MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement (the "AGREEMENT"), dated as of
October 27, 1998, between Standard Federal Bank (the "SELLER") and ABN AMRO
Mortgage Corporation (the "PURCHASER").
Subject to the terms and conditions of this Agreement, the Seller
agrees to sell and the Purchaser agrees to purchase certain mortgage loans
(the "MORTGAGE LOANS") as described herein and as identified on the Mortgage
Loan Schedule defined in SECTION 2 hereof. The Mortgage Loans will be
purchased on a servicing retained basis.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. PURCHASE AND SALE OF THE MORTGAGE LOANS.
(a) Pursuant to the terms hereof and upon satisfaction of the
conditions set forth herein, the Seller agrees to sell and the Purchaser
agrees to purchase, Mortgage Loans having the general characteristics set
forth in this Agreement and specifically identified on the Mortgage Loan
Schedule, for the Purchase Price set forth below in SECTION 3(a) hereof and
having an aggregate principal balance on and as of the date of such Mortgage
Loan Schedule (the "CUT-OFF DATE") of approximately $360,000,000 after
deduction of principal payments due on or before the Cut-Off Date (which
amount may vary plus or minus 5% thereof), or such other aggregate principal
balance as agreed by the Purchaser and the Seller as evidenced by the actual
aggregate principal balance of the Mortgage Loans accepted by the Purchaser
on the Closing Date (as defined below).
(b) Subject to mutual agreement between the Purchaser and the Seller,
the closing for the purchase and sale of the Mortgage Loans shall take place
on October 27, 1998 (the "Closing Date") at the office of Purchaser's counsel
in Chicago, Illinois or such other place as the parties shall agree.
SECTION 2. MORTGAGE LOAN SCHEDULE. Attached to this Agreement as
Schedule 1 is a listing of the Mortgage Loans evidenced by promissory notes,
mortgage notes or other evidence of indebtedness (the "MORTGAGE NOTES")
evidencing the indebtedness of an obligor (the "MORTGAGOR") under the
mortgages, deeds of trust or other instruments securing a Mortgage Loan (the
"MORTGAGES") to be purchased by and delivered to the Purchaser on the Closing
Date (as such may be amended prior to the Closing Date by mutual agreement of
the parties) (the "MORTGAGE LOAN SCHEDULE"). The "Mortgage Loan Schedule" as
of the Closing Date shall refer to the Mortgage Loan Schedule as delivered on
the Cut-off Date related to such Mortgage Loans to be purchased by or on
behalf of the Purchaser pursuant to the terms of this Agreement. The
Mortgage Loan Schedule shall contain as to each Mortgage Loan listed thereon,
at a minimum, the Mortgage Loan information indicated on SCHEDULE 2 hereto.
SECTION 3. PURCHASE PRICE.
(a) In exchange for the Mortgage Loans, on the Closing Date, the
Purchaser shall transfer to the Seller by wire transfer in immediately
available funds the purchase price (the "PURCHASE PRICE") which is equal to
the principal balance thereof as of the Cut-Off Date plus any accrued and
unpaid interest thereon to such Cut-Off Date.
(b) The Purchaser shall be entitled to all scheduled payments of
principal and interest due with respect to the Mortgage Loans after the
Cut-Off Date, and all other recoveries of principal and interest collected
after the Cut-Off Date (other than in respect of principal and interest on
the Mortgage Loans due on or before the Cut-Off Date). The Seller shall be
entitled to all scheduled payments of principal and interest due with respect
to the Mortgage Loans on or before the Cut-Off Date, and all other recoveries
of principal and interest collected on or before the Cut-Off Date (other than
in respect of principal and interest on the Mortgage Loans due after the
Cut-Off Date). The Principal Balance of each Mortgage Loan as of the Cut-Off
Date is determined after deduction of payments of principal due on or before
the Cut-Off Date whether or not collected. Therefore, payments of scheduled
principal and interest prepaid for a date due following the Cut-Off Date
shall not be deducted from the Principal Balance as of the Cut-Off Date but
such prepaid amounts shall belong to and be promptly remitted to the
Purchaser.
SECTION 4. EXAMINATION OF MORTGAGE FILES.
