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PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV,
Depositor
BNC MORTGAGE INC.,
Originator
NC CAPITAL CORPORATION,
Originator
LITTON LOAN SERVICING LP,
Servicer
and
THE CHASE MANHATTAN BANK,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of May 1, 2000
Home Equity Asset Backed Certificates, Series 2000-HE-1
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<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms...............................................
Section 1.02 Accounting..................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans................................
Section 2.02 Acceptance by Trustee.......................................
Section 2.03 [Reserved]..................................................
Section 2.04 Representations and Warranties of the Originators;
Remedies for Breaches and Document Defects..................
Section 2.05 Representations, Warranties and Covenants of the
Servicer....................................................
Section 2.06 Representations and Warranties of the Depositor.............
Section 2.07 Issuance of Certificates and the REMIC Regular
Interests...................................................
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE TRUST FUND
Section 3.01 Servicer to Act as Servicer.................................
Section 3.02 Collection of Mortgage Loan Payments........................
Section 3.03 Realization Upon Defaulted Mortgage Loans...................
Section 3.04 Collection Account and Distribution Account.................
Section 3.05 Permitted Withdrawals From the Collection Account...........
Section 3.06 Establishment of Escrow Accounts; Deposits in
Escrow Accounts.............................................
Section 3.07 Permitted Withdrawals From Escrow Account...................
Section 3.08 Payment of Taxes, Insurance and Other Charges...............
Section 3.09 Transfer of Accounts........................................
Section 3.10 Maintenance of Hazard Insurance.............................
Section 3.11 Maintenance of Mortgage Impairment Insurance
Policy......................................................
Section 3.12 Fidelity Bond, Errors and Omissions Insurance...............
Section 3.13 Title, Management and Disposition of REO Property...........
Section 3.14 Due-on-Sale Clauses; Assumption and Substitution
Agreements..................................................
Section 3.15 [Reserved]..................................................
Section 3.16 Optional Purchases of Mortgage Loans by Servicer............
Section 3.17 Trustee to Cooperate; Release of Files......................
Section 3.18 Servicing Compensation......................................
Section 3.19 Annual Statement as to Compliance...........................
Section 3.20 Annual Independent Certified Public Accountants'
Reports.....................................................
Section 3.21 Access to Certain Documentation and Information
Regarding the Mortgage Loans................................
Section 3.22 [Reserved]..................................................
Section 3.23 Obligations of the Servicer in Respect of
Compensating Interest.......................................
Section 3.24 Obligations of the Servicer in Respect of Mortgage
Interest Rates and Monthly Payments.........................
Section 3.25 Investment of Funds in the Collection Account and
the Distribution Account....................................
Section 3.26 Liability of Servicer; Indemnification......................
Section 3.27 Reports of Foreclosure and Abandonment of
Mortgaged Properties........................................
ARTICLE IV
FLOW OF FUNDS
Section 4.01 Interest Distributions......................................
Section 4.02 Distributions of Principal and Monthly Excess
Cashflow Amounts............................................
Section 4.03 Allocation of Losses........................................
Section 4.04 Method of Distribution......................................
Section 4.05 Distributions on Book-Entry Certificates....................
Section 4.06 Statements..................................................
Section 4.07 Remittance Reports; Advances................................
Section 4.08 REMIC Distributions.........................................
Section 4.09 Class BB Reserve Fund.......................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates............................................
Section 5.02 Registration of Transfer and Exchange of
Certificates................................................
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates...........
Section 5.04 Persons Deemed Owners.......................................
Section 5.05 Appointment of Paying Agent.................................
ARTICLE VI
THE SERVICER AND THE DEPOSITOR
Section 6.01 Liability of the Servicer and the Depositor.................
Section 6.02 Merger or Consolidation of, or Assumption of the
Obligations of the Servicer or the Depositor................
Section 6.03 Limitation on Liability of the Servicer and Others..........
Section 6.04 Servicer Not to Resign......................................
Section 6.05 Delegation of Duties........................................
ARTICLE VII
DEFAULT
Section 7.01 Servicer Events of Termination..............................
Section 7.02 Trustee to Act; Appointment of Successor....................
Section 7.03 Waiver of Defaults..........................................
Section 7.04 Notification to Certificateholders..........................
Section 7.05 Survivability of Servicer Liabilities.......................
ARTICLE VIII
THE TRUSTEE
Section 8.01 Duties of Trustee...........................................
Section 8.02 Certain Matters Affecting the Trustee.......................
Section 8.03 Trustee Not Liable for Certificates or Mortgage
Loans.......................................................
Section 8.04 Trustee May Own Certificates................................
Section 8.05 Trustee Fees and Expenses...................................
Section 8.06 Eligibility Requirements for Trustee........................
Section 8.07 Resignation or Removal of Trustee...........................
Section 8.08 Successor Trustee...........................................
Section 8.09 Merger or Consolidation of Trustee..........................
Section 8.10 Appointment of Co-Trustee or Separate Trustee...............
Section 8.11 Limitation of Liability.....................................
Section 8.12 Trustee May Enforce Claims Without Possession of
Certificates................................................
Section 8.13 Suits for Enforcement.......................................
Section 8.14 Waiver of Bond Requirement..................................
Section 8.15 Waiver of Inventory, Accounting and Appraisal
Requirement.................................................
ARTICLE IX
REMIC ADMINISTRATION
Section 9.01 REMIC Administration........................................
Section 9.02 Prohibited Transactions and Activities......................
Section 9.03 Indemnification with Respect to Certain Taxes and
Loss of REMIC Status........................................
Section 9.04 REO Property................................................
ARTICLE X
TERMINATION
Section 10.01 Termination....................................................
Section 10.02 Additional Termination Requirements............................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment......................................................
Section 11.02 Recordation of Agreement; Counterparts.........................
Section 11.03 Limitation on Rights of Certificateholders.....................
Section 11.04 Governing Law; Jurisdiction....................................
Section 11.05 Notices........................................................
Section 11.06 Severability of Provisions....................................
Section 11.07 Article and Section References.................................
Section 11.08 Notice to the Rating Agencies..................................
Section 11.09 Further Assurances.............................................
Section 11.10 Benefits of Agreement..........................................
Section 11.11 .Acts of Certificateholders....................................
Section 11.12 Third Party Beneficiary........................................
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EXHIBITS:
Exhibit A-1 Form of Class A-1 Certificates
Exhibit A-2 Form of Class A-2 Certificates
Exhibit A-3 Form of Class A-3 Certificates
Exhibit A-4 Form of Class A-4 Certificates
Exhibit A-5 Form of Class A-5 Certificates
Exhibit B Form of Class B Certificates
Exhibit C-1 Form of Class R Certificates
Exhibit C-2 Form of Class M-1 Certificates
Exhibit C-3 Form of Class M-2 Certificates
Exhibit C-4 Form of Class X Certificates
Exhibit C-5 Form of Class BB Certificates
Exhibit D-1 Mortgage Loan Schedule of BNC Mortgage Loans
Exhibit D-2 Mortgage Loan Schedule of New Century Mortgage Loans
Exhibit E Form of Request for Release
Exhibit F-1 Form of Initial Certification
Exhibit F-2 Form of Final Certification
Exhibit F-3 Form of Receipt of Mortgage Note
Exhibit G Originator Mortgage Loan Purchase Agreements
Exhibit H [Reserved]
Exhibit I Form of ERISA Representation
Exhibit J Form of Investment Letter
Exhibit K Form of Class R Certificate Transfer Affidavit
Exhibit L Form of Transferor Certificate
Exhibit M-1 Prepayment Penalties for New Century Mortgage Loans
Exhibit M-2 Prepayment Penalties for BNC Mortgage Loans
Exhibit N Depository Agreement
Exhibit O [Reserved]
Exhibit P Monthly Information Provided by Servicer
Exhibit Q Officer's Certificate with Respect to Prepayments
<PAGE>
This Pooling and Servicing Agreement is dated as of May 1, 2000
("Agreement"), among PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV, as
depositor (the "Depositor"), BNC MORTGAGE INC., as an originator ("BNC"), NC
CAPITAL CORPORATION, as an originator ("New Century," and together with BNC, the
"Originators"), LITTON LOAN SERVICING LP, as servicer (the "Servicer"), and THE
CHASE MANHATTAN BANK, as trustee (the "Trustee").
PRELIMINARY STATEMENT
The Depositor intends to sell pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Trust Fund created hereunder. The Certificates will consist of eleven
classes of Certificates, designated as (i) the Class A-1, Class A-2, Class A-3,
Class A-4 and Class A-5 Certificates, (ii) the Class M-1 and Class M-2
Certificates, (iii) the Class B Certificates, (iv) the Class BB Certificates,
(v) the Class X Certificates and (vi) the Class R Certificates.
As provided herein, the Trustee shall elect to treat portions of the
Trust Fund for federal income tax purposes as five separate real estate mortgage
investment conduits (each a "REMIC" or, in the alternative, "REMIC 1," "REMIC
2," "REMIC 3," "REMIC 4" and "REMIC 5," respectively). The Class T5-A1 Interest,
the Class A-2, Class A-3, Class A-4, Class A-5, Class M-1, Class M-2 and Class B
Certificates and the Class T5-4, Class T5-5, Class T5-6, Class T5-7, Class
T5-A1-IO, Class T5-A2-IO, Class T5-A3-IO, Class T5-A4-IO, Class T5-A5-IO, Class
T5-M1-IO, Class T5-M2-IO and Class T5-B-IO Interests (such interests, the "REMIC
5 Components") represent all of the "regular interests" in REMIC 5. The Class
A-1 Certificates represent beneficial ownership of the Class T5-A1 Interest and
the right to receive LIBOR Carryover Amounts. The Class BB and Class X
Certificates represent beneficial ownership of the Class X/BB Interest, which
represents the REMIC 5 Components collectively, subject to the obligation to pay
LIBOR Carryover Amounts. Each of the Class R-1, Class R-2, Class R-3, Class R-4
and Class R-5 Interests represents the sole class of "residual interest" in
REMIC 1, REMIC 2, REMIC 3, REMIC 4 and REMIC 5, respectively, for purposes of
the REMIC Provisions. There are two classes of uncertificated REMIC 1 Regular
Interests (the Class T1-1 and Class T1-2 Interests), four classes of
uncertificated REMIC 2 Regular Interests (the Class T2-1, Class T2-2, Class T2-3
and Class T2-4 Interests), seven classes of uncertificated REMIC 3 Regular
Interests (the Class T3-1, Class T3-2, Class T3-3, Class T3-4, Class T3-5, Class
T3-6 and Class T3-7 Interests), and twelve classes of uncertificated REMIC 4
Regular Interests (the Class T4-A1, Class T4-A2, Class T4-A3, Class T4-A4, Class
T4-A5, Class T4-M1, Class T4-M2, Class T4-B, Class T4-4, Class T4-5, Class T4-6
and Class T4-7 Interests). Each of the foregoing classes (other than the Class
BB and Class X Certificates and the Class X/BB Interest and the interest of the
Class A-1 Certificates in the Class T5-A1 Interest) is a "REMIC Regular
Interest." The REMIC 1 Regular Interests will be held as assets of REMIC 2, the
REMIC 2 Regular Interests will be held as assets of REMIC 3, the REMIC 3 Regular
Interests will be held as assets of REMIC 4, and the REMIC 4 Regular Interests
will be held as assets of REMIC 5. The portion of the Trust Fund consisting of
(i) the Class T5-A1 Interest and the rights of the Class A-1 Certificates to
receive LIBOR Carryover Amounts, which are beneficially owned by the holders of
the Class A-1 Certificates, and (ii) the REMIC 5 Components and the Class X/BB
Interest, which are beneficially owned by the holder of the Class BB and Class X
Certificates, will be treated as a grantor trust for federal income tax
purposes. If the Class BB and Class X Certificates are beneficially owned by
different Persons, they will be treated as interests in a partnership that holds
the Class X/BB Interest for federal income tax purposes, as described in Section
9.01(m). The "latest possible maturity date" for federal income tax purposes of
all REMIC Regular Interests created hereby will be the Distribution Date in
February, 2030.
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The following table sets forth (or describes) the Class designation,
Pass-Through Rate and approximate Original Class Certificate Principal Balance
or Original Class BB Amount, for each Class of Certificates comprising the
interests in the Trust Fund created hereunder:
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Original Class
Certificate
Principal or Class Pass-Through Assumed Final
Class BB Amount Rate Distribution Dates
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A-1 $86,000,000 (1) February 25, 2021
A-2 $42,857,815 8.270%(2) June 25, 2027
A-3 $17,000,000 8.580%(3) January 25, 2029
A-4 $10,000,000 8.870%(4) February 25, 2030
A-5 $21,021,742 8.320%(5) September 25, 2029
M-1 $10,478,647 8.830%(6) February 25, 2030
M-2 $ 7,335,053 9.270%(7) February 25, 2030
B $ 6,287,188 9.500%(8) February 25, 2030
BB $9,630,000(9)(10) 8.000% February 25, 2030
X (10) N/A February 25, 2030
R N/A N/A N/A
Total $200,980,445
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(1) Interest will accrue on the Class A-1 Certificates during each Interest
Accrual Period at a rate equal to the lesser of: (i) the Class A-1
Pass-Through Rate and (ii) the applicable Maximum Rate for such
Distribution Date; provided, however, that interest on the Class A-1
Certificates will not accrue at a rate in excess of 11.00% per annum.
(2) Interest will accrue on the Class A-2 Certificates at a rate equal to the
Class A-2 Pass-Through Rate.
(3) Interest will accrue on the Class A-3 Certificates at a rate equal to the
lesser of: (i) the Class A-3 Pass-Through Rate and (ii) the applicable
Maximum Rate for such Distribution Date.
(4) Interest will accrue on the Class A-4 Certificates at a rate equal to the
lesser of: (i) the Class A-4 Pass-Through Rate and (ii) the applicable
Maximum Rate for such Distribution Date.
(5) Interest will accrue on the Class A-5 Certificates at a rate equal to the
lesser of: (i) the Class A-5 Pass-Through Rate and (ii) the applicable
Maximum Rate for such Distribution Date.
(6) Interest will accrue on the Class M-1 Certificates at a rate equal to the
lesser of: (i) the Class M-1 Pass-Through Rate and (ii) the applicable
Maximum Rate for such Distribution Date.
(7) Interest will accrue on the Class M-2 Certificates at a rate equal to the
lesser of: (i) the Class M-2 Pass-Through Rate and (ii) the applicable
Maximum Rate for such Distribution Date.
(8) Interest will accrue on the Class B Certificates at a rate equal to the
lesser of: (i) the Class B Pass-Through Rate and (ii) the applicable
Maximum Rate for such Distribution Date.
(9) Class BB Amount.
(10) The Class BB and Class X Certificates, collectively, represent the
beneficial ownership of the Class X/BB Interest, which represents the
Class T5-4, Class T5-5, Class T5-6, Class T5-7, Class T5-A1-IO, Class
T5-A2-IO, Class T5-A3-IO, Class T5-A4-IO, Class T5-A5-IO, Class T5-M1-IO,
Class T5-M2-IO and Class T5-B-IO Interests.
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Agreement or in the Preliminary Statement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article. Unless otherwise specified, interest on
the Class A-2, Class A-3, Class M-1, Class M-2, Class B and Class BB
Certificates and on the other REMIC Regular Interests (other than the Class
T5-A1 Interest) will be calculated on the basis of a 360-day year consisting of
twelve 30-day months. Interest on the Class A-1 Certificates and the Class T5-A1
Interest will be calculated on the basis of the actual number of days in the
related Interest Accrual Period and a 360-day year, except that the Maximum Rate
is calculated on the basis of a 360-day year consisting of twelve 30-day months
and converted to an annual rate for each month based on the actual number of
days in such month.
"1933 Act": The Securities Act of 1933, as amended.
"60+ Day Delinquent Loan": Each Mortgage Loan with respect to which
any portion of a Monthly Payment is, as of the last day of the prior Collection
Period, two months or more past due (without giving effect to any grace period),
each Mortgage Loan in foreclosure, all REO Property and each Mortgage Loan for
which the Mortgagor has filed for bankruptcy after the Closing Date.
"Account": Any of the Collection Account, and Distribution
Account.
"Accrued Certificate Interest": With respect to each Distribution
Date and Class of Certificates, an amount equal to the interest accrued at the
applicable rate set forth or described opposite such Class in the table in the
Preliminary Statement during the related Interest Accrual Period on the
Certificate Principal Balance (or Class BB Amount) of such Class of
Certificates, reduced by such Class's Interest Percentage of Relief Act Interest
Shortfalls for such Distribution Date.
"Advance": As to any Mortgage Loan, any advance made by the Servicer
in respect of any Distribution Date pursuant to Section 4.07.
"Adverse REMIC Event": As defined in Section 9.01(f) hereof.
"Affiliate": With respect to any Person, any other Person
controlling, controlled by or under common control with such Person. For
purposes of this definition, "control" means the power to direct the management
and policies of a Person, directly or indirectly, whether through ownership of
voting securities, by contract or otherwise and "controlling" and "controlled"
shall have meanings correlative to the foregoing.
"Aggregate Net Interest Amount": As of any Distribution Date, the
aggregate of the Net Interest Amount for such Distribution Date for all the
Mortgage Loans.
"Agreement": This Pooling and Servicing Agreement and all amendments
and supplements hereto.
"Applicable Regulations": As to any Mortgage Loan, all federal,
state and local laws, statutes, rules and regulations applicable thereto.
"Applied Realized Loss Amount": With respect to each Distribution
Date, the excess, if any, of (a) the aggregate of the Certificate Principal
Balances of the Certificates (after giving effect to all distributions on such
Distribution Date) over (b) the Pool Balance as of the end of the related
Collection Period.
"Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form, which is sufficient under the laws of
the jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage.
"Assumed Final Distribution Date": As to each Class of Certificates,
the date set forth as such in the Preliminary Statement.
"Available Funds": As to any Distribution Date, an amount equal to
the excess of (i) the sum of (a) the aggregate of the Monthly Payments due on
the related Due Date and received by the Trustee one Business Day prior to the
related Distribution Date, (b) Liquidation Proceeds, Insurance Proceeds,
Principal Prepayments, Substitution Adjustment Amounts, the Purchase Price for
any repurchased Mortgage Loan, the Termination Price with respect to the
termination of the Trust pursuant to Section 10.01 hereof and other unscheduled
recoveries of principal and interest (excluding prepayment penalties) in respect
of the Mortgage Loans during the related Prepayment Period, (c) the aggregate of
any amounts received in respect of an REO Property withdrawn from any REO
Account and deposited in the Collection Account for such Distribution Date, (d)
any Compensating Interest for such Distribution Date, and (e) the aggregate of
any Advances made by the Servicer for such Distribution Date over (ii) the sum
of (a) amounts reimbursable or payable to the Servicer pursuant to Section 3.05,
(b) Stayed Funds, (c) the Servicing Fee and (d) amounts deposited in the
Collection Account or the Distribution Account, as the case may be, in error.
"Balloon Mortgage Loan": A Mortgage Loan that provides for the
payment of the unamortized principal balance of such Mortgage Loan in a single
payment at the maturity of such Mortgage Loan that is substantially greater than
the preceding monthly payment.
"Balloon Payment": A payment of the unamortized principal balance of
a Mortgage Loan in a single payment at the maturity of such Mortgage Loan that
is substantially greater than the preceding Monthly Payment.
"Bankruptcy Code": Title 11 of the United States Code, as amended.
"BNC Mortgage Loan Purchase Agreement": The Mortgage Loan Purchase
and Warranties Agreement, dated as of February 1, 2000 between the Transferor
and BNC Mortgage Inc., as amended or supplemented from time to time, pursuant to
which the Transferor purchased the BNC Mortgage Loans.
"BNC Mortgage Loans": The Mortgage Loans listed on Exhibit D-1
hereto.
"Book-Entry Certificates": Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the ownership of which
is reflected on the books of the Depository or on the books of a Person
maintaining an account with the Depository (directly, as a "Depository
Participant," or indirectly, as an indirect participant in accordance with the
rules of the Depository and as described in Section 5.02 hereof). On the Closing
Date, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class M-1,
Class M-2 and Class B Certificates shall be Book-Entry Certificates.
"Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in the State of Delaware, the State of New York, the
State of Texas or in the city in which the Corporate Trust Office of the Trustee
is located are authorized or obligated by law or executive order to be closed.
"Certificate": Any Regular Certificate or Class R Certificate.
"Certificate Custodian": Initially, The Chase Manhattan Bank;
thereafter any other Certificate Custodian acceptable to the Depository and
selected by the Trustee.
"Certificate Owner": With respect to each Book-Entry Certificate,
any beneficial owner thereof.
"Certificate Principal Balance": With respect to any Class of
Certificates (other than the Class BB, Class X and Class R Certificates) and any
Distribution Date, will be equal to the Original Class Certificate Principal
Balance reduced by the sum of (i) all amounts actually distributed in respect of
principal to such Class on all prior Distribution Dates and (ii) Applied
Realized Loss Amounts allocated thereto. The Class BB, Class X and Class R
Certificates do not have a Certificate Principal Balance.
"Certificate Register" and "Certificate Registrar": The register
maintained and registrar appointed pursuant to Section 5.02 hereof.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, except that a
Disqualified Organization or non-U.S. Person shall not be a Holder of a Class R
Certificate for any purpose hereof.
"Class": Collectively, Certificates which have the same priority of
payment and bear the same class designation and the form of which is identical
except for variation in the Percentage Interest evidenced thereby.
"Class A Certificate": Any one of the Certificates with an "A"
designated on the face thereof substantially in the form annexed hereto as
Exhibits A-1, A-2, A-3, A-4 and A-5, executed by the Trustee on behalf of the
Trust and authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein and therein.
"Class A Certificateholders": Collectively, the Holders of the Class
A Certificates.
"Class A Interest Carry Forward Amount": For any Distribution Date,
the sum of the Interest Carry Forward Amount for the Class A-1, Class A-2, Class
A-3, Class A-4 and Class A-5 Certificates for such Distribution Date.
"Class A Principal Distribution Amount": As of any Distribution Date
(a) with respect to which a Trigger Event is in effect, the lesser of (i) 100%
of the Principal Distribution Amount and (ii) the sum of the Certificate
Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4 and Class
A-5 Certificates and (b) as long as a Trigger Event is not in effect, the excess
of (x) the sum of the Certificate Principal Balances of the Class A-1, Class
A-2, Class A-3, Class A-4 and Class A-5 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 68.80% and (ii)
the Pool Balance as of the last day of the related Collection Period and (B) the
Pool Balance as of the last day of the related Collection Period minus the
product of (i) 0.50% and (ii) the Pool Balance on the Closing Date.
"Class A-1 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.15% per annum, and (ii) following the
Optional Termination Date, 0.30% per annum.
"Class A-1 Pass-Through Rate": For any Distribution Date, LIBOR as
of the related LIBOR Determination Date, plus the Class A-1 Certificate Margin.
"Class A-2 Pass-Through Rate": For each Distribution Date (i) on or
prior to the Optional Termination Date, 8.270% per annum, and (ii) following the
Optional Termination Date, 8.770% per annum.
"Class A-3 Pass-Through Rate": For each Distribution Date (i) on or
prior to the Optional Termination Date, 8.580% per annum, and (ii) following the
Optional Termination Date, 9.080% per annum.
"Class A-4 Pass-Through Rate": For each Distribution Date (i) on or
prior to the Optional Termination Date, 8.870% per annum, and (ii) following the
Optional Termination Date, 9.370% per annum.
"Class A-5 Lockout Distribution Amount": For each Distribution Date,
the product of: (i) the applicable Class A-5 Lockout Percentage for such
Distribution Date and (ii) the Class A-5 Lockout Pro Rata Distribution Amount
for such distribution date.
"Class A-5 Lockout Percentage": For each Distribution Date, the
following:
DISTRIBUTION DATES LOCKOUT PERCENTAGE
June 2000 - May 2003 0%
June 2003 - May 2005 45%
June 2005 - May 2006 80%
June 2006 - May 2007 100%
June 2007 and thereafter 300%
"Class A-5 Lockout Pro Rata Distribution Amount": For each
Distribution Date, an amount equal to the product of (i) a fraction, (A) the
numerator of which is the Certificate Principal Balance of the Class A-5
Certificates immediately prior to such Distribution Date and (B) the denominator
of which is the aggregate Certificate Principal Balance of all the Class A
Certificates immediately prior to such Distribution Date and (ii) the Principal
Distribution Amount for such Distribution Date.
"Class A-5 Pass-Through Rate": For each Distribution Date (i) on or
prior to the Optional Termination Date, 8.320% per annum, and (ii) following the
Optional Termination Date, 8.820% per annum.
"Class B Applied Realized Loss Amount": As to the Class B
Certificates and as of any Distribution Date, the lesser of (x) the Certificate
Principal Balance thereof (after taking into account the distribution of the
Principal Distribution Amount on such Distribution Date, but prior to the
application of the Applied Realized Loss Amount, if any, on such Distribution
Date) and (y) the Applied Realized Loss Amount as of such Distribution Date.
"Class B Certificate": Any one of the Certificates with a "B"
designated on the face thereof substantially in the form annexed hereto as
Exhibit B, executed by the Trustee on behalf of the Trust and authenticated and
delivered by the Trustee, representing the right to distributions as set forth
herein and therein.
"Class B Certificateholder": Any Holder of a Class B Certificate.
"Class B Pass-Through Rate": For each Distribution Date (i) on or
prior to the Optional Termination Date, 9.500%, per annum, and (ii) following
the Optional Termination Date, 10.000% per annum.
"Class B Principal Distribution Amount": As of any Distribution Date
as long as a Trigger Event is not in effect, the excess of (x) the sum of (i)
the sum of the Certificate Principal Balances of the Class A-1, Class A-2, Class
A-3, Class A-4 and Class A-5 Certificates (after taking into account the payment
of the Class A Principal Distribution Amount on such Distribution Date), (ii)
the Certificate Principal Balance of the Class M-1 Certificates (after taking
into account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), and (iv) the Certificate
Principal Balance of the Class B Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 91.80% and (ii)
the Pool Balance as of the last day of the related Collection Period and (B) the
Pool Balance as of the last day of the related Collection Period minus the
product of 0.50% and the Pool Balance on the Closing Date.
"Class B Realized Loss Amortization Amount": As to the Class B
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class B Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum
of the amounts described in Section 4.02(b)(i) through (xi) hereof, in each case
for such Distribution Date.
"Class BB Amount": On any Distribution Date, with respect to the
Class BB Certificates, an amount equal to the Original Class BB Amount reduced
by the aggregate distributions made to the Class BB Certificates pursuant to
Section 4.02(b)(xv)(B).
"Class BB Certificate": Any one of the Certificates with a "BB"
designated on the face thereof substantially in the form annexed hereto as
Exhibit C-5, executed by the Trustee on behalf of the Trust and authenticated
and delivered by the Trustee, representing the right to distributions as set
forth herein and therein.
