SAXON ASSET SECURITIES TRUST 2000-4
MORTGAGE LOAN ASSET BACKED CERTIFICATES
SERIES 2000-4
TRUST AGREEMENT
dated as of December 1, 2000
among
SAXON ASSET SECURITIES COMPANY,
as Depositor
SAXON MORTGAGE, INC.,
as Master Servicer
and
BANKERS TRUST COMPANY,
as Trustee
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TABLE OF CONTENTS
ARTICLE I DEFINITIONS.........................................................9
Section 1.01. Standard Terms; Section References..........................9
Section 1.02. Defined Terms..............................................10
ARTICLE II FORMATION OF TRUST; CONVEYANCE OF MORTGAGE LOANS..................45
Section 2.01. Conveyance of Mortgage Loans...............................45
Section 2.02. Purchase of Subsequent Mortgage Loans......................46
Section 2.03. Pre-Funding Account and Capitalized Interest Account.......48
Section 2.04. Group II Reserve Fund......................................49
ARTICLE III REMITTING TO CERTIFICATEHOLDERS..................................50
Section 3.01. (Reserved).................................................50
Section 3.02. (Reserved).................................................50
Section 3.03. Certificate Distributions..................................50
Section 3.04. Reports to the Depositor and the Trustee:..................56
Section 3.05. Reports by or on Behalf of the Master Servicer.............57
Section 3.06. Advance Facility...........................................58
ARTICLE IV THE CERTIFICATES..................................................59
Section 4.01. The Certificates...........................................59
Section 4.02. Denominations..............................................60
ARTICLE V MISCELLANEOUS PROVISIONS...........................................60
Section 5.01. Request for Opinions.......................................60
Section 5.02. Form of Certificates; Schedules and Exhibits;
Governing Law..............................................61
Section 5.03. Optional Termination.......................................61
Section 5.04. Master Servicer; Certificate Registrar, Paying Agent
and Calculation Agent......................................61
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Schedule I: The Mortgage Loans: A. Group I Mortgage Loans
B. Group II Mortgage Loans
Schedule II: Sales Agreement
Schedule III: Servicing Agreement
Schedule IV: Form of Subsequent Sales Agreement
Schedule V: Scheduled Notional Amounts
Exhibit AF: 1: Form of Class AF-1 Certificate
2: Form of Class AF-2 Certificate
3: Form of Class AF-3 Certificate
4: Form of Class AF-4 Certificate
5: Form of Class AF-5 Certificate
6: Form of Class AF-6 Certificate
Exhibit MF: 1: Form of Class MF-1 Certificate
2: Form of Class MF-2 Certificate
Exhibit BF: 1: Form of Class BF-1 Certificate
Exhibit AV: 1: Form of Class AV-1 Certificate
Exhibit MV: 1: Form of Class MV-1 Certificate
2: Form of Class MV-2 Certificate
Exhibit BV: 1: Form of Class BV-1 Certificate
Exhibit A-IO: 1: Form of Class A-IO Certificate
Exhibit P: 1: Form of Class P-1 Certificate
2: Form of Class P-2 Certificate
Exhibit C: Form of Class C Certificate
Exhibit R: Form of Class R Certificate
Exhibit I: Reportable Exceptions
Exhibit J: Form of Remittance Agency Agreement
Exhibit K: Form of Security Release Certification
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TRUST AGREEMENT
THIS TRUST AGREEMENT dated as of December 1, 2000 (this "Agreement"),
among SAXON ASSET SECURITIES COMPANY, a Virginia corporation (the "Depositor"),
SAXON MORTGAGE, INC., a Virginia corporation, as Master Servicer (the "Master
Servicer"), and BANKERS TRUST COMPANY, a New York corporation, as Trustee, under
this Agreement and the Standard Terms to Trust Agreement (February 2000 Edition)
(the "Standard Terms"), all the provisions of which, unless otherwise specified
herein, are incorporated herein and shall be a part of this Agreement as if set
forth herein in full (this Agreement with the Standard Terms so incorporated,
the "Trust Agreement").
PRELIMINARY STATEMENT
The Board of Directors of the Depositor has duly authorized
the formation of a trust (the "Trust") to issue a series of asset backed
certificates with an aggregate initial Certificate Principal Balance of
$460,000,100 to be known as the Saxon Asset Securities Trust 2000-4, Mortgage
Loan Asset Backed Certificates, Series 2000-4 (the "Certificates"). The
Certificates in the aggregate evidence the entire beneficial ownership in the
Trust. The Certificates consist of the following: the Class AF-1, Class AF-2,
Class AF-3, Class AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class
BF-1, Class AV-1, Class MV-1, Class MV-2, Class BV-1, Class A-IO, Class PF-1,
Class PV-1, Class C and Class R Certificates.
In accordance with Section 10.01 of the Standard Terms, the Trustee
will make elections to treat each of the segregated pools of assets described
below as a real estate mortgage investment conduit (each a "REMIC" or, in the
alternative, the POOLING REMIC, the SECOND-TIER REMIC, and the ISSUING REMIC).
The Certificates, other than the Class R Certificates, represent ownership of
the regular interests in the ISSUING REMIC for purposes of the REMIC Provisions.
The Class R Certificates represents ownership of the sole class of residual
interest in each of the POOLING REMIC, the SECOND-TIER REMIC, and the ISSUING
REMIC for purposes of the REMIC Provisions. The ISSUING REMIC shall hold as its
assets the several classes of uncertificated Lower Tier Interests in the
SECOND-TIER REMIC, other than the Class LT2-R Interest, and each such Lower Tier
Interest is hereby designated as a regular interest in the SECOND-TIER REMIC for
purposes of the REMIC Provisions. The SECOND-TIER REMIC shall hold as its assets
the several classes of uncertificated Lower Tier Interests in the POOLING REMIC,
other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby
designated as a regular interest in the POOLING REMIC. The POOLING REMIC shall
hold as its assets the property of the Trust Estate other than the Lower Tier
Interests in the POOLING REMIC and the SECOND-TIER REMIC, the Prefunding
Account, the Capitalized Interest Account, the Cap Agreement and the Group II
Reserve Fund. The startup day for each REMIC created hereby for purposes of the
REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC
Provisions, the latest possible maturity date for each regular interest in each
REMIC created hereby is the Distribution Date in January 2033.
POOLING REMIC
The following table sets forth (or describes) the class designation,
interest rate, and principal amount for each class of the POOLING REMIC Lower
Tier Interests.
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POOLING REMIC POOLING REMIC
LOWER TIER LOWER TIER INITIAL CLASS
CLASS DESIGNATION INTEREST RATE PRINCIPAL AMOUNT
----------------- ------------- ----------------
Class LT1F-1 (1) $127,300,050
Class LT1F-2 (1) 1,400,000
Class LT1F-3 (1) 2,500,000
Class LT1F-4 (1) 2,800,000
Class LT1F-5 (1) 2,800,000
Class LT1F-6 (1) 2,700,000
Class LT1F-7 (1) 2,500,000
Class LT1F-8 (1) 2,300,000
Class LT1F-9 (1) 4,700,000
Class LT1F-10 (1) 5,800,000
Class LT1F-11 (1) 2,200,000
Class LT1F-12 (1) 23,000,000
Class LT1V-1 (2) 256,000,050
Class LT1V-2 (2) 3,000,000
Class LT1V-3 (2) 2,000,000
Class LT1V-4 (2) 1,000,000
Class LT1V-5 (2) 1,000,000
Class LT1V-6 (2) 2,000,000
Class LT1V-7 (2) 15,000,000
Class LT1-R (3) (3)
(1) The interest rate with respect to any Distribution Date (and the
related Accrual Period) for these Interests is a per annum rate equal
to the weighted average of the Net Rates of the Mortgage Loans in Group
I as of the first day of the calendar month immediately preceding the
Distribution Date.
(2) The interest rate with respect to any Distribution Date (and the
related Accrual Period) for these Interests is a per annum rate equal
to the weighted average of the Net Rates of the Mortgage Loans in Group
II as of the first day of the calendar month immediately preceding the
Distribution Date, provided however, that for the first Distribution
Date (and the related Accrual Period) the interest rate shall be the
product of (a) the weighted average of the Net Rates of the Mortgage
Loans in Group II as of the Cut-Off Date and (b) a fraction, the
numerator of which is the actual number of days in the first Accrual
Period and the denominator of which is 30.
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(3) The Class LT1-R Interest is the sole class of residual interest in the
POOLING REMIC. It does not have an interest rate or a principal
balance.
On each Distribution Date, interest is payable on each POOLING REMIC
Lower Tier Regular Interest at the rate shown above.
On each Distribution Date, all collections and other recoveries
attributable to principal of the Mortgage Loans in Group I, and all Realized
Losses attributable to the Mortgage Loans in Group I, shall be allocated first
to the Class LT1F-1 Interest until its principal balance is reduced to zero, and
then to each of the remaining Lower Tier Interests in the POOLING REMIC having a
Class LT1F designation sequentially, in ascending numerical order, until the
principal balance of each such Lower Tier Interest is reduced to zero.
On each Distribution Date, all collections and other recoveries
attributable to principal of the Mortgage Loans in Group II, and all Realized
Losses attributable to the Mortgage Loans in Group II, shall be allocated first
to the Class LT1V-1 Interest until its principal balance is reduced to zero, and
then to each of the remaining Lower Tier Interests in the POOLING REMIC having a
Class LT1V designation sequentially, in ascending numerical order, until the
principal balance of each such Lower Tier Interest is reduced to zero.
For any Distribution Date, prepayment penalties received with respect
to the Mortgage Loans in Group I and Group II shall be allocated proportionally
among the Lower Tier Interests in the POOLING REMIC in accordance with their
relative principal balances immediately before such Distribution Date.
SECOND-TIER REMIC
The following table sets forth (or describes) the class designation,
interest rate, and principal amount for each class of the SECOND-TIER REMIC
Lower Tier Interests.
SECOND-TIER SECOND-TIER CORRESPONDING CLASS
REMIC LOWER TIER REMIC LOWER TIER INITIAL CLASS OF CERTIFICATES
CLASS DESIGNATION INTEREST RATE PRINCIPAL AMOUNT (OR COMPONENTS)
----------------- ------------- ---------------- ---------------
Class LT2-D (1) $90,000,025 N/A
Class LT2-AF-1 (1) 22,300,000 Class AF-1
Class LT2-AF-2 (1) 18,500,000 Class AF-2
Class LT2-AF-3 (1) 8,300,000 Class AF-3
Class LT2-AF-4 (1) 14,400,000 Class AF-4
Class LT2-AF-5 (1) 7,175,000 Class AF-5
Class LT2-AF-6 (1) 7,850,000 Class AF-6
Class LT2-MF-1 (1) 5,400,000 Class MF-1
Class LT2-MF-2 (1) 3,825,000 Class MF-2
Class LT2-BF-1 (1) 2,250,025 Class BF-1
Class LT2-IO-F1 (2) (2) A-IO-I
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SECOND-TIER SECOND-TIER CORRESPONDING CLASS
REMIC LOWER TIER REMIC LOWER TIER INITIAL CLASS OF CERTIFICATES
CLASS DESIGNATION INTEREST RATE PRINCIPAL AMOUNT (OR COMPONENTS)
----------------- ------------- ---------------- ---------------
Class LT2-IO-F2 (3) (3) A-IO-I
Class LT2-IO-F3 (4) (4) A-IO-I
Class LT2-IO-F4 (5) (5) A-IO-I
Class LT2-IO-F5 (6) (6) A-IO-I
Class LT2-IO-F6 (7) (7) A-IO-I
Class LT2-IO-F7 (8) (8) A-IO-I
Class LT2-IO-F8 (9) (9) A-IO-I
Class LT2-IO-F9 (10) (10) A-IO-I
Class LT2-IO-F10 (11) (11) A-IO-I
Class LT2-IO-F11 (12) (12) A-IO-I
Class LT2-Q (13) 140,000,025 N/A
Class LT2-AV-1 (13) 116,550,000 Class AV-1
Class LT2-MV-1 (13) 11,200,000 Class MV-1
Class LT2-MV-2 (13) 7,700,000 Class MV-2
Class LT2-BV-1 (13) 4,550,025 Class BV-1
Class LT2-IO-V1 (14) (14) A-IO-II
Class LT2-IO-V2 (15) (15) A-IO-II
Class LT2-IO-V3 (16) (16) A-IO-II
Class LT2-IO-V4 (17) (17) A-IO-II
Class LT2-IO-V5 (18) (18) A-IO-II
Class LT2-IO-V6 (19) (19) A-IO-II
Class LT2-R (20) (20)
(1) The interest rate with respect to any Distribution Date (and the
related Accrual Period) for these Interests is a per annum rate equal
to the Group I Net Rate.
(2) The Class LT2-IO F1 Interest has a notional principal balance of
$1,400,000 and, for each Distribution Date up to and including the
Distribution Date in March 2001, shall bear interest at a rate of 6.75%
and shall not bear interest thereafter.
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(3) The Class LT2-IO F2 Interest has a notional principal balance of
$2,500,000 and, for each Distribution Date up to and including the
Distribution Date in June 2001, shall bear interest at a rate of 6.75%
and shall not bear interest thereafter.
(4) The Class LT2-IO F3 Interest has a notional principal balance of
$2,800,000 and, for each Distribution Date up to and including the
Distribution Date in September 2001, shall bear interest at a rate of
6.75% and shall not bear interest thereafter.
(5) The Class LT2-IO F4 Interest has a notional principal balance of
$2,800,000 and, for each Distribution Date up to and including the
Distribution Date in December 2001, shall bear interest at a rate of
6.75% and shall not bear interest thereafter.
(6) The Class LT2-IO F5 Interest has a notional principal balance of
$2,700,000 and, for each Distribution Date up to and including the
Distribution Date in March 2002, shall bear interest at a rate of 6.75%
and shall not bear interest thereafter.
(7) The Class LT2-IO F6 Interest has a notional principal balance of
$2,500,000 and, for each Distribution Date up to and including the
Distribution Date in June 2002, shall bear interest at a rate of 6.75%
and shall not bear interest thereafter.
(8) The Class LT2-IO F7 Interest has a notional principal balance of
$2,300,000 and, for each Distribution Date up to and including the
Distribution Date in September 2002, shall bear interest at a rate of
6.75% and shall not bear interest thereafter.
(9) The Class LT2-IO F8 Interest has a notional principal balance of
$4,700,000 and, for each Distribution Date up to and including the
Distribution Date in December 2002, shall bear interest at a rate of
6.75% and shall not bear interest thereafter.
(10) The Class LT2-IO F9 Interest has a notional principal balance of
$5,800,000 and, for each Distribution Date up to and including the
Distribution Date in March 2003, shall bear interest at a rate of 6.75%
and shall not bear interest thereafter.
(11) The Class LT2-IO F10 Interest has a notional principal balance of
$2,200,000 and, for each Distribution Date up to and including the
Distribution Date in June 2003, shall bear interest at a rate of 6.75%
and shall not bear interest thereafter.
(12) The Class LT2-IO F11 Interest has a notional principal balance of
$23,000,000 and, for each Distribution Date up to and including the
Distribution Date in July 2003, shall bear interest at a rate of 6.75%
and shall not bear interest thereafter.
(13) The interest rate with respect to any Distribution Date (and the
related Accrual Period) for these Interests is a per annum rate equal
to the Group II Net Rate, provided however, that for the first
Distribution Date (and the related Accrual Period) the interest rate
shall be the product of (a) the Group II Net Rate and (b) a fraction,
the numerator of which is the actual number of days in the first
Accrual Period and the denominator of which is 30.
(14) The Class LT2-IO V1 Interest has a notional principal balance of
$3,000,000 and, for each Distribution Date up to and including the
Distribution Date in March 2001, shall bear interest at a rate of 6.75%
and shall not bear interest thereafter.
(15) The Class LT2-IO V2 Interest has a notional principal balance of
$2,000,000 and, for each Distribution Date up to and including the
Distribution Date in June 2001, shall bear interest at a rate of 6.75%
and shall not bear interest thereafter.
(16) The Class LT2-IO V3 Interest has a notional principal balance of
$1,000,000 and, for each Distribution Date up to and including the
Distribution Date in September 2001, shall bear interest at a rate of
6.75% and shall not bear interest thereafter.
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(17) The Class LT2-IO V4 Interest has a notional principal balance of
$1,000,000 and, for each Distribution Date up to and including the
Distribution Date in December 2001, shall bear interest at a rate of
6.75% and shall not bear interest thereafter.
(18) The Class LT2-IO V5 Interest has a notional principal balance of
$2,000,000 and, for each Distribution Date up to and including the
Distribution Date in March 2002, shall bear interest at a rate of 6.75%
and shall not bear interest thereafter.
(19) The Class LT2-IO V6 Interest has a notional principal balance of
$15,000,000 and, for each Distribution Date up to and including the
Distribution Date in July 2003, shall bear interest at a rate of 6.75%
and shall not bear interest thereafter.
(20) The Class LT2-R Interest is the sole class of residual interest in the
SECOND-TIER REMIC. It does not have an interest rate or a principal
balance.
On each Distribution Date (and the related Accrual Period), a portion
of the interest that accrues at the rate shown above on the Class LT2-D Interest
shall be deferred and added to the principal balance of the Class LT2-D
Interest. For any Distribution Date, the portion so deferred shall equal 50% of
the increase occurring on such Distribution Date in the Group I
Overcollateralization Amount. Interest so deferred shall be applied to make
principal payments on the other Lower Tier Interests in the SECOND-TIER REMIC.
On each Distribution Date (and the related Accrual Period), a portion
of the interest that accrues at the rate shown above on the Class LT2-Q Interest
shall be deferred and added to the principal balance of the Class LT2-Q
Interest. For any Distribution Date, the portion so deferred shall equal 50% of
the increase occurring on such Distribution Date in the Group II
Overcollateralization Amount. Interest so deferred shall be applied to make
principal payments on the other Lower Tier Interests in the SECOND-TIER REMIC.
On each Distribution Date the Group I Principal Funds, the Group II
Principal Funds, and any interest deferred on the Class LT2-D and Class LT2-Q
Interests, and any Realized Losses, shall be allocated among the Lower Tier
Interests in the SECOND-TIER REMIC in a manner such that immediately following
such Distribution Date:
(a) the principal balance of the Class LT2-AF-1 Interest equals
50% of the Class AF-1 Certificate Principal Balance;
(b) the principal balance of the Class LT2-AF-2 Interest equals
50% of the Class AF-2 Certificate Principal Balance;
(c) the principal balance of the Class LT2-AF-3 Interest equals
50% of the Class AF-3 Certificate Principal Balance;
(d) the principal balance of the Class LT2-AF-4 Interest equals
50% of the Class AF-4 Certificate Principal Balance;
(e) the principal balance of the Class LT2-AF-5 Interest equals
50% of the Class AF-5 Certificate Principal Balance;
(f) the principal balance of the Class LT2-AF-6 Interest equals
50% of the Class AF-6 Certificate Principal Balance;
(g) the principal balance of the Class LT2-MF-1 Interest equals
50% of the Class MF-1 Certificate Principal Balance;
(h) the principal balance of the Class LT2-MF-2 Interest equals
50% of the Class MF-2 Certificate Principal Balance;
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(i) the principal balance of the Class LT2-BF-1 Interest equals
50% of the sum of the Class BF-1 Certificate Principal Balance
and the Class PF-1 Certificate Principal Balance;
(j) the principal balance of the Class LT2-AV-1 Interest equals
50% of the Class AV-1 Certificate Principal Balance;
(k) the principal balance of the Class LT2-MV-1 Interest equals
50% of the Class MV-1 Certificate Principal Balance;
(l) the principal balance of the Class LT2-MV-2 Interest equals
50% of the Class MV-2 Certificate Principal Balance;
(m) the principal balance of the Class LT2-BV-1 Interest equals
50% of the sum of the Class BV-1 Certificate Principal Balance
and the Class PV-1 Certificate Principal Balance;
(n) the principal balance of the Class LT2-D Interest equals the
excess of the Assumed Principal Balance for Group I over the
sum of the balances of the Class LT2-AF-1, Class LT2-AF-2,
Class LT2-AF-3, Class LT2-AF-4, Class LT-2-AF-5, Class
LT2-AF-6, Class LT2-MF-1, Class LT2-MF-2 and Class LT2-BF-1
Interests; and
(o) the principal balance of the Class LT2-Q Interest equals the
excess of the Assumed Principal Balance for Group II over the
sum of the balances of the Class LT2-AV-1, Class LT2-MV-1,
Class LT2-MV-2 and Class LT2-BV-1 Interests.
For any Distribution Date, prepayment penalties received with respect
to the Mortgage Loans in Group I shall be allocated to the Class LT2-BF-1
Interest and prepayment penalties received with respect to the Mortgage Loans in
Group II shall be allocated to the Class LT2-BV-1 Interest.
ISSUING REMIC
The following table sets forth (or describes) the class designation,
interest rate, and principal amount for each class of the ISSUING REMIC Lower
Tier Interests.
ISSUING
REMIC CERTIFICATE ISSUING REMIC
(OR COMPONENT) CERTIFICATE INITIAL CLASS
CLASS DESIGNATION INTEREST RATE PRINCIPAL AMOUNT
----------------- ------------- ----------------
Class AF-1 (1) $44,600,000
Class AF-2 (2) 37,000,000
Class AF-3 (3) 16,600,000
Class AF-4 (4) 28,800,000
Class AF-5 (5) 14,350,000
Class AF-6 (6) 15,700,000
Class A-IO-I (7) (7)
Class MF-1 (8) 10,800,000
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ISSUING
REMIC CERTIFICATE ISSUING REMIC
(OR COMPONENT) CERTIFICATE INITIAL CLASS
CLASS DESIGNATION INTEREST RATE PRINCIPAL AMOUNT
----------------- ------------- ----------------
Class MF-2 (9) 7,650,000
Class BF-1 (10) 4,500,000
Class PF-1 0% 50
Class AV-1 (11) 233,100,000
Class A-IO-II (12) (12)
Class MV-1 (13) 22,400,000
Class MV-2 (14) 15,400,000
Class BV-1 (15) 9,100,000
Class PV-1 0% 50
Class C (16) (16)
Class R (17) (17)
(1) The Class AF-1 Pass-Through Rate.
(2) The Class AF-2 Pass Through Rate.
(3) The Class AF-3 Pass Through Rate.
(4) The Class AF-4 Pass Through Rate.
