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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 19, 1999
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)
333-57027 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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Item 2. Acquisition or Disposition of Assets.
Description of the Certificates and the Mortgage Pool.
On March 24, 1999, a single series of certificates, entitled ABN AMRO
Mortgage Corporation, Mortgage Pass-Through Certificates, Series 1999-2 (the
"Certificates"), was issued pursuant to a Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement") attached hereto as Exhibit 4.1 dated as of
March 1, 1999, among ABN AMRO Mortgage Corporation as depositor (the
"Depositor"), LaSalle Home Mortgage Corporation as servicer and Chase Bank of
Texas, National Association as trustee. The Certificates consist of twenty-two
classes identified as the "Class IA-1 Certificates", the "Class IA-2
Certificates", the "Class IA-3 Certificates", the "Class IA-4 Certificates", the
"Class IA-5 Certificates", the "Class IA-6 Certificates", the "Class IA-7
Certificates", the "Class IA-8 Certificates", the "Class IM Certificates", the
"Class IB-1 Certificates", the "Class IB-2 Certificates", the "Class IB-3
Certificates", the "Class IB-4 Certificates", the "Class IB-5 Certificates", the
"Class IIA Certificates", the "Class IIM Certificates", the "Class IIB-1
Certificates", the "Class IIB-2 Certificates", the "Class IIB-3 Certificates",
the "Class IIB-4 Certificates", the "Class IIB-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, 1999 (the "Cut-off Date"), an aggregate
principal balance of approximately $291,235,050 (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 24, 1999, attached hereto as Exhibit 4.2, between Standard Federal
as seller and the Depositor as purchaser. The Class IA-1, Class IA-2, Class
IA-3, Class IA-4, Class IA-5, Class IA-6, Class IA-7, Class IA-8, Class IM,
Class IB-1, Class IB-2, Class IIA, Class IIM, Class IIB-1, Class IIB-2
Certificates and the Class R Certificate were publicly offered, as described in
a Prospectus, dated September 18, 1998, and a Prospectus Supplement, dated March
19, 1999, pursuant to an Underwriting Agreement (the "Underwriting Agreement")
dated March 19, 1999, attached hereto as Exhibit 1.1, among the Depositor,
Standard Federal Bancorporation, Inc. ("Standard Federal Bancorporation"),
Lehman Brothers Inc. ("Lehman Brothers") and ABN AMRO Incorporated ("AAI")
(Lehman Brothers and AAI being referred to herein, collectively, as the
"Underwriters") and the Terms Agreement (the "Terms Agreement") dated March 19,
1999, attached hereto as Exhibit 1.2, among the Depositor, Standard Federal
Bancorporation and the Underwriters. The Depositor sold the Class IB-3, Class
IB-4, Class IB-5, Class IIB-3, Class IIB-4 and Class IIB-5 Certificates to
Lehman Brothers as initial purchaser (in such capacity, the "Initial Purchaser")
pursuant to a purchase agreement dated March 24, 1999 among the Depositor,
Standard Federal Bancorporation and the Initial Purchaser.
Each Class of Certificates will have an initial certificate principal
balance ("Certificate Principal Balance"). The Class IA-1 Certificates have an
initial Certificate Principal Balance of $42,900,000. The Class IA-2
Certificates have an initial Certificate Principal Balance of $31,622,000. The
Class IA-3 Certificates have an initial Certificate Principal Balance of
$2,000,000. The Class IA-4 Certificates have an initial Certificate Principal
Balance of $60,800,000. The Class IA-5 Certificates have an initial Certificate
Principal Balance of $33,260,620. The Class IA-6 Certificates have an initial
Certificate Principal Balance of $5,007,000. The Class IA-7 Certificates have an
initial Certificate Principal Balance of $1,886,509. The Class IA-8 Certificates
have an initial Certificate Principal Balance of $2,000,000. The Class IM
Certificates have an initial Certificate Principal Balance of $4,030,000. The
Class IB-1 Certificates have an initial Certificate Principal Balance of
$1,593,000. The Class IB-2 Certificates have an initial Certificate Principal
Balance of $843,000. The Class IB-3 Certificates have an initial Certificate
Principal Balance of $656,000. The Class IB-4 Certificates have an initial
Certificate Principal Balance of $375,000. The Class IB-5 Certificates have an
initial Certificate Principal Balance of $469,701.55. The Class IIA Certificates
have an initial Certificate Principal Balance of $101,508,000. The Class IIM
Certificates have an initial Certificate Principal Balance of $934,000. The
Class IIB-1 Certificates have an initial Certificate Principal Balance of
$415,000. The Class IIB-2 Certificates have an initial Certificate Principal
Balance of $259,000. The Class IIB-3 Certificates have an initial Certificate
Principal Balance of $312,000. The Class IIB-4 Certificates have an initial
Certificate Principal Balance
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of $208,000. The Class IIB-5 Certificates have an initial Certificate Principal
Balance of $156,119.23. The Class R Certificate has an initial Certificate
Principal Balance of $100.
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned to them in the Pooling and Servicing Agreement.
Item 7. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Document Description
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<S> <C>
1.1 Underwriting Agreement, dated as of March 19, 1999, among ABN
AMRO Mortgage Corporation, Standard Federal Bancorporation,
Inc., ABN AMRO Incorporated and Lehman Brothers Inc.
1.2 Terms Agreement, dated March 19, 1999, among ABN AMRO Mortgage
Corporation, Standard Federal Bancorporation, Inc., ABN AMRO
Incorporated and Lehman Brothers Inc.
4.1 Pooling and Servicing Agreement, dated as of March 1, 1999,
among ABN AMRO Mortgage Corporation as depositor, LaSalle Home
Mortgage Corporation as servicer, and Chase Bank of Texas,
National Association as trustee.
4.2 Mortgage Loan Purchase Agreement, dated as of March 24, 1999,
between Standard Federal Bank as seller and ABN AMRO Mortgage
Corporation as purchaser.
</TABLE>
3
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ABN AMRO MORTGAGE CORPORATION
(Registrant)
Dated: March 19, 1999 By: /s/ Maria Fregosi
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Name: Maria Fregosi
Title: Vice-President
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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 19, 1999, among ABN AMRO
Mortgage Corporation, Standard Federal Bancorporation, Inc., ABN
AMRO Incorporated and Lehman Brothers Inc.
1.2 Terms Agreement, dated March 19, 1999, among ABN AMRO Mortgage
Corporation, Standard Federal Bancorporation, Inc., ABN AMRO
Incorporated and Lehman Brothers Inc.
4.1 Pooling and Servicing Agreement, dated as of March 1, 1999, among
ABN AMRO Mortgage Corporation as depositor, LaSalle Home Mortgage
Corporation as servicer, and Chase Bank of Texas, National
Association as trustee.
4.2 Mortgage Loan Purchase Agreement, dated as of March 24, 1999,
between Standard Federal Bank as seller and ABN AMRO Mortgage
Corporation as purchaser.
</TABLE>
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AMAC, SERIES 1999-2
Mortgage Pass-Through Certificates
UNDERWRITING AGREEMENT
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March 19, 1999
Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285
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).
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
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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, Lehman Brothers Inc. is sometimes referred to individually herein as
"Lehman Brothers" 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. 333-57027),
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 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
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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 Lehman Brothers 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, 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
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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 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
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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 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,
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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 Company's knowledge,
threatened, against the Company which would prohibit the Company's entering
into this Agreement or the applicable Pooling and Servicing Agreement.
(13) As of the Closing Time, with respect to a Series of Certificates
described in the relevant Terms Agreement evidencing interests in a
Mortgage Pool, the Trustee will have either good and marketable title, free
and clear of all prior liens, charges, pledges, mortgages, security
interests and encumbrances, to or a validly perfected first priority
security interest in the Mortgage Notes and the related Mortgages included
in the Trust Fund, with respect to (a) the Mortgage Notes, upon delivery
thereof to the Trustee and (b) the Mortgages, upon delivery to the Trustee
of instruments of assignment in recordable form assigning each Mortgage to
the Trustee and the recording of each such instrument of assignment in the
appropriate recording office in which the Mortgaged Property is located, or
if supported by an opinion of counsel, without recording.
(14) As of the Closing Time, with respect to a Series of Certificates,
the Mortgage Pool will have substantially the characteristics described in
the Prospectus Supplement and in the Form 8-K of the Company prepared with
respect to such Certificates, if the Mortgage Pool is described in such
Form 8-K.
(15) Neither the Company nor the Trust Fund created by the applicable
Pooling and Servicing Agreement will be subject to registration as an
"investment company" under the Investment Company Act of 1940, as amended
(the "1940 Act").
(16) The Certificates, the applicable Pooling and Servicing Agreement,
the applicable Terms Agreement and any primary insurance policies, mortgage
pool insurance policies, standard hazard insurance policies, special hazard
insurance policies, mortgagor bankruptcy insurance and alternate credit
enhancement related to the Certificates described in the relevant Terms
Agreement conform in all material respects to the descriptions thereof
contained in the Prospectus.
(17) As of the Closing Time, the Mortgage Loans will have been duly
and validly assigned and delivered by the Company to the Trustee under the
related Pooling and Servicing Agreement.
(18) As of the Closing Time, the representations and warranties of the
Company contained in the applicable Pooling and Servicing Agreement are
true and correct in all material respects.
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(b) Standard Federal Bancorporation, Inc. ("Standard Federal") represents
and warrants to you as of the date hereof, and to the Underwriters named in the
applicable Terms Agreement, all as of the date of such Terms Agreement (in each
case, the "Representation Date"), as follows (any representations and warranties
so made to the Underwriters named in an applicable Terms Agreement respecting
the Certificates being deemed to relate only to the Certificates described
therein):
(1) Standard Federal has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Michigan with corporate power and authority to enter into and perform its
obligations under this Agreement, and with respect to a Series of
Certificates, the applicable Terms Agreement; and Standard Federal is duly
qualified or registered as a foreign corporation to transact business and
is in good standing in each jurisdiction in which the ownership or lease of
its properties or the conduct of its business requires such qualification.
(2) Standard Federal is not in violation of its certificate of
incorporation or by-laws or in default in the performance or observance of
any material obligation, agreement, covenant or condition contained in any
material contract, indenture, mortgage, loan agreement, note, lease or
other material instrument to which it is a party or by which it or its
properties may be bound, which default might result in any material adverse
change in the financial condition, earnings, affairs or business of
Standard Federal or which might materially and adversely affect the
properties or assets thereof or Standard Federal's ability to perform its
obligations under this Agreement or the applicable Terms Agreement.
(3) The execution and delivery by Standard Federal of this Agreement
and the applicable Terms Agreement are within the corporate power of
Standard Federal and have been duly authorized by all necessary corporate
action on the part of Standard Federal; and with respect to a Series of
Certificates described in the applicable Terms Agreement, neither the
execution and delivery by Standard Federal of this Agreement and such Terms
Agreement, nor the consummation by Standard Federal of the transactions
herein or therein contemplated, nor compliance by Standard Federal with the
provisions hereof or thereof, will conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default
under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of Standard Federal, pursuant to
any material indenture, mortgage, contract or other material instrument to
which Standard Federal is a party or by which it is bound or to which the
property or assets of Standard Federal are subject, or result in the
violation of the provisions of the certificate of incorporation or by-laws
of Standard Federal or any statute or any order, rule or regulation of any
court or governmental agency or body having jurisdiction over Standard
Federal or any of its properties.
(4) This Agreement has been, and each applicable Terms Agreement when
executed and delivered as contemplated hereby and thereby will have been,
duly authorized, executed and delivered by Standard Federal, and each
constitutes, or will constitute when
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so executed and delivered, a legal, valid and binding instrument
enforceable against Standard Federal in accordance with its terms (assuming
due authorization, execution and delivery by the other parties thereto),
subject (a) to applicable bankruptcy, insolvency, reorganization,
moratorium, or other similar laws affecting creditors' rights generally,
(b) as to enforceability to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law) and (c)
as to enforceability with respect to rights of indemnity thereunder, to
limitations of public policy under applicable securities laws.
(5) This Agreement when executed and delivered as contemplated hereby
and thereby will have been duly authorized, executed and delivered by
Standard Federal, and will constitute when so executed and delivered, a
legal, valid and binding instrument enforceable against Standard Federal in
accordance with its terms (assuming due authorization, execution and
delivery by the other parties thereto), subject (a) to applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally and (b) as to enforceability to
general principles of equity (regardless of whether enforcement is sought
in a proceeding in equity or at law).
(6) There are no actions, proceedings or investigations now pending
against Standard Federal or, to the knowledge of Standard Federal,
threatened against Standard Federal, before any court, administrative
agency or other tribunal (i) asserting the invalidity of this Agreement or
the applicable Terms Agreement, (ii) seeking to prevent the issuance of
such Certificates or the consummation of any of the transactions
contemplated by this Agreement or the applicable Terms Agreement, (iii)
which would be likely to materially and adversely affect the performance by
Standard Federal of its obligations under, or which would if adversely
determined materially and adversely affect the validity or enforceability
of, this Agreement, the applicable Terms Agreement, or such Certificates or
(iv) seeking to adversely affect the federal income tax attributes of such
Certificates described in the Prospectus and the related Prospectus
Supplement.
SECTION 2. Purchase and Sale. The commitment of each Underwriter to
purchase Certificates pursuant to any Terms Agreement shall be several and not
joint and shall be deemed to have been made on the basis of the representations
and warranties herein contained and shall be subject to the terms and conditions
herein set forth.
Payment of the purchase price for, and delivery of, any Certificates to be
purchased by the Underwriters shall be made at the offices of Mayer, Brown &
Platt, Chicago, Illinois or at such other place as shall be agreed upon by you
and the Company, at such time or date as shall be agreed upon by you and the
Company in the Terms Agreement (each such time and date being referred to as a
"Closing Time"). Unless otherwise specified in the applicable Terms Agreement,
payment shall be made to the Company in immediately available Federal funds
wired to such bank as may be designated by the Company. Such Certificates shall
be in such denominations and registered in such names as you may request in
writing at least two business days prior to the applicable Closing Time.
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Such Certificates will be made available for examination and packaging by you no
later than 12:00 noon on the first business day prior to the applicable Closing
Time.
It is understood that the Underwriters intend to offer the Certificates for
sale to the public as set forth in the Prospectus Supplement.
SECTION 3. Covenants of the Company. The Company covenants with each of you
and each Underwriter participating in an offering of Certificates pursuant to a
Terms Agreement, with respect to such Certificates and such offering, as
follows:
(a) Immediately following the execution of each Terms Agreement, the
Company will prepare a Prospectus Supplement setting forth the principal
amount of Certificates covered thereby, the price or prices at which the
Certificates are to be purchased by the Underwriters, either the initial
public offering price or prices or the method by which the price or prices
by which the Certificates are to be sold will be determined, the selling
concession(s) and reallowance(s), if any, any delayed delivery
arrangements, and such other information as you and the Company deem
appropriate in connection with the offering of the Certificates. The
Company will furnish you a copy of the Prospectus Supplement for your
review prior to filing such Prospectus Supplement with the Commission.
Thereafter, the Company will promptly transmit copies of the Prospectus
Supplement to the Commission for filing pursuant to Rule 424 under the 1933
Act and will furnish to the Underwriters as many copies of the Prospectus
and such Prospectus Supplement as you shall reasonably request.
(b) If the delivery of a prospectus is required at any time in
connection with the offering or sale of the Certificates described in the
relevant Terms Agreement and if at such time any event shall have occurred
as a result of which the Prospectus as then amended or supplemented would
include an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made when such Prospectus
is delivered, not misleading, or, if for any other reason it shall be
necessary during such period of time to amend or supplement the Prospectus
in order to comply with the 1933 Act, the Company agrees to notify you
promptly and upon your request so to amend or supplement the Prospectus and
to prepare and furnish without charge to each Underwriter and to any dealer
in securities as many copies as you may from time to time reasonably
request of an amended Prospectus or a supplement to the Prospectus which
will correct such statement or omission or effect such compliance.
(c) During any period in which the delivery of a prospectus is
required at any time in connection with the offering or sale of the
Certificates described in the relevant Terms Agreement the Company will
give you reasonable notice of its intention to file any amendment to the
Registration Statement or any amendment or supplement to the Prospectus,
whether pursuant to the 1933 Act or otherwise, and will furnish you with
copies
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of any such amendment or supplement or other documents proposed to be filed
a reasonable time in advance of filing.
(d) During any period in which the delivery of a prospectus is
required at any time in connection with the offering or sale of the
Certificates described in the relevant Terms Agreement the Company will
notify you promptly (i) of the effectiveness of any amendment to the
Registration Statement, (ii) of the mailing or the delivery to the
Commission for filing of any supplement to the Prospectus or any document
other than quarterly and annual reports to be filed pursuant to the 1934
Act, (iii) of the receipt of any comments from the Commission with respect
to the Registration Statement, the Prospectus or any Prospectus Supplement,
(iv) of any request by the Commission for any amendment to the Registration
Statement or any amendment or supplement to the Prospectus or for
additional information, (v) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Certificates for sale in any jurisdiction or the threat of any proceeding
for that purpose and (vi) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose. The Company will use its
best efforts to prevent the issuance of any such stop order and, if any
stop order is issued, to obtain the lifting thereof as soon as possible.
(e) The Company agrees, so long as the Certificates shall be
outstanding, or until such time as you shall cease to maintain a secondary
market in the Certificates, whichever first occurs, to deliver to you the
annual statement as to compliance delivered to the Trustee pursuant to the
applicable Pooling and Servicing Agreement and the annual statement of a
firm of independent public accountants furnished to the Trustee pursuant to
the applicable Pooling and Servicing Agreement, as soon as such statements
are furnished to the Company.
(f) The Company will deliver to you as many conformed copies of the
Registration Statement (as originally filed) and of each amendment thereto
(including exhibits filed therewith or incorporated by reference therein
and documents incorporated by reference in the Prospectus) as you may
reasonably request.
(g) The Company will endeavor, in cooperation with you, to qualify the
Certificates for offering and sale under the applicable securities laws of
such states and other jurisdictions of the United States as you may
reasonably designate, and will maintain or cause to be maintained such
qualifications in effect for as long as may be required for the
distribution of the Certificates, provided that in connection therewith the
Company shall not be required to qualify as a foreign corporation or to
file a general consent to service of process in any jurisdiction. The
Company will file or cause the filing of such statements and reports as may
be required by the laws of each jurisdiction in which the Certificates have
been qualified as above provided.
SECTION 4. Conditions of Underwriters' Obligations. The obligations of the
Underwriters to purchase Certificates pursuant to any Terms Agreement shall be
subject to the accuracy of the
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representations and warranties on the part of the Company herein contained, to
the accuracy of the statements of the Company's officers made pursuant hereto,
to the performance by the Company of all of its obligations hereunder and to the
following additional conditions precedent:
(a) At the applicable Closing Time (i) no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been initiated or threatened by the
Commission and the Prospectus Supplement shall have been filed or
transmitted for filing by means reasonably calculated to result in filing
with the Commission not later than the time required by Rule 424(b) under
the 1933 Act, (ii) the Certificates shall have received the rating or
ratings specified in the applicable Terms Agreement, and (iii) there shall
not have come to your attention any facts that would cause you to believe
that the Prospectus, together with the applicable Prospectus Supplement at
the time it was required to be delivered to a purchaser of the
Certificates, contained an untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements therein,
in light of the circumstances existing at such time, not misleading. No
challenge by the Commission shall have been made to the accuracy or
adequacy of the Registration Statement and any request of the Commission
for inclusion of additional information in the Registration Statement or
the Prospectus or the Prospectus Supplement shall have been complied with
and the Company shall not have filed with the Commission any amendment or
supplement to the Registration Statement, the Prospectus or the Prospectus
Supplement without prior written notice to the Underwriters.
(b) At the applicable Closing Time you shall have received:
(1) The opinion, dated as of the applicable Closing Time, of
Mayer Brown & Platt, counsel for the Company, in form and substance
satisfactory to such of you as may be named in the applicable Terms
Agreement, to the effect that:
(i) The Company is validly existing as a corporation in good
standing under the laws of the State of Delaware.
(ii) This Agreement and the applicable Terms Agreement have been
duly authorized, executed and delivered by the Company, and each is a
valid and binding obligation of the Company.
(iii) The applicable Pooling and Servicing Agreement has been
duly authorized, executed and delivered by the Company, and is a
legal, valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except that (A) such
enforceability thereof may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights generally and (B) the remedy of
specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of
the court before which any proceeding therefor may be brought.
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(iv) The execution and delivery by the Company of this Agreement,
the applicable Terms Agreement and applicable Pooling and Servicing
Agreement and the signing of the Registration Statement by the Company
are within the corporate power of the Company and have been duly
authorized by all necessary corporate action on the part of the
Company; and neither the issue and sale of the Certificates nor the
consummation of the transactions contemplated herein or therein nor
the fulfillment of the terms hereof or thereof will, conflict with or
constitute a breach or violation of any of the terms or provisions of,
or constitute a default under, or result in the creation or imposition
of any lien, charge or encumbrance upon any property or assets of the
Company pursuant to, any contract, indenture, mortgage, or other
instrument to which the Company is a party or by which it may be bound
of which such counsel is aware, other than the lien or liens created
by the applicable Pooling and Servicing Agreement, nor will such
action result in any violation of the provisions of the certificate of
incorporation or by-laws of the Company or, any statute, rule or
regulation to which the Company is subject or by which it is bound or
any writ, injunction or decree of any court, governmental authority or
regulatory body to which it is subject or by which it is bound of
which such counsel is aware.
(v) The Certificates have been duly authorized and, when executed
and authenticated as specified in the related Pooling and Servicing
Agreement and delivered and paid for, will be validly issued, fully
paid, nonassessable and entitled to the benefits of the related
Pooling and Servicing Agreement.
(vi) Assuming strict compliance by the Underwriters with the
provisions of this Agreement, no filing or registration with or notice
to or consent, approval, authorization, order or qualification of or
with any court or governmental agency or body is required for the
issuance and sale of the Certificates or the consummation by the
Company of the transactions contemplated by this Agreement, the
applicable Pooling and Servicing Agreement or the applicable Terms
Agreement, except the registration under the 1933 Act of the
Certificates, and such consents, approvals, authorizations,
registrations or qualifications as may be required under state
securities or Blue Sky laws in connection with the purchase and
distribution of the Certificates by the Underwriters.
(vii) Other than as may be set forth or contemplated in the
Prospectus, there is no action, suit or proceeding of which such
counsel is aware before or by any court or governmental agency or
body, domestic or foreign, now pending or, to 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 Consequences" 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 Fund 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
ss.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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(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) No action, suit, proceeding or investigation is now pending
or, to the knowledge of such counsel, 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) 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) No action, suit or proceeding of which such counsel is
aware before or by any court or governmental agency or body,
domestic or foreign, is now pending or, to the knowledge of such
counsel, 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 second and third paragraphs up from the bottom of the cover page
(other than the first sentence of such second paragraph and the second
and fifth sentences of such third paragraph), and the first and fourth
paragraphs under the caption "Method of Distribution" (other than the
first and second sentences of such first paragraph) each as included in
the applicable Prospectus Supplement relating to a Series of
Certificates, together with the Lehman Brothers Information (as defined
in Section 10 hereof) other than any inaccuracies therein which are
caused by errors in the Pool Information 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
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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
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 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 Lehman Brothers 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 Lehman Brothers 8-K which
resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other equitable
-20-
<PAGE>
<PAGE>
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 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
-21-
<PAGE>
<PAGE>
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 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.
-22-
<PAGE>
<PAGE>
(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 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) Lehman Brothers 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
Lehman Brothers, Lehman Brothers 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 prepare any Computational Materials, Structural Term
Sheets or Collateral Term Sheets in connection with the offering of
Certificates pursuant to this Underwriting Agreement except as
provided for in the Terms Agreement which relates to an offering of
Certificates.
(b) In connection with each Series of Certificates, Lehman
Brothers 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 Lehman Brothers and required to be filed with the Commission
in accordance with the No-Action Letters (such Computational
Materials, the "Lehman Brothers Furnished Computational Materials").
(c) In connection with each Series of Certificates, Lehman
Brothers 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
Lehman Brothers and required to be filed with the Commission in
accordance with the No-
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<PAGE>
<PAGE>
Action Letters (such Structural Term Sheets, the "Lehman Brothers
Furnished Structural Term Sheets").
(d) In connection with each Series of Certificates, Lehman
Brothers shall furnish to the Company (via hard copy), within one (1)
business day after the first use thereof, all Collateral Term Sheets
used by Lehman Brothers and required to be filed with the Commission
in accordance with the No-Action Letters (such Collateral Term Sheets,
the "Lehman Brothers 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 "Lehman Brothers 8-K," and each a "Lehman Brothers 8-K")
which shall include as one or more exhibits thereto the Lehman
Brothers Furnished Computational Materials, the Lehman Brothers
Furnished Structural Term Sheets and the Lehman Brothers Furnished
Collateral Term Sheets. Notwithstanding any other provision in the
Underwriting Agreement, Lehman Brothers agrees to pay up to $500.00 to
the Company for the reasonable and customary costs and expenses of the
Company incurred in connection with the filing by the Company of any
Computational Materials with the Commission. In addition, in the event
that the hardship exemption granted by the Commission allowing for the
paper filing of Computational Materials is no longer available, Lehman
Brothers will provide the Company with the Computational Materials in
an electronic format.
(f) Lehman Brothers shall cooperate with the Company and with
Deloitte & Touche in obtaining a letter, in form and substance
satisfactory to the Company and Lehman Brothers, of Deloitte & Touche
regarding the information in any Lehman Brothers 8-K consisting of
Lehman Brothers Furnished Computational Materials and/or Lehman
Brothers Furnished Structural Term Sheets.
(g) Lehman Brothers represents and warrants to, and covenants
with, the Company that the Lehman Brothers Information (defined below)
is not misleading and not inaccurate in any material respect and that
any Pool Information (defined below) contained in any Lehman Brothers
8-K which is not otherwise inaccurate in any material respect is not
presented in the Lehman Brothers 8-K in a way that is either
misleading or inaccurate in any material respect. Lehman Brothers
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 Lehman Brothers 8-K are found to
include any information that is misleading or inaccurate in any
material respect, Lehman Brothers 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.
-24-
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<PAGE>
(h) Lehman Brothers covenants that all Computational Materials
and ABS Term Sheets used by it shall contain a legend substantially as
set forth below:
Collateral Term Sheets (other than the initial Collateral Term Sheet):
"THIS INFORMATION DOES NOT CONSTITUTE EITHER AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES REFERRED
TO HEREIN. OFFERS TO SELL AND SOLICITATIONS OF OFFERS TO BUY THE
SECURITIES ARE MADE ONLY BY, AND THIS INFORMATION MUST BE READ IN
CONJUNCTION WITH, THE FINAL PROSPECTUS SUPPLEMENT AND THE RELATED
PROSPECTUS OR, IF NOT REGISTERED UNDER THE SECURITIES LAWS, THE
FINAL OFFERING MEMORANDUM (THE "OFFERING DOCUMENT"). INFORMATION
CONTAINED HEREIN DOES NOT PURPORT TO BE COMPLETE AND IS SUBJECT
TO THE SAME QUALIFICATIONS AND ASSUMPTIONS, AND SHOULD BE
CONSIDERED BY INVESTORS ONLY IN THE LIGHT OF THE SAME WARNINGS,
LACK OF ASSURANCES AND REPRESENTATIONS AND OTHER PRECAUTIONARY
MATTERS, AS DISCLOSED IN THE OFFERING DOCUMENT. INFORMATION
REGARDING THE UNDERLYING ASSETS HAS BEEN PROVIDED BY THE ISSUER
OF THE SECURITIES OR AN AFFILIATE THEREOF AND HAS NOT BEEN
INDEPENDENTLY VERIFIED BY LEHMAN BROTHERS INC. OR ANY AFFILIATE.
THE ANALYSES CONTAINED HEREIN HAVE BEEN PREPARED AND DISSEMINATED
BY LEHMAN BROTHERS INC. AND THE CONTENTS AND ACCURACY THEREOF
HAVE NOT BEEN REVIEWED BY THE ISSUER. THIS INFORMATION WAS
PREPARED ON THE BASIS OF CERTAIN ASSUMPTIONS (INCLUDING, IN
CERTAIN CASES ASSUMPTIONS SPECIFIED BY THE RECIPIENT HEREOF)
REGARDING PAYMENTS, INTEREST RATES, WEIGHTED AVERAGE LIVES AND
WEIGHTED AVERAGE LOAN AGE, LOSS AND OTHER MATTERS, INCLUDING, BUT
NOT LIMITED TO, THE ASSUMPTIONS DESCRIBED IN THE OFFERING
DOCUMENT. LEHMAN BROTHERS INC., AND ANY OF ITS AFFILIATES, MAKE
NO REPRESENTATION OR WARRANTY AS TO THE ACTUAL RATE OR TIMING OF
PAYMENTS ON ANY OF THE UNDERLYING ASSETS OR THE PAYMENTS OR YIELD
ON THE SECURITIES. THIS INFORMATION SUPERSEDES ANY PRIOR VERSIONS
HEREOF AND WILL BE DEEMED TO BE SUPERSEDED BY ANY SUBSEQUENT
VERSIONS (INCLUDING, WITH RESPECT TO ANY DESCRIPTION OF THE
SECURITIES OR THE UNDERLYING ASSETS, THE INFORMATION CONTAINED IN
THE OFFERING DOCUMENT)."
(i) For purposes of this Agreement, the term "Lehman Brothers
Information" means such portion, if any, of the information contained
in the Lehman Brothers 8-K that is not Pool Information. "Pool
Information" means the information furnished to the
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<PAGE>
Underwriters by the Company regarding the Mortgage Loans; provided,
however, that if any information that would otherwise constitute Pool
Information is presented in the Lehman Brothers 8-K in a way that is
either inaccurate or misleading in any material respect, such
information shall not be Pool Information.
(j) 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 Lehman Brothers shall be
directed to you at the address set forth on the first page hereof, to the
attention of Stanley P. Labanowski, with a copy to the General Counsel's
office 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 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.
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<PAGE>
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]
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<PAGE>
<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/ Stewart W. Fleming
-----------------------------------
Name: Stewart W. Fleming
Title: Senior Vice President
STANDARD FEDERAL BANCORPORATION, INC.
By: /s/ Joseph E. Krul
-----------------------------------
Name: Joseph E. Krul
Title: Executive Vice President
CONFIRMED AND ACCEPTED, as of
the date first above written:
LEHMAN BROTHERS INC.
By: /s/ Stanley P. Labanowski
----------------------------
Name: Stanley P. Labanowski
Title: Vice President
ABN AMRO INCORPORATED
By: /s/ Maria Fregosi
----------------------------
Name: Maria Fregosi
Title: First Vice President
<PAGE>
<PAGE>
EXHIBIT A
PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
---------------
Dated: _________, ____
To: ABN AMRO MORTGAGE CORPORATION
Re: Underwriting Agreement, dated as of March 19, 1999 (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>
<PAGE>
<TABLE>
<CAPTION>
Original
Principal Remittance Price to
Classes Amount* Rate Public
- ------- --------- ---------- ---------
<S> <C> <C> <C>
**
</TABLE>
* Approximate. Subject to permitted variance in each case of
plus or minus 5%.
** The Class __ 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 ___________, ____.
Remittance Date:
The ____ day of each month (or, if such ____ day is not a
business day, the business day immediately following) commencing __________,
____.
Purchase Price:
The purchase price payable by the Underwriter for the Class __
Certificates is ___% of the aggregate principal balance of the Class __
Certificates as of the Closing Date plus accrued interest at the per annum rate
of ___% from __________, ____ up to but not including the Closing Date.
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<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:
__________ ____ at the [Chicago, Illinois] offices of Mayer, Brown & Platt.
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<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.
LEHMAN BROTHERS INC.
By:
-------------------------------
Name:
Title:
ABN AMRO INCORPORATED
By:
-------------------------------
Name:
Title:
ACCEPTED:
ABN AMRO MORTGAGE CORPORATION
By:
-------------------------------
Name:
Title:
STANDARD FEDERAL BANCORPORATION, INC.
By:
-------------------------------
Name:
Title:
-4-
<PAGE>
<PAGE>
Exhibit I
<TABLE>
<CAPTION>
Original
Principal
Amount of
Name Certificates
---- ------------
<S> <C>
Total ==============
</TABLE>
-5-
<PAGE>
<PAGE>
Exhibit 1.2
PASS-THROUGH CERTIFICATES
ABN AMRO MORTGAGE CORPORATION, DEPOSITOR
TERMS AGREEMENT
---------------
Dated: March 19, 1999
To: ABN AMRO MORTGAGE CORPORATION
Re: Underwriting Agreement, dated as of March 19, 1999 (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 $289,058,229 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, 1999 among
the Company as depositor, LaSalle Home Mortgage Corporation as servicer and
Chase Bank of Texas, National Association as trustee. The terms of the
Certificates are summarized below and are more fully described in the Company's
Prospectus Supplement prepared with respect to the Certificates.
All the provisions (including defined terms) contained in the Underwriting
Agreement are incorporated by reference herein in their entirety and shall be
deemed to be part of this Terms Agreement to the same extent as if such
provisions had been set forth in full herein. The Closing Time referred to in
Section 2 of the Underwriting Agreement shall be 9:00 a.m., Chicago, Illinois
time, on March 24, 1999. 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.
The Underwriters will pay their pro rata share (based upon the principal
amount of Offered Certificates each of the Underwriters has agreed to purchase
as indicated on Exhibit I hereto) of all fees and expenses relating to any
letter of independent certified public accountants delivered in connection with
the Computational Materials.
<PAGE>
<PAGE>
Series Designation: 1999-2
Terms of the Certificates and Underwriting Compensation:
<TABLE>
<CAPTION>
Original
Principal Interest Price to
Classes Amount Rate * Public
- ---------- ----------- -------- --------
<S> <C> <C> <C>
Class IA-1 $42,900,000 6.15%
Class IA-2 $31,622,000 6.30%
Class IA-3 $2,000,000 6.35%
Class IA-4 $60,800,000 6.40%
Class IA-5 $33,260,620 +
Class IA-5-1 $4,800,000 6.75%
Class IA-5-2** $6,039,985 6.75%***
Class IA-5-3** $3,152,592 6.75%***
Class IA-5-4 $25,480,000 6.75%++
Class IA-5-5 $2,980,620 0.00%****
Class IA-5-6** $3,292,439 6.75%***
Class IA-6 $5,007,000 6.75%++
Class IA-7 $1,886,509 6.75%++
Class IA-8 $2,000,000 6.75%
Class IM $4,030,000 6.75%
Class IB-1 $1,593,000 6.75%
Class IB-2 $843,000 6.75%
Class IIA $101,508,000 +++
Class IIM $934,000 +++
Class IIB-1 $415,000 +++
Class IIB-2 $259,000 +++
Class R ***** $100 6.75%
</TABLE>
* Interest distributed to the Offered Certificates on each
Distribution Date will have accrued during the preceding
calendar month at the applicable per annum Interest Rate (as
defined in the Prospectus Supplement).
** Not entitled to receive distributions of principal.
*** Will accrue interest on the related Notional Amounts as
described in the Prospectus Supplement.
**** Will not be entitled to distributions of interest and will only
receive principal in respect of the Loans with Pass-Through Rates
that are less than 6.750% per annum.
<PAGE>
<PAGE>
***** Will be comprised of two Components, Component R-1, which
represents the sole residual interest in REMIC I (as defined in
the Prospectus Supplement), and Component R-2, which represents
the sole residual interest in REMIC II (as defined in the
Prospectus Supplement).
+ The Class IA-5 Certificates will be comprised of Component
IA-5-1, Component IA-5-2, Component IA-5-3, Component IA-5-4,
Component IA-5-5 and Component IA-5-6.
++ Interest accrued on this class of certificates will initially be
added to its principal balance rather than distributed to the
holders of this class of certificates on each distribution date.
+++ The interest rate on this class of certificates will initially
equal approximately 6.24126% and subsequently will be equal to
the weighted average interest rate on the Group II Loans (as
defined in the Prospectus Supplement), less a fee for the
servicing of the Group II Loans.
Certificate Rating:
Standard & Poor's, A Division of the McGraw-Hill Companies, Inc. ("S&P")
and Fitch IBCA, Inc. ("Fitch") shall each assign a rating of "AAA" to the Class
IA and Class IIA Certificates and Class R Certificate. Fitch shall assign a
rating of not less than"AA" to the Class IM Certificates and the Class II M
Certificates, not less than"A" to the Class IB-1 Certificates and the Class
IIB-1 Certificates and not less than "BBB" to the Class IB-2 Certificates and
the Class IIB-2 Certificates.
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, 1999.
Distribution Date:
<PAGE>
<PAGE>
The 25th day of each month (or, if such 25th day is not a business day, the
business day immediately following) commencing April 1999.
Purchase Price:
The purchase price payable by the Underwriters for the Certificates is
99.65% of the aggregate principal balance of the Certificates as of the Closing
Date plus accrued interest from March 1, 1999 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 24, 1999 at the Chicago, Illinois offices of Mayer, Brown & Platt.
<PAGE>
<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.
LEHMAN BROTHERS INC.
By: /s/ Stanley P. Labanowski
-----------------------------
Name: Stanley P. Labanowski
Title: Vice President
ABN AMRO INCORPORATED
By: /s/ Maria Fregosi
-----------------------------
Name: Maria Fregosi
Title: First Vice President
ACCEPTED:
ABN AMRO MORTGAGE CORPORATION
By: /s/ Stewart W. Fleming
-----------------------------
Name: Stewart W. Fleming
Title: Senior Vice President
STANDARD FEDERAL BANCORPORATION, INC.
