0.00 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
April 25, 2001. . . . 11,646,605.59 0.00 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
May 25, 2001. . . . . 9,572,583.96 0.00 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
June 25, 2001 . . . . 7,512,264.36 0.00 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
July 25, 2001 . . . . 5,465,559.01 0.00 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
August 25, 2001 . . . 3,432,380.69 0.00 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
September 25, 2001. . 1,412,642.78 0.00 9,443,982.00 25,960,631.00 40,000,000.00 49,453,380.00
October 25, 2001. . . 0.00 0.00 8,850,241.21 25,960,631.00 40,000,000.00 49,453,380.00
November 25, 2001 . . 0.00 0.00 6,857,126.47 25,960,631.00 40,000,000.00 49,453,380.00
December 25, 2001 . . 0.00 0.00 4,877,195.63 25,960,631.00 40,000,000.00 49,453,380.00
January 25, 2002. . . 0.00 0.00 2,910,364.29 25,960,631.00 40,000,000.00 49,453,380.00
February 25, 2002 . . 0.00 0.00 965,548.62 25,960,631.00 40,000,000.00 49,453,380.00
March 25, 2002. . . . 0.00 0.00 0.00 24,976,296.33 40,000,000.00 49,453,380.00
April 25, 2002. . . . 0.00 0.00 0.00 23,048,262.70 40,000,000.00 49,453,380.00
May 25, 2002. . . . . 0.00 0.00 0.00 21,132,996.51 40,000,000.00 49,453,380.00
June 25, 2002 . . . . 0.00 0.00 0.00 19,230,416.12 40,000,000.00 49,453,380.00
July 25, 2002 . . . . 0.00 0.00 0.00 17,340,440.40 40,000,000.00 49,453,380.00
August 25, 2002 . . . 0.00 0.00 0.00 15,462,988.76 40,000,000.00 49,453,380.00
September 25, 2002. . 0.00 0.00 0.00 13,597,981.14 40,000,000.00 49,453,380.00
October 25, 2002. . . 0.00 0.00 0.00 11,745,338.01 40,000,000.00 49,453,380.00
November 25, 2002 . . 0.00 0.00 0.00 9,904,980.35 40,000,000.00 49,453,380.00
December 25, 2002 . . 0.00 0.00 0.00 8,076,829.66 40,000,000.00 49,453,380.00
January 25, 2003. . . 0.00 0.00 0.00 6,260,807.97 40,000,000.00 49,453,380.00
February 25, 2003 . . 0.00 0.00 0.00 4,456,837.80 40,000,000.00 49,453,380.00
March 25, 2003. . . . 0.00 0.00 0.00 2,664,842.19 40,000,000.00 49,453,380.00
</TABLE>
O-2
<PAGE>
<TABLE>
<CAPTION>
Combined
Class IA-4
and
Component
Distribution Date Class IA-2 Class IA-3 Class IA-7 Class IA-8 Class IA-9 IA-1-2
- ----------------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
April 25, 2003. . . . 0.00 0.00 0.00 884,744.70 40,000,000.00 49,453,380.00
May 25, 2003. . . . . 0.00 0.00 0.00 0.00 39,116,469.37 49,453,380.00
June 25, 2003 . . . . 0.00 0.00 0.00 0.00 37,359,940.74 49,453,380.00
July 25, 2003 . . . . 0.00 0.00 0.00 0.00 35,639,469.57 49,453,380.00
August 25, 2003 . . . 0.00 0.00 0.00 0.00 33,930,488.72 49,453,380.00
September 25, 2003. . 0.00 0.00 0.00 0.00 32,232,923.94 49,453,380.00
October 25, 2003. . . 0.00 0.00 0.00 0.00 30,546,701.45 49,453,380.00
November 25, 2003 . . 0.00 0.00 0.00 0.00 28,871,747.95 49,453,380.00
December 25, 2003 . . 0.00 0.00 0.00 0.00 27,207,990.64 49,453,380.00
January 25, 2004. . . 0.00 0.00 0.00 0.00 25,555,357.17 49,453,380.00
February 25, 2004 . . 0.00 0.00 0.00 0.00 23,913,775.66 49,453,380.00
March 25, 2004. . . . 0.00 0.00 0.00 0.00 22,283,174.72 49,453,380.00
April 25, 2004. . . . 0.00 0.00 0.00 0.00 20,663,483.40 49,453,380.00
May 25, 2004. . . . . 0.00 0.00 0.00 0.00 19,054,631.23 49,453,380.00
June 25, 2004 . . . . 0.00 0.00 0.00 0.00 17,456,548.19 49,453,380.00
July 25, 2004 . . . . 0.00 0.00 0.00 0.00 15,876,985.24 49,453,380.00
August 25, 2004 . . . 0.00 0.00 0.00 0.00 14,307,996.46 49,453,380.00
September 25, 2004. . 0.00 0.00 0.00 0.00 12,749,513.23 49,453,380.00
October 25, 2004. . . 0.00 0.00 0.00 0.00 11,201,467.44 49,453,380.00
November 25, 2004 . . 0.00 0.00 0.00 0.00 9,663,791.37 49,453,380.00
December 25, 2004 . . 0.00 0.00 0.00 0.00 8,136,417.77 49,453,380.00
January 25, 2005. . . 0.00 0.00 0.00 0.00 6,619,279.82 49,453,380.00
February 25, 2005 . . 0.00 0.00 0.00 0.00 5,131,477.31 49,453,380.00
March 25, 2005. . . . 0.00 0.00 0.00 0.00 3,680,278.36 49,453,380.00
April 25, 2005. . . . 0.00 0.00 0.00 0.00 2,264,816.28 49,453,380.00
May 25, 2005. . . . . 0.00 0.00 0.00 0.00 884,244.50 49,453,380.00
June 25, 2005 . . . . 0.00 0.00 0.00 0.00 0.00 48,991,116.17
July 25, 2005 . . . . 0.00 0.00 0.00 0.00 0.00 47,723,306.71
August 25, 2005 . . . 0.00 0.00 0.00 0.00 0.00 46,486,805.81
September 25, 2005. . 0.00 0.00 0.00 0.00 0.00 45,280,863.86
October 25, 2005. . . 0.00 0.00 0.00 0.00 0.00 44,104,895.49
</TABLE>
O-3
<PAGE>
<TABLE>
<CAPTION>
Combined
Class IA-4
and
Component
Distribution Date Class IA-2 Class IA-3 Class IA-7 Class IA-8 Class IA-9 IA-1-2
- ----------------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
November 25, 2005 . . 0.00 0.00 0.00 0.00 0.00 42,958,032.93
December 25, 2005 . . 0.00 0.00 0.00 0.00 0.00 41,839,578.35
January 25, 2006. . . 0.00 0.00 0.00 0.00 0.00 40,748,850.30
February 25, 2006 . . 0.00 0.00 0.00 0.00 0.00 39,685,183.37
March 25, 2006. . . . 0.00 0.00 0.00 0.00 0.00 38,647,927.78
April 25, 2006. . . . 0.00 0.00 0.00 0.00 0.00 37,636,449.02
May 25, 2006. . . . . 0.00 0.00 0.00 0.00 0.00 36,650,127.52
June 25, 2006 . . . . 0.00 0.00 0.00 0.00 0.00 35,688,358.30
July 25, 2006 . . . . 0.00 0.00 0.00 0.00 0.00 34,788,427.45
August 25, 2006 . . . 0.00 0.00 0.00 0.00 0.00 33,910,563.56
September 25, 2006. . 0.00 0.00 0.00 0.00 0.00 33,054,236.61
October 25, 2006. . . 0.00 0.00 0.00 0.00 0.00 32,218,929.10
November 25, 2006 . . 0.00 0.00 0.00 0.00 0.00 31,404,135.80
December 25, 2006 . . 0.00 0.00 0.00 0.00 0.00 30,609,363.41
January 25, 2007. . . 0.00 0.00 0.00 0.00 0.00 29,834,130.32
February 25, 2007 . . 0.00 0.00 0.00 0.00 0.00 29,077,966.33
March 25, 2007. . . . 0.00 0.00 0.00 0.00 0.00 28,340,412.38
April 25, 2007. . . . 0.00 0.00 0.00 0.00 0.00 27,621,020.28
May 25, 2007. . . . . 0.00 0.00 0.00 0.00 0.00 26,919,352.47
June 25, 2007 . . . . 0.00 0.00 0.00 0.00 0.00 26,234,981.77
July 25, 2007 . . . . 0.00 0.00 0.00 0.00 0.00 25,597,315.45
August 25, 2007 . . . 0.00 0.00 0.00 0.00 0.00 24,974,806.03
September 25, 2007. . 0.00 0.00 0.00 0.00 0.00 24,367,098.52
October 25, 2007. . . 0.00 0.00 0.00 0.00 0.00 23,773,846.18
November 25, 2007 . . 0.00 0.00 0.00 0.00 0.00 23,194,710.28
December 25, 2007 . . 0.00 0.00 0.00 0.00 0.00 22,629,359.97
January 25, 2008. . . 0.00 0.00 0.00 0.00 0.00 22,077,472.08
February 25, 2008 . . 0.00 0.00 0.00 0.00 0.00 21,538,730.92
March 25, 2008. . . . 0.00 0.00 0.00 0.00 0.00 21,012,828.13
April 25, 2008. . . . 0.00 0.00 0.00 0.00 0.00 20,499,462.51
May 25, 2008. . . . . 0.00 0.00 0.00 0.00 0.00 19,998,339.85
</TABLE>
O-4
<PAGE>
<TABLE>
<CAPTION>
Combined
Class IA-4
and
Component
Distribution Date Class IA-2 Class IA-3 Class IA-7 Class IA-8 Class IA-9 IA-1-2
- ----------------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
June 25, 2008 . . . . 0.00 0.00 0.00 0.00 0.00 19,509,172.78
July 25, 2008 . . . . 0.00 0.00 0.00 0.00 0.00 19,031,680.59
August 25, 2008 . . . 0.00 0.00 0.00 0.00 0.00 18,565,589.08
September 25, 2008. . 0.00 0.00 0.00 0.00 0.00 18,110,630.46
October 25, 2008. . . 0.00 0.00 0.00 0.00 0.00 17,666,543.11
November 25, 2008 . . 0.00 0.00 0.00 0.00 0.00 17,233,071.53
December 25, 2008 . . 0.00 0.00 0.00 0.00 0.00 16,809,966.14
January 25, 2009. . . 0.00 0.00 0.00 0.00 0.00 16,396,983.17
February 25, 2009 . . 0.00 0.00 0.00 0.00 0.00 15,993,884.50
March 25, 2009. . . . 0.00 0.00 0.00 0.00 0.00 15,600,437.57
April 25, 2009. . . . 0.00 0.00 0.00 0.00 0.00 15,216,415.21
May 25, 2009. . . . . 0.00 0.00 0.00 0.00 0.00 14,841,595.56
June 25, 2009 . . . . 0.00 0.00 0.00 0.00 0.00 14,475,761.89
July 25, 2009 . . . . 0.00 0.00 0.00 0.00 0.00 14,118,702.54
August 25, 2009 . . . 0.00 0.00 0.00 0.00 0.00 13,770,210.77
September 25, 2009. . 0.00 0.00 0.00 0.00 0.00 13,430,084.64
October 25, 2009. . . 0.00 0.00 0.00 0.00 0.00 13,098,126.93
November 25, 2009 . . 0.00 0.00 0.00 0.00 0.00 12,774,145.00
December 25, 2009 . . 0.00 0.00 0.00 0.00 0.00 12,457,950.72
January 25, 2010. . . 0.00 0.00 0.00 0.00 0.00 12,149,360.31
February 25, 2010 . . 0.00 0.00 0.00 0.00 0.00 11,848,194.29
March 25, 2010. . . . 0.00 0.00 0.00 0.00 0.00 11,554,277.38
April 25, 2010. . . . 0.00 0.00 0.00 0.00 0.00 11,267,438.36
May 25, 2010. . . . . 0.00 0.00 0.00 0.00 0.00 10,987,510.01
June 25, 2010 . . . . 0.00 0.00 0.00 0.00 0.00 10,714,329.02
July 25, 2010 . . . . 0.00 0.00 0.00 0.00 0.00 10,447,735.88
August 25, 2010 . . . 0.00 0.00 0.00 0.00 0.00 10,187,574.81
September 25, 2010. . 0.00 0.00 0.00 0.00 0.00 9,933,693.66
October 25, 2010. . . 0.00 0.00 0.00 0.00 0.00 9,685,943.83
November 25, 2010 . . 0.00 0.00 0.00 0.00 0.00 9,444,180.20
December 25, 2010 . . 0.00 0.00 0.00 0.00 0.00 9,208,261.02
</TABLE>
O-5
<PAGE>
<TABLE>
<CAPTION>
Combined
Class IA-4
and
Component
Distribution Date Class IA-2 Class IA-3 Class IA-7 Class IA-8 Class IA-9 IA-1-2
- ----------------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
January 25, 2011. . . 0.00 0.00 0.00 0.00 0.00 8,978,047.87
February 25, 2011 . . 0.00 0.00 0.00 0.00 0.00 8,753,405.56
March 25, 2011. . . . 0.00 0.00 0.00 0.00 0.00 8,534,253.12
April 25, 2011. . . . 0.00 0.00 0.00 0.00 0.00 8,320,408.54
May 25, 2011. . . . . 0.00 0.00 0.00 0.00 0.00 8,111,745.93
June 25, 2011 . . . . 0.00 0.00 0.00 0.00 0.00 7,908,142.38
July 25, 2011 . . . . 0.00 0.00 0.00 0.00 0.00 7,709,477.82
August 25, 2011 . . . 0.00 0.00 0.00 0.00 0.00 7,515,635.02
September 25, 2011. . 0.00 0.00 0.00 0.00 0.00 7,326,499.46
October 25, 2011. . . 0.00 0.00 0.00 0.00 0.00 7,141,959.33
November 25, 2011 . . 0.00 0.00 0.00 0.00 0.00 6,961,905.43
December 25, 2011 . . 0.00 0.00 0.00 0.00 0.00 6,786,231.10
January 25, 2012. . . 0.00 0.00 0.00 0.00 0.00 6,614,832.19
February 25, 2012 . . 0.00 0.00 0.00 0.00 0.00 6,447,607.01
March 25, 2012. . . . 0.00 0.00 0.00 0.00 0.00 6,284,456.21
April 25, 2012. . . . 0.00 0.00 0.00 0.00 0.00 6,125,282.82
May 25, 2012. . . . . 0.00 0.00 0.00 0.00 0.00 5,969,992.09
June 25, 2012 . . . . 0.00 0.00 0.00 0.00 0.00 5,818,491.53
July 25, 2012 . . . . 0.00 0.00 0.00 0.00 0.00 5,670,690.81
August 25, 2012 . . . 0.00 0.00 0.00 0.00 0.00 5,526,501.72
September 25, 2012. . 0.00 0.00 0.00 0.00 0.00 5,385,838.11
October 25, 2012. . . 0.00 0.00 0.00 0.00 0.00 5,248,615.86
November 25, 2012 . . 0.00 0.00 0.00 0.00 0.00 5,114,752.82
December 25, 2012 . . 0.00 0.00 0.00 0.00 0.00 4,984,168.79
January 25, 2013. . . 0.00 0.00 0.00 0.00 0.00 4,856,785.43
February 25, 2013 . . 0.00 0.00 0.00 0.00 0.00 4,732,526.25
March 25, 2013. . . . 0.00 0.00 0.00 0.00 0.00 4,611,316.56
April 25, 2013. . . . 0.00 0.00 0.00 0.00 0.00 4,493,083.42
May 25, 2013. . . . . 0.00 0.00 0.00 0.00 0.00 4,377,755.61
June 25, 2013 . . . . 0.00 0.00 0.00 0.00 0.00 4,265,263.58
July 25, 2013 . . . . 0.00 0.00 0.00 0.00 0.00 4,155,539.43
</TABLE>
O-6
<PAGE>
<TABLE>
<CAPTION>
Combined
Class IA-4
and
Component
Distribution Date Class IA-2 Class IA-3 Class IA-7 Class IA-8 Class IA-9 IA-1-2
- ----------------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
August 25, 2013 . . . 0.00 0.00 0.00 0.00 0.00 4,048,516.85
September 25, 2013. . 0.00 0.00 0.00 0.00 0.00 3,944,131.08
October 25, 2013. . . 0.00 0.00 0.00 0.00 0.00 3,842,318.91
November 25, 2013 . . 0.00 0.00 0.00 0.00 0.00 3,743,018.59
December 25, 2013 . . 0.00 0.00 0.00 0.00 0.00 3,646,169.85
January 25, 2014. . . 0.00 0.00 0.00 0.00 0.00 3,551,713.83
February 25, 2014 . . 0.00 0.00 0.00 0.00 0.00 3,459,593.06
March 25, 2014. . . . 0.00 0.00 0.00 0.00 0.00 3,369,751.41
April 25, 2014. . . . 0.00 0.00 0.00 0.00 0.00 3,282,134.11
May 25, 2014. . . . . 0.00 0.00 0.00 0.00 0.00 3,196,687.64
June 25, 2014 . . . . 0.00 0.00 0.00 0.00 0.00 3,113,359.78
July 25, 2014 . . . . 0.00 0.00 0.00 0.00 0.00 3,032,099.51
August 25, 2014 . . . 0.00 0.00 0.00 0.00 0.00 2,952,857.05
September 25, 2014. . 0.00 0.00 0.00 0.00 0.00 2,875,583.77
October 25, 2014. . . 0.00 0.00 0.00 0.00 0.00 2,800,232.20
November 25, 2014 . . 0.00 0.00 0.00 0.00 0.00 2,726,755.99
December 25, 2014 . . 0.00 0.00 0.00 0.00 0.00 2,655,109.89
January 25, 2015. . . 0.00 0.00 0.00 0.00 0.00 2,585,249.70
February 25, 2015 . . 0.00 0.00 0.00 0.00 0.00 2,517,132.30
March 25, 2015. . . . 0.00 0.00 0.00 0.00 0.00 2,450,715.57
April 25, 2015. . . . 0.00 0.00 0.00 0.00 0.00 2,385,958.38
May 25, 2015. . . . . 0.00 0.00 0.00 0.00 0.00 2,322,820.61
June 25, 2015 . . . . 0.00 0.00 0.00 0.00 0.00 2,261,263.04
July 25, 2015 . . . . 0.00 0.00 0.00 0.00 0.00 2,201,247.41
August 25, 2015 . . . 0.00 0.00 0.00 0.00 0.00 2,142,736.38
September 25, 2015. . 0.00 0.00 0.00 0.00 0.00 2,085,693.46
October 25, 2015. . . 0.00 0.00 0.00 0.00 0.00 2,030,083.05
November 25, 2015 . . 0.00 0.00 0.00 0.00 0.00 1,975,870.39
December 25, 2015 . . 0.00 0.00 0.00 0.00 0.00 1,923,021.54
January 25, 2016. . . 0.00 0.00 0.00 0.00 0.00 1,871,503.38
February 25, 2016 . . 0.00 0.00 0.00 0.00 0.00 1,821,283.56
</TABLE>
O-7
<PAGE>
<TABLE>
<CAPTION>
Combined
Class IA-4
and
Component
Distribution Date Class IA-2 Class IA-3 Class IA-7 Class IA-8 Class IA-9 IA-1-2
- ----------------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
March 25, 2016. . . . 0.00 0.00 0.00 0.00 0.00 1,772,330.51
April 25, 2016. . . . 0.00 0.00 0.00 0.00 0.00 1,724,613.41
May 25, 2016. . . . . 0.00 0.00 0.00 0.00 0.00 1,678,102.16
June 25, 2016 . . . . 0.00 0.00 0.00 0.00 0.00 1,632,767.39
July 25, 2016 . . . . 0.00 0.00 0.00 0.00 0.00 1,588,591.45
August 25, 2016 . . . 0.00 0.00 0.00 0.00 0.00 1,545,534.90
September 25, 2016. . 0.00 0.00 0.00 0.00 0.00 1,503,570.41
October 25, 2016. . . 0.00 0.00 0.00 0.00 0.00 1,462,671.34
November 25, 2016 . . 0.00 0.00 0.00 0.00 0.00 1,422,811.65
December 25, 2016 . . 0.00 0.00 0.00 0.00 0.00 1,383,965.94
January 25, 2017. . . 0.00 0.00 0.00 0.00 0.00 1,346,109.42
February 25, 2017 . . 0.00 0.00 0.00 0.00 0.00 1,309,217.86
March 25, 2017. . . . 0.00 0.00 0.00 0.00 0.00 1,273,267.65
April 25, 2017. . . . 0.00 0.00 0.00 0.00 0.00 1,238,235.72
May 25, 2017. . . . . 0.00 0.00 0.00 0.00 0.00 1,204,099.55
June 25, 2017 . . . . 0.00 0.00 0.00 0.00 0.00 1,170,837.17
July 25, 2017 . . . . 0.00 0.00 0.00 0.00 0.00 1,138,427.13
August 25, 2017 . . . 0.00 0.00 0.00 0.00 0.00 1,106,848.49
September 25, 2017. . 0.00 0.00 0.00 0.00 0.00 1,076,080.82
October 25, 2017. . . 0.00 0.00 0.00 0.00 0.00 1,046,104.16
November 25, 2017 . . 0.00 0.00 0.00 0.00 0.00 1,076,899.06
December 25, 2017 . . 0.00 0.00 0.00 0.00 0.00 988,446.50
January 25, 2018. . . 0.00 0.00 0.00 0.00 0.00 960,727.95
February 25, 2018 . . 0.00 0.00 0.00 0.00 0.00 933,725.29
March 25, 2018. . . . 0.00 0.00 0.00 0.00 0.00 907,420.86
April 25, 2018. . . . 0.00 0.00 0.00 0.00 0.00 881,797.42
May 25, 2018. . . . . 0.00 0.00 0.00 0.00 0.00 856,838.13
June 25, 2018 . . . . 0.00 0.00 0.00 0.00 0.00 832,526.58
July 25, 2018 . . . . 0.00 0.00 0.00 0.00 0.00 808,846.72
August 25, 2018 . . . 0.00 0.00 0.00 0.00 0.00 785,782.93
September 25, 2018. . 0.00 0.00 0.00 0.00 0.00 763,319.92
</TABLE>
O-8
<PAGE>
<TABLE>
<CAPTION>
Combined
Class IA-4
and
Component
Distribution Date Class IA-2 Class IA-3 Class IA-7 Class IA-8 Class IA-9 IA-1-2
- ----------------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
October 25, 2018. . . 0.00 0.00 0.00 0.00 0.00 741,442.79
November 25, 2018 . . 0.00 0.00 0.00 0.00 0.00 720,137.01
December 25, 2018 . . 0.00 0.00 0.00 0.00 0.00 699,388.38
January 25, 2019. . . 0.00 0.00 0.00 0.00 0.00 679,183.05
February 25, 2019 . . 0.00 0.00 0.00 0.00 0.00 659,507.50
March, 25, 2019 . . . 0.00 0.00 0.00 0.00 0.00 640,348.55
April 25, 2019. . . . 0.00 0.00 0.00 0.00 0.00 621,693.32
May 25, 2019. . . . . 0.00 0.00 0.00 0.00 0.00 603,529.25
June 25, 2019 . . . . 0.00 0.00 0.00 0.00 0.00 585,844.09
July 25, 2019 . . . . 0.00 0.00 0.00 0.00 0.00 568,625.87
August 25, 2019 . . . 0.00 0.00 0.00 0.00 0.00 551,862.93
September 25, 2019. . 0.00 0.00 0.00 0.00 0.00 535,543.86
October 25, 2019. . . 0.00 0.00 0.00 0.00 0.00 519,657.57
November 25, 2019 . . 0.00 0.00 0.00 0.00 0.00 504,196.61
December 25, 2019 . . 0.00 0.00 0.00 0.00 0.00 489,146.86
January 25, 2020. . . 0.00 0.00 0.00 0.00 0.00 474,498.00
February 25, 2020 . . 0.00 0.00 0.00 0.00 0.00 460,239.96
March 25, 2020. . . . 0.00 0.00 0.00 0.00 0.00 446,362.90
April 25, 2020. . . . 0.00 0.00 0.00 0.00 0.00 432,857.25
May 25, 2020. . . . . 0.00 0.00 0.00 0.00 0.00 419,713.64
June 25, 2020 . . . . 0.00 0.00 0.00 0.00 0.00 406,922.95
July 25, 2020 . . . . 0.00 0.00 0.00 0.00 0.00 394,476.28
August 25, 2020 . . . 0.00 0.00 0.00 0.00 0.00 382,364.93
September 25, 2020. . 0.00 0.00 0.00 0.00 0.00 370,583.97
October 25, 2020. . . 0.00 0.00 0.00 0.00 0.00 359,121.45
November 25, 2020 . . 0.00 0.00 0.00 0.00 0.00 347,969.31
December 25, 2020 . . 0.00 0.00 0.00 0.00 0.00 337,119.67
January 25, 2021. . . 0.00 0.00 0.00 0.00 0.00 326,564.87
February 25, 2021 . . 0.00 0.00 0.00 0.00 0.00 316,297.40
March 25, 2021. . . . 0.00 0.00 0.00 0.00 0.00 306,309.97
April 25, 2021. . . . 0.00 0.00 0.00 0.00 0.00 296,595.46
</TABLE>
O-9
<PAGE>
<TABLE>
<CAPTION>
Combined
Class IA-4
and
Component
Distribution Date Class IA-2 Class IA-3 Class IA-7 Class IA-8 Class IA-9 IA-1-2
- ----------------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
May 25, 2021. . . . . 0.00 0.00 0.00 0.00 0.00 287,146.90
June 25, 2021 . . . . 0.00 0.00 0.00 0.00 0.00 277,957.51
July 25, 2021 . . . . 0.00 0.00 0.00 0.00 0.00 269,020.68
August 25, 2021 . . . 0.00 0.00 0.00 0.00 0.00 260,329.96
September 25, 2021. . 0.00 0.00 0.00 0.00 0.00 251,879.04
October 25, 2021. . . 0.00 0.00 0.00 0.00 0.00 243,661.79
November 25, 2021 . . 0.00 0.00 0.00 0.00 0.00 235,672.22
December 25, 2021 . . 0.00 0.00 0.00 0.00 0.00 227,904.47
January 25, 2022. . . 0.00 0.00 0.00 0.00 0.00 220,352.86
February 25, 2022 . . 0.00 0.00 0.00 0.00 0.00 213,011.83
March 25, 2022. . . . 0.00 0.00 0.00 0.00 0.00 205,875.95
April 25, 2022. . . . 0.00 0.00 0.00 0.00 0.00 198,939.92
May 25, 2022. . . . . 0.00 0.00 0.00 0.00 0.00 192,198.60
June 25, 2022 . . . . 0.00 0.00 0.00 0.00 0.00 185,646.95
July 25, 2022 . . . . 0.00 0.00 0.00 0.00 0.00 179,280.07
August 25, 2022 . . . 0.00 0.00 0.00 0.00 0.00 173,093.17
September 25, 2022. . 0.00 0.00 0.00 0.00 0.00 167,081.57
October 25, 2022. . . 0.00 0.00 0.00 0.00 0.00 161,240.74
November 25, 2022 . . 0.00 0.00 0.00 0.00 0.00 155,569.21
December 25, 2022 . . 0.00 0.00 0.00 0.00 0.00 150,059.55
January 25, 2023. . . 0.00 0.00 0.00 0.00 0.00 144,707.55
February 25, 2023 . . 0.00 0.00 0.00 0.00 0.00 139,509.09
March 25, 2023. . . . 0.00 0.00 0.00 0.00 0.00 134,465.24
April 25, 2023. . . . 0.00 0.00 0.00 0.00 0.00 129,566.81
May 25, 2023. . . . . 0.00 0.00 0.00 0.00 0.00 124,813.48
June 25, 2023 . . . . 0.00 0.00 0.00 0.00 0.00 120,200.81
July 25, 2023 . . . . 0.00 0.00 0.00 0.00 0.00 115,722.18
August 25, 2023 . . . 0.00 0.00 0.00 0.00 0.00 111,374,05
September 25, 2023. . 0.00 0.00 0.00 0.00 0.00 107,152.98
October 25, 2023. . . 0.00 0.00 0.00 0.00 0.00 103,056.85
November 25, 2023 . . 0.00 0.00 0.00 0.00 0.00 99,082.05
</TABLE>
O-10
<PAGE>
<TABLE>
<CAPTION>
Combined
Class IA-4
and
Component
Distribution Date Class IA-2 Class IA-3 Class IA-7 Class IA-8 Class IA-9 IA-1-2
- ----------------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
December 25, 2023 . . 0.00 0.00 0.00 0.00 0.00 95,224.44
January 25, 2024. . . 0.00 0.00 0.00 0.00 0.00 91,480.90
February 25, 2024 . . 0.00 0.00 0.00 0.00 0.00 87,848.41
March 25, 2024. . . . 0.00 0.00 0.00 0.00 0.00 84,324.03
April 25, 2024. . . . 0.00 0.00 0.00 0.00 0.00 80,904.87
May 25, 2024. . . . . 0.00 0.00 0.00 0.00 0.00 77,588.13
June 25, 2024 . . . . 0.00 0.00 0.00 0.00 0.00 74,371.91
July 25, 2024 . . . . 0.00 0.00 0.00 0.00 0.00 71,253.83
August 25, 2024 . . . 0.00 0.00 0.00 0.00 0.00 68,230.11
September 25, 2024. . 0.00 0.00 0.00 0.00 0.00 65,298.20
October 25, 2024. . . 0.00 0.00 0.00 0.00 0.00 62,457.20
November 25, 2024 . . 0.00 0.00 0.00 0.00 0.00 59,704.01
December 25, 2024 . . 0.00 0.00 0.00 0.00 0.00 57,036.37
January 25, 2025. . . 0.00 0.00 0.00 0.00 0.00 54,452.44
February 25, 2025 . . 0.00 0.00 0.00 0.00 0.00 51,948.42