"Class BB Reserve Fund": The separate account, held in trust,
created and maintained by the Trustee pursuant to Section 4.09 in the name of
the Trustee for the benefit of the Class BB Certificateholders and designated
"The Chase Manhattan Bank in trust for registered Holders of PaineWebber
Mortgage Acceptance IV Home Equity Asset Backed Certificates, Series 2000-HE-1,
Class BB." The amount to be deposited into the Class BB Reserve Fund on the
Closing Date shall be $90,000. The Class BB Reserve Fund will not be an asset of
any of the REMICs comprising the Trust Fund, but will be beneficially owned by
the beneficial owner of the Class X Certificates for federal income tax
purposes.
"Class M Certificate": Any one of the Certificates with a "M"
designated on the face thereof substantially in the form annexed hereto as
Exhibits C-2 and C-3, executed by the Trustee on behalf of the Trust and
authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein and therein.
"Class M-1 Applied Realized Loss Amount": As to the Class M-1
Certificates and as of any Distribution Date, the lesser of (x) the Certificate
Principal Balance thereof (after taking into account the distribution of the
Principal Distribution Amount on such Distribution Date, but prior to the
application of the Class M-1 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the excess of (i) the Applied Realized Loss Amount as
of such Distribution Date over (ii) the sum of the Class M-2 Applied Realized
Loss Amount and the Class B Applied Realized Loss Amount, in each case as of
such Distribution Date.
"Class M-1 Pass-Through Rate": For each Distribution Date (i) on or
prior to the Optional Termination Date, 8.830%, per annum, and (ii) following
the Optional Termination Date, 9.330% per annum.
"Class M-1 Principal Distribution Amount": As of any Distribution
Date as long as a Trigger Event is not in effect, the excess of (x) the sum of
(i) the Certificate Principal Balances of the Class A-1, Class A-2, Class A-3,
Class A-4 and Class A-5 Certificates (after taking into account the payment of
the Class A Principal Distribution Amount on such Distribution Date) and (ii)
the Certificate Principal Balance of the Class M-1 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
78.80% and (ii) the Pool Balance as of the last day of the related Collection
Period and (B) the Pool Balance as of the last day of the related Collection
Period minus the product of 0.50% and the Pool Balance on the Closing Date.
"Class M-1 Realized Loss Amortization Amount": As to the Class M-1
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-1 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum
of the amounts described in Section 4.02(b)(i) through (v) hereof, in each case
for such Distribution Date.
"Class M-2 Applied Realized Loss Amount": As to the Class M-2
Certificates and as of any Distribution Date, the lesser of (x) the Certificate
Principal Balance thereof (after taking into account the distribution of the
Principal Distribution Amount on such Distribution Date, but prior to the
application of the Class M-2 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the excess of (i) the related Applied Realized Loss
Amount as of such Distribution Date over (ii) the Class B Applied Realized Loss
Amount as of such Distribution Date.
"Class M-2 Pass-Through Rate": For each Distribution Date (i) on or
prior to the Optional Termination Date, 9.270%, per annum, and (ii) following
the Optional Termination Date, 9.770% per annum.
"Class M-2 Principal Distribution Amount": As of any Distribution
Date as long as a Trigger Event is not in effect, the excess of (x) the sum of
(i) the Certificate Principal Balances of the Class A-1, Class A-2, Class A-3,
Class A-4 and Class A-5 Certificates (after taking into account the payment of
the Class A Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date) and (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 85.80% and (ii) the Pool Balance as of the last day of
the related Collection Period and (B) the Pool Balance as of the last day of the
related Collection Period minus the product of 0.50% and the Pool Balance on the
Closing Date.
"Class M-2 Realized Loss Amortization Amount": As to the Class M-2
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-2 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum
of the amounts described in Section 4.02(b)(i) through (viii) hereof, in each
case for such Distribution Date.
"Class R Certificate": The Class R Certificate executed by the
Trustee on behalf of the Trust, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit C-1
and evidencing the ownership of the Residual Interest. The Class R Certificate
represents the ownership of the Class R-1 Interest, Class R-2 Interest, Class
R-3 Interest, Class R-4 Interest and Class R-5 Interest.
"Class R-1 Interest": The uncertificated residual interest in REMIC
1.
"Class R-2 Interest": The uncertificated residual interest in REMIC
2.
"Class R-3 Interest": The uncertificated residual interest in REMIC
3.
"Class R-4 Interest": The uncertificated residual interest in REMIC
4.
"Class R-5 Interest": The uncertificated residual interest in REMIC
5.
"Class T1-1 Interest": A regular interest in REMIC 1 that is held as
an asset of REMIC 2 and has a principal balance equal to the Class T1-1
Principal Amount and bears interest at the REMIC 1 Pass-Through Rate.
"Class T1-1 Principal Amount": As of any Distribution Date, after
the application of principal payments and Applied Realized Loss Amounts, an
amount equal to (a) the Pool Balance minus (b) the Class T1-2 Principal Amount.
"Class T1-2 Interest": A regular interest in REMIC 1 that is held as
an asset of REMIC 2 and has a principal balance equal to the Class T1-2
Principal Amount and bears interest at the Class T1-2 Pass-Through Rate.
"Class T1-2 Pass-Through Rate": A per annum rate equal to (a) 0%
until the Certificate Principal Balances of the Class A, Class M and Class B
Certificates have been reduced to zero and (b) the Weighted Average Net Mortgage
Rate thereafter.
"Class T1-2 Principal Amount": As of any Distribution Date, after
the application of principal payments and Applied Realized Loss Amounts, an
amount equal to (a) the Initial Overcollateralization Amount minus (b) the sum
of (i) any Overcollateralization Release Amounts distributed and (ii) Realized
Losses allocated to the Class T1-2 Interest as set forth in Section 4.08(e). The
Class T1-2 Principal Amount equals the Remaining Initial Overcollateralization
Amount.
"Class T2-1 Interest": A regular interest in REMIC 2 that is held as
an asset of REMIC 3 and has a principal balance equal to the Class T2-1
Principal Amount and bears interest at the REMIC 2 Pass-Through Rate.
"Class T2-1 Principal Amount": As of any Distribution Date, after
the application of principal payments and Applied Realized Loss Amounts, an
amount equal to 98% of (a) the Pool Balance minus (b) the Class T1-2 Principal
Amount.
"Class T2-2 Interest": A regular interest in REMIC 2 that is held as
an asset of REMIC 3 and has a principal balance equal to the Class T2-2
Principal Amount and bears interest at the REMIC 2 Pass-Through Rate.
"Class T2-2 Principal Amount": As of any Distribution Date, after
the application of principal payments and Applied Realized Loss Amounts, an
amount equal to 1% of the excess of (a) the excess of (i) the Pool Balance over
(ii) the Class T1-2 Principal Amount over (b) the Subsequent
Overcollateralization Amount.
"Class T2-3 Interest": A regular interest in REMIC 2 that is held as
an asset of REMIC 3 and has a principal balance equal to the Class T2-3
Principal Amount and bears interest at the REMIC 2 Pass-Through Rate.
"Class T2-3 Principal Amount": As of any Distribution Date, after
the application of principal payments and Applied Realized Loss Amounts, an
amount equal to 1% of the sum of (a) excess of (i) the Pool Balance over (ii)
the Class T1-2 Principal Amount and (b) the Subsequent Overcollateralization
Amount.
"Class T2-4 Interest": A regular interest in REMIC 2 that is held as
an asset of REMIC 3 and has a principal balance equal to the Class T1-2
Principal Amount and bears interest at the Class T1-2 Pass-Through Rate.
"Class T3-1 Interest": A regular interest in REMIC 3 that is held as
an asset of REMIC 4 and has a principal balance equal to the Class T2-1
Principal Amount and bears interest at the REMIC 3 Pass-Through Rate.
"Class T3-2 Interest": A regular interest in REMIC 3 that is held as
an asset of REMIC 4 and has a principal balance equal to the Class T2-2
Principal Amount and bears interest at the REMIC 3 Pass-Through Rate.
"Class T3-3 Interest": A regular interest in REMIC 3 that is held as
an asset of REMIC 4 and has a principal balance equal to the Class T2-3
Principal Amount and bears interest at the REMIC 3 Pass-Through Rate.
"Class T3-4 Interest": A regular interest in REMIC 3 that is held as
an asset of REMIC 4 and has a principal balance equal to the Class T2-4
Principal Amount and bears interest at the Class T1-2 Pass-Through Rate.
"Class T3-5 Interest": A regular interest in REMIC 3 that is held as
an asset of REMIC 4 and has a notional balance equal to the Class T2-1 Principal
Amount and bears interest at (a) the REMIC 2 Pass-Through Rate minus (b) the
REMIC 3 Pass-Through Rate.
"Class T3-6 Interest": A regular interest in REMIC 3 that is held as
an asset of REMIC 4 and has a notional balance equal to the Class T2-2 Principal
Amount and bears interest at (a) the REMIC 2 Pass-Through Rate minus (b) the
REMIC 3 Pass-Through Rate.
"Class T3-7 Interest": A regular interest in REMIC 3 that is held as
an asset of REMIC 4 and has a notional balance equal to the Class T2-3 Principal
Amount and bears interest at (a) the REMIC 2 Pass-Through Rate minus (b) the
REMIC 3 Pass-Through Rate.
"Class T4-4 Interest": A regular interest in REMIC 4 that is held as
an asset of REMIC 5 and has a principal balance equal to the Class T1-2
Principal Amount and bears interest at the Class T1-2 Pass-Through Rate.
"Class T4-5 Interest": A regular interest in REMIC 4 that is held as
an asset of REMIC 5 and has a notional balance equal to the Class T2-1 Principal
Amount and is entitled to all interest distributions on the Class T3-5 Interest.
"Class T4-6 Interest": A regular interest in REMIC 4 that is held as
an asset of REMIC 5 and has a notional balance equal to the Class T2-2 Principal
Amount and is entitled to all interest distributions on the Class T3-6 Interest.
"Class T4-7 Interest": A regular interest in REMIC 4 that is held as
an asset of REMIC 5 and has a notional balance equal to the Class T2-3 Principal
Amount and is entitled to all interest distributions on the Class T3-7 Interest.
"Class T4-A1 Interest": A regular interest in REMIC 4 that is held
as an asset of REMIC 5 and has a principal balance equal to the Certificate
Principal Balance of the Class A-1 Certificates and bears interest at the REMIC
1 Pass-Through Rate.
"Class T4-A2 Interest": A regular interest in REMIC 4 that is held
as an asset of REMIC 5 and has a principal balance equal to the Certificate
Principal Balance of the Class A-2 Certificates and bears interest at the REMIC
1 Pass-Through Rate.
"Class T4-A3 Interest": A regular interest in REMIC 4 that is held
as an asset of REMIC 5 and has a principal balance equal to the Certificate
Principal Balance of the Class A-3 Certificates and bears interest at the REMIC
1 Pass-Through Rate.
"Class T4-A4 Interest": A regular interest in REMIC 4 that is held
as an asset of REMIC 5 and has a principal balance equal to the Certificate
Principal Balance of the Class A-4 Certificates and bears interest at the REMIC
1 Pass-Through Rate.
"Class T4-A5 Interest": A regular interest in REMIC 4 that is held
as an asset of REMIC 5 and has a principal balance equal to the Certificate
Principal Balance of the Class A-5 Certificates and bears interest at the REMIC
1 Pass-Through Rate.
"Class T4-B Interest": A regular interest in REMIC 4 that is held as
an asset of REMIC 5 and has a principal balance equal to the Certificate
Principal Balance of the Class B Certificates and bears interest at the REMIC 1
Pass-Through Rate.
"Class T4-M1 Interest": A regular interest in REMIC 4 that is held
as an asset of REMIC 5 and has a principal balance equal to the Certificate
Principal Balance of the Class M-1 Certificates and bears interest at the REMIC
1 Pass-Through Rate.
"Class T4-M2 Interest": A regular interest in REMIC 4 that is held
as an asset of REMIC 5 and has a principal balance equal to the Certificate
Principal Balance of the Class M-2 Certificates and bears interest at the REMIC
1 Pass-Through Rate.
"Class T5-4 Interest": A regular interest in REMIC 5, beneficial
ownership of which is represented by the Class X/BB Interest, that has a
principal balance equal to the Class T1-2 Principal Amount and bears interest at
the Class T1-2 Pass-Through Rate.
"Class T5-5 Interest": A regular interest in REMIC 5, beneficial
ownership of which is represented by the Class X/BB Interest, that has a
notional balance equal to the Class T2-1 Principal Amount and is entitled to all
interest distributions on the Class T4-5 Interest.
"Class T5-6 Interest": A regular interest in REMIC 5, beneficial
ownership of which is represented by the Class X/BB Interest, that has a
notional balance equal to the Class T2-2 Principal Amount and is entitled to all
interest distributions on the Class T4-6 Interest.
"Class T5-7 Interest": A regular interest in REMIC 5, which is
represented by the Class X/BB Interest, that has a notional balance equal to the
Class T2-3 Principal Amount and is entitled to all interest distributions on the
Class T4-7 Interest.
"Class T5-A1 Interest": A regular interest in REMIC 5, beneficial
ownership of which is represented by the Class A-1 Certificates, that has a
principal balance equal to the Certificate Principal Balance of the Class A-1
Certificates and bears interest at the lesser of the Class A-1 Pass-Through Rate
and the Maximum Rate.
"Class T5-A1-IO Interest": A regular interest in REMIC 5, beneficial
ownership of which is represented by the Class X/BB Interest, that has a
notional balance equal to the Certificate Principal Balance of the Class A-1
Certificates and bears interest at a rate equal to the excess, if any, of (i)
the REMIC 1 Pass-Through Rate over (ii) the Class A-1 Pass-Through Rate.
"Class T5-A2-IO Interest": A regular interest in REMIC 5, beneficial
ownership of which is represented by the Class X/BB Interest, that has a
notional balance equal to the Certificate Principal Balance of the Class A-2
Certificates and bears interest at a rate equal to the excess, if any of (i) the
REMIC 1 Pass-Through Rate over (ii) the Class A-2 Pass-Through Rate.
"Class T5-A3-IO Interest": A regular interest in REMIC 5, beneficial
ownership of which is represented by the Class X/BB Interest, that has a
notional balance equal to the Certificate Principal Balance of the Class A-3
Certificates and bears interest at a rate equal to the excess, if any of (i) the
REMIC 1 Pass-Through Rate over (ii) the Class A-3 Pass-Through Rate.
"Class T5-A4-IO Interest": A regular interest in REMIC 5, beneficial
ownership of which is represented by the Class X/BB Interest, that has a
notional balance equal to the Certificate Principal Balance of the Class A-5
Certificates and bears interest at a rate equal to the excess, if any of (i) the
REMIC 1 Pass-Through Rate over (ii) the Class A-4 Pass-Through Rate..
"Class T5-A5-IO Interest": A regular interest in REMIC 5, beneficial
ownership of which is represented by the Class X/BB Interest, that has a
notional balance equal to the Certificate Principal Balance of the Class A-5
Certificates and bears interest at a rate equal to the excess, if any of (i) the
REMIC 1 Pass-Through Rate over (ii) the Class A-5 Pass-Through Rate.
"Class T5-M1-IO Interest": A regular interest in REMIC 5, beneficial
ownership of which is represented by the Class X/BB Interest, that has a
notional balance equal to the Certificate Principal Balance of the Class M-1
Certificates and bears interest at a rate equal to the excess, if any of (i) the
REMIC 1 Pass-Through Rate over (ii) the Class M-1 Pass-Through Rate.
"Class T5-M2-IO Interest": A regular interest in REMIC 5, beneficial
ownership of which is represented by the Class X/BB Interest, that has a
notional balance equal to the Certificate Principal Balance of the Class M-2
Certificates and bears interest at a rate equal to the excess, if any of (i) the
REMIC 1 Pass-Through Rate over (ii) the Class M-2 Pass-Through Rate.
"Class T5-B-IO Interest": A regular interest in REMIC 5, beneficial
ownership of which is represented by the Class X/BB Interest, that has a
notional balance equal to the Certificate Principal Balance of the Class B
Certificates and bears interest at a rate equal to the excess, if any of (i) the
REMIC 1 Pass-Through Rate over (ii) the Class B Pass-Through Rate.
"Class X": Any one of the Class X Certificates as designated on the
face thereof substantially in the form annexed hereto as Exhibit C-3, executed
by the Trustee on behalf of the Trust and authenticated and delivered by the
Trustee, representing the right to distributions as set forth herein and
therein.
"Class X Distributable Amount": With respect to any Distribution
Date, the excess of (i) the aggregate of amounts distributable on the Class
T5-4, Class T5-5, Class T5-6, Class T5-7, Class T5-A1-IO, Class T5-A2-IO, Class
T5-A3-IO, Class T5-A4-IO, Class T5-A5-IO, Class T5-M1-IO, Class T5-M2-IO and
Class T5-B-IO Interests in respect of principal and interest for such
Distribution Date, over (ii) the aggregate of amounts distributable to the Class
BB Certificates pursuant to Section 4.02(b).
"Class X/BB Interest": An uncertificated interest in the Trust held
by the Trustee on behalf of the holders of the Class X and Class BB
Certificates, representing the REMIC 5 Components in the aggregate, and which is
entitled to all distributions in respect of the REMIC 5 Components less the
amount of any LIBOR Carryover Amounts pursuant to Section 4.02(b)(xiii) and
4.02(d).
"Closing Date": May 25, 2000.
"Code": The Internal Revenue Code of 1986, as it may be amended from
time to time.
"Collection Account": The account or accounts created and maintained
by the Servicer pursuant to Section 3.04, which shall be entitled "Litton Loan
Servicing LP, as Servicer for The Chase Manhattan Bank, as Trustee, in trust for
registered Holders of PaineWebber Mortgage Acceptance Corporation IV, Home
Equity Asset Backed Certificates, Series 2000-HE-1," and which must be an
Eligible Account.
"Collection Period": With respect to any Distribution Date, the
period from the second day of the calendar month preceding the month in which
such Distribution Date occurs through the first day of the month in which such
Distribution Date occurs.
"Compensating Interest": As defined in Section 3.23 hereof.
"Condemnation Proceeds": All awards or settlements in respect of a
taking of a Mortgaged Property by exercise of the power of eminent domain or
condemnation.
"Corporate Trust Office": The principal corporate trust office of
the Trustee at which at any particular time its corporate trust business in
connection with this Agreement shall be administered, which office at the date
of the execution of this instrument is located at 450 West 33rd Street, 14th
Floor, New York, New York 10001, Attention: Capital Markets Fiduciary Services,
PMAC IV Series 2000-HE-1, or at such other address as the Trustee may designate
from time to time by notice to the Certificateholders, the Depositor and the
Servicer.
"Corresponding Classes": With respect to REMIC 4 and REMIC 5, the
following Classes shall be Corresponding Classes:
CORRESPONDING REMIC 4 CLASSES CORRESPONDING REMIC 5 CLASSES
T4-A1 T5-A1 and T5-A1-IO, in the aggregate
T4-A2 A-2 and T5-A2-IO, in the aggregate
T4-A3 A-3 and T5-A3-IO, in the aggregate
T4-A4 A-4 and T5-A4-IO, in the aggregate
T4-A5 A-5 and T5-A5-IO, in the aggregate
T4-M1 M-1 and T5-M1-IO, in the aggregate
T4-M2 M-2 and T5-M2-IO, in the aggregate
T4-B B and T5-B-IO, in the aggregate
"Custodial Agreement": The Custodial Agreement, dated as of May 1,
2000, among the Trustee, the Servicer and the Custodian, as the same may be
amended or supplemented pursuant to the terms thereof.
"Custodian": U.S. Bank National Association, a national banking
association, or any successor custodian appointed pursuant to the terms of the
Custodial Agreement.
"Custodian Fee": With respect to any Distribution Date, the product
of (x) one-twelfth of the Custodian Fee Rate and (y) the aggregate of the
Principal Balances of all Mortgage Loans as of the opening of business on the
first day of the related Collection Period. The Custodian Fee shall be payable
by the Trustee from the Trustee Fee.
"Custodian Fee Rate": With respect to any Distribution Date, 0.0029%
per annum.
"Cut-off Date": May 1, 2000.
"Cut-off Date Aggregate Principal Balance": The aggregate of the
Cut-off Date Principal Balances of the Mortgage Loans.
"Cut-off Date Principal Balance": With respect to any Mortgage Loan,
the unpaid principal balance thereof as of the Cut-off Date after application of
funds due on or before such date (or as of the applicable date of substitution
with respect to an Eligible Substitute Mortgage Loan).
"Debt Service Reduction": With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction resulting from a Deficient Valuation.
"Defective Mortgage Loan": A Mortgage Loan replaced or to be
replaced by one or more Eligible Substitute Mortgage Loans.
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation of the related Mortgaged Property by a court of competent jurisdiction
in an amount less than the then outstanding principal balance of the Mortgage
Loan, which valuation results from a proceeding initiated under the Bankruptcy
Code.
"Definitive Certificates": As defined in Section 5.02(c) hereof.
"Delinquent": Any Mortgage Loan, the Monthly Payment due on a Due
Date with respect to which such Monthly Payment is not made by the close of
business on the next scheduled Due Date for such Mortgage Loan.
"Depositor": PaineWebber Mortgage Acceptance Corporation IV, a
Delaware corporation, or any successor in interest.
"Depository": The initial depository shall be The Depository Trust
Company, whose nominee is Cede & Co., or any other organization registered as a
"clearing agency" pursuant to Section 17A of the Securities Exchange Act of
1934, as amended. The Depository shall initially be the registered Holder of the
Book-Entry Certificates. The Depository shall at all times be a "clearing
corporation" as defined in Section 8-102(3) of the Uniform Commercial Code of
the State of New York.
"Depository Agreement": With respect to any Book-Entry Certificates,
the agreement among the Depositor, the Trustee and the initial Depository, to be
dated on or about the Closing Date.
"Depository Participant": A broker, dealer, bank or other financial
institution or other person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
"Determination Date": With respect to any Distribution Date, the
10th day of the calendar month in which such Distribution Date occurs or, if
such 10th day is not a Business Day, the Business Day immediately preceding such
10th day.
"Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof, the management or operation of
such REO Property, the holding of such REO Property primarily for sale to
customers, the performance of any construction work thereon or any use of such
REO Property in a trade or business conducted by the Trust other than through an
Independent Contractor; provided, however, that the Trustee (or the Servicer on
behalf of the Trustee) shall not be considered to Directly Operate an REO
Property solely because the Trustee (or the Servicer on behalf of the Trustee)
establishes rental terms, chooses tenants, enters into or renews leases, deals
with taxes and insurance, or makes decisions as to repairs or capital
expenditures with respect to such REO Property.
"Disqualified Organization": A "disqualified organization" under
Section 860E of the Code, which as of the Closing Date is any of: (i) the United
States, any state or political subdivision thereof, any possession of the United
States, any foreign government, any international organization, or any agency or
instrumentality of any of the foregoing, (ii) any organization (other than a
cooperative described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code unless such organization is subject to the tax
imposed by Section 511 of the Code, (iii) any organization described in Section
1381(a)(2)(C) of the Code, or (iv) any other Person so designated by the Trustee
based upon an Opinion of Counsel delivered to the Trustee by nationally
recognized counsel that the holding of an ownership interest in a Class R
Certificate by such Person may cause the Trust Fund or any Person having an
ownership interest in any Class of Certificates (other than such Person) to
incur liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the transfer of an ownership interest in the Class
R Certificate to such Person. A corporation will not be treated as an
instrumentality of the United States or of any state or political subdivision
thereof if all of its activities are subject to tax and a majority of its board
of directors is not selected by a governmental unit. The term "United States",
"state" and "international organization" shall have the meanings set forth in
Section 7701 of the Code.
"Distribution Account": The trust account or accounts created and
maintained by the Trustee pursuant to Section 3.04(b) which shall be entitled
"Distribution Account, The Chase Manhattan Bank, as Trustee, in trust for the
registered Holders of PaineWebber Mortgage Acceptance Corporation IV, Home
Equity Asset Backed Certificates, Series 2000-HE-1" and which must be an
Eligible Account.
"Distribution Date": The 25th day of any calendar month, or if such
25th day is not a Business Day, the Business Day immediately following such 25th
day, commencing in June 2000.
"Due Date": With respect to each Mortgage Loan and any Distribution
Date, the day of the month in which such Distribution Date occurs on which the
Monthly Payment for such Mortgage Loan was due, exclusive of any grace period.
"Eligible Account": Any of (i) an account or accounts maintained
with a federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the short-term unsecured debt obligations of such holding company) are
rated "A-1" (or the equivalent) by each of the Rating Agencies at the time any
amounts are held on deposit therein, (ii) an account or accounts the deposits in
which are fully insured by the FDIC (to the limits established by such
corporation), the uninsured deposits in which account are otherwise secured such
that, as evidenced by an Opinion of Counsel delivered to the Trustee and to each
Rating Agency, the Certificateholders will have a claim with respect to the
funds in such account or a perfected first priority security interest against
such collateral (which shall be limited to Permitted Investments) securing such
funds that is superior to claims of any other depositors or creditors of the
depository institution with which such account is maintained, (iii) a trust
account or accounts maintained with the trust department of a federal or state
chartered depository institution, national banking association or trust company
acting in its fiduciary capacity or (iv) an account otherwise acceptable to each
Rating Agency without reduction or withdrawal of their then current ratings of
the Certificates as evidenced by a letter from each Rating Agency to the
Trustee. Eligible Accounts may bear interest.
"Eligible Substitute Mortgage Loan": A mortgage loan substituted for
a Defective Mortgage Loan pursuant to the terms of this Agreement which must, on
the date of such substitution, (i) have an outstanding Principal Balance, after
application of all scheduled payments of principal and interest due during or
prior to the month of substitution, not in excess of, and not more than 5% less
than, the outstanding Principal Balance of the Defective Mortgage Loan as of the
Due Date in the calendar month during which the substitution occurs, (ii) have a
Mortgage Interest Rate, not less than the Mortgage Interest Rate of the
Defective Mortgage Loan and not more than 1% in excess of the Mortgage Interest
Rate of such Defective Mortgage Loan, (iii) have the same Due Date as the
Defective Mortgage Loan, (iv) have a remaining term to maturity not more than
one year earlier and not later than the remaining term to maturity of the
Defective Mortgage Loan, (v) be current as of the date of substitution, (vi)
have a Loan-to-Value Ratio as of the date of substitution equal to or lower than
the Loan-to-Value Ratio of the Defective Mortgage Loan as of such date, (vii)
have a risk grading or FICO Score at least equal to the risk grading assigned on
the Defective Mortgage Loan, (viii) have been underwritten or re-underwritten in
accordance with the same underwriting criteria and guidelines as the Defective
Mortgage Loan and (ix) conform to each representation and warranty set forth in
Section 2.04 hereof. In the event that one or more mortgage loans are
substituted for one or more Defective Mortgage Loans, the amounts described in
clause (i) hereof shall be determined on the basis of aggregate Principal
Balances, the Mortgage Interest Rates described in clause (ii) hereof shall be
determined on the basis of weighted average Mortgage Interest Rates, the terms
described in clause (iv) hereof shall be determined on the basis of weighted
average remaining term to maturity, the Loan-to-Value Ratios described in clause
(vi) hereof shall be satisfied as to each such mortgage loan, the risk gradings
described in clause (vii) hereof shall be satisfied as to each such mortgage
loan, and, except to the extent otherwise provided in this sentence, the
representations and warranties described in clause (ix) hereof must be satisfied
as to each Eligible Substitute Mortgage Loan or in the aggregate, as the case
may be.
