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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) March 27, 1998
--------------------------
ABN AMRO Mortgage Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
333-42127 363886007
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(Commission File Number) (I.R.S. Employer Identification No.)
181 West Madison Street
Chicago, Illinois 60602
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(Address of Principal Executive Offices) (Zip Code)
248-643-2530
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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<PAGE>
Item 2. Acquisition or Disposition of Assets.
Description of the Certificates and the Mortgage Pool.
On March 30, 1998, a single series of certificates, entitled ABN AMRO
Mortgage Corporation, Mortgage Pass-Through Certificates, Series 1998-1 (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
March 1, 1998, among ABN AMRO Mortgage Corporation as depositor (the
"Depositor"), LaSalle Home Mortgage Corporation as servicer, and Chase Bank of
Texas, N.A. as trustee. The Certificates consist of seventeen 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-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 March 1, 1998 (the "Cut-off Date"), an aggregate
principal balance of $285,096,944 (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 "Mortgage Loan Purchase Agreement") dated
March 30, 1998, attached hereto as Exhibit 4.2, between Standard Federal 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-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 March 27, 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 March 27, 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 March 30, 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 $78,344,523. The Class IA-2 Certificates have an initial Certificate
Principal Balance of $23,789,603. The Class IA-3 Certificates have an initial
Certificate Principal Balance of $63,730,000. The Class IA-4 Certificates have
an initial Certificate Principal Balance of $10,043,000. The Class IA-5
Certificates have an initial Certificate Principal Balance of $37,632,681. The
Class IA-6 Certificates have an initial Certificate Principal Balance of
$14,254,582. The Class IA-X Certificates have an initial Notional Principal
Balance of $7,010,057. The Class IIA-1 Certificates will have an initial
Certificate Principal Balance of $45,850,628. The Class IIA-X Certificates will
have an initial Notional Principal Balance of $1,828,335. The Class IIA-P
Certificates will have an initial Certificate Principal Balance of $333,045.
The Class M Certificates will have an initial Certificate Principal Balance of
$5,416,841. The Class B-1 Certificates will have an initial Certificate
Principal Balance of $2,280,777. The Class B-2 Certificates will have an
initial Certificate Principal Balance of $1,140,388. The Class B-3 Certificates
will have an initial Certificate Principal Balance of $1,140,387. The Class B-4
Certificates will have an initial Certificate Principal Balance of $570,194.
The Class B-5 Certificates will have an initial Certificate Principal Balance of
$570,194. The Class R Certificate will have an initial Certificate Principal
Balance of $100.
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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
<TABLE>
<CAPTION>
Exhibit
No. Document Description
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<S> <C>
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 March 27, 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 March 1, 1998, among ABN
AMRO Mortgage Corporation as depositor, LaSalle Home Mortgage
Corporation as servicer, and Chase Bank of Texas, N.A. as trustee.
4.2 Mortgage Loan Purchase Agreement, dated as of March 30, 1998, between
Standard Federal Bank as seller and ABN AMRO Mortgage Corporation as
purchaser.
5.1 Opinion of Mayer, Brown & Platt re legality.
8.1 Opinion of Mayer, Brown & Platt as to tax matters (included as part of
Exhibit 5.1).
</TABLE>
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<PAGE>
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: April 13, 1998 By: /s/
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Name:
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Title:
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Document Description
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<S> <C>
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 March 27, 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 March 1, 1998, among
ABN AMRO Mortgage Corporation as depositor, LaSalle Home Mortgage
Corporation as servicer, and Chase Bank of Texas, N.A. as trustee.
4.2 Mortgage Loan Purchase Agreement, dated as of March 30, 1998,
between Standard Federal Bank as seller and ABN AMRO Mortgage
Corporation as purchaser.
5.1 Opinion of Mayer, Brown & Platt re legality.
8.1 Opinion of Mayer, Brown & Platt as to tax matters (included as part
of Exhibit 5.1).
</TABLE>
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EXHIBIT 1.1
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AMAC, SERIES 1998-1
Mortgage Pass-Through Certificates
UNDERWRITING AGREEMENT
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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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<PAGE>
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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<PAGE>
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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<PAGE>
(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
(S)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
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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
-25-
<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:
<PAGE>
Exhibit I
---------
Original
Principal
Amount of
Name Certificates
- ---- ------------
Total =============
-5-
<PAGE>
EXHIBIT 1.2
<PAGE>
PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
---------------
Dated: March 27, 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 $204,471,645 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 March 1, 1998 among
the Company, as depositor, LaSalle Home Mortgage Corporation, as servicer and
Chase Bank of Texas, N.A. 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 March 30, 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: 1998-1
- ------------------
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 $23,789,603 6.500% **
Class IA-3 $63,730,000 7.000%
Class IA-4 $10,043,000 7.000%
Class IA-5 $37,632,681 6.500%
Class IA-6 $14,254,582 6.500%
Class IA-X *** 6.575%
Class IIA-1 $45,850,628 6.500%
Class IIA-X *** 6.500%
Class IIA-P $ 333,045 N/A
Class M $ 5,416,841 Variable
Class B-1 $ 2,280,777 Variable
Class B-2 $ 1,140,388 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.
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
II A-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.
-2-
<PAGE>
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 March 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 April, 1998.
Purchase Price:
- --------------
The purchase price payable by the Underwriters for the Certificates is
100.706332% of the aggregate principal balance of the Certificates as of the
Closing Time plus accrued interest from March 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:
- -------------------------
March 30, 1998 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: /s/
-----------------------------
Name:
Title:
ABN AMRO INCORPORATED
By: /s/
-----------------------------
Name:
Title:
ACCEPTED:
ABN AMRO MORTGAGE CORPORATION
By: /s/
-----------------------------
Name:
Title:
STANDARD FEDERAL BANCORPORATION, INC.
By: /s/
-----------------------------
Name:
Title:
<PAGE>
Exhibit I
---------
Original
Principal
Amount of
Name Certificates
- ---- ------------
DONALDSON, LUFKIN & JENRETTE 100% of the Certificates
SECURITIES CORPORATION
Total $204,471,645
============
-5-
<PAGE>
EXHIBIT 4.1
<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 March 1, 1998
________________
$285,096,944
Mortgage Pass-Through Certificates
SERIES 1998-1
===============================================================================
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PRELIMINARY STATEMENT............................................. 1
ARTICLE
DEFINITIONS
Advance........................................................... 4
Affiliate......................................................... 4
Aggregate Certificate Principal Balance........................... 4
Aggregate Subordinate Percentage.................................. 4
Aggregate Subordinate Principal Distribution Amount............... 4
Agreement......................................................... 4
ALTA.............................................................. 4
Anniversary....................................................... 4
Appraised Value................................................... 5
Authenticating Agent.............................................. 5
Authorized Denomination........................................... 5
Available Distribution Amount..................................... 5
Bankruptcy Coverage............................................... 6
Bankruptcy Coverage Initial Amount................................ 6
Bankruptcy Loss................................................... 6
Beneficial Holder................................................. 6
Book-Entry Certificates........................................... 7
Business Day...................................................... 7
Certificate....................................................... 7
Certificate Account............................................... 7
Certificate Account Statement..................................... 7
Certificate Administrator......................................... 7
Certificate Administrator and Trustee Fee......................... 7
Certificate Distribution Amount................................... 7
Certificate Group.................................................15
Certificate Principal Balance.....................................15
Certificate Register and Certificate Registrar....................15
Certificateholder or Holder.......................................15
Class.............................................................16
Class A Certificates..............................................16
Class B-1 Certificates............................................16
Class B-2 Certificates............................................16
Class B-3 Certificates............................................16
Class B-4 Certificates............................................16
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Class B-5 Certificates............................................16
Class IA Certificates.............................................16
Class IA-1 Certificates...........................................16
Class IA-2 Certificates...........................................16
Class IA-3 Certificates...........................................17
Class IA-4 Accretion Termination Date.............................17
Class IA-4 Accrual Amount.........................................17
Class IA-4 Certificates...........................................17
Class IA-5 Certificates...........................................17
Class IA-6 Certificates...........................................17
Class IA-X Certificates...........................................17
Class IA-X Notional Amount........................................17
Class IIA Certificates............................................17
Class IIA-1 Certificates..........................................17
Class IIA-X Certificates..........................................17
Class IIA-X Notional Amount.......................................17
Class IIA-P Certificates..........................................18
Class IIA-P Fraction..............................................18
Class IIA-P Principal Distribution Amount.........................18
Class IIA-P Principal Shortfall...................................18
Class M Certificates..............................................18
Class Notional Amount.............................................18
Class Principal Balance...........................................18
Class R Certificate...............................................19
Class R Certificateholder.........................................19
Closing Date......................................................19
Code..............................................................19
Compensating Interest.............................................19
Component.........................................................19
Component IA-1-1..................................................19
Component IA-1-2..................................................19
Component IA-1-2 Notional Amount..................................20
Component IA-1-3..................................................20
Component IA-1-3 Accretion Termination Date.......................20
Component IA-1-3 Accrual Amount...................................20
Component IA-1-4..................................................20
Component IA-1-4 Fraction.........................................20
Component IA-1-4 Principal Distribution Amount....................20
Component IA-1-4 Principal Shortfall..............................20
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Component IA-1-5..................................................20
Component IA-1-6..................................................21
Component IA-1-6 Notional Amount..................................21
Component Principal Balance.......................................21
Corporate Trust Office............................................21
Credit Support Depletion Date.....................................21
Curtailment.......................................................21
Curtailment Shortfall.............................................21
Custodial Account for P&I.........................................22
Custodial Agreement...............................................22
Custodian.........................................................22
Cut-Off Date......................................................22
Data..............................................................22
DCR...............................................................22
Defaulted Mortgage Loan...........................................22
Definitive Certificates...........................................22
Denomination......................................................22
Depositary Agreement..............................................22
Depositor.........................................................22
Destroyed Mortgage Note...........................................22
Determination Date................................................23
Disqualified Organization.........................................23
Distribution Date.................................................23
DTC...............................................................23
DTC Participant...................................................23
Due Date..........................................................23
Eligible Account..................................................23
Eligible Institution..............................................23
Eligible Investments..............................................23
ERISA.............................................................25
Event of Default..................................................25
Excess Liquidation Proceeds.......................................25
FDIC..............................................................25
FHA...............................................................25
FHLMC.............................................................25
FNMA..............................................................25
Fraud Coverage....................................................25
Fraud Coverage Initial Amount.....................................25
Fraud Loss........................................................26
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Group I Discount Mortgage Loan.................................. 26
Group I Loan.................................................... 26
Group I Notional Amount......................................... 26
Group I Premium Rate Mortgage Loans............................. 26
Group I Senior Liquidation Amount............................... 26
Group I Senior Percentage....................................... 26
Group I Senior Prepayment Percentage............................ 26
Group I Senior Principal Distribution Amount.................... 27
Group I Subordinate Amount...................................... 28
Group I Subordinate Liquidation Amount.......................... 28
Group I Subordinate Percentage.................................. 28
Group I Subordinate Prepayment Percentage....................... 28
Group I Subordinate Principal Distribution Amount............... 28
Group I Subordinate Principal Prepayments Distribution Amount... 28
Group II Discount Mortgage Loan................................. 29
Group II Loan................................................... 29
Group II Premium Rate Mortgage Loans............................ 29
Group II Senior Liquidation Amount.............................. 29
Group II Senior Percentage...................................... 29
Group II Senior Prepayment Percentage........................... 29
Group II Senior Principal Distribution Amount................... 30
Group II Subordinate Amount..................................... 30
Group II Subordinate Liquidation Amount......................... 31
Group II Subordinate Percentage................................. 31
Group II Subordinate Prepayment Percentage...................... 31
Group II Subordinate Principal Distribution Amount.............. 31
Group II Subordinate Principal Prepayments Distribution Amount.. 31
Independent..................................................... 32
Indirect DTC Participants....................................... 32
Installment Due Date............................................ 32
Insurance Proceeds.............................................. 32
Interest Distribution Amount.................................... 32
Interested Person............................................... 32
Junior Subordinate Certificates................................. 32
Liquidated Mortgage Loan........................................ 33
Liquidation Expenses............................................ 33
Liquidation Principal........................................... 33
Liquidation Proceeds............................................ 33
Loan Group...................................................... 33
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Loan Group I.................................................... 33
Loan Group II................................................... 33
Loan-to-Value Ratio............................................. 33
Lockout Liquidation Amount...................................... 33
Lockout Percentage.............................................. 33
Lockout Prepayment Percentage................................... 34
Lockout Principal Distribution Amount........................... 34
Monthly Payment................................................. 34
Mortgage........................................................ 34
Mortgage File................................................... 34
Mortgage Interest Rate.......................................... 35
Mortgage Loan Schedule.......................................... 35
Mortgage Loans.................................................. 36
Mortgage Note................................................... 36
Mortgage Pool................................................... 36
Mortgaged Property.............................................. 36
Mortgagor....................................................... 36
Nonrecoverable Advance.......................................... 36
Non-U.S. Person................................................. 36
Officer's Certificate........................................... 37
Opinion of Counsel.............................................. 37
Original Value.................................................. 37
OTS............................................................. 37
Ownership Interest.............................................. 37
Pass-Through Entity............................................. 37
Pass-Through Rate............................................... 37
Paying Agent.................................................... 37
Payoff.......................................................... 37
Payoff Earnings................................................. 37
Payoff Interest................................................. 38
Payoff Period................................................... 38
Percentage Interest............................................. 38
Permitted Transferee............................................ 39
Person.......................................................... 39
Planned Principal Balance....................................... 39
Prepaid Monthly Payment......................................... 39
Prepayment Period............................................... 39
Prime Rate...................................................... 39
Principal Balance............................................... 39
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Principal Payment.............................................................40
Principal Payment Amount......................................................40
Principal Prepayment..........................................................40
Principal Prepayment Amount...................................................40
Prior Period..................................................................40
Pro Rata Allocation...........................................................40
Purchase Obligation...........................................................41
Purchase Price................................................................41
Rating Agency.................................................................41
Ratings.......................................................................41
Realized Loss.................................................................41
Record Date...................................................................41
Regular Interest Certificates.................................................41
REMIC.........................................................................42
REMIC I.......................................................................42
REMIC I Regular Interests.....................................................42
REMIC II......................................................................42
REMIC Provisions..............................................................42
Remittance Rate...............................................................42
REO Property..................................................................42
Residual Certificate..........................................................42
Residual Distribution Amount..................................................42
Responsible Officer...........................................................42
S&P...........................................................................43
Scheduled Principal Balance...................................................43
Securities Act................................................................43
Seller........................................................................43
Senior Certificates...........................................................43
Servicer......................................................................43
Servicer's Section 3.10 Report................................................43
Servicing Fee.................................................................43
Servicing Officer.............................................................43
Special Hazard Coverage.......................................................44
Special Hazard Coverage Initial Amount........................................44
Special Hazard Loss...........................................................44
Step Down Percentage..........................................................44
Stripped Interest Rate........................................................45
Subordinate Certificates......................................................45
Subordination Level...........................................................45
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Substitute Mortgage Loan...........................................................................45
Targeted Principal Balance.........................................................................45
Tax Matters Person.................................................................................45
Transfer...........................................................................................45
Transferee.........................................................................................45
Transferee Affidavit and Agreement.................................................................45
Trust Fund.........................................................................................46
Trustee............................................................................................46
Uncollected Interest...............................................................................46
Uncompensated Interest Shortfall...................................................................46
Underwriters.......................................................................................46
U.S. Person........................................................................................46
VA.................................................................................................46
Withdrawal Date....................................................................................46
ARTICLE II
CONVEYANCE OF TRUST FUND; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.1. Conveyance of Trust Fund...........................................................47
Section 2.2. Acceptance by Trustee..............................................................50
Section 2.3. Representations and Warranties of the Depositor....................................52
Section 2.4. Authentication and Delivery of Certificates; Designation of Certificates
as REMIC Regular and Residual Interests......................................55
Section 2.5. Designation of Startup Day.........................................................56
Section 2.6. No Contributions...................................................................56
Section 2.7. Representations and Warranties of the Servicer.....................................57
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.1. Servicer to Act as Servicer; Administration of the Mortgage Loans..................58
Section 3.2. Collection of Certain Mortgage Loan Payments; Certificate Account..................61
Section 3.3. Permitted Withdrawals from the Custodial Account for P&I...........................63
Section 3.4. Taxes, Assessments and Similar Items...............................................64
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Section 3.5. Maintenance of Insurance...................................................................65
Section 3.6. Enforcement of Due-on-Sale Clauses; Assumption and
Substitution Agreements................................................................66
Section 3.7. Realization upon Defaulted Mortgage Loans..................................................67
Section 3.8. Trustee to Cooperate; Release of Mortgage Files............................................69
Section 3.9. Servicing Compensation.....................................................................69
Section 3.10. Reports to the Trustee; Custodial Account for P&I Statements...............................70
Section 3.11. Annual Statement as to Compliance..........................................................70
Section 3.12. Annual Independent Public Accountants' Servicing Report....................................71
Section 3.13. Access to Certain Documentation and Information Regarding
the Mortgage Loans.....................................................................71
Section 3.14. [Reserved].................................................................................71
Section 3.15. Sale of Defaulted Mortgage Loans and REO Properties........................................71
Section 3.16. Delegation of Duties.......................................................................73
Section 3.17. [Reserved].................................................................................73
Section 3.18. [Reserved].................................................................................73
Section 3.19. Appointment of a Special Servicer..........................................................73
Section 3.20. Allocation of Realized Losses..............................................................73
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS; ADVANCES;
STATEMENTS AND REPORTS
Section 4.1. Distributions to Certificateholders........................................................75
Section 4.2. Statements to Certificateholders...........................................................76
Section 4.3. Advances by the Servicer; Distribution Reports to the Trustee..............................77
Section 4.4. Nonrecoverable Advances....................................................................78
Section 4.5. Foreclosure Reports........................................................................79
Section 4.6. Adjustment of Servicing Fees with Respect to Payoffs.......................................79
Section 4.7. Prohibited Transactions Taxes and Other Taxes..............................................79
Section 4.8. Tax Administration.........................................................................80
Section 4.9. Equal Status of Servicing Fee..............................................................80
Section 4.10. Appointment of Paying Agent and Certificate Administrator..................................80
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ARTICLE V
THE CERTIFICATES
Section 5.1. The Certificates..................................................................81
Section 5.2. Certificates Issuable in Classes; Distributions of Principal and
Interest; Authorized Denominations............................................87
Section 5.3. Registration of Transfer and Exchange of Certificates.............................87
Section 5.4. Mutilated, Destroyed, Lost or Stolen Certificates.................................88
Section 5.5. Persons Deemed Owners.............................................................88
Section 5.6. Temporary Certificates............................................................88
Section 5.7. Book-Entry for Book-Entry Certificates............................................89
Section 5.8. Notices to Clearing Agency........................................................90
Section 5.9. Definitive Certificates...........................................................90
Section 5.10. Office for Transfer of Certificates...............................................90
ARTICLE VI
THE DEPOSITOR AND THE SERVICER
Section 6.1. Liability of the Depositor and the Servicer........................................91
Section 6.2. Merger or Consolidation of the Depositor or the Servicer...........................91
Section 6.3. Limitation on Liability of the Servicer and Others.................................91
Section 6.4. Servicer Not to Resign.............................................................92
ARTICLE VII
DEFAULT
Section 7.1. Events of Default..................................................................92
Section 7.2. Other Remedies of Trustee..........................................................94
Section 7.3. Directions by Certificateholders and Duties of Trustee During
Event of Default..............................................................94
Section 7.4. Action upon Certain Failures of Servicer and upon Event of Default.................94
Section 7.5. Appointment of Successor Servicer..................................................95
Section 7.6. Notification to Certificateholders.................................................96
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ARTICLE VIII
CONCERNING THE TRUSTEE
<S> <C> <C>
Section 8.1. Duties of Trustee............................................. 96
Section 8.2. Certain Matters Affecting Trustee............................. 98
Section 8.3. Trustee Not Required to Make Investigation.................... 99
Section 8.4. Trustee Not Liable for Certificates or Mortgage Loans......... 99
Section 8.5. Trustee May Own Certificates..................................100
Section 8.6. Servicer to Pay Trustee's Fees and Expenses...................100
Section 8.7. Eligibility Requirements for Trustee..........................101
Section 8.8. Resignation and Removal of Trustee............................101
Section 8.9. Successor Trustee.............................................101
Section 8.10. Merger or Consolidation of Trustee............................102
Section 8.11. Appointment of Co-Trustee or Separate Trustee.................102
Section 8.12. Appointment of Custodians.....................................103
Section 8.13. Authenticating Agent..........................................103
Section 8.14. Bloomberg.....................................................104
ARTICLE IX
TERMINATION
Section 9.1. Termination upon Purchase by the Depositor or Liquidation of
All Mortgage Loans............................................104
Section 9.2. Trusts Irrevocable............................................106
Section 9.3. Additional Termination Requirements...........................106
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.1. Amendment.....................................................107
Section 10.2. Recordation of Agreement......................................108
Section 10.3. Limitation on Rights of Certificateholders....................108
Section 10.4. Governing Law; Jurisdiction...................................109
Section 10.5. Notices.......................................................109
Section 10.6. Severability of Provisions....................................109
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EXHIBITS
<S> <C>
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
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<PAGE>
This Pooling and Servicing Agreement, dated and effective as of March 1,
1998 (this "Agreement"), is executed by and among ABN AMRO Mortgage Corporation
(the "Depositor"), as 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 March 27,
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 March 30, 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
II". 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 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
<PAGE>
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)/ $78,344,523 April 25, 2028
Class IA-2 6.50% $23,789,603 April 25, 2028
Class IA-3 7.00% $63,730,000 April 25, 2028
Class IA-4 7.00% $10,043,000/(3)/ April 25, 2028
Class IA-5 6.50% $37,632,681 April 25, 2028
Class IA-6 6.50% $14,254,582 April 25, 2028
Class IA-X 6.75% $ /(4)/ April 25, 2028
Class IIA-1 6.50% $45,850,628 April 25, 2013
Class IIA-X 6.50% $ /(5)/ April 25, 2013
Class IIA-P 0.00% $ 333,045/(6)/ April 25, 2013
Class M Variable $ 5,416,841/(7)/ April 25, 2028
Class B-1 Variable $ 2,280,777/(7)/ April 25, 2028
Class B-2 Variable $ 1,140,388/(7)/ April 25, 2028
Class B-3 Variable $ 1,140,387/(7)/ April 25, 2028
Class B-4 Variable $ 570,194/(7)/ April 25, 2028
Class B-5 Variable $ 570,194/(7)/ April 25, 2028
Class R/+/ 6.75% $ 100/(8)/ April 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 Offered Certificates (other than the Class IIA-
P 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
<PAGE>
(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 $ 7,308,366 /(A)/
Component IA-1-2 $ 0 7.000%/(B)/
Component IA-1-3 $ 47,875,996 7.000%/(C)/
Component IA-1-4 $ 423,013 /(D)/
Component IA-1-5 $ 22,737,148/(E)/ 6.750%
Component IA-1-6 $ 0 6.750%/(F)/
</TABLE>
(A) Component IA-1-1 will not be entitled to distributions of interest and
will receive principal only in respect of the Group I Mortgage Loans.
(B) Component IA-1-2 will accrue interest on the Component IA-1-2 Notional
Amount (as defined herein). The Component IA-1-2 Notional Amount as of
the Closing Date will be approximately $5,405,490. Component IA-1-2
will not be entitled to receive distributions of principal.
(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 only receive principal in respect of those Group I Mortgage Loans
with Pass-Through Rates that are less than 6.750% per annum.
(E) Component IA-1-5 will generally not be entitled to receive any
distributions of Group I Principal Prepayments (as defined herein)
until the Distribution Date in April 2003.
(F) Component IA-1-6 will accrue interest on the Component IA-1-6 Notional
Amount (as defined herein). The Component IA-1-6 Notional Amount as of
the Closing Date will be approximately $9,891,000. Component IA-1-6
will not be entitled to receive distributions of principal.
(3) On each Distribution Date on or before the Class IA-4 Accretion Termination
Date (as defined herein), an amount equal to the Class IA-4 Accrual Amount
(as defined herein) will be added to the Class IA-4 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-4 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 $7,010,057. 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 $1,828,335 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 6.708% per annum.
3
<PAGE>
(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:
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, "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.
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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-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-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:
(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 Prior 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 Prior 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 Prior Period);
(d) Insurance Proceeds and Liquidation Proceeds on such Mortgage
Loans received after the Prior 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;
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(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-1-4) 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-1-4) 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-1-4 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-1-4 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: Approximately $100,000 as of the Cut-
Off Date.
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.
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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 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: Chase Bank of Texas, National Association, a
national banking association, its successor-in-interest or any successor thereto
appointed as provided pursuant to Section 4.10.
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
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Distribution Amount for Loan Group I remaining following prior
distributions, if any, on such Distribution Date:
(i) First, to Component IA-1-4 of the Class IA-1 Certificates,
the sum of the product of the Component IA-1-4 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 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;
(ii) Second, to the Class IA and Class R Certificate,
concurrently, the sum of the Interest Distribution Amounts for such
Classes of Certificates (and 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-4 Accretion Termination Date, the amount that
would otherwise be payable to the Class IA-4 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 and (ii) 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)(c) of this definition of Certificate Distribution
Amount;
(iii) Third, (a) to the Class IA, Class IA-X 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-4 Accretion Termination Date,
the Class IA-4 Accrual Amount, as principal, as follows:
(1) first, to the Class IA-3 Certificates, to the extent
necessary to reduce the Class IA-3 Principal Balance to
its Targeted Principal Balance for such Distribution
Date;
(2) second, to Component IA-1-3 of the Class IA
Certificates, to the extent necessary to reduce the
Component IA-1-3 Principal Balance to its Targeted
Principal Balance for such Distribution Date; and
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(3) third, to the Class IA-4 Certificates;
(c) 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-3 Certificates, to the extent
necessary to reduce the Class IA-3 Principal Balance to
its Targeted Principal Balance for such Distribution
Date; and
(2) second, concurrently, until the Principal Balance of
the Class IA-3 Certificates has been reduced to zero,
90% to the Class IA-3 Certificates without regard to
its Targeted Principal Balance, and 10% to Component
IA-1-3 of the Class IA-1 Certificates; and
(3) third, to Component IA-1-3 of the Class IA-1
Certificates;
(iv) Fourth, to the Class IA and Class R Certificates, the Group
I Senior Principal Distribution Amount as follows:
(a) first, to Component IA-1-5, an amount, up to the amount
of the Lockout Principal Distribution Amount for such
Distribution Date, until the Principal Balance of Component IA-1-
5 of the Class IA Certificates have been reduced to zero;
(b) second, to the Class R Certificate, the portion of the
Group I Senior Principal Distribution Amount remaining after the
distributions in paragraph (I)(a)(iv)(a) above, until the Class R
Principal Balance has been reduced to zero;
(c) third, the portion of the Group I Senior Principal
Distribution Amount remaining after the distributions in
paragraph (I)(a)(iv)(A) and (B) above, concurrently, as follows,
until the Class Principal Balances thereof have been reduced to
zero:
(1) 3.5714289% to Component IA-1-1 of the Class IA-1
Certificates, until the Component IA-1-1 Principal
Balance has been reduced to zero; and
(2) 96.4285711% 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 Planned
Principal Balance for such Distribution Date;
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(B) second, to the Class IA-6 Certificates, to the
extent necessary to reduce the Class IA-6
Certificate Principal Balance to its Planned
Principal Balance for such Distribution Date;
(C) third, 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;
(D) fourth, to the Class IA-3 Certificates, to the
extent necessary to reduce the Class IA-3
Certificate Principal Balance to its Targeted
Principal Balance for such Distribution Date;
(E) fifth, to Component IA-1-3 of the Class IA-1
Certificates, to the extent necessary to reduce
the Component IA-1-3 Certificate Principal Balance
to its Targeted Principal Balance for such
Distribution Date;
(F) sixth, to the Class IA-4 Certificates until the
Class IA-4 Certificate Principal Balance has been
reduced to zero;
(G) seventh, concurrently, until the Class IA-3
Certificate Principal Balance has been reduced to
zero, 90% to the Class IA-3 Certificates (without
regard to its Targeted Principal Balance) and 10%
to Component IA-1-3 of the Class IA-1
Certificates;
(H) eighth, to Component IA-1-3 of the Class IA-1
Certificates until the Component IA-1-3 Principal
Balance has been reduced to zero;
(I) ninth, to the Class IA-5 Certificates until the
Class IA-5 Certificate Principal Balance has been
reduced to zero;
(J) tenth, to the Class IA-6 Certificates until the
Class IA-6 Certificate Principal Balance has been
reduced to zero; and
(K) eleventh, to the Class IA-2 Certificates until the
Class IA-2 Certificate Principal Balance has been
reduced to zero; and
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<PAGE>
(d) fourth, the portion of the Group I Senior Principal
Distribution Amount remaining after the distributions described
above, to Component IA-1-5 of the Class IA-1 Certificates, until
the Component IA-1-5 Principal Balance has been reduced to zero.
(v) Fifth, to Component IA-1-4 of the Class IA-1 Certificates,
the Component IA-1-4 Principal Shortfall amount payable to Component
IA-1-4 of the Class IA 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-1-4 of the Class IA-1 Certificates,
the Component IA-1-4 Principal Shortfall, provided that any amounts
distributed in respect of the Component IA-1-4 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 in Component IA-1-4 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 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 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 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;
(ii) Second, to the Class IIA 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 Group IIA and Class IIA-X Certificates,
concurrently, the sum of the Interest Distribution Amounts for such
Classes of Certificates for the
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<PAGE>
current Distribution Date, pro rata according to their respective
Interest Distribution Amounts;
(iv) Fourth, to the Class IIA-1 Certificates, the Group I
Senior Principal Distribution Amount;
(v) Fifth, to the Class IIA-P Certificates, the Class IIA-P
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
Principal Shortfall, provided that any amounts distributed in respect
of Class IIA-P 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-1-2 and IA-1-6 of the Class IA-1 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
Amount" herein, until the Class M Principal Balance has been reduced
to zero;
(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
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<PAGE>
allocable to such Class of Certificates pursuant to the definitions of
"Group I Subordinate Principal Distribution Amount" and "Group II
Subordinate Principal 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
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
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 allocable to such Class of
Certificates pursuant to the definitions of "Group I Subordinate
Principal Distribution Amount" and "Group II Subordinate Principal
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;
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(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
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-1-4, 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;
(iii) Third, to the Class IA Certificates and the Class R
Certificate (other than Components IA-1-1 and IA-1-4 of the Class
I-A-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
Components IA-1-2 and IA-1-6 of the Class IA-1 Certificates, the
Group I Senior Principal Distribution Amount in the order set
forth in clause I(a)(iv) of this definition of "Certificate
Distribution Amount" until the Class IA Certificate and Component
Principal Balances have been reduced to zero; and
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<PAGE>
(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, 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.
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed, respectively, pursuant to Section 5.3.
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 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.
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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-12. 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-13. 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-14. 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-15. 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.
Class B-5 Certificates: The Certificates designated as "Class B-5" on the
face thereof in substantially the form attached hereto as Exhibit A-16. 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 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.
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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 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-4 Accrual Amount: For any Distribution Date, an amount equal to
the accrued interest that would otherwise be distributable in respect of the
Class IA-4 Certificates on such Distribution Date and which will be added to the
Class IA-4 Principal Balance.
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 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-X Certificates: The Certificates designated as "Class IA-X" on the
face thereof in substantially the form attached hereto as Exhibit A-7. 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
41.47703549% 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-8. 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-9. The
Class IIA-X Certificates are related to the Mortgage Loans in Loan Group II.
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
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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-10. The
Class IIA-P Certificates are related to the Group II Discount Mortgage Loans.
Class IIA-P 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 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 IIA-P 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 M Certificates: The Certificates designated as "Class M" on the face
thereof in substantially the form attached hereto as Exhibit A-11. 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-1-2 Notional
Amount, the Component IA-1-2 Notional Amount and with respect to the Component
IA-1-6 Notional Amount, the Component IA-1-6 Notional Amount, as applicable.
Class Principal Balance: For any Class of Certificates, other than the
Class IA-1 and Class IA-4 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 to the Class IA-4 Certificates, the portions
of the Class IA-4 Accrual Amount and Component IA-1-3 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
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Distribution Date on or before the Class IA-4 Accretion Termination Date, the
Class IA-4 Principal Balance will be increased by the Class IA-4 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-1-4 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-1-1, IA-1-3, IA-1-4 and
IA-1-5. The Class Principal Balances of the Class IA-X and Class IIA-X
Certificates and the Principal Balances of Components IA-1-2 and IA-1-6 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 single 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: March 30, 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) the sum of (A) the
aggregate Servicing Fee payable to the Servicer on such Distribution Date over
(B) the aggregate Certificate Administrator and Trustee Fee, (b) the aggregate
Payoff Earnings and (c) the aggregate Payoff Interest and (ii) the aggregate
Uncollected Interest.
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 principal as described in the
Preliminary Statement hereto in the remainder of this Agreement.
Component IA-1-2: 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.
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Component IA-1-2 Notional Amount: With respect to any Distribution Date, an
amount equal to the product of (x) the aggregate Class Principal Balances of the
Class IA-5, Class IA-6 and Class IA-2 Certificates as of any date of
determination and (y) a fraction, the numerator of which is the difference
between the Remittance Rate for Component IA-1-2 of the Class IA-1 Certificates
and the Remittances Rates for the Class IA-5, IA-6 and Class IA-2 Certificates
as of such date of determination and the denominator of which is the Remittance
Rate for Component IA-1-2 of the Class IA-1 Certificates.
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-3 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.
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-1-4 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%
Component IA-1-4 Principal Distribution Amount: On each Distribution Date,
Component IA-1-4 of the Class IA-1 Certificates will receive a portion of the
Group I Available Distribution Amount attributable to principal received on or
in respect of any Group I Discount Mortgage Loan equal to the amount of such
principal so attributable to such Group I Discount Mortgage Loan multiplied by
the Component IA-1-4 Fraction plus such other amounts as are distributable as
principal in accordance with clauses (I)(a)(v) and (I)(a)(vi).
Component IA-1-4 Principal Shortfall: For any Distribution Date, an amount
equal to the Component IA-1-4 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.
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.
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Component IA-1-6: 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-1-6 Notional Amount: For any Distribution Date, an amount
equal to 59.52296451% of the Group I Notional Amount.
Component Principal Balance: For Components IA-1-1, IA-1-3, IA-1-4 and
IA-1-5 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-1-3 Accrual
Amount distributed to such Component) 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, 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-1-1 shall be referred to as the "Component IA-1-1 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-1-5 shall be
referred to as the "Component IA-1-5 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: Bill Marshall.
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.
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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: March 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 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 March 20, 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.
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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 April 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.
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.
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
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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;
(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;
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(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 Prior Period over the
amount that would have been received if a Payoff had been made on the last day
of such Prior Period with respect to each Mortgage Loan which became a
Liquidated Mortgage Loan during such Prior Period.
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: Approximately $5,701,938.88 as of the Cut-
Off Date.
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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 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 Prior Period, of the lesser
of: (i) the Group I Senior Percentage of the Principal Balance of such Mortgage
Loan (exclusive of the Component IA-1-4 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 Component IA-1-4 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 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, and
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(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,
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 the Component IA-1-4 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-1-4 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, the Component IA-1-4 of the Class IA-1 Certificates will
receive the Component IA-1-4 Fraction of all principal payments, including,
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 the Component IA-1-4 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 the Component IA-1-4 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.
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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 Prior 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-1-4 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 the Component
IA-1-4 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 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
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Group I (exclusive of the portion thereof attributable to principal
distributions to the Component IA-1-4 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 Prior 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 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 of all Group II Loans (reduced by the
Class IIA-P 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, and
(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
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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,
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.
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 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.
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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 Prior 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 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").
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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.
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-1-1 and IA-1-4 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 Prior Period, before
giving effect to allocations of Realized Losses for the Prior 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-4 Certificates, such amount shall be reduced by the Class
IA-4 Accrual Amount and (b) in the case of Components 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-1-1 and IA-1-4 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.
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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 the Component IA-1-4 of the Class IA-1 Certificates or the
Class IIA-P Certificates pursuant to the definition of "Certificate Distribution
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
Prior 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 Prior Period, of the lesser of (i)
the Lockout Percentage of the Principal Balance of such Mortgage Loan (exclusive
of Component IA-1-4 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
Component IA-1-5 Principal Balance divided by the aggregate Scheduled Principal
Balances of all Group I Loans (reduced by the Component IA-1-4 Principal
Balance), immediately prior to such Distribution Date.
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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 Lockout Percentage of the Principal Payment
Amount for Loan Group I (exclusive of the portion thereof attributable to
principal distributions to the Component IA-1-4 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-1-4 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.
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 1998-1 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;
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(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
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;
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(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 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.
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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
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.
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 Payoff Period,
the aggregate of the interest earned
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by Servicer from investment of each such Payoff from the date of receipt of such
Payoff until the Business Day immediately preceding the related Distribution
Date (net of investment losses).
Payoff Interest: For any Distribution Date with respect to a Mortgage Loan
for which a Payoff was received on or after the first calendar day of the month
of such Distribution Date and before the 15th calendar day of such month, an
amount of interest thereon at the applicable Pass-Through Rate from the first
day of the month of distribution through the day of 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.
Payoff Period: With respect to the first Distribution Date, the period
from the Cut-Off Date through April 14, 1998, inclusive; and with respect to any
Distribution Date thereafter, the period from the 15th day of the Prior Period
through the 14th day of the month of such Distribution Date, inclusive.
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) 96.1% 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
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(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 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-5 and IA-6 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 preceding the month in which the
related Distribution Date occurs.
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
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<PAGE>
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
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 Prior Period, and (iii)
any other unscheduled payments of principal which were received with respect to
any Mortgage Loan during the Prior 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 Prior Period from such Mortgage Loans and (ii)
Payoffs received during the applicable Prepayment Period from the Mortgage
Loans.
Prior Period: The calendar month immediately preceding any Distribution
Date.
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 1-4 of the Class IA-1
Certificates and the Class IA-X and the Class IIA-X 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 Component IA-1-4 Fraction of such loss will
first be allocated to Component IA-1-4 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 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-1-4 of the Class
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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 (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 Prior 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.
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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.
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 the 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
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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 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.
Seller: Standard Federal Bank, F.S.B.
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: Approximately $3,974.271.95 as of
the Cut-Off Date.
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.
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>
April 1998 through March 2003 0%
April 2003 through March 2004 30%
April 2004 through March 2005 40%
April 2005 through March 2006 60%
April 2006 through March 2007 80%
April 2007 and thereafter 100%
</TABLE>
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-3 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).
Transferee: As defined in Section 5.1(b).
Transferee Affidavit and Agreement: As defined in Section 5.1(c)(i)(B).
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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, except for Payoffs received during the period from the first
through the 14th day of the month of such Distribution Date, 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.
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.
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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 for the benefit of the Certificateholders without recourse
all the right, title and interest of the Depositor in and to the Trust Fund,
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 1998-1 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
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;
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<PAGE>
(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.
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.
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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, 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
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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 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
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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 the Mortgage Loan to be replaced is
"defective" within the meaning of Section 860G(a)(4)(B)(ii) of 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
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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;
(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;
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(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 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
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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, 97.67% of the
Mortgage Loans measured by Principal Balance were to be secured by a
primary, owner-occupied residence and no more than 2.33% 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 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 (S) 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
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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 the Seller's receipt of
notice of breach, the Depositor shall or shall cause the 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 the Mortgage Loan to be replaced is "defective" within the meaning
of Section 860G(4)(B)(ii) 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 the 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.
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-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-1-1 Regular Interest, 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 Component IA-1-2
Regular Interest, the Class IA-3 Regular Interest, the Class
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IA-4 Regular Interest, the Class IA-5 Regular Interest, the Class IA-6
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 Component IA-1-2 of the Class IA-1
Certificate and the Class IA-2, IA-5 and IA-6 Certificates of REMIC II
shall be considered to have been made solely from the Class IA-2, IA-5, and
IA-6 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 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 Regular 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 the Class IA-2, IA-5 and IA-6 Regular interests
is 7.000% per annum. 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 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.
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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;
(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.
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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:
(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
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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 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
(S) 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
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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 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
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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 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;
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(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;
(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;
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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.
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;
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(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;
(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 the Servicer 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.
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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 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
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the event that the Servicer shall obtain and maintain a blanket policy issued by
an insurer that 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.
(a) 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.
(b) 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 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).
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(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).
(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
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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 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
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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.
Section 3.11. Annual Statement as to Compliance. The Servicer will
deliver to the Trustee, on or before April 30 of each year, beginning April 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
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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 April 30 of each year, beginning April 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].
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
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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. 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
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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].
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
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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-1-2, IA-1-4 and IA-1-6 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 Component IA-1-4 Fraction of such loss will first
be allocated to Component IA-1-4 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 Fraction of such loss will first be allocated to Class IIA-P 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 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 Components IA-1-1 and IA-1-4 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-1-3 and IA-1-5 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
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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 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
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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 Servicer's Section 3.10 Report, prepare and
forward to each Certificateholder, a statement 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;
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(v) The amount of Fraud Coverage available to the
Certificateholders remaining as of the close of business on the
applicable Determination Date; and
(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.
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
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
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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) 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.
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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 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.
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
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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. The Trustee shall send written
notice to each other and to all Certificateholders of any appointment 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 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.
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(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 or its designee 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 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 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
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 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
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to whom such Person attempts to transfer its Ownership Interest
and to provide a certificate to 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 in
the form attached hereto as Exhibit I.
(ii) 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 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 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
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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, 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 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 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 AND THE
TRUSTEE 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
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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 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
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, or the Depositor.
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(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 is provided with the certificates and
an Opinion of Counsel, if required, on which the Trustee may conclusively
rely, which establishes or establish to the Trustee'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 shall
require, in order to assure compliance with the Securities Act, that the
Certificateholder desiring to effect such transfer certify to the Trustee
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
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 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 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 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 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
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
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such investment letter being executed. The Holder of a Certificate desiring
to effect such transfer does hereby agree to indemnify the Trustee, the
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) The Trustee shall have no 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
agent, 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 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.
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A reasonable service charge may be made for any such exchange or transfer
of Certificates, and the Trustee 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.
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.
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 definition of "Temporary Certificates."
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
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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:
(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.
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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 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 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 best interests of the Certificateholders with respect to such
Certificates, the Trustee shall notify 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, Certificate Administrator, if
any, 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, to the extent applicable with respect to such
Definitive Certificates, and the Trustee 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.
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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.
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
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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 6.4. 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 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 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
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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 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
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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 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
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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 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). 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
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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 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 VII
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
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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 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;
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(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 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;
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(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;
(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
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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 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.
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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 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
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predecessor trustee shall become effective, and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with like
effect as if originally named as trustee herein. The predecessor trustee shall
deliver 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 8.1 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 8.1 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, 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
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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 8.1 Bloomberg. As soon as practicable after the Closing Date,
the Trustee 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.
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
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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 for payment and cancellation, shall be given
promptly by the Trustee (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 final payment on the Certificates will be made upon
presentation and surrender of Certificates at the office or agency of the
Trustee 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 therein specified. The
Trustee 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 notice, the duties of the Certificate Registrar shall 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 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
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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 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 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 has 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:
(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.
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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 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.
107
<PAGE>
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.
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
108
<PAGE>
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.
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 and (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. 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.
109
<PAGE>
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
_______________________________ and 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
<PAGE>
Exhibit A-1
CUSIP 00077B AN 3
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 March 30,
1998. The rate at which interest is payable as of the Issue Date with respect to
this Certificate is variable. [Assuming that the Mortgage Loans underlying the
Certificates prepay at the prepayment assumption used by the issuer in pricing
this Certificate (i.e., 100% of the Basic Prepayment Assumption as described in
the Prospectus Supplement), this Certificate has been issued with original issue
discount ("OID") of no more than $ per $100,000 of initial Certificate
Principal Balance, the yield to maturity is %, and the amount of OID
attributable to the short period is not more than $ per $100,000 of
initial Certificate Principal Balance, computed under the exact method. No
representation is made that the Mortgage Loans will prepay at a rate based on
the Basic Prepayment Rate or any other rate.]
Series 1998-1
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: March 1, 1998
First Distribution Date: April 27, 1998
Last Scheduled Distribution Date: April 25, 2028
Class IA-1 Principal Balance as of the Cut-Off Date:
$78,344,523.04
--------------------
Registered Owner Certificate No.__
A-1-1
<PAGE>
Exhibit A-2
CUSIP 00077B AA 1
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 March 30, 1998. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 6.50% per annum. [Assuming that the Mortgage Loans underlying the
Certificates prepay at the prepayment assumption used by the issuer in pricing
this Certificate (i.e., 100% of the Basic Prepayment Assumption as described in
the Prospectus Supplement), this Certificate has been issued with original issue
discount ("OID") of no more than $ per $100,000 of initial Certificate
Principal Balance, the yield to maturity is %, and the amount of OID
attributable to the short period is not more than $ per $100,000 of
initial Certificate Principal Balance, computed under the exact method. No
representation is made that the Mortgage Loans will prepay at a rate based on
the Basic Prepayment Rate or any other rate.]
[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 1998-1
Portion of the Class IA-2 Principal Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IA-2 Remittance Rate: 6.50% $__
Cut-Off Date: March 1, 1998
First Distribution Date: April 27, 1998
Last Scheduled Distribution Date: April 25, 2028
Class IA-2 Principal Balance as of the Cut-Off Date:
$23,789,603.00
--------------------
Registered Owner Certificate No.__
A-2-1
<PAGE>
Exhibit A-3
CUSIP 00077B AB 9
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 March 30, 1998. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 7.00% per annum. [Assuming that the Mortgage Loans underlying the
Certificates prepay at the prepayment assumption used by the issuer in pricing
this Certificate (i.e., 100% of the Basic Prepayment Assumption as described in
the Prospectus Supplement), this Certificate has been issued with original issue
discount ("OID") of no more than $ per $100,000 of initial Certificate
Principal Balance, the yield to maturity is %, and the amount of OID
attributable to the short period is not more than $ per $100,000 of
initial Certificate Principal Balance, computed under the exact method. No
representation is made that the Mortgage Loans will prepay at a rate based on
the Basic Prepayment Rate or any other rate.]
[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 1998-1
Portion of the Class IA-3 Principal Balance as of the Cut-Off Date
evidenced by this Certificate:
Class I-A-1 Remittance Rate: 7.00% $
Cut-Off Date: March 1, 1998
First Distribution Date: April 27, 1998
Last Scheduled Distribution Date: April 25, 2028
Class IA-3 Principal Balance as of the Cut-Off Date:
$63,730,000.00
--------------------
Registered Owner Certificate No.__
A-3-1
<PAGE>
Exhibit A-4
CUSIP 00077B AC 7
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 March 30, 1998. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 7.00% per annum. [Assuming that the Mortgage Loans underlying the
Certificates prepay at the prepayment assumption used by the issuer in pricing
this Certificate (i.e., 100% of the Basic Prepayment Assumption as described in
the Prospectus Supplement), this Certificate has been issued with original issue
discount ("OID") of no more than $ per $100,000 of initial Certificate
Principal Balance, the yield to maturity is %, and the amount of OID
attributable to the short period is not more than $ per $100,000 of
initial Certificate Principal Balance, computed under the exact method. No
representation is made that the Mortgage Loans will prepay at a rate based on
the Basic Prepayment Rate or any other rate.]
[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 1998-1
Portion of the Class IA-4 Principal Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IA-4 Remittance Rate: 7.00% $
Cut-Off Date: March 1, 1998
First Distribution Date: April 27, 1998
Last Scheduled Distribution Date: April 25, 2028
Class IA-4 Principal Balance as of the Cut-Off Date:
$10,043,000.00
--------------------
Registered Owner Certificate No.__
A-4-1
<PAGE>
Exhibit A-5
CUSIP 00077B AD 5
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 March 30, 1998. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 6.50% per annum. [Assuming that the Mortgage Loans underlying the
Certificates prepay at the prepayment assumption used by the issuer in pricing
this Certificate (i.e., 100% of the Basic Prepayment Assumption as described in
the Prospectus Supplement), this Certificate has been issued with original issue
discount ("OID") of no more than $ per $100,000 of initial Certificate
Principal Balance, the yield to maturity is %, and the amount of OID
attributable to the short period is not more than $ per $100,000 of
initial Certificate Principal Balance, computed under the exact method. No
representation is made that the Mortgage Loans will prepay at a rate based on
the Basic Prepayment Rate or any other rate.]
[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 1998-1
Portion of the Class IA-5 Principal Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IA-5 Remittance Rate: 6.50% $
Cut-Off Date: March 1, 1998
First Distribution Date: April 27, 1998
Last Scheduled Distribution Date: April 25, 2028
Class IA-5 Principal Balance as of the Cut-Off Date:
$37,632,681.00
--------------------
Registered Owner Certificate No.__
A-5-1
<PAGE>
Exhibit A-6
CUSIP 00077B AE 3
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 March 30, 1998. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 6.50% per annum. [Assuming that the Mortgage Loans underlying the
Certificates prepay at the prepayment assumption used by the issuer in pricing
this Certificate (i.e., 100% of the Basic Prepayment Assumption as described in
the Prospectus Supplement), this Certificate has been issued with original issue
discount ("OID") of no more than $ per $100,000 of initial Certificate
Principal Balance, the yield to maturity is %, and the amount of OID
attributable to the short period is not more than $ per $100,000 of
initial Certificate Principal Balance, computed under the exact method. No
representation is made that the Mortgage Loans will prepay at a rate based on
the Basic Prepayment Rate or any other rate.]
[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 1998-1
Portion of the Class IA-6 Principal Balance as of the Cut-Off Date
evidenced by this Certificate:
Class IA-6 Remittance Rate: 6.50% $
Cut-Off Date: March 1, 1998
First Distribution Date: April 27, 1998
Last Scheduled Distribution Date: April 25, 2028
Class IA-6 Principal Balance as of the Cut-Off Date:
$14,254,582.00
--------------------
Registered Owner Certificate No.__
A-6-1
<PAGE>
Exhibit A-7
CUSIP 00077B AW 3
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 March 30, 1998. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 6.75% per annum. [Assuming that the Mortgage Loans underlying the
Certificates prepay at the prepayment assumption used by the issuer in pricing
this Certificate (i.e., 235% of the Basic Prepayment Assumption as described in
the Prospectus Supplement), this Certificate has been issued with original issue
discount ("OID") of no more than $ per $100,000 of initial Certificate
Principal Balance, the yield to maturity is %, and the amount of OID
attributable to the short period is not more than $ per $100,000 of
initial Certificate Principal Balance, computed under the exact method. No
representation is made that the Mortgage Loans will prepay at a rate based on
the Basic Prepayment Rate or any other rate.]
[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.]
<TABLE>
<CAPTION>
<S> <C>
Series 1998-1 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: March 1, 1998
First Distribution Date: April 27, 1998
Last Scheduled Distribution Date: April 25, 2028
Class IA-X Principal Balance as of the Cut-Off
Date:
$0.00
IA-X Notional Amount as of the Cut-Off
Date:
$7,010,057.70
</TABLE>
--------------------
Registered Owner Certificate No. ___
A-7-1
<PAGE>
Exhibit A-8
CUSIP 00077B AF 0
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 March 30, 1998. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 6.50% per annum. [Assuming that the Mortgage Loans underlying the
Certificates prepay at the prepayment assumption used by the issuer in pricing
this Certificate (i.e., 100% of the Basic Prepayment Assumption as described in
the Prospectus Supplement), this Certificate has been issued with original issue
discount ("OID") of no more than $ per $100,000 of initial Certificate
Principal Balance, the yield to maturity is %, and the amount of OID
attributable to the short period is not more than $ per $100,000 of
initial Certificate Principal Balance, computed under the exact method. No
representation is made that the Mortgage Loans will prepay at a rate based on
the Basic Prepayment Rate or any other rate.]
[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 1998-1
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: March 1, 1998
First Distribution Date: April 27, 1998
Last Scheduled Distribution Date: April 25, 2013
Class IIA-1 Principal Balance as of the Cut-Off Date:
$45,850,628.00
------------------------
Registered Owner Certificate No. __
A-8-1
<PAGE>
Exhibit A-9
CUSIP 00077B AG 8
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 March 30, 1998. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 6.50% per annum. [Assuming that the Mortgage Loans underlying the
Certificates prepay at the prepayment assumption used by the issuer in pricing
this Certificate (i.e., 235% of the Basic Prepayment Assumption as described in
the Prospectus Supplement), this Certificate has been issued with original issue
discount ("OID") of no more than $ per $100,000 of initial Certificate
Principal Balance, the yield to maturity is %, and the amount of OID
attributable to the short period is not more than $ per $100,000 of
initial Certificate Principal Balance, computed under the exact method. No
representation is made that the Mortgage Loans will prepay at a rate based on
the Basic Prepayment Rate or any other rate.]
[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 1998-1 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: March 1, 1998
First Distribution Date: April 27, 1998
Last Scheduled Distribution Date: April 25, 2013
Class IIA-X Principal Balance as of the Cut-Off
Date:
$0.00
Class IIA-X Notional Amount as of the Cut-Off
Date:
$1,828,335.94
Registered Owner Certificate No. __
A-9-1
<PAGE>
Exhibit A-10
CUSIP 00077B AH 6
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 March 30, 1998. Interest is not
payable with respect to this Certificate. [Assuming that the Mortgage Loans
underlying the Certificates prepay at the prepayment assumption used by the
issuer in pricing this Certificate (i.e., 100% of the Basic Prepayment
Assumption as described in the Prospectus Supplement), this Certificate has been
issued with original issue discount ("OID") of no more than $ per
$100,000 of initial Certificate Principal Balance, the yield to maturity is
%, and the amount of OID attributable to the short period is not more than
$ per $100,000 of initial Certificate Principal Balance, computed under the
exact method. No representation is made that the Mortgage Loans will prepay at a
rate based on the Basic Prepayment Rate or any other rate.]
[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 1998-1
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: March 1, 1998
First Distribution Date: April 27, 1998
Last Scheduled Distribution Date: April 25, 2013
Class I-P Principal Balance as of the Cut-Off Date:
$333,045.14
----------------------------
Registered Owner Certificate No. __
A-10-1
<PAGE>
Exhibit A-11
CUSIP 00077B AJ 2
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 March 30,
1998. The rate at which interest is payable as of the Issue Date with respect
to this Certificate is variable. [Assuming that the Mortgage Loans underlying
the Certificates prepay at the prepayment assumption used by the issuer in
pricing this Certificate (i.e., 100% of the Basic Prepayment Assumption as
described in the Prospectus Supplement), this Certificate has been issued with
original issue discount ("OID") of no more than $ per $100,000 of
initial Certificate Principal Balance, the yield to maturity is %, and
the amount of OID attributable to the short period is not more than $
per $100,000 of initial Certificate Principal Balance, computed under the exact
method. No representation is made that the Mortgage Loans will prepay at a rate
based on the Basic Prepayment Rate or any other rate.]
[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 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 1998-1
Portion of the Class M Principal Balance as of the Cut-Off Date evidenced
by this Certificate:
$
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. The initial
Remittance Rate for each Class of the Senior Subordinate
A-11-1
<PAGE>
Certificates will be approximately 6.708% per annum.
Cut-Off Date: March 1, 1998
First Distribution Date: April 27, 1998
Last Scheduled Distribution Date: April 25, 2028
Class M Principal Balance as of the Cut-Off Date:
$5,416,841.00
----------------------------
Registered Owner Certificate No. __
A-11-2
<PAGE>
Exhibit A-12
CUSIP 00077B AK9
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 March 30,
1998. The rate at which interest is payable as of the Issue Date with respect
to this Certificate is Variable. [Assuming that the Mortgage Loans underlying
the Certificates prepay at the prepayment assumption used by the issuer in
pricing this Certificate (i.e., 100% of the Basic Prepayment Assumption as
described in the Prospectus Supplement), this Certificate has been issued with
original issue discount ("OID") of no more than $ per $100,000 of
initial Certificate Principal Balance, the yield to maturity is %, and
the amount of OID attributable to the short period is not more than $
per $100,000 of initial Certificate Principal Balance, computed under the exact
method. No representation is made that the Mortgage Loans will prepay at a rate
based on the Basic Prepayment Rate or any other rate.]
[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 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 1998-1
Portion of the Class B-1 Principal Balance as of the Cut-Off Date evidenced
by this Certificate:
$
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. The initial
Remittance Rate for each Class of the Senior Subordinate
A-12-1
<PAGE>
Certificates will be approximately 6.708% per annum.
Cut-Off Date: March 1, 1998
First Distribution Date: April 27, 1998
Last Scheduled Distribution Date: April 25, 2028
Class B-1 Principal Balance as of the Cut-Off Date:
$2,280,777.00
-------------------------
Registered Owner Certificate No. __
A-12-2
<PAGE>
Exhibit A-13
CUSIP 00077B AL 7
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 March 30,
1998. The rate at which interest is payable as of the Issue Date with respect
to this Certificate is variable. [Assuming that the Mortgage Loans underlying
the Certificates prepay at the prepayment assumption used by the issuer in
pricing this Certificate (i.e., 100% of the Basic Prepayment Assumption as
described in the Prospectus Supplement), this Certificate has been issued with
original issue discount ("OID") of no more than $ per $100,000 of
initial Certificate Principal Balance, the yield to maturity is %, and
the amount of OID attributable to the short period is not more than $
per $100,000 of initial Certificate Principal Balance, computed under the exact
method. No representation is made that the Mortgage Loans will prepay at a rate
based on the Basic Prepayment Rate or any other rate.]
[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 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 1998-1
Portion of the Class B-2 Principal Balance as of the Cut-Off Date evidenced
by this Certificate:
$
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. The initial
Remittance Rate for each Class of the Senior Subordinate
A-13-1
<PAGE>
Certificates will be approximately 6.708% per annum.
Cut-Off Date: March 1, 1998
First Distribution Date: April 27, 1998
Last Scheduled Distribution Date: April 25, 2028
Class B-2 Principal Balance as of the Cut-Off Date:
$1,140,388.00
------------------------------
Registered Owner Certificate No.__
A-13-2
<PAGE>
Exhibit A-14
CUSIP [00077B AP8 [Rule 144A]]
[00077B AT 0 [ACC]]
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 March 30,
1998. The rate at which interest is payable as of the Issue Date with respect
to this Certificate is variable. [Assuming that the Mortgage Loans underlying
the Certificates prepay at the prepayment assumption used by the issuer in
pricing this Certificate (i.e., 100% of the Basic Prepayment Assumption as
described in the Prospectus Supplement), this Certificate has been issued with
original issue discount ("OID") of no more than $ per $100,000 of
initial Certificate Principal Balance, the yield to maturity is %, and
the amount of OID attributable to the short period is not more than $
per $100,000 of initial Certificate Principal Balance, computed under the exact
method. No representation is made that the Mortgage Loans will prepay at a rate
based on the Basic Prepayment Rate or any other rate.]
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 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 1998-1
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. The initial
Remittance Rate for each Class of the Senior Subordinate
Certificates will be approximately 6.708% per annum.
Cut-Off Date: March 1, 1998
First Distribution Date: April 27, 1998
A-14-1
<PAGE>
Last Scheduled Distribution Date: April 25, 2028
Class B-3 Principal Balance as of the Cut-Off Date:
$1,140,387.00
------------------------------
Registered Owner Certificate No. __
A-14-2
<PAGE>
Exhibit A-15
CUSIP [00077B AQ6 [Rule 144A]]
[00077B AU7[ ACC]]
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 March 30,
1998. The rate at which interest is payable as of the Issue Date with respect
to this Certificate is variable. [Assuming that the Mortgage Loans underlying
the Certificates prepay at the prepayment assumption used by the issuer in
pricing this Certificate (i.e., 100% of the Basic Prepayment Assumption as
described in the Prospectus Supplement), this Certificate has been issued with
original issue discount ("OID") of no more than $ per $100,000 of
initial Certificate Principal Balance, the yield to maturity is %, and
the amount of OID attributable to the short period is not more than $
per $100,000 of initial Certificate Principal Balance, computed under the exact
method. No representation is made that the Mortgage Loans will prepay at a rate
based on the Basic Prepayment Rate or any other rate.]
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 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 1998-1
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
and (ii) the Group II Subordinate Amount. The initial
Remittance Rate for each Class of the Senior Subordinate
Certificates will be approximately 6.708% per annum.
A-15-1
<PAGE>
Cut-Off Date: March 1, 1998
First Distribution Date: April 27, 1998
Last Scheduled Distribution Date: April 25, 2028
Class B-4 Principal Balance as of the Cut-Off Date:
$570,194.00
------------------------------
Registered Owner Certificate No. __
A-15-2
<PAGE>
Exhibit A-16
CUSIP [00077B AR4 [Rule 144A]]
[00077B AV5 [ACC]]
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 March 30,
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 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 1998-1
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. The initial
Remittance Rate for each Class of the Senior Subordinate
Certificates will be approximately 6.708% per annum.
Cut-Off Date: March 1, 1998
First Distribution Date: April 27, 1998
Last Scheduled Distribution Date: April 25, 2028
Class B-5 Principal Balance as of the Cut-Off Date:
$570,194.64
A-16-1
<PAGE>
-----------------------------
Registered Owner Certificate No. __
A-16-2
<PAGE>
EXHIBIT B
---------
FORM OF RESIDUAL CERTIFICATE
CUSIP 00077B AM5
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 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.
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.