March 25, 2025. . . . 0.00 0.00 0.00 0.00 0.00 49,522.82
April 25, 2025. . . . 0.00 0.00 0.00 0.00 0.00 47,172.83
May 25, 2025. . . . . 0.00 0.00 0.00 0.00 0.00 44,899.67
June 25, 2025 . . . . 0.00 0.00 0.00 0.00 0.00 42,698.98
July 25, 2025 . . . . 0.00 0.00 0.00 0.00 0.00 40,568.41
August 25, 2025 . . . 0.00 0.00 0.00 0.00 0.00 38,506.09
September 25, 2025. . 0.00 0.00 0.00 0.00 0.00 36,509.41
October 25, 2025. . . 0.00 0.00 0.00 0.00 0.00 34,576.58
November 25, 2025 . . 0.00 0.00 0.00 0.00 0.00 32,707.03
December 25, 2025 . . 0.00 0.00 0.00 0.00 0.00 30,897.81
January 25, 2026. . . 0.00 0.00 0.00 0.00 0.00 29,147.99
February 25, 2026 . . 0.00 0.00 0.00 0.00 0.00 27,459.01
March 25, 2026. . . . 0.00 0.00 0.00 0.00 0.00 25,829.26
April 25, 2026. . . . 0.00 0.00 0.00 0.00 0.00 24,259.56
May 25, 2026. . . . . 0.00 0.00 0.00 0.00 0.00 22,751.34
June 25, 2026 . . . . 0.00 0.00 0.00 0.00 0.00 21,297.20
</TABLE>
O-11
<PAGE>
<TABLE>
<CAPTION>
Combined
Class IA-4
and
Component
Distribution Date Class IA-2 Class IA-3 Class IA-7 Class IA-8 Class IA-9 IA-1-2
- ----------------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
July 25, 2026 . . . . 0.00 0.00 0.00 0.00 0.00 19,895.42
August 25, 2026 . . . 0.00 0.00 0.00 0.00 0.00 18,544.86
September 25, 2026. . 0.00 0.00 0.00 0.00 0.00 17,240.35
October 25, 2026. . . 0.00 0.00 0.00 0.00 0.00 15,981.50
November 25, 2026 . . 0.00 0.00 0.00 0.00 0.00 14,768.10
December 25, 2026 . . 0.00 0.00 0.00 0.00 0.00 13,599.12
January 25, 2027. . . 0.00 0.00 0.00 0.00 0.00 12,471.17
February 25, 2027 . . 0.00 0.00 0.00 0.00 0.00 11,383.21
March 25, 2027. . . . 0.00 0.00 0.00 0.00 0.00 10,335.06
April 25, 2027. . . . 0.00 0.00 0.00 0.00 0.00 9,324.82
May 25, 2027. . . . . 0.00 0.00 0.00 0.00 0.00 8,352.16
June 25, 2027 . . . . 0.00 0.00 0.00 0.00 0.00 7,415.13
July 25, 2027 . . . . 0.00 0.00 0.00 0.00 0.00 6,513.89
August 25, 2027 . . . 0.00 0.00 0.00 0.00 0.00 5,648.02
September 25, 2027. . 0.00 0.00 0.00 0.00 0.00 4,818.41
October 25, 2027. . . 0.00 0.00 0.00 0.00 0.00 4,028.62
November 25, 2027 . . 0.00 0.00 0.00 0.00 0.00 3,275.55
December 25, 2027 . . 0.00 0.00 0.00 0.00 0.00 2,561.15
January 25, 2028. . . 0.00 0.00 0.00 0.00 0.00 1,888.77
February 25, 2028 . . 0.00 0.00 0.00 0.00 0.00 1,253.51
March 25, 2028. . . . 0.00 0.00 0.00 0.00 0.00 664.85
April 25, 2028. . . . 0.00 0.00 0.00 0.00 0.00 214.89
May 25, 2028. . . . . 0.00 0.00 0.00 0.00 0.00 8.03
June 25, 2028 . . . . 0.00 0.00 0.00 0.00 0.00 0.00
</TABLE>
O-12
<PAGE>
EXHIBIT P
TARGETED PRINCIPAL BALANCES
<TABLE>
<CAPTION>
Component
Distribution Date Class IA-5 IA-1-3
- ----------------- ---------- ---------
<S> <C> <C>
Initial Balance . . . . . . . . . . . . . . $71,376,367 $47,980,767
July 25, 1998 . . . . . . . . . . . . . . . 70,741,710 48,260,655
August 25, 1998 . . . . . . . . . . . . . . 70,039,319 48,542,175
September 25, 1998. . . . . . . . . . . . . 69,269,998 48,825,338
October 25, 1998. . . . . . . . . . . . . . 68,434,524 49,110,152
November 25, 1998 . . . . . . . . . . . . . 67,534,454 49,396,628
December 25, 1998 . . . . . . . . . . . . . 66,571,498 49,684,775
January 25, 1999. . . . . . . . . . . . . . 65,546,810 49,974,603
February 25, 1999 . . . . . . . . . . . . . 64,461,566 50,266,122
March 25, 1999. . . . . . . . . . . . . . . 63,316,983 50,559,341
April 25, 1999. . . . . . . . . . . . . . . 62,114,112 50,854,270
May 25, 1999. . . . . . . . . . . . . . . . 60,854,204 51,150,920
June 25, 1999 . . . . . . . . . . . . . . . 59,538,732 51,449,301
July 25, 1999 . . . . . . . . . . . . . . . 58,169,164 51,749,421
August 25, 1999 . . . . . . . . . . . . . . 56,747,101 52,051,293
September 25, 1999. . . . . . . . . . . . . 55,274,193 52,354,926
October 25, 1999. . . . . . . . . . . . . . 53,752,227 52,660,329
November 25, 1999 . . . . . . . . . . . . . 52,182,926 52,967,515
December 25, 1999 . . . . . . . . . . . . . 50,568,275 53,276,492
January 25, 2000. . . . . . . . . . . . . . 48,910,221 53,587,271
February 25, 2000 . . . . . . . . . . . . . 47,210,807 53,899,864
March 25, 2000. . . . . . . . . . . . . . . 45,472,389 54,214,280
April 25, 2000. . . . . . . . . . . . . . . 43,697,391 54,530,530
May 25, 2000. . . . . . . . . . . . . . . . 41,888,287 54,848,624
June 25, 2000 . . . . . . . . . . . . . . . 40,047,964 55,168,575
July 25, 2000 . . . . . . . . . . . . . . . 38,179,385 55,490,391
August 25, 2000 . . . . . . . . . . . . . . 36,285,990 55,814,085
</TABLE>
P-1
<PAGE>
<TABLE>
<CAPTION>
Component
Distribution Date Class IA-5 IA-1-3
- ----------------- ---------- ---------
<S> <C> <C>
September 25, 2000. . . . . . . . . . . . . 34,371,359 56,139,667
October 25, 2000. . . . . . . . . . . . . . 32,448,831 56,467,149
November 25, 2000 . . . . . . . . . . . . . 30,542,471 56,796,541
December 25, 2000 . . . . . . . . . . . . . 28,670,138 57,127,854
January 25, 2001. . . . . . . . . . . . . . 26,832,000 57,461,099
February 25, 2001 . . . . . . . . . . . . . 25,027,445 57,796,289
March 25, 2001. . . . . . . . . . . . . . . 23,255,874 58,133,434
April 25, 2001. . . . . . . . . . . . . . . 21,516,694 58,472,546
May 25, 2001. . . . . . . . . . . . . . . . 19,809,322 58,813,636
June 25, 2001 . . . . . . . . . . . . . . . 18,133,182 59,156,715
July 25, 2001 . . . . . . . . . . . . . . . 16,487,707 59,501,796
August 25, 2001 . . . . . . . . . . . . . . 14,872,338 59,848,890
September 25, 2001. . . . . . . . . . . . . 13,286,523 60,198,009
October 25, 2001. . . . . . . . . . . . . . 11,729,720 60,549,164
November 25, 2001 . . . . . . . . . . . . . 10,201,392 60,902,367
December 25, 2001 . . . . . . . . . . . . . 8,701,011 61,257,631
January 25, 2002. . . . . . . . . . . . . . 7,228,057 61,614,967
February 25, 2002 . . . . . . . . . . . . . 5,782,016 61,974,388
March 25, 2002. . . . . . . . . . . . . . . 4,362,384 62,335,905
April 25, 2002. . . . . . . . . . . . . . . 2,968,661 62,699,531
May 25, 2002. . . . . . . . . . . . . . . . 1,600,355 63,065,278
June 25, 2002 . . . . . . . . . . . . . . . 256,982 63,433,159
July 25, 2002 . . . . . . . . . . . . . . . 0.00 62,741,251
August 25, 2002 . . . . . . . . . . . . . . 0.00 61,818,503
September 25, 2002. . . . . . . . . . . . . 0.00 60,921,447
October 25, 2002. . . . . . . . . . . . . . 0.00 60,049,638
November 25, 2002 . . . . . . . . . . . . . 0.00 59,202,636
December 25, 2002 . . . . . . . . . . . . . 0.00 58,380,011
January 25, 2003. . . . . . . . . . . . . . 0.00 57,581,336
February 25, 2003 . . . . . . . . . . . . . 0.00 56,806,193
March 25, 2003. . . . . . . . . . . . . . . 0.00 56,054,169
April 25, 2003. . . . . . . . . . . . . . . 0.00 55,324,856
</TABLE>
P-2
<PAGE>
<TABLE>
<CAPTION>
Component
Distribution Date Class IA-5 IA-1-3
- ----------------- ---------- ---------
<S> <C> <C>
May 25, 2003. . . . . . . . . . . . . . . . 0.00 54,617,855
June 25, 2003 . . . . . . . . . . . . . . . 0.00 53,932,769
July 25, 2003 . . . . . . . . . . . . . . . 0.00 53,294,547
August 25, 2003 . . . . . . . . . . . . . . 0.00 52,677,256
September 25, 2003. . . . . . . . . . . . . 0.00 52,080,519
October 25, 2003. . . . . . . . . . . . . . 0.00 51,503,966
November 25, 2003 . . . . . . . . . . . . . 0.00 50,947,229
December 25, 2003 . . . . . . . . . . . . . 0.00 50,409,950
January 25, 2004. . . . . . . . . . . . . . 0.00 49,891,774
February 25, 2004 . . . . . . . . . . . . . 0.00 49,392,350
March 25, 2004. . . . . . . . . . . . . . . 0.00 48,911,335
April 25, 2004. . . . . . . . . . . . . . . 0.00 48,448,390
May 25, 2004. . . . . . . . . . . . . . . . 0.00 48,003,181
June 25, 2004 . . . . . . . . . . . . . . . 0.00 47,575,379
July 25, 2004 . . . . . . . . . . . . . . . 0.00 47,172,395
August 25, 2004 . . . . . . . . . . . . . . 0.00 46,786,045
September 25, 2004. . . . . . . . . . . . . 0.00 46,416,015
October 25, 2004. . . . . . . . . . . . . . 0.00 46,061,997
November 25, 2004 . . . . . . . . . . . . . 0.00 45,723,687
December 25, 2004 . . . . . . . . . . . . . 0.00 45,400,786
January 25, 2005. . . . . . . . . . . . . . 0.00 45,092,999
February 25, 2005 . . . . . . . . . . . . . 0.00 44,781,553
March 25, 2005. . . . . . . . . . . . . . . 0.00 44,459,093
April 25, 2005. . . . . . . . . . . . . . . 0.00 44,126,107
May 25, 2005. . . . . . . . . . . . . . . . 0.00 43,783,073
June 25, 2005 . . . . . . . . . . . . . . . 0.00 43,430,452
July 25, 2005 . . . . . . . . . . . . . . . 0.00 43,053,038
August 25, 2005 . . . . . . . . . . . . . . 0.00 42,667,576
September 25, 2005. . . . . . . . . . . . . 0.00 42,274,472
October 25, 2005. . . . . . . . . . . . . . 0.00 41,874,331
November 25, 2005 . . . . . . . . . . . . . 0.00 41,467,319
December 25, 2005 . . . . . . . . . . . . . 0.00 41,053,807
</TABLE>
P-3
<PAGE>
<TABLE>
<CAPTION>
Component
Distribution Date Class IA-5 IA-1-3
- ----------------- ---------- ---------
<S> <C> <C>
January 25, 2006. . . . . . . . . . . . . . 0.00 40,634,151
February 25, 2006 . . . . . . . . . . . . . 0.00 40,208,696
March 25, 2006. . . . . . . . . . . . . . . 0.00 39,777,778
April 25, 2006. . . . . . . . . . . . . . . 0.00 39,341,721
May 25, 2006. . . . . . . . . . . . . . . . 0.00 38,900,838
June 25, 2006 . . . . . . . . . . . . . . . 0.00 38,455,432
July 25, 2006 . . . . . . . . . . . . . . . 0.00 37,994,366
August 25, 2006 . . . . . . . . . . . . . . 0.00 37,530,072
September 25, 2006. . . . . . . . . . . . . 0.00 37,062,803
October 25, 2006. . . . . . . . . . . . . . 0.00 36,592,799
November 25, 2006 . . . . . . . . . . . . . 0.00 36,120,295
December 25, 2006 . . . . . . . . . . . . . 0.00 35,645,516
January 25, 2007. . . . . . . . . . . . . . 0.00 35,168,680
February 25, 2007 . . . . . . . . . . . . . 0.00 34,689,997
March 25, 2007. . . . . . . . . . . . . . . 0.00 34,209,671
April 25, 2007. . . . . . . . . . . . . . . 0.00 33,727,896
May 25, 2007. . . . . . . . . . . . . . . . 0.00 33,244,861
June 25, 2007 . . . . . . . . . . . . . . . 0.00 32,760,748
July 25, 2007 . . . . . . . . . . . . . . . 0.00 32,268,574
August 25, 2007 . . . . . . . . . . . . . . 0.00 31,776,337
September 25, 2007. . . . . . . . . . . . . 0.00 31,284,170
October 25, 2007. . . . . . . . . . . . . . 0.00 30,792,200
November 25, 2007 . . . . . . . . . . . . . 0.00 30,300,551
December 25, 2007 . . . . . . . . . . . . . 0.00 29,809,341
January 25, 2008. . . . . . . . . . . . . . 0.00 29,318,683
February 25, 2008 . . . . . . . . . . . . . 0.00 28,828,687
March 25, 2008. . . . . . . . . . . . . . . 0.00 28,339,455
April 25, 2008. . . . . . . . . . . . . . . 0.00 27,851,089
May 25, 2008. . . . . . . . . . . . . . . . 0.00 27,363,685
June 25, 2008 . . . . . . . . . . . . . . . 0.00 26,877,334
July 25, 2008 . . . . . . . . . . . . . . . 0.00 26,392,124
August 25, 2008 . . . . . . . . . . . . . . 0.00 25,908,140
</TABLE>
P-4
<PAGE>
<TABLE>
<CAPTION>
Component
Distribution Date Class IA-5 IA-1-3
- ----------------- ---------- ---------
<S> <C> <C>
September 25, 2008. . . . . . . . . . . . . 0.00 25,425,461
October 25, 2008. . . . . . . . . . . . . . 0.00 24,944,164
November 25, 2008 . . . . . . . . . . . . . 0.00 24,464,324
December 25, 2008 . . . . . . . . . . . . . 0.00 23,986,009
January 25, 2009. . . . . . . . . . . . . . 0.00 23,509,286
February 25, 2009 . . . . . . . . . . . . . 0.00 23,034,219
March 25, 2009. . . . . . . . . . . . . . . 0.00 22,560,867
April 25, 2009. . . . . . . . . . . . . . . 0.00 22,089,289
May 25, 2009. . . . . . . . . . . . . . . . 0.00 21,619,538
June 25, 2009 . . . . . . . . . . . . . . . 0.00 21,151,666
July 25, 2009 . . . . . . . . . . . . . . . 0.00 20,685,721
August 25, 2009 . . . . . . . . . . . . . . 0.00 20,221,750
September 25, 2009. . . . . . . . . . . . . 0.00 19,759,796
October 25, 2009. . . . . . . . . . . . . . 0.00 19,299,901
November 25, 2009 . . . . . . . . . . . . . 0.00 18,842,102
December 25, 2009 . . . . . . . . . . . . . 0.00 18,386,436
January 25, 2010. . . . . . . . . . . . . . 0.00 17,932,936
February 25, 2010 . . . . . . . . . . . . . 0.00 17,481,635
March 25, 2010. . . . . . . . . . . . . . . 0.00 17,032,562
April 25, 2010. . . . . . . . . . . . . . . 0.00 16,585,745
May 25, 2010. . . . . . . . . . . . . . . . 0.00 16,141,209
June 25, 2010 . . . . . . . . . . . . . . . 0.00 15,698,977
July 25, 2010 . . . . . . . . . . . . . . . 0.00 15,259,071
August 25, 2010 . . . . . . . . . . . . . . 0.00 14,821,511
September 25, 2010. . . . . . . . . . . . . 0.00 14,386,315
October 25, 2010. . . . . . . . . . . . . . 0.00 13,953,500
November 25, 2010 . . . . . . . . . . . . . 0.00 13,523,079
December 25, 2010 . . . . . . . . . . . . . 0.00 13,095,067
January 25, 2011. . . . . . . . . . . . . . 0.00 12,669,474
February 25, 2011 . . . . . . . . . . . . . 0.00 12,246,311
March 25, 2011. . . . . . . . . . . . . . . 0.00 11,825,766
April 25, 2011. . . . . . . . . . . . . . . 0.00 11,407,664
</TABLE>
P-5
<PAGE>
<TABLE>
<CAPTION>
Component
Distribution Date Class IA-5 IA-1-3
- ----------------- ---------- ---------
<S> <C> <C>
May 25, 2011. . . . . . . . . . . . . . . . 0.00 10,992,011
June 25, 2011 . . . . . . . . . . . . . . . 0.00 10,578,810
July 25, 2011 . . . . . . . . . . . . . . . 0.00 10,168,066
August 25, 2011 . . . . . . . . . . . . . . 0.00 9,759,781
September 25, 2011. . . . . . . . . . . . . 0.00 9,353,955
October 25, 2011. . . . . . . . . . . . . . 0.00 8,950,588
November 25, 2011 . . . . . . . . . . . . . 0.00 8,549,679
December 25, 2011 . . . . . . . . . . . . . 0.00 8,151,225
January 25, 2012. . . . . . . . . . . . . . 0.00 7,755,224
February 25, 2012 . . . . . . . . . . . . . 0.00 7,361,671
March 25, 2012. . . . . . . . . . . . . . . 0.00 6,970,560
April 25, 2012. . . . . . . . . . . . . . . 0.00 6,581,885
May 25, 2012. . . . . . . . . . . . . . . . 0.00 6,195,640
June 25, 2012 . . . . . . . . . . . . . . . 0.00 5,811,816
July 25, 2012 . . . . . . . . . . . . . . . 0.00 5,430,404
August 25, 2012 . . . . . . . . . . . . . . 0.00 5,051,396
September 25, 2012. . . . . . . . . . . . . 0.00 4,674,781
October 25, 2012. . . . . . . . . . . . . . 0.00 4,300,547
November 25, 2012 . . . . . . . . . . . . . 0.00 3,928,683
December 25, 2012 . . . . . . . . . . . . . 0.00 3,559,177
January 25, 2013. . . . . . . . . . . . . . 0.00 3,192,016
February 25, 2013 . . . . . . . . . . . . . 0.00 2,827,186
March 25, 2013. . . . . . . . . . . . . . . 0.00 2,464,673
April 25, 2013. . . . . . . . . . . . . . . 0.00 2,104,462
May 25, 2013. . . . . . . . . . . . . . . . 0.00 1,746,538
June 25, 2013 . . . . . . . . . . . . . . . 0.00 1,390,885
July 25, 2013 . . . . . . . . . . . . . . . 0.00 1,037,487
August 25, 2013 . . . . . . . . . . . . . . 0.00 686,326
September 25, 2013. . . . . . . . . . . . . 0.00 337,387
October 25, 2013. . . . . . . . . . . . . . 0.00 0
</TABLE>
P-6
<PAGE>
EXHIBIT Q
BLOOMBERG DATA
Loan Number
Property Type
Owner Occupied
Loan Purpose
Loan Type
Current Interest Rate
Original Balance
Current Balance
First Payment Date
Maturity Date
Current PNI
Servicing Fee
Loan Term
Foreclosure/REO
Loan to Value Ratio
State Code
Interest Paid to Date
Zip Code
PIF Data
Loan Group
Amortized Remaining Term
Q-1
<PAGE>
EXHIBIT R
FORM OF SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the
"Agreement") is made and entered into as of [DATE], between LaSalle Home
Mortgage Corporation (the "Depositor") and __________________________ (the
"Purchaser").
PRELIMINARY STATEMENT
____________________________ (the "Owner") is the holder of the
entire interest in ABN AMRO Mortgage Corporation Multi-Class Mortgage
Pass-Through Certificates, Series 1998-2 (the "Certificates"). The
Certificates were issued pursuant to a Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement") among ABN AMRO Mortgage Corporation, as
depositor, as servicer thereunder (the "Servicer") and Chase Bank of Texas,
National Association, as trustee (the "Trustee").
The Owner intends to resell all of the Certificates directly to
the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed
that the Depositor, as Servicer, will engage in certain special servicing
procedures relating to foreclosures for benefit of the Purchaser, and that
the Purchaser will deposit funds in a collateral fund to cover any losses
attributable to such procedures as well as all advances and costs in
connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the
receipt and sufficiency of which are hereby acknowledged, the Depositor and
the Purchaser agree to the following:
ARTICLE I.
DEFINITIONS
Section 1.01. DEFINED TERMS.
Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the following
meanings:
R-1
<PAGE>
BUSINESS DAY: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in the State of New York are
required or authorized by law or executive order to be closed.
COLLATERAL FUND: The fund established and maintained pursuant
to Section 3.01 hereof.
COLLATERAL FUND PERMITTED INVESTMENTS: Either: (i)
obligations of, or obligations fully guaranteed as to principal and interest
by, the United States, or any agency or instrumentality thereof, provided
such obligations are backed by the full faith and credit of the United
States, (ii) a money market fund rated in the highest rating category by a
nationally recognized rating agency selected by the Depositor, (iii) cash,
(iv) mortgage pass-through certificates issued or guaranteed by GNMA, FNMA or
FHLMC, (v) commercial paper (including both non-interest bearing discount
obligations and interest bearing obligations payable on demand or on a
specified date), the issuer of which may be an affiliate of the Depositor,
having at the time of such investment a rating of at least A-1 by Standard
and Poor's Corporation ("S&P") or at least P-1 by Moody's Investors Service,
Inc. ("Moody's") and (vi) demand and time deposits in, certificates of
deposit of, any depository institution or trust company (which may be an
affiliate of the Depositor) incorporated 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 either (x) the long-term debt obligations of such depository
institution or trust company have a rating of at least Aa2 by Moody's or AA
by S&P or (y) the certificate of deposit or other unsecured short-term debt
obligations of such depository institution or trust company have a rating of
at least P-1 by Moody's or A-1 by S&P and, for each of the preceding clauses
(i), (iv), (v) and (vi), the maturity thereof shall be not later than the
earlier to occur of (A) 30 days from the date of the related investment and
(B) the next succeeding Distribution Date.
COMMENCEMENT OF FORECLOSURE: The first official action
required under local law in order to commence foreclosure proceedings or to
schedule a trustee's sale under a deed of trust, including (i) in the case of
a mortgage, any filing or service of process necessary to commence an action
to foreclose, or (ii) in the case of a deed of trust, the posting,
publishing, filing or delivery of a notice of sale, but not including in
either case (x) any notice of default, notice of intent to foreclose or sell
or any other action prerequisite to the actions specified in (i) or (ii)
above and upon the consent of the Purchaser which will be deemed given unless
expressly withheld within two Business Days of notification, (y) the
acceptance of a deed-in-lieu of foreclosure (whether in connection with a
sale of the related property or otherwise) or (z) initiation and completion
of a short pay-off.
CURRENT APPRAISAL: With respect to any Mortgage Loan as to
which the Purchaser has made an Election to Delay Foreclosure, an appraisal
of the related Mortgaged Property obtained by the Purchaser at its expense
from an appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Depositor as nearly contemporaneously as
R-2
<PAGE>
practicable to the time of the Purchaser's election, prepared based on the
Depositor's customary requirements for such appraisals.
ELECTION TO DELAY FORECLOSURE: Any election by the Purchaser
to delay the Commencement of Foreclosure, made in accordance with Section
2.02(b).
ELECTION TO FORECLOSE: Any election by the Purchaser to
proceed with the commencement of Foreclosure, made in accordance with Section
2.03(a).