Prior to the Closing Date, the Seller will have made files for each
Mortgage Loan, that consist at least of the documents listed on SCHEDULE 3
attached hereto (with respect to each Mortgage Loan, a "Mortgage File", and
collectively, the "MORTGAGE FILES"), available to the Purchaser or its
agents, for examination at the Seller's offices or such other location as
shall otherwise be agreed upon by the Purchaser and the Seller. The
Purchaser may purchase all or part of the Mortgage Loans with or without
conducting any partial or complete examination. The fact that the Purchaser
or its agents have conducted or have failed to conduct any partial or
complete examination of the Mortgage Files shall not affect the Purchaser's
rights under this Agreement, including, but not limited to, the rights to
demand repurchase, substitution or other relief as provided in this Agreement.
SECTION 5. TRANSFER OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES.
(a) On the Closing Date, subject to the satisfaction of the terms and
conditions hereof the Seller shall sell, transfer, assign, set over and
otherwise convey to the Purchaser, without recourse, but subject to the terms
of this Agreement, all right, title and interest of the Seller in and to the
Mortgage Loans and all proceeds thereof, wherever located, including without
limitation, all amounts in respect of principal and interest received or
receivable with respect to Mortgage Loan payments due after the Cut-Off Date
(and including scheduled payments of
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principal and interest due after the Cut-Off Date but received by the Seller
on or before the Cut-Off Date, but not including payments of principal and
interest due on the Mortgage Loans on or before the Cut-Off Date), together
with the proceeds of any related mortgage insurance policies. Such transfer
shall be made directly to the Purchaser in accordance with the letter
delivered to the Seller by the Purchaser attached hereto as EXHIBIT A (the
"INSTRUCTION LETTER"). The Seller's records will accurately reflect the sale
of each Mortgage Loan to the Purchaser.
(b) The ownership of each Mortgage Loan and the related Mortgage Note,
the Mortgage and the contents of the related Mortgage File shall be, upon
satisfaction of SUBSECTION 5(a) hereof, vested in the Purchaser and the
ownership of all records and documents with respect to such Mortgage Loan
prepared by or which come into the possession of the Seller shall immediately
vest in the Purchaser and shall be retained and maintained by the Seller at
the will and for the benefit of the Purchaser in a custodial capacity only.
The Seller shall deliver to the Purchaser or its agent in accordance with the
instructions set forth in EXHIBIT A, simultaneously with the execution and
delivery of this Agreement or prior to the Closing Date, all of the documents
pertaining to each Mortgage Loan.
(c) The transfer of the Mortgage Loans as described herein shall be
absolute and is intended by the parties to be a sale. In the event that a
court deems the conveyance set forth herein not to constitute a sale, the
Seller shall have granted to the Purchaser and the Trustee a first priority
security interest in the Mortgage Loans and in the proceeds thereof of any
kind or nature whatsoever, and in the proceeds of any related insurance
policies, subject to the satisfaction or waiver of the conditions set forth
in SECTION 11 hereof, and shall take, or shall cause to have been taken, all
steps necessary prior to the Closing Date to perfect such security interest
in the Purchaser.
SECTION 6. BOOKS AND RECORDS.
On the Closing Date, following the sale of the Mortgage Loans to the
Purchaser, title to each Mortgage and the related Mortgage Note shall be
transferred to the Purchaser or its assignee in accordance with this
Agreement. All rights arising out of the Mortgage Loans after the Cut-Off
Date including, but not limited to, any and all funds received on or in
connection with a Mortgage Loan and due after the Cut-Off Date shall be
received and held by the Seller in a custodial capacity for the benefit of
the Purchaser or its assignee as the owner of the Mortgage Loans in
accordance herewith and shall be delivered or caused to be delivered by the
Seller to the Purchaser or its assignee on or immediately following the
Closing Date. Any funds received by the Seller, the Purchaser or LaSalle
Home Mortgage Corporation after the Cut-Off Date but due prior to the Cut-Off
Date shall remain the property of the Seller and shall be promptly remitted
to the Seller.
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SECTION 7. FURTHER ACTIONS; FINANCING STATEMENTS.
(a) In furtherance of the provisions of Section 5(c) hereof, the Seller
agrees to take or cause to be taken such further actions to execute, deliver
and file or cause to be executed, delivered and filed, such further documents
and instruments (including, without limitation, any UCC financing statements)
as may be necessary, or as the Purchaser may reasonably request, in order to
perfect and maintain the security interest created pursuant to said section
and to otherwise fully effectuate the purposes, terms and conditions of this
Agreement, and the Purchaser shall cooperate in any such action.
