This Pooling and Servicing Agreement, dated and effective as of
December 1, 1998 (this "Agreement"), is executed by and among ABN AMRO
Mortgage Corporation, as depositor (the "Depositor"), LaSalle Home Mortgage
Corporation, as servicer (the "Servicer"), and Chase Bank of Texas,
National Association, as trustee (the "Trustee"). Capitalized terms used in
this Agreement and not otherwise defined have the meanings ascribed to such
terms in Article I hereof.
PRELIMINARY STATEMENT
The Depositor at the Closing Date is the owner of the 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 B-3, Class
B-4 and Class B-5 Certificates have been offered for sale pursuant to a
Prospectus, dated September 18, 1998, and a Prospectus Supplement, dated
December 22, 1998, of the Depositor (together, the "Prospectus"). The Class
B-3, Class B-4 and Class B-5 Certificates have been offered for sale
pursuant to a Private Placement Memorandum dated December 23, 1998. The
Trust Fund created hereunder is intended to be the "Trust" as described in
the Prospectus and the Private Placement Memorandum and the Certificates
are intended to be the "Certificates" described therein.
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the Loans and other related assets in the
Trust Fund subject to this Agreement as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as "REMIC
I." Component R-1 of the Class R Certificate will represent the sole class
of "residual interests" in REMIC I for purposes of the REMIC Provisions
under federal income tax law.
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the REMIC I Regular Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC II". Component R-2 of the Class R Certificate will
represent the sole class of "residual interests" in REMIC II for purposes
of the REMIC Provisions under federal income tax law. The following table
irrevocably sets forth the designations, the Remittance Rate and initial
Class Principal Balance for each Class of Certificates which, together with
the Class R-2 Component, constitute the entire beneficial interests in
REMIC II. Determined solely for purposes of satisfying Treasury regulation
section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each
of the REMIC I Regular Interests and for each Class of Certificates shall be
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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:
Initial Class
Principal
Remittance or Notional Last Scheduled
Designation Rate(1) Balance Distribution Date*
----------- --------- ---------- ------------------
Class A-1 6.00% $10,299,000 January 25, 2029
Class A-2 6.05% 17,661,000 January 25, 2029
Class A-3 6.20% 45,022,000 January 25, 2029
Class A-4 6.00% 97,921,000 January 25, 2029
Class A-5 (2) 46,804,614 January 25, 2029
Class A-6 5.90%(3) 8,084,625 January 25, 2029
Class A-7 9.30%(4) 2,694,875 January 25, 2029
Class A-8 6.75%(5) 3,884,200 January 25, 2029
Class A-9 6.75%(6) 3,259,834 January 25, 2029
Class A-10 6.75%(6) 82,107 December 25, 2013
Class A-11 %(7) 1,872,184 January 25, 2029
Class M 6.75% 4,880,000 January 25, 2029
Class B-1 6.75% 1,952,100 January 25, 2029
Class B-2 6.75% 976,000 January 25, 2029
Class B-3 6.75% 732,000 January 25, 2029
Class B-4 6.75% 488,000 January 25, 2029
Class B-5 6.75% 732,070.84 January 25, 2029
Class R+ 6.75% 100(8) January 25, 2029
* The Distribution Date in the month after the maturity date for the
latest maturing Loan.
+ 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 Components) on each Distribution Date will have accrued
during the preceding calendar month at the applicable per annum
Remittance Rate.
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(2) For purposes of calculating distributions, the Class A-5
Certificates will each be comprised of four Components having the
designations, initial Component Principal Balances and Remittance
Rates set forth below:
Initial Component Principal
Designation or Notional Balance Remittance Rate
----------- ------------------- ---------------
Component A-5-1 $16,850,398 6.75%(A)
Component A-5-2 42,701,923 6.75%(B)
Component A-5-3 4,102,691 0.00%(C)
Component A-5-4 4,510,559 6.75%(D)
(A) Component A-5-1 will accrue interest on the Component
A-5-1 Notional Amount. Component A-5-1 will not be
entitled to receive distributions of principal.
(B) On each Distribution Date, an amount equal to the
Component A-5-2 Accrual Amount will be added to the
Component A-5-2 Principal Balance and such amount will be
distributed as principal to other Components and Classes
of the Class A Certificates as described herein and will
not be distributed as interest to Component A-5-2.
(C) Component A-5-3 will not be entitled to distributions of
interest and will receive principal only in respect of
the Loans.
(D) Component A-5-4 will accrue interest on the Component
A-5-4 Notional Amount. Component A-5-4 will not be
entitled to receive distributions of principal.
(3) Interest will accrue on the Class A-6 Certificates at an initial
interest rate of 5.90% and after the first Distribution Date at a
per annum rate of 0.85% above LIBOR, determined monthly as
described herein, subject to a maximum rate of 9.00% and a minimum
rate of 0.85%.
(4) Interest will accrue on the Class A-7 Certificates at an initial
interest rate of 9.30% and after the first Distribution Date at a
per annum rate of 24.45% minus (3.0 x LIBOR), determined monthly
as described herein, subject to a maximum rate of 24.45% and a
minimum rate of 0.00%.
(5) On each Distribution Date, an amount equal to the Class A-8
Accrual Amount will be added to the Class A-8 Principal Balance,
and such amount will be distributed as principal to other
Components and Classes of the Class A Certificates as described
herein and will not be distributed as interest to the Class A-8
Certificates.
(6) The Class A-9 and Class A-10 Certificates will accrue interest on
the Class A-9 Notional Amount and Class A-10 Notional Amount,
respectively. The Class A-9 and Class A-10 Certificates will not
be entitled to receive distributions of principal.
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(7) For purposes of calculating distributions, the Class A-11
Certificates will each be comprised of four Components having the
designations, initial Component Principal Balances and Remittance
Rates set forth below:
Designation Initial Component Principal
----------- or Notional Balance Remittance Rate
------------------- ---------------
Component A-11-1 $674,105 6.75%(A)
Component A-11-2 1,708,077 6.75%(B)
Component A-11-3 164,107 0.00%(C
Component A-11-4 180,422 6.75%(D)
(A) Component A-11-1 will accrue interest on the Component
A-11-1 Notional Amount. Component A-11-1 will not be
entitled to receive distributions of principal.
(B) On each Distribution Date, an amount equal to the
Component A-11-2 Accrual Amount will be added to the
Component A-11-2 Principal Balance, and such amount will
be distributed as principal to other Components and
Classes of the Class A Certificates as described herein
and will not be distributed as interest to Component
A-11-2.
(C) Component A-11-3 will not be entitled to distributions of
interest and will receive principal only in respect of
the Loans.
(D) Component A-11-4 will accrue interest on the Component
A-11-4 Notional Amount. Component A-11-4 will not be
entitled to receive distributions of principal.
(8) The Class R Certificate will be comprised of two components,
component R-1, which represents the sole residual interest in
REMIC I (as defined herein), and component R-2, which represents
the sole residual interest in REMIC II (as defined herein).
W I T N E S S E T H
In consideration of the mutual agreements herein contained, the
Depositor, Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this
Article:
Accrual Certificates: The Class A-8 Certificates.
Accrual Components: Component A-5-2 of the Class A-5 Certificates and
Component A-11-2 of the Class A-11 Certificates.
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