(5) The Class AF-5 Pass Through Rate.
(6) The Class AF-6 Pass Through Rate.
(7) The Class A-IO-I Component does not have a principal balance. For any
Distribution Date, the Class A-IO-I Component shall be entitled to all
interest payable for such date with respect to the Class LT2-IO-F1,
Class LT2-IO-F2, Class LT2-IO-F3, Class LT2-IO-F4, Class LT2-IO-F5,
Class LT2-IO-F6, Class LT2-IO-F7, Class LT2-IO-F8, Class LT2-IO-F9,
Class LT2-IO-F10 and Class LT2-IO-F11 Interests.
(8) The Class MF-1 Pass Through Rate.
(9) The Class MF-2 Pass Through Rate.
(10) The Class BF-1 Pass Through Rate.
(11) The Class AV-1 Pass-Through Rate.
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(12) The Class A-IO-II Component does not have a principal balance. For any
Distribution Date, the Class A-IO-II Component shall be entitled to all
interest payable for such date with respect to the Class LT2-IO-V1,
Class LT2-IO-V2, Class LT2-IO-V3, Class LT2-IO-V4, Class LT2-IO-V5 and
Class LT2-IO-V6 Interests.
(13) The Class MV-1 Pass-Through Rate.
(14) The Class MV-2 Pass-Through Rate.
(15) The Class BV-1 Pass-Through Rate.
(16) The Class C Certificate does not have a principal balance. For any
Distribution Date (and the related Accrual Period) the Class C
Certificate shall have a notional principal balance equal to the
Assumed Principal Balance of Group I, and shall accrue interest on such
notional principal balance at a rate equal to the excess of the Group I
Net Rate over the product of (a) 2, and (b) the Adjusted Group I Net
Rate. Interest that accrues on the Class C Certificate will be deferred
to the extent such interest is applied to increase the Group I
Overcollateralization Amount or the Group II Overcollateralization
Amount. Any interest so deferred shall not itself bear interest.
(17) The Class R Certificate evidences ownership of the Class LT1-R and
Class LT2-R Interests and also represents the sole class of residual
interest in the ISSUING REMIC. It does not have an interest rate or a
principal balance.
For any Distribution Date, interest, principal, prepayment premiums, and
realized losses shall be allocated among the Certificates ( and Components) in
the manner set out in Section 3.03.
NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations and warranties hereinafter set forth, the Depositor, the Master
Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. STANDARD TERMS; SECTION REFERENCES.
(a) (i) The Standard Terms prescribe the duties,
responsibilities and obligations of the Depositor, the Master Servicer and the
Trustee with respect to the Certificates. The Depositor, the Master Servicer and
the Trustee agree to observe and perform such duties, responsibilities and
obligations to the extent they are not inconsistent with the provisions of this
Agreement and acknowledge that, except to the extent inconsistent with the
provisions of this Agreement, the Standard Terms as of the Closing Date, as
modified by Sections 1.01 and 1.02 hereof, are and shall be a part of this
Agreement to the same extent as if set forth herein in full.
(ii) With respect to any inconsistency between the provisions
of Section 2.02(b)(A) through 2.02(b)(G) of the Standard Terms and the
provisions of Section 2.3 of the Standard Terms to Custody Agreement relating to
this Agreement, the provisions of the latter shall control.
(b) Unless otherwise specified herein, all references in this
Agreement to sections shall mean sections contained in this Agreement.
(c) Section 2.02(b)(v)(D) of the Standard Terms is amended to add
the following immediately after the words "that such copies bear a reproduction
of such signature or signatures":
", provided, however, that no original assignment shall be
required to be delivered hereunder with respect to any
Mortgage Loan that names the related Custodian as nominee for
Sellers or its affiliate as the originating lender named
therein, as mortgagee (or as beneficiary if the related
Security Instrument is a deed of trust or similar
instrument);"
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(d) Section 2.02(e) of the Standard Terms is amended to add the
following immediately after the words "possession of such assignment":
", provided, however, that no original assignment shall be
required to be delivered hereunder with respect to any
Mortgage Loan that names the related Servicer, Trustee or
Custodian as nominee for Seller or its affiliate as the
originating lender named therein, as mortgagee (or as
beneficiary if the related Security Instrument is a deed of
trust or similar instrument);"
(e) The definition of "Trustee Mortgage Loan File" in the Standard
Terms is amended to add immediately after the words "assignment submitted for
recordation" in subparagraph (c):
", provided, however, that no original assignment shall be
required to be delivered hereunder with respect to any
Mortgage Loan that names the related Servicer, Trustee or
Custodian as nominee for Seller or its affiliate as the
originating lender named therein, as mortgagee (or as
beneficiary if the related Security Instrument is a deed of
trust or similar instrument);"
SECTION 1.02. DEFINED TERMS.
Capitalized terms used but not defined in this Agreement shall have the
respective meanings assigned to them in Section 1.01 of the Standard Terms. In
addition, the following provisions shall govern the defined terms set forth
below for the Trust Agreement. If a term defined in the Standard Terms is also
defined herein, the definition herein shall control.
"ACCRUAL PERIOD": With respect to the Group I Certificates and the
Class A-IO Certificates and each Lower Tier Interest and any Distribution Date,
the calendar month immediately preceding such Distribution Date; a "calendar
month" shall be deemed to be 30 days. With respect to the Group II Certificates
and any Distribution Date, the period commencing on the immediately preceding
Distribution Date (or in the case of the first Distribution Date, the Closing
Date) and ending on the day immediately preceding the current Distribution Date.
All calculations of interest on the Group I Certificates and the Class A-IO
Certificates will be made on the basis of a 360-day year assumed to consist of
twelve 30-day months and all calculations of interest on the Group II
Certificates will be made on the basis of the actual number of days elapsed in
the related Accrual Period and a year of 360 days.
"ADJUSTED GROUP I NET RATE": For any Distribution Date (and the related
Accrual Period), the weighted average of the interest rates on the Class LT2-D,
Class LT2-AF-1, Class LT2-AF-2, Class LT2-AF-3, Class LT2-AF-4, Class LT2-AF-5,
Class LT2-AF-6, Class LT2-MF-1, Class LT2-MF-2 and Class LT2-BF-1 Interests
computed for this purpose by limiting the interest rate payable on the Class
LT2-D Interest at zero and the rate payable on each of the other above-listed
Lower Tier Interests in the SECOND-TIER REMIC to a rate that corresponds to the
rate payable for such Distribution Date on the Corresponding Class of
Certificates.
"A-IO-I ADJUSTED RATE": As of any Distribution Date, the per annum rate
equal to the product of the Class A-IO Pass Through Rate and a fraction, the
numerator of which is the Class A-IO-I Component Notional Principal Balance for
such Distribution Date, and the denominator of which is the Assumed Principal
Balance of the Mortgage Loans in Group I (before giving effect to any
distributions on such Distribution Date).
"A-IO-II ADJUSTED RATE": As of any Distribution Date, the per annum
rate equal to the product of the Class A-IO Pass Through Rate and a fraction,
the numerator of which is the Class A-IO-II Component Notional Principal Balance
for such Distribution Date, and the denominator of which is the Assumed
Principal Balance of the Mortgage Loans in Group II (before giving effect to any
distributions on such Distribution Date).
"ASSUMED INVESTMENT RATE": 4.50% per annum.
"ASSUMED PRINCIPAL BALANCE": As of any Distribution Date and for each
group of Mortgage Loans, the sum of:
(i) the aggregate Scheduled Principal Balances of the related
Mortgage Loans as of such Distribution Date, plus
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<PAGE>
(ii) the aggregate amount on deposit in the Pre-Funding Account
(less all amounts representing investment earnings thereon).
"BOOK-ENTRY CERTIFICATES": The Class AF-1, Class AF-2, Class AF-3,
Class AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class BF-1, Class
AV-1, Class MV-1, Class MV-2, Class BV-1 and Class A-IO Certificates except to
the extent provided in Section 5.03 of the Standard Terms.
"CALCULATION AGENT": Bankers Trust Company, a New York corporation, and
its successors and assigns in such capacity.
"CAP AGREEMENT": The interest rate cap agreement consisting of the ISDA
Master Agreement and the Schedule and Confirmation thereto, each dated as of
December 20, 2000 between the Trustee, on behalf of the Trust, and the Cap
Provider, as such agreement may be amended and supplemented in accordance with
its terms and any replacement interest rate cap agreement acceptable to the
Trustee.
"CAP DEFAULT": An event of default under the Cap Agreement.
"CAP PROVIDER": Bank of America, N.A. and any successor thereto under
the Cap Agreement.
"CAPITALIZED INTEREST ACCOUNT": The account created and maintained with
the Paying Agent by the Trust pursuant to Section 2.03.
"CAPITALIZED INTEREST REQUIREMENT": As to any Distribution Date to and
including the Distribution Date immediately following the end of the Funding
Period, the sum of:
(i) the product of (x) the excess of the Group I Pre-Funded Amount
on the Closing Date over the Principal Balance of any Group I
Subsequent Mortgage Loan transferred to the Trust prior to
such Distribution Date if such loan has a monthly payment that
will be included in the amounts distributed for such
Distribution Date, and (y) the weighted average of the Net
Rates for the Mortgage Loans in Group I, and
(ii) the product of (x) the excess of the Group II Pre-Funded
Amount on the Closing Date over the Principal Balance of any
Group II Subsequent Mortgage Loan transferred to the Trust
prior to such Distribution Date if such loan has a monthly
payment that will be included in the amounts distributed for
such Distribution Date, (y) the weighted average of the Net
Rates for the Mortgage Loans in Group II, and (z) solely with
respect to the first Distribution Date, a fraction, the
numerator of which is the actual number of days in the Accrual
Period for the Group II Certificates and the denominator of
which is 30.
"CERTIFICATE": Any of the Class AF-1, Class AF-2, Class AF-3, Class
AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class BF-1, Class AV-1,
Class MV-1, Class MV-2, Class BV-1, Class A-IO, Class PF-1, Class PV-1, Class C
and Class R Certificates.
"CERTIFICATE REGISTRAR": Bankers Trust Company, a New York corporation,
and its successors and assigns in such capacity.
"CERTIFICATE DEFINITIONS":
"GROUP I CERTIFICATES"
"CLASS AF-1 CERTIFICATE": Any Certificate designated as a
"Class AF-1 Certificate" on the face thereof, in the form of Exhibit AF-1
hereto, representing the right to distributions as set forth herein.
"CLASS AF-1 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class AF-1 Certificates.
11
<PAGE>
"CLASS AF-1 CERTIFICATES CARRYOVER": On any Distribution Date,
the sum of,
(i) if the Class AF-1 Pass-Through Rate for such
Distribution Date is based on the Group I Net Rate,
the excess of (A) the amount of interest the Class
AF-1 Certificates would have been entitled to receive
on such Distribution Date had the interest rate on
the Class AF-1 Certificates for such date been
calculated without regard to the Group I Net Rate,
over (B) the amount of interest payable on such Class
AF-1 Certificates on such date based on the Group I
Net Rate; and
(ii) the excess of the amount described in clause (i)(A)
over the amount described in clause (i)(B) above for
all prior Distribution Dates, together with interest
thereon at the Class AF-1 Pass Through Rate
(determined without regard to the Group I Net Rate).
"CLASS AF-1 CURRENT INTEREST": With respect to any
Distribution Date, the interest accrued on the Class AF-1 Certificate Principal
Balance immediately prior to such Distribution Date during the related Accrual
Period at the Class AF-1 Pass-Through Rate plus any amount previously
distributed with respect to interest for Class AF-1 that is recovered during the
related Accrual Period as a voidable preference by a trustee in bankruptcy
pursuant to a final non-appealable order.
"CLASS AF-1 INTEREST CARRY FORWARD AMOUNT": With respect to
each Distribution Date, the sum of:
(i) the excess of:
(A) Class AF-1 Current Interest with respect to
prior Distribution Dates over
(B) the amount actually distributed to Class
AF-1 with respect to interest (other than in
respect of Class AF-1 Certificates
Carryover) on such prior Distribution Dates
and
(ii) interest thereon at the Class AF-1 Pass-Through Rate
for the related Accrual Period.
"CLASS AF-1 PASS-THROUGH RATE": With respect to any
Distribution Date, the lesser of :
(x) 7.07% per annum and
(y) Group I Net Rate for such Distribution Date.
"CLASS AF-2 CERTIFICATE": Any Certificate designated as a
"Class AF-2 Certificate" on the face thereof, in the form of Exhibit AF-2
hereto, representing the right to distributions as set forth herein.
"CLASS AF-2 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class AF-2 Certificates.
"CLASS AF-2 CERTIFICATES CARRYOVER": On any Distribution Date,
the sum of,
(i) if the Class AF-2 Pass-Through Rate for such
Distribution Date is based on the Group I Net Rate,
the excess of (A) the amount of interest the Class
AF-2 Certificates would have been entitled to receive
on such Distribution Date had the interest rate on
the Class AF-2 Certificates for such date been
calculated without regard to the Group I Net Rate,
over (B) the amount of interest payable on such Class
AF-2 Certificates on such date based on the Group I
Net Rate; and
(ii) the excess of the amount described in clause (i)(A)
over the amount described in clause (i)(B) above for
all prior Distribution Dates, together with interest
thereon at the Class AF-2 Pass Through Rate
(determined without regard to the Group I Net Rate).
12
<PAGE>
"CLASS AF-2 CURRENT INTEREST": With respect to any
Distribution Date, the interest accrued on the Class AF-2 Certificate Principal
Balance immediately prior to such Distribution Date during the related Accrual
Period at the Class AF-2 Pass-Through Rate plus any amount previously
distributed with respect to interest for Class AF-2 that is recovered during the
related Accrual Period as a voidable preference by a trustee in bankruptcy
pursuant to a final non-appealable order.
"CLASS AF-2 INTEREST CARRY FORWARD AMOUNT": With respect to
each Distribution Date, the sum of:
(i) the excess of :
(A) Class AF-2 Current Interest with respect to
prior Distribution Dates over
(B) the amount actually distributed to Class
AF-2 with respect to interest (other than in
respect of Class AF-2 Certificates
Carryover) on such prior Distribution Dates
and
(ii) interest thereon at the Class AF-2 Pass-Through Rate
for the related Accrual Period.
"CLASS AF-2 PASS-THROUGH RATE": With respect to each
Distribution Date, the lesser of :
(x) 6.72% per annum and
(y) the Group I Net Rate for such Distribution
Date.
"CLASS AF-3 CERTIFICATE": Any Certificate designated as a
"Class AF-3 Certificate" on the face thereof, in the form of Exhibit AF-3
hereto, representing the right to distributions as set forth herein.
"CLASS AF-3 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class AF-3 Certificates.
"CLASS AF-3 CERTIFICATES CARRYOVER": On any Distribution Date,
the sum of,
(i) if the Class AF-3 Pass-Through Rate for such
Distribution Date is based on the Group I Net Rate,
the excess of (A) the amount of interest the Class
AF-3 Certificates would have been entitled to receive
on such Distribution Date had the interest rate on
the Class AF-3 Certificates for such date been
calculated without regard to the Group I Net Rate,
over (B) the amount of interest payable on such Class
AF-3 Certificates on such date based on the Group I
Net Rate; and
(ii) the excess of the amount described in clause (i)(A)
over the amount described in clause (i)(B) above for
all prior Distribution Dates, together with interest
thereon at the Class AF-3 Pass Through Rate
(determined without regard to the Group I Net Rate).
"CLASS AF-3 CURRENT INTEREST": With respect to any
Distribution Date, the interest accrued on the Class AF-3 Certificate Principal
Balance immediately prior to such Distribution Date during the related Accrual
Period at the Class AF-3 Pass-Through Rate plus any amount previously
distributed with respect to interest for Class AF-3 that is recovered during the
related Accrual Period as a voidable preference by a trustee in bankruptcy
pursuant to a final non-appealable order.
"CLASS AF-3 INTEREST CARRY FORWARD AMOUNT": With respect to
each Distribution Date, the sum of:
(i) the excess of:
(A) Class AF-3 Current Interest with respect to
prior Distribution Dates over
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<PAGE>
(B) the amount actually distributed to Class
AF-3 with respect to interest (other than in
respect of Class AF-3 Certificates
Carryover) on such prior Distribution Dates
and
(ii) interest thereon at the Class AF-3 Pass-Through Rate
for the related Accrual Period.
"CLASS AF-3 PASS-THROUGH RATE": With respect to each
Distribution Date, the lesser of :
(x) 6.78% per annum and
(y) the Group I Net Rate for such Distribution
Date.
"CLASS AF-4 CERTIFICATE": Any Certificate designated as a
"Class AF-4 Certificate" on the face thereof, in the form of Exhibit AF-4
hereto, representing the right to distributions as set forth herein.
"CLASS AF-4 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class AF-4 Certificates.
"CLASS AF-4 CERTIFICATES CARRYOVER": On any Distribution Date,
the sum of,
(i) if the Class AF-4 Pass-Through Rate for such
Distribution Date is based on the Group I Net Rate,
the excess of (A) the amount of interest the Class
AF-4 Certificates would have been entitled to receive
on such Distribution Date had the interest rate on
the Class AF-4 Certificates for such date been
calculated without regard to the Group I Net Rate,
over (B) the amount of interest payable on such Class
AF-4 Certificates on such date based on the Group I
Net Rate; and
(ii) the excess of the amount described in clause (i)(A)
over the amount described in clause (i)(B) above for
all prior Distribution Dates, together with interest
thereon at the Class AF-4 Pass Through Rate
(determined without regard to the Group I Net Rate).
"CLASS AF-4 CURRENT INTEREST": With respect to any
Distribution Date, the interest accrued on the Class AF-4 Certificate Principal
Balance immediately prior to such Distribution Date during the related Accrual
Period at the Class AF-4 Pass-Through Rate plus any amount previously
distributed with respect to interest for Class AF-4 that is recovered during the
related Accrual Period as a voidable preference by a trustee in bankruptcy
pursuant to a final non-appealable order.
"CLASS AF-4 INTEREST CARRY FORWARD AMOUNT": With respect to
each Distribution Date, the sum of:
(i) the excess of:
(A) Class AF-4 Current Interest with respect to
prior Distribution Dates over
(B) the amount actually distributed to Class
AF-4 with respect to interest (other than in
respect of Class AF-4 Certificates
Carryover) on such prior Distribution Dates
and
(ii) interest thereon at the Class AF-4 Pass-Through Rate
for the related Accrual Period.
"CLASS AF-4 PASS-THROUGH RATE": With respect to each
Distribution Date, the lesser of :
(x) 7.03% per annum and
(y) the Group I Net Rate for such Distribution
Date.
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<PAGE>
"CLASS AF-5 CERTIFICATE": Any Certificate designated as a
"Class AF-5 Certificate" on the face thereof, in the form of Exhibit AF-5
hereto, representing the right to distributions as set forth herein.
"CLASS AF-5 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class AF-5 Certificates.
"CLASS AF-5 CERTIFICATES CARRYOVER": On any Distribution Date,
the sum of,
(i) if the Class AF-5 Pass-Through Rate for such
Distribution Date is based on the Group I Net Rate,
the excess of (A) the amount of interest the Class
AF-5 Certificates would have been entitled to receive
on such Distribution Date had the interest rate on
the Class AF-5 Certificates for such date been
calculated without regard to the Group I Net Rate,
over (B) the amount of interest payable on such Class
AF-5 Certificates on such date based on the Group I
Net Rate; and
(ii) the excess of the amount described in clause (i)(A)
over the amount described in clause (i)(B) above for
all prior Distribution Dates, together with interest
thereon at the Class AF-5 Pass Through Rate
(determined without regard to the Group I Net Rate).
"CLASS AF-5 CURRENT INTEREST": With respect to any
Distribution Date, the interest accrued on the Class AF-5 Certificate Principal
Balance immediately prior to such Distribution Date during the related Accrual
Period at the Class AF-5 Pass-Through Rate plus any amount previously
distributed with respect to interest for Class AF-5 that is recovered during the
related Accrual Period as a voidable preference by a trustee in bankruptcy
pursuant to a final non-appealable order.
"CLASS AF-5 INTEREST CARRY FORWARD AMOUNT": With respect to
each Distribution Date, the sum of:
(i) the excess of:
(A) Class AF-5 Current Interest with respect to
prior Distribution Dates over
(B) the amount actually distributed to Class
AF-5 with respect to interest (other than in
respect of Class AF-5 Certificates
Carryover) on such prior Distribution Dates
and
(ii) interest thereon at the Class AF-5 Pass-Through Rate
for the related Accrual Period.
"CLASS AF-5 PASS-THROUGH RATE": With respect to each
Distribution Date, the lesser of :
(x) 7.34% per annum plus, after the Initial
Optional Termination Date, 0.50% and
(y) the Group I Net Rate for such Distribution
Date.
"CLASS AF-6 CERTIFICATE": Any Certificate designated as a
"Class AF-6 Certificate" on the face thereof, in the form of Exhibit AF-6
hereto, representing the right to distributions as set forth herein.
"CLASS AF-6 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class AF-6 Certificates.
"CLASS AF-6 CERTIFICATES CARRYOVER": On any Distribution Date,
the sum of,
(i) if the Class AF-6 Pass-Through Rate for such
Distribution Date is based on the Group I
Net Rate, the excess of (A) the amount of
interest the Class AF-6 Certificates would
have been entitled to receive on such
Distribution Date had the interest rate on
the Class AF-6 Certificates for such date
been calculated without regard to the Group
I Net Rate, over (B) the amount of interest
payable on such Class AF-6 Certificates on
such date based on the Group I Net Rate; and
15
<PAGE>
(ii) the excess of the amount described in clause
(i)(A) over the amount described in clause
(i)(B) above for all prior Distribution
Dates, together with interest thereon at the
Class AF-6 Pass Through Rate (determined
without regard to the Group I Net Rate).
"CLASS AF-6 CURRENT INTEREST": With respect to any
Distribution Date, the interest accrued on the Class AF-6 Certificate Principal
Balance immediately prior to such Distribution Date during the related Accrual
Period at the Class AF-6 Pass-Through Rate plus any amount previously
distributed with respect to interest for Class AF-6 that is recovered during the
related Accrual Period as a voidable preference by a trustee in bankruptcy
pursuant to a final non-appealable order.