B-1
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Series 1998-1 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: March 1, 1998
First Distribution Date: April 27, 1998
Last Scheduled Distribution Date: April
25, 2028
Class R Principal Balance as of the Cut-
Off Date:
$100.00
-------------------------
Registered Owner Certificate No. ___
</TABLE>
B-2
<PAGE>
EXHIBIT C
---------
[RESERVED]
C-1
<PAGE>
EXHIBIT D
---------
SCHEDULE OF MORTGAGE LOANS
D-1
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
206976245 9307 21ST AVE NW SEATTLE WA 98117
600015727 46 GLEN RD GREENWICH CT 6830
600710741 1315 W MOUNTIAN VIEW DR MESA AZ 85201
600744364 127 WINDY HILL DR CHERRYVILLE NC 28021
600784216 7 FRUIT TREE RD RANCHO PALOS VERDES CA 92677
600807451 4423 FOREST PARK CT RAPID CITY SD 57702
600871187 632 EL PATIO DR CAMPBELL CA 95008
600875205 1895 BROOK TREE CT THOUSAND OAKS CA 91362
600995028 4490 TONAWANDA CREEK RD EAST AMHERST NY 14051
601131764 159983 S STEP MOUNTAIN RD HERRIMAN UT 84065
601187248 20254 E LAKE CIR AURORA CO 80016
601221718 65 BALFOUR LN RAMSEY NJ 7446
601262956 20234 E LAKE CIRCLE AURORA CO 80016
601295659 10412 RAINIER AVE S SEATTLE WA 98178
601346912 5822 CHESTERFIELD COURT SAN JOSE CA 95138
601366644 125 HOLLYCREST DR LOS GATOS CA 95032
601377885 5815 CHERSTERFIELD CT SAN JOSE CA 95138
601378988 970 W 145TH WAY WESTMINSTER CO 80234
601386181 892 SHORELINE ROAD LAKE BARRINGTON IL 60010
601431142 15 THE DRAWBRIDGE WOODBURY NY 11797
601433451 22545 PARKFIELD MISSION VIEJO CA 92692
601450885 1009 MT CARMEL DR SAN JOSE CA 95120
601491782 473 MAIN ST WESTPORT CT 6880
601506040 1002 PEBBLE BEACH CT GENEVA IL 60134
601522482 #200 PUTTER LN CABOT AR 72023
601524144 22930 CRESPI ST WOODLAND HILLS CA 91364
601545354 7100 SW 119TH ST PINECREST FL 33156
601549314 425 BUCHANAN AVE 507 CAPE CANAVERAL FL 32920
601564939 30932 MAUNA KEA LAGUNA NIGUEL CA 92677
601585171 213 BELDEN DR SAN JOSE CA 95123
601611253 20 ANDOVER RD ROCKVILLE CENTR NY 11570
601628673 2085 MASSACHUSETTS AVE NE SAINT PETERSBURG FL 33703
601628684 6 JAMES NECK ROAD NISSEQUOQUE NY 11780
601635967 21 CASTAWAYS N NEWPORT BEACH CA 92660
601638447 31 RANDOPLH DRIVE DIX HILLS NY 11746
601646891 1831 LINCOLN EVANSTON IL 60201
601647767 24255 DRY CANYON COLD CREEK RD CALABASAS CA 91302
601663450 46700 PICKFORD NORTHVILLE MI 48167
601664100 16002 LUGGER WOOD CT ST. LOUIS MO 63021
601674022 3048 JONATHON OXFORD MI 48371
601677957 1043 EASTWOOD DR LOS ALTOS CA 94024
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- --------------------------------------------
<S> <C> <C>
7.375 360 $280,000.00 01-Mar-98
7.250 360 $250,000.00 01-Mar-98
8.500 360 $247,500.00 01-Apr-97
7.375 360 $272,000.00 01-Mar-98
8.000 360 $303,000.00 01-Apr-97
7.375 360 $358,500.00 01-Feb-98
8.000 360 $259,200.00 01-May-97
8.000 360 $227,500.00 01-May-97
8.000 360 $285,000.00 01-Jan-98
7.625 360 $247,500.00 01-Mar-98
7.875 360 $249,450.00 01-Feb-98
7.750 360 $273,000.00 01-Feb-98
7.250 360 $236,700.00 01-Mar-98
7.375 360 $315,000.00 01-Mar-98
7.375 360 $290,000.00 01-Feb-98
7.500 360 $286,000.00 01-Oct-97
7.125 360 $476,800.00 01-Feb-98
7.750 360 $234,450.00 01-Feb-98
8.250 360 $331,200.00 01-Oct-97
7.625 360 $465,000.00 01-Nov-97
7.500 360 $300,000.00 01-Oct-97
7.375 360 $287,300.00 01-Feb-98
7.375 360 $304,000.00 01-Apr-98
7.250 360 $300,000.00 01-Mar-98
7.375 360 $250,000.00 01-Mar-98
8.000 360 $248,000.00 01-Jan-98
7.250 360 $252,000.00 01-Apr-98
7.250 360 $237,000.00 01-Mar-98
7.625 360 $392,000.00 01-Jan-98
7.875 360 $225,000.00 01-Jan-98
7.875 360 $307,000.00 01-Jan-98
7.500 360 $239,700.00 01-Jan-98
7.250 360 $359,000.00 01-Dec-97
7.625 360 $597,700.00 01-Dec-97
7.125 360 $260,000.00 01-Dec-97
7.875 360 $233,300.00 01-Dec-97
7.500 360 $370,000.00 01-Mar-98
7.625 360 $445,000.00 01-Feb-98
8.000 360 $262,000.00 01-Feb-98
7.875 360 $255,000.00 01-Mar-98
7.875 360 $740,000.00 01-Jan-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$1,933.89 01-Mar-98 $279,786.94 65.20 SFD PRIMARY 1 30-Jan-98
$1,705.44 01-Mar-98 $249,804.98 51.10 SFD PRIMARY 1 16-Jan-98
$1,903.06 01-Mar-98 $245,628.98 90.00 SFD PRIMARY 1 20-Feb-97
$1,878.64 01-Mar-98 $271,793.03 80.00 SFD PRIMARY 1 07-Jan-98
$2,223.31 01-Mar-98 $298,269.03 67.40 SFD PRIMARY 1 24-Feb-97
$2,476.07 01-Mar-98 $357,952.74 80.00 SFD PRIMARY 1 22-Dec-97
$1,901.92 01-Mar-98 $257,215.66 80.00 TOWNHOUSE PRIMARY 1 05-Mar-97
$1,669.31 01-Mar-98 $225,046.05 89.60 SFD PRIMARY 1 14-Mar-97
$2,091.23 01-Mar-98 $284,422.38 77.10 SFD PRIMARY 1 17-Nov-97
$1,751.79 01-Mar-98 $247,247.33 75.00 SFD PRIMARY 1 09-Jan-98
$1,808.69 01-Mar-98 $249,104.53 77.60 PUD PRIMARY 1 31-Dec-97
$1,955.81 01-Mar-98 $272,613.38 74.90 SFD PRIMARY 1 26-Dec-97
$1,614.71 01-Mar-98 $236,515.35 80.00 SFD PRIMARY 1 30-Jan-98
$2,175.63 01-Mar-98 $314,760.31 69.30 SFD PRIMARY 1 30-Jan-98
$2,002.96 01-Mar-98 $289,557.31 46.30 PUD PRIMARY 1 26-Dec-97
$1,999.75 01-Mar-98 $284,706.43 71.50 SFD PRIMARY 1 15-Aug-97
$3,212.29 01-Mar-98 $476,035.16 80.00 PUD PRIMARY 1 18-Dec-97
$1,679.63 01-Mar-98 $234,117.99 90.00 SFD PRIMARY 1 16-Dec-97
$2,488.19 01-Mar-98 $293,207.15 90.00 CONDO PRIMARY 1 22-Aug-97
$3,291.24 01-Mar-98 $463,295.72 77.50 SFD PRIMARY 1 08-Sep-97
$2,097.64 01-Mar-98 $298,643.12 70.60 SFD PRIMARY 1 21-Aug-97
$1,984.31 01-Mar-98 $286,629.34 73.70 SFD PRIMARY 1 15-Dec-97
$2,099.65 01-Mar-98 $304,000.00 80.00 SFD PRIMARY 1 10-Feb-98
$2,046.53 01-Mar-98 $299,765.97 79.20 SFD PRIMARY 1 30-Jan-98
$1,726.69 01-Mar-98 $249,809.77 71.50 SFD PRIMARY 1 23-Jan-98
$1,819.74 01-Mar-98 $247,497.44 70.50 SFD PRIMARY 1 31-Oct-97
$1,719.08 01-Mar-98 $252,000.00 90.00 SFD PRIMARY 1 09-Feb-98
$1,616.76 01-Mar-98 $236,787.47 95.00 SFD PRIMARY 1 28-Jan-98
$2,774.55 01-Mar-98 $391,143.43 80.00 SFD PRIMARY 1 21-Nov-97
$1,631.41 01-Mar-98 $224,532.40 75.00 SFD PRIMARY 1 30-Oct-97
$2,225.96 01-Mar-98 $306,362.02 67.50 SFD PRIMARY 1 14-Nov-97
$1,676.02 01-Mar-98 $238,819.17 88.90 SFD PRIMARY 1 17-Nov-97
$2,449.01 01-Mar-98 $357,869.60 56.10 SFD PRIMARY 1 17-Oct-97
$4,230.48 01-Mar-98 $595,953.07 80.00 PUD PRIMARY 1 30-Oct-97
$1,751.67 01-Mar-98 $259,160.88 59.80 SFD PRIMARY 1 15-Oct-97
$1,691.59 01-Mar-98 $232,651.42 84.90 SFD PRIMARY 1 31-Oct-97
$2,587.09 01-Mar-98 $369,712.50 43.80 SFD PRIMARY 1 30-Jan-98
$3,149.68 01-Mar-98 $444,353.80 80.00 SFD PRIMARY 1 23-Dec-97
$1,922.46 01-Mar-98 $261,647.24 87.40 SFD PRIMARY 1 24-Dec-97
$1,848.93 01-Mar-98 $254,824.51 78.50 SFD PRIMARY 1 09-Jan-98
$5,365.51 01-Mar-98 $738,462.07 61.20 SFD PRIMARY 1 12-Nov-97
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIP CODE
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
601679276 753 JAMES RIVER RD. NATURAL BRIDGE STATION VA 24579
601683682 2867 E NEWCASTLE DR SANDY UT 84093
601688095 2820 HEMLOCK AVE SAN JOSE CA 95128
601692763 5433 MARINE AVE HAWTHORNE CA 90250
601696723 10185 240TH ST E LAKEVILLE MN 55044
601698985 9118 W LAKE HIGHLANDS DR DALLAS TX 75218
601702583 1140 GREACEN POINT RD MAMARONECK NY 10543
601702607 378 TERRACE VIEW DRIVE STATELINE NV 89449
601705906 48 SEA TERRACE NEWPORT COAST CA 92657
601711163 2106 E COLLEGE ROSWELL NM 88201
601722053 4N019 COUNTRY VIEW LANE ELBURN IL 60119
601725136 541 SW ASHDOWN CIR WEST LINN OR 97068
601725773 14015 HARDING AVE SAN MARTIN CA 95046
601730428 330 E 38TH STREET APT 39 E NEW YORK NY 10016
601738153 11 LONGVIEW PLACE MORRISTOWN NJ 7960
601738357 6 SUGAR HILL NYACK NY 10960
601741432 10 W COUNTRY RD W GOLF FL 33436
601743684 100 ALEXANDER OVERLOOK TELLURIDE CO 81435
601744446 13732 S TOM SHOEMAKER RD DRAPER UT 84020
601745835 6537 ASHBURY CIR HUNTINGTON BEACH CA 92648
601752107 15 LINDALL STREET LAGUNA NIGUEL CA 92677
601753391 2534 S ANDERSON ROAD CATAWBA SC 29704
601759262 7726 AUTUMN TRAIL SUGAR LAND TX 77479
601764076 22 UPPER BROOK RD NORTH BRUNSWICK NJ 8902
601764474 713 CRANDON BLVD #304 KEY BISCAYNE FL 33149
601764588 19274 BECKONRIDGE LN HUNTINGTON BEAC CA 92648
601773044 6336 NE 138TH PLACE KIRKLAND WA 98034
601773099 799 RACHELLE WHITE LAKE MI 48386
601778298 622 DENAIN DR CORPUS CHRISTIE TX 78414
601782795 5 KERWIN CT ENGLISHTOWN NJ 7726
601783514 10627 ASHTON AVE #202 LOS ANGELES CA 90024
601783990 4808 TANNEN HILL TRAIL HOLLY SPRINGS NC 27540
601787346 26 CAPE ANDOVER NEWPORT BEACH CA 92660
601788713 125 COLKET LANE DEVON PA 19333
601793220 228 N WIND CT PONTE VEDRA BEA FL 32082
601794506 36 ZANDER LN RANDOLPH NJ 7869
601796289 9318 CRESTA DR LOS ANGELES CA 90035
601796508 9 CAPE DANBURY NEWPORT BEACH CA 92660
601796575 11 CAPE DANBURY NEWPORT BEACH CA 92660
601798247 44532 MIDWAY DRIVE NOVI MI 48375
601799419 30570 FOX CLUB DR FARMINGTON HILLS MI 48331
601800504 1629 ARCH BAY NEWPORT BEACH CA 92660
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------
INT_RATE LOAN TERM ORIGINAL PYMT DATE
- -------------------------------------------------
<S> <C> <C>
7.375 360 $284,000.00 01-Dec-97
7.750 360 $227,400.00 01-Jan-98
7.500 360 $365,800.00 01-Dec-97
7.625 360 $228,000.00 01-Dec-97
7.500 360 $244,000.00 01-Jan-98
7.875 360 $236,550.00 01-Dec-97
7.125 360 $740,000.00 01-Apr-98
7.875 360 $315,000.00 01-Jan-98
7.625 360 $517,500.00 01-Dec-97
7.375 360 $317,000.00 01-Jan-98
8.000 360 $263,000.00 01-Jan-98
7.250 360 $575,000.00 01-Feb-98
7.875 360 $290,000.00 01-Jan-98
7.875 360 $440,000.00 01-Jan-98
7.750 360 $315,000.00 01-Feb-98
8.000 360 $373,500.00 01-Jan-98
7.625 360 $294,000.00 01-Mar-98
7.875 360 $273,750.00 01-Dec-97
7.750 360 $272,700.00 01-Feb-98
7.250 360 $350,000.00 01-Apr-98
7.375 360 $287,500.00 01-Jan-98
7.625 360 $260,000.00 01-Jan-98
7.625 360 $308,000.00 01-Feb-98
7.875 360 $244,000.00 01-Jan-98
7.750 360 $236,000.00 01-Feb-98
7.000 360 $360,000.00 01-Feb-98
7.875 360 $409,000.00 01-Jan-98
7.875 360 $250,000.00 01-Feb-98
7.625 360 $440,000.00 01-Feb-98
7.875 360 $232,000.00 01-Mar-98
8.000 360 $241,000.00 01-Jan-98
7.375 360 $259,000.00 01-Jan-98
7.500 360 $650,000.00 01-Jan-98
7.625 360 $319,200.00 01-Feb-98
7.375 360 $350,000.00 01-Feb-98
7.750 360 $400,000.00 01-Mar-98
7.625 360 $508,000.00 01-Jan-98
7.500 360 $551,200.00 01-Feb-98
7.125 360 $500,000.00 01-Feb-98
7.875 360 $233,100.00 01-Jan-98
7.875 360 $368,000.00 01-Feb-98
7.625 360 $455,000.00 01-Feb-98
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
$1,961.52 01-Mar-98 $280,338.52 80.00 SFD PRIMARY 1 31-Oct-97
$1,629.12 01-Mar-98 $226,915.40 69.00 SFD PRIMARY 1 07-Nov-97
$2,557.73 01-Mar-98 $364,703.86 90.00 SFD PRIMARY 1 24-Oct-97
$1,613.77 01-Mar-98 $227,333.60 95.00 CONDO PRIMARY 1 28-Oct-97
$1,706.08 01-Mar-98 $243,453.33 80.00 SFD PRIMARY 1 13-Nov-97
$1,715.15 01-Mar-98 $235,892.40 95.00 SFD PRIMARY 1 06-Oct-97
$4,985.52 01-Mar-98 $740,000.00 42.30 SFD PRIMARY 1 03-Feb-98
$2,283.97 01-Mar-98 $314,289.75 90.00 SFD PRIMARY 1 04-Nov-97
$3,662.83 01-Mar-98 $515,987.47 71.40 SFD PRIMARY 1 23-Oct-97
$2,189.44 01-Mar-98 $314,765.11 65.40 SFD PRIMARY 1 04-Nov-97
$1,929.80 01-Mar-98 $262,467.06 76.30 SFD PRIMARY 1 10-Nov-97
$3,922.51 01-Mar-98 $574,100.19 65.80 SFD PRIMARY 1 26-Dec-97
$2,102.70 01-Mar-98 $289,397.35 74.40 SFD PRIMARY 1 24-Nov-97
$3,190.31 01-Mar-98 $439,085.59 80.00 SFD PRIMARY 1 19-Nov-97
$2,256.70 01-Mar-98 $314,553.91 73.30 SFD PRIMARY 1 05-Dec-97
$2,740.61 01-Mar-98 $372,743.15 90.00 SFD PRIMARY 1 17-Nov-97
$2,080.91 01-Mar-98 $293,787.22 65.40 PUD PRIMARY 1 30-Jan-98
$1,984.88 01-Mar-98 $272,988.96 75.00 SFD PRIMARY 1 10-Oct-97
$1,953.66 01-Mar-98 $272,313.81 78.60 SFD PRIMARY 1 08-Dec-97
$2,387.62 01-Mar-98 $350,000.00 79.60 PUD PRIMARY 1 12-Feb-98
$1,985.69 01-Mar-98 $286,839.67 68.90 SFD PRIMARY 1 04-Nov-97
$1,840.26 01-Mar-98 $259,431.87 80.80 SFD PRIMARY 1 04-Nov-97
$2,180.00 01-Mar-98 $307,552.75 80.00 SFD PRIMARY 1 08-Dec-97
$1,769.17 01-Mar-98 $243,492.93 80.00 SFD PRIMARY 1 19-Nov-97
$1,690.73 01-Mar-98 $235,665.80 80.00 CONDO PRIMARY 1 23-Dec-97
$2,395.09 01-Mar-98 $359,408.10 68.00 PUD PRIMARY 1 17-Dec-97
$2,965.53 01-Mar-98 $408,150.05 66.00 SFD PRIMARY 1 07-Nov-97
$1,812.67 01-Mar-98 $249,654.77 71.90 SFD PRIMARY 1 19-Dec-97
$3,114.29 01-Mar-98 $439,361.06 80.00 SFD PRIMARY 1 16-Dec-97
$1,682.16 01-Mar-98 $231,840.34 71.20 SFD PRIMARY 1 09-Jan-98
$1,768.37 01-Mar-98 $240,511.65 74.20 CONDO PRIMARY 1 08-Nov-97
$1,788.85 01-Mar-98 $258,405.12 79.50 SFD PRIMARY 1 21-Nov-97
$4,544.89 01-Mar-98 $648,543.77 76.50 PUD PRIMARY 1 18-Nov-97
$2,259.28 01-Mar-98 $318,736.47 80.00 SFD PRIMARY 1 15-Dec-97
$2,417.36 01-Mar-98 $349,465.72 50.00 SFD PRIMARY 1 23-Dec-97
$2,865.65 01-Mar-98 $399,717.67 57.90 SFD PRIMARY 1 30-Jan-98
$3,595.59 01-Mar-98 $506,889.96 80.00 SFD PRIMARY 1 26-Nov-97
$3,854.07 01-Mar-98 $550,379.30 79.90 PUD PRIMARY 1 11-Dec-97
$3,368.59 01-Mar-98 $499,197.95 61.80 PUD PRIMARY 1 18-Dec-97
$1,690.14 01-Mar-98 $232,110.78 90.00 SFD PRIMARY 1 21-Nov-97
$2,668.26 01-Mar-98 $365,832.64 80.00 SFD PRIMARY 1 04-Dec-97
$3,220.46 01-Mar-98 $454,339.28 73.40 SFD PRIMARY 1 11-Dec-97
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
601800899 123 GLEZEN ST WAYLAND MA 1778
601805133 17512 HILLTOP VIEW DR NORTHVILLE MI 48167
601805872 1418 E LAKESHORE DR LAKE STEVENS WA 98258
601807282 2528 APPLETREE DR PITTSBURGH PA 15241
601808103 15006 FOX BRANCH LN MIDLOTHIAN VA 23112
601808831 9312 POWER DR HUNTINGTON BEACH CA 92646
601809035 5 BIG TREE ROAD WOODSIDE CA 94062
601809080 4910 163RD AVE NE REDMOND WA 98052
601809661 104 MONASTERIO CT SAN RAMON CA 94583
601809683 824 HILBERRY CT LA GRANGE IL 60525
601809707 114 HILLTOP LN WYCKOFF NJ 7481
601809809 3821 HOUNDSTOOTH CT RICHMOND VA 23233
601809876 422 ALBERT ST RAMSEY NJ 7446
601809887 1064 EAST 500 SOUTH SALT LAKE CITY UT 84102
601810686 612 LYNBROOK RD NASHVILLE TN 37215
601810755 3673 MARCY STREET MOHEGAN LAKE NY 10547
601810891 7115 W RIVERVIEW DR COEUR D ALENE ID 83814
601810904 4980 CRABAPPLE CT WEST BLOOMFIELD MI 48322
601811654 45 HARDING DR SOUTH ORANGE NJ 7079
601812575 38428 KINGSWAY CT FARMINGTON HILLS MI 48331
601813473 8 SWALLOW LN HUNTINGTON NY 11743
601816352 10069 GRUBBS RD WEXFORD PA 15090
601816579 127 S HOME PARK RIDGE IL 60068
601817718 4574 WALKER RD TOCCOA GA 30577
601818504 7581 W 128TH ST SAINT PAUL MN 55124
601820063 16 WELLESLEY COURT COTO DE CAZA CA 92679
601820074 2727 CARRIAGEDALE LA JOLLA CA 92037
601820096 31291 VIA DEL VERDE SAN JUAN CAPISTRANO CA 92675
601820198 456 BEACH 145TH ST FAR ROCKAWAY NY 11694
601820290 6727 CONDOR RUN LITTLETON CO 80125
601821100 550 COLGATE DR IRVINE CA 92714
601821428 18754 STRATTON LN HUNTINGTON BEAC CA 92648
601822010 46 SEAWALL RD RANCHO PALOS VE CA 90275
601822101 626 BARON DEKALB RD WAYNE PA 19087
601822156 140 CEDAR GROVE DAVIDSON NC 28036
601823293 4901 GULFSHORE BLVD NAPLES FL 34103
601824385 4853 DOWNING RD LAKELAND MI 48143
601825898 156 TAMARAC RD BOLTON CT 6043
601826376 10311 NORTH BOYD AVENUE FRESNO CA 93720
601828016 16600 PEQUENO PL PACIFIC PALISAD CA 90272
601828072 34 ROYAL OAKS CIR DENTON TX 76205
601830511 13230 STABLE BROOK HERNDON VA 20171
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- -----------------------------------------------------
<S> <C> <C> <C>
7.875 360 $280,000.00 01-Feb-98
7.750 360 $291,000.00 01-Mar-98
7.625 360 $443,500.00 01-Jan-98
7.500 360 $265,000.00 01-Mar-98
7.750 360 $266,000.00 01-Mar-98
7.000 360 $366,850.00 01-Feb-98
7.250 360 $350,000.00 01-Jan-98
7.500 360 $379,000.00 01-Mar-98
7.500 360 $233,500.00 01-Feb-98
7.625 360 $279,000.00 01-Feb-98
7.625 360 $372,300.00 01-Feb-98
7.750 360 $297,800.00 01-Feb-98
7.625 360 $265,000.00 01-Feb-98
7.500 360 $238,500.00 01-Jan-98
7.625 360 $255,000.00 01-Feb-98
7.000 360 $294,500.00 01-Jan-98
7.250 360 $264,000.00 01-Feb-98
7.750 360 $279,800.00 01-Feb-98
7.500 360 $270,000.00 01-Mar-98
7.875 360 $316,000.00 01-Feb-98
7.000 360 $236,000.00 01-Feb-98
7.500 360 $448,000.00 01-Feb-98
7.750 360 $380,000.00 01-Feb-98
7.500 360 $320,400.00 01-Feb-98
7.625 360 $310,000.00 01-Feb-98
7.750 360 $276,000.00 01-Feb-98
7.500 360 $421,750.00 01-Feb-98
7.625 360 $330,000.00 01-Feb-98
7.750 360 $244,000.00 01-Feb-98
6.875 360 $311,500.00 01-Mar-98
7.625 360 $228,000.00 01-Jan-98
7.625 360 $282,350.00 01-Feb-98
7.875 360 $409,100.00 01-Jan-98
7.750 360 $270,750.00 01-Feb-98
7.375 360 $335,000.00 01-Feb-98
7.250 360 $432,000.00 01-Jan-98
7.875 360 $240,000.00 01-Feb-98
7.500 360 $240,000.00 01-Feb-98
7.375 360 $299,250.00 01-Mar-98
7.500 360 $476,000.00 01-Feb-98
7.500 360 $267,900.00 01-Feb-98
7.500 360 $271,200.00 01-Feb-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$2,030.19 01-Mar-98 $279,613.35 80.00 SFD PRIMARY 1 12-Dec-97
$2,084.76 01-Mar-98 $290,794.61 66.20 SFD PRIMARY 1 30-Dec-97
$3,139.07 01-Mar-98 $442,530.87 72.80 SFD PRIMARY 1 21-Nov-97
$1,852.92 01-Mar-98 $264,803.33 78.90 SFD PRIMARY 1 05-Jan-98
$1,905.66 01-Mar-98 $265,812.26 95.00 SFD PRIMARY 1 23-Jan-98
$2,440.66 01-Mar-98 $366,246.84 60.70 SFD PRIMARY 1 17-Dec-97
$2,387.62 01-Mar-98 $349,175.92 78.70 SFD PRIMARY 1 21-Nov-97
$2,650.02 01-Mar-98 $378,718.73 76.60 SFD PRIMARY 1 14-Jan-98
$1,632.67 01-Mar-98 $233,152.33 73.00 PUD PRIMARY 1 12-Dec-97
$1,974.74 01-Mar-98 $278,594.86 90.00 SFD PRIMARY 1 23-Dec-97
$2,635.12 01-Mar-98 $371,759.36 80.00 SFD PRIMARY 1 31-Dec-97
$2,133.48 01-Mar-98 $297,378.26 95.00 SFD PRIMARY 1 23-Dec-97
$1,875.65 01-Mar-98 $264,615.19 68.00 SFD PRIMARY 1 15-Dec-97
$1,667.63 01-Mar-98 $237,965.67 88.40 SFD PRIMARY 1 01-Dec-97
$1,804.87 01-Mar-98 $254,629.71 54.90 SFD PRIMARY 1 15-Dec-97
$1,959.32 01-Mar-98 $293,771.56 95.00 SFD PRIMARY 1 17-Nov-97
$1,800.95 01-Mar-98 $263,586.86 80.00 SFD PRIMARY 1 19-Dec-97
$2,004.52 01-Mar-98 $279,403.75 90.00 SFD PRIMARY 1 17-Dec-97
$1,887.88 01-Mar-98 $269,799.62 69.30 SFD PRIMARY 1 21-Jan-98
$2,291.22 01-Mar-98 $315,562.04 80.00 SFD PRIMARY 1 05-Dec-97
$1,570.11 01-Mar-98 $235,611.99 76.20 SFD PRIMARY 1 09-Dec-97
$3,132.48 01-Mar-98 $447,332.96 74.00 SFD PRIMARY 1 19-Dec-97
$2,722.37 01-Mar-98 $379,461.86 69.10 SFD PRIMARY 1 08-Dec-97
$2,240.28 01-Mar-98 $319,922.95 89.90 SFD PRIMARY 1 15-Dec-97
$2,194.16 01-Mar-98 $309,532.32 74.10 SFD PRIMARY 1 15-Dec-97
$1,977.30 01-Mar-98 $275,609.14 80.00 SFD PRIMARY 1 16-Dec-97
$2,948.94 01-Mar-98 $421,122.04 80.00 PUD PRIMARY 1 22-Dec-97
$2,335.72 01-Mar-98 $329,520.80 80.00 SFD PRIMARY 1 17-Dec-97
$1,748.05 01-Mar-98 $243,654.45 74.00 SFD PRIMARY 1 09-Dec-97
$2,046.33 01-Mar-98 $311,238.31 77.90 SFD PRIMARY 1 09-Jan-98
$1,613.77 01-Mar-98 $227,501.79 80.00 SFD PRIMARY 1 15-Nov-97
$1,998.46 01-Mar-98 $281,939.98 80.00 SFD PRIMARY 1 19-Dec-97
$2,966.26 01-Mar-98 $408,249.82 78.70 SFD PRIMARY 1 24-Nov-97
$1,939.69 01-Mar-98 $270,366.57 95.00 SFD PRIMARY 1 15-Dec-97
$2,313.76 01-Mar-98 $333,284.93 78.70 SFD PRIMARY 1 19-Dec-97
$2,947.00 01-Mar-98 $430,982.88 80.00 CONDO PRIMARY 1 21-Nov-97
$1,740.17 01-Mar-98 $239,267.26 71.70 SFD PRIMARY 1 03-Dec-97
$1,678.11 01-Mar-98 $239,642.67 74.60 SFD PRIMARY 1 15-Dec-97
$2,066.85 01-Mar-98 $299,022.29 95.00 SFD PRIMARY 1 30-Jan-98
$3,328.26 01-Mar-98 $475,291.27 80.00 SFD PRIMARY 1 31-Dec-97
$1,873.20 01-Mar-98 $267,501.11 95.00 SFD PRIMARY 1 03-Dec-97
$1,896.27 01-Mar-98 $270,796.20 80.00 SFD PRIMARY 1 23-Dec-97
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
601831727 6711 WEST MERCER WAY MERCER ISLAND WA 98040
601832911 88A BEACH ST COHASSET MA 2025
601833353 19268 BRECKORIDGE LN HUNTINGTON BEACH CA 92648
601834504 RT 11 BOX 72A HARRISONBURG VA 22801
601836005 12577 NW HARTFORD ST PORTLAND OR 97229
601836937 23658 WINTERGREEN CIR NOVI MI 48374
601838347 11246 FITZSIMMONS LN UNION KY 41091
601840535 1328 BULRUSH CT CARLSBAD CA 92009
601840568 6568 ASHBURY CIR HUNTINGTON BEACH CA 92648
601840706 19250 BECKONRIDGE LN HUNTINGTON BEAC CA 92648
601842786 14 DOGWOOD LN BOONTON NJ 7005
601843798 912 HIDDEN OAK PLACE BRENTWOOD TN 37027
601845255 3396 LAKESIDE DR EUGENE OR 97401
601849384 14601 THICKET LN DAYTON MN 55327
601855203 33 HEIGHTS ROAD MANHASSET NY 11030
601855407 6455 WESTCHESTER PL CUMMING GA 30041
601859423 4200 CHURCHILL DOWNS AUSTIN TX 78746
601863418 #VALUE! FORT MYERS FL 33908
601866411 122 SCOTT HILL RD 1404 BEAVER CREEK CO 81620
601870861 1970 WOODSMAN GROVELAND TWP. MI 48462
601873717 4811 ISLAND POND CT 304 BONITA SPRINGS FL 34134
601874013 8545 35 MILE RD ROMEO MI 48065
601875252 1116 GRAY FOX LN FRANKLIN TN 37069
601875731 16816 GRAYS BAY BLVD WAYZATA MN 55391
601875946 16896 WILDERNESS WAY JACKSON CA 95642
601876607 15 BISHOPS CT SUGAR LAND TX 77479
601876652 6132 MT RUSHMORE CIR CASTRO VALLEY CA 94552
601882729 31272 VIA DEL VERDE SAN JUAN CAPISTRANO CA 92675
601882901 170 GILBERT AVE SANTA CLARA CA 95051
601883731 21 SAINT JOHN DR LAKE ZURICH IL 60047
601883899 731 YUROK CT FREMONT CA 94539
601889851 1911 VISTA GRANDE RD EL CAJON CA 92019
601889908 3516 N SHEFFIELD #IFS CHICAGO IL 60657
601890499 1912 FALLING STAR AVE THOUSAND OAKS CA 91362
601890650 16401 OTSEGO AVE ENCINO CA 91316
601890729 38 CYPRESS NECK RD LINCROFT NJ 7738
601890785 3745 SW 48TH PL PORTLAND OR 97221
601892139 9180 COUNTRY RD #116 CORCORAN MN 55374
601893700 520 WEST 110TH ST APT 4B NEW YORK NY 10025
601893777 1145 EDGEWATER DR ATLANTA GA 30328
601895110 7845 SW 165 ST MIAMI FL 33157
601896770 24 NEW DAWN IRVINE CA 92720
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- --------------------------------------------
<S> <C> <C> <C>
7.625 360 $227,550.00 01-Feb-98
8.000 360 $436,500.00 01-Feb-98
7.500 360 $455,900.00 01-Feb-98
7.500 360 $250,000.00 01-Feb-98
7.125 360 $292,500.00 01-Feb-98
7.750 360 $335,000.00 01-Feb-98
7.500 360 $322,500.00 01-Feb-98
7.000 360 $362,700.00 01-Apr-98
7.375 360 $416,100.00 01-Feb-98
7.375 360 $300,000.00 01-Feb-98
7.625 360 $270,000.00 01-Mar-98
7.500 360 $260,000.00 01-Feb-98
7.750 360 $260,000.00 01-Feb-98
8.125 360 $546,000.00 01-Feb-98
6.750 360 $500,000.00 01-Apr-98
7.625 360 $473,000.00 01-Feb-98
7.375 360 $815,000.00 01-Feb-98
7.625 360 $300,000.00 01-Feb-98
8.000 360 $740,000.00 01-Feb-98
7.625 360 $256,500.00 01-Apr-98
7.625 360 $304,000.00 01-Feb-98
7.875 360 $320,000.00 01-Feb-98
7.625 360 $280,000.00 01-Feb-98
7.750 360 $600,000.00 01-Feb-98
7.750 360 $329,600.00 01-Feb-98
7.250 360 $289,100.00 01-Feb-98
8.000 360 $237,500.00 01-Feb-98
7.375 360 $298,300.00 01-Feb-98
7.750 360 $292,600.00 01-Feb-98
7.750 360 $420,000.00 01-Feb-98
7.375 360 $504,400.00 01-Mar-98
7.750 360 $252,000.00 01-Feb-98
8.000 360 $236,600.00 01-Feb-98
7.250 360 $544,000.00 01-Mar-98
7.500 360 $294,000.00 01-Feb-98
7.250 360 $236,500.00 01-Feb-98
7.250 360 $296,250.00 01-Mar-98
7.750 360 $267,550.00 01-Feb-98
7.875 360 $232,000.00 01-Mar-98
7.250 360 $375,000.00 01-Mar-98
7.750 360 $300,000.00 01-Feb-98
7.625 360 $588,800.00 01-Feb-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$1,610.58 01-Mar-98 $226,818.28 45.70 SFD PRIMARY 1 19-Dec-97
$3,202.88 01-Mar-98 $435,912.29 62.90 SFD PRIMARY 1 30-Dec-97
$3,187.72 01-Mar-98 $455,221.20 80.00 PUD PRIMARY 1 26-Dec-97
$1,748.04 01-Mar-98 $249,627.76 79.90 SFD PRIMARY 1 23-Dec-97
$1,970.63 01-Mar-98 $292,030.79 75.00 PUD PRIMARY 1 24-Dec-97
$2,399.98 01-Mar-98 $331,724.48 66.40 SFD PRIMARY 1 19-Dec-97
$2,254.97 01-Mar-98 $320,525.10 73.30 SFD PRIMARY 1 17-Dec-97
$2,413.05 01-Mar-98 $362,700.00 80.00 PUD PRIMARY 1 10-Feb-98
$2,873.90 01-Mar-98 $415,464.82 80.00 PUD PRIMARY 1 26-Dec-97
$2,072.03 01-Mar-98 $298,538.96 65.30 PUD PRIMARY 1 17-Dec-97
$1,911.04 01-Mar-98 $269,804.59 62.80 SFD PRIMARY 1 02-Feb-98
$1,817.96 01-Mar-98 $259,311.94 69.40 SFD PRIMARY 1 23-Dec-97
$1,862.67 01-Mar-98 $259,631.79 80.00 SFD PRIMARY 1 05-Dec-97
$4,054.03 01-Mar-98 $545,283.27 78.00 SFD PRIMARY 1 24-Dec-97
$3,242.99 01-Mar-98 $500,000.00 53.00 SFD PRIMARY 1 04-Feb-98
$3,347.86 01-Mar-98 $472,313.15 78.90 SFD PRIMARY 1 16-Dec-97
$5,629.00 01-Mar-98 $813,755.89 57.90 SFD PRIMARY 1 23-Dec-97
$2,123.38 01-Mar-98 $298,200.54 79.00 CONDO SECOND-HOME 1 29-Dec-97
$5,429.86 01-Mar-98 $739,003.63 67.90 CONDO PRIMARY 1 29-Dec-97
$1,815.49 01-Mar-98 $256,500.00 76.60 SFD PRIMARY 1 06-Feb-98
$2,151.69 01-Mar-98 $303,558.56 80.00 CONDO SECOND-HOME 1 23-Dec-97
$2,320.22 01-Mar-98 $319,045.98 88.90 SFD PRIMARY 1 19-Dec-97
$1,981.82 01-Mar-98 $279,593.41 79.60 SFD PRIMARY 1 04-Dec-97
$4,298.47 01-Mar-98 $599,150.30 75.00 SFD PRIMARY 1 18-Dec-97
$2,361.29 01-Mar-98 $328,894.54 80.00 SFD PRIMARY 1 17-Dec-97
$1,972.17 01-Mar-98 $288,647.57 75.40 SFD PRIMARY 1 18-Dec-97
$1,742.69 01-Mar-98 $237,180.22 95.00 SFD PRIMARY 1 18-Dec-97
$2,060.28 01-Mar-98 $297,844.65 80.00 PUD PRIMARY 1 30-Dec-97
$2,096.22 01-Mar-98 $292,185.64 80.00 SFD PRIMARY 1 30-Dec-97
$3,008.93 01-Mar-98 $419,405.23 84.00 SFD PRIMARY 1 10-Dec-97
$3,483.77 01-Mar-98 $504,016.19 80.00 SFD PRIMARY 1 13-Jan-98
$1,805.36 01-Mar-98 $251,643.13 75.45 SFD PRIMARY 1 29-Dec-97
$1,736.09 01-Mar-98 $236,281.40 90.40 CONDO PRIMARY 1 19-Dec-97
$3,711.04 01-Mar-98 $540,286.67 80.00 SFD PRIMARY 1 09-Jan-98
$2,055.69 01-Mar-98 $293,562.26 70.00 PUD PRIMARY 1 26-Dec-97
$1,613.35 01-Mar-98 $236,129.89 76.30 SFD PRIMARY 1 18-Dec-97
$2,020.95 01-Mar-98 $296,018.89 75.00 SFD PRIMARY 1 02-Jan-98
$1,916.76 01-Mar-98 $267,171.12 78.20 SFD PRIMARY 1 19-Dec-97
$1,682.16 01-Mar-98 $231,840.34 80.00 SFD PRIMARY 1 08-Jan-98
$2,558.16 01-Mar-98 $374,707.47 64.90 SFD PRIMARY 1 12-Jan-98
$2,149.24 01-Mar-98 $299,575.15 92.40 SFD PRIMARY 1 29-Dec-97
$4,167.49 01-Mar-98 $587,939.55 80.00 PUD PRIMARY 1 22-Dec-97
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
601897361 7515 NE WEST PORT MADISON RD BAINBRIDGE ISLAND WA 98110
601897828 4918 FREDRICK AVE LA CRESCENTA CA 91214
601898749 8463 ABBINGTON CIRCLE NAPLES FL 34103
601899795 4 MEADOWS END WEBSTER NY 14580
601899988 42643 ARJAY DR MURRIETA CA 92562
601902120 7005 CATTAIL PL CARLSBAD CA 92009
601902676 106 LAUREL DR HURRICANE WV 25526
601902825 307 MACLAREN LANE LAKE BLUFF IL 60044
601910803 32623 DEEP FOREST RD EVERGREEN CO 80439
601911392 17503 CYPRESS GLEN CYPRESS TX 77429
601911699 731 BURMA RD FALLBROOK CA 92028
601911995 4310 ST MICHAELS CT SUGAR LAND TX 77479
601912020 11664 WILLS CREEK RD SAN DIEGO CA 92131
601915318 102 FOX RUN DR MANDEVILLE LA 70471
601916730 495 HOYT ST DARIEN CT 6820
601916774 70 ST GEORGE PLACE PALM BEACH GARDENS FL 33418
601916821 11 NEW DAWN IRVINE CA 92720
601919049 1393 BURNSIDE CT LONG GROVE IL 60047
601919130 20072 GREEN SPRING RD ABINGDON VA 24211
601919152 7440 W SHORE DR EDINA MN 55435
601919196 1509 E CATAMARAN DR GILBERT AZ 85234
601919232 2400 SUGARLOAF CLUB DR DULUTH GA 30096
601919265 202 RIVER BROOK CIR NORRISTOWN PA 19403
601919287 6 MEASOW BROOK CIR SHREWSBURY MA 1545
601919298 1307 WOODHEAD STREET HOUSTON TX 77019
601919356 7665 TREE RIDGE CT ATLANTA GA 30350
601919378 2508 HATCHER MOUNTAIN RD SEVIERVILLE TN 37862
601920678 146 NASSAU BLVD GARDEN CITY NY 11530
601922384 5005 BRUCE AVE MINNEAPOLIS MN 55424
601924832 30191 KINGS VALLEY EAST DR CONIFER CO 80433
601924854 6812 DAKOTA TRAIL EDINA MN 55435
601926300 11808 DOROTHY ST 301 LOS ANGELES CA 90049
601926399 68 RIVERVIEW RD IRVINGTON NY 10533
601926561 119 PINACLE RIDGE CT DANVILLE CA 94506
601926572 1145 ABERDEEN DR ANN ARBOR MI 48104
601932525 4841 SHEARWATER LN NAPLES FL 34119
601934435 47363 ADAMS CT PLYMOUTH MI 48170
601934572 730 PIERCY RD SAN JOSE CA 95138
601935697 19631 VISTA DEL VALLE SANTA ANA CA 92705
601936756 16681 BARUNA LN HUNTINGTON BEAC CA 92649
601936814 1308 ECHO VALLEY DRIVE SAN JOSE CA 95120
601937483 6430 REGENT ST OAKLAND CA 94606
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- ---------------------------------------------
<S> <C> <C> <C>
7.500 360 $290,400.00 01-Feb-98
7.625 360 $254,000.00 01-Feb-98
7.500 360 $295,000.00 01-Mar-98
7.750 360 $243,950.00 01-Feb-98
7.375 360 $528,000.00 01-Feb-98
7.375 360 $345,950.00 01-Feb-98
7.500 360 $292,550.00 01-Feb-98
7.500 360 $250,000.00 01-Feb-98
7.500 360 $412,500.00 01-Mar-98
7.375 360 $318,000.00 01-Feb-98
7.625 360 $370,000.00 01-Feb-98
7.375 360 $290,000.00 01-Feb-98
7.875 360 $336,000.00 01-Feb-98
7.500 360 $288,000.00 01-Feb-98
7.625 360 $365,000.00 01-Apr-98
7.500 360 $616,000.00 01-Mar-98
7.250 360 $418,300.00 01-Feb-98
7.250 360 $286,000.00 01-Mar-98
7.750 360 $297,500.00 01-Feb-98
7.250 360 $256,000.00 01-Feb-98
7.875 360 $301,500.00 01-Feb-98
7.625 360 $504,000.00 01-Feb-98
7.875 360 $247,000.00 01-Feb-98
7.750 360 $320,000.00 01-Feb-98
7.500 360 $242,250.00 01-Feb-98
7.500 360 $381,000.00 01-Mar-98
7.250 360 $236,000.00 01-Mar-98
7.375 360 $430,000.00 01-Mar-98
7.375 360 $275,400.00 01-Feb-98
7.625 360 $299,250.00 01-Feb-98
7.875 360 $318,000.00 01-Feb-98
7.750 360 $312,000.00 01-Feb-98
7.750 360 $440,000.00 01-Feb-98
7.875 360 $290,000.00 01-Feb-98
8.000 360 $250,000.00 01-Feb-98
7.875 360 $236,000.00 01-Feb-98
7.500 360 $325,000.00 01-Feb-98
7.375 360 $374,400.00 01-Feb-98
7.750 360 $470,700.00 01-Feb-98
7.500 360 $367,000.00 01-Feb-98
7.250 360 $520,000.00 01-Feb-98
7.750 360 $266,000.00 01-Mar-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$2,030.52 01-Mar-98 $289,093.88 80.00 SFD PRIMARY 1 24-Dec-97
$1,797.80 01-Mar-98 $253,631.15 72.60 SFD PRIMARY 1 11-Dec-97
$2,062.68 01-Mar-98 $294,781.07 93.70 CONDO PRIMARY 1 30-Jan-98
$1,747.69 01-Mar-98 $243,604.53 84.20 SFD PRIMARY 1 18-Dec-97
$3,646.76 01-Mar-98 $527,194.01 80.00 SFD PRIMARY 1 15-Dec-97
$2,389.39 01-Mar-98 $345,421.90 80.00 PUD PRIMARY 1 30-Dec-97
$2,045.55 01-Mar-98 $292,114.42 79.30 SFD PRIMARY 1 23-Dec-97
$1,748.04 01-Mar-98 $249,226.51 83.40 SFD PRIMARY 1 16-Dec-97
$2,884.26 01-Mar-98 $412,193.87 75.00 SFD PRIMARY 1 08-Jan-98
$2,196.35 01-Mar-98 $317,514.56 80.00 SFD PRIMARY 1 22-Dec-97
$2,618.84 01-Mar-98 $369,462.70 67.30 SFD PRIMARY 1 19-Dec-97
$2,002.96 01-Mar-98 $289,557.31 74.40 SFD PRIMARY 1 29-Dec-97
$2,436.23 01-Mar-98 $335,536.02 75.90 SFD PRIMARY 1 24-Dec-97
$2,013.74 01-Mar-98 $287,571.18 64.50 SFD PRIMARY 1 24-Dec-97
$2,583.45 01-Mar-98 $365,000.00 66.40 SFD PRIMARY 1 03-Feb-98
$4,307.16 01-Mar-98 $615,350.00 72.50 PUD PRIMARY 1 12-Jan-98
$2,853.54 01-Mar-98 $417,645.41 63.80 PUD PRIMARY 1 19-Dec-97
$1,951.02 01-Mar-98 $285,776.90 58.40 PUD PRIMARY 1 16-Jan-98
$2,131.33 01-Mar-98 $297,003.41 85.00 SFD PRIMARY 1 31-Dec-97
$1,746.37 01-Mar-98 $255,599.37 80.00 SFD PRIMARY 1 30-Dec-97
$2,186.08 01-Mar-98 $301,082.16 90.00 SFD PRIMARY 1 04-Dec-97
$3,567.28 01-Mar-98 $503,268.12 80.00 SFD PRIMARY 1 08-Dec-97
$1,790.92 01-Mar-98 $246,658.90 95.00 SFD PRIMARY 1 29-Dec-97
$2,292.52 01-Mar-98 $319,546.84 64.00 SFD PRIMARY 1 22-Dec-97
$1,693.85 01-Mar-98 $237,193.45 95.00 TOWNHOUSE PRIMARY 1 16-Dec-97
$2,664.01 01-Mar-98 $380,717.24 75.00 SFD PRIMARY 1 05-Jan-98
$1,609.94 01-Mar-98 $235,815.89 80.00 SFD SECOND-HOME 1 05-Jan-98
$2,969.90 01-Mar-98 $429,672.81 79.20 SFD PRIMARY 1 30-Jan-98
$1,902.12 01-Mar-98 $274,979.59 90.00 SFD PRIMARY 1 12-Dec-97
$2,118.07 01-Mar-98 $298,815.45 95.00 SFD PRIMARY 1 22-Dec-97
$2,305.72 01-Mar-98 $317,560.88 89.60 SFD PRIMARY 1 17-Dec-97
$2,235.21 01-Mar-98 $311,558.16 80.00 CONDO PRIMARY 1 09-Dec-97
$3,152.21 01-Mar-98 $439,376.91 80.00 SFD PRIMARY 1 29-Dec-97
$2,102.70 01-Mar-98 $289,599.55 78.40 SFD PRIMARY 1 24-Dec-97
$1,834.41 01-Mar-98 $249,663.38 64.30 SFD PRIMARY 1 23-Dec-97
$1,711.16 01-Mar-98 $235,674.11 75.00 SFD PRIMARY 1 19-Dec-97
$2,272.45 01-Mar-98 $324,516.09 58.20 SFD PRIMARY 1 24-Dec-97
$2,585.89 01-Mar-98 $373,828.47 80.00 SFD PRIMARY 1 23-Dec-97
$3,372.15 01-Mar-98 $468,773.68 76.60 SFD PRIMARY 1 21-Dec-97
$2,566.12 01-Mar-98 $366,453.56 77.30 SFD PRIMARY 1 19-Dec-97
$3,547.32 01-Mar-98 $519,186.25 80.00 SFD PRIMARY 1 19-Dec-97
$1,905.66 01-Mar-98 $265,812.26 62.60 SFD PRIMARY 1 09-Jan-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
601937699 5233 W RIVER BEND DRIVE LIBERTYVILLE IL 60048
601937768 15725 LAKE ST OMAHA NE 68116
601937939 12425 STRATFORD RIDGE CREVE COEUR MO 63141
601937973 157 HERWORTH DR CHESTERFIELD MO 63005
601937984 1044 ALDERBROOK LN SAN JOSE CA 95129
601938042 901 SAGE CT CUPERTINO CA 95014
601938075 3948 SW ARROYO DR SEATTLE WA 98146
601938122 58 RANDLETT PARK NEWTON MA 2165
601938235 5257 MILTON RD. CARLSBAD CA 92008
601938280 10116 NEDRA DR GREAT FALLS VA 22066
601938360 4139 FISHER RD GREEN BAY WI 54311
601938587 1781 S STONEBRIDGE ANN ARBOR MI 48108
601938736 3600 TORREY VIEW CT SAN DIEGO CA 92130
601938758 5220 ST ALBANS BAY RD SHOREWOOD MN 55331
601938883 20021 NE 188TH PL WOODINVILLE WA 98072
601938974 3592 TORREY VIEW CT SAN DIEGO CA 92130
601939101 513 STRATFORD RD FALLSTON MD 21047
601939225 LOT 7 BLUEBONNET RIDGE ROCKWALL TX 75087
601939577 406 S LINCOLN LN ARLINGTON HEIGHTS IL 60005
601939588 1464 23RD AVE SAN FRANCISCO CA 94122
601939657 8011-13 VENETIAN DR CLAYTON MO 63105
601939680 14257 MANDERLEIGH WOODS DR CHESTERFIELD MO 63017
601939782 3570 AVOCADO AVE MIAMI FL 33133
601940547 229 NELLS ROCK ROAD SHELTON CT 6484
601944610 50 CHESTNUT ST CLARENDON HILLS IL 60514
601944632 915 S MONROE HINSDALE IL 60521
601944836 12 SAGELAND CT SCOTTS VALLEY CA 95008
601945438 4991 CHARA CT SAN JOSE CA 95124
601945472 6043 MEADOW POINTE ROW LA JOLLA CA 92037
601945597 129 HILLTOP WAY SCOTTS VALLEY CA 95066
601948603 47A POCONO RIDGE RD BROOKFIELD CT 6804
601949114 15 CASSADAY COURT LIVERMORE CA 94550
601949410 244 FOREST AVE PALO ALTO CA 94301
601949487 3971 LAKE WA BLVD S SEATTLE WA 98118
601949498 12 GETNER TR NORWALK CT 6854
601949524 1315 CHOSSINGTON DR SAN JOSE CA 95131
601949784 6 BACON ST WINCHESTER MA 1890
601950016 26691 WARWICK CT LAKE FOREST CA 92630
601950027 239 DEVONSHIRE RD DEVON PA 19333
601950050 730 S LAKE DAVIS DR ORLANDO FL 32806
601950061 2275 SW 105TH TERR DAVIE FL 33324
601950425 1551 W EAST FORT RD PARK CITY UT 84098
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- ---------------------------------------------
<S> <C> <C> <C>
7.750 360 $465,000.00 01-Feb-98
7.625 360 $337,500.00 01-Mar-98
7.500 360 $374,000.00 01-Feb-98
7.500 360 $375,600.00 01-Feb-98
7.000 360 $310,000.00 01-Mar-98
7.750 360 $397,000.00 01-Feb-98
7.000 360 $247,000.00 01-Feb-98
7.500 360 $245,000.00 01-Mar-98
7.375 360 $251,100.00 01-Feb-98
6.875 360 $496,000.00 01-Feb-98
7.625 360 $251,500.00 01-Feb-98
7.875 360 $277,300.00 01-Feb-98
7.750 360 $375,700.00 01-Feb-98
7.250 360 $357,000.00 01-Feb-98
7.625 360 $285,000.00 01-Feb-98
7.250 360 $236,650.00 01-Feb-98
7.750 360 $260,700.00 01-Mar-98
7.500 360 $330,000.00 01-Mar-98
7.750 360 $242,250.00 01-Feb-98
7.500 360 $239,600.00 01-Feb-98
7.750 360 $285,500.00 01-Feb-98
7.625 360 $488,000.00 01-Feb-98
7.625 360 $243,000.00 01-Feb-98
7.875 360 $264,950.00 01-Mar-98
7.625 360 $320,000.00 01-Feb-98
7.625 360 $290,000.00 01-Feb-98
6.875 360 $400,000.00 01-Mar-98
7.875 360 $236,000.00 01-Feb-98
7.500 360 $393,250.00 01-Feb-98
7.625 360 $237,500.00 01-Feb-98
7.750 360 $246,000.00 01-Feb-98
7.875 360 $240,000.00 01-Feb-98
7.750 360 $382,000.00 01-Feb-98
6.625 360 $496,000.00 01-Mar-98
7.750 360 $320,000.00 01-Feb-98
7.875 360 $280,000.00 01-Feb-98
7.750 360 $348,000.00 01-Feb-98
7.875 360 $250,000.00 01-Feb-98
7.625 360 $229,400.00 01-Mar-98
7.625 360 $337,500.00 01-Mar-98
7.625 360 $325,000.00 01-Feb-98
7.500 360 $369,000.00 01-Feb-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$3,331.32 01-Mar-98 $464,341.49 76.90 SFD PRIMARY 1 19-Dec-97
$2,388.80 01-Mar-98 $337,255.73 80.00 SFD PRIMARY 1 02-Jan-98
$2,615.06 01-Mar-98 $373,443.15 79.00 PUD PRIMARY 1 17-Dec-97
$2,626.25 01-Mar-98 $375,040.76 79.10 SFD PRIMARY 1 26-Dec-97
$2,062.44 01-Mar-98 $309,745.89 68.90 SFD PRIMARY 1 27-Jan-98
$2,844.16 01-Mar-98 $394,431.33 79.90 SFD PRIMARY 1 19-Dec-97
$1,643.30 01-Mar-98 $245,739.77 73.80 SFD PRIMARY 1 18-Dec-97
$1,713.08 01-Mar-98 $244,818.17 74.30 SFD PRIMARY 1 23-Jan-98
$1,734.29 01-Mar-98 $250,716.68 80.00 SFD PRIMARY 1 26-Dec-97
$3,258.37 01-Mar-98 $495,164.21 80.00 SFD PRIMARY 1 30-Dec-97
$1,780.10 01-Mar-98 $251,134.79 69.90 SFD PRIMARY 1 26-Dec-97
$2,010.62 01-Mar-98 $276,417.07 71.20 SFD PRIMARY 1 19-Dec-97
$2,691.56 01-Mar-98 $375,167.96 80.00 SFD SECOND-HOME 1 20-Dec-97
$2,435.37 01-Mar-98 $356,441.33 64.40 SFD PRIMARY 1 23-Dec-97
$2,017.21 01-Mar-98 $284,586.15 79.20 SFD PRIMARY 1 15-Dec-97
$1,614.37 01-Mar-98 $236,279.67 58.70 SFD PRIMARY 1 16-Dec-97
$1,867.69 01-Mar-98 $260,345.77 95.00 PUD PRIMARY 1 19-Jan-98
$2,307.41 01-Mar-98 $329,755.09 80.00 SFD PRIMARY 1 03-Feb-98
$1,735.51 01-Mar-98 $241,906.94 95.00 SFD PRIMARY 1 19-Dec-97
$1,675.32 01-Mar-98 $239,243.25 80.00 SFD PRIMARY 1 22-Dec-97
$2,045.36 01-Mar-98 $285,095.68 75.20 SFD PRIMARY 1 18-Dec-97
$3,454.03 01-Mar-98 $487,291.36 71.00 SFD PRIMARY 1 24-Dec-97
$1,719.94 01-Mar-98 $242,647.13 90.00 SFD PRIMARY 1 29-Dec-97
$1,921.07 01-Mar-98 $264,767.66 95.00 SFD PRIMARY 1 23-Jan-98
$2,264.94 01-Mar-98 $319,529.53 61.00 SFD PRIMARY 1 30-Dec-97
$2,052.60 01-Mar-98 $289,578.86 64.50 SFD PRIMARY 1 30-Dec-97
$2,627.72 01-Mar-98 $399,663.95 88.90 SFD PRIMARY 1 06-Jan-98
$1,711.16 01-Mar-98 $235,272.80 72.70 SFD PRIMARY 1 15-Dec-97
$2,749.66 01-Mar-98 $392,664.48 75.00 SFD PRIMARY 1 22-Dec-97
$1,681.01 01-Mar-98 $236,955.11 70.70 SFD PRIMARY 1 30-Dec-97
$1,762.37 01-Mar-98 $245,651.64 72.40 SFD PRIMARY 1 24-Dec-97
$1,740.17 01-Mar-98 $239,668.58 80.00 SFD PRIMARY 1 16-Dec-97
$2,736.69 01-Mar-98 $381,332.01 69.50 CONDO PRIMARY 1 29-Dec-97
$3,175.94 01-Mar-98 $495,562.39 79.36 SFD PRIMARY 1 20-Jan-98
$2,292.52 01-Mar-98 $319,546.84 80.00 SFD PRIMARY 1 29-Dec-97
$2,030.19 01-Mar-98 $279,613.36 80.00 SFD PRIMARY 1 16-Dec-97
$2,493.11 01-Mar-98 $347,507.19 80.00 SFD PRIMARY 1 18-Dec-97
$1,812.67 01-Mar-98 $249,466.23 58.90 SFD PRIMARY 1 05-Dec-97
$1,623.68 01-Mar-98 $229,233.97 95.00 SFD PRIMARY 1 23-Jan-98
$2,388.80 01-Mar-98 $337,255.71 90.00 SFD PRIMARY 1 07-Jan-98
$2,300.33 01-Mar-98 $324,528.05 56.40 SFD PRIMARY 1 23-Dec-97
$2,580.10 01-Mar-98 $368,450.58 90.00 SFD PRIMARY 1 29-Dec-97
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
601950506 9270 KESWICK AVE N GRANT TWP MN 55082
601950528 6488 LITTLE FALLS DR SAN JOSE CA 95120
601950551 110 JAVA ST MORRO BAY CA 93442
601950573 18 MYSTIC VALLEY PKY WINCHESTER MA 1890
601950595 15788 IZORAH WAY LOS GATOS CA 95032
601950620 5241 GOULD AVE LA CANADA-FLINTRIDGE CA 91011
601950631 1310 CRESTVIEW AVE SEAL BEACH CA 90740
601950653 1867 LIMEREE LN MOUNTAIN VIEW CA 94040
601950697 1649 CHERLY WAY APTOS CA 95003
601950711 107 LOMA PL APTOS CA 95003
601950733 224 WILDHORSE WAY CHESTERFIELD MO 63005
601950813 428 WAWONA ST SAN FRANCISCO CA 94116
601950824 11692 WILLS CREEK RD SAN DIEGO CA 92131
601954418 1843 SEADRIFT DR CORONA DEL MAR CA 92625
601954430 2378 PANORAMA TERRACE LOS ANGELES CA 90039
601954635 468 HELEN DR MILLBRAE CA 94030
601955954 729 JOYCE LN INCLINE VILLAGE NV 89451
601956023 604 WESTON LANE AUSTIN TX 78733
601956045 9118 MCDONALD DR BETHESDA MD 20817
601956056 3211 BRADBURY RD LOS ALAMITOS CA 90720
601956067 9829 MCBROOM ST SUNLAND CA 91040
601956089 972 E CROSSWINDS DR SPANISH FORK UT 84660
601956090 2213 COPPERFIELD DR SAINT PAUL MN 55120
601956103 754 MACKLIN CT SAN JOSE CA 95133
601956125 12 SPYGLASS CT TIMONIUM MD 21093
601956147 14600 GOLDEN LEAF PL LOUISVILLE KY 40245
601956158 1106 BARTLETT CREEK CT SAN JOSE CA 95120
601956169 11769 TREADWELL DR POWAY CA 92064
601956170 27205 STAGEWOOD CT LAGUNA HILLS CA 92653
601956205 2804 FOREST BROOK CT ELLICOTT CITY MD 21042
601956227 11231 BRUNSWICK WAY SANTA ANA CA 92705
601956250 3540 S MEADOWS DR MESA AZ 85240
601956283 743 FAIRVIEW BARTLETT IL 60103
601956307 681 CEDAR VIEW CT SHOREVIEW MN 55126
601956318 224 LIGHTHOUSE TERRACE FRANKLIN TN 37064
601956329 1067 N MEADS AVE ORANGE CA 92869
601956330 4569 WESLEY CT MASON OH 45040
601956363 16925 5TH AVE N PLYMOUTH MN 55447
601956374 160 PLEASANT ST BIRMINGHAM MI 48009
601956385 908 PROSPECT HERMOSA BEACH CA 90254
601956396 223 W ISLIP RD WEST ISLIP NY 11795
601956410 583 REDSTONE DR BROOMFIELD CO 80020
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- --------------------------------------------------
<S> <C> <C> <C>
7.750 360 $300,000.00 01-Mar-98
7.750 360 $302,000.00 01-Feb-98
7.750 360 $312,000.00 01-Feb-98
7.625 360 $305,600.00 01-Mar-98
7.500 360 $283,000.00 01-Feb-98
7.625 360 $487,000.00 01-Feb-98
7.750 360 $293,000.00 01-Feb-98
7.625 360 $396,000.00 01-Feb-98
7.375 360 $296,000.00 01-Feb-98
7.750 360 $304,000.00 01-Mar-98
7.500 360 $282,500.00 01-Feb-98
7.500 360 $275,000.00 01-Apr-98
7.750 360 $300,000.00 01-Feb-98
7.750 360 $546,000.00 01-Feb-98
7.750 360 $272,000.00 01-Feb-98
7.875 360 $298,000.00 01-Mar-98
7.375 360 $244,000.00 01-Feb-98
7.000 360 $465,700.00 01-Feb-98
7.500 360 $418,000.00 01-Feb-98
7.750 360 $275,000.00 01-Feb-98
7.750 360 $400,000.00 01-Feb-98
7.500 360 $353,000.00 01-Mar-98
7.750 360 $238,000.00 01-Mar-98
7.500 360 $328,000.00 01-Feb-98
7.250 360 $239,000.00 01-Mar-98
7.500 360 $330,000.00 01-Feb-98
7.750 360 $314,000.00 01-Mar-98
7.250 360 $372,200.00 01-Feb-98
7.750 360 $343,400.00 01-Mar-98
7.625 360 $257,000.00 01-Feb-98
7.875 360 $290,400.00 01-Feb-98
7.125 360 $233,900.00 01-Feb-98
7.625 360 $243,000.00 01-Mar-98
7.250 360 $450,000.00 01-Mar-98
7.625 360 $235,300.00 01-Feb-98
7.875 360 $380,000.00 01-Feb-98
7.750 360 $256,500.00 01-Feb-98
7.250 360 $280,000.00 01-Mar-98
7.625 360 $278,250.00 01-Feb-98
7.875 360 $250,000.00 01-Mar-98
7.750 360 $320,000.00 01-Feb-98
7.625 360 $265,000.00 01-Mar-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$2,149.24 01-Mar-98 $299,788.26 75.00 SFD PRIMARY 1 09-Jan-98
$2,163.56 01-Mar-98 $301,572.34 63.60 SFD PRIMARY 1 23-Dec-97
$2,235.21 01-Mar-98 $311,558.16 80.00 SFD SECOND-HOME 1 17-Dec-97