(b) The Seller shall: (i) promptly execute, deliver, and file any
financing statements, amendments, continuation statements, assignments,
certificates and other documents with respect to such security interest as
may be necessary to enable the Purchaser to perfect or to maintain the
perfection of such security interest, each in form and substance satisfactory
to the Purchaser; and the Seller hereby grants to the Purchaser, subject to
the satisfaction or waiver of the conditions set forth in SECTION 11 hereof,
the right, at the Purchaser's option, to file any or all such financing
statements, amendments, continuation statements, assignments, certificates
and other documents pursuant to the UCC and otherwise without its signature
and hereby irrevocably appoints the Purchaser, subject to the satisfaction or
waiver of the conditions set forth in SECTION 11 hereof, as its
attorney-in-fact to execute, deliver and file any such financing statements,
amendments, continuation statements, assignments, certificates and other
documents in the Seller's name and to perform all other acts which the
Purchaser deems appropriate to perfect or to maintain the perfection of the
security interest; and (ii) notify the Purchaser within five (5) days after
the occurrence of any of the following: (A) any change in the Seller's
corporate name or any trade name; (B) any change in the Seller's location of
its chief executive office or principal place of business; and (C) any merger
or consolidation or other change in Seller's identity or material change in
its corporate structure.
SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF SELLER.
(a) The Seller hereby represents and warrants to the Purchaser as of the
Closing Date (or such other date as is specified in the related representation
or warranty) as follows:
(i) The Seller has been duly created and is validly existing as a
Federal Savings Bank under the laws of the United States;
(ii) The execution and delivery of this Agreement by the Seller and
its performance of and compliance with the terms of this Agreement will not
violate the Seller's charter or by-laws or will not conflict with or result
in a breach of any of the terms or provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or other
material agreement or instrument to which the Seller is a party or by which
the Seller or to which any of the property or assets of the Seller is
subject;
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(iii) This Agreement, assuming due authorization, execution and
delivery by the Purchaser, constitutes a valid and legally binding
obligation of the Seller, enforceable against the Seller in accordance with
its terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles, regardless
of whether such enforcement is considered in a proceeding in equity or at
law;
(iv) The Seller is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Seller or its properties or might
have consequences that would affect its performance hereunder;
(v) No litigation is pending or, to the best of the Seller's
knowledge, threatened against the Seller which would prohibit its entering
into this Agreement or performing its obligations under this Agreement;
(vi) The Seller is an approved conventional seller/servicer for
FNMA or FHLMC in good standing;
(vii) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Seller, and the
transfer, assignment and conveyance of the Mortgage Notes and the Mortgages
by the Seller pursuant to this Agreement is not subject to the bulk
transfer or any similar statutory provisions in effect in the State of
Michigan;
(viii) With respect to each Mortgage Loan:
(a) that the information set forth in the Mortgage Loan
Schedule appearing as an exhibit to this Agreement is true and correct
in all material respects at the date or dates respecting which such
information is furnished as specified therein;
(b) the Seller is the sole owner and holder of each
Mortgage Loan free and clear of all liens, pledges, charges or
security interests of any nature and has full right and authority,
subject to no interest or participation of, or agreement with, any
other party, to sell and assign the same;
(c) no payment of principal of or interest on or in respect
of any Mortgage Loan is 30 days or more past due from the Due Date of
such payment;
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(d) to the best of the Seller's knowledge, as of the date
of the transfer of the Mortgage Loans to the Purchaser, there is no
valid offset, defense or counterclaim to any Mortgage Note or
Mortgage;
(e) there is no proceeding pending, or to the best of the
Seller's knowledge, threatened for the total or partial condemnation
of any of the real property, together with any improvements thereto,
securing the indebtedness of the Mortgagor under the related Mortgage
Loan (the "Mortgaged Property") and the Mortgaged Property is free of
material damage and is in good repair and neither the Mortgaged
Property nor any improvement located on or being part of the Mortgaged
Property is in violation of any applicable zoning law or regulation;
(f) that each Mortgage Loan complies in all material
respects with applicable state or federal laws, regulations and other
requirements, pertaining to usury, equal credit opportunity and
disclosure laws, and each Mortgage Loan was not usurious at the time
of origination;