By: /s/ Joseph E. Krul
-----------------------------
Name: Joseph E. Krul
Title: Executive Vice President
<PAGE>
<PAGE>
Exhibit I
<TABLE>
<CAPTION>
Original
Principal
Amount of
Name Certificates
- ---- ------------
<S> <C>
LEHMAN BROTHERS INC. 100% of the Certificates
Total $289,058,229
</TABLE>
<PAGE>
<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, 1999
----------------
$291,235,050.70
Mortgage Pass-Through Certificates
SERIES 1999-2
================================================================================
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C> <C>
PRELIMINARY STATEMENT..........................................................1
ARTICLE I DEFINITIONS.....................................................4
ARTICLE II CONVEYANCE OF TRUST FUND;
ORIGINAL ISSUANCE OF CERTIFICATES..............................42
Section 2.1. Conveyance of Trust Fund.......................................42
Section 2.2. Acceptance by Trustee..........................................46
Section 2.3. Representations and Warranties of the Depositor................48
Section 2.4. Authentication and Delivery of Certificates; Designation
of Certificates as REMIC Regular and Residual Interests....51
Section 2.5. Designation of Startup Day.....................................52
Section 2.6. No Contributions...............................................53
Section 2.7. Representations and Warranties of the Servicer.................53
ARTICLE III ADMINISTRATION AND SERVICING OF LOANS...........................54
Section 3.1. Servicer to Act as Servicer; Administration of the Loans.......54
Section 3.2. Collection of Certain Loan Payments; Certificate
Account....................................................57
Section 3.3. Permitted Withdrawals from the Custodial Account for
P&I........................................................59
Section 3.4. Taxes, Assessments and Similar Items; Escrow Accounts..........60
Section 3.5. Maintenance of Insurance.......................................61
Section 3.6. Enforcement of Due-on-Sale Clauses; Assumption and
Substitution Agreements....................................63
Section 3.7. Realization upon Defaulted Loans...............................64
Section 3.8. Trustee to Cooperate; Release of Mortgage Files................66
Section 3.9. Servicing Compensation.........................................66
Section 3.10. Reports to the Trustee; Custodial Account for P&I
Statements.................................................67
Section 3.11. Annual Statement as to Compliance..............................67
Section 3.12. Annual Independent Public Accountants' Servicing
Report.....................................................68
Section 3.13. Access to Certain Documentation and Information
Regarding the Loans........................................68
Section 3.14. [Reserved].....................................................68
Section 3.15. Sale of Defaulted Loans and REO Properties.....................68
Section 3.16. Delegation of Duties...........................................70
</TABLE>
i
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
Section 3.17. [Reserved].....................................................70
Section 3.18. [Reserved].....................................................70
Section 3.19. Appointment of a Special Servicer..............................70
Section 3.20. Allocation of Realized Losses..................................70
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS; ADVANCES; STATEMENTS
AND REPORTS....................................................72
Section 4.1. Distributions to Certificateholders............................72
Section 4.2. Statements to Certificateholders...............................74
Section 4.3. Advances by the Servicer; Distribution Reports to the
Trustee....................................................75
Section 4.4. Nonrecoverable Advances........................................76
Section 4.5. Foreclosure Reports............................................77
Section 4.6. Adjustment of Servicing Fees with Respect to Payoffs...........77
Section 4.7. Prohibited Transactions Taxes and Other Taxes..................77
Section 4.8. Tax Administration.............................................78
Section 4.9. Equal Status of Servicing Fee..................................79
Section 4.10. Appointment of Paying Agent and Certificate
Administrator..............................................79
ARTICLE V THE CERTIFICATES...............................................79
Section 5.1. The Certificates...............................................79
Section 5.2. Certificates Issuable in Classes; Distributions of Principal
and Interest; Authorized Denominations.....................86
Section 5.3. Registration of Transfer and Exchange of Certificates..........86
Section 5.4. Mutilated, Destroyed, Lost or Stolen Certificates..............87
Section 5.5. Persons Deemed Owners..........................................87
Section 5.6. Temporary Certificates.........................................88
Section 5.7. Book-Entry for Book-Entry Certificates.........................88
Section 5.8. Notices to Clearing Agency.....................................89
Section 5.9. Definitive Certificates........................................89
Section 5.10. Office for Transfer of Certificates............................90
ARTICLE VI THE DEPOSITOR AND THE SERVICER.................................90
Section 6.1. Liability of the Depositor and the Servicer....................90
Section 6.2. Merger or Consolidation of the Depositor or the Servicer.......90
Section 6.3. Limitation on Liability of the Servicer and Others.............91
Section 6.4. Servicer Not to Resign.........................................91
ARTICLE VII DEFAULT........................................................92
</TABLE>
ii
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
Section 7.1. Events of Default..............................................92
Section 7.2. Other Remedies of Trustee......................................93
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..............................94
Section 7.6. Notification to Certificateholders.............................96
ARTICLE VIII CONCERNING THE TRUSTEE.........................................96
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 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.............................................102
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..........................................104
Section 8.14. Bloomberg.....................................................105
Section 8.15. Reports to Securities and Exchange Commission.................105
ARTICLE IX TERMINATION...................................................106
Section 9.1. Termination upon Purchase by the Depositor or
Liquidation of All Loans..................................106
Section 9.2. Trusts Irrevocable............................................107
Section 9.3. Additional Termination Requirements...........................107
ARTICLE X MISCELLANEOUS PROVISIONS......................................108
Section 10.1. Amendment.....................................................108
Section 10.2. Recordation of Agreement......................................109
Section 10.3. Limitation on Rights of Certificateholders....................110
Section 10.4. Governing Law; Jurisdiction...................................110
Section 10.5. Notices.......................................................110
Section 10.6. Severability of Provisions....................................111
</TABLE>
iii
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS
<S> <C> <C>
Exhibit A - Forms of Class IA, Class IIA and Subordinate Certificates
Exhibit B - Form of Residual Certificate
Exhibit C - [Reserved]
Exhibit D - Schedule of Loans
Exhibit E - Fields of Loan Information
Exhibit F - Form of Transferor Certificate for Privately Offered Certificates
Exhibit G - Form of Transferee's Certificate for Privately Offered Certificates
Exhibit H - [Reserved]
Exhibit I - Form of Transferor Certificate
Exhibit J - Form of Transferee Affidavit and Agreement
Exhibit K - Form of Additional Matter Incorporated into the Form of the
Certificates
Exhibit L - Form of Rule 144A Investment Representation
Exhibit M - [Reserved]
Exhibit N - [Reserved]
Exhibit O - Planned Principal Balances
Exhibit P - Targeted Principal Balances
Exhibit Q - Bloomberg Data
Exhibit R - Form of Special Servicing and Collateral Fund Agreement
</TABLE>
iv
<PAGE>
<PAGE>
This Pooling and Servicing Agreement, dated and effective as of March 1,
1999 (this "Agreement"), is executed by and among ABN AMRO Mortgage Corporation,
as depositor (the "Depositor"), LaSalle Home Mortgage Corporation, as servicer
(the "Servicer"), and Chase Bank of Texas, National Association, as trustee (the
"Trustee"). Capitalized terms used in this Agreement and not otherwise defined
have the meanings ascribed to such terms in Article I hereof.
PRELIMINARY STATEMENT
The Depositor at the Closing Date is the owner of the 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 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 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 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 IB-3, Class
IB-4, Class IB-5, Class IIB-3, Class IIB-4 and Class IIB-5 Certificates have
been offered for sale pursuant to a Prospectus, dated September 18, 1998, and a
Prospectus Supplement, dated March 19, 1999, of the Depositor (together, the
"Prospectus"). The Class IB-3, Class IB-4, Class IB-5, Class IIB-3, Class IIB-4
and Class IIB-5 Certificates have been offered for sale pursuant to a Private
Placement Memorandum dated March 24, 1999. 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 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
<PAGE>
<PAGE>
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 Loan
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
Principal Last Scheduled
Remittance or Notional Distribution
Designation Rate(1) Balance Date*
- ----------- ------- ------- -----
<S> <C> <C> <C>
Class IA-1 6.15% $ 42,900,000.00 April 25, 2029
Class IA-2 6.30% 31,622,000.00 April 25, 2029
Class IA-3 6.35% 2,000,000.00 April 25, 2029
Class IA-4 6.40% 60,800,000.00 April 25, 2029
Class IA-5 8.67885%(2) 33,260,620.92 April 25, 2029
Class IA-6 6.75%(3) 5,007,000.00 April 25, 2029
Class IA-7 6.75%(4) 1,886,509.00 April 25, 2029
Class IA-8 6.75% 2,000,000.00 April 25, 2029
Class IM 6.75% 4,030,000.00 April 25, 2029
Class IB-1 6.75% 1,593,000.00 April 25, 2029
Class IB-2 6.75% 843,000.00 April 25, 2029
Class IB-3 6.75% 656,000.00 April 25, 2029
Class IB-4 6.75% 375,000.00 April 25, 2029
Class IB-5 6.75% 469,701.55 April 25, 2029
Class R'D' 6.75% 100.00(5) April 25, 2029
Class IIA (6) 101,508,000.00 March 25, 2014
Class IIM (6) 934,000.00 March 25, 2014
Class IIB-1 (6) 415,000.00 March 25, 2014
Class IIB-2 (6) 259,000.00 March 25, 2014
Class IIB-3 (6) 312,000.00 March 25, 2014
Class IIB-4 (6) 208,000.00 March 25, 2014
Class IIB-5 (6) 156,119.23 March 25, 2014
</TABLE>
* The Distribution Date in the month after the maturity date for the latest
maturing Loan.
2
<PAGE>
<PAGE>
'D' The Class R Certificate is entitled to receive the Residual Distribution
Amount and Excess Liquidation Proceeds.
(1) Interest distributed to the Certificates (other than the Principal Only
Component) on each Distribution Date will have accrued during the
preceding calendar month at the applicable per annum Remittance Rate.
(2) For purposes of calculating distributions, the Class IA-5 Certificates
will each be comprised of six Components having the designations, initial
Component Principal Balances and Remittance Rates set forth below:
<TABLE>
<CAPTION>
Initial Component Principal
Designation or Notional Balance Remittance Rate
----------- ------------------- ---------------
<S> <C> <C>
Component IA-5-1 $ 4,800,000.00 6.75%
Component IA-5-2 6,039,985.19 6.75%(A)
Component IA-5-3 3,152,592.59 6.75%(B)
Component IA-5-4 25,480,000.00 6.75%(C)
Component IA-5-5 2,980,620.92 0.00%(D)
Component IA-5-6 3,292,439.95 6.75%(E)
</TABLE>
(A) Component IA-5-2 will accrue interest on the Component IA-5-2
Notional Amount. Component IA-5-2 will not be entitled to receive
distributions of principal.
(B) Component IA-5-3 will accrue interest on the Component IA-5-3
Notional Amount. Component IA-5-3 will not be entitled to receive
distributions of principal.
(C) On each Distribution Date, an amount equal to the Component
IA-5-4 Accrual Amount will be added to the Component IA-5-4
Principal Balance and such amount will be distributed as
principal to other Components and Classes of the Class IA
Certificates as described herein and will not be distributed as
interest to Component IA-5-4.
(D) Component IA-5-5 will not be entitled to distributions of
interest and will receive principal only in respect of the Group
I Loans.
(E) Component IA-5-6 will accrue interest on the Component IA-5-6
Notional Amount. Component IA-5-6 will not be entitled to receive
distributions of principal.
(3) On each Distribution Date, an amount equal to the Class IA-6 Accrual
Amount will be added to the Class IA-6 Principal Balance, and such
amount will be distributed as principal to other Components and Classes
of the Class IA Certificates as described herein and will not be
distributed as interest to the Class IA-6 Certificates.
(4) On each Distribution Date, an amount equal to the Class IA-7 Accrual
Amount will be added to the Class IA-7 Principal Balance, and such
amount will be distributed as principal to other Components and Classes
of the Class IA Certificates as described herein and will not be
distributed as interest to the Class IA-7 Certificates.
(5) 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).
(6) The Remittance Rate on this Class of Certificates will be equal to the
weighted average interest rate on the Group II Loans (less a fee for the
servicing of the Group II Loans).
3
<PAGE>
<PAGE>
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:
Accrual Certificates: The Class IA-6 Certificates and the Class IA-7
Certificates.
Accrual Component: Component IA-5-4 of the Class IA-5 Certificates.
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.
Agreement: This Pooling and Servicing Agreement and all amendments and
supplements hereto.
ALTA: The American Land Title Association, or any successor.
Anniversary: Each anniversary of the Cut-off Date.
Appraised Value: The amount set forth in an appraisal made by or for the
mortgage originator in connection with its origination of each Loan.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction where the related Mortgaged Property
4
<PAGE>
<PAGE>
is located to reflect of record the sale and assignment of the Loan to the
Trustee, which assignment, notice of transfer or equivalent instrument may, if
permitted by law, be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county.
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 R Certificate), an initial Certificate Principal Balance equal to
$25,000 each 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: As determined separately for each Loan
Group, the sum of the following amounts:
(1) the total amount of all cash received by or on behalf of the
Servicer with respect to such related Loans by the Determination Date
for such Distribution Date and not previously distributed (including
Liquidation Proceeds), except:
(a) all Prepaid Monthly Payments;
(b) all Curtailments received after the applicable
Prepayment Period (together with any interest payment received
with such prepayments to the extent that it represents the
payment of interest accrued on a related Loan subsequent to the
applicable Prepayment Period);
(c) all Payoffs received after the applicable Prepayment
Period (together with any interest payment received with such
Payoffs to the extent that it represents the payment of interest
accrued on such Loan for the period subsequent to the applicable
Prepayment Period);
(d) Insurance Proceeds and Liquidation Proceeds on such
Loans received after the applicable Prepayment Period;
(e) all amounts in the Custodial Account for P&I which are
due and reimbursable to the Servicer pursuant to the terms of
this Agreement;
(f) the Servicing Fee for each such Loan; and
(g) Excess Liquidation Proceeds;
5
<PAGE>
<PAGE>
(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 related
Loans;
(3) to the extent advanced by the Servicer and not previously
distributed, any amount payable as Compensating Interest by the Servicer
on such Distribution Date relating to such related 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 Loan.
Bankruptcy Coverage: As of the Cut-Off Date, $100,000 for Loan Group I
and $100,000 for Loan Group II, and thereafter, the initial Bankruptcy Coverage
amount for such Loan Group, less (a) any scheduled or permissible reduction in
the applicable amount of Bankruptcy Coverage pursuant to this definition and (b)
Bankruptcy Losses in either Loan Group allocated to the related Certificates.
The Applicable Bankruptcy Coverage may be reduced upon written confirmation from
each Rating Agency that such reduction will not adversely affect the then
current ratings assigned to the related Certificates by each Rating Agency.
Bankruptcy Loss: A loss on a Loan arising out of (i) a reduction in the
scheduled Monthly Payment for such 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 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 Loan.
Beneficial Holder: A Person holding a beneficial interest in any
Book-Entry Certificate as or through a DTC Participant or an Indirect DTC
Participant or a Person holding a beneficial interest in any Definitive
Certificate.
Book-Entry Certificates: The Class IA Certificates, the Class IM
Certificates, the Class IB-1 Certificates, the Class IB-2 Certificates, the
Class IIA Certificates, the Class IIM Certificates, the Class IIB-1 Certificates
and the Class IIB-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
6
<PAGE>
<PAGE>
set forth in Exhibits A and B hereto. The additional matter appearing in Exhibit
K shall be deemed incorporated into Exhibits A and B as though set forth at the
end of Exhibit A and at the end of Exhibit B, as applicable.
Certificate Account: The separate trust account created and maintained
with the Trustee or any other bank or trust company acceptable to each 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 each Rating Agency. Funds in the Certificate Account in respect of
the Loans and amounts withdrawn from the Certificate Account attributable to the
Loans shall be accounted for separately. If the Trustee has appointed a
Certificate Administrator pursuant to Section 4.10, funds on deposit in the
Certificate Account may be invested in Eligible Investments and reinvestment
earnings thereon shall be paid to the Certificate Administrator as additional
compensation for the Certificate Administrator's performance of the duties
delegated to it by the Trustee. Funds deposited in the Certificate Account
(exclusive of the Servicing Fee) shall be held in trust for the
Certificateholders and for the uses and purposes set forth in Section 3.2,
Section 3.3 and Section 4.1.
Certificate Account Statement: With respect to the Certificate Account,
a statement delivered by the Certificate Administrator to the Trustee pursuant
to Section 3.10.
Certificate Administrator: Any Certificate Administrator appointed by
the Trustee as provided pursuant to Section 4.10. Initially, the Certificate
Administrator will be LaSalle National Bank.
Certificate Administrator and Trustee Fee: For each 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 Group I or Group II Credit Support Depletion Date, the applicable Available
Distribution Amount for the related Group I or Group II Loans shall be
distributed to the related Certificates in the following amounts and priority:
(a) with respect to the Group I Senior Certificates and
Components, to the extent of the Group I Available
Distribution Amount on such Distribution Date:
(i) First, principal to Component IA-5-5 of the
Class IA-5 Certificates, the Group I Discount
Fractional Principal Amount;
(ii) Second, to the Group I Senior Certificates and
Components, concurrently, the sum of the applicable
Interest Distribution Amounts for such Classes and
Components of Certificates remaining unpaid
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from previous Distribution Dates, pro rata
according to their respective shares of such unpaid
amounts; provided, however, that on or before the
Component IA-5-4 Accretion Termination Date, the
Class IA-6 Accretion Termination Date and the Class
IA-7 Accretion Termination Date, the amount that
would otherwise be payable to the Class IA-6
Certificates and Class IA-7 Certificates and
Component IA-5-4 of the Class IA-5 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;
(iii) Third, (a) to the Group I Senior Certificates and
Components, concurrently, the sum of the applicable
Interest Distribution Amounts for such Classes and
Components (other than the Principal Only
Component) of Certificates for the current
Distribution Date, pro rata according to their
respective Interest Distribution Amounts;
(b) on or before the Component IA-5-4 Accretion
Termination Date, the Class IA-6 Accretion
Termination Date and the Class IA-7
Accretion Termination Date, the Component
IA- 5-4 Accrual Amount, the Class IA-6
Accrual Amount and the Class IA-7 Accrual
Amount, as principal, as follows:
(1) to the Class IA-4 Certificates, to
the extent necessary to reduce the
Certificate Principal Balance of
such Certificates to their first
Targeted Principal Balance;
(2) to Component IA-5-4 of the Class
IA-5 Certificates, to the extent
necessary to reduce the Principal
Balance of such Component to its
first Targeted Principal Balance;
(3) to the Class IA-6 and Class IA-7
Certificates, sequentially, until
the Certificate Principal Balances
of such Certificates have been
reduced to zero;
(4) to the Class IA-4 Certificates, to
the extent necessary to reduce the
Certificate Principal Balance of
such Certificates to their second
Targeted Principal
Balance;
(5) to Component IA-5-4 of the Class
IA-5 Certificates, to the extent
necessary to reduce the Principal
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Balance of such Component to its
second Targeted Principal Balance;
(6) to the Class IA-4 Certificates,
without regard to their first or
second Targeted Principal Balances
until their Certificate Principal
Balance have been reduced to zero;
(7) to Component IA-5-4 of the Class
IA-5 Certificates, without regard
to its first or second Targeted
Principal Balances until its
Component Principal Balance has
been reduced to zero;
(iv) Fourth, to the Group I Senior Certificates and
Components (other than the Principal Only
Component), the Group I Senior Principal Amount as
follows:
(a) first, to the Class R Certificate, until
its Certificate Principal Balance has been
reduced to zero;
(b) second, to the Class IA Certificates (other
than Component IA-5-5 of the Class IA-5
Certificates) concurrently as follows:
(1) 1.1331733092% of the Group I Senior
Principal Amount remaining, to the
Class IA-8 Certificates, until its
Certificate Principal Balance has
been reduced to zero;
(2) 98.8668266908% of the Group I
Senior Principal Amount remaining,
sequentially as follows:
a. first, to the Class IA-1
Certificates, to the extent
necessary to reduce the
principal balance of such
Certificates to their Planned
Principal Balance;
b. second, to the Class IA-2
Certificates and Class IA-3
Certificates, pro rata,
according to their
outstanding Class Principal
Balances, to the extent
necessary to reduce the
Principal Balances of such
Certificates to their Planned
Principal Balances;
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c. third, to Component IA-5-1 of
the Class IA-5 Certificates,
to the extent necessary to
reduce the Principal Balance
of such Component and
Component to its Planned
Principal Balances;
d. fourth, to the Class IA-4
Certificates, to the extent
necessary to reduce the
Certificate Principal Balance
of such Certificates to its
first Targeted Principal
Balance;
e. fifth, to Component IA-5-4 of
the Class IA-5 Certificates,
to the extent necessary to
reduce the Principal Balance
of such Component to its
first Targeted Principal
Balance;
f. sixth, to the Class IA-6 and
Class IA-7 Certificates,
sequentially, until the
Certificate Principal
Balances of such Certificates
have been reduced to zero;
g. seventh, to the Class IA-4
Certificates, to the extent
necessary to reduce the
Certificate Principal Balance
of such Certificates to its
second Targeted Principal
Balance;
h. eighth, to Component IA-5-4
of the Class IA- 5
Certificates, to the extent
necessary to reduce the
Principal Balance of such
Component to its second
Targeted Principal
Balance;
i. ninth, to the Class IA-4
Certificates, without regard
to its first or second
Targeted Principal Balances
until its Certificate
Principal
Balance;
j. tenth, to Component IA-5-4 of
the Class IA-5 Certificates,
without regard to its first
or second Targeted Principal
Balances until its Component
Principal Balance has been
reduced to zero;
k. eleventh, to the Class IA-1
Certificates, without regard
to their Planned Principal
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Balances until the Principal
Balances of such Certificates
have been reduced to zero;
l. twelfth, to the Class IA-2
and Class IA-3 Certificates,
pro rata, according to their
outstanding Class Principal
Balances, without regard to
their Planned Principal
Balances until the Principal
Balances of such Certificates
have been reduced to zero;
m. thirteenth, to Component
IA-5-1 of the Class IA-5
Certificates, without regard
to its Planned Principal
Balance until the Principal
Balances of such Component
has been reduced to zero;
(v) Fifth, to Component IA-5-5 of the Class IA-5
Certificates up to the applicable Subordinate
Principal Amount (determined without regard to the
proviso of such definition) for such Distribution
Date, the portion of the Group I Discount
Fractional Principal Shortfall amount payable to
Component IA-5-5 of the Class IA-5 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; and
(vi) Sixth, to Component IA-5-5 of the Class IA-5
Certificates up to the applicable Subordinate
Principal Amount (determined without regard to the
proviso of such definition) for such Distribution
Date (less any amounts distributed to Component
IA-5-5 of the Class IA-5 Certificates pursuant to
paragraph (I)(a)(v)), the Group I Discount
Fractional Principal Shortfall, provided, that any
amounts distributed in respect of the Group I
Discount Fractional Principal Shortfall pursuant to
paragraph (I)(a)(v) or this paragraph (I)(a)(vi) of
this definition of "Certificate Distribution
Amount" shall not cause a further reduction of the
Component IA-5-5 Component Principal Balance;
(b) with respect to the Group I Subordinate Certificates and
the Class R Certificate, on any Distribution Date prior to
the Group I Credit Support Depletion Date, to the extent
of the Group I Available Distribution Amount remaining:
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(i) First, to the Class IM, IB-1, IB-2, IB-3, IB-4 and
IB-5 Certificates, in their order of seniority, the
following:
(1) their respective amounts of previously
unpaid and then current Interest
Distribution Amounts;
(2) their pro rata share, according to their
respective Class Principal Balances, of the
applicable Subordinate Principal Amount
allocable pursuant to the definition of
"Subordinate Principal Amount" herein, until
their Principal Balances have been reduced
to zero;
(ii) Second, to the Group I Subordinate Certificates in
their 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)(b)(ii) of this definition of
"Certificate Distribution Amount" shall not cause a
further reduction in the Class Principal Balances
of the Group I Subordinate Certificates; and
(iii) Third, to the Class R Certificate, the Group I
Residual Distribution Amount;
(c) with respect to the Class IIA Certificates, to the extent
of the Group II Available Distribution Amount on such
Distribution Date:
(i) First, to the Class IIA Certificates, the sum of
the applicable Interest Distribution Amounts for
such Class of Certificates remaining unpaid from
previous Distribution Dates;
(ii) Second, to the Class IIA Certificates, the sum of
the applicable Interest Distribution Amounts for
such Class of Certificates for the current
Distribution Date;
(iii) Third, to the Class IIA Certificates, the Group II
Senior Principal Amount;
(d) with respect to the Group II Subordinate Certificates and
the Class R Certificate, on any Distribution Date prior to
the Credit Support Depletion Date, to the extent of the
Group II Available Distribution Amount remaining:
(i) First, to the Class IIM, IIB-1, IIB-2, IIB-3, IIB-4
and IIB-5 Certificates, in their order of
seniority, the following:
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<PAGE>
(1) their respective amounts of previously
unpaid and then current Interest
Distribution Amounts;
(2) their pro rata share, according to their
respective Class Principal Balances, of the
applicable Subordinate Principal Amount
allocable pursuant to the definition of
"Subordinate Principal Amount" herein, until
their Principal Balances have been reduced
to zero;
(ii) Second, to the Group II Subordinate Certificates in
their 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)(d)(ii) of this definition of
"Certificate Distribution Amount" shall not cause a
further reduction in the Class Principal Balances
of the Group II Subordinate Certificates; and
(iii) Third, to the Class R Certificate, the Group II
Residual Distribution Amount;
(II) For any Distribution Date on or after the Group I or Group II
Credit Support Depletion Date, as applicable, the applicable Available
Distribution Amount for the related Group I or Group II Loans shall be
distributed to the related Certificates in the following order of priority:
(a) with respect to the Group I Senior Certificates, to the
extent of the Group I Available Distribution Amount on
such Distribution Date:
(i) First, to Component IA-5-5 of the Class IA-5
Certificates the Group I Discount Fractional
Principal Amount;
(ii) Second, to the Group I Senior Certificates
(including the Accrual Certificates and Accrual
Component, but excluding the Principal Only
Component), previously unpaid and then current
Interest Distribution Amounts, pro rata, according
to such amount payable to the extent of amounts
available;
(iii) Third, to the Group I Senior Certificates (other
than the Interest Only Components and Principal
Only Component), the Group I Senior Principal
Amount, pro rata, according to their respective
Class Principal Balances (other than the Interest
Only Components and the Principal Only Component);
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<PAGE>
<PAGE>
(iv) Fourth, to the Group I Senior Certificates, pro
rata, according to their respective Class Principal
Balances or Component Principal Balances, the
amount of unreimbursed Realized Losses previously
allocated to such Class; and
(v) Fifth, to the Class R Certificate, the Group I
Residual Distribution Amount for such Distribution
Date.
(b) with respect to the Class IIA Certificates and Class R
Certificate, to the extent of the Group II Available
Distribution Amount on such Distribution Date:
(i) First, to the Class IIA Certificates, previously
unpaid and then current Interest Distribution
Amounts, pro rata, according to such amount payable
to the extent of amounts available;
(ii) Second, to the Class IIA Certificates, the Group II
Senior Principal Amount;
(iii) Third, to the Class IIA Certificates, the amount of
unreimbursed Realized Losses previously allocated
to such Class; and
(iv) Fourth, to the Class R Certificate, the Group II
Residual Distribution Amount for such Distribution
Date.
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. Initially,
the Certificate Registrar shall be LaSalle National Bank.
Certificateholder or Holder: The person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor, the Certificate Administrator, the Servicer or any
affiliate thereof shall be deemed not to be outstanding and the Percentage
Interest evidenced thereby shall not be taken into account in determining
whether the requisite percentage of Percentage Interests necessary to effect any
such consent has been obtained; provided, that the Trustee, the Certificate
Registrar and the Paying Agent may conclusively rely upon an Officer's
Certificate to determine whether any Person is an affiliate of the Depositor,
the Certificate Administrator or the Servicer.
Certificateholders' Report: As defined in Section 4.2(a).
14
<PAGE>
<PAGE>
Class: All Certificates having the same priority and rights to payments
from the applicable Available Distribution Amount, designated as a separate
Class, as set forth in the forms of Certificates attached hereto as Exhibits A
and B.
Class A Certificates: The Class IA Certificates and Class IIA
Certificates, collectively.
Class IA-6 Accretion Termination Date: The earlier to occur of (i) the
Distribution Date on which the Class IA-4 and Component IA-5-4 Principal
Balances have been reduced to zero and (ii) the Group I Credit Support Depletion
Date.
Class IA-6 Accrual Amount: For any Distribution Date, an amount equal to
the accrued interest that would otherwise be distributable in respect of the
Class IA-6 Certificates on such Distribution Date and which will be added to the
Class IA-6 Principal Balance.
Class IA-7 Accretion Termination Date: The earlier to occur of (i) the
Distribution Date on which the Class IA-4, Component IA-5-4 and Class IA-6
Principal Balances have been reduced to zero and (ii) the Group I Credit Support
Depletion Date.
Class IA-7 Accrual Amount: For any Distribution Date, an amount equal to
the accrued interest that would otherwise be distributable in respect of the
Class IA-7 Certificates on such Distribution Date and which will be added to the
Class IA-7 Principal Balance.
Class IA Certificates: The Class IA-1, IA-2, IA-3, IA-4, IA-5, IA-6,
IA-7 and IA-8 Certificates, collectively, and designated as such on the face
thereof in substantially the forms attached hereto as Exhibits A-1 through A-8,
respectively.
Class IIA Certificates: The Class IIA Certificates, designated as such
on the face thereof in substantially the form attached hereto as Exhibit A-15.
Class Principal Balance: For any Class of Certificates (other than the
Class IA-5 Certificates), the applicable initial Class Principal Balance 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 Loans, as reduced from time to time by (x)
distributions of principal to Certificateholders of such Class 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". Notwithstanding the foregoing,
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<PAGE>
<PAGE>
the Class Principal Balance of the most subordinate Class of Group I Senior
Certificates and Group I Subordinate Certificates outstanding at any time shall
be equal to the aggregate Scheduled Principal Balance of all of the Group I
Loans less the Class Principal Balance of all other Classes of Group I Senior
Certificates and Group I Subordinate Certificates. Similarly, notwithstanding
the foregoing, the Class Principal Balance of the most subordinate Class of
Class IIA Certificates and Group II Subordinate Certificates outstanding at any
time shall be equal to the aggregate Scheduled Principal Balance of all of the
Group II Loans less the Class Principal Balance of all other Classes of Class
IIA Certificates and Group II Subordinate Certificates. The Class Principal
Balance for the Class A-1 Certificates shall be referred to as the "Class A-1
Principal Balance", the Class Principal Balance for the Class A-2 Certificates
shall be referred to as the "Class A-2 Principal Balance" and so on.
Class R Certificate: The Certificate designated as "Class R" on the face
thereof in substantially the form attached hereto as Exhibit B, that is composed
of Components R-1 and R-2, each of which has been designated as the sole class
of "residual interests" in the REMIC I and REMIC II, respectively, pursuant to
Section 2.1.
Class R Certificateholder: The registered Holder of the Class R
Certificate.
Closing Date: March 24, 1999, 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 the
Group I or Group II Loans, as determined separately for each Loan Group,
contained therein, the lesser of (i) the sum of (a) one-twelfth of 0.125% of the
aggregate outstanding Principal Balance of each Group I or Group II Loan, as
applicable, on such Distribution Date, (b) the aggregate Payoff Earnings with
respect to the applicable Loan Group, and (c) the aggregate Payoff Interest with
respect to the applicable Loan Group, and (ii) the aggregate Uncollected
Interest with respect to the applicable Loan Group.
Component: A portion of the Class IA-5 Certificates representing parts
of the entitlement of such Class to principal and/or interest as described in
the Preliminary Statement hereto and the remainder of this Agreement and
hereafter referred to as Component IA-5-1, IA-5-2, IA-5-3, IA-5-4, IA-5-5 and
IA-5-6.
Component Notional Amount: With respect to Component IA-5-2 and IA-5-6
of the Class IA-5 Certificates, the corresponding notional amount for such
Component.
Component IA-5-2 Notional Amount: As of the Closing Date approximately
$6,039,985.19, and thereafter, an amount equal to the sum of:
4/45ths of the Principal Balance of the
Class IA-1 Certificates
+
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1/15th of the Principal Balance of the
Class IA-2 Certificates
+
8/135ths of the Principal Balance of the
Class IA-3 Certificates
Component IA-5-3 Notional Amount: As of the Closing Date approximately
$3,152,592.59, and thereafter, an amount equal 7/135ths of the Principal Balance
of the Class IA-4 Certificates.
Component IA-5-4 Accretion Termination Date: The earlier to occur of (i)
the Distribution Date on which the Class IA-4, Class IA-6 and Class IA-7
Principal Balances have been reduced to zero and (ii) the Group I Credit Support
Depletion Date.
Component IA-5-4 Accrual Amount: For any Distribution Date, an amount
equal to the accrued interest that would otherwise be distributable in respect
of Component IA-5-4 of the Class IA-5 Certificates on such Distribution Date and
which will be added to the Component IA-5-4 Component Principal Balance.
Component IA-5-6 Notional Amount: As of the Closing Date approximately
$3,292,439.95, and thereafter, with respect to any Distribution Date will equal
the total Principal Balance, as of the first day of the month of such
Distribution Date, of the Group I Premium Loans multiplied by the following
fraction:
the weighted average of the Pass-Through Rates of the
Group I Premium Loans as of the first day of such month minus 6.75%
-------------------------------------------------------------------
6.75%
Component Principal Balance: For Components IA-5-1, IA-5-4 and A-5-5 of
the Class IA-5 Certificates, the applicable initial Component Principal 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 holders of the Class IA-5 Certificates from principal payments on the Group
I Loans, as reduced from time to time by (x) distributions of principal to the
holders of the Class IA-5 Certificates in respect of 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. 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." Notwithstanding the foregoing, any amounts
distributed in respect of losses pursuant to paragraphs (I)(a)(v) or (I)(a)(vi)
of the definition of "Certificate Distribution Amount" shall not cause a further
reduction in the Component IA-5-5 Component Principal Balances. The Component
Principal Balance for Component IA-5-1 shall be
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<PAGE>
referred to as the "Component IA-5-1 Principal Balance" and the Component
Principal Balance for Component IA-5-4 shall be referred to as the "Component
IA-5-4 Principal Balance." The Component Principal Balance of the Interest Only
Components shall be zero.
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: S. Whitten Rusk III.
Credit Support Depletion Date: As determined separately with respect to
each Loan Group, the first Distribution Date on which the aggregate of the Class
Principal Balances of the Group I or Group II Subordinate Certificates, as
applicable, 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 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
Loan.
Curtailment Shortfall: With respect to any Curtailment applied with a
Monthly Payment, an amount equal to one month's interest on such Curtailment at
the applicable Pass-Through Rate on such Loan.
Custodial Account for P&I: The Custodial Account for Principal and
Interest established and maintained by the Servicer and caused by the 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 each 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.
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Cut-Off Date: March 1, 1999.
Data: As defined in Section 8.14
Defaulted Loan: As of any Determination Date, any Loan for which any
payment of principal of or interest on such 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 Loans as of the Cut-Off Date evidenced by
such Certificate.
Depositary Agreement: The Letter of Representations, dated March 24,
1999 by and among DTC, the Depositor and the Trustee.
Depositor: ABN AMRO Mortgage Corporation, a Delaware corporation, or its
successor-in- interest.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: A day not later than the 10th day preceding a
related Distribution Date.
Disqualified Organization: As defined in Section 5.1(b).
Distribution Date: With respect to distributions on the Certificates,
the 25th day (or, if such 25th day is not a Business Day, the Business Day
immediately succeeding such 25th day) of each month, with the first such date
being April 26, 1999.
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 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.
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Eligible Institution: An institution having (i) the highest short-term
debt rating, and one of the two highest long-term debt ratings of each 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 each Rating Agency, or (iii) the approval of each 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 of 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 Fitch (the initial rating of the Class A Certificates);
(c) demand and time deposits in or certificates of deposit of, or
bankers' acceptances issued by, any bank or trust company, savings and loan
association or savings bank, provided, that the short-term deposit ratings
and/or long-term unsecured debt obligations of such depository institution or
trust company (or in the case of the principal depository institutions in a
holding company system, the commercial paper or long-term unsecured debt
obligations of such holding company) have, in the case of commercial paper, the
highest rating available for such securities by each Rating Agency and, in the
case of long-term unsecured debt obligations, one of the two highest ratings
available for such securities by each Rating Agency, or in each case such lower
rating as will not result in the downgrading or withdrawal of the rating or
ratings then assigned to any Class of Certificates by any Rating Agency but in
no event less than the initial rating of the Group I and Group II 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
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<PAGE>
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 Group I and Group II 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;
(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.
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ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Escrow Account: As defined in Section 3.4.
Escrow Payment: Any payment received by the Servicer for the account of
any Mortgagor for application toward the payment of taxes, insurance premiums,
assessments and similar items in respect of the related Mortgaged Property.
Event of Default: Any event of default as specified in Section 7.1.
Excess Liquidation Proceeds: With respect to any Distribution Date, the
excess, if any, of aggregate Liquidation Proceeds in the applicable Prepayment
Period over the amount that would have been received if a Payoff had been made
on the last day of such applicable Prepayment Period with respect to each Loan
which became a Liquidated Loan during such applicable Prepayment Period.
Exchange Act: The Securities Exchange Act of 1934, as amended.
FDIC: Federal Deposit Insurance Corporation, or any successor thereto.
Federal Funds Rate: means, for any day, the rate set forth in the weekly
statistical release designated as H.15(519), or any successor publication,
published by the Federal Reserve Bank of New York on the preceding Business Day
opposite the caption "Federal Funds (Effective)"; or, if for any relevant day
such rate is not so published on any such preceding Business Day, the rate for
such day will be the arithmetic mean as determined by the Trustee of the rates
for the last transaction in overnight Federal funds arranged before 9:00 a.m.
(New York City time) on that day by each of three leading brokers of Federal
funds transactions in New York City selected by the Trustee.
FHA: Federal Housing Administration, or any successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, or any successor thereto.
Fitch: Fitch IBCA, Inc. provided, that at any time it be a Rating
Agency.
FNMA: Federal National Mortgage Association, or any successor thereto.
Fraud Coverage: As of the Cut-Off Date approximately $1,874,429 for Loan
Group I and $1,037,921 for Loan Group II, and thereafter, the applicable Fraud
Coverage will generally be equal to (1) prior to the third Anniversary, an
amount equal to 1.00% of the aggregate principal balance of all Group I or Group
II Loans, as applicable, as of the Cut-Off Date minus the aggregate amounts
allocated to the related Certificates with respect to Fraud Losses on such Group
I or Group II Loans, as applicable, up to such date of determination and (2)
from the third to the fifth Anniversary, an amount equal to (a) 0.50% of the
aggregate principal balance of all Group I or Group II Loans, as applicable, as
of the most recent Anniversary minus (b) the aggregate amounts allocated to the
related
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Certificates with respect to Fraud Losses on the Group I or Group II Loans, as
applicable, since the most recent Anniversary up to such date of determination.