REQUIRED COLLATERAL FUND BALANCE: As of any date of
determination, an amount equal to the aggregate of all amounts previously
required to be deposited in the Collateral Fund pursuant to Section 2.02(d)
(after adjustment for all withdrawals and deposits pursuant to Section
2.02(e)) and Section 2.03(b) (after adjustment for all withdrawals and
deposits pursuant to Section 2.03(c)) and Section 3.02 to be reduced by all
withdrawals therefrom pursuant to Section 2.02(g) and Section 2.03(d).
Section 1.02. DEFINITIONS INCORPORATED BY REFERENCE.
All capitalized terms not otherwise defined in this Agreement
shall have the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II.
SPECIAL SERVICING PROCEDURES
Section 2.01. REPORTS AND NOTICES.
(a) In connection with the performance of its duties
under the Pooling and Servicing Agreement relating to the realization upon
defaulted Mortgage Loans, the Depositor, as Servicer, shall provide to the
Purchaser the following notices and reports:
(b) Within five Business Days after each Distribution
Date (or included in or with the monthly statement to Certificateholders
pursuant to the Pooling and Servicing Agreement), the Depositor shall provide
to the Purchaser a report indicating for the Trust the number of Mortgage
Loans that are (A) thirty days, (B) sixty days, (C) ninety days or more
delinquent or (D) in foreclosure, and indicating for each such Mortgage Loan
the outstanding principal balance.
(c) Prior to the Commencement of Foreclosure in
connection with any Mortgage Loan, the Depositor shall provide the Purchaser
with a notice (sent by telecopier) of such proposed and imminent foreclosure,
stating the loan number and the aggregate amount owing under the Mortgage
Loan.
R-3
<PAGE>
(d) If requested by the Purchaser, the Depositor
shall make its servicing personnel available (during their normal business
hours) to respond to reasonable inquiries by the Purchaser in connection with
any Mortgage Loan identified in a report under subsection (a)(i)(B),
(a)(i)(C), (a)(i)(D) or (a)(ii) which has been given to the Purchaser;
provided, that (1) the Depositor shall only be required to provide
information that is readily accessible to its servicing personnel and is
non-confidential and (2) the Depositor shall not be required to provide any
written information under this subsection.
(e) In addition to the foregoing, the Depositor shall
provide to the Purchaser such information as the Purchaser may reasonably
request concerning each Mortgage Loan that is at least sixty days delinquent
and each Mortgage Loan which has become real estate owned, through the final
liquidation thereof; provided that the Depositor shall only be required to
provide information that is readily accessible to its servicing personnel and
is non-confidential.
(f) With respect to all Mortgage Loans which are
serviced at any time by the Depositor through a Subservicer, the Depositor
shall be entitled to rely for all purposes hereunder, including for purposes
of fulfilling its reporting obligations under this Section 2.01 on the
accuracy and completeness of any information provided to it by the applicable
Subservicer.
Section 2.02. PURCHASER'S ELECTION TO DELAY FORECLOSURE
PROCEEDINGS.
(a) The Purchaser directs the Depositor that in the
event that the Depositor does not receive written notice of the Purchaser's
election pursuant to subsection (b) below within 24 hours (exclusive of any
intervening non-Business Days) of transmission of the notice provided by the
Depositor under Section 2.01(a)(ii), subject to extension as set forth in
Section 2.02(b), the Depositor shall proceed with the Commencement of
Foreclosure in respect of such Mortgage Loan in accordance with its normal
foreclosure policies without further notice to the Purchaser. Any
foreclosure that has been initiated may be discontinued (i) without notice to
the Purchaser, if the Mortgage Loan has been brought current or if a
refinancing or prepayment occurs with respect to the Mortgage Loan (including
by means of a short payoff approved by the Depositor) (ii) with notice to the
Purchaser if the Depositor has reached the terms of a forbearance agreement
with the borrower. In such latter case the Depositor may complete such
forbearance agreement unless instructed otherwise by the Purchaser within one
Business Day of notification.
(b) In connection with any Mortgage Loan with respect
to which a notice under Section 2.01(a)(ii) has been given to the Purchaser,
the Purchaser may elect, for reasonable cause as determined by the Purchaser,
to instruct the Depositor to delay the Commencement of Foreclosure until such
term as the Purchaser determines that the Depositor may proceed with the
Commencement of Foreclosure. Such election must be evidenced by written
notice received within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Depositor under
R-4
<PAGE>
Section 2.01(a)(ii). Such 24 hour period shall be extended for no longer
than an additional four Business Days after the receipt of the information if
the Purchaser requests additional information related to such foreclosure;
provided, however that the Purchaser will have at least one Business Day to
respond to any requested additional information. Any such additional
information shall (i) not be confidential in nature and (ii) be obtainable by
the Depositor from existing reports, certificates or statements or otherwise
be readily accessible to its servicing personnel. The Purchaser agrees that
it has no right to deal with the mortgagor. If the Depositor's normal
foreclosure policy includes acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given one Business Day to
respond.
(c) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the Purchaser shall
obtain a Current Appraisal as soon as practicable, and shall provide the
Depositor with a copy of such Current Appraisal.
(d) Within two Business Days of making any Election
to Delay Foreclosure, the Purchaser shall remit by wire transfer to the
Depositor, for deposit in the Collateral Fund, an amount, as calculated by
the Depositor, equal to the sum of (i) 125% of the greater of the outstanding
Principal Balance of the Mortgage Loan and the value shown in the Current
Appraisal referred to in subsection (c) above (or, if such Current Appraisal
has not yet been obtained, the Depositor's estimate thereof, in which case
the required deposit under this subsection shall be adjusted upon obtaining
of such Current Appraisal), and (ii) three months' interest on the Mortgage
Loan at the applicable Mortgage Rate. If any Election to Delay Foreclosure
extends for a period in excess of three months (such excess period being
referred to herein as the "Excess Period"), the Purchaser shall remit by wire
transfer in advance to the Depositor for deposit in the Collateral Fund the
amount, as calculated by the Depositor, equal to interest on the Mortgage
Loan at the applicable Mortgage Rate for the Excess Period. The terms of
this Agreement shall no longer apply to the servicing of any Mortgage Loan
upon the failure of the Purchaser to deposit the above amounts relating to
the Mortgage Loan within two Business Days of the Election to Delay
Foreclosure.
(e) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the Depositor may
withdraw from the Collateral Fund from time to time amounts necessary to
reimburse the Depositor for all Advances and Liquidation Expenses thereafter
made by the Depositor as Servicer in accordance with the Pooling and
Servicing Agreement. To the extent that the amount of any such Liquidation
Expense is determined by the Depositor based on estimated costs, and the
actual costs are subsequently determined to be higher, the Depositor may
withdraw the additional amount from the Collateral Fund. In the event that
the Mortgage Loan is brought current by the Mortgagor and the foreclosure
action is discontinued, the amounts so withdrawn from the Collateral Fund
shall be redeposited therein as and to the extent that reimbursement therefor
from amounts paid by the Mortgagor is not prohibited pursuant to the Pooling
and Servicing
R-5
<PAGE>
Agreement. Except as provided in the preceding sentence, amounts withdrawn
from the Collateral Fund to cover Advances and Liquidation Expenses shall not
be redeposited therein or otherwise reimbursed to the Purchaser. If and when
any such Mortgage Loan is brought current by the Mortgagor, all amounts
remaining in the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all withdrawals and deposits pursuant to this subsection)
shall be released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the Depositor shall
continue to service the Mortgage Loan in accordance with its customary
procedures (other than the delay in Commencement of Foreclosure as provided
herein). If and when the Purchaser shall notify the Depositor that it
believes that it is appropriate to do so, the Depositor shall proceed with
the Commencement of Foreclosure. In any event, if the Mortgage Loan is not
brought current by the mortgagor by the time the loan becomes 6 months
delinquent, the Purchaser's election shall no longer be effective and at the
Purchaser's option, either (i) the Purchaser shall purchase the Mortgage Loan
from the Trust Fund at a purchase price equal to the fair market value as
shown on the Current Appraisal, to be paid by (x) applying any balance in the
Collateral Fund to such purchase price, and (y) to the extent of any
deficiency, by wire transfer of immediately available funds to the Depositor
or Trustee; or (ii) the Depositor shall proceed with the Commencement of
Foreclosure.
(g) Upon the occurrence of a liquidation with respect
to any Mortgage Loan as to which the Purchaser made an Election to Delay
Foreclosure and as to which the Depositor proceeded with the Commencement of
Foreclosure in accordance with subsection (f) above, the Depositor shall
calculate the amount, if any, by which the value shown on the Current
Appraisal obtained under subsection (c) exceeds the actual sales price
obtained for the related Mortgaged Property (net of Liquidation Expenses and
accrued interest related to the extended foreclosure period), and the
Depositor shall withdraw the amount of such excess from the Collateral Fund,
shall remit the same to the Trust Fund and in its capacity as Servicer shall
apply such amount as additional Liquidation Proceeds pursuant to the Pooling
and Servicing Agreement. After making such withdrawal, all amounts remaining
in the Collateral Fund in respect of such Mortgage Loan (after adjustment for
all withdrawals and deposits pursuant to subsection (e)) shall be released to
the Purchaser.
Section 2.03. PURCHASER'S ELECTION TO COMMENCE FORECLOSURE
PROCEEDINGS.
(a) In connection with any Mortgage Loan identified
in a report under Section 2.01(a)(i)(B), the Purchaser may elect, for
reasonable cause as determined by the Purchaser, to instruct the Depositor to
proceed with the Commencement of Foreclosure as soon as practicable. Such
election must be evidenced by written notice received by the Depositor by
5:00 p.m., New York City time, on the third Business Day following the
delivery of such report under Section 2.01(a)(i).
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(b) Within two Business Days of making any Election
to Foreclose, the Purchaser shall remit to the Depositor, for deposit in the
Collateral Fund, an amount, as calculated by the Depositor, equal to 125% of
the current Principal Balance of the Mortgage Loan and three months' interest
on the Mortgage Loan at the applicable Mortgage Rate. If and when any such
Mortgage Loan is brought current by the Mortgagor, all amounts in the
Collateral Fund in respect of such Mortgage Loan shall be released to the
Purchaser. The terms of this Agreement shall no longer apply to the
servicing of any Mortgage Loan upon the failure of the Purchaser to deposit
the above amounts relating to the Mortgage Loans within two Business Days at
the Election to Foreclose.
(c) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Foreclose, the Depositor shall continue to
service the Mortgage Loan in accordance with its customary procedures (other
than to proceed with the Commencement of Foreclosure as provided herein). In
connection therewith, the Depositor shall have the same rights to make
withdrawals for Advances and Liquidation Expenses from the Collateral Fund as
are provided under Section 2.02(e), and the Depositor shall make
reimbursements thereto to the limited extent provided under such subsection.
The Depositor shall not be required to proceed with the Commencement of
Foreclosure if (i) the same is stayed as a result of the Mortgagor's
bankruptcy or is otherwise barred by applicable law, or to the extent that
all legal conditions precedent thereto have not yet been complied with or
(ii) the Depositor believes there is a breach of representation or warranties
by the Depositor, which may result in a repurchase or substitution of such
Mortgage Loan, or (iii) the Depositor reasonably believes the Mortgaged
Property may be contaminated with or affected by hazardous wastes or
hazardous substances (and the Depositor supplies the Purchaser with
information supporting such belief). The Depositor will repurchase or
substitute a Mortgage Loan pursuant to the preceding clause (ii) within the
time period specified in the Pooling and Servicing Agreement. Any
foreclosure that has been initiated may be discontinued (i) without notice to
the Purchaser if the Mortgage Loan has been brought current or if a
refinancing or prepayment occurs with respect to the Mortgage Loan (including
by means of a short payoff approved by the Depositor), or (ii) with notice to
the Purchaser if the Depositor has reached the terms of a forbearance
agreement unless instructed otherwise by the Purchaser within two Business
Days of notification.
(d) Upon the occurrence of a liquidation with respect
to any Mortgage Loan as to which the Purchaser made an Election to Foreclose
and as to which the Depositor proceeded with the Commencement of Foreclosure
in accordance with subsection (c) above, the Depositor shall calculate the
amount, if any, by which the Principal Balance of the Mortgage Loan at the
time of liquidation (plus all unreimbursed Advances and Liquidation Expenses
in connection therewith other than those paid from the Collateral Fund)
exceeds the actual sales price obtained for the related Mortgaged Property,
and the Depositor shall withdraw the amount of such excess from the
Collateral Fund, shall remit the same to the Trust Fund and in its capacity
as Servicer shall apply such amount as additional Liquidation Proceeds
pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment
for
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all withdrawals and deposits pursuant to subsection (c)) in respect of such
Mortgage Loan shall be released to the Purchaser.
Section 2.04. TERMINATION.
(a) With respect to all Mortgage Loans included in
the Trust Fund, the Purchaser's rights to make any Election to Delay
Foreclosure or any Election to Foreclose and the Depositor's obligations
under Section 2.01 shall terminate (i) at such time as the Certificate
Principal Balance of the Certificates has been reduced to zero, (ii) if the
greater of (x) 43% (or such lower or higher percentages that represents the
Depositor's actual historical loss experience with respect to the Mortgage
Loans in the related pool) of the aggregate principal balance of all Mortgage
Loans that are in foreclosure or are more than 90 days delinquent on a
contractual basis and REO properties or if the aggregate amount that the
Depositor estimates will be required to be withdrawn from the Collateral Fund
with respect to Mortgage Loans as to which the Purchaser has made an Election
to Delay Foreclosure or an Election to Foreclose exceeds (z) the Outstanding
Certificate Principal Balance of the Certificates, or (iii) upon any transfer
by the Purchaser of any interest (other than the minority interest therein,
but only if the transferee provides written acknowledgment to the Depositor
of the Purchaser's right hereunder and that such transferee will have no
rights hereunder) in the Certificates (whether or not such transfer is
registered under the Pooling and Servicing Agreement), including any such
transfer in connection with a termination of the Trust Fund. Except as set
forth above, this Agreement and the respective rights, obligations and
responsibilities of the Purchaser and the Depositor hereunder shall terminate
upon the later to occur of (i) the final liquidation of the last Mortgage
Loan as to which the Purchaser made any Election to Delay Foreclosure or any
Election to Foreclose and the withdrawal of all remaining amounts in the
Collateral Fund as provided herein and (ii) ten (10) Business Day's notice.
(b) Purchaser's rights pursuant to Section 2.02 or
2.03 of this Agreement shall terminate with respect to a Mortgage loan as to
which the Purchaser has exercised its rights under Section 2.02 or 2.03
hereof, upon Purchaser's failure to deposit any amounts required pursuant to
Section 2.02(d) or 2.03(b).
(c) Neither the Servicer nor any of its directors,
officers, employees or agents shall be under any liability 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
liability which would otherwise be imposed by reason of willful misfeasance,
bad faith or gross negligence in the performance of duties or by reason of
reckless disregard of obligations and duties hereunder. The Servicer and any
director, officer, employee or agent thereof may rely in good faith on any
document of any kind prima facie properly executed and submitted by an Person
respecting any matters arising hereunder.
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ARTICLE III.
COLLATERAL FUND; SECURITY INTEREST
Section 3.01. COLLATERAL FUND.
Upon receipt from the Purchaser of the initial amount required
to be deposited in the Collateral Fund pursuant to Article 11, the Depositor
shall establish and maintain with itself as a segregated account on its books
and records an account (the "Collateral Fund"), entitled "LaSalle Home
Mortgage Corporation, as Servicer, for the benefit of registered holders of
ABN AMRO Mortgage Corporation Multi-Class Mortgage Pass-Through Certificates,
Series 1998-2." Amounts in the Collateral Fund shall continue to be the
property of the Purchaser, subject to the first priority security interest
granted hereunder for the benefit of the Certificateholders, until withdrawn
from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof.
Upon the termination of this Agreement and the liquidation of
all Mortgage Loans as to which the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof, the
Depositor shall distribute to the Purchaser all amounts remaining in the
Collateral Fund together with any investment earnings thereon.
In no event shall the Purchaser (i) take or cause the Trustee
or the Depositor to take any action that could cause any REMIC established
under the Trust Agreement to fail to qualify as a REMIC or cause the
imposition on any such REMIC of any "prohibited transaction" or "prohibited
contribution" taxes or (ii) cause the Trustee or the Depositor to fail to
take any action necessary to maintain the status of any such REMIC as a REMIC.
Section 3.02. COLLATERAL FUND PERMITTED INVESTMENTS.
The Depositor shall, at the written direction of the Purchaser
invest the funds in the Collateral Fund in Collateral Fund Permitted
Investments. Such direction shall not be changed more frequently than
quarterly. In the absence of any direction, the Depositor shall select such
investments in accordance with the definition of Collateral Fund Permitted
Investments in its discretion.
All income and gain realized from any investment as well as any
interest earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale
of Collateral Fund Permitted Investments shall be borne by the Purchaser and
the amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund. The Depositor shall periodically (but not more frequently
than monthly) distribute to the Purchaser upon request an amount of cash, to
the extent cash is available
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therefor in the Collateral Fund, equal to the amount by which the balance of
the Collateral Fund, after giving effect to all other distributions to be
made from the Collateral Fund on such date, exceeds the Required Collateral
Fund Balance. Any amounts so distributed shall be released from the lien and
security interest of this Agreement.
Section 3.03. GRANT OF SECURITY INTEREST.
The Purchaser grants to the Depositor and the Trustee for the
benefit of the Certificateholders a security interest in and lien on all of
the Purchaser's right, title and interest, whether now owned or hereafter
acquired, in and to: (1) the Collateral Fund, (2) all amounts deposited in
the Collateral Fund and Collateral Fund Permitted Investments in which such
amounts are invested (and the distributions and proceeds of such investments)
and (3) all cash and non-cash proceeds of any of the foregoing, including
proceeds of the voluntary or involuntary conversion thereof (all of the
foregoing collectively, the "Collateral").
The Purchaser acknowledges the lien on and security interest in
the Collateral for the benefit of the Certificateholders. The Purchaser
shall take all actions requested by the Depositor or the Trustee as may be
reasonably necessary to perfect the security interest created under this
Agreement in the Collateral and cause it to be prior to all other security
interests and liens, including the execution and delivery to the Depositor
for filing of appropriate financing statements in accordance with applicable
law. The Depositor shall file appropriate continuation statements, or
appoint an agent on its behalf to file such statements, in accordance with
applicable law.
Section 3.04. COLLATERAL SHORTFALLS.
In the event that amounts on deposit in the Collateral Fund at
any time are insufficient to cover any withdrawals therefrom that the
Depositor or the Trustee is then entitled to make hereunder, the Purchaser
shall be obligated to pay such amounts to the Depositor or the Trustee
immediately upon demand. Such obligation shall constitute a general corporate
obligation of the Purchaser.
ARTICLE IV.
MISCELLANEOUS PROVISIONS
Section 4.01. AMENDMENT.
This Agreement may be amended from time to time by the
Depositor and the Purchaser by written agreement signed by the Depositor and
the Purchaser.
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Section 4.02. COUNTERPARTS.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same instrument.
Section 4.03. 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.
Section 4.04. NOTICES.
All demands, notices and direction hereunder shall be in
writing or by telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Depositor,
LaSalle Home Mortgage Corporation
4242 North Harlem Avenue
Norridge, Illinois 60634
Attn:______________________________________
Phone:_____________________________________
or such other address as may hereafter be furnished in writing by the Depositor,
or
(b) in the case of the Purchaser, with respect to
notices pursuant to Section 2.01,
[Purchaser]
[Address]
Attn:______________________________________
Phone:_____________________________________
Fax:_______________________________________
with respect to all other notices pursuant to this
Agreement,
___________________________________________
[Address]
Attn:______________________________________
Phone:_____________________________________
Fax:_______________________________________
or such other address as may hereafter be furnished in writing by the
Purchaser.
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Section 4.05. SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever, including
regulatory, 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.
Section 4.06. SUCCESSORS AND ASSIGNS.
The provisions of this Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties
hereto, and all such provisions shall inure to the benefit of the
Certificateholders; provided, however, that the rights under this Agreement
cannot be assigned by the Purchaser without the consent of the Depositor.
Section 4.07. ARTICLE AND SECTION HEADINGS.
The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.
Section 4.08. CONFIDENTIALITY.
The Purchaser agrees that all information supplied by or on
behalf of the Depositor pursuant to Sections 2.01 or 2.02, including
individual account information, is the property of the Depositor and the
Purchaser agrees to hold such information confidential and not to disclose
such information.
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IN WITNESS WHEREOF, the Depositor and the Purchaser have caused
their names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
LASALLE HOME MORTGAGE CORPORATION
By:________________________________________
Name:______________________________________
Title:_____________________________________
_______________________________
By:________________________________________
Name:______________________________________
Title:_____________________________________
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MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement (the "AGREEMENT"), dated as of
June 25, 1998, between Standard Federal Bank (the "SELLER") and ABN AMRO
Mortgage Corporation (the "PURCHASER").
Subject to the terms and conditions of this Agreement, the
Seller agrees to sell and the Purchaser agrees to purchase certain mortgage
loans (the "MORTGAGE LOANS") as described herein and as identified on the
Mortgage Loan Schedule defined in SECTION 2 hereof. The Mortgage Loans will
be purchased on a servicing retained basis.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. PURCHASE AND SALE OF THE MORTGAGE LOANS.
(a) Pursuant to the terms hereof and upon satisfaction of the
conditions set forth herein, the Seller agrees to sell and the Purchaser
agrees to purchase, Mortgage Loans having the general characteristics set
forth in this Agreement and specifically identified on the Mortgage Loan
Schedule, for the Purchase Price set forth below in SECTION 3(a) hereof and
having an aggregate principal balance on and as of the date of such Mortgage
Loan Schedule (the "CUT-OFF DATE") of approximately $423,000,000 after
deduction of principal payments due on or before the Cut-Off Date (which
amount may vary plus or minus 5% thereof), or such other aggregate principal
balance as agreed by the Purchaser and the Seller as evidenced by the actual
aggregate principal balance of the Mortgage Loans accepted by the Purchaser
on the Closing Date (as defined below).
(b) Subject to mutual agreement between the Purchaser and the
Seller, the closing for the purchase and sale of the Mortgage Loans shall
take place on June 25, 1998 (the "Closing Date") at the office of Purchaser's
counsel in Chicago, Illinois or such other place as the parties shall agree.
SECTION 2. MORTGAGE LOAN SCHEDULE. Attached to this Agreement as
Schedule 1 is a listing of the Mortgage Loans evidenced by promissory notes,
mortgage notes or other evidence of indebtedness (the "MORTGAGE NOTES")
evidencing the indebtedness of an obligor (the "MORTGAGOR") under the
mortgages, deeds of trust or other instruments securing a Mortgage Loan (the
"MORTGAGES") to be purchased by and delivered to the Purchaser on the Closing
Date (as such may be amended prior to the Closing Date by mutual agreement of
the parties) (the "MORTGAGE LOAN SCHEDULE"). The "Mortgage Loan Schedule" as
of the Closing Date shall refer to the Mortgage Loan Schedule as delivered on
the Cut-off Date related to such Mortgage Loans to be purchased by or on
behalf of the Purchaser pursuant to the terms of this Agreement. The
Mortgage Loan Schedule shall contain as to each Mortgage Loan listed thereon,
at a minimum, the Mortgage Loan information indicated on SCHEDULE 2 hereto.
SECTION 3. PURCHASE PRICE.
(a) In exchange for the Mortgage Loans, on the Closing Date, the
Purchaser shall transfer to the Seller by wire transfer in immediately
available funds the purchase price (the "PURCHASE PRICE") which is equal to
the principal balance thereof as of the Cut-Off Date plus any accrued and
unpaid interest thereon to such Cut-Off Date.
(b) The Purchaser shall be entitled to all scheduled payments of
principal and interest due with respect to the Mortgage Loans after the
Cut-Off Date, and all other recoveries of principal and interest collected
after the Cut-Off Date (other than in respect of principal and interest on
the Mortgage Loans due on or before the Cut-Off Date). The Seller shall be
entitled to all scheduled payments of principal and interest due with respect
to the Mortgage Loans on or before the Cut-Off Date, and all other recoveries
of principal and interest collected on or before the Cut-Off Date (other than
in respect of principal and interest on the Mortgage Loans due after the
Cut-Off Date). The Principal Balance of each Mortgage Loan as of the Cut-Off
Date is determined after deduction of payments of principal due on or before
the Cut-Off Date whether or not collected. Therefore, payments of scheduled
principal and interest prepaid for a date due following the Cut-Off Date
shall not be deducted from the Principal Balance as of the Cut-Off Date but
such prepaid amounts shall belong to and be promptly remitted to the
Purchaser.
SECTION 4. EXAMINATION OF MORTGAGE FILES.
Prior to the Closing Date, the Seller will have made files for each
Mortgage Loan, that consist at least of the documents listed on SCHEDULE 3
attached hereto (with respect to each Mortgage Loan, a "Mortgage File", and
collectively, the "MORTGAGE FILES"), available to the Purchaser or its
agents, for examination at the Seller's offices or such other location as
shall otherwise be agreed upon by the Purchaser and the Seller. The
Purchaser may purchase all or part of the Mortgage Loans with or without
conducting any partial or complete examination. The fact that the Purchaser
or its agents have conducted or have failed to conduct any partial or
complete examination of the Mortgage Files shall not affect the Purchaser's
rights under this Agreement, including, but not limited to, the rights to
demand repurchase, substitution or other relief as provided in this Agreement.
SECTION 5. TRANSFER OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES.
(a) On the Closing Date, subject to the satisfaction of the terms
and conditions hereof the Seller shall sell, transfer, assign, set over and
otherwise convey to the Purchaser, without recourse, but subject to the terms
of this Agreement, all right, title and interest of the Seller in and to the
Mortgage Loans and all proceeds thereof, wherever located, including
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without limitation, all amounts in respect of principal and interest received
or receivable with respect to Mortgage Loan payments due after the Cut-Off
Date (and including scheduled payments of principal and interest due after
the Cut-Off Date but received by the Seller on or before the Cut-Off Date,
but not including payments of principal and interest due on the Mortgage
Loans on or before the Cut-Off Date), together with the proceeds of any
related mortgage insurance policies. Such transfer shall be made directly to
the Purchaser in accordance with the letter delivered to the Seller by the
Purchaser attached hereto as EXHIBIT A (the "INSTRUCTION LETTER"). The
Seller's records will accurately reflect the sale of each Mortgage Loan to
the Purchaser.
(b) The ownership of each Mortgage Loan and the related Mortgage
Note, the Mortgage and the contents of the related Mortgage File shall be,
upon satisfaction of SUBSECTION 5(a) hereof, vested in the Purchaser and the
ownership of all records and documents with respect to such Mortgage Loan
prepared by or which come into the possession of the Seller shall immediately
vest in the Purchaser and shall be retained and maintained by the Seller at
the will and for the benefit of the Purchaser in a custodial capacity only.
The Seller shall deliver to the Purchaser or its agent in accordance with the
instructions set forth in EXHIBIT A, simultaneously with the execution and
delivery of this Agreement or prior to the Closing Date, all of the documents
pertaining to each Mortgage Loan.
(c) The transfer of the Mortgage Loans as described herein shall be
absolute and is intended by the parties to be a sale. In the event that a
court deems the conveyance set forth herein not to constitute a sale, the
Seller shall have granted to the Purchaser and the Trustee a first priority
security interest in the Mortgage Loans and in the proceeds thereof of any
kind or nature whatsoever, and in the proceeds of any related insurance
policies, subject to the satisfaction or waiver of the conditions set forth
in SECTION 11 hereof, and shall take, or shall cause to have been taken, all
steps necessary prior to the Closing Date to perfect such security interest
in the Purchaser.
