ACE SECURITIES CORP.
Home Loan Trust 1999-A Asset Backed Securities
Series 1999-A
TERMS AGREEMENT
August 6, 1999
To: ACE Securities Corp., as depositor under the Sale and Servicing Agreement
dated as of August 1, 1999 (the "Agreement").
Re: Underwriting Agreement dated July 24, 1999 (the "Standard Terms").
Series Designation: Series 1999-A.
Terms of the Series 1999-A Securities: ACE Securities Corp. Home Loan
Trust 1999-A Asset Backed Securities, Series 1999-A, Class A Notes and Class R
Certificate (the "Securities"). Only the Class A Notes (the "Offered
Securities") are being sold pursuant to the terms hereof. The Offered
Securities are to be issued pursuant to an indenture dated as of August 1,
1999 (the "Indenture"), between ACE Securities Corp. Home Loan Trust 1999-A,
as issuer and First Union National Bank, as indenture trustee and will be
secured under the Indenture by the Collateral (as defined in the Indenture).
The Collateral will consist primarily of a pool of Home Loans having the
characteristics described in the Prospectus Supplement dated the date hereof.
Registration Statement: File Number 333-56213.
Ratings: It is a condition of closing that at the Closing Date the
Class A Notes be rated "AAA" by Standard & Poor's Ratings Services, a division
of the XxXxxx-Xxxx Companies, Inc. and "Aaa" by Xxxxx'x Investors Service.
Terms of Sale of Offered Securities: The Depositor agrees to sell to
Deutsche Bank Securities Inc. (the "Underwriter") and Deutsche Bank Securities
Inc. agrees to purchase from the Depositor the Offered Securities in the
principal amounts and prices set forth on Schedule 1. The purchase price for
each class of the Offered Securities shall be the applicable Purchase Price
Percentage set forth in Schedule 1 multiplied by the applicable principal
amount.
Cut-off Date: August 1, 1999
Closing Date: 10:00 A.M., New York time, on or about August 12, 1999.
On the Closing Date, the Depositor will deliver the Offered Securities to the
Underwriter against payment therefor.
Underwriter-Provided Information: The Depositor and GACC each
acknowledge and agree that the information set forth in (i) the first sentence
of penultimate paragraph on the front cover of the Prospectus Supplement dated
August 6, 1999 (the "Prospectus Supplement") and (ii) in the first two
sentences of the second paragraph under the caption "Underwriting" in the
Prospectus Supplement constitute the only information furnished in writing by
or on behalf of the Underwriter for inclusion in the Registration Statement,
the Prospectus or the Prospectus Supplement, and the Underwriter confirms that
such statements are correct.
Performance of Certain Obligations. The Underwriter agrees to perform
the obligations and exercise the rights of the Depositor, all on behalf of the
Depositor, as specified in the Agreement and the Administration Agreement
dated as of June 3, 1998, between the Depositor and the Underwriter, as
administrative agent.
Incorporation of the Standard Terms: Each of the provisions of the
Standard Terms is incorporated herein by reference in its entirety and shall
be deemed to be a part of this Terms Agreement to the same extent as if such
provisions had been set forth in full herein and each of the representations
and warranties set forth therein shall be deemed to have been made on and as
of the date of this Terms Agreement, and the Standard Terms and this Terms
Agreement shall be construed as, together, one and the same agreement. Without
limiting the foregoing, Sections 16 through 20 of the Standard Terms are
incorporated herein by reference in their entirety.
Underwriting Compensation: GACC agrees to pay to the Underwriter an
underwriting fee of $930,155.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the undersigned a counterpart hereof,
whereupon this instrument along with all counterparts will become a binding
agreement among the Underwriter, German American Capital Corporation and ACE
Securities Corp.
Very truly yours,
DEUTSCHE BANK SECURITIES INC.
By:
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Name:
Title:
By:
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Name:
Title:
Accepted in New York, New York,
as of the date hereof:
ACE SECURITIES CORP.
By:
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Name:
Title:
GERMAN AMERICAN CAPITAL CORPORATION
By:
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Name:
Title:
By:
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Name:
Title:
Schedule 1
Initial
Interest Principal Purchase
Class Rate Amount (1) Price Percentage
----- -------- ---------- ----------------
A 7.749%(2) $372,062,000 99.749949%
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(1) Approximate.
(2) Subject to increase as described in the Prospectus Supplement.