On and after the fifth Anniversary, the Fraud Coverage for each Loan Group will
be zero. The applicable Fraud Coverage may be reduced upon written confirmation
from each Rating Agency that such reduction will not adversely affect the then
current ratings assigned to the related Certificates by each Rating Agency.
Fraud Loss: The occurrence of a loss on a Loan arising from any action,
event or state of facts with respect to such 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 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 Loan.
Group I Aggregate Certificate Principal Balance: At any given time, the
sum of the then current Class Principal Balances of all Classes of Group I
Senior Certificates and Group I Subordinate Certificates.
Group I Aggregate Subordinate Percentage: For any Distribution Date, the
aggregate of the Class Principal Balances of the Group I Subordinate
Certificates immediately prior to such Distribution Date divided by the
aggregate Scheduled Principal Balance of all of the Group I Loans immediately
prior to such Distribution Date.
Group I Discount Fraction: For any Group I Discount Loan, the following
fraction:
6.75% - the Pass-Through Rate on such Group I Discount Loan
-----------------------------------------------------------
6.75%
Group I Discount Fractional Principal Amount: On each Distribution Date,
an amount equal to the product of the Group I Discount Fraction multiplied by
the sum of (i) scheduled payments of principal on each Group I Discount 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, (ii) the principal portion received in
respect of each Group I Discount Loan during the Prior Period of (a)
Curtailments, (b) Insurance Proceeds, (c) 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 Loan permitted hereunder and (d) Liquidation
Proceeds and (iii) the principal portion of Payoffs received in respect of such
Group I Discount Loan during the applicable Prepayment Period.
Group I Discount Fractional Principal Shortfall: For any Distribution
Date, an amount equal to the Group I Discount Fraction of any Realized Loss on a
Group I Discount Loan, other than a Special Hazard Loss, Fraud Loss or
Bankruptcy Loss in excess of the related Special Hazard Coverage, Fraud Coverage
or Bankruptcy Coverage, as applicable.
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Group I Discount Loan: The Group I Loans having Pass-Through Rates of
less than 6.75%.
Group I Junior Subordinate Certificates: The Class IB-3, IB-4 and IB-5
Certificates, collectively.
Group I Loan: The Loans designated on the Loan Schedule as Group I
Loans.
Group I Premium Loans: All Group I Loans having Pass-Through Rates in
excess of 6.75%.
Group I Senior Certificates: The Class IA Certificates and Class R
Certificate, collectively.
Group I Senior Components: Components IA-5-1, IA-5-2, IA-5-3, IA-5-4,
IA-5-5 and IA-5- 6 of the Class IA-5 Certificates, collectively.
Group I Senior Liquidation Amount: The aggregate, for each Group I Loan
which became a Liquidated Loan during the applicable Prepayment Period, of the
lesser of: (i) the Group I Senior Percentage of the Principal Balance of such
Group I Loan (exclusive of the Group I Discount Fraction thereof, if
applicable), and (ii) the Group I Senior Prepayment Percentage of the
Liquidation Principal with respect to such Group I Loan.
Group I Senior Percentage: As of the Closing Date, approximately 95.68%,
and thereafter, with respect to any Distribution Date, the sum of the Class
Principal Balances of the Group I Senior Certificates (other than the Principal
Only Component) divided by the aggregate Scheduled Principal Balance of all of
the Group I Loans (reduced by the Group I Discount Fraction thereof), in each
case immediately prior to such Distribution Date.
Group I Senior Prepayment Percentage: (i) On any Distribution Date
occurring before the Distribution Date in the month of April, 2004, 100%; (ii)
on any other Distribution Date on which the Group I Senior Percentage for such
Distribution Date exceeds 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 April, 2004 and thereafter, 100%, unless:
(a) the mean aggregate Principal Balance of the 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 Group I
Subordinate Amount as of such Distribution Date, and
(b) cumulative Realized Losses on the Group I Loans allocated to
the Group I Subordinate Certificates are less than or equal to the
following amounts:
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<PAGE>
<TABLE>
<CAPTION>
Percentage of the Subordinate
Distribution Date Occurring In Amount as of the Cut-Off Date
------------------------------ -----------------------------
<S> <C>
April 2004 through March 2005................ 30%
April 2005 through March 2006................ 35%
April 2006 through March 2007................ 40%
April 2007 through March 2008................ 45%
April 2008 and thereafter.................... 50%
</TABLE>
in which case, the Group I Senior Prepayment Percentage shall be as
follows:
<TABLE>
<CAPTION>
Distribution Date Occurring In Senior Prepayment Percentage
------------------------------ ----------------------------
<S> <C>
April 1999 through March 2004........... 100%
April 2004 through March 2005........... Group I Senior Percentage + 70% of Group I Subordinate Percentage
April 2005 through March 2006........... Group I Senior Percentage + 60% of Group I Subordinate Percentage
April 2006 through March 2007........... Group I Senior Percentage + 40% of Group I Subordinate Percentage
April 2007 through March 2008........... Group I Senior Percentage + 20% of Group I Subordinate Percentage
April 2008 and thereafter............... Group I Senior Percentage
</TABLE>
If on any Distribution Date the allocation to the Group I Senior
Certificates (other than the Principal Only Component) and the Group I
Subordinate Certificates of Principal Prepayments in the percentage required
would reduce the sum of the Class Principal Balances of the Group I Senior
Certificates (other than the Principal Only Component) and the Group I
Subordinate 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 Principal Only Component will receive the Group I
Discount Fraction of all principal payments, including, without limitation,
Principal Prepayments, received in respect of each Group I Discount Loan.
Group I Senior Principal Amount: For any Distribution Date, an amount
equal to the sum of (a) the Group I Senior Percentage of the Principal Payment
Amount for the Group I Loans (exclusive of the Group I Discount Fractional
Principal Amount), (b) the Group I Senior Prepayment Percentage of the Principal
Prepayment Amount for the Group I Loans (exclusive of the Group I Discount
Fractional Principal Amount) and (c) the Group I Senior Liquidation Amount.
Group I Subordinate Amount: The excess of the aggregate Scheduled
Principal Balance of the Group I Loans over the Group I Senior Certificate
Principal Balance.
Group I Subordinate Certificates: The Class IM, Class IB-1, Class IB-2,
Class IB-3, Class IB-4 and Class IB-5 Certificates, collectively, and designated
as such on the face thereof in substantially the form attached hereto as
Exhibits A-9 through A-14, respectively and for purposes of this Agreement, the
"order of seniority" from highest to lowest of such certificates shall be the
order designated in the beginning of this definition.
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Group II Aggregate Certificate Principal Balance: At any given time, the
sum of the then current Class Principal Balances of all Classes of Group II
Senior Certificates and Group II Subordinate Certificates.
Group II Aggregate Subordinate Percentage: For any Distribution Date,
the aggregate of the Class Principal Balances of the Group II Subordinate
Certificates immediately prior to such Distribution Date divided by the
aggregate Scheduled Principal Balance of all of the Group II Loans immediately
prior to such Distribution Date.
Group II Interest Rate: For any Distribution Date, will equal the
weighted average of the Pass-Through Rates for the Group II Loans during the
calendar month immediately preceding the month in which the Distribution Date
occurs, based on the scheduled Principal Balances thereof as of the
Determination Date immediately preceding such Distribution Date.
Group II Junior Subordinate Certificates: The Class IIB-3, IIB-4 and
IIB-5 Certificates, collectively.
Group II Loan: The Loans designated on the Loan Schedule as Group II
Loans.
Group II Senior Certificates: The Class IIA Certificates.
Group II Senior Liquidation Amount: The aggregate, for each Group II
Loan which became a Liquidated Loan during the applicable Prepayment Period, of
the lesser of: (i) the Group II Senior Percentage of the Principal Balance of
such Group II Loan, and (ii) the Group II Senior Prepayment Percentage of the
Liquidation Principal with respect to such Group II Loan.
Group II Senior Percentage: As of the Closing Date, approximately
97.80%, and thereafter, with respect to any Distribution Date, the sum of the
Class Principal Balances of the Group II Senior Certificates divided by the
aggregate Scheduled Principal Balance of all of the Group II Loans, 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 April, 2004, 100%; (ii)
on any other Distribution Date on which the Group II Senior Percentage for such
Distribution Date exceeds 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 April, 2004 and thereafter, 100%, unless:
(a) the mean aggregate Principal Balance of the 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 Group II
Subordinate Amount as of such Distribution Date, and
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(b) cumulative Realized Losses on the Group II Loans allocated to
the Group II Subordinate Certificates are less than or equal to the
following amounts:
<TABLE>
<CAPTION>
Percentage of the Subordinate
Distribution Date Occurring In Amount as of the Cut-Off Date
------------------------------ -----------------------------
<S> <C>
April 2004 through March 2005................ 30%
April 2005 through March 2006................ 35%
April 2006 through March 2007................ 40%
April 2007 through March 2008................ 45%
April 2008 and thereafter.................... 50%
</TABLE>
in which case, the Group II Senior Prepayment Percentage shall be as
follows:
<TABLE>
<CAPTION>
Distribution Date Occurring In Senior Prepayment Percentage
------------------------------ ----------------------------
<S> <C>
April 1999 through March 2004........... 100%
April 2004 through March 2005........... Group II Senior Percentage + 70% of Group II Subordinate
Percentage
April 2005 through March 2006........... Group II Senior Percentage + 60% of Group II Subordinate
Percentage
April 2006 through March 2007........... Group II Senior Percentage + 40% of Group II Subordinate
Percentage
April 2007 through March 2008........... Group II Senior Percentage + 20% of Group II Subordinate
Percentage
April 2008 and thereafter............... Group II Senior Percentage
</TABLE>
If on any Distribution Date the allocation to the Group II Senior
Certificates and the Group II Subordinate Certificates of Principal Prepayments
in the percentage required would reduce the sum of the Class Principal Balances
of the Group II Senior Certificates and the Group II Subordinate 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.
Group II Senior Principal Amount: For any Distribution Date, an amount
equal to the sum of (a) the Group II Senior Percentage of the Principal Payment
Amount for the Group II Loans, (b) the Group II Senior Prepayment Percentage of
the Principal Prepayment Amount for the Group II Loans and (c) the Group II
Senior Liquidation Amount.
Group II Subordinate Amount: The excess of the aggregate Scheduled
Principal Balance of the Group II Loans over the Group II Senior Certificate
Principal Balance.
Group II Subordinate Certificates: The Class IIM, Class IIB-1, Class
IIB-2, Class IIB-3, Class IIB-4 and Class IIB-5 Certificates, collectively, and
designated as such on the face thereof in substantially the form attached hereto
as Exhibits A-16 through A-21, respectively and for purposes of this Agreement,
the "order of seniority" from highest to lowest of such certificates shall be
the order designated in the beginning of this definition.
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
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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 Loan or Mortgaged Property, including, without
limitation, any flood insurance policy, primary mortgage insurance policy or
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 Principal Only Component), the amount of interest
accrued on the respective Class Principal Balance, Class Notional Amount,
Component Principal Balance or Component Notional Amount, as applicable, at
1/12th of the related Remittance Rate for such Class or Component during the
applicable Prepayment Period, before giving effect to allocations of Realized
Losses, with respect to the applicable Loan Group, for the applicable Prepayment
Period or distributions to be made on such Distribution Date, reduced by
Uncompensated Interest Shortfall, with respect to the applicable Loan Group, and
the interest portion of Realized Losses, with respect to the applicable Loan
Group, allocated to such Class pursuant to the definition of "Uncompensated
Interest Shortfall" and Section 3.20, provided, however, that (a) in the case of
the Class IA-6 Certificates, such amount shall be reduced by the Class IA-6
Accrual Amount, (b) in the case of the Class IA-7 Certificates, such amount
shall be reduced by the Class IA-7 Accrual Amount and (c) in the case of
Component IA-5-4 of the Class IA-5 Certificates, such amount shall be reduced by
the Component IA-5-4 Accrual Amount. The Interest Distribution Amount for
Component IA-5-5 of the Class IA-5 Certificates on any Distribution Date shall
equal zero.
Interest Only Components: Component IA-5-2, Component IA-5-3 and
Component IA-5-6 of the Class IA-5 Certificates, which will not be entitled to
receive principal.
Interested Person: The Depositor, the Servicer, any Holder of a
Certificate, or any Affiliate of any such Person.
Liquidated Loan: A 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 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 Loan.
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<PAGE>
<PAGE>
Liquidation Expenses: Expenses incurred by the Servicer in connection
with the liquidation of any Defaulted 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 Loan and any unreimbursed expenditures for real property taxes or
for property restoration or preservation relating to the Mortgaged Property that
secured such Loan.
Liquidation Principal: The principal portion of Liquidation Proceeds
received (exclusive, with respect to the Group I Loans, of the Group I Discount
Fractional Principal Amount) with respect to each Loan which became a Liquidated
Loan (but not in excess of the principal balance thereof) during the applicable
Prepayment Period.
Liquidation Proceeds: Amounts after deduction of amounts reimbursable
under Section 3.7 received and retained in connection with the liquidation of
defaulted 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 Loans comprised of Group I Loans.
Loan Group II: The group of Loans comprised of Group II Loans.
Loans: 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, as so identified in the Loan Schedule.
Each of the Loans is referred to individually in this Agreement as a "Loan".
Loan Schedule: The schedule, as amended from time to time, of Loans
attached hereto as Exhibit D, which shall set forth as to each Loan the
following, among other things:
(i) the loan number of the Loan and name of the related Mortgagor;
(ii) the street address of the Mortgaged Property including city,
state and zip code;
(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;
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(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.
Loan-to-Value Ratio: The original principal amount of a Loan divided by
the Original Value; however, references to "current Loan-to-Value Ratio" shall
mean the then current Principal Balance of a Loan divided by the Original Value.
Monthly Payment: The scheduled payment of principal and interest on a
Loan which is due on the related Due Date for such 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 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 1999-2 Attn:
Corporate Trust Department, 600 Travis Street, Houston, TX 77002,
without recourse" and signed in the name of the Seller by an Authorized
Officer showing an unbroken chain of title from the originator thereof
to the person endorsing;
(ii) (a) 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
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<PAGE>
<PAGE>
Purchaser a true and correct copy of such Mortgage, together with (1) 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 (2) 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;
(b) The original Assignment to "Chase Bank of Texas,
National Association, as Trustee," which assignment shall be in form and
substance acceptable for recording, or a copy certified by the Seller as
a true and correct copy of the original Assignment which has been sent
for recordation. Subject to the foregoing, such assignments may, if
permitted by law, be by blanket assignments for Loans covering Mortgaged
Properties situated within the same county. If the Assignment is in
blanket form, a copy of the Assignment shall be included in the related
individual Mortgage File.
(iii) The originals of any and all instruments that modify the
terms and conditions of the Mortgage Note, including but not limited to
modification, consolidation, extension and assumption agreements
including any adjustable rate mortgage (ARM) rider, if any;
(iv) The originals of all required intervening assignments, if
any, with evidence of recording thereon, and if such assignment was
executed pursuant to a power of attorney, a certified true copy of the
power of attorney certified by the recorder's office, with evidence of
recording thereon, or certified by a title insurance company or escrow
company to be a true copy thereof; provided, that if such original
assignment or power of attorney cannot be delivered with evidence of
recording thereon on or prior to the Closing Date because of a delay
caused by the public recording office where such original assignment has
been delivered for recordation or because such original assignment has
been lost, the Seller shall deliver or cause to be delivered to the
Purchaser a true and correct copy of such assignment, together with (a)
in the case of a delay caused by the public recording office, an
Officer's Certificate signed by a Responsible Officer of the Seller
stating that such original assignment has been dispatched to the
appropriate public recording official for recordation or (b) in the 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 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;
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<PAGE>
(vi) The primary mortgage insurance certificate, if any;
(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 Loan, the per annum rate at which
interest accrues on such Loan pursuant to the terms of the related Mortgage
Note.
Mortgage Note: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Loan.
Mortgage Pool: All of the Loans.
Mortgaged Property: With respect to any Loan, the real property,
together with improvements thereto, securing the indebtedness of the Mortgagor
under the related Loan.
Mortgagor: The obligor on a Mortgage Note.
Nonrecoverable Advance: With respect to any Loan, any Advance which the
Servicer shall have determined to be a Nonrecoverable Advance pursuant to
Section 4.4 and which was, or is proposed to be, made by such Servicer.
Non-U.S. Person: A Person that is not a U.S. Person.
Officer's Certificate: With respect to any Person, a certificate signed
both by the Chairman of the Board, the President or a Vice President, and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel, who may be outside or
salaried counsel for the Depositor or the Servicer, or any affiliate of the
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 Loan other than a 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 Loan was
originated or (b) the purchase price paid for the Mortgaged Property by the
Mortgagor. With respect to a Loan originated for the purpose of refinancing
existing
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mortgage debt, the Original Value shall be equal to the Appraised Value of the
Mortgaged Property at the time the 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 Loan, a rate equal to the Mortgage Interest
Rate for such Loan less the applicable per annum percentage rate of the
Servicing Fee. For each 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 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 Loan multiplied by a fraction, the
numerator of which is the number of days elapsed from the Due Date of the last
scheduled payment of principal and interest to, but not including, the date of
such Payoff, and the denominator of which is (a) for Payoffs received on a Due
Date, 360, and (b) for all other Payoffs, 365.
Paying Agent: Any paying agent appointed by the Trustee pursuant to
Section 4.10. Initially, the Paying Agent shall be LaSalle National Bank.
Payoff: Any Mortgagor payment of principal on a Loan equal to the entire
outstanding Principal Balance of such Loan, if received in advance of the last
scheduled Due Date for such Loan and accompanied by an amount of interest equal
to accrued unpaid interest on the Loan to the date of such payment-in-full.
Payoff Earnings: For any Distribution Date with respect to each Loan on
which a Payoff was received by the Servicer during the Prepayment Period, the
aggregate of the interest earned by Servicer from investment of each such Payoff
from the date of receipt of such Payoff until the last day of such Prepayment
Period (net of investment losses).
Payoff Interest: For any Distribution Date with respect to a Loan for
which a Payoff was received by the Servicer during the Prepayment Period, an
amount of interest thereon at the applicable Pass-Through Rate from the first
day of such Prepayment Period to the date of receipt thereof.
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:
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(i) with respect to any Regular Interest Certificate, its
Certificate Principal Balance divided by the applicable Class Principal
Balance; and
(ii) 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, the product of (x) 100.00%
and (y) the percentage calculated by dividing its Certificate Principal
Balance by the Aggregate Certificate Principal Balance; and
(ii) 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 or 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 electing large partnership under Section 775
of the Code, (vi) any Person from whom the Trustee or the Certificate Registrar
has not received an affidavit to the effect that it is not a "disqualified
organization" within the meaning of Section 860E(e)(5) of the Code, and (vii)
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: For any Distribution Date, the amount set
forth in the table attached hereto as Exhibit O for such Distribution Date, for
the Class IA-1, Class IA-2 and Class IA- 3 Certificates and Component IA-5-1 of
the Class IA-5 Certificates.
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Prepaid Monthly Payment: Any Monthly Payment received prior to its
scheduled Due Date, which is intended to be applied to a Loan on its scheduled
Due Date and held in the related Custodial Account for P&I until the Withdrawal
Date following its scheduled Due Date.
Prepayment Period: The calendar month immediately preceding any
Distribution Date.
Principal Balance: At the time of any determination, the principal
balance of a 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 Loan.
In the case of a Substitute Loan, "Principal Balance" shall mean, at the
time of any determination, the principal balance of such Substitute Loan
transferred to the Trust Fund on the date of substitution, reduced by all
amounts distributed or to be distributed to Certificateholders through the
Distribution Date in the month of determination that are reported as allocable
to principal of such Substitute Loan.
The Principal Balance of a Loan (including a Substitute 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 Loan during a calendar month, the Principal Balance
of such 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 Only Component: Component IA-5-5 of the Class IA-5
Certificates.
Principal Payment: Any payment of principal on a Loan other than a
Principal Prepayment.
Principal Payment Amount: On any Distribution Date and for the Loans,
the sum, determined separately for each Loan Group, with respect to the
applicable Loans of (i) the scheduled principal payments on the Loans due on the
related Due Date, (ii) the principal portion of repurchase proceeds received
with respect to any Loan which was repurchased by the Depositor pursuant to a
Purchase Obligation or as permitted by this Agreement during the applicable
Prepayment Period, and (iii) any other unscheduled payments of principal which
were received with respect to any Loan during the applicable Prepayment Period,
other than Payoffs, Curtailments and Liquidation Principal.
Principal Prepayment: Any payment of principal on a Loan which
constitutes a Payoff or a Curtailment.
Principal Prepayment Amount: On any Distribution Date and for the Loans,
the sum, determined separately for each Loan Group, with respect to the related
Loans of (i) Curtailments
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received during the applicable Prepayment Period from such related Loans and
(ii) Payoffs received during the applicable Prepayment Period from the related
Loans.
Pro Rata Allocation: The allocation of the principal portion of losses
relating to a Group I Loan to Group I Senior Certificates (other than the
Principal Only Component and the Interest Only Components) and to the Group I
Subordinate Certificates (in the limited circumstances described below), or
Class IIA Certificates and Group II Subordinate Certificates for losses with
respect to Group II Loans, pro rata according to their respective Certificate
Principal Balances or Component Principal Balances (except if the loss is
recognized with respect to a Group I Discount Loan, in which event the
applicable Group I Discount Fraction of such loss will be allocated to Component
IA-5-5 of the Class IA-5 Certificates, and the remainder of such loss will be
allocated as described above) or, in the case of any of the Accrual Certificate
or Accrual Component, the Certificate Principal Balance of such Certificate or
the Component Principal Balance of such Component on the Closing Date, if lower,
and the allocation of the interest portion of such losses to the Certificates
(other than the Principal Only Component) pro rata according to the amount of
interest accrued but unpaid on each such Class or Component in reduction
thereof.
Purchase Obligation: An obligation of the Depositor to repurchase Loans
under the circumstances and in the manner provided in Section 2.2 or Section
2.3.
Purchase Price: With respect to any Loan to be purchased pursuant to a
Purchase Obligation, or any 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 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 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 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 Fitch, 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 each Rating Agency.
Realized Loss: For any Distribution Date, with respect to any Loan which
became a Liquidated Loan during the related applicable Prepayment Period, the
sum of (i) the principal balance of such Loan remaining outstanding after the
application of Liquidation Proceeds and the principal portion of Nonrecoverable
Advances actually reimbursed with respect to such Loan (the principal
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portion of such Realized Loss), and (ii) the accrued interest on such Loan
remaining unpaid and the interest portion of Nonrecoverable Advances actually
reimbursed with respect to such Loan (the interest portion of such Realized
Loss). For any Distribution Date, with respect to any Loan which is not a
Liquidated Loan, the amount of the Bankruptcy Loss incurred with respect to such
Loan as of the related Due Date.
Record Date: The last Business Day of the month immediately preceding
the month of the related Distribution Date.
Regular Interest Certificates: The Certificates, other than the Class R
Certificate.
REMIC: A real estate mortgage investment conduit, as such term is
defined in the Code.
REMIC I: The pool of assets (other than any Escrow Account or Accounts)
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 Group I Senior Certificates, Group I
Senior Components and Group I Subordinate Certificates, the per annum rate set
forth as the Remittance Rate for such Class or Component in the Preliminary
Statement hereto. For each Class of Group II Senior Certificates and Group II
Subordinate Certificates, the Group II Interest Rate.
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 Group I and Group II Available Distribution Amounts remaining after all
distributions to the Certificates pursuant to the definition of Certificate
Distribution Amount. Upon termination of the obligations created by this
Agreement and the Trust Fund created hereby, the amounts which remain on deposit
in the
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Certificate Account after payment to the Certificateholders of the amounts set
forth in Section 9.1 of this Agreement, and subject to the conditions set forth
therein.
Responsible Officer: When used with respect to the Trustee or any
Seller, the Chairman or Vice-Chairman of the Board of Directors or Trustees, the
Chairman or Vice-Chairman of the Executive or Standing Committee of the Board of
Directors or Trustees, the President, the Chairman of the Committee on Trust
Matters, any Vice-President, any Assistant Vice President, the Secretary, any
Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any
Assistant Cashier, any Trust Officer or Assistant Trust Officer, the Controller,
any Assistant Controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above-designated
officers and in each case having direct responsibility for the administration of
this Agreement, and also, with respect to a particular matter, any other officer
to whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject. When used with respect to the Servicer,
the Chairman or Vice-Chairman of the Board of Directors or Trustees, the
Chairman or Vice-Chairman of the Executive or Standing Committee of the Board of
Directors or Trustees, the President, any Vice-President, the Secretary, any
Assistant Secretary, the Treasurer, any Assistant Treasurer, the Controller and
any Assistant Controller or any other officer of the Servicer customarily
performing functions similar to those performed by any of the above-designated
officers and also, with respect to a particular matter, any other officer to
whom such 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 Rating 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 Loan as of any
Distribution Date, the unpaid principal balance of such 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 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.
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Servicer: LaSalle Home Mortgage Corporation, an Illinois corporation, or
any successor thereto appointed as provided pursuant to Section 7.5, acting to
service and administer such 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 Loan, the fee paid to the Servicer to perform
primary servicing functions with respect to such Loan, equal to the per annum
rate of 0.2500% for each Loan in the Loan Schedule on the outstanding Principal
Balance of such Loan.
Servicing Officer: Any individual involved in, or responsible for, the
administration and servicing of the 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.
Special Hazard Coverage: As of the Cut-Off Date approximately $2,559,271
for Loan Group I and $1,574,851 for Loan Group II, and thereafter on each
anniversary of the Cut-Off Date, the applicable 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 Group I or Group II Loans, as
applicable, located in the single California zip code area containing the
largest aggregate principal balance of such Loans, (b) 1% of the aggregate
unpaid principal balance of the Group I or Group II Loans, as applicable, and
(c) twice the unpaid principal balance of the largest single Group I or Group II
Loan, as applicable, in each case calculated as of the Due Date in the
immediately preceding month, and (2) the initial Special Hazard Coverage amount
as reduced by the Special Hazard Losses allocated to the Group I Senior and
Group I Subordinate Certificates or Class IIA and Group II Subordinate
Certificates since the Cut-Off Date. Special Hazard Coverage may be reduced
upon written confirmation from each Rating Agency that such reduction will not
adversely affect the then current ratings assigned to the applicable
Certificates by each Rating Agency.
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
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government or sovereign power (dejure or defacto), or by an authority
maintaining or using military, naval or air forces, (b) by military, naval or
air forces, or (c) by an agent of any such government, power, authority or
forces; (vi) any weapon of war employing atomic fission or radioactive force
whether in time of peace or war; (vii) insurrection, rebellion, revolution,
civil war, usurped power or action taken by governmental authority in hindering,
combating or defending against such occurrence; or (viii) seizure or destruction
under quarantine or customs regulations, or confiscation by order of any
government or public authority.
Standard Federal Bank: Standard Federal Bank, a Federal Savings Bank.
Subordinate Liquidation Amount: As determined separately with respect to
each Loan Group, the excess, if any, of the aggregate of Liquidation Principal
for the Group I or Group II Loans, as applicable, which became Liquidated Loans
during the applicable Prepayment Period, over the related Senior Liquidation
Amount for such Distribution Date.
Subordinate Percentage: As of the Closing Date, as determined separately
for each Loan Group, approximately 4.32% for Loan Group I and 2.20% for Loan
Group II, and thereafter, with respect to any Distribution Date, the excess of
100% over the applicable Senior Percentage for such date.
Subordinate Prepayment Percentage: As of the Closing Date, determined
separately for each Loan Group, 0% for both Loan Group I and Loan Group II, and
thereafter, with respect to any Distribution Date, the excess of 100% over the
applicable Senior Prepayment Percentage.
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Subordinate Principal Amount: For each Loan Group on any Distribution
Date, will be equal to the sum of:
(1) the applicable Subordinate Percentage of the related Principal
Payment Amount (exclusive of the portion thereof attributable to
the Group I Discount Fractional Principal Amount for Group I
Loans);
(2) the applicable Subordinate Principal Prepayment Amount; and
(3) the applicable Subordinate Liquidation Amount;
provided, however, that the Subordinate Principal Amount applicable to
Group I Loans shall be reduced by the amounts required to be distributed
to the Principal Only Component with respect to the Group I Discount
Fractional Principal Shortfall on such Distribution Date.
Any reduction in the Subordinate Principal Amount pursuant to the proviso above
shall offset the amount calculated pursuant to clause (1), clause (3) and clause
(2), in such order of priority. On any Distribution Date, the applicable
Subordinate Principal Amount shall be allocated pro rata, by Class Principal
Balance, among the Classes of related Group I or Group II Subordinate
Certificates and paid in the order of distribution to such Classes pursuant to
clause (I)(b) 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 applicable
Subordination Level for any Class of Group I or Group II Subordinate
Certificates, as applicable, is less than such percentage as of the Closing
Date, the pro rata portion of the applicable Subordinate Principal Prepayment
Amount otherwise allocable to the Class or Classes junior to such Class will be
distributed to the most senior Class of the applicable Group I or Group II
Subordinate Certificates for which the applicable Subordination Level is less
than such percentage as of the Closing Date, and to the Classes of applicable
Group I or Group II Subordinate Certificates senior thereto, pro rata according
to the Class Principal Balances of such Classes.
Subordinate Principal Prepayment Amount: For each Loan Group on any
Distribution Date, the applicable Subordinate Prepayment Percentage of the
related Principal Prepayment Amount (exclusive, with respect to the Group I
Loans, of the portion thereof attributable to the Group I Discount Fractional
Principal Amount).
Subordination Level: For each Loan Group on any specified date, with
respect to any Class of applicable Group I or Group II Subordinate Certificates,
the percentage obtained by dividing: (1) the sum of the Class Principal Balances
of all Classes of Certificates which are subordinate in right of payment to such
Class as of such date before giving effect to distributions or allocations of
Realized Losses on the Loans on such date; by (2) the sum of the Class Principal
Balances of all Classes of Certificates as of such date before giving effect to
distributions or allocations of Realized Losses on the Loans on such date.
Substitute Loan: As defined in Section 2.2.
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Targeted Principal Balance: For any Distribution Date, the amount set
forth in the table attached hereto as Exhibit P for such Distribution Date, for
the Class IA-4 Certificates and Components IA-5-3 and IA-5-4 of the Class IA-5
Certificates.
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).
Trust Fund: The corpus of the trust created pursuant to Section 2.1 of
this Agreement. The Trust Fund consists of (i) the 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 and amounts on deposit in
Escrow Accounts); (iii) such assets as from time to time may be held by the
Servicer in a Custodial Account for P&I related to the Loans (except amounts
representing the Servicing Fee); (iv) property which secured a Loan and which
has been acquired by foreclosure or deed in lieu of foreclosure after the
Cut-Off Date;(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 Loan or the Mortgage Pool; and (vi) the rights and remedies of the Depositor
contained in Section 8 of the Mortgage Loan Purchase Agreement dated as of
February 24, 1999, between the Seller and the Depositor.
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 Loan
on which a Payoff was made by a Mortgagor during the related Prepayment Period,
an amount equal to one month's interest at the applicable Pass-Through Rate on
such Loan less the amount of interest actually paid by the Mortgagor with
respect to such Payoff.
Uncompensated Interest Shortfall: For any Distribution Date, the excess,
if any, of (i) the sum of (a) aggregate Uncollected Interest and (b) aggregate
Curtailment Shortfall over
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(ii) Compensating Interest, which excess shall be allocated to each Class of
Certificates pro rata according to the amount of interest accrued thereon in
reduction thereof.
Underwriters: Lehman Brothers Inc. and ABN AMRO Incorporated.
U.S. Person: A citizen or resident of the United States, a corporation
or partnership (including an entity treated as a corporation or partnership for
federal income tax purposes) created or organized in, or under the laws of, the
United States or any state thereof or the District of Columbia (except, in the
case of a partnership, to the extent provided in regulations) or an estate whose
income is subject to United States federal income tax regardless of its source,
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 such U.S.
Persons have the authority to control all substantial decisions of the trust. To
the extent prescribed in regulations by the Secretary of the Treasury, which
have not yet been issued, a trust which was in existence on August 20, 1996
(other than a trust treated as owned by the grantor under subpart E of part 1 of
subchapter J of chapter 1 of the Code), and which was treated as a U.S. Person
on August 20, 1996 may elect to continue to be treated as a U.S. Person
notwithstanding the previous sentence.
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 Loan
Schedule with respect to a Loan shall refer to the date upon which the related
Mortgage Note was originated or modified, whichever is later.
ARTICLE II
CONVEYANCE OF TRUST FUND;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.1. Conveyance of Trust Fund. The Depositor, concurrently with
the execution and delivery hereof, does hereby irrevocably sell, convey and
assign to the Trustee and REMIC I without recourse all the right, title and
interest of the Depositor in and to the Trust Fund and to REMIC II without
recourse all the right, title and interest of the Depositor in and to the REMIC
I Regular Interests, for the benefit respectively of REMIC II and the
Certificateholders, including all interest and principal received by the
Depositor with respect to the 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 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 Loans
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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 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 1999-2 Attn:
Corporate Trust Department, 600 Travis Street, Houston, TX 77002,
without recourse" and signed in the name of the Seller by an Authorized
Officer showing an unbroken chain of title from the originator thereof
to the person endorsing;
(ii) (a) 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 (1) 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 (2) 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;
(b) The original Assignment to "Chase Bank of Texas,
National Association, as Trustee," which assignment shall be in form and
substance acceptable for recording, or a copy certified by the Seller as
a true and correct copy of the original Assignment which has been sent
for recordation. Subject to the foregoing, such assignments may, if
permitted by law, be by blanket assignments for Loans covering Mortgaged
Properties situated within the same county. If the Assignment is in
blanket form, a copy of the Assignment shall be included in the related
individual Mortgage File.
(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 (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 mortgagee policy of title insurance (including,
if applicable, the endorsement relating to the negative amortization of
the 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 Loans including, without limitation, all funds
received on or in connection with a 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 Loan which shall be clearly marked to
reflect the ownership of each Loan by the Certificateholders.
It is the express intent of this Agreement that the conveyance of the
Loans by the Depositor to the Trustee as provided in this Section 2.1 be, and be
construed as, a sale of the 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 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 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 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 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 Loans and all amounts
payable to the holders of the 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
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by the Trustee or any Custodian of Mortgage Notes and such other items of
property as constitute instruments, money, negotiable documents or chattel paper
shall be deemed to be "in possession by the secured party" for purposes of
perfecting the security interest pursuant to Section 9-305 of the New York
Uniform Commercial Code; and (d) notifications to persons holding such property,
and acknowledgments, receipts or confirmations from persons holding such
property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the Trustee for the benefit of the Certificateholders for the purpose of
perfecting such security interest under applicable law (except that nothing in
this clause (d) shall cause any person to be deemed to be an agent of the
Trustee for any purpose other than for perfection of such security interest
unless, and then only to the extent, expressly appointed and authorized by the
Trustee in writing). The Depositor and the Trustee, upon directions from the
Depositor, shall, to the extent consistent with this Agreement, take such
actions as may be necessary to ensure that, if this Agreement were deemed to
create a security interest in 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 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
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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 Loans identified
on the Loan Schedule, or (ii) the collectability, insurability, effectiveness or
suitability of any such 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 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 Loan at a price equal to 100% of the
Principal Balance of such 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 Loan or (ii) substitute for any Loan
to which such material defect relates a different mortgage loan (a "Substitute
Loan") maturing no later than and not more than two years earlier than the 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 Loan being substituted for, a Loan-to-Value Ratio equal to or less than the
Loan-to-Value Ratio of the 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
Loan originally been a Loan; provided, however, that if the Principal Balance of
the original Loan exceeds the principal balance of the Substitute Loan, an
amount equal to that difference shall be deposited by the Depositor in the
Certificate Account; provided, further, however, that no such substitution may
occur after 90 days of the Closing Date unless the Trustee shall have received
from the Depositor an Opinion of Counsel to the effect that such substitution
will not adversely affect the REMIC status of REMIC I or REMIC II or constitute
a prohibited transaction or substitution under the REMIC provisions of 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 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
each Rating Agency of any such substitution. For the month of substitution,
distributions to Certificateholders will include the Monthly Payment due on the
Loan being substituted for in such month. The purchase price for the repurchased
Loan or property shall be deposited by the Depositor in the Certificate Account
and in the case of a Substitute 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 Loan being repurchased or substituted for, as the case may be, and shall
execute and deliver or cause to be
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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
Loan or property and the Trustee shall have no further responsibility with
regard to such Loan. It is understood and agreed that the obligation of the
Depositor to substitute a new Loan for or repurchase any 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 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 as of the date of the transfer of the Loans to the
Trustee, the Depositor is the sole owner and holder of each 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;
(iii) that as of the date of initial issuance of the
Certificates, no payment of principal of or interest on or in respect of
any Loan is 30 days or more past due from the Due Date of such Loan;
(iv) that to the best of the Depositor's knowledge, as of the
date of the transfer of the Loans to the Trustee, there is no valid
offset, defense or counterclaim to any Mortgage Note or Mortgage;
(v) that as of the date of the initial issuance of the
Certificates, there is no proceeding pending, or to the best of the
Depositor's knowledge, 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;
(vi) that each 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 Loan was not usurious at the time of origination;
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(vii) that to the best of the Depositor's knowledge, as of the
date of the initial issuance of the Certificates, all insurance premiums
previously due and owing with respect to the Mortgaged Property have
been paid and all taxes and governmental assessments previously due and
owing, and which may become a lien against the Mortgaged Property, with
respect to the Mortgaged Property have been paid;
(viii) 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;
(ix) that each Mortgage is a valid and enforceable first lien on
the property securing the related Mortgage Note, and that each 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 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 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;
(x) 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;
(xi) that each Mortgaged Property consists of a fee simple estate
or a condominium form of ownership in real property;
(xii) the condominium projects that include the condominiums that
are the subject of any condominium loan are generally acceptable to FNMA
or FHLMC;
(xiii) no foreclosure action is threatened or has been commenced
(except for the filing of any notice of default) with respect to the
Loan; and except for payment delinquencies
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not in excess of 30 days, to the best of the Depositor's knowledge,
there is no default, breach, violation or event of acceleration existing
under the Mortgage or the related Mortgage Note and no event which, with
the passage of time or with notice and the expiration of any grace or
cure period, would constitute a default, breach, violation or event of
acceleration; and the Depositor has not waived any default, breach,
violation or event of acceleration;
(xiv) that each Loan was originated on FNMA or FHLMC uniform
instruments for the state in which the Mortgaged Property is located;
(xv) that based upon a representation by each Mortgagor at the
time of origination or assumption of the applicable Loan, 100% of the
Loans measured by Principal Balance were to be secured by owner-occupied
residences and no more than 0% of the Loans measured by Principal
Balance were to be secured by non-owner-occupied residences;
(xvi) that an appraisal of each Mortgaged Property was conducted
at the time of origination of the related 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;
(xvii) that no Loan had a Loan-to-Value Ratio at origination in
excess of 95%;
(xviii) the 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 Loan to
become delinquent or otherwise lose value;
(xix) each 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;
(xx) each Loan is a "qualified mortgage" within the meaning of
Section 860G of the Code without regard to ss. 1.860G-2(f) of the REMIC
Provisions or any similar rule;
(xxi) each Loan that has a Loan-to-Value Ratio in excess of 80%
is covered by a primary mortgage insurance policy; and
(xxii) that no Loan permits negative amortization or the deferral
of accrued interest.