$2,163.02 01-Mar-98 $305,378.81 80.00 SFD PRIMARY 1 08-Jan-98
$1,978.78 01-Mar-98 $282,578.63 54.00 SFD PRIMARY 1 17-Dec-97
$3,446.96 01-Mar-98 $486,292.80 75.00 SFD PRIMARY 1 25-Dec-97
$2,099.09 01-Mar-98 $292,385.07 75.20 SFD PRIMARY 1 31-Dec-97
$2,802.86 01-Mar-98 $395,224.96 59.20 SFD PRIMARY 1 30-Dec-97
$2,044.40 01-Mar-98 $295,548.15 80.00 SFD PRIMARY 1 24-Dec-97
$2,177.89 01-Mar-98 $303,785.44 71.60 SFD SECOND-HOME 1 31-Dec-97
$1,975.28 01-Mar-98 $281,656.14 77.20 PUD PRIMARY 1 26-Dec-97
$1,922.84 01-Mar-98 $275,000.00 71.50 SFD PRIMARY 1 05-Feb-98
$2,149.24 01-Mar-98 $299,575.15 79.60 SFD PRIMARY 1 21-Dec-97
$3,911.61 01-Mar-98 $545,226.79 72.80 SFD PRIMARY 1 24-Dec-97
$1,948.64 01-Mar-98 $271,614.82 80.00 SFD PRIMARY 1 23-Dec-97
$2,160.71 01-Mar-98 $297,794.92 70.20 SFD PRIMARY 1 09-Jan-98
$1,685.25 01-Mar-98 $242,998.66 68.80 SFD PRIMARY 1 18-Dec-97
$3,098.31 01-Mar-98 $464,934.32 71.10 SFD PRIMARY 1 15-Dec-97
$2,922.72 01-Mar-98 $413,803.89 78.20 SFD PRIMARY 1 17-Dec-97
$1,970.13 01-Mar-98 $274,574.33 79.80 SFD PRIMARY 1 27-Dec-97
$2,865.65 01-Mar-98 $399,433.54 77.00 SFD PRIMARY 1 30-Dec-97
$2,468.23 01-Mar-98 $352,738.02 79.40 SFD PRIMARY 1 07-Jan-98
$1,705.06 01-Mar-98 $237,656.63 74.40 SFD PRIMARY 1 02-Jan-98
$2,293.42 01-Mar-98 $327,511.64 80.00 SFD PRIMARY 1 26-Dec-97
$1,630.40 01-Mar-98 $238,813.56 62.10 PUD PRIMARY 1 22-Jan-98
$2,307.41 01-Mar-98 $329,508.65 75.00 SFD PRIMARY 1 02-Jan-98
$2,249.53 01-Mar-98 $313,778.39 55.10 SFD PRIMARY 1 09-Jan-98
$2,539.06 01-Mar-98 $371,617.54 85.00 SFD PRIMARY 1 15-Dec-97
$2,460.16 01-Mar-98 $343,157.63 57.30 SFD PRIMARY 1 07-Jan-98
$1,819.03 01-Mar-98 $255,961.75 79.50 SFD PRIMARY 1 26-Dec-97
$2,105.60 01-Mar-98 $289,998.99 78.50 SFD PRIMARY 1 31-Dec-97
$1,575.83 01-Mar-98 $233,523.67 90.00 SFD PRIMARY 1 22-Dec-97
$1,719.94 01-Mar-98 $242,670.26 79.70 SFD PRIMARY 1 09-Jan-98
$3,069.79 01-Mar-98 $449,648.96 75.00 SFD PRIMARY 1 14-Jan-98
$1,665.44 01-Mar-98 $234,958.31 95.00 SFD PRIMARY 1 30-Dec-97
$2,755.26 01-Mar-98 $379,475.26 78.90 SFD PRIMARY 1 24-Dec-97
$1,837.60 01-Mar-98 $256,136.75 75.30 SFD PRIMARY 1 31-Dec-97
$1,910.09 01-Mar-98 $279,781.57 80.00 SFD PRIMARY 1 21-Jan-98
$1,969.44 01-Mar-98 $277,845.94 62.90 SFD PRIMARY 1 18-Dec-97
$1,812.67 01-Mar-98 $249,789.33 78.90 SFD PRIMARY 1 02-Jan-98
$2,292.52 01-Mar-98 $319,500.99 59.30 SFD PRIMARY 1 22-Dec-97
$1,875.65 01-Mar-98 $264,808.20 73.70 SFD PRIMARY 1 13-Jan-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
601956432 710 BERKELEY AVE MENLO PARK CA 94025
601956443 600 S CLIFTON PARK RIDGE IL 60068
601956454 14315 WAINRIDGE CHESTERFIELD MO 63017
601956487 145 CRESTVIEW AVE CAMARILLO CA 93010
601956502 46457 PASEO PADRE PKY FREMONT CA 94539
601956535 3465 BARRISTERS KEEPE CIR FAIRFAX VA 22031
601956897 3117 BLOOMFIELD SHORE WEST BLOOMFIELD MI 48323
601957503 28 BARNEY LN MONTVILLE NJ 7082
601958116 22948 CRICKET HILL RD CUPERTINO CA 95014
601958888 3608 TORREY VIEW COURT SAN DIEGO CA 92130
601959048 7956 STEEPLECHASE DR PALM BEACH GARDENS FL 33418
601959106 2705 REDDING DRIVE PLANO TX 75093
601959516 10195 HARMONY CIR EDEN PRAIRIE MN 55347
601959845 1815 W SCHOOL CHICAGO IL 60657
601960121 39710 COVEY CT HAMILTON VA 20111
601960848 21 LOVERS LN MADISON CT 6443
601961656 22479 HAVERGALE NOVI MI 48374
601961689 17851 S QUIVIRA RD OLATHE KS 66062
601964329 93 BRIGHTON AVE BOLINAS CA 94924
601964396 475 GLENRIDGE KEY BISCAYNE FL 33149
601964432 6 MENLO AISLE IRVINE CA 92612
601964739 3763 CENTURY DR CAMPBELL CA 95008
601964900 19256 BECKONRIDGE LN HUNTINGTON BEACH CA 92648
601966991 2 PRINCETON AVENUE FORT MITCHELL KY 41017
601968196 78 ESTATE DR DEERFIELD IL 60015
601968367 105 PASEO DE GRANADA TORRANCE CA 90277
601968620 9075 S CANYON GATE CIR SANDY UT 84093
601968802 1587 FIFTH AVE BELMONT CA 94002
601969017 310 WOOD ST PACIFIC GROVE CA 93950
601969643 3559 KIPLING HOWELL MI 48843
601970203 3521 WILLIAMSBURG RD DAVIDSONVILLE MD 21035
601970270 4088 SUGAR MAPLE DR DANVILLE CA 94506
601970394 49 ANDOVER RD ROSLYN HEIGHTS NY 11577
601970533 1005 LIVE OAK TERRACE SUNNYVALE CA 94086
601970566 99 PLAINFIELD STREET NEWTON MA 2168
601970624 826 PARKWOOD CT MC KINNEY TX 75070
601970679 701 PEBBLE BEACH DR SILVER SPRING MD 20904
601970726 4112 GREENWAY BALTIMORE MD 21218
601970884 5490 CHAMPION CREEK BLVD MEDINA OH 44256
601970895 14350 OAK AVE LAKE FOREST IL 60045
601970942 44973 COUGAR CIRCLE FREMONT CA 94539
601970964 3510 E SCHUBER PL SEATTLE WA 98122
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- ---------------------------------------------------
<S> <C> <C> <C>
7.750 360 $437,000.00 01-Feb-98
7.500 360 $334,000.00 01-Mar-98
7.500 360 $405,000.00 01-Mar-98
7.500 360 $364,000.00 01-Feb-98
7.625 360 $476,700.00 01-Feb-98
6.875 360 $236,000.00 01-Feb-98
7.875 360 $230,000.00 01-Feb-98
7.875 360 $260,000.00 01-Mar-98
7.250 360 $240,000.00 01-Mar-98
7.500 360 $300,050.00 01-Feb-98
7.625 360 $264,800.00 01-Feb-98
7.250 360 $417,200.00 01-Feb-98
7.875 360 $279,500.00 01-Feb-98
7.500 360 $400,000.00 01-Feb-98
7.500 360 $245,000.00 01-Mar-98
7.375 360 $420,000.00 01-Mar-98
7.250 360 $271,500.00 01-Feb-98
7.500 360 $373,500.00 01-Mar-98
7.625 360 $341,600.00 01-Feb-98
7.500 360 $280,000.00 01-Feb-98
7.250 360 $251,100.00 01-Mar-98
7.875 360 $245,700.00 01-Feb-98
7.500 360 $335,000.00 01-Feb-98
7.625 360 $253,800.00 01-Feb-98
7.625 360 $460,000.00 01-Mar-98
7.875 360 $305,500.00 01-Feb-98
7.375 360 $450,000.00 01-Feb-98
7.875 360 $255,000.00 01-Feb-98
7.500 360 $336,000.00 01-Mar-98
7.625 360 $263,500.00 01-Mar-98
7.375 360 $249,600.00 01-Feb-98
7.500 360 $265,500.00 01-Feb-98
7.375 360 $338,250.00 01-Apr-98
7.500 360 $250,000.00 01-Mar-98
7.250 360 $650,000.00 01-Mar-98
7.750 360 $280,050.00 01-Feb-98
7.625 360 $240,000.00 01-Mar-98
7.625 360 $540,000.00 01-Feb-98
7.750 360 $414,350.00 01-Feb-98
7.875 360 $285,000.00 01-Mar-98
7.875 360 $497,000.00 01-Mar-98
7.625 360 $332,500.00 01-Feb-98
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$3,130.72 01-Mar-98 $436,381.15 26.60 SFD PRIMARY 1 14-Dec-97
$2,335.38 01-Mar-98 $333,652.12 73.50 SFD PRIMARY 1 23-Jan-98
$2,831.82 01-Mar-98 $404,699.43 73.00 SFD PRIMARY 1 09-Jan-98
$2,545.14 01-Mar-98 $362,958.03 75.90 SFD PRIMARY 1 29-Dec-97
$3,374.05 01-Mar-98 $475,306.71 79.50 SFD PRIMARY 1 22-Dec-97
$1,550.35 01-Mar-98 $235,602.33 80.00 SFD PRIMARY 1 30-Dec-97
$1,667.66 01-Mar-98 $229,682.40 73.40 SFD PRIMARY 1 19-Dec-97
$1,885.18 01-Mar-98 $259,821.07 74.30 SFD PRIMARY 1 12-Jan-98
$1,637.22 01-Mar-98 $239,812.00 63.20 SFD PRIMARY 1 23-Jan-98
$2,097.99 01-Mar-98 $299,603.25 80.00 SFD PRIMARY 1 22-Dec-97
$1,874.24 01-Mar-98 $264,415.47 80.00 PUD PRIMARY 1 23-Dec-97
$2,846.04 01-Mar-98 $416,547.12 80.00 SFD PRIMARY 1 30-Dec-97
$2,026.57 01-Mar-98 $279,114.04 76.60 SFD PRIMARY 1 15-Dec-97
$2,796.86 01-Mar-98 $399,404.42 80.00 SFD PRIMARY 1 02-Jan-98
$1,713.08 01-Mar-98 $244,818.17 61.30 SFD PRIMARY 1 28-Jan-98
$2,900.84 01-Mar-98 $419,057.77 72.50 SFD PRIMARY 1 13-Jan-98
$1,852.11 01-Mar-98 $271,075.12 90.00 SFD PRIMARY 1 15-Dec-97
$2,611.57 01-Mar-98 $373,222.81 90.00 SFD PRIMARY 1 09-Jan-98
$2,417.82 01-Mar-98 $341,103.95 79.10 SFD SECOND-HOME 1 18-Dec-97
$1,957.80 01-Mar-98 $279,583.10 80.00 SFD PRIMARY 1 26-Dec-97
$1,712.94 01-Mar-98 $250,904.12 90.00 CONDO PRIMARY 1 09-Jan-98
$1,781.50 01-Mar-98 $245,360.71 76.80 SFD PRIMARY 1 20-Dec-97
$2,342.37 01-Mar-98 $334,501.21 63.00 SFD PRIMARY 1 29-Dec-97
$1,796.38 01-Mar-98 $253,431.45 89.10 SFD PRIMARY 1 23-Dec-97
$3,255.85 01-Mar-98 $459,667.07 60.60 SFD PRIMARY 1 15-Jan-98
$2,215.09 01-Mar-98 $305,078.12 79.40 SFD PRIMARY 1 14-Dec-97
$3,108.04 01-Mar-98 $449,313.06 75.00 SFD PRIMARY 1 31-Dec-97
$1,848.93 01-Mar-98 $254,647.87 63.80 SFD PRIMARY 1 19-Dec-97
$2,349.36 01-Mar-98 $335,750.64 78.90 SFD PRIMARY 1 31-Dec-97
$1,865.04 01-Mar-98 $263,167.58 79.90 SFD PRIMARY 1 02-Feb-98
$1,723.93 01-Mar-98 $249,218.97 80.00 SFD PRIMARY 1 02-Jan-98
$1,856.41 01-Mar-98 $265,104.70 52.10 SFD PRIMARY 1 14-Dec-97
$2,336.21 01-Mar-98 $338,250.00 75.00 SFD PRIMARY 1 02-Feb-98
$1,748.04 01-Mar-98 $249,814.46 72.50 PUD PRIMARY 1 12-Jan-98
$4,434.15 01-Mar-98 $649,492.93 74.00 SFD PRIMARY 1 15-Jan-98
$2,006.31 01-Mar-98 $279,653.42 95.00 SFD PRIMARY 1 23-Dec-97
$1,698.70 01-Mar-98 $239,826.30 70.30 SFD PRIMARY 1 22-Jan-98
$3,822.09 01-Mar-98 $539,215.84 77.60 SFD PRIMARY 1 31-Dec-97
$2,968.45 01-Mar-98 $413,325.76 69.70 SFD PRIMARY 1 26-Dec-97
$2,066.45 01-Mar-98 $284,803.86 82.70 SFD PRIMARY 1 30-Jan-98
$3,603.59 01-Mar-98 $496,657.97 75.90 SFD PRIMARY 1 16-Jan-98
$2,353.41 01-Mar-98 $332,017.17 75.60 SFD PRIMARY 1 22-Dec-97
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
601970986 1131 RUNNYMEDE DR SAN JOSE CA 95117
601970997 5906 DEERLAND CT SAN JOSE CA 95124
601972637 1324 N CALIFORNIA ST BURBANK CA 91505
601973718 1940 S CHEST DR LOS ANGELES CA 90034
601973785 2420 TAPESTRY WAY PLEASANTON CA 94588
601973810 13636 E CAMILLA WHITTIER CA 90601
601974047 36 CREST ROAD PIEDMONT CA 94611
601974105 2754 ALDWORTH DR SAN JOSE CA 95148
601974138 12 SHARP PL SAN FRANCISCO CA 94109
601974149 26132 HITCHING RAIL RD LAGUNA HILLS CA 92653
601975093 4041 N LOWELL CHICAGO IL 60641
601976551 2 HEWLETT LANE PORT WASHINGTON NY 11050
601976915 493 W WESTFORD ST CARLISLE MA 1741
601978600 795 HILMAR ST SANTA CLARA CA 95050
601978859 23322 DESERTWOOD ST LAKE FOREST CA 92630
601978871 6634 E MAPLEGROVE AGOURA HILLS CA 91301
601978951 19547 ANADALE DR TARZANA CA 91356
601978984 18 BAYLEAF DR IRVINE CA 92720
601979122 3981 NW STARVIEW PL PORTLAND OR 97229
601979554 1109 COLONIAL LN SAN JOSE CA 95132
601979667 4920 WHISPERING GROVE LN BILLINGS MT 59106
601979827 215 SILVER SAGE DR W CRESTED BUTTE CO 81224
601980933 422 FARMINGTON DR LAFAYETTE LA 70503
601980999 25660 SW KIMBERLY DR WEST LINN OR 97068
601981295 1212 SUMMIT OAKS DRIVE BURNSVILLE MN 55337
601981397 3692 KEMPTON DR LOS ALAMITOS CA 90720
601981488 3628 MICHELLE DR TORRANCE CA 90503
601981672 8914 FALLS FARM DR POTOMAC MD 20854
601981694 6330 NORTH SHORT CT WEST BLOOMFIELD MI 48324
601984016 3542 EDGEMAN CT SAN JOSE CA 95148
601984107 130 ESTRELLA RD FREMONT CA 94539
601984196 970 WALLACE DR SAN JOSE CA 95120
601985814 18005 34TH AVE N PLYMOUTH MN 55447
601988281 45 E MADISON AVE FLORHAM PARK NJ 7932
601993357 2732 LARAMIE GATE CIR PLEASANTON CA 94566
601993380 16688 ANNA'S WAY CHESTERFIELD MO 63005
601993448 1954 ROCHAMBEAU DR MALVERN PA 19355
601993529 9820 LAKE DR C-15 MYRTLE BEACH SC 29572
601993541 151 PEBBLE LN ALAMO CA 94507
601993552 985 CARTIER LN FOSTER CITY CA 94404
601993563 5453 S HAVEN LN SALT LAKE CITY UT 84117
601993609 1019 WAGNER RD BALTIMORE MD 21204
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- --------------------------------------------
<S> <C> <C> <C>
7.875 360 $246,000.00 01-Feb-98
7.875 360 $415,000.00 01-Feb-98
7.625 360 $257,500.00 01-Mar-98
7.875 360 $328,000.00 01-Feb-98
7.750 360 $313,650.00 01-Apr-98
7.250 360 $233,600.00 01-Mar-98
7.500 360 $363,000.00 01-Feb-98
7.875 360 $275,000.00 01-Feb-98
7.500 360 $400,000.00 01-Mar-98
7.875 360 $310,000.00 01-Feb-98
7.625 360 $252,000.00 01-Feb-98
7.500 360 $360,000.00 01-Apr-98
7.125 360 $337,000.00 01-Feb-98
7.500 360 $280,000.00 01-Feb-98
7.750 360 $234,500.00 01-Feb-98
7.875 360 $263,000.00 01-Feb-98
7.375 360 $450,000.00 01-Mar-98
7.375 360 $428,000.00 01-Feb-98
7.375 360 $279,900.00 01-Feb-98
7.875 360 $260,000.00 01-Feb-98
7.875 360 $400,000.00 01-Feb-98
7.750 360 $315,000.00 01-Mar-98
7.125 360 $258,000.00 01-Feb-98
7.375 360 $311,200.00 01-Feb-98
7.500 360 $305,800.00 01-Mar-98
7.750 360 $254,400.00 01-Mar-98
7.875 360 $247,300.00 01-Mar-98
7.625 360 $264,400.00 01-Feb-98
7.875 360 $250,000.00 01-Feb-98
7.750 360 $330,000.00 01-Mar-98
7.875 360 $315,000.00 01-Feb-98
7.875 360 $274,000.00 01-Mar-98
7.375 360 $240,000.00 01-Feb-98
7.625 360 $240,000.00 01-Feb-98
7.750 360 $244,600.00 01-Mar-98
7.375 360 $496,000.00 01-Mar-98
7.000 360 $300,000.00 01-Mar-98
7.500 360 $234,800.00 01-Mar-98
7.500 360 $448,000.00 01-Mar-98
7.875 360 $241,000.00 01-Mar-98
7.500 360 $525,000.00 01-Apr-98
7.625 360 $350,000.00 01-Mar-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$1,783.67 01-Mar-98 $245,660.30 56.00 SFD PRIMARY 1 23-Dec-97
$3,009.04 01-Mar-98 $414,426.92 63.90 SFD PRIMARY 1 29-Dec-97
$1,822.57 01-Mar-98 $257,313.63 87.30 SFD PRIMARY 1 13-Jan-98
$2,378.23 01-Mar-98 $327,543.51 80.00 SFD PRIMARY 1 23-Dec-97
$2,247.03 01-Mar-98 $313,650.00 80.00 SFD PRIMARY 1 12-Feb-98
$1,593.56 01-Mar-98 $233,417.77 76.10 SFD PRIMARY 1 21-Jan-98
$2,538.15 01-Mar-98 $362,459.52 47.80 SFD PRIMARY 1 30-Dec-97
$1,993.94 01-Mar-98 $274,613.85 67.60 SFD PRIMARY 1 24-Dec-97
$2,796.86 01-Mar-98 $399,703.14 56.80 CONDO PRIMARY 1 08-Jan-98
$2,247.72 01-Mar-98 $309,571.91 63.30 SFD PRIMARY 1 18-Dec-97
$1,783.64 01-Mar-98 $251,634.06 68.20 SFD PRIMARY 1 19-Dec-97
$2,517.17 01-Mar-98 $360,000.00 78.30 SFD PRIMARY 1 11-Feb-98
$2,270.43 01-Mar-98 $336,459.42 74.90 SFD PRIMARY 1 24-Dec-97
$1,957.80 01-Mar-98 $279,583.10 80.00 SFD PRIMARY 1 29-Dec-97
$1,679.99 01-Mar-98 $234,167.91 84.90 SFD PRIMARY 1 19-Dec-97
$1,906.93 01-Mar-98 $262,227.25 78.60 SFD PRIMARY 1 24-Dec-97
$3,108.04 01-Mar-98 $449,657.58 80.00 SFD PRIMARY 1 30-Jan-98
$2,956.09 01-Mar-98 $427,346.66 79.30 SFD PRIMARY 1 18-Dec-97
$1,933.20 01-Mar-98 $279,472.73 80.00 SFD PRIMARY 1 23-Dec-97
$1,885.18 01-Mar-98 $259,640.97 69.40 SFD PRIMARY 1 15-Dec-97
$2,900.28 01-Mar-98 $399,447.63 88.90 SFD PRIMARY 1 26-Dec-97
$2,256.70 01-Mar-98 $314,529.69 67.10 SFD PRIMARY 1 02-Jan-98
$1,738.19 01-Mar-98 $257,586.15 74.80 SFD PRIMARY 1 30-Dec-97
$2,149.38 01-Mar-98 $310,724.95 80.00 SFD PRIMARY 1 26-Dec-97
$2,138.20 01-Mar-98 $305,573.05 78.50 SFD PRIMARY 1 08-Jan-98
$1,822.55 01-Mar-98 $254,042.45 80.00 SFD PRIMARY 1 08-Jan-98
$1,793.10 01-Mar-98 $247,129.81 78.60 SFD PRIMARY 1 05-Jan-98
$1,871.41 01-Mar-98 $264,016.05 80.00 SFD PRIMARY 1 23-Dec-97
$1,812.67 01-Mar-98 $249,654.77 67.60 SFD PRIMARY 1 19-Dec-97
$2,364.16 01-Mar-98 $329,767.09 77.00 SFD PRIMARY 1 07-Jan-98
$2,283.97 01-Mar-98 $301,858.69 70.00 SFD PRIMARY 1 22-Dec-97
$1,986.69 01-Mar-98 $273,811.44 68.50 TOWNHOUSE PRIMARY 1 07-Jan-98
$1,657.62 01-Mar-98 $239,633.64 78.70 SFD PRIMARY 1 19-Dec-97
$1,698.70 01-Mar-98 $239,651.50 75.00 SFD PRIMARY 1 31-Dec-97
$1,752.34 01-Mar-98 $244,427.37 76.70 SFD PRIMARY 1 09-Jan-98
$3,425.75 01-Mar-98 $495,622.58 68.50 SFD PRIMARY 1 08-Jan-98
$1,995.91 01-Mar-98 $299,754.09 57.70 SFD PRIMARY 1 05-Jan-98
$1,641.76 01-Mar-98 $234,625.74 80.00 CONDO SECOND-HOME 1 30-Jan-98
$3,132.48 01-Mar-98 $447,667.52 80.00 SFD PRIMARY 1 16-Jan-98
$1,747.42 01-Mar-98 $240,581.56 72.00 SFD PRIMARY 1 07-Jan-98
$3,670.88 01-Mar-98 $525,000.00 59.00 SFD PRIMARY 1 13-Feb-98
$2,477.28 01-Mar-98 $349,746.68 74.10 SFD PRIMARY 1 15-Jan-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- ----------------------------------------------------------------------------
<C> <S> <C> <C> <C>
601993610 3594 TORREY VIEW CT SAN DIEGO CA 92130
601994018 1823 MILFORD AVE HOUSTON TX 77098
601994132 24414 MALIBU RD MALIBU CA 90265
601994860 17 SIROS LAGUNA NIGUEL CA 92677
601994893 13308 JONATHAN PARK LANE POWAY CA 92064
601995246 1003 GILBERT PL BRENTWOOD TN 37027
601997099 2011 GEDDES AVE ANN ARBOR MI 48104
601997340 5 SCARBOROUGH RD SIMSBURY CT 6070
601997669 48 EASTOVER RD STAMFORD CT 6905
601998604 585 W CEDAR ST ZIONSVILLE IN 46077
602000085 3 PICCADILLY SQ PENFIELD NY 14625
602000962 1517 NC 97 HWY ZEBULON NC 27597
602001941 108 WAHWAHTAYSEE WAY BATTLE CREEK MI 49015
602002361 675 N HUNDLEY ST HOFFMAN ESTATES IL 60194
602002533 5857 VIA CUESTA EL PASO TX 79912
602002828 17312 MADERA LN HUNTINGTON BEACH CA 92647
602002862 0658 HOMESTEAD DR EDWARDS CO 81632
602002920 171 CASTRO LN FREMONT CA 94539
602004706 3462 ASHBOURNE PL ROWLAND HEIGHTS CA 91748
602004819 3558 WALTON WAY SAN JOSE CA 95117
602005057 23 CANTERBURY ST ANDOVER MA 1810
602006047 1301 NORTH DEARBORN UNIT 505 CHICAGO IL 60611
602006183 21571 DAKAR LN HUNTINGTON BEACH CA 92646
602006285 10427 ORANGE GROVE DR TAMPA FL 33618
602006354 5210 RESERVE DR DUBLIN OH 43017
602006593 11645 PETENWELL RD SAN DIEGO CA 92131
602006640 1329 OBERON WAY MC LEAN VA 22102
602006720 2525 ANNE LANE NORTHBROOK IL 60062
602006844 67 WHISPERING WOODS RD GUILFORD CT 6437
602008016 321 GINGER CT SAN RAMON CA 94583
602008049 300 LAUDERDALE RD NASHVILLE TN 37205
602009585 3114 BARTON POINT DRIVE AUSTIN TX 78733
602010726 2 SEAVER ST WELLESLEY MA 2181
602011113 4028 BYRON ST HOUSTON TX 77005
602011420 18586 GARNET LN HUNTINGTON BEACH CA 92648
602011716 906 BELLIS ST NEWPORT BEACH CA 92660
602011727 26139 N TWAINE PL #VALUE! CA 91381
602012487 1930 NORFOLK HOUSTON TX 77098
602013934 12701 W 129TH ST OVERLAND PARK KS 66213
602014387 564 EAST SPRUCE GLEN RD SALT LAKE CITY UT 84107
602014855 28 N BAYLIS AVE PORT WASHINGTON NY 11050
602014968 2747 N SEMINARY AVE CHICAGO IL 60614
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- ---------------------------------------------
<S> <C> <C> <C>
7.250 360 $293,000.00 01-Feb-98
7.375 360 $255,200.00 01-Feb-98
7.625 360 $800,000.00 01-Feb-98
7.500 360 $296,000.00 01-Mar-98
7.625 360 $256,500.00 01-Feb-98
7.750 360 $254,000.00 01-Feb-98
8.000 360 $235,000.00 01-Mar-98
7.500 360 $315,000.00 01-Feb-98
7.750 360 $292,000.00 01-Mar-98
7.500 360 $275,000.00 01-Mar-98
7.750 360 $247,000.00 01-Mar-98
7.875 360 $240,000.00 01-Feb-98
7.625 360 $247,500.00 01-Apr-98
7.625 360 $230,000.00 01-Mar-98
7.000 360 $256,500.00 01-Mar-98
7.625 360 $260,000.00 01-Mar-98
7.375 360 $300,000.00 01-Feb-98
7.625 360 $320,000.00 01-Mar-98
7.375 360 $249,400.00 01-Feb-98
6.875 360 $285,000.00 01-Mar-98
7.750 360 $244,000.00 01-Mar-98
7.375 360 $261,200.00 01-Mar-98
7.875 360 $258,000.00 01-Mar-98
7.500 360 $243,000.00 01-Mar-98
7.500 360 $355,000.00 01-Mar-98
7.750 360 $268,000.00 01-Feb-98
7.500 360 $347,900.00 01-Mar-98
8.000 360 $418,000.00 01-Feb-98
7.500 360 $272,000.00 01-Mar-98
7.250 360 $340,000.00 01-Mar-98
7.375 360 $240,000.00 01-Feb-98
7.250 360 $333,600.00 01-Mar-98
6.875 360 $295,000.00 01-Mar-98
7.250 360 $259,100.00 01-Feb-98
7.250 360 $296,000.00 01-Mar-98
7.500 360 $280,000.00 01-Mar-98
6.875 360 $285,050.00 01-Feb-98
7.500 360 $242,400.00 01-Feb-98
8.000 360 $349,000.00 01-Mar-98
7.750 360 $250,000.00 01-Mar-98
7.625 360 $288,000.00 01-Mar-98
7.625 360 $397,000.00 01-Mar-98
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$1,998.78 01-Mar-98 $292,541.48 80.00 SFD PRIMARY 1 26-Dec-97
$1,762.60 01-Mar-98 $254,810.44 80.00 SFD PRIMARY 1 30-Dec-97
$5,662.35 01-Mar-98 $798,838.28 53.40 SFD PRIMARY 1 31-Dec-97
$2,069.67 01-Mar-98 $295,780.33 80.00 PUD PRIMARY 1 13-Jan-98
$1,815.49 01-Mar-98 $256,127.52 90.00 SFD PRIMARY 1 18-Dec-97
$1,819.69 01-Mar-98 $253,640.30 79.90 SFD PRIMARY 1 18-Dec-97
$1,724.35 01-Mar-98 $234,842.32 67.20 SFD PRIMARY 1 02-Jan-98
$2,202.53 01-Mar-98 $314,530.98 65.00 SFD PRIMARY 1 23-Dec-97
$2,091.92 01-Mar-98 $291,793.91 77.90 SFD PRIMARY 1 09-Jan-98
$1,922.84 01-Mar-98 $274,795.91 78.60 SFD PRIMARY 1 22-Jan-98
$1,769.54 01-Mar-98 $246,603.29 95.00 SFD PRIMARY 1 09-Jan-98
$1,740.17 01-Mar-98 $239,518.58 80.00 SFD PRIMARY 1 19-Dec-97
$1,751.79 01-Mar-98 $247,500.00 75.00 SFD PRIMARY 1 04-Feb-98
$1,627.93 01-Mar-98 $229,833.53 71.50 SFD PRIMARY 1 30-Dec-97
$1,706.50 01-Mar-98 $256,272.80 95.00 SFD PRIMARY 1 05-Jan-98
$1,840.26 01-Mar-98 $259,811.82 62.70 PUD PRIMARY 1 13-Jan-98
$2,072.03 01-Mar-98 $299,542.04 34.80 SFD PRIMARY 1 29-Dec-97
$2,264.94 01-Mar-98 $319,768.39 59.80 SFD PRIMARY 1 02-Jan-98
$1,722.54 01-Mar-98 $249,019.29 80.00 SFD PRIMARY 1 29-Dec-97
$1,872.25 01-Mar-98 $284,760.56 75.00 SFD PRIMARY 1 20-Jan-98
$1,748.05 01-Mar-98 $243,827.78 80.00 SFD PRIMARY 1 09-Jan-98
$1,804.04 01-Mar-98 $261,001.23 80.00 SFD PRIMARY 1 20-Jan-98
$1,870.68 01-Mar-98 $257,822.45 74.80 SFD PRIMARY 1 13-Jan-98
$1,699.09 01-Mar-98 $241,111.72 86.80 SFD PRIMARY 1 09-Jan-98
$2,482.21 01-Mar-98 $354,736.54 72.50 SFD PRIMARY 1 07-Jan-98
$1,919.98 01-Mar-98 $267,620.48 80.00 SFD PRIMARY 1 23-Dec-97
$2,432.57 01-Mar-98 $347,641.81 77.40 SFD PRIMARY 1 30-Jan-98
$3,067.14 01-Mar-98 $417,437.19 79.90 SFD PRIMARY 1 26-Dec-97
$1,901.86 01-Mar-98 $271,798.14 63.30 SFD PRIMARY 1 26-Jan-98
$2,319.40 01-Mar-98 $339,554.17 66.70 SFD PRIMARY 1 20-Jan-98
$1,657.62 01-Mar-98 $239,633.64 80.00 SFD PRIMARY 1 31-Dec-97
$2,275.74 01-Mar-98 $333,339.76 80.00 SFD PRIMARY 1 20-Jan-98
$1,937.94 01-Mar-98 $294,752.16 69.50 SFD PRIMARY 1 22-Jan-98
$1,767.52 01-Mar-98 $258,694.53 65.30 SFD PRIMARY 1 23-Dec-97
$2,019.24 01-Mar-98 $295,768.99 80.00 SFD PRIMARY 1 27-Jan-98
$1,957.80 01-Mar-98 $279,792.20 54.40 SFD PRIMARY 1 13-Jan-98
$1,872.58 01-Mar-98 $284,569.67 80.00 SFD PRIMARY 1 30-Dec-97
$1,694.90 01-Mar-98 $242,039.08 80.00 SFD PRIMARY 1 30-Dec-97
$2,560.84 01-Mar-98 $348,765.83 87.30 SFD PRIMARY 1 07-Jan-98
$1,791.03 01-Mar-98 $249,623.55 73.10 SFD PRIMARY 1 12-Jan-98
$2,038.45 01-Mar-98 $287,791.55 80.00 SFD PRIMARY 1 16-Jan-98
$2,809.94 01-Mar-98 $396,712.66 74.30 SFD PRIMARY 1 21-Jan-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
602015026 31 FIELDSTONE COURT NEW CITY NY 10956
602015117 11 WEIRS LN LOCUST VALLEY NY 11560
602016061 1836 ISLAND CT GREEN BAY WI 54303
602016367 13731 BEAUMONT AVE SARATOGA CA 95070
602016788 1325 WINDRIDGE RD FRIENDSVILLE TN 37737
602017905 157 N TAYLOR POINT DR THE WOODLANDS TX 77382
602018757 3049 BELIZE WAY UNION CITY CA 94587
602018779 110 CARLTON BLVD RIDGELAND MS 39157
602018859 33521 5TH PLACE SW FEDERAL WAY WA 98023
602019406 2835 N HWY A1A INDIALANTIC FL 32903
602022673 4229 FAIR AVE LOS ANGELES CA 91602
602022695 6400 DRY BEND COVE AUSTIN TX 78731
602023208 4081 INDIAN BAYOU NORTH DESTIN FL 32541
602023958 230 UNION ST BROOKLYN NY 11231
602024675 112 CLIFF ROAD PORT JEFFERSON NY 11777
602025836 2620 HYDRANGEA PL WILMINGTON NC 28403
602026041 917 E DRYDEN ST GLENDALE CA 91207
602026121 1249 PIEMONTE DR PLEASANTON CA 94566
602026165 27 ASA STREET MONTVILLE NJ 7045
602026370 11729 CONCORD CT CHINO CA 91710
602027758 4090 RIVERDALE RD S SALEM OR 97302
602029077 29 QUINCY ST CHEVY CHASE MD 20815
602031765 33 CHANNING BURLINGAME CA 94010
602031890 2000 LEXINGTON DR FULLERTON CA 92835
602032232 2709 MILANI AVE PLEASANTON CA 94588
602032948 3678 HERON RIDGE RD ROCHESTER HILLS MI 48309
602037603 206 SEDGEMOOR DR CARY NC 27513
602038056 15 AURIEMMA CT LANDING NJ 7850
602039024 5224 PROVINCIAL DR BLOOMFIELD HILLS MI 48302
602039115 21206 KELLIWOOD GREENS DR HOUSTON TX 77450
602039206 14 BALDWIN RD WESTFORD MA 1886
602039228 20337 SUMMERCREST DR CASTRO VALLEY CA 94552
602040733 3415 HAROLD ST OCEANSIDE NY 11572
602040744 19 MEADOW RD BRONXVILLE NY 10708
602040766 8 FRANCINE CT WHITE PLAINS NY 10607
602044316 6502 N PLACITA ALTA REPOSA TUCSON AZ 85718
602044657 5990 NE TOLO RD BAINBRIDGE ISLAND WA 98110
602051691 320 N MAPLE DR #601 BEVERLY HILLS CA 90210
602052339 6781 GASLIGHT DRIVE HUNTINGTON BEACH CA 92647
602054843 34331 AMBER LANTERN DANA POINT CA 92629
602057210 31 PETER LYNAS CT TENAFLY NJ 7670
602057517 5000 WHISPERING HOLLOW WEST PALM BEACH FL 33410
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- ---------------------------------------------------------
<S> <C> <C> <C>
7.625 360 $480,000.00 01-Mar-98
7.750 360 $335,000.00 01-Apr-98
7.750 360 $257,150.00 01-Mar-98
7.750 360 $515,000.00 01-Mar-98
7.375 360 $313,000.00 01-Mar-98
7.250 360 $302,500.00 01-Feb-98
7.875 360 $253,000.00 01-Mar-98
6.750 360 $325,000.00 01-Mar-98
6.750 360 $270,000.00 01-Mar-98
7.750 360 $340,000.00 01-Mar-98
7.875 360 $340,000.00 01-Mar-98
7.375 360 $300,250.00 01-Feb-98
7.500 360 $352,000.00 01-Mar-98
7.750 360 $476,000.00 01-Mar-98
7.500 360 $460,000.00 01-Mar-98
7.500 360 $300,000.00 01-Feb-98
7.500 360 $318,000.00 01-Mar-98
7.250 360 $324,000.00 01-Mar-98
7.500 360 $290,000.00 01-Apr-98
7.875 360 $407,500.00 01-Feb-98
7.625 360 $388,200.00 01-Mar-98
7.625 360 $756,000.00 01-Feb-98
7.875 360 $436,000.00 01-Feb-98
7.375 360 $272,000.00 01-Mar-98
7.625 360 $244,900.00 01-Mar-98
7.375 360 $324,800.00 01-Mar-98
7.000 360 $379,000.00 01-Mar-98
7.125 360 $700,000.00 01-Apr-98
7.625 360 $263,000.00 01-Mar-98
7.375 360 $275,500.00 01-Feb-98
7.250 360 $272,000.00 01-Mar-98
7.750 360 $241,000.00 01-Mar-98
7.750 360 $247,500.00 01-Mar-98
7.250 360 $350,000.00 01-Mar-98
7.875 360 $238,500.00 01-Mar-98
7.625 360 $368,350.00 01-Feb-98
7.250 360 $241,500.00 01-Mar-98
7.625 360 $248,000.00 01-Mar-98
7.750 360 $276,000.00 01-Mar-98
7.625 360 $800,000.00 01-Mar-98
7.375 360 $299,500.00 01-Mar-98
7.625 360 $255,000.00 01-Mar-98
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$3,397.41 01-Mar-98 $479,369.00 78.70 SFD PRIMARY 1 21-Jan-98
$2,399.98 01-Mar-98 $335,000.00 87.10 SFD PRIMARY 1 10-Feb-98
$1,842.25 01-Mar-98 $256,968.51 65.30 SFD PRIMARY 1 09-Jan-98
$3,689.52 01-Mar-98 $514,636.52 45.80 SFD PRIMARY 1 20-Jan-98
$2,161.81 01-Mar-98 $312,761.84 74.60 SFD SECOND-HOME 1 26-Jan-98
$2,063.58 01-Mar-98 $302,026.60 73.50 SFD PRIMARY 1 30-Dec-97
$1,834.43 01-Mar-98 $252,825.88 72.80 SFD PRIMARY 1 20-Jan-98
$2,107.94 01-Mar-98 $324,720.19 79.30 SFD PRIMARY 1 30-Jan-98
$1,751.21 01-Mar-98 $269,767.54 67.10 PUD PRIMARY 1 23-Jan-98
$2,435.80 01-Mar-98 $339,760.02 80.00 CONDO SECOND-HOME 1 15-Jan-98
$2,465.24 01-Mar-98 $339,766.01 85.30 SFD PRIMARY 1 15-Jan-98
$2,073.75 01-Mar-98 $299,719.93 90.00 SFD PRIMARY 12 2-Dec-97
$2,461.24 01-Mar-98 $351,475.89 67.10 SFD PRIMARY 1 07-Jan-98
$3,410.12 01-Mar-98 $475,664.05 80.00 SFD PRIMARY 1 15-Jan-98
$3,216.39 01-Mar-98 $459,658.61 75.50 SFD PRIMARY 1 21-Jan-98
$2,097.64 01-Mar-98 $299,553.31 67.80 SFD PRIMARY 1 02-Jan-98
$2,223.50 01-Mar-98 $317,764.00 76.70 SFD PRIMARY 1 16-Jan-98
$2,210.25 01-Mar-98 $323,747.25 34.20 PUD PRIMARY 1 15-Jan-98
$2,027.72 01-Mar-98 $290,000.00 73.80 SFD PRIMARY 1 11-Feb-98
$2,954.66 01-Mar-98 $406,937.28 78.40 SFD PRIMARY 1 23-Dec-97
$2,747.66 01-Mar-98 $387,919.03 80.00 SFD PRIMARY 1 26-Jan-98
$5,350.92 01-Mar-98 $754,902.18 70.00 SFD PRIMARY 1 30-Dec-97
$3,161.30 01-Mar-98 $435,397.93 80.00 SFD PRIMARY 1 29-Dec-97
$1,878.64 01-Mar-98 $271,793.03 80.00 PUD PRIMARY 1 12-Jan-98
$1,733.39 01-Mar-98 $244,722.75 79.80 SFD PRIMARY 1 22-Jan-98
$2,243.31 01-Mar-98 $324,552.86 80.00 SFD PRIMARY 1 30-Jan-98
$2,521.50 01-Mar-98 $378,689.33 80.00 SFD PRIMARY 1 21-Jan-98
$4,716.03 01-Mar-98 $700,000.00 71.10 SFD PRIMARY 1 12-Feb-98
$1,861.50 01-Mar-98 $262,809.65 79.80 SFD PRIMARY 1 28-Jan-98
$1,902.81 01-Mar-98 $274,877.12 95.00 SFD PRIMARY 1 29-Dec-97
$1,855.52 01-Mar-98 $271,787.81 75.60 SFD PRIMARY 1 30-Jan-98
$1,726.55 01-Mar-98 $240,477.50 95.00 SFD PRIMARY 1 15-Jan-98
$1,773.12 01-Mar-98 $247,325.32 90.00 SFD PRIMARY 1 15-Jan-98
$2,387.62 01-Mar-98 $349,726.96 73.00 SFD PRIMARY 1 29-Jan-98
$1,729.29 01-Mar-98 $238,335.87 75.00 SFD PRIMARY 1 23-Jan-98
$2,607.16 01-Mar-98 $367,815.10 80.00 SFD SECOND-HOME 1 02-Jan-98
$1,647.46 01-Mar-98 $241,311.60 71.10 SFD PRIMARY 1 31-Dec-97
$1,755.33 01-Mar-98 $247,820.50 63.60 CONDO PRIMARY 1 23-Jan-98
$1,977.30 01-Mar-98 $275,805.20 80.00 SFD PRIMARY 1 14-Jan-98
$5,662.35 01-Mar-98 $799,383.33 40.00 SFD PRIMARY 1 16-Jan-98
$2,068.57 01-Mar-98 $299,272.11 74.90 SFD PRIMARY 1 22-Jan-98
$1,804.87 01-Mar-98 $254,615.44 83.70 PUD PRIMARY 1 19-Jan-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
602059085 4432 SW CHESAPEAKE AVENUE PORTLAND OR 97201
602062785 144 SOUTHFIELD DR VERNON HILLS IL 60061
602063161 4282 S AKRON CT ENGLEWOOD CO 80111
602064275 1800 CREEK CROSSING DR RENO NV 89511
602064630 1301 N DEARBORN 1305 CHICAGO IL 60610
602067198 33 NOEL RD ANDOVER MA 1810
602071593 5515 CAMINO CALUROSO YORBA LINDA CA 92687
602071640 2248 HAWES DR HEBRON KY 41048
602072834 1118 OXFORD CT OAKBROOK TERRACE IL 60181
602072936 47548 DENTON RD VAN BUREN TWP. MI 48111
602074153 6174 DALECREST AVE WOODLAND HILLS CA 91367
602074847 10404 BUTTON WILLOW DR LAS VEGAS NV 89134
602075449 1227 LAKESHORE BLVD LAKE ORION MI 48362
602076440 6314 IVERSON TERR FREDERICK MD 21701
602077190 13611 CHERRYDALE DR ROCKVILLE MD 20850
602078113 2297 TRILLIUM WOODS DR ANN ARBOR MI 48105
602078146 12941 INSHORE DR PALM BEACH GARDENS FL 33410
602083677 24645 ROYAL RIDGE LAGUNA NIGUEL CA 92677
602083688 1139 STRADA ALMADEN SAN JOSE CA 95120
602083702 1633 S SHENANDOAH LOS ANGELES CA 90035
602085577 40906 VIA TRANQUILO PALMDALE CA 93551
602085635 98 VILLA POINT DR NEWPORT BEACH CA 92660
602085668 12419 MISTYGROVE ST MOORPARK CA 93021
602085680 1724 GALAXY DR NEWPORT BEACH CA 92660
602087238 4850 COUCIL ROCK LN CINCINNATI OH 45243
602087988 2031 LONG LAKE SHORES WEST BLOOMFIELD MI 48323
602092188 11942 RIVER OAKS DR LOVELAND OH 45140
602092473 7422 S IRELAND CT AURORA CO 80016
602093032 6825 GRENADIER BLVD #1002 NAPLES FL 34108
602094464 86 DAVIDSON ROAD BOXBOROUGH MA 1719
602094896 7717 CURTIS ST CHEVY CHASE MD 20815
602095795 29 HILLCREST RD WOODCLIFF LAKE NJ 7675
602096148 18 PARSONAGE LEBANON NJ 8833
602099072 200 NE 14TH AVE #20 FORT LAUDERDALE FL 33301
602100359 16515 RUSTLING OAK CT MORGAN HILL CA 95037
602100861 129 POTOMAC DR LOS GATOS CA 95032
602100872 10490 FLORENCE DR CUPERTINO CA 95014
602101350 4240 ADMIRABLE DR RANCHO PALOS VERDE CA 90275
602101646 2056 ELBERON RANCHO PALOS VE CA 90275
602102066 505 FERNRIDGE CT SUNNYVALE CA 94087
602107481 1257 LAKE SHORE BLVD LAKE ORION MI 48362
602107631 6937 S OWENS ST LITTLETON CO 80127
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- --------------------------------------------------
<S> <C> <C>
7.250 360 $418,500.00 01-Mar-98
7.625 360 $280,200.00 01-Mar-98
7.375 360 $275,000.00 01-Mar-98
7.500 360 $350,000.00 01-Mar-98
7.375 360 $327,700.00 01-Mar-98
7.875 360 $252,000.00 01-Apr-98
7.250 360 $304,000.00 01-Mar-98
7.625 360 $238,000.00 01-Mar-98
7.750 360 $273,000.00 01-Mar-98
7.875 360 $237,500.00 01-Apr-98
7.250 360 $243,500.00 01-Mar-98
7.250 360 $300,000.00 01-Mar-98
7.750 360 $326,200.00 01-Mar-98
7.250 360 $252,000.00 01-Mar-98
7.375 360 $322,500.00 01-Mar-98
7.750 360 $259,000.00 01-Mar-98
7.250 360 $265,000.00 01-Mar-98
6.875 360 $320,000.00 01-Mar-98
7.250 360 $343,200.00 01-Mar-98
7.250 360 $297,350.00 01-Mar-98
7.250 360 $279,000.00 01-Apr-98
7.625 360 $237,000.00 01-Apr-98
7.500 360 $236,000.00 01-Apr-98
7.750 360 $401,850.00 01-Mar-98
7.250 360 $473,000.00 01-Mar-98
7.750 360 $519,350.00 01-Mar-98
7.625 360 $308,100.00 01-Mar-98
7.250 360 $233,100.00 01-Mar-98
7.500 360 $252,000.00 01-Mar-98
7.375 360 $245,600.00 01-Mar-98
7.375 360 $408,000.00 01-Mar-98
7.375 360 $250,000.00 01-Mar-98
7.375 360 $320,000.00 01-Apr-98
7.500 360 $287,000.00 01-Mar-98
7.250 360 $498,000.00 01-Mar-98
7.500 360 $384,000.00 01-Apr-98
7.250 360 $471,750.00 01-Mar-98
7.250 360 $300,000.00 01-Mar-98
7.750 360 $234,400.00 01-Mar-98
7.250 360 $328,000.00 01-Apr-98
7.375 360 $352,000.00 01-Apr-98
7.250 360 $256,000.00 01-Mar-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$2,854.91 01-Mar-98 $418,173.53 90.00 SFD PRIMARY 1 15-Jan-98
$1,983.24 01-Mar-98 $279,834.52 83.70 SFD PRIMARY 1 23-Jan-98
$1,899.36 01-Mar-98 $274,790.74 61.20 SFD PRIMARY 1 23-Jan-98
$2,447.25 01-Mar-98 $349,740.25 63.70 SFD PRIMARY 1 13-Jan-98
$2,263.34 01-Mar-98 $327,199.77 80.00 CONDO PRIMARY 1 15-Jan-98
$1,827.17 01-Mar-98 $252,000.00 80.00 SFD PRIMARY 1 05-Feb-98
$2,073.82 01-Mar-98 $303,690.52 80.00 SFD PRIMARY 1 22-Jan-98
$1,684.55 01-Mar-98 $237,577.74 74.40 SFD PRIMARY 1 10-Jan-98
$1,955.81 01-Mar-98 $272,750.06 71.90 CONDO PRIMARY 1 20-Jan-98
$1,722.04 01-Mar-98 $237,500.00 95.00 SFD PRIMARY 1 06-Feb-98
$1,661.10 01-Mar-98 $243,110.05 79.90 SFD PRIMARY 1 22-Jan-98
$2,046.51 01-Mar-98 $299,765.97 76.10 PUD PRIMARY 1 30-Jan-98
$2,336.94 01-Mar-98 $325,969.71 75.20 SFD PRIMARY 1 29-Jan-98
$1,719.08 01-Mar-98 $251,803.42 90.00 SFD PRIMARY 1 19-Jan-98
$2,227.43 01-Mar-98 $322,254.60 75.00 SFD PRIMARY 1 23-Jan-98
$1,855.51 01-Mar-98 $258,472.71 64.60 SFD PRIMARY 1 28-Jan-98
$1,807.77 01-Mar-98 $264,793.27 72.70 SFD PRIMARY 1 15-Jan-98
$2,102.17 01-Mar-98 $319,731.16 80.00 PUD PRIMARY 1 14-Jan-98
$2,341.22 01-Mar-98 $342,932.27 80.00 SFD PRIMARY 1 23-Jan-98
$2,028.45 01-Mar-98 $297,118.04 95.00 SFD PRIMARY 1 20-Jan-98
$1,903.27 01-Mar-98 $279,000.00 75.00 SFD PRIMARY 1 23-Feb-98
$1,677.47 01-Mar-98 $237,000.00 66.80 SFD PRIMARY 1 17-Feb-98
$1,650.15 01-Mar-98 $236,000.00 75.00 PUD PRIMARY 1 18-Feb-98
$2,878.90 01-Mar-98 $401,566.38 55.90 SFD PRIMARY 1 29-Jan-98
$3,226.69 01-Mar-98 $472,631.01 63.10 SFD PRIMARY 1 14-Jan-98
$3,720.69 01-Mar-98 $518,983.45 60.50 SFD PRIMARY 1 12-Jan-98
$2,180.71 01-Mar-98 $307,877.01 90.00 SFD PRIMARY 1 26-Jan-98
$1,590.15 01-Mar-98 $232,918.16 90.00 SFD PRIMARY 1 22-Jan-98
$1,762.02 01-Mar-98 $251,812.98 80.00 SFD SECOND-HOME 1 15-Jan-98
$1,696.30 01-Mar-98 $245,413.12 80.00 SFD PRIMARY 1 20-Jan-98
$2,817.95 01-Mar-98 $407,689.54 64.80 SFD PRIMARY 1 16-Jan-98
$1,726.69 01-Mar-98 $249,809.77 69.50 SFD PRIMARY 1 02-Feb-98
$2,210.16 01-Mar-98 $320,000.00 55.20 SFD PRIMARY 1 04-Feb-98
$2,006.75 01-Mar-98 $286,787.00 78.70 SFD PRIMARY 1 12-Jan-98
$3,397.24 01-Mar-98 $497,611.51 80.00 PUD PRIMARY 1 20-Jan-98
$2,684.98 01-Mar-98 $384,000.00 75.00 SFD PRIMARY 1 06-Feb-98
$3,218.17 01-Mar-98 $471,381.99 75.00 SFD PRIMARY 1 30-Jan-98
$2,046.53 01-Mar-98 $299,765.97 68.20 SFD PRIMARY 1 22-Jan-98
$1,679.27 01-Mar-98 $234,213.83 80.00 SFD PRIMARY 1 27-Jan-98
$2,237.54 01-Mar-98 $328,000.00 80.00 SFD PRIMARY 1 19-Feb-98
$2,431.18 01-Mar-98 $352,000.00 80.00 SFD PRIMARY 1 30-Jan-98
$1,746.37 01-Mar-98 $255,800.30 80.00 SFD PRIMARY 1 30-Jan-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
602107664 1N657 WENTWORTH CT WINFIELD IL 60190
602107711 324 WOODMERE WAY PHOENIXVILLE PA 19460
602107777 75 LOMA VISTA DR BURLINGAME CA 94010
602108039 123 DIAMOND CT HARRISONBURG VA 22801
602108062 761 GATEHOUSE LN COLUMBUS OH 43235
602108142 18417 TWIN CREEKS RD MONTE SERENO CA 95030
602108698 483 CUMBERLAND RD BURLINGAME CA 94010
602108803 2931 E WYECLIFF WAY LITTLETON CO 80126
602108983 848 SANDY COVE LN FORT COLLINS CO 80525
602109121 1229 PAR VIEW PL LA FOLLETTE TN 37766
602109223 2615 N HALSTEAD ST CHICAGO IL 60614
602109234 9020 FALLS CHAPEL WAY POTOMAC MD 20854
602109303 3439 PIPING ROCK LN HOUSTON TX 77027
602109427 147 BRIGHTON CLOSE NASHVILLE TN 37205
602109508 1033 S CREEK VIEW LN ANAHEIM CA 92808
602109519 35042 SELLERS CT FREMONT CA 94536
602109520 2309 N COMMONWEALTH AVE #1W CHICAGO IL 60601
602109575 301 GREYFRIARS LN CARY NC 27511
602109597 8690 160TH CT NW RAMSEY MN 55303
602109666 104500 OVERSEAS HIGHWAY 201A KEY LARGO FL 33037
602109848 14911 LARGO VISTA DR HAYMARKET VA 20166
602110328 245 COTTON FIELD CT ALPHARETTA GA 30202
602110523 5564 RED FERN RUN LITTLETON CO 80125
602110830 71 WEED AVENUE NORWALK CT 6850
602111136 43404 LAUREL GLENN COMMON FREMONT CA 94539
602111329 714 S DEARBORN 6 CHICAGO IL 60605
602111374 372 W 1950 N CENTERVILLE UT 84014
602111498 4040 262ND PL SE ISSAQUAH WA 98029
602111557 144 BORDERS RD BEAVER CREEK CO 81620
602111637 26586 SE 15 ST ISSAQUAH WA 98029
602111728 1703 ARNOLD PALMER BLVD LOUISVILLE KY 40245
602111842 2521 AUDREY LANE NORTHBROOK IL 60062
602111944 1800 HAWKWEED WAY MALVERN PA 19355
602112137 2312 MAGNOLIA BLVD WEST SEATTLE WA 98199
602112364 1854 W 152ND PL BROOMFIELD CO 80020
602112672 11507 SOUTH WEST OAKS AUSTIN TX 78737
602113537 517 KING ST LAFAYETTE CO 80026
602113606 4714 192ND DR NE REDMOND WA 98053
602113888 4662 GOODHEART CT NEW ALBANY OH 43054
602114479 2213 CHAMPLAIN CT UNION CITY CA 94587
602116574 725 LAWTON ST MC LEAN VA 22101
602116767 6 CHERRYGATE LN TRUMBULL CT 6611
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- ---------------------------------------------
<S> <C> <C> <C>
7.250 360 $338,900.00 01-Mar-98
6.875 360 $248,800.00 01-Mar-98
7.500 360 $305,000.00 01-Mar-98
7.500 360 $242,000.00 01-Apr-98
7.375 360 $273,000.00 01-Mar-98
7.500 360 $638,170.00 01-Mar-98
7.500 360 $344,000.00 01-Mar-98
7.250 360 $272,000.00 01-Apr-98
7.375 360 $327,300.00 01-Mar-98
7.500 360 $236,000.00 01-Apr-98
7.500 360 $263,000.00 01-Apr-98
7.250 360 $337,000.00 01-Mar-98
7.250 360 $557,050.00 01-Mar-98
7.250 360 $390,000.00 01-Mar-98
7.500 360 $234,000.00 01-Mar-98
7.750 360 $289,000.00 01-Mar-98
7.500 360 $241,500.00 01-Mar-98
7.000 360 $383,000.00 01-Mar-98
7.125 360 $350,000.00 01-Mar-98
7.375 360 $232,000.00 01-Mar-98
7.250 360 $302,000.00 01-Mar-98
7.000 360 $300,000.00 01-Apr-98
7.250 360 $259,650.00 01-Mar-98
7.000 360 $262,100.00 01-Mar-98
7.500 360 $300,000.00 01-Mar-98
7.375 360 $286,000.00 01-Apr-98
7.750 360 $275,000.00 01-Mar-98
7.750 360 $284,700.00 01-Mar-98
6.875 360 $700,000.00 01-Apr-98
7.250 360 $353,850.00 01-Mar-98
7.250 360 $400,000.00 01-Mar-98
7.375 360 $310,000.00 01-Mar-98
7.000 360 $265,000.00 01-Apr-98
7.375 360 $450,000.00 01-Mar-98
7.375 360 $313,000.00 01-Mar-98
7.500 360 $300,600.00 01-Mar-98
7.250 360 $269,800.00 01-Mar-98
7.250 360 $247,000.00 01-Mar-98
7.250 360 $430,000.00 01-Apr-98
6.625 360 $292,450.00 01-Apr-98
6.625 360 $307,000.00 01-Apr-98
7.500 360 $388,000.00 01-Apr-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$2,311.90 01-Mar-98 $338,635.62 73.90 SFD PRIMARY 1 30-Jan-98
$1,634.44 01-Mar-98 $248,590.98 80.00 SFD PRIMARY 1 30-Jan-98
$2,132.60 01-Mar-98 $304,773.65 63.60 SFD PRIMARY 1 23-Jan-98
$1,692.10 01-Mar-98 $242,000.00 74.50 SFD PRIMARY 1 11-Feb-98
$1,885.54 01-Mar-98 $272,792.27 78.00 SFD PRIMARY 1 22-Jan-98
$4,462.18 01-Mar-98 $637,696.38 55.50 SFD PRIMARY 1 29-Jan-98
$2,405.30 01-Mar-98 $343,744.70 65.00 SFD PRIMARY 1 23-Jan-98
$1,855.52 01-Mar-98 $272,000.00 85.00 SFD PRIMARY 1 12-Feb-98
$2,260.58 01-Mar-98 $327,050.95 75.30 SFD PRIMARY 1 26-Jan-98
$1,650.15 01-Mar-98 $236,000.00 76.20 SFD SECOND-HOME 1 19-Feb-98
$1,838.93 01-Mar-98 $263,000.00 77.00 SFD PRIMARY 1 05-Feb-98
$2,298.93 01-Mar-98 $336,237.11 88.50 SFD PRIMARY 1 30-Jan-98
$3,800.06 01-Mar-98 $556,615.45 63.70 SFD PRIMARY 1 26-Jan-98
$2,660.49 01-Mar-98 $389,610.43 89.70 CONDO PRIMARY 1 30-Jan-98
$1,636.16 01-Mar-98 $233,826.34 72.00 SFD PRIMARY 1 29-Jan-98
$2,070.43 01-Mar-98 $288,796.03 78.20 SFD PRIMARY 1 26-Jan-98
$1,688.60 01-Mar-98 $241,320.78 79.50 SFD PRIMARY 1 29-Jan-98
$2,548.11 01-Mar-98 $382,686.06 73.70 SFD PRIMARY 1 20-Jan-98
$2,358.01 01-Mar-98 $349,720.11 64.30 SFD PRIMARY 1 26-Jan-98
$1,602.37 01-Mar-98 $231,823.46 80.00 CONDO SECOND-HOME 1 21-Jan-98
$2,060.17 01-Mar-98 $301,764.41 75.50 SFD PRIMARY 1 02-Feb-98
$1,995.91 01-Mar-98 $300,000.00 80.00 SFD PRIMARY 1 03-Feb-98
$1,771.27 01-Mar-98 $259,447.45 54.10 SFD PRIMARY 1 26-Jan-98
$1,743.76 01-Mar-98 $261,885.16 95.00 SFD PRIMARY 1 23-Jan-98
$2,097.64 01-Mar-98 $299,777.36 54.60 SFD PRIMARY 1 22-Jan-98
$1,975.33 01-Mar-98 $286,000.00 80.00 CONDO PRIMARY 1 03-Feb-98
$1,970.13 01-Mar-98 $274,805.91 69.10 SFD PRIMARY 1 26-Jan-98
$2,039.63 01-Mar-98 $284,499.06 85.00 SFD PRIMARY 1 15-Jan-98
$4,598.50 01-Mar-98 $700,000.00 23.40 SFD SECOND-HOME 1 30-Jan-98
$2,413.88 01-Mar-98 $353,573.95 80.00 SFD PRIMARY 1 28-Jan-98
$2,728.71 01-Mar-98 $399,687.96 61.60 SFD PRIMARY 1 30-Jan-98
$2,141.09 01-Mar-98 $309,564.12 59.70 SFD PRIMARY 1 30-Jan-98
$1,763.05 01-Mar-98 $265,000.00 63.10 SFD PRIMARY 1 06-Feb-98
$3,108.04 01-Mar-98 $449,657.58 58.50 SFD PRIMARY 1 30-Jan-98
$2,161.81 01-Mar-98 $312,761.84 74.20 SFD PRIMARY 1 02-Feb-98
$2,101.84 01-Mar-98 $300,376.91 77.50 SFD PRIMARY 1 16-Jan-98
$1,840.51 01-Mar-98 $269,589.53 95.00 SFD PRIMARY 1 30-Jan-98
$1,684.98 01-Mar-98 $246,807.31 65.00 SFD PRIMARY 1 19-Jan-98
$2,933.36 01-Mar-98 $430,000.00 78.20 SFD PRIMARY 1 06-Feb-98
$1,872.59 01-Mar-98 $292,450.00 80.00 SFD PRIMARY 1 20-Feb-98
$1,965.75 01-Mar-98 $307,000.00 76.80 SFD PRIMARY 1 18-Feb-98
$2,712.95 01-Mar-98 $388,000.00 80.00 SFD PRIMARY 1 06-Feb-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
602117314 170 WALTER HAYS PALO ALTO CA 94303
602117622 6662 CHEROKEE TRL W EDEN PRAIRIE MN 55344
602117746 8035 SE 33RD PL#1 MERCER ISLAND WA 98040
602119511 210 E ORCHARD ST ARLINGTON HEIGH IL 60005
602120901 293 FOX RIDGE DR THOUSAND OAKS CA 91361
602121490 22414 DARDENNE STREET CALABASAS CA 91302
602122685 4146 SHOREBREAK DR HUNTINGTON BEACH CA 92649
602122798 3630 LAWSON RD GLENVIEW IL 60025
602123301 750 7TH AVE SAN FRANCISCO CA 94118
602123608 300 SOUTH POINT DR MIAMI BEACH FL 33139
602124404 411 BIRKHAVEN PL SAN JOSE CA 95138
602124643 7385 CROMPTON CT N DUNWOODY GA 30350
602125187 4 AARON DR LONG HILL NJ 7946
602125336 1440 N STATE PARKWAY ST 7C CHICAGO IL 60610
602125370 22 FERN VALLEY RD WESTON CT 6883
602125724 15897 SE 56TH PL BELLEVUE WA 98006
602126246 3339 CTY HWY C PULASKI WI 54162
602126406 14707 S BRUNNER RD OREGON CITY OR 97045
602126565 38 BROADVIEW AVE MADISON NJ 7940
602127156 1416 GORDON DR NAPA CA 94558
602128794 2541 VIBURG CT MIDLOTHIAN VA 23113
602128841 1872 HARDIN LN POWELL OH 43065
602128954 5650 CASTLEBAY DR SPRINGFIELD MO 65809
602129089 9635 GOTTEN WAY GERMANTOWN TN 38139
602130184 5710 COVE VIEW E LAKELAND FL 33813
602131425 36955 ALDGATE CT FARMINGTON MI 48335
602131539 1723 N BISSELL ST CHICAGO IL 60614
602131664 880 GATENHOUSE LN COLUMBUS OH 43235
602131788 1210 RIDGELEY HOUSTON TX 77055
602131835 2585 TAMPA RD WOLVERINE LAKE MI 48390
602132302 2960 BUCCANEER ROAD VIRGINIA BEACH VA 23451
602132313 1117 KILLARNEY LN BURLINGAME CA 94010
602132404 3740 WATERFORD DR MYRTLE BEACH SC 29577
602132767 2868 FRANKLIN OAKS DRIVE HERNDON VA 20171