SECTION 6. BOOKS AND RECORDS.
On the Closing Date, following the sale of the Mortgage Loans to the
Purchaser, title to each Mortgage and the related Mortgage Note shall be
transferred to the Purchaser or its assignee in accordance with this
Agreement. All rights arising out of the Mortgage Loans after the Cut-Off
Date including, but not limited to, any and all funds received on or in
connection with a Mortgage Loan and due after the Cut-Off Date shall be
received and held by the Seller in a custodial capacity for the benefit of
the Purchaser or its assignee as the owner of the Mortgage Loans in
accordance herewith and shall be delivered or caused to be delivered by the
Seller to the Purchaser or its assignee on or immediately following the
Closing Date. Any funds received by the Seller, the Purchaser or LaSalle
Home Mortgage Corporation after the Cut-Off Date but due prior to the Cut-Off
Date shall remain the property of the Seller and shall be promptly remitted
to the Seller.
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SECTION 7. FURTHER ACTIONS; FINANCING STATEMENTS.
(a) In furtherance of the provisions of SECTION 5(c) hereof, the
Seller agrees to take or cause to be taken such further actions to execute,
deliver and file or cause to be executed, delivered and filed, such further
documents and instruments (including, without limitation, any UCC financing
statements) as may be necessary, or as the Purchaser may reasonably request,
in order to perfect and maintain the security interest created pursuant to
said section and to otherwise fully effectuate the purposes, terms and
conditions of this Agreement, and the Purchaser shall cooperate in any such
action.
(b) The Seller shall: (i) promptly execute, deliver, and file any
financing statements, amendments, continuation statements, assignments,
certificates and other documents with respect to such security interest as
may be necessary to enable the Purchaser to perfect or to maintain the
perfection of such security interest, each in form and substance satisfactory
to the Purchaser; and the Seller hereby grants to the Purchaser, subject to
the satisfaction or waiver of the conditions set forth in SECTION 11 hereof,
the right, at the Purchaser's option, to file any or all such financing
statements, amendments, continuation statements, assignments, certificates
and other documents pursuant to the UCC and otherwise without its signature
and hereby irrevocably appoints the Purchaser, subject to the satisfaction or
waiver of the conditions set forth in SECTION 11 hereof, as its
attorney-in-fact to execute, deliver and file any such financing statements,
amendments, continuation statements, assignments, certificates and other
documents in the Seller's name and to perform all other acts which the
Purchaser deems appropriate to perfect or to maintain the perfection of the
security interest; and (ii) notify the Purchaser within five (5) days after
the occurrence of any of the following: (A) any change in the Seller's
corporate name or any trade name; (B) any change in the Seller's location of
its chief executive office or principal place of business; and (C) any merger
or consolidation or other change in Seller's identity or material change in
its corporate structure.
SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF SELLER.
(a) The Seller hereby represents and warrants to the Purchaser as
of the Closing Date (or such other date as is specified in the related
representation or warranty) as follows:
(i) The Seller has been duly created and is validly existing as
a Federal Savings Bank under the laws of the United States;
(ii) The execution and delivery of this Agreement by the Seller
and its performance of and compliance with the terms of this Agreement
will not violate the Seller's charter or by-laws or will not conflict
with or result in a breach of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other material agreement or instrument to which the Seller
is a party or by which the Seller or to which any of the property or
assets of the Seller is subject;
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(iii) This Agreement, assuming due authorization, execution and
delivery by the Purchaser, constitutes a valid and legally binding
obligation of the Seller, enforceable against the Seller in accordance
with its terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other similar laws of general applicability relating
to or affecting creditors' rights and to general equity principles,
regardless of whether such enforcement is considered in a proceeding in
equity or at law;
(iv) The Seller is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Seller or its properties or
might have consequences that would affect its performance hereunder;
(v) No litigation is pending or, to the best of the Seller's
knowledge, threatened against the Seller which would prohibit its
entering into this Agreement or performing its obligations under this
Agreement;
(vi) The Seller is an approved conventional seller/servicer for
FNMA or FHLMC in good standing;
(vii) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Seller, and the
transfer, assignment and conveyance of the Mortgage Notes and the
Mortgages by the Seller pursuant to this Agreement is not subject to the
bulk transfer or any similar statutory provisions in effect in the State
of Michigan;
(viii) With respect to each Mortgage Loan:
(a) that the information set forth in the
Mortgage Loan Schedule appearing as an exhibit to this Agreement
is true and correct in all material respects at the date or dates
respecting which such information is furnished as specified
therein;
(b) the Seller is the sole owner and holder of
each Mortgage Loan free and clear of all liens, pledges, charges
or security interests of any nature and has full right and
authority, subject to no interest or participation of, or
agreement with, any other party, to sell and assign the same;
(c) no payment of principal of or interest on or
in respect of any Mortgage Loan is 30 days or more past due from
the Due Date of such payment;
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(d) to the best of the Seller's knowledge, as of
the date of the transfer of the Mortgage Loans to the Purchaser,
there is no valid offset, defense or counterclaim to any Mortgage
Note or Mortgage;
(e) there is no proceeding pending, or to the
best of the Seller's knowledge, threatened for the total or
partial condemnation of any of the real property, together with
any improvements thereto, securing the indebtedness of the
Mortgagor under the related Mortgage Loan (the "Mortgaged
Property") and the Mortgaged Property is free of material damage
and is in good repair and neither the Mortgaged Property nor any
improvement located on or being part of the Mortgaged Property is
in violation of any applicable zoning law or regulation;
(f) that each Mortgage Loan complies in all
material respects with applicable state or federal laws,
regulations and other requirements, pertaining to usury, equal
credit opportunity and disclosure laws, and each Mortgage Loan was
not usurious at the time of origination;
(g) to the best of the Seller's knowledge, all
taxes, governmental assessments and insurance premiums previously
due and owing, and which may become a lien against the Mortgaged
Property, with respect to the Mortgaged Property have been paid;
(h) that each 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 except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally and by general equity
principles (regardless of whether such enforcement is considered
in a proceeding in equity or at law); 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 the Mortgagor;
(i) that each Mortgage is a valid and enforceable
first lien on the property securing the related Mortgage Note, and
that each Mortgage Loan is covered by an ALTA mortgagee title
insurance policy or other form of policy or insurance generally
acceptable to FNMA or FHLMC, issued by, and is a valid and binding
obligation of, a title insurer acceptable to FNMA or FHLMC
insuring the originator, its successor and assigns, as to the lien
of the Mortgage in the original principal amount of the Mortgage
Loan subject only to (a) the lien of current real property taxes
and assessments not yet due and payable, (b) covenants, conditions
and restrictions, rights of way, easements and other matters of
public record as of the date of recording of such
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Mortgage acceptable to mortgage lending institutions in the area
in which the Mortgaged Property is located or specifically
referred to in the appraisal performed in connection with the
origination of the related Mortgage Loan and (c) such other
matters to which like properties are commonly subject which
do not individually, or in the aggregate, materially interfere
with the benefits of the security intended to be provided by
the Mortgage;
(j) neither the Seller nor any prior holder of
any Mortgage has, except as the Mortgage File may reflect,
modified the Mortgage in any material respect; satisfied,
cancelled or subordinated such Mortgage in whole or in part;
released such Mortgaged Property in whole or in part from the lien
of the Mortgage; or executed any instrument of release,
cancellation, modification or satisfaction;
(k) that each Mortgaged Property consists of a
fee simple estate, a leasehold estate or condominium form of
ownership in real property;
(l) the condominium projects that include the
condominiums that are the subject of any condominium loan are
generally acceptable to FNMA or FHLMC;
(m) no foreclosure action is threatened or has
been commenced (except for the filing of any notice of default)
with respect to the Mortgage Loan; and except for payment
delinquencies not in excess of 30 days, to the best of the
Seller's knowledge, there is no default, breach, violation or
event of acceleration existing under the Mortgage or the related
Mortgage Note and no 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;
and the Seller has not waived any default, breach, violation or
event of acceleration;
(n) Each Mortgage Loan was originated on FNMA or
FHLMC uniform instruments for the state in which the mortgaged
property is located;
(o) that based upon a representation by each
Mortgagor at the time of origination or assumption of the
applicable Mortgage Loan, 100% of the Mortgage Loans measured by
Principal Balance were to be secured by owner-occupied residences
and no more than 0% of the Mortgage Loans measured by Principal
Balance secured by non-owner-occupied residences;
(p) that an appraisal of each Mortgaged Property
was conducted at the time of origination of the related Mortgage
Loan, and that each such appraisal was conducted in accordance
with FNMA or FHLMC criteria, on FNMA or FHLMC
-7-
<PAGE>
criteria, on FNMA or FHLMC forms and comparables on at least
three properties were obtained;
(q) that no Mortgage Loan had a Loan-to-Value
Ratio at origination in excess of 95%;
(r) the Mortgage Loans were not selected in a
manner to adversely affect the interests of the Purchaser and the
Seller knows of no conditions which reasonably would cause it to
expect any Mortgage Loan to become delinquent or otherwise lose
value;
(s) each Mortgage Loan was either (A) originated
directly by or closed in the name of either: (i) a savings and
loan association, savings bank, commercial bank, credit union,
insurance company, or similar institution which is supervised and
examined by a federal or state authority or (ii) a mortgagee
approved by the Secretary of Housing and Urban Development
pursuant to Sections 203 and 211 of the National Housing Act or
(B) originated or underwritten by an entity employing underwriting
standards consistent with the underwriting standards of an
institution as described in subclause (A)(i) or (A)(ii) above; and
(t) each Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G of the Internal Revenue Code of
1986.
It is understood and agreed that the representations and
warranties set forth in this SECTION 8 shall survive the sale of
the Mortgage Loans to the Purchaser and shall inure to the benefit
of the Purchaser, notwithstanding any restrictive or qualified
endorsement on any Mortgage Note or Assignment of Mortgage or the
examination of any Mortgage File.
Upon discovery by either the Seller, the Purchaser or its
designees of a breach of any of the foregoing representations or
warranties of the Seller which materially and adversely affects
(1) the value of any of the Mortgage Loans actually delivered or
(2) the interests of the Purchaser therein, the party discovering
such breach shall give prompt written notice to the other. Within
90 (ninety) days of its discovery or its receipt of notice of any
such breach of a representation or warranty, the Seller shall,
with respect to the Mortgage Loan(s) to which such breach relates,
(i) cure such breach in all material respects (except for a breach
of that portion of the representation and warranty relating to any
casualty from the presence of hazardous waste or hazardous
substances), (ii) repurchase such Mortgage Loan or Mortgage Loans
(or any property acquired in respect thereof) from the Purchaser
at the Purchase Price, as adjusted for the then current principal
balance or (iii) within the 90 (ninety)-day period following the
Closing Date substitute another mortgage loan for
-8-
<PAGE>
such Mortgage Loan. Such substitute mortgage loan shall on the date of
substitution, (i) have a principal balance not in excess of the
principal balance of the defective Mortgage Loan, (ii) be accruing
interest at a rate of interest at least equal to that of the
defected Mortgage Loan, (iii) have a remaining term to stated
maturity not greater than, and not more than two years less than,
that of the Mortgage Loan so substituted, (iv) have an original
loan-to-value ratio not higher than that of the Mortgage Loan so
substituted and a current loan-to-value ratio not higher than that
of the Mortgage Loan so substituted, and (v) comply with all the
representations and warranties relating to Mortgage Loans set
forth herein, as of the date of substitution (such mortgage loan
being referred to herein as a "QUALIFYING SUBSTITUTE MORTGAGE
LOAN"). Except as set forth in SECTION 13 hereof, it is understood
and agreed that the obligations of the Seller set forth in this
SECTION 8 to cure, substitute for or repurchase a defective
Mortgage Loan constitute the sole remedies of the Purchaser
respecting a breach of the foregoing representations and
warranties.
The Purchaser, upon receipt by it of the full amount of the
Purchase Price as adjusted for the then current principal balance
for a Mortgage Loan that is repurchased, or upon receipt of the
Mortgage File for a Qualifying Substitute Mortgage Loan for a
Mortgage Loan that is substituted or repurchased, shall release or
cause to be released and reassign to the Seller the related
Mortgage File for the Mortgage Loan that is substituted and shall
execute and deliver such instruments of transfer or assignment, in
each case without recourse, representation, or warranty, as shall
be necessary to vest in the Seller or its designee or assignee
title to any such substituted Mortgage Loan released pursuant
hereto, free and clear of all security interests, liens and other
encumbrances created by this Agreement, which instruments shall be
prepared by the Seller at its expense and shall be reasonably
acceptable to the Purchaser, and the Purchaser shall have no
further responsibility with respect to the Mortgage File relating
to such Mortgage Loan that is substituted.
Any cause of action against the Seller or relating to or
arising out of the breach of any representations and warranties
made in this SECTION 8 shall accrue as to any Mortgage Loan upon
(i) discovery of such breach by the Purchaser or notice thereof by
the Seller to the Purchaser, (ii) failure by the Seller to cure
such breach, repurchase such Mortgage Loan or substitute a
Qualifying Substitute Mortgage Loan as specified above, and (iii)
demand upon the Seller by the Purchaser for all amounts payable in
respect of such Mortgage Loan.
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<PAGE>
SECTION 9. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF PURCHASER.
(a) The Purchaser hereby represents and warrants to the Seller, as of
the date hereof (or such other date as is specified in the related
representation or warranty) as follows:
(i) The Purchaser is a corporation duly formed and validly
existing under the laws of the State of Delaware;
(ii) The execution and delivery of this Agreement by the
Purchaser and its performance of and compliance with the terms of this
Agreement will not violate the Purchaser's corporate charter or by-laws
or will not conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage,
deed of trust, loan agreement or other material agreement or instrument
to which the Purchaser is a party or by which the Purchaser or to which
any property or assets of the Purchaser is subject;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Seller, constitutes a valid and legally binding
obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles, regardless of whether such enforcement is considered
in a proceeding in equity or at law;
(iv) The Purchaser is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which the Purchaser default
might have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Purchaser or its
properties or might have consequences that would affect its performance
hereunder; and
(v) No litigation is pending or, to the best of the Purchaser's
knowledge, threatened against the Purchaser which would prohibit its
entering into this Agreement or performing its obligations under this
Agreement;
SECTION 10. PURCHASER'S CONDITIONS TO CLOSING. The obligations of the
Purchaser under this Agreement shall be subject to the satisfaction, on or prior
to the Closing Date, of the following conditions:
(a) The obligations of the Seller required to be performed by it on or
prior to the Closing Date pursuant to the terms of this Agreement shall have
been duly performed and complied with and all of the representations and
warranties of the Seller under this
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<PAGE>
Agreement shall be true and correct as of the date hereof and as of the
Closing Date, and no event shall have occurred which, with notice or the
passage of time, or both, would constitute a default under this Agreement,
and the Purchaser shall have received a certificate to that effect signed by
an Authorized Officer (as defined below) of the Seller.
(b) The Purchaser or the Purchaser's document custodian shall have
received, or the Purchaser's attorney shall have received in escrow, all of the
following closing documents, in such forms as are agreed upon and acceptable to
the Purchaser, duly executed by all signatories other than the Purchaser, as
required pursuant to the respective terms thereof:
(i) An assignment or assignments of the Mortgage Loans to the
Purchaser substantially in the form attached hereto as EXHIBIT B with
such changes as are required to adapt the assignment to the proper form
in the jurisdiction where the related Mortgage Property is located, and
each original Mortgage Note, duly endorsed originally or by facsimile,
without recourse, to the Purchaser, in each case in accordance with the
instructions set forth in EXHIBIT A attached hereto, which assignment or
assignments and Mortgage Note shall be delivered to and held by the
Purchaser or its agent on behalf of the Purchaser;
(ii) The Mortgage Loan Schedule prepared by Purchaser dated as
of the related Closing Date and attached hereto;
(iii) A certificate signed by an officer, which officer may be
either a senior vice president, a vice president, an assistant vice
president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of
the Closing Date, substantially in the form attached hereto as EXHIBIT C
to the parties hereto, and attached thereto copies of the charter and
by-laws and a Good Standing Certificate or a memorandum setting forth the
verbal assurances from the appropriate regulatory authorities with
respect to the Seller will be immediately forthcoming; and
(iv) An opinion of Seller's counsel in substantially the form
attached hereto as EXHIBIT D.
(v) A security release certification, in a form acceptable to
the Purchaser, executed by the appropriate mortgagee or secured party, if
any of the Mortgage Loans have at any time been subject to any security
interest, pledge or hypothecation for the benefit of such person.
(c) The Seller will furnish to the Purchaser such other certificates
of its officers or others and such other documents to evidence fulfillment of
the conditions set forth in this Agreement as the Purchaser and its attorney may
reasonably request.
-11-
<PAGE>
SECTION 11. SELLER'S CONDITIONS TO CLOSING. The obligations of the
Seller under this Agreement shall be subject to the satisfaction, on or prior to
the Closing Date, of the following conditions:
(a) The obligations of the Purchaser required to be performed by it on
or prior to the Closing Date pursuant to the terms of this Agreement shall have
been duly performed and complied with and all of the representations and
warranties of the Purchaser under this Agreement shall be true and correct as of
the date hereof and as of the Closing Date, and no event shall have occurred
which, with notice or the passage of time, or both, would constitute a default
under this Agreement, and the Seller shall have received a certificate to that
effect signed by an Authorized Officer of the Purchaser.
(b) The Seller shall have received, or the Seller's attorney shall
have received in escrow, all of the following closing documents, in such forms
as are agreed upon and acceptable to the Seller, duly executed by all
signatories other than the Seller as required pursuant to the respective terms
thereof:
(i) A certificate signed by an Authorized Officer dated as of
the Closing Date, in the form acceptable to the parties hereto, and
attached thereto the resolutions of the Purchaser authorizing the
transactions contemplated by this Agreement, together with copies of the
Articles of Association and by-laws as of a recent date with respect to
the Purchaser;
(c) The Purchaser will furnish to the Seller such other certificates
of its officers or others and such other documents to evidence fulfillment of
the conditions set forth in this Agreement as the Seller and its attorney may
reasonably request.
SECTION 12. INDEMNIFICATION.
(a) The Seller agrees to indemnify and hold harmless the Purchaser
against any and all losses, claims, expenses, damages or liabilities to which
Purchaser may become subject, insofar as such losses, claims, expenses, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any representation or warranty made by the Seller in SECTION 8 hereof on which
Purchaser has relied, being, or alleged to be, materially untrue or incorrect.
This indemnity will be in addition to any liability which the Seller may
otherwise have.
(b) The Purchaser agrees to indemnify and hold harmless the Seller
solely in its capacity as seller of the Mortgage Loans against any and all
losses, claims, expenses, damages or liabilities to which the Seller may become
subject, insofar as such losses, claims, expenses, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any representation or
warranty made by the Purchaser in SECTION 9 hereof on which the Seller has
relied, being, or alleged to be, materially untrue or incorrect (notwithstanding
the
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<PAGE>
Purchaser's lack of knowledge with respect to the substance of any
representation or warranty to which SECTION 9 applies which is made to the
best of the Purchaser's knowledge). This indemnity will be in addition to
any liability which the Purchaser may otherwise have.
(c) Promptly after receipt by either the Purchasers or the Seller of
notice of the commencement of any action or proceeding in any way relating to or
arising from this Agreement, such party will notify the other party of the
commencement thereof; but the omission so to notify the party from whom
indemnification is sought (the "INDEMNIFYING PARTY") will not relieve the
Indemnifying Party from any liability which it may have to the party seeking
indemnification (the "INDEMNIFIED PARTY") except to the extent that the
Indemnifying Party is adversely affected by the lack of notice. In case any
such action is brought against the Indemnified Party, and it notifies the
Indemnifying Party of the commencement thereof, the Indemnifying Party will be
entitled to participate in the defense (with the consent of the Indemnified
Party which shall not be unreasonably withheld) of such action at the
Indemnifying Party's expense.
SECTION 13. NOTICES. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed, by
registered or certified mail, return receipt requested, or, if by other means,
when received by the other party. Notices to the Seller shall be directed to
InterFirst, 777 East Eisenhower Parkway, Ann Arbor, Michigan 48108, Attention:
Steve Kapp - Vice President with a copy to Standard Federal Bank, 2600 West Big
Beaver Road, Troy, Michigan 48084, Attention: Karen Severn Jackson - Vice
President; and notices to the Purchaser shall be directed to ABN AMRO Mortgage
Corporation, 181 West Madison Street, Suite 3250, Chicago, Illinois 60602,
Attention: Maria Fregosi - Director - ABN AMRO Mortgage Operations; or such
other addresses as may hereafter be furnished to the other party by like notice.
SECTION 14. TERMINATION. This Agreement may be terminated (i) by the
mutual consent of the parties hereto, or (ii) by the Purchaser if the conditions
to the Purchaser's obligations to closing set forth under SECTION 10 hereof are
not fulfilled as and when required to be fulfilled or (iii) by the Seller if the
Purchaser's obligations under SECTION 11 hereof are not fulfilled as and when
required. In the event of a termination pursuant to SECTION 14(ii), the Seller
agrees that it will pay the out-of-pocket fees and expenses of the Purchaser in
connection with the transactions contemplated by this Agreement and in the event
of a termination pursuant to SECTION 14(iii), the Purchaser agrees that it will
pay the out-of-pocket fees and expenses of the Seller in connection with the
transactions contemplated by this Agreement.
SECTION 15. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE
DELIVERY. All representations, warranties and agreements contained in this
Agreement, or in certificates of officers of the Seller and the Purchaser
submitted pursuant hereto, shall remain operative and in full force and effect
and shall survive transfer and sale of the Mortgage Loans to the Purchaser.
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<PAGE>
SECTION 16. SEVERABILITY. If any provision of this Agreement shall be
prohibited or invalid under applicable law, the Agreement shall be ineffective
only to such extent, without invalidating the remainder of this Agreement.
SECTION 17. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but both of which together
shall constitute one and the same agreement.
SECTION 18. GOVERNING LAW. This Agreement shall be deemed to have been
made in the State of New York and shall be interpreted in accordance with the
laws of such state without regard to the principles of conflicts of law of such
state.
SECTION 19. FURTHER ASSURANCES. The Seller and the Purchaser agree to
execute and deliver such instruments and take such actions as the other party
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement.
SECTION 20. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the Seller and the
Purchaser and their permitted successors and assigns. The Seller acknowledges
and agrees that the Purchaser may assign its rights under this Agreement. Any
person into which the Seller may be merged or consolidated (or any person
resulting from any merger or consolidation involving the Seller), or any person
succeeding to the business of the Seller shall be considered the "successor" of
the Seller hereunder. Except as provided in the two preceding sentences, this
Agreement cannot be assigned, pledged or hypothecated by any party hereto
without the written consent of the other party to this Agreement.
Notwithstanding anything to the contrary in this SECTION 20, the parties hereto
agree that the Purchaser has the right to assign its rights and interest in, to
and under SECTION 8 hereof.
SECTION 21. AMENDMENTS. No term or provision of this Agreement may be
waived or modified unless such waiver or modification is in writing and signed
by a duly authorized officer of the party against whom such waiver or
modification is sought to be enforced.
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<PAGE>
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names
to be signed hereto by their respective duly authorized officers as of the date
first above written.
Standard Federal Bank,
as Seller
By: /s/
-----------------------------------------------
Name:
---------------------------------------------
Title:
--------------------------------------------
Mortgage Loan Purchase Agreement
<PAGE>
ABN AMRO Mortgage Corporation,
as Purchaser
By: /s/
-----------------------------------------------
Name:
---------------------------------------------
Title:
--------------------------------------------
Mortgage Loan Purchase Agreement
<PAGE>
SCHEDULE 1
MORTGAGE LOAN SCHEDULE
A copy of the Mortgage Loan Schedule may be obtained by contacting the
Registrant.
<PAGE>
SCHEDULE 2
MORTGAGE LOAN SCHEDULE INFORMATION
Each Mortgage Loan shall be identified by at least the following details,
among others, relating to each Mortgage Loan:
(i) the loan number of the Mortgage Loan and name of the related
Mortgagor;
(ii) the street address of the Mortgaged Property;
(iii) the mortgage interest rate as of the Cut-Off Date;
(iv) the original term and maturity date of the related
Mortgage Note;
(v) the original principal balance;
(vi) the first payment date;
(vii) the monthly payment in effect as of the Cut-Off Date;
(viii) the date of the last paid installment of interest;
(ix) the unpaid principal balance as of the close of business on the
Cut-Off Date;
(x) the loan-to-value ratio at origination and as of the Cut-Off
Date;
(xi) the type of property;
(xii) the nature of occupancy at origination;
(xiii) the county in which Mortgaged Property is located, if available;
(xiv) the Mortgage Loan Group; and
(xv) the Closing Date.
<PAGE>
SCHEDULE 3
MORTGAGE FILE INFORMATION
Each Mortgage File shall include at least the following documents,
among others, with respect to each Mortgage Loan transferred and assigned from
the Seller to the Purchaser, or its agent:
(i) the original Mortgage Note bearing all intervening endorsements
endorsed, "Pay to the order of Chase Bank of Texas, National
Association for the benefit of the Certificateholders of ABN AMRO
Mortgage Corporation Series 1998-2 Attn: Corporate Trust
Department, 600 Travis Street, Houston, TX 77002, without
recourse" and signed in the name of the Seller by an Authorized
Officer showing an unbroken chain of title from the originator
thereof to the person endorsing;
(ii) the original Mortgage with evidence of recording thereon, and if
the Mortgage was executed pursuant to a power of attorney, a
certified true copy of the power of attorney certified by the
recorder's office, with evidence of recording thereon, or
certified by a title insurance company or escrow company to be a
true copy thereof; PROVIDED that if such original Mortgage or
power of attorney cannot be delivered with evidence of recording
thereon on or prior to the Closing Date because of a delay caused
by the public recording office where such original Mortgage has
been delivered for recordation or because such original Mortgage
has been lost, the Seller shall deliver or cause to be delivered
to the Purchaser a true and correct copy of such Mortgage,
together with (a) in the case of a delay caused by the public
recording office, a certificate signed by an Authorized Officer of
the Seller stating that such original Mortgage has been dispatched
to the appropriate public recording official for recordation or
(b) in the case of an original Mortgage that has been lost, a
certificate by the appropriate county recording office where such
Mortgage is recorded or from a title insurance company or escrow
company indicating that such original was lost and the copy of the
original mortgage is a true and correct copy;
(iii) the originals of any and all instruments that modify the terms and
conditions of the Mortgage Note, including but not limited to
modification, consolidation, extension and assumption agreements
including any adjustable rate mortgage (ARM) rider, if any;
<PAGE>
(iv) the originals of all required intervening assignments, if any with
evidence of recording thereon, and if such Assignment was executed
pursuant to a power of attorney, a certified true copy of the
power of attorney certified by the recorder's office, with
evidence of recording thereon, or certified by a title insurance
company or escrow company to be a true copy thereof; PROVIDED that
if such original Assignment or power of attorney cannot be
delivered with evidence of recording thereon on or prior to the
Closing Date because of a delay caused by the public recording
office where such original Assignment has been delivered for
recordation or because such original Assignment has been lost, the
Seller shall deliver or cause to be delivered to the Purchaser a
true and correct copy of such Assignment, together with (a) in the
case of a delay caused by the public recording office, a
certificate signed by an Authorized Officer of the Seller stating
that such original Assignment has been dispatched to the
appropriate public recording official for recordation or (b) in
the case of an original Assignment that has been lost, a
certificate by the appropriate county recording office where such
Assignment is recorded or from a title insurance company or escrow
company indicating that such original was lost and the copy of the
original assignment is a true and correct copy;
(v) the original mortgage policy of title insurance (including, if
applicable, the endorsement relating to the negative amortization
of the Mortgage Loans) or in the event such original title policy
is unavailable, any one of an original title binder, an original
preliminary title report or an original title commitment or a copy
thereof certified by the title company with the original policy of
title insurance to follow within 180 days of the Closing Date;
(vi) the mortgage insurance certificate;
(vii) hazard insurance certificates and copies of the Hazard Insurance
Policy and, if applicable, flood insurance policy; and
(viii) any and all other documents, opinions and certificates executed
and/or delivered by the related Mortgagor and/or its counsel in
connection with the origination of such Mortgage Loan which may
include Truth-in-Lending Statement and other legal statements,
Appraisal and Survey.