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
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may be. Upon discovery by the Depositor, Servicer, the Trustee or any Custodian
of a breach of any of the foregoing representations and warranties (referred to
herein as a "breach"), without regard to any limitation set forth in such
representation or warranty concerning the knowledge of the Depositor as to the
facts stated therein, which breach materially and adversely affects the
interests of the Certificateholders in the related Loan, the party discovering
such breach shall give prompt written notice to the others and to each Rating
Agency.
Within 90 days of its discovery or its receipt or any Seller's receipt
of notice of breach, the Depositor shall or shall cause such Seller to cure such
breach in all material respects or shall repurchase the Loan or any property
acquired in respect thereof from the Trustee at a repurchase price equal to 100%
of the Principal Balance of such Loan plus accrued interest on such Principal
Balance at the Mortgage Interest Rate to the next scheduled Installment Due Date
of such Loan or remove such Loan from the Trust Fund and substitute in its place
a Substitute Loan or Loans with the characteristics set forth in Section 2.2
above for Substitute Loans; provided, however, that if such breach would cause
the Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure, repurchase or substitution must occur
within 90 days from the date such breach was discovered; provided, further, that
no substitution (or cure which would constitute a loan modification for federal
income tax purposes) may be effected any later than two years after the Closing
Date; provided, further, that as a pre-condition to any substitution (or cure
which would constitute a loan modification for federal income tax purposes) to
be effected later than 90 days after the Closing Date (and within two years of
the Closing Date), the Trustee shall receive from the Depositor an Opinion of
Counsel to the effect that such substitution (or cure which would constitute a
loan modification for federal income tax purposes) will not adversely affect the
REMIC status of REMIC I or REMIC II or constitute a prohibited transaction under
the REMIC Provisions of the Code and, if applicable, the REMIC provisions of the
relevant State. Except as expressly set forth herein, neither the Trustee nor
the Servicer is under any obligation to discover any breach of the above
mentioned representations and warranties. It is understood and agreed that the
obligation of the Depositor or the Seller to repurchase or substitute any 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 the Depositor, the Seller or their respective 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
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Section 860G(a)(1) of the Code) in REMIC II shall consist of the Class
IA Certificates, the Class IIA Certificates, the Group I Subordinate
Certificates and the Group II Subordinate 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 four Pre-Strip Regular Interests, the
Class IA-5-1 Regular Interest, the Class IA-5-4 Regular Interest, the
Class IA-5-5 Regular Interest, the Class IA-5-6 Regular Interest, the
Class IA-6 Regular Interest, the Class IA-7 Regular Interest, the Class
IA-8 Regular Interest, the Class IM Regular Interest, the Class IB-1
Regular Interest, the Class IB-2 Regular Interest, the Class IB-3
Regular Interest, the Class IB-4 Regular Interest, the Class IB-5
Regular Interest, the Class IIA Regular Interest, the Class IIM Regular
Interest, the Class IIB-1 Regular Interest, the Class IIB-2 Regular
Interest, the Class IIB-3 Regular Interest, the Class IIB-4 Regular
Interest and the Class IIB-5 Regular Interest. (The Pre-Strip Regular
Interests shall consist of four REMIC I regular interests, each of which
shall correspond as to principal amount to one of the Class IA-1, Class
IA-2, Class IA-3 and Class IA-4 Certificates.) 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 each of the Class IA-5-1,
IA-5-4, IA-5-5 and IA- 5-6 Components, the Class IA-6, IA-7, IA-8, IM,
IB-1, IB-2, IB-3, IB-4, IB-5, IIA, IIM, IIB- 1, IIB-2, IIB-3, IIB-4 and
IIB-5 Certificates shall each be considered to have been made solely
from the Regular Interest of REMIC I having the same designation. All
principal payments with respect to each of the Class IA-1, IA-2, IA-3,
and IA-4 Certificates shall be considered to have been made solely from
the principal payments of the corresponding Pre-Strip Regular Interest
of REMIC I. All interest payments with respect to the Class IA-1, IA- 2,
IA-3 and IA-4 Certificates and Components IA-5-2 and IA-5-3 shall be
considered to have been made solely from the interest payments of the
Pre-Strip Regular Interests of REMIC I.
The interest rate of each of the REMIC I Regular Interest Classes
IA-5-1, IA-5-4, IA- 5-5, IA-5-6, IA-6, IA-7, IA-8, IM, IB-1, IB-2, IB-3,
IB-4, IB-5, IIA, IIM, IIB-1, IIB-2, IIB-3, IIB-4 and IIB-5 of REMIC I
shall be the same as the Remittance Rate of the Certificate or Component
of REMIC II having the same designation. The Class IA-5-5 Regular
Interest Class shall not bear interest, but will receive principal only
in respect of the Loans.
The Pre-Strip Regular Interests shall each have an interest rate
of 6.75%.
The principal balance of each of the Regular Interests of REMIC I
(except the Pre-Strip Regular Interests, the Class IA-5-2 Regular
Interest, and the Class IA-5-3 Regular Interest) is equal at all times
to the Class Principal Balance or Component Principal Balance of the
Class or Component of REMIC II which has the same designation. The
principal balance of each Pre-Strip Regular Interest is equal at all
times to the Class Principal Balance of the corresponding Class IA-1,
IA-2, IA-3, and IA-4 Certificates. The notional principal
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balance of the Class IA-5-6 Regular Interest is equal at all times to
the Notional Amount of the Component of REMIC II which has the same
designation.
(d) The notional principal balance of the Class IA-5-2 and Class
IA-5-3 Components of REMIC II shall for purposes of the REMIC provisions
be deemed to be composed of four component notional principal balances,
each of which corresponds at all times to the principal balance of a
Pre-Strip Regular Interest.
Section 2.5. Designation of Startup Day. The Closing Date is hereby
designated as the "startup day" of each of REMIC I and REMIC II within the
meaning of Section 860G(a)(9) of the Code.
Section 2.6. No Contributions. The Trustee shall not accept or make any
contribution of cash to the Trust Fund after 90 days of the Closing Date, and
shall not accept or make any contribution of other assets to the Trust Fund
unless, in either case, it shall have received an Opinion of Counsel to the
effect that the inclusion of such assets in the Trust Fund will not cause either
REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Class A
or Group I and Group II Subordinate Certificates are outstanding or subject the
Trust Fund to any tax on contributions to the REMIC under Section 860G(d) of the
Code.
Section 2.7. Representations and Warranties of the Servicer. The
Servicer hereby represents, warrants and covenants to the Trustee for the
benefit of Certificateholders that, as of the date of execution of this
Agreement:
(a) the Servicer is a corporation duly formed and validly
existing under the laws of the State of Illinois;
(b) the execution and delivery of this Agreement by the Servicer
and its performance of and compliance with the terms of this Agreement
will not violate the Servicer's corporate charter or by-laws or
constitute a default (or an event which, with notice or lapse of time,
or both, would constitute a default) under, or result in the breach of,
any material contract, agreement or other instrument to which the
Servicer is a party or which may be applicable to the Servicer or any of
its assets;
(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,
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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
Loans hereunder (and it has not assigned such obligations pursuant to
Section 3.1(c)), it shall be a FNMA or a FHLMC-qualified servicer.
It is understood and agreed that the representations and warranties set
forth in this Section 2.7 shall survive delivery of the respective Mortgage
Files to the Trustee, or to a Custodian, as the case may be.
ARTICLE III
ADMINISTRATION AND SERVICING OF LOANS
Section 3.1. Servicer to Act as Servicer; Administration of the Loans.
(a) The Servicer shall service and administer the 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 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
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(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 Loans. Subject only to the above-described
servicing standards and the terms of this Agreement and of the
respective Loans, the Servicer, as an independent contractor, shall
service and administer the Loans and shall have full power and
authority, acting alone or through one or more subservicers, special
servicers or agents (subject to paragraph (c) of this Section 3.1), to
do any and all things in connection with such servicing and
administration which it may deem necessary or desirable for the purpose
of conserving the assets of the Trust Fund. Without limiting the
generality of the foregoing, the Servicer shall and is hereby authorized
and empowered by the Trustee to continue to execute and deliver, on
behalf of itself, the Certificateholders and the Trustee or any of them,
any and all financing statements, continuation statements and other
documents or instruments necessary to maintain the lien on each
Mortgaged Property and related collateral; and modifications, waivers,
consents or amendments to or with respect to any documents contained in
the related Mortgage File; and any and all instruments of satisfaction
or cancellation, or of partial or full release or discharge and all
other comparable instruments, with respect to the Loans and with respect
to the related Mortgaged Properties. Notwithstanding the foregoing, the
Servicer (whether acting alone or through one or more subservicers,
special servicers or agents) shall not modify, amend, waive or otherwise
consent to the change of the terms of any of the Loans (including
without limitation extending the stated maturity date of any Loan or
forgiving principal of or interest on any Loan), except as permitted by
Section 3.2 hereof. The Servicer shall service and administer the 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
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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 ss.
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
Loan without the approval of the Servicer. Any such sub-servicing
agreement may permit the sub-servicer to delegate its duties to agents
or subcontractors so long as the related agreements or arrangements with
such agents or subcontractors are consistent with the provisions of this
Section 3.1(c).
Any sub-servicing agreement entered into by the Servicer with a
Person other than the Depositor shall provide that it may be assumed or
terminated by the Trustee if the Trustee has assumed the duties of the
Servicer, without cost or obligation to the assuming or terminating
party or the Trust Fund, upon the assumption by such party of the
obligations of the Servicer pursuant to Section 7.5.
Any sub-servicing agreement, and any other transactions or
services relating to the 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 Loans then being serviced thereunder
and an accounting of amounts collected and held by it, if any, and will
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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 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 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 Loans. The Servicer shall be entitled to
enter into an agreement with any sub-servicer providing for
indemnification of the Servicer by such sub-servicer (including the
Depositor and the Trustee), 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 Loan Payments; Certificate Account.
(a) The Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the 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 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 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 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
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make Advances in accordance with Section 4.3 during the continuance of
such period. With respect to any 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 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 the 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 Loans due on or
before the Cut-off Date):
(i) All Mortgagor payments on account of principal,
including Principal Prepayments on the Loans;
(ii) All Mortgagor payments on account of interest on
the Loans, which may be net of that portion thereof which the
Servicer is entitled to retain as Servicing Fees (adjusted for
any amounts related to Compensating Interest) pursuant to
Section 3.9, as adjusted pursuant to Section 4.6;
(iii) All net Liquidation Proceeds;
(iv) All Insurance Proceeds received by the Servicer,
other than proceeds to be applied to the restoration or repair of
the property subject to the related Mortgage or released to the
Mortgagor in accordance with the Servicer's normal servicing
procedures, and all amounts deposited by the Servicer with
respect to the failure to maintain flood or fire and hazard
insurance policies, pursuant to Section 3.5;
(v) All Advances made by the Servicer pursuant to
Section 4.3;
(vi) All repurchase proceeds from the repurchase of a
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;
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(viii) all income and gain realized from any investment
of the funds in the Custodial Account for P&I in Eligible
Investments;
(ix) all net income from the renting of REO Property
pursuant to Section 3.7(c); and
(x) All other amounts required to be deposited in the
Custodial Account for P&I pursuant to this Agreement.
(c) The Servicer may invest the funds in the Custodial Account
for P&I in Eligible Investments which shall mature not later than the
second Business Day preceding the next Distribution Date unless the
Custodial Account for P&I is maintained with the Trustee in which case
they may mature one Business Day prior to the Distribution Date. The
Eligible Investments may not be sold or disposed of prior to their
maturity. All such Eligible Investments shall be made in the name of the
Servicer (in its capacity as such) or its nominee. All income and gain
realized from any such investment shall be for the benefit of the
Servicer, and shall be payable to the Servicer. The amount of any losses
incurred in respect of any such investments shall be deposited in the
Custodial Account for P&I by the Servicer, out of its own funds
immediately as realized without right to reimbursement therefor.
(d) The foregoing requirements for deposit in the Custodial
Account for P&I shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature
of those described in the last paragraph of this Section 3.2 and
payments in the nature of late payment charges or assumption fees need
not be deposited by the Servicer in the Custodial Account for P&I. All
funds deposited by the Servicer in the Custodial Account for P&I shall
be held by it in trust in the Custodial Account for P&I until disbursed
in accordance with Section 4.1 or withdrawn in accordance with Section
3.3; provided, however, that the Servicer shall withdraw such funds and
deposit them in such manner as to not result in a downgrading or
withdrawal of the rating then assigned to the Certificates by each
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 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:
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(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 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 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 Loan;
(c) to pay to itself from any Mortgagor payment as to interest or
other recovery with respect to a particular 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 Loan, or pursuant to Section 6.3;
(e) to pay to itself with respect to each 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 itself any net interest or other income earned and
received on or investment income received with respect to funds in the
Custodial Account for P&I; and
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(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 Loan, the Servicer shall keep and maintain a
separate accounting for each 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; Escrow Accounts.
(a) The Servicer shall establish and maintain one or more accounts
(each, an "Escrow Account") into which all Escrow Payments shall be deposited
and in which all Escrow Payments shall be retained. Escrow Accounts shall be
Eligible Accounts, and funds in the Escrow Account may be invested in Eligible
Investments. The Servicer shall notify the Trustee in writing of the location
and account number of each Escrow Account it establishes and shall notify the
Trustee prior to any subsequent change thereof. Withdrawals of amounts from an
Escrow Account may be made only to: (i) effect payment of taxes, assessments and
comparable items; (ii) refund to Mortgagors any sums that are determined to be
overages; (iii) pay interest, if required and as described below, to Mortgagors
on balances in the Escrow Account; (iv) withdraw interest or other income which
may lawfully be retained by the Trust Fund, for deposit into the Certificate
Account; or (v) clear and terminate the Escrow Account at the termination of
this Agreement in accordance with Section 9.1. Unless otherwise required by
applicable law, any interest earned on funds in Escrow Accounts shall be
remitted to the related Mortgagors if required by the related Mortgage Note or
otherwise to the Servicer.
(b) With respect to each 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
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
Federal Funds Rate, from amounts received on or in respect of the related 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
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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 Loans,
notwithstanding that the terms of such Loans so permit.
Section 3.5. Maintenance of Insurance. The Servicer shall also cause to
be maintained for each 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 Loan
or (ii) the replacement value costs of improvements securing such 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 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 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 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 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 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 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 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
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to Section 3.2, any amounts collected by the Servicer under any insurance
policies maintained pursuant to this Section 3.5 (other than amounts to be
applied to the restoration or repair of the property subject to the related
Mortgage or released to the Mortgagor in accordance with the Servicer's normal
servicing procedures) shall be deposited into the Custodial Account for P&I,
subject to withdrawal pursuant to Section 3.3. Any cost incurred by the Servicer
in maintaining any such insurance shall be recoverable by the Servicer pursuant
to Section 3.3. In the event that the Servicer shall obtain and maintain a
blanket policy issued by an insurer that qualifies under the guidelines set
forth for the Servicer by FNMA or FHLMC, insuring against hazard losses on all
of the Loans, then, to the extent such policy provides coverage in an amount
equal to the unpaid principal balance on the 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 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
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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.
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 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 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 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 expenses 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 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 Loan, the Servicer shall
provide to the Trustee a statement of accounting for the related
Liquidated Loan, including without limitation (i) the Loan number, (ii)
the date the Loan was acquired in foreclosure or deed in lieu, and the
date the Loan became a Liquidated 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.
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(b) Prior to any such foreclosure, the Servicer may, at its
option, repurchase any 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 Loan as to which the Mortgagor
tenders a deed in lieu of foreclosure at a price equal to the
outstanding Principal Balance of the 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).
(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 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 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 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
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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 Loan, such Loan shall (except for
purposes of Section 9.1) be considered to be a Loan held in the Trust
Fund until such time as the related REO Property shall be sold by the
Trust Fund and shall be reduced only by collections net of expenses.
Consistent with the foregoing, for purposes of all calculations
hereunder, so long as such Loan shall be considered to be an outstanding
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 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
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of any 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 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 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 Loan out of Liquidation Proceeds with respect to such Loan, to
the extent permitted by Section 3.3(b). Servicing compensation in the form of
assumption fees, late payment charges or otherwise shall be retained by the
Servicer and need not be deposited in the Custodial Account for P&I. The
Servicer shall also be entitled to additional servicing compensation out of
Liquidation Proceeds to the extent provided in Section 3.3(b). The Servicer
shall be required to pay all expenses incurred by it in connection with its
servicing activities hereunder (including maintenance of the blanket hazard
insurance policy and the blanket fidelity bond and errors and omissions policy
required by Section 3.5) and shall not be entitled to reimbursement therefor
except as specifically provided in Sections 3.1, 3.3, 3.5 and 3.7.
On each Distribution Date, the Servicer shall pay to the Certificate
Administrator and the Trustee the Certificate Administration and Trustee Fee out
of the Servicing Fee retained by the Servicer on such Distribution Date. Such
amounts shall be compensation for the activities of the Certificate
Administrator and the Trustee hereunder. The Certificate Administrator and the
Trustee shall be required to pay all expenses incurred by it in connection with
its activities hereunder and shall not be entitled to reimbursement therefor,
except as specifically provided herein.
Section 3.10. Reports to the Trustee; Custodial Account for P&I
Statements. On or before each Determination Date, the Servicer shall deliver or
cause to be delivered to the Trustee or its designee a statement in electronic
or written form as may be agreed upon by the Servicer and the Trustee containing
the information described in Section 4.2 and such other information as may be
necessary for the Trustee to compute the amounts to be distributed to the
Certificateholders by the Trustee (the "Servicer's Section 3.10 Report"). Not
later than 25 days after each Distribution Date, the Servicer shall forward or
cause to be forwarded to the Trustee a statement, certified by a Servicing
Officer, setting forth the status of the Custodial Account for P&I as of the
close of business on the related Distribution Date, stating that all
distributions from the Custodial Account for P&I required to be made by this
Agreement have been made for the period covered by such statement (or if any
required distribution has not been made, specifying the nature and status
thereof) and showing, for the period covered by such statement, the aggregate of
deposits into and withdrawals from the
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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
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 March 15 of each year, beginning March 15,
2000, 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 each
Rating Agency and to any Certificateholder upon request by the Servicer, or by
the Trustee at the Servicer's expense.
Section 3.12. Annual Independent Public Accountants' Servicing Report.
On or before March 15 of each year, beginning March 15, 2000, 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 each Rating Agency to the effect that such firm has
examined certain documents and records relating to the servicing of the 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.
Section 3.13. Access to Certain Documentation and Information Regarding
the 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 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.
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Section 3.14. [Reserved].
Section 3.15. Sale of Defaulted Loans and REO Properties.
(a) With respect to any Defaulted 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 Defaulted Loan or REO
Property in accordance with this Section 3.15. The Servicer may then
offer to sell to any Person any Defaulted Loan or any REO Property or,
subject to the following sentence, purchase any such Defaulted Loan or
REO Property (in each case at the Repurchase Price therefor), but shall,
in any event, so offer to sell any REO Property no later than the time
determined by the Servicer to be sufficient to result in the sale of
such REO Property within the period specified in Section 3.7(c). The
Servicer shall accept the highest bid received from any Person for any
Defaulted 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 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 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 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 Loan or any REO
Property, the Trustee may conclusively rely
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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 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 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 Loan or REO Property,
including the collection of all amounts payable in connection therewith.
Any sale of a Defaulted Loan or any REO Property shall be without
recourse to, or representation or warranty by, the Trustee, the
Depositor, the Servicer or the Trust Fund (except that any contract of
sale and assignment and conveyance documents may contain customary
warranties of title, so long as the only recourse for breach thereof is
to the Trust Fund), and, if consummated in accordance with the terms of
this Agreement, neither the Servicer, the Depositor nor the Trustee
shall have any liability to the Trust Fund or any Certificateholder with
respect to the purchase price therefor accepted by the Servicer or the
Trustee.
(d) The proceeds of any sale after deduction of the expenses of
such sale incurred in connection therewith shall be promptly deposited
in the Custodial Account for P&I in accordance with Section 3.2(b).
Section 3.16. Delegation of Duties. In the ordinary course of business,
the Servicer or the Trustee may at any time delegate any duties hereunder to any
Person who agrees to conduct such duties in accordance with the applicable terms
of this Agreement. In case of such delegation, the Servicer or the Trustee shall
supervise, administer, monitor and oversee the activities of such Person
hereunder to insure that such Person performs such duties in accordance herewith
and shall be responsible for the acts and omissions of such Person to the same
extent as it is responsible for its own actions or omissions hereunder. Any such
delegations shall not relieve the Servicer or the Trustee of its liability and
responsibility with respect to such duties, and shall not constitute a
resignation within the meaning of Section 6.4 hereof and shall be revocable by
any successor Servicer or the Trustee.
Section 3.17. [Reserved].
Section 3.18. [Reserved].
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 Group I or Group
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II Subordinate Certificate or a holder of a class of securities representing
interests in such Group I or Group II 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
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.
(a) Prior to each Distribution Date, the Servicer shall determine
the amount of Realized Losses, if any, with respect to each Group I
Loan. The amount of Realized Losses with respect to the Group I Loans
shall be evidenced by an Officer's Certificate signed by
a Responsible Officer of the Servicer. All Realized Losses with respect
to the Group I Loans, 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 Group I Subordinate
Certificates in reverse order of seniority until each of their Class
Principal Balances have been reduced to zero and (b) second, to the
Group I Senior Certificates and Components (other than the Principal
Only Component and the Interest Only Components), pro rata, according to
their Class Principal Balances or Component Principal Balances (or, in
the case of any of the Accrual Certificate or Accrual Component, the
Class Principal Balance or Component Principal Balance of such
Certificate or Component on the Closing Date, if lower) 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 Loan, the Group I Discount Fraction of such loss will
first be allocated to Component IA-5-5 of the Class IA-5 Certificates
and the remainder of such loss will be allocated as described above in
this clause (i), provided, further, that all losses allocable to the
Class IA-5 Certificates will be allocated to the Class IA-8 Certificates
until the Certificate Principal Balance thereof has been reduced to
zero; and (ii) for losses allocable to interest (a) first, to the Group
I Subordinate Certificates in reverse order of seniority, in reduction
of accrued but unpaid interest thereon and then in reduction of the
Class Principal Balance of such Certificates and (b) second, to the
Group I Senior Certificates and Components thereof (other than the
Principal Only Component), pro rata according to accrued but unpaid
interest thereon and then pro rata according to their Class Principal
Balances or Component Principal Balances in reduction of their
respective Class Principal Balance or Component Principal Balances, as
applicable; provided, however, that all losses attributable to interest
allocable to the Class IA-5 Certificates will be allocated to
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the Class IA-8 Certificates until the Certificate Principal Balance
thereof has been reduced to zero.
Special Hazard Losses on the Group I Loans in excess of the Group
I Special Hazard Coverage, Fraud Losses on the Group I Loans in excess
of the Group I Fraud Coverage and Bankruptcy Losses on the Group I Loans
in excess of the Group I Bankruptcy Coverage shall be allocated among
the Group I Senior Certificates and the Group I 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 Group I Aggregate Certificate
Principal Balance of all outstanding Classes of Group I Senior and Group
I Subordinate Certificates exceeds the aggregate principal balance of
the Group I Loans, after deduction of (i) all principal payments due on
or before the Cut-Off Date in respect of each such Group I Loan whether
or not paid and (ii) all amounts of principal in respect of each such
Group I Loan that have been received or advanced and included in the
Group I Available Distribution Amount, and all losses in respect of such
Group I Loans that have been allocated to the Group I Senior and Group I
Subordinate Certificates, on such Distribution Date or prior
Distribution Dates, then such excess will be deemed a principal loss and
will be allocated to the most junior Class of Group I Subordinate
Certificates then outstanding, in reduction of the Certificate Principal
Balance thereof.
(b) Prior to each Distribution Date, the Servicer shall determine
the amount of Realized Losses, if any, with respect to each Group II
Loan. The amount of Realized Losses with respect to the Group II Loans
shall be evidenced by an Officer's Certificate signed by a Responsible
Officer of the Servicer. All Realized Losses with respect to the Group
II Loans, 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 Group II Subordinate Certificates in
reverse order of seniority until each of their Class Principal Balances
have been reduced to zero and (b) second, to the Group II Senior
Certificates, in reduction of their Class Principal Balance; and (ii)
for losses allocable to interest (a) first, to the Group II Subordinate
Certificates in reverse order of seniority, in reduction of accrued but
unpaid interest thereon and then in reduction of the Class Principal
Balance of such Certificates and (b) second, to the Group II Senior
Certificates, in reduction of their respective Class Principal Balance.
Special Hazard Losses on the Group I Loans in excess of the Group
I Special Hazard Coverage, Fraud Losses on the Group I Loans in excess
of the Group I Fraud Coverage and Bankruptcy Losses on the Group I Loans
in excess of the Group I Bankruptcy Coverage shall be allocated among
the Group I Senior Certificates and the Group I Subordinate Certificates
by Pro Rata Allocation.
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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 Group II Aggregate
Certificate Principal Balance of all outstanding Classes of Group II
Senior and Group II Subordinate Certificates exceeds the aggregate
principal balance of the Group II Loans, after deduction of (i) all
principal payments due on or before the Cut-Off Date in respect of each
such Group II Loan whether or not paid and (ii) all amounts of principal
in respect of each such Group II Loan that have been received or
advanced and included in the Group II Available Distribution Amount, and
all losses in respect of such Group II Loans that have been allocated to
the Group II Senior and Group II Subordinate Certificates, on such
Distribution Date or prior Distribution Dates, then such excess will be
deemed a principal loss and will be allocated to the most junior Class
of Group II 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
Certificateholder by wire transfer in immediately available funds for
the account of the 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 Loans made on any Distribution Date
shall be binding upon all Holders of such Certificate and of any
Certificate
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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 Loans and Insurance Proceeds and Liquidation Proceeds
received and expected to be received during the applicable Prepayment
Period, the Trustee believes, or the Certificate Administrator, if any,
has notified the Trustee that it believes, that the entire remaining
unpaid Class Principal Balance of any Class of Certificates will become
distributable on the next Distribution Date, the Trustee or the
Certificate Administrator, if any, shall, no later than the
Determination Date of the month of such Distribution Date, mail or cause
to be mailed to each Person in whose name a Certificate to be so retired
is registered at the close of business on the Record Date, to the
Underwriters and to each Rating Agency a notice to the effect that:
(i) it is expected that funds sufficient to make such
final distribution will be available in the Certificate Account
on such Distribution Date, and
(ii) if such funds are available, (A) such final
distribution will be payable on such Distribution Date, but only
upon presentation and surrender of such Certificate at the office
or agency of the Certificate Registrar maintained for such
purpose (the address of which shall be set forth in such notice),
and (B) no interest shall accrue on such Certificate after such
Distribution Date.
Section 4.2. Statements to Certificateholders. (a) Not later than three
(3) days prior to each Distribution Date, the Servicer shall forward to the
Trustee or the Certificate Administrator, if any, the Servicer's Section 3.10
Report setting forth certain information with respect to the 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 (each a "Certificateholders' Report") setting
forth, to the extent applicable, the amount of the distribution payable to the
applicable Class that represents principal and the amount that represents
interest, and the applicable Class Principal Balance after giving effect to such
distribution.
In addition, not later than each Distribution Date, the Certificate
Administrator or Trustee, as applicable, shall forward to such
Certificateholder, the Trustee (if the Trustee has appointed a Certificate
Administrator) and the Depositor an additional report which sets forth with
respect to the Loans:
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(i) The number and aggregate Principal Balance of the
Loans delinquent one, two and three months or more;
(ii) The (A) number and aggregate Principal Balance of
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 Loans;
(iii) The amount of Special Hazard Coverage available to
the Group I or Group II Senior Certificates, as applicable,
remaining as of the close of business on the applicable
Determination Date;
(iv) The amount of Bankruptcy Coverage available to the
Group I or Group II Senior Certificates, as applicable, remaining
as of the close of business on the applicable Determination Date;
(v) The amount of Fraud Coverage available to the Group I
or Group II Senior Certificates, as applicable, remaining as of
the close of business on the applicable Determination Date;
(vi) The amount of Realized Losses incurred in respect of
each Loan Group allocable to the related Certificates on the
related Distribution Date and the cumulative amount of Realized
Losses incurred in respect of each Loan Group allocated to such
Certificates since the Cut-Off Date;
(vii) The amount of interest accrued but not paid on the
each Class of Certificates entitled to interest since (a) the
prior Distribution Date and (b) the CutOff Date;
(viii) The amount of funds advanced by the Servicer on the
related Withdrawal Date; and
(ix) The total amount of Payoffs and Curtailments received
during the related Prepayment Period.
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.
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(b) Upon request to the Trustee or Certificate Administrator (if so
appointed by the Trustee) by any Certificateholder who is a Holder thereof at
the time of making such request (an "Eligible Certificateholder"), the Trustee
or the Certificate Administrator, if applicable, shall provide in electronic
format loan by loan data with respect to the payment experience of the 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.
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 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 Loans or recoverable as late Monthly
Payments with respect to the related 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 Loans, stated separately. In the event that full scheduled amounts of
principal and interest in respect of the related Loans shall not have been
received by or on behalf of the Servicer prior to the Withdrawal Date preceding
such Distribution Date and the Servicer shall have determined that an Advance
shall be made in accordance with this Section 4.3, the Servicer shall so specify
and shall specify the aggregate amount of such Advance.
In the event that the Servicer shall be required to make an Advance, it
shall on the Withdrawal Date either (i) deposit in the Certificate Account an
amount equal to such Advance, (ii) 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 Loans shall be less
than payments to Certificateholders required to be made on such date with
respect to such 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
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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 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 Loan or recoverable as
late Monthly Payments with respect to such 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 Loans, or any other agreement relating to the Loans to which the
Depositor or the Servicer is a party, (a) the Depositor and the Servicer shall
not be obligated to, and shall not, make any advance that, after reasonable
inquiry and in its sole discretion, the Depositor or the Servicer shall
determine would be a Nonrecoverable Advance, and (b) the Depositor and the
Servicer shall be entitled to reimbursement for any Advance as provided in
Section 3.5 of this Agreement.
Section 4.5. Foreclosure Reports. Each year beginning in 1999 the
Servicer shall make any reports of foreclosures and abandonments of any
Mortgaged Property required by Section 6050J 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 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.
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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 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 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 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).
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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 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 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.
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Initially, LaSalle National Bank will be the Certificate Administrator
and Paying Agent. If LaSalle National Bank ceases to serve as Certificate
Administrator or Paying Agent, the Trustee shall send written notice to all
Certificateholders (i) indicating that LaSalle National Bank is no longer in
such capacity and (ii) setting forth its replacement, if any, appointed pursuant
to this Section 4.10.
ARTICLE V
THE CERTIFICATES
Section 5.1. The Certificates.
(a) The Certificates shall be substantially in the forms set
forth in Exhibits A and B attached hereto, and shall be executed by the
Trustee, authenticated by the Trustee (or any duly appointed
Authenticating Agent) and delivered to or upon the order of the
Depositor upon receipt by the Trustee of the documents specified in
Section 2.1. The Certificates shall be issuable in Authorized
Denominations evidencing Percentage Interests. Certificates shall be
executed by manual or facsimile signature on behalf of the Trustee by
authorized officers of the Trustee. Certificates bearing the manual or
facsimile signatures of individuals who were at the time of execution
the proper officers of the Trustee shall bind the Trustee,
notwithstanding that such individuals or any of them have ceased to hold
such offices prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the form
provided for herein executed by the Trustee or any Authenticating Agent
by manual signature, and such certificate upon any Certificate shall
be conclusive evidence, and the only evidence, that such Certificate has
been duly authenticated and delivered hereunder. All Certificates, shall
be dated the date of their authentication.
(b) The following definitions apply for purposes of this Section
5.1: "Disqualified Organization" means any Person which is not a
Permitted Transferee, but does not include any "Pass-Through Entity"
which owns or holds a Residual Certificate and of which a Disqualified
Organization, directly or indirectly, may be a stockholder, partner or
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, the Certificate Administrator
or the Paying Agent under clause (iii)(A) below to deliver
payments to a Person other than such Person and to negotiate the
terms of any mandatory sale under clause (iii)(B) below and to
execute all instruments of transfer and to do all other things
necessary in connection with any such sale. The rights of each
Person acquiring any Ownership Interest in a Residual Certificate
are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership
Interest in a Residual Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee or the
Certificate Registrar if not the same Person as the
Trustee of any change or impending change in its status as
a Permitted Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Residual Certificate to a U.S.
Person, the Trustee or the Certificate Registrar if not
the same Person as the Trustee shall require delivery to
it, and shall not register the Transfer of any Residual
Certificate until its receipt of (1) an affidavit and
agreement (a "Transferee Affidavit and Agreement")
attached hereto as Exhibit J from the proposed Transferee,
in form and substance satisfactory to the Depositor,
representing and warranting, among other things, that it
is not a Non-U.S. Person, that such transferee is a
Permitted Transferee, that it is not acquiring its
Ownership Interest in the Residual Certificate that is the
subject of the proposed Transfer as a nominee, trustee or
agent for any Person who is not a Permitted Transferee,
that for so long as it retains its Ownership Interest in a
Residual Certificate, it will endeavor to remain a
Permitted Transferee, and that it has reviewed the
provisions of this Section 5.1(c) and agrees to be bound
by them, and (2) a certificate, attached hereto as Exhibit
I, from the Holder wishing to transfer the Residual
Certificate, in form and substance satisfactory to the
Depositor, representing and warranting, among other
things, that no purpose of the proposed Transfer is to
allow such Holder to impede the assessment or collection
of tax.
(C) Notwithstanding the delivery of a Transferee
Affidavit and Agreement by a proposed Transferee under
clause (B) above, if the Trustee or the Certificate
Registrar if not the same Person as the Trustee has actual
knowledge that the proposed Transferee is not a Permitted
Transferee, no
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Transfer of an Ownership Interest in a Residual
Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership
Interest in a Residual Certificate agrees by holding or
acquiring such Ownership Interest (i) to require a
Transferee Affidavit and Agreement from any other Person
to whom such Person attempts to transfer its Ownership
Interest and to provide a certificate to the Trustee or
the Certificate Registrar if not the same Person as the
Trustee in the form attached hereto as Exhibit J; (ii) to
obtain the express written consent of the Depositor prior
to any transfer of such Ownership Interest, which consent
may be withheld in the Depositor's sole discretion; and
(iii) to provide a certificate to the Trustee or the
Certificate Registrar if not the same Person as the
Trustee in the form attached hereto as Exhibit I.
(ii) The Trustee or the Certificate Registrar if not the
same Person as the Trustee shall register the Transfer of any
Residual Certificate only if it shall have received the
Transferee Affidavit and Agreement, a certificate of the Holder
requesting such transfer in the form attached hereto as Exhibit J
and all of such other documents as shall have been reasonably
required by the Trustee or the Certificate Registrar if not the
same Person as the Trustee as a condition to such registration.
(iii) (A) If any "disqualified organization" (as defined
in Section 860E(e)(5) of the Code) shall become a Holder of a
Residual Certificate, then the last preceding Permitted
Transferee shall be restored, to the extent permitted by law, to
all rights and obligations as Holder thereof retroactive to the
date of registration of such Transfer of such Residual
Certificate. If any Non-U.S. Person shall become a Holder of a
Residual Certificate, then the last preceding Holder which is a
U.S. Person shall be restored, to the extent permitted by law, to
all rights and obligations as Holder thereof retroactive to the
date of registration of the Transfer to such Non-U.S. Person of
such Residual Certificate. If a transfer of a Residual
Certificate is disregarded pursuant to the provisions of Treasury
Regulations Section 1.860E-1 or Section 1.860G-3, then the last
preceding Permitted Transferee shall be restored, to the extent
permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such
Residual Certificate. The Trustee, the Certificate Administrator,
the Certificate Registrar and the Paying Agent shall be under no
liability to any Person for any registration of Transfer of a
Residual Certificate that is in fact not permitted by this
Section 5.1(c) or for making any payments due on such Certificate
to the Holder thereof or for taking any other action with respect
to such Holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a
Holder of the Residual Certificate in violation of the
restrictions in this Section 5.1(c) and
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to the extent that the retroactive restoration of the
rights of the Holder of such Residual Certificate as
described in clause (iii)(A) above shall be invalid,
illegal or unenforceable, then the Depositor shall have
the right, without notice to the Holder or any prior
Holder of such Residual Certificate, to sell such Residual
Certificate to a purchaser selected by the Depositor on
such terms as the Depositor may choose. Such purported
Transferee shall promptly endorse and deliver the Residual
Certificate in accordance with the instructions of the
Depositor. Such purchaser may be the Depositor itself or
any affiliate of the Depositor. The proceeds of such sale,
net of the commissions (which may include commissions
payable to the Depositor or its affiliates), expenses and
taxes due, if any, shall be remitted by the Depositor to
such purported Transferee. The terms and conditions of any
sale under this clause (iii)(B) shall be determined in the
sole discretion of the Depositor, and the Depositor shall
not be liable to any Person having an Ownership Interest
in the Residual Certificate as a result of its exercise of
such discretion.