"ERISA": The Employee Retirement Income Security Act of 1974, as
amended.
"ERISA-Restricted Certificates": Any of the Class M-1, Class M-2,
Class B, Class BB, Class X and Class R Certificates.
"Escrow Account": The account or accounts created and maintained
pursuant to Section 3.06.
"Escrow Payments": The amounts constituting ground rents, taxes,
assessments, water rates, mortgage insurance premiums, fire and hazard insurance
premiums and other payments required to be escrowed by the Mortgagor with the
mortgagee pursuant to any Mortgage Loan.
"Estate in Real Property": A fee simple estate in a parcel of real
property.
"Expense Fee Rate": The sum of (i) the Trustee Fee Rate and (ii) the
Servicing Fee Rate.
"Extended Period": As defined in Section 9.04(b).
"Extra Principal Distribution Amount": As of any Distribution Date
(i) on which a Trigger Event exists, the Monthly Excess Interest Amount for such
Distribution Date and (ii) as long as a Trigger Event is not in effect, the
lesser of (x) the Monthly Excess Interest Amount for such Distribution Date and
(y) the Overcollateralization Deficiency for such Distribution Date.
"FDIC": Federal Deposit Insurance Corporation or any successors in
interest.
"FHLMC": Federal Home Loan Mortgage Corporation, a/k/a Freddie Mac,
or any successors in interest.
"Fidelity Bond": Shall have the meaning assigned thereto
--------------
in Section 3.12.
"Final Recovery Determination": With respect to any defaulted
Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property
purchased by an Originator or the Servicer pursuant to or as contemplated by
Sections 2.04, 3.16 or 10.01), a determination made by the Servicer that all
Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which
the Servicer, in its reasonable good faith judgment, expects to be finally
recoverable in respect thereof have been so recovered. The Servicer shall
maintain records, prepared by a Servicing Officer, of each Final Recovery
Determination made thereby.
"First Lien Mortgage Loan": Any Mortgage Loan identified
-------------------------
as a first lien loan on the applicable Mortgage Loan Schedule.
"First Union": First Union National Bank, or any successor
------------
thereto.
"Fitch": Fitch IBCA, Inc. and its successors in interest, and if
such company shall for any reason no longer perform the functions of a
securities rating agency, "Fitch" shall be deemed to refer to any other
"nationally recognized statistical rating organization" as set forth on the most
current list of such organizations released by the Securities and Exchange
Commission.
"FNMA": Fannie Mae, f/k/a Federal National Mortgage
----
Association or any successors in interest.
"Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Depositor, the Servicer and
their respective Affiliates, (ii) does not have any direct financial interest in
or any material indirect financial interest in the Depositor or the Servicer or
any Affiliate thereof, and (iii) is not connected with the Depositor or the
Servicer or any Affiliate thereof as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions;
provided, however, that a Person shall not fail to be Independent of the
Depositor or the Servicer or any Affiliate thereof merely because such Person is
the beneficial owner of 1% or less of any Class of securities issued by the
Depositor or the Servicer or any Affiliate thereof, as the case may be.
"Independent Contractor": Either (i) any Person (other than the
Servicer) that would be an "independent contractor" with respect to the Trust
Fund within the meaning of Section 856(d)(3) of the Code if the Trust Fund were
a real estate investment trust (except that the ownership tests set forth in
that section shall be considered to be met by any Person that owns, directly or
indirectly, 35 percent or more of any Class of Certificates), so long as the
Trust Fund does not receive or derive any income from such Person and provided
that the relationship between such Person and the Trust Fund is at arm's length,
all within the meaning of Treasury Regulations Section 1.856-4(b)(5), or (ii)
any other Person (including the Servicer) if the Trustee has received an Opinion
of Counsel, which Opinion of Counsel shall be an expense of the Trust Fund, to
the effect that the taking of any action in respect of any REO Property by such
Person, subject to any conditions therein specified, that is otherwise herein
contemplated to be taken by an Independent Contractor will not cause such REO
Property to cease to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code (determined without regard to the exception
applicable for purposes of Section 860D(a) of the Code), or cause any income
realized in respect of such REO Property to fail to qualify as Rents from Real
Property.
"Initial Certificate Principal Balance": With respect to any
Certificate of a Class other than a Class BB, Class X or Class R Certificate,
the amount designated "Initial Certificate Principal Balance" on the face
thereof.
"Initial Class BB Amount": With respect to any Class BB Certificate,
the amount designated "Initial Class BB Amount" on the face thereof.
"Initial Overcollateralization Amount": $8,592,490.
"Insurance Proceeds": Proceeds of any title policy, hazard policy or
other insurance policy covering a Mortgage Loan, to the extent such proceeds are
not to be applied to the restoration of the related Mortgaged Property or
released to the Mortgagor in accordance with the procedures that the Servicer
would follow in servicing mortgage loans held for its own account, subject to
the terms and conditions of the related Mortgage Note and Mortgage.
"Interest Accrual Period": With respect to any Distribution Date and
(i) with respect to the Class A-2, Class A-3, Class A-4, Class A-5, Class M-1,
Class M-2, Class B and Class BB Certificates and any class of REMIC Regular
Interests (other than the Class T5-A1 Interest), the calendar month immediately
preceding the month in which such Distribution Date occurs, and (ii) with
respect to the Class A-1 Certificates and the Class T5-A1 Interest, the period
from the preceding Distribution Date (or, in the case of the first Distribution
Date, the Closing Date) to the day prior to the current Distribution Date.
"Interest Carry Forward Amount": For any Class of Certificates
(other than the Class X and Class R Certificates) and any Distribution Date, the
sum of (a) the excess, if any, of the Accrued Certificate Interest, over the
amount in respect of interest actually distributed on such Class on such prior
Distribution Date, (b) interest on such excess at the applicable Pass-Through
Rate (x) with respect to the Class A-2, Class A-3, Class A-4, Class A-5, Class
M-1, Class M-2, Class B and Class BB Certificates, on the basis of a 360-day
year consisting of twelve 30-day months, subject to the applicable Maximum Rate,
and (y) with respect to the Class A-1 Certificates, on the basis of a 360-day
year and the actual number of days elapsed since the prior Distribution Date,
subject to the applicable Maximum Rate, and (c) any unpaid amounts in respect of
clauses (1) and (2) with respect to such Class of Certificates.
"Interest Percentage": With respect to any Class of Certificates and
any Distribution Date, the ratio (expressed as a decimal carried to six places)
of the Accrued Certificate Interest for such Class to the sum of the Accrued
Certificate Interest for all Classes, in each case with respect to such
Distribution Date.
"Interest Remittance Amount": As of any Determination Date, the sum,
without duplication, of (i) all interest due and collected or advanced with
respect to the related Collection Period on the Mortgage Loans (less the
Servicing Fee, amounts available for reimbursement of Advances and Servicing
Advances pursuant to Section 3.05 and expenses reimbursable pursuant to Section
6.03), (ii) all Compensating Interest paid by the Servicer on such Determination
Date with respect to the Mortgage Loans and (iii) the portion of any payment in
connection with any substitution, Purchase Price, Termination Price or Net
Liquidation Proceeds relating to interest with respect to the Mortgage Loans
received during the related Prepayment Period.
"Late Collections": With respect to any Mortgage Loan, all amounts
received subsequent to the Determination Date immediately following any related
Collection Period, whether as late payments of Monthly Payments or as Insurance
Proceeds, Liquidation Proceeds or otherwise, which represent late payments or
collections of principal and/or interest due (without regard to any acceleration
of payments under the related Mortgage and Mortgage Note) but delinquent on a
contractual basis for such Collection Period and not previously recovered.
"LIBOR": With respect to each Interest Accrual Period, the rate
determined by the Trustee on the related LIBOR Determination Date on the basis
of the offered rate for one-month United States dollar deposits, as such rate
appears on the Telerate Page 3750, as of 11:00 a.m. (London time) on such LIBOR
Determination Date. If no such quotations are available on an LIBOR
Determination Date, LIBOR for the related Interest Accrual Period will be
established by the Trustee as follows:
(i) If on such LIBOR Determination Date two or more Reference Banks
provide such offered quotations, LIBOR for the related Interest Accrual
Period shall be the arithmetic mean of such offered quotations (rounded
upwards if necessary to the nearest whole multiple of 0.001%);
(ii) If on such LIBOR Determination Date fewer than two Reference
Banks provide such offered quotations, LIBOR for the related Interest
Accrual Period shall be the arithmetic mean of the rates quoted by one or
more major banks in New York City, selected by the Trustee, as of 11:00
A.M., New York City time, on such date for loans in U.S. Dollars to
leading European banks for a period of one month in amounts approximately
equal to the Certificate Principal Balance of the Class A-1 Certificates;
and
(iii) If no such quotations can be obtained, LIBOR for the related
Interest Accrual Period shall be LIBOR for the prior Distribution Date.
"LIBOR Business Day": Any day on which banks in London, England and
The City of New York are open and conducting transactions in foreign currency
and exchange.
"LIBOR Carryover Amount": If on any Distribution Date, the Accrued
Certificate Interest for the Class A-1 Certificates is based upon the related
Maximum Rate, the excess of (i) the amount of interest the Class A-1
Certificates would have been entitled to receive on such Distribution Date based
on the Class A-1 Pass-Through Rate, over (ii) the amount of interest the Class
A-1 Certificates received on such Distribution Date based on such Maximum Rate,
together with the unpaid portion of any such excess from prior Distribution
Dates (and interest accrued thereon at the then applicable Class A-1
Pass-Through Rate).
"LIBOR Determination Date": With respect to the Class A-1
Certificates, (i) for the first Distribution Date, the second LIBOR Business Day
preceding the Closing Date and (ii) for each subsequent Distribution Date, the
second LIBOR Business Day prior to the immediately preceding Distribution Date.
"Liquidated Mortgage Loan": As to any Distribution Date, any
Mortgage Loan in respect of which the Servicer has determined, in accordance
with the servicing procedures specified herein, as of the end of the related
Prepayment Period, that all Liquidation Proceeds and Insurance Proceeds which it
expects to recover with respect to the liquidation of the Mortgage Loan or
disposition of the related REO Property have been recovered.
"Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is
removed from the Trust Fund by reason of its being purchased, sold or replaced
pursuant to or as contemplated by Section 2.04 or Section 10.01. With respect to
any REO Property, either of the following events: (i) a Final Recovery
Determination is made as to such REO Property; or (ii) such REO Property is
removed from the Trust Fund by reason of its being sold or purchased pursuant to
Section 3.13 or Section 10.01.
"Liquidation Proceeds": The amount (other than amounts received in
respect of the rental of any REO Property prior to REO Disposition) received by
the Servicer in connection with (i) the taking of all or a part of a Mortgaged
Property by exercise of the power of eminent domain or condemnation or (ii) the
liquidation of a defaulted Mortgage Loan by means of a trustee's sale,
foreclosure sale or otherwise.
"Liquidation Report": The report with respect to a Liquidated
Mortgage Loan in such form and containing such information as is agreed to by
the Servicer and the Trustee.
"Loan Sale Agreement": The agreement between the Transferor and the
Depositor, dated as of May 1, 2000, regarding the transfer of the Mortgage Loans
by the Transferor to or at the direction of the Depositor.
"Loan-to-Value Ratio": As of any date and Mortgage Loan, the
fraction, expressed as a percentage, the numerator of which is the Principal
Balance of the Mortgage Loan plus the principal balance of any related senior
mortgage loan, and the denominator of which is the Value of the related
Mortgaged Property.
"Losses": As defined in Section 9.03.
"Majority Certificateholders": The Holders of Certificates
evidencing at least 51% of the Voting Rights.
"Majority Class R Certificateholders": The Holders of Class R
Certificates evidencing at least a 51% Percentage Interest in the Class R
Certificates.
"Maximum Rate": With respect to any Distribution Date and any Class
of Offered Certificates (other than the Class A-2 Certificates), the rate
expressed as a percentage and annualized on the basis of a 360-day year
consisting of twelve 30-day months and converted in the case of the Class A-1
Certificates to an annual rate for each month based on the actual number of days
in such month, equivalent to a fraction (i) the numerator of which is the
Aggregate Net Interest Amount for such Distribution Date, and (ii) the
denominator of which is the aggregate of the Certificate Principal Balances of
the Offered Certificates immediately prior to such Distribution Date.
"Monthly Excess Cashflow Amount": The sum of the Monthly Excess
Interest Amount, the Overcollateralization Release Amount and (without
duplication) any portion of the Principal Distribution Amount remaining after
principal distributions on the Offered Certificates.
"Monthly Excess Interest Amount": With respect to each Distribution
Date, the amount, if any, by which the Interest Remittance Amount for such
Distribution Date exceeds the aggregate amount distributed on such Distribution
Date pursuant to paragraphs (i) through (vi) under Section 4.01.
"Monthly Payment": With respect to any Mortgage Loan, the scheduled
monthly payment of principal and interest on such Mortgage Loan which is payable
by the related Mortgagor from time to time under the related Mortgage Note,
determined: (a) after giving effect to (i) any Deficient Valuation and/or Debt
Service Reduction with respect to such Mortgage Loan and (ii) any reduction in
the amount of interest collectible from the related Mortgagor pursuant to the
Relief Act; (b) without giving effect to any extension granted or agreed to by
the Servicer pursuant to Section 3.01; and (c) on the assumption that all other
amounts, if any, due under such Mortgage Loan are paid when due.
"Moody's": Moody's Investors Service, Inc. and its successors in
interest, and if such company shall for any reason no longer perform the
functions of a securities rating agency, "Moody's" shall be deemed to refer to
any other "nationally recognized statistical rating organization" as set forth
on the most current list of such organizations released by the Securities and
Exchange Commission.
"Mortgage": The mortgage, deed of trust or other instrument creating
a first lien on, or first priority security interest in, a Mortgaged Property
securing a Mortgage Note.
"Mortgage File": The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional documents required
to be added to the Mortgage File pursuant to this Agreement.
"Mortgage Interest Rate": With respect to each Mortgage Loan, the
annual rate at which interest accrues on such Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note, which rate shall
remain constant at the rate set forth in the Mortgage Loan Schedule as the
Mortgage Interest Rate in effect immediately following the Cut-off Date. With
respect to each Mortgage Loan that becomes an REO Property, as of any date of
determination, the annual rate determined in accordance with the immediately
preceding sentence as of the date such Mortgage Loan became an REO Property.
"Mortgage Loan": Each mortgage loan transferred and assigned to the
Trustee pursuant to Section 2.01 or Section 2.04(d) as from time to time held as
a part of the Trust Fund, the Mortgage Loans so held being identified in the
Mortgage Loan Schedule.
"Mortgage Loan Schedule": As of any date (i) with respect to the BNC
Mortgage Loans, the list of such Mortgage Loans included in the Trust Fund on
such date, attached hereto as Exhibit D-1 and (ii) with respect to the New
Century Mortgage Loans, the list of such Mortgage Loans included in the Trust
Fund on such date, attached hereto as Exhibit D-2. The Mortgage Loan Schedule
shall set forth the following information with respect to each Mortgage Loan:
(1) the Mortgage Loan identifying number and the name of the
Mortgagor;
(2) the street address, city, state, and zip code in which the
Mortgaged Property is located;
(3) the type of Residential Dwelling constituting the Mortgaged
Property or a designation that the Mortgaged Property is a multi-family
property;
(4) the occupancy status of the Mortgaged Property at origination;
(5) the original months to maturity;
(6) the date of origination;
(7) the first payment date;
(8) the stated maturity date;
(9) the stated remaining months to maturity;
(10) the original principal amount of the Mortgage Loan;
(11) the Principal Balance of each Mortgage Loan as of the Cut-off
Date;
(12) the Mortgage Interest Rate of the Mortgage Loan as of the
Cut-off Date;
(13) the current Monthly Payment of the Mortgage Loan as of the
Cut-off Date;
(14) a code indicating whether the Mortgage Loan is a Section 32
Loan;
(15) the Loan-to-Value Ratio at origination;
(16) a code indicating the loan performance status of the Mortgage
Loan as of the Cut-off Date;
(17) a code indicating whether the Mortgage Loan has a prepayment
penalty and, with respect to New Century Mortgage Loans, the type of
prepayment penalty;
(18) a code indicating whether the Mortgage Loan is a Balloon
Mortgage Loan;
(19) a code indicating whether the Loan is a first lien or a second
lien;
(20) the Due Date;
(21) the last payment date on which a payment was actually applied
to the Principal Balance of such Mortgage Loan;
(22) a code indicating the purpose of the Mortgage Loan (i.e.,
purchase rate and term refinance, equity take-out refinance);
(23) the documentation type (i.e., full or stated income);
(24) the loan credit classification as described in the applicable
Underwriting Guidelines (as defined in the applicable Originator Mortgage
Loan Purchase Agreement);
(25) the credit risk score (FICO score) if available;
(26) debt-to-income ratio;
(27) with respect to Second Lien Mortgage Loans, the outstanding
principal balance of the superior lien;
(28) the Value of the Mortgaged Property; and
(29) with respect to New Century Mortgage Loans, the sale price of
the Mortgaged Property if the Mortgage Loan was originated in connection
with the purchase of the Mortgaged Property.
The Mortgage Loan Schedule shall set forth the following
information, as of the Cut-off Date, with respect to the Mortgage Loans in the
aggregate: (1) the number of Mortgage Loans; (2) the current Principal Balance
of the Mortgage Loans; (3) the weighted average Mortgage Interest Rate of the
Mortgage Loans; and (4) the weighted average maturity of the Mortgage Loans. The
Mortgage Loan Schedule shall be amended from time to time by the Servicer in
accordance with the provisions of this Agreement. With respect to any Eligible
Substitute Mortgage Loan, Cut-off Date shall refer to the related Cut-off Date
for such Mortgage Loan, determined in accordance with the definition of Cut-off
Date herein.
"Mortgage Note": The original executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.
"Mortgage Pool": The pool of Mortgage Loans, identified on Exhibit
D-1 and D-2 from time to time, and any REO Properties acquired in respect
thereof.
"Mortgaged Property": The underlying property securing a Mortgage
Loan, including any REO Property, consisting of an Estate in Real Property
improved by a Residential Dwelling or multi-family dwelling.
"Mortgagor": The obligor on a Mortgage Note.
"Net Interest Amount": With respect to any Distribution Date and
each Mortgage Loan, the product of (i) one-twelfth of the Net Mortgage Rate for
such Mortgage Loan on such Distribution Date and (ii) the Principal Balance of
such Mortgage Loan as of the first day of the related Collection Period.
"Net Liquidation Proceeds": With respect to any Liquidated Mortgage
Loan or any other disposition of related Mortgaged Property (including REO
Property) the related Liquidation Proceeds net of Advances, Servicing Advances,
Servicing Fees and any other accrued and unpaid servicing fees received and
retained in connection with the liquidation of such Mortgage Loan or Mortgaged
Property.
"Net Mortgage Rate": With respect to any Mortgage Loan, the Mortgage
Interest Rate borne by such Mortgage Loan minus the Expense Fee Rate.
"New Century Corp. Guarantee": The Guarantee, dated as of December
1, 1999 by New Century Mortgage Corporation in favor of the Transferor, as
amended, modified or supplemented from time to time.
"New Century Mortgage Loan Purchase Agreement": The Mortgage Loan
Purchase and Warranties Agreement, dated as of October 26, 1999 between the
Transferor and NC Capital Corporation, as amended or supplemented from time to
time, pursuant to which the Transferor purchased the New Century Mortgage Loans.
"New Century Mortgage Loans": The Mortgage Loans listed on Exhibit
D-2 hereto.
"New Lease": Any lease of REO Property entered into on behalf of the
Trust, including any lease renewed or extended on behalf of the Trust if the
Trust has the right to renegotiate the terms of such lease.
"Nonrecoverable Advance": Any Advance or Servicing Advance
previously made or proposed to be made in respect of a Mortgage Loan that, in
the good faith business judgment of the Servicer, will not or, in the case of a
proposed Advance or Servicing Advance, would not be ultimately recoverable from
Late Collections on such Mortgage Loan as provided herein.
"Offered Certificates": The Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class M-1, Class M-2 and Class B Certificates.
"Officers' Certificate": A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President or a vice president
(however denominated), and by the Treasurer, the Secretary, or one of the
assistant treasurers or assistant secretaries of the Servicer, an Originator or
the Depositor, as applicable.
"Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be a salaried counsel for the Depositor or the Servicer except that
any opinion of counsel relating to (a) the qualification of any REMIC as a REMIC
or (b) compliance with the REMIC Provisions must be an opinion of Independent
counsel.
"Optional Termination Date": The first Distribution Date on which
the Servicer may opt to terminate the Mortgage Pool pursuant to Section 10.01.
"Original Class BB Amount": The Class BB Amount on the Closing Date,
as set forth opposite the Class BB Certificates in the Preliminary Statement.
"Original Class Certificate Principal Balance": With respect to each
Class of Certificates, the Certificate Principal Balance thereof on the Closing
Date, as set forth opposite such Class in the Preliminary Statement, except with
respect to the Class BB, Class X and Class R Certificates, which have an
Original Class Certificate Principal Balance of zero.
"Originator Mortgage Loan Purchase Agreement": The BNC Mortgage Loan
Purchase Agreement or the New Century Mortgage Loan Purchase Agreements.
"Originators": BNC Mortgage Inc. and NC Capital Corporation.
"Overcollateralization Amount": As of any Distribution Date, the
excess, if any, of (x) the Pool Balance as of the last day of the immediately
preceding Collection Period over (y) the aggregate Certificate Principal
Balances of all Classes of Offered Certificates (after taking into account all
distributions of principal on such Distribution Date).
"Overcollateralization Deficiency": As of any Distribution Date, the
excess, if any, of (x) the Targeted Overcollateralization Amount for such
Distribution Date over (y) the Overcollateralization Amount for such
Distribution Date, calculated for this purpose after taking into account the
reduction on such Distribution Date of the Certificate Principal Balances of all
Classes of Offered Certificates resulting from the distribution of the Principal
Distribution Amount (but not the Extra Principal Distribution Amount) on such
Distribution Date, but prior to taking into account any Applied Realized Loss
Amounts on such Distribution Date.
"Overcollateralization Release Amount": With respect to any
Distribution Date on or after the Stepdown Date and on which a Trigger Event is
not in effect, the lesser of (x) the Principal Remittance Amount for such
Distribution Date and (y) the excess, if any, of (i) the Overcollateralization
Amount for such Distribution Date, assuming that 100% of the Principal
Remittance Amount is applied as a principal payment on the Offered Certificates
on such Distribution Date, over (ii) the Targeted Overcollateralization Amount
for such Distribution Date.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate, including any interest in such
Certificate as the Holder thereof and any other interest therein, whether direct
or indirect, legal or beneficial, as owner or as pledgee.
"Pass-Through Rate": Any of the Class A-1 Pass-Through Rate, the
Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the Class A-4
Pass-Through Rate, the Class A-5 Pass-Through Rate, the Class M-1 Pass-Through
Rate, the Class M-2 Pass-Through Rate and the Class B Pass-Through Rate. With
respect to the Class BB Certificates, the Pass-Through Rate is 8.000% per annum.
"Paying Agent": Any paying agent appointed pursuant to Section 5.05.
"Percentage Interest": With respect to any Certificate (other than a
Class BB, Class X or Class R Certificate), a fraction, expressed as a
percentage, the numerator of which is the Initial Certificate Principal Balance,
as the case may be, represented by such Certificate and the denominator of which
is the Original Class Certificate Principal Balance of the related Class. With
respect to a Class BB Certificate, the undivided percentage interest obtained by
dividing the Initial Class BB Amount evidenced by such Certificate by the
Original Class BB Amount of such Class. With respect to a Class X or Class R
Certificate, the portion of the Class evidenced thereby, expressed as a
percentage, as stated on the face of such Certificate; provided, however, that
the sum of all such percentages for each such Class totals 100%.
"Permitted Investments": Any one or more of the following
obligations or securities acquired at a purchase price of not greater than par,
regardless of whether issued or managed by the Depositor, the Servicer, the
Trustee or any of their respective Affiliates or for which an Affiliate of the
Trustee serves as an advisor:
(i) direct obligations of, or obligations fully guaranteed as to
timely payment of principal and interest by, the United States or any
agency or instrumentality thereof, provided such obligations are backed by
the full faith and credit of the United States;
(ii) (A) demand and time deposits in, certificates of deposit of,
bankers' acceptances issued by or federal funds sold by any depository
institution or trust company (including the Trustee or its agent acting in
their respective commercial capacities) incorporated under the laws of the
United States of America or any state thereof and subject to supervision
and examination by federal and/or state authorities, so long as, at the
time of such investment or contractual commitment providing for such
investment, such depository institution or trust company or its ultimate
parent has a short-term uninsured debt rating in one of the two highest
available rating categories of S&P, Moody's and Fitch and provided that
each such investment has an original maturity of no more than 365 days and
(B) any other demand or time deposit or deposit which is fully insured by
the FDIC;
(iii) repurchase obligations with a term not to exceed 30 days with
respect to any security described in clause (i) above and entered into
with a depository institution or trust company (acting as principal) rated
A or higher by S&P and Fitch and rated A2 or higher by Moody's, provided,
however, that collateral transferred pursuant to such repurchase
obligation must be of the type described in clause (i) above and must (A)
be valued daily at current market prices plus accrued interest or (B)
pursuant to such valuation, be equal, at all times, to 105% of the cash
transferred by the Trustee in exchange for such collateral and (C) be
delivered to the Trustee or, if the Trustee is supplying the collateral,
an agent for the Trustee, in such a manner as to accomplish perfection of
a security interest in the collateral by possession of certificated
securities;
(iv) securities bearing interest or sold at a discount that are
issued by any corporation incorporated under the laws of the United States
of America or any State thereof and that are rated by each Rating Agency
in its highest long-term unsecured rating categories at the time of such
investment or contractual commitment providing for such investment;
(v) commercial paper (including both non-interest-bearing discount
obligations and interest-bearing obligations payable on demand or on a
specified date not more than 30 days after the date of acquisition
thereof) that is rated by each Rating Agency in its highest short-term
unsecured debt rating available at the time of such investment;
(vi) units of money market funds registered under the Investment
Company Act of 1940 including funds managed or advised by the Trustee or
an affiliate thereof having the highest rating category by the applicable
Rating Agency; and
(vii) if previously confirmed in writing to the Trustee, any other
demand, money market or time deposit, or any other obligation, security or
investment, as may be acceptable to the Rating Agencies in writing as a
permitted investment of funds backing securities having ratings equivalent
to its highest initial rating of the Class A Certificates;
provided, that no instrument described hereunder shall evidence either the right
to receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with respect
to such instrument provide a yield to maturity at par greater than 120% of the
yield to maturity at par of the underlying obligations.
"Permitted Transferee": Any transferee of a Residual Certificate
other than a Disqualified Organization or a person who is not a U.S. Person.