"CLASS AF-6 INTEREST CARRY FORWARD AMOUNT": With respect to
each Distribution Date, the sum of:
(i) the excess of:
(A) Class AF-6 Current Interest with respect to
prior Distribution Dates over
(B) the amount actually distributed to Class
AF-6 with respect to interest (other than in
respect of Class AF-6 Certificates
Carryover) on such prior Distribution Dates
and
(ii) interest thereon at the Class AF-6 Pass-Through Rate
for the related Accrual Period.
"CLASS AF-6 PASS-THROUGH RATE": With respect to each
Distribution Date, the lesser of :
(x) 6.92% per annum and
(y) the Group I Net Rate for such Distribution
Date.
"CLASS AF-6 PRINCIPAL DISTRIBUTION AMOUNT": With respect to
any Distribution Date, the lesser of (x) the product of :
(i) a fraction the numerator of which is the Class AF-6
Certificate Principal Balance and the denominator of
which is the Group I Class A Certificate Principal
Balance, in each case immediately prior to such
Distribution Date,
(ii) the Group I Class A Principal Distribution Amount for
such Distribution Date and
(iii) the applicable percentage for such Distribution Date
set forth below:
DISTRIBUTION DATE PERCENTAGE
----------------- ----------
January 2001 - December 2003 0%
January 2004 - December 2005 45%
January 2006 - December 2006 80%
January 2007 - December 2007 100%
January 2008 and thereafter 300%
and (y) the Group I Class A Principal Distribution Amount.
16
<PAGE>
"CLASS MF-1 APPLIED REALIZED LOSS AMOUNT": As to any
Distribution Date, the sum of the Realized Losses with respect to Group I which
have been applied in reduction of the Certificate Principal Balance of the Class
MF-1 Certificates pursuant to Section 3.03(m)(iii) hereof.
"CLASS MF-1 CERTIFICATE": Any Certificate designated as a
"Class MF-1 Certificate" on the face thereof, in the form of Exhibit MF-1
hereto, representing the right to distributions as set forth herein.
"CLASS MF-1 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class MF-1 Certificates less any Class MF-1 Applied
Realized Loss Amount.
"CLASS MF-1 CERTIFICATES CARRYOVER": On any Distribution Date,
the sum of,
(i) if the Class MF-1 Pass-Through Rate for such
Distribution Date is based on the Group I Net Rate,
the excess of (A) the amount of interest the Class
MF-1 Certificates would have been entitled to receive
on such Distribution Date had the interest rate on
the Class MF-1 Certificates for such date been
calculated without regard to the Group I Net Rate,
over (B) the amount of interest payable on such Class
MF-1 Certificates on such date based on the Group I
Net Rate; and
(ii) the excess of the amount described in clause (i)(A)
over the amount described in clause (i)(B) above for
all prior Distribution Dates, together with interest
thereon at the Class MF-1 Pass Through Rate
(determined without regard to the Group I Net Rate).
"CLASS MF-1 CURRENT INTEREST": With respect to any
Distribution Date, the interest accrued on the Class MF-1 Certificate Principal
Balance immediately prior to such Distribution Date during the related Accrual
Period at the Class MF-1 Pass-Through Rate plus any amount previously
distributed with respect to interest for Class MF-1 that is recovered during the
related Accrual Period as a voidable preference by a trustee in bankruptcy
pursuant to a final non-appealable order.
"CLASS MF-1 INTEREST CARRY FORWARD AMOUNT": With respect to
each Distribution Date, the sum of:
(i) the excess of
(A) Class MF-1 Current Interest with respect to
prior Distribution Dates over
(B) the amount actually distributed to Class
MF-1 with respect to interest (other than in
respect of Class MF-1 Certificates
Carryover) on such prior Distribution Dates
and
(ii) interest thereon at the Class MF-1 Pass-Through Rate
for the related Accrual Period.
"CLASS MF-1 PASS-THROUGH RATE": With respect to each
Distribution Date, the lesser of
(x) 7.63% per annum plus, after the Initial
Optional Termination Date, 0.50% and
(y) the Group I Net Rate for such Distribution
Date.
"CLASS MF-1 UNPAID REALIZED LOSS AMOUNT": As to any
Distribution Date, the excess of:
(i) the Class MF-1 Applied Realized Loss Amount over
(ii) the sum of all distributions in reduction of the
Class MF-1 Applied Realized Loss Amount on all
previous Distribution Dates pursuant to Section
3.03(g)(iii) hereof.
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<PAGE>
"CLASS MF-2 APPLIED REALIZED LOSS AMOUNT": As to any
Distribution Date, the sum of the Realized Losses with respect to Group I which
have been applied in reduction of the Certificate Principal Balance of the Class
MF-2 Certificates pursuant to Section 3.03(m)(ii) hereof.
"CLASS MF-2 CERTIFICATE": Any Certificate designated as a
"Class MF-2 Certificate" on the face thereof, in the form of Exhibit MF-2
hereto, representing the right to distributions as set forth herein.
"CLASS MF-2 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class MF-2 Certificates less any Class MF-2 Applied
Realized Loss Amount.
"CLASS MF-2 CERTIFICATES CARRYOVER": On any Distribution Date,
the sum of,
(i) if the Class MF-2 Pass-Through Rate for such
Distribution Date is based on the Group I Net Rate,
the excess of (A) the amount of interest the Class
MF-2 Certificates would have been entitled to receive
on such Distribution Date had the interest rate on
the Class MF-2 Certificates for such date been
calculated without regard to the Group I Net Rate,
over (B) the amount of interest payable on such Class
MF-2 Certificates on such date based on the Group I
Net Rate; and
(ii) the excess of the amount described in clause (i)(A)
over the amount described in clause (i)(B) above for
all prior Distribution Dates, together with interest
thereon at the Class MF-2 Pass Through Rate
(determined without regard to the Group I Net Rate).
"CLASS MF-2 CURRENT INTEREST": With respect to any
Distribution Date, the interest accrued on the Class MF-2 Certificate Principal
Balance immediately prior to such Distribution Date during the related Accrual
Period at the Class MF-2 Pass-Through Rate plus any amount previously
distributed with respect to interest for Class MF-2 that is recovered during the
related Accrual Period as a voidable preference by a trustee in bankruptcy
pursuant to a final non-appealable order.
"CLASS MF-2 INTEREST CARRY FORWARD AMOUNT": With respect to
each Distribution Date, the sum of:
(i) the excess of:
(A) Class MF-2 Current Interest with respect to
prior Distribution Dates over
(B) the amount actually distributed to Class
MF-2 with respect to interest (other than in
respect of Class MF-2 Certificates
Carryover) on such prior Distribution Dates
and
(ii) interest thereon at the Class MF-2 Pass-Through Rate
for the related Accrual Period.
"CLASS MF-2 PASS-THROUGH RATE": With respect to each
Distribution Date, the lesser of :
(x) 8.08% per annum plus, after the Initial
Optional Termination Date, 0.50% and
(y) the Group I Net Rate for such Distribution
Date.
"CLASS MF-2 UNPAID REALIZED LOSS AMOUNT": As to any
Distribution Date, the excess of:
(i) the Class MF-2 Applied Realized Loss Amount over
(ii) the sum of all distributions in reduction of the
Class MF-2 Applied Realized Loss Amount on all
previous Distribution Dates pursuant to Section
3.03(g)(v) hereof.
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<PAGE>
"CLASS BF-1 APPLIED REALIZED LOSS AMOUNT": As to any
Distribution Date, the sum of the Realized Losses with respect to Group I which
have been applied in reduction of the Certificate Principal Balance of the Class
BF-1 Certificates pursuant to Section 3.03(m)(i) hereof.
"CLASS BF-1 CERTIFICATE": Any Certificate designated as a
"Class BF-1 Certificate" on the face thereof, in the form of Exhibit BF-1
hereto, representing the right to distributions as set forth herein.
"CLASS BF-1 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class BF-1 Certificates less any Class BF-1 Applied
Realized Loss Amount.
"CLASS BF-1 CERTIFICATES CARRYOVER": On any Distribution Date,
the sum of,
(i) if the Class BF-1 Pass-Through Rate for such
Distribution Date is based on the Group I Net Rate,
the excess of (A) the amount of interest the Class
BF-1 Certificates would have been entitled to receive
on such Distribution Date had the interest rate on
the Class BF-1 Certificates for such date been
calculated without regard to the Group I Net Rate,
over (B) the amount of interest payable on such Class
BF-1 Certificates on such date based on the Group I
Net Rate; and
(ii) the excess of the amount described in clause (i)(A)
over the amount described in clause (i)(B) above for
all prior Distribution Dates, together with interest
thereon at the Class BF-1 Pass Through Rate
(determined without regard to the Group I Net Rate).
"CLASS BF-1 CURRENT INTEREST": With respect to any
Distribution Date, the interest accrued on the Class BF-1 Certificate Principal
Balance immediately prior to such Distribution Date during the related Accrual
Period at the Class BF-1 Pass-Through Rate plus any amount previously
distributed with respect to interest for Class BF-1 that is recovered during the
related Accrual Period as a voidable preference by a trustee in bankruptcy
pursuant to a final non-appealable order.
"CLASS BF-1 INTEREST CARRY FORWARD AMOUNT": With respect to
each Distribution Date, the sum of:
(i) the excess of:
(A) Class BF-1 Current Interest with respect to
prior Distribution Dates over
(B) the amount actually distributed to Class
BF-1 with respect (other than in respect of
Class BF-1 Certificates Carryover) to
interest on such prior Distribution Dates
and
(ii) interest thereon at the Class BF-1 Pass-Through Rate
for the related Accrual Period.
"CLASS BF-1 PASS-THROUGH RATE": With respect to each
Distribution Date, the lesser of :
(x) 8.61% per annum and
(y) the Group I Net Rate for such Distribution
Date.
"CLASS BF-1 UNPAID REALIZED LOSS AMOUNT": As to any
Distribution Date, the excess of:
(i) the Class BF-1 Applied Realized Loss Amount over
(ii) the sum of all distributions in reduction of the
Class BF-1 Applied Realized Loss Amount on all
previous Distribution Dates pursuant to Section
3.03(g)(vii) hereof.
"CLASS PF-1 CERTIFICATE": Any Certificate designated as a
"Class PF-1 Certificate" on the face thereof, in the form of Exhibit PF-1
hereto, representing the right to distributions as set forth herein.
19
<PAGE>
"CLASS PF-1 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class PF-1 Certificates, which is initially $50.
"CLASS PF-1 PREPAYMENT AMOUNT": As to each Distribution Date,
the excess, if any, of Prepayment Penalties collected with respect to the
Mortgage Loans in Group I during the related Due Period over the Group I Pledged
Prepayment Penalties for such Distribution Date.
"GROUP II CERTIFICATES"
"CLASS AV-1 CERTIFICATE": Any Certificate designated as a
"Class AV-1 Certificate" on the face thereof, in the form of Exhibit AV-1
hereto, representing the right to distributions as set forth herein.
"CLASS AV-1 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class AV-1 Certificates.
"CLASS AV-1 CERTIFICATES CARRYOVER": On any Distribution Date,
the sum of,
(i) if the Class AV-1 Pass-Through Rate for such
Distribution Date is based on the Group II Available
Funds Cap, the excess of (A) the amount of interest
the Class AV-1 Certificates would have been entitled
to receive on such Distribution Date had the interest
rate on the Class AV-1 Certificates for such date
been calculated without regard to the Group II
Available Funds Cap, but in no event greater than the
Group II Maximum Cap, over (B) the amount of interest
payable on such Class AV-1 Certificates on such date
based on the Group II Available Funds Cap, and
(ii) the excess of the amount described in clause (i)(A)
over the amount described in clause (i)(B) above for
all prior Distribution Dates, together with interest
thereon at the Class AV-1 Pass Through Rate
(determined without regard to the Group II Available
Funds Cap).
"CLASS AV-1 CURRENT INTEREST": With respect to any
Distribution Date, the interest accrued on the Class AV-1 Certificate Principal
Balance immediately prior to such Distribution Date during the related Accrual
Period at the Class AV-1 Pass Through Rate plus any amount previously
distributed with respect to interest for Class AV-1 that is recovered during the
related Accrual Period as a voidable preference by a trustee in bankruptcy
pursuant to a final, nonappealable order.
"CLASS AV-1 INTEREST CARRY FORWARD AMOUNT": With respect to
any Distribution Date, the sum of:
(i) the excess of:
(A) Class AV-1 Current Interest with respect to
prior Distribution Dates over
(B) the amount actually distributed to Class
AV-1 with respect to interest (other than in
respect of Class AV-1 Certificate Carryover)
on such prior Distribution Dates and
(ii) interest on such excess at the Class AV-1
Pass-Through Rate for the related Accrual Period.
"CLASS AV-1 PASS-THROUGH RATE": With respect to any
Distribution Date, the lesser of :
(x) One Month LIBOR plus, in the case of any
Distribution Date on or prior to the Initial
Optional Termination Date, 0.24% per annum,
or in the case of any Distribution Date that
occurs after the Initial Optional
Termination Date, plus 0.48% per annum, and
20
<PAGE>
(y) the Group II Available Funds Cap for such
Distribution Date.
"CLASS MV-1 APPLIED REALIZED LOSS AMOUNT": As to any
Distribution Date, the sum of the Realized Losses with respect to Group II which
have been applied in reduction of the Certificate Principal Balance of the Class
MV-1 Certificates pursuant to Section 3.03(n)(iii) hereof.
"CLASS MV-1 CERTIFICATE": Any Certificate designated as a
"Class MV-1 Certificate" on the face thereof, in the form of Exhibit MV-1
hereto, representing the right to distributions as set forth herein.
"CLASS MV-1 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class MV-1 Certificates less any Class MV-1 Applied
Realized Loss Amount.
"CLASS MV-1 CERTIFICATES CARRYOVER": On any Distribution Date,
the sum of,
(i) if the Class MV-1 Pass-Through Rate for such
Distribution Date is based on the Group II Available
Funds Cap, the excess of (A) the amount of interest
the Class MV-1 Certificates would have been entitled
to receive on such Distribution Date had the interest
rate on the Class MV-1 Certificates for such date
been calculated without regard to the Group II
Available Funds Cap, but in no event greater than the
Group II Maximum Cap, over (B) the amount of interest
payable on such Class MV-1 Certificates on such date
based on the Group II Available Funds Cap, and
(ii) the excess of the amount described in clause (i)(A)
over the amount described in clause (i)(B) above for
all prior Distribution Dates, together with interest
thereon at the Class MV-1 Pass Through Rate
(determined without regard to the Group II Available
Funds Cap).
"CLASS MV-1 CURRENT INTEREST": With respect to any
Distribution Date, the interest accrued on the Class MV-1 Certificate Principal
Balance immediately prior to such Distribution Date during the related Accrual
Period at the Class MV-1 Pass Through Rate plus any amount previously
distributed with respect to interest for Class MV-1 that is recovered during the
related Accrual Period as a voidable preference by a trustee in bankruptcy
pursuant to a final, nonappealable order.
"CLASS MV-1 INTEREST CARRY FORWARD AMOUNT": With respect to
any Distribution Date, the sum of:
(i) the excess of:
(A) Class MV-1 Current Interest with respect to
prior Distribution Dates over
(B) the amount actually distributed to Class
MV-1 with respect to interest (other than in
respect of Class MV-1 Certificate Carryover)
on such prior Distribution Dates and
(ii) interest on such excess at the Class MV-1
Pass-Through Rate for the related Accrual Period.
"CLASS MV-1 PASS-THROUGH RATE": With respect to any
Distribution Date, the lesser of :
(x) One Month LIBOR plus, in the case of any
Distribution Date on or prior to the Initial
Optional Termination Date, 0.62% per annum,
or in the case of any Distribution Date that
occurs after the Initial Optional
Termination Date, plus 0.93% per annum, and
(y) the Group II Available Funds Cap for such
Distribution Date.
"CLASS MV-1 UNPAID REALIZED LOSS AMOUNT": As to any
Distribution Date, the excess of:
21
<PAGE>
(i) the Class MV-1 Applied Realized Loss Amount over
(ii) the sum of all distributions in reduction of the
Class MV-1 Applied Realized Loss Amount on all
previous Distribution Dates pursuant to Section
3.03(h)(iii) hereof.
"CLASS MV-2 APPLIED REALIZED LOSS AMOUNT": As to any
Distribution Date, the sum of the Realized Losses with respect to Group II which
have been applied in reduction of the Certificate Principal Balance of the Class
MV-2 Certificates pursuant to Section 3.03(n)(ii) hereof.
"CLASS MV-2 CERTIFICATE": Any Certificate designated as a
"Class MV-2 Certificate" on the face thereof, in the form of Exhibit MV-2 hereto
representing the right to distributions as set forth herein.
"CLASS MV-2 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class MV-2 Certificates less any Class MV-2 Applied
Realized Loss Amount.
"CLASS MV-2 CERTIFICATES CARRYOVER": On any Distribution Date,
the sum of,
(i) if the Class MV-2 Pass-Through Rate for such
Distribution Date is based on the Group II Available
Funds Cap, the excess of (A) the amount of interest
the Class MV-2 Certificates would have been entitled
to receive on such Distribution Date had the interest
rate on the Class MV-2 Certificates for such date
been calculated without regard to the Group II
Available Funds Cap, but in no event greater than the
Group II Maximum Cap, over (B) the amount of interest
payable on such Class MV-2 Certificates on such date
based on the Group II Available Funds Cap, and
(ii) the excess of the amount described in clause (i)(A)
over the amount described in clause (i)(B) above for
all prior Distribution Dates, together with interest
thereon at the Class MV-2 Pass Through Rate
(determined without regard to the Group II Available
Funds Cap).
"CLASS MV-2 CURRENT INTEREST": With respect to any
Distribution Date, the interest accrued on the Class MV-2 Certificate Principal
Balance immediately prior to such Distribution Date during the related Accrual
Period at the Class MV-2 Pass Through Rate plus any amount previously
distributed with respect to interest for Class MV-2 that is recovered during the
related Accrual Period as a voidable preference by a trustee in bankruptcy
pursuant to a final, nonappealable order.
"CLASS MV-2 INTEREST CARRY FORWARD AMOUNT": With respect to
each Distribution Date, the sum of:
(i) the excess of:
(A) Class MV-2 Current Interest with respect to
prior Distribution Dates over
(B) the amount actually distributed to Class
MV-2 with respect to interest (other than in
respect of Class MV-2 Certificate Carryover)
on such prior Distribution Dates and
(ii) interest on such excess at the Class MV-2
Pass-Through Rate for the related Accrual Period.
"CLASS MV-2 PASS-THROUGH RATE": With respect to any
Distribution Date, the lesser of :
(x) One Month LIBOR plus, in the case of any
Distribution Date on or prior to the Initial
Optional Termination Date, 1.10% per annum,
or in the case of any Distribution Date that
occurs after the Initial Optional
Termination Date, plus 1.65% per annum, and
22
<PAGE>
(y) the Group II Available Funds Cap for such
Distribution Date.
"CLASS MV-2 UNPAID REALIZED LOSS AMOUNT": As to any
Distribution Date, the excess of:
(i) the Class MV-2 Applied Realized Loss Amount over
(ii) the sum of all distributions in reduction of the
Class MV-2 Applied Realized Loss Amount on all
previous Distribution Dates pursuant to Section
3.03(h)(v) hereof.
"CLASS BV-1 APPLIED REALIZED LOSS AMOUNT": As to any
Distribution Date, the sum of the Realized Losses with respect to Group II which
have been applied in reduction of the Certificate Principal Balance of the Class
BV-1 Certificates pursuant to Section 3.03(n)(i) hereof.
"CLASS BV-1 CERTIFICATE": Any Certificate designated as a
"Class BV-1 Certificate" on the face thereof, in the form of Exhibit BV-1 hereto
representing the right to distributions as set forth herein.
"CLASS BV-1 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class BV-1 Certificates less any Class BV-1 Applied
Realized Loss Amount.
"CLASS BV-1 CERTIFICATES CARRYOVER": On any Distribution Date,
the sum of,
(i) if the Class BV-1 Pass-Through Rate for such
Distribution Date is based on the Group II Available
Funds Cap, the excess of (A) the amount of interest
the Class BV-1 Certificates would have been entitled
to receive on such Distribution Date had the interest
rate on the Class BV-1 Certificates for such date
been calculated without regard to the Group II
Available Funds Cap, but in no event greater than the
Group II Maximum Cap, over (B) the amount of interest
payable on such Class BV-1 Certificates on such date
based on the Group II Available Funds Cap, and
(ii) the excess of the amount described in clause (i)(A)
over the amount described in clause (i)(B) above for
all prior Distribution Dates, together with interest
thereon at the Class BV-1 Pass Through Rate
(determined without regard to the Group II Available
Funds Cap).
"CLASS BV-1 CURRENT INTEREST": With respect to any
Distribution Date, the interest accrued on the Class BV-1 Certificate Principal
Balance immediately prior to such Distribution Date during the related Accrual
Period at the Class BV-1 Pass Through Rate plus any amount previously
distributed with respect to interest for Class BV-1 that is recovered during the
related Accrual Period as a voidable preference by a trustee in bankruptcy
pursuant to a final, nonappealable order.
"CLASS BV-1 INTEREST CARRY FORWARD AMOUNT": With respect to
each Distribution Date, the sum of:
(i) the excess of:
(A) Class BV-1 Current Interest with respect to
prior Distribution Dates over
(B) the amount actually distributed to Class
BV-1 with respect to interest (other than in
respect of Class BV-1 Certificate Carryover)
on such prior Distribution Dates and
(ii) interest on such excess at the Class BV-1
Pass-Through Rate for the related Accrual Period.
"CLASS BV-1 PASS-THROUGH RATE": With respect to any
Distribution Date, the lesser of :
23
<PAGE>
(x) One Month LIBOR plus, in the case of any
Distribution Date on or prior to the Initial
Optional Termination Date, 1.95% per annum,
or in the case of any Distribution Date that
occurs after the Initial Optional
Termination Date, plus 2.925% per annum, and
(y) the Group II Available Funds Cap for such
Distribution Date.
"CLASS BV-1 UNPAID REALIZED LOSS AMOUNT": As to any
Distribution Date, the excess of:
(i) the Class BV-1 Applied Realized Loss Amount over
(ii) the sum of all distributions in reduction of the
Class BV-1 Applied Realized Loss Amount on all
previous Distribution Dates pursuant to Section
3.03(h)(vii) hereof.
"CLASS PV-1 CERTIFICATE": Any Certificate designated as a
"Class PV-1 Certificate" on the face thereof, in the form of Exhibit PV-1
hereto, representing the right to distributions as set forth herein.