602133110 18 THACKERAY ROAD WELLESLEY MA 2181
602133223 100 WOODBINE WILMETTE IL 60091
602133303 75 NAVAJO ROAD EAST MEDINA MN 55340
602133508 16820 41ST AVE N PLYMOUTH MN 55416
602133519 1006 EVE LANE LIVERMORE CA 94550
602134598 2560 WESTERN ROW RD MAINEVILLE OH 45039
602135566 3803 DEER TRAIL DR DANVILLE CA 94506
602136113 35 BELLEVUE RD ANDOVER MA 1810
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- ----------------------------------------------
<S> <C> <C> <C>
7.500 360 $548,000.00 01-Mar-98
7.125 360 $255,000.00 01-Mar-98
7.375 360 $288,500.00 01-Apr-98
7.625 360 $276,000.00 01-Mar-98
7.750 360 $313,000.00 01-Apr-98
7.250 360 $317,000.00 01-Apr-98
7.250 360 $290,000.00 01-Apr-98
7.250 360 $337,000.00 01-Apr-98
7.750 360 $263,000.00 01-Mar-98
7.500 360 $520,000.00 01-Mar-98
7.500 360 $246,600.00 01-Mar-98
7.500 360 $263,000.00 01-Mar-98
7.375 360 $334,500.00 01-Apr-98
7.625 360 $252,000.00 01-Apr-98
7.375 360 $595,000.00 01-Apr-98
7.250 360 $300,000.00 01-Mar-98
7.250 360 $254,000.00 01-Mar-98
6.625 360 $266,250.00 01-Mar-98
6.750 360 $274,500.00 01-Apr-98
7.500 360 $241,600.00 01-Mar-98
7.250 360 $250,000.00 01-Apr-98
6.875 360 $330,000.00 01-Mar-98
7.375 360 $649,800.00 01-Apr-98
7.250 360 $249,800.00 01-Mar-98
7.375 360 $250,000.00 01-Apr-98
7.250 360 $277,500.00 01-Apr-98
7.375 360 $252,000.00 01-Apr-98
7.375 360 $344,700.00 01-Apr-98
7.250 360 $264,700.00 01-Mar-98
6.875 360 $244,000.00 01-Apr-98
7.250 360 $327,000.00 01-Mar-98
6.875 360 $270,000.00 01-Mar-98
7.250 360 $286,000.00 01-Apr-98
7.000 360 $320,000.00 01-Apr-98
7.250 360 $275,000.00 01-Mar-98
7.375 360 $325,000.00 01-Mar-98
7.250 360 $266,000.00 01-Mar-98
7.250 360 $323,600.00 01-Mar-98
7.375 360 $259,000.00 01-Mar-98
7.375 360 $363,750.00 01-Apr-98
6.750 360 $425,000.00 01-Apr-98
7.500 360 $280,000.00 01-Apr-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$3,831.70 01-Mar-98 $547,593.30 60.30 SFD PRIMARY 1 14-Jan-98
$1,717.98 01-Mar-98 $254,796.08 74.00 SFD PRIMARY 1 23-Jan-98
$1,992.60 01-Mar-98 $288,500.00 54.50 SFD PRIMARY 1 12-Feb-98
$1,953.51 01-Mar-98 $275,800.24 80.00 SFD PRIMARY 1 26-Jan-98
$2,242.37 01-Mar-98 $313,000.00 79.30 SFD PRIMARY 1 06-Feb-98
$2,162.50 01-Mar-98 $317,000.00 77.00 SFD PRIMARY 1 16-Feb-98
$1,978.31 01-Mar-98 $290,000.00 42.70 SFD PRIMARY 1 06-Feb-98
$2,298.93 01-Mar-98 $337,000.00 74.90 SFD PRIMARY 1 02-Feb-98
$1,884.16 01-Mar-98 $262,814.38 77.40 SFD PRIMARY 1 10-Jan-98
$3,635.92 01-Mar-98 $519,614.08 80.00 CONDO PRIMARY 1 30-Jan-98
$1,724.26 01-Mar-98 $246,416.99 80.00 SFD PRIMARY 1 30-Jan-98
$1,838.93 01-Mar-98 $262,804.82 73.90 SFD PRIMARY 1 26-Jan-98
$2,310.31 01-Mar-98 $334,500.00 75.00 SFD PRIMARY 1 10-Feb-98
$1,783.64 01-Mar-98 $252,000.00 80.00 CONDO PRIMARY 1 16-Feb-98
$4,109.52 01-Mar-98 $595,000.00 58.10 SFD PRIMARY 1 05-Feb-98
$2,046.53 01-Mar-98 $297,765.97 55.30 SFD PRIMARY 1 28-Jan-98
$1,732.73 01-Mar-98 $253,801.85 71.00 SFD PRIMARY 1 30-Jan-98
$1,704.83 01-Mar-98 $266,015.09 75.00 SFD PRIMARY 1 22-Jan-98
$1,780.40 01-Mar-98 $274,500.00 65.60 SFD PRIMARY 1 13-Feb-98
$1,689.30 01-Mar-98 $241,420.70 80.00 SFD PRIMARY 1 02-Feb-98
$1,705.44 01-Mar-98 $250,000.00 71.70 SFD PRIMARY 1 09-Feb-98
$2,167.87 01-Mar-98 $329,722.76 71.80 SFD PRIMARY 1 22-Jan-98
$4,488.01 01-Mar-98 $649,800.00 68.80 SFD PRIMARY 1 11-Feb-98
$1,704.08 01-Mar-98 $249,605.13 70.40 SFD PRIMARY 1 26-Jan-98
$1,726.69 01-Mar-98 $250,000.00 36.50 SFD PRIMARY 1 06-Feb-98
$1,893.04 01-Mar-98 $277,500.00 75.00 SFD PRIMARY 1 02-Feb-98
$1,740.50 01-Mar-98 $252,000.00 80.00 TOWNHOUSE PRIMARY 1 02-Feb-98
$2,380.76 01-Mar-98 $344,700.00 79.30 SFD PRIMARY 1 12-Feb-98
$1,805.72 01-Mar-98 $264,493.51 80.00 SFD PRIMARY 1 28-Jan-98
$1,602.91 01-Mar-98 $244,000.00 81.40 SFD PRIMARY 1 06-Feb-98
$2,230.72 01-Mar-98 $326,438.84 79.40 SFD PRIMARY 1 26-Jan-98
$1,773.71 01-Mar-98 $269,773.17 67.50 SFD PRIMARY 1 21-Jan-98
$1,951.02 01-Mar-98 $286,000.00 69.80 SFD PRIMARY 1 02-Feb-98
$2,128.97 01-Mar-98 $320,000.00 78.90 SFD PRIMARY 1 16-Feb-98
$1,875.98 01-Mar-98 $274,785.47 46.40 SFD PRIMARY 1 30-Jan-98
$2,244.69 01-Mar-98 $324,752.71 72.30 SFD PRIMARY 1 29-Jan-98
$1,814.59 01-Mar-98 $265,792.49 51.70 SFD PRIMARY 1 27-Jan-98
$2,207.52 01-Mar-98 $323,347.56 68.20 SFD PRIMARY 1 29-Jan-98
$1,788.85 01-Mar-98 $258,802.92 73.60 SFD PRIMARY 1 30-Jan-98
$2,512.33 01-Mar-98 $363,750.00 75.00 SFD PRIMARY 1 19-Feb-98
$2,756.54 01-Mar-98 $425,000.00 68.55 PUD PRIMARY 1 12-Feb-98
$1,957.80 01-Mar-98 $280,000.00 73.70 SFD PRIMARY 1 02-Feb-98
</TABLE>
<PAGE>
<TABLE>
- ----------------------------------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
602136497 5441 NASSAU CIR E ENGLEWOOD CO 80110 7.250 360
602136545 1509 EDGWOOD LN WINNETKA IL 60093 7.500 360
602136590 386 CHERRY HILLS CT THOUSAND OAKS CA 91320 7.500 360
602137067 1626 ROBIN HOOD PL HIGHLAND PARK IL 60035 7.375 360
602137443 17 ATLANTIC BEACH CT KIAWAH ISLAND SC 29455 6.625 360
602138752 3800 ISLAND PARK DR WATERFORD TWP. MI 48329 7.750 360
602138912 2505 DEKOVEN BELMONT CA 94002 7.375 360
602140277 2619 OAK AVE NORTHBROOK IL 60062 7.250 360
602141461 22185 W CUBA RD KILDEER IL 60047 7.500 360
602142100 4977 EVANS AVE FREMONT CA 94538 7.750 360
602143544 8906 PEORIA COURT SPRINGFIELD VA 22153 7.625 360
602143782 2100 LLAGAS RD MORGAN HILL CA 95037 6.625 360
602144339 333 W 71ST ST NEW YORK NY 10023 7.375 360
602144625 9611 ELENA DR NE ALBUQUERQUE NM 87122 7.375 360
602145125 1787 CARRIAGE PARK CIR SALT LAKE CITY UT 84121 7.500 360
602145136 210 W ELSMERE PLACE SAN ANTONIO TX 78212 6.625 360
602145307 46907 BUSHWOOD CT STERLING VA 20164 7.500 360
602145409 5519 CORN MILL LN POWDER SPRINGS GA 30073 7.500 360
602145557 2308 OCEAN POINT DR WILMINGTON NC 28405 7.375 360
602147456 2062 STRATTON RD WALNUT CREEK CA 94598 7.250 360
602151179 6714 E YOSEMITE AVE. ORANGE CA 92867 7.375 360
602152443 3831 W BLACKSMITH RD PARK CITY UT 84098 7.250 360
602152498 1015 LAKE PARK BIRMINGHAM MI 48009 7.375 360
602152546 235 SUNSET DR NORTHFIELD IL 60093 7.375 360
602154161 11851 S OCTOBER COVE SANDY UT 84094 7.625 360
602158531 2052 CAROLINA AVE NE ST. PETERSBURG FL 33703 7.375 360
602162434 513 PINNACLE HEIGHTS LN LAS VEGAS NV 89134 7.375 360
602162467 9831 ORCHARD CLUB DR CINCINNATI OH 45242 7.625 360
602162640 4802 WILLOW ST BELLAIRE TX 77401 7.250 360
602162888 2627 NE THOMPSON ST PORTLAND OR 97212 6.625 360
602163060 20 WHITE DEER LANE WEST HARRISON NY 10604 7.375 360
602167406 2120 PELHAM HOUSTON TX 77019 7.000 360
602167451 14182 SOBEY MEADOWS COURT SARATOGA CA 95070 7.375 360
602167667 7240 FISHBACK HILL LN INDIANAPOLIS IN 46278 7.375 360
602168782 6053 OAKGATE ROW LA JOLLA CA 92037 7.125 360
602170695 425 PRAIRIE AVE WILMETTE IL 60091 7.625 360
602171710 890 WALNUT RIDGE DR WAUKEE IA 50263 7.250 360
602171992 4 WINCHESTER IRVINE CA 92720 7.625 360
602172664 212 BORDEAUX LANE CARY NC 27511 7.250 360
602173803 1854 N FREMONT CHICAGO IL 60614 7.250 360
602176737 3130 MILL CT ANN ARBOR MI 48104 7.375 360
602180016 4670 BRAFFERTON BLOOMFIELD MI 48302 7.500 360
</TABLE>
<TABLE>
PI_PAY PAID THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
<S> <C> <C> <C> <C> <C>
$372,800.00 01-Mar-98 $2,543.15 01-Mar-98 $372,509.18 72.40SFD PRIMARY 1 30-Jan-98
$400,000.00 01-Apr-98 $2,796.86 01-Mar-98 $400,000.00 80.00SFD PRIMARY 1 05-Feb-98
$343,000.00 01-Mar-98 $2,398.31 01-Mar-98 $342,745.44 76.60SFD PRIMARY 1 27-Jan-98
$248,500.00 01-Mar-98 $1,716.33 01-Mar-98 $248,310.91 79.70SFD PRIMARY 1 23-Jan-98
$357,500.00 01-Apr-98 $2,289.11 01-Mar-98 $357,500.00 63.30SFD SECOND-HOME 1 09-Feb-98
$234,000.00 01-Apr-98 $1,676.40 01-Mar-98 $234,000.00 90.00SFD PRIMARY 1 12-Feb-98
$285,000.00 01-Mar-98 $1,968.42 01-Mar-98 $284,783.14 73.10SFD PRIMARY 1 30-Jan-98
$270,000.00 01-Apr-98 $1,841.88 01-Mar-98 $270,000.00 72.00SFD PRIMARY 1 06-Feb-98
$500,000.00 01-Mar-98 $3,496.07 01-Mar-98 $499,628.92 77.10SFD PRIMARY 1 29-Jan-98
$250,000.00 01-Mar-98 $1,791.03 01-Mar-98 $249,823.55 60.40SFD PRIMARY 1 21-Jan-98
$242,900.00 01-Apr-98 $1,719.23 01-Mar-98 $242,900.00 78.40SFD PRIMARY 1 13-Feb-98
$292,000.00 01-Apr-98 $1,869.71 01-Mar-98 $292,000.00 66.40SFD PRIMARY 1 20-Feb-98
$550,000.00 01-Apr-98 $3,798.71 01-Mar-98 $550,000.00 41.60SFD PRIMARY 1 19-Feb-98
$370,000.00 01-Apr-98 $2,555.50 01-Mar-98 $370,000.00 73.30SFD PRIMARY 1 02-Feb-98
$300,000.00 01-Mar-98 $2,097.64 01-Mar-98 $299,777.36 70.00SFD PRIMARY 1 30-Jan-98
$313,700.00 01-Apr-98 $2,008.66 01-Mar-98 $313,700.00 76.80SFD PRIMARY 1 03-Feb-98
$241,000.00 01-Mar-98 $1,685.11 01-Mar-98 $240,821.14 79.90SFD PRIMARY 1 30-Jan-98
$308,000.00 01-Mar-98 $2,153.58 01-Mar-98 $307,771.42 73.40SFD PRIMARY 1 26-Jan-98
$643,000.00 01-Apr-98 $4,441.04 01-Mar-98 $643,000.00 64.80SFD PRIMARY 1 02-Feb-98
$268,000.00 01-Apr-98 $1,828.23 01-Mar-98 $268,000.00 73.50SFD PRIMARY 1 13-Feb-98
$316,800.00 01-Mar-98 $2,188.06 01-Mar-98 $316,558.94 80.00SFD PRIMARY 1 29-Jan-98
$326,250.00 01-Apr-98 $2,225.60 01-Mar-98 $326,250.00 75.00SFD PRIMARY 1 02-Feb-98
$404,000.00 01-Apr-98 $2,790.33 01-Mar-98 $404,000.00 60.80SFD PRIMARY 1 02-Feb-98
$300,000.00 01-Apr-98 $2,072.03 01-Mar-98 $300,000.00 42.90SFD PRIMARY 1 06-Feb-98
$517,600.00 01-Mar-98 $3,663.54 01-Mar-98 $517,225.38 80.00SFD PRIMARY 1 26-Jan-98
$250,000.00 01-Mar-98 $1,726.69 01-Mar-98 $249,809.77 71.90SFD PRIMARY 1 30-Jan-98
$478,700.00 01-Mar-98 $3,306.26 01-Mar-98 $478,335.74 80.00SFD PRIMARY 1 19-Jan-98
$252,300.00 01-Apr-98 $1,785.76 01-Mar-98 $252,300.00 77.70SFD PRIMARY 1 04-Feb-98
$460,800.00 01-Mar-98 $3,143.47 01-Mar-98 $460,440.53 80.00SFD PRIMARY 1 22-Jan-98
$315,200.00 01-Apr-98 $2,018.26 01-Mar-98 $315,200.00 63.10SFD PRIMARY 1 20-Feb-98
$475,000.00 01-Mar-98 $3,280.71 01-Mar-98 $474,638.56 70.00SFD PRIMARY 1 23-Jan-98
$332,000.00 01-Mar-98 $2,208.80 01-Mar-98 $331,727.87 80.00SFD PRIMARY 1 23-Jan-98
$490,000.00 01-Mar-98 $3,384.31 01-Mar-98 $489,592.62 51.60SFD PRIMARY 1 15-Jan-98
$398,500.00 01-Mar-98 $2,752.34 01-Mar-98 $398,196.77 60.40SFD PRIMARY 1 02-Feb-98
$359,000.00 01-Mar-98 $2,418.65 01-Mar-98 $358,712.91 80.00SFD PRIMARY 1 30-Jan-98
$237,500.00 01-Mar-98 $1,681.01 01-Mar-98 $237,328.10 73.10SFD PRIMARY 1 30-Jan-98
$234,000.00 01-Apr-98 $1,596.29 01-Mar-98 $234,000.00 76.80SFD PRIMARY 1 05-Feb-98
$320,000.00 01-Apr-98 $2,264.94 01-Mar-98 $320,000.00 88.90SFD PRIMARY 1 20-Feb-98
$442,300.00 01-Apr-98 $3,017.27 01-Mar-98 $442,300.00 80.00SFD PRIMARY 1 12-Feb-98
$335,000.00 01-Mar-98 $2,285.29 01-Mar-98 $334,738.67 54.10SFD PRIMARY 1 22-Jan-98
$246,000.00 01-Apr-98 $1,699.06 01-Mar-98 $246,000.00 56.60SFD PRIMARY 1 06-Feb-98
$310,000.00 01-Mar-98 $2,167.56 01-Mar-98 $309,769.94 85.00SFD PRIMARY 1 23-Jan-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
LOAN ID ADDRESS CITY STATE ZIPCODE
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
602180982 206 EMERSON ST PALO ALTO CA 94301
602181119 10 CARRINGTON COURT WESTWOOD NJ 7675
602181120 4309 LAKE MICHIGAN DR CORPUS CHRISTI TX 78413
602181153 2906 TURPIN WOODS CT CINCINNATI OH 45244
602181164 2637 38TH AVE W SEATTLE WA 98199
602181277 285409 NE 63RD WAY CARNATION WA 98014
602187876 3013 CHATELAINE DRIVE AUSTIN TX 78746
602188434 1 OAKWOOD CT CEDAR GROVE NJ 7009
602189082 2201 N RIVER HILLS RD AUSTIN TX 78733
602189093 271 LOGAN RANCH ROAD GEORGETOWN TX 78628
602191473 201 BAHAMA LANE PALM BEACH FL 33480
602193033 17836 JOHN CONNER RD CORNELIUS NC 28031
602193226 2120 DELPOND LN CHARLOTTE NC 28226
602194103 6460 E TRAILRIDGE CIRCLE #15 MESA AZ 85215
602198118 6351 NORTHFIELD WEST BLOOMFIELD MI 48322
602198653 34226 KENWOOD DRIVE FREMONT CA 94555
602199142 17689 SHEFFIELD LANE EDEN PRAIRIE MN 55346
602199665 3801 E ALEXANDER AVE LITTLETON CO 80121
602200748 654 THORNCROFT DR WEST CHESTER PA 19380
602200771 5165 E SERENA AVE CLOVIS CA 93611
602203137 6219 MIDSUMMER LN ROANOKE VA 24018
602203683 1607 N WOODLAWN ST WHEATON IL 60187
602204014 864 MEDEA WAY DENVER CO 80209
602204069 1911 LEXINGTON AVE SAN MATEO CA 94402
602205480 7405 QUARTZ CIRCLE DUBLIN CA 94568
602205685 2780 THOMAS GRADE RD MORGAN HILL CA 95037
602207471 11563 BURR OAK LANE BURR RIDGE IL 60525
602208893 2102 E SAHUARO DR PHOENIX AZ 85028
602209861 3870 S 176 AVE OMAHA NE 68130
602213549 9640 SE 61ST PLACE MERCER ISLAND WA 98040
602214210 621 UPPER VINTNERS CIRCLE FREMONT CA 94539
602216154 7001 TOPAZ LN BAKERSFIELD CA 93308
602220230 9425 QUAIL RIDGE RUN BRIGHTON MI 48114
602220456 2075 SUMMIT ST FRANKTOWN CO 80116
602220478 12865 CLAYTON RD SAN JOSE CA 95127
602223847 525 BOBBY'S LANE HOLLISTER CA 95023
602224644 6631 BUTLER OAKS CT SPRING TX 77389
602224699 2616 HAWTHORN RD ANN ARBOR MI 48104
602225667 3164 PURDUE AVE LOS ANGELES CA 90066
602228648 81 DANADA DR WHEATON IL 60187
602232768 2358 INDIAN PAINTBRUSH CIR HIGHLANDS RANCH CO 80126
602232859 14009 SOUTHEAST SOMERSET BLVD. BELLEVUE WA 98006
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- ----------------------------------------------
<S> <C> <C> <C>
7.500 360 $329,000.00 01-Mar-98
7.375 360 $340,000.00 01-Apr-98
6.625 360 $271,950.00 01-Apr-98
7.500 360 $275,000.00 01-Apr-98
7.250 360 $312,000.00 01-Mar-98
7.250 360 $294,400.00 01-Apr-98
7.250 360 $250,000.00 01-Mar-98
7.250 360 $336,000.00 01-Apr-98
7.250 360 $339,300.00 01-Mar-98
7.250 360 $320,000.00 01-Mar-98
7.750 360 $400,000.00 01-Apr-98
7.375 360 $565,000.00 01-Apr-98
7.625 360 $385,000.00 01-Apr-98
7.500 360 $240,000.00 01-Mar-98
7.500 360 $261,250.00 01-Apr-98
7.375 360 $264,000.00 01-Mar-98
7.500 360 $297,000.00 01-Apr-98
7.250 360 $332,000.00 01-Apr-98
6.625 360 $284,050.00 01-Mar-98
7.625 360 $273,800.00 01-Mar-98
7.250 360 $242,000.00 01-Apr-98
7.375 360 $239,950.00 01-Apr-98
7.375 360 $245,000.00 01-Apr-98
7.250 360 $288,500.00 01-Apr-98
7.625 360 $244,800.00 01-Mar-98
7.625 360 $272,250.00 01-Mar-98
6.875 360 $336,000.00 01-Mar-98
7.250 360 $240,000.00 01-Mar-98
7.875 360 $435,000.00 01-Mar-98
7.375 360 $434,000.00 01-Apr-98
7.250 360 $550,000.00 01-Mar-98
6.750 360 $227,500.00 01-Mar-98
7.375 360 $400,000.00 01-Mar-98
7.000 360 $318,750.00 01-Apr-98
7.500 360 $445,000.00 01-Apr-98
7.875 360 $299,000.00 01-Mar-98
7.000 360 $282,400.00 01-Apr-98
7.750 360 $287,000.00 01-Apr-98
7.625 360 $394,000.00 01-Mar-98
7.375 360 $257,500.00 01-Apr-98
7.250 360 $250,800.00 01-Mar-98
7.250 360 $303,200.00 01-Apr-98
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$2,300.42 01-Mar-98 $328,755.83 65.80 SFD PRIMARY 1 30-Jan-98
$2,348.30 01-Mar-98 $340,000.00 41.80 SFD PRIMARY 1 06-Feb-98
$1,741.33 01-Mar-98 $271,950.00 95.00 SFD PRIMARY 1 10-Feb-98
$1,922.84 01-Mar-98 $275,000.00 72.40 SFD PRIMARY 1 17-Feb-98
$2,128.39 01-Mar-98 $311,756.61 80.00 SFD PRIMARY 1 26-Jan-98
$2,008.33 01-Mar-98 $294,400.00 75.00 SFD PRIMARY 1 06-Feb-98
$1,705.44 01-Mar-98 $249,804.98 72.70 SFD PRIMARY 1 16-Jan-98
$2,292.11 01-Mar-98 $336,000.00 78.20 CONDO PRIMARY 1 23-Feb-98
$2,314.62 01-Mar-98 $339,035.32 40.00 SFD PRIMARY 1 30-Jan-98
$2,182.96 01-Mar-98 $319,750.37 80.00 SFD PRIMARY 1 19-Jan-98
$2,865.65 01-Mar-98 $400,000.00 62.40 SFD PRIMARY 1 02-Feb-98
$3,902.31 01-Mar-98 $565,000.00 74.90 SFD PRIMARY 1 06-Feb-98
$2,725.01 01-Mar-98 $385,000.00 54.30 SFD PRIMARY 1 06-Feb-98
$1,678.11 01-Mar-98 $239,821.89 75.00 SFD PRIMARY 1 22-Jan-98
$1,826.70 01-Mar-98 $261,250.00 95.00 SFD PRIMARY 1 12-Feb-98
$1,823.38 01-Mar-98 $263,799.12 78.90 SFD PRIMARY 1 28-Jan-98
$2,076.67 01-Mar-98 $297,000.00 73.40 SFD PRIMARY 1 06-Feb-98
$2,264.83 01-Mar-98 $332,000.00 50.40 SFD PRIMARY 1 10-Feb-98
$1,818.80 01-Mar-98 $283,799.39 95.00 SFD PRIMARY 1 29-Jan-98
$1,937.94 01-Mar-98 $273,501.83 79.40 SFD PRIMARY 1 01-Feb-98
$1,650.87 01-Mar-98 $242,000.00 66.20 SFD PRIMARY 1 09-Feb-98
$1,657.28 01-Mar-98 $239,950.00 71.70 SFD PRIMARY 1 06-Feb-98
$1,692.15 01-Mar-98 $245,000.00 53.30 SFD PRIMARY 1 04-Feb-98
$1,968.08 01-Mar-98 $288,500.00 71.30 SFD PRIMARY 1 02-Feb-98
$1,732.68 01-Mar-98 $244,622.82 80.00 SFD PRIMARY 1 22-Jan-98
$1,926.97 01-Mar-98 $272,052.95 68.10 PUD PRIMARY 1 20-Jan-98
$2,207.28 01-Mar-98 $335,717.72 80.00 PUD PRIMARY 1 30-Jan-98
$1,637.22 01-Mar-98 $239,812.77 80.00 SFD PRIMARY 1 16-Jan-98
$3,154.05 01-Mar-98 $434,700.64 66.50 SFD PRIMARY 1 28-Jan-98
$2,997.53 01-Mar-98 $434,000.00 51.10 SFD PRIMARY 1 13-Feb-98
$3,751.97 01-Mar-98 $549,570.95 74.60 SFD PRIMARY 1 29-Jan-98
$1,475.56 01-Mar-98 $227,304.13 77.20 SFD PRIMARY 1 29-Jan-98
$2,762.70 01-Mar-98 $399,695.63 87.00 SFD PRIMARY 1 30-Jan-98
$2,120.65 01-Mar-98 $318,750.00 75.00 SFD PRIMARY 1 06-Feb-98
$3,111.50 01-Mar-98 $445,000.00 72.40 SFD PRIMARY 1 20-Feb-98
$2,167.96 01-Mar-98 $298,760.76 90.00 SFD PRIMARY 1 30-Jan-98
$1,878.81 01-Mar-98 $282,400.00 80.00 SFD PRIMARY 1 06-Feb-98
$2,056.10 01-Mar-98 $287,000.00 71.80 SFD PRIMARY 1 09-Feb-98
$2,788.71 01-Mar-98 $393,714.83 73.00 SFD PRIMARY 1 28-Jan-98
$1,778.49 01-Mar-98 $257,500.00 69.60 SFD PRIMARY 1 06-Feb-98
$1,710.90 01-Mar-98 $250,604.35 71.60 SFD PRIMARY 1 29-Jan-98
$2,068.36 01-Mar-98 $303,200.00 80.00 SFD PRIMARY 1 11-Feb-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
LOAD_ID ADDRESS CITY STATE ZIPCODE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
602232917 6083 OAKGATE ROW LA JOLLA CA 92037
602237887 4240 CORDOBES COVE SAN DIEGO CA 92130
602238467 7108 EDGEVALE ST CHEVY CHASE MD 20815
602238866 42555 WOODWIND LN CANTON MI 48188
602239300 6010 REINHARDT FAIRWAY KS 66205
602239958 104 LUDGATE CT MORRISVILLE NC 27560
602240223 12303 NE 293RD CIRCLE BATTLE GROUND WA 98604
602248492 8947 MOUNTAIN ASH CT SPRINGFIELD VA 22153
602248528 1653 FRANCIS HAMMOND PKY ALEXANDRIA VA 22302
602248744 11323 BROADVIEW DR MOORPARK CA 93021
602248846 1500 CAMDEN WAY OKLAHOMA CITY OK 73116
602249073 17 SPRINGSIDE DOVE CANYON CA 92679
602249916 1239 TOWNSEND TERRACE SUNNYVALE CA 94087
602250340 545 CYPRESS POINT CT RIVERWOODS IL 60015
602251034 535 WHITEGATE COURT BARRINGTON IL 60010
602252605 102 JESSICA COURT CORNWALL NY 12518
602254890 1337 LAKE CREEK RD EDWARDS CO 81632
602258257 11600 SE 207TH AVE ISSAQUAH WA 98027
602258406 2819 OAK POINT LN RICHMOND VA 23233
602264665 9405 WOODINGTON DR POTOMAC MD 20854
602265165 20 NORTHFIELD DR NORTHPORT NY 11768
602271868 3900 E ST ROUTE 73 WAYNESVILLE OH 45068
602277739 104 WOODCLIFF AVE WODDCLIFF LAKE NJ 7675
602279606 20 LOCH LLOYD PKWY BELTON MO 64012
602280482 14 THORNEWOOD RD ARMONK NY 10504
602281586 7910 W SUSSEX CT LONGMONT CO 80501
602284431 972 SHEM DR MOUNT PLEASANT SC 29464
602284670 41 BRUIN HILL RD NORTH ANDOVER MA 1845
602286239 9762 BRIER LANE SANTA ANA CA 92705
602286477 12283 BRIDGEWATER RD INDIANAPOLIS IN 46256
602286785 59 LAKE FOREST DR ST. LOUIS MO 63117
602287296 500 WAVERLY WAY KIRKLAND WA 98033
602292373 24622 MONITA CIR LAGUNA NIGUEL CA 92677
602298380 1121 PALO ALTO WAY SALINAS CA 93901
602309657 6107 BRYAN PLACE BRENTWOOD TN 37027
602311559 2795 E FALCON WAY SANDY UT 84093
602326419 1366 JAYHAWK LN LIVERMORE CA 94550
602327739 18 CEDAR HILL RD ALBUQUERQUE NM 87122
602329401 6530 SE 30TH AVE PORTLAND OR 97202
602337548 4603 WESTERDALE DR FULSHEAR TX 77441
602341258 138 SOUNDVIEW DRIVE PORT WASHINGTON NY 11050
602343808 19117 194TH AVE NE WOODINVILLE WA 98072
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- -----------------------------------------------
<S> <C> <C> <C>
7.375 360 $353,000.00 01-Mar-98
7.250 360 $296,000.00 01-Apr-98
7.375 360 $265,000.00 01-Apr-98
7.875 360 $232,000.00 01-Mar-98
7.250 360 $240,000.00 01-Apr-98
7.250 360 $265,000.00 01-Apr-98
7.000 360 $262,250.00 01-Apr-98
7.625 360 $272,000.00 01-Apr-98
7.500 360 $399,000.00 01-Apr-98
7.250 360 $265,000.00 01-Apr-98
6.750 360 $331,700.00 01-Apr-98
7.750 360 $263,000.00 01-Apr-98
7.625 360 $348,000.00 01-Apr-98
7.375 360 $316,300.00 01-Mar-98
7.625 360 $399,000.00 01-Apr-98
7.875 360 $265,000.00 01-Mar-98
7.250 360 $290,000.00 01-Apr-98
7.250 360 $276,000.00 01-Apr-98
6.750 360 $308,000.00 01-Apr-98
7.375 360 $332,000.00 01-Mar-98
7.625 360 $250,000.00 01-Apr-98
7.250 360 $272,000.00 01-Apr-98
7.250 360 $360,000.00 01-Apr-98
7.500 360 $352,000.00 01-Apr-98
6.875 360 $325,000.00 01-Apr-98
7.375 360 $292,000.00 01-Apr-98
7.250 360 $269,800.00 01-Apr-98
7.375 360 $265,900.00 01-Mar-98
7.750 360 $650,000.00 01-Apr-98
7.250 360 $394,000.00 01-Apr-98
7.375 360 $502,000.00 01-Apr-98
7.500 360 $330,000.00 01-Apr-98
7.750 360 $288,000.00 01-Apr-98
7.375 360 $250,400.00 01-Apr-98
7.625 360 $246,600.00 01-Mar-98
6.750 360 $256,000.00 01-Apr-98
7.750 360 $280,250.00 01-Apr-98
7.250 360 $314,910.00 01-Apr-98
7.250 360 $275,000.00 01-Apr-98
7.250 360 $250,000.00 01-Apr-98
7.500 360 $328,000.00 01-Apr-98
7.750 360 $300,000.00 01-Apr-98
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$2,438.08 01-Mar-98 $352,731.40 80.00 SFD PRIMARY 1 30-Jan-98
$2,019.24 01-Mar-98 $296,000.00 80.00 SFD PRIMARY 1 17-Feb-98
$1,830.29 01-Mar-98 $265,000.00 79.90 SFD PRIMARY 1 06-Feb-98
$1,682.16 01-Mar-98 $231,840.34 95.00 SFD PRIMARY 1 30-Jan-98
$1,637.22 01-Mar-98 $240,000.00 71.70 SFD PRIMARY 1 11-Feb-98
$1,807.77 01-Mar-98 $265,000.00 65.60 SFD PRIMARY 1 05-Feb-98
$1,744.76 01-Mar-98 $262,250.00 70.00 SFD PRIMARY 1 18-Feb-98
$1,925.20 01-Mar-98 $272,000.00 76.90 SFD PRIMARY 1 20-Feb-98
$2,789.87 01-Mar-98 $399,000.00 84.90 SFD PRIMARY 1 20-Feb-98
$1,807.77 01-Mar-98 $265,000.00 67.10 SFD PRIMARY 1 06-Feb-98
$2,151.40 01-Mar-98 $331,700.00 62.90 SFD PRIMARY 1 09-Feb-98
$1,884.16 01-Mar-98 $263,000.00 72.90 SFD PRIMARY 1 10-Feb-98
$2,463.12 01-Mar-98 $348,000.00 74.90 SFD PRIMARY 1 13-Feb-98
$2,184.61 01-Mar-98 $316,059.32 80.00 PUD PRIMARY 1 30-Jan-98
$2,824.10 01-Mar-98 $399,000.00 73.90 SFD PRIMARY 1 05-Feb-98
$1,921.43 01-Mar-98 $264,817.63 93.40 SFD PRIMARY 1 30-Jan-98
$1,978.31 01-Mar-98 $290,000.00 39.00 SFD PRIMARY 1 05-Feb-98
$1,882.81 01-Mar-98 $276,000.00 79.00 SFD PRIMARY 1 12-Feb-98
$1,997.68 01-Mar-98 $308,000.00 68.50 SFD PRIMARY 1 09-Feb-98
$2,293.04 01-Mar-98 $331,747.18 79.10 SFD PRIMARY 1 29-Jan-98
$1,769.48 01-Mar-98 $250,000.00 75.80 SFD PRIMARY 1 26-Feb-98
$1,855.52 01-Mar-98 $272,000.00 57.90 SFD PRIMARY 1 06-Feb-98
$2,455.83 01-Mar-98 $360,000.00 60.60 SFD PRIMARY 1 13-Feb-98
$2,461.24 01-Mar-98 $352,000.00 56.80 SFD PRIMARY 1 06-Feb-98
$2,135.02 01-Mar-98 $325,000.00 71.80 SFD PRIMARY 1 10-Feb-98
$2,016.77 01-Mar-98 $292,000.00 80.00 SFD PRIMARY 1 11-Feb-98
$1,840.51 01-Mar-98 $269,800.00 95.00 SFD PRIMARY 1 20-Feb-98
$1,836.51 01-Mar-98 $265,697.67 95.00 SFD PRIMARY 1 29-Jan-98
$4,656.68 01-Mar-98 $650,000.00 52.00 SFD PRIMARY 1 13-Feb-98
$2,687.77 01-Mar-98 $394,000.00 68.00 PUD PRIMARY 1 13-Feb-98
$3,467.19 01-Mar-98 $502,000.00 74.40 PUD PRIMARY 1 13-Feb-98
$2,307.41 01-Mar-98 $330,000.00 66.00 SFD PRIMARY 1 10-Feb-98
$2,063.27 01-Mar-98 $288,000.00 79.60 SFD PRIMARY 1 03-Feb-98
$1,729.45 01-Mar-98 $250,400.00 80.00 SFD PRIMARY 1 24-Feb-98
$1,745.42 01-Mar-98 $246,421.52 90.00 SFD PRIMARY 1 30-Jan-98
$1,660.41 01-Mar-98 $256,000.00 80.00 SFD PRIMARY 1 12-Feb-98
$2,007.75 01-Mar-98 $280,250.00 95.00 SFD PRIMARY 1 24-Feb-98
$2,148.24 01-Mar-98 $314,910.00 90.00 SFD SECOND-HOME 1 12-Feb-98
$1,875.98 01-Mar-98 $275,000.00 56.80 SFD PRIMARY 1 24-Feb-98
$1,705.44 01-Mar-98 $250,000.00 78.20 SFD PRIMARY 1 16-Feb-98
$2,293.42 01-Mar-98 $328,000.00 80.00 SFD PRIMARY 1 26-Feb-98
$2,149.24 01-Mar-98 $300,000.00 88.50 SFD PRIMARY 1 06-Feb-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
LOAD_ID ADDRESS CITY STATE ZIPCODE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
602345720 31608 GALLERY LANE EVERGREEN CO 80439
602346867 750 PARSONS ROAD RIDGEWOOD NJ 7450
602348346 448 CUMULUS AVE SUNNYVALE CA 94087
602348701 332 KITETAIL ST SIMI VALLEY CA 93065
602358522 623 PANTERA DR DIAMOND BAR CA 91765
602360844 6810 44TH PL NE SEATTLE WA 98115
602361685 1210 WYNGATE RD WYNNEWOOD PA 19096
602381439 235 E LAKE SAMMAMISH PKY SE REDMOND WA 98053
602388993 1603 TREASURE OAKS KATY TX 77450
602392125 2449 HAYMARKET ST THOUSAND OAKS CA 91362
602399634 1338 E LAIRD AVENUE SALT LAKE CITY UT 84105
602404982 5951 S CIMARRON WAY LITTLETON CO 80123
602409099 203 CALLE SALIDA SAN CLEMENTE CA 92672
602417841 23 SORBONNE LAGUNA NIGUEL CA 92677
602428241 3225 E FOX MESA AZ 85213
602428434 1049 SHOAL CREEK CT SIMI VALLEY CA 93065
- ------------------------------------------------------------------------------------
LOAN COUNT = 729
- ------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- ----------------------------------------------
<S> <C> <C> <C>
7.375 360 $320,000.00 01-Apr-98
7.375 360 $455,200.00 01-Apr-98
7.250 360 $333,000.00 01-Apr-98
7.250 360 $297,500.00 01-Apr-98
7.375 360 $265,400.00 01-Apr-98
7.250 360 $293,400.00 01-Apr-98
7.000 360 $711,000.00 01-Apr-98
7.250 360 $250,000.00 01-Apr-98
7.125 360 $231,200.00 01-Apr-98
7.250 360 $325,000.00 01-Apr-98
7.250 360 $262,500.00 01-Apr-98
6.750 360 $250,000.00 01-Apr-98
7.625 360 $250,000.00 01-Apr-98
7.750 360 $256,300.00 01-Apr-98
7.750 360 $252,000.00 01-Apr-98
7.250 360 $252,000.00 01-Apr-98
- ----------------------------------------------
- ----------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$2,210.16 01-Mar-98 $320,000.00 80.00 SFD PRIMARY 1 13-Feb-98
$3,143.95 01-Mar-98 $455,200.00 80.00 SFD PRIMARY 1 17-Feb-98
$2,271.65 01-Mar-98 $333,000.00 61.70 SFD PRIMARY 1 20-Feb-98
$2,029.47 01-Mar-98 $297,500.00 80.00 SFD PRIMARY 1 20-Feb-98
$1,833.05 01-Mar-98 $265,400.00 90.00 SFD PRIMARY 1 13-Feb-98
$2,001.51 01-Mar-98 $293,400.00 90.00 SFD PRIMARY 1 21-Feb-98
$4,730.30 01-Mar-98 $711,000.00 71.10 SFD PRIMARY 1 20-Feb-98
$1,705.44 01-Mar-98 $250,000.00 23.90 SFD PRIMARY 1 19-Feb-98
$1,557.64 01-Mar-98 $231,200.00 80.00 SFD PRIMARY 1 10-Feb-98
$2,217.07 01-Mar-98 $325,000.00 75.20 SFD PRIMARY 1 23-Feb-98
$1,790.71 01-Mar-98 $262,500.00 75.00 SFD PRIMARY 1 27-Feb-98
$1,621.50 01-Mar-98 $250,000.00 70.20 PUD PRIMARY 1 25-Feb-98
$1,769.48 01-Mar-98 $250,000.00 78.20 SFD PRIMARY 1 24-Feb-98
$1,836.16 01-Mar-98 $256,300.00 72.20 SFD PRIMARY 1 20-Feb-98
$1,805.36 01-Mar-98 $252,000.00 90.00 SFD PRIMARY 1 25-Feb-98
$1,719.08 01-Mar-98 $252,000.00 80.00 SFD PRIMARY 1 24-Feb-98
- ----------------------------------------------------------------------------------
$237,039,011.22
- ----------------------------------------------------------------------------------
</TABLE>
<PAGE>
ABN AMRO 98-1-GROUP 2
MORTGAGE LOAN SCHEDULE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE INT_RATE LOANTERM ORIGINAL PYMTDATE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
600696594 515 TOPS'L BEACH BLVD #805 DESTIN FL 32541 8.250 180 $257,600.00 01-Apr-97
601060291 2489 COULEE CROSSING WOODWORTH LA 71485 6.625 180 $300,000.00 01-Mar-98
601644332 6 KETCHAM COURT EAST NORTHPORT NY 11731 7.500 180 $232,000.00 01-Jan-98
601699533 2635 FAIRWAYS DR HOMESTEAD FL 33035 7.500 180 $247,450.00 01-Dec-97
601736402 18899 KABOT COVE LAKEVILLE MN 55044 7.000 180 $285,600.00 01-Feb-98
601746277 13590 E CEDARPINE LN MOORPARK CA 93021 7.500 180 $252,000.00 01-Feb-98
601773362 19476 TOWERING OAKS TRL PRIOR LAKE MN 55372 7.375 180 $467,200.00 01-Jan-98
601808374 7001 DUBLIN RD EDINA MN 55439 7.000 180 $275,000.00 01-Jan-98
601837028 5901 N SANTA FE AVE EDMOND OK 73003 7.125 180 $440,000.00 01-Mar-98
601849794 42 SKYVIEW TERRACE NORTH ANDOVER MA 1845 6.750 180 $343,200.00 01-Feb-98
601873933 18 NORFOLK ST REHOBOTH BEACH DE 19971 7.125 180 $400,000.00 01-Mar-98
601939759 3716 RICE BLVD HOUSTON TX 77005 6.875 180 $243,000.00 01-Feb-98
601945702 1411 WASHO DRIVE FREMONT CA 94539 7.000 180 $420,000.00 01-Feb-98
601950744 5308 HOLLY BELLAIRE TX 77401 6.625 180 $400,000.00 01-Feb-98
601956001 10313 THORNBUSH LN BETHESDA MD 20814 7.375 180 $365,000.00 01-Feb-98
601965616 940 E HIGHWAY 98, UNIT 127 DESTIN FL 32541 7.500 180 $240,000.00 01-Mar-98
601970862 2951 MARTIN AVE PLEASANTON CA 94588 7.750 180 $252,000.00 01-Feb-98
601974081 21 KENDALL COURT PACIFICA CA 94044 7.875 180 $238,000.00 01-Apr-98
601993437 607 HAWKS BILL PL SIMI VALLEY CA 93065 6.500 180 $284,000.00 01-Apr-98
602000951 5 SPANISH OAK WACO TX 76710 7.125 180 $529,600.00 01-Feb-98
602004205 2120 POTOMAC #C HOUSTON TX 77057 7.125 180 $292,000.00 01-Feb-98
602004568 5330 NAVARRO ST HOUSTON TX 77056 7.000 180 $274,000.00 01-Feb-98
602005616 62 INDIGO WAY CASTLE ROCK CO 80104 7.000 180 $607,500.00 01-Feb-98
602011317 4149 W BERRIDALE CIR SOUTH JORDAN UT 84095 7.375 180 $277,500.00 01-Mar-98
602014720 5007 GERALD AVENUE ENCINO AREA CA 91436 7.125 180 $413,000.00 01-Mar-98
602019166 190 CLEVELAND ST N ARLINGTON VA 22201 6.375 180 $311,250.00 01-Mar-98
602020158 497 RIVARD GROSSE POINTE MI 48236 6.875 180 $356,000.00 01-Feb-98
602023060 2367 BROOKSHIRE LANE LOS ANGELES CA 90077 6.875 180 $505,000.00 01-Mar-98
602025983 277 SCYAMORE GLEN PASADENA CA 91105 6.500 180 $244,100.00 01-Mar-98
602033197 155 N HARBOR DR CHICAGO IL 60601 7.250 180 $364,500.00 01-Mar-98
602039080 75 THE OVAL SUGAR LAND TX 77479 6.875 180 $314,000.00 01-Mar-98
602041734 8 CENTRAL CT LOS GATOS CA 95030 6.750 180 $359,000.00 01-Mar-98
602054774 4602 S QUINIMOSE LIBERTY LAKE WA 99019 7.000 180 $287,000.00 01-Mar-98
602077349 223 S 42ND ST PHILADELPHIA PA 19104 7.000 180 $324,000.00 01-Apr-98
602089628 3498 LAKESHORE DR WATERFORD MI 48329 7.625 180 $244,000.00 01-Apr-98
602096843 3782 NW BRONSON CREST LOOP PORTLAND OR 97229 6.875 180 $293,000.00 01-Mar-98
602098765 2439 CENTURY HILL LOS ANGELES CA 90067 7.375 180 $392,000.00 01-Mar-98
602099926 10263 LA CANADA WAY ST SUNLAND CA 91040 7.250 180 $325,000.00 01-Apr-98
602103487 310 WAVERLEY ST PALO ALTO CA 94301 6.875 180 $350,000.00 01-Apr-98
602108836 5209 WAPAKONETA RD BETHESDA MD 20816 6.500 180 $360,000.00 01-Mar-98
602108881 600 BUCKEYE AUSTIN TX 78746 6.875 180 $337,600.00 01-Apr-98
602108892 257 CHANDLER ANDOVER MA 1810 7.250 180 $262,000.00 01-Apr-98
602108927 10802 DENVER DR COOPER CITY FL 33026 7.125 180 $256,000.00 01-Mar-98
602109018 3134 PLUM ISLAND NORTHBROOK IL 60062 7.375 180 $250,000.00 01-Mar-98
602109063 10328 CHERRYWOOD LANE MUNSTER IN 46321 7.125 180 $321,200.00 01-Mar-98
602109392 2824 E ORION ST GILBERT AZ 85234 6.750 180 $250,000.00 01-Mar-98
602109472 44 GOLF RD PLEASANTON CA 94566 6.750 180 $500,000.00 01-Apr-98
602113218 2409 DRYDEN RD HOUSTON TX 77030 6.875 180 $291,200.00 01-Mar-98
602113708 43910 S MORAY ST FREMONT CA 94539 7.000 180 $251,000.00 01-Apr-98
602114388 8845 SW 113 TERRACE MIAMI FL 33176 7.125 180 $396,000.00 01-Mar-98
602115982 726 GOULDMAN LN GREAT FALLS VA 22066 6.625 180 $496,000.00 01-Apr-98
602120160 6 BELMONT LN NORTH READING MA 1864 7.375 180 $288,000.00 01-Apr-98
602121241 1960 WOODSON LOOP EUGENE OR 97405 6.750 180 $460,000.00 01-Apr-98
602123506 25 TOWER RD LEXINGTON MA 2173 7.375 180 $294,000.00 01-Apr-98
602123675 1005 LYONS HEAD VIRGINIA BEACH VA 23452 6.875 180 $280,000.00 01-Apr-98
602124676 4626 HOLBORN AVE ANNANDALE VA 22003 7.000 180 $272,300.00 01-Apr-98
602125860 109 CAMELOT DR HUNTINGTON WV 25701 7.000 180 $292,000.00 01-Mar-98
602126816 7007 N HIGHFIELD DR BIRMINGHAM AL 35242 6.375 180 $492,500.00 01-Mar-98
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
LOAN_ID PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
600696594 $2,499.08 01-Mar-98 $248,524.99 80.00 CONDO SECOND-HOME 2 18-Feb-97
601060291 $2,633.98 01-Mar-98 $299,022.27 79.00 SFD PRIMARY 2 04-Feb-98
601644332 $2,150.67 01-Mar-98 $229,875.89 80.00 SFD PRIMARY 2 13-Nov-97
601699533 $2,293.89 01-Mar-98 $244,432.54 90.00 SFD SECOND-HOME 2 31-Oct-97
601736402 $2,567.05 01-Mar-98 $283,792.62 80.00 SFD PRIMARY 2 31-Dec-97
601746277 $2,336.07 01-Mar-98 $250,085.90 78.80 SFD PRIMARY 2 17-Dec-97
601773362 $4,297.88 01-Mar-98 $462,851.36 80.00 SFD PRIMARY 2 01-Dec-97
601808374 $2,471.78 01-Mar-98 $272,381.95 73.80 SFD PRIMARY 2 01-Dec-97
601837028 $3,985.66 01-Mar-98 $438,626.84 73.40 SFD PRIMARY 2 19-Jan-98
601849794 $3,037.01 01-Mar-98 $340,980.76 80.00 SFD PRIMARY 2 18-Dec-97
601873933 $3,623.32 01-Mar-98 $398,751.68 80.00 SFD SECOND-HOME 2 09-Jan-98
601939759 $2,167.21 01-Mar-98 $241,445.52 71.90 SFD PRIMARY 2 24-Dec-97
601945702 $3,775.08 01-Mar-98 $417,342.11 56.00 SFD PRIMARY 2 23-Dec-97
601950744 $3,511.98 01-Mar-98 $397,385.51 52.70 SFD PRIMARY 2 24-Dec-97
601956001 $3,357.72 01-Mar-98 $362,764.17 76.90 SFD PRIMARY 2 18-Dec-97
601965616 $2,224.83 01-Mar-98 $239,275.17 80.00 CONDO SECOND-HOME 2 02-Jan-98
601970862 $2,372.01 01-Mar-98 $250,506.17 74.20 SFD PRIMARY 2 18-Dec-97
601974081 $2,257.31 01-Mar-98 $238,000.00 67.10 SFD PRIMARY 2 07-Feb-98
601993437 $2,473.94 01-Mar-98 $284,000.00 80.00 PUD PRIMARY 2 13-Feb-98
602000951 $4,797.28 01-Mar-98 $526,284.63 80.00 SFD PRIMARY 2 31-Dec-97
602004205 $2,645.03 01-Mar-98 $290,172.03 80.00 SFD PRIMARY 2 29-Dec-97
602004568 $2,462.79 01-Mar-98 $272,266.04 80.00 SFD PRIMARY 2 29-Dec-97
602005616 $5,460.38 01-Mar-98 $603,442.26 75.00 SFD PRIMARY 2 29-Dec-97
602011317 $2,552.79 01-Mar-98 $276,652.68 75.00 SFD PRIMARY 2 09-Jan-98
602014720 $3,741.08 01-Mar-98 $411,711.11 79.60 SFD PRIMARY 2 16-Jan-98
602019166 $2,689.98 01-Mar-98 $310,213.54 75.00 SFD PRIMARY 2 30-Jan-98
602020158 $3,175.00 01-Mar-98 $353,722.66 80.00 SFD PRIMARY 2 22-Dec-97
602023060 $4,503.86 01-Mar-98 $503,389.37 59.50 SFD PRIMARY 2 14-Jan-98
602025983 $2,126.37 01-Mar-98 $243,295.84 61.10 SFD PRIMARY 2 27-Jan-98
602033197 $3,327.39 01-Mar-98 $363,374.80 79.30 CONDO PRIMARY 2 23-Jan-98
602039080 $2,800.42 01-Mar-98 $309,798.53 46.60 SFD PRIMARY 2 05-Jan-98
602041734 $3,176.82 01-Mar-98 $357,819.38 66.80 SFD PRIMARY 2 12-Jan-98
602054774 $2,579.64 01-Mar-98 $286,094.53 79.10 SFD PRIMARY 2 20-Jan-98
602077349 $2,912.20 01-Mar-98 $324,000.00 80.00 SFD PRIMARY 2 05-Feb-98
602089628 $2,279.28 01-Mar-98 $244,000.00 50.40 SFD PRIMARY 2 12-Feb-98
602096843 $2,613.13 01-Mar-98 $292,065.52 53.80 SFD PRIMARY 2 30-Jan-98
602098765 $3,606.10 01-Mar-98 $390,803.07 80.00 SFD PRIMARY 2 12-Jan-98
602099926 $2,966.80 01-Mar-98 $325,000.00 56.60 SFD PRIMARY 2 05-Feb-98
602103487 $3,121.49 01-Mar-98 $350,000.00 41.20 SFD PRIMARY 2 11-Feb-98
602108836 $3,135.99 01-Mar-98 $358,814.01 80.00 SFD PRIMARY 2 28-Jan-98
602108881 $3,010.90 01-Mar-98 $337,600.00 80.00 SFD PRIMARY 2 03-Feb-98
602108892 $2,391.71 01-Mar-98 $262,000.00 72.80 SFD PRIMARY 2 13-Feb-98
602108927 $2,318.93 01-Mar-98 $255,201.07 72.40 SFD PRIMARY 2 30-Jan-98
602109018 $2,299.81 01-Mar-98 $249,236.65 62.50 SFD PRIMARY 2 02-Feb-98
602109063 $2,909.53 01-Mar-98 $320,197.60 80.00 SFD PRIMARY 2 30-Jan-98
602109392 $2,212.27 01-Mar-98 $249,193.98 60.30 SFD PRIMARY 2 30-Jan-98
602109472 $4,424.55 01-Mar-98 $500,000.00 75.10 SFD PRIMARY 2 09-Feb-98
602113218 $2,597.08 01-Mar-98 $290,271.25 80.00 SFD PRIMARY 2 30-Jan-98
602113708 $2,256.06 01-Mar-98 $251,000.00 58.40 SFD PRIMARY 2 26-Jan-98
602114388 $3,587.09 01-Mar-98 $394,764.16 73.80 SFD PRIMARY 2 30-Jan-98
602115982 $4,354.85 01-Mar-98 $496,000.00 70.90 SFD PRIMARY 2 10-Feb-98
602120160 $2,649.38 01-Mar-98 $288,000.00 68.60 SFD PRIMARY 2 18-Feb-98
602121241 $4,070.58 01-Mar-98 $460,000.00 75.50 SFD PRIMARY 2 16-Feb-98
602123506 $2,704.57 01-Mar-98 $294,000.00 57.80 SFD PRIMARY 2 05-Feb-98
602123675 $2,497.19 01-Mar-98 $280,000.00 48.70 SFD PRIMARY 2 09-Feb-98
602124676 $2,447.51 01-Mar-98 $272,300.00 63.20 SFD PRIMARY 2 13-Feb-98
602125860 $2,624.58 01-Mar-98 $291,078.75 80.00 SFD PRIMARY 2 23-Jan-98
602126816 $4,256.43 01-Mar-98 $490,494.07 80.00 SFD PRIMARY 2 16-Jan-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ABN AMRO 98-1-GROUP 2
MORTGAGE LOAN SCHEDULE
- ------------------------------------------------------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE INT_RATE LOAN TERM ORIGINAL PYMTDATE
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
602126883 305 WOODLAND LANE OCONOMOWOC WI 53066 7.000 180 $429,000.00 01-Apr-98
602127715 6503 LIBERTY RIDGE DR HAMILTON OH 45011 7.000 180 $419,100.00 01-Mar-98
602130173 2025 E NEWTON STREET SEATTLE WA 98112 7.000 180 $324,000.00 01-Apr-98
602131254 1573 ASHCROFT WAY SUNNYVALE CA 94087 6.750 180 $390,000.00 01-Apr-98
602131620 1117 CHALLENGER AUSTIN TX 78734 7.000 180 $493,000.00 01-Mar-98
602133611 2704 PEMBERTON DR HOUSTON TX 77005 6.875 180 $340,600.00 01-Mar-98
602133917 5280 INFINITY CT GROVE CITY OH 43123 7.000 180 $247,500.00 01-Mar-98
602133962 198 RICE MILL DR PAWLEYS ISLAND SC 29585 6.875 180 $485,000.00 01-Apr-98
602134031 3662 OVERBROOK LN HOUSTON TX 77027 6.750 180 $258,000.00 01-Mar-98
602134484 4204 ALBANS ST HOUSTON TX 77005 7.000 180 $298,000.00 01-Mar-98
602134495 21 TOPPER CT LAFAYETTE CA 94549 6.500 180 $303,000.00 01-Mar-98
602134554 HCR 69, BOX 149-1 SUNRISE BEACH MO 65079 7.250 180 $285,000.00 01-Apr-98
602137272 8425 N. RIVER RD RIVER HILLS WI 53217 7.125 180 $370,000.00 01-Apr-98
602137454 2825 E. NEW BERRY BLVD MILWAUKEE WI 53217 7.250 180 $284,000.00 01-Apr-98
602139376 W331 N 6220 HIGHWAY C NASHOTAH WI 53058 7.000 180 $307,000.00 01-Apr-98
602145089 6446 LAKE MEADOW DR BURKE VA 22015 7.375 180 $341,250.00 01-Apr-98
602154069 1027 LINDEN LANE MOUND MN 55364 6.875 180 $279,000.00 01-Mar-98
602162775 31 BROOKS RD MOORESTOWN NJ 8057 6.375 180 $259,250.00 01-Apr-98
602170628 1616 BEDFORD OKLAHOMA CITY OK 73116 6.625 180 $400,000.00 01-Apr-98
602171344 103 HOMESTEAD AVE METAIRIE LA 70005 6.625 180 $425,000.00 01-Apr-98
602172130 11620 IRISH AVE N MINNESOTA MN 55082 6.875 180 $650,000.00 01-Apr-98
602173745 521 GUADALUPE DR LOS ALTOS CA 94022 6.875 180 $770,000.00 01-Apr-98
602174779 1029 PARAGON BOULDER CO 80303 6.875 180 $320,000.00 01-Apr-98
602179605 2182 KIRBY LANE SYOSSET NY 11791 6.500 180 $345,000.00 01-Mar-98
602180755 7853 S ARGONNE CT AURORA CO 80016 6.875 180 $287,400.00 01-Apr-98
602181017 4171 COULOMBE DR PALO ALTO CA 94306 7.375 180 $240,000.00 01-Apr-98
602181084 1848 PORT ASHLEY PL NEWPORT BEACH CA 92660 7.250 180 $307,500.00 01-Apr-98
602181197 1301 N BEARBORN 605 CHICAGO IL 60610 7.000 180 $307,200.00 01-Mar-98
602181790 15 MEADOW CREEK BARBOURSVILLE WV 25504 7.000 180 $235,000.00 01-Apr-98
602185670 9351 KIOWA TRL CHANHASSEN MN 55317 6.500 180 $330,000.00 01-Apr-98
602187342 10024 MOCCASIN GAP RD TALLAHASSEE FL 32308 7.000 180 $236,450.00 01-Apr-98
602190325 26040 NEW BRIDGE DR LOS ALTOS HILLS CA 94022 7.250 180 $650,000.00 01-Apr-98
602190848 4N558 HIDDEN OAKS RD SAINT CHARLES IL 60175 7.000 180 $313,000.00 01-Mar-98
602193442 887 PARKSIDE CIR N BOCA RATON FL 33486 6.875 180 $261,000.00 01-Apr-98
602194272 169 FULLER ST NEWTON MA 2165 7.250 180 $565,500.00 01-Apr-98
602195024 174 CHARTERHOUSE CT POWELL OH 43065 7.125 180 $400,000.00 01-Apr-98
602198196 116 MONATIQUOT AVE BRAINTREE MA 2184 6.375 180 $328,000.00 01-Apr-98
602199654 1501 S VINE PARK RIDGE IL 60068 7.000 180 $255,000.00 01-Apr-98
602199687 18801 MONTEWOOD DR SARATOGA CA 95070 7.500 180 $370,000.00 01-Apr-98
602200429 1041 W DICKENS CHICAGO IL 60614 6.875 180 $272,000.00 01-Mar-98
602203091 4147 RIGGIN AVENUE VISALIA CA 93291 7.125 180 $273,750.00 01-Apr-98
602203160 4690 JUNIPER DR PALM HARBOR FL 34685 6.875 180 $279,000.00 01-Apr-98
602204036 467 PENINSULA DR HOT SPRINGS NAT AR 71901 6.625 180 $340,000.00 01-Apr-98
602204070 4717 CHESTNUT CORNERS MEDINA OH 44256 6.875 180 $330,000.00 01-Apr-98
602204285 105 VILAMOURA WAY DULUTH GA 30091 6.750 180 $344,500.00 01-Mar-98
602207938 2815 W DAYBREAKER DR PARK CITY UT 84098 7.250 180 $280,000.00 01-Mar-98
602211638 291 SUMMER ST NORWELL MA 2061 6.375 180 $450,000.00 01-Apr-98
602228307 3708 POWDERHORN DR OKEMOS MI 48864 6.500 180 $353,500.00 01-Mar-98
602229605 38430 TIMBERLANE DR UMATILLA FL 32784 6.875 180 $265,000.00 01-Apr-98
602229876 2575 E CALLE LOS ALTOS TUCSON AZ 85718 7.000 180 $286,100.00 01-Apr-98
602230130 304 MALLARD RD WESTON FL 33327 6.875 180 $260,000.00 01-Mar-98
602230937 4094 NOBLEMAN POINT DULUTH GA 30047 6.750 180 $320,000.00 01-Apr-98
602231482 973 MCDONALD DR NORTHVILLE MI 48167 6.500 180 $496,000.00 01-Apr-98
602231610 6100 OLDE HARTLEY PLACE GLEN ALLEN VA 23060 6.750 180 $292,000.00 01-Apr-98
602233122 755 LARI DAWN SAN ANTONIO TX 78258 6.750 180 $292,000.00 01-Apr-98
602239344 2805 KIPPS COLONY DR SAINT PETERSBURG FL 33707 6.375 180 $640,000.00 01-Apr-98
602239549 8406 FAIRWAY POINT FAIR OAKS RANCH TX 78015 6.875 180 $238,100.00 01-Mar-98
602239572 13828 S 31ST PLACE PHOENIX AZ 85048 7.000 180 $300,000.00 01-Apr-98
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
LOAN_ID PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
602126883 $3,855.97 01-Mar-98 $429,000.00 79.50 SFD PRIMARY 2 29-Jan-98
602127715 $3,766.99 01-Mar-98 $417,777.76 76.20 SFD PRIMARY 2 29-Jan-98
602130173 $2,912.20 01-Mar-98 $324,000.00 68.20 SFD PRIMARY 2 04-Feb-98
602131254 $3,451.15 01-Mar-98 $390,000.00 70.20 SFD PRIMARY 2 10-Feb-98
602131620 $4,431.22 01-Mar-98 $491,444.61 79.60 SFD PRIMARY 2 23-Jan-98
602133611 $3,037.66 01-Mar-98 $339,513.69 70.40 SFD PRIMARY 2 29-Jan-98
602133917 $2,224.60 01-Mar-98 $246,719.15 65.40 SFD PRIMARY 2 31-Jan-98
602133962 $4,325.49 01-Mar-98 $485,000.00 68.30 SFD PRIMARY 2 02-Feb-98
602134031 $2,283.07 01-Mar-98 $257,168.18 43.80 SFD PRIMARY 2 22-Jan-98
602134484 $2,678.51 01-Mar-98 $297,059.82 79.50 SFD PRIMARY 2 23-Jan-98
602134495 $2,639.46 01-Mar-98 $302,001.79 54.20 SFD PRIMARY 2 30-Jan-98
602134554 $2,601.66 01-Mar-98 $285,000.00 66.10 SFD PRIMARY 2 14-Feb-98
602137272 $3,351.58 01-Mar-98 $370,000.00 50.40 SFD PRIMARY 2 03-Feb-98
602137454 $2,592.53 01-Mar-98 $284,000.00 65.30 SFD PRIMARY 2 10-Feb-98
602139376 $2,759.40 01-Mar-98 $307,000.00 43.90 SFD PRIMARY 2 29-Jan-98