(g) to the best of the Seller's knowledge, all taxes,
governmental assessments and insurance premiums previously due and
owing, and which may become a lien against the Mortgaged Property,
with respect to the Mortgaged Property have been paid;
(h) that each Mortgage Note and the related Mortgage are
genuine and each is the legal, valid and binding obligation of the
maker thereof, enforceable in accordance with its terms except as such
enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors' rights
generally and by general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law); all
parties to the Mortgage Note and the Mortgage had legal capacity to
execute the Mortgage Note and the Mortgage; and each Mortgage Note and
Mortgage have been duly and properly executed by the Mortgagor;
(i) that each Mortgage is a valid and enforceable first
lien on the property securing the related Mortgage Note, and that each
Mortgage Loan is covered by an ALTA mortgagee title insurance policy
or other form of policy or insurance generally acceptable to FNMA or
FHLMC, issued by, and is a valid and binding obligation of, a title
insurer acceptable to FNMA or FHLMC insuring the originator, its
successor and assigns, as to the lien of the Mortgage in the original
principal amount of the Mortgage Loan subject only to (a) the lien of
current real property taxes and assessments not yet due and payable,
(b) covenants, conditions and restrictions, rights of way, easements
and other matters of public record as of the date of recording of such
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
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the origination of the related Mortgage Loan and (c) such other
matters to which like properties are commonly subject which do not
individually, or in the aggregate, materially interfere with the
benefits of the security intended to be provided by the Mortgage;
(j) neither the Seller nor any prior holder of any Mortgage
has, except as the Mortgage File may reflect, modified the Mortgage in
any material respect; satisfied, cancelled or subordinated such
Mortgage in whole or in part; released such Mortgaged Property in
whole or in part from the lien of the Mortgage; or executed any
instrument of release, cancellation, modification or satisfaction;
(k) that each Mortgaged Property consists of a fee simple
estate, a leasehold estate or condominium form of ownership in real
property;
(l) the condominium projects that include the condominiums
that are the subject of any condominium loan are generally acceptable
to FNMA or FHLMC;
(m) no foreclosure action is threatened or has been
commenced (except for the filing of any notice of default) with
respect to the Mortgage Loan; and except for payment delinquencies not
in excess of 30 days, to the best of the Seller's knowledge, there is
no default, breach, violation or event of acceleration existing under
the Mortgage or the related Mortgage Note and no event which, with the
passage of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event of
acceleration; and the Seller has not waived any default, breach,
violation or event of acceleration;
(n) Each Mortgage Loan was originated on FNMA or FHLMC
uniform instruments for the state in which the mortgaged property is
located;
(o) that based upon a representation by each Mortgagor at
the time of origination or assumption of the applicable Mortgage Loan,
100% of the Mortgage Loans measured by Principal Balance were to be
secured by owner-occupied residences and no more than 0% of the
Mortgage Loans measured by Principal Balance secured by non-owner-
occupied residences;
(p) that an appraisal of each Mortgaged Property was
conducted at the time of origination of the related Mortgage Loan, and
that each such appraisal was conducted in accordance with FNMA or
FHLMC criteria, on FNMA or FHLMC forms and comparables on at least
three properties were obtained;
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(q) that no Mortgage Loan had a Loan-to-Value Ratio at
origination in excess of 95%;
(r) the Mortgage Loans were not selected in a manner to
adversely affect the interests of the Purchaser and the Seller knows
of no conditions which reasonably would cause it to expect any
Mortgage Loan to become delinquent or otherwise lose value;
(s) each Mortgage Loan was either (A) originated directly
by or closed in the name of either: (i) a savings and loan
association, savings bank, commercial bank, credit union, insurance
company, or similar institution which is supervised and examined by a
federal or state authority or (ii) a mortgagee approved by the
Secretary of Housing and Urban Development pursuant to Sections 203
and 211 of the National Housing Act or (B) originated or underwritten
by an entity employing underwriting standards consistent with the
underwriting standards of an institution as described in subclause
(A)(i) or (A)(ii) above; and
(t) each Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G of the Internal Revenue Code of 1986.
It is understood and agreed that the representations and
warranties set forth in this SECTION 8 shall survive the sale of the
Mortgage Loans to the Purchaser and shall inure to the benefit of the
Purchaser, notwithstanding any restrictive or qualified endorsement on
any Mortgage Note or assignment of Mortgage or the examination of any
Mortgage File.