"CLASS PV-1 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class PV-1 Certificates, which is initially $50.
"CLASS PV-1 PREPAYMENT AMOUNT": As to each Distribution Date,
the excess, if any, of Prepayment Penalties collected with respect to the
Mortgage Loans in Group II during the related Due Period over the Group II
Pledged Prepayment Penalties for such Distribution Date.
"CLASS A-IO CERTIFICATES": Any Certificate designated as a
"Class A-IO Certificate" on the face thereof, in the form of Exhibit A-IO
hereto, representing the right to distributions as set forth herein.
"CLASS A-IO PASS-THROUGH RATE": With respect to each
Distribution Date, 6.75%.
"CLASS A-IO-I COMPONENT INTEREST": With respect to any
Distribution Date, the interest accrued on the Class A-IO-I Component Notional
Principal Balance immediately prior to such Distribution Date during the related
Accrual Period at the Class A-IO Pass-Through Rate plus any amount previously
distributed with respect to interest for the Class A-IO-I Component that is
recovered during the related Accrual Period as a voidable preference by a
trustee in bankruptcy pursuant to a final non-appealable order.
"CLASS A-IO-I COMPONENT INTEREST CARRY FORWARD AMOUNT": With
respect to each Distribution Date, the sum of:
(i) the excess of:
(A) Class A-IO-I Component Current Interest with
respect to prior Distribution Dates over
(B) the amount actually distributed to Class
A-IO-I Component with respect to interest on
such prior Distribution Dates and
(ii) interest thereon at the Class A-IO Pass-Through Rate
for the related Accrual Period.
"CLASS A-IO-I COMPONENT NOTIONAL PRINCIPAL BALANCE": With
respect to each Distribution Date, the lesser of:
(i) the Group I Assumed Principal Balance as of the
beginning of the related Due Period, and
24
<PAGE>
(ii) an amount determined with reference to the following
schedule:
CLASS A-IO-I
DISTRIBUTION DATE COMPONENT
----------------- ---------
January 2001 - March 2001 52,700,000
April 2001 - June 2001 51,300,000
July 2001 - September 2001 48,800,000
October 2001 - December 2001 46,000,000
January 2002 - March 2002 43,200,000
April 2002 - June 2002 40,500,000
July 2002 - September 2002 38,000,000
October 2002 - December 2002 35,700,000
January 2003 - March 2003 31,000,000
April 2003 - June 2003 25,200,000
July 2003 23,000,000
August 2003 and thereafter 0
"CLASS A-IO-II COMPONENT CURRENT INTEREST": With respect to
any Distribution Date, the interest accrued on the Class A-IO-II Component
Notional Principal Balance immediately prior to such Distribution Date during
the related Accrual Period at the Class A-IO Pass-Through Rate plus any amount
previously distributed with respect to interest for the Class A-IO-II Component
that is recovered during the related Accrual Period as a voidable preference by
a trustee in bankruptcy pursuant to a final non-appealable order.
"CLASS A-IO-II COMPONENT INTEREST CARRY FORWARD AMOUNT": With
respect to each Distribution Date, the sum of:
(i) the excess of:
(A) Class A-IO-II Component Current Interest
with respect to prior Distribution Dates
over
(B) the amount actually distributed to Class
A-IO-II Component with respect to interest
on such prior Distribution Dates and
(ii) interest thereon at the Class A-IO Pass-Through Rate
for the related Accrual Period.
"CLASS A-IO-II COMPONENT NOTIONAL PRINCIPAL BALANCE": With
respect to each Distribution Date, the lesser of
(i) the Group II Assumed Principal Balance as of the
beginning of the related Due Period, and
(ii) an amount determined with reference to the following
schedule:
CLASS A-IO-II
DISTRIBUTION DATE COMPONENT
----------------- ---------
January 2001 - March 2001 24,000,000
April 2001 - June 2001 21,000,000
July 2001 - September 2001 19,000,000
October 2001 - December 2001 18,000,000
January 2002 - March 2002 17,000,000
April 2002 - June 2002 15,000,000
July 2002 - September 2002 15,000,000
October 2002 - December 2002 15,000,000
January 2003 - March 2003 15,000,000
April 2003 - June 2003 15,000,000
July 2003 15,000,000
August 2003 and thereafter 0
25
<PAGE>
"CLASS": Any of Class AF-1, Class AF-2, Class AF-3, Class
AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class BF-1, Class AV-1,
Class MV-1, Class MV-2, Class BV-1, Class A-IO, Class PF-1, Class PV-1, Class C
and Class R.
"CLASS C CERTIFICATE": Any of the Certificates designated as a
"Class C Certificate" on the face thereof, in the form of Exhibit C hereto
representing the right to distributions as set forth herein.
"CLASS C DISTRIBUTION AMOUNT": With respect to any
Distribution Date, the sum of the Group I Interest Funds available for
distribution pursuant to Section 3.03(g)(ix) hereof and the Group I Released
Principal Amount for such date.
"CLASS R CERTIFICATE": Any of the Certificates designated as a
"Class R Certificate" on the face thereof, in the form of Exhibit R hereto and
evidencing an interest designated as the "residual interest" in the Pooling,
Second-Tier and Issuing REMICs for purposes of the REMIC Provisions.
"CLOSING DATE": December 20, 2000.
"CORRESPONDING CLASS": With respect to any Lower Tier Interest
in the Second Tier REMIC, the Class of Certificates (or components) that
correspond to such interest in the manner described in the Preliminary
Statement.
"CURRENT INTEREST": As to any Class, the definition therefor
having the corresponding designation as such Class.
"CUSTODIAN": Bankers Trust Company, and its successors and
assigns in such capacity.
"CUT-OFF DATE": As of the close of business on December 1,
2000 or on each Subsequent Cut-Off Date, as applicable.
"DELINQUENT": A Mortgage Loan is "Delinquent" if any payment
due thereon is not made by the close of business on the last day of the
Prepayment Period immediately following the day such payment is scheduled to be
due. A Mortgage Loan is "30 days Delinquent" if such payment has not been
received by the close of business on the last day of the Prepayment Period of
the month immediately succeeding the month in which such payment was due.
Similarly for "60 days Delinquent," "90 days Delinquent" and so on.
"DESIGNATED CLASS": There is no designated Class for purposes
of Section 9.02 of the Standard Terms.
"DISTRIBUTION AMOUNT": As to each Distribution Date and Class
of Certificates, the aggregate amount to be distributed to such Class on such
date pursuant to Section 3.03 hereof.
"DISTRIBUTION DATE": The 25th day of each month, or the next
Business Day if such 25th day is not a Business Day, commencing January 25,
2001.
"FITCH": Fitch, Inc., and its successors (One State Street
Plaza, 33rd Floor, New York, New York 10004).
"FUNDING PERIOD": The period commencing on the Closing Date
and ending on the earliest to occur of :
(i) the date on which the amount on deposit in the
Pre-Funding Account (exclusive of any investment
earnings) is less than $100,000,
26
<PAGE>
(ii) the date on which an Event of Default occurs and
(iii) March 20, 2001.
GROUP DEFINITIONS:
"GROUP": Either Group I or Group II.
"GROUP I": The pool of Mortgage Loans identified in the
related Schedules of Mortgage Loans as having been assigned to Group I,
including any Group I Subsequent Mortgage Loans and any Group I Qualified
Substitute Mortgage Loans delivered in replacement thereof.
"GROUP I ACTUAL CUMULATIVE EXCESS SPREAD": With respect to any
Distribution Date the sum of (i) the Group I Actual Current Monthly Excess
Spread and (ii) the Group I Pledged Prepayment Penalties for all prior
Distribution Dates.
"GROUP I ACTUAL CURRENT MONTHLY EXCESS SPREAD": With respect
to any Distribution Date the total interest funds collected or advanced by the
Servicer or Master Servicer with respect to the Group I Mortgage Loans and the
related Distribution Date less the total of all trust expenses and interest
required to be paid on the Group I Certificates for that Distribution Date.
"GROUP I CERTIFICATE": Any of the Class AF-1, Class AF-2,
Class AF-3, Class AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class
BF-1 and Class PF-1 Certificates.
"GROUP I CERTIFICATE PRINCIPAL BALANCE": The sum of the Class
AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-6, Class MF-1,
Class MF-2 and Class BF-1 Certificate Principal Balances.
"GROUP I CLASS A CERTIFICATE PRINCIPAL BALANCE": The sum of
the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5 and Class AF-6
Certificate Principal Balances.
"GROUP I CLASS A PRINCIPAL DISTRIBUTION AMOUNT": With respect
to any Distribution Date before the Group I Stepdown Date or as to which a Group
I Trigger Event has occurred, 100% of the Group I Principal Distribution Amount
for such Distribution Date and with respect to any Distribution Date on or after
the Stepdown Date and as to which a Group I Trigger Event has not occurred, the
excess of:
(i) the Group I Class A Certificate Principal Balance
immediately prior to such Distribution Date over
(ii) the lesser of:
(A) 70.50% of the Assumed Principal Balance for
the Mortgage Loans in Group I on the
preceding Due Date and
(B) the positive excess, if any, of:
(I) the Assumed Principal Balance for
the Mortgage Loans in Group I on
the preceding Due Date over
(II) $900,000; provided, that if such
excess is not a positive number,
such amount shall be deemed to equal
zero.
"GROUP I CLASS MF-1 PRINCIPAL DISTRIBUTION AMOUNT": With
respect to any Distribution Date on or after the Group I Stepdown Date and as
long as a Group I Trigger Event is not in effect (subject to the proviso set
forth in Section 3.03(c) hereof), the excess of:
27
<PAGE>
(i) the sum of:
(A) the Group I Class A Certificate Principal
Balance (after giving effect to
distributions on that date), and
(B) the Class MF-1 Certificate Principal Balance
immediately prior to such Distribution Date
over
(ii) the lesser of:
(A) 82.50% of the Assumed Principal Balance for
the Mortgage Loans in Group I on the
preceding Due Date, and
(B) the positive excess, if any, of:
(I) the Assumed Principal Balance for
the Mortgage Loans in Group I on
the preceding Due Date over
(II) $900,000; provided, that if such
excess is not a positive number,
such amount shall be deemed to equal
zero.
"GROUP I CLASS MF-2 PRINCIPAL DISTRIBUTION AMOUNT": With
respect to any Distribution Date on or after the Group I Stepdown Date and as
long as a Group I Trigger Event is not in effect (subject to the proviso set
forth in Section 3.03(c) hereof), the excess of:
(i) the sum of:
(A) the Group I Class A Certificate Principal
Balance (after giving effect to
distributions on that date),
(B) the Class MF-1 Certificate Principal Balance
(after giving effect to distributions on
that date), and
(C) the Class MF-2 Certificate Principal Amount
immediately prior to such Distribution Date
over
(ii) the lesser of:
(A) 91.00% of the Assumed Principal Balance for
the Mortgage Loans in Group I on the
preceding Due Date, and
(B) the positive excess, if any, of:
(I) the Assumed Principal Balance for
the Mortgage Loans in Group I on
the preceding Due Date over
(II) $900,000; provided, that if such
excess is not a positive number,
such amount shall be deemed to equal
zero.
"GROUP I CLASS BF-1 PRINCIPAL DISTRIBUTION AMOUNT": With
respect to any Distribution on and after the Group I Stepdown Date and as long
as a Group I Trigger Event is not in effect (subject to the proviso set forth in
Section 3.03(c) hereof), the excess of:
28
<PAGE>
(i) the sum of:
(A) the Group I Class A Certificate Principal
Balance (after giving effect to
distributions on that date),
(B) the Class MF-1 Certificate Principal Balance
(after giving effect to distributions on
that date),
(C) the Class MF-2 Certificate Principal Balance
(after giving effect to distributions on
that date), and
(D) the Class BF-1 Certificate Principal Balance
immediately prior to such Distribution Date
over
(ii) the lesser of:
(A) 96.00% of the Assumed Principal Balance for
the Mortgage Loans in Group I on the
preceding Due Date, and
(B) the positive excess, if any, of:
(I) the Assumed Principal Balance for
the Mortgage Loans in Group I on
the preceding Due Date over
(II) $900,000; provided, that if such
excess is not a positive number,
such amount shall be deemed to equal
zero.
"GROUP I CUMULATIVE EXCESS SPREAD SHORTFALL": With respect to
any Distribution Date an amount equal to the excess of (i) the Group I Targeted
Cumulative Excess Spread set forth below for such date over (ii) the sum of (x)
the Group I Actual Cumulative Excess Spread for the prior Distribution Date and
(y) the Group I Actual Current Monthly Excess Spread for the related
Distribution Date.
Group I Targeted Cumulative Excess Spread Table
<TABLE>
<CAPTION>
DATE AMOUNT DATE AMOUNT DATE AMOUNT
---- ------ ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C>
1/25/2001 $ -- 9/25/2002 $ 4,761,717 5/25/2004 $ 8,444,904
2/25/2001 246,727 10/25/2002 4,930,542 6/25/2004 8,624,024
3/25/2001 497,938 11/25/2002 5,087,312 7/25/2004 8,796,821
4/25/2001 760,150 12/25/2002 5,232,345 8/25/2004 8,963,483
5/25/2001 1,024,112 1/25/2003 5,391,918 9/25/2004 9,124,150
6/25/2001 1,288,345 2/25/2003 5,539,675 10/25/2004 9,278,940
7/25/2001 1,565,382 3/25/2003 5,675,882 11/25/2004 9,427,967
8/25/2001 1,839,679 4/25/2003 5,833,421 12/25/2004 9,571,340
9/25/2001 2,109,640 5/25/2003 5,980,109 1/25/2005 9,709,847
10/25/2001 2,383,520 6/25/2003 6,116,576 2/25/2005 9,843,817
11/25/2001 2,645,555 7/25/2003 6,255,548 3/25/2005 9,973,127
12/25/2001 2,893,668 8/25/2003 6,514,314 4/25/2005 10,097,947
1/25/2002 3,143,437 9/25/2003 6,764,492 5/25/2005 10,218,626
2/25/2002 3,379,389 10/25/2003 7,004,968 6/25/2005 10,335,285
3/25/2002 3,599,652 11/25/2003 7,237,297 7/25/2005 10,448,042
4/25/2002 3,820,408 12/25/2003 7,457,070 8/25/2005 10,557,013
5/25/2002 4,027,254 1/25/2004 7,667,197 9/25/2005 10,662,307
6/25/2002 4,219,896 2/25/2004 7,870,601 10/25/2005 10,763,996
7/25/2002 4,413,179 3/25/2004 8,068,210 11/25/2005 10,862,148
8/25/2002 4,593,679 4/25/2004 8,259,631 12/25/2005 10,950,537
</TABLE>
29
<PAGE>
"GROUP I CURRENT MONTHLY EXCESS SPREAD SHORTFALL": With
respect to any Distribution Date an amount equal to the excess of (i) the Group
I Targeted Current Monthly Excess Spread set forth below for such date over (ii)
the Group I Actual Current Monthly Excess Spread.
Group I Targeted Current Monthly Excess Spread Table
<TABLE>
<CAPTION>
DATE AMOUNT DATE AMOUNT DATE AMOUNT
---- ------ ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C>
1/25/2001 $ -- 9/25/2002 $ 168,038 5/25/2004 $ 185,273
2/25/2001 246,727 10/25/2002 168,825 6/25/2004 179,120
3/25/2001 251,211 11/25/2002 156,770 7/25/2004 172,797
4/25/2001 262,212 12/25/2002 145,033 8/25/2004 166,662
5/25/2001 263,962 1/25/2003 159,573 9/25/2004 160,667
6/25/2001 264,233 2/25/2003 147,757 10/25/2004 154,790
7/25/2001 277,037 3/25/2003 136,207 11/25/2004 149,027
8/25/2001 274,297 4/25/2003 157,539 12/25/2004 143,373
9/25/2001 269,961 5/25/2003 146,688 1/25/2005 138,507
10/25/2001 273,880 6/25/2003 136,467 2/25/2005 133,970
11/25/2001 262,035 7/25/2003 138,972 3/25/2005 129,310
12/25/2001 248,113 8/25/2003 258,766 4/25/2005 124,820
1/25/2002 249,769 9/25/2003 250,178 5/25/2005 120,679
2/25/2002 235,952 10/25/2003 240,476 6/25/2005 116,659
3/25/2002 220,263 11/25/2003 232,329 7/25/2005 112,757
4/25/2002 220,756 12/25/2003 219,773 8/25/2005 108,971
5/25/2002 206,846 1/25/2004 210,127 9/25/2005 105,294
6/25/2002 192,642 2/25/2004 203,404 10/25/2005 101,689
7/25/2002 193,283 3/25/2004 197,609 11/25/2005 98,152
8/25/2002 180,500 4/25/2004 191,421 12/25/2005 88,389
</TABLE>
"GROUP I DELINQUENCY PERCENTAGE": For each Distribution Date
and as to Group I , the Scheduled Principal Balance of the Mortgage Loans in
Group I that, as of the last day of the related Prepayment Period, are 60 or
more days Delinquent as a percentage of the Scheduled Principal Balance of the
Mortgage Loans in Group I.
"GROUP I EXTRA PRINCIPAL DISTRIBUTION AMOUNT": With respect to
any Distribution Date, the lesser of (x) the sum of the Group I Interest Funds
available pursuant to Section 3.03(a)(v) and the Group I Net Pledged Prepayment
Penalties, if any, and:
(y) the excess of:
(i) the Group I Required Overcollateralization
Amount over
(ii) the Group I Overcollateralization Amount
(assuming that all Group I Principal Funds
are distributed as principal to the Group I
Certificates on such date).
"GROUP I INTEREST FUNDS": With respect to Group I and any
Master Servicer Remittance Date, to the extent actually deposited in the Master
Servicer Custodial Account, the sum, without duplication, of:
(i) all scheduled interest collected during the related
Due Period with respect to Group I less the Group I
Servicing Fee and the Group I Master Servicing Fee ,
(ii) all Advances relating to interest with respect to
Group I,
(iii) all Month End Interest with respect to Group I and
(iv) Liquidation Proceeds with respect to Group I (to the
extent such Liquidation Proceeds relate to interest)
less all Non-Recoverable Advances relating to
interest and expenses pursuant to Section 6.03 of the
Standard Terms.
30
<PAGE>
The Group I Interest Funds for any Distribution Date shall be increased
by the pro rata portion for such Group (based on the amount on deposit
in the Pre-Funding Account in respect of such Group) of the Capitalized
Interest Requirement withdrawn from the Capitalized Interest Account for
such Distribution Date.
"GROUP I MASTER SERVICING FEE": With respect to each Master
Servicer Remittance Date, an amount payable (or allocable) to the Master
Servicer equal to the product of one-twelfth of the Group I Master Servicing Fee
Rate and the aggregate Scheduled Principal Balance of Group I on the first day
of the Due Period preceding such Master Servicer Remittance Date.
"GROUP I MASTER SERVICING FEE RATE": 0.05% per annum.
"GROUP I NET PLEDGED PREPAYMENT PENALTIES": With respect to
any Distribution Date the Group I Pledged Prepayment Penalties remaining after
the distributions set forth in Section 3.03(e) hereof.
"GROUP I NET RATE": The excess of the weighted average of the
Net Rates for the Group I Mortgage Loans over the A-IO-I Adjusted Rate.
"GROUP I OVERCOLLATERALIZATION AMOUNT": With respect to any
Distribution Date the excess of the Assumed Principal Balance of the Mortgage
Loans in Group I over the Group I Certificate Principal Balance after giving
effect to principal distributions on such Distribution Date.
"GROUP I PLEDGED PREPAYMENT PENALTIES": With respect to any
Distribution Date an amount equal to the lesser of (i) Prepayment Penalties
collected with respect to the Mortgage Loans in Group I during the related Due
Period and (ii) the greatest of: (A) 50% of the Prepayment Penalties with
respect to the Mortgage Loans in Group I owed and not waived by the Servicer
pursuant to the terms of the Servicing Agreement for the related Due Period; (B)
the Group I Current Monthly Excess Spread Shortfall; and (C) the Group I
Cumulative Excess Spread Shortfall.
"GROUP I PRE-FUNDED AMOUNT": With respect to any Master
Servicer Reporting Date, the amount remaining on deposit in the Pre-Funding
Account with respect to Group I (exclusive of any Group I Pre-Funding Account
Earnings).
"GROUP I PRE-FUNDING ACCOUNT EARNINGS": With respect to each
Distribution Date to and including the date immediately preceding the
Distribution Date immediately following the end of the Funding Period,
Pre-Funding Account earnings with respect to the Group I Pre-Funded Amount.
"GROUP I PRINCIPAL DISTRIBUTION AMOUNT": With respect to any
Distribution Date, the excess of:
(A) the sum of:
(i) the Group I Principal Funds and
(ii) the Group I Extra Principal Distribution
Amount over
(B) the Group I Released Principal Amount.
"GROUP I PRINCIPAL FUNDS": With respect to Group I and any
Master Servicer Remittance Date, to the extent actually deposited in the Master
Servicer Custodial Account, the sum, without duplication, of:
(i) all scheduled principal with respect to Group I
collected by the Servicer during the related Due
Period or advanced on or before such Master Servicer
Remittance Date,
(ii) prepayments with respect to Group I collected by the
Servicer in the related Prepayment Period,
31
<PAGE>
(iii) the Scheduled Principal Balance of each Mortgage Loan
in Group I repurchased by the Depositor,
(iv) any Substitution Shortfall with respect to Group I
and
(v) all Liquidation Proceeds with respect to Group I
collected by the Servicer during the related Due
Period (to the extent such Liquidation Proceeds
related to principal) less all non-recoverable
Advances relating to principal with respect to Group
I reimbursed during the related Due Period.
"GROUP I RELEASED PRINCIPAL AMOUNT": With respect to any
Distribution Date
(i) if a Group I Subordinated Trigger Event exists, zero
and
(ii) if a Group I Subordinated Trigger Event does not
exist, the amount by which the Group I
Overcollateralization Amount (assuming for such
purpose that all Group I Principal Funds for such
Distribution Date are distributed as principal to the
Group I Certificates) exceeds the Group I Required
Overcollateralization Amount.