602145089 $3,139.24 01-Mar-98 $341,250.00 75.00 PUD PRIMARY 2 13-Feb-98
602154069 $2,488.27 01-Mar-98 $278,110.16 68.90 SFD PRIMARY 2 02-Feb-98
602162775 $2,240.57 01-Mar-98 $259,250.00 85.00 SFD PRIMARY 2 18-Feb-98
602170628 $3,511.98 01-Mar-98 $400,000.00 54.80 SFD PRIMARY 2 03-Feb-98
602171344 $3,731.47 01-Mar-98 $425,000.00 59.70 SFD PRIMARY 2 30-Jan-98
602172130 $5,797.05 01-Mar-98 $650,000.00 74.30 SFD PRIMARY 2 19-Feb-98
602173745 $6,867.28 01-Mar-98 $770,000.00 64.20 SFD PRIMARY 2 20-Feb-98
602174779 $2,853.93 01-Mar-98 $320,000.00 74.50 SFD PRIMARY 2 06-Feb-98
602179605 $3,005.32 01-Mar-98 $343,863.43 36.40 SFD PRIMARY 2 23-Jan-98
602180755 $2,563.19 01-Mar-98 $287,400.00 52.30 SFD PRIMARY 2 04-Feb-98
602181017 $2,207.82 01-Mar-98 $240,000.00 33.20 SFD PRIMARY 2 06-Feb-98
602181084 $2,807.05 01-Mar-98 $307,500.00 37.50 SFD PRIMARY 2 05-Feb-98
602181197 $2,761.20 01-Mar-98 $306,230.80 89.60 CONDO PRIMARY 2 26-Jan-98
602181790 $2,112.25 01-Mar-98 $235,000.00 78.40 SFD PRIMARY 2 20-Feb-98
602185670 $2,874.65 01-Mar-98 $330,000.00 62.30 SFD PRIMARY 2 04-Feb-98
602187342 $2,125.28 01-Mar-98 $236,450.00 72.40 SFD PRIMARY 2 06-Feb-98
602190325 $5,933.61 01-Mar-98 $650,000.00 40.70 SFD PRIMARY 2 06-Feb-98
602190848 $2,813.33 01-Mar-98 $311,239.51 50.50 SFD PRIMARY 2 30-Jan-98
602193442 $2,327.74 01-Mar-98 $261,000.00 73.60 SFD PRIMARY 2 06-Feb-98
602194272 $5,162.24 01-Mar-98 $565,500.00 53.90 SFD PRIMARY 2 06-Feb-98
602195024 $3,623.32 01-Mar-98 $400,000.00 80.00 SFD PRIMARY 2 05-Feb-98
602198196 $2,834.74 01-Mar-98 $328,000.00 77.20 SFD PRIMARY 2 06-Feb-98
602199654 $2,292.01 01-Mar-98 $255,000.00 67.20 SFD PRIMARY 2 23-Feb-98
602199687 $3,429.95 01-Mar-98 $370,000.00 24.30 SFD PRIMARY 2 18-Feb-98
602200429 $2,425.84 01-Mar-98 $271,132.48 80.00 SFD PRIMARY 2 28-Jan-98
602203091 $2,479.71 01-Mar-98 $273,750.00 75.00 SFD PRIMARY 2 06-Feb-98
602203160 $2,488.27 01-Mar-98 $279,000.00 79.80 SFD PRIMARY 2 28-Jan-98
602204036 $2,985.18 01-Mar-98 $340,000.00 77.30 SFD PRIMARY 2 05-Feb-98
602204070 $2,943.12 01-Mar-98 $330,000.00 76.80 SFD PRIMARY 2 10-Feb-98
602204285 $3,048.51 01-Mar-98 $343,389.29 71.40 SFD PRIMARY 2 30-Jan-98
602207938 $2,556.02 01-Mar-98 $279,135.65 51.40 SFD PRIMARY 2 30-Jan-98
602211638 $3,889.13 01-Mar-98 $450,000.00 67.70 SFD PRIMARY 2 09-Feb-98
602228307 $3,079.36 01-Mar-98 $352,335.43 75.10 SFD PRIMARY 2 30-Jan-98
602229605 $2,363.41 01-Mar-98 $265,000.00 60.10 SFD PRIMARY 2 19-Feb-98
602229876 $2,571.55 01-Mar-98 $286,100.00 73.40 SFD PRIMARY 2 10-Feb-98
602230130 $2,318.82 01-Mar-98 $258,843.78 64.20 PUD PRIMARY 2 29-Jan-98
602230937 $2,831.71 01-Mar-98 $320,000.00 75.00 SFD PRIMARY 2 11-Feb-98
602231482 $4,320.69 01-Mar-98 $496,000.00 76.40 PUD PRIMARY 2 12-Feb-98
602231610 $2,583.94 01-Mar-98 $292,000.00 83.50 SFD PRIMARY 2 20-Feb-98
602233122 $2,583.94 01-Mar-98 $292,000.00 77.10 SFD PRIMARY 2 18-Feb-98
602239344 $5,531.20 01-Mar-98 $640,000.00 74.90 PUD PRIMARY 2 13-Feb-98
602239549 $2,123.51 01-Mar-98 $234,812.15 89.90 SFD PRIMARY 2 28-Jan-98
602239572 $2,696.48 01-Mar-98 $300,000.00 89.60 SFD PRIMARY 2 04-Feb-98
Page 2 of 3
</TABLE>
<PAGE>
ABN AMRO 98-1-GROUP 2
MORTGAGE LOAN SCHEDULE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
LOAN
LOAN_ID ADDRESS CITY STATE ZIP CODE INT_RATE TERM ORIGINAL PYMDATE PI_PAY PAID_THRU
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
602239685 1012 BAYBERRY CIRCLE SHREVEPORT LA 71106 6.625 180 $395,000.00 01-Mar-98 $3,468.08 01-Mar-98
602239743 1011 MCCAULEY RD DANVILLE CA 94526 6.875 180 $295,000.00 01-Apr-98 $2,630.97 01-Mar-98
602239856 37274 ASPEN FARMINGTON HILLS MI 48335 7.500 180 $237,400.00 01-Apr-98 $2,200.73 01-Mar-98
602240029 31109 BALTIC LN NE POULSBO WA 98370 7.500 180 $337,500.00 01-Apr-98 $3,128.67 01-Mar-98
602249095 1779 E CASTLEBROOK DR FRESNO CA 93720 7.500 180 $316,000.00 01-Mar-98 $2,929.36 01-Mar-98
602250590 5321 LONGMONT DR HOUSTON TX 77056 6.625 180 $273,900.00 01-Apr-98 $2,404.82 01-Mar-98
602256778 9201 KELLY LAKE ROAD CLARKSTON MI 48348 7.000 180 $239,400.00 01-Mar-98 $2,151.79 01-Mar-98
602258929 1098 SAXONY HIGHLAND PARK IL 60035 7.250 180 $543,750.00 01-Apr-98 $4,963.69 01-Mar-98
602267873 751 N 163RD ST OMAHA NE 68118 6.750 180 $400,000.00 01-Apr-98 $3,539.64 01-Mar-98
602271232 2071 NACHTMAN WHEATON IL 60187 7.375 180 $396,000.00 01-Mar-98 $3,642.90 01-Mar-98
602284340 8 HARBOR HILL RD HUNTINGTON NY 11743 6.875 180 $510,000.00 01-Apr-98 $4,548.46 01-Mar-98
602286514 8332 S 3375 EAST SALT LAKE CITY UT 84121 6.875 180 $273,500.00 01-Apr-98 $2,439.22 01-Mar-98
602287105 1686 ASHLAND CT. NW SALEM OR 97304 6.875 180 $339,000.00 01-Apr-98 $3,023.39 01-Mar-98
602287241 802 SUGAR CREEK BLVD SUGAR LAND TX 77478 6.750 180 $406,000.00 01-Apr-98 $3,592.73 01-Mar-98
602289301 9904 POTOMAC MANORS DRIVE POTOMAC MD 20852 6.750 180$1,000,000.0 01-Apr-98 $8,849.09 01-Mar-98
602297447 69 DEER HILL RD REDDING CT 6896 7.625 180 $381,000.00 01-Apr-98 $3,559.03 01-Mar-98
602320355 5817 MIMOSA NE ALBUQUERQUE NM 87111 6.750 180 $240,800.00 01-Apr-98 $2,130.86 01-Mar-98
602326431 16360 OAKWOOD LANE MORGAN HILL CA 95037 7.250 180 $268,000.00 01-Apr-98 $2,446.47 01-Mar-98
602343307 16330 CAMELLIA TERRACE LOS GATOS CA 95032 7.375 180 $231,000.00 01-Apr-98 $2,125.02 01-Mar-98
602350078 2520 S CLAYTON ST DENVER CO 80210 6.750 180 $335,500.00 01-Apr-98 $2,968.87 01-Mar-98
602355530 5910 GRAY ROAD FAIRFIELD OH 45014 7.125 180 $260,000.00 01-Apr-98 $2,355.16 01-Mar-98
602364655 16810 41ST AVE N PLYMOUTH MN 55446 7.000 180 $360,000.00 01-Apr-98 $3,235.78 01-Mar-98
602394434 41 MEADOW BLOSSOM CT DANVILLE CA 94506 6.875 180 $350,000.00 01-Apr-98 $3,121.49 01-Mar-98
LOAN COUNT = 139
-------------------------------------------------------------------
PROP-
BALANCE LTV TYPE OCCUPANCY POOL NOTEDATE
-------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
$392,820.75 79.00 SFD PRIMARY 2 27-Jan-98
$295,000.00 44.40 PUD PRIMARY 2 11-Feb-98
$237,400.00 72.00 SFD PRIMARY 2 14-Feb-98
$337,500.00 71.90 SFD PRIMARY 2 23-Feb-98
$315,045.64 80.00 SFD PRIMARY 2 26-Jan-98
$273,900.00 57.70 SFD PRIMARY 2 12-Feb-98
$238,644.70 66.00 SFD PRIMARY 2 29-Jan-98
$543,750.00 75.00 SFD PRIMARY 2 13-Feb-98
$400,000.00 64.00 SFD PRIMARY 2 12-Feb-98
$394,790.85 79.20 SFD PRIMARY 2 29-Jan-98
$510,000.00 51.00 SFD PRIMARY 2 13-Feb-98
$273,500.00 57.00 SFD PRIMARY 2 18-Feb-98
$339,000.00 85.90 SFD PRIMARY 2 05-Feb-98
$406,000.00 79.70 PUD PRIMARY 2 13-Feb-98
$1,000,000.00 59.80 SFD PRIMARY 2 24-Feb-98
$381,000.00 52.60 SFD PRIMARY 2 17-Feb-98
$240,800.00 84.50 SFD PRIMARY 2 30-Jan-98
$268,000.00 67.00 SFD PRIMARY 2 13-Feb-98
$231,000.00 42.00 SFD PRIMARY 2 13-Feb-98
$335,500.00 67.80 SFD PRIMARY 2 13-Feb-98
$260,000.00 66.70 SFD PRIMARY 2 23-Feb-98
$360,000.00 75.00 SFD PRIMARY 2 20-Feb-98
$350,000.00 76.70 SFD PRIMARY 2 23-Feb-98
$48,057,932.60
</TABLE>
Page 3 of 3
<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
Re: Purchase of ABN AMRO Mortgage Corporation Mortgage Pass-Through
Certificates Series 1998-1, 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
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 1998-1 (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 March 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 1998-1.
Section 2. Representations and Warranties of the Purchaser. In connection
with the proposed transfer, the Purchaser represents and warrants to AMAC, the
Servicer 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;
(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
G-1
<PAGE>
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 shall require, in order to assure compliance
with such laws, that the Certificateholder's prospective transferees each
certify to AMAC and the Trustee as to the factual basis for the registration or
qualification exemption relied upon, and (ii) the Trustee 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 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.
(b) No transfer of a Purchased Certificate shall be made unless the
transferee provides AMAC 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
G-2
<PAGE>
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 1998-1
(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"), 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
Re: ABN AMRO Mortgage Corporation Mortgage Pass-Through
Certificates, Series 1998-1 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
1998-1, Class R (the "Certificate"), pursuant to Section 5.1 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March
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 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 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.
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
I-1
<PAGE>
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 March 31, 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.
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
J-1
<PAGE>
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 will not register the
transfer of the Class R Certificate unless the transferee, or other transferee's
agent, delivers to it 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.
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.
J-2
<PAGE>
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 Standard Federal Bank 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 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 of the pendency of such distribution and only upon presentation and
surrender of this Certificate to the Certificate Registrar.
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.
K-1
<PAGE>
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 Investment Account to
the extent that such advance is not otherwise recoverable.
As provided in the Pooling Agreement, withdrawals from the Investment
Account 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
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
K-3
<PAGE>
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 is
provided with the certificates and an Opinion of Counsel, if required, on which
the Trustee may conclusively rely, which establishes or establish to the
Trustee'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
shall require, in order to assure compliance with the Securities Act, that the
Certificateholder desiring to effect such transfer certify to the Trustee 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 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 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 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 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 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 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, the
K-4
<PAGE>
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 may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Depositor, 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 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 and the Servicer (as defined in the Pooling and Servicing Agreement
(the "Agreement") dated as of March 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.
(c) The Buyer has received and reviewed the Private Placement
Memorandum dated as of March 30, 1998 relating to the Rule 144A Securities and
has been
L-1
<PAGE>
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 A-14, Class B-1, Class
B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Certificate] [3. The Buyer
warrants and represents to, and covenants with, the Seller, the Servicer 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 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 and the
L-2
<PAGE>
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.
____ Broker-Dealer. The Buyer is a dealer registered pursuant to Section
15 of the Securities Exchange Act of 1934.
- ----------
/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>
____ 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.
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
L-1-2
<PAGE>
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
Yes No Securities only for the Buyer's own account?
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.
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
L-2-1
<PAGE>
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>
Distribution Date Class IA-5 Class IA-6 Class IA-2
- ----------------- ---------- ---------- ----------
<S> <C> <C> <C>
Initial 37,632,681.00 14,254,582.00 23,789,603.00
April, 1998 37,632,681.00 14,254,582.00 23,789,603.00
May, 1998 37,632,681.00 14,254,582.00 23,789,603.00
June, 1998 37,632,681.00 14,254,582.00 23,789,603.00
July, 1998 37,632,681.00 14,254,582.00 23,789,603.00
August, 1998 37,632,681.00 14,254,582.00 23,789,603.00
September, 1998 37,632,681.00 14,254,582.00 23,789,603.00
October, 1998 37,632,681.00 14,254,582.00 23,789,603.00
November, 1998 37,632,681.00 14,254,582.00 23,789,603.00
December, 1998 37,632,681.00 14,254,582.00 23,789,603.00
January, 1999 37,632,681.00 14,254,582.00 23,789,603.00
February, 1999 37,632,681.00 14,254,582.00 23,789,603.00
March, 1999 36,962,613.83 14,254,582.00 23,789,603.00
April, 1999 36,255,789.00 14,254,582.00 23,789,603.00
May, 1999 35,512,497.45 14,254,582.00 23,789,603.00
June, 1999 34,733,093.66 14,254,582.00 23,789,603.00
July, 1999 33,917,941.28 14,254,582.00 23,789,603.00
August, 1999 33,067,386.30 14,254,582.00 23,789,603.00
September, 1999 32,181,910.32 14,254,582.00 23,789,603.00
October, 1999 31,261,932.43 14,254,582.00 23,789,603.00
November, 1999 30,307,890.52 14,254,582.00 23,789,603.00
December, 1999 29,320,236.67 14,254,582.00 23,789,603.00
January, 2000 28,299,642.48 14,254,582.00 23,789,603.00
February, 2000 27,246,704.76 14,254,582.00 23,789,603.00
March, 2000 26,161,932.94 14,254,582.00 23,789,603.00
April, 2000 25,046,166.96 14,254,582.00 23,789,603.00
May, 2000 23,900,077.98 14,254,582.00 23,789,603.00
June, 2000 22,725,081.58 14,254,582.00 23,789,603.00
July, 2000 21,523,795.62 14,254,582.00 23,789,603.00
August, 2000 20,308,336.68 14,254,582.00 23,789,603.00
September, 2000 19,091,544.02 14,254,582.00 23,789,603.00
October, 2000 17,881,127.73 14,254,582.00 23,789,603.00
November, 2000 16,677,056.77 14,254,582.00 23,789,603.00
December, 2000 15,479,300.29 14,254,582.00 23,789,603.00
January, 2001 14,287,827.57 14,254,582.00 23,789,603.00
February, 2001 13,102,608.10 14,254,582.00 23,789,603.00
March, 2001 11,923,611.53 14,254,582.00 23,789,603.00
April, 2001 10,750,807.66 14,254,582.00 23,789,603.00
May, 2001 9,584,166.48 14,254,582.00 23,789,603.00
June, 2001 8,423,658.14 14,254,582.00 23,789,603.00
July, 2001 7,269,252.94 14,254,582.00 23,789,603.00
August, 2001 6,120,921.38 14,254,582.00 23,789,603.00
September, 2001 4,978,634.08 14,254,582.00 23,789,603.00
October, 2001 3,842,361.87 14,254,582.00 23,789,603.00
November, 2001 2,712,075.70 14,254,582.00 23,789,603.00
December, 2001 1,587,746.73 14,254,582.00 23,789,603.00
January, 2002 469,346.23 14,254,582.00 23,789,603.00
</TABLE>
O-1
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
February, 2002 0.00 13,611,427.66 23,789,603.00
March, 2002 0.00 12,504,798.65 23,789,603.00
April, 2002 0.00 11,404,012.97 23,789,603.00
May, 2002 0.00 10,309,042.54 23,789,603.00
June, 2002 0.00 9,219,859.46 23,789,603.00
July, 2002 0.00 8,136,435.99 23,789,603.00
August, 2002 0.00 7,058,744.52 23,789,603.00
September, 2002 0.00 5,986,757.62 23,789,603.00
October, 2002 0.00 4,920,448.00 23,789,603.00
November, 2002 0.00 3,859,788.53 23,789,603.00
December, 2002 0.00 2,804,752.24 23,789,603.00
January, 2003 0.00 1,755,312.30 23,789,603.00
February, 2003 0.00 711,442.04 23,789,603.00
March, 2003 0.00 0.00 23,462,717.94
April, 2003 0.00 0.00 22,474,832.11
May, 2003 0.00 0.00 21,492,262.61
June, 2003 0.00 0.00 20,514,982.75
July, 2003 0.00 0.00 19,542,965.97
August, 2003 0.00 0.00 18,576,185.87
September, 2003 0.00 0.00 17,614,616.16
October, 2003 0.00 0.00 16,658,230.72
November, 2003 0.00 0.00 15,707,003.56
December, 2003 0.00 0.00 14,760,908.82
January, 2004 0.00 0.00 13,819,920.79
February, 2004 0.00 0.00 12,884,013.90
March, 2004 0.00 0.00 11,956,458.40
April, 2004 0.00 0.00 11,138,049.10
May, 2004 0.00 0.00 10,350,396.61
June, 2004 0.00 0.00 9,592,503.93
July, 2004 0.00 0.00 8,863,404.73
August, 2004 0.00 0.00 8,162,162.35
September, 2004 0.00 0.00 7,487,868.98
October, 2004 0.00 0.00 6,839,644.78
November, 2004 0.00 0.00 6,216,636.99
December, 2004 0.00 0.00 5,618,019.18
January, 2005 0.00 0.00 5,042,990.42
February , 2005 0.00 0.00 4,490,774.51
March, 2005 0.00 0.00 3,960,619.26
April, 2005 0.00 0.00 3,580,963.02
May, 2005 0.00 0.00 3,217,793.66
June, 2005 0.00 0.00 2,870,523.22
July, 2005 0.00 0.00 2,538,583.04
August, 2005 0.00 0.00 2,221,423.07
September, 2005 0.00 0.00 1,918,511.31
October, 2005 0.00 0.00 1,629,333.28
November, 2005 0.00 0.00 1,353,391.42
December, 2005 0.00 0.00 1,090,204.57
January, 2006 0.00 0.00 839,307.48
February, 2006 0.00 0.00 600,250.30
March, 2006 0.00 0.00 372,598.06
April, 2006 0.00 0.00 258,533.30
May, 2006 0.00 0.00 150,531.75
June, 2006 0.00 0.00 48,346.77
July, 2006 and thereafter 0.00 0.00 0.00
</TABLE>
O-2
<PAGE>
EXHIBIT P
---------
TARGETED PRINCIPAL BALANCES
<TABLE>
<CAPTION>
Distribution Date Class IA-3 Component IA-1-3
- ----------------- ---------- ----------------
<S> <C> <C>
Initial 63,730,000.00 47,875,996.00
April, 1998 62,985,040.84 48,155,272.64
May, 1998 62,142,074.81 48,436,178.40
June, 1998 61,201,352.47 48,718,722.77
July, 1998 60,163,149.91 49,002,915.32
August, 1998 59,027,970.42 49,288,765.66
September, 1998 57,796,330.87 49,576,283.46
October, 1998 56,468,870.51 49,865,478.45
November, 1998 55,046,350.64 50,156,360.41
December, 1998 53,529,779.91 50,448.939.18
January, 1999 51,920,156.84 50,743,224.66
February, 1999 50,218,599.32 51,039,226.80
March, 1999 49,096,410.50 51,336,955.62
April, 1999 47,921,633.21 51,636,421.20
May, 1999 46,695,443.41 51,937,633.65
June, 1999 45,419,177.65 52,240,603.18
July, 1999 44,094,246.31 52,545,340.03
August, 1999 42,722,092.15 52,851,854.52
September, 1999 41,304,417.58 53,160,157.00
October, 1999 39,842,882.06 53,470,257.92
November, 1999 38,339,224.09 53,782,167.76
December, 1999 36,795,251.49 54,095,897.07
January, 2000 35,213,136.51 54,411,456.47
February, 2000 33,594,973.92 54,728,856.63
March, 2000 31,942,765.28 55,048,108.29
April, 2000 30,259,021.90 55,369,222.26
May, 2000 28.546,027.04 55,692,209.39
June, 2000 26,807,147.61 56,017,080.61
July, 2000 25,047,441.14 56,343,846.91
August, 2000 23,285,403.45 56,672,519.35
September, 2000 21,539,939.20 57,003,109.05
October, 2000 19,821,987.71 57,335,627.19
November, 2000 18,131,073.74 57,670,085.01
December, 2000 16,466,728.53 58,006,493.84
January, 2001 14,828,489.67 58,344,865.06
February, 2001 13,215,901.06 58,685,210.10
March, 2001 11,628,512.76 59,027,540.49
April, 2001 10,065,880.98 59,371,867.81
May, 2001 8,527,567.91 59,718,203.71
June, 2001 7,013,141.71 60,066,559.90
July, 2001 5,522,176.38 60,416,948.16
August, 2001 4,054,251.70 60,769,380.36
September, 2001 2,608,953.14 61,123,868.41
October, 2001 1,185,871.76 61,480,424.31
November, 2001 0.00 61,623,664.32
December, 2001 0.00 60,604,540.48
</TABLE>
P-1
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
January, 2002 0.00 59,608,544.21
February, 2002 0.00 58,635,300.53
March, 2002 0.00 57,684,439.77
April, 2002 0.00 56,755,597.47
May, 2002 0.00 55,848,414.34
June, 2002 0.00 54,962,536.17
July, 2002 0.00 54,097,613.76
August, 2002 0.00 53,253,302.84
September, 2002 0.00 52,429,264.04
October, 2002 0.00 51,625,162.78
November, 2002 0.00 50,840,669.22
December, 2002 0.00 50,075,458.21
January, 2003 0.00 49,329,209.20
February, 2003 0.00 48,601,606.17
March, 2003 0.00 47,892,337.62
April, 2003 0.00 47,273,676.53
May, 2003 0.00 46,672,166.08
June, 2003 0.00 46,087,509.46
July, 2003 0.00 45,519,414.13
August, 2003 0.00 44,967,591.66
September, 2003 0.00 44,431,757.79
October, 2003 0.00 43,911,632.28
November, 2003 0.00 43,406,938.88
December, 2003 0.00 42,917,405.31
January, 2004 0.00 42,442,763.16
February, 2004 0.00 41,982,747.85
March, 2004 0.00 41,533,802.89
April, 2004 0.00 41,031,622.59
May, 2004 0.00 40,517,106.54
June, 2004 0.00 39,990,979.84
July, 2004 0.00 39,453,940.65
August, 2004 0.00 38,906,661.04
September, 2004 0.00 38,349,787.83
October, 2004 0.00 37,783,943.46
November, 2004 0.00 37,209,726.70
December, 2004 0.00 36,627,713.48
January, 2005 0.00 36,038,457.63
February, 2005 0.00 35,442,491.57
March, 2005 0.00 34,840,327.04
April, 2005 0.00 34,171,127.32
May, 2005 0.00 33,499,730.72
June, 2005 0.00 32,826,505.71
July, 2005 0.00 32,151,804.56
August, 2005 0.00 31,475,963.85
September, 2005 0.00 30,799,305.06
October, 2005 0.00 30,122,135.08
November, 2005 0.00 29,444,746.69
December, 2005 0.00 28,767,419.10
January, 2006 0.00 28,090,418.40
February, 2006 0.00 27,413,998.00
March, 2006 0.00 26,738,399.12
April, 2006 0.00 26,021,731.63
May, 2006 0.00 25,309,525.10
June, 2006 0.00 24,601,860.01
July, 2006 0.00 23,850,550.83
August, 2006 0.00 23,060,927.39
</TABLE>
P-2
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
September, 2006 0.00 22,281,177.08
October, 2006 0.00 21,511,142.71
November, 2006 0.00 20,750,669.27
December, 2006 0.00 19,999,603.88
January, 2007 0.00 19,257,795.79
February, 2007 0.00 18,525,096.29
March, 2007 0.00 17,801,358.75
April, 2007 0.00 17,138,546.01
May, 2007 0.00 16,482,972.94
June, 2007 0.00 15,834,526.56
July, 2007 0.00 15,193,095.39
August, 2007 0.00 14,558,569.39
September, 2007 0.00 13,930,839.93
October, 2007 0.00 13,309,799.82
November, 2007 0.00 12,695,343.25
December, 2007 0.00 12,087,365.79
January, 2008 0.00 11,485,764.33
February, 2008 0.00 10,890,437.14
March, 2008 0.00 10,301,283.77
April, 2008 0.00 9,718,205.09
May, 2008 0.00 9,141,103.24
June, 2008 0.00 8,569,881.62
July, 2008 0.00 8,004,444.87
August, 2008 0.00 7,444,698.87
September, 2008 0.00 6,890.550.69
October, 2008 0.00 6,341,908.62
November, 2008 0.00 5,798,682.10
December, 2008 0.00 5,260,781.74
January, 2009 0.00 4,728,119.30
February, 2009 0.00 4,200,607.64
March, 2009 0.00 3,678,160.77
April, 2009 0.00 3,160,693.77
May, 2009 0.00 2,648,122.80
June, 2009 0.00 2,140,365.10
July, 2009 0.00 1,637,338.95
August, 2009 0.00 1,138,963.68
September, 2009 0.00 645,159.01
October, 2009 0.00 155,848.09
November, 2009 and thereafter 0.00 0.00
</TABLE>
P-3
<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 1998-1, (the "Certificates"). The Certificates were issued pursuant to a
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") among
ABN AMRO Mortgage Corporation, the 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:
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.
R-1
<PAGE>
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 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).
R-2
<PAGE>
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.
(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.
R-3
<PAGE>
(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 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.
R-4
<PAGE>
(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 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
R-5
<PAGE>
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).
(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
R-6
<PAGE>
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 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
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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.
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
1998-1." 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
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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 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
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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.
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:
--------------------------------
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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.
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
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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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EXHIBIT 4.2
<PAGE>
Mortgage Loan Purchase Agreement
--------------------------------
Mortgage Loan Purchase Agreement (the "Agreement"), dated as of March
30, 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 $285,000,000 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 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
March 30, 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
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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
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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<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 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 Mortgage Loan;
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(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 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 Depositor 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,
97.67% of the Mortgage Loans measured by Principal Balance were to be
secured by a primary, owner-occupied residence and no more than 2.33%
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
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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 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)-
-8-
<PAGE>
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 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.
-------------------------------------------------------
-9-
<PAGE>
(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 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
-10-
<PAGE>
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
Purchaser's lack of knowledge with respect to the substance of any
representation or
-12-
<PAGE>
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.
-13-
<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 Illinois 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.
Standard Federal Bank,
as Seller
By: /s/
----------------------------
Name:
--------------------------
Title:
-------------------------
<PAGE>
ABN AMRO Mortgage Corporation,
as Purchaser
By: /s/
------------------------------
Name:
----------------------------
Title:
---------------------------
<PAGE>
SCHEDULE 1
MORTGAGE LOAN SCHEDULE
----------------------
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
206976245 9307 21ST AVE NW SEATTLE WA 98117
600015727 46 GLEN RD GREENWICH CT 6830
600710741 1315 W MOUNTIAN VIEW DR MESA AZ 85201
600744364 127 WINDY HILL DR CHERRYVILLE NC 28021
600784216 7 FRUIT TREE RD RANCHO PALOS VERDES CA 92677
600807451 4423 FOREST PARK CT RAPID CITY SD 57702
600871187 632 EL PATIO DR CAMPBELL CA 95008
600875205 1895 BROOK TREE CT THOUSAND OAKS CA 91362
600995028 4490 TONAWANDA CREEK RD EAST AMHERST NY 14051
601131764 159983 S STEP MOUNTAIN RD HERRIMAN UT 84065
601187248 20254 E LAKE CIR AURORA CO 80016
601221718 65 BALFOUR LN RAMSEY NJ 7446
601262956 20234 E LAKE CIRCLE AURORA CO 80016
601295659 10412 RAINIER AVE S SEATTLE WA 98178
601346912 5822 CHESTERFIELD COURT SAN JOSE CA 95138
601366644 125 HOLLYCREST DR LOS GATOS CA 95032
601377885 5815 CHERSTERFIELD CT SAN JOSE CA 95138
601378988 970 W 145TH WAY WESTMINSTER CO 80234
601386181 892 SHORELINE ROAD LAKE BARRINGTON IL 60010
601431142 15 THE DRAWBRIDGE WOODBURY NY 11797
601433451 22545 PARKFIELD MISSION VIEJO CA 92692
601450885 1009 MT CARMEL DR SAN JOSE CA 95120
601491782 473 MAIN ST WESTPORT CT 6880
601506040 1002 PEBBLE BEACH CT GENEVA IL 60134
601522482 #200 PUTTER LN CABOT AR 72023
601524144 22930 CRESPI ST WOODLAND HILLS CA 91364
601545354 7100 SW 119TH ST PINECREST FL 33156
601549314 425 BUCHANAN AVE 507 CAPE CANAVERAL FL 32920
601564939 30932 MAUNA KEA LAGUNA NIGUEL CA 92677
601585171 213 BELDEN DR SAN JOSE CA 95123
601611253 20 ANDOVER RD ROCKVILLE CENTR NY 11570
601628673 2085 MASSACHUSETTS AVE NE SAINT PETERSBURG FL 33703
601628684 6 JAMES NECK ROAD NISSEQUOQUE NY 11780
601635967 21 CASTAWAYS N NEWPORT BEACH CA 92660
601638447 31 RANDOPLH DRIVE DIX HILLS NY 11746
601646891 1831 LINCOLN EVANSTON IL 60201
601647767 24255 DRY CANYON COLD CREEK RD CALABASAS CA 91302
601663450 46700 PICKFORD NORTHVILLE MI 48167
601664100 16002 LUGGER WOOD CT ST. LOUIS MO 63021
601674022 3048 JONATHON OXFORD MI 48371
601677957 1043 EASTWOOD DR LOS ALTOS CA 94024
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- --------------------------------------------
<S> <C> <C>
7.375 360 $280,000.00 01-Mar-98
7.250 360 $250,000.00 01-Mar-98
8.500 360 $247,500.00 01-Apr-97
7.375 360 $272,000.00 01-Mar-98
8.000 360 $303,000.00 01-Apr-97
7.375 360 $358,500.00 01-Feb-98
8.000 360 $259,200.00 01-May-97
8.000 360 $227,500.00 01-May-97
8.000 360 $285,000.00 01-Jan-98
7.625 360 $247,500.00 01-Mar-98
7.875 360 $249,450.00 01-Feb-98
7.750 360 $273,000.00 01-Feb-98
7.250 360 $236,700.00 01-Mar-98
7.375 360 $315,000.00 01-Mar-98
7.375 360 $290,000.00 01-Feb-98
7.500 360 $286,000.00 01-Oct-97
7.125 360 $476,800.00 01-Feb-98
7.750 360 $234,450.00 01-Feb-98
8.250 360 $331,200.00 01-Oct-97
7.625 360 $465,000.00 01-Nov-97
7.500 360 $300,000.00 01-Oct-97
7.375 360 $287,300.00 01-Feb-98
7.375 360 $304,000.00 01-Apr-98
7.250 360 $300,000.00 01-Mar-98
7.375 360 $250,000.00 01-Mar-98
8.000 360 $248,000.00 01-Jan-98
7.250 360 $252,000.00 01-Apr-98
7.250 360 $237,000.00 01-Mar-98
7.625 360 $392,000.00 01-Jan-98
7.875 360 $225,000.00 01-Jan-98
7.875 360 $307,000.00 01-Jan-98
7.500 360 $239,700.00 01-Jan-98
7.250 360 $359,000.00 01-Dec-97
7.625 360 $597,700.00 01-Dec-97
7.125 360 $260,000.00 01-Dec-97
7.875 360 $233,300.00 01-Dec-97
7.500 360 $370,000.00 01-Mar-98
7.625 360 $445,000.00 01-Feb-98
8.000 360 $262,000.00 01-Feb-98
7.875 360 $255,000.00 01-Mar-98
7.875 360 $740,000.00 01-Jan-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$1,933.89 01-Mar-98 $279,786.94 65.20 SFD PRIMARY 1 30-Jan-98
$1,705.44 01-Mar-98 $249,804.98 51.10 SFD PRIMARY 1 16-Jan-98
$1,903.06 01-Mar-98 $245,628.98 90.00 SFD PRIMARY 1 20-Feb-97
$1,878.64 01-Mar-98 $271,793.03 80.00 SFD PRIMARY 1 07-Jan-98
$2,223.31 01-Mar-98 $298,269.03 67.40 SFD PRIMARY 1 24-Feb-97
$2,476.07 01-Mar-98 $357,952.74 80.00 SFD PRIMARY 1 22-Dec-97
$1,901.92 01-Mar-98 $257,215.66 80.00 TOWNHOUSE PRIMARY 1 05-Mar-97
$1,669.31 01-Mar-98 $225,046.05 89.60 SFD PRIMARY 1 14-Mar-97
$2,091.23 01-Mar-98 $284,422.38 77.10 SFD PRIMARY 1 17-Nov-97
$1,751.79 01-Mar-98 $247,247.33 75.00 SFD PRIMARY 1 09-Jan-98
$1,808.69 01-Mar-98 $249,104.53 77.60 PUD PRIMARY 1 31-Dec-97
$1,955.81 01-Mar-98 $272,613.38 74.90 SFD PRIMARY 1 26-Dec-97
$1,614.71 01-Mar-98 $236,515.35 80.00 SFD PRIMARY 1 30-Jan-98
$2,175.63 01-Mar-98 $314,760.31 69.30 SFD PRIMARY 1 30-Jan-98
$2,002.96 01-Mar-98 $289,557.31 46.30 PUD PRIMARY 1 26-Dec-97
$1,999.75 01-Mar-98 $284,706.43 71.50 SFD PRIMARY 1 15-Aug-97
$3,212.29 01-Mar-98 $476,035.16 80.00 PUD PRIMARY 1 18-Dec-97
$1,679.63 01-Mar-98 $234,117.99 90.00 SFD PRIMARY 1 16-Dec-97
$2,488.19 01-Mar-98 $293,207.15 90.00 CONDO PRIMARY 1 22-Aug-97
$3,291.24 01-Mar-98 $463,295.72 77.50 SFD PRIMARY 1 08-Sep-97
$2,097.64 01-Mar-98 $298,643.12 70.60 SFD PRIMARY 1 21-Aug-97
$1,984.31 01-Mar-98 $286,629.34 73.70 SFD PRIMARY 1 15-Dec-97
$2,099.65 01-Mar-98 $304,000.00 80.00 SFD PRIMARY 1 10-Feb-98
$2,046.53 01-Mar-98 $299,765.97 79.20 SFD PRIMARY 1 30-Jan-98
$1,726.69 01-Mar-98 $249,809.77 71.50 SFD PRIMARY 1 23-Jan-98
$1,819.74 01-Mar-98 $247,497.44 70.50 SFD PRIMARY 1 31-Oct-97
$1,719.08 01-Mar-98 $252,000.00 90.00 SFD PRIMARY 1 09-Feb-98
$1,616.76 01-Mar-98 $236,787.47 95.00 SFD PRIMARY 1 28-Jan-98
$2,774.55 01-Mar-98 $391,143.43 80.00 SFD PRIMARY 1 21-Nov-97
$1,631.41 01-Mar-98 $224,532.40 75.00 SFD PRIMARY 1 30-Oct-97
$2,225.96 01-Mar-98 $306,362.02 67.50 SFD PRIMARY 1 14-Nov-97
$1,676.02 01-Mar-98 $238,819.17 88.90 SFD PRIMARY 1 17-Nov-97
$2,449.01 01-Mar-98 $357,869.60 56.10 SFD PRIMARY 1 17-Oct-97
$4,230.48 01-Mar-98 $595,953.07 80.00 PUD PRIMARY 1 30-Oct-97
$1,751.67 01-Mar-98 $259,160.88 59.80 SFD PRIMARY 1 15-Oct-97
$1,691.59 01-Mar-98 $232,651.42 84.90 SFD PRIMARY 1 31-Oct-97
$2,587.09 01-Mar-98 $369,712.50 43.80 SFD PRIMARY 1 30-Jan-98
$3,149.68 01-Mar-98 $444,353.80 80.00 SFD PRIMARY 1 23-Dec-97
$1,922.46 01-Mar-98 $261,647.24 87.40 SFD PRIMARY 1 24-Dec-97
$1,848.93 01-Mar-98 $254,824.51 78.50 SFD PRIMARY 1 09-Jan-98
$5,365.51 01-Mar-98 $738,462.07 61.20 SFD PRIMARY 1 12-Nov-97
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIP CODE
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
601679276 753 JAMES RIVER RD. NATURAL BRIDGE STATION VA 24579
601683682 2867 E NEWCASTLE DR SANDY UT 84093
601688095 2820 HEMLOCK AVE SAN JOSE CA 95128
601692763 5433 MARINE AVE HAWTHORNE CA 90250
601696723 10185 240TH ST E LAKEVILLE MN 55044
601698985 9118 W LAKE HIGHLANDS DR DALLAS TX 75218
601702583 1140 GREACEN POINT RD MAMARONECK NY 10543
601702607 378 TERRACE VIEW DRIVE STATELINE NV 89449
601705906 48 SEA TERRACE NEWPORT COAST CA 92657
601711163 2106 E COLLEGE ROSWELL NM 88201
601722053 4N019 COUNTRY VIEW LANE ELBURN IL 60119
601725136 541 SW ASHDOWN CIR WEST LINN OR 97068
601725773 14015 HARDING AVE SAN MARTIN CA 95046
601730428 330 E 38TH STREET APT 39 E NEW YORK NY 10016
601738153 11 LONGVIEW PLACE MORRISTOWN NJ 7960
601738357 6 SUGAR HILL NYACK NY 10960
601741432 10 W COUNTRY RD W GOLF FL 33436
601743684 100 ALEXANDER OVERLOOK TELLURIDE CO 81435
601744446 13732 S TOM SHOEMAKER RD DRAPER UT 84020
601745835 6537 ASHBURY CIR HUNTINGTON BEACH CA 92648
601752107 15 LINDALL STREET LAGUNA NIGUEL CA 92677
601753391 2534 S ANDERSON ROAD CATAWBA SC 29704
601759262 7726 AUTUMN TRAIL SUGAR LAND TX 77479
601764076 22 UPPER BROOK RD NORTH BRUNSWICK NJ 8902
601764474 713 CRANDON BLVD #304 KEY BISCAYNE FL 33149
601764588 19274 BECKONRIDGE LN HUNTINGTON BEAC CA 92648
601773044 6336 NE 138TH PLACE KIRKLAND WA 98034
601773099 799 RACHELLE WHITE LAKE MI 48386
601778298 622 DENAIN DR CORPUS CHRISTIE TX 78414
601782795 5 KERWIN CT ENGLISHTOWN NJ 7726
601783514 10627 ASHTON AVE #202 LOS ANGELES CA 90024
601783990 4808 TANNEN HILL TRAIL HOLLY SPRINGS NC 27540
601787346 26 CAPE ANDOVER NEWPORT BEACH CA 92660
601788713 125 COLKET LANE DEVON PA 19333
601793220 228 N WIND CT PONTE VEDRA BEA FL 32082
601794506 36 ZANDER LN RANDOLPH NJ 7869
601796289 9318 CRESTA DR LOS ANGELES CA 90035
601796508 9 CAPE DANBURY NEWPORT BEACH CA 92660
601796575 11 CAPE DANBURY NEWPORT BEACH CA 92660
601798247 44532 MIDWAY DRIVE NOVI MI 48375
601799419 30570 FOX CLUB DR FARMINGTON HILLS MI 48331
601800504 1629 ARCH BAY NEWPORT BEACH CA 92660
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------
INT_RATE LOAN TERM ORIGINAL PYMT DATE
- -------------------------------------------------
<S> <C> <C>
7.375 360 $284,000.00 01-Dec-97
7.750 360 $227,400.00 01-Jan-98
7.500 360 $365,800.00 01-Dec-97
7.625 360 $228,000.00 01-Dec-97
7.500 360 $244,000.00 01-Jan-98
7.875 360 $236,550.00 01-Dec-97
7.125 360 $740,000.00 01-Apr-98
7.875 360 $315,000.00 01-Jan-98
7.625 360 $517,500.00 01-Dec-97
7.375 360 $317,000.00 01-Jan-98
8.000 360 $263,000.00 01-Jan-98
7.250 360 $575,000.00 01-Feb-98
7.875 360 $290,000.00 01-Jan-98
7.875 360 $440,000.00 01-Jan-98
7.750 360 $315,000.00 01-Feb-98
8.000 360 $373,500.00 01-Jan-98
7.625 360 $294,000.00 01-Mar-98
7.875 360 $273,750.00 01-Dec-97
7.750 360 $272,700.00 01-Feb-98
7.250 360 $350,000.00 01-Apr-98
7.375 360 $287,500.00 01-Jan-98
7.625 360 $260,000.00 01-Jan-98
7.625 360 $308,000.00 01-Feb-98
7.875 360 $244,000.00 01-Jan-98
7.750 360 $236,000.00 01-Feb-98
7.000 360 $360,000.00 01-Feb-98
7.875 360 $409,000.00 01-Jan-98
7.875 360 $250,000.00 01-Feb-98
7.625 360 $440,000.00 01-Feb-98
7.875 360 $232,000.00 01-Mar-98
8.000 360 $241,000.00 01-Jan-98
7.375 360 $259,000.00 01-Jan-98
7.500 360 $650,000.00 01-Jan-98
7.625 360 $319,200.00 01-Feb-98
7.375 360 $350,000.00 01-Feb-98
7.750 360 $400,000.00 01-Mar-98
7.625 360 $508,000.00 01-Jan-98
7.500 360 $551,200.00 01-Feb-98
7.125 360 $500,000.00 01-Feb-98
7.875 360 $233,100.00 01-Jan-98
7.875 360 $368,000.00 01-Feb-98
7.625 360 $455,000.00 01-Feb-98
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
$1,961.52 01-Mar-98 $280,338.52 80.00 SFD PRIMARY 1 31-Oct-97
$1,629.12 01-Mar-98 $226,915.40 69.00 SFD PRIMARY 1 07-Nov-97
$2,557.73 01-Mar-98 $364,703.86 90.00 SFD PRIMARY 1 24-Oct-97
$1,613.77 01-Mar-98 $227,333.60 95.00 CONDO PRIMARY 1 28-Oct-97
$1,706.08 01-Mar-98 $243,453.33 80.00 SFD PRIMARY 1 13-Nov-97
$1,715.15 01-Mar-98 $235,892.40 95.00 SFD PRIMARY 1 06-Oct-97
$4,985.52 01-Mar-98 $740,000.00 42.30 SFD PRIMARY 1 03-Feb-98
$2,283.97 01-Mar-98 $314,289.75 90.00 SFD PRIMARY 1 04-Nov-97
$3,662.83 01-Mar-98 $515,987.47 71.40 SFD PRIMARY 1 23-Oct-97
$2,189.44 01-Mar-98 $314,765.11 65.40 SFD PRIMARY 1 04-Nov-97
$1,929.80 01-Mar-98 $262,467.06 76.30 SFD PRIMARY 1 10-Nov-97
$3,922.51 01-Mar-98 $574,100.19 65.80 SFD PRIMARY 1 26-Dec-97
$2,102.70 01-Mar-98 $289,397.35 74.40 SFD PRIMARY 1 24-Nov-97
$3,190.31 01-Mar-98 $439,085.59 80.00 SFD PRIMARY 1 19-Nov-97
$2,256.70 01-Mar-98 $314,553.91 73.30 SFD PRIMARY 1 05-Dec-97
$2,740.61 01-Mar-98 $372,743.15 90.00 SFD PRIMARY 1 17-Nov-97
$2,080.91 01-Mar-98 $293,787.22 65.40 PUD PRIMARY 1 30-Jan-98
$1,984.88 01-Mar-98 $272,988.96 75.00 SFD PRIMARY 1 10-Oct-97
$1,953.66 01-Mar-98 $272,313.81 78.60 SFD PRIMARY 1 08-Dec-97
$2,387.62 01-Mar-98 $350,000.00 79.60 PUD PRIMARY 1 12-Feb-98
$1,985.69 01-Mar-98 $286,839.67 68.90 SFD PRIMARY 1 04-Nov-97
$1,840.26 01-Mar-98 $259,431.87 80.80 SFD PRIMARY 1 04-Nov-97
$2,180.00 01-Mar-98 $307,552.75 80.00 SFD PRIMARY 1 08-Dec-97
$1,769.17 01-Mar-98 $243,492.93 80.00 SFD PRIMARY 1 19-Nov-97
$1,690.73 01-Mar-98 $235,665.80 80.00 CONDO PRIMARY 1 23-Dec-97
$2,395.09 01-Mar-98 $359,408.10 68.00 PUD PRIMARY 1 17-Dec-97
$2,965.53 01-Mar-98 $408,150.05 66.00 SFD PRIMARY 1 07-Nov-97
$1,812.67 01-Mar-98 $249,654.77 71.90 SFD PRIMARY 1 19-Dec-97
$3,114.29 01-Mar-98 $439,361.06 80.00 SFD PRIMARY 1 16-Dec-97
$1,682.16 01-Mar-98 $231,840.34 71.20 SFD PRIMARY 1 09-Jan-98
$1,768.37 01-Mar-98 $240,511.65 74.20 CONDO PRIMARY 1 08-Nov-97
$1,788.85 01-Mar-98 $258,405.12 79.50 SFD PRIMARY 1 21-Nov-97
$4,544.89 01-Mar-98 $648,543.77 76.50 PUD PRIMARY 1 18-Nov-97
$2,259.28 01-Mar-98 $318,736.47 80.00 SFD PRIMARY 1 15-Dec-97
$2,417.36 01-Mar-98 $349,465.72 50.00 SFD PRIMARY 1 23-Dec-97
$2,865.65 01-Mar-98 $399,717.67 57.90 SFD PRIMARY 1 30-Jan-98
$3,595.59 01-Mar-98 $506,889.96 80.00 SFD PRIMARY 1 26-Nov-97
$3,854.07 01-Mar-98 $550,379.30 79.90 PUD PRIMARY 1 11-Dec-97
$3,368.59 01-Mar-98 $499,197.95 61.80 PUD PRIMARY 1 18-Dec-97
$1,690.14 01-Mar-98 $232,110.78 90.00 SFD PRIMARY 1 21-Nov-97
$2,668.26 01-Mar-98 $365,832.64 80.00 SFD PRIMARY 1 04-Dec-97
$3,220.46 01-Mar-98 $454,339.28 73.40 SFD PRIMARY 1 11-Dec-97
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
601800899 123 GLEZEN ST WAYLAND MA 1778
601805133 17512 HILLTOP VIEW DR NORTHVILLE MI 48167
601805872 1418 E LAKESHORE DR LAKE STEVENS WA 98258
601807282 2528 APPLETREE DR PITTSBURGH PA 15241
601808103 15006 FOX BRANCH LN MIDLOTHIAN VA 23112
601808831 9312 POWER DR HUNTINGTON BEACH CA 92646
601809035 5 BIG TREE ROAD WOODSIDE CA 94062
601809080 4910 163RD AVE NE REDMOND WA 98052
601809661 104 MONASTERIO CT SAN RAMON CA 94583
601809683 824 HILBERRY CT LA GRANGE IL 60525
601809707 114 HILLTOP LN WYCKOFF NJ 7481
601809809 3821 HOUNDSTOOTH CT RICHMOND VA 23233
601809876 422 ALBERT ST RAMSEY NJ 7446
601809887 1064 EAST 500 SOUTH SALT LAKE CITY UT 84102
601810686 612 LYNBROOK RD NASHVILLE TN 37215
601810755 3673 MARCY STREET MOHEGAN LAKE NY 10547
601810891 7115 W RIVERVIEW DR COEUR D ALENE ID 83814
601810904 4980 CRABAPPLE CT WEST BLOOMFIELD MI 48322
601811654 45 HARDING DR SOUTH ORANGE NJ 7079
601812575 38428 KINGSWAY CT FARMINGTON HILLS MI 48331
601813473 8 SWALLOW LN HUNTINGTON NY 11743
601816352 10069 GRUBBS RD WEXFORD PA 15090
601816579 127 S HOME PARK RIDGE IL 60068
601817718 4574 WALKER RD TOCCOA GA 30577
601818504 7581 W 128TH ST SAINT PAUL MN 55124
601820063 16 WELLESLEY COURT COTO DE CAZA CA 92679
601820074 2727 CARRIAGEDALE LA JOLLA CA 92037
601820096 31291 VIA DEL VERDE SAN JUAN CAPISTRANO CA 92675
601820198 456 BEACH 145TH ST FAR ROCKAWAY NY 11694
601820290 6727 CONDOR RUN LITTLETON CO 80125
601821100 550 COLGATE DR IRVINE CA 92714
601821428 18754 STRATTON LN HUNTINGTON BEAC CA 92648
601822010 46 SEAWALL RD RANCHO PALOS VE CA 90275
601822101 626 BARON DEKALB RD WAYNE PA 19087
601822156 140 CEDAR GROVE DAVIDSON NC 28036
601823293 4901 GULFSHORE BLVD NAPLES FL 34103
601824385 4853 DOWNING RD LAKELAND MI 48143
601825898 156 TAMARAC RD BOLTON CT 6043
601826376 10311 NORTH BOYD AVENUE FRESNO CA 93720
601828016 16600 PEQUENO PL PACIFIC PALISAD CA 90272
601828072 34 ROYAL OAKS CIR DENTON TX 76205
601830511 13230 STABLE BROOK HERNDON VA 20171
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- -----------------------------------------------------
<S> <C> <C> <C>