Upon discovery by either the Seller, the Purchaser or its
designees of a breach of any of the foregoing representations or
warranties of the Seller which materially and adversely affects (1)
the value of any of the Mortgage Loans actually delivered or (2) the
interests of the Purchaser therein, the party discovering such breach
shall give prompt written notice to the other. Within 90 (ninety)
days of its discovery or its receipt of notice of any such breach of a
representation or warranty, the Seller shall, with respect to the
Mortgage Loan(s) to which such breach relates, (i) cure such breach in
all material respects (except for a breach of that portion of the
representation and warranty relating to any casualty from the presence
of hazardous waste or hazardous substances), (ii) repurchase such
Mortgage Loan or Mortgage Loans (or any property acquired in respect
thereof) from the Purchaser at the Purchase Price, as adjusted for the
then current principal balance or (iii) within the 90 (ninety)-day
period following the Closing Date substitute another mortgage loan for
such Mortgage Loan. Such substitute mortgage loan shall on the date
of substitution, (i) have a principal balance not in excess of the
principal balance of the defective Mortgage Loan,
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(ii) be accruing interest at a rate of interest at least equal to that of
the defected Mortgage Loan, (iii) have a remaining term to stated maturity
not greater than, and not more than two years less than, that of the
Mortgage Loan so substituted, (iv) have an original loan-to-value ratio not
higher than that of the Mortgage Loan so substituted and a current loan-to-
value ratio not higher than that of the Mortgage Loan so substituted, and
(v) comply with all the representations and warranties relating to Mortgage
Loans set forth herein, as of the date of substitution (such mortgage loan
being referred to herein as a "QUALIFYING SUBSTITUTE MORTGAGE LOAN").
Except as set forth in SECTION 13 hereof, it is understood and agreed that
the obligations of the Seller set forth in this SECTION 8 to cure,
substitute for or repurchase a defective Mortgage Loan constitute the sole
remedies of the Purchaser respecting a breach of the foregoing
representations and warranties.
The Purchaser, upon receipt by it of the full amount of the
Purchase Price as adjusted for the then current principal balance for
a Mortgage Loan that is repurchased, or upon receipt of the Mortgage
File for a Qualifying Substitute Mortgage Loan for a Mortgage Loan
that is substituted or repurchased, shall release or cause to be
released and reassign to the Seller the related Mortgage File for the
Mortgage Loan that is substituted and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse,
representation, or warranty, as shall be necessary to vest in the
Seller or its designee or assignee title to any such substituted
Mortgage Loan released pursuant hereto, free and clear of all security
interests, liens and other encumbrances created by this Agreement,
which instruments shall be prepared by the Seller at its expense and
shall be reasonably acceptable to the Purchaser, and the Purchaser
shall have no further responsibility with respect to the Mortgage File
relating to such Mortgage Loan that is substituted.
Any cause of action against the Seller or relating to or arising
out of the breach of any representations and warranties made in this
SECTION 8 shall accrue as to any Mortgage Loan upon (i) discovery of
such breach by the Purchaser or notice thereof by the Seller to the
Purchaser, (ii) failure by the Seller to cure such breach, repurchase
such Mortgage Loan or substitute a Qualifying Substitute Mortgage Loan
as specified above, and (iii) demand upon the Seller by the Purchaser
for all amounts payable in respect of such Mortgage Loan.
SECTION 9. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF PURCHASER.