(iv) The Depositor, on behalf of the Trustee, shall make
available, upon written request from the Trustee, or the
Certificate Administrator all information necessary to compute
any tax imposed (A) as a result of the Transfer of an Ownership
Interest in the Residual Certificate to any Person who is not a
Permitted Transferee, including the information regarding "excess
inclusions" of such Residual Certificate required to be provided
to the Internal Revenue Service and certain Persons as described
in Treasury Regulation Section 1.860D-1(b)(5), and (B) as a
result of any regulated investment company, real estate
investment trust, common trust fund, partnership, trust, estate
or organizations described in Section 1381 of the Code having as
among its record holders at any time any Person who is not a
Permitted Transferee. Reasonable compensation for providing such
information may be required by the Depositor from such Person.
(v) The provisions of this Section 5.1 set forth prior to
this Section 5.1(c)(v) may be modified, added to or eliminated,
provided, that there shall have been delivered to the Trustee and
the Certificate Administrator the following:
(A) written notification from each Rating Agency to
the effect that the modification, addition to or
elimination of such provisions will not cause 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
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Transfer of any Residual Certificate to a Person which is
not a Permitted Transferee or (2) a Certificateholder or
another Person will be subject to a REMIC-related tax
caused by the Transfer of a Residual Certificate to a
Person which is not a Permitted Transferee.
(vi) The following legend shall appear on all Residual
Certificates:
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED
TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE
DEPOSITOR, THE TRUSTEE AND THE CERTIFICATE
REGISTRAR THAT (1) SUCH TRANSFEREE IS NOT EITHER
(A) THE UNITED STATES, ANY STATE OR POLITICAL
SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN
SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE
TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY
SECTION 511 OF THE CODE, (C) ANY ORGANIZATION
DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A),
(B), OR (C) BEING HEREINAFTER REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), OR (D) AN AGENT OF A
DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF
SUCH TRANSFER IS TO ENABLE THE
TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION
OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN
REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF
THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER OF ANY
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN
AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION 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
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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 Class IA-8, Subordinate or Class R
Certificate presented for registration in the name of an employee
benefit plan or other plan or arrangement subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (or
comparable provisions of any subsequent enactments) (a "Plan"), a
trustee of any Plan, or any other Person who is using the "plan assets"
of any Plan to effect such acquisition, the Trustee or the Certificate
Registrar, if not the same Person as the Trustee, shall require such
transferee to provide an Officer's Certificate signed by a Responsible
Officer of such transferee stating that the transferee is an insurance
company using assets of a "insurance company general account" (within
the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60) to effect such purchase and satisfies all of
the requirements for exemptive relief under Sections I and III of PTCE
95-60, which Officer's Certificate shall not be an expense of the
Trustee, the Certificate Administrator, if any, the Certificate
Registrar or the Depositor.
So long as the Class IA-8, Class IM, Class IB-1, Class IB-2,
Class IIB-1 and Class IIB-2 Certificates are Book-Entry Certificates,
each Person who has or who acquires any Class IA-8 Certificate, Group I
Subordinate Certificate or Group II Subordinate Certificate shall be
deemed by the acceptance or acquisition of such Certificate to have
represented that (a) such Person is not a Plan, and such Person is not
using "plan assets" of any such Plan to effect such acquisition or (b)
if the transferee is an insurance company and the source of funds used
to purchase such Certificate is an "insurance company general account"
(as such term is defined in PTCE 95-60) and the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied.
(e) No transfer, sale, pledge or other disposition of a Group I
or Group II 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 Group I or Group II 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 Group I or Group II Junior Subordinate Certificate shall
be deemed to be made in accordance with this Section 5.1(e) unless such
transfer is made pursuant to an effective registration statement under
the Securities Act or unless the Trustee or the Certificate Registrar,
if not the same Person as the Trustee, is provided with the certificates
and an Opinion of Counsel, if required, on which the Trustee and the
Certificate Registrar may conclusively rely, which establishes or
establish to the Trustee's or the Certificate Registrar's, as
applicable, satisfaction that such transfer is exempt from the
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registration requirements under the Securities Act, as follows: In the
event that a transfer is to be made in reliance upon an exemption from
the Securities Act, the Trustee or the Certificate Registrar, if not the
same Person as the Trustee, shall require, in order to assure compliance
with the Securities Act, that the Certificateholder desiring to effect
such transfer certify to the Trustee and the Certificate Registrar in
writing, in substantially the form attached hereto as Exhibit F, the
facts surrounding the transfer, with such modifications to such Exhibit
F as may be appropriate to reflect the actual facts of the proposed
transfer, and that the Certificateholder's proposed transferee certify
to the Trustee and the Certificate Registrar in writing, in
substantially the form attached hereto as Exhibit G, the facts
surrounding the transfer, with such modifications to such Exhibit G as
may be appropriate to reflect the actual facts of the proposed transfer.
If such certificate of the proposed transferee does not contain
substantially the substance of Exhibit G, the Trustee or the Certificate
Registrar, if not the same Person as the Trustee, shall require an
Opinion of Counsel satisfactory to it that such transfer may be made
without registration, which Opinion of Counsel shall not be obtained at
the expense of the Trustee, the Certificate Administrator, the
Certificate Registrar, the Trust Fund or the Depositor. Such Opinion of
Counsel shall allow for the forwarding, and the Trustee shall forward, a
copy thereof to each Rating Agency. Notwithstanding the foregoing, any
Class of Group I or Group II Junior Subordinate Certificates may be
transferred, sold, pledged or otherwise disposed of in accordance with
the requirements set forth in Section 5.1(f).
(f) Transfers of the Group I or Group II Junior Subordinate
Certificates may be made in accordance with this Section 5.1(f). To
effectuate a Certificate transfer in accordance with this Section
5.1(f), the proposed transferee of such Certificate must provide the
Trustee, the Certificate Registrar and the Depositor with an investment
letter substantially in the form of Exhibit L attached hereto, which
investment letter shall not be an expense of the Trustee, the
Certificate Administrator, the Certificate Registrar or the Depositor,
and which investment letter states that, among other things, such
transferee (i) is a "qualified institutional buyer" as defined under
Rule 144A, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A, and (ii) is
aware that the proposed transferor intends to rely on the exemption from
registration requirements under the Securities Act provided by Rule
144A. Notwithstanding the foregoing, the proposed transferee of such
Certificate shall not be required to provide the Trustee, the
Certificate Registrar or the Depositor with Annex 1 or Annex 2 to the
form of Exhibit L attached hereto if the Depositor so consents prior to
each such transfer. Such transfers shall be deemed to have complied with
the requirements of this Section 5.1(f). 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) None of the Trustee, the Certificate Administrator, the
Certificate Registrar or the Paying Agent shall have any liability to
the Trust Fund arising from a registration or
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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 Loans as of the Cut-Off Date,
as specified in the Preliminary Statement to this Agreement, except for
Certificates authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Certificates pursuant to Section 5.3. Such
aggregate principal amount shall be allocated among one or more Classes having
designations, types of interests, initial per annum Remittance Rates, initial
Class Principal Balances, initial Component Principal Balances and last
scheduled Distribution Dates as specified in the Preliminary Statement to this
Agreement. The aggregate Percentage Interest of each Class of Certificates of
which the Class Principal Balance equals zero as of the Cut-Off Date that may be
authenticated and delivered under this Agreement is limited to 100%.
Certificates shall be issued in Authorized Denominations.
Section 5.3. Registration of Transfer and Exchange of Certificates. The
Trustee shall cause to be maintained at one of its offices or at its designated
Certificate Registrar, a Certificate Register in which there shall be recorded
the name and address of each Certificateholder. Subject to such reasonable rules
and regulations as the Trustee may prescribe, the Certificate Register shall be
amended from time to time by the Trustee or its agent to reflect notice of any
changes received by the Trustee or its agent pursuant to Section 10.5. The
Trustee hereby appoints itself as the initial Certificate Registrar. The Trustee
may appoint an Eligible Institution to act as its agent in order to delegate to
such Eligible Institution its duties as Certificate Registrar under this
Agreement.
Upon surrender for registration of transfer of any Certificate to the
Trustee at the office of First Trust of New York, National Association, 100 Wall
Street, Suite 1600, New York, NY 10005, Attention: Glenn Anderson, or such other
address or agency as may hereafter be provided to the Certificate Administrator,
if any, and the Servicer in writing by the Trustee, the Trustee shall execute,
and the Trustee or any Authenticating Agent shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of Authorized Denominations of like Percentage Interest. At the
option of the Certificateholders, Certificates may be exchanged for other
Certificates in Authorized Denominations of like Percentage Interest, upon
surrender of the Certificates to be exchanged at any such office or agency.
Whenever any Certificates are so surrendered for exchange, the Trustee shall
execute, and the Trustee, or any Authenticating Agent, shall authenticate and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer
shall (if so required by the Trustee or any Authenticating Agent) be duly
endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Trustee or any Authenticating Agent and duly executed by,
the Holder thereof or such Holder's attorney duly authorized in writing.
A reasonable service charge may be made for any such exchange or
transfer of Certificates, and the Trustee or an Authenticating Agent may require
payment of a sum sufficient to cover any tax
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or governmental charge that may be imposed in connection with any exchange or
transfer of Certificates.
Upon the transfer of a Class Certificate each transferee that purchases
a Class A Certificate with the assets of one or more Plans shall be deemed to
represent that each such Plan qualifies as an "accredited investor" as defined
in Rule 501(a)(1) of Regulation D under the Securities act. If at any time the
Class A Certificates fail to receive a rating from any of S&P or Fitch that is
one of the three highest generic rating categories for that respective rating
agency, then such Class A Certificate shall not thereafter be eligible for
transfer to a Plan, and each transferee shall be deemed to represent that it is
not purchasing or holding its Class A Certificate with plan assets of a Plan.
All Certificates surrendered for exchange or transfer shall be cancelled
by the Trustee or any Authenticating Agent.
Section 5.4. Mutilated, Destroyed, Lost or Stolen Certificates. If (i)
any mutilated Certificate is surrendered to the Trustee or any Authenticating
Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
there is delivered to the Trustee or any Authenticating Agent such security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Trustee or any Authenticating Agent that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Trustee or any Authenticating Agent shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like Percentage Interest. Upon the
issuance of any new Certificate under this Section 5.4, the Trustee or any
Authenticating Agent may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee or any
Authenticating Agent) connected therewith. Any replacement Certificate issued
pursuant to this Section 5.4 shall constitute complete and indefeasible evidence
of ownership in the Trust Fund, as if originally issued, whether or not the lost
or stolen Certificate shall be found at any time.
Section 5.5. Persons Deemed Owners. The Depositor, the Certificate
Administrator, the Servicer, the Trustee and any agent of any of them may treat
the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.1
and for all other purposes whatsoever, and neither the Depositor, the
Certificate Administrator, if any, the Servicer, the Trustee, the Certificate
Registrar nor any agent of the Depositor, the Certificate Administrator, if any,
the Servicer or the Trustee shall be affected by notice to the contrary.
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
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hereto as the Trustee's officers executing such Certificates may determine, as
evidenced by their execution of the Certificates. Notwithstanding the foregoing,
the Certificates may remain in the form set forth in this Section.
If temporary Certificates are issued, the Trustee shall cause definitive
Certificates to be prepared within ten Business Days of the Closing Date or as
soon as practicable thereafter. After preparation of definitive Certificates,
the temporary Certificates shall be exchangeable for definitive Certificates
upon surrender of the temporary Certificates at the office or agency of the
Trustee to be maintained as provided in Section 5.10 hereof, without charge to
the Holder. Any tax or governmental charge that may be imposed in connection
with any such exchange shall be borne by the Depositor. Upon surrender for
cancellation of any one or more temporary Certificates, the Trustee shall
execute and the Trustee or any Authenticating Agent shall authenticate and
deliver in exchange therefor a like principal amount of definitive Certificates
of Authorized Denominations. Until so exchanged, the temporary Certificates
shall in all respects be entitled to the same benefits under this Agreement as
definitive Certificates.
Section 5.7. Book-Entry for Book-Entry Certificates. Notwithstanding the
foregoing, the Book-Entry Certificates, upon original issuance, shall be issued
in the form of one or more typewritten Certificates of Authorized Denomination
representing the Book-Entry Certificates, to be delivered to DTC, the initial
Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates
shall initially be registered on the Certificate Register in the name of Cede &
Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial
Holder shall receive a definitive certificate representing such Beneficial
Holder's interest in any Class of Book-Entry Certificate, except as provided
above and in Section 5.9. Each Book-Entry Certificate shall bear the following
legend:
Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the
Trustee or its agent for registration of transfer, exchange, or payment,
and any Certificate issued is registered in the name of Cede & Co. or
such other name as is requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
Unless and until definitive, fully registered Book-Entry Certificates (the
"Definitive Certificates") have been issued to the Beneficial Holders pursuant
to Section 5.9:
(a) the provisions of this Section 5.7 shall be in full force and
effect with respect to the Book-Entry Certificates;
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(b) the Certificate Administrator, if any, and the Trustee may
deal with the Clearing Agency for all purposes with respect to the
Book-Entry Certificates (including the making of distributions on the
Book-Entry Certificates) as the sole Certificateholder;
(c) to the extent that the provisions of this Section 5.7
conflict with any other provisions of this Agreement, the provisions of
this Section 5.7 shall control; and
(d) the rights of the Beneficial Holders shall be exercised only
through the Clearing Agency and the DTC Participants and shall be
limited to those established by law and agreements between such
Beneficial Holders and the Clearing Agency and/or the DTC Participants.
Pursuant to the Depositary Agreement, unless and until Definitive
Certificates are issued pursuant to Section 5.9, the initial Clearing
Agency will make book-entry transfers among the DTC Participants and
receive and transmit distributions of principal and interest on the
related Class of Book-Entry Certificates to such DTC Participants.
For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Holders of Book-Entry
Certificates evidencing a specified Percentage Interest, such direction or
consent may be given by the Clearing Agency at the direction of Beneficial
Holders owning Book-Entry Certificates evidencing the requisite Percentage
Interest represented by the Book-Entry Certificates. The Clearing Agency may
take conflicting actions with respect to the Book-Entry Certificates to the
extent that such actions are taken on behalf of the Beneficial Holders.
Section 5.8. Notices to Clearing Agency. Whenever notice or other
communication to the Certificateholders is required under this Agreement, unless
and until Definitive Certificates shall have been issued to the related
Certificateholders pursuant to Section 5.9, the Trustee shall give all such
notices and communications specified herein to be given to Holders of the
Book-Entry Certificates to the Clearing Agency which shall give such notices and
communications to the related DTC Participants in accordance with its applicable
rules, regulations and procedures.
Section 5.9. Definitive Certificates. If (a) the Clearing Agency
notifies the Certificate Administrator, if any, or the Trustee that it is no
longer willing or able to discharge properly its responsibilities under the
Depositary Agreement with respect to the Book-Entry Certificates and the Trustee
or the Certificate Administrator is unable to locate a qualified successor, (b)
the Depositor, at its option, advises the Certificate Administrator, if any, or
the Trustee in writing that it elects to terminate the book-entry system with
respect to the Book-Entry Certificates through the Clearing Agency or (c) after
the occurrence of an Event of Default, Certificateholders holding Book-Entry
Certificates evidencing Percentage Interests aggregating not less than 66% of
the aggregate Class Principal Balance of such Certificates advise the
Certificate Administrator, if any, or the Trustee and the Clearing Agency
through DTC Participants in writing that the continuation of a book-entry system
with respect to the Book-Entry Certificates through the Clearing Agency is no
longer in the best interests of the Certificateholders with respect to such
Certificates, the Trustee shall notify or cause to be notified all
Certificateholders of Book-Entry Certificates of the occurrence of any such
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event and of the availability of Definitive Certificates. Upon surrender to the
Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by
registration instructions from the Clearing Agency for registration, the Trustee
shall execute and the Trustee or any Authenticating Agent shall authenticate and
deliver the Definitive Certificates. Neither the Depositor, the Certificate
Administrator, if any, the Authenticating Agent nor the Trustee shall be liable
for any delay in delivery of such instructions and may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of
Definitive Certificates for all of the Certificates all references herein to
obligations imposed upon or to be performed by the Clearing Agency shall be
deemed to be imposed upon and performed by the Trustee, the Certificate
Administrator, if any, and the Trustee, the Certificate Administrator, the
Certificate Registrar and the Paying Agent shall recognize the Holders of
Definitive Certificates as Certificateholders hereunder.
Section 5.10. Office for Transfer of Certificates. The Trustee shall
maintain in New York, New York, an office or agency where Certificates may be
surrendered for registration of transfer or exchange. First Trust of New York,
National Association, 100 Wall Street, Suite 1600, New York, New York 10005,
Attention: Glenn Anderson, is initially designated for said purposes.
ARTICLE VI
THE DEPOSITOR AND THE SERVICER
Section 6.1. Liability of the Depositor and the Servicer. The Depositor
and the Servicer shall each be liable in accordance herewith only to the extent
of the obligations specifically imposed by this Agreement and undertaken
hereunder by the Depositor and the Servicer herein.
Section 6.2. Merger or Consolidation of the Depositor or the Servicer.
Subject to the following paragraph, the Depositor and the Servicer each will
keep in full effect its existence, rights and franchises as corporations, each
under the laws of the jurisdiction of its incorporation, and will obtain and
preserve its qualification to do business as a foreign corporation in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement, the Certificates or any of the
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
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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 Loans in accordance with this Agreement
and which in its opinion may involve it in any expense or liability; provided,
however, that the Servicer may in its discretion undertake any such action which
it may deem necessary or desirable in respect of this Agreement and the rights
and duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out of
the Custodial Account for P&I as provided by Section 3.3.
Section 6.4. 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 each 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 each 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 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)
the successor servicer has, in the reasonable opinion of the Trustee, the
qualifications, resources and experience to properly carry out, observe and
perform the duties,
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obligations and responsibilities of Servicer hereunder; provided, that the
foregoing clause (v) is intended solely for the benefit of (and may be exercised
or waived at the sole discretion of) the Trustee, to enable the Trustee to
assure itself that any successor Servicer has such acceptable qualifications,
resources and experience, and such clause (v) is not intended to be for the
benefit of, and shall not be relied upon or enforced by, any Certificateholder,
and provided, further, that any consent to such transfer will not be
unreasonably withheld by the Trustee.
ARTICLE VII
DEFAULT
Section 7.1. Events of Default. In case one or more of the following
Events of Default by the Servicer shall occur and be continuing, that is to say:
(i) any failure by the Servicer to distribute or cause to be
distributed to the Trustee or its delegate on the Withdrawal Date any
payment required to be made to the Trustee under the terms of this
Agreement.
(ii) any failure on the part of the Servicer duly to observe or
perform in any material respect any other of the covenants or agreements
on the part of the Servicer in the Certificates or in this Agreement
which continues unremedied for a period of 60 days after the date on
which written notice of such failure, requiring the same to be remedied,
shall have been given to the Servicer by the Trustee, or to the Servicer
and the Trustee by the Holders of Certificates evidencing, in aggregate,
not less than 25% of the Trust Fund or 51% of the aggregate Percentage
Interests of any Class of Certificates;
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities or similar proceedings, or
for the winding-up or liquidation of its affairs, shall have been
entered against the Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 days;
(iv) the Servicer shall consent to the appointment of a
conservator or receiver or liquidator or liquidating committee in any
insolvency, readjustment of debt, marshalling of assets and liabilities,
voluntary liquidation or similar proceedings of or relating to the
Servicer or of or relating to all or substantially all of its property;
(v) the Servicer shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take advantage of
any applicable insolvency or reorganization statute, make an assignment
for the benefit of its creditors or voluntarily suspend payment of its
obligations; or
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(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 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 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 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 Loans and related
documents or otherwise at the expense of the Servicer. The Servicer agrees to
cooperate with the Trustee in effecting the termination of the Servicer's
responsibilities and rights hereunder and shall promptly provide the Trustee all
documents and records whether in written or electronic form reasonably requested
by it to enable it to assume the Servicer's functions hereunder and shall
promptly also transfer to the Trustee of this Agreement all amounts which then
have been or should have been deposited in the Custodial Account for P&I by the
Servicer or which are thereafter received with respect to the 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 each 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
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omission to exercise any right or remedy shall impair any such right or remedy
or shall be deemed to be a waiver of any Event of Default.
Section 7.3. Directions by Certificateholders and Duties of Trustee
During Event of Default. During the continuance of any Event of Default, Holders
of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund or
51% of the aggregate Percentage Interests of any Class of Certificates may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the
Trustee under this Agreement; provided, however, that the Trustee shall be under
no obligation to pursue any such remedy, or to exercise any of the trusts or
powers vested in it by this Agreement (including, without limitation, (i) the
conducting or defending of any administrative action or litigation hereunder or
in relation hereto and (ii) the terminating of the Servicer or any successor
servicer from its rights and duties as servicer hereunder) at the request, order
or direction of any of the Certificateholders, unless such Certificateholders
shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby; and,
provided, further, that, subject to the provisions of Section 8.1, the Trustee
shall have the right to decline to follow any such direction if the Trustee, in
accordance with an Opinion of Counsel, determines that the action or proceeding
so directed may not lawfully be taken or if the Trustee in good faith determines
that the action or proceeding so directed would involve it in personal liability
or be unjustly prejudicial to the non-assenting Certificateholders or if the
Trustee has received contrary directions pursuant to this Section 7.3.
Section 7.4. Action upon Certain Failures of Servicer and upon Event of
Default. In the event that the Trustee shall have knowledge of any failure of
the Servicer specified in Section 7.1(i) or (ii) which would become an Event of
Default upon the Servicer's failure to remedy the same after notice, the Trustee
shall give notice thereof to the Servicer. In the event that the Trustee shall
have knowledge of an Event of Default, the Trustee shall give prompt written
notice thereof to the Certificateholders and to each 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 and in its capacity as such successor shall have the same
limitation of liability herein granted to the Servicer and
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provided, further, that the Trustee shall not be required to make an
Advance from its own funds if such Advance would be prohibited by law.
As compensation therefor, the Trustee shall be entitled to receive
monthly an amount not to exceed the Servicing Fee as agreed by the
Trustee and the Servicer, together with such other servicing
compensation in the form of assumption fees, late charges, prepayment
fees or otherwise as provided in Section 3.9. If the agreed amount is
less than the Servicing Fee, the excess shall be paid to the Class R
Certificateholder. If the Trustee and the Servicer shall not agree on
the amount of such compensation, the Trustee shall solicit bids for a
successor servicer as described in Section 7.5(b), provided, however, if
no successor servicer is obtained through the bidding process, the
Trustee may act as such, or may pursuant to Section 7.5(b) appoint a
successor servicer to act as such, for the Servicing Fee together with
such other servicing compensation as provided in Section 3.9. In no
event shall the Trustee's assumption of or succession to the obligations
of the Servicer make the Trustee liable for any actions or omissions of
the Servicer in its capacity as Servicer.
(b) Notwithstanding the above, the Trustee may and shall, if it
is unable (or unwilling due to disagreement on compensation as provided
in Section 7.5(a)) to act as Servicer, appoint, or petition a court of
competent jurisdiction to appoint, any established housing and home
finance institution, bank or mortgage servicing institution which is an
approved FNMA or FHLMC servicer having a net worth of not less than
$15,000,000 and meeting such other standards as are set forth in Section
6.4 hereof for a successor to the Servicer hereunder in the assumption
of all or any part of the responsibilities, duties or liabilities of the
Servicer hereunder (except the repurchase obligations set forth in
Sections 2.2 and 2.3 hereof, which shall remain obligations of the
Depositor); provided, however, that until such appointment and
assumption, the Trustee will continue to perform the servicing
obligations pursuant to this Agreement (and until such time shall be
entitled to receive the Servicing Fees pursuant to Section 3.9);
provided, further, that prior to the appointment of any successor
servicer, the Rating Agencies confirm that the appointment of such
successor servicer would not result in the downgrade of the Rating
assigned to any Class of Certificates. The compensation of any successor
servicer so appointed shall be equal to the Servicing Fees specified in
Section 3.9 together with such other compensation as is provided in said
Section 3.9. In the event the Trustee is required to solicit bids as
provided above, the Trustee shall solicit, by public announcement, bids
from housing and home finance institutions, banks and mortgage servicing
institutions acceptable to the Trustee and meeting the qualifications
set forth above in this Section 7.5(b) for the purchase of the servicing
functions. Such public announcement shall specify that the successor
servicer shall be entitled to the full amount of the Servicing Fee on
the aggregate unpaid principal balance of the Loans as servicing
compensation for servicing the 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
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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 Certificate holder 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 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 each Rating Agency.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.1. Duties of Trustee. The Trustee, prior to the occurrence of
an Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. In case an Event of Default has
occurred (which has not been cured), the Trustee, subject to the provisions of
Sections 7.1, 7.3, 7.4 and 7.5, shall exercise such of the rights and powers
vested in it by this Agreement, and use the same degree of care and skill in
their exercise as a prudent person would exercise or use under the circumstances
in the conduct of such person's own affairs. Any permissive right of the Trustee
enumerated in this Agreement shall not be construed as a duty.
Subject to Sections 8.2(i), 8.3 and 8.4, the Trustee, upon receipt of
all resolutions, certificates, statements, opinions, reports, documents, orders
or other instruments furnished to the Trustee which are specifically required to
be furnished pursuant to any provision of this Agreement, shall examine them to
determine whether they are in the form required by this Agreement; provided,
however, that the Trustee shall not be responsible for the accuracy or content
of any resolution, certificate,
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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 each Rating
Agency.
No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct or in the event the Trustee is acting as successor
servicer pursuant to Section 7.5, to the standard imposed on the Servicer
pursuant to Section 6.3 of this Agreement; provided, however, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be
read into this Agreement against the Trustee and, in the absence of bad
faith on the part of the Trustee, the Trustee may conclusively rely, as
to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this Agreement;
(ii) The Trustee shall not be personally liable with respect to
any action taken, suffered or omitted to be taken by it in good faith in
accordance with this Agreement or at the direction of Certificateholders
holding Certificates which have an aggregate Principal Balance not less
than 25% of the aggregate Principal Balance of all Certificates relating
to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising or omitting to exercise
any trust or power conferred upon the Trustee, under this Agreement;
(iii) The Trustee shall not be liable in its individual capacity
for any error of judgment made in good faith by any Responsible Officer,
unless it shall be proved that the Trustee or such Responsible Officer
was negligent in ascertaining the pertinent facts;
(iv) The Trustee shall not be liable for any act or omission of
the Depositor or the Servicer (except for its own acts or omissions as
Servicer hereunder) or for any but its own acts or omissions;
(v) The Trustee shall not be deemed to take notice or be deemed
to have knowledge of any matter, including without limitation any
default or Event of Default, unless written notice thereof, referring to
the Certificates, the Depositor, the Trust Fund or this Agreement is
received by a Responsible Officer of the Trustee at its Corporate Trust
Office; and
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(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;
(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;
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(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 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 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
Loans or deposited in or withdrawn from the Custodial Account for P&I by the
Servicer or for investment of any such amounts. The Trustee shall not be
responsible for the legality or validity of this Agreement or the validity,
priority, perfection or sufficiency of the security for the Certificates issued
or intended to be issued hereunder. The Trustee shall have no responsibility for
filing any financing or continuation statement in any public office at any time
or to otherwise perfect or maintain the perfection of any security interest or
lien granted to it hereunder or to record this Agreement.
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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
each 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.
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Section 8.9. Successor Trustee. Any successor trustee appointed as
provided in Section 8.8 shall execute, acknowledge and deliver to the Servicer
and to its predecessor trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor trustee
shall become effective, and such successor trustee, without any further act,
deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its 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 each 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
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hereunder and 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 or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or a
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. The Trustee shall not be responsible
for any action or inaction of any such separate trustee or co-trustee. If any
separate trustee or co-trustee shall die, become incapable of acting, resign or
be removed, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.
The Trustee may appoint one or more Eligible Institutions to act as its
agent or agents to perform any or all of its duties and obligations under this
Agreement. Each such agent shall be subject to all of the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee.
Section 8.12. Appointment of Custodians. The Trustee may, with the
consent of the Servicer, appoint one or more Custodians, not affiliated with the
Depositor, to review, pursuant to Section 2.2 hereof, and hold all or a portion
of the Mortgage Files as agent for the Trustee provided, however, that such
appointed Custodian may be LaSalle National Bank. 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.
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Section 8.13. Authenticating Agent.
(a) The Trustee may appoint from time to time an authenticating
agent (the "Authenticating Agent") which shall be authorized to act on
behalf of the Trustee in authenticating Certificates. Wherever reference
is made in this Agreement to the authentication of Certificates by the
Trustee or the Trustee's certificate of authentication, such reference
shall be deemed to include authentication on behalf of the Trustee by
the Authenticating Agent and a certificate of authentication executed on
behalf of the Trustee by the Authenticating Agent. Any successor
Authenticating Agent must be acceptable to the Servicer and have a
principal office and place of business in New York, New York or Chicago,
Illinois, have a combined capital and surplus of at least $50,000,000,
and be authorized to do a trust business and subject to supervision or
examination by federal or state authorities.
(b) Any corporation into which the Authenticating Agent may be
merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to
which the Authenticating Agent shall be a party, or any corporation
succeeding to all or substantially all of the corporate agency business
of the Authenticating Agent, shall continue to be the Authenticating
Agent without the execution or filing of any paper or any further act on
the part of the Trustee or the Authenticating Agent.
(c) The Authenticating Agent may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee and
to the Servicer. The Trustee may at any time terminate the agency of the
Authenticating Agent by giving written notice of termination to the
Authenticating Agent and to the Servicer. Upon receiving a notice of
resignation or upon such a termination, or in case at any time the
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.13, the Trustee promptly shall appoint a
successor Authenticating Agent, shall give written notice of such
appointment to the Servicer and shall mail notice of such appointment to
all Certificateholders. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the
rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as Authenticating
Agent herein. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section 8.13.
(d) The Authenticating Agent shall have no responsibility or
liability for any action taken by it as such at the direction of the
Trustee. Any reasonable compensation paid to the Authenticating Agent
shall be a reimbursable expense under Section 8.6.
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Section 8.14. Bloomberg. As soon as practicable after the Closing Date,
the Trustee or the Certificate Administrator, if any, will arrange with
Bloomberg to have the Depositor set up on Bloomberg to provide the information
set forth on Exhibit Q (the "Data") with respect to the Loans on a monthly basis
in a format acceptable to Bloomberg and acceptable to the Underwriters. During
the term of this Agreement, the Trustee will provide updated Data to Bloomberg
on or before each Distribution Date.
Section 8.15. Reports to Securities and Exchange Commission. Unless
otherwise directed by the Depositor in writing, the Certificate Administrator or
the Trustee, as applicable, shall prepare, sign and file with the Securities and
Exchange Commission, on behalf of the Depositor, (i) no later than ten days
after each Distribution Date, the Certificateholders' Report on the appropriate
form and in the appropriate medium authorized or prescribed therefor under the
Exchange Act , (ii) no later than March 25 of each calendar year, an annual
report meeting the requirements of the Exchange Act on the appropriate form and
in the appropriate medium authorized or prescribed therefor under the Exchange
Act. The Trustee or the Certificate Administrator, as applicable, shall promptly
forward copies of all filings made pursuant to this Section 8.15 to the
Depositor.
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ARTICLE IX
TERMINATION
Section 9.1. Termination upon Purchase by the Depositor or Liquidation
of All Loans. The respective obligations and responsibilities of the Servicer
and the Trustee created hereby (other than the obligation to make payments to
Certificateholders as hereafter set forth in this Section 9.1 and obligations to
the Trustee in Sections 8.4 and 8.6) shall terminate upon the earlier of (i) the
later of the final payment or other liquidation (or any Advance with respect
thereto) of the last Loan remaining in the Trust Fund and the disposition of all
property acquired in respect of any Loan or (ii) the purchase by the Depositor
of all Loans at a price equal to the sum of (a) the principal balance of each
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 Loans and (b) the fair market value of all acquired property
in respect of Loans, less any Nonrecoverable Advances made with respect to any
such 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 Loans pursuant
to clause (ii) above, provided, however, that such right shall be conditioned
upon the Principal Balances of such Loans, at the time of any such purchase,
aggregating an amount less than 10% of the aggregate Principal Balance of the
Loans on the Cut-off Date, after deduction of payments due on or before such
date.
Notice of any termination pursuant to clause (i) or (ii) above,
specifying the Distribution Date upon which all Certificateholders may surrender
their Certificates to the Trustee or its agent for payment and cancellation,
shall be given promptly by the Trustee or its agent (upon direction by the
Servicer no less than 10 days prior to the date such notice is to be mailed) by
letter to Certificateholders and each 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 or the Certificate Registrar therein
designated, (ii) the amount of any such final payment and (iii) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the Certificates at the
office or agency of the Trustee or the Certificate Registrar therein specified.
The Trustee or its agent shall give such notice to the Certificate Registrar and
each Rating Agency at the time such notice is given to the Certificateholders.
Upon any such termination, the duties of the Certificate Registrar shall also
terminate. In the event such notice is given in connection with the Depositor's
election to
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purchase, the Depositor shall deposit in the Certificate Account on the related
Withdrawal Date an amount equal to the above-described purchase price and upon
such deposit Certificateholders will be entitled to the amount of such purchase
price but not amounts in excess thereof, all as provided herein. Upon
presentation and surrender of the Certificates pursuant to any termination under
this Section 9.1, the Trustee or Paying Agent shall cause to be distributed to
Certificateholders an amount equal to (a) the amount otherwise distributable on
such Distribution Date, if not in connection with a purchase; or (b) if the
Depositor elected to so purchase, the purchase price calculated as above
provided. Upon any termination pursuant to clause (iii) above, or upon
certification to the Trustee by a Servicing Officer following such final
deposit, the Trustee and any Custodian shall promptly release to the Servicer
the Mortgage Files for the remaining Loans, and the Trustee shall execute all
assignments, endorsements and other instruments necessary to effectuate such
transfer.
In the event that all of the Certificateholders shall not surrender
their Certificates for cancellation within three months after the time specified
in the above-mentioned written notice, the Trustee or its agent shall give a
second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within three months after the second notice all the Certificates
shall not have been surrendered for cancellation, the Trustee or its agent shall
take appropriate and reasonable steps as directed by the Servicer, to contact
the remaining Certificateholders concerning surrender of their Certificates, and
the cost thereof shall be paid out of the funds and other assets which remain in
trust hereunder.
Section 9.2. Trusts Irrevocable. Except as expressly provided herein,
all trusts created hereby are irrevocable.
Section 9.3. Additional Termination Requirements.
(a) In the event the Depositor exercises its purchase option as
provided in Section 9.1, the Trust Fund shall be terminated in
accordance with the following additional requirements, unless the
Trustee and the Certificate Administrator have received an Opinion of
Counsel to the effect that the failure of the Trust Fund to comply with
the requirements of this Section 9.3 will not (i) result in the
imposition of taxes on "prohibited transactions" of REMIC I or REMIC II
of the Trust Fund as described in Section 860F(a)(2) of the Code, or
(ii) cause either REMIC I or REMIC II of the Trust Fund to fail to
qualify as a REMIC at any time that any Certificates are outstanding:
(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
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<PAGE>
such plan of liquidation; provided, however, that in the event
that a calendar quarter ends after the time of adoption of such
a plan of complete liquidation but prior to the final
Distribution Date, the Servicer shall not sell any of the assets
of the Trust Fund prior to the close of that calendar quarter.
(b) The Tax Matters Person hereby agrees to adopt such a plan of
complete liquidation and to take such other action in connection
therewith as may be reasonably requested by the Servicer.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.1. Amendment. This Agreement may be amended from time to time
by the Depositor and the Trustee, without the consent of any of the
Certificateholders, (a) to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision herein, or
to make any other provisions with respect to matters or questions arising under
this Agreement, (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 Group I and Group II 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 or (c) such amendment is made to
conform the terms of this Agreement to the terms described in the Prospectus
dated September 18, 1998, together with the Prospectus Supplement dated February
19, 1999.
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 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 Group I or Group II
Subordinate Certificates in a manner other than as described in clause (a) above
without the consent of the Holders of Group I and Group II Subordinate
Certificates aggregating not less than 66-2/3% of the aggregate Percentage
Interest evidenced by all Group I and Group II Subordinate Certificates; (d)
adversely affect in any material respect the interest of the Class R
Certificateholder without the consent of the
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<PAGE>
Holder 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 Certificates, Group I Subordinate Certificates or Group II Subordinate
Certificates are outstanding if such amendment relates to the modification,
elimination or addition of any provision necessary to maintain the qualification
of the Trust Fund as a REMIC.
Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel to the effect that such amendment will not cause
either REMIC I or REMIC II of the Trust Fund to fail to qualify as a REMIC at
any time that any REMIC I Regular Interests or REMIC II Certificates are
outstanding.
As soon as practicable after the execution of any such amendment, the
Trustee shall furnish written notification of the substance of such amendment to
each Certificateholder and each 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.
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Section 10.3. Limitation on Rights of Certificateholders. The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or take any action or proceeding
in any court for a partition or winding up of the Trust Fund, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of
them.
Except as otherwise expressly provided herein no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Fund, or the obligations of the parties hereto, nor shall anything herein
set forth, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association, nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless all of the
Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust
Fund shall have made written request upon the Trustee to institute such action,
suit or proceeding in its own name as Trustee hereunder and shall have offered
to the Trustee such reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby, and the Trustee, for
60 days after its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding; it
being understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more holders of Certificates shall have any right in any manner whatever
by virtue or by availing of any provision of this Agreement to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
or to enforce any right under this Agreement, except in the manner herein
provided and for the benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section 10.3, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.