"Person": Any individual, corporation, partnership, joint venture,
association, joint stock company, trust, limited liability company,
unincorporated organization or government or any agency or political subdivision
thereof.
"Pool Balance": As of any date of determination, the aggregate
Principal Balance of the Mortgage Loans.
"Prepayment Assumption": 25% CPR.
"Prepayment Interest Shortfall": With respect to any Distribution
Date, for each Mortgage Loan that was during the related Prepayment Period the
subject of a Principal Prepayment in full that was applied by the Servicer to
reduce the outstanding Principal Balance of such Mortgage Loan on a date
preceding the related Due Date, an amount equal to interest at the applicable
Mortgage Interest Rate (net of the Servicing Fee Rate) on the amount of such
Principal Prepayment for the number of days commencing on the date on which the
prepayment is applied and ending on the last day of the related Prepayment
Period.
"Prepayment Period": With respect to any Distribution Date, the
calendar month preceding the month in which such Distribution Date occurs.
"Principal Balance": As to any Mortgage Loan and any day, other than
a Liquidated Mortgage Loan, the related Cut-off Date Principal Balance, minus
all collections credited against the Principal Balance of such Mortgage Loan.
For purposes of this definition, a Liquidated Mortgage Loan shall be deemed to
have a Principal Balance equal to the Principal Balance of the related Mortgage
Loan as of the final recovery of related Liquidation Proceeds and a Principal
Balance of zero thereafter. As to any REO Property and any day, the Principal
Balance of the related Mortgage Loan immediately prior to such Mortgage Loan
becoming REO Property minus any REO Principal Amortization received with respect
thereto on or prior to such day.
"Principal Distribution Amount": As to any Distribution Date, the
sum of (i) the Principal Remittance Amount minus, for Distribution Dates for
which a Trigger Event is not in effect, the Overcollateralization Release
Amount, if any, and (ii) the Extra Principal Distribution Amount, if any.
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due
Date and which is not accompanied by an amount of interest representing the full
amount of scheduled interest due on any Due Date in any month or months
subsequent to the month of prepayment.
"Principal Remittance Amount": With respect to any Distribution
Date, to the extent of funds available therefor, the sum (less amounts available
for reimbursement of Advances and Servicing Advances pursuant to Section 3.05
and expenses reimbursable pursuant to Section 6.03) of: (i) each payment of
principal on a Mortgage Loan due during the related Collection Period and
received by the Servicer on or prior to the related Determination Date, and any
Advances with respect thereto, (ii) all full and partial Principal Prepayments
received by the Servicer during the related Prepayment Period, (iii) the Net
Liquidation Proceeds allocable to principal actually collected by the Servicer
during the related Prepayment Period, (iv) with respect to Defective Mortgage
Loans repurchased with respect to such Prepayment Period, the portion of the
Purchase Price allocable to principal, (v) any Substitution Adjustment Amounts
received on or prior to the previous Determination Date and not yet distributed,
(vi) with respect to Mortgage Loans purchased by the Servicer pursuant to
Section 3.16, the portion of the Purchase Price allocable to principal, and
(vii) on the Distribution Date on which the Trust is to be terminated in
accordance with Section 10.01 hereof, that portion of the Termination Price in
respect of principal.
"Private Certificates": Any of the Class X, Class BB and Class R
Certificates.
"Property Insurance Proceeds": Proceeds of any title policy, hazard
policy or other insurance policy covering a Mortgage Loan, to the extent such
proceeds are received by the Servicer and are not to be applied to the
restoration of the related Mortgaged Property or released to the Mortgagor in
accordance with the Servicer's servicing procedures, subject to the terms and
conditions of the related Mortgage Note and Mortgage.
"Prospectus Supplement": That certain Prospectus Supplement dated
May 22, 2000 relating to the public offering of the Offered Certificates.
"Purchase Price": With respect to any Mortgage Loan or REO Property
to be purchased pursuant to or as contemplated by Section 2.04, 3.16 or 10.01,
and as confirmed by an Officers' Certificate from the Servicer to the Trustee,
an amount equal to the sum of (i) 100% of the Principal Balance thereof as of
the date of purchase (or such other price as provided in Section 10.01), (ii) in
the case of (x) a Mortgage Loan, accrued interest on such Principal Balance at
the applicable Mortgage Interest Rate in effect from time to time from the Due
Date as to which interest was last covered by a payment by the Mortgagor or an
advance by the Servicer, which payment or advance had as of the date of purchase
been distributed pursuant to Section 4.01, through the end of the calendar month
in which the purchase is to be effected, and (y) an REO Property, the sum of (1)
accrued interest on such Principal Balance at the applicable Mortgage Interest
Rate in effect from time to time from the Due Date as to which interest was last
covered by a payment by the Mortgagor through the end of the calendar month
immediately preceding the calendar month in which such REO Property was
acquired, plus (2) REO Imputed Interest for such REO Property for each calendar
month commencing with the calendar month in which such REO Property was acquired
and ending with the calendar month in which such purchase is to be effected, net
of the total of all net rental income, Insurance Proceeds and Liquidation
Proceeds that as of the date of purchase had been distributed as or to cover REO
Imputed Interest, (iii) any unreimbursed Servicing Advances and Advances, (iv)
any amounts previously withdrawn from the Collection Account in respect of such
Mortgage Loan or REO Property pursuant to Section 3.13, and (v) in the case of a
Mortgage Loan required to be purchased pursuant to Section 2.04, expenses
reasonably incurred or to be incurred by the Servicer or the Trustee in respect
of the breach or defect giving rise to the purchase obligation.
"Qualified Insurer": Any insurance company acceptable to FNMA or
FHLMC.
"Rating Agency" or "Rating Agencies": Moody's, Fitch and S&P, or
their respective successors in interest. If such agencies or their successors
are no longer in existence, "Rating Agencies" shall be such nationally
recognized statistical rating organizations as set forth on the most current
list of such organizations released by the Securities and Exchange Commission
and designated by the Depositor, notice of which designation shall be given to
the Trustee and the Servicer.
"Realized Loss": With respect to a Liquidated Mortgage Loan, the
amount by which the remaining unpaid principal balance of the Mortgage Loan
exceeds the amount of Net Liquidation Proceeds applied to the Principal Balance
of the related Mortgage Loan. With respect to any Mortgage Loan for which a
Deficient Valuation has occurred, the amount by which the outstanding Principal
Balance of such Mortgage Loan exceeds the Deficient Valuation of the related
Mortgaged Property. With respect to any Mortgage Loan modified by the Servicer
pursuant to the terms of this Agreement, the amount by which the Principal
Balance of such Mortgage Loan was reduced as a result of such modification.
"Realized Loss Amortization Amount": Any of the Class M-1 Realized
Loss Amortization Amount, the Class M-2 Realized Loss Amortization Amount and
the Class B Realized Loss Amortization Amount.
"Record Date": With respect to all of the Certificates (except for
the Class A-1 Certificates), the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (or the
Closing Date, in the case of the first Distribution Date). With respect to the
Class A-1 Certificates, the Business Day immediately preceding such Distribution
Date; provided, however, that if any Class A-1 Certificate becomes a Definitive
Certificate, the Record Date for such Certificate shall be the last Business Day
of the month immediately preceding the month in which the related Distribution
Date occurs.
"Reference Banks": Those banks (i) with an established place of
business in London, England, (ii) not controlling, under the control of or under
common control with the Depositor or the Trustee, (iii) whose quotations appear
on the Telerate Page 3750 on the relevant LIBOR Determination Date and (iv)
which have been designated as such by the Trustee; provided, however, that if
fewer than two of such banks provide a LIBOR rate, then any leading banks
selected by the Trustee which are engaged in transactions in United States
dollar deposits in the international Eurocurrency market.
"Regular Certificate": Any of the Class A, Class M, Class B, Class
BB and Class X Certificates.
"Related Documents": With respect to any Mortgage Loan, the related
Mortgage Notes, Mortgages and other related documents.
"Relief Act": The Soldiers' and Sailors Civil Relief Act of 1940, as
amended.
"Relief Act Interest Shortfall": With respect to any Distribution
Date, for any Mortgage Loan with respect to which there has been a reduction in
the amount of interest collectible thereon for the most recently ended
Collection Period as a result of the application of the Relief Act, the amount
by which (i) interest collectible on such Mortgage Loan during such Collection
Period is less than (ii) one month's interest on the Principal Balance of such
Mortgage Loan at the Mortgage Interest Rate for such Mortgage Loan before giving
effect to the application of the Relief Act.
"Remaining Initial Overcollateralization Amount": As of any
Distribution Date, an amount (not less than zero) equal to (a) the Initial
Overcollateralization Amount minus (b) the sum of (i) any Overcollateralization
Release Amounts distributed and (ii) Realized Losses allocated to the Class T1-2
Interest and (without duplication) the Class T2-4, Class T3-4, Class T4-4 and
Class T5-4 Interests.
"REMIC": A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
"REMIC 1 Pass-Through Rate": With respect to any Distribution Date,
the per annum rate obtained by dividing (A) the product of (i) the Weighted
Average Net Mortgage Rate times (ii) the Pool Balance by (B) the excess of the
Pool Balance over the Remaining Initial Overcollateralization Amount, determined
before any reductions of principal balance made on such Distribution Date.
"REMIC 1 Regular Interests": The Class T1-1 Interest and the Class
T1-2 Interest.
"REMIC 2 Pass-Through Rate": A rate equal to the REMIC 1
Pass-Through Rate.
"REMIC 2 Regular Interests": The Class T2-1 Interest, Class T2-2
Interest, Class T2-3 Interest and Class T2-4 Interest.
"REMIC 3 Pass-Through Rate": With respect to any Distribution Date,
the per annum rate obtained by dividing (A) the product of (i) 2 times (ii) the
REMIC 2 Pass-Through Rate times (iii) the Class T2-2 Principal Amount by (B) the
sum of (x) the Class T2-2 Principal Amount and (y) the Class T2-3 Principal
Amount, such principal balances being determined before any reductions of
principal balance made on such Distribution Date.
"REMIC 3 Regular Interests": The Class T3-1 Interest, Class T3-2
Interest, Class T3-3 Interest, Class T3-4 Interest, Class T3-5 Interest, Class
T3-6 Interest and Class T3-7 Interest.
"REMIC 4 Regular Interests": The Class T4-A1 Interest, Class T4-A2
Interest, Class T4-A3 Interest, Class T4-A4 Interest, Class T4-A5 Interest,
Class T4-M1 Interest, Class T4-M2 Interest, Class T4-B Interest, Class T4-4
Interest, Class T4-5 Interest, Class T4-6 Interest and Class T4-7 Interest.
"REMIC 5 Components": The T5-4, Class T5-5, Class T5-6, Class T5-7,
Class T5-A1-IO, Class T5-A2-IO, Class T5-A3-IO, Class T5-A4-IO, Class T5-A5-IO,
Class T5-M1-IO, Class T5-M2-IO and Class T5-B-IO Interests. Each of the REMIC 5
Components represents a regular interest in REMIC 5.
"REMIC 5 Regular Interests": The Class T5-A1 Interest, the Class A-2
Certificates, Class A-3 Certificates, Class M-1 Certificates, Class M-2
Certificates and Class B Certificates and the REMIC 5 Components.
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits which appear at Section
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and regulations and rulings promulgated thereunder, as the foregoing
may be in effect from time to time.
"REMIC Regular Interest": As defined in the Preliminary Statement.
"Remittance Report": A report prepared by the Servicer and delivered
to the Trustee pursuant to Section 4.07, containing the information attached
hereto as Exhibit P.
"Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.
"REO Account": The account or accounts maintained by the Servicer in
respect of an REO Property pursuant to Section 3.13.
"REO Disposition": The sale or other disposition of an REO Property
on behalf of the Trust Fund.
"REO Imputed Interest": As to any REO Property, for any calendar
month during which such REO Property was at any time part of the Trust Fund, one
month's interest at the applicable Net Mortgage Rate on the Principal Balance of
such REO Property (or, in the case of the first such calendar month, of the
related Mortgage Loan if appropriate) as of the close of business on the
Distribution Date in such calendar month.
"REO Principal Amortization": With respect to any REO Property, for
any calendar month, the excess, if any, of (a) the aggregate of all amounts
received in respect of such REO Property during such calendar month, whether in
the form of rental income, sale proceeds (including, without limitation, that
portion of the Termination Price paid in connection with a purchase of all of
the Mortgage Loans and REO Properties pursuant to Section 10.01 that is
allocable to such REO Property) or otherwise, net of any portion of such amounts
(i) payable pursuant to Section 3.13 in respect of the proper operation,
management and maintenance of such REO Property or (ii) payable or reimbursable
to the Servicer pursuant to Section 3.13 for unpaid Servicing Fees in respect of
the related Mortgage Loan and unreimbursed Servicing Advances and Advances in
respect of the related Mortgage Loan, over (b) the REO Imputed Interest in
respect of such REO Property for such calendar month.
"REO Property": A Mortgaged Property acquired by the Servicer on
behalf of the Trust Fund through foreclosure or deed-in-lieu of foreclosure, as
described in Section 3.13.
"Request for Release": A release signed by a Servicing Officer, in
the form of Exhibit E-1 or Exhibit E-2 attached hereto.
"Residential Dwelling": Any one of the following: (i) a detached
one-family dwelling, (ii) a detached two- to four-family dwelling, (iii) a
one-family dwelling unit in a FNMA eligible condominium project, (iv) a detached
one-family dwelling in a planned unit development, which is not a co-operative,
or (v) a mobile or manufactured home (as defined in 42 United States Code,
Section 5402(6)).
"Residual Certificate": The Class R Certificates.
"Residual Interest": The sole Class of "residual interests" in a
REMIC within the meaning of Section 860G(a)(2) of the Code.
"Responsible Officer": When used with respect to the Trustee, any
officer assigned to the Corporate Trust Division (or any successor thereto),
including any Vice President, Assistant Vice President, Trust Officer, any
Assistant Secretary, any trust officer or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and in each case having direct responsibility for the
administration of this Agreement.
"S&P": Standard & Poor's Ratings Services and its successors in
interest, and if such company shall for any reason no longer perform the
functions of a securities rating agency, "S&P" shall be deemed to refer to any
other "nationally recognized statistical rating organization" as set forth on
the most current list of such organizations released by the Securities and
Exchange Commission.
"Second Lien Mortgage Loan": Any Mortgage Loan identified as a
second lien loan on the applicable Mortgage Loan Schedule.
"Section 32 Mortgage Loans": As defined in Section 2.04(b)(xlvii).
"Senior Certificates": The Class A-1, Class A-2, Class A-3, Class
A-4 and Class A-5 Certificates.
"Senior Enhancement Percentage": For any Distribution Date, the
percentage obtained by dividing (x) the sum of (i) the aggregate Certificate
Principal Balances of the Subordinated Certificates and (ii) the
Overcollateralization Amount, in each case after taking into account the
distribution of the Principal Distribution Amount on such Distribution Date by
(y) the Pool Balance as of the last day of the related Collection Period.
"Senior Specified Enhancement Percentage": On any date of
determination thereof, 31.20%.
"Servicer": Litton Loan Servicing LP, a Delaware limited
partnership, or any successor servicer appointed as herein provided, in its
capacity as Servicer hereunder.
"Servicer Affiliate": A Person (i) controlling, controlled by or
under common control with the Servicer or which is 50% or more owned by the
Servicer and (ii) which is qualified to service residential mortgage loans.
"Servicer Event of Termination": One or more of the events described
in Section 7.01.
"Servicer Remittance Date": With respect to any Distribution Date,
one Business Day prior to such Distribution Date.
"Servicing Advances": All customary, reasonable and necessary "out
of pocket" costs and expenses incurred by the Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of the Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of the REO Property and (iv) compliance with the
obligations under Section 3.08.
"Servicing Fee": With respect to each Mortgage Loan (including each
REO Property) and for any calendar month, an amount equal to one month's
interest (or in the event of any payment of interest which accompanies a
Principal Prepayment in full made by the Mortgagor during such calendar month,
interest for the number of days covered by such payment of interest) at the
Servicing Fee Rate on the same principal amount on which interest on such
Mortgage Loan accrues for such calendar month.
"Servicing Fee Rate": With respect to each Mortgage Loan, 0.50% per
annum.
"Servicing Officer": Any officer of the Servicer involved in, or
responsible for, the administration and servicing of Mortgage Loans, whose name
and specimen signature appear on a list of servicing officers furnished by the
Servicer to the Trustee and the Depositor on the Closing Date, as such list may
from time to time be amended.
"Servicing Standard": Shall mean the standards set forth in Section
3.01.
"Special Servicing Fee": With respect to each Mortgage Loan that is
Delinquent 90 or more days, $150 per month payable until the earlier of (i) 18
consecutive months and (ii) the delinquency status of such Mortgage Loan has
been reduced to less than 90 days.
"Startup Day": As defined in Section 9.01(b) hereof.
"Stayed Funds": Any payment required to be made under the terms of
the Certificates and this Agreement but which is not remitted by the Servicer
because the Servicer is the subject of a proceeding under the Bankruptcy Code
and the making of such remittance is prohibited by Section 362 of the Bankruptcy
Code.
"Stepdown Date": The later to occur of (x) the Distribution Date in
June 2003 and (y) the first Distribution Date on which the Senior Enhancement
Percentage (after taking into account distributions of principal on such
Distribution Date) is greater than or equal to the Senior Specified Enhancement
Percentage.
"Subordinated Certificates": The Class M-1, Class M-2, Class B,
Class BB, Class X and Class R Certificates.
"Subsequent Overcollateralization Amount": As of any Distribution
Date, after the application of principal payments and Applied Realized Loss
Amounts, an amount equal to the excess, if any of (a) the Pool Balance over (b)
the sum of (i) the Certificate Principal Balance of each Class of Offered
Certificates and (ii) the Remaining Initial Overcollateralization Amount.
"Substitution Adjustment Amount": As defined in Section 2.04(d)
hereof.
"Targeted Overcollateralization Amount": As of any Distribution
Date, (x) prior to the Stepdown Date, 4.10% of the initial Pool Balance and (y)
on and after the Stepdown Date, the lesser of (i) 4.10% of the initial Pool
Balance and (ii) the greater of (A) 8.20% of the Pool Balance as of the last day
of the related Collection Period and (B) 0.50% of the initial Pool Balance.
"Tax Matters Person": The tax matters person appointed pursuant to
Section 9.01(e) hereof.
"Tax Returns": The federal income tax returns on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of the REMIC Taxable Income or Net Loss Allocation, or any successor
forms, to be filed on behalf of the Trust in its capacity as a REMIC under the
REMIC Provisions, together with any and all other information reports or returns
that may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
"Telerate Page 3750": The display page currently so designated on
the Bridge Telerate Service (or such other page as may replace the Telerate Page
3750 page on that service for the purpose of displaying London interbank offered
rates of major banks).
"Termination Price": As defined in Section 10.01(a) hereof.
"Transferor": Paine Webber Real Estate Securities Inc., a Delaware
corporation, or its successor in interest.
"Transition Cost": Any documented fees, expenses and allocated costs
reasonably incurred by a successor Servicer or the Trustee in connection with a
transfer of servicing from the Servicer to a successor Servicer.
"Trigger Event": With respect to any Distribution Date, if the
six-month rolling average of 60+ Day Delinquent Loans equals or exceeds 45% of
the Senior Enhancement Percentage; provided, that if the Certificate Principal
Balance of the Senior Certificates has been reduced to zero, a Trigger Event
will have occurred if the six-month rolling average of 60+ Day Delinquent Loans
equals or exceeds 25%.
"Trust": The trust created hereunder.
"Trust Fund": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder,
with respect to a portion of which five REMIC elections are to be made, such
entire Trust Fund consisting of: (i) such Mortgage Loans as from time to time
are subject to this Agreement, together with the Mortgage Files relating
thereto, and together with all collections thereon and proceeds thereof, (ii)
any REO Property, together with all collections thereon and proceeds thereof,
(iii) the Trustee's rights with respect to the Mortgage Loans under all
insurance policies required to be maintained pursuant to this Agreement and any
proceeds thereof, (iv) its rights under Section 6.03 and Section 9.03 of the BNC
Mortgage Loan Purchase Agreement and Section 6.03 and Section 9.03 of the New
Century Mortgage Loan Purchase Agreement, in each case, solely as such rights
relate to the Mortgage Loans included in the Trust Fund, (v) its rights under
the New Century Corp. Guarantee, solely as such rights relate to the Mortgage
Loans included in the Trust Fund, and (vi) the Collection Account, the
Distribution Account and any REO Account and such assets that are deposited
therein from time to time and any investments thereof, together with any and all
income, proceeds and payments with respect thereto. Notwithstanding the
foregoing, however, the Trust Fund specifically excludes all payments and other
collections of principal and interest due on the Mortgage Loans before the
Cut-off Date.
"Trustee": The Chase Manhattan Bank, a New York banking corporation,
or any successor Trustee appointed as herein provided.
"Trustee Fee": With respect to any Distribution Date, the product of
(x) one-twelfth of the Trustee Fee Rate and (y) the aggregate of the Principal
Balances of all Mortgage Loans as of the opening of business on the first day of
the related Collection Period.
"Trustee Fee Rate": With respect to any Distribution Date, 0.0154%
per annum.
"Underwriter": PaineWebber Incorporated, as underwriter with respect
to the Offered Certificates.
"United States Person" or "U.S. Person": (i) A citizen or resident
of the United States, (ii) a corporation, partnership or other entity treated as
a corporation or partnership for United States federal income tax purposes
organized in or under the laws of the United States or any state thereof or the
District of Columbia (unless, in the case of a partnership, Treasury regulations
provide otherwise) or (iii) an estate the income of which is includible in gross
income for United States tax purposes, regardless of its source, or (iv) a trust
if a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States persons have
authority to control all substantial decisions of the trust. Notwithstanding the
preceding sentence, to the extent provided in Treasury regulations, certain
Trusts in existence on August 20, 1996, and treated as United States persons
prior to such date, that elect to continue to be treated as United States
persons will also be a U.S. Person.
"Unpaid Realized Loss Amount": For any Class B, Class M-1 and Class
M-2 Certificates and as to any Distribution Date, the excess of (x) the
aggregate Applied Realized Loss Amounts applied respect to such Class for all
prior Distribution Dates over (y) the aggregate Realized Loss Amortization
Amounts with respect to such Class for all prior Distribution Dates.
"Value": With respect to any Mortgaged Property, the value thereof
as determined by an independent appraisal made at the time of the origination of
the related Mortgage Loan or the sale price, if the appraisal is not available;
except that, with respect to any Mortgage Loan that is a purchase money mortgage
loan, the lesser of (i) the value thereof as determined by an independent
appraisal made at the time of the origination of such Mortgage Loan, if any, and
(ii) the sales price of the related Mortgaged Property.
"Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. The Voting Rights allocated
among Holders of the Offered Certificates shall be 98%, and shall be allocated
among each such Class according to the fraction, expressed as a percentage, the
numerator of which is the aggregate Certificate Principal Balance of all the
Certificates of such Class then outstanding and the denominator of which is the
aggregate Certificate Principal Balance of all the Offered Certificates then
outstanding. The Voting Rights allocated to each such Class of Certificates
shall be allocated among all holders of each such Class in proportion to the
outstanding Certificate Principal Balance of such Certificates; provided,
however, that any Certificate registered in the name of the Servicer, the
Depositor or the Trustee or any of their respective affiliates shall not be
included in the calculation of Voting Rights. The percentage of all the Voting
Rights allocated among the Holders of the Class X Certificate shall be 2%. The
Class BB and Class R Certificates shall have no Voting Rights.
"Weighted Average Net Mortgage Rate": The weighted average (based on
Principal Balance) of the Net Mortgage Rates of the Mortgage Loans, expressed as
an annual rate and calculated on the basis of twelve months consisting of 30
days each and a 360-day year.
"Written Order to Authenticate": A written order by which the
Depositor directs the Trustee to issue the Certificates.
Section 1.02 Accounting.
Unless otherwise specified herein, for the purpose of any definition
or calculation, whenever amounts are required to be netted, subtracted or added
or any distributions are taken into account such definition or calculation and
any related definitions or calculations shall be determined without duplication
of such functions.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey to the Trustee
without recourse for the benefit of the Certificateholders all the right, title
and interest of the Depositor, including any security interest therein for the
benefit of the Depositor, in and to (i) each Mortgage Loan identified on the
Mortgage Loan Schedules, including the related Cut-off Date Principal Balance,
all interest accruing thereon after the Cut-off Date and all collections in
respect of interest and principal due after the Cut-off Date; (ii) property
which secured each such Mortgage Loan and which has been acquired by foreclosure
or deed in lieu of foreclosure; (iii) its interest in any insurance policies in
respect of the Mortgage Loans; (iv) its rights under Section 6.03 and Section
9.03 of the BNC Mortgage Loan Purchase Agreement and Section 6.03 and Section
9.03 of the New Century Mortgage Loan Purchase Agreement, in each case, solely
as such rights relate to the Mortgage Loans included in the Trust Fund; (v) its
rights under the New Century Corp. Guarantee, solely as such rights relate to
the Mortgage Loans included in the Trust Fund; (vi) all other assets included or
to be included in the Trust Fund; and (vii) all proceeds of any of the
foregoing. Such assignment includes all interest and principal due to the
Depositor or the Servicer after the Cut-off Date with respect to the Mortgage
Loans.
In connection with such transfer and assignment, the Depositor does
hereby deliver to, and deposit with the Trustee, or its designated agent (the
"Custodian"), the following documents or instruments with respect to each
Mortgage Loan (a "Mortgage File") so transferred and assigned:
(i) the original Mortgage Note, endorsed either (A) in blank or (B)
in the following form: "Pay to the order of The Chase Manhattan Bank, as
Trustee under the Pooling and Servicing Agreement, dated as of May 1,
2000, among PaineWebber Mortgage Acceptance Corporation IV, Litton Loan
Servicing LP, BNC Mortgage Inc., NC Capital Corporation and The Chase
Manhattan Bank, Home Equity Asset Backed Certificates, Series 2000-HE-1,
without recourse";
(ii) the original Mortgage with evidence of recording thereon, and
the original recorded power of attorney, if the Mortgage was executed
pursuant to a power of attorney, with evidence of recording thereon or, if
such Mortgage or power of attorney has been submitted for recording but
has not been returned from the applicable public recording office, has
been lost or is not otherwise available, a copy of such Mortgage or power
of attorney, as the case may be, certified to be a true and complete copy
of the original submitted for recording;
(iii) an original Assignment of Mortgage, in form and substance
acceptable for recording. The Mortgage shall be assigned either (A) in
blank or (B) to "The Chase Manhattan Bank, as Trustee under the Pooling
and Servicing Agreement, dated as of May 1, 2000, among PaineWebber
Mortgage Acceptance Corporation IV, Litton Loan Servicing LP, BNC Mortgage
Inc., NC Capital Corporation and The Chase Manhattan Bank, Home Equity
Asset Backed Certificates, Series 2000-HE-1, without recourse";
(iv) an original copy of any intervening assignment of Mortgage
showing a complete chain of assignments; and (v) the original or copies of
each assumption, modification, written assurance or substitution
agreement, if any.