(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;
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(ii) The execution and delivery of this Agreement by the Purchaser
and its performance of and compliance with the terms of this Agreement will
not violate the Purchaser's corporate charter or by-laws or will not
conflict with or result in a breach of any of the terms or provisions of,
or constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other material agreement or instrument to which the Purchaser
is a party or by which the Purchaser or to which any property or assets of
the Purchaser is subject;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Seller, constitutes a valid and legally binding obligation
of the Purchaser, enforceable against the Purchaser in accordance with its
terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles, regardless
of whether such enforcement is considered in a proceeding in equity or at
law;
(iv) The Purchaser is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which the Purchaser default might
have consequences that would materially and adversely affect the condition
(financial or other) or operations of the Purchaser or its properties or
might have consequences that would affect its performance hereunder; and
(v) No litigation is pending or, to the best of the Purchaser's
knowledge, threatened against the Purchaser which would prohibit its
entering into this Agreement or performing its obligations under this
Agreement;
SECTION 10. PURCHASER'S CONDITIONS TO CLOSING. The obligations of the
Purchaser under this Agreement shall be subject to the satisfaction, on or prior
to the Closing Date, of the following conditions:
(a) The obligations of the Seller required to be performed by it on or
prior to the Closing Date pursuant to the terms of this Agreement shall have
been duly performed and complied with and all of the representations and
warranties of the Seller under this Agreement shall be true and correct as of
the date hereof and as of the Closing Date, and no event shall have occurred
which, with notice or the passage of time, or both, would constitute a default
under this Agreement, and the Purchaser shall have received a certificate to
that effect signed by an Authorized Officer (as defined below) of the Seller.
(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:
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(i) An assignment or assignments of the Mortgage Loans to the
Purchaser substantially in the form attached hereto as EXHIBIT B with such
changes as are required to adapt the assignment to the proper form in the
jurisdiction where the related Mortgage Property is located, and each
original Mortgage Note, duly endorsed originally or by facsimile, without
recourse, to the Purchaser, in each case in accordance with the
instructions set forth in EXHIBIT A attached hereto, which assignment or
assignments and Mortgage Note shall be delivered to and held by the
Purchaser or its agent on behalf of the Purchaser;
(ii) The Mortgage Loan Schedule prepared by Purchaser dated as of
the related Closing Date and attached hereto;
(iii) A certificate signed by an officer, which officer may be
either a senior vice president, a vice president, an assistant vice
president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the
Closing Date, substantially in the form attached hereto as EXHIBIT C to the
parties hereto, and attached thereto copies of the charter and by-laws and
a Good Standing Certificate or a memorandum setting forth the verbal
assurances from the appropriate regulatory authorities with respect to the
Seller will be immediately forthcoming; and
(iv) An opinion of Seller's counsel in substantially the form
attached hereto as EXHIBIT D.
(v) A security release certification, in a form acceptable to the
Purchaser, executed by the appropriate mortgagee or secured party, if any
of the Mortgage Loans have at any time been subject to any security
interest, pledge or hypothecation for the benefit of such person.
(c) The Seller will furnish to the Purchaser such other certificates of
its officers or others and such other documents to evidence fulfillment of the
conditions set forth in this Agreement as the Purchaser and its attorney may
reasonably request.
SECTION 11. SELLER'S CONDITIONS TO CLOSING. The obligations of the
Seller under this Agreement shall be subject to the satisfaction, on or prior to
the Closing Date, of the following conditions:
(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.
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(b) The Seller shall have received, or the Seller's attorney shall have
received in escrow, all of the following closing documents, in such forms as are
agreed upon and acceptable to the Seller, duly executed by all signatories other
than the Seller as required pursuant to the respective terms thereof:
(i) A certificate signed by an Authorized Officer dated as of the
Closing Date, in the form acceptable to the parties hereto, and attached
thereto the resolutions of the Purchaser authorizing the transactions
contemplated by this Agreement, together with copies of the Articles of
Association and by-laws as of a recent date with respect to the Purchaser;
(c) The Purchaser will furnish to the Seller such other certificates of
its officers or others and such other documents to evidence fulfillment of the
conditions set forth in this Agreement as the Seller and its attorney may
reasonably request.
SECTION 12. INDEMNIFICATION.
(a) The Seller agrees to indemnify and hold harmless the Purchaser against
any and all losses, claims, expenses, damages or liabilities to which Purchaser
may become subject, insofar as such losses, claims, expenses, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
representation or warranty made by the Seller in Section 8 hereof on which
Purchaser has relied, being, or alleged to be, materially untrue or incorrect.
This indemnity will be in addition to any liability which the Seller may
otherwise have.
(b) The Purchaser agrees to indemnify and hold harmless the Seller solely
in its capacity as seller of the Mortgage Loans against any and all losses,
claims, expenses, damages or liabilities to which the Seller may become subject,
insofar as such losses, claims, expenses, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any representation or warranty
made by the Purchaser in SECTION 9 hereof on which the Seller has relied, being,
or alleged to be, materially untrue or incorrect (notwithstanding the
Purchaser's lack of knowledge with respect to the substance of any
representation or warranty to which SECTION 9 applies which is made to the best
of the Purchaser's knowledge). This indemnity will be in addition to any
liability which the Purchaser may otherwise have.