"GROUP I REQUIRED OVERCOLLATERALIZATION AMOUNT": With respect
to any Distribution Date:
(i) prior to the Group I Stepdown Date, 2.00% of the
Assumed Principal Balance for the Mortgage Loans in
Group I as of the Cut-Off Date and
(ii) on and after the Group I Stepdown Date the greatest
of:
(x) the lesser of:
(I) 2.00% of the Assumed Principal
Balance for the Mortgage Loans in
Group I as of the Cut-Off Date and
(II) 4.00% of the Assumed Principal
Balance for the Mortgage Loans in
Group I on the preceding Due Date,
and
(y) 0.50% of the Assumed Principal Balance for
the Mortgage Loans in Group I as of the Cut-
Off Date, and
(z) if a Group I Trigger Event is in effect, the
Group I Overcollateralization Amount as of
the preceding Distribution Date.
"GROUP I SERVICING FEE": With respect to each Mortgage Loan in
Group I and each Remittance Date, the product of :
(x) one-twelfth of the Servicing Fee Rate and
(y) the aggregate Scheduled Principal Balance of
such Mortgage Loan as of the opening of
business on the first day of the Due Period
preceding such Remittance Date.
"GROUP I SERVICING FEE RATE": With respect to each Mortgage
Loan in Group I, the fixed per annum rate payable to the Servicer as set out on
Schedule IA to this Agreement.
"GROUP I STEPDOWN DATE": With respect to Group I, the earlier
to occur of:
(i) the later to occur of:
32
<PAGE>
(A) the Distribution Date in January, 2004 and
(B) the first Distribution Date on which the
Group I Class A Certificate Principal
Balance immediately prior to such
Distribution Date (less the Group I
Principal Funds for such Distribution Date)
is less than or equal to 70.50% of the
Assumed Principal Balance for Group I on
such date, and
(ii) the Distribution Date after which the Group I Class A
Certificate Principal Balance has been reduced to
zero.
"GROUP I SUBORDINATED CERTIFICATES": The Class MF-1, Class
MF-2, and Class BF-1 Certificates.
"GROUP I SUBORDINATED TRIGGER EVENT": With respect to Group I,
any Distribution Date after the Group I Stepdown Date on which:
(a) Realized Losses since the Cut-Off Date with respect
to the Mortgage Loans in Group I as a percentage of the Assumed Principal
Balance for Group I as of the Cut-Off Date exceed the percentage set out below
with respect to such Distribution Date:
DISTRIBUTION DATE (INCLUSIVE)
January 2004 and thereafter 4.00%
and
(b) the Scheduled Principal Balance of the Mortgage Loans
in Group I that, as of such Distribution Date, are 60 or more days Delinquent as
a percentage of the Assumed Principal Balance for Group I exceeds the percentage
set out below with respect to such Distribution Date:
DISTRIBUTION DATE (INCLUSIVE)
January 2004 and thereafter 10.00%
"GROUP I SUBSEQUENT MORTGAGE LOANS": The Mortgage Loans in
Group I sold to the Trust pursuant to Section 2.02 hereof, which shall be listed
on the Schedule of Mortgage Loans attached to the related Subsequent Sales
Agreement.
"GROUP I TRIGGER EVENT": With respect to Group I and any
Distribution Date after the Group I Stepdown Date, a Group I Trigger Event
exists if two times the quotient of:
(i) the Scheduled Principal Balances of all 60 or more
days Delinquent Mortgage Loans (including Mortgage
Loans subject to bankruptcy or foreclosure
proceedings and REO Property) in Group I and
(ii) the Assumed Principal Balance for Group I as of the
preceding Master Servicer Remittance Date
equals or exceeds 29.50%.
"GROUP II": The pool of Mortgage Loans identified in the
related Schedules of Mortgage Loans as having been assigned to Group II,
including any Group II Subsequent Mortgage Loans and any Group II Qualified
Substitute Mortgage Loans delivered in replacement thereof.
"GROUP II ACTUAL CUMULATIVE EXCESS SPREAD": With respect to
any Distribution Date the sum of (i) the Group II Actual Current Monthly Excess
Spread and (ii) the Group II Pledged Prepayment Penalties for all prior
Distribution Dates.
33
<PAGE>
"GROUP II ACTUAL CURRENT MONTHLY EXCESS SPREAD": With respect
to any Distribution Date the total interest funds collected or advanced by the
Servicer or Master Servicer with respect to the Group II Mortgage Loans and the
related Distribution Date less the total of all interest and trust expenses
required to be paid on the Group II Certificates for that Distribution Date.
"GROUP II AVAILABLE FUNDS CAP": As of any Distribution Date,
the per annum rate equal to:
(w) the Group II Net Rate for such Distribution Date
multiplied by
(x) a fraction the numerator of which is the Assumed
Principal Balance for Group II for such Distribution
Date, and the denominator of which is the Group II
Certificate Principal Balance for such Distribution
Date (without regard to distributions on such date),
multiplied by
(y) a fraction the numerator of which is 30, and the
denominator of which is the actual number of days in
the related Accrual Period (and, solely for the first
Distribution Date, such actual number of days shall
be deemed to be 30 solely for purposes of this
calculation).
"GROUP II CERTIFICATE": Any of the Class AV-1, Class MV-1,
Class MV-2, Class BV-1 and Class PV-1 Certificates.
"GROUP II CERTIFICATE PRINCIPAL BALANCE": The sum of the Class
AV-1, Class MV-1, Class MV-2 and Class BV-1 Certificate Principal Balances.
"GROUP II CLASS A CERTIFICATE PRINCIPAL BALANCE": The Class
AV-1 Certificate Principal Balance.
"GROUP II CLASS A PRINCIPAL DISTRIBUTION AMOUNT": With respect
to any Distribution Date before the Group II Stepdown Date or as to which a
Group II Trigger Event has occurred, 100% of the Group II Principal Distribution
Amount for such Distribution Date and with respect to any Distribution Date on
or after the Stepdown Date and as to which a Group II Trigger Event has not
occurred, the excess of:
(i) the Group II Class A Certificate Principal Balance
immediately prior to such Distribution Date over
(ii) the lesser of:
(A) 60.00% of the Assumed Principal Balance for
the Mortgage Loans in Group II on the
preceding Due Date, and
(B) the positive excess, if any, of:
(I) the Assumed Principal Balance for
the Mortgage Loans in Group II on
the preceding Due Date over
(II) $1,400,000; provided, that if such
excess if not a positive number,
such amount shall be deemed to equal
zero.
"GROUP II CLASS MV-1 PRINCIPAL DISTRIBUTION AMOUNT": With
respect to any Distribution on and, after the Group II Stepdown Date and as long
as a Group II Trigger Event is not in effect (subject to the proviso set forth
in Section 3.03(d) hereof), the excess of:
(i) the sum of:
(A) the Group II Class A Certificate Principal
Balance (after giving effect to
distributions on that date), and
34
<PAGE>
(B) the Class MV-1 Certificate Principal Balance
immediately prior to such Distribution Date
over
(ii) the lesser of:
(A) 76.00% of the Assumed Principal Balance for
the Mortgage Loans in Group II on the
preceding Due Date, and
(B) the positive excess, if any, of:
(I) the Assumed Principal Balance for
the Mortgage Loans in Group II on
the preceding Due Date over
(II) $1,400,000; provided that if such
excess if not a positive number,
such amount shall be deemed to equal
zero.
"GROUP II CLASS MV-2 PRINCIPAL DISTRIBUTION AMOUNT": With
respect to any Distribution on and after the Group II Stepdown Date and as long
as a Group II Trigger Event is not in effect (subject to the proviso set forth
in Section 3.03(d) hereof), the excess of:
(i) the sum of:
(A) the Group II Class A Certificate Principal
Balance (after giving effect to
distributions on that date),
(B) the Class MV-1 Certificate Principal Balance
(after giving effect to distributions on
that date), and
(C) the Class MV-2 Certificate Principal balance
immediately prior to such Distribution Date
over
(ii) the lesser of:
(A) 87.00% of the Assumed Principal Balance for
the Mortgage Loans in Group II on the
preceding Due Date, and
(B) the positive excess, if any, of:
(I) the Assumed Principal Balance for
the Mortgage Loans in Group II on
the preceding Due Date over
(II) $1,400,000; provided that if such
excess if not a positive number,
such amount shall be deemed to equal
zero.
"GROUP II CLASS BV-1 PRINCIPAL DISTRIBUTION AMOUNT": With
respect to any Distribution Date on and after the Group II Stepdown Date and as
long as a Group II Trigger Event is not in effect (subject to the proviso set
forth in Section 3.03(d) hereof), the excess of:
(i) the sum of:
(A) the Group II Class A Certificate Principal
Balance (after giving effect to
distributions on that date),
(B) the Class MV-1 Certificate Principal
Balance(after giving effect to distributions
on that date),
35
<PAGE>
(C) the Class MV-2 Certificate Principal Balance
(after giving effect to distributions on
that date), and
(D) the Class BV-1 Certificate Principal Balance
immediately prior to such Distribution Date
over
(ii) the lesser of:
(A) 93.50% of the Assumed Principal Balance for
the Mortgage Loans in Group II on the
preceding Due Date, and
(B) the positive excess, if any, of:
(I) the Assumed Principal Balance for the
Mortgage Loans in Group II on the preceding
Due Date over
(II) $1,400,000; provided that if such
excess if not a positive number, such amount
shall be deemed to equal zero.
"GROUP II CUMULATIVE EXCESS SPREAD SHORTFALL": With respect to
any Distribution Date an amount equal to the excess of (i) the Group II Targeted
Cumulative Excess Spread set forth below for such date over (ii) the sum of (x)
the Group II Actual Cumulative Excess Spread for the prior Distribution Date and
(y) the Group II Actual Current Monthly Excess Spread for the related
Distribution Date.
Group II Targeted Cumulative Excess Spread Table
<TABLE>
<CAPTION>
DATE AMOUNT DATE AMOUNT DATE AMOUNT
---- ------ ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C>
1/25/2001 $ -- 9/25/2002 $ 10,572,441 5/25/2004 $18,163,701
2/25/2001 548,992 10/25/2002 10,988,911 6/25/2004 18,497,123
3/25/2001 1,254,302 11/25/2002 11,394,294 7/25/2004 18,831,339
4/25/2001 1,804,929 12/25/2002 11,820,060 8/25/2004 19,146,625
5/25/2001 2,400,208 1/25/2003 12,189,970 9/25/2004 19,449,088
6/25/2001 2,931,375 2/25/2003 12,561,336 10/25/2004 19,751,467
7/25/2001 3,515,736 3/25/2003 12,996,218 11/25/2004 20,032,732
8/25/2001 4,035,251 4/25/2003 13,331,014 12/25/2004 20,313,111
9/25/2001 4,552,773 5/25/200 13,715,614 1/25/2005 20,571,057
10/25/2001 5,123,183 6/25/2003 14,061,609 2/25/2005 20,819,607
11/25/2001 5,639,209 7/25/2003 14,412,652 3/25/2005 21,088,036
12/25/2001 6,197,753 8/25/2003 14,821,814 4/25/2005 21,316,470
1/25/2002 6,705,500 9/25/2003 15,213,719 5/25/2005 21,544,601
2/25/2002 7,204,202 10/25/2003 15,609,510 6/25/2005 21,754,323
3/25/2002 7,823,732 11/25/2003 15,982,012 7/25/2005 21,963,647
4/25/2002 8,312,382 12/25/2003 16,358,177 8/25/2005 22,155,964
5/25/2002 8,825,032 1/25/2004 16,728,496 9/25/2005 22,340,040
6/25/2002 9,280,065 2/25/2004 17,087,091 10/25/2005 22,523,563
7/25/2002 9,754,092 3/25/2004 17,467,331 11/25/2005 22,689,650
8/25/2002 10,172,388 4/25/2004 17,800,856 12/25/2005 22,854,592
</TABLE>
"GROUP II CURRENT MONTHLY EXCESS SPREAD SHORTFALL": With
respect to any Distribution Date an amount equal to the excess of (i) the Group
II Targeted Current Monthly Excess Spread set forth below for such date over
(ii) the Group II Actual Current Monthly Excess Spread.
36
<PAGE>
Group II Targeted Current Monthly Excess Spread Table
<TABLE>
<CAPTION>
DATE AMOUNT DATE AMOUNT DATE AMOUNT
---- ------ ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C>
1/25/2001 $ -- 9/25/2002 $ 400,053 5/25/2004 $ 362,845
2/25/2001 548,992 10/25/2002 416,470 6/25/2004 333,422
3/25/2001 705,310 11/25/2002 405,383 7/25/2004 334,216
4/25/2001 550,627 12/25/2002 425,766 8/25/2004 315,286
5/25/2001 595,279 1/25/2003 369,910 9/25/2004 302,463
6/25/2001 531,167 2/25/2003 371,366 10/25/2004 302,379
7/25/2001 584,361 3/25/2003 434,882 11/25/2004 281,265
8/25/2001 519,515 4/25/2003 334,796 12/25/2004 280,379
9/25/2001 517,522 5/25/2003 384,600 1/25/2005 257,946
10/25/2001 570,410 6/25/2003 345,995 2/25/2005 248,550
11/25/2001 516,026 7/25/2003 351,043 3/25/2005 268,429
12/25/2001 558,544 8/25/2003 409,162 4/25/2005 228,434
1/25/2002 507,747 9/25/2003 391,905 5/25/2005 228,131
2/25/2002 498,702 10/25/2003 395,791 6/25/2005 209,722
3/25/2002 619,530 11/25/2003 372,502 7/25/2005 209,324
4/25/2002 488,650 12/25/2003 376,165 8/25/2005 192,317
5/25/2002 512,650 1/25/2004 370,319 9/25/2005 184,076
6/25/2002 455,033 2/25/2004 358,595 10/25/2005 183,523
7/25/2002 474,027 3/25/2004 380,240 11/25/2005 166,087
8/25/2002 418,296 4/25/2004 333,525 12/25/2005 164,942
</TABLE>
"GROUP II DELINQUENCY PERCENTAGE": For each Distribution Date
and as to Group II , the Scheduled Principal Balance of the Mortgage Loans in
Group II that, as of the last day of the related Prepayment Period, are 60 or
more days Delinquent as a percentage of the Scheduled Principal Balance of the
Mortgage Loans in Group II.
"GROUP II EXTRA PRINCIPAL DISTRIBUTION AMOUNT": With respect
to any Distribution Date, the lesser of (x) the sum of the Group II Interest
Funds available pursuant to Section 3.03(b)(v) hereof and the Group II Net
Pledged Prepayment Penalties, if any, and
(y) the excess of:
(i) the Group II Required Overcollateralization
Amount over
(ii) the Group II Overcollateralization Amount
(assuming that all Group II Principal Funds
are distributed as principal to the Group II
Certificates on such date).
"GROUP II INTEREST FUNDS": With respect to Group II and any
Master Servicer Remittance Date, to the extent actually deposited in the Master
Servicer Custodial Account, the sum, without duplication, of:
(i) all scheduled interest collected during the related
Due Period with respect to Group II less the Group II
Servicing Fee and the Group II Master Servicing Fee,
(ii) all Advances relating to interest with respect to
Group II,
(iii) all Month End Interest with respect to Group II and
(iv) Liquidation Proceeds with respect to Group II (to the
extent such Liquidation Proceeds relate to interest)
less all Non-Recoverable Advances relating to
interest and expenses pursuant to Section 6.03 of the
Standard Terms.
37
<PAGE>
The Group II Interest Funds for any Distribution Date shall be
increased by the pro rata portion for such Group (based on the amount
on deposit in the Pre-Funding Account in respect of such Group) of the
Capitalized Interest Requirement withdrawn from the Capitalized
Interest Account for such Distribution Date.
"GROUP II MASTER SERVICING FEE": With respect to each Master
Servicer Remittance Date, an amount payable (or allocable) to the Master
Servicer equal to the product of one-twelfth of the Group II Master Servicing
Fee Rate and the aggregate Scheduled Principal Balance of Group II on the first
day of the Due Period preceding such Master Servicer Remittance Date.
"GROUP II MASTER SERVICING FEE RATE": 0.05% per annum.
"GROUP II MAXIMUM CAP": With respect to any Distribution Date,
the product of (i) the Group II Maximum Net Rate for such Distribution Date,
(ii) a fraction, the numerator of which is the Assumed Principal Balance for
Group II for such Distribution Date and the denominator of which is the Group II
Certificate Balance for such Distribution Date (without regard to distributions
on such date), and (iii) a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days in the accrual period.
"GROUP II NET PLEDGED PREPAYMENT PENALTIES": With respect to
any Distribution Date the Group II Pledged Prepayment Penalties remaining after
the distributions set forth in Section 3.03(f) hereof.
"GROUP II NET RATE": The excess of the weighted average of the
Net Rates for the Group II Mortgage Loans over the A-IO-II Adjusted Rate.
"GROUP II MAXIMUM NET RATE": With respect to any Distribution
Date, the weighted average of the Net Maximum Mortgage Rates for the Group II
Mortgage Loans.
"GROUP II OVERCOLLATERALIZATION AMOUNT": With respect to any
Distribution Date the excess of the aggregate Scheduled Principal Balance of the
Mortgage Loans in Group II over the Group II Certificate Principal Balance after
giving effect to principal distributions on such Distribution Date.
"GROUP II PLEDGED PREPAYMENT PENALTIES": With respect to any
Distribution Date an amount equal to the lesser of (i) Prepayment Penalties
collected with respect to the Mortgage Loans in Group II during the related Due
Period and (ii) the greater of: (A) 50% of the Prepayment Penalties with respect
to the Mortgage Loans in Group II owed and not waived by the Servicer pursuant
to the terms of the Servicing Agreement for the related Due Period; (B) the
Group II Current Monthly Excess Spread Shortfall; and (C) the Group II
Cumulative Excess Spread Shortfall.
"GROUP II PRE-FUNDED AMOUNT": With respect to any Master
Servicer Reporting Date, the amount remaining on deposit in the Pre-Funding
Account with respect to Group II (exclusive of any Group II Pre-Funding Account
Earnings).
"GROUP II PRE-FUNDING ACCOUNT EARNINGS": With respect to each
Distribution Date to and including the date immediately preceding the
Distribution Date immediately following the end of the Funding Period,
Pre-Funding Account earnings with respect to the Group II Pre-Funded Amount.
"GROUP II PRINCIPAL DISTRIBUTION AMOUNT": With respect to any
Distribution Date, the excess of:
(A) the sum of:
(i) the Group II Principal Funds and
(ii) the Group II Extra Principal Distribution
Amount over
(B) the Group II Released Principal Amount.
38
<PAGE>
"GROUP II PRINCIPAL FUNDS": With respect to Group II and any
Master Servicer Remittance Date, to the extent actually deposited in the Master
Servicer Custodial Account, the sum, without duplication, of:
(i) all scheduled principal with respect to Group II
collected by the Servicers during the related Due
Period or advanced on or before such Master Servicer
Remittance Date,
(ii) prepayments with respect to Group II collected by the
Servicers in the related Prepayment Period,
(iii) the Scheduled Principal Balance of each Mortgage Loan
in Group II repurchased by the Depositor,
(iv) any Substitution Shortfall with respect to Group II
and
(v) all Liquidation Proceeds with respect to Group II
collected by the Servicer during the related Due
Period (to the extent such Liquidation Proceeds
related to principal) less all non-recoverable
Advances relating to principal with respect to Group
II reimbursed during the related Due Period.
"GROUP II RELEASED PRINCIPAL AMOUNT": With respect to any
Distribution Date,
(i) if a Group II Subordinated Trigger Event exists, zero
and
(ii) if a Group II Subordinated Trigger Event does not
exist, the amount by which the Group II
Overcollateralization Amount (assuming for such
purpose that all Group II Principal Funds for such
Distribution Date distributed as principal to the
Group II Certificates) exceeds the Group II Required
Overcollateralization Amount.
"GROUP II REQUIRED OVERCOLLATERALIZATION AMOUNT": With respect
to any Distribution Date
(i) prior to the Group II Stepdown Date, 3.25% of the
Assumed Principal Balance for the Mortgage Loans in
Group II as of the Cut-Off Date and
(ii) on and after the Group II Stepdown Date the greater
of:
(x) the lesser of:
(I) 3.25% of the Assumed Principal
Balance for the Mortgage Loans in
Group II as of the Cut-Off Date and
(II) 6.50% of the Assumed Principal
Balance for the Mortgage Loans in
Group II on the preceding Due Date
and
(y) 0.50% of the Assumed Principal Balance for
the Mortgage Loans in Group II as of the
Cut- Off Date, and
(z) if a Group II Trigger Event is in effect,
the Group II Overcollateralization Amount as
of the preceding Distribution Date.
"GROUP II RESERVE FUND": The separate Eligible Account created
and maintained by the Trustee pursuant to Section 2.04 in the name of the
Trustee for the benefit of the Certificateholders and designated Bankers Trust
Company, in trust for the registered holders of Mortgage Loan Asset Backed
Certificates, Saxon Asset Securities Trust 2000-4, Series 2000-4, Class AV-1,
Class MV-1, Class MV-2 and Class BV-1. Funds in the Group II Reserve Fund shall
be held in trust for the holders of Class AV-1, Class MV-1, Class MV-2 and Class
BV-1 Certificates for the uses and purposes set forth in this Agreement and
shall not be part of any REMIC created hereunder.
39
<PAGE>
"GROUP II RESERVE FUND RELEASE DATE": After all distributions
are made on the Distribution Date occurring in January 2004.
"GROUP II SPECIFIED RESERVE FUND REQUIREMENT": For each
Distribution Date through the Distribution Date in January 2004, an amount equal
to the greater of (i) the amount by which the Group II Required
Overcollateralization Amount for such Distribution Date exceeds the Group II
Overcollateralization Amount for such Distribution Date and (ii) $1,000. For
each Distribution Date thereafter, the Group II Specified Reserve Fund
Requirement will equal zero.
"GROUP II SERVICING FEE": With respect to each Mortgage Loan
in Group II and each Remittance Date, the product of:
(x) one-twelfth of the Servicing Fee Rate and
(y) the aggregate Scheduled Principal Balance of such
Mortgage Loan as of the opening of business on the first day of the Due Period
preceding such Remittance Date.
"GROUP II SERVICING FEE RATE": With respect to each Mortgage
Loan in Group II, the fixed per annum rate payable to the Servicer as set out on
Schedule IB to this Agreement.