Section 10.4. Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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:
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<PAGE>
Maria Fregosi - Director - ABN AMRO Mortgage Operations, or such other address
as may hereafter be furnished to the Servicer and the Trustee in writing by the
Depositor, (b) in the case of the Servicer, to LaSalle Home Mortgage
Corporation, 4242 North Harlem Avenue, Norridge, Illinois 60634, Attention:
Servicer, or such other address as may hereafter be furnished to the Depositor
and the Trustee in writing by the Servicer, (c) in the case of the Trustee, to
the Corporate Trust Office, or such other address as may hereafter be furnished
to the Depositor and the Servicer in writing by the Trustee, in each case
Attention: Corporate Trust Department, (d) in the case of S&P, to Standard &
Poor's Rating Services, 25 Broadway, 10th Floor, New York, New York, 10004-1064,
Attention: Residential Mortgage Surveillance Department, or such other address
as may hereinafter be furnished to the Depositor in writing by S&P and (e) in
the case of Fitch, to Fitch IBCA, Inc., One State Street Plaza, 32nd Floor, New
York, New York, 10004, Attention: Alla Tyurina, Residential Mortgage, or such
other address as may hereinafter be furnished to the Depositor in writing by
Fitch. 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have
caused their names to be signed hereto by their respective officers thereunto
duly authorized, all as of the day and year first above written.
ABN AMRO MORTGAGE CORPORATION,
as Depositor
By: /s/ Stewart W. Fleming
-------------------------------
Name: Stewart W. Fleming
Its: Senior Vice President
Pooling and Servicing Agreement
114
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<PAGE>
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee
By: /s/ S. Whitten Rusk III
--------------------------------
Its: Vice President
--------------------------------
Pooling and Servicing Agreement
115
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<PAGE>
LASALLE HOME MORTGAGE CORPORATION,
as Servicer
By: /s/ Richard Geary
--------------------------------
Its: Senior Vice President
--------------------------------
Pooling and Servicing Agreement
116
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<PAGE>
STATE OF ___________ )
: ss.:
COUNTY OF ___________ )
On the ____ day of March, 1999, before me,
___________________________, personally appeared Stewart W. Fleming, a Senior
Vice President of ABN AMRO Mortgage Corporation, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument, and acknowledged to me that he executed
the same in his authorized capacity, and that by his signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal
Signature ____________________________ (Seal)
Pooling and Servicing Agreement
117
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<PAGE>
STATE OF ___________ )
: ss.:
COUNTY OF ___________ )
On the ____ day of March, 1999, before me,
___________________________, personally appeared ________________________, known
to me to be _____________________ of Chase Bank of Texas, National Association,
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]
Pooling and Servicing Agreement
118
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<PAGE>
STATE OF ___________ )
: ss.:
COUNTY OF ___________ )
On the ____ day of March, 1999, before me,
___________________________, personally appeared __________________________,
known to me to be _____________________ of LaSalle Home Mortgage Corporation,
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]
Pooling and Servicing Agreement
119
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<PAGE>
EXHIBIT A
FORMS OF CERTIFICATES
A-1
<PAGE>
<PAGE>
Exhibit A-1
CUSIP __________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-1
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one-to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents 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 24, 1999. The rate at which
interest is payable as of the Issue Date with respect to this Certificate is
6.15% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1999-2 Portion of the Class IA-1
Principal Balance as of the Cut-Off
Date evidenced by this Certificate:
Class IA-1 Remittance Rate: 6.15% $________________________________
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Last Scheduled Distribution Date: __________ __, 20__
Class IA-1 Principal Balance as of the Cut-Off Date:
$__________________
----------------
Registered Owner Certificate No.__
A-1-1
<PAGE>
<PAGE>
[OID LEGEND
This certificate was issued on [March 24, 1999] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.
A-1-2
<PAGE>
<PAGE>
Exhibit A-2
CUSIP __________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-2
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one-to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is March 24, 1999. The rate at which
interest is payable as of the Issue Date with respect to this Certificate is
6.30% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1999-2 Portion of the Class IA-2
Principal Balance as of the Cut-Off
Date evidenced by this Certificate:
Class IA-2 Remittance Rate: 6.30% $____________________________
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Last Scheduled Distribution Date: __________ __, 20__
Class IA-2 Principal Balance as of the Cut-Off Date:
$_______________________
----------------
Registered Owner Certificate No.__
A-2-1
<PAGE>
<PAGE>
[OID LEGEND
This certificate was issued on [March 24, 1999] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.
A-2-2
<PAGE>
<PAGE>
Exhibit A-3
CUSIP __________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-3
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is March 24, 1999. The rate at which
interest is payable as of the Issue Date with respect to this Certificate is
6.35% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1999-2 Portion of the Class IA-3
Principal Balance as of the Cut-Off
Date evidenced by this Certificate:
Class IA-3 Remittance Rate: 6.35% $_____________________________
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Last Scheduled Distribution Date: __________ __, 20__
Class IA-3 Principal Balance as of the Cut-Off Date:
$_____________________
----------------
Registered Owner Certificate No.__
A-3-1
<PAGE>
<PAGE>
[OID LEGEND
This certificate was issued on [March 24, 1999] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.]
A-3-2
<PAGE>
<PAGE>
Exhibit A-4
CUSIP __________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-4
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is March 24, 1999. The rate at which
interest is payable as of the Issue Date with respect to this Certificate is
6.40% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1999-2 Portion of the Class IA-4
Principal Balance as of the Cut-Off
Date evidenced by this Certificate:
Class IA-4 Remittance Rate: 6.40% $__________________________
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Last Scheduled Distribution Date: __________ __, 20__
Class IA-4 Principal Balance as of the Cut-Off Date:
$________________________
----------------
Registered Owner Certificate No.__
A-4-1
<PAGE>
<PAGE>
[OID LEGEND
This certificate was issued on [March 24, 1999] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.
A-4-2
<PAGE>
<PAGE>
Exhibit A-5
CUSIP __________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-5
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one-to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is March 24, 1999. The rate at which
interest is payable as of the Issue Date with respect to this Certificate is
variable.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1999-2 Portion of the Class IA-5
Principal Balance as of the Cut-Off
Date evidenced by this Certificate:
Class IA-5 Remittance Rate: Variable $_________________________
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Last Scheduled Distribution Date: __________ __, 20__
Class IA-5 Principal Balance as of the Cut-Off Date:
$______________________
----------------
Registered Owner Certificate No.__
A-5-1
<PAGE>
<PAGE>
[OID LEGEND
This certificate was issued on [March 24, 1999] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.
A-5-2
<PAGE>
<PAGE>
Exhibit A-6
CUSIP ____________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-6
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one-to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is March 24, 1999. The rate at which
interest is payable as of the Issue Date with respect to this Certificate is
6.75% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1999-2 Portion of the Class IA-6
Principal Balance as of the Cut-Off
Date evidenced by this Certificate:
Class IA-6 Remittance Rate: 6.75% $_____________________________
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Last Scheduled Distribution Date: __________ __, 20__
Class IA-6 Principal Balance as of the Cut-Off Date:
$______________________
----------------
Registered Owner Certificate No.__
A-6-1
<PAGE>
<PAGE>
[OID LEGEND
This certificate was issued on [March 24, 1999] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.]
A-6-2
<PAGE>
<PAGE>
Exhibit A-7
CUSIP __________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-7
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one-to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is March 24, 1999. The rate at which
interest is payable as of the Issue Date with respect to this Certificate is
6.75% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1999-2 Portion of the Class IA-7
Principal Balance as of the Cut-Off
Date evidenced by this Certificate:
Class IA-7 Remittance Rate: 6.75% $________________________
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Last Scheduled Distribution Date: __________ __, 20__
Class IA-6 Principal Balance as of the Cut-Off Date:
$_____________________
----------------
Registered Owner Certificate No.__
A-7-1
<PAGE>
<PAGE>
[OID LEGEND
This certificate was issued on [March 24, 1999] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.]
A-7-2
<PAGE>
<PAGE>
Exhibit A-8
CUSIP __________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IA-8
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one-to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is March 24, 1999. The rate at which
interest is payable as of the Issue Date with respect to this Certificate is
6.75% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
IN THE CASE OF ANY CLASS IA-8 CERTIFICATE PRESENTED FOR REGISTRATION IN
THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH
PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO
EFFECT SUCH ACQUISITION, THE TRUSTEE OR CERTIFICATE REGISTRAR SHALL
REQUIRE SUCH TRANSFEREE TO PROVIDE AN OFFICER'S CERTIFICATE SIGNED BY A
RESPONSIBLE OFFICER OF SUCH TRANSFEREE STATING THAT (i) 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 (ii) 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; PROVIDED
THAT IF THE CLASS IA-8 CERTIFICATE IS A BOOK-ENTRY CERTIFICATE, SUCH
TRANSFEREE SHALL BE DEEMED BY THE ACCEPTANCE OR ACQUISITION OF SUCH
CERTIFICATE TO HAVE MADE THE REPRESENTATIONS IN CLAUSES (i) AND (ii)
ABOVE.
Series 1999-2 Portion of the Class IA-8
Principal Balance as of the Cut-Off
Date evidenced by this Certificate:
A-8-1
<PAGE>
<PAGE>
Class IA-8 Remittance Rate: 6.75% $____________________________
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Last Scheduled Distribution Date: __________ __, 20__
Class IA-8 Principal Balance as of the Cut-Off Date:
$___________________________
----------------
Registered Owner Certificate No.__
A-8-2
<PAGE>
<PAGE>
[OID LEGEND
This certificate was issued on [March 24, 1999] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.]
A-8-3
<PAGE>
<PAGE>
Exhibit A-9
CUSIP_____________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IM
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 24,
1999.
[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 IM CERTIFICATE PRESENTED FOR REGISTRATION IN THE
NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH
PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO
EFFECT SUCH ACQUISITION, THE TRUSTEE OR CERTIFICATE REGISTRAR SHALL
REQUIRE SUCH TRANSFEREE TO PROVIDE AN OFFICER'S CERTIFICATE SIGNED BY A
RESPONSIBLE OFFICER OF SUCH TRANSFEREE STATING THAT (i) 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 (ii) 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; PROVIDED
THAT IF THE CLASS IM CERTIFICATE IS A BOOK-ENTRY CERTIFICATE, SUCH
TRANSFEREE SHALL BE DEEMED BY THE ACCEPTANCE OR ACQUISITION OF SUCH
CERTIFICATE TO HAVE MADE THE REPRESENTATIONS IN CLAUSES (i) AND (ii)
ABOVE.
The Class IM 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 1999-2 Portion of the Class IM
Principal Balance as of the Cut-Off
Date evidenced by this Certificate:
Class IM Remittance Rate: 6.75% $___________________________
A-9-1
<PAGE>
<PAGE>
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Last Scheduled Distribution Date: __________ __, 20__
Class IM Principal Balance as of the Cut-Off Date:
$______________________
----------------
Registered Owner Certificate No.__
A-9-2
<PAGE>
<PAGE>
[OID LEGEND]
This certificate was issued on [March 24, 1999] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.
A-9-3
<PAGE>
<PAGE>
Exhibit A-10
CUSIP _____________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IB-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 24,
1999.
[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 IB-1 CERTIFICATE PRESENTED FOR REGISTRATION IN
THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH
PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO
EFFECT SUCH ACQUISITION, THE TRUSTEE OR CERTIFICATE REGISTRAR SHALL
REQUIRE SUCH TRANSFEREE TO PROVIDE AN OFFICER'S CERTIFICATE SIGNED BY A
RESPONSIBLE OFFICER OF SUCH TRANSFEREE STATING THAT (i) 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 (ii) 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; PROVIDED
THAT IF THE CLASS IB-1 CERTIFICATE IS A BOOK-ENTRY CERTIFICATE, SUCH
TRANSFEREE SHALL BE DEEMED BY THE ACCEPTANCE OR ACQUISITION OF SUCH
CERTIFICATE TO HAVE MADE THE REPRESENTATIONS IN CLAUSES (i) AND (ii)
ABOVE.
The Class IB-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 1999-2 Portion of the Class IB-1
Principal Balance as of the Cut-Off
Date evidenced by this Certificate:
A-10-1
<PAGE>
<PAGE>
Class IB-1 Remittance Rate: 6.75% $__________________
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Last Scheduled Distribution Date: __________ __, 20__
Class IB-1 Principal Balance as of the Cut-Off Date:
$________________________
----------------
Registered Owner Certificate No.__
A-10-2
<PAGE>
<PAGE>
[OID LEGEND
This certificate was issued on [March 24, 1999] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.
A-10-3
<PAGE>
<PAGE>
Exhibit A-11
CUSIP ____________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IB-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 24,
1999.
[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 IB-2 CERTIFICATE PRESENTED FOR REGISTRATION IN
THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH
PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO
EFFECT SUCH ACQUISITION, THE TRUSTEE OR CERTIFICATE REGISTRAR SHALL
REQUIRE SUCH TRANSFEREE TO PROVIDE AN OFFICER'S CERTIFICATE SIGNED BY A
RESPONSIBLE OFFICER OF SUCH TRANSFEREE STATING THAT (i) 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 (ii) 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; PROVIDED
THAT IF THE CLASS IB-2 CERTIFICATE IS A BOOK-ENTRY CERTIFICATE, SUCH
TRANSFEREE SHALL BE DEEMED BY THE ACCEPTANCE OR ACQUISITION OF SUCH
CERTIFICATE TO HAVE MADE THE REPRESENTATIONS IN CLAUSES (i) AND (ii)
ABOVE;
The Class IB-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 1999-2 Portion of the Class IB-2
Principal Balance as of the Cut-Off
Date evidenced by this Certificate:
A-11-1
<PAGE>
<PAGE>
Class IB-2 Remittance Rate: 6.75% $_____________________
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Last Scheduled Distribution Date: __________ __, 20__
Class IB-2 Principal Balance as of the Cut-Off Date:
$_______________________
----------------
Registered Owner Certificate No.__
A-11-2
<PAGE>
<PAGE>
[OID LEGEND
This certificate was issued on [March 24, 1999] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.
A-11-3
<PAGE>
<PAGE>
Exhibit A-12
CUSIP _____________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IB-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 24,
1999.
IN THE CASE OF ANY CLASS IB-3 CERTIFICATE PRESENTED FOR REGISTRATION IN
THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH
PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO
EFFECT SUCH ACQUISITION, THE TRUSTEE OR CERTIFICATE REGISTRAR SHALL
REQUIRE SUCH TRANSFEREE TO PROVIDE AN OFFICER'S CERTIFICATE SIGNED BY A
RESPONSIBLE OFFICER OF SUCH TRANSFEREE STATING THAT THE TRANSFEREE IS AN
INSURANCE COMPANY USING ASSETS OF AN "INSURANCE COMPANY GENERAL ACCOUNT"
(WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS
EXEMPTION ("PTCE") 95-60) TO EFFECT SUCH PURCHASE AND SATISFIES ALL OF THE
REQUIREMENTS FOR EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF PTCE 95-60,
WHICH OFFICER'S CERTIFICATE SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
CERTIFICATE ADMINISTRATOR, IF ANY, OR THE DEPOSITOR.
The Class IB-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 1999-2 Portion of the Class IB-3
Principal Balance as of the Cut-Off
Date evidenced by this Certificate:
Class IB-3 Remittance Rate: 6.75% $__________________________
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Last Scheduled Distribution Date: __________ __, 20__
Class IB-3 Principal Balance as of the Cut-Off Date:
$_______________________
----------------
Registered Owner Certificate No.__
A-12-1
<PAGE>
<PAGE>
[OID LEGEND
This certificate was issued on [March 24, 1999] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.
A-12-2
<PAGE>
<PAGE>
Exhibit A-13
CUSIP ____________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IB-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 [24],
1999.
IN THE CASE OF ANY CLASS IB-4 CERTIFICATE PRESENTED FOR REGISTRATION IN
THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH
PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO
EFFECT SUCH ACQUISITION, THE TRUSTEE OR CERTIFICATE REGISTRAR SHALL
REQUIRE SUCH TRANSFEREE TO PROVIDE AN OFFICER'S CERTIFICATE SIGNED BY A
RESPONSIBLE OFFICER OF SUCH TRANSFEREE STATING THAT THE TRANSFEREE IS AN
INSURANCE COMPANY USING ASSETS OF AN "INSURANCE COMPANY GENERAL ACCOUNT"
(WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS
EXEMPTION ("PTCE") 95-60) TO EFFECT SUCH PURCHASE AND SATISFIES ALL OF THE
REQUIREMENTS FOR EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF PTCE 95-60,
WHICH OFFICER'S CERTIFICATE SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
CERTIFICATE ADMINISTRATOR, IF ANY, OR THE DEPOSITOR.
The Class IB-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 1999-2 Portion of the Class IB-4
Principal Balance as of the Cut-Off
Date evidenced by this Certificate:
Class IB-4 Remittance Rate: 6.75% $_________________________
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Last Scheduled Distribution Date: __________ __, 20__
Class IB-4 Principal Balance as of the Cut-Off Date:
$___________________________
----------------
Registered Owner Certificate No.__
A-13-1
<PAGE>
<PAGE>
[OID LEGEND
This certificate was issued on [March 24, 1999] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.
A-13-2
<PAGE>
<PAGE>
Exhibit A-14
CUSIP ____________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IB-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 24,
1999.
IN THE CASE OF ANY CLASS IB-5 CERTIFICATE PRESENTED FOR REGISTRATION IN
THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH
PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO
EFFECT SUCH ACQUISITION, THE TRUSTEE OR CERTIFICATE REGISTRAR SHALL
REQUIRE SUCH TRANSFEREE TO PROVIDE AN OFFICER'S CERTIFICATE SIGNED BY A
RESPONSIBLE OFFICER OF SUCH TRANSFEREE STATING THAT THE TRANSFEREE IS AN
INSURANCE COMPANY USING ASSETS OF AN "INSURANCE COMPANY GENERAL ACCOUNT"
(WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS
EXEMPTION ("PTCE") 95-60) TO EFFECT SUCH PURCHASE AND SATISFIES ALL OF THE
REQUIREMENTS FOR EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF PTCE 95-60,
WHICH OFFICER'S CERTIFICATE SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
CERTIFICATE ADMINISTRATOR, IF ANY, OR THE DEPOSITOR.
The Class IB-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 1999-2 Portion of the Class IB-5
Principal Balance as of the Cut-Off
Date evidenced by this Certificate:
Class IB-5 Remittance Rate: 6.75% $______________________
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Last Scheduled Distribution Date: ___________ __, 20__
Class IB-5 Principal Balance as of the Cut-Off Date:
$____________________
----------------
Registered Owner Certificate No.__
A-14-1
<PAGE>
<PAGE>
[OID LEGEND
This certificate was issued on [March 24, 1999] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.
A-14-2
<PAGE>
<PAGE>
Exhibit A-15
CUSIP __________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIA
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 24, 1999. The rate at which
interest is payable as of the Issue Date with respect to this Certificate is
variable.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1999-2 Portion of the Class IIA
Principal Balance as of the Cut-Off
Date evidenced by this Certificate:
Class IIA Remittance Rate: Variable $__________________________
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Last Scheduled Distribution Date: __________ __, 20__
Class IIA Principal Balance as of the Cut-Off Date:
$__________________________
----------------
Registered Owner Certificate No.__
A-15-3
<PAGE>
<PAGE>
[OID LEGEND
This certificate was issued on [March 24, 1999] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.
A-15-4
<PAGE>
<PAGE>
Exhibit A-16
CUSIP_____________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIM
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 24,
1999.
[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 IIM CERTIFICATE PRESENTED FOR REGISTRATION IN THE
NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH
PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO
EFFECT SUCH ACQUISITION, THE TRUSTEE OR CERTIFICATE REGISTRAR SHALL
REQUIRE SUCH TRANSFEREE TO PROVIDE AN OFFICER'S CERTIFICATE SIGNED BY A
RESPONSIBLE OFFICER OF SUCH TRANSFEREE STATING THAT (i) 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 (ii) 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; PROVIDED
THAT IF THE CLASS IIM CERTIFICATE IS A BOOK-ENTRY CERTIFICATE, SUCH
TRANSFEREE SHALL BE DEEMED BY THE ACCEPTANCE OR ACQUISITION OF SUCH
CERTIFICATE TO HAVE MADE THE REPRESENTATIONS IN CLAUSES (i) AND (ii)
ABOVE.
The Class IIM 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 1999-2 Portion of the Class IIM
Principal Balance as of the Cut-Off
Date evidenced by this Certificate:
A-16-5
<PAGE>
<PAGE>
Class IM Remittance Rate: Variable $________________________
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Last Scheduled Distribution Date: __________ __, 20__
Class IIM Principal Balance as of the Cut-Off Date:
$___________________
----------------
Registered Owner Certificate No.__
A-16-6
<PAGE>
<PAGE>
[OID LEGEND]
This certificate was issued on [March 24, 1999] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.
A-16-7
<PAGE>
<PAGE>
Exhibit A-17
CUSIP _____________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIB-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 24,
1999.
[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 IIB-1 CERTIFICATE PRESENTED FOR REGISTRATION IN
THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH
PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO
EFFECT SUCH ACQUISITION, THE TRUSTEE OR CERTIFICATE REGISTRAR SHALL
REQUIRE SUCH TRANSFEREE TO PROVIDE AN OFFICER'S CERTIFICATE SIGNED BY A
RESPONSIBLE OFFICER OF SUCH TRANSFEREE STATING THAT (i) 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 (ii) 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; PROVIDED
THAT IF THE CLASS IIB-1 CERTIFICATE IS A BOOK-ENTRY CERTIFICATE, SUCH
TRANSFEREE SHALL BE DEEMED BY THE ACCEPTANCE OR ACQUISITION OF SUCH
CERTIFICATE TO HAVE MADE THE REPRESENTATIONS IN CLAUSES (i) AND (ii)
ABOVE.
The Class IIB-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 1999-2 Portion of the Class IIB-1
Principal Balance as of the Cut-Off
Date evidenced by this Certificate:
A-17-1
<PAGE>
<PAGE>
Class IIB-1 Remittance Rate: Variable $_______________________
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Last Scheduled Distribution Date: __________ __, 20__
Class IIB-1 Principal Balance as of the Cut-Off Date:
$_______________________
----------------
Registered Owner Certificate No.__
A-17-2
<PAGE>
<PAGE>
[OID LEGEND
This certificate was issued on [March 24, 1999] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.
A-17-3
<PAGE>
<PAGE>
Exhibit A-18
CUSIP ____________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIB-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 24,
1999.
[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 IIB-2 CERTIFICATE PRESENTED FOR REGISTRATION IN
THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH
PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO
EFFECT SUCH ACQUISITION, THE TRUSTEE OR CERTIFICATE REGISTRAR SHALL
REQUIRE SUCH TRANSFEREE TO PROVIDE AN OFFICER'S CERTIFICATE SIGNED BY A
RESPONSIBLE OFFICER OF SUCH TRANSFEREE STATING THAT (i) 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 (ii) 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; PROVIDED
THAT IF THE CLASS IIB-2 CERTIFICATE IS A BOOK-ENTRY CERTIFICATE, SUCH
TRANSFEREE SHALL BE DEEMED BY THE ACCEPTANCE OR ACQUISITION OF SUCH
CERTIFICATE TO HAVE MADE THE REPRESENTATIONS IN CLAUSES (i) AND (ii)
ABOVE;
The Class IIB-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 1999-2 Portion of the Class IIB-2
Principal Balance as of the Cut-Off
Date evidenced by this Certificate:
A-18-1
<PAGE>
<PAGE>
Class IIB-2 Remittance Rate: Variable $______________________
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Last Scheduled Distribution Date: __________ __, 20__
Class IIB-2 Principal Balance as of the Cut-Off Date:
$______________________
----------------
Registered Owner Certificate No.__
A-18-2
<PAGE>
<PAGE>
[OID LEGEND
This certificate was issued on [March 24, 1999] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.
A-18-3
<PAGE>
<PAGE>
Exhibit A-19
CUSIP _____________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIB-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 24,
1999.
IN THE CASE OF ANY CLASS IIB-3 CERTIFICATE PRESENTED FOR REGISTRATION IN
THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH
PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO
EFFECT SUCH ACQUISITION, THE TRUSTEE OR CERTIFICATE REGISTRAR SHALL
REQUIRE SUCH TRANSFEREE TO PROVIDE AN OFFICER'S CERTIFICATE SIGNED BY A
RESPONSIBLE OFFICER OF SUCH TRANSFEREE STATING THAT THE TRANSFEREE IS AN
INSURANCE COMPANY USING ASSETS OF AN "INSURANCE COMPANY GENERAL ACCOUNT"
(WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS
EXEMPTION ("PTCE") 95-60) TO EFFECT SUCH PURCHASE AND SATISFIES ALL OF THE
REQUIREMENTS FOR EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF PTCE 95-60,
WHICH OFFICER'S CERTIFICATE SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
CERTIFICATE ADMINISTRATOR, IF ANY, OR THE DEPOSITOR.
The Class IIB-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 1999-2 Portion of the Class IIB-3
Principal Balance as of the Cut-Off
Date evidenced by this Certificate:
Class IIB-3 Remittance Rate: Variable $____________________
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Last Scheduled Distribution Date: __________ __, 20__
Class IIB-3 Principal Balance as of the Cut-Off Date:
$____________________
----------------
Registered Owner Certificate No.__
A-19-1
<PAGE>
<PAGE>
[OID LEGEND
This certificate was issued on [March 24, 1999] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.
A-19-2
<PAGE>
<PAGE>
Exhibit A-20
CUSIP ____________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIB-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 24,
1999.
IN THE CASE OF ANY CLASS IIB-4 CERTIFICATE PRESENTED FOR REGISTRATION IN
THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH
PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO
EFFECT SUCH ACQUISITION, THE TRUSTEE OR CERTIFICATE REGISTRAR SHALL
REQUIRE SUCH TRANSFEREE TO PROVIDE AN OFFICER'S CERTIFICATE SIGNED BY A
RESPONSIBLE OFFICER OF SUCH TRANSFEREE STATING THAT THE TRANSFEREE IS AN
INSURANCE COMPANY USING ASSETS OF AN "INSURANCE COMPANY GENERAL ACCOUNT"
(WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS
EXEMPTION ("PTCE") 95-60) TO EFFECT SUCH PURCHASE AND SATISFIES ALL OF THE
REQUIREMENTS FOR EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF PTCE 95-60,
WHICH OFFICER'S CERTIFICATE SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
CERTIFICATE ADMINISTRATOR, IF ANY, OR THE DEPOSITOR.
The Class IIB-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 1999-2 Portion of the Class IIB-4
Principal Balance as of the Cut-Off
Date evidenced by this Certificate:
Class IB-4 Remittance Rate: Variable $________________________
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Last Scheduled Distribution Date: __________ __, 20__
Class IIB-4 Principal Balance as of the Cut-Off Date:
$______________________
----------------
Registered Owner Certificate No.__
A-20-1
<PAGE>
<PAGE>
[OID LEGEND
This certificate was issued on [March 24, 1999] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.
A-20-2
<PAGE>
<PAGE>
Exhibit A-21
CUSIP ____________
MORTGAGE PASS-THROUGH CERTIFICATE
Class IIB-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 24,
1999.
IN THE CASE OF ANY CLASS IIB-5 CERTIFICATE PRESENTED FOR REGISTRATION IN
THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH
PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO
EFFECT SUCH ACQUISITION, THE TRUSTEE OR CERTIFICATE REGISTRAR SHALL
REQUIRE SUCH TRANSFEREE TO PROVIDE AN OFFICER'S CERTIFICATE SIGNED BY A
RESPONSIBLE OFFICER OF SUCH TRANSFEREE STATING THAT THE TRANSFEREE IS AN
INSURANCE COMPANY USING ASSETS OF AN "INSURANCE COMPANY GENERAL ACCOUNT"
(WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS
EXEMPTION ("PTCE") 95-60) TO EFFECT SUCH PURCHASE AND SATISFIES ALL OF THE
REQUIREMENTS FOR EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF PTCE 95-60,
WHICH OFFICER'S CERTIFICATE SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
CERTIFICATE ADMINISTRATOR, IF ANY, OR THE DEPOSITOR.
The Class IIB-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 1999-2 Portion of the Class IIB-5
Principal Balance as of the Cut-Off
Date evidenced by this Certificate:
Class IB-5 Remittance Rate: Variable $_____________________
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Last Scheduled Distribution Date: ___________ __, 20__
Class IIB-5 Principal Balance as of the Cut-Off Date:
$______________________
----------------
Registered Owner Certificate No.__
A-21-1
<PAGE>
<PAGE>
[OID LEGEND
This certificate was issued on [March 24, 1999] with original issued discount
("OID") of $_________________ per $1,000 of original certificate [notional]
principal balance, an initial class coupon rate of ____% per annum, an
annualized monthly compounded yield to maturity of ___%, an adjusted issue price
as a percentage of original certificate [notional] principal balance of ___% and
OID allocable to the initial short accrual period of $___________ per $1,000 of
original certificate [notional] principal balance. The prepayment assumption
used by the issuer in pricing this certificate is ___% [PSA, CPR]. The yield to
maturity was based upon fractional monthly compounding taking into account the
initial short accrual period.
A-21-2
<PAGE>
<PAGE>
EXHIBIT B
FORM OF RESIDUAL CERTIFICATE
CUSIP [__________________]
MORTGAGE PASS-THROUGH CERTIFICATE
Class R
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one-to four-family mortgage loans formed and administered by
ABN AMRO MORTGAGE CORPORATION
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE DEPOSITOR AND
THE CERTIFICATE REGISTRAR THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE UNITED
STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), OR (C) BEING
HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (D) AN AGENT OF A
DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE
TRANSFER TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL
INCLUDE CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF A CLASS R CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
IN THE CASE OF ANY CLASS R CERTIFICATE PRESENTED FOR REGISTRATION IN THE NAME OF
AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY
SUBSEQUENT ENACTMENTS) (A "PLAN"), OR A TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER
PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION,
THE TRUSTEE OR CERTIFICATE REGISTRAR SHALL REQUIRE SUCH TRANSFEREE TO PROVIDE AN
OFFICER'S CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF SUCH TRANSFEREE STATING
THAT THE TRANSFEREE IS AN INSURANCE COMPANY USING ASSETS OF AN "INSURANCE
COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION ("PTCE") 95-60) TO EFFECT SUCH PURCHASE AND
SATISFIES ALL OF THE REQUIREMENTS FOR EXEMPTIVE RELIEF UNDER SECTIONS I AND III
OF PTCE 95-60, WHICH OFFICER'S CERTIFICATE SHALL NOT BE AN EXPENSE OF THE
TRUSTEE, THE CERTIFICATE ADMINISTRATOR, IF ANY, OR THE DEPOSITOR.
B-1
<PAGE>
<PAGE>
Solely for U.S. federal income tax purposes, this Certificate represents
"residual interests" in "real estate mortgage investment conduits," as those
terms are defined in Sections 860G and 860D, respectively, of the Internal
Revenue Code of 1986, as amended.
Series 1999-2 Percentage Interest evidenced by this
Class R Certificate in the distributions to
be made with respect to the Class R
Certificate: ____%
Class R Remittance Rate: 6.75%. Additionally,
the Class R Certificates are entitled to Excess
Liquidation Proceeds and the Residual
Distribution Amount as defined in the Pooling
Agreement.
Cut-Off Date: March 1, 1999
First Distribution Date: April 26, 1999
Last Scheduled Distribution Date: __________
__, 20__
Class R Principal Balance as of the
Cut-Off Date:
$100.00
----------------
Registered Owner Certificate No.__
B-2
<PAGE>
<PAGE>
EXHIBIT C
[RESERVED]
C-1
<PAGE>
<PAGE>
EXHIBIT D
SCHEDULE OF LOANS
A copy of the Schedule of Loans may be obtained by contancting the
Registrant.
D-1
<PAGE>
<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>
<PAGE>
EXHIBIT F
FORM OF TRANSFEROR CERTIFICATE FOR
PRIVATELY OFFERED CERTIFICATES
[Date]
Chase Bank of Texas, National Association, as Trustee
600 Travis
Houston, Texas 77002
Attn: Corporate Trust Group
[LaSalle National Bank, as Certificate Registrar
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60674-4107
Attn: ABN AMRO Series 1999-2]
Re: Purchase of ABN AMRO Mortgage Corporation Mortgage Pass-Through
Certificates Series 1999-2, Class [IB-3] [IB-4] [IB-5] [IIB-3]
[IIB-4] [IIB-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>
<PAGE>
EXHIBIT G
FORM OF TRANSFEREE'S CERTIFICATE FOR
PRIVATELY OFFERED CERTIFICATES
[Date]
Chase Bank of Texas, National Association
600 Travis
Houston, Texas 77002
Attn: Corporate Trust Group
AMN AMRO Mortgage Corporation
181 West Madison, 32nd Floor
Chicago, IL 60602
[LaSalle National Bank, as Certificate Registrar
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60674-4107
Attn: ABN AMRO Series 1999-2]
The undersigned (the "Purchaser") proposes to purchase [Class IB-3]
[Class IB-4] [Class IB-5] [Class IIB-3] [Class IIB-4][Class IIB-5] Certificates
evidencing an undivided interest in ABN AMRO Mortgage Corporation Mortgage
Pass-Through Certificates, Series 1999-2 (the "Purchased Certificates") in the
principal amount of $____________. In doing so, the Purchaser hereby
acknowledges and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Pooling
and Servicing Agreement, dated as of March 1, 1999, 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 1999-2.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
AMAC, the Servicer, the Certificate Registrar and the Trustee that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Purchased Certificates, and to enter into this
Agreement, and duly executed and delivered this Agreement;
(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;
G-1
<PAGE>
<PAGE>
(c) The Purchaser is an "accredited investor" as such term is defined in
paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Section 501 of Regulation
D under the Securities Act of 1933, as amended (the "Act"), has knowledge of
financial and business matters and is capable of evaluating the merits and risks
of an investment in the Purchased Certificates; the Purchaser has sought such
accounting, legal and tax advice as it has considered necessary to make an
informed investment decision; and the Purchaser is able to bear the economic
risk of an investment in the Purchased Certificates and can afford a complete
loss of such investment;
(d) The Purchaser is not affiliated with the Trustee;
(e) The Purchaser confirms that AMAC has made available to the Purchaser
the opportunity to ask questions of, and receive answers from AMAC concerning
the Trust, the purchase by the Purchaser of the Purchased Certificates and all
matters relating thereto that AMAC possesses or can acquire without unreasonable
effort or expense;
(f) If applicable, the Purchaser has complied, and will continue to
comply, with the guidelines established by Thrift Bulletin 12 issued December
13, 1988, by the Office of Regulatory Activities of the Federal Home Loan Bank
System; and
(g) The Purchaser will provide the Trustee and the Servicer with
affidavits substantially in the form of Exhibit A attached hereto.
Section 3. Transfer of Purchased Certificates.
(a) The Purchaser understands that the Purchased Certificates have not
been registered under the Act, or any state securities laws and that no transfer
may be made unless the Purchased Certificates are registered under the Act and
under applicable state law or unless an exemption from registration is
available. The Purchaser further understands that neither AMAC nor the Trust is
under any obligation to register the Purchased Certificates or make an exemption
available. In the event that such a transfer is to be made within two years from
the Closing Date without registration under the Act or applicable state
securities laws, (i) the Trustee or the Certificate Registrar shall require, in
order to assure compliance with such laws, that the Certificateholder's
prospective transferees each certify to AMAC, the Certificate Registrar and the
Trustee as to the factual basis for the registration or qualification exemption
relied upon, and (ii) the Trustee, the Certificate Registrar or AMAC may require
an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Act and state securities laws, which Opinion of Counsel shall not be an
expense of the Trustee, the Certificate Registrar or AMAC. Any such
Certificateholder desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee and AMAC against any liability that may result if the
Transfer is not so exempt or is not made in accordance with such federal and
state laws.
(b) No transfer of a Purchased Certificate shall be made unless the
transferee provides AMAC, the Certificate Registrar and the Trustee with (i) a
Transferee's Agreement, substantially in the form of this Agreement, and (ii) 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
G-2
<PAGE>
<PAGE>
subject to the prohibited transaction provisions of ERISA or Section 4975 of the
Internal Revenue Code of 1986, as amended, or comparable provisions of any
subsequent enactments (a "Plan"), a trustee of any Plan, or any other Person who
is using the "plan assets" of any Plan to effect such acquisition or (y) is an
insurance company, the source of funds to be used by it to purchase the
Purchased Certificates is an "insurance company general account" (within the
meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE")
95-60), and the purchase is being made in reliance upon the availability of the
exemptive relief afforded under Sections I and III of PTCE 95-60.
(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>
<PAGE>
Exhibit A to Form of Transferee Agreement (Exhibit G)
BENEFIT PLAN AFFIDAVIT
RE: ABN AMRO MORTGAGE CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1999-2
(THE "TRUST") [CLASS IB-3] [CLASS IB-4] [CLASS IB-5] [CLASS IIB-3]
[CLASS IIB-4] [CLASS IIB-5] CERTIFICATES
(THE "PURCHASED CERTIFICATES")
Under penalties of perjury, I, ________, declare that, to the best of my
knowledge and belief, the following representations are true, correct and
complete; and
1. That I am the ___________ of ____________(the "Purchaser"), whose
taxpayer identification number is _________________, and on behalf of which I
have the authority to make this affidavit.
2. That the Purchaser is acquiring a Purchased Certificate representing
an interest in Trust.
3. That the Purchaser (i) is not an employee benefit plan or other plan
or arrangement subject to the prohibited transaction provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code"), or comparable
provisions of any subsequent enactments (a "Plan"), a trustee of any Plan, or
any other Person who is using the "plan assets" of any Plan to effect such
acquisition, or (ii) has provided an Officer's Certificate signed by a
Responsible Officer of the Purchaser satisfactory to ABN AMRO Mortgage
Corporation (the "Depositor"), the Certificate Registrar, and the Trustee of the
Trust stating that the Purchaser is an insurance company using assets of a
"insurance company general account" (within the meaning of Department of Labor
Prohibited Transaction Class Exemption ("PTCE") 95-60) to effect such purchase
and satisfies all of the requirements for exemptive relief under Sections I and
III of PTCE 95-60, which Officer's Certificate shall not be an expense of the
Depositor or the Trustee.