(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
-12-
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, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
▇▇▇▇▇ ▇▇▇▇ - Vice President with a copy to Standard Federal Bank, ▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ - Vice
President; and notices to the Purchaser shall be directed to ABN AMRO Mortgage
Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇ - 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,
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reasonably request in order to effectuate the purpose and to carry out the
terms of this Agreement.
SECTION 20. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the Seller and the
Purchaser and their permitted successors and assigns. The Seller acknowledges
and agrees that the Purchaser may assign its rights under this Agreement. Any
person into which the Seller may be merged or consolidated (or any person
resulting from any merger or consolidation involving the Seller), or any person
succeeding to the business of the Seller shall be considered the "successor" of
the Seller hereunder. Except as provided in the two preceding sentences, this
Agreement cannot be assigned, pledged or hypothecated by any party hereto
without the written consent of the other party to this Agreement.
Notwithstanding anything to the contrary in this SECTION 20, the parties hereto
agree that the Purchaser has the right to assign its rights and interest in, to
and under SECTION 8 hereof.
SECTION 21. AMENDMENTS. No term or provision of this Agreement may be
waived or modified unless such waiver or modification is in writing and signed
by a duly authorized officer of the party against whom such waiver or
modification is sought to be enforced.
-14-
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to
be signed hereto by their respective duly authorized officers as of the date
first above written.
Standard Federal Bank,
as Seller
By: /s/
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
ABN AMRO Mortgage Corporation,
as Purchaser
By: /s/
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
SCHEDULE 1
MORTGAGE LOAN SCHEDULE
----------------------
A copy of the Mortgage Loan schedule may be obtained by contacting the
Registrant.
SCHEDULE 2
MORTGAGE LOAN SCHEDULE INFORMATION
----------------------------------
Each Mortgage Loan shall be identified by at least the following details,
among others, relating to each Mortgage Loan:
(i) the loan number of the Mortgage Loan and name of the related
Mortgagor;
(ii) the street address of the Mortgaged Property;
(iii) the mortgage interest rate as of the Cut-Off Date;
(iv) the original term and maturity date of the related Mortgage
Note;
(v) the original principal balance;
(vi) the first payment date;
(vii) the monthly payment in effect as of the Cut-Off Date;
(viii) the date of the last paid installment of interest;
(ix) the unpaid principal balance as of the close of business on the
Cut-Off Date;
(x) the loan-to-value ratio at origination and as of the Cut-Off Date;
(xi) the type of property;
(xii) the nature of occupancy at origination;
(xiii) the county in which Mortgaged Property is located, if
available;
(xiv) the Mortgage Loan Group; and
(xv) the Closing Date.
SCHEDULE 3
MORTGAGE FILE INFORMATION
-------------------------
Each Mortgage File shall include at least the following
documents, among others, with respect to each Mortgage Loan transferred and
assigned from the Seller to the Purchaser, or its agent:
(i) the original Mortgage Note bearing all intervening endorsements
endorsed, "Pay to the order of Chase Bank of Texas, National
Association for the benefit of the Certificateholders of ABN AMRO
Mortgage Corporation Series 1998-4 Attn: Corporate Trust
Department, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, 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 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 (including, if
applicable, the endorsement relating to the negative amortization
of the Mortgage Loans) or in the event such original title policy
is unavailable, any one of an original title binder, an original
preliminary title report or an original title commitment or a copy
thereof certified by the title company with the original policy of
title insurance to follow within 180 days of the Closing Date;
(vi) the mortgage insurance certificate;
(vii) hazard insurance certificates and copies of the Hazard Insurance
Policy and, if applicable, flood insurance policy; and
(viii) any and all other documents, opinions and certificates executed
and/or delivered by the related Mortgagor and/or its counsel in
connection with
-2-
the origination of such Mortgage Loan which may include Truth-in-
Lending Statement and other legal statements, Appraisal and Survey.
-3-
EXHIBIT A
---------
INSTRUCTION LETTER
ABN AMRO Mortgage Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
________ __, 1998
Standard Federal Bank
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear Ladies and Gentlemen:
Pursuant to the Mortgage Loan Purchase Agreement dated as of October 27,
1998 (the "PURCHASE AGREEMENT") between you and us, we have agreed to
purchase from you certain Mortgage Loans. All capitalized terms used herein
and not otherwise defined shall have the meanings set forth in the Purchase
Agreement.