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<PAGE>
EXHIBIT A
INSTRUCTION LETTER
ABN AMRO Mortgage Corporation
181 West Madison Street, Suite 3250
Chicago, Illinois 60602
________ __, 1998
Standard Federal Bank
2600 West Big Beaver Road
Troy, Michigan 48084
Dear Ladies and Gentlemen:
Pursuant to the Mortgage Loan Purchase Agreement dated as of June __,
1998 (the "PURCHASE AGREEMENT") between you and us, we have agreed to purchase
from you certain Mortgage Loans. All capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Purchase Agreement.
In order to facilitate these transactions, and for the purpose of
convenience only, we hereby authorize and direct you to:
Action Due Date
1. Endorse mortgage notes to: one week prior to funding
"Pay to the order of
Chase Bank of Texas, National
Association for the benefit of the
Certificateholders of
ABN AMRO Mortgage Corporation
Series 1998-2, Attn: Corporate Trust
Department, 600 Travis Street,
Houston, TX 77002,
without recourse"
2. Assign mortgages to be recorded one week prior to funding
to Chase Bank of Texas, National
Association for the benefit of the
Certificateholders of
ABN AMRO Mortgage Corporation
Series 1998-2:
<PAGE>
3. Deliver to the Purchaser or its agent all two business days after
Mortgage Loan documents pertaining to funding
each loan
4. Deliver to the Purchaser's servicer all one week prior to Servicing
Mortgage Loan servicing documents transfer date
pertaining to each loan
5. Provide lost mortgage note affidavits, one week prior to funding
certified copies of all missing
mortgages, and certified recorded copies
of missing intervening assignments
6. Mortgage Loan Schedule generated by one day prior to funding
Purchaser and agreed to by Seller
Sincerely,
ABN AMRO Mortgage Corporation
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
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<PAGE>
EXHIBIT B
FORM OF ASSIGNMENT
Standard Federal Bank, ________________________
[INSERT IDENTIFYING DESCRIPTION] (the "SELLER"), in exchange for $__________
in hand paid and other good and valuable consideration, hereby grants,
bargains, sells, assigns, transfers, conveys, and sets over to ABN AMRO
Mortgage Corporation, a Delaware corporation (the "PURCHASER"), all of the
Seller's right, title, and interest in, to, and under the mortgage loans
listed on SCHEDULE 1 attached hereto, the mortgage notes evidencing or
relating to such mortgage loans, all mortgages, trust deeds, title insurance
policies, property insurance policies, chattel paper, loan guaranties, loan
accounts, surveys, instruments, certificates, and other documents whatsoever
evidencing or relating to such mortgage notes and mortgage loans, and all
books, ledgers, books of account, records, writings, data bases, information,
and computer software (and all documentation therefor or relating thereto,
and all licenses relating to or covering such computer software and/or
documentation), and all other property, rights, title, and interests
whatsoever relating to, used, or useful in connection with, or evidencing,
embodying, incorporating, or referring to, any of the foregoing (the
"MORTGAGES"). The Seller warrants to the Purchaser that the Seller is the
owner of the Mortgages, subject to no liens, claims, or encumbrances.
<PAGE>
Dated: _____________, 1998 Standard Federal Bank
By:
----------------------------------------
Name:
---------------------------------
Title:
--------------------------------
-2-
<PAGE>
ACKNOWLEDGED ON __________ __, 1998
ABN AMRO Mortgage Corporation
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
-3-
<PAGE>
STATE OF ____________ )
)
COUNTY OF ___________ )
I, ______________, a Notary Public in and for the said County and State,
do hereby certify that ____________, personally known to me to be the same
person whose name is subscribed to the foregoing instrument as _______________
of __________________, appeared before me this day in person and, being first
sworn, acknowledged that he signed and delivered the said instrument as his own
free and voluntary act, and as the free and voluntary act of said corporation as
the ___________ of ____________, a ____________, for the uses and purposes
therein set forth and that he was duly authorized to execute the said instrument
by the __________________ of said _________________.
Given under my hand and seal, this ____ day of ____________, 1998.
__________________________________
Notary Public
My commission expires:____________
<PAGE>
EXHIBIT C
FORM OF OFFICER'S CERTIFICATE
Standard Federal Bank
I, ____________________, do hereby certify pursuant to SECTION 10(a) and
(b)(iii) of the Purchase Agreement (as hereinafter defined) that I am the duly
elected ____________________ of Standard Federal Bank ("Standard Federal"), a
federal savings bank, and further certify as follows:
1. Attached hereto as EXHIBIT "A" is a true and correct copy of the
charter of Standard Federal. There has been no amendment or other document
filed affecting the charter as of the date of this certification of Standard
Federal, and no such amendment has been authorized.
2. Attached hereto as EXHIBIT "B" is a true and correct copy of the
by-laws of Standard Federal as in full force and effect as of the date of this
certification.
3. No proceedings looking toward merger, consolidation, liquidation,
or dissolution of Standard Federal are pending or contemplated.
4. Each person who, as an officer or representative of Standard
Federal, signed, or will sign (a) the Purchase Agreement, and (b) any other
document delivered pursuant thereto or on the date hereof in connection with the
Mortgage Loan Purchase Agreement dated as of __________ __, 199_, between
Standard Federal, as seller, and ABN AMRO Mortgage Corporation, as Purchaser
(the "PURCHASE AGREEMENT") was, at the respective times of such signing and
delivery, and is as of the date hereof duly elected or appointed, qualified and
acting as such officer or representative, and the signatures of such persons
appearing on such documents are their genuine signatures.
5. Attached hereto as EXHIBIT "C" is a Good Standing Certificate
issued by the Office of Thrift Supervision as of __________, 199_. A current
Good Standing Certificate has been requested from the Office of Thrift
Supervision and will be supplied when it is received.
6. Standard Federal has performed all obligations and satisfied all
conditions on its part to be performed or satisfied under the Purchase Agreement
on or prior to the Closing Date and all of the representations and warranties of
the Seller under the Purchase Agreement are true and correct as of the date
hereof and as of the Closing Date, and no event has occurred which, with notice
or passage of time, or both, would constitute a default under the Purchase
Agreement.
All capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Purchase Agreement.
<PAGE>
IN WITNESS WHEREOF, I have hereunto signed my name.
Date: __________ __, 199_
Standard Federal Bank
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
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<PAGE>
I, ____________________, [ASSISTANT SECRETARY] of Standard Federal Bank,
a federal savings bank, hereby certify that ____________________ is the duly
elected, qualified and acting ____________________ of Standard Federal Bank and
that the signature appearing on the preceding page is his genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name.
Date: __________ __, 199_
Standard Federal Bank
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
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<PAGE>
[OPINION TO BE REVISED IN ACCORDANCE WITH
GENERAL COUNSEL'S FORM OF OPINION LETTER]
EXHIBIT D
[OPINION OF SELLER'S IN-HOUSE COUNSEL
PURSUANT TO SECTION 10(b)(iv)]
__________ __, 1998
ABN AMRO Mortgage Corporation
181 West Madison Street, Suite 3250
Chicago, Illinois 60602
Re: ABN AMRO MORTGAGE CORPORATION PURCHASE OF MORTGAGE LOANS
Ladies and Gentlemen:
As General Counsel to Standard Federal Bank, a [INSERT DESCRIPTION]
("SELLER"), I and attorneys working under my supervision have acted as counsel
to Seller in connection with the sale of Mortgage Loans by Seller to ABN AMRO
Mortgage Corporation (the "PURCHASER") pursuant to a Mortgage Loan Purchase
Agreement, dated as of June __, 1998 (the "PURCHASE AGREEMENT"), between the
Purchaser and Seller. This opinion is being delivered to the Purchaser pursuant
to SECTION 10(b)(iv) of the Purchase Agreement. All capitalized terms not
otherwise defined herein have the meanings given them in the Purchase Agreement.
In rendering the opinions set forth below, we have examined and relied
upon originals or copies, certified or otherwise identified to our satisfaction,
of the charter and by-laws of Seller, the Purchase Agreement and such corporate
records, agreements or other instruments of Seller, and such certificates,
records and other documents, agreements and instruments, including, among other
things, certain documents delivered on the Closing Date, as we have deemed
necessary and proper as the basis for our opinions. In connection with such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents, agreements and instruments submitted to us as originals, the
conformity to original documents, agreements and instruments of all documents,
agreements and instruments submitted to us as copies or specimens, the
authenticity of the originals of such documents, agreements and instruments
submitted to us as copies or specimens, the conformity to executed original
documents of all documents submitted to us in draft and the
<PAGE>
ABN AMRO Mortgage Corporation
__________ ___, 199__
Page 2
accuracy of the matters set forth in the documents we reviewed. We have also
assumed that all documents, agreements and instruments have been duly
authorized, executed and delivered by all parties thereto. As to any facts
material to such opinions that we did not independently establish or verify,
we have relied upon statements and representations of officers and other
representatives of Seller as we have deemed necessary and proper as the basis
for our opinions, including, among other things, the representations and
warranties of Seller in the Purchase Agreement.
Based upon the foregoing, I am of the opinion that:
1. Seller is a [INSERT DESCRIPTION], duly organized, validly existing
and in good standing under the laws of the State/Commonwealth of __________ and
either is not required to be qualified to do business under the laws of any
states where such qualification is necessary to transact the business
contemplated by the Purchase Agreement, or is qualified to do business under the
laws of any states where such qualification is necessary to transact the
business contemplated by the Purchase Agreement, or the State of
[_________________], and Seller is duly authorized and has full corporate power
and authority to transact the business contemplated by the Purchase Agreement.
2. The Purchase Agreement has been duly authorized, executed and
delivered by Seller and is a legal, valid and binding obligation of and is
enforceable against Seller in accordance with its terms, except that the
enforceability thereof may be subject to (A) bankruptcy, insolvency,
receivership, conservatorship, reorganization, moratorium or other laws, now or
hereafter in effect, relating to creditors' rights generally or the right of
creditors of federal savings banks, (B) general principles of equity (regardless
of whether enforcement is sought in a proceeding in equity or at law) and (C)
limitations of public policy under applicable securities laws as to rights of
indemnity and contribution under the Purchase Agreement.
3. No consent, approval, authorization or order of any court or
supervisory, regulatory, administrative or governmental agency or body is
required for the execution, delivery and performance by Seller of or compliance
by Seller with the Purchase Agreement, the sale of the Mortgage Loans or the
consummation of the transactions contemplated by the Purchase Agreement.
4. Neither the execution and delivery by Seller of the Purchase
Agreement, nor the consummation by Seller of the transactions contemplated
therein, nor the compliance by Seller with the provisions thereof, will conflict
with or result in a breach of any of the terms,
<PAGE>
ABN AMRO Mortgage Corporation
__________ ___, 199__
Page 3
conditions or provisions of Seller's charter or by-laws or board or
shareholder's resolutions, or any agreement or instrument to which Seller 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 Seller or its
property is subject, which, in any of the above cases, would materially and
adversely affect Seller's ability to perform its obligations under the
Purchase Agreement.
5. There is not an action, suit, proceeding or investigation pending,
or, to the best of my knowledge, threatened against Seller which, either in any
one instance or in the aggregate, would draw into question the validity of the
Purchase Agreement or the Mortgage Loans or of any action taken or to be taken
in connection with the obligations of Seller contemplated therein, or which
would be likely to materially impair the ability of Seller to perform under the
terms of the Purchase Agreement.
The Opinions expressed herein are limited to matters of federal and
[_____________] law and do not purport to cover any matters as to which laws of
any other jurisdiction are applicable. Except as expressly provided herein,
this opinion is being furnished to you solely for your benefit in connection
with the purchase of the Mortgage Loans, and it is not to be used, circulated,
quoted or otherwise referred to for any purpose without my express written
consent.
Sincerely,
Standard Federal Bank
By: ____________________
Title: General Counsel
<PAGE>
TABLE OF CONTENTS
PAGE
SECTION 1. Purchase and Sale of the Mortgage Loans................... 1
SECTION 2. Mortgage Loan Schedule.................................... 1
SECTION 3. Purchase Price............................................ 2
SECTION 4. Examination of Mortgage Files............................. 2
SECTION 5. Transfer of Mortgage Loans; Possession of Mortgage Files.. 2
SECTION 6. Books and Records......................................... 3
SECTION 7. Further Actions; Financing Statements..................... 4
SECTION 8. Representations, Warranties and Agreements of Seller...... 4
SECTION 9. Representations, Warranties and Agreements of Purchaser... 10
SECTION 10. Purchaser's Conditions to Closing......................... 10
SECTION 11. Seller's Conditions to Closing............................ 12
SECTION 12. Indemnification........................................... 12
SECTION 13. Notices................................................... 13
SECTION 14. Termination............................................... 13
SECTION 15. Representations, Warranties and Agreements to Survive
Delivery.................................................. 13
SECTION 16. Severability.............................................. 14
SECTION 17. Counterparts.............................................. 14
SECTION 18. Governing Law............................................. 14
SECTION 19. Further Assurances........................................ 14
SECTION 20. Successors and Assigns.................................... 14
SECTION 21. Amendments................................................ 14
<PAGE>
MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement (the "AGREEMENT"), dated as of
June 25, 1998, between European American Bank (the "SELLER") and ABN AMRO
Mortgage Corporation (the "PURCHASER").
Subject to the terms and conditions of this Agreement, the
Seller agrees to sell and the Purchaser agrees to purchase certain mortgage
loans (the "MORTGAGE LOANS") as described herein and as identified on the
Mortgage Loan Schedule defined in SECTION 2 hereof. The Mortgage Loans will
be purchased on a servicing retained basis.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. PURCHASE AND SALE OF THE MORTGAGE LOANS.
(a) Pursuant to the terms hereof and upon satisfaction of the
conditions set forth herein, the Seller agrees to sell and the Purchaser
agrees to purchase, Mortgage Loans having the general characteristics set
forth in this Agreement and specifically identified on the Mortgage Loan
Schedule, for the Purchase Price set forth below in SECTION 3(a) hereof and
having an aggregate principal balance on and as of the date of such Mortgage
Loan Schedule (the "CUT-OFF DATE") of approximately $27,000,000 after
deduction of principal payments due on or before the Cut-Off Date (which
amount may vary plus or minus 5% thereof), or such other aggregate principal
balance as agreed by the Purchaser and the Seller as evidenced by the actual
aggregate principal balance of the Mortgage Loans accepted by the Purchaser
on the Closing Date (as defined below).
(b) Subject to mutual agreement between the Purchaser and the
Seller, the closing for the purchase and sale of the Mortgage Loans shall
take place on June 25, 1998 (the "Closing Date") at the office of Purchaser's
counsel in Chicago, Illinois or such other place as the parties shall agree.
SECTION 2. MORTGAGE LOAN SCHEDULE. Attached to this Agreement as
Schedule 1 is a listing of the Mortgage Loans evidenced by promissory notes,
mortgage notes or other evidence of indebtedness (the "MORTGAGE NOTES")
evidencing the indebtedness of an obligor (the "MORTGAGOR") under the
mortgages, deeds of trust or other instruments securing a Mortgage Loan (the
"MORTGAGES") to be purchased by and delivered to the Purchaser on the Closing
Date (as such may be amended prior to the Closing Date by mutual agreement of
the parties) (the "MORTGAGE LOAN SCHEDULE"). The "Mortgage Loan Schedule" as
of the Closing Date shall refer to the Mortgage Loan Schedule as delivered on
the Cut-off Date related to such Mortgage Loans to be purchased by or on
behalf of the Purchaser pursuant to the terms of this Agreement. The
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<PAGE>
Mortgage Loan Schedule shall contain as to each Mortgage Loan listed thereon,
at a minimum, the Mortgage Loan information indicated on SCHEDULE 2 hereto.
SECTION 3. PURCHASE PRICE.
(a) In exchange for the Mortgage Loans, on the Closing Date, the
Purchaser shall transfer to the Seller by wire transfer in immediately available
funds the purchase price (the "PURCHASE PRICE") which is equal to the principal
balance thereof as of the Cut-Off Date plus any accrued and unpaid interest
thereon to such Cut-Off Date.
(b) The Purchaser shall be entitled to all scheduled payments of
principal and interest due with respect to the Mortgage Loans after the Cut-Off
Date, and all other recoveries of principal and interest collected after the
Cut-Off Date (other than in respect of principal and interest on the Mortgage
Loans due on or before the Cut-Off Date). The Seller shall be entitled to all
scheduled payments of principal and interest due with respect to the Mortgage
Loans on or before the Cut-Off Date, and all other recoveries of principal and
interest collected on or before the Cut-Off Date (other than in respect of
principal and interest on the Mortgage Loans due after the Cut-Off Date). The
Principal Balance of each Mortgage Loan as of the Cut-Off Date is determined
after deduction of payments of principal due on or before the Cut-Off Date
whether or not collected. Therefore, payments of scheduled principal and
interest prepaid for a date due following the Cut-Off Date shall not be deducted
from the Principal Balance as of the Cut-Off Date but such prepaid amounts shall
belong to and be promptly remitted to the Purchaser.
SECTION 4. EXAMINATION OF MORTGAGE FILES.
Prior to the Closing Date, the Seller will have made files for each
Mortgage Loan, that consist at least of the documents listed on SCHEDULE 3
attached hereto (with respect to each Mortgage Loan, a "Mortgage File", and
collectively, the "MORTGAGE FILES"), available to the Purchaser or its agents,
for examination at the Seller's offices or such other location as shall
otherwise be agreed upon by the Purchaser and the Seller. The Purchaser may
purchase all or part of the Mortgage Loans with or without conducting any
partial or complete examination. The fact that the Purchaser or its agents have
conducted or have failed to conduct any partial or complete examination of the
Mortgage Files shall not affect the Purchaser's rights under this Agreement,
including, but not limited to, the rights to demand repurchase, substitution or
other relief as provided in this Agreement.
SECTION 5. TRANSFER OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES.
(a) On the Closing Date, subject to the satisfaction of the terms and
conditions hereof the Seller shall sell, transfer, assign, set over and
otherwise convey to the Purchaser, without recourse, but subject to the terms of
this Agreement, all right, title and interest of the Seller in and to the
Mortgage Loans and all proceeds thereof, wherever located, including without
limitation, all amounts in respect of principal and interest received or
receivable with respect to Mortgage Loan payments due after the Cut-Off Date
(and including scheduled payments of
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<PAGE>
principal and interest due after the Cut-Off Date but received by the Seller
on or before the Cut-Off Date, but not including payments of principal and
interest due on the Mortgage Loans on or before the Cut-Off Date), together
with the proceeds of any related mortgage insurance policies. Such transfer
shall be made directly to the Purchaser in accordance with the letter
delivered to the Seller by the Purchaser attached hereto as EXHIBIT A (the
"INSTRUCTION LETTER"). The Seller's records will accurately reflect the sale
of each Mortgage Loan to the Purchaser.
(b) The ownership of each Mortgage Loan and the related Mortgage Note,
the Mortgage and the contents of the related Mortgage File shall be, upon
satisfaction of SUBSECTION 5(a) hereof, vested in the Purchaser and the
ownership of all records and documents with respect to such Mortgage Loan
prepared by or which come into the possession of the Seller shall immediately
vest in the Purchaser and shall be retained and maintained by the Seller at the
will and for the benefit of the Purchaser in a custodial capacity only. The
Seller shall deliver to the Purchaser or its agent in accordance with the
instructions set forth in EXHIBIT A, simultaneously with the execution and
delivery of this Agreement or prior to the Closing Date, all of the documents
pertaining to each Mortgage Loan.
(c) The transfer of the Mortgage Loans as described herein shall be
absolute and is intended by the parties to be a sale. In the event that a court
deems the conveyance set forth herein not to constitute a sale, the Seller shall
have granted to the Purchaser and the Trustee a first priority security interest
in the Mortgage Loans and in the proceeds thereof of any kind or nature
whatsoever, and in the proceeds of any related insurance policies, subject to
the satisfaction or waiver of the conditions set forth in SECTION 11 hereof, and
shall take, or shall cause to have been taken, all steps necessary prior to the
Closing Date to perfect such security interest in the Purchaser.
SECTION 6. BOOKS AND RECORDS.
On the Closing Date, following the sale of the Mortgage Loans to the
Purchaser, title to each Mortgage and the related Mortgage Note shall be
transferred to the Purchaser or its assignee in accordance with this Agreement.
All rights arising out of the Mortgage Loans after the Cut-Off Date including,
but not limited to, any and all funds received on or in connection with a
Mortgage Loan and due after the Cut-Off Date shall be received and held by the
Seller in a custodial capacity for the benefit of the Purchaser or its assignee
as the owner of the Mortgage Loans in accordance herewith and shall be delivered
by the Seller to the Purchaser or its assignee on or immediately following the
Closing Date. Any funds received by the Seller, the Purchaser or LaSalle Home
Mortgage Corporation after the Cut-Off Date but due prior to the Cut-Off Date
shall remain the property of the Seller and shall be promptly remitted to the
Seller.
SECTION 7. FURTHER ACTIONS; FINANCING STATEMENTS.
(a) In furtherance of the provisions of SECTION 5(c) hereof, the
Seller agrees to take or cause to be taken such further actions to execute,
deliver and file or cause to be executed, delivered and filed, such further
documents and instruments (including, without limitation, any
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<PAGE>
UCC financing statements) as may be necessary, or as the Purchaser may
reasonably request, in order to perfect and maintain the security interest
created pursuant to said section and to otherwise fully effectuate the
purposes, terms and conditions of this Agreement, and the Purchaser shall
cooperate in any such action.
(b) The Seller shall: (i) promptly execute, deliver, and file any
financing statements, amendments, continuation statements, assignments,
certificates and other documents with respect to such security interest as may
be necessary to enable the Purchaser to perfect or to maintain the perfection of
such security interest, each in form and substance satisfactory to the
Purchaser; and the Seller hereby grants to the Purchaser, subject to the
satisfaction or waiver of the conditions set forth in SECTION 11 hereof, the
right, at the Purchaser's option, to file any or all such financing statements,
amendments, continuation statements, assignments, certificates and other
documents pursuant to the UCC and otherwise without its signature and hereby
irrevocably appoints the Purchaser, subject to the satisfaction or waiver of the
conditions set forth in SECTION 11 hereof, as its attorney-in-fact to execute,
deliver and file any such financing statements, amendments, continuation
statements, assignments, certificates and other documents in the Seller's name
and to perform all other acts which the Purchaser deems appropriate to perfect
or to maintain the perfection of the security interest; and (ii) notify the
Purchaser within five (5) days after the occurrence of any of the following: (A)
any change in the Seller's corporate name or any trade name; (B) any change in
the Seller's location of its chief executive office or principal place of
business; and (C) any merger or consolidation or other change in Seller's
identity or material change in its corporate structure.
SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF SELLER.
(a) The Seller hereby represents and warrants to the Purchaser as of
the Closing Date (or such other date as is specified in the related
representation or warranty) as follows:
(i) The Seller has been duly created and is validly existing as
a New York Commercial Bank under the laws of the state of New York;
(ii) The execution and delivery of this Agreement by the Seller
and its performance of and compliance with the terms of this Agreement
will not violate the Seller's charter or by-laws or will not conflict
with or result in a breach of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other material agreement or instrument to which the Seller
is a party or by which the Seller or to which any of the property or
assets of the Seller is subject;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Purchaser, constitutes a valid and legally binding
obligation of the Seller, enforceable against the Seller in accordance
with its terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other similar laws of general applicability relating
to or
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<PAGE>
affecting creditors' rights and to general equity principles,
regardless of whether such enforcement is considered in a proceeding in
equity or at law;
(iv) The Seller is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Seller or its properties or
might have consequences that would affect its performance hereunder;
(v) No litigation is pending or, to the best of the Seller's
knowledge, threatened against the Seller which would prohibit its
entering into this Agreement or performing its obligations under this
Agreement;
(vi) The Seller is an approved conventional seller/servicer for
FNMA or FHLMC in good standing;
(vii) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Seller, and the
transfer, assignment and conveyance of the Mortgage Notes and the
Mortgages by the Seller pursuant to this Agreement is not subject to the
bulk transfer or any similar statutory provisions in effect in the State
of New York;
(viii) With respect to each Mortgage Loan:
(a) that the information set forth in the
Mortgage Loan Schedule appearing as an exhibit to this Agreement
is true and correct in all material respects at the date or dates
respecting which such information is furnished as specified
therein;
(b) the Seller is the sole owner and holder of
each Mortgage Loan free and clear of all liens, pledges, charges
or security interests of any nature and has full right and
authority, subject to no interest or participation of, or
agreement with, any other party, to sell and assign the same;
(c) no payment of principal of or interest on or
in respect of any Mortgage Loan is 30 days or more past due from
the Due Date of such Mortgage Loan;
(d) as of the date of the transfer of the
Mortgage Loans to the Purchaser, there is no valid offset, defense
or counterclaim to any Mortgage Note or Mortgage;
(e) there is no proceeding pending, or to the
best of the Seller's knowledge, threatened for the total or
partial condemnation of any of the real
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property, together with any improvements thereto, securing
the indebtedness of the Mortgagor under the related
Mortgage Loan (the "Mortgaged Property") and the Mortgaged
Property is free of material damage and is in good repair
and neither the Mortgaged Property nor any improvement
located on or being part of the Mortgaged Property is
in violation of any applicable zoning law or regulation;
(f) that each Mortgage Loan complies in all
material respects with applicable state or federal laws,
regulations and other requirements, pertaining to usury, equal
credit opportunity and disclosure laws, and each Mortgage Loan was
not usurious at the time of origination;
(g) to the best of the Seller's knowledge, all
taxes, governmental assessments and insurance premiums previously
due and owing, and which may become a lien against the Mortgaged
Property, with respect to the Mortgaged Property have been paid;
(h) that each 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 except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally and by general equity
principles (regardless of whether such enforcement is considered
in a proceeding in equity or at law); 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 the Mortgagor;
(i) that each Mortgage is a valid and enforceable
first lien on the property securing the related Mortgage Note, and
that each Mortgage Loan is covered by an ALTA mortgagee title
insurance policy or other form of policy or insurance generally
acceptable to FNMA or FHLMC, issued by, and is a valid and binding
obligation of, a title insurer acceptable to FNMA or FHLMC
insuring the originator, its successor and assigns, as to the lien
of the Mortgage in the original principal amount of the Mortgage
Loan subject only to (a) the lien of current real property taxes
and assessments not yet due and payable, (b) covenants, conditions
and restrictions, rights of way, easements and other matters of
public record as of the date of recording of such Mortgage
acceptable to mortgage lending institutions in the area in which
the Mortgaged Property is located or specifically referred to in
the appraisal performed in connection with the origination of the
related Mortgage Loan and (c) such other matters to which like
properties are commonly subject which do not individually, or in
the aggregate, materially interfere with the benefits of the
security intended to be provided by the Mortgage;
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<PAGE>
(j) neither the Seller nor any prior holder of
any Mortgage has, except as the Mortgage File may reflect,
modified the Mortgage in any material respect; satisfied,
cancelled or subordinated such Mortgage in whole or in part;
released such Mortgaged Property in whole or in part from the lien
of the Mortgage; or executed any instrument of release,
cancellation, modification or satisfaction;
(k) that each Mortgaged Property consists of a
fee simple estate, a leasehold estate or condominium form of
ownership in real property;
(l) the condominium projects that include the
condominiums that are the subject of any condominium loan are
generally acceptable to FNMA or FHLMC;
(m) no foreclosure action is threatened or has
been commenced (except for the filing of any notice of default)
with respect to the Mortgage Loan; and except for payment
delinquencies not in excess of 30 days, to the best of the
Seller's knowledge, there is no default, breach, violation or
event of acceleration existing under the Mortgage or the related
Mortgage Note and no 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;
and the Seller has not waived any default, breach, violation or
event of acceleration;
(n) Each Mortgage Loan was originated on FNMA or
FHLMC uniform instruments for the state in which the mortgaged
property is located;
(o) that based upon a representation by each
Mortgagor at the time of origination or assumption of the
applicable Mortgage Loan, 100% of the Mortgage Loans measured by
Principal Balance were to be secured by owner-occupied residences
and no more than 0% of the Mortgage Loans measured by Principal
Balance secured by non-owner-occupied residences;
(p) that an appraisal of each Mortgaged Property
was conducted at the time of origination of the related Mortgage
Loan, and that each such appraisal was conducted in accordance
with FNMA or FHLMC criteria, on FNMA or FHLMC forms and
comparables on at least three properties were obtained;
(q) that no Mortgage Loan had a Loan-to-Value
Ratio at origination in excess of 95%;
(r) the Mortgage Loans were not selected in a
manner to adversely affect the interests of the Purchaser and the
Seller knows of no
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<PAGE>
conditions which reasonably would cause it to expect any
Mortgage Loan to become delinquent or otherwise lose value;
(s) each Mortgage Loan was either (A) originated
directly by or closed in the name of either: (i) a savings and
loan association, savings bank, commercial bank, credit union,
insurance company, or similar institution which is supervised and
examined by a federal or state authority or (ii) a mortgagee
approved by the Secretary of Housing and Urban Development
pursuant to Sections 203 and 211 of the National Housing Act or
(B) originated or underwritten by an entity employing underwriting
standards consistent with the underwriting standards of an
institution as described in subclause (a)(i) or (a)(ii) above; and
(t) each Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G of the Internal Revenue Code of
1986.