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be duly
executed on its behalf, by its duly authorized officer this ___ day of
___________, 199_.
[Purchaser]
By:__________________________
Its:
G-4
<PAGE>
<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>
<PAGE>
EXHIBIT H
[RESERVED]
H-1
<PAGE>
<PAGE>
EXHIBIT I
FORM OF TRANSFEROR CERTIFICATE
[Date]
Chase Bank of Texas, National Association, as Trustee
600 Travis
Houston, Texas 77002
Attn: Corporate Trust Group
[LaSalle National Bank, as Certificate Registrar
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60674-4107
Attn: ABN AMRO Series 1999-2]
Re: ABN AMRO Mortgage Corporation Mortgage Pass-Through
Certificates, Series 1999-2 Class R
This letter is delivered to you in connection with the sale by
_________________ (the "Seller") to ____________________ (the "Purchaser") of
$_________ initial Certificate Principal Balance of Mortgage Pass-Through
Certificates, Series 1999-2, 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, 1999 among ABN AMRO Mortgage Corporation, as
depositor (the "Company"), LaSalle Home Mortgage Corporation, as servicer (the
"Servicer"), and Chase Bank of Texas, National Association, as trustee (the
"Trustee"). All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Seller hereby
certifies, represents and warrants to, and covenants with the Depositor, the
Servicer, the Certificate Registrar and the Trustee that:
1. No purpose of the Seller relating to the sale of the Certificate by
the Seller to the Purchaser is or will be to enable the Seller to impede the
assessment or collection of tax.
2. The Seller understands that the Purchaser has delivered to the
Trustee, the Servicer, the Certificate Registrar and the Depositor a transferee
affidavit and agreement in the form attached to the Pooling and Servicing
Agreement as Exhibit J. The Seller does not know or believe that any
representation contained therein is false.
3. The Seller has no actual knowledge that the Proposed Transferee is
not a Permitted Transferee.
I-1
<PAGE>
<PAGE>
4. The Seller has no actual knowledge that the Purchaser would be
unwilling or unable to pay taxes due on its share of the taxable income
attributable to the Certificates.
5. The Seller has conducted a reasonable investigation of the financial
condition of the Purchaser and, as a result of the investigation , found that
the Purchaser has historically paid its debts as they came due, and found no
significant evidence to indicate that the Purchaser will not continue to pay its
debts as they come due in the future.
6. The Purchaser has represented to the Seller that, if the Certificates
constitute a noneconomic residual interest, it (i) understands that as holder of
a noneconomic residual interest it may incur tax liabilities in excess of any
cash flows generated by the interest, and (ii) intends to pay taxes associated
with its holding of the Certificates as they become due.
Very truly yours,
[Seller]
By:______________________
Name:_________________
Title:________________
I-2
<PAGE>
<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; (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 represent "noneconomic residual
interests" 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>
<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 and the Certificate Registrar
will not register the transfer of the Class R Certificate unless the transferee,
or other transferee's agent, delivers to each of them an affidavit and
agreement, among other things, in substantially the same form as this affidavit
and agreement. The Owner expressly agrees that it will not consummate any such
transfer if it knows or believes that any of the representations contained in
such affidavit and agreement are false.
6. That the Owner has reviewed the restrictions set forth on the face of
the Class R Certificate and the provisions of Section 5.1 of the Pooling and
Servicing Agreement under which the Class R Certificate was issued. The Owner
expressly agrees to be bound by and to comply with such restrictions and
provisions.
7. That the Owner consents to any additional restrictions or arrangements
that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R Certificate will only be owned, directly
or indirectly, by an Owner that is not a disqualified organization.
8. The Owner's Taxpayer Identification Number is __________.
9. That no purpose of the Owner relating to the purchase of the Class R
Certificate by the Owner is or will be to enable the transferor to impede the
assessment or collection of tax.
10. That the Owner has no present knowledge or expectation that it will be
unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding.
11. That the Owner has no present knowledge or expectation that it will
become insolvent or subject to a bankruptcy proceeding for so long as any of the
Certificates remain outstanding.
12. That the purpose of the Owner relating to any sale of the Class R
Certificate by the Owner will be to impede the assessment or collection of tax.
13. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.
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>
<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 represents noneconomic
residual interests, 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]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
J-3
<PAGE>
<PAGE>
Personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be the [Title of Officer] of the 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>
<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 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 "Loans"), formed by ABN
AMRO Mortgage Corporation (the "Depositor"). The Loans were originated or
acquired by various financial institutions and subsequently acquired by the
Depositor. The Mortgage Pool was created pursuant to a Pooling and Servicing
Agreement, dated as of the Cut-Off Date stated above (the "Pooling Agreement"),
between the Depositor, LaSalle Home Mortgage Corporation, as Servicer (the
"Servicer"), and Chase Bank of Texas, National Association, as Trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling Agreement. Nothing herein shall
be deemed inconsistent with such meanings, and in the event of any conflict
between the Pooling Agreement and the terms of this Certificate, the Pooling
Agreement shall control. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling Agreement, to which Pooling
Agreement the Holder of this Certificate, by virtue of the acceptance hereof,
assents and by which such Holder is bound.
Distributions will be made, pursuant to the Pooling Agreement, on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), to the
extent of such Certificateholder's Percentage Interest represented by this
Certificate in the portion of the Certificate Distribution Amount for such
Distribution Date then distributable on the Certificates of this Class, as
specified in Section 4.1 of the Pooling Agreement.
Distributions on this Certificate will be made by the Trustee or its
Paying Agent by wire transfer or by other means of payment acceptable to each
Certificateholder of record on the immediately preceding Record Date.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee or its Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate to the
Certificate Registrar.
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.
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<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>
<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 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 Loans. In the event Servicer
funds are advanced with respect to any Loan, such advance is reimbursable to the
Servicer from the related recoveries on such Loan or from other cash deposited
in the Custodial Account for P & I to the extent that such advance is not
otherwise recoverable.
As provided in the Pooling Agreement, withdrawals from the Custodial
Account for P&I may be made by the Servicer from time to time for purposes other
than distributions to Certificateholders, such purposes including reimbursement
to the Servicer of advances made, or certain expenses incurred, by it.
The Pooling Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Depositor and the Servicer, and the rights of the Certificateholders under the
Pooling Agreement at any time by the Depositor and the Trustee, with the consent
of the Holders of the Certificates aggregating not less than 66-2/3% of the
aggregate Percentage Interest evidenced by all of the Certificates of the Trust
Fund. For the purposes of such provision and except as provided below, voting
rights related to 100% of the Aggregate Certificate Principal Balance of any
Class will be allocated pro rata (by Certificate Principal Balance) among the
Certificates of such Class. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Pooling Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.
As provided in the Pooling Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar or the office maintained by
the Trustee in the City and State of New York, duly endorsed by, or accompanied
by an assignment in the form below or other written instrument of transfer in
form satisfactory to the Trustee or any Authenticating Agent duly executed by,
the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of Authorized Denominations evidencing
the same Percentage Interest set forth hereinabove will be issued to the
designated transferee or transferees.
K-3
<PAGE>
<PAGE>
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 Group
I or Group II 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 Group I or Group II 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 Group I or Group II Junior Subordinate
Certificate shall be deemed to be made in accordance with such Section 5.1(e)
unless such transfer is made pursuant to an effective registration statement
under the Securities Act or unless the Trustee and the Certificate Registrar are
provided with the certificates and an Opinion of Counsel, if required, on which
the Trustee and the Certificate Registrar may conclusively rely, which
establishes or establish to the Trustee's and the Certificate Registrar's
satisfaction that such transfer is exempt from the registration requirements
under the Securities Act, as follows: In the event that a transfer is to be made
in reliance upon an exemption from the Securities Act, the Trustee and the
Certificate Registrar shall require, in order to assure compliance with the
Securities Act, that the Certificateholder desiring to effect such transfer
certify to the Trustee and the Certificate Registrar in writing, in
substantially the form attached as Exhibit F to the Pooling Agreement, the facts
surrounding the transfer, with such modifications to such Exhibit F as may be
appropriate to reflect the actual facts of the proposed transfer, and that the
Certificateholder's proposed transferee certify to the Trustee and the
Certificate Registrar in writing, in substantially the form attached as Exhibit
G to the Pooling Agreement, the facts surrounding the transfer, with such
modifications to such Exhibit G as may be appropriate to reflect the actual
facts of the proposed transfer. If such certificate of the proposed transferee
does not contain substantially the substance of Exhibit G, the Trustee and the
Certificate Registrar shall require an Opinion of Counsel satisfactory to it
that such transfer may be made without registration, which Opinion of Counsel
shall not be obtained at the expense of the Trustee, the Certificate Registrar,
the Trust Fund or the Depositor.
Transfers of the Group I or Group II Junior Subordinate Certificates may
also be made in accordance with Section 5.1(f) of the Pooling Agreement. To
effectuate a Certificate transfer in accordance with such Section 5.1(f), the
proposed transferee of such Certificate must provide the Trustee, the
Certificate Registrar and the Depositor with an investment letter substantially
in the form of Exhibit L attached to the Pooling Agreement, which investment
letter shall not be an expense of the Trustee, the Certificate Registrar or the
Depositor, and which investment letter states that, among other things, such
transferee (i) is a "qualified institutional buyer" as defined under Rule 144A,
acting for its own account or the accounts of other "qualified institutional
buyers" as defined under Rule 144A, and (ii) is aware that the proposed
transferor intends to rely on the exemption from registration requirements under
the Securities Act provided by Rule 144A. Notwithstanding the foregoing, the
proposed transferee of such Certificate shall not be required to provide the
Trustee, the Certificate Registrar or the Depositor with Annex 1 or Annex 2 to
the form of such Exhibit L if the Depositor so consents prior to each such
transfer. Such transfers shall be deemed to have complied with the requirements
of Section 5.1(f) of the Pooling Agreement. The Holder of a Certificate desiring
to effect such transfer does hereby agree to indemnify the Trustee, and the
Certificate Registrar, the
K-4
<PAGE>
<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 or the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Depositor, the Certificate Registrar, the Certificate Administrator,
the Servicer, the Trustee and any agent of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Certificate Registrar, the Certificate
Administrator, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.
The respective obligations and responsibilities of the Servicer and the
Trustee created under the Pooling Agreement (other than the obligation to make
payments to Certificateholders as set forth therein) shall terminate upon the
earlier of (i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Loan remaining in the Trust Fund and
the disposition of all property acquired in respect of any Loan or (ii) the
purchase by the Class R Certificateholder of all 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>
<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
constitute 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>
<PAGE>
EXHIBIT L
FORM OF RULE 144A INVESTMENT REPRESENTATION
Description of Rule 144A Securities, including numbers:
__________________________
__________________________
__________________________
__________________________
The undersigned seller, as registered holder (the "Seller"), intends to transfer
the Rule 144A Securities described above to the undersigned buyer (the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1993
Act"), or that would render the disposition of the Rule 144A Securities in
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the Seller,
the Trustee, the Certificate Registrar and the Servicer (as defined in the
Pooling and Servicing Agreement (the "Agreement") dated as of March 1, 1999
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 __, 1999 relating to the Rule 144A Securities and
has been furnished with all
L-1
<PAGE>
<PAGE>
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 IB-1, Class IB-2,
Class IB-3, Class IB-4, Class IB-5, Class IIB-1, Class IIB-2, Class IIB-3, Class
IIB-4, Class IIB-5 or Class IA-8 Certificate]. The Buyer warrants and represents
to, and covenants with, the Seller, the Servicer, the Certificate Registrar and
the Depositor that (1) the Buyer is not an employee benefit plan (within the
meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA")), subject to the prohibited transaction provisions of ERISA
("Plan"), or a plan (within the meaning of Section 4975(e)(1) of the Internal
Revenue Code of 1986 ("Code")) subject to Section 4975 of the Code (also a
"Plan"), and the Buyer is not directly or indirectly purchasing the Rule 144A
Securities on behalf of, as investment manager of, as named fiduciary of, as
trustee of, or with "plan assets" of any Plan, or (2) The Buyer has provided the
Seller, the Servicer, the Certificate Registrar and the Depositor with an
Officer's Certificate signed by a Responsible Officer of the Buyer stating that
the Buyer is an insurance company using assets of a "insurance company general
account" (within the
L-2
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<PAGE>
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:________________________
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<PAGE>
<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
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<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
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer
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<PAGE>
<PAGE>
is a majority-owned, consolidated subsidiary of another enterprise and the Buyer
is not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
Will the Buyer be purchasing the Rule 144A
______ ______ Securities only for the Buyer's own account?
Yes No
6. If the answer to the foregoing question is "no", the Buyer agrees
that, in connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on Rule
144A, the Buyer will only purchase for the account of a third party that at the
time is a "qualified institutional buyer" within the meaning of Rule 144A. In
addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice is given, the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification as of the date of such purchase.
__________________________________
Print Name of Buyer
By:_______________________________
Name:
Title:
Date:_____________________________
L-1-3
<PAGE>
<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 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.
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<PAGE>
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)
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<PAGE>
EXHIBIT M
[RESERVED]
M-1
<PAGE>
<PAGE>
EXHIBIT N
[RESERVED]
N-1
<PAGE>
<PAGE>
EXHIBIT O
PLANNED PRINCIPAL BALANCES*
<TABLE>
<CAPTION>
Distribution Dates Class IA-1 Class IA-2 Class IA-3 Class IA-5-1
- ------------------ ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
Initial Balance.............. $42,900,000.00 $31,622,000.00 $2,000,000.00 $4,800,000.00
April 25, 1999............... 42,900,000.00 31,622,000.00 2,000,000.00 4,800,000.00
May 25, 1999................. 42,900,000.00 31,622,000.00 2,000,000.00 4,800,000.00
June 25, 1999................ 42,900,000.00 31,622,000.00 2,000,000.00 4,800,000.00
July 25, 1999................ 42,900,000.00 31,622,000.00 2,000,000.00 4,800,000.00
August 25, 1999.............. 42,900,000.00 31,622,000.00 2,000,000.00 4,800,000.00
September 25, 1999........... 42,900,000.00 31,622,000.00 2,000,000.00 4,800,000.00
October 25, 1999............. 42,900,000.00 31,622,000.00 2,000,000.00 4,800,000.00
November 25, 1999............ 42,900,000.00 31,622,000.00 2,000,000.00 4,800,000.00
December 25, 1999............ 42,900,000.00 31,622,000.00 2,000,000.00 4,800,000.00
January 25, 2000............. 42,900,000.00 31,622,000.00 2,000,000.00 4,800,000.00
February 25, 2000............ 42,900,000.00 31,622,000.00 2,000,000.00 4,800,000.00
March 25, 2000............... 42,224,610.10 31,622,000.00 2,000,000.00 4,800,000.00
April 25, 2000............... 41,512,799.51 31,622,000.00 2,000,000.00 4,800,000.00
May 25, 2000................. 40,764,928.97 31,622,000.00 2,000,000.00 4,800,000.00
June 25, 2000................ 39,981,382.55 31,622,000.00 2,000,000.00 4,800,000.00
July 25, 2000................ 39,162,567.31 31,622,000.00 2,000,000.00 4,800,000.00
August 25, 2000.............. 38,308,913.02 31,622,000.00 2,000,000.00 4,800,000.00
September 25, 2000........... 37,420,871.77 31,622,000.00 2,000,000.00 4,800,000.00
October 25, 2000............. 36,498,917.59 31,622,000.00 2,000,000.00 4,800,000.00
November 25, 2000............ 35,543,615.26 31,622,000.00 2,000,000.00 4,800,000.00
December 25, 2000............ 34,555,480.08 31,622,000.00 2,000,000.00 4,800,000.00
January 25, 2001............. 33,535,047.96 31,622,000.00 2,000,000.00 4,800,000.00
February 25, 2001............ 32,483,050.73 31,622,000.00 2,000,000.00 4,800,000.00
March 25, 2001............... 31,400,060.58 31,622,000.00 2,000,000.00 4,800,000.00
April 25, 2001............... 30,286,786.95 31,622,000.00 2,000,000.00 4,800,000.00
May 25, 2001................. 29,144,009.80 31,622,000.00 2,000,000.00 4,800,000.00
June 25, 2001................ 27,973,401.75 31,622,000.00 2,000,000.00 4,800,000.00
July 25, 2001................ 26,779,063.80 31,622,000.00 2,000,000.00 4,800,000.00
August 25, 2001.............. 25,583,450.96 31,622,000.00 2,000,000.00 4,800,000.00
September 25, 2001........... 24,395,629.16 31,622,000.00 2,000,000.00 4,800,000.00
October 25, 2001............. 23,215,703.00 31,622,000.00 2,000,000.00 4,800,000.00
November 25, 2001............ 22,043,621.82 31,622,000.00 2,000,000.00 4,800,000.00
December 25, 2001............ 20,879,335.32 31,622,000.00 2,000,000.00 4,800,000.00
January 25, 2002............. 19,722,793.48 31,622,000.00 2,000,000.00 4,800,000.00
February 25, 2002............ 18,573,946.64 31,622,000.00 2,000,000.00 4,800,000.00
March 25, 2002............... 17,432,745.46 31,622,000.00 2,000,000.00 4,800,000.00
April 25, 2002............... 16,299,140.91 31,622,000.00 2,000,000.00 4,800,000.00
May 25, 2002................. 15,173,084.30 31,622,000.00 2,000,000.00 4,800,000.00
June 25, 2002................ 14,054,527.23 31,622,000.00 2,000,000.00 4,800,000.00
July 25, 2002................ 12,943,421.66 31,622,000.00 2,000,000.00 4,800,000.00
August 25, 2002.............. 11,839,719.83 31,622,000.00 2,000,000.00 4,800,000.00
September 25, 2002........... 10,743,374.29 31,622,000.00 2,000,000.00 4,800,000.00
October 25, 2002............. 9,654,337.93 31,622,000.00 2,000,000.00 4,800,000.00
</TABLE>
- ---------------------
* The planned principal balances for each class of PAC certificates on
each distribution date were calculated assuming that (i) the Loans have
the characteristics set forth in the Modeling Assumptions described
under the heading "Prepayment and Yield Considerations--Prepayment Speed
Assumption and Modeling Assumptions," and (ii) the Loans are prepaid at
a constant rate within the range of 125% to 500% PSA.
O-1
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Distribution Dates Class IA-1 Class IA-2 Class IA-3 Class IA-5-1
- ------------------ ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
November 25, 2002............ $ 8,572,563.93 $31,622,000.00 $2,000,000.00 $4,800,000.00
December 25, 2002............ 7,498,005.77 31,622,000.00 2,000,000.00 4,800,000.00
January 25, 2003............. 6,430,617.26 31,622,000.00 2,000,000.00 4,800,000.00
February 25, 2003............ 5,370,352.48 31,622,000.00 2,000,000.00 4,800,000.00
March 25, 2003............... 4,317,165.83 31,622,000.00 2,000,000.00 4,800,000.00
April 25, 2003............... 3,271,012.01 31,622,000.00 2,000,000.00 4,800,000.00
May 25, 2003................. 2,231,846.02 31,622,000.00 2,000,000.00 4,800,000.00
June 25, 2003................ 1,199,623.13 31,622,000.00 2,000,000.00 4,800,000.00
July 25, 2003................ 174,298.94 31,622,000.00 2,000,000.00 4,800,000.00
August 25, 2003.............. 0.00 30,828,044.70 1,949,784.62 4,800,000.00
September 25, 2003........... 0.00 29,876,564.19 1,889,606.24 4,800,000.00
October 25, 2003............. 0.00 28,931,448.32 1,829,830.39 4,800,000.00
November 25, 2003............ 0.00 27,992,656.40 1,770,454.52 4,800,000.00
December 25, 2003............ 0.00 27,060,147.99 1,711,476.06 4,800,000.00
January 25, 2004............. 0.00 26,133,882.95 1,652,892.48 4,800,000.00
February 25, 2004............ 0.00 25,213,821.38 1,594,701.24 4,800,000.00
March 25, 2004............... 0.00 24,299,923.64 1,536,899.86 4,800,000.00
April 25, 2004............... 0.00 23,405,670.89 1,480,340.96 4,800,000.00
May 25, 2004................. 0.00 22,517,443.24 1,424,163.13 4,800,000.00
June 25, 2004................ 0.00 21,635,201.68 1,368,363.90 4,800,000.00
July 25, 2004................ 0.00 20,758,907.46 1,312,940.83 4,800,000.00
August 25, 2004.............. 0.00 19,888,522.08 1,257,891.47 4,800,000.00
September 25, 2004........... 0.00 19,024,007.30 1,203,213.41 4,800,000.00
October 25, 2004............. 0.00 18,165,325.12 1,148,904.25 4,800,000.00
November 25, 2004............ 0.00 17,312,437.79 1,094,961.60 4,800,000.00
December 25, 2004............ 0.00 16,465,307.80 1,041,383.07 4,800,000.00
January 25, 2005............. 0.00 15,623,897.89 988,166.33 4,800,000.00
February 25, 2005............ 0.00 14,788,171.05 935,309.03 4,800,000.00
March 25, 2005............... 0.00 13,969,604.08 883,537.04 4,800,000.00
April 25, 2005............... 0.00 13,195,218.49 834,559.39 4,800,000.00
May 25, 2005................. 0.00 12,445,749.30 787,157.63 4,800,000.00
June 25, 2005................ 0.00 11,720,429.07 741,283.23 4,800,000.00
July 25, 2005................ 0.00 11,018,513.54 696,889.10 4,800,000.00
August 25, 2005.............. 0.00 10,339,280.92 653,929.60 4,800,000.00
September 25, 2005........... 0.00 9,682,031.23 612,360.46 4,800,000.00
October 25, 2005............. 0.00 9,046,085.63 572,138.74 4,800,000.00
November 25, 2005............ 0.00 8,430,785.81 533,222.81 4,800,000.00
December 25, 2005............ 0.00 7,835,493.37 495,572.28 4,800,000.00
January 25, 2006............. 0.00 7,259,589.21 459,148.01 4,800,000.00
February 25, 2006............ 0.00 6,702,472.97 423,912.02 4,800,000.00
March 25, 2006............... 0.00 6,163,562.47 389,827.49 4,800,000.00
April 25, 2006............... 0.00 5,673,097.08 358,806.98 4,800,000.00
May 25, 2006................. 0.00 5,198,732.55 328,804.79 4,800,000-00
June 25, 2006................ 0.00 4,739,961.27 299,788.83 4,800,000.00
July 25, 2006................ 0.00 4,296,291.27 271,727.99 4,800,000.00
August 25, 2006.............. 0.00 3,867,245.70 244,592.10 4,800,000.00
September 25, 2006........... 0.00 3,452,362.41 218,351.93 4,800,000.00
October 25, 2006............. 0.00 3,051,193.46 192,979.16 4,800,000.00
November 25, 2006............ 0.00 2,663,304.74 168,446.32 4,800,000.00
December 25, 2006............ 0.00 2,288,275.51 144,726.80 4,800,000.00
January 25, 2007............. 0.00 1,925,698.01 121,794.83 4,800,000.00
February 25, 2007............ 0.00 1,575,177.06 99,625.39 4,800,000.00
March 25, 2007............... 0.00 1,236,329.70 78,194.28 4,800,000.00
</TABLE>
O-2
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Distribution Dates Class IA-1 Class IA-2 Class IA-3 Class IA-5-1
- ------------------ ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
April 25, 2007............... $ 0.00 $ 933,224.56 $ 59,023.75 $4,800,000.00
May 25, 2007................. 0.00 639,981.98 40,477.01 4,800,000.00
June 25, 2007................ 0.00 356,288.58 22,534.22 4,800,000.00
July 25, 2007................ 0.00 81,840.76 5,176.19 4,800,000.00
August 25, 2007.............. 0.00 0.00 0.00 4,604,728.70
September 25, 2007........... 0.00 0.00 0.00 4,331,655.11
October 25, 2007............. 0.00 0.00 0.00 4,067,502.68
November 25, 2007............ 0.00 0.00 0.00 3,811,987.09
December 25, 2007............ 0.00 0.00 0.00 3,564,832.92
January 25, 2008............. 0.00 0.00 0.00 3,325,773.36
February 25, 2008............ 0.00 0.00 0.00 3,094,549.96
March 25, 2008............... 0.00 0.00 0.00 2,870,912.36
April 25, 2008............... 0.00 0.00 0.00 2,673,773.78
May 25, 2008................. 0.00 0.00 0.00 2,482,667.11
June 25, 2008................ 0.00 0.00 0.00 2,297,409.59
July 25, 2008................ 0.00 0.00 0.00 2,117,823.96
August 25, 2008.............. 0.00 0.00 0.00 1,943,738.30
September 25, 2008........... 0.00 0.00 0.00 1,774,985.85
October 25, 2008............. 0.00 0.00 0.00 1,611,404.88
November 25, 2008............ 0.00 0.00 0.00 1,452,838.51
December 25, 2008............ 0.00 0.00 0.00 1,299,134.59
January 25, 2009............. 0.00 0.00 0.00 1,150,145.57
February 25, 2009............ 0.00 0.00 0.00 1,005,728.32
March 25, 2009............... 0.00 0.00 0.00 865,744.03
April 25, 2009............... 0.00 0.00 0.00 730,058.06
May 25, 2009................. 0.00 0.00 0.00 598,539.85
June 25, 2009................ 0.00 0.00 0.00 471,062.74
July 25, 2009................ 0.00 0.00 0.00 347,503.93
August 25, 2009.............. 0.00 0.00 0.00 227,744.29
September 25, 2009........... 0.00 0.00 0.00 111,668.28
October 25, 2009 and thereafter 0.00 0.00 0.00 0.00
</TABLE>
O-3
<PAGE>
<PAGE>
EXHIBIT P
TARGETED PRINCIPAL BALANCES*
<TABLE>
<CAPTION>
Class IA-4 Class IA-5-4 Class IA-4 Class IA-5-4
Distribution Dates Schedule #1 Schedule #1 Schedule #2 Schedule #2
- ------------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Initial Balance.............. $60,800,000.00 $25,480,000.00 $60,800,000.00 $25,480,000.00
April 25, 1999............... 60,253,399.13 25,615,997.98 60,253,399.13 25,615,997.98
May 25, 1999................. 59,630,996.67 25,750,334.76 59,630,996.67 25,750,334.76
June 25, 1999................ 58,933,064.47 25,883,020.63 58,933,064.47 25,883,020.63
July 25, 1999................ 58,159,867.56 26,014,072.11 58,159,867.56 26,014,072.11
August 25, 1999.............. 57,311,763.21 26,143,511.87 57,311,763.21 26,143,511.87
September 25, 1999........... 56,389,200.95 26,271,368.87 56,389,200.95 26,271,368.87
October 25, 1999............. 55,392,722.39 26,397,678.26 55,392,722.39 26,367,797.14
November 25, 1999............ 54,322,960.86 26,522,481.39 54,322,960.86 24,840,910.03
December 25, 1999............ 53,180,640.87 26,645,825.80 53,180,640.87 23,160,406.19
January 25, 2000............. 51,966,577.37 26,767,765.09 51,966,577.37 21,333,188.10
February 25, 2000............ 50,681,674.79 26,888,358.89 50,681,674.79 19,367,069.87
March 25, 2000............... 50,002,315.86 27,007,672.76 50,002,315.86 17,270,747.37
April 25, 2000............... 49,290,611.26 27,125,778.02 49,290,611.26 15,053,761.14
May 25, 2000................. 48,547,365.69 27,242,751.67 48,547,365.69 12,726,452.07
June 25, 2000................ 47,773,444.42 27,358,676.17 47,773,444.42 10,299,909.92
July 25, 2000................ 46,969,771.71 27,473,639.33 46,969,771.71 7,785,915.06
August 25, 2000.............. 46,137,329.09 27,587,734.05 45,471,616.36 5,862,586.34
September 25, 2000........... 45,277,153.50 27,701,058.13 43,841,230.68 3,981,669.14
October 25, 2000............. 44,390,335.28 27,813,714.05 42,159,795.30 2,076,511.68
November 25, 2000............ 43,478,079.28 27,925,813.00 40,431,047.11 158,710.95
December 25, 2000............ 42,541,572.40 28,037,465.70 38,658,706.58 0.00
January 25, 2001............. 41,582,048.03 28,148,786.76 36,846,620.90 0.00
February 25, 2001............ 40,600,942.16 28,259,905.02 34,999,106.60 0.00
March 25, 2001............... 39,599,564.35 28,370,941.12 33,120,198.08 0.00
April 25, 2001............... 38,579,368.55 28,482,025.77 31,214,254.98 0.00
May 25, 2001................. 37,541,886.66 28,593,294.96 29,285,800.24 0.00
June 25, 2001................ 36,489,458.24 28,704,938.54 27,341,129.04 0.00
July 25, 2001................ 35,426,565.96 28,817,287.98 25,391,210.23 0.00
August 25, 2001.............. 34,373,929.62 28,931,752.93 23,482,748.42 0.00
September 25, 2001........... 33,339,631.67 29,048,872.96 21,633,276.24 0.00
October 25, 2001............. 32,323,494.18 29,168,626.23 19,841,586.44 0.00
November 25, 2001............ 31,325,200.27 29,290,981.89 18,106,182.33 0.00
December 25, 2001............ 30,344,437.47 29,415,909.77 16,425,602.51 0.00
January 25, 2002............. 29,380,897.58 29,543,380.39 14,798,420.01 0.00
February 25, 2002............ 28,434,276.70 29,673,364.95 13,223,241.50 0.00
March 25, 2002............... 27,504,275.11 29,805,835.30 11,698,706.52 0.00
April 25, 2002............... 26,590,597.21 29,940,763.95 10,223,486.68 0.00
May 25, 2002................. 25,692,951.51 30,078,124.04 8,796,284.97 0.00
June 25, 2002................ 24,811,050.54 30,217,889.35 7,415,835.00 0.00
</TABLE>
- ---------------------
* The targeted principal balances for each class of TAC certificates on
each distribution date were calculated assuming that (i) the Loans have
the characteristics set forth in the Modeling Assumptions described
under the heading "Prepayment and Yield Considerations--Prepayment Speed
Assumption and Modeling Assumptions"; and (ii) the Loans, in the case of
the IA-4 certificates, are prepaid at a constant rate of (a) 242% PSA in
the case of the first targeted principal balances; and (b) 400% PSA in
the case of the second targeted principal balances; and (iii) the Loans,
in the case of the IA-5-4 certificates, are prepaid at a constant rate
of (a) 250% PSA in the case of the first targeted principal balances;
and (b) 800% PSA in the case of the second targeted principal balances.
P-1
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Class IA-4 Class IA-5-4 Class IA-4 Class IA-5-4
Distribution Dates Schedule #1 Schedule #1 Schedule #2 Schedule #2
- ------------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
July 25, 2002................ $23,944,610.80 $30,360,034.28 $ 6,080,900.28 $ 0.00
August 25, 2002.............. 23,093,352.71 30,504,533.84 4,790,273.55 0.00
September 25, 2002........... 22,257,000.53 30,651,363.64 3,542,776.11 0.00
October 25, 2002............. 21,435,282.36 30,800,499.88 2,337,257.10 0.00
November 25, 2002............ 20,627,930.04 30,951,919.35 1,172,592.92 0.00
December 25, 2002............ 19,834,679.12 31,105,599.42 47,686.57 0.00
January 25, 2003............. 19,055,268.80 31,261,517.99 0.00 0.00
February 25, 2003............ 18,289,441.88 31,419,653.55 0.00 0.00
March 25, 2003............... 17,536,944.71 31,579,985.12 0.00 0.00
April 25, 2003............... 16,797,527.17 31,742,492.27 0.00 0.00
May 25, 2003................. 16,070,942.57 31,907,155.09 0.00 0.00
June 25, 2003................ 15,356,947.62 32,073,954.19 0.00 0.00
July 25, 2003................ 14,655,302.42 32,242,870.69 0.00 0.00
August 25, 2003.............. 13,965,770.35 32,413,886.23 0.00 0.00
September 25, 2003........... 13,288,118.07 32,586,982.94 0.00 0.00
October 25, 2003............. 12,622,115.49 32,762,143.42 0.00 0.00
November 25, 2003............ 11,967,535.65 32,939,350.79 0.00 0.00
December 25, 2003............ 11,324,154.74 33,118,588.60 0.00 0.00
January 25, 2004............. 10,691,752.06 33,299,840.90 0.00 0.00
February 25, 2004............ 10,070,109.94 33,483,092.18 0.00 0.00
March 25, 2004............... 9,459,013.69 33,668,327.40 0.00 0.00
April 25, 2004............... 8,872,710.37 33,856,559.90 0.00 0.00
May 25, 2004................. 8,296,411.75 34,046,736.84 0.00 0.00
June 25, 2004................ 7,729,912.28 34,238,249.74 0.00 0.00
July 25, 2004................ 7,173,009.29 34,430,839.89 0.00 0.00
August 25, 2004.............. 6,625,502.88 34,624,513.37 0.00 0.00
September 25, 2004........... 6,087,195.93 34,819,276.25 0.00 0.00
October 25, 2004............. 5,557,894.02 35,015,134.68 0.00 0.00
November 25, 2004............ 5,037,405.42 35,212,094.81 0.00 0.00
December 25, 2004............ 4,525,541.04 35,410,162.85 0.00 0.00
January 25, 2005............. 4,022,114.38 35,609,345.01 0.00 0.00
February 25, 2005............ 3,526,941.55 35,809,647.58 0.00 0.00
March 25, 2005............... 3,027,599.36 36,011,076.85 0.00 0.00
April 25, 2005............... 2,504,168.08 36,213,639.15 0.00 0.00
May 25, 2005................. 1,967,780.87 36,417,340.87 0.00 0.00
June 25, 2005................ 1,419,042.03 36,622,188.42 0.00 0.00
July 25, 2005................ 858,533.89 36,828,188.23 0.00 0.00
August 25, 2005.............. 286,817.46 37,035,346.79 0.00 0.00
September 25, 2005........... 0.00 37,050,263.69 0.00 0.00
October 25, 2005............. 0.00 36,679,465.69 0.00 0.00
November 25, 2005............ 0.00 36,300,773.27 0.00 0.00
December 25, 2005............ 0.00 35,914,661.97 0.00 0.00
January 25, 2006............. 0.00 35,521,589.54 0.00 0.00
February 25, 2006............ 0.00 35,121,996.55 0.00 0.00
March 25, 2006............... 0.00 34,716,306.90 0.00 0.00
April 25, 2006............... 0.00 34,289,378.11 0.00 0.00
May 25, 2006................. 0.00 33,857,925.87 0.00 0.00
June 25, 2006................ 0.00 33,422,305.56 0.00 0.00
July 25, 2006................ 0.00 32,982,858.45 0.00 0.00
August 25, 2006.............. 0.00 32,539,912.19 0.00 0.00
September 25, 2006........... 0.00 32,093,781.25 0.00 0.00
October 25, 2006............. 0.00 31,644,767.40 0.00 0.00
November 25, 2006............ 0.00 31,193,160.07 0.00 0.00
</TABLE>
P-2
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Class IA-4 Class IA-5-4 Class IA-4 Class IA-5-4
Distribution Dates Schedule #1 Schedule #1 Schedule #2 Schedule #2
- ------------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
December 25, 2006............ $ 0.00 $30,739,236.81 $ 0.00 $ 0.00
January 25, 2007............. 0.00 30,283,263.70 0.00 0.00
February 25, 2007............ 0.00 29,825,495.67 0.00 0.00
March 25, 2007............... 0.00 29,366,176.97 0.00 0.00
April 25, 2007............... 0.00 28,894,874.55 0.00 0.00
May 25, 2007................. 0.00 28,423,289.63 0.00 0.00
June 25, 2007................ 0.00 27,951,604.06 0.00 0.00
July 25, 2007................ 0.00 27,479,991.34 0.00 0.00
August 25, 2007.............. 0.00 27,008,616.94 0.00 0.00
September 25, 2007........... 0.00 26,537,638.57 0.00 0.00
October 25, 2007............. 0.00 26,067,206.41 0.00 0.00
November 25, 2007............ 0.00 25,597,463.46 0.00 0.00
December 25, 2007............ 0.00 25,128,545.70 0.00 0.00
January 25, 2008............. 0.00 24,660,582.43 0.00 0.00
February 25, 2008............ 0.00 24,193,696.42 0.00 0.00
March 25, 2008............... 0.00 23,728,004.22 0.00 0.00
April 25, 2008............... 0.00 23,257,641.64 0.00 0.00
May 25, 2008................. 0.00 22,789,398.81 0.00 0.00
June 25, 2008................ 0.00 22,323,337.12 0.00 0.00
July 25, 2008................ 0.00 21,859,514.13 0.00 0.00
August 25, 2008.............. 0.00 21,397,983.62 0.00 0.00
September 25, 2008........... 0.00 20,938,795.79 0.00 0.00
October 25, 2008............. 0.00 20,481,997.40 0.00 0.00
November 25, 2008............ 0.00 20,027,631.83 0.00 0.00
December 25, 2008............ 0.00 19,575,739.30 0.00 0.00
January 25, 2009............. 0.00 19,126,356.91 0.00 0.00
February 25, 2009............ 0.00 18,679,518.79 0.00 0.00
March 25, 2009............... 0.00 18,235,256.22 0.00 0.00
April 25, 2009............... 0.00 17,793,597.72 0.00 0.00
May 25, 2009................. 0.00 17,354,569.17 0.00 0.00
June 25, 2009................ 0.00 16,918,193.91 0.00 0.00
July 25, 2009................ 0.00 16,484,492.82 0.00 0.00
August 25, 2009.............. 0.00 16,053,484.44 0.00 0.00
September 25, 2009........... 0.00 15,625,185.07 0.00 0.00
October 25, 2009............. 0.00 15,198,772.69 0.00 0.00
November 25, 2009............ 0.00 14,666,890.12 0.00 0.00
December 25, 2009............ 0.00 14,141,110.28 0.00 0.00
January 25, 2010............. 0.00 13,621,339.09 0.00 0.00
February 25, 2010............ 0.00 13,107,483.70 0.00 0.00
March 25, 2010............... 0.00 12,599,452.51 0.00 0.00
April 25, 2010............... 0.00 12,097,155.10 0.00 0.00
May 25, 2010................. 0.00 11,600,502.28 0.00 0.00
June 25, 2010................ 0.00 11,109,406.00 0.00 0.00
July 25, 2010................ 0.00 10,623,779.39 0.00 0.00
August 25, 2010.............. 0.00 10,143,536.74 0.00 0.00
September 25, 2010........... 0.00 9,668,593.43 0.00 0.00
October 25, 2010............. 0.00 9,198,866.00 0.00 0.00
November 25, 2010............ 0.00 8,734,272.05 0.00 0.00
December 25, 2010............ 0.00 8,274,730.28 0.00 0.00
January 25, 2011............. 0.00 7,820,160.46 0.00 0.00
February 25, 2011............ 0.00 7,370,483.40 0.00 0.00
March 25, 2011............... 0.00 6,925,620.96 0.00 0.00
April 25, 2011............... 0.00 6,485,496.02 0.00 0.00
</TABLE>
P-3
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Class IA-4 Class IA-5-4 Class IA-4 Class IA-5-4
Distribution Dates Schedule #1 Schedule #1 Schedule #2 Schedule #2
- ------------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
May 25, 2011................. $ 0.00 $ 6,050,032.48 $ 0.00 $ 0.00
June 25, 2011................ 0.00 5,619,155.21 0.00 0.00
July 25, 2011................ 0.00 5,192,790.08 0.00 0.00
August 25, 2011.............. 0.00 4,770,863.94 0.00 0.00
September 25, 2011........... 0.00 4,353,304.56 0.00 0.00
October 25, 2011............. 0.00 3,940,040.67 0.00 0.00
November 25, 2011............ 0.00 3,531,001.95 0.00 0.00
December 25, 2011............ 0.00 3,126,118.96 0.00 0.00
January 25, 2012............. 0.00 2,725,323.17 0.00 0.00
February 25, 2012............ 0.00 2,328,546.95 0.00 0.00
March 25, 2012............... 0.00 1,935,723.55 0.00 0.00
April 25, 2012............... 0.00 1,546,787.07 0.00 0.00
May 25, 2012................. 0.00 161,672.48 0.00 0.00
June 25, 2012................ 0.00 780,315.57 0.00 0.00
July 25, 2012................ 0.00 402,652.97 0.00 0.00
August 25, 2012.............. 0.00 28,622.13 0.00 0.00
September 25, 2012 and thereafter 0.00 0.00 0.00 0.00
</TABLE>
P-4
<PAGE>
<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
Amortized Remaining Term
Q-1
<PAGE>
<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 1999-2 (the "Certificates"). The Certificates
were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement") among ABN AMRO Mortgage Corporation, as depositor, LaSalle
Home Mortgage Corporation, 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.