In order to facilitate these transactions, and for the purpose of
convenience only, we hereby authorize and direct you to:
Action Due Date
1. Endorse mortgage notes to: one week prior to funding
"Pay to the order of
Chase Bank of Texas, National Association
for the benefit of the Certificateholders
of ABN AMRO Mortgage Corporation
Series 1998-4, Attn: Corporate Trust
Department, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇,
without recourse"
2. Assign mortgages to be recorded one week prior to funding
to Chase Bank of Texas, National Association
for the benefit of the Certificateholders
of ABN AMRO Mortgage Corporation
Series 1998-4:
3. Deliver to the Purchaser or its agent all two business days after
Mortgage Loan documents pertaining to each funding
loan
4. Deliver to the Purchaser's servicer all one week prior to Servicing
Mortgage Loan servicing documents pertaining transfer date
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 Purchaser one day prior to funding
and agreed to by Seller
Sincerely,
ABN AMRO Mortgage Corporation
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
-2-
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.
Dated: _____________, 1998 Standard Federal Bank
By:_____________________________________
Name:________________________________
Title:_______________________________
-▇-
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ __________ __, 1998
ABN AMRO Mortgage Corporation
By:_______________________________________
Name:__________________________________
Title:_________________________________
-3-
STATE OF ____________ )
)
COUNTY OF ___________ )
I, ______________, a Notary Public in and for the said County and State,
do hereby certify that ____________, personally known to me to be the same
person whose name is subscribed to the foregoing instrument as
_______________ of __________________, appeared before me this day in person
and, being first sworn, acknowledged that he signed and delivered the said
instrument as his own free and voluntary act, and as the free and voluntary
act of said corporation as the ___________ of ____________, a ____________,
for the uses and purposes therein set forth and that he was duly authorized
to execute the said instrument by the __________________ of said
_________________.
Given under my hand and seal, this ____ day of ____________, 1998.
__________________________________
Notary Public
My commission expires:____________
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 October 27, 1998, 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 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:______________________________
-2-
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-
[OPINION TO BE REVISED IN ACCORDANCE WITH
GENERAL COUNSEL'S FORM OF OPINION LETTER]
EXHIBIT D
---------
[OPINION OF SELLER'S IN-HOUSE COUNSEL
PURSUANT TO SECTION 10(b)(iv)]
-----------------
__________ __, 1998
ABN AMRO Mortgage Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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 October 27, 1998 (the "PURCHASE AGREEMENT"),
between the Purchaser and Seller. This opinion is being delivered to the
Purchaser pursuant to SECTION 10(b)(iv) of the Purchase Agreement. All
capitalized terms not otherwise defined herein have the meanings given them
in the Purchase Agreement.
In rendering the opinions set forth below, we have examined and relied
upon originals or copies, certified or otherwise identified to our
satisfaction, of the charter and by-laws of Seller, the Purchase Agreement
and such corporate records, agreements or other instruments of Seller, and
such certificates, records and other documents, agreements and instruments,
including, among other things, certain documents delivered on the Closing
Date, as we have deemed necessary and proper as the basis for our opinions.
In connection with such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents, agreements and instruments
submitted to us as originals, the conformity to original documents,
agreements and instruments of all documents, agreements and instruments
submitted to us as copies or specimens, the authenticity of the originals of
such documents, agreements and instruments submitted to us as copies or
specimens, the conformity to executed original documents of all documents
submitted to us in draft and the accuracy of the matters set forth in the
documents we reviewed. We have also assumed that all documents, agreements
and instruments have been
ABN AMRO Mortgage Corporation
_____________ ___, 199_
Page 2
duly authorized, executed and delivered by all parties thereto. As to any
facts material to such opinions that we did not independently establish or
verify, we have relied upon statements and representations of officers and
other representatives of Seller as we have deemed necessary and proper as the
basis for our opinions, including, among other things, the representations
and warranties of Seller in the Purchase Agreement.
Based upon the foregoing, I am of the opinion that:
1. Seller is a 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 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
ABN AMRO Mortgage Corporation
_____________ ___, 199_
Page 3
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