The Trustee agrees to execute and deliver (or cause the Custodian to
execute and deliver) to the Depositor on or prior to the Closing Date an
acknowledgment of receipt of the original Mortgage Note (with any exceptions
noted), substantially in the form attached as Exhibit F-3 hereto.
The Servicer shall promptly (and in no event later than thirty days
following the Closing Date) submit or cause to be submitted for recording, at
the expense of New Century, with respect to New Century Mortgage Loans and BNC,
with respect to the BNC Mortgage Loans, and at no expense to the Trust Fund or
the Trustee, in the appropriate public office for real property records, each
Assignment referred to in Sections 2.01(iii) and (iv) above. In the event that
any such Assignment is lost or returned unrecorded because of a defect therein,
the Servicer shall promptly prepare or cause to be prepared a substitute
Assignment or cure or cause to be cured such defect, as the case may be, and
thereafter cause each such Assignment to be duly recorded.
If any of the documents referred to in Section 2.01(ii), (iii) or
(iv) above has as of the Closing Date been submitted for recording but either
(x) has not been returned from the applicable public recording office or (y) has
been lost or such public recording office has retained the original of such
document, the obligations of the Depositor to deliver such documents shall be
deemed to be satisfied upon (1) delivery to the Trustee or the Custodian no
later than the Closing Date, of a copy of each such document certified by the
Servicer in the case of (x) above or the applicable public recording office in
the case of (y) above to be a true and complete copy of the original that was
submitted for recording and (2) if such copy is certified by the Servicer,
delivery to the Trustee or the Custodian, promptly upon receipt thereof of
either the original or a copy of such document certified by the applicable
public recording office to be a true and complete copy of the original. The
Servicer shall deliver or cause to be delivered to the Trustee or the Custodian
promptly upon receipt thereof any other documents constituting a part of a
Mortgage File received with respect to any Mortgage Loan, including, but not
limited to, any original documents evidencing an assumption or modification of
any Mortgage Loan.
Upon discovery or receipt of notice of any materially defective
document in, or that a document is missing from, a Mortgage File which in each
case results in a breach by the applicable Originator of its representation and
warranty in Section 2.04(b)(xxvi), the Originator shall comply with its
obligations respecting such breach pursuant to Section 2.04. If the defect
results from the failure to comply by the applicable Originator of its
obligations pursuant to Section 6.03 of the related Originator Mortgage Loan
Purchase Agreement, the Trustee shall enforce the obligations of such Originator
thereunder. If the defect results from the failure of the Servicer to comply
with any of its obligations under this Section, the Servicer shall have 120 days
to cure such defect or deliver such missing documents within such time period.
If the Servicer does not cure such defect or deliver such missing documents
within such time period, the Servicer shall indemnify the Trustee, the Depositor
and each Certificateholder pursuant to Section 3.26 for all costs, expenses
(including attorney's fees), and liabilities incurred by the Trust or the
Trustee resulting from such defect.
The Trustee (or its Custodian) shall cause the Assignments of
Mortgage which were delivered in blank to be completed. The Servicer shall cause
all Assignments referred to in Section 2.01(iii) hereof and, to the extent
necessary, in Section 2.01(iv) hereof to be recorded. The Servicer shall be
required to deliver such assignments for recording within 30 days of the Closing
Date. The Servicer shall furnish the Trustee, or its designated agent, with a
copy of each assignment of Mortgage submitted for recording. In the event that
any such Assignment is lost or returned unrecorded because of a defect therein,
the Servicer shall promptly have a substitute Assignment prepared or have such
defect cured, as the case may be, and thereafter cause each such Assignment to
be duly recorded. In the event that any Mortgage Note is endorsed in blank as of
the Closing Date, promptly following the Closing Date the Trustee (or its
Custodian) shall cause to be completed such endorsements "Pay to the order of
The Chase Manhattan Bank, as Trustee under the Pooling and Servicing Agreement,
dated as of May 1, 2000, among PaineWebber Mortgage Acceptance Corporation IV,
Litton Loan Servicing LP, BNC Mortgage Inc., NC Capital Corporation and The
Chase Manhattan Bank, Home Equity Asset Backed Certificates, Series 2000-HE-1,
without recourse."
In the event of a breach by an Originator of any representations and
warranties under the applicable Originator Mortgage Loan Purchase Agreement for
which the applicable Originator has an indemnity obligation under Section 9.03
of such Originator Mortgage Loan Purchase Agreement, the Trustee shall enforce
such indemnity obligation against such Originator. Such enforcement, including,
without limitation, the legal prosecution of claims, shall be carried out in
such form, to such extent and at such time as the Trustee would require were it,
in its individual capacity, the owner of the affected Mortgage Loan(s).
The Depositor herewith delivers to the Trustee an executed copy of
the Originator Mortgage Loan Purchase Agreements. Section 2.02 ....Acceptance by
Trustee.
The Trustee acknowledges the receipt of, subject to the provisions
of Section 2.01 and subject to the review described below and any exceptions
noted on the exception report described in the next paragraph below, the
documents referred to in Section 2.01 above and all other assets included in the
definition of "Trust Fund" and declares that it holds and will hold such
documents and the other documents delivered to it constituting a Mortgage File,
and that it holds or will hold all such assets and such other assets included in
the definition of "Trust Fund" in trust for the exclusive use and benefit of all
present and future Certificateholders.
The Trustee agrees, for the benefit of the Certificateholders, to
review (or cause the Custodian to review) each Mortgage File within 60 days
after the Closing Date (or, with respect to any document delivered after the
Startup Day, within 60 days of receipt and with respect to any Qualified
Substitute Mortgage, within 60 days after the assignment thereof) and to certify
in substantially the form attached hereto as Exhibit F-1 that, as to each
Mortgage Loan listed in the applicable Mortgage Loan Schedule (other than any
Mortgage Loan paid in full or any Mortgage Loan specifically identified in the
exception report annexed thereto as not being covered by such certification),
(i) all documents required to be delivered to it pursuant to Section 2.01 of
this Agreement are in its possession, (ii) such documents have been reviewed by
it and have not been mutilated, damaged or torn and relate to such Mortgage Loan
and (iii) based on its examination and only as to the foregoing, the information
set forth in the Mortgage Loan Schedule that corresponds to items (1), (2), (3),
(5), (12) and (17) (in the case of (17), only as to whether there is a
prepayment penalty) of the Mortgage Loan Schedule accurately reflects
information set forth in the Mortgage File. It is herein acknowledged that, in
conducting such review, the Trustee (or the Custodian, as applicable) is under
no duty or obligation to inspect, review or examine any such documents,
instruments, certificates or other papers to determine that they are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be on
their face.
Prior to the first anniversary date of this Agreement the Trustee
shall deliver (or cause the Custodian to deliver) to the Depositor and the
Servicer a final certification in the form annexed hereto as Exhibit F-2
evidencing the completeness of the Mortgage Files, with any applicable
exceptions noted thereon.
If in the process of reviewing the Mortgage Files and making or
preparing, as the case may be, the certifications referred to above, the Trustee
(or the Custodian, as applicable) finds any document or documents constituting a
part of a Mortgage File to be missing or defective in any material respect, at
the conclusion of its review the Trustee shall so notify the Depositor and the
Servicer. In addition, upon the discovery by the Depositor, the Originators or
the Servicer (or upon receipt by the Trustee of written notification of such
breach) of a breach of any of the representations and warranties made by an
Originator in respect of any Mortgage Loan which materially adversely affects
such Mortgage Loan or the interests of the related Certificateholders in such
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties.
The Depositor and the Trustee intend that the assignment and
transfer herein contemplated constitute a sale of the Mortgage Loans and the
Related Documents, conveying good title thereto free and clear of any liens and
encumbrances, from the Depositor to the Trustee and that such property not be
part of the Depositor's estate or property of the Depositor in the event of any
insolvency by the Depositor. In the event that such conveyance is deemed to be,
or to be made as security for, a loan, the parties intend that the Depositor
shall be deemed to have granted and does hereby grant to the Trustee a first
priority perfected security interest in all of the Depositor's right, title and
interest in and to the Mortgage Loans and the Related Documents, and that this
Agreement shall constitute a security agreement under applicable law.
Notwithstanding anything to the contrary contained herein, the
parties hereto acknowledge that the functions of the Trustee with respect to the
custody, acceptance, inspection and release of the Mortgage Files pursuant to
Sections 2.01, 2.02 and 2.04 and preparation and delivery of the certifications
in the form of Exhibit F-1 and Exhibit F-2 shall be performed by the Custodian
pursuant to the terms and conditions of the Custodial Agreement. The fees of the
Custodian shall be paid by the Trustee from the Trustee Fee in an amount not to
exceed the Custodian Fee.
The Trustee shall, for the benefit of the Certificateholders,
enforce the obligations of the applicable Originator under Section 6.03 and
Section 9.03 of the applicable Originator Mortgage Loan Purchase Agreement. Such
enforcement, including, without limitation, the legal prosecution of claims,
shall be carried out in such form, to such extent and at such time as the
Trustee would require were it, in its individual capacity, the owner of the
affected Mortgage Loan(s).
Section 2.03 [Reserved].
Section 2.04 Representations and Warranties of the Originators;
Remedies for Breaches and Document Defects. (a) Each Originator hereby
represents and warrants to the Depositor, the Servicer and the Trustee for the
benefit of the Certificateholders that as of the Closing Date or as of such date
specifically provided in this Section:
(i) The Originator is a corporation duly organized, validly existing
and in good standing under the laws of the state of its incorporation and
has all licenses necessary to carry on its business as now being conducted
and is licensed, qualified and in good standing in each state wherein it
owns or leases any material properties or where a Mortgaged Property is
located, if the laws of such state require licensing or qualification in
order to conduct business of the type conducted by the Originator, and in
any event the Originator is in compliance with the laws of any such state
to the extent necessary to ensure the enforceability of the related
Mortgage Loan in accordance with the terms of the applicable Originator
Mortgage Loan Purchase Agreement; the Originator had the full corporate
power, authority and legal right to hold, transfer and convey the Mortgage
Loans to the Transferor and to execute and deliver this Agreement and the
applicable Originator Mortgage Loan Purchase Agreement and to perform its
obligations hereunder and thereunder; the execution, delivery and
performance of this Agreement and the applicable Originator Mortgage Loan
Purchase Agreement by the Originator and the consummation of the
transactions contemplated hereby and thereby have been duly and validly
authorized; this Agreement, the applicable Originator Mortgage Loan
Purchase Agreement and all agreements contemplated hereby and thereby have
been duly executed and delivered and constitute the valid, legal, binding
and enforceable obligations of the Originator, regardless of whether such
enforcement is sought in a proceeding in equity or at law; and all
requisite corporate action has been taken by the Originator to make this
Agreement and the applicable Originator Mortgage Loan Purchase Agreement
and all agreements contemplated hereby and thereby valid and binding upon
the Originator in accordance with their terms;
(ii) The consummation of the transactions contemplated by this
Agreement and the applicable Originator Mortgage Loan Purchase Agreement
are in the ordinary course of business of the Originator, and the
transfer, assignment and conveyance of the Mortgage Notes and the
Mortgages by the Originator pursuant to the applicable Originator Mortgage
Loan Purchase Agreement was not subject to the bulk transfer or any
similar statutory provisions in effect in any applicable jurisdiction;
(iii) Neither the execution and delivery of this Agreement or the
applicable Originator Mortgage Loan Purchase Agreement, the acquisition or
origination of the Mortgage Loans by the Originator, the sale of the
Mortgage Loans to the Transferor, the consummation of the transactions
contemplated hereby or by the applicable Originator Mortgage Loan Purchase
Agreement, nor the fulfillment of or compliance with the terms and
conditions of this Agreement or the applicable Originator Mortgage Loan
Purchase Agreement, will conflict with or result in a breach of any of the
terms, conditions or provisions of the Originator's charter or by-laws or
any legal restriction or any agreement or instrument to which the
Originator is now a party or by which it is bound, or constitute a default
or result in an acceleration under any of the foregoing, or result in the
violation of any law, rule, regulation, order, judgment or decree to which
the Originator or its property is subject, or result in the creation or
imposition of any lien, charge or encumbrance that would have an adverse
effect upon any of its properties pursuant to the terms of any mortgage,
contract, deed of trust or other instrument, or impair the ability of the
Trustee to realize on the Mortgage Loans originated by such Originator and
included in the Trust Fund, impair the value of the Mortgage Loans, or
impair the ability of the Trustee to realize the full amount of any
insurance benefits accruing pursuant to the Mortgage Loans;
(iv) The Originator does not believe, nor does it have any reason or
cause to believe, that it cannot perform each and every covenant contained
in this Agreement and the applicable Originator Mortgage Loan Purchase
Agreement. The Originator is solvent and the sale of the Mortgage Loans to
the Transferor did not cause the Originator to become insolvent. The sale
of the Mortgage Loans to the Transferor was not undertaken with the intent
to hinder, delay or defraud any of Originator's creditors;
(v) There is no action, suit, proceeding or investigation pending or
threatened, to the Originator's knowledge, against the Originator, before
any court, administrative agency or other tribunal asserting the
invalidity of this Agreement or the applicable Originator Mortgage Loan
Purchase Agreement, seeking to prevent the consummation of any of the
transactions contemplated hereby or thereby or which, either in any one
instance or in the aggregate, may result in any material adverse change in
the business, operations, financial condition, properties or assets of the
Originator, or in any material impairment of the right or ability of the
Originator to carry on its business substantially as now conducted, or in
any material liability on the part of the Originator, or which would draw
into question the validity of this Agreement, the applicable Originator
Mortgage Loan Purchase Agreement or the Mortgage Loans or of any action
taken or to be taken in connection with the obligations of the Originator
contemplated herein, or which would be likely to impair materially the
ability of the Originator to perform under the terms of this Agreement or
the applicable Originator Mortgage Loan Purchase Agreement; (vi) No
consent, approval, authorization or order of, or registration or filing
with, or notice to any court or governmental agency or body including HUD,
the FHA or the VA is required for the execution, delivery and performance
by the Originator of or compliance by the Originator with this Agreement,
the applicable Originator Mortgage Loan Purchase Agreement or the Mortgage
Loans, the delivery of a portion of the Mortgage Files to the Transferor
or the sale of the Mortgage Loans to the Transferor or the consummation of
the transactions contemplated by this Agreement or the applicable
Originator Mortgage Loan Purchase Agreement, or if required, such approval
has been obtained prior to the Closing Date;
(vii) No information, statement, certificate, tape, diskette,
report, form, or other document furnished or to be furnished by the
Originator pursuant to this Agreement or the applicable Originator
Mortgage Loan Purchase Agreement contains or will contain any untrue
statement of fact or omits or will omit to state a fact necessary to make
the statements contained herein or therein not misleading;
(b) Each Originator hereby represents and warrants to the
Depositor, the Servicer and to the Trustee for the benefit of the
Certificateholders, with respect to each Mortgage Loan originated by
such Originator, that as of the Closing Date or as of such other
applicable date specifically provided in this Section:
(i) Mortgage Loans as Described. The information set forth in the
applicable Mortgage Loan Schedule is complete, true and correct;
(ii) Payments Current. Except as set forth on the applicable
Mortgage Loan Schedule hereto, no payment required under the Mortgage Loan
is 30 days or more Delinquent nor has any payment under the Mortgage Loan
been 30 days or more Delinquent at any time since the origination of the
Mortgage Loan;
(iii) No Outstanding Charges. There are no defaults in complying
with the terms of the Mortgage, and all taxes, governmental assessments,
insurance premiums, water, sewer and municipal charges, leasehold payments
or ground rents which previously became due and owing have been paid, or
an escrow of funds has been established in an amount sufficient to pay for
every such item which remains unpaid and which has been assessed but is
not yet due and payable. The Originator has not advanced funds, or
induced, solicited or knowingly received any advance of funds by a party
other than the Mortgagor, directly or indirectly, for the payment of any
amount required under the Mortgage Loan, except for interest accruing from
the date of the Mortgage Note or date of disbursement of the Mortgage Loan
proceeds, whichever is earlier, to the day which precedes by one month the
Due Date of the first installment of principal and interest;
(iv) Original Terms Unmodified. The terms of the Mortgage Note and
Mortgage have not been impaired, waived, altered or modified in any
respect, from the date of origination except by a written instrument which
has been recorded, if necessary to protect the interests of the
Transferor, and which has been delivered to the Custodian or to such other
Person as the Transferor shall designate in writing, and the terms of
which are reflected in the Mortgage Loan Schedule. The substance of any
such waiver, alteration or modification has been approved by the title
insurer, if any, to the extent required by the policy, and its terms are
reflected on the Mortgage Loan Schedule, if applicable. No Mortgagor has
been released, in whole or in part, except in connection with an
assumption agreement, approved by the title insurer, to the extent
required by the policy, and which assumption agreement is part of the
Mortgage File delivered to the Custodian or to such other Person as the
Transferor shall designate in writing and the terms of which are reflected
in the applicable Mortgage Loan Schedule;
(v) No Defenses. The Mortgage Loan is not subject to any right of
rescission, set-off, counterclaim or defense, including without limitation
the defense of usury, nor will the operation of any of the terms of the
Mortgage Note or the Mortgage, or the exercise of any right thereunder,
render either the Mortgage Note or the Mortgage unenforceable, in whole or
in part and no such right of rescission, set-off, counterclaim or defense
has been asserted with respect thereto, and no Mortgagor was a debtor in
any state or Federal bankruptcy or insolvency proceeding at the time the
Mortgage Loan was originated;
(vi) Hazard Insurance. Pursuant to the terms of the Mortgage, all
buildings or other improvements upon the Mortgaged Property are insured by
a generally acceptable insurer against loss by fire, hazards of extended
coverage and such other hazards as are provided for in the Fannie Mae
Guides or by Freddie Mac. If required by the Flood Disaster Protection Act
of 1973, as amended, each Mortgage Loan is covered by a flood insurance
policy meeting the requirements of the current guidelines of the Federal
Insurance Administration is in effect which policy conforms to Fannie Mae
and Freddie Mac. All individual insurance policies contain a standard
mortgagee clause naming the Originator and its successors and assigns as
mortgagee, and all premiums thereon have been paid. The Mortgage obligates
the Mortgagor thereunder to maintain the hazard insurance policy at the
Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to obtain and maintain such
insurance at such Mortgagor's cost and expense, and to seek reimbursement
therefor from the Mortgagor. Where required by state law or regulation,
the Mortgagor has been given an opportunity to choose the carrier of the
required hazard insurance, provided the policy is not a "master" or
"blanket" hazard insurance policy covering a condominium, or any hazard
insurance policy covering the common facilities of a planned unit
development. The hazard insurance policy is the valid and binding
obligation of the insurer, is in full force and effect, and will be in
full force and effect and inure to the benefit of the Trustee for the
benefit of the Certificateholders upon the consummation of the
transactions contemplated by this Agreement. The Originator has not
engaged in, and has no knowledge of the Mortgagor's having engaged in, any
act or omission which would impair the coverage of any such policy, the
benefits of the endorsement provided for herein, or the validity and
binding effect of either including, without limitation, no unlawful fee,
commission, kickback or other unlawful compensation or value of any kind
has been or will be received, retained or realized by any attorney, firm
or other person or entity, and no such unlawful items have been received,
retained or realized by the Originator;
(vii) Compliance with Applicable Laws. Any and all requirements of
any federal, state or local law including, without limitation, usury,
truth-in-lending, real estate settlement procedures, consumer credit
protection, equal credit opportunity and disclosure laws applicable to the
Mortgage Loan have been complied with, the consummation of the
transactions contemplated hereby will not involve the violation of any
such laws or regulations, and the Originator shall maintain in its
possession, available for inspection by the Trustee, the Servicer and the
Depositor, and shall deliver to the Trustee, the Servicer or the Depositor
upon demand, evidence of compliance with all such requirements;
(viii) No Satisfaction of Mortgage. The Mortgage has not been
satisfied, canceled, subordinated or rescinded, in whole or in part, and
the Mortgaged Property has not been released from the lien of the
Mortgage, in whole or in part, nor has any instrument been executed that
would effect any such release, cancellation, subordination or rescission.
The Originator has not waived the performance by the Mortgagor of any
action, if the Mortgagor's failure to perform such action would cause the
Mortgage Loan to be in default, nor has the Originator waived any default
resulting from any action or inaction by the Mortgagor;
(ix) Location and Type of Mortgaged Property. The Mortgaged Property
is located in the state identified in the applicable Mortgage Loan
Schedule and consists of a single parcel of real property with a detached
single family residence erected thereon, or a two- to four-family
dwelling, or an individual condominium unit in a low-rise condominium
project, or an individual unit in a planned unit development or a de
minimis planned unit development which is in each case four stories or
less, provided, however, that any condominium unit, planned unit
development or manufactured housing unit shall conform with the applicable
Fannie Mae and Freddie Mac requirements regarding such dwellings and that
no Mortgage Loan is secured by a single parcel of real property with a
cooperative housing corporation, a log home, a mobile home that does not
meet the requirements herein for manufactured housing units or by a
mixed-use property, a property in excess of 10 acres, or other unique
property types. As of the date of origination, no portion of the Mortgaged
Property was used for commercial purposes, and since the date of
origination, no portion of the Mortgaged Property has been used for
commercial purposes. With respect to any Mortgage Loan secured by a
Mortgaged Property improved by a manufactured housing unit, (i) the
related manufactured housing unit is permanently affixed to the land, and
(ii) the related manufactured housing unit and the related land are
subject to a Mortgage properly filed in the appropriate public recording
office and naming the Originator as mortgagee.
(x) Valid First and Second Lien. Each Mortgage is a valid and
subsisting first lien, in the case of First Lien Mortgage Loans, or second
lien, in the case of Second Lien Mortgage Loans, of record on a single
parcel of real estate constituting the Mortgaged Property, including all
buildings and improvements on the Mortgaged Property and all installations
and mechanical, electrical, plumbing, heating and air conditioning systems
located in or annexed to such buildings, and all additions, alterations
and replacements made at any time, subject in all cases to the exceptions
to title set forth in the title insurance policy with respect to the
related Mortgage Loan, which exceptions are generally acceptable to
mortgage lending companies, and such other exceptions to which similar
properties are commonly subject and which do not individually, or in the
aggregate, materially and adversely affect the benefits of the security
intended to be provided by such Mortgage. In no event shall any Mortgage
Loan be in a lien position more junior than a second lien. The lien of the
Mortgage is subject only to: (1) with respect to second lien Mortgage
Loans, the lien of the first mortgage on the Mortgaged Property; (2) the
lien of current real property taxes and assessments not yet due and
payable; (3) covenants, conditions and restrictions, rights of way,
easements and other matters of the public record as of the date of
recording acceptable to prudent mortgage lending institutions generally
and specifically referred to in the lender's title insurance policy
delivered to the originator of the Mortgage Loan and (a) specifically
referred to or otherwise considered in the appraisal made for the
originator of the Mortgage Loan or (b) which do not adversely affect the
Value of the Mortgaged Property set forth in such appraisal; and (4) other
matters to which like properties are commonly subject which do not
materially interfere with the benefits of the security intended to be
provided by the Mortgage or the use, enjoyment, value or marketability of
the related Mortgaged Property.
Any security agreement, chattel mortgage or equivalent document related to
and delivered in connection with the Mortgage Loan establishes and creates
a valid, subsisting, enforceable and perfected first or second lien and
first or second priority security interest, as applicable, on the property
described therein and the Originator had the full right to sell and assign
the same to the Transferor;
(xi) Validity of Mortgage Documents. The Mortgage Note and the
Mortgage and any other agreement executed and delivered by a Mortgagor in
connection with a Mortgage Loan are genuine, and each is the legal, valid
and binding obligation of the maker thereof enforceable in accordance with
its terms. All parties to the Mortgage Note, the Mortgage and any other
such related agreement had legal capacity to enter into the Mortgage Loan
and to execute and deliver the Mortgage Note, the Mortgage and any such
agreement, and the Mortgage Note, the Mortgage and any other such related
agreement have been duly and properly executed by other such related
parties. No fraud, error, omission, misrepresentation, negligence or
similar occurrence with respect to a Mortgage Loan has taken place on the
part of any Person, including without limitation, the Mortgagor, any
appraiser, any builder or developer, or any other party involved in the
origination of the Mortgage Loan. The Originator reviewed all of the
documents that were in its possession relating to each Mortgage Loan and
has made such inquiries as it deems necessary to make and confirm the
accuracy of the representations set forth herein;
(xii) Full Disbursement of Proceeds. The Mortgage Loan has been
closed and the proceeds of the Mortgage Loan have been fully disbursed and
there is no requirement for future advances thereunder, and any and all
requirements as to completion of any on-site or off-site improvement and
as to disbursements of any escrow funds therefor have been complied with.
All costs, fees and expenses incurred in making or closing the Mortgage
Loan and the recording of the Mortgage were paid, and the Mortgagor is not
entitled to any refund of any amounts paid or due under the Mortgage Note
or Mortgage;
(xiii) Ownership. At the time of the sale to the Transferor, the
Originator was the sole owner and holder of the Mortgage Loan and the
indebtedness evidenced by each Mortgage Note. The Mortgage Loan was not
assigned or pledged, and the Originator had good, indefeasible and
marketable title thereto, and had full right to transfer and sell the
Mortgage Loan to the Transferor free and clear of any encumbrance, equity,
participation interest, lien, pledge, charge, claim or security interest,
and had full right and authority subject to no interest or participation
of, or agreement with, any other party, to sell and assign each Mortgage
Loan pursuant to the applicable Originator Mortgage Loan Purchase
Agreement and following the sale of each Mortgage Loan, the Transferor
owned such Mortgage Loan free and clear of any encumbrance, equity,
participation interest, lien, pledge, charge, claim or security interest.