Collateral Fund: The fund established and maintained pursuant to
Section 3.01 hereof.
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<PAGE>
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 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).
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
R-2
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<PAGE>
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
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 Loans that are (A)
thirty days, (B) sixty days, (C) ninety days or more delinquent or (D) in
foreclosure, and indicating for each such Loan the outstanding principal
balance.
(c) Prior to the Commencement of Foreclosure in connection
with any 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 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 Loan
identified in a report under subsection (a)(i)(B), (a)(i)(C), (a)(i)(D) or
(a)(ii) which has been given to the Purchaser; provided, that (1) the Depositor
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the Depositor shall not be
required to provide any written information under this subsection.
(e) In addition to the foregoing, the Depositor shall
provide to the Purchaser such information as the Purchaser may reasonably
request concerning each Loan that is at least sixty days delinquent and each
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 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
R-3
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<PAGE>
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
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 Loan has been brought current or if
a refinancing or prepayment occurs with respect to the 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 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.
(c) With respect to any 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 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 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
R-4
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<PAGE>
Fund the amount, as calculated by the Depositor, equal to interest on the Loan
at the applicable Mortgage Rate for the Excess Period. The terms of this
Agreement shall no longer apply to the servicing of any Loan upon the failure of
the Purchaser to deposit the above amounts relating to the Loan within two
Business Days of the Election to Delay Foreclosure.
(e) With respect to any 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 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 Loan is brought current by the Mortgagor, all
amounts remaining in the Collateral Fund in respect of such (after adjustment
for all withdrawals and deposits pursuant to this subsection) shall be released
to the Purchaser.
(f) With respect to any Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Depositor shall continue to service
the 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 Loan is not brought current by the mortgagor by the time the loan becomes 6
months delinquent, the Purchaser's election shall no longer be effective and at
the Purchaser's option, either (i) the Purchaser shall purchase the 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 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 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.
R-5
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<PAGE>
(a) In connection with any 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 Loan and three months' interest on the Loan at
the applicable Mortgage Rate. If and when any such Loan is brought current by
the Mortgagor, all amounts in the Collateral Fund in respect of such Loan shall
be released to the Purchaser. The terms of this Agreement shall no longer apply
to the servicing of any Loan upon the failure of the Purchaser to deposit the
above amounts relating to the Loans within two Business Days at the Election to
Foreclose.
(c) With respect to any Loan as to which the Purchaser has
made an Election to Foreclose, the Depositor shall continue to service the Loan
in accordance with its customary procedures (other than to proceed with the
Commencement of Foreclosure as provided herein). In connection therewith, the
Depositor shall have the same rights to make withdrawals for Advances and
Liquidation Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Depositor shall make reimbursements thereto to the limited
extent provided under such subsection. The Depositor shall not be required to
proceed with the Commencement of Foreclosure if (i) the same is stayed as a
result of the Mortgagor's bankruptcy or is otherwise barred by applicable law,
or to the extent that all legal conditions precedent thereto have not yet been
complied with or (ii) the Depositor believes there is a breach of representation
or warranties by the Depositor, which may result in a repurchase or substitution
of such 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 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 Loan has been brought current or if a
refinancing or prepayment occurs with respect to the 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 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 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 Loan shall be released to the Purchaser.
R-6
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<PAGE>
Section 2.04. Termination.
(a) With respect to all 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 Loans in the related pool) of the aggregate principal
balance of all 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 Loans as to which the Purchaser has made an Election to Delay
Foreclosure or an Election to Foreclose exceeds (z) the Outstanding Certificate
Principal Balance of the Certificates, or (iii) upon any transfer by the
Purchaser of any interest (other than the minority interest therein, but only if
the transferee provides written acknowledgment to the Depositor of the
Purchaser's right hereunder and that such transferee will have no rights
hereunder) in the Certificates (whether or not such transfer is registered under
the Pooling and Servicing Agreement), including any such transfer in connection
with a termination of the Trust Fund. Except as set forth above, this Agreement
and the respective rights, obligations and responsibilities of the Purchaser and
the Depositor hereunder shall terminate upon the later to occur of (i) the final
liquidation of the last 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 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
R-7
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<PAGE>
Corporation, as Servicer, for the benefit of registered holders of ABN AMRO
Mortgage Corporation Multi-Class Mortgage Pass-Through Certificates, Series
1999-2." Amounts in the Collateral Fund shall continue to be the property of the
Purchaser, subject to the first priority security interest granted hereunder for
the benefit of the Certificateholders, until withdrawn from the Collateral Fund
pursuant to Section 2.02 or 2.03 hereof.
Upon the termination of this Agreement and the liquidation of all
Loans as to which the Purchaser has made any Election to Delay Foreclosure or
any Election to Foreclose pursuant to Section 2.04 hereof, the Depositor shall
distribute to the Purchaser all amounts remaining in the Collateral Fund
together with any investment earnings thereon.
In no event shall the Purchaser (i) take or cause the Trustee or
the Depositor to take any action that could cause any REMIC established under
the Trust Agreement to fail to qualify as a REMIC or cause the imposition on any
such REMIC of any "prohibited transaction" or "prohibited contribution" taxes or
(ii) cause the Trustee or the Depositor to fail to take any action necessary to
maintain the status of any such REMIC as a REMIC.
Section 3.02. Collateral Fund Permitted Investments.
The Depositor shall, at the written direction of the Purchaser
invest the funds in the Collateral Fund in Collateral Fund Permitted
Investments. Such direction shall not be changed more frequently than quarterly.
In the absence of any direction, the Depositor shall select such investments in
accordance with the definition of Collateral Fund Permitted Investments in its
discretion.
All income and gain realized from any investment as well as any
interest earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund. The Depositor shall periodically (but not more frequently than
monthly) distribute to the Purchaser upon request an amount of cash, to the
extent cash is available 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").
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The Purchaser acknowledges the lien on and security interest in
the Collateral for the benefit of the Certificateholders. The Purchaser shall
take all actions requested by the Depositor or the Trustee as may be reasonably
necessary to perfect the security interest created under this Agreement in the
Collateral and cause it to be prior to all other security interests and liens,
including the execution and delivery to the Depositor for filing of appropriate
financing statements in accordance with applicable law. The Depositor shall file
appropriate continuation statements, or appoint an agent on its behalf to file
such statements, in accordance with applicable law.
Section 3.04. Collateral Shortfalls.
In the event that amounts on deposit in the Collateral Fund at
any time are insufficient to cover any withdrawals therefrom that the Depositor
or the Trustee is then entitled to make hereunder, the Purchaser shall be
obligated to pay such amounts to the Depositor or the Trustee immediately upon
demand. Such obligation shall constitute a general corporate obligation of the
Purchaser.
ARTICLE IV.
MISCELLANEOUS PROVISIONS
Section 4.01. Amendment.
This Agreement may be amended from time to time by the Depositor
and the Purchaser by written agreement signed by the Depositor and the
Purchaser.
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:
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(a) in the case of the Depositor,
LaSalle Home Mortgage Corporation
4242 North Harlem Avenue
Norridge, Illinois 60634
Attn:_________________________
Phone:________________________
or such other address as may hereafter be furnished in writing by the Depositor,
or
(b) in the case of the Purchaser, with respect to notices
pursuant to Section 2.01,
[Purchaser]
[Address]
Attn:_________________________
Phone:________________________
Fax:__________________________
with respect to all other notices pursuant to this
Agreement,
[Address]
Attn:_________________________
Phone:________________________
Fax:__________________________
or such other address as may hereafter be furnished in writing by the Purchaser.
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.
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Section 4.07. Article and Section Headings.
The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.
Section 4.08. Confidentiality.
The Purchaser agrees that all information supplied by or on
behalf of the Depositor pursuant to Sections 2.01 or 2.02, including individual
account information, is the property of the Depositor and the Purchaser agrees
to hold such information confidential and not to disclose such information.
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IN WITNESS WHEREOF, the Depositor and the Purchaser have caused
their names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
LASALLE HOME MORTGAGE CORPORATION
By:____________________________________
Name:__________________________________
Title:_________________________________
By:____________________________________
Name:__________________________________
Title:_________________________________
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STATEMENT OF DIFFERENCES
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The dagger symbol shall be expressed as....................'D'
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Mortgage Loan Purchase Agreement
Mortgage Loan Purchase Agreement (the "Agreement"), dated as of March 24,
1999 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 $291,235,050 after deduction of principal
payments due on or before the Cut-Off Date (which amount may vary plus or minus
5% thereof), or such other aggregate principal balance as agreed by the
Purchaser and the Seller as evidenced by the actual aggregate principal balance
of the Mortgage Loans accepted by the Purchaser on the Closing Date (as defined
below).
(b) Subject to mutual agreement between the Purchaser and the Seller, the
closing for the purchase and sale of the Mortgage Loans shall take place on
March 24, 1999 (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
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"Mortgage Loan Schedule"). The "Mortgage Loan Schedule" as of the Closing Date
shall refer to the Mortgage Loan Schedule as delivered on the Cut-off Date
related to such Mortgage Loans to be purchased by or on behalf of the Purchaser
pursuant to the terms of this Agreement. The Mortgage Loan Schedule shall
contain as to each Mortgage Loan listed thereon, at a minimum, the Mortgage Loan
information indicated on Schedule 2 hereto.
SECTION 3. Purchase Price.
(a) In exchange for the Mortgage Loans, on the Closing Date, the Purchaser
shall transfer to the Seller by wire transfer in immediately available funds the
purchase price (the "Purchase Price") which is equal to the principal balance
thereof as of the Cut-Off Date plus any accrued and unpaid interest thereon to
such Cut-Off Date.
(b) The Purchaser shall be entitled to all scheduled payments of principal
and interest due with respect to the Mortgage Loans after the Cut-Off Date, and
all other recoveries of principal and interest collected after the Cut-Off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-Off Date). The Seller shall be entitled to all scheduled payments
of principal and interest due with respect to the Mortgage Loans on or before
the Cut-Off Date, and all other recoveries of principal and interest collected
on or before the Cut-Off Date (other than in respect of principal and interest
on the Mortgage Loans due after the Cut-Off Date). The Principal Balance of each
Mortgage Loan as of the Cut-Off Date is determined after deduction of payments
of principal due on or before the Cut-Off Date whether or not collected.
Therefore, payments of scheduled principal and interest prepaid for a date due
following the Cut-Off Date shall not be deducted from the Principal Balance as
of the Cut-Off Date but such prepaid amounts shall belong to and be promptly
remitted to the Purchaser.
SECTION 4. Examination of Mortgage Files.
Prior to the Closing Date, the Seller will have made files for each
Mortgage Loan, that consist at least of the documents listed on Schedule 3
attached hereto (with respect to each Mortgage Loan, a "Mortgage File", and
collectively, the "Mortgage Files"), available to the Purchaser or its agents,
for examination at the Seller's offices or such other location as shall
otherwise be agreed upon by the Purchaser and the Seller. The Purchaser may
purchase all or part of the Mortgage Loans with or without conducting any
partial or complete examination. The fact that the Purchaser or its agents have
conducted or have failed to conduct any partial or complete examination of the
Mortgage Files shall not affect the Purchaser's rights under this Agreement,
including, but not limited to, the rights to demand repurchase, substitution or
other relief as provided in this Agreement.
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SECTION 5. Transfer of Mortgage Loans; Possession of Mortgage Files.
(a) On the Closing Date, subject to the satisfaction of the terms and
conditions hereof the Seller shall sell, transfer, assign, set over and
otherwise convey to the Purchaser, without recourse, but subject to the terms of
this Agreement, all right, title and interest of the Seller in and to the
Mortgage Loans and all proceeds thereof, wherever located, including without
limitation, all amounts in respect of principal and interest received or
receivable with respect to Mortgage Loan payments due after the Cut-Off Date
(and including scheduled payments of principal and interest due after the
Cut-Off Date but received by the Seller on or before the CutOff 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 CutOff 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
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Loans in accordance herewith and shall be delivered or caused to be delivered by
the Seller to the Purchaser or its assignee on or immediately following the
Closing Date. Any funds received by the Seller, the Purchaser or LaSalle Home
Mortgage Corporation after the Cut-Off Date but due prior to the Cut-Off Date
shall remain the property of the Seller and shall be promptly remitted to the
Seller.
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;
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(ii) The execution and delivery of this Agreement by the Seller and
its performance of and compliance with the terms of this Agreement will not
violate the Seller's charter or by-laws or will not conflict with or result
in a breach of any of the terms or provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or other
material agreement or instrument to which the Seller is a party or by which
the Seller or to which any of the property or assets of the Seller is
subject;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Purchaser, constitutes a valid and legally binding
obligation of the Seller, enforceable against the Seller in accordance with
its terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other similar laws of general applicability relating to
or 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;
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(b) the Seller is the sole owner and holder of each Mortgage Loan
free and clear of all liens, pledges, charges or security interests of
any nature and has full right and authority, subject to no interest or
participation of, or agreement with, any other party, to sell and
assign the same;
(c) no payment of principal of or interest on or in respect of
any Mortgage Loan is 30 days or more past due from the Due Date of
such payment;
(d) to the best of the Seller's knowledge, as of the date of the
transfer of the Mortgage Loans to the Purchaser, there is no valid
offset, defense or counterclaim to any Mortgage Note or Mortgage;
(e) there is no proceeding pending, or to the best of the
Seller's knowledge, threatened for the total or partial condemnation
of any of the real property, together with any improvements thereto,
securing the indebtedness of the Mortgagor under the related Mortgage
Loan (the "Mortgaged Property") and the Mortgaged Property is free of
material damage and is in good repair and neither the Mortgaged
Property nor any improvement located on or being part of the Mortgaged
Property is in violation of any applicable zoning law or regulation;
(f) that each Mortgage Loan complies in all material respects
with applicable state or federal laws, regulations and other
requirements, pertaining to usury, equal credit opportunity and
disclosure laws, and each Mortgage Loan was not usurious at the time
of origination;
(g) to the best of the Seller's knowledge, all insurance premiums
previously due and owing with respect to each Mortgaged Property have
been paid and all taxes and governmental assessments 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;
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(i) that each Mortgage is a valid and enforceable first lien on
the property securing the related Mortgage Note, and that each
Mortgage Loan is covered by an ALTA mortgagee title insurance policy
or other form of policy or insurance generally acceptable to FNMA or
FHLMC, issued by, and is a valid and binding obligation of, a title
insurer acceptable to FNMA or FHLMC insuring the originator, its
successor and assigns, as to the lien of the Mortgage in the original
principal amount of the Mortgage Loan subject only to (a) the lien of
current real property taxes and assessments not yet due and payable,
(b) covenants, conditions and restrictions, rights of way, easements
and other matters of public record as of the date of recording of such
Mortgage acceptable to mortgage lending institutions in the area in
which the Mortgaged Property is located or specifically referred to in
the appraisal performed in connection with the origination of the
related Mortgage Loan and (c) such other matters to which like
properties are commonly subject which do not individually, or in the
aggregate, materially interfere with the benefits of the security
intended to be provided by the Mortgage;
(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
or condominium form of ownership in real property;
(l) the condominium projects that include the condominiums that
are the subject of any condominium loan are generally acceptable to
FNMA or FHLMC;
(m) no foreclosure action is threatened or has been commenced
(except for the filing of any notice of default) with respect to the
Mortgage Loan; and except for payment delinquencies not in excess of
30 days, to the best of the Seller's knowledge, there is no default,
breach, violation or event of acceleration existing under the Mortgage
or the related Mortgage Note and no event which, with the passage of
time or with notice and the expiration of any grace or cure period,
would constitute a default, breach, violation or event of
acceleration; and the Seller has not waived any default, breach,
violation or event of acceleration;
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(n) that each Mortgage Loan was originated on FNMA or FHLMC
uniform instruments for the state in which the mortgaged property is
located;
(o) that based upon a representation by each Mortgagor at the
time of origination or assumption of the applicable Mortgage Loan,
100% of the Mortgage Loans measured by Principal Balance were to be
secured by owner-occupied residences and no more than 0% of the
Mortgage Loans measured by Principal Balance were to be secured by
non-owner-occupied residences;
(p) that an appraisal of each Mortgaged Property was conducted at
the time of origination of the related Mortgage Loan, and that each
such appraisal was conducted in accordance with FNMA or FHLMC
criteria, on FNMA or FHLMC forms and comparables on at least three
properties were obtained;
(q) that no Mortgage Loan had a Loan-to-Value Ratio at
origination in excess of 95%;
(r) the Mortgage Loans were not selected in a manner to adversely
affect the interests of the Purchaser and the Seller knows of no
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;
(t) each Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G of the Internal Revenue Code of 1986;
(u) each Mortgage Loan that has a Loan-to-Value Ratio in excess
of 80% is covered by a primary mortgage insurance policy; and
(v) that no Mortgage Loan permits negative amortization or the
deferral of accrued interest.
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It is understood and agreed that the representations and warranties set
forth in this Section 8 shall survive the sale of the Mortgage Loans to the
Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any
restrictive or qualified endorsement on any Mortgage Note or assignment of
Mortgage or the examination of any Mortgage File.
Upon discovery by either the Seller, the Purchaser or its designees of a
breach of any of the foregoing representations or warranties of the Seller which
materially and adversely affects (1) the value of any of the Mortgage Loans
actually delivered or (2) the interests of the Purchaser therein, the party
discovering such breach shall give prompt written notice to the other. Within 90
(ninety) days of its discovery or its receipt of notice of any such breach of a
representation or warranty, the Seller shall, with respect to the Mortgage
Loan(s) to which such breach relates, (i) cure such breach in all material
respects (except for a breach of that portion of the representation and warranty
relating to any casualty from the presence of hazardous waste or hazardous
substances), (ii) repurchase such Mortgage Loan or Mortgage Loans (or any
property acquired in respect thereof) from the Purchaser at the Purchase Price,
as adjusted for the then current principal balance or (iii) within the 90
(ninety)-day period following the Closing Date substitute another mortgage loan
for such Mortgage Loan. Such substitute mortgage loan shall on the date of
substitution, (i) have a principal balance not in excess of the principal
balance of the defective Mortgage Loan, (ii) be accruing interest at a rate of
interest at least equal to that of the defected Mortgage Loan, (iii) have a
remaining term to stated maturity not greater than, and not more than two years
less than, that of the Mortgage Loan so substituted, (iv) have an original
loan-to-value ratio not higher than that of the Mortgage Loan so substituted and
a current loan-to-value ratio not higher than that of the Mortgage Loan so
substituted, and (v) comply with all the representations and 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
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for the Mortgage Loan that is substituted and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse,
representation, or warranty, as shall be necessary to vest in the Seller or its
designee or assignee title to any such substituted Mortgage Loan released
pursuant hereto, free and clear of all security interests, liens and other
encumbrances created by this Agreement, which instruments shall be prepared by
the Seller at its expense and shall be reasonably acceptable to the Purchaser,
and the Purchaser shall have no further responsibility with respect to the
Mortgage File relating to such Mortgage Loan that is substituted.
Any cause of action against the Seller or relating to or arising out of the
breach of any representations and warranties made in this Section 8 shall accrue
as to any Mortgage Loan upon (i) discovery of such breach by the Purchaser or
notice thereof by the Seller to the Purchaser, (ii) failure by the Seller to
cure such breach, repurchase such Mortgage Loan or substitute a Qualifying
Substitute Mortgage Loan as specified above, and (iii) demand upon the Seller by
the Purchaser for all amounts payable in respect of such Mortgage Loan.
SECTION 9. Representations, Warranties and Agreements of Purchaser.
(a) The Purchaser hereby represents and warrants to the Seller, as of
the date hereof (or such other date as is specified in the related
representation or warranty) as follows:
(i) The Purchaser is a corporation duly formed and validly existing
under the laws of the State of Delaware;
(ii) The execution and delivery of this Agreement by the Purchaser and
its performance of and compliance with the terms of this Agreement will not
violate the Purchaser's corporate charter or by-laws or will not conflict
with or result in a breach of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other material agreement or instrument to which the 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;
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(iv) The Purchaser is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which the Purchaser default might
have consequences that would materially and adversely affect the condition
(financial or other) or operations of the Purchaser or its properties or
might have consequences that would affect its performance hereunder; and
(v) No litigation is pending or, to the best of the Purchaser's
knowledge, threatened against the Purchaser which would prohibit its
entering into this Agreement or performing its obligations under this
Agreement;
SECTION 10. Purchaser's Conditions to Closing. The obligations of the
Purchaser under this Agreement shall be subject to the satisfaction, on or prior
to the Closing Date, of the following conditions:
(a) The obligations of the Seller required to be performed by it on or
prior to the Closing Date pursuant to the terms of this Agreement shall have
been duly performed and complied with and all of the representations and
warranties of the Seller under this Agreement shall be true and correct as of
the date hereof and as of the Closing Date, and no event shall have occurred
which, with notice or the passage of time, or both, would constitute a default
under this Agreement, and the Purchaser shall have received a certificate to
that effect signed by an Authorized Officer (as defined below) of the Seller.
(b) The Purchaser or the Purchaser's document custodian shall have
received, or the Purchaser's attorney shall have received in escrow, all of the
following closing documents, in such forms as are agreed upon and acceptable to
the Purchaser, duly executed by all signatories other than the Purchaser, as
required pursuant to the respective terms thereof:
(i) An assignment or assignments of the Mortgage Loans to the
Purchaser substantially in the form attached hereto as Exhibit B with such
changes as are required to adapt the assignment to the proper form in the
jurisdiction where the related Mortgage Property is located, and each
original Mortgage Note, duly endorsed originally or by facsimile, without
recourse, to the Purchaser, in each case in accordance with the
instructions set forth in Exhibit A 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
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<PAGE>
<PAGE>
"Authorized Officer"), dated as of the Closing Date, substantially in the
form attached hereto as Exhibit C to the parties hereto, and attached
thereto copies of the charter and by-laws and a Good Standing Certificate
or a memorandum setting forth the verbal assurances from the appropriate
regulatory authorities with respect to the Seller will be immediately
forthcoming; and
(iv) An opinion of Seller's counsel in substantially the form attached
hereto as Exhibit D.
(v) A security release certification, in a form acceptable to the
Purchaser, executed by the appropriate mortgagee or secured party, if any
of the Mortgage Loans have at any time been subject to any security
interest, pledge or hypothecation for the benefit of such person.
(c) The Seller will furnish to the Purchaser such other certificates of its
officers or others and such other documents to evidence fulfillment of the
conditions set forth in this Agreement as the Purchaser and its attorney may
reasonably request.
SECTION 11. Seller's Conditions to Closing. The obligations of the Seller
under this Agreement shall be subject to the satisfaction, on or prior to the
Closing Date, of the following conditions:
(a) The obligations of the Purchaser required to be performed by it on or
prior to the Closing Date pursuant to the terms of this Agreement shall have
been duly performed and complied with and all of the representations and
warranties of the Purchaser under this Agreement shall be true and correct as of
the date hereof and as of the Closing Date, and no event shall have occurred
which, with notice or the passage of time, or both, would constitute a default
under this Agreement, and the Seller shall have received a certificate to that
effect signed by an Authorized Officer of the Purchaser.
(b) The Seller shall have received, or the Seller's attorney shall have
received in escrow, all of the following closing documents, in such forms as are
agreed upon and acceptable to the Seller, duly executed by all signatories other
than the Seller as required pursuant to the respective terms thereof:
(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;
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<PAGE>
<PAGE>
(c) The Purchaser will furnish to the Seller such other certificates of its
officers or others and such other documents to evidence fulfillment of the
conditions set forth in this Agreement as the Seller and its attorney may
reasonably request.
SECTION 12. Indemnification.
(a) The Seller agrees to indemnify and hold harmless the Purchaser against
any and all losses, claims, expenses, damages or liabilities to which Purchaser
may become subject, insofar as such losses, claims, expenses, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
representation or warranty made by the Seller in Section 8 hereof on which
Purchaser has relied, being, or alleged to be, materially untrue or incorrect.
This indemnity will be in addition to any liability which the Seller may
otherwise have.
(b) The Purchaser agrees to indemnify and hold harmless the Seller solely
in its capacity as seller of the Mortgage Loans against any and all losses,
claims, expenses, damages or liabilities to which the Seller may become subject,
insofar as such losses, claims, expenses, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any representation or warranty
made by the Purchaser in Section 9 hereof on which the Seller has relied, being,
or alleged to be, materially untrue or incorrect (notwithstanding the
Purchaser's lack of knowledge with respect to the substance of any
representation or warranty to which Section 9 applies which is made to the best
of the Purchaser's knowledge). This indemnity will be in addition to any
liability which the Purchaser may otherwise have.
(c) Promptly after receipt by either the Purchasers or the Seller of notice
of the commencement of any action or proceeding in any way relating to or
arising from this Agreement, such party will notify the other party of the
commencement thereof; but the omission so to notify the party from whom
indemnification is sought (the "Indemnifying Party") will not relieve the
Indemnifying Party from any liability which it may have to the party seeking
indemnification (the "Indemnified Party") except to the extent that the
Indemnifying Party is adversely affected by the lack of notice. In case any such
action is brought against the Indemnified Party, and it notifies the
Indemnifying Party of the commencement thereof, the Indemnifying Party will be
entitled to participate in the defense (with the consent of the Indemnified
Party which shall not be unreasonably withheld) of such action at the
Indemnifying Party's expense.
SECTION 13. Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed, by
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
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<PAGE>
<PAGE>
Madison Street, Suite 3250, Chicago, Illinois 60602, Attention: Maria Fregosi -
Director - ABN AMRO Mortgage Operations; or such other addresses as may
hereafter be furnished to the other party by like notice.
SECTION 14. Termination. This Agreement may be terminated (i) by the mutual
consent of the parties hereto, or (ii) by the Purchaser if the conditions to the
Purchaser's obligations to closing set forth under Section 10 hereof are not
fulfilled as and when required to be fulfilled or (iii) by the Seller if the
Purchaser's obligations under Section 11 hereof are not fulfilled as and when
required. In the event of a termination pursuant to Section 14(ii), the Seller
agrees that it will pay the out-of-pocket fees and expenses of the Purchaser in
connection with the transactions contemplated by this Agreement and in the event
of a termination pursuant to Section 14(iii), the Purchaser agrees that it will
pay the out-of-pocket fees and expenses of the Seller in connection with the
transactions contemplated by this Agreement.
SECTION 15. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement, or
in certificates of officers of the Seller and the Purchaser submitted pursuant
hereto, shall remain operative and in full force and effect and shall survive
transfer and sale of the Mortgage Loans to the Purchaser.
SECTION 16. Severability. If any provision of this Agreement shall be
prohibited or invalid under applicable law, the Agreement shall be ineffective
only to such extent, without invalidating the remainder of this Agreement.
SECTION 17. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but both of which together
shall constitute one and the same agreement.
SECTION 18. Governing Law. This Agreement shall be deemed to have been made
in the State of New York and shall be interpreted in accordance with the laws of
such state without regard to the principles of conflicts of law of such state.
SECTION 19. Further Assurances. The Seller and the Purchaser agree to
execute and deliver such instruments and take such actions as the other party
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement.
SECTION 20. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the Seller and the Purchaser
and their permitted successors and assigns. The Seller acknowledges and agrees
that the Purchaser may 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
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<PAGE>
<PAGE>
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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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<PAGE>
<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/ Stewart W. Fleming
-----------------------------
Name: Stewart W. Fleming
Title: Senior Vice President
Mortgage Loan Purchase Agreement
<PAGE>
<PAGE>
ABN AMRO Mortgage Corporation,
as Purchaser
By: /s/ Stewart W. Fleming
-----------------------------
Name: Stewart W. Fleming
Title: Senior Vice President
Mortgage Loan Purchase Agreement
<PAGE>
<PAGE>
SCHEDULE 1
MORTGAGE LOAN SCHEDULE
A copy of the Mortgage Loan Schedule may be obtained by contacting the
Registrant.
<PAGE>
<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 including city, state and
zip code;
(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 Loan Group (as such term is defined in the Pooling and Servicing
Agreement, dated as of March 1, 1999, among the Purchaser, as
depositor, LaSalle Home Mortgage Corporation, as servicer, and Chase
Bank of Texas, National Association, as trustee); and
<PAGE>
<PAGE>
(xv) the Closing Date.
<PAGE>
<PAGE>
SCHEDULE 3
MORTGAGE FILE INFORMATION
Each Mortgage File shall include at least the following documents, among
others, with respect to each Mortgage Loan transferred and assigned from the
Seller to the Purchaser, or its agent:
(i) the original Mortgage Note bearing all intervening endorsements
endorsed, "Pay to the order of Chase Bank of Texas, National
Association for the benefit of the Certificateholders of ABN AMRO
Mortgage Corporation Series 1999-2 Attn: Corporate Trust
Department, 600 Travis Street, Houston, TX 77002, without
recourse" and signed in the name of the Seller by an Authorized
Officer showing an unbroken chain of title from the originator
thereof to the person endorsing;
(ii) (a) 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 (1) 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 (2) 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;
(b) the original assignment to "Chase Bank of Texas,
National Association, as Trustee," which assignment shall be in
form and substance acceptable for recording, or a copy certified
by the Seller as a true and correct copy of the original
assignment which has been sent for recordation. Subject to the
foregoing, such assignments may, if permitted
<PAGE>
<PAGE>
by law, be by blanket assignments for Mortgage Loans covering
Mortgaged Properties situated within the same county. If the
assignment is in blanket form, a copy of the assignment shall be
included in the related individual Mortgage File;
(iii) the originals of any and all instruments that modify the terms
and conditions of the Mortgage Note, including but not limited to
modification, consolidation, extension and assumption agreements
including any adjustable rate mortgage (ARM) rider, if any;
(iv) the originals of all required intervening assignments, if any
with evidence of recording thereon, and if such assignment was
executed pursuant to a power of attorney, a certified true copy
of the power of attorney certified by the recorder's office, with
evidence of recording thereon, or certified by a title insurance
company or escrow company to be a true copy thereof; provided
that if such original assignment or power of attorney cannot be
delivered with evidence of recording thereon on or prior to the
Closing Date because of a delay caused by the public recording
office where such original assignment has been delivered for
recordation or because such original assignment has been lost,
the Seller shall deliver or cause to be delivered to the
Purchaser a true and correct copy of such assignment, together
with (a) in the case of a delay caused by the public recording
office, 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 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
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<PAGE>
<PAGE>
the origination of such Mortgage Loan which may include Truth-in-
Lending Statement and other legal statements, Appraisal and
Survey.
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<PAGE>
<PAGE>
EXHIBIT A
INSTRUCTION LETTER
ABN AMRO Mortgage Corporation
181 West Madison Street, Suite 3250
Chicago, Illinois 60602
________ __, 1999
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
_____________ ___, 1999 (the "Purchase Agreement") between you and us, we have
agreed to purchase from you certain Mortgage Loans. All capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the
Purchase Agreement.
In order to facilitate these transactions, and for the purpose of
convenience only, we hereby authorize and direct you to:
Action Due Date
1. Endorse mortgage notes to: one week prior to funding
"Pay to the order of
Chase Bank of Texas, National Association
for the benefit of the Certificateholders
of ABN AMRO Mortgage Corporation
Series 1999-2, Attn: Corporate Trust
Department, 600 Travis Street,
Houston, TX 77002,
without recourse"
2. Assign mortgages to be recorded one week prior to funding
to Chase Bank of Texas, National
Association for the benefit of the
Certificateholders of ABN AMRO
Mortgage Corporation
<PAGE>
<PAGE>
Series 1999-2:
3. Deliver to the Purchaser or its agent two business days after funding
all Mortgage Loan documents pertaining
to each loan
4. Deliver to the Purchaser's servicer one week prior to Servicing
all Mortgage Loan servicing documents transfer date
pertaining to each loan
5. Provide lost mortgage note affidavits, one week prior to funding
certified copies of all missing
mortgages, and certified
recorded copies of missing intervening
assignments
6. Mortgage Loan Schedule generated by one day prior to funding
Purchaser and agreed to by Seller
Sincerely,
ABN AMRO Mortgage Corporation
By:_____________________________
Name:___________________________
Title:__________________________
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<PAGE>
<PAGE>
EXHIBIT B
FORM OF ASSIGNMENT
Standard Federal Bank, a federal savings bank (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>
<PAGE>
Dated: _____________, 1999 Standard Federal Bank
By:_____________________________
Name:___________________________
Title:__________________________
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<PAGE>
<PAGE>
ACKNOWLEDGED ON __________ __, 1999
ABN AMRO Mortgage Corporation
By:_________________________________
Name:_______________________________
Title:______________________________
-3-
<PAGE>
<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 ____________, 1999.
----------------------------------
Notary Public
My commission expires:____________
<PAGE>
<PAGE>
EXHIBIT C
FORM OF OFFICER'S CERTIFICATE
Standard Federal Bank
I, ____________________, do hereby certify pursuant to Section 10(a) and
(b)(iii) of the Purchase Agreement (as hereinafter defined) that I am the duly
elected ____________________ of Standard Federal Bank ("Standard Federal"), a
federal savings bank, and further certify as follows:
1. Attached hereto as Exhibit "A" is a true and correct copy of the charter
of Standard Federal. There has been no amendment or other document filed
affecting the charter as of the date of this certification of Standard Federal,
and no such amendment has been authorized.
2. Attached hereto as Exhibit "B" is a true and correct copy of the by-laws
of Standard Federal as in full force and effect as of the date of this
certification.
3. No proceedings looking toward merger, consolidation, liquidation, or
dissolution of Standard Federal are pending or contemplated.
4. Each person who, as an officer or representative of Standard Federal,
signed, or will sign (a) the Purchase Agreement, and (b) any other document
delivered pursuant thereto or on the date hereof in connection with the Mortgage
Loan Purchase Agreement, dated as of _________ ___, 1999, between Standard
Federal, as seller, and ABN AMRO Mortgage Corporation, as Purchaser (the
"Purchase Agreement") was, at the respective times of such signing and delivery,
and is as of the date hereof duly elected or appointed, qualified and acting as
such officer or representative, and the signatures of such persons appearing on
such documents are their genuine signatures.
5. Attached hereto as Exhibit "C" is a true, complete and correct copy of
the Resolutions of Standard Federal's Board of Directors, which were duly
adopted as of _____ __, 1998, and such Resolutions have not been amended,
altered or repealed, and remain in full force and effect without modification on
the date hereof.
6. Attached hereto as Exhibit "D" is a Good Standing Certificate issued by
the Office of Thrift Supervision as of __________, 199_. A current Good Standing
Certificate has been requested from the Office of Thrift Supervision and will be
supplied when it is received.
7. Standard Federal has performed all obligations and satisfied all
conditions on its part to be performed or satisfied under the Purchase Agreement
on or prior to the Closing Date and all of the representations and warranties of
the Seller under the Purchase Agreement are true
<PAGE>
<PAGE>
and correct as of the date hereof and as of the Closing Date, and no event has
occurred which, with notice or passage of time, or both, would constitute a
default under the Purchase Agreement.
All capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Purchase Agreement.
IN WITNESS WHEREOF, I have hereunto signed my name.
Date: __________ __, 199_
Standard Federal Bank
By:_____________________________
Name:___________________________
Title:__________________________
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<PAGE>
<PAGE>
I, ____________________, [Assistant Secretary] of Standard Federal Bank, a
federal savings bank, hereby certify that ____________________ is the duly
elected, qualified and acting ____________________ of Standard Federal Bank and
that the signature appearing on the preceding page is his genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name. Date: __________ __,
199_
Standard Federal Bank
By:_____________________________
Name:___________________________
Title:__________________________
-3-
<PAGE>
<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)]
__________ __, 1999
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 federal savings bank
("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 _________ ___, 1999 (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
<PAGE>
<PAGE>
ABN AMRO Mortgage Corporation
__________ __, 199_
Page 2
documents submitted to us in draft and the accuracy of the matters set forth in
the documents we reviewed. We have also assumed that all documents, agreements
and instruments have been 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 federal savings bank, duly organized, validly existing and
in good standing under the laws of the United States 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 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, 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
<PAGE>
<PAGE>
ABN AMRO Mortgage Corporation
__________ __, 199_
Page 3
with the provisions thereof, will conflict with or result in a breach of any of
the terms, conditions or provisions of Seller's charter or by-laws or board or
shareholder's resolutions, or any agreement or instrument to which Seller is now
a party or by which it is bound, or constitute a default or result in an
acceleration under any of the foregoing, or result in the violation of any 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
Michigan 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
