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ABN AMRO MORTGAGE CORPORATION
Depositor
and
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.
Servicer
and
STATE STREET BANK AND TRUST COMPANY
Trustee
----------------
FIRST AMENDMENT TO
POOLING AND SERVICING AGREEMENT
Dated September 10, 2001
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$237,316,463
Mortgage Pass-Through Certificates
SERIES 2001-1
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FIRST AMENDMENT TO POOLING
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AND SERVICING AGREEMENT
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THIS FIRST AMENDMENT TO POOLING AND SERVICING AGREEMENT is dated as of
September 10, 2001 (herein referred to as this "First Amendment") and is made by
and between ABN AMRO MORTGAGE CORPORATION, as depositor (the "Depositor"),
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP., as servicer (the "Servicer"), and
STATE STREET BANK AND TRUST COMPANY, as trustee (the "Trustee").
RECITALS
--------
WHEREAS, the Depositor, the Servicer and the Trustee entered into a
Pooling and Servicing Agreement dated as of April 1, 2001 (the "Agreement"),
pursuant to which (i) the Depositor sold, conveyed and assigned certain Loans to
the Trustee in trust for the benefit of Certificateholders of ABN AMRO Mortgage
Corporation Mortgage Pass-Through Certificates, Series 2001-1, (ii) the Servicer
agreed to service such Loans in accordance with the terms thereof, and (iii) the
Certificates were issued pursuant thereto;
WHEREAS, this Amendment is being delivered pursuant to Section 10.1(c)
of the Agreement in order to conform the terms of the Agreement to the terms
described in the Prospectus dated October 12, 1999, together with the Prospectus
Supplement dated April 27, 2001.
NOW, THEREFORE, in consideration of the preceding premises and
assumptions and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the Depositor, the Trustee, and the Servicer
agree as follows:
Section 1. Definitions. All capitalized terms used in this First Amendment
which are not specifically defined herein shall have the meanings
assigned to them in the Agreement.
Section 2. Amendment to Agreement. The definition of "Compensating Interest"
in Article I of the Agreement shall be amended and restated in
its entirety as follows:
Compensating Interest: For any Distribution Date, the
lesser of (i) the sum of (a) one-twelfth of 0.04% of the
aggregate outstanding Principal Balance of each Loan on the
second Due Date preceding such Distribution Date, (b) the
aggregate Payoff Earnings and (c) the aggregate Payoff Interest
and (ii) the aggregate Uncollected Interest.
Section 3. Agreement to Remain in Full Force and Effect. Except as modified
and amended hereby, all other terms and conditions of the
Agreement shall remain in full force and effect and are hereby
ratified and confirmed by the parties hereto.
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Section 4. Counterparts. This First Amendment may be executed simultaneously
in any number of counterparts, each of which counterparts shall
be deemed an original, and such counterparts shall constitute one
and the same instrument.
Section 5. Governing Law. The First Amendment shall be constructed in
accordance with the internal laws of the State of New York
applicable to agreements made and to be performed in said State,
and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
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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/ Xxxxxx X. Xxxxxxx
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Its Vice President
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STATE STREET BANK AND TRUST
COMPANY,
as Trustee
By /s/ Xxxxx X. X'Xxxxx
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Its
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WASHINGTON MUTUAL MORTGAGE
SECURITIES CORP.,
as Servicer
By /s/ Xxxxxxx X. Xxxxxx
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Its President
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