The Originator relinquished all rights to possess, control and monitor the
Mortgage Loan. The Originator has no right to modify or alter the terms of
the sale of the Mortgage Loan and the Originator has no obligation or
right to repurchase the Mortgage Loan or substitute another Mortgage Loan,
except as provided in this Agreement and the applicable Mortgage Loan
Purchase Agreement;
(xiv) Doing Business. All parties which have had any interest in the
Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are
(or, during the period in which they held and disposed of such interest,
were) (1) in compliance with any and all applicable licensing requirements
of the laws of the state wherein the Mortgaged Property is located, and
(2) either (i) organized under the laws of such state, or (ii) qualified
to do business in such state, or (iii) a federal savings and loan
association, a savings bank or a national bank having a principal office
in such state, or (3) not doing business in such state;
(xv) Loan-to-Value Ratio. No Mortgage Loan has an Loan-to-Value
Ratio greater than 90%;
(xvi) Title Insurance. The Mortgage Loan is covered by an ALTA
lender's title insurance policy or other generally acceptable form of
policy or insurance acceptable to Fannie Mae or Freddie Mac and each such
title insurance policy is issued by a title insurer acceptable to Fannie
Mae or Freddie Mac and qualified to do business in the jurisdiction where
the Mortgaged Property is located, insuring the Originator, its successors
and assigns, as to the first priority lien or second priority lien, as
applicable, of the Mortgage in the original principal amount of the
Mortgage Loan, subject only to the exceptions contained in clauses (1) and
(2) of paragraph (b)(x) of this Subsection 2.04. Where required by state
law or regulation, the Mortgagor has been given the opportunity to choose
the carrier of the required mortgage title insurance. Additionally, such
lender's title insurance policy affirmatively insures ingress and egress,
and against encroachments by or upon the Mortgaged Property or any
interest therein. The Originator, its successor and assigns, are the sole
insureds of such lender's title insurance policy, and such lender's title
insurance policy is valid and remains in full force and effect and will be
in force and effect upon the consummation of the transactions contemplated
by this Agreement. No claims have been made under such lender's title
insurance policy, and no prior holder of the related Mortgage, including
the Originator, has done, by act or omission, anything which would impair
the coverage of such lender's title insurance policy, including without
limitation, no unlawful fee, commission, kickback or other unlawful
compensation or value of any kind has been or will be received, retained
or realized by any attorney, firm or other person or entity, and no such
unlawful items have been received, retained or realized by the Originator;
(xvii) No Defaults. There is no default, breach, violation or event
which would permit acceleration existing under the Mortgage or the
Mortgage Note and no event which, with the passage of time or with notice
and the expiration of any grace or cure period, would constitute a
default, breach, violation or event which would permit acceleration, and
neither the Originator nor any of its affiliates nor any of their
respective predecessors, have waived any default, breach, violation or
event which would permit acceleration;
(xviii) No Mechanics' Liens. There are no mechanics' or similar
liens or claims which have been filed for work, labor or material (and no
rights are outstanding that under law could give rise to such liens)
affecting the related Mortgaged Property which are or may be liens prior
to, or equal or coordinate with, the lien of the related Mortgage;
(xix) Location of Improvements; No Encroachments. All improvements
which were considered in determining the Value of the Mortgaged Property
lay wholly within the boundaries and building restriction lines of the
Mortgaged Property, and no improvements on adjoining properties encroach
upon the Mortgaged Property. No improvement located on or being part of
the Mortgaged Property is in violation of any applicable zoning law or
regulation;
(xx) Origination; Payment Terms. The Mortgage Loan was originated by
a mortgagee approved by the Secretary of Housing and Urban Development
pursuant to Sections 203 and 211 of the National Housing Act, a savings
and loan association, a savings bank, a commercial bank, credit union,
insurance company or other similar institution which is supervised and
examined by a federal or state authority. The documents, instruments and
agreements submitted for loan underwriting were not falsified and contain
no untrue statement of material fact or omit to state a material fact
required to be stated therein or necessary to make the information and
statements therein not misleading. Principal payments on the Mortgage Loan
commenced no more than sixty days after funds were disbursed in connection
with the Mortgage Loan. The Mortgage Interest Rate is as set forth on the
applicable Mortgage Loan Schedule. The Mortgage Note is payable in equal
monthly installments of principal and interest and, except for the Balloon
Mortgage Loans identified on the applicable Mortgage Loan Schedule, with
interest calculated and payable in arrears, sufficient to amortize the
Mortgage Loan fully by the stated maturity date, over an original term of
not more than thirty years from commencement of amortization. Unless
otherwise specified on the applicable Mortgage Loan Schedule, the Mortgage
Loan is payable on the first day of each month;
(xxi) Customary Provisions. The Mortgage contains customary and
enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the Mortgaged Property
of the benefits of the security provided thereby, including, (x) in the
case of a Mortgage designated as a deed of trust, by trustee's sale, and
(y) otherwise by judicial foreclosure. Upon default by a Mortgagor on a
Mortgage Loan and foreclosure on, or trustee's sale of, the Mortgaged
Property pursuant to the proper procedures, the holder of the Mortgage
Loan will be able to deliver good and merchantable title to the Mortgaged
Property. There is no homestead or other exemption available to a
Mortgagor which would interfere with the right to sell the Mortgaged
Property at a trustee's sale or the right to foreclose the Mortgage,
subject to applicable federal and state laws and judicial precedent with
respect to bankruptcy and right of redemption or similar law;
(xxii) Conformance with Agency and Underwriting Standards. The
Mortgage Loan was underwritten in accordance with the Underwriting
Standards attached to the applicable Originator Mortgage Loan Purchase
Agreement. The Mortgage Note and Mortgage are on forms acceptable to
Freddie Mac or Fannie Mae and neither the Originator nor the Interim
Servicer (as defined in the applicable Originator Mortgage Loan Purchase
Agreement) has made any representations to a Mortgagor that are
inconsistent with the mortgage instruments used;
(xxiii) Occupancy of the Mortgaged Property. As of the Closing Date
the Mortgaged Property is lawfully occupied under applicable law. All
inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of the Mortgaged Property and, with
respect to the use and occupancy of the same, including but not limited to
certificates of occupancy and fire underwriting certificates, have been
made or obtained from the appropriate authorities. Except for those
Mortgage Loans set forth on the applicable Mortgage Loan Schedule that are
not listed as owner occupied, the Mortgagor represented at the time of
origination of the Mortgage Loan that the Mortgagor would occupy the
Mortgaged Property as the Mortgagor's primary residence;
(xxiv) No Additional Collateral. The Mortgage Note is not and has
not been secured by any collateral except the lien of the corresponding
Mortgage and the security interest of any applicable security agreement or
chattel mortgage referred to in clause (b)(x) above;
(xxv) Deeds of Trust. In the event the Mortgage constitutes a deed
of trust, a trustee, authorized and duly qualified under applicable law to
serve as such, has been properly designated and currently so serves and is
named in the Mortgage, and no fees or expenses are or will become payable
by the Transferor, the Depositor, or the Trustee to the trustee under the
deed of trust, except in connection with a trustee's sale after default by
the Mortgagor;
(xxvi) Delivery of Mortgage Documents. The Mortgage Note, the
Mortgage, the Assignment and any other documents required to be delivered
with respect to each Mortgage Loan pursuant to the applicable Originator
Mortgage Loan Purchase Agreement, were delivered to the Transferor, or its
designee, all in compliance with the specific requirements of the
applicable Originator Mortgage Loan Purchase Agreement;
(xxvii) Condominiums/Planned Unit Developments. If the Mortgaged
Property is a condominium unit or a planned unit development (other than a
de minimis planned unit development) such condominium or planned unit
development project is (i) acceptable to Fannie Mae or Freddie Mac or (ii)
located in a condominium or planned unit development project which has
received project approval from Fannie Mae or Freddie Mac. The
representations and warranties required by Fannie Mae with respect to such
condominium or planned unit development have been satisfied and remain
true and correct;
(xxviii) Transfer of Mortgage Loans. The Assignment with respect to
each Mortgage Loan is in recordable form and is acceptable for recording
under the laws of the jurisdiction in which the Mortgaged Property is
located. The transfer, assignment and conveyance of the Mortgage Notes and
the Mortgages by the Originator are not subject to the bulk transfer or
similar statutory provisions in effect in any applicable jurisdiction;
(xxix) Due-On-Sale. With respect to each Mortgage Loan, the Mortgage
contains a provision for the acceleration of the payment of the unpaid
principal balance of the Mortgage Loan in the event that the Mortgaged
Property is sold or transferred without the prior written consent of the
mortgagee thereunder, and to the best of the Originator's knowledge, such
provision is enforceable;
(xxx) Fixed Rate; No Balloon Mortgage Loans. Each Mortgage Loan
provides for payment of interest at a fixed rate and, other than as set
forth on the applicable Mortgage Loan Schedule, no Mortgage Loan is a
Balloon Mortgage Loan.
(xxxi) No Buydown Provisions; No Graduated Payments or Contingent
Interests. The Mortgage Loan does not contain provisions pursuant to which
Monthly Payments are paid or partially paid with funds deposited in any
separate account established by the Originator, the Mortgagor, or anyone
on behalf of the Mortgagor, or paid by any source other than the Mortgagor
nor does it contain any other similar provisions which may constitute a
"buydown" provision. The Mortgage Loan is not a graduated payment mortgage
loan, and the Mortgage Loan does not have a shared appreciation or other
contingent interest feature;
(xxxii) Consolidation of Future Advances. Any future advances made
to the Mortgagor prior to the Cut-off Date have been consolidated with the
outstanding principal amount secured by the Mortgage, and the secured
principal amount, as consolidated, bears a single interest rate and single
repayment term. The lien of the Mortgage securing the consolidated
principal amount is expressly insured as having first or second lien
priority by a title insurance policy, an endorsement to the policy
insuring the mortgagee's consolidated interest or by other title evidence
acceptable to Fannie Mae and Freddie Mac. The consolidated principal
amount does not exceed the original principal amount of the Mortgage Loan;
(xxxiii) Mortgaged Property Undamaged; No Condemnation Proceedings.
There is no proceeding pending or threatened for the total or partial
condemnation of the Mortgaged Property. The Mortgaged Property is
undamaged by waste, fire, earthquake or earth movement, windstorm, flood,
tornado or other casualty so as to affect adversely the value of the
Mortgaged Property as security for the Mortgage Loan or the use for which
the premises were intended and each Mortgaged Property is in good repair.
There have not been any condemnation proceedings with respect to the
Mortgaged Property and the Originator has no knowledge of any such
proceedings in the future;
(xxxiv) Collection Practices; Escrow Deposits. The origination,
servicing and collection practices utilized with respect to the Mortgage
Loan have been in all respects in compliance with Accepted Servicing
Practices, as defined in the applicable Originator Mortgage Loan Purchase
Agreement, applicable laws and regulations, and have been in all respects
legal and proper. With respect to escrow deposits and Escrow Payments,
there exist no deficiencies in connection therewith for which customary
arrangements for repayment thereof have not been made. All Escrow Payments
have been collected in full compliance with state and federal law and the
provisions of the related Mortgage Note and Mortgage. An escrow of funds
is not prohibited by applicable law and has been established in an amount
sufficient to pay for every item that remains unpaid and has been assessed
but is not yet due and payable. No escrow deposits or Escrow Payments or
other charges or payments due the Originator have been capitalized under
the Mortgage or the Mortgage Note. Any interest required to be paid
pursuant to state, federal and local law has been properly paid and
credited;
(xxxv) Other Insurance Policies. No action, inaction or event has
occurred and no state of facts exists or has existed that has resulted or
will result in the exclusion from, denial of, or defense to coverage under
any applicable special hazard insurance policy or bankruptcy bond,
irrespective of the cause of such failure of coverage. In connection with
the placement of any such insurance, no commission, fee, or other
compensation has been or will be received by the Originator or by any
officer, director, or employee of the Originator or any designee of the
Originator or any corporation in which the Originator or any officer,
director, or employee had a financial interest at the time of placement of
such insurance;
(xxxvi) No Violation of Environmental Laws. There is no pending
action or proceeding directly involving the Mortgaged Property in which
compliance with any environmental law, rule or regulation is an issue;
there is no violation of any environmental law, rule or regulation with
respect to the Mortgage Property; and nothing further remains to be done
to satisfy in full all requirements of each such law, rule or regulation
constituting a prerequisite to use and enjoyment of said property;
(xxxvii) Soldiers' and Sailors' Civil Relief Act. The Mortgagor has
not notified the Originator, and the Originator has no knowledge of any
relief requested or allowed to the Mortgagor under the Soldiers' and
Sailors' Civil Relief Act of 1940;
(xxxviii) Appraisal. The Mortgage File contains an appraisal of the
related Mortgaged Property signed prior to the approval of the Mortgage
Loan application by a Qualified Appraiser, as defined in the applicable
Originator Mortgage Loan Purchase Agreement, and the appraisal and
appraiser both satisfy the requirements of Fannie Mae or Freddie Mac and
Title XI of the Financial Institutions Reform, Recovery, and Enforcement
Act of 1989 and the regulations promulgated thereunder, all as in effect
on the date the Mortgage Loan was originated;
(xxxix) Disclosure Materials. The Mortgagor has executed a statement
to the effect that the Mortgagor has received all disclosure materials
required by, and the applicable Interim Servicer (as defined in the
applicable Originator Mortgage Loan Purchase Agreement) has complied with,
all applicable law with respect to the making of the Mortgage Loans. The
Originator caused the applicable Interim Servicer to maintain such
statements in the file maintained for such Mortgage Loan;
(xl) Construction or Rehabilitation of Mortgaged Property. No
Mortgage Loan was made in connection with the construction or
rehabilitation of a Mortgaged Property or facilitating the trade-in or
exchange of a Mortgaged Property;
(xli) Value of Mortgaged Property. The Originator has no knowledge
of any circumstances existing that could reasonably be expected to
adversely affect the value or the marketability of any Mortgaged Property
or Mortgage Loan or to cause the Mortgage Loans to prepay during any
period materially faster or slower than similar mortgage loans originated,
held or acquired by the Originator generally secured by property located
in the same geographical area as the related Mortgaged Property;
(xlii)No Defense to Insurance Coverage. No action has been taken or
failed to be taken, no event has occurred and no state of facts exists or
has existed on or prior to the Closing Date (whether or not known to the
Originator on or prior to such date) which has resulted or will result in
an exclusion from, denial of, or defense to coverage under any primary
mortgage insurance (including, without limitation, any exclusions, denials
or defenses which would limit or reduce the availability of the timely
payment of the full amount of the loss otherwise due thereunder to the
insured) whether arising out of actions, representations, errors,
omissions, negligence, or fraud of the Originator, the related Mortgagor
or any party involved in the application for such coverage, including the
appraisal, plans and specifications and other exhibits or documents
submitted therewith to the insurer under such insurance policy, or for any
other reason under such coverage, but not including the failure of such
insurer to pay by reason of such insurer's breach of such insurance policy
or such insurer's financial inability to pay;
(xliii) [Reserved].
(xliv)Credit Information. As to each consumer report (as defined in
the Fair Credit Reporting Act, Public Law 91-508) or other credit
information furnished by the Originator to the Transferor, that Originator
has full right and authority and was not precluded by law or contract from
furnishing such information to the Transferor and the Transferor is not
precluded from furnishing the same to any subsequent or prospective
purchaser of such Mortgage;
(xlv) Leaseholds. If the Mortgage Loan is secured by a long-term
residential lease, (1) the lessor under the lease holds a fee simple
interest in the land; (2) the terms of such lease expressly permit the
mortgaging of the leasehold estate, the assignment of the lease without
the lessor's consent and the acquisition by the holder of the Mortgage of
the rights of the lessee upon foreclosure or assignment in lieu of
foreclosure or provide the holder of the Mortgage with substantially
similar protections; (3) the terms of such lease do not (a) allow the
termination thereof upon the lessee's default without the holder of the
Mortgage being entitled to receive written notice of, and opportunity to
cure, such default, (b) allow the termination of the lease in the event of
damage or destruction as long as the Mortgage is in existence, (c)
prohibit the holder of the Mortgage from being insured (or receiving
proceeds of insurance) under the hazard insurance policy or policies
relating to the Mortgaged Property or (d) permit any increase in rent
other than pre-established increases set forth in the lease; (4) the
original term of such lease is not less than 15 years; (5) the term of
such lease does not terminate earlier than five years after the maturity
date of the Mortgage Note; and (6) the Mortgaged Property is located in a
jurisdiction in which the use of leasehold estates in transferring
ownership in residential properties is a widely accepted practice;
(xlvi) Prepayment Penalty. Each Mortgage Loan is subject to a
prepayment penalty as provided in the related Mortgage Note except as set
forth on the applicable Mortgage Loan Schedule;
(xlvii) Section 32 Loans. Unless otherwise specified on the
applicable Mortgage Loan Schedule, none of the Mortgage Loans are "High
Rate, High Cost" loans or Section 226.32 loans ("Section 32 Loans") as
described in Regulation Z of the Truth in Lending Act. However, all
Section 32 Loans have all necessary and appropriate documentation and such
documentation is contained in the related Mortgage File;
(xlviii) Texas Home Equity Loans. With respect to any Mortgage Loan
which is an extension of credit described in Section 50(a)(6), Article XVI
of the Texas Constitution, any and all requirements of Section 50, Article
XVI of the Texas Constitution applicable to such extension of credit which
were in effect at the time of the origination of the Mortgage Loan have
been complied with. Specifically, without limiting the generality of the
foregoing, any fees paid in connection with such Mortgage Loan in order
for the Mortgagor to receive a reduced interest rate are not required to
be included in the calculation of the aggregate fees pursuant to Section
50(a)(6)(E) of the Texas Constitution; and
(xlix) Qualified Mortgage. The Mortgage Loan is a qualified mortgage
under Section 860G(a)(3) of the Code. (c) Upon discovery or receipt of
written notice of any breach of any representation, warranty or covenant
in this Section by an Originator which materially adversely affects the
value of the Mortgage Loans or the interest therein of the Trustee, on
behalf of the Certificateholders (or which materially and adversely
affects the value of the applicable Mortgage Loan or the interest therein
of the Trustee, on behalf of the Certificateholders, in the case of
representations and warranties set forth in Sections 2.04(b)), the Trustee
shall promptly notify the Depositor, the applicable Originator and the
Servicer of such breach and request that the Originator cure such defect
or breach within 90 days from the date the applicable Originator was
notified of such breach. If the applicable Originator does not cure such
defect or breach in all material respects during such period, the
Originator shall (i) with respect to a breach by an Originator of a
representation or warranty under Section 2.04(a), repurchase at the
Purchase Price all the Mortgage Loans included in the Trust Fund that were
originated or acquired by such Originator and that are materially and
adversely affected by such breach and (ii) with respect to a breach by an
Originator of a representation or warranty with respect to a Mortgage Loan
under Section 2.04(b), repurchase at the Purchase Price such Mortgage Loan
from the Trust Fund on or prior to the Determination Date following the
expiration of such period (subject to Section 2.04(e)). The applicable
Originator shall remit the Purchase Price for a repurchased Mortgage Loan
to the Servicer for delivery to the Trustee for deposit in the
Distribution Account, and the Trustee, upon receipt from the Servicer of
such deposit, shall release to the applicable Originator, the related
Mortgage File and shall execute and deliver such instruments of transfer
or assignment, in each case without recourse and on a servicing-released
basis, as such Originator shall furnish to it and as shall be necessary to
vest in such Originator any Mortgage Loan released pursuant hereto and the
Trustee shall have no further responsibility with regard to such Mortgage
File. In lieu of repurchasing any such Mortgage Loan as provided above in
connection with a breach by an Originator of a representation or warranty
under Section 2.04(b), the applicable Originator may cause such Mortgage
Loan to be removed from the Trust Fund (in which case it shall become a
Defective Mortgage Loan) and substitute one or more Eligible Substitute
Mortgage Loans in the manner and subject to the limitations set forth in
Section 2.04(d).
It is understood and agreed that the representations and warranties
set forth in this Section shall survive delivery of the Mortgage Files to the
Trustee and shall inure to the benefit of the Depositor and the Trustee on
behalf of the Certificateholders notwithstanding any restrictive or qualified
endorsement or assignment. It is understood and agreed that, except for the
obligations of the Originators under the Originator Mortgage Loan Purchase
Agreements, which shall remain in full force and effect, the obligations of the
Originators set forth in this Section to cure, substitute for or repurchase any
Mortgage Loan pursuant to this Agreement with respect to a breach of the
representations and warranties contained in this Section, constitute the sole
remedies under this Agreement in respect of a breach of the representations and
warranties contained in this Section.
(d) Any substitution of Eligible Substitute Mortgage Loans for
Defective Mortgage Loans made pursuant to Section 2.04(c) must be effected prior
to the last Business Day that is within two years after the Closing Date. As to
any Defective Mortgage Loan for which an Originator substitutes an Eligible
Substitute Mortgage Loan or Loans, such substitution shall be effected by such
Originator delivering to the Trustee, for such Eligible Substitute Mortgage Loan
or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and
such other documents and agreements, with all necessary endorsements thereon, as
are required by Section 2.01, together with an Officers' Certificate providing
that each such Eligible Substitute Mortgage Loan satisfies the definition
thereof and specifying the Substitution Adjustment Amount (as described below),
if any, in connection with such substitution. The Trustee (or its Custodian)
shall acknowledge receipt for such Eligible Substitute Mortgage Loan or Loans
and, within ten Business Days thereafter, shall review such documents as
specified in Section 2.02 and deliver to the Servicer, with respect to such
Eligible Substitute Mortgage Loan or Loans, a certification substantially in the
form attached hereto as Exhibit F-1, with any applicable exceptions noted
thereon. Within one year of the date of substitution, the Trustee (or its
Custodian) shall deliver to the Servicer a certification substantially in the
form of Exhibit F-2 hereto with respect to such Eligible Substitute Mortgage
Loan or Loans, with any applicable exceptions noted thereon. Monthly Payments
due with respect to Eligible Substitute Mortgage Loans in the month of
substitution are not part of the Trust Fund and will be retained by the
applicable Originator. For the month of substitution, distributions to
Certificateholders will reflect the collections and recoveries in respect of
such Defective Mortgage Loan in the Collection Period preceding the month of
substitution and the applicable Originator shall thereafter be entitled to
retain all amounts subsequently received in respect of such Defective Mortgage
Loan. The Trustee shall give or cause to be given written notice to the
Certificateholders that such substitution has taken place, and the Servicer
shall amend the Mortgage Loan Schedule to reflect the removal of such Defective
Mortgage Loan from the terms of this Agreement and the substitution of the
Eligible Substitute Mortgage Loan or Loans and shall deliver a copy of such
amended Mortgage Loan Schedule to the Trustee. Upon such substitution, such
Eligible Substitute Mortgage Loan or Loans shall constitute part of the Mortgage
Pool and shall be subject in all respects to the terms of this Agreement and all
applicable representations and warranties thereof set forth in this Section as
of the date of substitution.
For any month in which an Originator substitutes one or more
Eligible Substitute Mortgage Loans for one or more Defective Mortgage Loans, the
Servicer will determine the amount (the "Substitution Adjustment Amount"), if
any, by which the aggregate Purchase Price of all such Defective Mortgage Loans
exceeds the aggregate, as to each such Eligible Substitute Mortgage Loan, of the
principal balance thereof as of the date of substitution. On the date of such
substitution, the applicable Originator will remit to the Servicer for deposit
in the Collection Account an amount equal to the Substitution Adjustment Amount,
if any, and the Trustee, upon receipt of the related Eligible Substitute
Mortgage Loan or Loans and certification by the Servicer of such deposit, shall
cause the Custodian to release to such Originator the related Mortgage File or
Files and shall execute and deliver such instruments of transfer or assignment,
in each case without recourse, as such Originator shall deliver to it and as
shall be necessary to vest therein any Defective Mortgage Loan released pursuant
hereto.
(e) Upon discovery by an Originator, the Servicer or the Trustee
that any Mortgage Loan does not constitute a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall
within two Business Days give written notice thereof to the other parties. In
connection therewith, the applicable Originator shall repurchase or, subject to
the limitations set forth in Section 2.04(d), substitute one or more Eligible
Substitute Mortgage Loans for the affected Mortgage Loan within 90 days of the
earlier of discovery or receipt of such notice with respect to such affected
Mortgage Loan. In addition, upon discovery that a Mortgage Loan is defective in
a manner that would cause it to be a "defective obligation" within the meaning
of Treasury regulations relating to REMICs, the applicable Originator shall cure
the defect or make the required purchase or substitution no later than 90 days
after the discovery of the defect. Any such repurchase or substitution shall be
made in the same manner as set forth in Section 2.04(c) and Section 2.04(d). The
Trustee shall cause the Custodian to reconvey to the applicable Originator the
Mortgage Loan to be released pursuant hereto in the same manner, and on the same
terms and conditions, as it would a Mortgage Loan repurchased for breach of a
representation or warranty. (f) Each Originator hereby acknowledges and agrees
that (i) the assignment by the Transferor to the Depositor pursuant to the Loan
Sale Agreement of the Transferor's rights under Section 6.03 and Section 9.03 of
the applicable Originator Mortgage Loan Purchase Agreement, solely as it relates
to the Mortgage Loans included in the Trust Fund, and (ii) the assignment by the
Depositor to the Trustee pursuant to this Agreement of the Depositor's rights
under Section 6.03 and Section 9.03 of the applicable Originator Mortgage Loan
Purchase Agreement, solely as it relates to the Mortgage Loans included in the
Trust Fund, in each case, are valid and effective assignments of such rights for
purposes of the applicable Originator Mortgage Loan Purchase Agreement.
Section 2.05 Representations, Warranties and Covenants of the
Servicer.
The Servicer hereby represents, warrants and covenants to the
Depositor and to the Trustee for the benefit of the Certificateholders that as
of the Closing Date or as of such other applicable date specifically provided in
this Section:
(i) The Servicer is duly organized, validly existing, and in good
standing under the laws of the jurisdiction of its formation and has all
licenses necessary to carry on its business as now being conducted, except
for such licenses, certificates and permits the absence of which,
individually or in the aggregate, would not have a material adverse effect
on the ability of the Servicer to conduct its business as it is presently
conducted, and is licensed, qualified and in good standing in the states
where the Mortgaged Property is located if the laws of such state require
licensing or qualification in order to conduct business of the type
conducted by the Servicer or to ensure the enforceability or validity of
each Mortgage Loan; the Servicer has the power and authority to execute
and deliver this Agreement and to perform in accordance herewith; the
execution, delivery and performance of this Agreement (including all
instruments of transfer to be delivered pursuant to this Agreement) by the
Servicer and the consummation of the transactions contemplated hereby have
been duly and validly authorized; this Agreement evidences the valid,
binding and enforceable obligation of the Servicer, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally; and all
requisite corporate action has been taken by the Servicer to make this
Agreement valid and binding upon the Servicer in accordance with its
terms;
(ii) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Servicer and will
not result in the breach of any term or provision of the certificate of
formation or the partnership agreement of the Servicer or result in the
breach of any term or provision of, or conflict with or constitute a
default under or result in the acceleration of any obligation under, any
agreement, indenture or loan or credit agreement or other instrument to
which the Servicer or its property is subject, or result in the violation
of any law, rule, regulation, order, judgment or decree to which the
Servicer or its property is subject;
(iii) This Agreement, and all documents and instruments contemplated
hereby which are executed and delivered by the Servicer, constitute and
will constitute valid, legal and binding obligations of the Servicer,
enforceable in accordance with their respective terms, except as the
enforcement thereof may be limited by applicable bankruptcy laws and
general principles of equity;
(iv) The Servicer does not believe, nor does it have any reason or
cause to believe, that it cannot perform each and every covenant contained
in this Agreement;
(v) There is no action, suit, proceeding or investigation pending
or, to its knowledge, threatened against the Servicer that, either
individually or in the aggregate, may result in any material adverse
change in the business, operations, financial condition, properties or
assets of the Servicer, or in any material impairment of the right or
ability of the Servicer to carry on its business substantially as now
conducted, or in any material liability on the part of the Servicer, or
that would draw into question the validity or enforceability of this
Agreement or of any action taken or to be taken in connection with the
obligations of the Servicer contemplated herein, or that would be likely
to impair materially the ability of the Servicer to perform under the
terms of this Agreement; (vi) No consent, approval or order of any court
or governmental agency or body is required for the execution, delivery and
performance by the Servicer of or compliance by the Servicer with this
Agreement or the consummation of the transactions contemplated by this
Agreement, except for such consents, approvals, authorizations and orders,
if any, that have been obtained; and
(vii) Neither this Agreement nor any information, certificate of an
officer, statement furnished in writing or report delivered to the Trustee
by the Servicer in connection with the transactions contemplated hereby
contains or will contain any untrue statement of a material fact or omits
or will omit to state a material fact necessary in order to make the
statements contained therein, in light of the circumstances under which
they were made, not misleading.