It is understood and agreed that the representations and
warranties set forth in this SECTION 8 shall survive the sale of
the Mortgage Loans to the Purchaser and shall inure to the benefit
of the Purchaser, notwithstanding any restrictive or qualified
endorsement on any Mortgage Note or Assignment of Mortgage or the
examination of any Mortgage File.
Upon discovery by either the Seller, the Purchaser or its
designees of a breach of any of the foregoing representations or
warranties of the Seller which materially and adversely affects
(1) the value of any of the Mortgage Loans actually delivered or
(2) the interests of the Purchaser therein, the party discovering
such breach shall give prompt written notice to the other. Within
90 (ninety) days of its discovery or its receipt of notice of any
such breach of a representation or warranty, the Seller shall,
with respect to the Mortgage Loan(s) to which such breach relates,
(i) cure such breach in all material respects (except for a breach
of that portion of the representation and warranty relating to any
casualty from the presence of hazardous waste or hazardous
substances), (ii) repurchase such Mortgage Loan or Mortgage Loans
(or any property acquired in respect thereof) from the Purchaser
at the Purchase Price, as adjusted for the then current principal
balance or (iii) within the 90 (ninety)-day period following the
Closing Date substitute another mortgage loan for such Mortgage
Loan. Such substitute mortgage loan shall on the date of
substitution, (i) have a principal balance not in excess of the
principal balance of the defective Mortgage Loan, (ii) be accruing
interest at a rate of interest at least equal to that of the
defected Mortgage Loan, (iii) have a remaining term to stated
maturity not greater than, and not more than two years less than,
that of the Mortgage Loan so substituted, (iv) have an original
loan-to-value ratio not higher than that of the Mortgage Loan so
substituted and a current loan-to-value ratio not higher than that
of the Mortgage Loan so substituted, and (v) comply with all the
representations and
-8-
<PAGE>
warranties relating to Mortgage Loans set forth herein, as
of the date of substitution (such mortgage loan being referred to
herein as a "QUALIFYING SUBSTITUTE MORTGAGE LOAN"). Except as set
forth in SECTION 13 hereof, it is understood and agreed that the
obligations of the Seller set forth in this SECTION 8 to cure,
substitute for or repurchase a defective Mortgage Loan constitute
the sole remedies of the Purchaser respecting a breach of the
foregoing representations and warranties.
The Purchaser, upon receipt by it of the full amount of the
Purchase Price as adjusted for the then current principal balance
for a Mortgage Loan that is repurchased, or upon receipt of the
Mortgage File for a Qualifying Substitute Mortgage Loan for a
Mortgage Loan that is substituted or repurchased, shall release or
cause to be released and reassign to the Seller the related
Mortgage File for the Mortgage Loan that is substituted and shall
execute and deliver such instruments of transfer or assignment, in
each case without recourse, representation, or warranty, as shall
be necessary to vest in the Seller or its designee or assignee
title to any such substituted Mortgage Loan released pursuant
hereto, free and clear of all security interests, liens and other
encumbrances created by this Agreement, which instruments shall be
prepared by the Seller at its expense and shall be reasonably
acceptable to the Purchaser, and the Purchaser shall have no
further responsibility with respect to the Mortgage File relating
to such Mortgage Loan that is substituted.
Any cause of action against the Seller or relating to or
arising out of the breach of any representations and warranties
made in this SECTION 8 shall accrue as to any Mortgage Loan upon
(i) discovery of such breach by the Purchaser or notice thereof by
the Seller to the Purchaser, (ii) failure by the Seller to cure
such breach, repurchase such Mortgage Loan or substitute a
Qualifying Substitute Mortgage Loan as specified above, and (iii)
demand upon the Seller by the Purchaser for all amounts payable in
respect of such Mortgage Loan.
SECTION 9. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF PURCHASER.
(a) The Purchaser hereby represents and warrants to the Seller, as of
the date hereof (or such other date as is specified in the related
representation or warranty) as follows:
(i) The Purchaser is a corporation duly formed and validly
existing under the laws of the State of Delaware;
(ii) The execution and delivery of this Agreement by the
Purchaser and its performance of and compliance with the terms of this
Agreement will not violate the Purchaser's corporate charter or by-laws
or will not conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage,
deed of trust, loan agreement or other material agreement or instrument
to which the
-9-
<PAGE>
Purchaser is a party or by which the Purchaser or to which
any property or assets of the Purchaser is subject;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Seller, constitutes a valid and legally binding
obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles, regardless of whether such enforcement is considered
in a proceeding in equity or at law;
(iv) The Purchaser is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which the Purchaser default
might have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Purchaser or its
properties or might have consequences that would affect its performance
hereunder; and
(v) No litigation is pending or, to the best of the Purchaser's
knowledge, threatened against the Purchaser which would prohibit its
entering into this Agreement or performing its obligations under this
Agreement;
SECTION 10. PURCHASER'S CONDITIONS TO CLOSING. The obligations of the
Purchaser under this Agreement shall be subject to the satisfaction, on or prior
to the Closing Date, of the following conditions:
(a) The obligations of the Seller required to be performed by it on or
prior to the Closing Date pursuant to the terms of this Agreement shall have
been duly performed and complied with and all of the representations and
warranties of the Seller under this Agreement shall be true and correct as of
the date hereof and as of the Closing Date, and no event shall have occurred
which, with notice or the passage of time, or both, would constitute a default
under this Agreement, and the Purchaser shall have received a certificate to
that effect signed by an Authorized Officer (as defined below) of the Seller.
(b) The Purchaser or the Purchaser's document custodian shall have
received, or the Purchaser's attorney shall have received in escrow, all of the
following closing documents, in such forms as are agreed upon and acceptable to
the Purchaser, duly executed by all signatories other than the Purchaser, as
required pursuant to the respective terms thereof:
(i) An assignment or assignments of the Mortgage Loans to the
Purchaser substantially in the form attached hereto as EXHIBIT B with
such changes as are required to adapt the assignment to the proper form
in the jurisdiction where the related Mortgage Property is located, and
each original Mortgage Note, duly endorsed originally or by facsimile,
without recourse, to the Purchaser, in each case in accordance with the
instructions set forth in EXHIBIT A
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<PAGE>
attached hereto, which assignment or assignments and Mortgage Note
shall be delivered to and held by the Purchaser or its agent on
behalf of the Purchaser;
(ii) The Mortgage Loan Schedule prepared by Purchaser dated as
of the related Closing Date and attached hereto;
(iii) A certificate signed by an officer, which officer may be
either a senior vice president, a vice president, an assistant vice
president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of
the Closing Date, substantially in the form attached hereto as EXHIBIT C
to the parties hereto, and attached thereto copies of the charter
and by-laws and a Good Standing Certificate or a memorandum setting forth
the verbal assurances from the appropriate regulatory authorities with
respect to the Seller will be immediately forthcoming; and
(iv) An opinion of Seller's counsel in substantially the form
attached hereto as EXHIBIT D.
(v) A security release certification, in a form acceptable to
the Purchaser, executed by the appropriate mortgagee or secured party, if
any of the Mortgage Loans have at any time been subject to any security
interest, pledge or hypothecation for the benefit of such person.
(c) The Seller will furnish to the Purchaser such other certificates
of its officers or others and such other documents to evidence fulfillment of
the conditions set forth in this Agreement as the Purchaser and its attorney may
reasonably request.
SECTION 11. SELLER'S CONDITIONS TO CLOSING. The obligations of the
Seller under this Agreement shall be subject to the satisfaction, on or prior to
the Closing Date, of the following conditions:
(a) The obligations of the Purchaser required to be performed by it on
or prior to the Closing Date pursuant to the terms of this Agreement shall have
been duly performed and complied with and all of the representations and
warranties of the Purchaser under this Agreement shall be true and correct as of
the date hereof and as of the Closing Date, and no event shall have occurred
which, with notice or the passage of time, or both, would constitute a default
under this Agreement, and the Seller shall have received a certificate to that
effect signed by an Authorized Officer of the Purchaser.
(b) The Seller shall have received, or the Seller's attorney shall
have received in escrow, all of the following closing documents, in such forms
as are agreed upon and acceptable to the Seller, duly executed by all
signatories other than the Seller as required pursuant to the respective terms
thereof:
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<PAGE>
(i) A certificate signed by an Authorized Officer dated as of
the Closing Date, in the form acceptable to the parties hereto, and
attached thereto the resolutions of the Purchaser authorizing the
transactions contemplated by this Agreement, together with copies of the
Articles of Association and by-laws as of a recent date with respect to
the Purchaser;
(c) The Purchaser will furnish to the Seller such other certificates
of its officers or others and such other documents to evidence fulfillment of
the conditions set forth in this Agreement as the Seller and its attorney may
reasonably request.
SECTION 12. INDEMNIFICATION.
(a) The Seller agrees to indemnify and hold harmless the Purchaser
against any and all losses, claims, expenses, damages or liabilities to which
Purchaser may become subject, insofar as such losses, claims, expenses, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any representation or warranty made by the Seller in SECTION 8 hereof on which
Purchaser has relied, being, or alleged to be, materially untrue or incorrect.
This indemnity will be in addition to any liability which the Seller may
otherwise have.
(b) The Purchaser agrees to indemnify and hold harmless the Seller
solely in its capacity as seller of the Mortgage Loans against any and all
losses, claims, expenses, damages or liabilities to which the Seller may become
subject, insofar as such losses, claims, expenses, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any representation or
warranty made by the Purchaser in SECTION 9 hereof on which the Seller has
relied, being, or alleged to be, materially untrue or incorrect (notwithstanding
the Purchaser's lack of knowledge with respect to the substance of any
representation or warranty to which SECTION 9 applies which is made to the best
of the Purchaser's knowledge). This indemnity will be in addition to any
liability which the Purchaser may otherwise have.
(c) Promptly after receipt by either the Purchasers or the Seller of
notice of the commencement of any action or proceeding in any way relating to or
arising from this Agreement, such party will notify the other party of the
commencement thereof; but the omission so to notify the party from whom
indemnification is sought (the "INDEMNIFYING PARTY") will not relieve the
Indemnifying Party from any liability which it may have to the party seeking
indemnification (the "INDEMNIFIED PARTY") except to the extent that the
Indemnifying Party is adversely affected by the lack of notice. In case any
such action is brought against the Indemnified Party, and it notifies the
Indemnifying Party of the commencement thereof, the Indemnifying Party will be
entitled to participate in the defense (with the consent of the Indemnified
Party which shall not be unreasonably withheld) of such action at the
Indemnifying Party's expense.
SECTION 13. NOTICES. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed, by
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<PAGE>
registered or certified mail, return receipt requested, or, if by other means,
when received by the other party. Notices to the Seller shall be directed to
European American Bank, 400 Oak Street, Garden City, New York 11530, Attention:
Mark McAfee - Senior Vice President; and notices to the Purchaser shall be
directed to ABN AMRO Mortgage Corporation, 181 West Madison Street, Suite 3250,
Chicago, Illinois 60602, Attention: Maria Fregosi - Director - ABN AMRO Mortgage
Operations; or such other addresses as may hereafter be furnished to the other
party by like notice.
SECTION 14. TERMINATION. This Agreement may be terminated (i) by the
mutual consent of the parties hereto, or (ii) by the Purchaser if the conditions
to the Purchaser's obligations to closing set forth under SECTION 10 hereof are
not fulfilled as and when required to be fulfilled or (iii) by the Seller if the
Purchaser's obligations under SECTION 11 hereof are not fulfilled as and when
required. In the event of a termination pursuant to SECTION 14(ii), the Seller
agrees that it will pay the out-of-pocket fees and expenses of the Purchaser in
connection with the transactions contemplated by this Agreement and in the event
of a termination pursuant to SECTION 14(iii), the Purchaser agrees that it will
pay the out-of-pocket fees and expenses of the Seller in connection with the
transactions contemplated by this Agreement.
SECTION 15. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE
DELIVERY. All representations, warranties and agreements contained in this
Agreement, or in certificates of officers of the Seller and the Purchaser
submitted pursuant hereto, shall remain operative and in full force and effect
and shall survive transfer and sale of the Mortgage Loans to the Purchaser.
SECTION 16. SEVERABILITY. If any provision of this Agreement shall be
prohibited or invalid under applicable law, the Agreement shall be ineffective
only to such extent, without invalidating the remainder of this Agreement.
SECTION 17. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but both of which together
shall constitute one and the same agreement.
SECTION 18. GOVERNING LAW. This Agreement shall be deemed to have been
made in the State of New York and shall be interpreted in accordance with the
laws of such state without regard to the principles of conflicts of law of such
state.
SECTION 19. FURTHER ASSURANCES. The Seller and the Purchaser agree to
execute and deliver such instruments and take such actions as the other party
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement.
SECTION 20. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the Seller and the
Purchaser and their permitted successors and assigns. The Seller acknowledges
and agrees that the Purchaser may
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<PAGE>
assign its rights under this Agreement. Any person into which the Seller may
be merged or consolidated (or any person resulting from any merger or
consolidation involving the Seller), or any person succeeding to the business
of the Seller shall be considered the "successor" of the Seller hereunder.
Except as provided in the two preceding sentences, this Agreement cannot be
assigned, pledged or hypothecated by any party hereto without the written
consent of the other party to this Agreement. Notwithstanding anything to the
contrary in this SECTION 20, the parties hereto agree that the Purchaser has
the right to assign its rights and interest in, to and under SECTION 8 hereof.
SECTION 21. AMENDMENTS. No term or provision of this Agreement may be
waived or modified unless such waiver or modification is in writing and signed
by a duly authorized officer of the party against whom such waiver or
modification is sought to be enforced.
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<PAGE>
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names
to be signed hereto by their respective duly authorized officers as of the date
first above written.
European American Bank,
as Seller
By: /s/
-----------------------------------------------
Name: Mark McAfee
Title: Senior Vice President
<PAGE>
ABN AMRO Mortgage Corporation,
as Purchaser
By: /s/
-----------------------------------------------
Name:
---------------------------------------------
Title:
--------------------------------------------
<PAGE>
SCHEDULE 1
MORTGAGE LOAN SCHEDULE
A copy of the Mortgage Loan Schedule may be obtained by contacting the
Registrant.
<PAGE>
SCHEDULE 2
MORTGAGE LOAN SCHEDULE INFORMATION
Each Mortgage Loan shall be identified by at least the following details,
among others, relating to each Mortgage Loan:
(i) the loan number of the Mortgage Loan and name of the related
Mortgagor;
(ii) the street address of the Mortgaged Property;
(iii) the mortgage interest rate as of the Cut-Off Date;
(iv) the original term and maturity date of the related
Mortgage Note;
(v) the original principal balance;
(vi) the first payment date;
(vii) the monthly payment in effect as of the Cut-Off Date;
(viii) the date of the last paid installment of interest;
(ix) the unpaid principal balance as of the close of business on the
Cut-Off Date;
(x) the loan-to-value ratio at origination and as of the Cut-Off
Date;
(xi) the type of property;
(xii) the nature of occupancy at origination;
(xiii) the county in which Mortgaged Property is located, if available;
(xiv) the Mortgage Loan Group; and
(xv) the Closing Date.
<PAGE>
SCHEDULE 3
MORTGAGE FILE INFORMATION
Each Mortgage File shall include at least the following documents,
among others, with respect to each Mortgage Loan transferred and assigned from
the Seller to the Purchaser, or its agent:
(i) the original Mortgage Note bearing all intervening endorsements
endorsed, "Pay to the order of Chase Bank of Texas, National
Association for the benefit of the Certificateholders of ABN AMRO
Mortgage Corporation Series 1998-2 Attn: Corporate Trust
Department, 600 Travis Street, Houston, TX 77002, without
recourse" and signed in the name of the Seller by an Authorized
Officer showing an unbroken chain of title from the originator
thereof to the person endorsing;
(ii) the original Mortgage with evidence of recording thereon, and if
the Mortgage was executed pursuant to a power of attorney, a
certified true copy of the power of attorney certified by the
recorder's office, with evidence of recording thereon, or
certified by a title insurance company or escrow company to be a
true copy thereof; PROVIDED that if such original Mortgage or
power of attorney cannot be delivered with evidence of recording
thereon on or prior to the Closing Date because of a delay caused
by the public recording office where such original Mortgage has
been delivered for recordation or because such original Mortgage
has been lost, the Seller shall deliver or cause to be delivered
to the Purchaser a true and correct copy of such Mortgage,
together with (a) in the case of a delay caused by the public
recording office, a certificate signed by an Authorized Officer of
the Seller stating that such original Mortgage has been dispatched
to the appropriate public recording official for recordation or
(b) in the case of an original Mortgage that has been lost, a
certificate by the appropriate county recording office where such
Mortgage is recorded or from a title insurance company or escrow
company indicating that such original was lost and the copy of the
original mortgage is a true and correct copy;
(iii) the originals of any and all instruments that modify the terms and
conditions of the Mortgage Note, including but not limited to
modification, consolidation, extension and assumption agreements
including any adjustable rate mortgage (ARM) rider, if any;
(iv) the originals of all required intervening assignments, if any with
evidence of recording thereon, and if such Assignment was executed
pursuant to a
<PAGE>
power of attorney, a certified true copy of the
power of attorney certified by the recorder's office, with
evidence of recording thereon, or certified by a title insurance
company or escrow company to be a true copy thereof; PROVIDED that
if such original Assignment or power of attorney cannot be
delivered with evidence of recording thereon on or prior to the
Closing Date because of a delay caused by the public recording
office where such original Assignment has been delivered for
recordation or because such original Assignment has been lost, the
Seller shall deliver or cause to be delivered to the Purchaser a
true and correct copy of such Assignment, together with (a) in the
case of a delay caused by the public recording office, a
certificate signed by an Authorized Officer of the Seller stating
that such original Assignment has been dispatched to the
appropriate public recording official for recordation or (b) in
the case of an original Assignment that has been lost, a
certificate by the appropriate county recording office where such
Assignment is recorded or from a title insurance company or escrow
company indicating that such original was lost and the copy of the
original assignment is a true and correct copy;
(v) the original mortgage policy of title insurance (including, if
applicable, the endorsement relating to the negative amortization
of the Mortgage Loans) or in the event such original title policy
is unavailable, any one of an original title binder, an original
preliminary title report or an original title commitment or a copy
thereof certified by the title company with the original policy of
title insurance to follow within 180 days of the Closing Date;
(vi) the mortgage insurance certificate;
(vii) hazard insurance certificates and copies of the Hazard Insurance
Policy and, if applicable, flood insurance policy; and
(viii) any and all other documents, opinions and certificates executed
and/or delivered by the related Mortgagor and/or its counsel in
connection with the origination of such Mortgage Loan which may
include Truth-in-Lending Statement and other legal statements,
Appraisal and Survey.
-2-
<PAGE>
EXHIBIT A
INSTRUCTION LETTER
ABN AMRO Mortgage Corporation
181 West Madison Street, Suite 3250
Chicago, Illinois 60602
________ __, 1998
European American Bank
400 Oak Street
Garden City, New York 11530
Dear Ladies and Gentlemen:
Pursuant to the Mortgage Loan Purchase Agreement dated as of June __,
1998 (the "PURCHASE AGREEMENT") between you and us, we have agreed to purchase
from you certain Mortgage Loans. All capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Purchase Agreement.
In order to facilitate these transactions, and for the purpose of
convenience only, we hereby authorize and direct you to:
Action Due Date
1. Endorse mortgage notes to: one week prior to funding
"Pay to the order of
Chase Bank of Texas, National Association
for the benefit of the Certificateholders
of ABN AMRO Mortgage Corporation
Series 1998-2, Attn: Corporate Trust
Department, 600 Travis Street,
Houston, TX 77002,
without recourse"
2. Assign mortgages to be recorded one week prior to funding
to Chase Bank of Texas, National
Association for the benefit of
the Certificateholders
of ABN AMRO Mortgage Corporation
Series 1998-2:
<PAGE>
3. Deliver to the Purchaser or its agent all two business days after
Mortgage Loan documents pertaining to each funding
loan
4. Deliver to the Purchaser's servicer all one week prior to Servicing
Mortgage Loan servicing documents transfer date
pertaining to each loan
one week prior to funding
5. Provide lost mortgage note affidavits,
certified copies of all missing mortgages,
and certified recorded copies of missing
intervening assignments
6. Mortgage Loan Schedule generated by one day prior to funding
Purchaser and agreed to by Seller
Sincerely,
ABN AMRO Mortgage Corporation
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
-2-
<PAGE>
EXHIBIT B
FORM OF ASSIGNMENT
European American Bank, ________________________ [INSERT IDENTIFYING
DESCRIPTION] (the "SELLER"), in exchange for $__________ in hand paid and other
good and valuable consideration, hereby grants, bargains, sells, assigns,
transfers, conveys, and sets over to ABN AMRO Mortgage Corporation, a Delaware
corporation (the "PURCHASER"), all of the Seller's right, title, and interest
in, to, and under the mortgage loans listed on SCHEDULE 1 attached hereto, the
mortgage notes evidencing or relating to such mortgage loans, all mortgages,
trust deeds, title insurance policies, property insurance polices, chattel
paper, loan guaranties, loan accounts, surveys, instruments, certificates, and
other documents whatsoever evidencing or relating to such mortgage notes and
mortgage loans, and all books, ledgers, books of account, records, writings,
data bases, information, and computer software (and all documentation therefor
or relating thereto, and all licenses relating to or covering such computer
software and/or documentation), and all other property, rights, title, and
interests whatsoever relating to, used, or useful in connection with, or
evidencing, embodying, incorporating, or referring to, any of the foregoing (the
"MORTGAGES"). The Seller warrants to the Purchaser that the Seller is the owner
of the Mortgages, subject to no liens, claims, or encumbrances.
<PAGE>
Dated: _____________, 1998 European American Bank
By:
----------------------------------------
Name:
-----------------------------------
Title:
---------------------------------
-2-
<PAGE>
ACKNOWLEDGED ON __________ __, 1998
ABN AMRO Mortgage Corporation
By:
----------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
-3-
<PAGE>
STATE OF ____________ )
)
COUNTY OF ___________ )
I, ______________, a Notary Public in and for the said County and State,
do hereby certify that ____________, personally known to me to be the same
person whose name is subscribed to the foregoing instrument as _______________
of __________________, appeared before me this day in person and, being first
sworn, acknowledged that he signed and delivered the said instrument as his own
free and voluntary act, and as the free and voluntary act of said corporation as
the ___________ of ____________, a ____________, for the uses and purposes
therein set forth and that he was duly authorized to execute the said instrument
by the __________________ of said _________________.
Given under my hand and seal, this ____ day of ____________, 1998.
__________________________________
Notary Public
My commission expires:____________
<PAGE>
EXHIBIT C
FORM OF OFFICER'S CERTIFICATE
European American Bank
I, ____________________, do hereby certify pursuant to SECTION 10(a) and
(b)(iii) of the Purchase Agreement (as hereinafter defined) that I am the duly
elected ____________________ of European American Bank ("European American"), a
New York Commercial Bank, and further certify as follows:
1. Attached hereto as EXHIBIT "A" is a true and correct copy of the
charter of European American. There has been no amendment or other document
filed affecting the charter as of the date of this certification of European
American, and no such amendment has been authorized.
2. Attached hereto as EXHIBIT "B" is a true and correct copy of the
by-laws of European American as in full force and effect as of the date of this
certification.
3. No proceedings looking toward merger, consolidation, liquidation,
or dissolution of European American are pending or contemplated.
4. Each person who, as an officer or representative of European
American, signed, or will sign (a) the Purchase Agreement, and (b) any other
document delivered pursuant thereto or on the date hereof in connection with the
Mortgage Loan Purchase Agreement dated as of __________ __, 199_, between
European American, as seller, and ABN AMRO Mortgage Corporation, as Purchaser
(the "PURCHASE AGREEMENT") was, at the respective times of such signing and
delivery, and is as of the date hereof duly elected or appointed, qualified and
acting as such officer or representative, and the signatures of such persons
appearing on such documents are their genuine signatures.
5. Attached hereto as EXHIBIT "C" is a true and correct copy of
resolutions adopted by the Board of Directors of European American with respect
to the authorization of Mark McAfee to take such actions and enter into such
agreements as are necessary to enter into the Purchase Agreement; said
resolutions have not been amended, modified, annulled or revoked and are in full
force and effect.
6. Attached hereto as EXHIBIT "D" is a Good Standing Certificate
issued by The New York State Banking Department as of __________, 199_. A
current Good Standing Certificate has been requested from The New York State
Banking Department and will be supplied when it is received.