"GROUP II STEPDOWN DATE": With respect to Group II, the
earlier to occur of:
(i) the later to occur of:
(A) the Distribution Date in January, 2004 and
(B) the first Distribution Date on which the
Group II Class A Certificate Principal
Balance immediately prior to such
Distribution Date (less the Group II
Principal Funds for such Distribution Date)
is less than or equal to 60.00% of the
Assumed Principal Balance for Mortgage Loans
in Group II and
(ii) the Distribution Date after which the Group II Class
A Certificate Principal Balance has been reduced to
zero.
"GROUP II SUBORDINATED CERTIFICATES": The Class MV-1, Class
MV-2, and Class BV-1 Certificates.
"GROUP II SUBORDINATED TRIGGER EVENT": With respect to Group
II, any Distribution Date after the Group II Stepdown Date on which:
(a) Realized Losses since the Cut-Off Date with respect
to the Mortgage Loans in Group II as a percentage of
the Assumed Principal Balance for Group II as of the
Cut-Off Date exceed the percentage set out below with
respect to such Distribution Date:
DISTRIBUTION DATE (INCLUSIVE)
January 2004 and thereafter 4.75%
and
(b) the Scheduled Principal Balance of the Mortgage Loans
in Group II that, as of such Distribution Date, are
60 or more days Delinquent as a percentage of the
Scheduled Principal Balance of the Mortgage Loans in
Group II exceeds the percentage set out below with
respect to such Distribution Date:
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<PAGE>
DISTRIBUTION DATE (INCLUSIVE)
January 2004 and thereafter 14.00%
"GROUP II SUBSEQUENT MORTGAGE LOANS": The Mortgage Loans in
Group II sold to the Trust pursuant to Section 2.02 hereof, which shall be
listed on the Schedule of Mortgage Loans attached to the related Subsequent
Sales Agreement.
"GROUP II TRIGGER EVENT": With respect to Group II and any
Distribution Date after the Group II Stepdown Date, a Group II Trigger Event
exists if 2 times the quotient of:
(i) the Scheduled Principal Balances of all 60 or more
days Delinquent Mortgage Loans (including Mortgage
Loans subject to bankruptcy or foreclosure
proceedings and REO Property) in Group II and
(ii) the Assumed Principal Balances of Group II as of the
preceding Master Servicer Remittance Date
equals or exceeds 40.00%.
"INITIAL CAPITALIZED INTEREST AMOUNT": $1,344,000.
"INITIAL OPTIONAL TERMINATION DATE": The Distribution Date immediately
following the Due Period with respect to which the aggregate Assumed Principal
Balances is less than 10% of their aggregate Assumed Principal Balances as of
the Cut-Off Date.
"INTEREST CARRY FORWARD AMOUNT": As to any Class, the definition
therefor having the corresponding designation as such Class.
"INTEREST DETERMINATION DATE": With respect to the first Accrual Period
for the Group II Certificates, December 18, 2000, and with respect to any
subsequent Accrual Period for the Group II Certificates, the second London
Business Day preceding such Accrual Period.
"ISSUING REMIC": As described in the Preliminary Statement.
"LONDON BUSINESS DAY": A day on which banks are open for dealing in
foreign currency and exchange in London and New York City.
"LOWER TIER INTEREST": As described in the Preliminary Statement.
"MASTER SERVICER": Saxon Mortgage, Inc., a Virginia corporation, and
its successors and assigns in such capacity.
"MASTER SERVICER REMITTANCE DATE": The Business Day preceding each
Distribution Date.
"MASTER SERVICER REPORTING DATE": The opening of business on the third
Business Day preceding each Distribution Date.
"MASTER SERVICING FEE": As applicable, the Group I Master Servicing Fee
or the Group II Master Servicing Fee.
"MERITECH": Meritech Mortgage Services, Inc., a Texas corporation.
"MOODY'S": Moody's Investors Service, Inc., and its successors (99
Church Street, New York, New York 10007).
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<PAGE>
"MORTGAGE LOAN GROUP": Either Group I or Group II.
"MORTGAGE LOANS": The mortgage loans listed on Schedule I.
"NET RATE": As to each Mortgage Loan and Distribution Date, the related
Mortgage Interest Rate less the sum of the Group I or Group II Servicing Fee
Rate and the Group I or Group II Master Servicing Fee Rate, in each case, as
applicable, with respect to each Mortgage Loan.
"NET MAXIMUM MORTGAGE RATE": As to each Mortgage Loan in Group II, the
maximum lifetime mortgage interest rate payable on such Mortgage Loan, less the
Group II Servicing Fee Rate, the Group II Master Servicing Fee Rate, and the PMI
Premium Rate, if any, with respect to such Mortgage Loan.
"NOTICE ADDRESS": For purposes of Section 11.05 of the Standard Terms,
the addresses of the Depositor, the Master Servicer and the Trustee, are as
follows:
(i) If to the Depositor:
Saxon Asset Securities Company
4880 Cox Road
Glen Allen, Virginia 23060
(ii) If to the Master Servicer:
Saxon Mortgage, Inc.
4880 Cox Road
Glen Allen, Virginia 23060
Attn: Master Servicing
(iii) If to the Trustee:
Bankers Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705
Attention: Saxon 2000-4
"ONE MONTH LIBOR": As of any Interest Determination Date, the rate for
one-month U.S. dollar deposits which appears in the Telerate Page 3750, as of
11:00 a.m., London time, on such Interest Determination Date. If such rate does
not appear on Telerate Page 3750, the rate for that day will be determined on
the basis of the rates at which deposits in United States dollars are offered by
the Reference Banks at approximately 11:00 a.m., London time, on that day to
prime banks in the London interbank market for a period equal to the relevant
Accrual Period (commencing on the first day of such Accrual Period). The
Calculation Agent, as agent for the Master Servicer, will request the principal
London office of each of the Reference Banks to provide a quotation of its rate.
If at least two such quotations are provided, the rate for that day will be the
arithmetic-mean of the quotations. If fewer than two quotations are provided as
requested, the rate for that day will be the arithmetic-mean of the rates quoted
by major banks in New York City, selected by the Master Servicer, at
approximately 11:00 a.m., New York City time, on that day for loans in United
States dollars to leading European banks for a period equal to the relevant
Accrual Period (commencing on the first day of such Accrual Period). The
Calculation Agent, as agent for the Master Servicer, shall review Telerate Page
3750 as of the required time, make the required requests to the principal
offices of the Reference Banks and selections of major banks in New York City
and shall determine the rate which constitutes One Month LIBOR for each Interest
Determination Date.
"ORIGINAL PRE-FUNDED AMOUNT": $135,119,199.43.
"OVERFUNDED INTEREST AMOUNT": With respect to each Subsequent Sales
Date, the excess of:
(i) interest accruing from the related Subsequent Cut-Off Date to
the Distribution Date immediately following the last date on
which the Funding Period may then end on the aggregate
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<PAGE>
Scheduled Principal Balances of the Subsequent Mortgage Loans
acquired by the Trust on such Subsequent Transfer Date,
calculated at a rate equal to the weighted average of the
Pass-Through Rates on the related Group of Certificates over
(ii) interest accruing from such Subsequent Cut-Off Date to such
Distribution Date on the aggregate Scheduled Principal
Balances of the Subsequent Mortgage Loans acquired by the
Trust on such Subsequent Sales Date, calculated at the Assumed
Investment Rate.
"PASS-THROUGH RATE": Each of the Class AF-1 Pass-Through Rate, the
Class AF-2 Pass-Through Rate, the Class AF-3 Pass-Through Rate, the Class AF-4
Pass-Through Rate, the Class AF-5 Pass-Through Rate, the Class AF-6 Pass-Through
Rate, the Class MF-1 Pass-Through Rate, the Class MF-2 Pass-Through Rate, the
Class BF-1 Pass-Through Rate, the Class AV-1 Pass-Through Rate, the Class MV-1
Pass-Through Rate, the Class MV-2 Pass-Through Rate, the Class BV-1 Pass-Through
Rate and the Class A-I0 Pass-Through Rate.
"PAYING AGENT": Bankers Trust Company, a New York corporation, and its
successors and assigns in such capacity.
"POOLING REMIC": As described in the Preliminary Statement.
"PRE-FUNDED AMOUNT": As of any Distribution Date, the sum of the Group
I Pre-Funded Amount and the Group II Pre-Funded Amount.
"PRE-FUNDING ACCOUNT": The account created and maintained with the
Paying Agent by the Trust pursuant to Section 2.03.
"PRE-FUNDING ACCOUNT EARNINGS": With respect to each Distribution Date
to and including the date immediately preceding the Distribution Date
immediately following the end of the Funding Period, the actual interest and
investment earnings during the related Prepayment Period on the Pre-Funded
Amount as calculated by the Master Servicer (based on information supplied by
the Trustee) pursuant to Section 2.03(c) hereof.
"PREPAYMENT PENALTY": With respect to any Prepayment Period, any
prepayment premium, penalty or charge collected by the Master Servicer from a
mortgagor in connection with any voluntary principal prepayment pursuant to the
terms of the related mortgage note and held from time to time as a part of the
Trust Fund.
"PREPAYMENT PERIOD": With respect to any Distribution Date, the
calendar month preceding the calendar month in which such Distribution Date
occurs.
"PRIVATE CERTIFICATE": Any of the Class PF-1, Class PV-1, Class C and
Class R Certificates.
"PRIVATE SUBORDINATED CERTIFICATE": Any of the Class C and Class R
Certificates.
"PUBLIC SUBORDINATED CERTIFICATE": Any of the Class MF-1, Class MF-2,
Class BF-1, Class MV-1, Class MV-2 and Class BV-1 Certificates.
"RATING AGENCY": Each of Moody's and Fitch (or, if any such agency or a
successor is no longer in existence, such other nationally recognized
statistical rating agency, or other comparable Person, designated by the
Depositor, notice of which designation shall be given to the Trustee).
"REFERENCE BANKS": Leading banks selected by the Master Servicer and
engaged in transactions in U.S. dollar deposits in the London interbank market.
"REGULAR CERTIFICATES": Any of the Group I Certificates, Group II
Certificates, Class A-IO Certificates, Class PF-1 Certificates, Class PV-1
Certificates and Class C Certificates which represent the "Regular Interests" in
the Issuing REMIC for purposes of the REMIC Provisions.
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<PAGE>
"REMITTANCE DATE": With respect to each Servicing Agreement, the date
so specified therein which date shall in no case be later than the 21st of each
month, or if the 21st of any month does not fall on a Business Day, then the
Business Day immediately preceding the 21st.
"RESIDUAL CERTIFICATES": The Class R Certificates, which represent the
"residual interest" in the Pooling, Second-Tier and Issuing REMICs for purposes
of the REMIC Provisions.
"SALES AGREEMENT": The Sales Agreement dated December 1, 2000, between
the Depositor and SMI regarding the sale of the Mortgage Loans.
"SCHEDULED NOTIONAL AMOUNT": For each Distribution Date, the Scheduled
Notional Amount set forth in Schedule V for such Distribution Date.
"SECOND-TIER REMIC": As described in the Preliminary Statement.
"SERVICER": Meritech and its permitted successors and assigns.
"SERVICING AGREEMENT": The Servicing Agreement listed on Schedule III
hereto which shall be deemed to be a "Servicing Agreement" for purposes of the
Standard Terms.
"SERVICING FEE RATE": With respect to each Mortgage Loan, the Servicing
Rate specified on Schedule I.
"STATE": New York.
"SUBSEQUENT CUT-OFF DATE": The time and date specified in a Subsequent
Sales Agreement with respect to those Subsequent Mortgage Loans which are
transferred and assigned to the Trust pursuant to the related Subsequent Sales
Agreement.
"SUBSEQUENT MORTGAGE LOANS": The Group I Subsequent Mortgage Loans and
the Group II Subsequent Mortgage Loans.
"SUBSEQUENT SALES AGREEMENT": Each Subsequent Sales Agreement dated as
of a Subsequent Sales Date executed by the Master Servicer, the Seller and Saxon
Mortgage substantially in the form of Schedule IV hereto, by which Subsequent
Mortgage Loans are sold and assigned to the Trust.
"SUBSEQUENT SALES DATE": The date specified in each Subsequent Sales
Agreement which shall be a date no later than the end of the Prepayment Period
preceding the first Distribution Date after the end of the Funding Period.
"TAX MATTERS PERSON": Bankers Trust Company, a New York corporation,
and its successors and assigns in such capacity.
"TELERATE PAGE 3750" the display page currently so designated on the
Bridge Telerate Market Report (or such other page as may replace that page on
that service for the purpose of displaying comparable rates or prices).
"TRUST ESTATE": As defined in Section 2.01 hereof.
"TRUSTEE": Bankers Trust Company, a New York corporation, its successor
in interest or any successor trustee appointed in accordance with the Trust
Agreement.
"TRUSTEE FEE": The fee payable monthly to the Trustee by the Master
Servicer.
"UNDERWRITERS": Credit Suisse First Boston Corporation, Banc of America
Securities LLC, Chase Securities Inc. and Greenwich Capital Markets, Inc.
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<PAGE>
"UNDERWRITING AGREEMENT": The Underwriting Agreement dated December 15,
2000, between the Depositor and SMI and the Underwriters.
"VOTING RIGHTS": The voting rights of the trust will be allocated as
follows:
(i) 2% to the Class A-IO Certificates;
(ii) 96% to the Group I Certificates and Group II Certificates in
proportion to their respective outstanding certificate
principal balances; and
(iii) 1% to each of the Class C and Class R Certificates.
ARTICLE II
FORMATION OF TRUST; CONVEYANCE OF MORTGAGE LOANS
SECTION 2.01. CONVEYANCE OF MORTGAGE LOANS. To provide for the
distribution of the principal of and interest on the Certificates in accordance
with their terms, the distribution of all other sums distributable under the
Trust Agreement with respect to the Certificates and the performance of the
covenants contained in the Trust Agreement, the Depositor hereby bargains,
sells, conveys, assigns and transfers to the Trustee, in trust, without recourse
and for the exclusive benefit of the Certificateholders as their interests may
appear, all the Depositor's right, title and interest in and to any and all
benefits accruing to the Depositor from: (i) the Mortgage Loans, which the
Depositor is causing to be delivered to the Trustee (or the Custodian) herewith
(and all Qualified Substitute Mortgage Loans substituted therefor as provided by
Section 2.03 of the Standard Terms and pursuant to the terms of the Sales
Agreement), together in each case with the related Trustee Mortgage Loan Files
and the Depositor's interest in any Collateral that secured a Mortgage Loan but
that is acquired by foreclosure or deed-in-lieu of foreclosure after the Closing
Date, and all Monthly Payments due after the Cut-Off Date and all curtailments
or other principal prepayments received with respect to the Mortgage Loans paid
by the Borrower after the Cut-Off Date and proceeds of the conversion, voluntary
or involuntary, of the foregoing; (ii) the Subsequent Mortgage Loans (iii) the
Servicing Agreement; (iv) the Sales Agreement, except that the Depositor does
not assign to the Trustee any of its rights under Sections 9 and 12 of the Sales
Agreement; (v) the Asset Proceeds Account, the Pre-Funding Account and the
Capitalized Interest Account, whether in the form of cash, instruments,
securities or other properties; and (vi) all proceeds of any of the foregoing
(including, but not limited to, all proceeds of any mortgage insurance, hazard
insurance, or title insurance policy relating to the Mortgage Loans, cash
proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel
paper, checks, deposit accounts, rights to payment of any and every kind, and
other forms of obligations and receivables, which at any time constitute all or
part or are included in the proceeds of any of the foregoing) to pay the
Certificates as specified herein (items (i) through (vi) above, collectively,
the "Trust Estate").
The Trustee acknowledges the sales, assignments and pledges created by
the foregoing paragraphs, accepts the trust hereunder in accordance with the
provisions hereof and agrees to perform the duties set forth herein or required
by the Standard Terms to the end that the interests of the Certificateholders
may be adequately and effectively protected in accordance with the terms and
conditions of this Agreement.
By its execution of this Agreement, the Trustee acknowledges and
declares that it holds and will hold or has agreed to hold all documents
delivered to it from time to time with respect to the Mortgage Loans and all
assets included in the Trust Estate in trust for the exclusive use and benefit
of all present and future Certificateholders.
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<PAGE>
SECTION 2.02. PURCHASE OF SUBSEQUENT MORTGAGE LOANS.
(a) Subject to the satisfaction of the conditions set forth in
paragraph (b) below (based on the Master Servicer's review of such conditions)
in consideration of the delivery on a Subsequent Sales Date to or upon the order
of the Depositor of all or a portion of the Pre-Funded Amount, as the case may
be, the Depositor shall on such Subsequent Sales Date sell, transfer, assign,
set over and otherwise convey without recourse, to the Trust, and the Trustee
shall purchase on behalf of the Trust, all the Depositor's right, title and
interest in and to the Subsequent Mortgage Loans, together with the related
Trustee Mortgage Loan Files, covered by the Subsequent Sales Agreement delivered
on such date.
(b) The obligation of the Trust to acquire Subsequent Mortgage
Loans is subject to the satisfaction of each of the following conditions on or
prior to the related Subsequent Sales Date:
(i) the Depositor shall have delivered to the Trustee
with a copy to the Master Servicer a duly executed
written Subsequent Sales Agreement in substantially
the form of Schedule IV hereto, which shall include a
Schedule of Subsequent Mortgage Loans, and specifying
the amount to be withdrawn from the Pre-Funding
Account;
(ii) the remaining term to maturity of each Subsequent
Mortgage Loan may not exceed 30 years;
(iii) no Subsequent Mortgage Loan will have been selected
in a manner adverse to the interests of
Certificateholders;
(iv) the Trustee shall have received a letter from each
Rating Agency confirming that the addition of the
Subsequent Mortgage Loans will not result in the
reduction, qualification or withdrawal of the then
current ratings of the Certificates;
(v) no Subsequent Mortgage Loan may have a Loan-to-Value
Ratio greater than 100.00%;
(vi) each Subsequent Mortgage Loan will be underwritten in
accordance with the Depositor's underwriting
guidelines;
(vii) after giving effect to the acquisition of all the
Subsequent Mortgage Loans, the Mortgage Loans in
Group I (which shall all be fixed interest rate
Mortgage Loans):
(A) will have a weighted average Mortgage
Interest Rate of not less than 11.25% per
annum;
(B) the Mortgage Loans with a Combined Loan to
Value Ratio greater than 80.00% will not
exceed 38.00% of the aggregate Scheduled
Principal Balances of the Mortgage Loans and
the weighted average Combined Loan to Value
Ratio of the Mortgage Loans will not exceed
77.50%;
(C) may not exceed any of the following
restrictions:
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<PAGE>
<TABLE>
<CAPTION>
CATEGORIES OF RESTRICTION (BASED ON
MORTGAGE LOANS SCHEDULED PRINCIPAL BALANCES)
-------------- ----------------------------
<S> <C>
Mortgage Loans secured by investment
properties 5.00%
</TABLE>
(D) at least 54.00% of the Mortgage Loans (by
Scheduled Principal Balance) shall be
classified by Saxon Mortgage, Inc. as "A-"
or better and no more than 25.00% of the
Mortgage Loans (by Scheduled Principal
Balance) shall be classified by Saxon
Mortgage, Inc. as "C" or "D"; and
(E) an average Mortgage Loan balance of not more
than $84,000.
(viii) after giving effect to the acquisition of all the
Subsequent Mortgage Loans, the Mortgage Loans in
Group II (which shall all be first lien, ARM Loans):
(A) will have a weighted average Mortgage
Interest Rate of not less than 10.70% and a
weighted average margin of at least 6.00%;
(B) the Mortgage Loans with a Loan to Value
Ratio greater than 80% will not exceed
39.50% of the aggregate Scheduled Principal
Balances of the Mortgage Loans and the
weighted average Loan to Value Ratio of the
Mortgage Loans will not exceed 79.50%
(C) may not exceed any of the following
restrictions:
<TABLE>
<CAPTION>
CATEGORIES OF RESTRICTION (BASED ON
MORTGAGE LOANS SCHEDULED PRINCIPAL BALANCES)
-------------- ----------------------------
<S> <C>
Mortgage Loans secured by investment
properties 5.50%
</TABLE>
(D) at least 47.00% of the Mortgage Loans (by
Scheduled Principal Balance) shall be
classified by Saxon Mortgage, Inc. as "A-"
or better and no more than 22.00% of the
Mortgage Loans (by Scheduled Principal
Balance) shall be classified by Saxon
Mortgage, Inc. as "C" or "D"; and
(E) an average Mortgage Loan balance of not more
than $130,000.
For purposes of making all calculations required by
clauses (vii) and (viii), the Scheduled Principal
Balances of the Initial Mortgage Loans at the Cut-Off
Date and of the Subsequent Mortgage Loans as of their
respective Subsequent Cut-Off Dates shall be used.
(ix) the Depositor shall have provided the Master Servicer
and the Trustee any information reasonably requested
by any of them with respect to the Subsequent
Mortgage Loans then to be sold to the Trust;
(x) the Depositor shall have delivered to the Master
Servicer for deposit in the Master Servicer Custodial
Account all principal and interest due in respect of
such Subsequent Mortgage Loans after the related
Subsequent Cut-Off Date;
(xi) the Depositor shall have delivered to the Trustee,
the Underwriter and the Rating Agencies a letter from
an independent accountant stating whether or not the
characteristics of the Subsequent Mortgage Loans
conform to the characteristics of the Mortgage Loans
listed on Schedule I;
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<PAGE>
(xii) as of each Subsequent Sales Date, neither the
Depositor nor Saxon Mortgage shall be insolvent, nor
will either of them be made insolvent by such
transfer;
(xiii) the Funding Period shall not have ended; and
(xiv) the Depositor and Saxon Mortgage, Inc. each shall
have delivered to the Master Servicer and the Trustee
an Officer's certificate confirming the satisfaction
of each condition precedent specified in this
paragraph (b) and in the related Subsequent Sales
Agreement and opinions of counsel with respect to
corporate, bankruptcy and tax matters relating to the
transfer of Subsequent Mortgage Loans in the forms
substantially similar to those delivered on the
Closing Date.