7.875 360 $280,000.00 01-Feb-98
7.750 360 $291,000.00 01-Mar-98
7.625 360 $443,500.00 01-Jan-98
7.500 360 $265,000.00 01-Mar-98
7.750 360 $266,000.00 01-Mar-98
7.000 360 $366,850.00 01-Feb-98
7.250 360 $350,000.00 01-Jan-98
7.500 360 $379,000.00 01-Mar-98
7.500 360 $233,500.00 01-Feb-98
7.625 360 $279,000.00 01-Feb-98
7.625 360 $372,300.00 01-Feb-98
7.750 360 $297,800.00 01-Feb-98
7.625 360 $265,000.00 01-Feb-98
7.500 360 $238,500.00 01-Jan-98
7.625 360 $255,000.00 01-Feb-98
7.000 360 $294,500.00 01-Jan-98
7.250 360 $264,000.00 01-Feb-98
7.750 360 $279,800.00 01-Feb-98
7.500 360 $270,000.00 01-Mar-98
7.875 360 $316,000.00 01-Feb-98
7.000 360 $236,000.00 01-Feb-98
7.500 360 $448,000.00 01-Feb-98
7.750 360 $380,000.00 01-Feb-98
7.500 360 $320,400.00 01-Feb-98
7.625 360 $310,000.00 01-Feb-98
7.750 360 $276,000.00 01-Feb-98
7.500 360 $421,750.00 01-Feb-98
7.625 360 $330,000.00 01-Feb-98
7.750 360 $244,000.00 01-Feb-98
6.875 360 $311,500.00 01-Mar-98
7.625 360 $228,000.00 01-Jan-98
7.625 360 $282,350.00 01-Feb-98
7.875 360 $409,100.00 01-Jan-98
7.750 360 $270,750.00 01-Feb-98
7.375 360 $335,000.00 01-Feb-98
7.250 360 $432,000.00 01-Jan-98
7.875 360 $240,000.00 01-Feb-98
7.500 360 $240,000.00 01-Feb-98
7.375 360 $299,250.00 01-Mar-98
7.500 360 $476,000.00 01-Feb-98
7.500 360 $267,900.00 01-Feb-98
7.500 360 $271,200.00 01-Feb-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$2,030.19 01-Mar-98 $279,613.35 80.00 SFD PRIMARY 1 12-Dec-97
$2,084.76 01-Mar-98 $290,794.61 66.20 SFD PRIMARY 1 30-Dec-97
$3,139.07 01-Mar-98 $442,530.87 72.80 SFD PRIMARY 1 21-Nov-97
$1,852.92 01-Mar-98 $264,803.33 78.90 SFD PRIMARY 1 05-Jan-98
$1,905.66 01-Mar-98 $265,812.26 95.00 SFD PRIMARY 1 23-Jan-98
$2,440.66 01-Mar-98 $366,246.84 60.70 SFD PRIMARY 1 17-Dec-97
$2,387.62 01-Mar-98 $349,175.92 78.70 SFD PRIMARY 1 21-Nov-97
$2,650.02 01-Mar-98 $378,718.73 76.60 SFD PRIMARY 1 14-Jan-98
$1,632.67 01-Mar-98 $233,152.33 73.00 PUD PRIMARY 1 12-Dec-97
$1,974.74 01-Mar-98 $278,594.86 90.00 SFD PRIMARY 1 23-Dec-97
$2,635.12 01-Mar-98 $371,759.36 80.00 SFD PRIMARY 1 31-Dec-97
$2,133.48 01-Mar-98 $297,378.26 95.00 SFD PRIMARY 1 23-Dec-97
$1,875.65 01-Mar-98 $264,615.19 68.00 SFD PRIMARY 1 15-Dec-97
$1,667.63 01-Mar-98 $237,965.67 88.40 SFD PRIMARY 1 01-Dec-97
$1,804.87 01-Mar-98 $254,629.71 54.90 SFD PRIMARY 1 15-Dec-97
$1,959.32 01-Mar-98 $293,771.56 95.00 SFD PRIMARY 1 17-Nov-97
$1,800.95 01-Mar-98 $263,586.86 80.00 SFD PRIMARY 1 19-Dec-97
$2,004.52 01-Mar-98 $279,403.75 90.00 SFD PRIMARY 1 17-Dec-97
$1,887.88 01-Mar-98 $269,799.62 69.30 SFD PRIMARY 1 21-Jan-98
$2,291.22 01-Mar-98 $315,562.04 80.00 SFD PRIMARY 1 05-Dec-97
$1,570.11 01-Mar-98 $235,611.99 76.20 SFD PRIMARY 1 09-Dec-97
$3,132.48 01-Mar-98 $447,332.96 74.00 SFD PRIMARY 1 19-Dec-97
$2,722.37 01-Mar-98 $379,461.86 69.10 SFD PRIMARY 1 08-Dec-97
$2,240.28 01-Mar-98 $319,922.95 89.90 SFD PRIMARY 1 15-Dec-97
$2,194.16 01-Mar-98 $309,532.32 74.10 SFD PRIMARY 1 15-Dec-97
$1,977.30 01-Mar-98 $275,609.14 80.00 SFD PRIMARY 1 16-Dec-97
$2,948.94 01-Mar-98 $421,122.04 80.00 PUD PRIMARY 1 22-Dec-97
$2,335.72 01-Mar-98 $329,520.80 80.00 SFD PRIMARY 1 17-Dec-97
$1,748.05 01-Mar-98 $243,654.45 74.00 SFD PRIMARY 1 09-Dec-97
$2,046.33 01-Mar-98 $311,238.31 77.90 SFD PRIMARY 1 09-Jan-98
$1,613.77 01-Mar-98 $227,501.79 80.00 SFD PRIMARY 1 15-Nov-97
$1,998.46 01-Mar-98 $281,939.98 80.00 SFD PRIMARY 1 19-Dec-97
$2,966.26 01-Mar-98 $408,249.82 78.70 SFD PRIMARY 1 24-Nov-97
$1,939.69 01-Mar-98 $270,366.57 95.00 SFD PRIMARY 1 15-Dec-97
$2,313.76 01-Mar-98 $333,284.93 78.70 SFD PRIMARY 1 19-Dec-97
$2,947.00 01-Mar-98 $430,982.88 80.00 CONDO PRIMARY 1 21-Nov-97
$1,740.17 01-Mar-98 $239,267.26 71.70 SFD PRIMARY 1 03-Dec-97
$1,678.11 01-Mar-98 $239,642.67 74.60 SFD PRIMARY 1 15-Dec-97
$2,066.85 01-Mar-98 $299,022.29 95.00 SFD PRIMARY 1 30-Jan-98
$3,328.26 01-Mar-98 $475,291.27 80.00 SFD PRIMARY 1 31-Dec-97
$1,873.20 01-Mar-98 $267,501.11 95.00 SFD PRIMARY 1 03-Dec-97
$1,896.27 01-Mar-98 $270,796.20 80.00 SFD PRIMARY 1 23-Dec-97
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
601831727 6711 WEST MERCER WAY MERCER ISLAND WA 98040
601832911 88A BEACH ST COHASSET MA 2025
601833353 19268 BRECKORIDGE LN HUNTINGTON BEACH CA 92648
601834504 RT 11 BOX 72A HARRISONBURG VA 22801
601836005 12577 NW HARTFORD ST PORTLAND OR 97229
601836937 23658 WINTERGREEN CIR NOVI MI 48374
601838347 11246 FITZSIMMONS LN UNION KY 41091
601840535 1328 BULRUSH CT CARLSBAD CA 92009
601840568 6568 ASHBURY CIR HUNTINGTON BEACH CA 92648
601840706 19250 BECKONRIDGE LN HUNTINGTON BEAC CA 92648
601842786 14 DOGWOOD LN BOONTON NJ 7005
601843798 912 HIDDEN OAK PLACE BRENTWOOD TN 37027
601845255 3396 LAKESIDE DR EUGENE OR 97401
601849384 14601 THICKET LN DAYTON MN 55327
601855203 33 HEIGHTS ROAD MANHASSET NY 11030
601855407 6455 WESTCHESTER PL CUMMING GA 30041
601859423 4200 CHURCHILL DOWNS AUSTIN TX 78746
601863418 #VALUE! FORT MYERS FL 33908
601866411 122 SCOTT HILL RD 1404 BEAVER CREEK CO 81620
601870861 1970 WOODSMAN GROVELAND TWP. MI 48462
601873717 4811 ISLAND POND CT 304 BONITA SPRINGS FL 34134
601874013 8545 35 MILE RD ROMEO MI 48065
601875252 1116 GRAY FOX LN FRANKLIN TN 37069
601875731 16816 GRAYS BAY BLVD WAYZATA MN 55391
601875946 16896 WILDERNESS WAY JACKSON CA 95642
601876607 15 BISHOPS CT SUGAR LAND TX 77479
601876652 6132 MT RUSHMORE CIR CASTRO VALLEY CA 94552
601882729 31272 VIA DEL VERDE SAN JUAN CAPISTRANO CA 92675
601882901 170 GILBERT AVE SANTA CLARA CA 95051
601883731 21 SAINT JOHN DR LAKE ZURICH IL 60047
601883899 731 YUROK CT FREMONT CA 94539
601889851 1911 VISTA GRANDE RD EL CAJON CA 92019
601889908 3516 N SHEFFIELD #IFS CHICAGO IL 60657
601890499 1912 FALLING STAR AVE THOUSAND OAKS CA 91362
601890650 16401 OTSEGO AVE ENCINO CA 91316
601890729 38 CYPRESS NECK RD LINCROFT NJ 7738
601890785 3745 SW 48TH PL PORTLAND OR 97221
601892139 9180 COUNTRY RD #116 CORCORAN MN 55374
601893700 520 WEST 110TH ST APT 4B NEW YORK NY 10025
601893777 1145 EDGEWATER DR ATLANTA GA 30328
601895110 7845 SW 165 ST MIAMI FL 33157
601896770 24 NEW DAWN IRVINE CA 92720
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- --------------------------------------------
<S> <C> <C> <C>
7.625 360 $227,550.00 01-Feb-98
8.000 360 $436,500.00 01-Feb-98
7.500 360 $455,900.00 01-Feb-98
7.500 360 $250,000.00 01-Feb-98
7.125 360 $292,500.00 01-Feb-98
7.750 360 $335,000.00 01-Feb-98
7.500 360 $322,500.00 01-Feb-98
7.000 360 $362,700.00 01-Apr-98
7.375 360 $416,100.00 01-Feb-98
7.375 360 $300,000.00 01-Feb-98
7.625 360 $270,000.00 01-Mar-98
7.500 360 $260,000.00 01-Feb-98
7.750 360 $260,000.00 01-Feb-98
8.125 360 $546,000.00 01-Feb-98
6.750 360 $500,000.00 01-Apr-98
7.625 360 $473,000.00 01-Feb-98
7.375 360 $815,000.00 01-Feb-98
7.625 360 $300,000.00 01-Feb-98
8.000 360 $740,000.00 01-Feb-98
7.625 360 $256,500.00 01-Apr-98
7.625 360 $304,000.00 01-Feb-98
7.875 360 $320,000.00 01-Feb-98
7.625 360 $280,000.00 01-Feb-98
7.750 360 $600,000.00 01-Feb-98
7.750 360 $329,600.00 01-Feb-98
7.250 360 $289,100.00 01-Feb-98
8.000 360 $237,500.00 01-Feb-98
7.375 360 $298,300.00 01-Feb-98
7.750 360 $292,600.00 01-Feb-98
7.750 360 $420,000.00 01-Feb-98
7.375 360 $504,400.00 01-Mar-98
7.750 360 $252,000.00 01-Feb-98
8.000 360 $236,600.00 01-Feb-98
7.250 360 $544,000.00 01-Mar-98
7.500 360 $294,000.00 01-Feb-98
7.250 360 $236,500.00 01-Feb-98
7.250 360 $296,250.00 01-Mar-98
7.750 360 $267,550.00 01-Feb-98
7.875 360 $232,000.00 01-Mar-98
7.250 360 $375,000.00 01-Mar-98
7.750 360 $300,000.00 01-Feb-98
7.625 360 $588,800.00 01-Feb-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$1,610.58 01-Mar-98 $226,818.28 45.70 SFD PRIMARY 1 19-Dec-97
$3,202.88 01-Mar-98 $435,912.29 62.90 SFD PRIMARY 1 30-Dec-97
$3,187.72 01-Mar-98 $455,221.20 80.00 PUD PRIMARY 1 26-Dec-97
$1,748.04 01-Mar-98 $249,627.76 79.90 SFD PRIMARY 1 23-Dec-97
$1,970.63 01-Mar-98 $292,030.79 75.00 PUD PRIMARY 1 24-Dec-97
$2,399.98 01-Mar-98 $331,724.48 66.40 SFD PRIMARY 1 19-Dec-97
$2,254.97 01-Mar-98 $320,525.10 73.30 SFD PRIMARY 1 17-Dec-97
$2,413.05 01-Mar-98 $362,700.00 80.00 PUD PRIMARY 1 10-Feb-98
$2,873.90 01-Mar-98 $415,464.82 80.00 PUD PRIMARY 1 26-Dec-97
$2,072.03 01-Mar-98 $298,538.96 65.30 PUD PRIMARY 1 17-Dec-97
$1,911.04 01-Mar-98 $269,804.59 62.80 SFD PRIMARY 1 02-Feb-98
$1,817.96 01-Mar-98 $259,311.94 69.40 SFD PRIMARY 1 23-Dec-97
$1,862.67 01-Mar-98 $259,631.79 80.00 SFD PRIMARY 1 05-Dec-97
$4,054.03 01-Mar-98 $545,283.27 78.00 SFD PRIMARY 1 24-Dec-97
$3,242.99 01-Mar-98 $500,000.00 53.00 SFD PRIMARY 1 04-Feb-98
$3,347.86 01-Mar-98 $472,313.15 78.90 SFD PRIMARY 1 16-Dec-97
$5,629.00 01-Mar-98 $813,755.89 57.90 SFD PRIMARY 1 23-Dec-97
$2,123.38 01-Mar-98 $298,200.54 79.00 CONDO SECOND-HOME 1 29-Dec-97
$5,429.86 01-Mar-98 $739,003.63 67.90 CONDO PRIMARY 1 29-Dec-97
$1,815.49 01-Mar-98 $256,500.00 76.60 SFD PRIMARY 1 06-Feb-98
$2,151.69 01-Mar-98 $303,558.56 80.00 CONDO SECOND-HOME 1 23-Dec-97
$2,320.22 01-Mar-98 $319,045.98 88.90 SFD PRIMARY 1 19-Dec-97
$1,981.82 01-Mar-98 $279,593.41 79.60 SFD PRIMARY 1 04-Dec-97
$4,298.47 01-Mar-98 $599,150.30 75.00 SFD PRIMARY 1 18-Dec-97
$2,361.29 01-Mar-98 $328,894.54 80.00 SFD PRIMARY 1 17-Dec-97
$1,972.17 01-Mar-98 $288,647.57 75.40 SFD PRIMARY 1 18-Dec-97
$1,742.69 01-Mar-98 $237,180.22 95.00 SFD PRIMARY 1 18-Dec-97
$2,060.28 01-Mar-98 $297,844.65 80.00 PUD PRIMARY 1 30-Dec-97
$2,096.22 01-Mar-98 $292,185.64 80.00 SFD PRIMARY 1 30-Dec-97
$3,008.93 01-Mar-98 $419,405.23 84.00 SFD PRIMARY 1 10-Dec-97
$3,483.77 01-Mar-98 $504,016.19 80.00 SFD PRIMARY 1 13-Jan-98
$1,805.36 01-Mar-98 $251,643.13 75.45 SFD PRIMARY 1 29-Dec-97
$1,736.09 01-Mar-98 $236,281.40 90.40 CONDO PRIMARY 1 19-Dec-97
$3,711.04 01-Mar-98 $540,286.67 80.00 SFD PRIMARY 1 09-Jan-98
$2,055.69 01-Mar-98 $293,562.26 70.00 PUD PRIMARY 1 26-Dec-97
$1,613.35 01-Mar-98 $236,129.89 76.30 SFD PRIMARY 1 18-Dec-97
$2,020.95 01-Mar-98 $296,018.89 75.00 SFD PRIMARY 1 02-Jan-98
$1,916.76 01-Mar-98 $267,171.12 78.20 SFD PRIMARY 1 19-Dec-97
$1,682.16 01-Mar-98 $231,840.34 80.00 SFD PRIMARY 1 08-Jan-98
$2,558.16 01-Mar-98 $374,707.47 64.90 SFD PRIMARY 1 12-Jan-98
$2,149.24 01-Mar-98 $299,575.15 92.40 SFD PRIMARY 1 29-Dec-97
$4,167.49 01-Mar-98 $587,939.55 80.00 PUD PRIMARY 1 22-Dec-97
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
601897361 7515 NE WEST PORT MADISON RD BAINBRIDGE ISLAND WA 98110
601897828 4918 FREDRICK AVE LA CRESCENTA CA 91214
601898749 8463 ABBINGTON CIRCLE NAPLES FL 34103
601899795 4 MEADOWS END WEBSTER NY 14580
601899988 42643 ARJAY DR MURRIETA CA 92562
601902120 7005 CATTAIL PL CARLSBAD CA 92009
601902676 106 LAUREL DR HURRICANE WV 25526
601902825 307 MACLAREN LANE LAKE BLUFF IL 60044
601910803 32623 DEEP FOREST RD EVERGREEN CO 80439
601911392 17503 CYPRESS GLEN CYPRESS TX 77429
601911699 731 BURMA RD FALLBROOK CA 92028
601911995 4310 ST MICHAELS CT SUGAR LAND TX 77479
601912020 11664 WILLS CREEK RD SAN DIEGO CA 92131
601915318 102 FOX RUN DR MANDEVILLE LA 70471
601916730 495 HOYT ST DARIEN CT 6820
601916774 70 ST GEORGE PLACE PALM BEACH GARDENS FL 33418
601916821 11 NEW DAWN IRVINE CA 92720
601919049 1393 BURNSIDE CT LONG GROVE IL 60047
601919130 20072 GREEN SPRING RD ABINGDON VA 24211
601919152 7440 W SHORE DR EDINA MN 55435
601919196 1509 E CATAMARAN DR GILBERT AZ 85234
601919232 2400 SUGARLOAF CLUB DR DULUTH GA 30096
601919265 202 RIVER BROOK CIR NORRISTOWN PA 19403
601919287 6 MEASOW BROOK CIR SHREWSBURY MA 1545
601919298 1307 WOODHEAD STREET HOUSTON TX 77019
601919356 7665 TREE RIDGE CT ATLANTA GA 30350
601919378 2508 HATCHER MOUNTAIN RD SEVIERVILLE TN 37862
601920678 146 NASSAU BLVD GARDEN CITY NY 11530
601922384 5005 BRUCE AVE MINNEAPOLIS MN 55424
601924832 30191 KINGS VALLEY EAST DR CONIFER CO 80433
601924854 6812 DAKOTA TRAIL EDINA MN 55435
601926300 11808 DOROTHY ST 301 LOS ANGELES CA 90049
601926399 68 RIVERVIEW RD IRVINGTON NY 10533
601926561 119 PINACLE RIDGE CT DANVILLE CA 94506
601926572 1145 ABERDEEN DR ANN ARBOR MI 48104
601932525 4841 SHEARWATER LN NAPLES FL 34119
601934435 47363 ADAMS CT PLYMOUTH MI 48170
601934572 730 PIERCY RD SAN JOSE CA 95138
601935697 19631 VISTA DEL VALLE SANTA ANA CA 92705
601936756 16681 BARUNA LN HUNTINGTON BEAC CA 92649
601936814 1308 ECHO VALLEY DRIVE SAN JOSE CA 95120
601937483 6430 REGENT ST OAKLAND CA 94606
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- ---------------------------------------------
<S> <C> <C> <C>
7.500 360 $290,400.00 01-Feb-98
7.625 360 $254,000.00 01-Feb-98
7.500 360 $295,000.00 01-Mar-98
7.750 360 $243,950.00 01-Feb-98
7.375 360 $528,000.00 01-Feb-98
7.375 360 $345,950.00 01-Feb-98
7.500 360 $292,550.00 01-Feb-98
7.500 360 $250,000.00 01-Feb-98
7.500 360 $412,500.00 01-Mar-98
7.375 360 $318,000.00 01-Feb-98
7.625 360 $370,000.00 01-Feb-98
7.375 360 $290,000.00 01-Feb-98
7.875 360 $336,000.00 01-Feb-98
7.500 360 $288,000.00 01-Feb-98
7.625 360 $365,000.00 01-Apr-98
7.500 360 $616,000.00 01-Mar-98
7.250 360 $418,300.00 01-Feb-98
7.250 360 $286,000.00 01-Mar-98
7.750 360 $297,500.00 01-Feb-98
7.250 360 $256,000.00 01-Feb-98
7.875 360 $301,500.00 01-Feb-98
7.625 360 $504,000.00 01-Feb-98
7.875 360 $247,000.00 01-Feb-98
7.750 360 $320,000.00 01-Feb-98
7.500 360 $242,250.00 01-Feb-98
7.500 360 $381,000.00 01-Mar-98
7.250 360 $236,000.00 01-Mar-98
7.375 360 $430,000.00 01-Mar-98
7.375 360 $275,400.00 01-Feb-98
7.625 360 $299,250.00 01-Feb-98
7.875 360 $318,000.00 01-Feb-98
7.750 360 $312,000.00 01-Feb-98
7.750 360 $440,000.00 01-Feb-98
7.875 360 $290,000.00 01-Feb-98
8.000 360 $250,000.00 01-Feb-98
7.875 360 $236,000.00 01-Feb-98
7.500 360 $325,000.00 01-Feb-98
7.375 360 $374,400.00 01-Feb-98
7.750 360 $470,700.00 01-Feb-98
7.500 360 $367,000.00 01-Feb-98
7.250 360 $520,000.00 01-Feb-98
7.750 360 $266,000.00 01-Mar-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$2,030.52 01-Mar-98 $289,093.88 80.00 SFD PRIMARY 1 24-Dec-97
$1,797.80 01-Mar-98 $253,631.15 72.60 SFD PRIMARY 1 11-Dec-97
$2,062.68 01-Mar-98 $294,781.07 93.70 CONDO PRIMARY 1 30-Jan-98
$1,747.69 01-Mar-98 $243,604.53 84.20 SFD PRIMARY 1 18-Dec-97
$3,646.76 01-Mar-98 $527,194.01 80.00 SFD PRIMARY 1 15-Dec-97
$2,389.39 01-Mar-98 $345,421.90 80.00 PUD PRIMARY 1 30-Dec-97
$2,045.55 01-Mar-98 $292,114.42 79.30 SFD PRIMARY 1 23-Dec-97
$1,748.04 01-Mar-98 $249,226.51 83.40 SFD PRIMARY 1 16-Dec-97
$2,884.26 01-Mar-98 $412,193.87 75.00 SFD PRIMARY 1 08-Jan-98
$2,196.35 01-Mar-98 $317,514.56 80.00 SFD PRIMARY 1 22-Dec-97
$2,618.84 01-Mar-98 $369,462.70 67.30 SFD PRIMARY 1 19-Dec-97
$2,002.96 01-Mar-98 $289,557.31 74.40 SFD PRIMARY 1 29-Dec-97
$2,436.23 01-Mar-98 $335,536.02 75.90 SFD PRIMARY 1 24-Dec-97
$2,013.74 01-Mar-98 $287,571.18 64.50 SFD PRIMARY 1 24-Dec-97
$2,583.45 01-Mar-98 $365,000.00 66.40 SFD PRIMARY 1 03-Feb-98
$4,307.16 01-Mar-98 $615,350.00 72.50 PUD PRIMARY 1 12-Jan-98
$2,853.54 01-Mar-98 $417,645.41 63.80 PUD PRIMARY 1 19-Dec-97
$1,951.02 01-Mar-98 $285,776.90 58.40 PUD PRIMARY 1 16-Jan-98
$2,131.33 01-Mar-98 $297,003.41 85.00 SFD PRIMARY 1 31-Dec-97
$1,746.37 01-Mar-98 $255,599.37 80.00 SFD PRIMARY 1 30-Dec-97
$2,186.08 01-Mar-98 $301,082.16 90.00 SFD PRIMARY 1 04-Dec-97
$3,567.28 01-Mar-98 $503,268.12 80.00 SFD PRIMARY 1 08-Dec-97
$1,790.92 01-Mar-98 $246,658.90 95.00 SFD PRIMARY 1 29-Dec-97
$2,292.52 01-Mar-98 $319,546.84 64.00 SFD PRIMARY 1 22-Dec-97
$1,693.85 01-Mar-98 $237,193.45 95.00 TOWNHOUSE PRIMARY 1 16-Dec-97
$2,664.01 01-Mar-98 $380,717.24 75.00 SFD PRIMARY 1 05-Jan-98
$1,609.94 01-Mar-98 $235,815.89 80.00 SFD SECOND-HOME 1 05-Jan-98
$2,969.90 01-Mar-98 $429,672.81 79.20 SFD PRIMARY 1 30-Jan-98
$1,902.12 01-Mar-98 $274,979.59 90.00 SFD PRIMARY 1 12-Dec-97
$2,118.07 01-Mar-98 $298,815.45 95.00 SFD PRIMARY 1 22-Dec-97
$2,305.72 01-Mar-98 $317,560.88 89.60 SFD PRIMARY 1 17-Dec-97
$2,235.21 01-Mar-98 $311,558.16 80.00 CONDO PRIMARY 1 09-Dec-97
$3,152.21 01-Mar-98 $439,376.91 80.00 SFD PRIMARY 1 29-Dec-97
$2,102.70 01-Mar-98 $289,599.55 78.40 SFD PRIMARY 1 24-Dec-97
$1,834.41 01-Mar-98 $249,663.38 64.30 SFD PRIMARY 1 23-Dec-97
$1,711.16 01-Mar-98 $235,674.11 75.00 SFD PRIMARY 1 19-Dec-97
$2,272.45 01-Mar-98 $324,516.09 58.20 SFD PRIMARY 1 24-Dec-97
$2,585.89 01-Mar-98 $373,828.47 80.00 SFD PRIMARY 1 23-Dec-97
$3,372.15 01-Mar-98 $468,773.68 76.60 SFD PRIMARY 1 21-Dec-97
$2,566.12 01-Mar-98 $366,453.56 77.30 SFD PRIMARY 1 19-Dec-97
$3,547.32 01-Mar-98 $519,186.25 80.00 SFD PRIMARY 1 19-Dec-97
$1,905.66 01-Mar-98 $265,812.26 62.60 SFD PRIMARY 1 09-Jan-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
601937699 5233 W RIVER BEND DRIVE LIBERTYVILLE IL 60048
601937768 15725 LAKE ST OMAHA NE 68116
601937939 12425 STRATFORD RIDGE CREVE COEUR MO 63141
601937973 157 HERWORTH DR CHESTERFIELD MO 63005
601937984 1044 ALDERBROOK LN SAN JOSE CA 95129
601938042 901 SAGE CT CUPERTINO CA 95014
601938075 3948 SW ARROYO DR SEATTLE WA 98146
601938122 58 RANDLETT PARK NEWTON MA 2165
601938235 5257 MILTON RD. CARLSBAD CA 92008
601938280 10116 NEDRA DR GREAT FALLS VA 22066
601938360 4139 FISHER RD GREEN BAY WI 54311
601938587 1781 S STONEBRIDGE ANN ARBOR MI 48108
601938736 3600 TORREY VIEW CT SAN DIEGO CA 92130
601938758 5220 ST ALBANS BAY RD SHOREWOOD MN 55331
601938883 20021 NE 188TH PL WOODINVILLE WA 98072
601938974 3592 TORREY VIEW CT SAN DIEGO CA 92130
601939101 513 STRATFORD RD FALLSTON MD 21047
601939225 LOT 7 BLUEBONNET RIDGE ROCKWALL TX 75087
601939577 406 S LINCOLN LN ARLINGTON HEIGHTS IL 60005
601939588 1464 23RD AVE SAN FRANCISCO CA 94122
601939657 8011-13 VENETIAN DR CLAYTON MO 63105
601939680 14257 MANDERLEIGH WOODS DR CHESTERFIELD MO 63017
601939782 3570 AVOCADO AVE MIAMI FL 33133
601940547 229 NELLS ROCK ROAD SHELTON CT 6484
601944610 50 CHESTNUT ST CLARENDON HILLS IL 60514
601944632 915 S MONROE HINSDALE IL 60521
601944836 12 SAGELAND CT SCOTTS VALLEY CA 95008
601945438 4991 CHARA CT SAN JOSE CA 95124
601945472 6043 MEADOW POINTE ROW LA JOLLA CA 92037
601945597 129 HILLTOP WAY SCOTTS VALLEY CA 95066
601948603 47A POCONO RIDGE RD BROOKFIELD CT 6804
601949114 15 CASSADAY COURT LIVERMORE CA 94550
601949410 244 FOREST AVE PALO ALTO CA 94301
601949487 3971 LAKE WA BLVD S SEATTLE WA 98118
601949498 12 GETNER TR NORWALK CT 6854
601949524 1315 CHOSSINGTON DR SAN JOSE CA 95131
601949784 6 BACON ST WINCHESTER MA 1890
601950016 26691 WARWICK CT LAKE FOREST CA 92630
601950027 239 DEVONSHIRE RD DEVON PA 19333
601950050 730 S LAKE DAVIS DR ORLANDO FL 32806
601950061 2275 SW 105TH TERR DAVIE FL 33324
601950425 1551 W EAST FORT RD PARK CITY UT 84098
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- ---------------------------------------------
<S> <C> <C> <C>
7.750 360 $465,000.00 01-Feb-98
7.625 360 $337,500.00 01-Mar-98
7.500 360 $374,000.00 01-Feb-98
7.500 360 $375,600.00 01-Feb-98
7.000 360 $310,000.00 01-Mar-98
7.750 360 $397,000.00 01-Feb-98
7.000 360 $247,000.00 01-Feb-98
7.500 360 $245,000.00 01-Mar-98
7.375 360 $251,100.00 01-Feb-98
6.875 360 $496,000.00 01-Feb-98
7.625 360 $251,500.00 01-Feb-98
7.875 360 $277,300.00 01-Feb-98
7.750 360 $375,700.00 01-Feb-98
7.250 360 $357,000.00 01-Feb-98
7.625 360 $285,000.00 01-Feb-98
7.250 360 $236,650.00 01-Feb-98
7.750 360 $260,700.00 01-Mar-98
7.500 360 $330,000.00 01-Mar-98
7.750 360 $242,250.00 01-Feb-98
7.500 360 $239,600.00 01-Feb-98
7.750 360 $285,500.00 01-Feb-98
7.625 360 $488,000.00 01-Feb-98
7.625 360 $243,000.00 01-Feb-98
7.875 360 $264,950.00 01-Mar-98
7.625 360 $320,000.00 01-Feb-98
7.625 360 $290,000.00 01-Feb-98
6.875 360 $400,000.00 01-Mar-98
7.875 360 $236,000.00 01-Feb-98
7.500 360 $393,250.00 01-Feb-98
7.625 360 $237,500.00 01-Feb-98
7.750 360 $246,000.00 01-Feb-98
7.875 360 $240,000.00 01-Feb-98
7.750 360 $382,000.00 01-Feb-98
6.625 360 $496,000.00 01-Mar-98
7.750 360 $320,000.00 01-Feb-98
7.875 360 $280,000.00 01-Feb-98
7.750 360 $348,000.00 01-Feb-98
7.875 360 $250,000.00 01-Feb-98
7.625 360 $229,400.00 01-Mar-98
7.625 360 $337,500.00 01-Mar-98
7.625 360 $325,000.00 01-Feb-98
7.500 360 $369,000.00 01-Feb-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$3,331.32 01-Mar-98 $464,341.49 76.90 SFD PRIMARY 1 19-Dec-97
$2,388.80 01-Mar-98 $337,255.73 80.00 SFD PRIMARY 1 02-Jan-98
$2,615.06 01-Mar-98 $373,443.15 79.00 PUD PRIMARY 1 17-Dec-97
$2,626.25 01-Mar-98 $375,040.76 79.10 SFD PRIMARY 1 26-Dec-97
$2,062.44 01-Mar-98 $309,745.89 68.90 SFD PRIMARY 1 27-Jan-98
$2,844.16 01-Mar-98 $394,431.33 79.90 SFD PRIMARY 1 19-Dec-97
$1,643.30 01-Mar-98 $245,739.77 73.80 SFD PRIMARY 1 18-Dec-97
$1,713.08 01-Mar-98 $244,818.17 74.30 SFD PRIMARY 1 23-Jan-98
$1,734.29 01-Mar-98 $250,716.68 80.00 SFD PRIMARY 1 26-Dec-97
$3,258.37 01-Mar-98 $495,164.21 80.00 SFD PRIMARY 1 30-Dec-97
$1,780.10 01-Mar-98 $251,134.79 69.90 SFD PRIMARY 1 26-Dec-97
$2,010.62 01-Mar-98 $276,417.07 71.20 SFD PRIMARY 1 19-Dec-97
$2,691.56 01-Mar-98 $375,167.96 80.00 SFD SECOND-HOME 1 20-Dec-97
$2,435.37 01-Mar-98 $356,441.33 64.40 SFD PRIMARY 1 23-Dec-97
$2,017.21 01-Mar-98 $284,586.15 79.20 SFD PRIMARY 1 15-Dec-97
$1,614.37 01-Mar-98 $236,279.67 58.70 SFD PRIMARY 1 16-Dec-97
$1,867.69 01-Mar-98 $260,345.77 95.00 PUD PRIMARY 1 19-Jan-98
$2,307.41 01-Mar-98 $329,755.09 80.00 SFD PRIMARY 1 03-Feb-98
$1,735.51 01-Mar-98 $241,906.94 95.00 SFD PRIMARY 1 19-Dec-97
$1,675.32 01-Mar-98 $239,243.25 80.00 SFD PRIMARY 1 22-Dec-97
$2,045.36 01-Mar-98 $285,095.68 75.20 SFD PRIMARY 1 18-Dec-97
$3,454.03 01-Mar-98 $487,291.36 71.00 SFD PRIMARY 1 24-Dec-97
$1,719.94 01-Mar-98 $242,647.13 90.00 SFD PRIMARY 1 29-Dec-97
$1,921.07 01-Mar-98 $264,767.66 95.00 SFD PRIMARY 1 23-Jan-98
$2,264.94 01-Mar-98 $319,529.53 61.00 SFD PRIMARY 1 30-Dec-97
$2,052.60 01-Mar-98 $289,578.86 64.50 SFD PRIMARY 1 30-Dec-97
$2,627.72 01-Mar-98 $399,663.95 88.90 SFD PRIMARY 1 06-Jan-98
$1,711.16 01-Mar-98 $235,272.80 72.70 SFD PRIMARY 1 15-Dec-97
$2,749.66 01-Mar-98 $392,664.48 75.00 SFD PRIMARY 1 22-Dec-97
$1,681.01 01-Mar-98 $236,955.11 70.70 SFD PRIMARY 1 30-Dec-97
$1,762.37 01-Mar-98 $245,651.64 72.40 SFD PRIMARY 1 24-Dec-97
$1,740.17 01-Mar-98 $239,668.58 80.00 SFD PRIMARY 1 16-Dec-97
$2,736.69 01-Mar-98 $381,332.01 69.50 CONDO PRIMARY 1 29-Dec-97
$3,175.94 01-Mar-98 $495,562.39 79.36 SFD PRIMARY 1 20-Jan-98
$2,292.52 01-Mar-98 $319,546.84 80.00 SFD PRIMARY 1 29-Dec-97
$2,030.19 01-Mar-98 $279,613.36 80.00 SFD PRIMARY 1 16-Dec-97
$2,493.11 01-Mar-98 $347,507.19 80.00 SFD PRIMARY 1 18-Dec-97
$1,812.67 01-Mar-98 $249,466.23 58.90 SFD PRIMARY 1 05-Dec-97
$1,623.68 01-Mar-98 $229,233.97 95.00 SFD PRIMARY 1 23-Jan-98
$2,388.80 01-Mar-98 $337,255.71 90.00 SFD PRIMARY 1 07-Jan-98
$2,300.33 01-Mar-98 $324,528.05 56.40 SFD PRIMARY 1 23-Dec-97
$2,580.10 01-Mar-98 $368,450.58 90.00 SFD PRIMARY 1 29-Dec-97
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
601950506 9270 KESWICK AVE N GRANT TWP MN 55082
601950528 6488 LITTLE FALLS DR SAN JOSE CA 95120
601950551 110 JAVA ST MORRO BAY CA 93442
601950573 18 MYSTIC VALLEY PKY WINCHESTER MA 1890
601950595 15788 IZORAH WAY LOS GATOS CA 95032
601950620 5241 GOULD AVE LA CANADA-FLINTRIDGE CA 91011
601950631 1310 CRESTVIEW AVE SEAL BEACH CA 90740
601950653 1867 LIMEREE LN MOUNTAIN VIEW CA 94040
601950697 1649 CHERLY WAY APTOS CA 95003
601950711 107 LOMA PL APTOS CA 95003
601950733 224 WILDHORSE WAY CHESTERFIELD MO 63005
601950813 428 WAWONA ST SAN FRANCISCO CA 94116
601950824 11692 WILLS CREEK RD SAN DIEGO CA 92131
601954418 1843 SEADRIFT DR CORONA DEL MAR CA 92625
601954430 2378 PANORAMA TERRACE LOS ANGELES CA 90039
601954635 468 HELEN DR MILLBRAE CA 94030
601955954 729 JOYCE LN INCLINE VILLAGE NV 89451
601956023 604 WESTON LANE AUSTIN TX 78733
601956045 9118 MCDONALD DR BETHESDA MD 20817
601956056 3211 BRADBURY RD LOS ALAMITOS CA 90720
601956067 9829 MCBROOM ST SUNLAND CA 91040
601956089 972 E CROSSWINDS DR SPANISH FORK UT 84660
601956090 2213 COPPERFIELD DR SAINT PAUL MN 55120
601956103 754 MACKLIN CT SAN JOSE CA 95133
601956125 12 SPYGLASS CT TIMONIUM MD 21093
601956147 14600 GOLDEN LEAF PL LOUISVILLE KY 40245
601956158 1106 BARTLETT CREEK CT SAN JOSE CA 95120
601956169 11769 TREADWELL DR POWAY CA 92064
601956170 27205 STAGEWOOD CT LAGUNA HILLS CA 92653
601956205 2804 FOREST BROOK CT ELLICOTT CITY MD 21042
601956227 11231 BRUNSWICK WAY SANTA ANA CA 92705
601956250 3540 S MEADOWS DR MESA AZ 85240
601956283 743 FAIRVIEW BARTLETT IL 60103
601956307 681 CEDAR VIEW CT SHOREVIEW MN 55126
601956318 224 LIGHTHOUSE TERRACE FRANKLIN TN 37064
601956329 1067 N MEADS AVE ORANGE CA 92869
601956330 4569 WESLEY CT MASON OH 45040
601956363 16925 5TH AVE N PLYMOUTH MN 55447
601956374 160 PLEASANT ST BIRMINGHAM MI 48009
601956385 908 PROSPECT HERMOSA BEACH CA 90254
601956396 223 W ISLIP RD WEST ISLIP NY 11795
601956410 583 REDSTONE DR BROOMFIELD CO 80020
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- --------------------------------------------------
<S> <C> <C> <C>
7.750 360 $300,000.00 01-Mar-98
7.750 360 $302,000.00 01-Feb-98
7.750 360 $312,000.00 01-Feb-98
7.625 360 $305,600.00 01-Mar-98
7.500 360 $283,000.00 01-Feb-98
7.625 360 $487,000.00 01-Feb-98
7.750 360 $293,000.00 01-Feb-98
7.625 360 $396,000.00 01-Feb-98
7.375 360 $296,000.00 01-Feb-98
7.750 360 $304,000.00 01-Mar-98
7.500 360 $282,500.00 01-Feb-98
7.500 360 $275,000.00 01-Apr-98
7.750 360 $300,000.00 01-Feb-98
7.750 360 $546,000.00 01-Feb-98
7.750 360 $272,000.00 01-Feb-98
7.875 360 $298,000.00 01-Mar-98
7.375 360 $244,000.00 01-Feb-98
7.000 360 $465,700.00 01-Feb-98
7.500 360 $418,000.00 01-Feb-98
7.750 360 $275,000.00 01-Feb-98
7.750 360 $400,000.00 01-Feb-98
7.500 360 $353,000.00 01-Mar-98
7.750 360 $238,000.00 01-Mar-98
7.500 360 $328,000.00 01-Feb-98
7.250 360 $239,000.00 01-Mar-98
7.500 360 $330,000.00 01-Feb-98
7.750 360 $314,000.00 01-Mar-98
7.250 360 $372,200.00 01-Feb-98
7.750 360 $343,400.00 01-Mar-98
7.625 360 $257,000.00 01-Feb-98
7.875 360 $290,400.00 01-Feb-98
7.125 360 $233,900.00 01-Feb-98
7.625 360 $243,000.00 01-Mar-98
7.250 360 $450,000.00 01-Mar-98
7.625 360 $235,300.00 01-Feb-98
7.875 360 $380,000.00 01-Feb-98
7.750 360 $256,500.00 01-Feb-98
7.250 360 $280,000.00 01-Mar-98
7.625 360 $278,250.00 01-Feb-98
7.875 360 $250,000.00 01-Mar-98
7.750 360 $320,000.00 01-Feb-98
7.625 360 $265,000.00 01-Mar-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$2,149.24 01-Mar-98 $299,788.26 75.00 SFD PRIMARY 1 09-Jan-98
$2,163.56 01-Mar-98 $301,572.34 63.60 SFD PRIMARY 1 23-Dec-97
$2,235.21 01-Mar-98 $311,558.16 80.00 SFD SECOND-HOME 1 17-Dec-97
$2,163.02 01-Mar-98 $305,378.81 80.00 SFD PRIMARY 1 08-Jan-98
$1,978.78 01-Mar-98 $282,578.63 54.00 SFD PRIMARY 1 17-Dec-97
$3,446.96 01-Mar-98 $486,292.80 75.00 SFD PRIMARY 1 25-Dec-97
$2,099.09 01-Mar-98 $292,385.07 75.20 SFD PRIMARY 1 31-Dec-97
$2,802.86 01-Mar-98 $395,224.96 59.20 SFD PRIMARY 1 30-Dec-97
$2,044.40 01-Mar-98 $295,548.15 80.00 SFD PRIMARY 1 24-Dec-97
$2,177.89 01-Mar-98 $303,785.44 71.60 SFD SECOND-HOME 1 31-Dec-97
$1,975.28 01-Mar-98 $281,656.14 77.20 PUD PRIMARY 1 26-Dec-97
$1,922.84 01-Mar-98 $275,000.00 71.50 SFD PRIMARY 1 05-Feb-98
$2,149.24 01-Mar-98 $299,575.15 79.60 SFD PRIMARY 1 21-Dec-97
$3,911.61 01-Mar-98 $545,226.79 72.80 SFD PRIMARY 1 24-Dec-97
$1,948.64 01-Mar-98 $271,614.82 80.00 SFD PRIMARY 1 23-Dec-97
$2,160.71 01-Mar-98 $297,794.92 70.20 SFD PRIMARY 1 09-Jan-98
$1,685.25 01-Mar-98 $242,998.66 68.80 SFD PRIMARY 1 18-Dec-97
$3,098.31 01-Mar-98 $464,934.32 71.10 SFD PRIMARY 1 15-Dec-97
$2,922.72 01-Mar-98 $413,803.89 78.20 SFD PRIMARY 1 17-Dec-97
$1,970.13 01-Mar-98 $274,574.33 79.80 SFD PRIMARY 1 27-Dec-97
$2,865.65 01-Mar-98 $399,433.54 77.00 SFD PRIMARY 1 30-Dec-97
$2,468.23 01-Mar-98 $352,738.02 79.40 SFD PRIMARY 1 07-Jan-98
$1,705.06 01-Mar-98 $237,656.63 74.40 SFD PRIMARY 1 02-Jan-98
$2,293.42 01-Mar-98 $327,511.64 80.00 SFD PRIMARY 1 26-Dec-97
$1,630.40 01-Mar-98 $238,813.56 62.10 PUD PRIMARY 1 22-Jan-98
$2,307.41 01-Mar-98 $329,508.65 75.00 SFD PRIMARY 1 02-Jan-98
$2,249.53 01-Mar-98 $313,778.39 55.10 SFD PRIMARY 1 09-Jan-98
$2,539.06 01-Mar-98 $371,617.54 85.00 SFD PRIMARY 1 15-Dec-97
$2,460.16 01-Mar-98 $343,157.63 57.30 SFD PRIMARY 1 07-Jan-98
$1,819.03 01-Mar-98 $255,961.75 79.50 SFD PRIMARY 1 26-Dec-97
$2,105.60 01-Mar-98 $289,998.99 78.50 SFD PRIMARY 1 31-Dec-97
$1,575.83 01-Mar-98 $233,523.67 90.00 SFD PRIMARY 1 22-Dec-97
$1,719.94 01-Mar-98 $242,670.26 79.70 SFD PRIMARY 1 09-Jan-98
$3,069.79 01-Mar-98 $449,648.96 75.00 SFD PRIMARY 1 14-Jan-98
$1,665.44 01-Mar-98 $234,958.31 95.00 SFD PRIMARY 1 30-Dec-97
$2,755.26 01-Mar-98 $379,475.26 78.90 SFD PRIMARY 1 24-Dec-97
$1,837.60 01-Mar-98 $256,136.75 75.30 SFD PRIMARY 1 31-Dec-97
$1,910.09 01-Mar-98 $279,781.57 80.00 SFD PRIMARY 1 21-Jan-98
$1,969.44 01-Mar-98 $277,845.94 62.90 SFD PRIMARY 1 18-Dec-97
$1,812.67 01-Mar-98 $249,789.33 78.90 SFD PRIMARY 1 02-Jan-98
$2,292.52 01-Mar-98 $319,500.99 59.30 SFD PRIMARY 1 22-Dec-97
$1,875.65 01-Mar-98 $264,808.20 73.70 SFD PRIMARY 1 13-Jan-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
601956432 710 BERKELEY AVE MENLO PARK CA 94025
601956443 600 S CLIFTON PARK RIDGE IL 60068
601956454 14315 WAINRIDGE CHESTERFIELD MO 63017
601956487 145 CRESTVIEW AVE CAMARILLO CA 93010
601956502 46457 PASEO PADRE PKY FREMONT CA 94539
601956535 3465 BARRISTERS KEEPE CIR FAIRFAX VA 22031
601956897 3117 BLOOMFIELD SHORE WEST BLOOMFIELD MI 48323
601957503 28 BARNEY LN MONTVILLE NJ 7082
601958116 22948 CRICKET HILL RD CUPERTINO CA 95014
601958888 3608 TORREY VIEW COURT SAN DIEGO CA 92130
601959048 7956 STEEPLECHASE DR PALM BEACH GARDENS FL 33418
601959106 2705 REDDING DRIVE PLANO TX 75093
601959516 10195 HARMONY CIR EDEN PRAIRIE MN 55347
601959845 1815 W SCHOOL CHICAGO IL 60657
601960121 39710 COVEY CT HAMILTON VA 20111
601960848 21 LOVERS LN MADISON CT 6443
601961656 22479 HAVERGALE NOVI MI 48374
601961689 17851 S QUIVIRA RD OLATHE KS 66062
601964329 93 BRIGHTON AVE BOLINAS CA 94924
601964396 475 GLENRIDGE KEY BISCAYNE FL 33149
601964432 6 MENLO AISLE IRVINE CA 92612
601964739 3763 CENTURY DR CAMPBELL CA 95008
601964900 19256 BECKONRIDGE LN HUNTINGTON BEACH CA 92648
601966991 2 PRINCETON AVENUE FORT MITCHELL KY 41017
601968196 78 ESTATE DR DEERFIELD IL 60015
601968367 105 PASEO DE GRANADA TORRANCE CA 90277
601968620 9075 S CANYON GATE CIR SANDY UT 84093
601968802 1587 FIFTH AVE BELMONT CA 94002
601969017 310 WOOD ST PACIFIC GROVE CA 93950
601969643 3559 KIPLING HOWELL MI 48843
601970203 3521 WILLIAMSBURG RD DAVIDSONVILLE MD 21035
601970270 4088 SUGAR MAPLE DR DANVILLE CA 94506
601970394 49 ANDOVER RD ROSLYN HEIGHTS NY 11577
601970533 1005 LIVE OAK TERRACE SUNNYVALE CA 94086
601970566 99 PLAINFIELD STREET NEWTON MA 2168
601970624 826 PARKWOOD CT MC KINNEY TX 75070
601970679 701 PEBBLE BEACH DR SILVER SPRING MD 20904
601970726 4112 GREENWAY BALTIMORE MD 21218
601970884 5490 CHAMPION CREEK BLVD MEDINA OH 44256
601970895 14350 OAK AVE LAKE FOREST IL 60045
601970942 44973 COUGAR CIRCLE FREMONT CA 94539
601970964 3510 E SCHUBER PL SEATTLE WA 98122
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- ---------------------------------------------------
<S> <C> <C> <C>
7.750 360 $437,000.00 01-Feb-98
7.500 360 $334,000.00 01-Mar-98
7.500 360 $405,000.00 01-Mar-98
7.500 360 $364,000.00 01-Feb-98
7.625 360 $476,700.00 01-Feb-98
6.875 360 $236,000.00 01-Feb-98
7.875 360 $230,000.00 01-Feb-98
7.875 360 $260,000.00 01-Mar-98
7.250 360 $240,000.00 01-Mar-98
7.500 360 $300,050.00 01-Feb-98
7.625 360 $264,800.00 01-Feb-98
7.250 360 $417,200.00 01-Feb-98
7.875 360 $279,500.00 01-Feb-98
7.500 360 $400,000.00 01-Feb-98
7.500 360 $245,000.00 01-Mar-98
7.375 360 $420,000.00 01-Mar-98
7.250 360 $271,500.00 01-Feb-98
7.500 360 $373,500.00 01-Mar-98
7.625 360 $341,600.00 01-Feb-98
7.500 360 $280,000.00 01-Feb-98
7.250 360 $251,100.00 01-Mar-98
7.875 360 $245,700.00 01-Feb-98
7.500 360 $335,000.00 01-Feb-98
7.625 360 $253,800.00 01-Feb-98
7.625 360 $460,000.00 01-Mar-98
7.875 360 $305,500.00 01-Feb-98
7.375 360 $450,000.00 01-Feb-98
7.875 360 $255,000.00 01-Feb-98
7.500 360 $336,000.00 01-Mar-98
7.625 360 $263,500.00 01-Mar-98
7.375 360 $249,600.00 01-Feb-98
7.500 360 $265,500.00 01-Feb-98
7.375 360 $338,250.00 01-Apr-98
7.500 360 $250,000.00 01-Mar-98
7.250 360 $650,000.00 01-Mar-98
7.750 360 $280,050.00 01-Feb-98
7.625 360 $240,000.00 01-Mar-98
7.625 360 $540,000.00 01-Feb-98
7.750 360 $414,350.00 01-Feb-98
7.875 360 $285,000.00 01-Mar-98
7.875 360 $497,000.00 01-Mar-98
7.625 360 $332,500.00 01-Feb-98
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$3,130.72 01-Mar-98 $436,381.15 26.60 SFD PRIMARY 1 14-Dec-97
$2,335.38 01-Mar-98 $333,652.12 73.50 SFD PRIMARY 1 23-Jan-98
$2,831.82 01-Mar-98 $404,699.43 73.00 SFD PRIMARY 1 09-Jan-98
$2,545.14 01-Mar-98 $362,958.03 75.90 SFD PRIMARY 1 29-Dec-97
$3,374.05 01-Mar-98 $475,306.71 79.50 SFD PRIMARY 1 22-Dec-97
$1,550.35 01-Mar-98 $235,602.33 80.00 SFD PRIMARY 1 30-Dec-97
$1,667.66 01-Mar-98 $229,682.40 73.40 SFD PRIMARY 1 19-Dec-97
$1,885.18 01-Mar-98 $259,821.07 74.30 SFD PRIMARY 1 12-Jan-98
$1,637.22 01-Mar-98 $239,812.00 63.20 SFD PRIMARY 1 23-Jan-98
$2,097.99 01-Mar-98 $299,603.25 80.00 SFD PRIMARY 1 22-Dec-97
$1,874.24 01-Mar-98 $264,415.47 80.00 PUD PRIMARY 1 23-Dec-97
$2,846.04 01-Mar-98 $416,547.12 80.00 SFD PRIMARY 1 30-Dec-97
$2,026.57 01-Mar-98 $279,114.04 76.60 SFD PRIMARY 1 15-Dec-97
$2,796.86 01-Mar-98 $399,404.42 80.00 SFD PRIMARY 1 02-Jan-98
$1,713.08 01-Mar-98 $244,818.17 61.30 SFD PRIMARY 1 28-Jan-98
$2,900.84 01-Mar-98 $419,057.77 72.50 SFD PRIMARY 1 13-Jan-98
$1,852.11 01-Mar-98 $271,075.12 90.00 SFD PRIMARY 1 15-Dec-97
$2,611.57 01-Mar-98 $373,222.81 90.00 SFD PRIMARY 1 09-Jan-98
$2,417.82 01-Mar-98 $341,103.95 79.10 SFD SECOND-HOME 1 18-Dec-97
$1,957.80 01-Mar-98 $279,583.10 80.00 SFD PRIMARY 1 26-Dec-97
$1,712.94 01-Mar-98 $250,904.12 90.00 CONDO PRIMARY 1 09-Jan-98
$1,781.50 01-Mar-98 $245,360.71 76.80 SFD PRIMARY 1 20-Dec-97
$2,342.37 01-Mar-98 $334,501.21 63.00 SFD PRIMARY 1 29-Dec-97
$1,796.38 01-Mar-98 $253,431.45 89.10 SFD PRIMARY 1 23-Dec-97
$3,255.85 01-Mar-98 $459,667.07 60.60 SFD PRIMARY 1 15-Jan-98
$2,215.09 01-Mar-98 $305,078.12 79.40 SFD PRIMARY 1 14-Dec-97
$3,108.04 01-Mar-98 $449,313.06 75.00 SFD PRIMARY 1 31-Dec-97
$1,848.93 01-Mar-98 $254,647.87 63.80 SFD PRIMARY 1 19-Dec-97
$2,349.36 01-Mar-98 $335,750.64 78.90 SFD PRIMARY 1 31-Dec-97
$1,865.04 01-Mar-98 $263,167.58 79.90 SFD PRIMARY 1 02-Feb-98
$1,723.93 01-Mar-98 $249,218.97 80.00 SFD PRIMARY 1 02-Jan-98
$1,856.41 01-Mar-98 $265,104.70 52.10 SFD PRIMARY 1 14-Dec-97
$2,336.21 01-Mar-98 $338,250.00 75.00 SFD PRIMARY 1 02-Feb-98
$1,748.04 01-Mar-98 $249,814.46 72.50 PUD PRIMARY 1 12-Jan-98
$4,434.15 01-Mar-98 $649,492.93 74.00 SFD PRIMARY 1 15-Jan-98
$2,006.31 01-Mar-98 $279,653.42 95.00 SFD PRIMARY 1 23-Dec-97
$1,698.70 01-Mar-98 $239,826.30 70.30 SFD PRIMARY 1 22-Jan-98
$3,822.09 01-Mar-98 $539,215.84 77.60 SFD PRIMARY 1 31-Dec-97
$2,968.45 01-Mar-98 $413,325.76 69.70 SFD PRIMARY 1 26-Dec-97
$2,066.45 01-Mar-98 $284,803.86 82.70 SFD PRIMARY 1 30-Jan-98
$3,603.59 01-Mar-98 $496,657.97 75.90 SFD PRIMARY 1 16-Jan-98
$2,353.41 01-Mar-98 $332,017.17 75.60 SFD PRIMARY 1 22-Dec-97
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
601970986 1131 RUNNYMEDE DR SAN JOSE CA 95117
601970997 5906 DEERLAND CT SAN JOSE CA 95124
601972637 1324 N CALIFORNIA ST BURBANK CA 91505
601973718 1940 S CHEST DR LOS ANGELES CA 90034
601973785 2420 TAPESTRY WAY PLEASANTON CA 94588
601973810 13636 E CAMILLA WHITTIER CA 90601
601974047 36 CREST ROAD PIEDMONT CA 94611
601974105 2754 ALDWORTH DR SAN JOSE CA 95148
601974138 12 SHARP PL SAN FRANCISCO CA 94109
601974149 26132 HITCHING RAIL RD LAGUNA HILLS CA 92653
601975093 4041 N LOWELL CHICAGO IL 60641
601976551 2 HEWLETT LANE PORT WASHINGTON NY 11050
601976915 493 W WESTFORD ST CARLISLE MA 1741
601978600 795 HILMAR ST SANTA CLARA CA 95050
601978859 23322 DESERTWOOD ST LAKE FOREST CA 92630
601978871 6634 E MAPLEGROVE AGOURA HILLS CA 91301
601978951 19547 ANADALE DR TARZANA CA 91356
601978984 18 BAYLEAF DR IRVINE CA 92720
601979122 3981 NW STARVIEW PL PORTLAND OR 97229
601979554 1109 COLONIAL LN SAN JOSE CA 95132
601979667 4920 WHISPERING GROVE LN BILLINGS MT 59106
601979827 215 SILVER SAGE DR W CRESTED BUTTE CO 81224
601980933 422 FARMINGTON DR LAFAYETTE LA 70503
601980999 25660 SW KIMBERLY DR WEST LINN OR 97068
601981295 1212 SUMMIT OAKS DRIVE BURNSVILLE MN 55337
601981397 3692 KEMPTON DR LOS ALAMITOS CA 90720
601981488 3628 MICHELLE DR TORRANCE CA 90503
601981672 8914 FALLS FARM DR POTOMAC MD 20854
601981694 6330 NORTH SHORT CT WEST BLOOMFIELD MI 48324
601984016 3542 EDGEMAN CT SAN JOSE CA 95148
601984107 130 ESTRELLA RD FREMONT CA 94539
601984196 970 WALLACE DR SAN JOSE CA 95120
601985814 18005 34TH AVE N PLYMOUTH MN 55447
601988281 45 E MADISON AVE FLORHAM PARK NJ 7932
601993357 2732 LARAMIE GATE CIR PLEASANTON CA 94566
601993380 16688 ANNA'S WAY CHESTERFIELD MO 63005
601993448 1954 ROCHAMBEAU DR MALVERN PA 19355
601993529 9820 LAKE DR C-15 MYRTLE BEACH SC 29572
601993541 151 PEBBLE LN ALAMO CA 94507
601993552 985 CARTIER LN FOSTER CITY CA 94404
601993563 5453 S HAVEN LN SALT LAKE CITY UT 84117
601993609 1019 WAGNER RD BALTIMORE MD 21204
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- --------------------------------------------
<S> <C> <C> <C>
7.875 360 $246,000.00 01-Feb-98
7.875 360 $415,000.00 01-Feb-98
7.625 360 $257,500.00 01-Mar-98
7.875 360 $328,000.00 01-Feb-98
7.750 360 $313,650.00 01-Apr-98
7.250 360 $233,600.00 01-Mar-98
7.500 360 $363,000.00 01-Feb-98
7.875 360 $275,000.00 01-Feb-98
7.500 360 $400,000.00 01-Mar-98
7.875 360 $310,000.00 01-Feb-98
7.625 360 $252,000.00 01-Feb-98
7.500 360 $360,000.00 01-Apr-98
7.125 360 $337,000.00 01-Feb-98
7.500 360 $280,000.00 01-Feb-98
7.750 360 $234,500.00 01-Feb-98
7.875 360 $263,000.00 01-Feb-98
7.375 360 $450,000.00 01-Mar-98
7.375 360 $428,000.00 01-Feb-98
7.375 360 $279,900.00 01-Feb-98
7.875 360 $260,000.00 01-Feb-98
7.875 360 $400,000.00 01-Feb-98
7.750 360 $315,000.00 01-Mar-98
7.125 360 $258,000.00 01-Feb-98
7.375 360 $311,200.00 01-Feb-98
7.500 360 $305,800.00 01-Mar-98
7.750 360 $254,400.00 01-Mar-98
7.875 360 $247,300.00 01-Mar-98
7.625 360 $264,400.00 01-Feb-98
7.875 360 $250,000.00 01-Feb-98
7.750 360 $330,000.00 01-Mar-98
7.875 360 $315,000.00 01-Feb-98
7.875 360 $274,000.00 01-Mar-98
7.375 360 $240,000.00 01-Feb-98
7.625 360 $240,000.00 01-Feb-98
7.750 360 $244,600.00 01-Mar-98
7.375 360 $496,000.00 01-Mar-98
7.000 360 $300,000.00 01-Mar-98
7.500 360 $234,800.00 01-Mar-98
7.500 360 $448,000.00 01-Mar-98
7.875 360 $241,000.00 01-Mar-98
7.500 360 $525,000.00 01-Apr-98
7.625 360 $350,000.00 01-Mar-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$1,783.67 01-Mar-98 $245,660.30 56.00 SFD PRIMARY 1 23-Dec-97
$3,009.04 01-Mar-98 $414,426.92 63.90 SFD PRIMARY 1 29-Dec-97
$1,822.57 01-Mar-98 $257,313.63 87.30 SFD PRIMARY 1 13-Jan-98
$2,378.23 01-Mar-98 $327,543.51 80.00 SFD PRIMARY 1 23-Dec-97
$2,247.03 01-Mar-98 $313,650.00 80.00 SFD PRIMARY 1 12-Feb-98
$1,593.56 01-Mar-98 $233,417.77 76.10 SFD PRIMARY 1 21-Jan-98
$2,538.15 01-Mar-98 $362,459.52 47.80 SFD PRIMARY 1 30-Dec-97
$1,993.94 01-Mar-98 $274,613.85 67.60 SFD PRIMARY 1 24-Dec-97
$2,796.86 01-Mar-98 $399,703.14 56.80 CONDO PRIMARY 1 08-Jan-98
$2,247.72 01-Mar-98 $309,571.91 63.30 SFD PRIMARY 1 18-Dec-97
$1,783.64 01-Mar-98 $251,634.06 68.20 SFD PRIMARY 1 19-Dec-97
$2,517.17 01-Mar-98 $360,000.00 78.30 SFD PRIMARY 1 11-Feb-98
$2,270.43 01-Mar-98 $336,459.42 74.90 SFD PRIMARY 1 24-Dec-97
$1,957.80 01-Mar-98 $279,583.10 80.00 SFD PRIMARY 1 29-Dec-97
$1,679.99 01-Mar-98 $234,167.91 84.90 SFD PRIMARY 1 19-Dec-97
$1,906.93 01-Mar-98 $262,227.25 78.60 SFD PRIMARY 1 24-Dec-97
$3,108.04 01-Mar-98 $449,657.58 80.00 SFD PRIMARY 1 30-Jan-98
$2,956.09 01-Mar-98 $427,346.66 79.30 SFD PRIMARY 1 18-Dec-97
$1,933.20 01-Mar-98 $279,472.73 80.00 SFD PRIMARY 1 23-Dec-97
$1,885.18 01-Mar-98 $259,640.97 69.40 SFD PRIMARY 1 15-Dec-97
$2,900.28 01-Mar-98 $399,447.63 88.90 SFD PRIMARY 1 26-Dec-97
$2,256.70 01-Mar-98 $314,529.69 67.10 SFD PRIMARY 1 02-Jan-98
$1,738.19 01-Mar-98 $257,586.15 74.80 SFD PRIMARY 1 30-Dec-97
$2,149.38 01-Mar-98 $310,724.95 80.00 SFD PRIMARY 1 26-Dec-97
$2,138.20 01-Mar-98 $305,573.05 78.50 SFD PRIMARY 1 08-Jan-98
$1,822.55 01-Mar-98 $254,042.45 80.00 SFD PRIMARY 1 08-Jan-98
$1,793.10 01-Mar-98 $247,129.81 78.60 SFD PRIMARY 1 05-Jan-98
$1,871.41 01-Mar-98 $264,016.05 80.00 SFD PRIMARY 1 23-Dec-97
$1,812.67 01-Mar-98 $249,654.77 67.60 SFD PRIMARY 1 19-Dec-97
$2,364.16 01-Mar-98 $329,767.09 77.00 SFD PRIMARY 1 07-Jan-98
$2,283.97 01-Mar-98 $301,858.69 70.00 SFD PRIMARY 1 22-Dec-97
$1,986.69 01-Mar-98 $273,811.44 68.50 TOWNHOUSE PRIMARY 1 07-Jan-98
$1,657.62 01-Mar-98 $239,633.64 78.70 SFD PRIMARY 1 19-Dec-97
$1,698.70 01-Mar-98 $239,651.50 75.00 SFD PRIMARY 1 31-Dec-97
$1,752.34 01-Mar-98 $244,427.37 76.70 SFD PRIMARY 1 09-Jan-98
$3,425.75 01-Mar-98 $495,622.58 68.50 SFD PRIMARY 1 08-Jan-98
$1,995.91 01-Mar-98 $299,754.09 57.70 SFD PRIMARY 1 05-Jan-98
$1,641.76 01-Mar-98 $234,625.74 80.00 CONDO SECOND-HOME 1 30-Jan-98
$3,132.48 01-Mar-98 $447,667.52 80.00 SFD PRIMARY 1 16-Jan-98
$1,747.42 01-Mar-98 $240,581.56 72.00 SFD PRIMARY 1 07-Jan-98
$3,670.88 01-Mar-98 $525,000.00 59.00 SFD PRIMARY 1 13-Feb-98
$2,477.28 01-Mar-98 $349,746.68 74.10 SFD PRIMARY 1 15-Jan-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- ----------------------------------------------------------------------------
<C> <S> <C> <C> <C>
601993610 3594 TORREY VIEW CT SAN DIEGO CA 92130
601994018 1823 MILFORD AVE HOUSTON TX 77098