7. European American has performed all obligations and satisfied all
conditions on its part to be performed or satisfied under the Purchase Agreement
on or prior to the Closing
<PAGE>
Date and all of the representations and warranties of the Seller under the
Purchase Agreement are true and correct as of the date hereof and as of the
Closing Date, and no event has occurred which, with notice or passage of
time, or both, would constitute a default under the Purchase Agreement.
All capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Purchase Agreement.
IN WITNESS WHEREOF, I have hereunto signed my name.
Date: __________ __, 199_
European American Bank
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
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<PAGE>
I, ____________________, [ASSISTANT SECRETARY] of European American Bank,
a New York Commercial Bank, hereby certify that ____________________ is the duly
elected, qualified and acting ____________________ of European American Bank and
that the signature appearing on the preceding page is his genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name.
Date: __________ __, 199_
European American Bank
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
-3-
<PAGE>
[OPINION TO BE REVISED IN ACCORDANCE WITH
GENERAL COUNSEL'S FORM OF OPINION LETTER]
EXHIBIT D
[OPINION OF SELLER'S IN-HOUSE COUNSEL
PURSUANT TO SECTION 10(b)(iv)]
__________ __, 1998
ABN AMRO Mortgage Corporation
181 West Madison Street, Suite 3250
Chicago, Illinois 60602
Re: ABN AMRO MORTGAGE CORPORATION PURCHASE OF MORTGAGE LOANS
Ladies and Gentlemen:
As General Counsel to European American Bank, a [INSERT DESCRIPTION]
("SELLER"), I and attorneys working under my supervision have acted as counsel
to Seller in connection with the sale of Mortgage Loans by Seller to ABN AMRO
Mortgage Corporation (the "PURCHASER") pursuant to a Mortgage Loan Purchase
Agreement, dated as of June __, 1998 (the "PURCHASE AGREEMENT"), between the
Purchaser and Seller. This opinion is being delivered to the Purchaser pursuant
to SECTION 10(b)(iv) of the Purchase Agreement. All capitalized terms not
otherwise defined herein have the meanings given them in the Purchase Agreement.
In rendering the opinions set forth below, we have examined and relied
upon originals or copies, certified or otherwise identified to our satisfaction,
of the charter and by-laws of Seller, the Purchase Agreement and such corporate
records, agreements or other instruments of Seller, and such certificates,
records and other documents, agreements and instruments, including, among other
things, certain documents delivered on the Closing Date, as we have deemed
necessary and proper as the basis for our opinions. In connection with such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents, agreements and instruments submitted to us as originals, the
conformity to original documents, agreements and instruments of all documents,
agreements and instruments submitted to us as copies or specimens, the
authenticity of the originals of such documents, agreements and instruments
submitted to us as copies or specimens, the conformity to executed original
documents of all documents submitted to us in draft and the accuracy of the
matters set forth in the documents we reviewed. We have also assumed that all
documents, agreements and instruments have been
<PAGE>
ABN AMRO Mortgage Corporation
_____________ ____, 199___
Page 2
duly authorized, executed and delivered by all parties thereto. As to any
facts material to such opinions that we did not independently establish or
verify, we have relied upon statements and representations of officers and
other representatives of Seller as we have deemed necessary and proper as the
basis for our opinions, including, among other things, the representations
and warranties of Seller in the Purchase Agreement.
Based upon the foregoing, I am of the opinion that:
1. Seller is a [INSERT DESCRIPTION], duly organized, validly existing
and in good standing under the laws of the State/Commonwealth of __________ and
either is not required to be qualified to do business under the laws of any
states where such qualification is necessary to transact the business
contemplated by the Purchase Agreement, or is qualified to do business under the
laws of any states where such qualification is necessary to transact the
business contemplated by the Purchase Agreement, or the State of
[_________________], and Seller is duly authorized and has full corporate power
and authority to transact the business contemplated by the Purchase Agreement.
2. The Purchase Agreement has been duly authorized, executed and
delivered by Seller and is a legal, valid and binding obligation of and is
enforceable against Seller in accordance with its terms, except that the
enforceability thereof may be subject to (A) bankruptcy, insolvency,
receivership, conservatorship, reorganization, moratorium or other laws, now or
hereafter in effect, relating to creditors' rights generally or the right of
creditors of federal savings banks, (B) general principles of equity (regardless
of whether enforcement is sought in a proceeding in equity or at law) and (C)
limitations of public policy under applicable securities laws as to rights of
indemnity and contribution under the Purchase Agreement.
3. No consent, approval, authorization or order of any court or
supervisory, regulatory, administrative or governmental agency or body is
required for the execution, delivery and performance by Seller of or compliance
by Seller with the Purchase Agreement, the sale of the Mortgage Loans or the
consummation of the transactions contemplated by the Purchase Agreement.
4. Neither the execution and delivery by Seller of the Purchase
Agreement, nor the consummation by Seller of the transactions contemplated
therein, nor the compliance by Seller with the provisions thereof, will conflict
with or result in a breach of any of the terms, conditions or provisions of
Seller's charter or by-laws or board or shareholder's resolutions, or any
agreement or instrument to which Seller 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
<PAGE>
ABN AMRO Mortgage Corporation
_____________ ____, 199___
Page 3
law, rule, regulation, order, judgment or decree to which Seller or its
property is subject, which, in any of the above cases, would materially and
adversely affect Seller's ability to perform its obligations under the
Purchase Agreement.
5. There is not an action, suit, proceeding or investigation pending,
or, to the best of my knowledge, threatened against Seller which, either in any
one instance or in the aggregate, would draw into question the validity of the
Purchase Agreement or the Mortgage Loans or of any action taken or to be taken
in connection with the obligations of Seller contemplated therein, or which
would be likely to materially impair the ability of Seller to perform under the
terms of the Purchase Agreement.
The Opinions expressed herein are limited to matters of federal and
[_____________] law and do not purport to cover any matters as to which laws of
any other jurisdiction are applicable. Except as expressly provided herein,
this opinion is being furnished to you solely for your benefit in connection
with the purchase of the Mortgage Loans, and it is not to be used, circulated,
quoted or otherwise referred to for any purpose without my express written
consent.
Sincerely,
European American Bank
By: ____________________
Title: General Counsel
<PAGE>
TABLE OF CONTENTS
PAGE
SECTION 1. Purchase and Sale of the Mortgage Loans . . . . . . . . . 1
SECTION 2. Mortgage Loan Schedule. . . . . . . . . . . . . . . . . . 1
SECTION 3. Purchase Price. . . . . . . . . . . . . . . . . . . . . . 2
SECTION 4. Examination of Mortgage Files . . . . . . . . . . . . . . 2
SECTION 5. Transfer of Mortgage Loans; Possession of Mortgage
Files . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 6. Books and Records . . . . . . . . . . . . . . . . . . . . 3
SECTION 7. Further Actions; Financing Statements . . . . . . . . . . 3
SECTION 8. Representations, Warranties and Agreements of Seller. . . 4
SECTION 9. Representations, Warranties and Agreements of
Purchaser . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 10. Purchaser's Conditions to Closing . . . . . . . . . . . .10
SECTION 11. Seller's Conditions to Closing. . . . . . . . . . . . . .11
SECTION 12. Indemnification . . . . . . . . . . . . . . . . . . . . .12
SECTION 13. Notices . . . . . . . . . . . . . . . . . . . . . . . . .12
SECTION 14. Termination . . . . . . . . . . . . . . . . . . . . . . .13
SECTION 15. Representations, Warranties and Agreements to Survive
Delivery . . . . . . . . . . . . . . . . . . . . . . . .13
SECTION 16. Severability. . . . . . . . . . . . . . . . . . . . . . .13
SECTION 17. Counterparts. . . . . . . . . . . . . . . . . . . . . . .13
SECTION 18. Governing Law . . . . . . . . . . . . . . . . . . . . . .13
SECTION 19. Further Assurances. . . . . . . . . . . . . . . . . . . .13
SECTION 20. Successors and Assigns. . . . . . . . . . . . . . . . . .13
SECTION 21. Amendments. . . . . . . . . . . . . . . . . . . . . . . .14
<PAGE>
MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement (the "AGREEMENT"), dated as of
June 25, 1998, between EAB Mortgage Company, Inc. (the "SELLER") and ABN AMRO
Mortgage Corporation (the "PURCHASER").
Subject to the terms and conditions of this Agreement, the Seller
agrees to sell and the Purchaser agrees to purchase certain mortgage loans (the
"MORTGAGE LOANS") as described herein and as identified on the Mortgage Loan
Schedule defined in SECTION 2 hereof. The Mortgage Loans will be purchased on a
servicing retained basis.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. PURCHASE AND SALE OF THE MORTGAGE LOANS.
(a) Pursuant to the terms hereof and upon satisfaction of the
conditions set forth herein, the Seller agrees to sell and the Purchaser agrees
to purchase, Mortgage Loans having the general characteristics set forth in this
Agreement and specifically identified on the Mortgage Loan Schedule, for the
Purchase Price set forth below in SECTION 3(a) hereof and having an aggregate
principal balance on and as of the date of such Mortgage Loan Schedule (the
"CUT-OFF DATE") of approximately $27,000,000 after deduction of principal
payments due on or before the Cut-Off Date (which amount may vary plus or minus
5% thereof), or such other aggregate principal balance as agreed by the
Purchaser and the Seller as evidenced by the actual aggregate principal balance
of the Mortgage Loans accepted by the Purchaser on the Closing Date (as defined
below).
(b) Subject to mutual agreement between the Purchaser and the Seller,
the closing for the purchase and sale of the Mortgage Loans shall take place on
June 25, 1998 (the "Closing Date") at the office of Purchaser's counsel in
Chicago, Illinois or such other place as the parties shall agree.
SECTION 2. MORTGAGE LOAN SCHEDULE. Attached to this Agreement as
Schedule 1 is a listing of the Mortgage Loans evidenced by promissory notes,
mortgage notes or other evidence of indebtedness (the "MORTGAGE NOTES")
evidencing the indebtedness of an obligor (the "MORTGAGOR") under the mortgages,
deeds of trust or other instruments securing a Mortgage Loan (the "MORTGAGES")
to be purchased by and delivered to the Purchaser on the Closing Date (as such
may be amended prior to the Closing Date by mutual agreement of the parties)
(the "MORTGAGE LOAN SCHEDULE"). The "Mortgage Loan Schedule" as of the Closing
Date shall refer to the Mortgage Loan Schedule as delivered on the Cut-off Date
related to such Mortgage Loans to be purchased by or on behalf of the Purchaser
pursuant to the terms of this Agreement. The Mortgage Loan Schedule shall
contain as to each Mortgage Loan
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<PAGE>
listed thereon, at a minimum, the Mortgage Loan information indicated on
SCHEDULE 2 hereto.
SECTION 3. PURCHASE PRICE.
(a) In exchange for the Mortgage Loans, on the Closing Date, the
Purchaser shall transfer to the Seller by wire transfer in immediately available
funds the purchase price (the "PURCHASE PRICE") which is equal to the principal
balance thereof as of the Cut-Off Date plus any accrued and unpaid interest
thereon to such Cut-Off Date.
(b) The Purchaser shall be entitled to all scheduled payments of
principal and interest due with respect to the Mortgage Loans after the Cut-Off
Date, and all other recoveries of principal and interest collected after the
Cut-Off Date (other than in respect of principal and interest on the Mortgage
Loans due on or before the Cut-Off Date). The Seller shall be entitled to all
scheduled payments of principal and interest due with respect to the Mortgage
Loans on or before the Cut-Off Date, and all other recoveries of principal and
interest collected on or before the Cut-Off Date (other than in respect of
principal and interest on the Mortgage Loans due after the Cut-Off Date). The
Principal Balance of each Mortgage Loan as of the Cut-Off Date is determined
after deduction of payments of principal due on or before the Cut-Off Date
whether or not collected. Therefore, payments of scheduled principal and
interest prepaid for a date due following the Cut-Off Date shall not be deducted
from the Principal Balance as of the Cut-Off Date but such prepaid amounts shall
belong to and be promptly remitted to the Purchaser.
SECTION 4. EXAMINATION OF MORTGAGE FILES.
Prior to the Closing Date, the Seller will have made files for each
Mortgage Loan, that consist at least of the documents listed on SCHEDULE 3
attached hereto (with respect to each Mortgage Loan, a "Mortgage File", and
collectively, the "MORTGAGE FILES"), available to the Purchaser or its agents,
for examination at the Seller's offices or such other location as shall
otherwise be agreed upon by the Purchaser and the Seller. The Purchaser may
purchase all or part of the Mortgage Loans with or without conducting any
partial or complete examination. The fact that the Purchaser or its agents have
conducted or have failed to conduct any partial or complete examination of the
Mortgage Files shall not affect the Purchaser's rights under this Agreement,
including, but not limited to, the rights to demand repurchase, substitution or
other relief as provided in this Agreement.
SECTION 5. TRANSFER OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES.
(a) On the Closing Date, subject to the satisfaction of the terms and
conditions hereof the Seller shall sell, transfer, assign, set over and
otherwise convey to the Purchaser, without recourse, but subject to the terms of
this Agreement, all right, title and interest of the Seller in and to the
Mortgage Loans and all proceeds thereof, wherever located, including without
limitation, all amounts in respect of principal and interest received or
receivable with
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<PAGE>
respect to Mortgage Loan payments due after the Cut-Off Date (and including
scheduled payments of principal and interest due after the Cut-Off Date but
received by the Seller on or before the Cut-Off Date, but not including
payments of principal and interest due on the Mortgage Loans on or before the
Cut-Off Date), together with the proceeds of any related mortgage insurance
policies. Such transfer shall be made directly to the Purchaser in
accordance with the letter delivered to the Seller by the Purchaser attached
hereto as EXHIBIT A (the "INSTRUCTION LETTER"). The Seller's records will
accurately reflect the sale of each Mortgage Loan to the Purchaser.
(b) The ownership of each Mortgage Loan and the related Mortgage Note,
the Mortgage and the contents of the related Mortgage File shall be, upon
satisfaction of SUBSECTION 5(a) hereof, vested in the Purchaser and the
ownership of all records and documents with respect to such Mortgage Loan
prepared by or which come into the possession of the Seller shall immediately
vest in the Purchaser and shall be retained and maintained by the Seller at the
will and for the benefit of the Purchaser in a custodial capacity only. The
Seller shall deliver to the Purchaser or its agent in accordance with the
instructions set forth in EXHIBIT A, simultaneously with the execution and
delivery of this Agreement or prior to the Closing Date, all of the documents
pertaining to each Mortgage Loan.
(c) The transfer of the Mortgage Loans as described herein shall be
absolute and is intended by the parties to be a sale. In the event that a court
deems the conveyance set forth herein not to constitute a sale, the Seller shall
have granted to the Purchaser and the Trustee a first priority security interest
in the Mortgage Loans and in the proceeds thereof of any kind or nature
whatsoever, and in the proceeds of any related insurance policies, subject to
the satisfaction or waiver of the conditions set forth in SECTION 11 hereof, and
shall take, or shall cause to have been taken, all steps necessary prior to the
Closing Date to perfect such security interest in the Purchaser.
SECTION 6. BOOKS AND RECORDS.
On the Closing Date, following the sale of the Mortgage Loans to the
Purchaser, title to each Mortgage and the related Mortgage Note shall be
transferred to the Purchaser or its assignee in accordance with this Agreement.
All rights arising out of the Mortgage Loans after the Cut-Off Date including,
but not limited to, any and all funds received on or in connection with a
Mortgage Loan and due after the Cut-Off Date shall be received and held by the
Seller in a custodial capacity for the benefit of the Purchaser or its assignee
as the owner of the Mortgage Loans in accordance herewith and shall be delivered
by the Seller to the Purchaser or its assignee on or immediately following the
Closing Date. Any funds received by the Seller, the Purchaser or LaSalle Home
Mortgage Corporation after the Cut-Off Date but due prior to the Cut-Off Date
shall remain the property of the Seller and shall be promptly remitted to the
Seller.
SECTION 7. FURTHER ACTIONS; FINANCING STATEMENTS.
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<PAGE>
(a) In furtherance of the provisions of SECTION 5(c) hereof, the
Seller agrees to take or cause to be taken such further actions to execute,
deliver and file or cause to be executed, delivered and filed, such further
documents and instruments (including, without limitation, any UCC financing
statements) as may be necessary, or as the Purchaser may reasonably request, in
order to perfect and maintain the security interest created pursuant to said
section and to otherwise fully effectuate the purposes, terms and conditions of
this Agreement, and the Purchaser shall cooperate in any such action.
(b) The Seller shall: (i) promptly execute, deliver, and file any
financing statements, amendments, continuation statements, assignments,
certificates and other documents with respect to such security interest as may
be necessary to enable the Purchaser to perfect or to maintain the perfection of
such security interest, each in form and substance satisfactory to the
Purchaser; and the Seller hereby grants to the Purchaser, subject to the
satisfaction or waiver of the conditions set forth in SECTION 11 hereof, the
right, at the Purchaser's option, to file any or all such financing statements,
amendments, continuation statements, assignments, certificates and other
documents pursuant to the UCC and otherwise without its signature and hereby
irrevocably appoints the Purchaser, subject to the satisfaction or waiver of the
conditions set forth in SECTION 11 hereof, as its attorney-in-fact to execute,
deliver and file any such financing statements, amendments, continuation
statements, assignments, certificates and other documents in the Seller's name
and to perform all other acts which the Purchaser deems appropriate to perfect
or to maintain the perfection of the security interest; and (ii) notify the
Purchaser within five (5) days after the occurrence of any of the following: (A)
any change in the Seller's corporate name or any trade name; (B) any change in
the Seller's location of its chief executive office or principal place of
business; and (C) any merger or consolidation or other change in Seller's
identity or material change in its corporate structure.
SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF SELLER.
(a) The Seller hereby represents and warrants to the Purchaser as of
the Closing Date (or such other date as is specified in the related
representation or warranty) as follows:
(i) The Seller has been duly created and is validly existing as
a corporation under the laws of the state of New York;
(ii) The execution and delivery of this Agreement by the Seller
and its performance of and compliance with the terms of this Agreement
will not violate the Seller's charter or by-laws or will not conflict
with or result in a breach of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other material agreement or instrument to which the Seller
is a party or by which the Seller or to which any of the property or
assets of the Seller is subject;
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<PAGE>
(iii) This Agreement, assuming due authorization, execution and
delivery by the Purchaser, constitutes a valid and legally binding
obligation of the Seller, enforceable against the Seller in accordance
with its terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other similar laws of general applicability relating
to or affecting creditors' rights and to general equity principles,
regardless of whether such enforcement is considered in a proceeding in
equity or at law;
(iv) The Seller is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Seller or its properties or
might have consequences that would affect its performance hereunder;
(v) No litigation is pending or, to the best of the Seller's
knowledge, threatened against the Seller which would prohibit its
entering into this Agreement or performing its obligations under this
Agreement;
(vi) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Seller, and the
transfer, assignment and conveyance of the Mortgage Notes and the
Mortgages by the Seller pursuant to this Agreement is not subject to the
bulk transfer or any similar statutory provisions in effect in the State
of New York;
(vii) With respect to each Mortgage Loan:
(a) that the information set forth in the
Mortgage Loan Schedule appearing as an exhibit to this Agreement
is true and correct in all material respects at the date or dates
respecting which such information is furnished as specified
therein;
(b) the Seller is the sole owner and holder of
each Mortgage Loan free and clear of all liens, pledges, charges
or security interests of any nature and has full right and
authority, subject to no interest or participation of, or
agreement with, any other party, to sell and assign the same;
(c) no payment of principal of or interest on or
in respect of any Mortgage Loan is 30 days or more past due from
the Due Date of such Mortgage Loan;
(d) as of the date of the transfer of the
Mortgage Loans to the Purchaser, there is no valid offset, defense
or counterclaim to any Mortgage Note or Mortgage;
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<PAGE>
(e) there is no proceeding pending, or to the
best of the Seller's knowledge, threatened for the total or
partial condemnation of any of the real property, together with
any improvements thereto, securing the indebtedness of the
Mortgagor under the related Mortgage Loan (the "Mortgaged
Property") and the Mortgaged Property is free of material damage
and is in good repair and neither the Mortgaged Property nor any
improvement located on or being part of the Mortgaged Property is
in violation of any applicable zoning law or regulation;
(f) that each Mortgage Loan complies in all
material respects with applicable state or federal laws,
regulations and other requirements, pertaining to usury, equal
credit opportunity and disclosure laws, and each Mortgage Loan was
not usurious at the time of origination;
(g) to the best of the Seller's knowledge, all
taxes, governmental assessments and insurance premiums previously
due and owing, and which may become a lien against the Mortgaged
Property, with respect to the Mortgaged Property have been paid;
(h) that each 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 except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally and by general equity
principles (regardless of whether such enforcement is considered
in a proceeding in equity or at law); 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 the Mortgagor;
(i) that each Mortgage is a valid and enforceable
first lien on the property securing the related Mortgage Note, and
that each Mortgage Loan is covered by an ALTA mortgagee title
insurance policy or other form of policy or insurance generally
acceptable to FNMA or FHLMC, issued by, and is a valid and binding
obligation of, a title insurer acceptable to FNMA or FHLMC
insuring the originator, its successor and assigns, as to the lien
of the Mortgage in the original principal amount of the Mortgage
Loan subject only to (a) the lien of current real property taxes
and assessments not yet due and payable, (b) covenants, conditions
and restrictions, rights of way, easements and other matters of
public record as of the date of recording of such Mortgage
acceptable to mortgage lending institutions in the area in which
the Mortgaged Property is located or specifically referred to in
the appraisal performed in connection with the origination of the
related Mortgage Loan and (c) such other matters to which like
properties are commonly subject which do
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<PAGE>
not individually, or in the aggregate, materially interfere
with the benefits of the security intended to be provided by
the Mortgage;
(j) neither the Seller nor any prior holder of
any Mortgage has, except as the Mortgage File may reflect,
modified the Mortgage in any material respect; satisfied,
cancelled or subordinated such Mortgage in whole or in part;
released such Mortgaged Property in whole or in part from the lien
of the Mortgage; or executed any instrument of release,
cancellation, modification or satisfaction;
(k) that each Mortgaged Property consists of a
fee simple estate, a leasehold estate or condominium form of
ownership in real property;
(l) the condominium projects that include the
condominiums that are the subject of any condominium loan are
generally acceptable to FNMA or FHLMC;
(m) no foreclosure action is threatened or has
been commenced (except for the filing of any notice of default)
with respect to the Mortgage Loan; and except for payment
delinquencies not in excess of 30 days, to the best of the
Seller's knowledge, there is no default, breach, violation or
event of acceleration existing under the Mortgage or the related
Mortgage Note and no 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;
and the Seller has not waived any default, breach, violation or
event of acceleration;
(n) Each Mortgage Loan was originated on FNMA or
FHLMC uniform instruments for the state in which the mortgaged
property is located;
(o) that based upon a representation by each
Mortgagor at the time of origination or assumption of the
applicable Mortgage Loan, 100% of the Mortgage Loans measured by
Principal Balance were to be secured by owner-occupied residences
and no more than 0% of the Mortgage Loans measured by Principal
Balance secured by non-owner-occupied residences;
(p) that an appraisal of each Mortgaged Property
was conducted at the time of origination of the related Mortgage
Loan, and that each such appraisal was conducted in accordance
with FNMA or FHLMC criteria, on FNMA or FHLMC forms and
comparables on at least three properties were obtained;
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<PAGE>
(q) that no Mortgage Loan had a Loan-to-Value
Ratio at origination in excess of 95%;
(r) the Mortgage Loans were not selected in a
manner to adversely affect the interests of the Purchaser and the
Seller knows of no conditions which reasonably would cause it to
expect any Mortgage Loan to become delinquent or otherwise lose
value;
(s) each Mortgage Loan was either (A) originated
directly by or closed in the name of either: (i) a savings and
loan association, savings bank, commercial bank, credit union,
insurance company, or similar institution which is supervised and
examined by a federal or state authority or (ii) a mortgagee
approved by the Secretary of Housing and Urban Development
pursuant to Sections 203 and 211 of the National Housing Act or
(B) originated or underwritten by an entity employing underwriting
standards consistent with the underwriting standards of an
institution as described in subclause (a)(i) or (a)(ii) above; and
(t) each Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G of the Internal Revenue Code of
1986.
It is understood and agreed that the representations and
warranties set forth in this SECTION 8 shall survive the sale of
the Mortgage Loans to the Purchaser and shall inure to the benefit
of the Purchaser, notwithstanding any restrictive or qualified
endorsement on any Mortgage Note or Assignment of Mortgage or the
examination of any Mortgage File.
Upon discovery by either the Seller, the Purchaser or its
designees of a breach of any of the foregoing representations or
warranties of the Seller which materially and adversely affects
(1) the value of any of the Mortgage Loans actually delivered or
(2) the interests of the Purchaser therein, the party discovering
such breach shall give prompt written notice to the other. Within
90 (ninety) days of its discovery or its receipt of notice of any
such breach of a representation or warranty, the Seller shall,
with respect to the Mortgage Loan(s) to which such breach relates,
(i) cure such breach in all material respects (except for a breach
of that portion of the representation and warranty relating to any
casualty from the presence of hazardous waste or hazardous
substances), (ii) repurchase such Mortgage Loan or Mortgage Loans
(or any property acquired in respect thereof) from the Purchaser
at the Purchase Price, as adjusted for the then current principal
balance or (iii) within the 90 (ninety)-day period following the
Closing Date substitute another mortgage loan for such Mortgage
Loan. Such substitute mortgage loan shall on the date of
substitution, (i) have a principal balance not in excess of the
principal balance of the defective Mortgage Loan, (ii) be accruing
interest at a rate of interest at
-8-
<PAGE>
least equal to that of the defected Mortgage Loan,
(iii) have a remaining term to stated maturity not greater
than, and not more than two years less than, that of the
Mortgage Loan so substituted, (iv) have an original
loan-to-value ratio not higher than that of the Mortgage Loan so
substituted and a current loan-to-value ratio not higher than that
of the Mortgage Loan so substituted, and (v) comply with all the
representations and warranties relating to Mortgage Loans set
forth herein, as of the date of substitution (such mortgage loan
being referred to herein as a "QUALIFYING SUBSTITUTE MORTGAGE
LOAN"). Except as set forth in SECTION 13 hereof, it is understood
and agreed that the obligations of the Seller set forth in this
SECTION 8 to cure, substitute for or repurchase a defective
Mortgage Loan constitute the sole remedies of the Purchaser
respecting a breach of the foregoing representations and
warranties.
The Purchaser, upon receipt by it of the full amount of the
Purchase Price as adjusted for the then current principal balance
for a Mortgage Loan that is repurchased, or upon receipt of the
Mortgage File for a Qualifying Substitute Mortgage Loan for a
Mortgage Loan that is substituted or repurchased, shall release or
cause to be released and reassign to the Seller the related
Mortgage File for the Mortgage Loan that is substituted and shall
execute and deliver such instruments of transfer or assignment, in
each case without recourse, representation, or warranty, as shall
be necessary to vest in the Seller or its designee or assignee
title to any such substituted Mortgage Loan released pursuant
hereto, free and clear of all security interests, liens and other
encumbrances created by this Agreement, which instruments shall be
prepared by the Seller at its expense and shall be reasonably
acceptable to the Purchaser, and the Purchaser shall have no
further responsibility with respect to the Mortgage File relating
to such Mortgage Loan that is substituted.