It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.05 shall survive delivery of the Mortgage
Files to the Trustee and shall inure to the benefit of the Trustee, the
Depositor and the Certificateholders. Upon discovery by any of the Depositor,
the Servicer or the Trustee of a breach of any of the foregoing representations,
warranties and covenants which materially and adversely affects the value of any
Mortgage Loan or the interests therein of the Certificateholders, the party
discovering such breach shall give prompt written notice (but in no event later
than two Business Days following such discovery) to the other parties hereto.
Within 90 days of the earlier of discovery by the Servicer or receipt of notice
by the Servicer of the breach of any representation, warranty or covenant of the
Servicer set forth in Section 2.05 which materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the Servicer shall
cure such breach in all material respects.
Section 2.06 Representations and Warranties of the Depositor.
The Depositor represents and warrants to the Trustee on behalf of
the Certificateholders that as of the Closing Date or as of such other
applicable date set forth in this Section:
(a) The Depositor is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware;
(b) The Depositor has the corporate power and authority to convey
the Mortgage Loans and to execute, deliver and perform, and to enter into and
consummate transactions contemplated by, this Agreement;
(c) This Agreement has been duly and validly authorized, executed
and delivered by the Depositor, all requisite corporate action having been
taken, and, assuming the due authorization, execution and delivery hereof by the
Servicer and the Trustee, constitutes or will constitute the legal, valid and
binding agreement of the Depositor, enforceable against the Depositor in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting the rights of creditors generally, and by general
equity principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law);
(d) No consent, approval, authorization or order of, or registration
or filing with, or notice to, any governmental authority or court is required
for the execution, delivery and performance of or compliance by the Depositor
with this Agreement or the consummation by the Depositor of any of the
transactions contemplated hereby, except as have been received or obtained on or
prior to the Closing Date;
(e) None of the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby or thereby, or the
fulfillment of or compliance with the terms and conditions of this Agreement,
(1) conflicts or will conflict with or results or will result in a breach of, or
constitutes or will constitute a default or results or will result in an
acceleration under (i) the charter or bylaws of the Depositor, or (ii) of any
term, condition or provision of any material indenture, deed of trust, contract
or other agreement or instrument to which the Depositor or any of its
subsidiaries is a party or by which it or any of its subsidiaries is bound; (2)
results or will result in a violation of any law, rule, regulation, order,
judgment or decree applicable to the Depositor of any court or governmental
authority having jurisdiction over the Depositor or its subsidiaries; or (3)
results in the creation or imposition of any lien, charge or encumbrance which
would have a material adverse effect upon the Mortgage Loans or any documents or
instruments evidencing or securing the Mortgage Loans;
(f) There are no actions, suits or proceedings before or against or
investigations of, the Depositor pending, or to the knowledge of the Depositor,
threatened, before any court, administrative agency or other tribunal, and no
notice of any such action, which, in the Depositor's reasonable judgment, might
materially and adversely affect the performance by the Depositor of its
obligations under this Agreement, or the validity or enforceability of this
Agreement; and
(g) The Depositor is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or governmental agency that would materially and adversely affect its
performance hereunder.
Section 2.07 Issuance of Certificates and the REMIC Regular
Interests.
The Trustee acknowledges the assignment to it of the Mortgage Loans
and the delivery to it (or the Custodian, as bailee and Custodian of the
Trustee) of the Mortgage Files, subject to the provisions of Sections 2.01 and
2.02, together with the assignment to it of all other assets included in the
Trust Fund, receipt of which is hereby acknowledged. Concurrently with such
assignment and delivery and in exchange therefor, the Trustee, pursuant to the
Written Order to Authenticate executed by an officer of the Depositor, has
executed, authenticated and delivered to or upon the order of the Depositor, the
Certificates (other than the Class BB, Class X and Class R Certificates) in
minimum dollar denominations or $25,000 and integral dollar multiples of $1 in
excess. The Class BB, Class X and Class R Certificates are issuable only in
minimum Percentage Interests of 25%. The Trustee acknowledges the issuance of
the uncertificated REMIC 1 Regular Interests, the uncertificated REMIC 2 Regular
Interests, the uncertificated REMIC 3 Regular Interests and the uncertificated
REMIC 4 Regular Interests, and declares that it hold such regular interests as
assets of REMIC 2, REMIC 3, REMIC 4 and REMIC 5, respectively. The Trustee
acknowledges the issuance of the uncertificated Class T5-A1 Interest, and
declares that it hold the same on behalf of the Holders of the Class A-1
Certificates. The Trustee acknowledges the issuance of the uncertificated REMIC
5 Components and the Class X/BB Interest, and declares that it holds the same on
behalf of the Holders of the Class BB and Class X Certificates. The interests
evidenced by the Certificates constitute the entire beneficial ownership
interest in the Trust Fund.
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE TRUST FUND
Section 3.01 Servicer to Act as Servicer.
The Servicer, as independent contract servicer, shall service and
administer the Mortgage Loans in accordance with this Agreement and the normal
and usual standards of practice of prudent mortgage servicers, and shall have
full power and authority, acting alone, to do or cause to be done any and all
things in connection with such servicing and administration which the Servicer
may deem necessary or desirable and consistent with the terms of this Agreement.
Consistent with the terms of this Agreement, the Servicer may waive,
modify or vary any term of any Mortgage Loan or consent to the postponement of
strict compliance with any such term or in any manner grant indulgence to any
Mortgagor if in the Servicer's reasonable and prudent determination such waiver,
modification, postponement or indulgence is not materially adverse to the
Certificateholders; provided, however, that the Servicer shall not make future
advances and (unless the Mortgagor is in default with respect to the Mortgage
Loan or such default is, in the judgment of the Servicer, imminent and the
Servicer has obtained the prior written consent of the Trustee) the Servicer
shall not permit any modification with respect to any Mortgage Loan that would
change the Mortgage Interest Rate, defer or forgive the payment thereof of any
principal or interest payments, reduce the outstanding principal amount (except
for actual payments of principal) or extend the final maturity date with respect
to such Mortgage Loan. Notwithstanding the foregoing, the Servicer shall not
permit any modification with respect to any Mortgage Loan that would both (x)
effect an exchange or reissuance of such Mortgage Loan under Section 1.860G-2(b)
of the Treasury Regulations and (y) cause any REMIC constituting part of the
Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any
tax on "prohibited transactions" or "contributions" after the Startup Day under
the REMIC Provisions. Without limiting the generality of the foregoing, the
Servicer shall continue, and is hereby authorized and empowered to execute and
deliver on behalf of itself, and the Trustee, all instruments of satisfaction or
cancellation, or of partial or full release, discharge and all other comparable
instruments, with respect to the Mortgage Loans and with respect to the
Mortgaged Property. The Servicer shall make all required Servicing Advances and
shall service and administer the Mortgage Loans in accordance with Applicable
Regulations, and shall provide to the Mortgagor any reports required to be
provided to them thereby. If reasonably required by the Servicer, the Trustee
shall furnish the Servicer with any powers of attorney and other documents
necessary or appropriate to enable the Servicer to carry out its servicing and
administrative duties under this Agreement.
In servicing and administering the Mortgage Loans, the Servicer
shall employ procedures including collection procedures and exercise the same
care that it customarily employs and exercises in servicing and administering
mortgage loans for its own account giving due consideration to accepted mortgage
servicing practices of prudent lending institutions, and the Certificateholders'
reliance on the Servicer.
The Servicer shall give prompt notice to the Trustee of any action,
of which the Servicer has actual knowledge, to (i) assert a claim against the
Trust Fund or (ii) assert jurisdiction over the Trust Fund.
Notwithstanding anything in this Agreement to the contrary, in the
event of a Principal Prepayment in full of a Mortgage Loan, the Servicer may not
waive any prepayment penalty or portion thereof required by the terms of the
related Mortgage Note unless (i) the Servicer determines that such waiver would
maximize recovery of Liquidation Proceeds for such Mortgage Loan, taking into
account the value of such prepayment penalty, or (ii) (A) the enforceability
thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or
other similar law relating to creditors' rights generally or (2) due to
acceleration in connection with a foreclosure or other involuntary payment, or
(B) the enforceability is otherwise limited or prohibited by applicable law. In
the event of a Principal Prepayment in full with respect to any Mortgage Loan,
the Servicer shall deliver to the Trustee an Officer's Certificate substantially
in the form of Exhibit Q no later than the third Business Day following the
immediately succeeding Determination Date with a copy to the Class X
Certificateholder. If the Servicer has waived all or a portion of a prepayment
penalty relating to a Principal Prepayment in full, other than as provided
above, the Servicer shall deliver to the Trustee, within 90 days of the date on
which the Principal Prepayment in full is remitted to the Trustee, for deposit
into the Distribution Account the amount of such prepayment penalty (or such
portion thereof as had been waived) into the Collection Account for distribution
in accordance with the terms of this Agreement.
With respect to each Mortgage Loan which is the subject of a
Principal Prepayment, the Trustee shall verify whether such Mortgage Loan was
identified on the applicable Mortgage Loan Schedule as being subject to a
prepayment penalty and, if such Mortgage Loan is so identified, whether the
amount of the prepayment penalty remitted by the Servicer (including any amounts
to be remitted by the Servicer pursuant to the last sentence of the preceding
paragraph), if any, is consistent with, in the case of a New Century Mortgage
Loan, the prepayment penalty that is specified on Exhibit M-1 hereto with
respect to such New Century Mortgage Loan, or in the case of a BNC Mortgage
Loan, the prepayment penalty that is specified on Exhibit M-2 hereto with
respect to such BNC Mortgage Loan. In the event that the Trustee determines that
a prepayment penalty received with respect to a Principal Prepayment is
inconsistent with the prepayment penalty set forth on Exhibit M-1 or Exhibit
M-2, as applicable, and such inconsistency results in the receipt of a reduced
prepayment penalty, the Trustee shall provide notice substantially in the form
of Exhibit Q to the Depositor of such inconsistency. Within 90 days of the end
of each calendar quarter, the Depositor shall remit to the Trustee for deposit
in the Distribution Account an amount equal to the difference between the amount
of the prepayment penalties received by the Trustee during such quarter and the
amount of the prepayment penalties determined in accordance with the description
thereof set forth in Exhibit M-1 or Exhibit M-2, as applicable, for the related
Mortgage Loans.
The Trustee shall prepare and deliver to the Depositor and the owner
of the Class BB and Class X Certificate, on a monthly basis, a statement
substantially in the form of Exhibit Q setting forth the amounts due and
received with respect to prepayment penalties. Section 3.02 ....Collection of
Mortgage Loan Payments.
Continuously from the date hereof until the principal and interest
on all Mortgage Loans are paid in full, the Servicer will diligently collect all
payments due under each Mortgage Loan when the same shall become due and payable
and shall, to the extent such procedures shall be consistent with this Agreement
and Applicable Regulations, follow such collection procedures as it follows with
respect to mortgage loans comparable to the Mortgage Loans and held for its own
account. Further, the Servicer will take special care in ascertaining and
estimating annual ground rents, taxes, assessments, water rates, fire and hazard
insurance premiums, mortgage insurance premiums, and all other charges that, as
provided in the Mortgage, will become due and payable to that end that the
installments payable by the Mortgagors will be sufficient to pay such charges as
and when they become due and payable.
Section 3.03 Realization Upon Defaulted Mortgage Loans.
In the event that any payment due under any Mortgage Loan is not
paid when the same becomes due and payable, or in the event the Mortgagor fails
to perform any other covenant or obligation under the Mortgage Loan and such
failure continues beyond any applicable grace period, the Servicer shall take
such action as it shall deem to be in the best interest of the
Certificateholders.
In connection with a foreclosure or other conversion, the Servicer
shall exercise such rights and powers vested in it hereunder and use the same
degree of care and skill in its exercise as prudent mortgage servicers would
exercise or use under the circumstances in the conduct of their own affairs and
consistent with Applicable Regulations and the servicing standards set forth in
the FNMA Guide, including, without limitation, advancing funds for the payment
of taxes and insurance premiums.
Notwithstanding the foregoing provisions of this Section 3.03, with
respect to any Mortgage Loan as to which the Servicer has received actual notice
of, or has actual knowledge of, the presence of any toxic or hazardous substance
on the related Mortgaged Property, the Servicer shall not either (i) obtain
title to such Mortgaged Property as a result of or in lieu of foreclosure or
otherwise, or (ii) otherwise acquire possession of, or take any other action
with respect to, such Mortgaged Property if, as a result of any such action, the
Trust Fund would be considered to hold title to, to be a mortgagee-in-possession
of, or to be an owner or operator of such Mortgaged Property within the meaning
of the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended from time to time, or any comparable law, unless the Servicer
has also previously determined, based on its reasonable judgment and a prudent
report prepared by a Person who regularly conducts environmental audits using
customary industry standards, that:
(A) such Mortgaged Property is in compliance with applicable
environmental laws or, if not, that it would be in the best economic interest of
the Certificateholders to take such actions as are necessary to bring the
Mortgaged Property into compliance therewith; and
(B) there are no circumstances present at such Mortgaged Property
relating to the use, management or disposal of any hazardous substances,
hazardous materials, hazardous wastes, or petroleum-based materials for which
investigation, testing, monitoring, containment, clean-up or remediation could
be required under any federal, state or local law or regulation, or that if any
such materials are present for which such action could be required, that it
would be in the best economic interest of the Certificateholders to take such
actions with respect to the affected Mortgaged Property.
The cost of the environmental audit report contemplated by this
Section 3.03 shall be advanced by the Servicer, subject to the Servicer's right
to be reimbursed therefor from the Collection Account as provided in Section
3.05(ii).
If the Servicer determines, as described above, that it is in the
best economic interest of the Certificateholders to take such actions as are
necessary to bring any such Mortgaged Property into compliance with applicable
environmental laws, or to take such action with respect to the containment,
clean-up or remediation of hazardous substances, hazardous materials, hazardous
wastes, or petroleum-based materials affecting any such Mortgaged Property, then
the Servicer shall take such action as it deems to be in the best economic
interest of the Certificateholders. The cost of any such compliance,
containment, cleanup or remediation shall be advanced by the Servicer, subject
to the Servicer's right to be reimbursed therefor from the Collection Account as
provided in Section 3.05(ii). Section 3.04 ....Collection Account and
Distribution Account. (a) The Servicer shall segregate and hold all funds
collected and received pursuant to each Mortgage Loan separate and apart from
any of its own funds and general assets and shall establish and maintain one or
more Collection Accounts. Each Collection Account shall be an Eligible Account.
The Servicer shall deposit in the Collection Account on a daily
basis within two Business Days of receipt, and retain therein, the following
payments and collections received or made by it after the Cut-off Date with
respect to the Mortgage Loans:
(i) all payments on account of principal, including Principal
Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans
adjusted to the Mortgage Interest Rate less the Servicing Fee Rate;
(iii) all Liquidation Proceeds;
(iv) all Insurance Proceeds including amounts required to be
deposited pursuant to Sections 3.10 and 3.11, other than proceeds to be
held in the Escrow Account and applied to the restoration or repair of the
Mortgaged Property or released to the Mortgagor in accordance with the
Servicer's normal servicing procedures, the loan documents or applicable
law;
(v) all Condemnation Proceeds affecting any Mortgaged Property which
are not released to the Mortgagor in accordance with the Servicer's normal
servicing procedures, the loan documents or applicable law; and
(vi) any amounts required to be deposited by the Servicer in
connection with any REO Property pursuant to Section 3.13.
Any interest paid on funds deposited in the Collection Account,
subject to Section 3.25, shall accrue to the benefit of the Servicer and the
Servicer shall be entitled to retain and withdraw such interest from the
Collection Account pursuant to Section 3.05(v). The foregoing requirements for
deposit into the Collection Account shall be exclusive, it being understood and
agreed that, without limiting the generality of the foregoing, payments in the
nature of late payment charges, prepayment charges that are not prepayment
penalties, and assumption fees need not be deposited by the Servicer in the
Collection Account.
(b) On behalf of the Trust Fund, the Trustee shall establish and
maintain one or more accounts (such account or accounts, the "Distribution
Account"), held in trust for the benefit of the Certificateholders. On behalf of
the Trust Fund, the Servicer shall deliver to the Trustee in immediately
available funds for deposit in the Distribution Account by the close of business
New York time on the Servicer Remittance Date, that portion of the Available
Funds (calculated without regard to the references in the definition thereof to
amounts that may be deposited to the Distribution Account from a different
source as provided herein) then on deposit in the Collection Account. Amounts in
the Distribution Account shall be deemed to be held on behalf of the related
REMICs in accordance with the deemed REMIC distributions set forth in Section
4.08.
(c) Funds in the Collection Account and the Distribution Account may
be invested in Permitted Investments in accordance with the provisions set forth
in Section 3.25. The Servicer shall give notice to the Trustee of the location
of the Collection Account maintained by it when established and prior to any
change thereof. The Trustee shall give notice to the Servicer and the Depositor
of the location of the Distribution Account when established and prior to any
change thereof. (d) In the event the Servicer shall deliver to the Trustee for
deposit in the Distribution Account any amount not required to be deposited
therein, it may at any time request that the Trustee withdraw such amount from
the Distribution Account and remit to the Servicer any such amount, any
provision herein to the contrary notwithstanding. In addition, the Servicer
shall deliver to the Trustee from time to time for deposit, and the Trustee
shall so deposit, in the Distribution Account in respect of REMIC 1:
(i) any Advances, as required pursuant to Section 4.07;
(ii) any Stayed Funds, as soon as permitted by the federal
bankruptcy court having jurisdiction in such matters;
(iii) any prepayment penalties and premiums or amounts in connection
with the waiver of such prepayment penalties, in each case, required to be
deposited pursuant to Section 3.01;
(iv) any amounts required to be deposited by the Servicer pursuant
to Section 3.11 in connection with the deductible clause in any blanket
hazard insurance policy, such deposit being made from the Servicer's own
funds, without reimbursement therefor; and
(v) any amounts required to be deposited in the Distribution Account
pursuant to Sections 2.04, 3.04, 3.16, 3.23, 3.25 or 4.07.
(e) Promptly upon receipt of any Stayed Funds, whether from the
Servicer, a trustee in bankruptcy, or federal bankruptcy court or other source,
the Trustee shall notify the Servicer of such receipt and deposit such funds in
the Distribution Account, subject to withdrawal thereof as permitted hereunder.
In addition, the Trustee shall deposit in the Distribution Account any amounts
required to be deposited pursuant to Section 3.25 in connection with losses
realized on Permitted Investments with respect to funds held in the Distribution
Account.
Section 3.05 Permitted Withdrawals From the Collection Account.
The Servicer may, from time to time, withdraw from the Collection
Account for the following purposes:
(i) to remit to the Trustee for deposit in the Distribution
Account the amounts required to be so remitted pursuant to
Section 3.04(b) or permitted to be so remitted pursuant to the
first sentence of Section 3.04(d);
(ii) to reimburse itself for Advances and Servicing Advances made
pursuant to Section 3.01, 3.03 or 4.07, the Servicer's right
to reimburse itself pursuant to this subclause (ii) being
limited to amounts received on the related Mortgage Loan which
represent payments of principal and/or interest respecting
which any such advance was made;
(iii) to reimburse itself for unreimbursed Servicing Advances, any
unpaid Servicing Fees and for unreimbursed Advances made
pursuant to Section 4.07 to the extent that such amounts are
deemed to be Nonrecoverable Advances, and to reimburse itself
for such amounts to the extent that such amounts are
nonrecoverable from the disposition of REO Property pursuant
to Section 3.03 or Section 3.13 hereof;
(iv) to reimburse itself for any amounts paid pursuant to
Section 6.03 (and not otherwise previously
reimbursed);
(v) to pay to itself as servicing compensation (a) any
interest earned on funds in the Collection Account
(all such interest to be withdrawn monthly not later
than each Servicer Remittance Date) and (b) the
Servicing Fee from that portion of any payment or
recovery as to interest to a particular Mortgage Loan
to the extent not retained pursuant to
Section 3.04(ii); and
(vi) to clear and terminate the Collection Account upon
the termination of this Agreement.
The foregoing requirements for withdrawal from the Collection
Account shall be exclusive. In the event the Servicer shall deposit in the
Collection Account any amount not required to be deposited therein, it may at
any time withdraw such amount from the Collection Account, any provision herein
to the contrary notwithstanding.
Section 3.06 Establishment of Escrow Accounts; Deposits in Escrow
Accounts.
The Servicer shall segregate and hold all funds collected and
received pursuant to each Mortgage Loan which constitute Escrow Payments
separate and apart from any of its own funds and general assets and shall
establish and maintain one or more Escrow Accounts, in the form of time deposit
or demand accounts. A copy of such letter agreement shall be furnished to the
Trustee upon request. The Escrow Account shall be an Eligible Account.
The Servicer shall deposit in the Escrow Account or Accounts on a
daily basis within two Business Days of receipt, and retain therein, (i) all
Escrow Payments collected on account of the Mortgage Loans, for the purpose of
effecting timely payment of any such items as required under the terms of this
Agreement, and (ii) all Insurance Proceeds which are to be applied to the
restoration or repair of any Mortgaged Property. The Servicer shall make
withdrawals therefrom only to effect such payments as are required under this
Agreement, and for such other purposes as shall be set forth in, or in
accordance with, Section 3.07. The Servicer shall be entitled to retain any
interest paid on funds deposited in the Escrow Account by the depository
institution other than interest on escrowed funds required by law to be paid to
the Mortgagor and, to the extent required by the related Mortgage Loan or
Applicable Regulations, the Servicer shall pay interest on escrowed funds to the
Mortgagor notwithstanding that the Escrow Account is non-interest bearing or
that interest paid thereon is insufficient for such purposes.
Section 3.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account may be made by the Servicer (i)
to effect timely payments of ground rents, taxes, assessments, water rates,
fire, flood and hazard insurance premiums, and comparable items, (ii) to
reimburse the Servicer for any Servicing Advance made by the Servicer with
respect to a related Mortgage Loan but only from amounts received on the related
Mortgage Loan which represent late payments or Late Collections of Escrow
Payments thereunder, (iii) to refund to the Mortgagor any funds as may be
determined to be overages, (iv) for transfer to the Collection Account in
accordance with the terms of this Agreement, (v) for application to restoration
or repair of the Mortgaged Property, (vi) to pay to the Servicer, or to the
Mortgagor to the extent required by the related Mortgage Loan or Applicable
Regulations, any interest paid on the funds deposited in the Escrow Account,
(vii) to clear and terminate the Escrow Account on the termination of this
Agreement, or (viii) to transfer to the Collection Account any Insurance
Proceeds. As part of its servicing duties, the Servicer shall pay to the
Mortgagor interest on funds in the Escrow Account, to the extent required by the
related Mortgage Loan or Applicable Regulations, and to the extent that interest
earned on funds in the Escrow Account is insufficient, shall pay such interest
from its own funds, without any reimbursement therefor.
In the event the Servicer shall deposit in the Escrow Account any
amount not required to be deposited therein, it may at any time withdraw such
amount from the Escrow Account, any provision herein to the contrary
notwithstanding.
Section 3.08 Payment of Taxes, Insurance and Other Charges.
With respect to each First Lien Mortgage Loan, the Servicer shall
maintain accurate records reflecting the status of ground rents, taxes,
assessments, water rates and other charges which are or may become a lien upon
the Mortgaged Property and the status of fire, flood and hazard insurance
coverage and shall obtain, from time to time, all bills for the payment of such
charges (including renewal premiums) and shall effect payment thereof prior to
the applicable penalty or termination date and at a time appropriate for
securing maximum discounts allowable, employing for such purpose deposits of the
Mortgagor in the Escrow Account which shall have been estimated and accumulated
by the Servicer in amounts sufficient for such purposes, as allowed under the
terms of the Mortgage or Applicable Regulations. To the extent that the Mortgage
does not provide for Escrow Payments, the Servicer shall determine that any such
payments are made by the Mortgagor at the time they first become due. The
Servicer assumes full responsibility for the timely payment of all such bills
and shall effect timely payments of all such bills irrespective of the
Mortgagor's faithful performance in the payment of same or the making of the
Escrow Payments and shall make Servicing Advances from its own funds to effect
such payments.
Section 3.09 Transfer of Accounts.
The Servicer may transfer the Collection Account or the Escrow
Account to a different depository institution from time to time. Upon such
transfer, the Servicer shall deliver to the Trustee and the Depositor, a
certification or letter agreement, as the case may be, as required pursuant to
Sections 3.04 and 3.06.
Section 3.10 Maintenance of Hazard Insurance.
The Servicer shall cause to be maintained for each Mortgage Loan
fire and hazard insurance with extended coverage as is customary in the area
where the Mortgaged Property is located in an amount which is at least equal to
the lesser of (i) the amount necessary to fully compensate for any damage or
loss to the improvements which are a part of such property on a replacement cost
basis or (ii) the Principal Balance of the Mortgage Loan, in each case in an
amount not less than such amount as is necessary to prevent the Mortgagor and/or
the Mortgagee from becoming a co-insurer. If the Mortgaged Property is in an
area identified in the Federal Register by the Flood Emergency Management Agency
as having special flood hazards and flood insurance has been made available, the
Servicer will cause to be maintained a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration
with a generally acceptable insurance carrier, in an amount representing
coverage not less than the least of (i) the Principal Balance of the Mortgage
Loan, (ii) the maximum insurable value of the improvements securing such
Mortgage Loan or (iii) the maximum amount of insurance which is available under
the National Flood Insurance Act of 1968, as amended. The Servicer shall also
maintain on the REO Property for the benefit of the Certificateholders, (x) fire
and hazard insurance with extended coverage in an amount which is at least equal
to the replacement cost of the improvements which are a part of such property,
(y) public liability insurance and, (z) to the extent required and available
under the National Flood Insurance Act of 1968, as amended, flood insurance in
an amount as provided above. Any amounts collected by the Servicer under any
such policies other than amounts to be deposited in the Escrow Account and
applied to the restoration or repair of the Mortgaged Property or REO Property,
or released to the Mortgagor in accordance with the Servicer's normal servicing
procedures, shall be deposited in the Collection Account, subject to withdrawal
pursuant to Section 3.05. It is understood and agreed that no earthquake or
other additional insurance is required to be maintained by the Servicer or the
Mortgagor or maintained on property acquired in respect of the Mortgage Loan,
other than pursuant to such Applicable Regulations as shall at any time be in
force and as shall require such additional insurance. All such policies shall be
endorsed with standard mortgagee clauses with loss payable to the Servicer and
shall provide for at least thirty days prior written notice of any cancellation,
reduction in the amount of or material change in coverage to the Servicer. The
Servicer shall not interfere with the Mortgagor's freedom of choice in selecting
either his insurance carrier or agent, provided, however, that the Servicer
shall not accept any such insurance policies from insurance companies unless
such companies currently reflect a general policy rating of B:VI or better in
Best's Key Rating Guide and are licensed to do business in the state wherein the
property subject to the policy is located.