601994132 24414 MALIBU RD MALIBU CA 90265
601994860 17 SIROS LAGUNA NIGUEL CA 92677
601994893 13308 JONATHAN PARK LANE POWAY CA 92064
601995246 1003 GILBERT PL BRENTWOOD TN 37027
601997099 2011 GEDDES AVE ANN ARBOR MI 48104
601997340 5 SCARBOROUGH RD SIMSBURY CT 6070
601997669 48 EASTOVER RD STAMFORD CT 6905
601998604 585 W CEDAR ST ZIONSVILLE IN 46077
602000085 3 PICCADILLY SQ PENFIELD NY 14625
602000962 1517 NC 97 HWY ZEBULON NC 27597
602001941 108 WAHWAHTAYSEE WAY BATTLE CREEK MI 49015
602002361 675 N HUNDLEY ST HOFFMAN ESTATES IL 60194
602002533 5857 VIA CUESTA EL PASO TX 79912
602002828 17312 MADERA LN HUNTINGTON BEACH CA 92647
602002862 0658 HOMESTEAD DR EDWARDS CO 81632
602002920 171 CASTRO LN FREMONT CA 94539
602004706 3462 ASHBOURNE PL ROWLAND HEIGHTS CA 91748
602004819 3558 WALTON WAY SAN JOSE CA 95117
602005057 23 CANTERBURY ST ANDOVER MA 1810
602006047 1301 NORTH DEARBORN UNIT 505 CHICAGO IL 60611
602006183 21571 DAKAR LN HUNTINGTON BEACH CA 92646
602006285 10427 ORANGE GROVE DR TAMPA FL 33618
602006354 5210 RESERVE DR DUBLIN OH 43017
602006593 11645 PETENWELL RD SAN DIEGO CA 92131
602006640 1329 OBERON WAY MC LEAN VA 22102
602006720 2525 ANNE LANE NORTHBROOK IL 60062
602006844 67 WHISPERING WOODS RD GUILFORD CT 6437
602008016 321 GINGER CT SAN RAMON CA 94583
602008049 300 LAUDERDALE RD NASHVILLE TN 37205
602009585 3114 BARTON POINT DRIVE AUSTIN TX 78733
602010726 2 SEAVER ST WELLESLEY MA 2181
602011113 4028 BYRON ST HOUSTON TX 77005
602011420 18586 GARNET LN HUNTINGTON BEACH CA 92648
602011716 906 BELLIS ST NEWPORT BEACH CA 92660
602011727 26139 N TWAINE PL #VALUE! CA 91381
602012487 1930 NORFOLK HOUSTON TX 77098
602013934 12701 W 129TH ST OVERLAND PARK KS 66213
602014387 564 EAST SPRUCE GLEN RD SALT LAKE CITY UT 84107
602014855 28 N BAYLIS AVE PORT WASHINGTON NY 11050
602014968 2747 N SEMINARY AVE CHICAGO IL 60614
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- ---------------------------------------------
<S> <C> <C> <C>
7.250 360 $293,000.00 01-Feb-98
7.375 360 $255,200.00 01-Feb-98
7.625 360 $800,000.00 01-Feb-98
7.500 360 $296,000.00 01-Mar-98
7.625 360 $256,500.00 01-Feb-98
7.750 360 $254,000.00 01-Feb-98
8.000 360 $235,000.00 01-Mar-98
7.500 360 $315,000.00 01-Feb-98
7.750 360 $292,000.00 01-Mar-98
7.500 360 $275,000.00 01-Mar-98
7.750 360 $247,000.00 01-Mar-98
7.875 360 $240,000.00 01-Feb-98
7.625 360 $247,500.00 01-Apr-98
7.625 360 $230,000.00 01-Mar-98
7.000 360 $256,500.00 01-Mar-98
7.625 360 $260,000.00 01-Mar-98
7.375 360 $300,000.00 01-Feb-98
7.625 360 $320,000.00 01-Mar-98
7.375 360 $249,400.00 01-Feb-98
6.875 360 $285,000.00 01-Mar-98
7.750 360 $244,000.00 01-Mar-98
7.375 360 $261,200.00 01-Mar-98
7.875 360 $258,000.00 01-Mar-98
7.500 360 $243,000.00 01-Mar-98
7.500 360 $355,000.00 01-Mar-98
7.750 360 $268,000.00 01-Feb-98
7.500 360 $347,900.00 01-Mar-98
8.000 360 $418,000.00 01-Feb-98
7.500 360 $272,000.00 01-Mar-98
7.250 360 $340,000.00 01-Mar-98
7.375 360 $240,000.00 01-Feb-98
7.250 360 $333,600.00 01-Mar-98
6.875 360 $295,000.00 01-Mar-98
7.250 360 $259,100.00 01-Feb-98
7.250 360 $296,000.00 01-Mar-98
7.500 360 $280,000.00 01-Mar-98
6.875 360 $285,050.00 01-Feb-98
7.500 360 $242,400.00 01-Feb-98
8.000 360 $349,000.00 01-Mar-98
7.750 360 $250,000.00 01-Mar-98
7.625 360 $288,000.00 01-Mar-98
7.625 360 $397,000.00 01-Mar-98
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$1,998.78 01-Mar-98 $292,541.48 80.00 SFD PRIMARY 1 26-Dec-97
$1,762.60 01-Mar-98 $254,810.44 80.00 SFD PRIMARY 1 30-Dec-97
$5,662.35 01-Mar-98 $798,838.28 53.40 SFD PRIMARY 1 31-Dec-97
$2,069.67 01-Mar-98 $295,780.33 80.00 PUD PRIMARY 1 13-Jan-98
$1,815.49 01-Mar-98 $256,127.52 90.00 SFD PRIMARY 1 18-Dec-97
$1,819.69 01-Mar-98 $253,640.30 79.90 SFD PRIMARY 1 18-Dec-97
$1,724.35 01-Mar-98 $234,842.32 67.20 SFD PRIMARY 1 02-Jan-98
$2,202.53 01-Mar-98 $314,530.98 65.00 SFD PRIMARY 1 23-Dec-97
$2,091.92 01-Mar-98 $291,793.91 77.90 SFD PRIMARY 1 09-Jan-98
$1,922.84 01-Mar-98 $274,795.91 78.60 SFD PRIMARY 1 22-Jan-98
$1,769.54 01-Mar-98 $246,603.29 95.00 SFD PRIMARY 1 09-Jan-98
$1,740.17 01-Mar-98 $239,518.58 80.00 SFD PRIMARY 1 19-Dec-97
$1,751.79 01-Mar-98 $247,500.00 75.00 SFD PRIMARY 1 04-Feb-98
$1,627.93 01-Mar-98 $229,833.53 71.50 SFD PRIMARY 1 30-Dec-97
$1,706.50 01-Mar-98 $256,272.80 95.00 SFD PRIMARY 1 05-Jan-98
$1,840.26 01-Mar-98 $259,811.82 62.70 PUD PRIMARY 1 13-Jan-98
$2,072.03 01-Mar-98 $299,542.04 34.80 SFD PRIMARY 1 29-Dec-97
$2,264.94 01-Mar-98 $319,768.39 59.80 SFD PRIMARY 1 02-Jan-98
$1,722.54 01-Mar-98 $249,019.29 80.00 SFD PRIMARY 1 29-Dec-97
$1,872.25 01-Mar-98 $284,760.56 75.00 SFD PRIMARY 1 20-Jan-98
$1,748.05 01-Mar-98 $243,827.78 80.00 SFD PRIMARY 1 09-Jan-98
$1,804.04 01-Mar-98 $261,001.23 80.00 SFD PRIMARY 1 20-Jan-98
$1,870.68 01-Mar-98 $257,822.45 74.80 SFD PRIMARY 1 13-Jan-98
$1,699.09 01-Mar-98 $241,111.72 86.80 SFD PRIMARY 1 09-Jan-98
$2,482.21 01-Mar-98 $354,736.54 72.50 SFD PRIMARY 1 07-Jan-98
$1,919.98 01-Mar-98 $267,620.48 80.00 SFD PRIMARY 1 23-Dec-97
$2,432.57 01-Mar-98 $347,641.81 77.40 SFD PRIMARY 1 30-Jan-98
$3,067.14 01-Mar-98 $417,437.19 79.90 SFD PRIMARY 1 26-Dec-97
$1,901.86 01-Mar-98 $271,798.14 63.30 SFD PRIMARY 1 26-Jan-98
$2,319.40 01-Mar-98 $339,554.17 66.70 SFD PRIMARY 1 20-Jan-98
$1,657.62 01-Mar-98 $239,633.64 80.00 SFD PRIMARY 1 31-Dec-97
$2,275.74 01-Mar-98 $333,339.76 80.00 SFD PRIMARY 1 20-Jan-98
$1,937.94 01-Mar-98 $294,752.16 69.50 SFD PRIMARY 1 22-Jan-98
$1,767.52 01-Mar-98 $258,694.53 65.30 SFD PRIMARY 1 23-Dec-97
$2,019.24 01-Mar-98 $295,768.99 80.00 SFD PRIMARY 1 27-Jan-98
$1,957.80 01-Mar-98 $279,792.20 54.40 SFD PRIMARY 1 13-Jan-98
$1,872.58 01-Mar-98 $284,569.67 80.00 SFD PRIMARY 1 30-Dec-97
$1,694.90 01-Mar-98 $242,039.08 80.00 SFD PRIMARY 1 30-Dec-97
$2,560.84 01-Mar-98 $348,765.83 87.30 SFD PRIMARY 1 07-Jan-98
$1,791.03 01-Mar-98 $249,623.55 73.10 SFD PRIMARY 1 12-Jan-98
$2,038.45 01-Mar-98 $287,791.55 80.00 SFD PRIMARY 1 16-Jan-98
$2,809.94 01-Mar-98 $396,712.66 74.30 SFD PRIMARY 1 21-Jan-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
602015026 31 FIELDSTONE COURT NEW CITY NY 10956
602015117 11 WEIRS LN LOCUST VALLEY NY 11560
602016061 1836 ISLAND CT GREEN BAY WI 54303
602016367 13731 BEAUMONT AVE SARATOGA CA 95070
602016788 1325 WINDRIDGE RD FRIENDSVILLE TN 37737
602017905 157 N TAYLOR POINT DR THE WOODLANDS TX 77382
602018757 3049 BELIZE WAY UNION CITY CA 94587
602018779 110 CARLTON BLVD RIDGELAND MS 39157
602018859 33521 5TH PLACE SW FEDERAL WAY WA 98023
602019406 2835 N HWY A1A INDIALANTIC FL 32903
602022673 4229 FAIR AVE LOS ANGELES CA 91602
602022695 6400 DRY BEND COVE AUSTIN TX 78731
602023208 4081 INDIAN BAYOU NORTH DESTIN FL 32541
602023958 230 UNION ST BROOKLYN NY 11231
602024675 112 CLIFF ROAD PORT JEFFERSON NY 11777
602025836 2620 HYDRANGEA PL WILMINGTON NC 28403
602026041 917 E DRYDEN ST GLENDALE CA 91207
602026121 1249 PIEMONTE DR PLEASANTON CA 94566
602026165 27 ASA STREET MONTVILLE NJ 7045
602026370 11729 CONCORD CT CHINO CA 91710
602027758 4090 RIVERDALE RD S SALEM OR 97302
602029077 29 QUINCY ST CHEVY CHASE MD 20815
602031765 33 CHANNING BURLINGAME CA 94010
602031890 2000 LEXINGTON DR FULLERTON CA 92835
602032232 2709 MILANI AVE PLEASANTON CA 94588
602032948 3678 HERON RIDGE RD ROCHESTER HILLS MI 48309
602037603 206 SEDGEMOOR DR CARY NC 27513
602038056 15 AURIEMMA CT LANDING NJ 7850
602039024 5224 PROVINCIAL DR BLOOMFIELD HILLS MI 48302
602039115 21206 KELLIWOOD GREENS DR HOUSTON TX 77450
602039206 14 BALDWIN RD WESTFORD MA 1886
602039228 20337 SUMMERCREST DR CASTRO VALLEY CA 94552
602040733 3415 HAROLD ST OCEANSIDE NY 11572
602040744 19 MEADOW RD BRONXVILLE NY 10708
602040766 8 FRANCINE CT WHITE PLAINS NY 10607
602044316 6502 N PLACITA ALTA REPOSA TUCSON AZ 85718
602044657 5990 NE TOLO RD BAINBRIDGE ISLAND WA 98110
602051691 320 N MAPLE DR #601 BEVERLY HILLS CA 90210
602052339 6781 GASLIGHT DRIVE HUNTINGTON BEACH CA 92647
602054843 34331 AMBER LANTERN DANA POINT CA 92629
602057210 31 PETER LYNAS CT TENAFLY NJ 7670
602057517 5000 WHISPERING HOLLOW WEST PALM BEACH FL 33410
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- ---------------------------------------------------------
<S> <C> <C> <C>
7.625 360 $480,000.00 01-Mar-98
7.750 360 $335,000.00 01-Apr-98
7.750 360 $257,150.00 01-Mar-98
7.750 360 $515,000.00 01-Mar-98
7.375 360 $313,000.00 01-Mar-98
7.250 360 $302,500.00 01-Feb-98
7.875 360 $253,000.00 01-Mar-98
6.750 360 $325,000.00 01-Mar-98
6.750 360 $270,000.00 01-Mar-98
7.750 360 $340,000.00 01-Mar-98
7.875 360 $340,000.00 01-Mar-98
7.375 360 $300,250.00 01-Feb-98
7.500 360 $352,000.00 01-Mar-98
7.750 360 $476,000.00 01-Mar-98
7.500 360 $460,000.00 01-Mar-98
7.500 360 $300,000.00 01-Feb-98
7.500 360 $318,000.00 01-Mar-98
7.250 360 $324,000.00 01-Mar-98
7.500 360 $290,000.00 01-Apr-98
7.875 360 $407,500.00 01-Feb-98
7.625 360 $388,200.00 01-Mar-98
7.625 360 $756,000.00 01-Feb-98
7.875 360 $436,000.00 01-Feb-98
7.375 360 $272,000.00 01-Mar-98
7.625 360 $244,900.00 01-Mar-98
7.375 360 $324,800.00 01-Mar-98
7.000 360 $379,000.00 01-Mar-98
7.125 360 $700,000.00 01-Apr-98
7.625 360 $263,000.00 01-Mar-98
7.375 360 $275,500.00 01-Feb-98
7.250 360 $272,000.00 01-Mar-98
7.750 360 $241,000.00 01-Mar-98
7.750 360 $247,500.00 01-Mar-98
7.250 360 $350,000.00 01-Mar-98
7.875 360 $238,500.00 01-Mar-98
7.625 360 $368,350.00 01-Feb-98
7.250 360 $241,500.00 01-Mar-98
7.625 360 $248,000.00 01-Mar-98
7.750 360 $276,000.00 01-Mar-98
7.625 360 $800,000.00 01-Mar-98
7.375 360 $299,500.00 01-Mar-98
7.625 360 $255,000.00 01-Mar-98
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$3,397.41 01-Mar-98 $479,369.00 78.70 SFD PRIMARY 1 21-Jan-98
$2,399.98 01-Mar-98 $335,000.00 87.10 SFD PRIMARY 1 10-Feb-98
$1,842.25 01-Mar-98 $256,968.51 65.30 SFD PRIMARY 1 09-Jan-98
$3,689.52 01-Mar-98 $514,636.52 45.80 SFD PRIMARY 1 20-Jan-98
$2,161.81 01-Mar-98 $312,761.84 74.60 SFD SECOND-HOME 1 26-Jan-98
$2,063.58 01-Mar-98 $302,026.60 73.50 SFD PRIMARY 1 30-Dec-97
$1,834.43 01-Mar-98 $252,825.88 72.80 SFD PRIMARY 1 20-Jan-98
$2,107.94 01-Mar-98 $324,720.19 79.30 SFD PRIMARY 1 30-Jan-98
$1,751.21 01-Mar-98 $269,767.54 67.10 PUD PRIMARY 1 23-Jan-98
$2,435.80 01-Mar-98 $339,760.02 80.00 CONDO SECOND-HOME 1 15-Jan-98
$2,465.24 01-Mar-98 $339,766.01 85.30 SFD PRIMARY 1 15-Jan-98
$2,073.75 01-Mar-98 $299,719.93 90.00 SFD PRIMARY 12 2-Dec-97
$2,461.24 01-Mar-98 $351,475.89 67.10 SFD PRIMARY 1 07-Jan-98
$3,410.12 01-Mar-98 $475,664.05 80.00 SFD PRIMARY 1 15-Jan-98
$3,216.39 01-Mar-98 $459,658.61 75.50 SFD PRIMARY 1 21-Jan-98
$2,097.64 01-Mar-98 $299,553.31 67.80 SFD PRIMARY 1 02-Jan-98
$2,223.50 01-Mar-98 $317,764.00 76.70 SFD PRIMARY 1 16-Jan-98
$2,210.25 01-Mar-98 $323,747.25 34.20 PUD PRIMARY 1 15-Jan-98
$2,027.72 01-Mar-98 $290,000.00 73.80 SFD PRIMARY 1 11-Feb-98
$2,954.66 01-Mar-98 $406,937.28 78.40 SFD PRIMARY 1 23-Dec-97
$2,747.66 01-Mar-98 $387,919.03 80.00 SFD PRIMARY 1 26-Jan-98
$5,350.92 01-Mar-98 $754,902.18 70.00 SFD PRIMARY 1 30-Dec-97
$3,161.30 01-Mar-98 $435,397.93 80.00 SFD PRIMARY 1 29-Dec-97
$1,878.64 01-Mar-98 $271,793.03 80.00 PUD PRIMARY 1 12-Jan-98
$1,733.39 01-Mar-98 $244,722.75 79.80 SFD PRIMARY 1 22-Jan-98
$2,243.31 01-Mar-98 $324,552.86 80.00 SFD PRIMARY 1 30-Jan-98
$2,521.50 01-Mar-98 $378,689.33 80.00 SFD PRIMARY 1 21-Jan-98
$4,716.03 01-Mar-98 $700,000.00 71.10 SFD PRIMARY 1 12-Feb-98
$1,861.50 01-Mar-98 $262,809.65 79.80 SFD PRIMARY 1 28-Jan-98
$1,902.81 01-Mar-98 $274,877.12 95.00 SFD PRIMARY 1 29-Dec-97
$1,855.52 01-Mar-98 $271,787.81 75.60 SFD PRIMARY 1 30-Jan-98
$1,726.55 01-Mar-98 $240,477.50 95.00 SFD PRIMARY 1 15-Jan-98
$1,773.12 01-Mar-98 $247,325.32 90.00 SFD PRIMARY 1 15-Jan-98
$2,387.62 01-Mar-98 $349,726.96 73.00 SFD PRIMARY 1 29-Jan-98
$1,729.29 01-Mar-98 $238,335.87 75.00 SFD PRIMARY 1 23-Jan-98
$2,607.16 01-Mar-98 $367,815.10 80.00 SFD SECOND-HOME 1 02-Jan-98
$1,647.46 01-Mar-98 $241,311.60 71.10 SFD PRIMARY 1 31-Dec-97
$1,755.33 01-Mar-98 $247,820.50 63.60 CONDO PRIMARY 1 23-Jan-98
$1,977.30 01-Mar-98 $275,805.20 80.00 SFD PRIMARY 1 14-Jan-98
$5,662.35 01-Mar-98 $799,383.33 40.00 SFD PRIMARY 1 16-Jan-98
$2,068.57 01-Mar-98 $299,272.11 74.90 SFD PRIMARY 1 22-Jan-98
$1,804.87 01-Mar-98 $254,615.44 83.70 PUD PRIMARY 1 19-Jan-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
602059085 4432 SW CHESAPEAKE AVENUE PORTLAND OR 97201
602062785 144 SOUTHFIELD DR VERNON HILLS IL 60061
602063161 4282 S AKRON CT ENGLEWOOD CO 80111
602064275 1800 CREEK CROSSING DR RENO NV 89511
602064630 1301 N DEARBORN 1305 CHICAGO IL 60610
602067198 33 NOEL RD ANDOVER MA 1810
602071593 5515 CAMINO CALUROSO YORBA LINDA CA 92687
602071640 2248 HAWES DR HEBRON KY 41048
602072834 1118 OXFORD CT OAKBROOK TERRACE IL 60181
602072936 47548 DENTON RD VAN BUREN TWP. MI 48111
602074153 6174 DALECREST AVE WOODLAND HILLS CA 91367
602074847 10404 BUTTON WILLOW DR LAS VEGAS NV 89134
602075449 1227 LAKESHORE BLVD LAKE ORION MI 48362
602076440 6314 IVERSON TERR FREDERICK MD 21701
602077190 13611 CHERRYDALE DR ROCKVILLE MD 20850
602078113 2297 TRILLIUM WOODS DR ANN ARBOR MI 48105
602078146 12941 INSHORE DR PALM BEACH GARDENS FL 33410
602083677 24645 ROYAL RIDGE LAGUNA NIGUEL CA 92677
602083688 1139 STRADA ALMADEN SAN JOSE CA 95120
602083702 1633 S SHENANDOAH LOS ANGELES CA 90035
602085577 40906 VIA TRANQUILO PALMDALE CA 93551
602085635 98 VILLA POINT DR NEWPORT BEACH CA 92660
602085668 12419 MISTYGROVE ST MOORPARK CA 93021
602085680 1724 GALAXY DR NEWPORT BEACH CA 92660
602087238 4850 COUCIL ROCK LN CINCINNATI OH 45243
602087988 2031 LONG LAKE SHORES WEST BLOOMFIELD MI 48323
602092188 11942 RIVER OAKS DR LOVELAND OH 45140
602092473 7422 S IRELAND CT AURORA CO 80016
602093032 6825 GRENADIER BLVD #1002 NAPLES FL 34108
602094464 86 DAVIDSON ROAD BOXBOROUGH MA 1719
602094896 7717 CURTIS ST CHEVY CHASE MD 20815
602095795 29 HILLCREST RD WOODCLIFF LAKE NJ 7675
602096148 18 PARSONAGE LEBANON NJ 8833
602099072 200 NE 14TH AVE #20 FORT LAUDERDALE FL 33301
602100359 16515 RUSTLING OAK CT MORGAN HILL CA 95037
602100861 129 POTOMAC DR LOS GATOS CA 95032
602100872 10490 FLORENCE DR CUPERTINO CA 95014
602101350 4240 ADMIRABLE DR RANCHO PALOS VERDE CA 90275
602101646 2056 ELBERON RANCHO PALOS VE CA 90275
602102066 505 FERNRIDGE CT SUNNYVALE CA 94087
602107481 1257 LAKE SHORE BLVD LAKE ORION MI 48362
602107631 6937 S OWENS ST LITTLETON CO 80127
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- --------------------------------------------------
<S> <C> <C>
7.250 360 $418,500.00 01-Mar-98
7.625 360 $280,200.00 01-Mar-98
7.375 360 $275,000.00 01-Mar-98
7.500 360 $350,000.00 01-Mar-98
7.375 360 $327,700.00 01-Mar-98
7.875 360 $252,000.00 01-Apr-98
7.250 360 $304,000.00 01-Mar-98
7.625 360 $238,000.00 01-Mar-98
7.750 360 $273,000.00 01-Mar-98
7.875 360 $237,500.00 01-Apr-98
7.250 360 $243,500.00 01-Mar-98
7.250 360 $300,000.00 01-Mar-98
7.750 360 $326,200.00 01-Mar-98
7.250 360 $252,000.00 01-Mar-98
7.375 360 $322,500.00 01-Mar-98
7.750 360 $259,000.00 01-Mar-98
7.250 360 $265,000.00 01-Mar-98
6.875 360 $320,000.00 01-Mar-98
7.250 360 $343,200.00 01-Mar-98
7.250 360 $297,350.00 01-Mar-98
7.250 360 $279,000.00 01-Apr-98
7.625 360 $237,000.00 01-Apr-98
7.500 360 $236,000.00 01-Apr-98
7.750 360 $401,850.00 01-Mar-98
7.250 360 $473,000.00 01-Mar-98
7.750 360 $519,350.00 01-Mar-98
7.625 360 $308,100.00 01-Mar-98
7.250 360 $233,100.00 01-Mar-98
7.500 360 $252,000.00 01-Mar-98
7.375 360 $245,600.00 01-Mar-98
7.375 360 $408,000.00 01-Mar-98
7.375 360 $250,000.00 01-Mar-98
7.375 360 $320,000.00 01-Apr-98
7.500 360 $287,000.00 01-Mar-98
7.250 360 $498,000.00 01-Mar-98
7.500 360 $384,000.00 01-Apr-98
7.250 360 $471,750.00 01-Mar-98
7.250 360 $300,000.00 01-Mar-98
7.750 360 $234,400.00 01-Mar-98
7.250 360 $328,000.00 01-Apr-98
7.375 360 $352,000.00 01-Apr-98
7.250 360 $256,000.00 01-Mar-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$2,854.91 01-Mar-98 $418,173.53 90.00 SFD PRIMARY 1 15-Jan-98
$1,983.24 01-Mar-98 $279,834.52 83.70 SFD PRIMARY 1 23-Jan-98
$1,899.36 01-Mar-98 $274,790.74 61.20 SFD PRIMARY 1 23-Jan-98
$2,447.25 01-Mar-98 $349,740.25 63.70 SFD PRIMARY 1 13-Jan-98
$2,263.34 01-Mar-98 $327,199.77 80.00 CONDO PRIMARY 1 15-Jan-98
$1,827.17 01-Mar-98 $252,000.00 80.00 SFD PRIMARY 1 05-Feb-98
$2,073.82 01-Mar-98 $303,690.52 80.00 SFD PRIMARY 1 22-Jan-98
$1,684.55 01-Mar-98 $237,577.74 74.40 SFD PRIMARY 1 10-Jan-98
$1,955.81 01-Mar-98 $272,750.06 71.90 CONDO PRIMARY 1 20-Jan-98
$1,722.04 01-Mar-98 $237,500.00 95.00 SFD PRIMARY 1 06-Feb-98
$1,661.10 01-Mar-98 $243,110.05 79.90 SFD PRIMARY 1 22-Jan-98
$2,046.51 01-Mar-98 $299,765.97 76.10 PUD PRIMARY 1 30-Jan-98
$2,336.94 01-Mar-98 $325,969.71 75.20 SFD PRIMARY 1 29-Jan-98
$1,719.08 01-Mar-98 $251,803.42 90.00 SFD PRIMARY 1 19-Jan-98
$2,227.43 01-Mar-98 $322,254.60 75.00 SFD PRIMARY 1 23-Jan-98
$1,855.51 01-Mar-98 $258,472.71 64.60 SFD PRIMARY 1 28-Jan-98
$1,807.77 01-Mar-98 $264,793.27 72.70 SFD PRIMARY 1 15-Jan-98
$2,102.17 01-Mar-98 $319,731.16 80.00 PUD PRIMARY 1 14-Jan-98
$2,341.22 01-Mar-98 $342,932.27 80.00 SFD PRIMARY 1 23-Jan-98
$2,028.45 01-Mar-98 $297,118.04 95.00 SFD PRIMARY 1 20-Jan-98
$1,903.27 01-Mar-98 $279,000.00 75.00 SFD PRIMARY 1 23-Feb-98
$1,677.47 01-Mar-98 $237,000.00 66.80 SFD PRIMARY 1 17-Feb-98
$1,650.15 01-Mar-98 $236,000.00 75.00 PUD PRIMARY 1 18-Feb-98
$2,878.90 01-Mar-98 $401,566.38 55.90 SFD PRIMARY 1 29-Jan-98
$3,226.69 01-Mar-98 $472,631.01 63.10 SFD PRIMARY 1 14-Jan-98
$3,720.69 01-Mar-98 $518,983.45 60.50 SFD PRIMARY 1 12-Jan-98
$2,180.71 01-Mar-98 $307,877.01 90.00 SFD PRIMARY 1 26-Jan-98
$1,590.15 01-Mar-98 $232,918.16 90.00 SFD PRIMARY 1 22-Jan-98
$1,762.02 01-Mar-98 $251,812.98 80.00 SFD SECOND-HOME 1 15-Jan-98
$1,696.30 01-Mar-98 $245,413.12 80.00 SFD PRIMARY 1 20-Jan-98
$2,817.95 01-Mar-98 $407,689.54 64.80 SFD PRIMARY 1 16-Jan-98
$1,726.69 01-Mar-98 $249,809.77 69.50 SFD PRIMARY 1 02-Feb-98
$2,210.16 01-Mar-98 $320,000.00 55.20 SFD PRIMARY 1 04-Feb-98
$2,006.75 01-Mar-98 $286,787.00 78.70 SFD PRIMARY 1 12-Jan-98
$3,397.24 01-Mar-98 $497,611.51 80.00 PUD PRIMARY 1 20-Jan-98
$2,684.98 01-Mar-98 $384,000.00 75.00 SFD PRIMARY 1 06-Feb-98
$3,218.17 01-Mar-98 $471,381.99 75.00 SFD PRIMARY 1 30-Jan-98
$2,046.53 01-Mar-98 $299,765.97 68.20 SFD PRIMARY 1 22-Jan-98
$1,679.27 01-Mar-98 $234,213.83 80.00 SFD PRIMARY 1 27-Jan-98
$2,237.54 01-Mar-98 $328,000.00 80.00 SFD PRIMARY 1 19-Feb-98
$2,431.18 01-Mar-98 $352,000.00 80.00 SFD PRIMARY 1 30-Jan-98
$1,746.37 01-Mar-98 $255,800.30 80.00 SFD PRIMARY 1 30-Jan-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
602107664 1N657 WENTWORTH CT WINFIELD IL 60190
602107711 324 WOODMERE WAY PHOENIXVILLE PA 19460
602107777 75 LOMA VISTA DR BURLINGAME CA 94010
602108039 123 DIAMOND CT HARRISONBURG VA 22801
602108062 761 GATEHOUSE LN COLUMBUS OH 43235
602108142 18417 TWIN CREEKS RD MONTE SERENO CA 95030
602108698 483 CUMBERLAND RD BURLINGAME CA 94010
602108803 2931 E WYECLIFF WAY LITTLETON CO 80126
602108983 848 SANDY COVE LN FORT COLLINS CO 80525
602109121 1229 PAR VIEW PL LA FOLLETTE TN 37766
602109223 2615 N HALSTEAD ST CHICAGO IL 60614
602109234 9020 FALLS CHAPEL WAY POTOMAC MD 20854
602109303 3439 PIPING ROCK LN HOUSTON TX 77027
602109427 147 BRIGHTON CLOSE NASHVILLE TN 37205
602109508 1033 S CREEK VIEW LN ANAHEIM CA 92808
602109519 35042 SELLERS CT FREMONT CA 94536
602109520 2309 N COMMONWEALTH AVE #1W CHICAGO IL 60601
602109575 301 GREYFRIARS LN CARY NC 27511
602109597 8690 160TH CT NW RAMSEY MN 55303
602109666 104500 OVERSEAS HIGHWAY 201A KEY LARGO FL 33037
602109848 14911 LARGO VISTA DR HAYMARKET VA 20166
602110328 245 COTTON FIELD CT ALPHARETTA GA 30202
602110523 5564 RED FERN RUN LITTLETON CO 80125
602110830 71 WEED AVENUE NORWALK CT 6850
602111136 43404 LAUREL GLENN COMMON FREMONT CA 94539
602111329 714 S DEARBORN 6 CHICAGO IL 60605
602111374 372 W 1950 N CENTERVILLE UT 84014
602111498 4040 262ND PL SE ISSAQUAH WA 98029
602111557 144 BORDERS RD BEAVER CREEK CO 81620
602111637 26586 SE 15 ST ISSAQUAH WA 98029
602111728 1703 ARNOLD PALMER BLVD LOUISVILLE KY 40245
602111842 2521 AUDREY LANE NORTHBROOK IL 60062
602111944 1800 HAWKWEED WAY MALVERN PA 19355
602112137 2312 MAGNOLIA BLVD WEST SEATTLE WA 98199
602112364 1854 W 152ND PL BROOMFIELD CO 80020
602112672 11507 SOUTH WEST OAKS AUSTIN TX 78737
602113537 517 KING ST LAFAYETTE CO 80026
602113606 4714 192ND DR NE REDMOND WA 98053
602113888 4662 GOODHEART CT NEW ALBANY OH 43054
602114479 2213 CHAMPLAIN CT UNION CITY CA 94587
602116574 725 LAWTON ST MC LEAN VA 22101
602116767 6 CHERRYGATE LN TRUMBULL CT 6611
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- ---------------------------------------------
<S> <C> <C> <C>
7.250 360 $338,900.00 01-Mar-98
6.875 360 $248,800.00 01-Mar-98
7.500 360 $305,000.00 01-Mar-98
7.500 360 $242,000.00 01-Apr-98
7.375 360 $273,000.00 01-Mar-98
7.500 360 $638,170.00 01-Mar-98
7.500 360 $344,000.00 01-Mar-98
7.250 360 $272,000.00 01-Apr-98
7.375 360 $327,300.00 01-Mar-98
7.500 360 $236,000.00 01-Apr-98
7.500 360 $263,000.00 01-Apr-98
7.250 360 $337,000.00 01-Mar-98
7.250 360 $557,050.00 01-Mar-98
7.250 360 $390,000.00 01-Mar-98
7.500 360 $234,000.00 01-Mar-98
7.750 360 $289,000.00 01-Mar-98
7.500 360 $241,500.00 01-Mar-98
7.000 360 $383,000.00 01-Mar-98
7.125 360 $350,000.00 01-Mar-98
7.375 360 $232,000.00 01-Mar-98
7.250 360 $302,000.00 01-Mar-98
7.000 360 $300,000.00 01-Apr-98
7.250 360 $259,650.00 01-Mar-98
7.000 360 $262,100.00 01-Mar-98
7.500 360 $300,000.00 01-Mar-98
7.375 360 $286,000.00 01-Apr-98
7.750 360 $275,000.00 01-Mar-98
7.750 360 $284,700.00 01-Mar-98
6.875 360 $700,000.00 01-Apr-98
7.250 360 $353,850.00 01-Mar-98
7.250 360 $400,000.00 01-Mar-98
7.375 360 $310,000.00 01-Mar-98
7.000 360 $265,000.00 01-Apr-98
7.375 360 $450,000.00 01-Mar-98
7.375 360 $313,000.00 01-Mar-98
7.500 360 $300,600.00 01-Mar-98
7.250 360 $269,800.00 01-Mar-98
7.250 360 $247,000.00 01-Mar-98
7.250 360 $430,000.00 01-Apr-98
6.625 360 $292,450.00 01-Apr-98
6.625 360 $307,000.00 01-Apr-98
7.500 360 $388,000.00 01-Apr-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$2,311.90 01-Mar-98 $338,635.62 73.90 SFD PRIMARY 1 30-Jan-98
$1,634.44 01-Mar-98 $248,590.98 80.00 SFD PRIMARY 1 30-Jan-98
$2,132.60 01-Mar-98 $304,773.65 63.60 SFD PRIMARY 1 23-Jan-98
$1,692.10 01-Mar-98 $242,000.00 74.50 SFD PRIMARY 1 11-Feb-98
$1,885.54 01-Mar-98 $272,792.27 78.00 SFD PRIMARY 1 22-Jan-98
$4,462.18 01-Mar-98 $637,696.38 55.50 SFD PRIMARY 1 29-Jan-98
$2,405.30 01-Mar-98 $343,744.70 65.00 SFD PRIMARY 1 23-Jan-98
$1,855.52 01-Mar-98 $272,000.00 85.00 SFD PRIMARY 1 12-Feb-98
$2,260.58 01-Mar-98 $327,050.95 75.30 SFD PRIMARY 1 26-Jan-98
$1,650.15 01-Mar-98 $236,000.00 76.20 SFD SECOND-HOME 1 19-Feb-98
$1,838.93 01-Mar-98 $263,000.00 77.00 SFD PRIMARY 1 05-Feb-98
$2,298.93 01-Mar-98 $336,237.11 88.50 SFD PRIMARY 1 30-Jan-98
$3,800.06 01-Mar-98 $556,615.45 63.70 SFD PRIMARY 1 26-Jan-98
$2,660.49 01-Mar-98 $389,610.43 89.70 CONDO PRIMARY 1 30-Jan-98
$1,636.16 01-Mar-98 $233,826.34 72.00 SFD PRIMARY 1 29-Jan-98
$2,070.43 01-Mar-98 $288,796.03 78.20 SFD PRIMARY 1 26-Jan-98
$1,688.60 01-Mar-98 $241,320.78 79.50 SFD PRIMARY 1 29-Jan-98
$2,548.11 01-Mar-98 $382,686.06 73.70 SFD PRIMARY 1 20-Jan-98
$2,358.01 01-Mar-98 $349,720.11 64.30 SFD PRIMARY 1 26-Jan-98
$1,602.37 01-Mar-98 $231,823.46 80.00 CONDO SECOND-HOME 1 21-Jan-98
$2,060.17 01-Mar-98 $301,764.41 75.50 SFD PRIMARY 1 02-Feb-98
$1,995.91 01-Mar-98 $300,000.00 80.00 SFD PRIMARY 1 03-Feb-98
$1,771.27 01-Mar-98 $259,447.45 54.10 SFD PRIMARY 1 26-Jan-98
$1,743.76 01-Mar-98 $261,885.16 95.00 SFD PRIMARY 1 23-Jan-98
$2,097.64 01-Mar-98 $299,777.36 54.60 SFD PRIMARY 1 22-Jan-98
$1,975.33 01-Mar-98 $286,000.00 80.00 CONDO PRIMARY 1 03-Feb-98
$1,970.13 01-Mar-98 $274,805.91 69.10 SFD PRIMARY 1 26-Jan-98
$2,039.63 01-Mar-98 $284,499.06 85.00 SFD PRIMARY 1 15-Jan-98
$4,598.50 01-Mar-98 $700,000.00 23.40 SFD SECOND-HOME 1 30-Jan-98
$2,413.88 01-Mar-98 $353,573.95 80.00 SFD PRIMARY 1 28-Jan-98
$2,728.71 01-Mar-98 $399,687.96 61.60 SFD PRIMARY 1 30-Jan-98
$2,141.09 01-Mar-98 $309,564.12 59.70 SFD PRIMARY 1 30-Jan-98
$1,763.05 01-Mar-98 $265,000.00 63.10 SFD PRIMARY 1 06-Feb-98
$3,108.04 01-Mar-98 $449,657.58 58.50 SFD PRIMARY 1 30-Jan-98
$2,161.81 01-Mar-98 $312,761.84 74.20 SFD PRIMARY 1 02-Feb-98
$2,101.84 01-Mar-98 $300,376.91 77.50 SFD PRIMARY 1 16-Jan-98
$1,840.51 01-Mar-98 $269,589.53 95.00 SFD PRIMARY 1 30-Jan-98
$1,684.98 01-Mar-98 $246,807.31 65.00 SFD PRIMARY 1 19-Jan-98
$2,933.36 01-Mar-98 $430,000.00 78.20 SFD PRIMARY 1 06-Feb-98
$1,872.59 01-Mar-98 $292,450.00 80.00 SFD PRIMARY 1 20-Feb-98
$1,965.75 01-Mar-98 $307,000.00 76.80 SFD PRIMARY 1 18-Feb-98
$2,712.95 01-Mar-98 $388,000.00 80.00 SFD PRIMARY 1 06-Feb-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
602117314 170 WALTER HAYS PALO ALTO CA 94303
602117622 6662 CHEROKEE TRL W EDEN PRAIRIE MN 55344
602117746 8035 SE 33RD PL#1 MERCER ISLAND WA 98040
602119511 210 E ORCHARD ST ARLINGTON HEIGH IL 60005
602120901 293 FOX RIDGE DR THOUSAND OAKS CA 91361
602121490 22414 DARDENNE STREET CALABASAS CA 91302
602122685 4146 SHOREBREAK DR HUNTINGTON BEACH CA 92649
602122798 3630 LAWSON RD GLENVIEW IL 60025
602123301 750 7TH AVE SAN FRANCISCO CA 94118
602123608 300 SOUTH POINT DR MIAMI BEACH FL 33139
602124404 411 BIRKHAVEN PL SAN JOSE CA 95138
602124643 7385 CROMPTON CT N DUNWOODY GA 30350
602125187 4 AARON DR LONG HILL NJ 7946
602125336 1440 N STATE PARKWAY ST 7C CHICAGO IL 60610
602125370 22 FERN VALLEY RD WESTON CT 6883
602125724 15897 SE 56TH PL BELLEVUE WA 98006
602126246 3339 CTY HWY C PULASKI WI 54162
602126406 14707 S BRUNNER RD OREGON CITY OR 97045
602126565 38 BROADVIEW AVE MADISON NJ 7940
602127156 1416 GORDON DR NAPA CA 94558
602128794 2541 VIBURG CT MIDLOTHIAN VA 23113
602128841 1872 HARDIN LN POWELL OH 43065
602128954 5650 CASTLEBAY DR SPRINGFIELD MO 65809
602129089 9635 GOTTEN WAY GERMANTOWN TN 38139
602130184 5710 COVE VIEW E LAKELAND FL 33813
602131425 36955 ALDGATE CT FARMINGTON MI 48335
602131539 1723 N BISSELL ST CHICAGO IL 60614
602131664 880 GATENHOUSE LN COLUMBUS OH 43235
602131788 1210 RIDGELEY HOUSTON TX 77055
602131835 2585 TAMPA RD WOLVERINE LAKE MI 48390
602132302 2960 BUCCANEER ROAD VIRGINIA BEACH VA 23451
602132313 1117 KILLARNEY LN BURLINGAME CA 94010
602132404 3740 WATERFORD DR MYRTLE BEACH SC 29577
602132767 2868 FRANKLIN OAKS DRIVE HERNDON VA 20171
602133110 18 THACKERAY ROAD WELLESLEY MA 2181
602133223 100 WOODBINE WILMETTE IL 60091
602133303 75 NAVAJO ROAD EAST MEDINA MN 55340
602133508 16820 41ST AVE N PLYMOUTH MN 55416
602133519 1006 EVE LANE LIVERMORE CA 94550
602134598 2560 WESTERN ROW RD MAINEVILLE OH 45039
602135566 3803 DEER TRAIL DR DANVILLE CA 94506
602136113 35 BELLEVUE RD ANDOVER MA 1810
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- ----------------------------------------------
<S> <C> <C> <C>
7.500 360 $548,000.00 01-Mar-98
7.125 360 $255,000.00 01-Mar-98
7.375 360 $288,500.00 01-Apr-98
7.625 360 $276,000.00 01-Mar-98
7.750 360 $313,000.00 01-Apr-98
7.250 360 $317,000.00 01-Apr-98
7.250 360 $290,000.00 01-Apr-98
7.250 360 $337,000.00 01-Apr-98
7.750 360 $263,000.00 01-Mar-98
7.500 360 $520,000.00 01-Mar-98
7.500 360 $246,600.00 01-Mar-98
7.500 360 $263,000.00 01-Mar-98
7.375 360 $334,500.00 01-Apr-98
7.625 360 $252,000.00 01-Apr-98
7.375 360 $595,000.00 01-Apr-98
7.250 360 $300,000.00 01-Mar-98
7.250 360 $254,000.00 01-Mar-98
6.625 360 $266,250.00 01-Mar-98
6.750 360 $274,500.00 01-Apr-98
7.500 360 $241,600.00 01-Mar-98
7.250 360 $250,000.00 01-Apr-98
6.875 360 $330,000.00 01-Mar-98
7.375 360 $649,800.00 01-Apr-98
7.250 360 $249,800.00 01-Mar-98
7.375 360 $250,000.00 01-Apr-98
7.250 360 $277,500.00 01-Apr-98
7.375 360 $252,000.00 01-Apr-98
7.375 360 $344,700.00 01-Apr-98
7.250 360 $264,700.00 01-Mar-98
6.875 360 $244,000.00 01-Apr-98
7.250 360 $327,000.00 01-Mar-98
6.875 360 $270,000.00 01-Mar-98
7.250 360 $286,000.00 01-Apr-98
7.000 360 $320,000.00 01-Apr-98
7.250 360 $275,000.00 01-Mar-98
7.375 360 $325,000.00 01-Mar-98
7.250 360 $266,000.00 01-Mar-98
7.250 360 $323,600.00 01-Mar-98
7.375 360 $259,000.00 01-Mar-98
7.375 360 $363,750.00 01-Apr-98
6.750 360 $425,000.00 01-Apr-98
7.500 360 $280,000.00 01-Apr-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$3,831.70 01-Mar-98 $547,593.30 60.30 SFD PRIMARY 1 14-Jan-98
$1,717.98 01-Mar-98 $254,796.08 74.00 SFD PRIMARY 1 23-Jan-98
$1,992.60 01-Mar-98 $288,500.00 54.50 SFD PRIMARY 1 12-Feb-98
$1,953.51 01-Mar-98 $275,800.24 80.00 SFD PRIMARY 1 26-Jan-98
$2,242.37 01-Mar-98 $313,000.00 79.30 SFD PRIMARY 1 06-Feb-98
$2,162.50 01-Mar-98 $317,000.00 77.00 SFD PRIMARY 1 16-Feb-98
$1,978.31 01-Mar-98 $290,000.00 42.70 SFD PRIMARY 1 06-Feb-98
$2,298.93 01-Mar-98 $337,000.00 74.90 SFD PRIMARY 1 02-Feb-98
$1,884.16 01-Mar-98 $262,814.38 77.40 SFD PRIMARY 1 10-Jan-98
$3,635.92 01-Mar-98 $519,614.08 80.00 CONDO PRIMARY 1 30-Jan-98
$1,724.26 01-Mar-98 $246,416.99 80.00 SFD PRIMARY 1 30-Jan-98
$1,838.93 01-Mar-98 $262,804.82 73.90 SFD PRIMARY 1 26-Jan-98
$2,310.31 01-Mar-98 $334,500.00 75.00 SFD PRIMARY 1 10-Feb-98
$1,783.64 01-Mar-98 $252,000.00 80.00 CONDO PRIMARY 1 16-Feb-98
$4,109.52 01-Mar-98 $595,000.00 58.10 SFD PRIMARY 1 05-Feb-98
$2,046.53 01-Mar-98 $297,765.97 55.30 SFD PRIMARY 1 28-Jan-98
$1,732.73 01-Mar-98 $253,801.85 71.00 SFD PRIMARY 1 30-Jan-98
$1,704.83 01-Mar-98 $266,015.09 75.00 SFD PRIMARY 1 22-Jan-98
$1,780.40 01-Mar-98 $274,500.00 65.60 SFD PRIMARY 1 13-Feb-98
$1,689.30 01-Mar-98 $241,420.70 80.00 SFD PRIMARY 1 02-Feb-98
$1,705.44 01-Mar-98 $250,000.00 71.70 SFD PRIMARY 1 09-Feb-98
$2,167.87 01-Mar-98 $329,722.76 71.80 SFD PRIMARY 1 22-Jan-98
$4,488.01 01-Mar-98 $649,800.00 68.80 SFD PRIMARY 1 11-Feb-98
$1,704.08 01-Mar-98 $249,605.13 70.40 SFD PRIMARY 1 26-Jan-98
$1,726.69 01-Mar-98 $250,000.00 36.50 SFD PRIMARY 1 06-Feb-98
$1,893.04 01-Mar-98 $277,500.00 75.00 SFD PRIMARY 1 02-Feb-98
$1,740.50 01-Mar-98 $252,000.00 80.00 TOWNHOUSE PRIMARY 1 02-Feb-98
$2,380.76 01-Mar-98 $344,700.00 79.30 SFD PRIMARY 1 12-Feb-98
$1,805.72 01-Mar-98 $264,493.51 80.00 SFD PRIMARY 1 28-Jan-98
$1,602.91 01-Mar-98 $244,000.00 81.40 SFD PRIMARY 1 06-Feb-98
$2,230.72 01-Mar-98 $326,438.84 79.40 SFD PRIMARY 1 26-Jan-98
$1,773.71 01-Mar-98 $269,773.17 67.50 SFD PRIMARY 1 21-Jan-98
$1,951.02 01-Mar-98 $286,000.00 69.80 SFD PRIMARY 1 02-Feb-98
$2,128.97 01-Mar-98 $320,000.00 78.90 SFD PRIMARY 1 16-Feb-98
$1,875.98 01-Mar-98 $274,785.47 46.40 SFD PRIMARY 1 30-Jan-98
$2,244.69 01-Mar-98 $324,752.71 72.30 SFD PRIMARY 1 29-Jan-98
$1,814.59 01-Mar-98 $265,792.49 51.70 SFD PRIMARY 1 27-Jan-98
$2,207.52 01-Mar-98 $323,347.56 68.20 SFD PRIMARY 1 29-Jan-98
$1,788.85 01-Mar-98 $258,802.92 73.60 SFD PRIMARY 1 30-Jan-98
$2,512.33 01-Mar-98 $363,750.00 75.00 SFD PRIMARY 1 19-Feb-98
$2,756.54 01-Mar-98 $425,000.00 68.55 PUD PRIMARY 1 12-Feb-98
$1,957.80 01-Mar-98 $280,000.00 73.70 SFD PRIMARY 1 02-Feb-98
</TABLE>
<PAGE>
<TABLE>
- ----------------------------------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
602136497 5441 NASSAU CIR E ENGLEWOOD CO 80110 7.250 360
602136545 1509 EDGWOOD LN WINNETKA IL 60093 7.500 360
602136590 386 CHERRY HILLS CT THOUSAND OAKS CA 91320 7.500 360
602137067 1626 ROBIN HOOD PL HIGHLAND PARK IL 60035 7.375 360
602137443 17 ATLANTIC BEACH CT KIAWAH ISLAND SC 29455 6.625 360
602138752 3800 ISLAND PARK DR WATERFORD TWP. MI 48329 7.750 360
602138912 2505 DEKOVEN BELMONT CA 94002 7.375 360
602140277 2619 OAK AVE NORTHBROOK IL 60062 7.250 360
602141461 22185 W CUBA RD KILDEER IL 60047 7.500 360
602142100 4977 EVANS AVE FREMONT CA 94538 7.750 360
602143544 8906 PEORIA COURT SPRINGFIELD VA 22153 7.625 360
602143782 2100 LLAGAS RD MORGAN HILL CA 95037 6.625 360
602144339 333 W 71ST ST NEW YORK NY 10023 7.375 360
602144625 9611 ELENA DR NE ALBUQUERQUE NM 87122 7.375 360
602145125 1787 CARRIAGE PARK CIR SALT LAKE CITY UT 84121 7.500 360
602145136 210 W ELSMERE PLACE SAN ANTONIO TX 78212 6.625 360
602145307 46907 BUSHWOOD CT STERLING VA 20164 7.500 360
602145409 5519 CORN MILL LN POWDER SPRINGS GA 30073 7.500 360
602145557 2308 OCEAN POINT DR WILMINGTON NC 28405 7.375 360
602147456 2062 STRATTON RD WALNUT CREEK CA 94598 7.250 360
602151179 6714 E YOSEMITE AVE. ORANGE CA 92867 7.375 360
602152443 3831 W BLACKSMITH RD PARK CITY UT 84098 7.250 360
602152498 1015 LAKE PARK BIRMINGHAM MI 48009 7.375 360
602152546 235 SUNSET DR NORTHFIELD IL 60093 7.375 360
602154161 11851 S OCTOBER COVE SANDY UT 84094 7.625 360
602158531 2052 CAROLINA AVE NE ST. PETERSBURG FL 33703 7.375 360
602162434 513 PINNACLE HEIGHTS LN LAS VEGAS NV 89134 7.375 360
602162467 9831 ORCHARD CLUB DR CINCINNATI OH 45242 7.625 360
602162640 4802 WILLOW ST BELLAIRE TX 77401 7.250 360
602162888 2627 NE THOMPSON ST PORTLAND OR 97212 6.625 360
602163060 20 WHITE DEER LANE WEST HARRISON NY 10604 7.375 360
602167406 2120 PELHAM HOUSTON TX 77019 7.000 360
602167451 14182 SOBEY MEADOWS COURT SARATOGA CA 95070 7.375 360
602167667 7240 FISHBACK HILL LN INDIANAPOLIS IN 46278 7.375 360
602168782 6053 OAKGATE ROW LA JOLLA CA 92037 7.125 360
602170695 425 PRAIRIE AVE WILMETTE IL 60091 7.625 360
602171710 890 WALNUT RIDGE DR WAUKEE IA 50263 7.250 360
602171992 4 WINCHESTER IRVINE CA 92720 7.625 360
602172664 212 BORDEAUX LANE CARY NC 27511 7.250 360
602173803 1854 N FREMONT CHICAGO IL 60614 7.250 360
602176737 3130 MILL CT ANN ARBOR MI 48104 7.375 360
602180016 4670 BRAFFERTON BLOOMFIELD MI 48302 7.500 360
</TABLE>
<TABLE>
PI_PAY PAID THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
<S> <C> <C> <C> <C> <C>
$372,800.00 01-Mar-98 $2,543.15 01-Mar-98 $372,509.18 72.40SFD PRIMARY 1 30-Jan-98
$400,000.00 01-Apr-98 $2,796.86 01-Mar-98 $400,000.00 80.00SFD PRIMARY 1 05-Feb-98
$343,000.00 01-Mar-98 $2,398.31 01-Mar-98 $342,745.44 76.60SFD PRIMARY 1 27-Jan-98
$248,500.00 01-Mar-98 $1,716.33 01-Mar-98 $248,310.91 79.70SFD PRIMARY 1 23-Jan-98
$357,500.00 01-Apr-98 $2,289.11 01-Mar-98 $357,500.00 63.30SFD SECOND-HOME 1 09-Feb-98
$234,000.00 01-Apr-98 $1,676.40 01-Mar-98 $234,000.00 90.00SFD PRIMARY 1 12-Feb-98
$285,000.00 01-Mar-98 $1,968.42 01-Mar-98 $284,783.14 73.10SFD PRIMARY 1 30-Jan-98
$270,000.00 01-Apr-98 $1,841.88 01-Mar-98 $270,000.00 72.00SFD PRIMARY 1 06-Feb-98
$500,000.00 01-Mar-98 $3,496.07 01-Mar-98 $499,628.92 77.10SFD PRIMARY 1 29-Jan-98
$250,000.00 01-Mar-98 $1,791.03 01-Mar-98 $249,823.55 60.40SFD PRIMARY 1 21-Jan-98
$242,900.00 01-Apr-98 $1,719.23 01-Mar-98 $242,900.00 78.40SFD PRIMARY 1 13-Feb-98
$292,000.00 01-Apr-98 $1,869.71 01-Mar-98 $292,000.00 66.40SFD PRIMARY 1 20-Feb-98
$550,000.00 01-Apr-98 $3,798.71 01-Mar-98 $550,000.00 41.60SFD PRIMARY 1 19-Feb-98
$370,000.00 01-Apr-98 $2,555.50 01-Mar-98 $370,000.00 73.30SFD PRIMARY 1 02-Feb-98
$300,000.00 01-Mar-98 $2,097.64 01-Mar-98 $299,777.36 70.00SFD PRIMARY 1 30-Jan-98
$313,700.00 01-Apr-98 $2,008.66 01-Mar-98 $313,700.00 76.80SFD PRIMARY 1 03-Feb-98
$241,000.00 01-Mar-98 $1,685.11 01-Mar-98 $240,821.14 79.90SFD PRIMARY 1 30-Jan-98
$308,000.00 01-Mar-98 $2,153.58 01-Mar-98 $307,771.42 73.40SFD PRIMARY 1 26-Jan-98
$643,000.00 01-Apr-98 $4,441.04 01-Mar-98 $643,000.00 64.80SFD PRIMARY 1 02-Feb-98
$268,000.00 01-Apr-98 $1,828.23 01-Mar-98 $268,000.00 73.50SFD PRIMARY 1 13-Feb-98
$316,800.00 01-Mar-98 $2,188.06 01-Mar-98 $316,558.94 80.00SFD PRIMARY 1 29-Jan-98
$326,250.00 01-Apr-98 $2,225.60 01-Mar-98 $326,250.00 75.00SFD PRIMARY 1 02-Feb-98
$404,000.00 01-Apr-98 $2,790.33 01-Mar-98 $404,000.00 60.80SFD PRIMARY 1 02-Feb-98
$300,000.00 01-Apr-98 $2,072.03 01-Mar-98 $300,000.00 42.90SFD PRIMARY 1 06-Feb-98
$517,600.00 01-Mar-98 $3,663.54 01-Mar-98 $517,225.38 80.00SFD PRIMARY 1 26-Jan-98
$250,000.00 01-Mar-98 $1,726.69 01-Mar-98 $249,809.77 71.90SFD PRIMARY 1 30-Jan-98
$478,700.00 01-Mar-98 $3,306.26 01-Mar-98 $478,335.74 80.00SFD PRIMARY 1 19-Jan-98
$252,300.00 01-Apr-98 $1,785.76 01-Mar-98 $252,300.00 77.70SFD PRIMARY 1 04-Feb-98
$460,800.00 01-Mar-98 $3,143.47 01-Mar-98 $460,440.53 80.00SFD PRIMARY 1 22-Jan-98
$315,200.00 01-Apr-98 $2,018.26 01-Mar-98 $315,200.00 63.10SFD PRIMARY 1 20-Feb-98
$475,000.00 01-Mar-98 $3,280.71 01-Mar-98 $474,638.56 70.00SFD PRIMARY 1 23-Jan-98
$332,000.00 01-Mar-98 $2,208.80 01-Mar-98 $331,727.87 80.00SFD PRIMARY 1 23-Jan-98
$490,000.00 01-Mar-98 $3,384.31 01-Mar-98 $489,592.62 51.60SFD PRIMARY 1 15-Jan-98
$398,500.00 01-Mar-98 $2,752.34 01-Mar-98 $398,196.77 60.40SFD PRIMARY 1 02-Feb-98
$359,000.00 01-Mar-98 $2,418.65 01-Mar-98 $358,712.91 80.00SFD PRIMARY 1 30-Jan-98
$237,500.00 01-Mar-98 $1,681.01 01-Mar-98 $237,328.10 73.10SFD PRIMARY 1 30-Jan-98
$234,000.00 01-Apr-98 $1,596.29 01-Mar-98 $234,000.00 76.80SFD PRIMARY 1 05-Feb-98
$320,000.00 01-Apr-98 $2,264.94 01-Mar-98 $320,000.00 88.90SFD PRIMARY 1 20-Feb-98
$442,300.00 01-Apr-98 $3,017.27 01-Mar-98 $442,300.00 80.00SFD PRIMARY 1 12-Feb-98
$335,000.00 01-Mar-98 $2,285.29 01-Mar-98 $334,738.67 54.10SFD PRIMARY 1 22-Jan-98
$246,000.00 01-Apr-98 $1,699.06 01-Mar-98 $246,000.00 56.60SFD PRIMARY 1 06-Feb-98
$310,000.00 01-Mar-98 $2,167.56 01-Mar-98 $309,769.94 85.00SFD PRIMARY 1 23-Jan-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
LOAN ID ADDRESS CITY STATE ZIPCODE
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
602180982 206 EMERSON ST PALO ALTO CA 94301
602181119 10 CARRINGTON COURT WESTWOOD NJ 7675
602181120 4309 LAKE MICHIGAN DR CORPUS CHRISTI TX 78413
602181153 2906 TURPIN WOODS CT CINCINNATI OH 45244
602181164 2637 38TH AVE W SEATTLE WA 98199
602181277 285409 NE 63RD WAY CARNATION WA 98014
602187876 3013 CHATELAINE DRIVE AUSTIN TX 78746
602188434 1 OAKWOOD CT CEDAR GROVE NJ 7009
602189082 2201 N RIVER HILLS RD AUSTIN TX 78733
602189093 271 LOGAN RANCH ROAD GEORGETOWN TX 78628
602191473 201 BAHAMA LANE PALM BEACH FL 33480
602193033 17836 JOHN CONNER RD CORNELIUS NC 28031
602193226 2120 DELPOND LN CHARLOTTE NC 28226
602194103 6460 E TRAILRIDGE CIRCLE #15 MESA AZ 85215
602198118 6351 NORTHFIELD WEST BLOOMFIELD MI 48322
602198653 34226 KENWOOD DRIVE FREMONT CA 94555
602199142 17689 SHEFFIELD LANE EDEN PRAIRIE MN 55346
602199665 3801 E ALEXANDER AVE LITTLETON CO 80121
602200748 654 THORNCROFT DR WEST CHESTER PA 19380
602200771 5165 E SERENA AVE CLOVIS CA 93611
602203137 6219 MIDSUMMER LN ROANOKE VA 24018
602203683 1607 N WOODLAWN ST WHEATON IL 60187
602204014 864 MEDEA WAY DENVER CO 80209
602204069 1911 LEXINGTON AVE SAN MATEO CA 94402
602205480 7405 QUARTZ CIRCLE DUBLIN CA 94568
602205685 2780 THOMAS GRADE RD MORGAN HILL CA 95037
602207471 11563 BURR OAK LANE BURR RIDGE IL 60525
602208893 2102 E SAHUARO DR PHOENIX AZ 85028
602209861 3870 S 176 AVE OMAHA NE 68130
602213549 9640 SE 61ST PLACE MERCER ISLAND WA 98040
602214210 621 UPPER VINTNERS CIRCLE FREMONT CA 94539
602216154 7001 TOPAZ LN BAKERSFIELD CA 93308
602220230 9425 QUAIL RIDGE RUN BRIGHTON MI 48114
602220456 2075 SUMMIT ST FRANKTOWN CO 80116
602220478 12865 CLAYTON RD SAN JOSE CA 95127
602223847 525 BOBBY'S LANE HOLLISTER CA 95023
602224644 6631 BUTLER OAKS CT SPRING TX 77389
602224699 2616 HAWTHORN RD ANN ARBOR MI 48104
602225667 3164 PURDUE AVE LOS ANGELES CA 90066
602228648 81 DANADA DR WHEATON IL 60187
602232768 2358 INDIAN PAINTBRUSH CIR HIGHLANDS RANCH CO 80126
602232859 14009 SOUTHEAST SOMERSET BLVD. BELLEVUE WA 98006
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- ----------------------------------------------
<S> <C> <C> <C>
7.500 360 $329,000.00 01-Mar-98
7.375 360 $340,000.00 01-Apr-98
6.625 360 $271,950.00 01-Apr-98
7.500 360 $275,000.00 01-Apr-98
7.250 360 $312,000.00 01-Mar-98
7.250 360 $294,400.00 01-Apr-98
7.250 360 $250,000.00 01-Mar-98
7.250 360 $336,000.00 01-Apr-98
7.250 360 $339,300.00 01-Mar-98
7.250 360 $320,000.00 01-Mar-98
7.750 360 $400,000.00 01-Apr-98
7.375 360 $565,000.00 01-Apr-98
7.625 360 $385,000.00 01-Apr-98
7.500 360 $240,000.00 01-Mar-98
7.500 360 $261,250.00 01-Apr-98
7.375 360 $264,000.00 01-Mar-98
7.500 360 $297,000.00 01-Apr-98
7.250 360 $332,000.00 01-Apr-98
6.625 360 $284,050.00 01-Mar-98
7.625 360 $273,800.00 01-Mar-98
7.250 360 $242,000.00 01-Apr-98
7.375 360 $239,950.00 01-Apr-98
7.375 360 $245,000.00 01-Apr-98
7.250 360 $288,500.00 01-Apr-98
7.625 360 $244,800.00 01-Mar-98
7.625 360 $272,250.00 01-Mar-98
6.875 360 $336,000.00 01-Mar-98
7.250 360 $240,000.00 01-Mar-98
7.875 360 $435,000.00 01-Mar-98
7.375 360 $434,000.00 01-Apr-98
7.250 360 $550,000.00 01-Mar-98
6.750 360 $227,500.00 01-Mar-98
7.375 360 $400,000.00 01-Mar-98
7.000 360 $318,750.00 01-Apr-98
7.500 360 $445,000.00 01-Apr-98
7.875 360 $299,000.00 01-Mar-98
7.000 360 $282,400.00 01-Apr-98
7.750 360 $287,000.00 01-Apr-98
7.625 360 $394,000.00 01-Mar-98
7.375 360 $257,500.00 01-Apr-98
7.250 360 $250,800.00 01-Mar-98
7.250 360 $303,200.00 01-Apr-98
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$2,300.42 01-Mar-98 $328,755.83 65.80 SFD PRIMARY 1 30-Jan-98
$2,348.30 01-Mar-98 $340,000.00 41.80 SFD PRIMARY 1 06-Feb-98
$1,741.33 01-Mar-98 $271,950.00 95.00 SFD PRIMARY 1 10-Feb-98
$1,922.84 01-Mar-98 $275,000.00 72.40 SFD PRIMARY 1 17-Feb-98
$2,128.39 01-Mar-98 $311,756.61 80.00 SFD PRIMARY 1 26-Jan-98
$2,008.33 01-Mar-98 $294,400.00 75.00 SFD PRIMARY 1 06-Feb-98
$1,705.44 01-Mar-98 $249,804.98 72.70 SFD PRIMARY 1 16-Jan-98
$2,292.11 01-Mar-98 $336,000.00 78.20 CONDO PRIMARY 1 23-Feb-98
$2,314.62 01-Mar-98 $339,035.32 40.00 SFD PRIMARY 1 30-Jan-98
$2,182.96 01-Mar-98 $319,750.37 80.00 SFD PRIMARY 1 19-Jan-98
$2,865.65 01-Mar-98 $400,000.00 62.40 SFD PRIMARY 1 02-Feb-98