(c) Pursuant to Section 2.03(b) hereof, the Trustee shall remit on
each Subsequent Sales Date to or upon the order of the Depositor from the
Pre-Funding Account the amount specified by the Master Servicer only upon the
Trustee's receipt of:
(i) a fully executed Subsequent Sales Agreement;
(ii) the two Officer's certificates required by Section
2.02(b)(xiv) hereof;
(iii) an Opinion or Opinions of Counsel from each of the
Depositor and Saxon Mortgage, Inc. required by
Section 2.02(b)(xiv);
(iv) a letter from each Rating Agency as required by
Section 2.02 (b)(iv);
(v) a letter from an independent accountant as required
by Section 2.02(b)(xi); and
(vi) the written instruction from the Master Servicer
setting forth the amounts to be paid as required by
Section 2.03(b) hereof. The Trustee may rely and
shall be protected in relying on all such Officer's
certificates as evidencing full compliance with all
conditions precedent specified in Section 2.02(b),
without any further duty of inquiry with respect
thereto.
(d) On each Subsequent Sales Date and on the Master Servicer
Reporting Date immediately following the end of the Funding Period, the Master
Servicer shall determine:
(i) the amount and correct disposition of the Pre-Funded
Amount and the amount remaining in the Capitalized
Interest Account and
(ii) any other necessary matters in connection with the
administration of the Pre-Funding Account and the
Capitalized Interest Account. With respect to each
Subsequent Sales Date, the Master Servicer shall
determine the Overfunded Interest Amount. If any
amounts are released as a result of an error in
calculation to the Holders or the Depositor from the
Pre-Funding Account or from the Capitalized Interest
Account, the Depositor shall immediately repay such
amounts to the Master Servicer.
SECTION 2.03. PRE-FUNDING ACCOUNT AND CAPITALIZED INTEREST ACCOUNT
(a) The Trustee shall establish and maintain the Pre-Funding
Account and the Capitalized Interest Account, each to be held in trust for the
benefit of the Certificateholders. Each of the Pre-Funding Account and the
Capitalized Interest Account shall be an Eligible Account. On the Closing Date,
the Depositor will cause to be deposited in the Pre-Funding Account the Original
Pre-Funded Amount and in the Capitalized Interest Account the Initial
Capitalized Interest Amount.
(b) On any Subsequent Sales Date, the Master Servicer shall
instruct the Trustee, with a copy to the Depositor,
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<PAGE>
(i) to withdraw from the Pre-Funded Amount in the
Pre-Funding Account an amount equal to 100% of the
aggregate Scheduled Principal Balances of the
Subsequent Mortgage Loans as of the applicable
Subsequent Cut-Off Date sold to the Trust on such
Subsequent Sales Date and
(ii) to pay such amounts to or upon the order of the
Depositor upon satisfaction of the conditions set
forth in Section 2.02(c) hereof with respect thereto.
In no event shall the Trustee withdraw from the
Pre-Funding Account an amount in excess of the
Original Pre-Funded Amount.
(c) On each Master Servicer Remittance Date to and including the
Master Servicer Remittance Date immediately following the end of the Funding
Period, the Master Servicer shall instruct the Paying Agent to transfer: (i) to
the Capitalized Interest Account from the Pre-Funding Account, the Pre-Funding
Account Earnings; and (ii) to the Asset Proceeds Account from the Capitalized
Interest Account, the Capitalized Interest Requirement.
(d) On each Subsequent Sales Date the Master Servicer shall
instruct the Trustee to distribute the Overfunded Interest Amount, if any, to
the Depositor. At the end of the Funding Period, all amounts, if any, remaining
in the Capitalized Interest Account shall be transferred to the Depositor and
the Capitalized Interest Account shall be closed.
(e) On the Master Servicer Remittance Date immediately following
the end of the Funding Period, the Master Servicer shall instruct the Trustee to
transfer the Pre-Funded Amount to the Asset Proceeds Account for distribution to
the Holders of the Certificates in accordance with Section 3.01(b) hereof.
(f) The Pre-Funding Account and the Capitalized Interest Account
shall not be assets of any REMIC created pursuant to this Agreement.
SECTION 2.04. GROUP II RESERVE FUND
(a) The depositor hereby directs the Trustee to execute and
deliver, on behalf of the Trust, the Cap Agreement and authorizes the Trustee to
perform its obligations thereunder on behalf of the Trust in accordance with the
terms of the Cap Agreement. On the Closing Date, the Trustee shall enter into
the Cap Agreement, on behalf of the Trust, with the Cap Provider and establish
and maintain in its name, in trust for the benefit of the holders of the Group
II Certificates, the Group II Reserve Fund. The Group II Reserve Fund shall be
an Eligible Account, and funds on deposit therein shall be held separate and
apart from, and shall not be commingled with, any other moneys, including
without limitation, other moneys held by the Trustee pursuant to this Agreement.
The Group II Reserve Fund shall be treated as an "outside reserve fund" under
applicable Treasury regulations and will not be part of any REMIC created
hereunder. For tax purposes, any investment earnings on the Group II Reserve
Fund will be treated as owned by the Master Servicer and will be taxable to the
Master Servicer. For tax purposes, distributions made to any outside reserve
fund under this document shall be treated as made to the owner of such fund.
(b) Funds on deposit in the Group II Reserve Fund shall be
invested in Permitted Investments. Any earnings on such amounts shall be for the
benefit of the Group II Certificateholders, and shall remain on deposit in the
Group II Reserve Fund for distribution pursuant to Section 3.03(i). The Master
Servicer shall be deemed the owner of the Group II Reserve Fund for federal tax
purposes only and shall direct the Trustee in writing as to the investment of
amounts on deposit therein.
(c) On each Distribution Date, the Trustee shall deposit into the
Group II Reserve Fund from amounts received in respect of the Cap Agreement an
amount equal to the product of (i) the excess, if any, of LIBOR over 6.97%, (ii)
the lesser of (A) the Scheduled Notional Amount and (B) the aggregate
certificate principal balance of the Group II Certificates and (iii) a fraction,
the numerator of which is the actual number of days elapsed from the previous
Distribution Date to but excluding the current Distribution Date (or, for the
first Distribution Date, the actual number of days elapsed from the Closing Date
to but excluding the first Distribution Date), and the denominator of which is
360. One each Distribution Date, the Trustee shall distribute any amounts
received on such Distribution Date in respect of the Cap Agreement in excess of
the amount described in the immediately preceding sentence directly to the
Master Servicer.
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<PAGE>
(d) On each Distribution Date the Trustee shall distribute amounts
on deposit in the Group II Reserve Fund in accordance with Section 3.03(i) of
this Agreement.
(e) On the Group II Reserve Fund Release Date, the Trustee shall
distribute amounts remaining on deposit in the Group II Reserve Fund to the
Master Servicer.
(f) Each holder of the Group II Certificates, by its acceptance of
the related Group II Certificate, acknowledges and agrees that it has no present
interest in the Group II Reserve Fund and the amounts on deposit or to be
deposited therein, but shall have only a contingent interest in related amounts
distributable on the Group II Certificates as provided in this Agreement. The
Depositor, the Seller and each Residual Certificateholder, by its acceptance of
the Class R Certificate, acknowledges and agrees that it has no interest in the
Group II Reserve Fund and the amounts on deposit or to be deposited therein.
ARTICLE III
REMITTING TO CERTIFICATEHOLDERS
SECTION 3.01. (RESERVED).
SECTION 3.02. (RESERVED).
SECTION 3.03. CERTIFICATE DISTRIBUTIONS.
(a) On each Distribution Date, the Trustee shall make the
following allocations from the Asset Proceeds Account of an amount equal to the
Group I Interest Funds in the following order of priority, and each such
allocation shall be made only after all preceding allocations shall have been
made until such amount shall have been fully allocated for such Distribution
Date:
(i) to the Group I Class A Certificates and the Class
A-IO-I Component, the Current Interest and any
Interest Carry Forward Amount for the Group I Class A
Certificates and the Class A-IO-I Component;
provided, however, if the Group I Interest Funds and
any amounts transferred from the Capitalized Interest
Account for the Group I Mortgage Loans are not
sufficient to make a full distribution of the Current
Interest and any Interest Carry Forward Amount with
respect to all the Group I Class A Certificates and
the Class A-IO-I Component, such amount will be
distributed pro rata among each Class of the Group I
Class A Certificates and the Class A-IO-I Component
based on the ratio of (x) the Current Interest and
Interest Carry Forward Amount for each Class of the
Group I Class A Certificates and the Class A-IO-I
Component to (y) the total amount of Current Interest
and any Interest Carry Forward Amount for the Group I
Class A Certificates and the Class A-IO-I Component;
(ii) to the Class MF-1 Certificates, the Class MF-1
Current Interest;
(iii) to the Class MF-2 Certificates, the Class MF-2
Current Interest;
(iv) to the Class BF-1 Certificates, the Class BF-1
Current Interest; and
(v) any remainder pursuant to Section 3.03(g) hereof.
(b) On each Distribution Date, the Trustee shall make the
following allocations from the Asset Proceeds Account of an amount equal to the
Group II Interest Funds in the following order of priority, and each such
allocation shall be made only after all preceding allocations shall have been
made until such amount shall have been fully allocated for such Distribution
Date:
(i) to the Group II Class A Certificates and the Class
A-IO-II Component, the Current Interest and any
Interest Carry Forward Amount for the Group II Class
A Certificates and the Class A-IO-II Component;
provided, however, if the Group II Interest Funds and
any amounts transferred from the Capitalized Interest
Account for the Group II Mortgage Loans are not
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sufficient to make a full distribution of the Current
Interest and any Interest Carry Forward Amount with
respect to the Group II Class A Certificates and the
Class A-IO-II Component, such amount will be
distributed pro rata among the Group II Class A
Certificates and the Class A-IO-II Component based on
the ratio of (x) the Current Interest and Interest
Carry Forward Amount for the Group II Class A
Certificates and the Class A-IO-II Component to (y)
the total amount of Current Interest and any Interest
Carry Forward Amount for the Group II Class A
Certificates and the Class A-IO-II Component;
(ii) to the Class MV-1 Certificates, the Class MV-1
Current Interest;
(iii) to the Class MV-2 Certificates, the Class MV-2
Current Interest;
(iv) to the Class BV-1 Certificates, the Class BV-1
Current Interest; and
(v) any remainder pursuant to Section 3.03(h) hereof.
(c) On each Distribution Date, the Trustee shall make the
following allocations from the Asset Proceeds Account of an amount equal to the
Group I Principal Distribution Amount in the following order of priority, and
each such allocation shall be made only after all preceding allocations shall
have been made until such amount shall have been fully allocated for such
Distribution Date:
(i) to the Group I Class A Certificates, the Group I
Class A Principal Distribution Amount to be
distributed as follows: (x) the Class AF-6 Principal
Distribution Amount to the Class AF-6 Certificates;
and (y) the balance of the Group I Class A Principal
Distribution Amount sequentially to the Class AF-1,
Class AF-2, Class AF-3, Class AF-4, Class AF-5 and
Class AF-6 Certificates so that no such distribution
pursuant to this clause (y) will be made to any such
Class until the Certificate Principal Balances of all
Group I Class A Certificates with a lower numeral
designation shall have been reduced to zero;
provided, however, that, on any Distribution Date on
which the Group I Class A Certificate Principal
Balance is equal to or greater than the Scheduled
Principal Balances of the Mortgage Loans in Group I,
the Group I Class A Principal Distribution Amount
will be distributed pro rata and not sequentially to
the Group I Class A Certificates;
(ii) to the Class MF-1 Certificates, the Group I Class
MF-1 Principal Distribution Amount, until the
Certificate Principal Balance thereof has been
reduced to zero;
(iii) to the Class MF-2 Certificates, the Group I Class
MF-2 Principal Distribution Amount, until the
Certificate Principal Balance thereof has been
reduced to zero;
(iv) to the Class BF-1 Certificates, the Group I Class
BF-1 Principal Distribution Amount, until the
Certificate Principal Balance thereof has been
reduced to zero;
(v) if a Group I Subordinated Trigger Event exists on
such Distribution Date, any remaining amounts,
sequentially, to the Class BF-1, Class MF-2 and Class
MF-1 Certificates, in that order;
(vi) to the Class PF-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero;
and
(vii) any remainder pursuant to Section 3.03(g) hereof;
provided, however, that, before the Group I Stepdown Date or if a Group I
Trigger Event is in effect on any Distribution Date:
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(a) the Group I Class A Principal Distribution Amount
shall equal the Group I Principal Distribution Amount
until the Certificate Principal Balance of the Group
I Class A Certificates has been reduced to zero;
(b) after the Certificate Principal Balance of the Group
I Class A Certificates has been reduced to zero, the
Group I Class MF-1 Principal Distribution Amount
shall equal the Group I Principal Distribution Amount
for such Distribution Date;
(c) after the Certificate Principal Balance of the Class
MF-1 Certificates has been reduced to zero, the Group
I Class MF-2 Principal Distribution Amount shall
equal the Group I Principal Distribution Amount for
such Distribution Date; and
(d) after the Certificate Principal Balance of the Class
MF-2 Certificates has been reduced to zero, the Group
I Class BF-1 Principal Distribution Amount shall
equal the Group I Principal Distribution Amount for
such Distribution Date.
(d) On each Distribution Date, the Trustee shall make the
following allocations from the Asset Proceeds Account of an amount equal to the
Group II Principal Distribution Amount in the following order of priority, and
each such allocation shall be made only after all preceding allocations shall
have been made until such amount shall have been fully allocated for such
Distribution Date:
(i) to the Group II Class A Certificates, the Group II
Class A Principal Distribution Amount, until the
Certificate Principal Balance of such Class has been
reduced to zero;
(ii) to the Class MV-1 Certificates, the Group II Class
MV-1 Principal Distribution Amount, until the
Certificate Principal Balance thereof has been
reduced to zero;
(iii) to the Class MV-2 Certificates, the Group II Class
MV-2 Principal Distribution Amount, until the
Certificate Principal Balance thereof has been
reduced to zero;
(iv) to the Class BV-1 Certificates, the Group II Class
BV-1 Principal Distribution Amount, until the
Certificate Principal Balance thereof has been
reduced to zero;
(v) if a Group II Subordinated Trigger Event exists on
such Distribution Date, any remaining amounts,
sequentially, to the Class BV-1, Class MV-2 and Class
MV-1 Certificates, in that order;
(vi) to the Class PV-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero;
and
(vii) any remainder pursuant to Section 3.03(h) hereof.
provided, however, that, before the Group II Stepdown Date or if a Group II
Trigger Event is in effect on any Distribution Date:
(a) the Group II Class A Principal Distribution Amount
shall equal the Group II Principal Distribution
Amount until the Certificate Principal Balance of the
Group II Class A Certificates has been reduced to
zero;
(b) after the Certificate Principal Balance of the Group
II Class A Certificates has been reduced to zero, the
Group II Class MV-1 Principal Distribution Amount
shall equal the Group II Principal Distribution
Amount for such Distribution Date;
(c) after the Certificate Principal Balance of the Class
MV-1 Certificates has been reduced to zero, the Group
II Class MV-2 Principal Distribution Amount shall
equal the Group II Principal Distribution Amount for
such Distribution Date; and
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(d) after the Certificate Principal Balance of the Class
MV-2 Certificates has been reduced to zero, the Group
II Class BV-1 Principal Distribution Amount shall
equal the Group II Principal Distribution Amount for
such Distribution Date.
(e) On each Distribution Date, the Trustee shall Distribute from
the Group I Pledged Prepayment Penalties for such Distribution Date amounts in
the following order of priority, and each such allocation shall be made only
after all preceding allocations shall have been made until such amount shall
have been fully allocated for such Distribution Date:
(i) pro rata, to the Class AF-1, Class AF-2, Class AF-3,
Class AF-4, Class AF-5 and Class AF-6 Certificates,
as follows:
(A) on any Distribution Date on or before the
last Distribution Date with respect to the
Class AF-1 Certificates, to the Class AF-1
Certificates the Class AF-1 Certificate
Carryover;
(B) on any Distribution Date on or before the
last Distribution Date with respect to the
Class AF-2 Certificates, to the Class AF-2
Certificates the Class AF-2 Certificate
Carryover;
(C) on any Distribution Date on or before the
last Distribution Date with respect to the
Class AF-3 Certificates, to the Class AF-3
Certificates the Class AF-3 Certificate
Carryover;
(D) on any Distribution Date on or before the
last Distribution Date with respect to the
Class AF-4 Certificates, to the Class AF-4
Certificates the Class AF-4 Certificate
Carryover;
(E) on any Distribution Date on or before the
last Distribution Date with respect to the
Class AF-5 Certificates, to the Class AF-5
Certificates the Class AF-5 Certificate
Carryover;
(F) on any Distribution Date on or before the
last Distribution Date with respect to the
Class AF-6 Certificates, to the Class AF-6
Certificates the Class AF-6 Certificate
Carryover;
(ii) on any Distribution Date on or before the last
Distribution Date with respect to the Class MF-1
Certificates, to the Class MF-1 Certificates the
Class MF-1 Certificate Carryover;
(iii) on any Distribution Date on or before the last
Distribution Date with respect to the Class MF-2
Certificates, to the Class MF-2 Certificates the
Class MF-2 Certificate Carryover;
(iv) on any Distribution Date on or before the last
Distribution Date with respect to the Class BF-1
Certificates, to the Class BF-1 Certificates the
Class BF-1 Certificate Carryover; and
(v) the remainder as Group I Net Pledged Prepayment
Penalties to be distributed pursuant to Section
3.03(g) hereof.
(f) On each Distribution Date, the Trustee shall Distribute the
Group II Pledged Prepayment Penalties for such Distribution Date amounts in the
following order of priority, and each such allocation shall be made only after
all preceding allocations shall have been made until such amount shall have seen
fully allocated for such Distribution Date:
(i) on any Distribution Date on or before the last
Distribution Date with respect to the Class AV-1
Certificates, to the Class AV-1 Certificates the
Class AV-1 Certificate Carryover;
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(ii) on any Distribution Date on or before the last
Distribution Date with respect to the Class MV-1
Certificates, to the Class MV-1 Certificates the
Class MV-1 Certificate Carryover;
(iii) on any Distribution Date on or before the last
Distribution Date with respect to the Class MV-2
Certificates, to the Class MV-2 Certificates the
Class MV-2 Certificate Carryover;
(iv) on any Distribution Date on or before the last
Distribution Date with respect to the Class BV-1
Certificates, to the Class BV-1 Certificates the
Class BV-1 Certificate Carryover;
(v) the remainder as Group II Net Pledged Prepayment
Penalties to be distributed pursuant to Section
3.03(h) hereof.
(g) On each Distribution Date, the Trustee shall make the
following allocations from the Asset Proceeds Account of the remainders pursuant
to Sections 3.03(a)(v) and 3.03(c)(vii) together with the Group I Net Pledged
Prepayment Penalties for such Distribution Date and, to the extent required to
make the allocations set forth below in clauses (iii), (v) and (vii) of this
Section 3.03(g), Section 3.03(h)(xii) hereof, in the following order of
priority, and each such allocation shall be made only after all preceding
allocations shall have been made until such remainders shall have been fully
allocated:
(i) the Group I Extra Principal Distribution Amount;
(ii) to the Class MF-1 Certificates, the Class MF-1
Interest Carry Forward Amount;
(iii) to the Class MF-1 Certificates, any class MF-1 Unpaid
Realized Loss Amount;
(iv) to the Class MF-2 Certificates, the Class MF-2
Interest Carry Forward Amount;
(v) to the Class MF-2 Certificates, any Class MF-2 Unpaid
Realized Loss Amount;
(vi) to the Class BF-1 Certificates, the Class BF-1
Interest Cary Forward Amount;
(vii) to the Class BF-1 Certificates, any Class BF-1 Unpaid
Realized Loss Amount;
(viii) to the extent required to make the allocations set
forth in clauses (iii), (v) and (vii) of Section
3.03(h) hereof, in that order, pursuant to Section
3.03(h) hereof; and
(ix) the remainder pursuant to Section 3.03(l) hereof.
(h) On each Distribution Date, the Trustee shall make the
following allocations from the Asset Proceeds Account of the remainders pursuant
to Sections 3.03(b)(v) and 3.03(d)(vii) together with the Group II Net Pledged
Prepayment Penalties for such Distribution Date and, to the extent required to
make the allocations set forth below in clauses (iii), (v) and (vii) of this
Section 3.03(h), Section 3.03(g)(viii) hereof in the following order of
priority, and each such allocation shall be made only after all preceding
allocations shall have been made until such remainders have been fully
allocated:
(i) the Group II Extra Principal Distribution Amount;
(ii) to the Class MV-1 Certificates, the Class MV-1
Interest Carry Forward Amount;
(iii) to the Class MV-1 Certificates, any Class MV-1 Unpaid
Realized Loss Amounts;
(iv) to the Class MV-2 Certificates, the Class MV-2
Interest Carry Forward Amount;
(v) to the Class MV-2 Certificates, any Class MV-2 Unpaid
Realized Loss Amounts;
(vi) to the Class BV-1 Certificates, the Class BV-1
Interest Carry Forward Amount;
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(vii) to the Class BV-1 Certificates, any Class BV-1 Unpaid
Realized Loss Amount;
(viii) on any Distribution Date on or before the last
Distribution Date with respect to the Class AV-1
Certificates, to the Class AV-1 Certificates, the
Class AV-1 Certificates Carryover remaining after the
distributions set forth in Section 3.03(f);
(ix) on any Distribution Date on or before the last
Distribution Date with respect to the Class MV-1
Certificates, to the Class MV-1 Certificates, the
Class MV-1 Certificates Carryover remaining after the
distributions set forth in Section 3.03(f);
(x) on any Distribution Date on or before the last
Distribution Date with respect to the Class MV-2
Certificates, to the Class MV-2 Certificates, the
Class MV-2 Certificates Carryover remaining after the
distributions set forth in Section 3.03(f);
(xi) on any Distribution Date on or before the last
Distribution Date with respect to the Class BV-1
Certificates, to the Class BV-1 Certificates, the
Class BV-1 Certificates Carryover remaining after the
distributions set forth in Section 3.03(f);
(xii) to the extent required to make the allocations set
forth in clauses (iii), (v) and (vii) of Section
3.03(g) hereof, in that order, pursuant to Section
3.03(g) hereof; and
(xiii) the remainder pursuant to Section 3.03(l) hereof.
(i) On each Distribution Date, the Trustee shall make the
following allocations from the Group II Reserve Fund in the following order of
priority, and such allocation shall be made only after all preceding allocations
shall have been made until such remainders have been fully allocated:
(i) to the Class AV-1 Certificates, any Class AV-I Unpaid
Realized Loss Amount;
(ii) to the Class MV-1 Certificates, any Class MV-1 Unpaid
Realized Loss Amount;
(iii) to the Class MV-2 Certificates, any Class MV-2 Unpaid
Realized Loss Amount;
(iv) to the Class BV-1 Certificates, any Class BV-1 Unpaid
Realized Loss Amount; and
(v) to the Master Servicer an amount equal to the excess
of any remaining amount over the Group II Specified
Reserve Fund Requirement for such Distribution Date.