Any cause of action against the Seller or relating to or
arising out of the breach of any representations and warranties
made in this SECTION 8 shall accrue as to any Mortgage Loan upon
(i) discovery of such breach by the Purchaser or notice thereof by
the Seller to the Purchaser, (ii) failure by the Seller to cure
such breach, repurchase such Mortgage Loan or substitute a
Qualifying Substitute Mortgage Loan as specified above, and (iii)
demand upon the Seller by the Purchaser for all amounts payable in
respect of such Mortgage Loan.
SECTION 9. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF PURCHASER.
(a) The Purchaser hereby represents and warrants to the Seller, as of
the date hereof (or such other date as is specified in the related
representation or warranty) as follows:
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(i) The Purchaser is a corporation duly formed and validly
existing under the laws of the State of Delaware;
(ii) The execution and delivery of this Agreement by the
Purchaser and its performance of and compliance with the terms of this
Agreement will not violate the Purchaser's corporate charter or by-laws
or will not conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage,
deed of trust, loan agreement or other material agreement or instrument
to which the Purchaser is a party or by which the Purchaser or to which
any property or assets of the Purchaser is subject;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Seller, constitutes a valid and legally binding
obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles, regardless of whether such enforcement is considered
in a proceeding in equity or at law;
(iv) The Purchaser is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which the Purchaser default
might have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Purchaser or its
properties or might have consequences that would affect its performance
hereunder; and
(v) No litigation is pending or, to the best of the Purchaser's
knowledge, threatened against the Purchaser which would prohibit its
entering into this Agreement or performing its obligations under this
Agreement;
SECTION 10. PURCHASER'S CONDITIONS TO CLOSING. The obligations of the
Purchaser under this Agreement shall be subject to the satisfaction, on or prior
to the Closing Date, of the following conditions:
(a) The obligations of the Seller required to be performed by it on or
prior to the Closing Date pursuant to the terms of this Agreement shall have
been duly performed and complied with and all of the representations and
warranties of the Seller under this Agreement shall be true and correct as of
the date hereof and as of the Closing Date, and no event shall have occurred
which, with notice or the passage of time, or both, would constitute a default
under this Agreement, and the Purchaser shall have received a certificate to
that effect signed by an Authorized Officer (as defined below) of the Seller.
-10-
<PAGE>
(b) The Purchaser or the Purchaser's document custodian shall have
received, or the Purchaser's attorney shall have received in escrow, all of the
following closing documents, in such forms as are agreed upon and acceptable to
the Purchaser, duly executed by all signatories other than the Purchaser, as
required pursuant to the respective terms thereof:
(i) An assignment or assignments of the Mortgage Loans to the
Purchaser substantially in the form attached hereto as EXHIBIT B with
such changes as are required to adapt the assignment to the proper form
in the jurisdiction where the related Mortgage Property is located, and
each original Mortgage Note, duly endorsed originally or by facsimile,
without recourse, to the Purchaser, in each case in accordance with the
instructions set forth in EXHIBIT A attached hereto, which assignment or
assignments and Mortgage Note shall be delivered to and held by the
Purchaser or its agent on behalf of the Purchaser;
(ii) The Mortgage Loan Schedule prepared by Purchaser dated as
of the related Closing Date and attached hereto;
(iii) A certificate signed by an officer, which officer may be
either a senior vice president, a vice president, an assistant vice
president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of
the Closing Date, substantially in the form attached hereto as EXHIBIT C
to the parties hereto, and attached thereto copies of the charter and
by-laws and a Good Standing Certificate or a memorandum setting forth the
verbal assurances from the appropriate regulatory authorities with
respect to the Seller will be immediately forthcoming; and
(iv) An opinion of Seller's counsel in substantially the form
attached hereto as EXHIBIT D.
(v) A security release certification, in a form acceptable to
the Purchaser, executed by the appropriate mortgagee or secured party, if
any of the Mortgage Loans have at any time been subject to any security
interest, pledge or hypothecation for the benefit of such person.
(c) The Seller will furnish to the Purchaser such other certificates
of its officers or others and such other documents to evidence fulfillment of
the conditions set forth in this Agreement as the Purchaser and its attorney may
reasonably request.
SECTION 11. SELLER'S CONDITIONS TO CLOSING. The obligations of the
Seller under this Agreement shall be subject to the satisfaction, on or prior to
the Closing Date, of the following conditions:
-11-
<PAGE>
(a) The obligations of the Purchaser required to be performed by it on
or prior to the Closing Date pursuant to the terms of this Agreement shall have
been duly performed and complied with and all of the representations and
warranties of the Purchaser under this Agreement shall be true and correct as of
the date hereof and as of the Closing Date, and no event shall have occurred
which, with notice or the passage of time, or both, would constitute a default
under this Agreement, and the Seller shall have received a certificate to that
effect signed by an Authorized Officer of the Purchaser.
(b) The Seller shall have received, or the Seller's attorney shall
have received in escrow, all of the following closing documents, in such forms
as are agreed upon and acceptable to the Seller, duly executed by all
signatories other than the Seller as required pursuant to the respective terms
thereof:
(i) A certificate signed by an Authorized Officer dated as of
the Closing Date, in the form acceptable to the parties hereto, and
attached thereto the resolutions of the Purchaser authorizing the
transactions contemplated by this Agreement, together with copies of the
Articles of Association and by-laws as of a recent date with respect to
the Purchaser;
(c) The Purchaser will furnish to the Seller such other certificates
of its officers or others and such other documents to evidence fulfillment of
the conditions set forth in this Agreement as the Seller and its attorney may
reasonably request.
SECTION 12. INDEMNIFICATION.
(a) The Seller agrees to indemnify and hold harmless the Purchaser
against any and all losses, claims, expenses, damages or liabilities to which
Purchaser may become subject, insofar as such losses, claims, expenses, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any representation or warranty made by the Seller in SECTION 8 hereof on which
Purchaser has relied, being, or alleged to be, materially untrue or incorrect.
This indemnity will be in addition to any liability which the Seller may
otherwise have.
(b) The Purchaser agrees to indemnify and hold harmless the Seller
solely in its capacity as seller of the Mortgage Loans against any and all
losses, claims, expenses, damages or liabilities to which the Seller may become
subject, insofar as such losses, claims, expenses, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any representation or
warranty made by the Purchaser in SECTION 9 hereof on which the Seller has
relied, being, or alleged to be, materially untrue or incorrect (notwithstanding
the Purchaser's lack of knowledge with respect to the substance of any
representation or warranty to which SECTION 9 applies which is made to the best
of the Purchaser's knowledge). This indemnity will be in addition to any
liability which the Purchaser may otherwise have.
-12-
<PAGE>
(c) Promptly after receipt by either the Purchasers or the Seller of
notice of the commencement of any action or proceeding in any way relating to or
arising from this Agreement, such party will notify the other party of the
commencement thereof; but the omission so to notify the party from whom
indemnification is sought (the "INDEMNIFYING PARTY") will not relieve the
Indemnifying Party from any liability which it may have to the party seeking
indemnification (the "INDEMNIFIED PARTY") except to the extent that the
Indemnifying Party is adversely affected by the lack of notice. In case any
such action is brought against the Indemnified Party, and it notifies the
Indemnifying Party of the commencement thereof, the Indemnifying Party will be
entitled to participate in the defense (with the consent of the Indemnified
Party which shall not be unreasonably withheld) of such action at the
Indemnifying Party's expense.
SECTION 13. NOTICES. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed, by
registered or certified mail, return receipt requested, or, if by other means,
when received by the other party. Notices to the Seller shall be directed to
EAB Mortgage Company, Inc., 400 Oak Street, Garden City, New York 11530,
Attention: Mark McAfee - Senior Vice President; and notices to the Purchaser
shall be directed to ABN AMRO Mortgage Corporation, 181 West Madison Street,
Suite 3250, Chicago, Illinois 60602, Attention: Maria Fregosi - Director - ABN
AMRO Mortgage Operations; or such other addresses as may hereafter be furnished
to the other party by like notice.
SECTION 14. TERMINATION. This Agreement may be terminated (i) by the
mutual consent of the parties hereto, or (ii) by the Purchaser if the conditions
to the Purchaser's obligations to closing set forth under SECTION 10 hereof are
not fulfilled as and when required to be fulfilled or (iii) by the Seller if the
Purchaser's obligations under SECTION 11 hereof are not fulfilled as and when
required. In the event of a termination pursuant to SECTION 14(ii), the Seller
agrees that it will pay the out-of-pocket fees and expenses of the Purchaser in
connection with the transactions contemplated by this Agreement and in the event
of a termination pursuant to SECTION 14(iii), the Purchaser agrees that it will
pay the out-of-pocket fees and expenses of the Seller in connection with the
transactions contemplated by this Agreement.
SECTION 15. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE
DELIVERY. All representations, warranties and agreements contained in this
Agreement, or in certificates of officers of the Seller and the Purchaser
submitted pursuant hereto, shall remain operative and in full force and effect
and shall survive transfer and sale of the Mortgage Loans to the Purchaser.
SECTION 16. SEVERABILITY. If any provision of this Agreement shall be
prohibited or invalid under applicable law, the Agreement shall be ineffective
only to such extent, without invalidating the remainder of this Agreement.
-13-
<PAGE>
SECTION 17. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but both of which together
shall constitute one and the same agreement.
SECTION 18. GOVERNING LAW. This Agreement shall be deemed to have been
made in the State of New York and shall be interpreted in accordance with the
laws of such state without regard to the principles of conflicts of law of such
state.
SECTION 19. FURTHER ASSURANCES. The Seller and the Purchaser agree to
execute and deliver such instruments and take such actions as the other party
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement.
SECTION 20. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the Seller and the
Purchaser and their permitted successors and assigns. The Seller acknowledges
and agrees that the Purchaser may assign its rights under this Agreement. Any
person into which the Seller may be merged or consolidated (or any person
resulting from any merger or consolidation involving the Seller), or any person
succeeding to the business of the Seller shall be considered the "successor" of
the Seller hereunder. Except as provided in the two preceding sentences, this
Agreement cannot be assigned, pledged or hypothecated by any party hereto
without the written consent of the other party to this Agreement.
Notwithstanding anything to the contrary in this SECTION 20, the parties hereto
agree that the Purchaser has the right to assign its rights and interest in, to
and under SECTION 8 hereof.
SECTION 21. AMENDMENTS. No term or provision of this Agreement may be
waived or modified unless such waiver or modification is in writing and signed
by a duly authorized officer of the party against whom such waiver or
modification is sought to be enforced.
-14-
<PAGE>
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names
to be signed hereto by their respective duly authorized officers as of the date
first above written.
EAB Mortgage Company, Inc.,
as Seller
By: /s/
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
<PAGE>
ABN AMRO Mortgage Corporation,
as Purchaser
By: /s/
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
<PAGE>
SCHEDULE 1
MORTGAGE LOAN SCHEDULE
A copy of the Mortgage Loan Schedule may be obtained by contacting the
Registrant.
<PAGE>
SCHEDULE 2
MORTGAGE LOAN SCHEDULE INFORMATION
Each Mortgage Loan shall be identified by at least the following details,
among others, relating to each Mortgage Loan:
(i) the loan number of the Mortgage Loan and name of the related
Mortgagor;
(ii) the street address of the Mortgaged Property;
(iii) the mortgage interest rate as of the Cut-Off Date;
(iv) the original term and maturity date of the related
Mortgage Note;
(v) the original principal balance;
(vi) the first payment date;
(vii) the monthly payment in effect as of the Cut-Off Date;
(viii) the date of the last paid installment of interest;
(ix) the unpaid principal balance as of the close of business on the
Cut-Off Date;
(x) the loan-to-value ratio at origination and as of the Cut-Off
Date;
(xi) the type of property;
(xii) the nature of occupancy at origination;
(xiii) the county in which Mortgaged Property is located, if available;
(xiv) the Mortgage Loan Group; and
(xv) the Closing Date.
<PAGE>
SCHEDULE 3
MORTGAGE FILE INFORMATION
Each Mortgage File shall include at least the following documents,
among others, with respect to each Mortgage Loan transferred and assigned from
the Seller to the Purchaser, or its agent:
(i) the original Mortgage Note bearing all intervening endorsements
endorsed, "Pay to the order of Chase Bank of Texas, National
Association for the benefit of the Certificateholders of ABN AMRO
Mortgage Corporation Series 1998-2 Attn: Corporate Trust
Department, 600 Travis Street, Houston, TX 77002, without
recourse" and signed in the name of the Seller by an Authorized
Officer showing an unbroken chain of title from the originator
thereof to the person endorsing;
(ii) the original Mortgage with evidence of recording thereon, and if
the Mortgage was executed pursuant to a power of attorney, a
certified true copy of the power of attorney certified by the
recorder's office, with evidence of recording thereon, or
certified by a title insurance company or escrow company to be a
true copy thereof; PROVIDED that if such original Mortgage or
power of attorney cannot be delivered with evidence of recording
thereon on or prior to the Closing Date because of a delay caused
by the public recording office where such original Mortgage has
been delivered for recordation or because such original Mortgage
has been lost, the Seller shall deliver or cause to be delivered
to the Purchaser a true and correct copy of such Mortgage,
together with (a) in the case of a delay caused by the public
recording office, a certificate signed by an Authorized Officer of
the Seller stating that such original Mortgage has been dispatched
to the appropriate public recording official for recordation or
(b) in the case of an original Mortgage that has been lost, a
certificate by the appropriate county recording office where such
Mortgage is recorded or from a title insurance company or escrow
company indicating that such original was lost and the copy of the
original mortgage is a true and correct copy;
(iii) the originals of any and all instruments that modify the terms and
conditions of the Mortgage Note, including but not limited to
modification, consolidation, extension and assumption agreements
including any adjustable rate mortgage (ARM) rider, if any;
<PAGE>
(iv) the originals of all required intervening assignments, if any with
evidence of recording thereon, and if such Assignment was executed
pursuant to a power of attorney, a certified true copy of the
power of attorney certified by the recorder's office, with
evidence of recording thereon, or certified by a title insurance
company or escrow company to be a true copy thereof; PROVIDED that
if such original Assignment or power of attorney cannot be
delivered with evidence of recording thereon on or prior to the
Closing Date because of a delay caused by the public recording
office where such original Assignment has been delivered for
recordation or because such original Assignment has been lost, the
Seller shall deliver or cause to be delivered to the Purchaser a
true and correct copy of such Assignment, together with (a) in the
case of a delay caused by the public recording office, a
certificate signed by an Authorized Officer of the Seller stating
that such original Assignment has been dispatched to the
appropriate public recording official for recordation or (b) in
the case of an original Assignment that has been lost, a
certificate by the appropriate county recording office where such
Assignment is recorded or from a title insurance company or escrow
company indicating that such original was lost and the copy of the
original assignment is a true and correct copy;
(v) the original mortgage policy of title insurance (including, if
applicable, the endorsement relating to the negative amortization
of the Mortgage Loans) or in the event such original title policy
is unavailable, any one of an original title binder, an original
preliminary title report or an original title commitment or a copy
thereof certified by the title company with the original policy of
title insurance to follow within 180 days of the Closing Date;
(vi) the mortgage insurance certificate;
(vii) hazard insurance certificates and copies of the Hazard Insurance
Policy and, if applicable, flood insurance policy; and
(viii) any and all other documents, opinions and certificates executed
and/or delivered by the related Mortgagor and/or its counsel in
connection with the origination of such Mortgage Loan which may
include Truth-in-Lending Statement and other legal statements,
Appraisal and Survey.
-2-
<PAGE>
EXHIBIT A
INSTRUCTION LETTER
ABN AMRO Mortgage Corporation
181 West Madison Street, Suite 3250
Chicago, Illinois 60602
________ __, 1998
EAB Mortgage Company, Inc.
400 Oak Street
Garden City, New York 11530
Dear Ladies and Gentlemen:
Pursuant to the Mortgage Loan Purchase Agreement dated as of June __,
1998 (the "PURCHASE AGREEMENT") between you and us, we have agreed to purchase
from you certain Mortgage Loans. All capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Purchase Agreement.
In order to facilitate these transactions, and for the purpose of
convenience only, we hereby authorize and direct you to:
Action Due Date
1. Endorse mortgage notes to: one week prior to funding
"Pay to the order of
Chase Bank of Texas, National
Association
for the benefit of the
Certificateholders
of ABN AMRO Mortgage Corporation
Series 1998-2, Attn: Corporate Trust
Department, 600 Travis Street,
Houston, TX 77002,
without recourse"
2. Assign mortgages to be recorded one week prior to funding
to Chase Bank of Texas, National
Association for the benefit of the
Certificateholders of ABN AMRO Mortgage
Corporation Series 1998-2:
<PAGE>
3. Deliver to the Purchaser or its agent two business days after
all Mortgage Loan documents pertaining funding
to each loan
4. Deliver to the Purchaser's servicer all one week prior to Servicing
Mortgage Loan servicing documents transfer date
pertaining to each loan
one week prior to funding
5. Provide lost mortgage note affidavits,
certified copies of all missing
mortgages, and certified recorded copies
of missing intervening assignments
6. Mortgage Loan Schedule generated by one day prior to funding
Purchaser and agreed to by Seller
Sincerely,
ABN AMRO Mortgage Corporation
By:___________________________________
Name:_________________________________
Title:________________________________
-2-
<PAGE>
EXHIBIT B
FORM OF ASSIGNMENT
EAB Mortgage Company, Inc., ________________________ [INSERT IDENTIFYING
DESCRIPTION] (the "SELLER"), in exchange for $__________ in hand paid and other
good and valuable consideration, hereby grants, bargains, sells, assigns,
transfers, conveys, and sets over to ABN AMRO Mortgage Corporation, a Delaware
corporation (the "PURCHASER"), all of the Seller's right, title, and interest
in, to, and under the mortgage loans listed on SCHEDULE 1 attached hereto, the
mortgage notes evidencing or relating to such mortgage loans, all mortgages,
trust deeds, title insurance policies, property insurance polices, chattel
paper, loan guaranties, loan accounts, surveys, instruments, certificates, and
other documents whatsoever evidencing or relating to such mortgage notes and
mortgage loans, and all books, ledgers, books of account, records, writings,
data bases, information, and computer software (and all documentation therefor
or relating thereto, and all licenses relating to or covering such computer
software and/or documentation), and all other property, rights, title, and
interests whatsoever relating to, used, or useful in connection with, or
evidencing, embodying, incorporating, or referring to, any of the foregoing (the
"MORTGAGES"). The Seller warrants to the Purchaser that the Seller is the owner
of the Mortgages, subject to no liens, claims, or encumbrances.
<PAGE>
Dated: _____________, 1998 EAB Mortgage Company, Inc.
By:_________________________________
Name:____________________________
Title:___________________________
-2-
<PAGE>
ACKNOWLEDGED ON __________ __, 1998
ABN AMRO Mortgage Corporation
By:___________________________________
Name:______________________________
Title:_____________________________
-3-
<PAGE>
STATE OF ____________ )
)
COUNTY OF ___________ )
I, ______________, a Notary Public in and for the said County and State, do
hereby certify that ____________, personally known to me to be the same person
whose name is subscribed to the foregoing instrument as _______________ of
__________________, appeared before me this day in person and, being first
sworn, acknowledged that he signed and delivered the said instrument as his own
free and voluntary act, and as the free and voluntary act of said corporation as
the ___________ of ____________, a ____________, for the uses and purposes
therein set forth and that he was duly authorized to execute the said instrument
by the __________________ of said _________________.
Given under my hand and seal, this ____ day of ____________, 1998.
__________________________________
Notary Public
My commission expires:____________
<PAGE>
EXHIBIT C
FORM OF OFFICER'S CERTIFICATE
EAB Mortgage Company, Inc.
I, _________________, do hereby certify pursuant to SECTION 10 (a) and
(b)(iii) of the Purchase Agreement (as hereinafter defined) that I am the duly
elected Senior Vice President and Assistant Secretary of EAB Mortgage Company,
Inc. ("EAB"), a New York corporation, and further certify as follows:
1. Attached hereto as EXHIBIT "A" is a true and correct copy of the [ARTICLES
OF INCORPORATION] of EAB. There has been no amendment or other document filed
affecting the charter of EAB since __________ __, 199_, and no such amendment
has been authorized.
2. Attached hereto as EXHIBIT "B" is a true and correct copy of the
by-laws of EAB as in full force and effect since __________ __, 199_.
3. No proceedings looking toward merger, consolidation, liquidation,
or dissolution of EAB are pending or contemplated.
4. Each person who, as an officer or representative of EAB, signed
(a) the Purchase Agreement, and (b) any other document delivered pursuant
thereto or on the date hereof in connection with the Mortgage Loan Purchase
Agreement dated June __, 1998, between EAB, as seller, and ABN AMRO
Mortgage Corporation, as Purchaser (the PURCHASE AGREEMENT") was, at the
respective times of such signing and delivery, and is as of the date hereof
duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such
documents are their genuine signatures.
5. Attached hereto as EXHIBIT "C" is a true and correct copy of
resolutions adopted by the Board of Directors of EAB with respect to the
authorization of ___________ to take such actions and enter into such
agreements as are necessary to enter into the Purchase Agreement; said
resolutions have not been amended, modified, annulled or revoked and are in
full force and effect.
6. Attached hereto as EXHIBIT "D" is a Good Standing Certificate
issued by the New York Secretary of State's office as of __________ __,
199_.
<PAGE>
7. EAB has performed all obligations and satisfied all conditions on
its part to be performed or satisfied under the Purchase Agreement on or
prior to the Closing Date and all of the representations and warranties of
the Seller under the Purchase Agreement are true and correct as of the date
hereof and as of the Closing Date, and no event has occurred which, with
notice or passage of time, or both, would constitute a default under the
Purchase Agreement.
All capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Purchase Agreement.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated: ______________, 1998
EAB Mortgage Company, Inc.
By:________________________
Title:_____________________
-2-
<PAGE>
I, ___________________, Secretary of EAB Mortgage Company, Inc., a New York
corporation, hereby certify that _________________ is the duly elected,
qualified and acting Senior Vice President and Assistant Secretary of EAB
Mortgage Company, Inc. and that the signature appearing on the preceding page is
her genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated:__________ __, 1998
EAB Mortgage Company, Inc.
By:___________________________
Title: Secretary
-3-
<PAGE>
[OPINION TO BE REVISED IN ACCORDANCE WITH
GENERAL COUNSEL'S FORM OF OPINION LETTER]
EXHIBIT D
[OPINION OF SELLER'S IN-HOUSE COUNSEL
PURSUANT TO SECTION 10(b)(iv)]
__________ __, 1998
ABN AMRO Mortgage Corporation
181 West Madison Street, Suite 3250
Chicago, Illinois 60602
Re: ABN AMRO MORTGAGE CORPORATION PURCHASE OF MORTGAGE LOANS
Ladies and Gentlemen:
As General Counsel to EAB Mortgage Company, Inc., a [INSERT DESCRIPTION]
("SELLER"), I and attorneys working under my supervision have acted as counsel
to Seller in connection with the sale of Mortgage Loans by Seller to ABN AMRO
Mortgage Corporation (the "PURCHASER") pursuant to a Mortgage Loan Purchase
Agreement, dated as of June __, 1998 (the "PURCHASE AGREEMENT"), between the
Purchaser and Seller. This opinion is being delivered to the Purchaser pursuant
to SECTION 10(b)(iv) of the Purchase Agreement. All capitalized terms not
otherwise defined herein have the meanings given them in the Purchase Agreement.
In rendering the opinions set forth below, we have examined and relied upon
originals or copies, certified or otherwise identified to our satisfaction, of
the charter and by-laws of Seller, the Purchase Agreement and such corporate
records, agreements or other instruments of Seller, and such certificates,
records and other documents, agreements and instruments, including, among other
things, certain documents delivered on the Closing Date, as we have deemed
necessary and proper as the basis for our opinions. In connection with such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents, agreements and instruments submitted to us as originals, the
conformity to original documents, agreements and instruments of all documents,
agreements and instruments submitted to us as copies or specimens, the
authenticity of the originals of such documents, agreements and instruments
submitted to us as copies or specimens, the conformity to executed original
documents of all documents submitted to us in draft and the
<PAGE>
ABN AMRO Mortgage Corp.
________________ ____, 1998
Page 2
accuracy of the matters set forth in the documents we reviewed. We have also
assumed that all documents, agreements and instruments have been duly
authorized, executed and delivered by all parties thereto. As to any facts
material to such opinions that we did not independently establish or verify,
we have relied upon statements and representations of officers and other
representatives of Seller as we have deemed necessary and proper as the basis
for our opinions, including, among other things, the representations and
warranties of Seller in the Purchase Agreement.
Based upon the foregoing, I am of the opinion that:
1. Seller is a [INSERT DESCRIPTION], duly organized, validly existing and
in good standing under the laws of the State/Commonwealth of __________ and
either is not required to be qualified to do business under the laws of any
states where such qualification is necessary to transact the business
contemplated by the Purchase Agreement, or is qualified to do business under the
laws of any states where such qualification is necessary to transact the
business contemplated by the Purchase Agreement, or the State of
[_________________], and Seller is duly authorized and has full corporate power
and authority to transact the business contemplated by the Purchase Agreement.
2. The Purchase Agreement has been duly authorized, executed and
delivered by Seller and is a legal, valid and binding obligation of and is
enforceable against Seller in accordance with its terms, except that the
enforceability thereof may be subject to (A) bankruptcy, insolvency,
receivership, conservatorship, reorganization, moratorium or other laws, now or
hereafter in effect, relating to creditors' rights generally or the right of
creditors of federal savings banks, (B) general principles of equity (regardless
of whether enforcement is sought in a proceeding in equity or at law) and (C)
limitations of public policy under applicable securities laws as to rights of
indemnity and contribution under the Purchase Agreement.
3. No consent, approval, authorization or order of any court or
supervisory, regulatory, administrative or governmental agency or body is
required for the execution, delivery and performance by Seller of or compliance
by Seller with the Purchase Agreement, the sale of the Mortgage Loans or the
consummation of the transactions contemplated by the Purchase Agreement.
4. Neither the execution and delivery by Seller of the Purchase
Agreement, nor the consummation by Seller of the transactions contemplated
therein, nor the compliance by Seller with the provisions thereof, will conflict
with or result in a breach of any of the terms,
<PAGE>
ABN AMRO Mortgage Corp.
_______________ ___, 1998
Page 3
conditions or provisions of Seller's charter or by-laws or board or
shareholder's resolutions, or any agreement or instrument to which Seller 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 Seller or its
property is subject, which, in any of the above cases, would materially and
adversely affect Seller's ability to perform its obligations under the
Purchase Agreement.
5. There is not an action, suit, proceeding or investigation pending, or,
to the best of my knowledge, threatened against Seller which, either in any one
instance or in the aggregate, would draw into question the validity of the
Purchase Agreement or the Mortgage Loans or of any action taken or to be taken
in connection with the obligations of Seller contemplated therein, or which
would be likely to materially impair the ability of Seller to perform under the
terms of the Purchase Agreement.
The Opinions expressed herein are limited to matters of federal and
[_____________] law and do not purport to cover any matters as to which laws of
any other jurisdiction are applicable. Except as expressly provided herein,
this opinion is being furnished to you solely for your benefit in connection
with the purchase of the Mortgage Loans, and it is not to be used, circulated,
quoted or otherwise referred to for any purpose without my express written
consent.
Sincerely,
EAB Mortgage Company, Inc.
By: ____________________
Title: General Counsel