$3,902.31 01-Mar-98 $565,000.00 74.90 SFD PRIMARY 1 06-Feb-98
$2,725.01 01-Mar-98 $385,000.00 54.30 SFD PRIMARY 1 06-Feb-98
$1,678.11 01-Mar-98 $239,821.89 75.00 SFD PRIMARY 1 22-Jan-98
$1,826.70 01-Mar-98 $261,250.00 95.00 SFD PRIMARY 1 12-Feb-98
$1,823.38 01-Mar-98 $263,799.12 78.90 SFD PRIMARY 1 28-Jan-98
$2,076.67 01-Mar-98 $297,000.00 73.40 SFD PRIMARY 1 06-Feb-98
$2,264.83 01-Mar-98 $332,000.00 50.40 SFD PRIMARY 1 10-Feb-98
$1,818.80 01-Mar-98 $283,799.39 95.00 SFD PRIMARY 1 29-Jan-98
$1,937.94 01-Mar-98 $273,501.83 79.40 SFD PRIMARY 1 01-Feb-98
$1,650.87 01-Mar-98 $242,000.00 66.20 SFD PRIMARY 1 09-Feb-98
$1,657.28 01-Mar-98 $239,950.00 71.70 SFD PRIMARY 1 06-Feb-98
$1,692.15 01-Mar-98 $245,000.00 53.30 SFD PRIMARY 1 04-Feb-98
$1,968.08 01-Mar-98 $288,500.00 71.30 SFD PRIMARY 1 02-Feb-98
$1,732.68 01-Mar-98 $244,622.82 80.00 SFD PRIMARY 1 22-Jan-98
$1,926.97 01-Mar-98 $272,052.95 68.10 PUD PRIMARY 1 20-Jan-98
$2,207.28 01-Mar-98 $335,717.72 80.00 PUD PRIMARY 1 30-Jan-98
$1,637.22 01-Mar-98 $239,812.77 80.00 SFD PRIMARY 1 16-Jan-98
$3,154.05 01-Mar-98 $434,700.64 66.50 SFD PRIMARY 1 28-Jan-98
$2,997.53 01-Mar-98 $434,000.00 51.10 SFD PRIMARY 1 13-Feb-98
$3,751.97 01-Mar-98 $549,570.95 74.60 SFD PRIMARY 1 29-Jan-98
$1,475.56 01-Mar-98 $227,304.13 77.20 SFD PRIMARY 1 29-Jan-98
$2,762.70 01-Mar-98 $399,695.63 87.00 SFD PRIMARY 1 30-Jan-98
$2,120.65 01-Mar-98 $318,750.00 75.00 SFD PRIMARY 1 06-Feb-98
$3,111.50 01-Mar-98 $445,000.00 72.40 SFD PRIMARY 1 20-Feb-98
$2,167.96 01-Mar-98 $298,760.76 90.00 SFD PRIMARY 1 30-Jan-98
$1,878.81 01-Mar-98 $282,400.00 80.00 SFD PRIMARY 1 06-Feb-98
$2,056.10 01-Mar-98 $287,000.00 71.80 SFD PRIMARY 1 09-Feb-98
$2,788.71 01-Mar-98 $393,714.83 73.00 SFD PRIMARY 1 28-Jan-98
$1,778.49 01-Mar-98 $257,500.00 69.60 SFD PRIMARY 1 06-Feb-98
$1,710.90 01-Mar-98 $250,604.35 71.60 SFD PRIMARY 1 29-Jan-98
$2,068.36 01-Mar-98 $303,200.00 80.00 SFD PRIMARY 1 11-Feb-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
LOAD_ID ADDRESS CITY STATE ZIPCODE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
602232917 6083 OAKGATE ROW LA JOLLA CA 92037
602237887 4240 CORDOBES COVE SAN DIEGO CA 92130
602238467 7108 EDGEVALE ST CHEVY CHASE MD 20815
602238866 42555 WOODWIND LN CANTON MI 48188
602239300 6010 REINHARDT FAIRWAY KS 66205
602239958 104 LUDGATE CT MORRISVILLE NC 27560
602240223 12303 NE 293RD CIRCLE BATTLE GROUND WA 98604
602248492 8947 MOUNTAIN ASH CT SPRINGFIELD VA 22153
602248528 1653 FRANCIS HAMMOND PKY ALEXANDRIA VA 22302
602248744 11323 BROADVIEW DR MOORPARK CA 93021
602248846 1500 CAMDEN WAY OKLAHOMA CITY OK 73116
602249073 17 SPRINGSIDE DOVE CANYON CA 92679
602249916 1239 TOWNSEND TERRACE SUNNYVALE CA 94087
602250340 545 CYPRESS POINT CT RIVERWOODS IL 60015
602251034 535 WHITEGATE COURT BARRINGTON IL 60010
602252605 102 JESSICA COURT CORNWALL NY 12518
602254890 1337 LAKE CREEK RD EDWARDS CO 81632
602258257 11600 SE 207TH AVE ISSAQUAH WA 98027
602258406 2819 OAK POINT LN RICHMOND VA 23233
602264665 9405 WOODINGTON DR POTOMAC MD 20854
602265165 20 NORTHFIELD DR NORTHPORT NY 11768
602271868 3900 E ST ROUTE 73 WAYNESVILLE OH 45068
602277739 104 WOODCLIFF AVE WODDCLIFF LAKE NJ 7675
602279606 20 LOCH LLOYD PKWY BELTON MO 64012
602280482 14 THORNEWOOD RD ARMONK NY 10504
602281586 7910 W SUSSEX CT LONGMONT CO 80501
602284431 972 SHEM DR MOUNT PLEASANT SC 29464
602284670 41 BRUIN HILL RD NORTH ANDOVER MA 1845
602286239 9762 BRIER LANE SANTA ANA CA 92705
602286477 12283 BRIDGEWATER RD INDIANAPOLIS IN 46256
602286785 59 LAKE FOREST DR ST. LOUIS MO 63117
602287296 500 WAVERLY WAY KIRKLAND WA 98033
602292373 24622 MONITA CIR LAGUNA NIGUEL CA 92677
602298380 1121 PALO ALTO WAY SALINAS CA 93901
602309657 6107 BRYAN PLACE BRENTWOOD TN 37027
602311559 2795 E FALCON WAY SANDY UT 84093
602326419 1366 JAYHAWK LN LIVERMORE CA 94550
602327739 18 CEDAR HILL RD ALBUQUERQUE NM 87122
602329401 6530 SE 30TH AVE PORTLAND OR 97202
602337548 4603 WESTERDALE DR FULSHEAR TX 77441
602341258 138 SOUNDVIEW DRIVE PORT WASHINGTON NY 11050
602343808 19117 194TH AVE NE WOODINVILLE WA 98072
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- -----------------------------------------------
<S> <C> <C> <C>
7.375 360 $353,000.00 01-Mar-98
7.250 360 $296,000.00 01-Apr-98
7.375 360 $265,000.00 01-Apr-98
7.875 360 $232,000.00 01-Mar-98
7.250 360 $240,000.00 01-Apr-98
7.250 360 $265,000.00 01-Apr-98
7.000 360 $262,250.00 01-Apr-98
7.625 360 $272,000.00 01-Apr-98
7.500 360 $399,000.00 01-Apr-98
7.250 360 $265,000.00 01-Apr-98
6.750 360 $331,700.00 01-Apr-98
7.750 360 $263,000.00 01-Apr-98
7.625 360 $348,000.00 01-Apr-98
7.375 360 $316,300.00 01-Mar-98
7.625 360 $399,000.00 01-Apr-98
7.875 360 $265,000.00 01-Mar-98
7.250 360 $290,000.00 01-Apr-98
7.250 360 $276,000.00 01-Apr-98
6.750 360 $308,000.00 01-Apr-98
7.375 360 $332,000.00 01-Mar-98
7.625 360 $250,000.00 01-Apr-98
7.250 360 $272,000.00 01-Apr-98
7.250 360 $360,000.00 01-Apr-98
7.500 360 $352,000.00 01-Apr-98
6.875 360 $325,000.00 01-Apr-98
7.375 360 $292,000.00 01-Apr-98
7.250 360 $269,800.00 01-Apr-98
7.375 360 $265,900.00 01-Mar-98
7.750 360 $650,000.00 01-Apr-98
7.250 360 $394,000.00 01-Apr-98
7.375 360 $502,000.00 01-Apr-98
7.500 360 $330,000.00 01-Apr-98
7.750 360 $288,000.00 01-Apr-98
7.375 360 $250,400.00 01-Apr-98
7.625 360 $246,600.00 01-Mar-98
6.750 360 $256,000.00 01-Apr-98
7.750 360 $280,250.00 01-Apr-98
7.250 360 $314,910.00 01-Apr-98
7.250 360 $275,000.00 01-Apr-98
7.250 360 $250,000.00 01-Apr-98
7.500 360 $328,000.00 01-Apr-98
7.750 360 $300,000.00 01-Apr-98
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$2,438.08 01-Mar-98 $352,731.40 80.00 SFD PRIMARY 1 30-Jan-98
$2,019.24 01-Mar-98 $296,000.00 80.00 SFD PRIMARY 1 17-Feb-98
$1,830.29 01-Mar-98 $265,000.00 79.90 SFD PRIMARY 1 06-Feb-98
$1,682.16 01-Mar-98 $231,840.34 95.00 SFD PRIMARY 1 30-Jan-98
$1,637.22 01-Mar-98 $240,000.00 71.70 SFD PRIMARY 1 11-Feb-98
$1,807.77 01-Mar-98 $265,000.00 65.60 SFD PRIMARY 1 05-Feb-98
$1,744.76 01-Mar-98 $262,250.00 70.00 SFD PRIMARY 1 18-Feb-98
$1,925.20 01-Mar-98 $272,000.00 76.90 SFD PRIMARY 1 20-Feb-98
$2,789.87 01-Mar-98 $399,000.00 84.90 SFD PRIMARY 1 20-Feb-98
$1,807.77 01-Mar-98 $265,000.00 67.10 SFD PRIMARY 1 06-Feb-98
$2,151.40 01-Mar-98 $331,700.00 62.90 SFD PRIMARY 1 09-Feb-98
$1,884.16 01-Mar-98 $263,000.00 72.90 SFD PRIMARY 1 10-Feb-98
$2,463.12 01-Mar-98 $348,000.00 74.90 SFD PRIMARY 1 13-Feb-98
$2,184.61 01-Mar-98 $316,059.32 80.00 PUD PRIMARY 1 30-Jan-98
$2,824.10 01-Mar-98 $399,000.00 73.90 SFD PRIMARY 1 05-Feb-98
$1,921.43 01-Mar-98 $264,817.63 93.40 SFD PRIMARY 1 30-Jan-98
$1,978.31 01-Mar-98 $290,000.00 39.00 SFD PRIMARY 1 05-Feb-98
$1,882.81 01-Mar-98 $276,000.00 79.00 SFD PRIMARY 1 12-Feb-98
$1,997.68 01-Mar-98 $308,000.00 68.50 SFD PRIMARY 1 09-Feb-98
$2,293.04 01-Mar-98 $331,747.18 79.10 SFD PRIMARY 1 29-Jan-98
$1,769.48 01-Mar-98 $250,000.00 75.80 SFD PRIMARY 1 26-Feb-98
$1,855.52 01-Mar-98 $272,000.00 57.90 SFD PRIMARY 1 06-Feb-98
$2,455.83 01-Mar-98 $360,000.00 60.60 SFD PRIMARY 1 13-Feb-98
$2,461.24 01-Mar-98 $352,000.00 56.80 SFD PRIMARY 1 06-Feb-98
$2,135.02 01-Mar-98 $325,000.00 71.80 SFD PRIMARY 1 10-Feb-98
$2,016.77 01-Mar-98 $292,000.00 80.00 SFD PRIMARY 1 11-Feb-98
$1,840.51 01-Mar-98 $269,800.00 95.00 SFD PRIMARY 1 20-Feb-98
$1,836.51 01-Mar-98 $265,697.67 95.00 SFD PRIMARY 1 29-Jan-98
$4,656.68 01-Mar-98 $650,000.00 52.00 SFD PRIMARY 1 13-Feb-98
$2,687.77 01-Mar-98 $394,000.00 68.00 PUD PRIMARY 1 13-Feb-98
$3,467.19 01-Mar-98 $502,000.00 74.40 PUD PRIMARY 1 13-Feb-98
$2,307.41 01-Mar-98 $330,000.00 66.00 SFD PRIMARY 1 10-Feb-98
$2,063.27 01-Mar-98 $288,000.00 79.60 SFD PRIMARY 1 03-Feb-98
$1,729.45 01-Mar-98 $250,400.00 80.00 SFD PRIMARY 1 24-Feb-98
$1,745.42 01-Mar-98 $246,421.52 90.00 SFD PRIMARY 1 30-Jan-98
$1,660.41 01-Mar-98 $256,000.00 80.00 SFD PRIMARY 1 12-Feb-98
$2,007.75 01-Mar-98 $280,250.00 95.00 SFD PRIMARY 1 24-Feb-98
$2,148.24 01-Mar-98 $314,910.00 90.00 SFD SECOND-HOME 1 12-Feb-98
$1,875.98 01-Mar-98 $275,000.00 56.80 SFD PRIMARY 1 24-Feb-98
$1,705.44 01-Mar-98 $250,000.00 78.20 SFD PRIMARY 1 16-Feb-98
$2,293.42 01-Mar-98 $328,000.00 80.00 SFD PRIMARY 1 26-Feb-98
$2,149.24 01-Mar-98 $300,000.00 88.50 SFD PRIMARY 1 06-Feb-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
LOAD_ID ADDRESS CITY STATE ZIPCODE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
602345720 31608 GALLERY LANE EVERGREEN CO 80439
602346867 750 PARSONS ROAD RIDGEWOOD NJ 7450
602348346 448 CUMULUS AVE SUNNYVALE CA 94087
602348701 332 KITETAIL ST SIMI VALLEY CA 93065
602358522 623 PANTERA DR DIAMOND BAR CA 91765
602360844 6810 44TH PL NE SEATTLE WA 98115
602361685 1210 WYNGATE RD WYNNEWOOD PA 19096
602381439 235 E LAKE SAMMAMISH PKY SE REDMOND WA 98053
602388993 1603 TREASURE OAKS KATY TX 77450
602392125 2449 HAYMARKET ST THOUSAND OAKS CA 91362
602399634 1338 E LAIRD AVENUE SALT LAKE CITY UT 84105
602404982 5951 S CIMARRON WAY LITTLETON CO 80123
602409099 203 CALLE SALIDA SAN CLEMENTE CA 92672
602417841 23 SORBONNE LAGUNA NIGUEL CA 92677
602428241 3225 E FOX MESA AZ 85213
602428434 1049 SHOAL CREEK CT SIMI VALLEY CA 93065
- ------------------------------------------------------------------------------------
LOAN COUNT = 729
- ------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------
INT_RATE LOANTERM ORIGINAL PYMTDATE
- ----------------------------------------------
<S> <C> <C> <C>
7.375 360 $320,000.00 01-Apr-98
7.375 360 $455,200.00 01-Apr-98
7.250 360 $333,000.00 01-Apr-98
7.250 360 $297,500.00 01-Apr-98
7.375 360 $265,400.00 01-Apr-98
7.250 360 $293,400.00 01-Apr-98
7.000 360 $711,000.00 01-Apr-98
7.250 360 $250,000.00 01-Apr-98
7.125 360 $231,200.00 01-Apr-98
7.250 360 $325,000.00 01-Apr-98
7.250 360 $262,500.00 01-Apr-98
6.750 360 $250,000.00 01-Apr-98
7.625 360 $250,000.00 01-Apr-98
7.750 360 $256,300.00 01-Apr-98
7.750 360 $252,000.00 01-Apr-98
7.250 360 $252,000.00 01-Apr-98
- ----------------------------------------------
- ----------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$2,210.16 01-Mar-98 $320,000.00 80.00 SFD PRIMARY 1 13-Feb-98
$3,143.95 01-Mar-98 $455,200.00 80.00 SFD PRIMARY 1 17-Feb-98
$2,271.65 01-Mar-98 $333,000.00 61.70 SFD PRIMARY 1 20-Feb-98
$2,029.47 01-Mar-98 $297,500.00 80.00 SFD PRIMARY 1 20-Feb-98
$1,833.05 01-Mar-98 $265,400.00 90.00 SFD PRIMARY 1 13-Feb-98
$2,001.51 01-Mar-98 $293,400.00 90.00 SFD PRIMARY 1 21-Feb-98
$4,730.30 01-Mar-98 $711,000.00 71.10 SFD PRIMARY 1 20-Feb-98
$1,705.44 01-Mar-98 $250,000.00 23.90 SFD PRIMARY 1 19-Feb-98
$1,557.64 01-Mar-98 $231,200.00 80.00 SFD PRIMARY 1 10-Feb-98
$2,217.07 01-Mar-98 $325,000.00 75.20 SFD PRIMARY 1 23-Feb-98
$1,790.71 01-Mar-98 $262,500.00 75.00 SFD PRIMARY 1 27-Feb-98
$1,621.50 01-Mar-98 $250,000.00 70.20 PUD PRIMARY 1 25-Feb-98
$1,769.48 01-Mar-98 $250,000.00 78.20 SFD PRIMARY 1 24-Feb-98
$1,836.16 01-Mar-98 $256,300.00 72.20 SFD PRIMARY 1 20-Feb-98
$1,805.36 01-Mar-98 $252,000.00 90.00 SFD PRIMARY 1 25-Feb-98
$1,719.08 01-Mar-98 $252,000.00 80.00 SFD PRIMARY 1 24-Feb-98
- ----------------------------------------------------------------------------------
$237,039,011.22
- ----------------------------------------------------------------------------------
</TABLE>
<PAGE>
ABN AMRO 98-1-GROUP 2
MORTGAGE LOAN SCHEDULE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE INT_RATE LOANTERM ORIGINAL PYMTDATE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
600696594 515 TOPS'L BEACH BLVD #805 DESTIN FL 32541 8.250 180 $257,600.00 01-Apr-97
601060291 2489 COULEE CROSSING WOODWORTH LA 71485 6.625 180 $300,000.00 01-Mar-98
601644332 6 KETCHAM COURT EAST NORTHPORT NY 11731 7.500 180 $232,000.00 01-Jan-98
601699533 2635 FAIRWAYS DR HOMESTEAD FL 33035 7.500 180 $247,450.00 01-Dec-97
601736402 18899 KABOT COVE LAKEVILLE MN 55044 7.000 180 $285,600.00 01-Feb-98
601746277 13590 E CEDARPINE LN MOORPARK CA 93021 7.500 180 $252,000.00 01-Feb-98
601773362 19476 TOWERING OAKS TRL PRIOR LAKE MN 55372 7.375 180 $467,200.00 01-Jan-98
601808374 7001 DUBLIN RD EDINA MN 55439 7.000 180 $275,000.00 01-Jan-98
601837028 5901 N SANTA FE AVE EDMOND OK 73003 7.125 180 $440,000.00 01-Mar-98
601849794 42 SKYVIEW TERRACE NORTH ANDOVER MA 1845 6.750 180 $343,200.00 01-Feb-98
601873933 18 NORFOLK ST REHOBOTH BEACH DE 19971 7.125 180 $400,000.00 01-Mar-98
601939759 3716 RICE BLVD HOUSTON TX 77005 6.875 180 $243,000.00 01-Feb-98
601945702 1411 WASHO DRIVE FREMONT CA 94539 7.000 180 $420,000.00 01-Feb-98
601950744 5308 HOLLY BELLAIRE TX 77401 6.625 180 $400,000.00 01-Feb-98
601956001 10313 THORNBUSH LN BETHESDA MD 20814 7.375 180 $365,000.00 01-Feb-98
601965616 940 E HIGHWAY 98, UNIT 127 DESTIN FL 32541 7.500 180 $240,000.00 01-Mar-98
601970862 2951 MARTIN AVE PLEASANTON CA 94588 7.750 180 $252,000.00 01-Feb-98
601974081 21 KENDALL COURT PACIFICA CA 94044 7.875 180 $238,000.00 01-Apr-98
601993437 607 HAWKS BILL PL SIMI VALLEY CA 93065 6.500 180 $284,000.00 01-Apr-98
602000951 5 SPANISH OAK WACO TX 76710 7.125 180 $529,600.00 01-Feb-98
602004205 2120 POTOMAC #C HOUSTON TX 77057 7.125 180 $292,000.00 01-Feb-98
602004568 5330 NAVARRO ST HOUSTON TX 77056 7.000 180 $274,000.00 01-Feb-98
602005616 62 INDIGO WAY CASTLE ROCK CO 80104 7.000 180 $607,500.00 01-Feb-98
602011317 4149 W BERRIDALE CIR SOUTH JORDAN UT 84095 7.375 180 $277,500.00 01-Mar-98
602014720 5007 GERALD AVENUE ENCINO AREA CA 91436 7.125 180 $413,000.00 01-Mar-98
602019166 190 CLEVELAND ST N ARLINGTON VA 22201 6.375 180 $311,250.00 01-Mar-98
602020158 497 RIVARD GROSSE POINTE MI 48236 6.875 180 $356,000.00 01-Feb-98
602023060 2367 BROOKSHIRE LANE LOS ANGELES CA 90077 6.875 180 $505,000.00 01-Mar-98
602025983 277 SCYAMORE GLEN PASADENA CA 91105 6.500 180 $244,100.00 01-Mar-98
602033197 155 N HARBOR DR CHICAGO IL 60601 7.250 180 $364,500.00 01-Mar-98
602039080 75 THE OVAL SUGAR LAND TX 77479 6.875 180 $314,000.00 01-Mar-98
602041734 8 CENTRAL CT LOS GATOS CA 95030 6.750 180 $359,000.00 01-Mar-98
602054774 4602 S QUINIMOSE LIBERTY LAKE WA 99019 7.000 180 $287,000.00 01-Mar-98
602077349 223 S 42ND ST PHILADELPHIA PA 19104 7.000 180 $324,000.00 01-Apr-98
602089628 3498 LAKESHORE DR WATERFORD MI 48329 7.625 180 $244,000.00 01-Apr-98
602096843 3782 NW BRONSON CREST LOOP PORTLAND OR 97229 6.875 180 $293,000.00 01-Mar-98
602098765 2439 CENTURY HILL LOS ANGELES CA 90067 7.375 180 $392,000.00 01-Mar-98
602099926 10263 LA CANADA WAY ST SUNLAND CA 91040 7.250 180 $325,000.00 01-Apr-98
602103487 310 WAVERLEY ST PALO ALTO CA 94301 6.875 180 $350,000.00 01-Apr-98
602108836 5209 WAPAKONETA RD BETHESDA MD 20816 6.500 180 $360,000.00 01-Mar-98
602108881 600 BUCKEYE AUSTIN TX 78746 6.875 180 $337,600.00 01-Apr-98
602108892 257 CHANDLER ANDOVER MA 1810 7.250 180 $262,000.00 01-Apr-98
602108927 10802 DENVER DR COOPER CITY FL 33026 7.125 180 $256,000.00 01-Mar-98
602109018 3134 PLUM ISLAND NORTHBROOK IL 60062 7.375 180 $250,000.00 01-Mar-98
602109063 10328 CHERRYWOOD LANE MUNSTER IN 46321 7.125 180 $321,200.00 01-Mar-98
602109392 2824 E ORION ST GILBERT AZ 85234 6.750 180 $250,000.00 01-Mar-98
602109472 44 GOLF RD PLEASANTON CA 94566 6.750 180 $500,000.00 01-Apr-98
602113218 2409 DRYDEN RD HOUSTON TX 77030 6.875 180 $291,200.00 01-Mar-98
602113708 43910 S MORAY ST FREMONT CA 94539 7.000 180 $251,000.00 01-Apr-98
602114388 8845 SW 113 TERRACE MIAMI FL 33176 7.125 180 $396,000.00 01-Mar-98
602115982 726 GOULDMAN LN GREAT FALLS VA 22066 6.625 180 $496,000.00 01-Apr-98
602120160 6 BELMONT LN NORTH READING MA 1864 7.375 180 $288,000.00 01-Apr-98
602121241 1960 WOODSON LOOP EUGENE OR 97405 6.750 180 $460,000.00 01-Apr-98
602123506 25 TOWER RD LEXINGTON MA 2173 7.375 180 $294,000.00 01-Apr-98
602123675 1005 LYONS HEAD VIRGINIA BEACH VA 23452 6.875 180 $280,000.00 01-Apr-98
602124676 4626 HOLBORN AVE ANNANDALE VA 22003 7.000 180 $272,300.00 01-Apr-98
602125860 109 CAMELOT DR HUNTINGTON WV 25701 7.000 180 $292,000.00 01-Mar-98
602126816 7007 N HIGHFIELD DR BIRMINGHAM AL 35242 6.375 180 $492,500.00 01-Mar-98
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
LOAN_ID PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
600696594 $2,499.08 01-Mar-98 $248,524.99 80.00 CONDO SECOND-HOME 2 18-Feb-97
601060291 $2,633.98 01-Mar-98 $299,022.27 79.00 SFD PRIMARY 2 04-Feb-98
601644332 $2,150.67 01-Mar-98 $229,875.89 80.00 SFD PRIMARY 2 13-Nov-97
601699533 $2,293.89 01-Mar-98 $244,432.54 90.00 SFD SECOND-HOME 2 31-Oct-97
601736402 $2,567.05 01-Mar-98 $283,792.62 80.00 SFD PRIMARY 2 31-Dec-97
601746277 $2,336.07 01-Mar-98 $250,085.90 78.80 SFD PRIMARY 2 17-Dec-97
601773362 $4,297.88 01-Mar-98 $462,851.36 80.00 SFD PRIMARY 2 01-Dec-97
601808374 $2,471.78 01-Mar-98 $272,381.95 73.80 SFD PRIMARY 2 01-Dec-97
601837028 $3,985.66 01-Mar-98 $438,626.84 73.40 SFD PRIMARY 2 19-Jan-98
601849794 $3,037.01 01-Mar-98 $340,980.76 80.00 SFD PRIMARY 2 18-Dec-97
601873933 $3,623.32 01-Mar-98 $398,751.68 80.00 SFD SECOND-HOME 2 09-Jan-98
601939759 $2,167.21 01-Mar-98 $241,445.52 71.90 SFD PRIMARY 2 24-Dec-97
601945702 $3,775.08 01-Mar-98 $417,342.11 56.00 SFD PRIMARY 2 23-Dec-97
601950744 $3,511.98 01-Mar-98 $397,385.51 52.70 SFD PRIMARY 2 24-Dec-97
601956001 $3,357.72 01-Mar-98 $362,764.17 76.90 SFD PRIMARY 2 18-Dec-97
601965616 $2,224.83 01-Mar-98 $239,275.17 80.00 CONDO SECOND-HOME 2 02-Jan-98
601970862 $2,372.01 01-Mar-98 $250,506.17 74.20 SFD PRIMARY 2 18-Dec-97
601974081 $2,257.31 01-Mar-98 $238,000.00 67.10 SFD PRIMARY 2 07-Feb-98
601993437 $2,473.94 01-Mar-98 $284,000.00 80.00 PUD PRIMARY 2 13-Feb-98
602000951 $4,797.28 01-Mar-98 $526,284.63 80.00 SFD PRIMARY 2 31-Dec-97
602004205 $2,645.03 01-Mar-98 $290,172.03 80.00 SFD PRIMARY 2 29-Dec-97
602004568 $2,462.79 01-Mar-98 $272,266.04 80.00 SFD PRIMARY 2 29-Dec-97
602005616 $5,460.38 01-Mar-98 $603,442.26 75.00 SFD PRIMARY 2 29-Dec-97
602011317 $2,552.79 01-Mar-98 $276,652.68 75.00 SFD PRIMARY 2 09-Jan-98
602014720 $3,741.08 01-Mar-98 $411,711.11 79.60 SFD PRIMARY 2 16-Jan-98
602019166 $2,689.98 01-Mar-98 $310,213.54 75.00 SFD PRIMARY 2 30-Jan-98
602020158 $3,175.00 01-Mar-98 $353,722.66 80.00 SFD PRIMARY 2 22-Dec-97
602023060 $4,503.86 01-Mar-98 $503,389.37 59.50 SFD PRIMARY 2 14-Jan-98
602025983 $2,126.37 01-Mar-98 $243,295.84 61.10 SFD PRIMARY 2 27-Jan-98
602033197 $3,327.39 01-Mar-98 $363,374.80 79.30 CONDO PRIMARY 2 23-Jan-98
602039080 $2,800.42 01-Mar-98 $309,798.53 46.60 SFD PRIMARY 2 05-Jan-98
602041734 $3,176.82 01-Mar-98 $357,819.38 66.80 SFD PRIMARY 2 12-Jan-98
602054774 $2,579.64 01-Mar-98 $286,094.53 79.10 SFD PRIMARY 2 20-Jan-98
602077349 $2,912.20 01-Mar-98 $324,000.00 80.00 SFD PRIMARY 2 05-Feb-98
602089628 $2,279.28 01-Mar-98 $244,000.00 50.40 SFD PRIMARY 2 12-Feb-98
602096843 $2,613.13 01-Mar-98 $292,065.52 53.80 SFD PRIMARY 2 30-Jan-98
602098765 $3,606.10 01-Mar-98 $390,803.07 80.00 SFD PRIMARY 2 12-Jan-98
602099926 $2,966.80 01-Mar-98 $325,000.00 56.60 SFD PRIMARY 2 05-Feb-98
602103487 $3,121.49 01-Mar-98 $350,000.00 41.20 SFD PRIMARY 2 11-Feb-98
602108836 $3,135.99 01-Mar-98 $358,814.01 80.00 SFD PRIMARY 2 28-Jan-98
602108881 $3,010.90 01-Mar-98 $337,600.00 80.00 SFD PRIMARY 2 03-Feb-98
602108892 $2,391.71 01-Mar-98 $262,000.00 72.80 SFD PRIMARY 2 13-Feb-98
602108927 $2,318.93 01-Mar-98 $255,201.07 72.40 SFD PRIMARY 2 30-Jan-98
602109018 $2,299.81 01-Mar-98 $249,236.65 62.50 SFD PRIMARY 2 02-Feb-98
602109063 $2,909.53 01-Mar-98 $320,197.60 80.00 SFD PRIMARY 2 30-Jan-98
602109392 $2,212.27 01-Mar-98 $249,193.98 60.30 SFD PRIMARY 2 30-Jan-98
602109472 $4,424.55 01-Mar-98 $500,000.00 75.10 SFD PRIMARY 2 09-Feb-98
602113218 $2,597.08 01-Mar-98 $290,271.25 80.00 SFD PRIMARY 2 30-Jan-98
602113708 $2,256.06 01-Mar-98 $251,000.00 58.40 SFD PRIMARY 2 26-Jan-98
602114388 $3,587.09 01-Mar-98 $394,764.16 73.80 SFD PRIMARY 2 30-Jan-98
602115982 $4,354.85 01-Mar-98 $496,000.00 70.90 SFD PRIMARY 2 10-Feb-98
602120160 $2,649.38 01-Mar-98 $288,000.00 68.60 SFD PRIMARY 2 18-Feb-98
602121241 $4,070.58 01-Mar-98 $460,000.00 75.50 SFD PRIMARY 2 16-Feb-98
602123506 $2,704.57 01-Mar-98 $294,000.00 57.80 SFD PRIMARY 2 05-Feb-98
602123675 $2,497.19 01-Mar-98 $280,000.00 48.70 SFD PRIMARY 2 09-Feb-98
602124676 $2,447.51 01-Mar-98 $272,300.00 63.20 SFD PRIMARY 2 13-Feb-98
602125860 $2,624.58 01-Mar-98 $291,078.75 80.00 SFD PRIMARY 2 23-Jan-98
602126816 $4,256.43 01-Mar-98 $490,494.07 80.00 SFD PRIMARY 2 16-Jan-98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ABN AMRO 98-1-GROUP 2
MORTGAGE LOAN SCHEDULE
- ------------------------------------------------------------------------------------------------------------------------------
LOAN_ID ADDRESS CITY STATE ZIPCODE INT_RATE LOAN TERM ORIGINAL PYMTDATE
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
602126883 305 WOODLAND LANE OCONOMOWOC WI 53066 7.000 180 $429,000.00 01-Apr-98
602127715 6503 LIBERTY RIDGE DR HAMILTON OH 45011 7.000 180 $419,100.00 01-Mar-98
602130173 2025 E NEWTON STREET SEATTLE WA 98112 7.000 180 $324,000.00 01-Apr-98
602131254 1573 ASHCROFT WAY SUNNYVALE CA 94087 6.750 180 $390,000.00 01-Apr-98
602131620 1117 CHALLENGER AUSTIN TX 78734 7.000 180 $493,000.00 01-Mar-98
602133611 2704 PEMBERTON DR HOUSTON TX 77005 6.875 180 $340,600.00 01-Mar-98
602133917 5280 INFINITY CT GROVE CITY OH 43123 7.000 180 $247,500.00 01-Mar-98
602133962 198 RICE MILL DR PAWLEYS ISLAND SC 29585 6.875 180 $485,000.00 01-Apr-98
602134031 3662 OVERBROOK LN HOUSTON TX 77027 6.750 180 $258,000.00 01-Mar-98
602134484 4204 ALBANS ST HOUSTON TX 77005 7.000 180 $298,000.00 01-Mar-98
602134495 21 TOPPER CT LAFAYETTE CA 94549 6.500 180 $303,000.00 01-Mar-98
602134554 HCR 69, BOX 149-1 SUNRISE BEACH MO 65079 7.250 180 $285,000.00 01-Apr-98
602137272 8425 N. RIVER RD RIVER HILLS WI 53217 7.125 180 $370,000.00 01-Apr-98
602137454 2825 E. NEW BERRY BLVD MILWAUKEE WI 53217 7.250 180 $284,000.00 01-Apr-98
602139376 W331 N 6220 HIGHWAY C NASHOTAH WI 53058 7.000 180 $307,000.00 01-Apr-98
602145089 6446 LAKE MEADOW DR BURKE VA 22015 7.375 180 $341,250.00 01-Apr-98
602154069 1027 LINDEN LANE MOUND MN 55364 6.875 180 $279,000.00 01-Mar-98
602162775 31 BROOKS RD MOORESTOWN NJ 8057 6.375 180 $259,250.00 01-Apr-98
602170628 1616 BEDFORD OKLAHOMA CITY OK 73116 6.625 180 $400,000.00 01-Apr-98
602171344 103 HOMESTEAD AVE METAIRIE LA 70005 6.625 180 $425,000.00 01-Apr-98
602172130 11620 IRISH AVE N MINNESOTA MN 55082 6.875 180 $650,000.00 01-Apr-98
602173745 521 GUADALUPE DR LOS ALTOS CA 94022 6.875 180 $770,000.00 01-Apr-98
602174779 1029 PARAGON BOULDER CO 80303 6.875 180 $320,000.00 01-Apr-98
602179605 2182 KIRBY LANE SYOSSET NY 11791 6.500 180 $345,000.00 01-Mar-98
602180755 7853 S ARGONNE CT AURORA CO 80016 6.875 180 $287,400.00 01-Apr-98
602181017 4171 COULOMBE DR PALO ALTO CA 94306 7.375 180 $240,000.00 01-Apr-98
602181084 1848 PORT ASHLEY PL NEWPORT BEACH CA 92660 7.250 180 $307,500.00 01-Apr-98
602181197 1301 N BEARBORN 605 CHICAGO IL 60610 7.000 180 $307,200.00 01-Mar-98
602181790 15 MEADOW CREEK BARBOURSVILLE WV 25504 7.000 180 $235,000.00 01-Apr-98
602185670 9351 KIOWA TRL CHANHASSEN MN 55317 6.500 180 $330,000.00 01-Apr-98
602187342 10024 MOCCASIN GAP RD TALLAHASSEE FL 32308 7.000 180 $236,450.00 01-Apr-98
602190325 26040 NEW BRIDGE DR LOS ALTOS HILLS CA 94022 7.250 180 $650,000.00 01-Apr-98
602190848 4N558 HIDDEN OAKS RD SAINT CHARLES IL 60175 7.000 180 $313,000.00 01-Mar-98
602193442 887 PARKSIDE CIR N BOCA RATON FL 33486 6.875 180 $261,000.00 01-Apr-98
602194272 169 FULLER ST NEWTON MA 2165 7.250 180 $565,500.00 01-Apr-98
602195024 174 CHARTERHOUSE CT POWELL OH 43065 7.125 180 $400,000.00 01-Apr-98
602198196 116 MONATIQUOT AVE BRAINTREE MA 2184 6.375 180 $328,000.00 01-Apr-98
602199654 1501 S VINE PARK RIDGE IL 60068 7.000 180 $255,000.00 01-Apr-98
602199687 18801 MONTEWOOD DR SARATOGA CA 95070 7.500 180 $370,000.00 01-Apr-98
602200429 1041 W DICKENS CHICAGO IL 60614 6.875 180 $272,000.00 01-Mar-98
602203091 4147 RIGGIN AVENUE VISALIA CA 93291 7.125 180 $273,750.00 01-Apr-98
602203160 4690 JUNIPER DR PALM HARBOR FL 34685 6.875 180 $279,000.00 01-Apr-98
602204036 467 PENINSULA DR HOT SPRINGS NAT AR 71901 6.625 180 $340,000.00 01-Apr-98
602204070 4717 CHESTNUT CORNERS MEDINA OH 44256 6.875 180 $330,000.00 01-Apr-98
602204285 105 VILAMOURA WAY DULUTH GA 30091 6.750 180 $344,500.00 01-Mar-98
602207938 2815 W DAYBREAKER DR PARK CITY UT 84098 7.250 180 $280,000.00 01-Mar-98
602211638 291 SUMMER ST NORWELL MA 2061 6.375 180 $450,000.00 01-Apr-98
602228307 3708 POWDERHORN DR OKEMOS MI 48864 6.500 180 $353,500.00 01-Mar-98
602229605 38430 TIMBERLANE DR UMATILLA FL 32784 6.875 180 $265,000.00 01-Apr-98
602229876 2575 E CALLE LOS ALTOS TUCSON AZ 85718 7.000 180 $286,100.00 01-Apr-98
602230130 304 MALLARD RD WESTON FL 33327 6.875 180 $260,000.00 01-Mar-98
602230937 4094 NOBLEMAN POINT DULUTH GA 30047 6.750 180 $320,000.00 01-Apr-98
602231482 973 MCDONALD DR NORTHVILLE MI 48167 6.500 180 $496,000.00 01-Apr-98
602231610 6100 OLDE HARTLEY PLACE GLEN ALLEN VA 23060 6.750 180 $292,000.00 01-Apr-98
602233122 755 LARI DAWN SAN ANTONIO TX 78258 6.750 180 $292,000.00 01-Apr-98
602239344 2805 KIPPS COLONY DR SAINT PETERSBURG FL 33707 6.375 180 $640,000.00 01-Apr-98
602239549 8406 FAIRWAY POINT FAIR OAKS RANCH TX 78015 6.875 180 $238,100.00 01-Mar-98
602239572 13828 S 31ST PLACE PHOENIX AZ 85048 7.000 180 $300,000.00 01-Apr-98
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
LOAN_ID PI_PAY PAID_THRU BALANCE LTV PROPTYPE OCCUPANCY POOL NOTEDATE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
602126883 $3,855.97 01-Mar-98 $429,000.00 79.50 SFD PRIMARY 2 29-Jan-98
602127715 $3,766.99 01-Mar-98 $417,777.76 76.20 SFD PRIMARY 2 29-Jan-98
602130173 $2,912.20 01-Mar-98 $324,000.00 68.20 SFD PRIMARY 2 04-Feb-98
602131254 $3,451.15 01-Mar-98 $390,000.00 70.20 SFD PRIMARY 2 10-Feb-98
602131620 $4,431.22 01-Mar-98 $491,444.61 79.60 SFD PRIMARY 2 23-Jan-98
602133611 $3,037.66 01-Mar-98 $339,513.69 70.40 SFD PRIMARY 2 29-Jan-98
602133917 $2,224.60 01-Mar-98 $246,719.15 65.40 SFD PRIMARY 2 31-Jan-98
602133962 $4,325.49 01-Mar-98 $485,000.00 68.30 SFD PRIMARY 2 02-Feb-98
602134031 $2,283.07 01-Mar-98 $257,168.18 43.80 SFD PRIMARY 2 22-Jan-98
602134484 $2,678.51 01-Mar-98 $297,059.82 79.50 SFD PRIMARY 2 23-Jan-98
602134495 $2,639.46 01-Mar-98 $302,001.79 54.20 SFD PRIMARY 2 30-Jan-98
602134554 $2,601.66 01-Mar-98 $285,000.00 66.10 SFD PRIMARY 2 14-Feb-98
602137272 $3,351.58 01-Mar-98 $370,000.00 50.40 SFD PRIMARY 2 03-Feb-98
602137454 $2,592.53 01-Mar-98 $284,000.00 65.30 SFD PRIMARY 2 10-Feb-98
602139376 $2,759.40 01-Mar-98 $307,000.00 43.90 SFD PRIMARY 2 29-Jan-98
602145089 $3,139.24 01-Mar-98 $341,250.00 75.00 PUD PRIMARY 2 13-Feb-98
602154069 $2,488.27 01-Mar-98 $278,110.16 68.90 SFD PRIMARY 2 02-Feb-98
602162775 $2,240.57 01-Mar-98 $259,250.00 85.00 SFD PRIMARY 2 18-Feb-98
602170628 $3,511.98 01-Mar-98 $400,000.00 54.80 SFD PRIMARY 2 03-Feb-98
602171344 $3,731.47 01-Mar-98 $425,000.00 59.70 SFD PRIMARY 2 30-Jan-98
602172130 $5,797.05 01-Mar-98 $650,000.00 74.30 SFD PRIMARY 2 19-Feb-98
602173745 $6,867.28 01-Mar-98 $770,000.00 64.20 SFD PRIMARY 2 20-Feb-98
602174779 $2,853.93 01-Mar-98 $320,000.00 74.50 SFD PRIMARY 2 06-Feb-98
602179605 $3,005.32 01-Mar-98 $343,863.43 36.40 SFD PRIMARY 2 23-Jan-98
602180755 $2,563.19 01-Mar-98 $287,400.00 52.30 SFD PRIMARY 2 04-Feb-98
602181017 $2,207.82 01-Mar-98 $240,000.00 33.20 SFD PRIMARY 2 06-Feb-98
602181084 $2,807.05 01-Mar-98 $307,500.00 37.50 SFD PRIMARY 2 05-Feb-98
602181197 $2,761.20 01-Mar-98 $306,230.80 89.60 CONDO PRIMARY 2 26-Jan-98
602181790 $2,112.25 01-Mar-98 $235,000.00 78.40 SFD PRIMARY 2 20-Feb-98
602185670 $2,874.65 01-Mar-98 $330,000.00 62.30 SFD PRIMARY 2 04-Feb-98
602187342 $2,125.28 01-Mar-98 $236,450.00 72.40 SFD PRIMARY 2 06-Feb-98
602190325 $5,933.61 01-Mar-98 $650,000.00 40.70 SFD PRIMARY 2 06-Feb-98
602190848 $2,813.33 01-Mar-98 $311,239.51 50.50 SFD PRIMARY 2 30-Jan-98
602193442 $2,327.74 01-Mar-98 $261,000.00 73.60 SFD PRIMARY 2 06-Feb-98
602194272 $5,162.24 01-Mar-98 $565,500.00 53.90 SFD PRIMARY 2 06-Feb-98
602195024 $3,623.32 01-Mar-98 $400,000.00 80.00 SFD PRIMARY 2 05-Feb-98
602198196 $2,834.74 01-Mar-98 $328,000.00 77.20 SFD PRIMARY 2 06-Feb-98
602199654 $2,292.01 01-Mar-98 $255,000.00 67.20 SFD PRIMARY 2 23-Feb-98
602199687 $3,429.95 01-Mar-98 $370,000.00 24.30 SFD PRIMARY 2 18-Feb-98
602200429 $2,425.84 01-Mar-98 $271,132.48 80.00 SFD PRIMARY 2 28-Jan-98
602203091 $2,479.71 01-Mar-98 $273,750.00 75.00 SFD PRIMARY 2 06-Feb-98
602203160 $2,488.27 01-Mar-98 $279,000.00 79.80 SFD PRIMARY 2 28-Jan-98
602204036 $2,985.18 01-Mar-98 $340,000.00 77.30 SFD PRIMARY 2 05-Feb-98
602204070 $2,943.12 01-Mar-98 $330,000.00 76.80 SFD PRIMARY 2 10-Feb-98
602204285 $3,048.51 01-Mar-98 $343,389.29 71.40 SFD PRIMARY 2 30-Jan-98
602207938 $2,556.02 01-Mar-98 $279,135.65 51.40 SFD PRIMARY 2 30-Jan-98
602211638 $3,889.13 01-Mar-98 $450,000.00 67.70 SFD PRIMARY 2 09-Feb-98
602228307 $3,079.36 01-Mar-98 $352,335.43 75.10 SFD PRIMARY 2 30-Jan-98
602229605 $2,363.41 01-Mar-98 $265,000.00 60.10 SFD PRIMARY 2 19-Feb-98
602229876 $2,571.55 01-Mar-98 $286,100.00 73.40 SFD PRIMARY 2 10-Feb-98
602230130 $2,318.82 01-Mar-98 $258,843.78 64.20 PUD PRIMARY 2 29-Jan-98
602230937 $2,831.71 01-Mar-98 $320,000.00 75.00 SFD PRIMARY 2 11-Feb-98
602231482 $4,320.69 01-Mar-98 $496,000.00 76.40 PUD PRIMARY 2 12-Feb-98
602231610 $2,583.94 01-Mar-98 $292,000.00 83.50 SFD PRIMARY 2 20-Feb-98
602233122 $2,583.94 01-Mar-98 $292,000.00 77.10 SFD PRIMARY 2 18-Feb-98
602239344 $5,531.20 01-Mar-98 $640,000.00 74.90 PUD PRIMARY 2 13-Feb-98
602239549 $2,123.51 01-Mar-98 $234,812.15 89.90 SFD PRIMARY 2 28-Jan-98
602239572 $2,696.48 01-Mar-98 $300,000.00 89.60 SFD PRIMARY 2 04-Feb-98
Page 2 of 3
</TABLE>
<PAGE>
ABN AMRO 98-1-GROUP 2
MORTGAGE LOAN SCHEDULE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
LOAN
LOAN_ID ADDRESS CITY STATE ZIP CODE INT_RATE TERM ORIGINAL PYMDATE PI_PAY PAID_THRU
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
602239685 1012 BAYBERRY CIRCLE SHREVEPORT LA 71106 6.625 180 $395,000.00 01-Mar-98 $3,468.08 01-Mar-98
602239743 1011 MCCAULEY RD DANVILLE CA 94526 6.875 180 $295,000.00 01-Apr-98 $2,630.97 01-Mar-98
602239856 37274 ASPEN FARMINGTON HILLS MI 48335 7.500 180 $237,400.00 01-Apr-98 $2,200.73 01-Mar-98
602240029 31109 BALTIC LN NE POULSBO WA 98370 7.500 180 $337,500.00 01-Apr-98 $3,128.67 01-Mar-98
602249095 1779 E CASTLEBROOK DR FRESNO CA 93720 7.500 180 $316,000.00 01-Mar-98 $2,929.36 01-Mar-98
602250590 5321 LONGMONT DR HOUSTON TX 77056 6.625 180 $273,900.00 01-Apr-98 $2,404.82 01-Mar-98
602256778 9201 KELLY LAKE ROAD CLARKSTON MI 48348 7.000 180 $239,400.00 01-Mar-98 $2,151.79 01-Mar-98
602258929 1098 SAXONY HIGHLAND PARK IL 60035 7.250 180 $543,750.00 01-Apr-98 $4,963.69 01-Mar-98
602267873 751 N 163RD ST OMAHA NE 68118 6.750 180 $400,000.00 01-Apr-98 $3,539.64 01-Mar-98
602271232 2071 NACHTMAN WHEATON IL 60187 7.375 180 $396,000.00 01-Mar-98 $3,642.90 01-Mar-98
602284340 8 HARBOR HILL RD HUNTINGTON NY 11743 6.875 180 $510,000.00 01-Apr-98 $4,548.46 01-Mar-98
602286514 8332 S 3375 EAST SALT LAKE CITY UT 84121 6.875 180 $273,500.00 01-Apr-98 $2,439.22 01-Mar-98
602287105 1686 ASHLAND CT. NW SALEM OR 97304 6.875 180 $339,000.00 01-Apr-98 $3,023.39 01-Mar-98
602287241 802 SUGAR CREEK BLVD SUGAR LAND TX 77478 6.750 180 $406,000.00 01-Apr-98 $3,592.73 01-Mar-98
602289301 9904 POTOMAC MANORS DRIVE POTOMAC MD 20852 6.750 180$1,000,000.0 01-Apr-98 $8,849.09 01-Mar-98
602297447 69 DEER HILL RD REDDING CT 6896 7.625 180 $381,000.00 01-Apr-98 $3,559.03 01-Mar-98
602320355 5817 MIMOSA NE ALBUQUERQUE NM 87111 6.750 180 $240,800.00 01-Apr-98 $2,130.86 01-Mar-98
602326431 16360 OAKWOOD LANE MORGAN HILL CA 95037 7.250 180 $268,000.00 01-Apr-98 $2,446.47 01-Mar-98
602343307 16330 CAMELLIA TERRACE LOS GATOS CA 95032 7.375 180 $231,000.00 01-Apr-98 $2,125.02 01-Mar-98
602350078 2520 S CLAYTON ST DENVER CO 80210 6.750 180 $335,500.00 01-Apr-98 $2,968.87 01-Mar-98
602355530 5910 GRAY ROAD FAIRFIELD OH 45014 7.125 180 $260,000.00 01-Apr-98 $2,355.16 01-Mar-98
602364655 16810 41ST AVE N PLYMOUTH MN 55446 7.000 180 $360,000.00 01-Apr-98 $3,235.78 01-Mar-98
602394434 41 MEADOW BLOSSOM CT DANVILLE CA 94506 6.875 180 $350,000.00 01-Apr-98 $3,121.49 01-Mar-98
LOAN COUNT = 139
-------------------------------------------------------------------
PROP-
BALANCE LTV TYPE OCCUPANCY POOL NOTEDATE
-------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
$392,820.75 79.00 SFD PRIMARY 2 27-Jan-98
$295,000.00 44.40 PUD PRIMARY 2 11-Feb-98
$237,400.00 72.00 SFD PRIMARY 2 14-Feb-98
$337,500.00 71.90 SFD PRIMARY 2 23-Feb-98
$315,045.64 80.00 SFD PRIMARY 2 26-Jan-98
$273,900.00 57.70 SFD PRIMARY 2 12-Feb-98
$238,644.70 66.00 SFD PRIMARY 2 29-Jan-98
$543,750.00 75.00 SFD PRIMARY 2 13-Feb-98
$400,000.00 64.00 SFD PRIMARY 2 12-Feb-98
$394,790.85 79.20 SFD PRIMARY 2 29-Jan-98
$510,000.00 51.00 SFD PRIMARY 2 13-Feb-98
$273,500.00 57.00 SFD PRIMARY 2 18-Feb-98
$339,000.00 85.90 SFD PRIMARY 2 05-Feb-98
$406,000.00 79.70 PUD PRIMARY 2 13-Feb-98
$1,000,000.00 59.80 SFD PRIMARY 2 24-Feb-98
$381,000.00 52.60 SFD PRIMARY 2 17-Feb-98
$240,800.00 84.50 SFD PRIMARY 2 30-Jan-98
$268,000.00 67.00 SFD PRIMARY 2 13-Feb-98
$231,000.00 42.00 SFD PRIMARY 2 13-Feb-98
$335,500.00 67.80 SFD PRIMARY 2 13-Feb-98
$260,000.00 66.70 SFD PRIMARY 2 23-Feb-98
$360,000.00 75.00 SFD PRIMARY 2 20-Feb-98
$350,000.00 76.70 SFD PRIMARY 2 23-Feb-98
$48,057,932.60
</TABLE>
Page 3 of 3
<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, N.A. for the
benefit of the Certificateholders of ABN AMRO Mortgage
Corporation Series 1998-1 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
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 March __, 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, N.A.
for the benefit of the
Certificateholders
of ABN AMRO Mortgage Corporation
Series 1998-1, 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, N.A. for
the benefit of the Certificateholders
of ABN AMRO Mortgage Corporation
Series 1998-1:
<PAGE>
3. Deliver to the Purchaser or its two business days after funding
agent all Mortgage Loan documents
pertaining to each loan
4. Deliver to the Purchaser's servicer one week prior to Servicing
all Mortgage Loan servicing transfer date
documents pertaining to each loan
5. Provide lost mortgage note one week prior to funding
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
------------------
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 Senior Vice President and Assistant Secretary of Standard Federal Bank
("Standard"), a [insert description], and further certify as follows:
1. Attached hereto as Exhibit "A" is a true and correct copy of the
[charter] of Standard. There has been no amendment or other document filed
affecting the charter of Standard 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 Standard as in full force and effect since __________ __, 199_.
3. No proceedings looking toward merger, consolidation, liquidation,
or dissolution of Standard are pending or contemplated.
4. Each person who, as an officer or representative of Standard,
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 March __, 1998, between Standard, 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 Standard 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 _____________ Secretary of State's office as of __________
__, 199_.
<PAGE>
7. Standard 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
Standard Federal Bank
By:________________________
Title:_____________________
-2-
<PAGE>
I, ___________________, Secretary of Standard Federal Bank, a [insert
description], hereby certify that _________________ is the duly elected,
qualified and acting Senior Vice President and Assistant Secretary of Standard
Federal Bank and that the signature appearing on the preceding page is her
genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated:__________ __, 1998
Standard Federal Bank
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 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 March __, 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 1
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>
EXHIBIT 5.1
<PAGE>
Exhibit 5.1
March 30, 1998
ABN AMRO Mortgage Corporation
181 West Madison Street, Suite 3250
Chicago, Illinois 60602-4510
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of the
Registration Statement on Form S-3 (the "Registration Statement"), and the
Prospectus and form of Prospectus Supplement forming a part thereof
(collectively, the "Prospectus"), filed by you with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act") relating to the Certificates (as defined below). The Registration
Statement and the Prospectus relate to the offer and sale of up to
$1,000,000,000 aggregate principal amount of the Mortgage Pass-Through
Certificates (Issuable in Series) to be created and issued pursuant to one or
more Pooling and Servicing Agreements to be entered into between you, one or
more trustees and possibly another entity as the master servicer as described in
the Registration Statement. A form of Pooling and Servicing Agreement is
included as an Exhibit to the Registration Statement.
In addition, we have acted as your counsel in connection with the issuance
of ABN AMRO Mortgage Corporation, Mortgage Pass-Through Certificates, Series
1998-1 (the "Certificates"), evidencing undivided interests in a trust fund
consisting primarily of certain mortgage loans, pursuant to the Pooling and
Servicing Agreement, dated as of March 1, 1998 (the "Pooling and Servicing
Agreement"), among you as depositor (the "Depositor"), LaSalle Home Mortgage
Corporation as servicer (the "Servicer"), and Chase Bank of Texas, N.A. as
trustee (the "Trustee") and the preparation of the Prospectus Supplement (the
"Prospectus Supplement"), filed with the Commission pursuant to Rule 424(b)
under the rules and regulations of the Commission under the Act, dated March 27,
1998 relating to the Certificates and the method of distribution thereof.
We have examined the Registration Statement, the Prospectus, the Pooling
and Servicing Agreement, the Prospectus Supplement and such other documents as
we have deemed necessary or advisable for purposes of rendering this opinion.
Additionally, our advice has formed the
<PAGE>
ABN AMRO Mortgage Corp.
March 30, 1998
Page 2
basis for the description of the selected Federal income tax consequences of the
purchase, ownership and disposition of the Certificates to an original purchaser
that appears under the heading "Certain Federal Income Tax Consequences" in the
Prospectus (the "Tax Description"). Except as otherwise indicated herein, all
terms defined in the Prospectus are used herein as so defined.
We express no opinion with respect to any Series of Certificates for which
we do not act as counsel to you.
The opinion set forth in paragraph 2 of this letter is based upon the
applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury
regulations promulgated and proposed thereunder, current positions of the
Internal Revenue Service (the "IRS") contained in published Revenue Rulings and
Revenue Procedures, current administrative positions of the IRS and existing
judicial decisions. This opinion is subject to the explanations and
qualifications set forth under the caption "Certain Federal Income Tax
Consequences" in the Prospectus. No tax rulings will be sought from the IRS
with respect to any of the matters discussed herein.
On the basis of the foregoing examination and assumptions, and upon
consideration of applicable law, it is our opinion that:
1. The Pooling and Servicing Agreement has been duly and validly
authorized, executed and delivered by the Depositor, the Servicer and the
Trustee, and the Certificates have been duly executed, authenticated, delivered
and sold as contemplated in the Registration Statement, the Certificates are
legally and validly issued, fully paid and nonassessable, and the holders of the
Certificates are entitled to the benefits of the Pooling and Servicing
Agreement.
2. While the Tax Description does not purport to discuss all possible
Federal income tax ramifications of the purchase, ownership, and disposition of
the Certificates, particularly to purchasers subject to special rules under the
Internal Revenue Code of 1986, we hereby adopt and confirm the opinions set
forth in the Prospectus under the headings "Summary of Terms -- Federal Income
Tax Considerations," "Summary of Terms -- ERISA," "Certain Federal Income Tax
Consequences" and "ERISA Considerations". There can be no assurance, however,
that the tax conclusions presented therein will not be successfully challenged
by the IRS, or significantly altered by new legislation, changes in IRS
positions or judicial decisions, any of which challenges or alterations may be
applied retroactively with respect to completed transactions.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus under
the caption "Certain Federal Income Tax
<PAGE>
ABN AMRO Mortgage Corp.
March 30, 1998
Page 3
Consequences" and "Legal Matters". In giving such consent, we do not admit that
we are "experts" within the meaning of the term used in the Act or the rules and
regulations of the Securities and Exchange Commission issued thereunder, with
respect to any part of the Registration Statement, including this opinion as an
exhibit or otherwise.
Very truly yours,
MAYER, BROWN & PLATT
MBP:DC