(j) On each distribution date, the Trustee shall distribute an amount
equal to the Class PF-1 Prepayment Amount for such Distribution Date to the
Class PF-1 Certificates.
(k) On each distribution date, the Trustee shall distribute an amount
equal to the Class PV-1 Prepayment Amount for such Distribution Date to the
Class PV-1 Certificates.
(l) On each Distribution Date, the Trustee shall make the following
allocations from the Asset Proceeds Account of the remainders pursuant to
Section 3.03(g)(ix) and (h)(xiii) hereof in the following order of priority, and
each such allocation shall be made only after the preceding allocations shall
have been made until such remainders have been fully allocated:
(i) to the Class C Certificates, the Class C Distribution
Amount; and
(ii) to the Class R Certificates, the remainder.
(m) On each Distribution Date, the Trustee shall allocate any
excess of the Group I Certificate Principal Balance over the Scheduled Principal
Balances of the Mortgage Loans in Group I to reduce the Certificate Principal
Balances of the Group I Subordinated Certificates in the following order of
priority:
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(i) to the Class BF-1 Certificates until the Class BF-1
Certificate Principal Balance is reduced to zero;
(ii) to the Class MF-2 Certificates until the Class MF-2
Certificate Principal Balance is reduced to zero; and
(iii) to the Class MF-1 Certificates until the Class MF-1
Certificate Principal Balance is reduced to zero.
(n) On each Distribution Date, the Trustee shall allocate any
excess of the Group II Certificate Principal Balance over the Scheduled
Principal Balances of the Mortgage Loans in Group II to reduce the Certificate
Principal Balances of the Group II Subordinated Certificates in the following
order of priority:
(i) to the Class BV-1 Certificates until the Class BV-1
Certificate Principal Balance is reduced to zero;
(ii) to the Class MV-2 Certificates until the Class MV-2
Certificate Principal Balance is reduced to zero; and
(iii) to the Class MV-1 Certificates until the Class MV-1
Certificate Principal Balance is reduced to zero.
SECTION 3.04. REPORTS TO THE DEPOSITOR AND THE TRUSTEE:
On or before the Business Day preceding each Distribution Date, based
on information provided by the Servicer, the Master Servicer shall notify, or
cause to be notified, the Depositor and the Trustee of the following information
with respect to the next Distribution Date (which notification may be given by
facsimile, or by telephone promptly confirmed in writing):
(a) the aggregate amount then on deposit in the Asset Proceeds
Account and the source thereof (identified as interest, scheduled principal or
unscheduled principal);
(b) the amount of any Realized Losses, Applied Realized Loss
Amounts and Unpaid Realized Loss Amounts;
(c) the application of the amounts described in clauses (a) and
(b) on such Distribution Date in accordance with Section 3.03 hereof;
(d) whether a Group I or Group II Trigger Event or a Group I or
Group II Subordinated Trigger Event has occurred; and
(e) For each Distribution Date during the Funding Period,
(i) the Group I Pre-Funded Amount and the Group II
Pre-Funded Amount previously used to acquire
Subsequent Mortgage Loans,
(ii) the Group I Pre-Funding Account Earnings and the
Group II Pre-Funding Account Earnings transferred to
the Asset Proceeds Account,
(iii) the Group I Capitalized Interest Requirement and the
Group II Capitalized Interest Requirement transferred
to the Asset Proceeds Account; and
(iv) the Group I Pre-Funded Amount and the Group II
Pre-Funded Amount; and for the Distribution Dated
following the end of the Funding Period, the Group I
Pre-Funded Amount distributed as a part of a Group I
Principal Distribution and the Group II Pre-Funded
Amount distributed as a part of a Group II Principal
Distribution Amount.
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SECTION 3.05. REPORTS BY OR ON BEHALF OF THE MASTER SERVICER.
(a) On or before the Business Day preceding each Distribution
Date, based on information provided by the Servicer, the Master Servicer shall
report or cause to be reported in writing to the Depositor (in hard copy), each
Holder of a Certificate, the Underwriters and the Trustee and their designees
(designated in writing to the Master Servicer) and the Rating Agencies:
(i) with respect to each Class of Certificates (other
than Class C and Class R) (based on a Certificate in
the original principal amount of $1,000):
(a) the amount of the distributions on such
Distribution Date;
(b) the amount of such distribution allocable to
interest;
(c) the amount of such distributions allocable
to principal, separately identifying the aggregate amount of
any prepayments, Substitution Shortfalls, repurchase amounts
pursuant to Section 2.03 of the Standard Terms or other
recoveries of principal included therein, any Group I or Group
II Extra Principal Distribution Amount and any Class MF-1,
Class MF-2, Class BF-1, Class MV-1, Class MV-2 and Class BV-1
Applied Realized Loss Amount with respect to, and any Class
MF-1, Class MF-2, Class BF-1, Class MV-1, Class MV-2 and Class
BV-1 Unpaid Realized Loss Amount at, such Distribution Date;
(d) the principal balance after giving effect to
any distribution allocable to principal; and
(e) any Class AF-1, Class AF-2, Class AF-3,
Class AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2 and
Class BF-1 Interest Carry Forward Amount, any Class AV-1,
Class MV-1, Class MV-2 and Class BV-1 Interest Carry Forward
Amount or any Class AV-1, Class MV-1, Class MV-2 and Class
BV-1 Certificates Carryover ;
(ii) the Group I Net Rate and the Group II Net Rate;
(iii) the Realized Losses for Group I and Group II for the
period and since the Cut-Off Date;
(iv) the largest Mortgage Loan balance outstanding in each
Group;
(v) the balance of funds in the Group II Reserve Fund;
(vi) the Prepayment Penalties collected by the Servicer or
the Master Servicer;
(vii) the Servicing Fees and Master Servicing Fees
allocable to each Group;
(viii) One-Month LIBOR on the most recent Interest
Determination Date;
(ix) the Pass-Through Rates for the Group II Certificates
for the current Accrual Period and, if the
Pass-Through Rates for any Class of the Group I
Certificates for the current Accrual Period are based
on the Group I Net Rate (or Group II Net Rate, as
applicable), the Pass-Through Rates for the Group I
Certificates with respect to which the Group I Net
Rate (or Group II Net Rate, as applicable) applies;
and
(x) for each Distribution Date during the Funding Period,
the Pre-Funded Amount allocable to each Group.
(b) On each Distribution Date, based on information provided by
the Servicer, the Master Servicer will distribute or cause to be distributed to
the Depositor, each Holder, the Underwriters, the Rating Agencies and the
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Trustee, together with the information described in subsection (a) preceding,
the following information with respect to each Mortgage Loan Group in hard copy:
(i) the number and aggregate principal balances of
Mortgage Loans in each Group (a) 30-59 days
Delinquent, (b) 60-89 days Delinquent and (c) 90 or
more days Delinquent, as of the close of business as
of the end of the related prepayment period;
(ii) the percentage that each of the Scheduled Principal
Balances set forth pursuant to clauses (a), (b) and
(c) of paragraph (i) above represent with respect to
all Mortgage Loans in each Group;
(iii) the number and Scheduled Principal Balance of all
Mortgage Loans in each Group in foreclosure
proceedings as of the close of business as of the end
of the related Prepayment Period and in the
immediately preceding Prepayment Period;
(iv) the number of Mortgagors and the Scheduled Principal
Balances of Mortgage Loans in each Group involved in
bankruptcy proceedings as of the close of business as
of the end of the related Prepayment Period;
(v) the aggregate number and aggregate book value of any
REO Property in each Group as of the close of
business as of the end of the related Prepayment
Period; and
(vi) the number and amount by principal balance of 60+ Day
Delinquent Loans in each Group, in each case by
Servicer and as of the end of the related Prepayment
Period.
(c) All allocations made by the Trustee shall be based on
information the Trustee receives from the Master Servicer which the Trustee
shall be protected in relying on.
(d) At the request of any Holder of any Private Certificate and a
prospective purchaser of a Private Certificate designated by any such Holder,
the Master Servicer on behalf of the Depositor will furnish to such persons a
copy of the Confidential Private Placement Memorandum, prepared by the Depositor
with respect to the private offering of such Certificates and copies of the
reports required to be furnished to Certificateholders pursuant to Section 3.04
hereof for the preceding two years (or such shorter period commencing December
1, 2000) pursuant to Section 5.05 of the Standard Terms.
SECTION 3.06. ADVANCE FACILITY.
(a) The Servicer on behalf of the Trust Fund is hereby authorized
to enter into a facility with any Person which provides that such Person (an
"Advancing Servicer") may make all or a portion of the Advances to the Trust
Fund under this Agreement, although no such facility shall reduce or otherwise
affect the Servicer's obligations to fund such Advances. To the extent that an
Advancing Servicer makes all or a portion of any Advance and provides the
Trustee with notice acknowledged by the Servicer that such Advancing Servicer is
entitled to reimbursement, such Advancing Servicer shall be entitled to receive
reimbursement pursuant to this Agreement for such amount to the extent provided
in Section 3.06(b). Such notice from the Advancing Servicer must specify the
amount of the reimbursement and must specify which Section of this Agreement
permits the Advance to be reimbursed. The Trustee shall be entitled to rely
without independent investigation on the Advancing Servicer's statement with
respect to the amount of any reimbursement pursuant to this Section 3.06 and
with respect to the Advancing Servicer's statement with respect to the Section
of this Agreement permits the Advance to be reimbursed. An Advancing Servicer
whose obligations are limited to the making will not be deemed to be a
Sub-Servicer under this Agreement.
(b) If an advancing facility is entered into, then the Servicer
shall not be permitted to reimburse itself therefor under Section 3.01(c) of the
Standard Terms prior to the remittance to the Trust Fund, but instead the
Servicer shall include such amounts in the applicable remittance to the Trustee
made pursuant to Section 3.02(a) of the Standard Terms. The Trustee is hereby
authorized to pay to the Advancing Servicer, reimbursements for Advances from
the Asset Proceeds Account to the same extent (except as provided below) the
Servicer would have been permitted to reimburse itself for such Advances in
accordance with Section 3.01(c) of the Standard Terms had the Servicer itself
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funded such Advance. An Advancing Servicer is NOT entitled to be reimbursed by
the Trustee from the Asset Proceeds Account for any reimbursed Advances from
funds held in the Asset Proceeds Account for future distribution pursuant to
Section 3.04 of the Standard Terms. The Trustee is hereby authorized to pay
directly to the Advancing Servicer such portion of the Servicing Fee as the
parties to any advancing facility agree.
(c) All Advances made pursuant to the terms of this Agreement
shall be deemed made and shall be reimbursed on a "first-in-first out" (FIFO)
basis; except to the extent that the Trustee is acting as Successor Servicer its
Advances shall be reimbursed first.
ARTICLE IV
THE CERTIFICATES
SECTION 4.01. THE CERTIFICATES.
The Certificates shall be designated generally as the Mortgage Loan
Asset Backed Certificates, Series 2000-4. The aggregate principal amount of
Certificates that may be executed and delivered under this Agreement is limited
to $460,000,000, except for Certificates executed and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Certificates pursuant to Sections 5.04 or 5.06 of the Standard Terms. The
following table sets forth the Classes of Certificates, the initial Certificate
Principal Balance for each such Class and the CUSIP number for each Class:
INITIAL CERTIFICATE
PRINCIPAL BALANCE
CLASS CUSIP
GROUP I - FIXED RATE MORTGAGE LOANS
AF-1 $44,600,000 805564HC8
AF-2 $37,000,000 805564HD6
AF-3 $16,600,000 805564HE4
AF-4 $28,800,000 805564HF1
AF-5 $14,350,000 805564HG9
AF-6 $15,700,000 805564HH7
MF-1 $10,800,000 805564HJ3
MF-2 $ 7,650,000 805564HK0
BF-1 $ 4,500,000 805564HL8
PF-1 $ 50
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INITIAL CERTIFICATE
PRINCIPAL BALANCE
CLASS CUSIP
GROUP II - ADJUSTABLE RATE MORTGAGE LOANS
AV-1 $233,100,000 805564HM6
MV-1 $ 22,400,000 805564HN4
MV-2 $ 15,400,000 805564HR5
BV-1 $ 9,100,000 805564HP9
PV-1 $ 50
A-IO (1) 805564HQ7
C (2)
R (3)
---------------------
(1) The Class A-IO-I Certificates have no stated principal balance and are
not entitled to any scheduled distributions of principal.
(2) The Class C Certificates have no stated principal balance or
Pass-Through Rate and are entitled to receive the Class C Distribution
Amount.
(3) The Class R Certificates have no stated principal balance or
Pass-Through Rate and are not entitled to any scheduled distributions
of principal or interest.
SECTION 4.02. DENOMINATIONS.
The Book-Entry Certificates shall be registered as one or more
certificates in the name of the Clearing Agency or its nominee. Beneficial
interests in the Book-Entry Certificates shall be held by the Beneficial Owners
thereof through the book-entry facilities of the Clearing Agency as described
herein, in minimum denominations of $1,000 and integral multiples of $1,000 in
excess thereof in the case of the Public Certificates. So long as the Private
Certificates are Book-Entry Certificates, each Person which becomes a Beneficial
Owner of Private Certificates will be deemed to make the representations and
agreements set forth in the form of Rule 144A Agreement-QIB Certification
attached as Exhibit D to the Standard Terms, and to indemnify the Depositor, the
Trustee and the Master Servicer against any liability that may result if any
transfer of a Private Certificate by such person is not exempt from registration
under the Securities Act and all applicable state securities laws or is not made
in accordance with such federal and state laws. The Class C and Class R
Certificates shall be issued in certificated, fully-registered form in minimum
Percentage Interests of 25% and integral multiples of 1% in excess thereof,
except that two Class R Certificates may be issued in different denominations.
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 5.01. REQUEST FOR OPINIONS.
(a) The Depositor and the Master Servicer hereby request and
authorize McGuireWoods LLP, as their counsel in this transaction, to issue on
behalf of the Depositor and the Master Servicer such legal opinions to the
Trustee and each Rating Agency as may be (i) required by any and all documents,
certificates or agreements executed in connection with the Trust or (ii)
requested by the Trustee, any Rating Agency or their respective counsels.
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(b) The Trustee hereby requests and authorizes its counsel to
issue on behalf of the Trustee such legal opinions to the Depositor, the Master
Servicer, and each Rating Agency as may be required by any and all documents,
certificates or agreements executed in connection with the establishment of the
Trust and the issuance of the Certificates.
SECTION 5.02. FORM OF CERTIFICATES; SCHEDULES AND EXHIBITS; GOVERNING
LAW.
(a) The Certificates shall be substantially in the respective
forms set forth in the Exhibits hereto. All Certificates shall be dated the date
of their execution.
(b) Each of the Schedules and Exhibits attached hereto or
referenced herein is incorporated herein by reference as contemplated by the
Standard Terms.
(c) In accordance with Section 11.04 of the Standard Terms, this
Agreement shall be construed in accordance with and governed by the laws of the
State, without regard to any conflicts of laws principles thereof.
(d) Notwithstanding Section 5.05(a) of the Standard Terms, Class C
and Class R Certificates shall only be transferable to an affiliate of the
Depositor or a Qualified Institutional Buyer.
SECTION 5.03. OPTIONAL TERMINATION.
(a) On any Master Servicer Remittance Date on or after the Initial
Optional Termination Date, the Master Servicer may determine to purchase and may
cause the purchase from the Trust of all (but not fewer than all) Mortgage Loans
and all property theretofore acquired in respect of any Mortgage Loan by
foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the
Trust Estate at a price equal to 100% of the aggregate Scheduled Principal
Balances of the Mortgage Loans (including any REO Property) as of the day of
purchase minus amounts remitted from the Master Servicer Custodial Account to
the Asset Proceeds Account representing collections of principal on the Mortgage
Loans during the current Remittance Period, plus one month's interest on such
amount, plus in all cases all accrued and unpaid Servicing Fees and Master
Servicing Fees plus the aggregate amount of any unreimbursed Advances and any
Advances which the Servicer or the Master Servicer has theretofore failed to
remit; but in any event such purchase amount shall be sufficient to retire all
Group I and Group II Certificates in full. In connection with such purchase, the
Master Servicer shall remit to the Trustee all amounts then on deposit in the
Master Servicer Custodial Account for deposit to the Asset Proceeds Account,
which deposit shall be deemed to have occurred immediately preceding such
purchase.
(b) The Master Servicer shall direct the Trustee to adopt and the
Trustee shall adopt, as to each REMIC established hereunder, a plan of complete
liquidation as contemplated by Section 860F(a)(4) of the Code and as prepared by
the Master Servicer, and shall provide to the Trustee an Opinion of Counsel
experienced in federal income tax matters acceptable to the Trustee to the
effect that such purchase and liquidation constitutes, as to each REMIC, a
Qualified Liquidation. In addition, the Master Servicer shall provide to the
Trustee an Opinion of Counsel acceptable to the Trustee to the effect that such
purchase and liquidation does not constitute a preference payment pursuant to
the United States Bankruptcy Code.
(c) Promptly following any purchase described in this Section
5.04, the Trustee will release the Trustee Mortgage Loan File to the Master
Servicer or otherwise upon its order.
SECTION 5.04. MASTER SERVICER; CERTIFICATE REGISTRAR, PAYING AGENT AND
CALCULATION AGENT
(a) Saxon Mortgage, Inc. is hereby appointed as Master Servicer
hereunder.
(b) Bankers Trust Company is hereby appointed as Certificate
Registrar, Paying Agent, and Calculation Agent. As Calculation Agent, Bankers
Trust Company will be responsible for calculating and distributing to holders of
Certificates on a timely basis all amounts of principal and interest on each
Distribution Date and for (i) preparing and distributing on a timely basis all
related payment distribution statements to Holders of Certificates, (ii)
preparing and filing on a timely basis with the Securities and Exchange
Commission all required reports under the Securities Exchange Act of 1934
relating to the Trust and (iii) preparing and distributing on a timely basis all
reports required by Sections 3.04 and 3.05 of this Agreement. The Master
Servicer can remove the Calculation Agent upon 30 days written notice.
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(c) In the event that the Person serving as Trustee hereunder is
also serving as the Certificate Registrar, Paying Agent and Calculation Agent,
the rights, powers, immunities and indemnities afforded to the Trustee hereunder
shall also be afforded to such Certificate Registrar, Paying Agent and
Calculation Agent.
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IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee
have caused this Agreement to be duly executed by their respective officers
thereunto duly authorized and their respective signatures duly attested all as
of December 1, 2000.
SAXON ASSET SECURITIES COMPANY
By: /s/ BRADLEY D. ADAMS
--------------------------------------
Bradley D. Adams, Senior Vice President
SAXON MORTGAGE, INC.
as Master Servicer
By: /s/ BRADLEY D. ADAMS
--------------------------------------
Bradley D. Adams, Senior Vice President
BANKERS TRUST COMPANY
as Trustee
By: /s/ JAMES F. NORIEGA
--------------------------------------
James F. Noriega, Associate
<PAGE>
CITY OF RICHMOND )
) ss.:
COMMONWEALTH OF VIRGINIA )
The foregoing instrument was acknowledged before me December 20, 2000,
by Bradley D. Adams, Senior Vice President of Saxon Asset Securities Company, a
Virginia corporation, on behalf of the corporation.
/S/ PATSY K. CHILDRESS
-------------------------------------------
Notary Public
My Commission expires: February 28, 2003
-----------------
2
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CITY OF RICHMOND )
) ss.:
COMMONWEALTH OF VIRGINIA )
The foregoing instrument was acknowledged before me on December 20,
2000, by Bradley D. Adams, Senior Vice President of Saxon Mortgage, Inc., a
Virginia corporation, on behalf of the corporation.
/S/ PATSY K. CHILDRESS
-------------------------------------------
Notary Public
My Commission expires: February 28, 2003
-----------------
3
<PAGE>
)
) ss.:
STATE OF CALIFORNIA )
The foregoing instrument was acknowledged before me December 18, 2000,
by James F. Noriega, Associate of Bankers Trust Company, a New York corporation,
on behalf of the bank.
/S/ LILLIAN FAKHR
-------------------------------------------
Notary Public
My Commission expires: December 25, 2002
-----------------
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Schedule I
MORTGAGE LOANS
A. Group I Mortgage Loans.
B. Group II Mortgage Loans.
5
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Schedule II
SALES AGREEMENT
6
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Schedule III
SERVICING AGREEMENT
7
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Schedule IV
FORM OF SUBSEQUENT SALES AGREEMENT
8
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Schedule V
SCHEDULED NOTIONAL AMOUNTS
Scheduled Notional Amounts
for Group II Cap Agreement
Effective Date: December 20, 2000
Distribution Date New Schedule
25-Jan-2001 280,000,000
25-Feb-2001 278,658,302
25-Mar-2001 276,785,960
25-Apr-2001 274,558,313
25-May-2001 271,978,257
25-Jun-2001 269,049,985
25-Jul-2001 265,779,188
25-Aug-2001 262,172,866
25-Sep-2001 258,239,239
25-Oct-2001 253,988,203
25-Nov-2001 249,430,829
25-Dec-2001 244,579,392
25-Jan-2002 239,446,798
25-Feb-2002 234,041,330
25-Mar-2002 228,393,788
25-Apr-2002 222,514,061
25-May-2002 216,416,697
25-Jun-2002 210,126,395
25-Jul-2002 203,659,969
25-Aug-2002 197,037,811
9
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25-Sep-2002 190,298,076
25-Oct-2002 183,686,247
25-Nov-2002 177,217,082
25-Dec-2002 170,895,392
25-Jan-2003 164,799,191
25-Feb-2003 76,260,073
25-Mar-2003 73,535,972
25-Apr-2003 70,908,858
25-May-2003 68,375,287
25-Jun-2003 65,931,937
25-Jul-2003 63,575,603
5-Aug-2003 61,303,193
5-Sep-2003 59,111,727
5-Oct-2003 56,998,327
5-Nov-2003 54,960,221
5-Dec-2003 52,998,697
5-Jan-2004 51,106,950
N.B.: The payment will be remitted to the trust 3 business days in advance of
the payment date.
10