Section 3.11 Maintenance of Mortgage Impairment Insurance Policy.
In the event that the Servicer shall obtain and maintain a blanket
policy issued by an insurer that has a general policy rating of B:VI or better
in Best's Key Rating Guide insuring against hazard losses on all of the Mortgage
Loans, then, to the extent such policy provides coverage in an amount equal to
the amount required pursuant to Section 3.10 and otherwise complies with all
other requirements of Section 3.10, it shall conclusively be deemed to have
satisfied its obligations as set forth in Section 3.10, it being understood and
agreed that such policy may contain a deductible clause, in which case the
Servicer shall, in the event that there shall not have been maintained on the
related Mortgaged Property or REO Property a policy complying with Section 3.10,
and there shall have been a loss which would have been covered by such policy,
deliver to the Trustee for deposit in the Distribution Account the amount not
otherwise payable under the blanket policy because of such deductible clause,
which amount shall not be reimbursable to the Servicer from the Trust Fund. In
connection with its activities as servicer of the Mortgage Loans, the Servicer
agrees to prepare and present, on behalf of the Trustee, claims under any such
blanket policy in a timely fashion in accordance with the terms of such policy.
Upon request of the Trustee, the Servicer shall cause to be delivered to the
Trustee a certified true copy of such policy and a statement from the insurer
thereunder that such policy shall in no event be terminated or materially
modified without thirty days prior written notice to the Trustee.
Section 3.12 Fidelity Bond, Errors and Omissions Insurance.
The Servicer shall maintain, at its own expense, a blanket fidelity
bond (the "Fidelity Bond") and an errors and omissions insurance policy, with
broad coverage with financially responsible companies on all officers, employees
or other persons acting in any capacity with regard to the Mortgage Loans to
handle funds, money, documents and papers relating to the Mortgage Loans. The
Fidelity Bond and errors and omissions insurance shall be in the form of the
Mortgage Banker's Blanket Bond and shall protect and insure the Servicer against
losses, including forgery, theft, embezzlement, fraud, errors and omissions and
negligent acts of such persons. Such Fidelity Bond shall also protect and insure
the Servicer against losses in connection with the failure to maintain any
insurance policies required pursuant to this Agreement and the release or
satisfaction of a Mortgage Loan without having obtained payment in full of the
indebtedness secured thereby. No provision of this Section 3.12 requiring the
Fidelity Bond and errors and omissions insurance shall diminish or relieve the
Servicer from its duties and obligations as set forth in this Agreement. The
minimum coverage under any such bond and insurance policy shall be at least
equal to the corresponding amounts required by FNMA in the FNMA MBS Selling and
Servicing Guide or by FHLMC in the FHLMC Servicer's Guide. Upon request of the
Trustee, the Servicer shall cause to be delivered to the Trustee a certified
true copy of the Fidelity Bond and errors and omissions insurance policy and a
statement from the surety and the insurer that such Fidelity Bond and errors and
omissions insurance policy shall in no event be terminated or materially
modified without thirty days' prior written notice to the Trustee.
Section 3.13 Title, Management and Disposition of REO Property. (a)
In the event that title to a Mortgaged Property is acquired in foreclosure or by
deed in lieu of foreclosure, the deed or certificate of sale shall be taken
(pursuant to a limited power of attorney to be provided by the Trustee to the
Servicer) in the name of the Trustee, on behalf of the Certificateholders, or in
the event the Trustee is not authorized or permitted to hold title to real
property in the state where the REO Property is located, or would be adversely
affected under the "doing business" or tax laws of such state by so holding
title, the deed or certificate of sale shall be taken in the name of such Person
or Persons as shall be consistent with an Opinion of Counsel obtained by the
Servicer from an attorney duly licensed to practice law in the state where the
REO Property is located. Any Person or Persons holding such title other than the
Trustee shall acknowledge in writing that such title is being held as nominee
for the benefit of the Trustee. (b) In the event that the Trust Fund acquires
any REO Property as aforesaid or otherwise in connection with a default or
imminent default on a Mortgage Loan, the Servicer shall dispose of such REO
Property before the end of the third calendar year beginning after the year of
its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code
or, at the expense of the Trust Fund, request from the Internal Revenue Service,
more than 60 days before the day on which the above-mentioned grace period would
otherwise expire, an extension of the above-mentioned grace period, unless the
Servicer obtains an Opinion of Counsel, addressed to the Servicer and the
Trustee, to the effect that the holding by the Trust Fund of such REO Property
subsequent to such period will not: (i) result in the imposition of any tax on
"prohibited transactions" as defined in Section 860F of the Code; or (ii) cause
any REMIC constituting any part of the Trust Fund to fail to qualify as a REMIC
at any time that any Certificates are outstanding, in which case the Trust Fund
may continue to hold such REO Property (subject to any conditions contained in
such Opinion of Counsel). The Servicer shall be entitled to be reimbursed from
the Collection Account for any costs incurred in obtaining such Opinion of
Counsel, as provided in Section 3.05.
Subject to compliance with applicable laws and regulations as shall
at any time be in force, and notwithstanding any other provisions of this
Agreement, no REO Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or pursuant to any terms that would: (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code; or (ii) subject any REMIC constituting part of
the Trust Fund to the imposition of any federal income taxes on the income
earned from such REO Property, including any taxes imposed by reason of Sections
860F or 860G(c) of the Code, unless the Servicer has agreed to indemnify and
hold harmless the Trust Fund with respect to the imposition of any such taxes.
The Servicer shall manage, conserve, protect and operate each REO
Property for the Certificateholders and the Trust Fund solely for the purpose of
its prompt disposition and sale in a manner which does not cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of
any "income from non-permitted assets" within the meaning of Section
860F(a)(2)(B) of the Code, or any "net income from foreclosure property" which
is subject to taxation under the REMIC Provisions. The Servicer shall cause each
REO Property to be inspected promptly upon the acquisition of title thereto and
shall cause each REO Property to be inspected at least annually thereafter. The
Servicer shall make or cause to be made a written report of each such
inspection. Such reports shall be retained in the file for the related Mortgage
Loan that is maintained by the Servicer and copies thereof shall be forwarded by
the Servicer to the Trustee upon request. The Servicer shall attempt to sell the
same (and may temporarily rent the same) on such terms and conditions as the
Servicer deems to be in the best interest of the Certificateholders and the
Trust Fund.
With respect to each REO Property, the Servicer shall segregate and
hold all funds collected and received in connection with the operation of the
REO Property separate and apart from its own funds or general assets and shall
establish and maintain with respect to all REO Property an REO Account or
Accounts in the form of a time deposit or demand account, unless an Opinion of
Counsel is obtained by the Servicer to the effect that the classification as a
REMIC for federal income tax purposes of the arrangement under which the
Mortgage Loans and the REO Property is held will not be adversely affected by
holding such funds in another manner. Such REO Account shall be established with
the Servicer or with a commercial bank, a mutual savings bank or a savings and
loan association. The creation of any REO Account shall be evidenced by a letter
agreement, in the case of an account held by a depository. In either case, an
original of such certification or letter agreement shall be furnished to the
Trustee upon request.
The Servicer shall deposit or cause to be deposited, on a daily
basis in each REO Account, all revenues received with respect to the related REO
Property and shall withdraw therefrom funds necessary for the proper operation,
management and maintenance of the REO Property, including the cost of
maintaining any hazard insurance pursuant to Section 3.10 hereof and the fees of
any managing agent acting on behalf of the Servicer. The Servicer shall have the
right to earn interest, if any, on funds deposited in such REO Account. On or
before each Determination Date, the Servicer shall withdraw from each REO
Account and deposit into the Collection Account the net receipts from the REO
Property on deposit in the REO Account and retain any interest.
The Servicer shall furnish to the Trustee, on each Servicer
Remittance Date, an operating statement for each REO Property covering the
operation of each REO Property for the previous month. Such operation statement
shall be accompanied by such other information as the Trustee shall reasonably
request.
The Servicer shall use its best efforts to dispose of the REO
Property as promptly as is practically consistent with protecting the
Certificateholders' interests.
Each REO Disposition shall be carried out by the Servicer at such
price and upon such terms and conditions as the Servicer deems to be in the best
interest of the Certificateholders. If as of the date title to any REO Property
was acquired by the Servicer there were outstanding unreimbursed Servicing
Advances and Advances with respect to the REO Property, the Servicer, upon an
REO Disposition of such REO Property, shall be entitled to reimbursement for any
related unreimbursed Servicing Advances and Advances from proceeds received in
connection with such REO Disposition. The proceeds from the REO Disposition, net
of any payment to the Servicer as provided above, shall be deposited in the REO
Account and shall be transferred to the Collection Account on the Determination
Date in the month following receipt thereof for distribution on the succeeding
Servicer Remittance Date in accordance with Section 4.01.
Any REO Disposition shall be for cash only (unless changes in the
REMIC Provisions made subsequent to the Startup Day allow a sale for other
consideration and an Opinion of Counsel is obtained by the Servicer to the
effect that such sale shall not cause any REMIC constituting part of the Trust
Fund to fail to qualify as a REMIC). Section 3.14 ....Due-on-Sale Clauses;
Assumption and Substitution Agreements.
When a Mortgaged Property has been or is about to be conveyed by the
Mortgagor, the Servicer shall, to the extent it has knowledge of such conveyance
or prospective conveyance, exercise its rights to accelerate the maturity of the
related Mortgage Loan under any "due-on-sale" clause contained in the related
Mortgage or Mortgage Note; provided, however, that the Servicer shall not
exercise any such right if the "due-on-sale" clause, in the reasonable belief of
the Servicer, is not enforceable under applicable law. An Opinion of Counsel at
the expense of the Servicer (which expense shall constitute a Servicing Advance)
delivered to the Trustee and the Depositor to the foregoing effect shall
conclusively establish the reasonableness of such belief. In such event, the
Servicer shall make reasonable efforts to enter into an assumption and
modification agreement with the Person to whom such property has been or is
about to be conveyed, pursuant to which such Person becomes liable under the
Mortgage Note and, unless prohibited by applicable law or the Mortgage, the
Mortgagor remains liable thereon. If the foregoing is not permitted under
applicable law, the Servicer is authorized to enter into a substitution of
liability agreement with such Person, pursuant to which the original Mortgagor
is released from liability and such Person is substituted as Mortgagor and
becomes liable under the Note. The Mortgage Loan, as assumed, shall conform in
all respects to the requirements, representations and warranties of this
Agreement. The Servicer shall notify the Trustee that any such assumption or
substitution agreement has been completed by forwarding to the Trustee (or the
Custodian, as the case may be) the original copy of such assumption or
substitution agreement (indicating the Mortgage File to which it relates) which
copy shall be added by the Trustee (or the Custodian, as the case may be) to the
related Mortgage File and which shall, for all purposes, be considered a part of
such Mortgage File to the same extent as all other documents and instruments
constituting a part thereof. The Servicer shall be responsible for recording any
such assumption or substitution agreements. In connection with any such
assumption or substitution agreement, the Monthly Payment on the related
Mortgage Loan shall not be changed but shall remain as in effect immediately
prior to the assumption or substitution, the stated maturity or outstanding
principal amount of such Mortgage Loan shall not be changed nor shall any
required monthly payments of principal or interest be deferred or forgiven. Any
fee collected by the Servicer for consenting to any such conveyance or entering
into an assumption or substitution agreement shall be retained by or paid to the
Servicer as additional servicing compensation.
Notwithstanding the foregoing paragraph or any other provision of
this Agreement, the Servicer shall not be deemed to be in default, breach or any
other violation of its obligations hereunder by reason of any assumption of a
Mortgage Loan by operation of law or any assumption which the Servicer may be
restricted by law from preventing, for any reason whatsoever.
Section 3.15 [Reserved].
Section 3.16 Optional Purchases of Mortgage Loans by Servicer.
The Servicer may, at its option, repurchase a Mortgage Loan which
becomes 60 or more days delinquent or for which the Servicer has accepted a deed
in lieu of foreclosure. Prior to repurchase pursuant to this Section 3.16, the
Servicer shall be required to continue to make Advances pursuant to Section
4.07. The Servicer shall not use any procedure in selecting Mortgage Loans to be
repurchased which is materially adverse to the interests of the
Certificateholders. The Servicer shall purchase such delinquent Mortgage Loan at
a price equal to the Purchase Price for such Mortgage Loan. Any such repurchase
of a Mortgage Loan pursuant to this Section 3.16 shall be accomplished by
deposit in the Distribution Account of the amount of the purchase price. The
Trustee shall immediately effectuate the conveyance of such delinquent Mortgage
Loan to the Servicer to the extent necessary, including the prompt delivery of
all documentation to the Servicer. Section 3.17 ....Trustee to Cooperate;
Release of Files. (a) Upon the payment in full of any Mortgage Loan (including
any liquidation of such Mortgage Loan through foreclosure or otherwise, or the
receipt by the Servicer of a notification that payment in full will be escrowed
in a manner customary for such purposes), the Servicer shall deliver to the
Trustee (or the Custodian as the case may be) two executed copies of a completed
"Request for Release" in the form of Exhibit E. Upon receipt of such Request for
Release, the Trustee (or the Custodian as the case may be) shall promptly
release the related Mortgage File, in trust to (i) the Servicer, or (ii) such
other party identified in the related Request for Release. Upon any such payment
in full, or the receipt of such notification that such funds have been placed in
escrow, the Servicer shall direct the Trustee in writing to execute an
instrument of satisfaction (or assignment of Mortgage without recourse)
regarding the Mortgaged Property relating to such Mortgage, which instrument of
satisfaction or assignment, as the case may be, shall be delivered to the Person
or Persons entitled thereto against receipt therefor of payment in full, it
being understood and agreed that no expense incurred in connection with such
instrument of satisfaction or assignment, as the case may be, shall be
chargeable to the Collection Account. In lieu of executing any such satisfaction
or assignment, as the case may be, the Servicer may prepare and submit to the
Trustee a satisfaction (or assignment without recourse, if requested by the
Person or Persons entitled thereto) in form for execution by the Trustee with
all requisite information completed by the Servicer; in such event, the Trustee
shall execute and acknowledge such satisfaction or assignment, as the case may
be, and deliver the same with the related Mortgage File, as aforesaid.
(b) From time to time and as appropriate in the servicing of any
Mortgage Loan, including, without limitation, foreclosure or other comparable
conversion of a Mortgage Loan or collection under any insurance policy relating
to a Mortgage Loan, the Trustee shall (except in the case of the payment or
liquidation pursuant to which the related Mortgage File is released to an escrow
agent or an employee, agent or attorney of the Trustee), upon written request of
the Servicer and delivery to the Trustee (or the Custodian, as the case may be)
of two executed copies of a "Request for Release" in the form of Exhibit E
signed by a Servicing Officer, release the related Mortgage File to the Servicer
and shall execute such documents as shall be necessary to the prosecution of any
such proceedings, including, without limitation, an assignment without recourse
of the related Mortgage to the Servicer. Such receipt shall obligate the
Servicer to return the Mortgage File to the Trustee (or the Custodian, as the
case may be) when the need therefor by the Servicer no longer exists unless the
Mortgage Loan shall be liquidated, in which case, upon receipt of a Request for
Release evidencing such liquidation, the receipt shall be released by the
Trustee (or the Custodian, as the case may be) to the Servicer. (c) Subject to
Section 3.01, the Servicer shall have the right to accept applications of
Mortgagors for consent to (i) partial releases of Mortgages, (ii) alterations,
(iii) removal, demolition or division of properties subject to Mortgages and
(iv) second mortgage subordination agreements. No application for approval shall
be considered by the Servicer unless: (w) it has received an Opinion of Counsel,
addressed to the Trustee (which opinion shall not be an expense of the Trustee
or the Trust Fund) that such sale, disposition, substitution, acquisition or
contribution will not affect adversely the status of any REMIC constituting part
of the Trust Fund as a REMIC or cause any REMIC constituting part of the Trust
Fund to be subject to a tax on "prohibited transactions" or "contributions"
pursuant to the REMIC Provisions; (x) the provisions of the related Note and
Mortgage have been complied with; (y) the Loan-to-Value Ratio and debt-to-income
ratio after any release does not exceed the maximum Loan-to-Value Ratio and
debt-to-income ratio established in accordance with the underwriting standards
of the Mortgage Loans; and (z) the lien priority of the related Mortgage is not
affected. Upon receipt by the Trustee of a Servicing Officer's certificate
setting forth the action proposed to be taken in respect of a particular
Mortgage Loan and certifying that the criteria set forth in the immediately
preceding sentence have been satisfied, the Trustee shall execute and deliver to
the Servicer the consent or partial release so requested by the Master Server. A
proposed form of consent or partial release, as the case may be, shall accompany
any Servicing Officer's certificate delivered by the Master Server pursuant to
this paragraph.
Section 3.18 Servicing Compensation.
As compensation for its activities hereunder, the Servicer shall be
entitled to retain the amount of the Servicing Fee with respect to each Mortgage
Loan (including REO Properties). The Servicer shall be entitled to retain
additional servicing compensation in the form of release fees, bad check
charges, assumption fees, modification or extension fees, late payment charges,
or any other service-related fees, Insurance Proceeds and Liquidation Proceeds
not required to be deposited in the Collection Account and similar items, to the
extent collected from Mortgagors. Additionally, the Servicer shall be entitled
to the Special Servicing Fee, payable in accordance with Section 4.02.
Section 3.19 Annual Statement as to Compliance. (a) The Servicer, at
its own expense, will deliver to the Trustee and the Depositor, not later than
90 days following the end of the fiscal year of the Servicer which as of the
Startup Day ends on the last day of December, commencing in 2000, a Servicing
Officer's certificate stating, as to each signer thereof, that (i) a review of
the activities of the Servicer during such preceding fiscal year (or such
shorter period in the case of the first such report) and of performance under
this Agreement has been made under such officers' supervision, and (ii) to the
best of such officers' knowledge, based on such review, the Servicer has
fulfilled all its obligations under this Agreement for such year, or, if there
has been a default in the fulfillment of all such obligations, specifying each
such default known to such officers and the nature and status thereof including
the steps being taken by the Servicer to remedy such default.
(b) Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable, from information contained therein, including the Servicer's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).
Section 3.20 Annual Independent Certified Public Accountants'
Reports. (a) Not later than 90 days following the end of each fiscal year of the
Servicer commencing in 2000, the Servicer, at its expense, shall cause a
nationally recognized firm of independent certified public accountants to
furnish to the Trustee and the Depositor a report stating that (i) it has
obtained a letter of representation regarding certain matters from the
management of the Servicer which includes an assertion that the Servicer has
complied with certain minimum residential mortgage loan servicing standards,
identified in either the Uniform Single Attestation Program for Mortgage Bankers
established by the Mortgage Bankers Association of America or the Audit Program
for Mortgages serviced by FHLMC, with respect to the servicing of residential
mortgage loans during the most recently completed fiscal year and (ii) on the
basis of an examination conducted by such firm in accordance with standards
established by the American Institute of Certified Public Accountants, such
representation is fairly stated in all material respects, subject to such
exceptions and other qualifications that may be appropriate. Immediately upon
receipt of such report, the Servicer shall furnish a copy of such report to the
Trustee, the Depositor and each Rating Agency. Copies of such statement shall be
provided by the Trustee to any Certificateholder upon request at the Servicer's
expense, provided that such statement is delivered by the Servicer to the
Trustee.
(b) Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable, from information contained therein, including the Servicer's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).
(c) The Trustee shall, on behalf of the Trust Fund, prepare, sign
and file with the Securities and Exchange Commission any and all reports,
statements and information respecting the Trust which are required to be filed
with the Securities and Exchange Commission pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended, each such report, statement
and information to be filed on or prior to the required filing date for such
report, statement or information. Upon the request of the Trustee, each of the
Servicer and the Depositor shall cooperate with the Trustee in the preparation
of any such report and shall provide to the Trustee in a timely manner all such
information or documentation as the Trustee may reasonably request in connection
with the performance of its duties and obligations under this Section.
Section 3.21 Access to Certain Documentation and Information
Regarding the Mortgage Loans.
The Servicer shall provide to the Trustee, Certificateholders that
are federally insured savings and loan associations, the Office of Thrift
Supervision, the FDIC and the supervisory agents and examiners of each of the
foregoing (which, in the case of supervisory agents and examiners, may be
required by applicable state and federal regulations) access to the
documentation regarding the Mortgage Loans, such access being afforded without
charge but only upon reasonable request and during normal business hours at the
offices of the Servicer designated by it.
Section 3.22 [Reserved].
Section 3.23 Obligations of the Servicer in Respect of Compensating
Interest.
Not later than the close of business on each Servicer Remittance
Date, the Servicer shall deliver to the Trustee for deposit in the Distribution
Account an amount ("Compensating Interest") equal to the lesser of (A) the
aggregate of the Prepayment Interest Shortfalls for the related Distribution
Date resulting from Principal Prepayments during the related Prepayment Period
and (B) 50% of its aggregate Servicing Fee received in the related Collection
Period. The Servicer shall apply Compensating Interest to offset any Prepayment
Interest Shortfalls. The Servicer shall not have the right to reimbursement for
any amounts remitted to the Trustee in respect of Compensating Interest. Such
amounts so remitted shall be included in the Available Funds and distributed
therewith on the next Distribution Date. The Servicer shall not be obligated to
pay Compensating Interest with respect to Relief Act Interest Shortfalls.
Section 3.24 Obligations of the Servicer in Respect of Mortgage
Interest Rates and Monthly Payments.
In the event that a shortfall in any collection on or liability with
respect to any Mortgage Loan results from or is attributable to Monthly Payments
or Principal Balances that were made by the Servicer in a manner not consistent
with the terms of the related Mortgage Note and this Agreement, the Servicer,
upon discovery or receipt of notice thereof, immediately shall deliver to the
Trustee for deposit in the Distribution Account from its own funds the amount of
any such shortfall and shall indemnify and hold harmless the Trust Fund, the
Trustee, the Depositor and any successor servicer in respect of any such
liability. Such indemnities shall survive the termination or discharge of this
Agreement.
Section 3.25 Investment of Funds in the Collection Account and the
Distribution Account. (a) The Servicer may direct any depository institution
maintaining the Collection Account and the Trustee may direct any depository
institution maintaining the Distribution Account (for purposes of this Section
3.25, an "Investment Account"), to invest the funds in such Investment Account
in one or more Permitted Investments bearing interest or sold at a discount, and
maturing, unless payable on demand, (i) no later than the Business Day
immediately preceding the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement, if a Person other than the Trustee
is the obligor thereon, and (ii) no later than the date on which such funds are
required to be withdrawn from such account pursuant to this Agreement, if the
Trustee is the obligor thereon. All such Permitted Investments shall be held to
maturity, unless payable on demand. Any investment of funds in an Investment
Account shall be made in the name of the Trustee (in its capacity as such) or in
the name of a nominee of the Trustee. The Trustee shall be entitled to sole
possession (except with respect to investment direction of funds held in the
Collection Account) over each such investment and the income thereon, and any
certificate or other instrument evidencing any such investment shall be
delivered directly to the Trustee or its agent, together with any document of
transfer necessary to transfer title to such investment to the Trustee or its
nominee. In the event amounts on deposit in an Investment Account are at any
time invested in a Permitted Investment payable on demand, the Trustee shall at
the direction of the Servicer:
(x) consistent with any notice required to be given
thereunder, demand that payment thereon be made on the
last day such Permitted Investment may otherwise mature
hereunder in an amount equal to the lesser of (1) all
amounts then payable thereunder and (2) the amount
required to be withdrawn on such date; and
(y) demand payment of all amounts due thereunder promptly
upon actual knowledge by a Responsible Officer of the
Trustee that such Permitted Investment would not
constitute a Permitted Investment in respect of funds
thereafter on deposit in the Investment Account.
(b) All income and gain realized from the investment of funds in the
Collection Account shall be for the benefit of the Servicer. The Servicer shall
deliver to the Trustee for deposit in the Distribution Account the amount of any
loss incurred in respect of any such Permitted Investment made with funds in
such account immediately upon realization of such loss. All income and gain
realized from the investment of funds in the Distribution Account shall be for
the benefit of the Trustee. The Trustee shall deposit in the Distribution
Account the amount of any loss incurred on Permitted Investments in the
Distribution Account.
(c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may and, subject to Section 8.01 and Section 8.02(a)(v),
upon the request of the Holders of Certificates representing more than 50% of
the Voting Rights allocated to any Class of Certificates, shall take such action
as may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate proceedings.
The Trustee shall not in any way be held liable by reason of any
insufficiency in any Account held by the Trustee resulting from any investment
loss on any Permitted Investment included therein (except to the extent that the
Trustee is the obligor and has defaulted thereon).
Section 3.26 Liability of Servicer; Indemnification. (a) Subject to
clause (b) below and Section 6.03, the Servicer (except the Trustee if it is
required to succeed the Servicer hereunder) indemnifies and holds the Trustee,
the Depositor and each Certificateholder harmless against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, fees and expenses that the Trustee, the
Depositor and any Certificateholder may sustain in any way related to the
failure of the Servicer to perform its duties and service the Mortgage Loans in
compliance with the Servicing Standards. The Servicer shall immediately notify
the Trustee and the Depositor if a claim is made that may result in such claims,
losses, penalties, fines, forfeitures, legal fees or related costs, judgments,
or any other costs, fees and expenses, and the Servicer shall assume (with the
consent of the Trustee) the defense of any such claim and pay all expenses in
connection therewith, including reasonable counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against the
Servicer, the Trustee, the Depositor and/or Certificateholder in respect of such
claim. The provisions of this Section 3.26 shall survive the termination of this
Agreement and the payment of the outstanding Certificates.
(b) None of the Depositor, the Servicer, or any of the directors,
officers, employees or agents of the Depositor or the Servicer shall be under
any liability to the Trust Fund or the Certificateholders for any action taken,
or for refraining from the taking of any action, in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor or the Servicer or any such Person against any
breach of warranties or representations made herein, or against any specific
liability imposed on the Servicer for a breach of the Servicing Standard, or
against any liability which would otherwise be imposed by reason of its
respective willful misfeasance, bad faith, fraud or negligence in the
performance of its duties or by reasons of negligent disregard of its respective
obligations or duties hereunder.
The Depositor, the Servicer and any director, officer, employee or
agent of the Depositor or the Servicer, may rely in good faith on any document
of any kind which, prima facie, is properly executed and submitted by any
appropriate Person with respect to any matters arising hereunder. The Depositor,
the Servicer and any director, officer, employee or agent of the Depositor or
the Servicer shall be indemnified and held harmless by the Trust Fund against
any loss, liability or expense incurred in connection with any legal action
relating to this Agreement or the Certificates, other than any loss, liability
or expense incurred in connection with any legal action incurred by reason of
its respective misfeasance, bad faith, fraud or negligence, a breach of a
representation or warranty hereunder or (in the case of the Servicer) a breach
of the Servicing Standard in the performance of its respective duties or by
reason of negligent disregard of its respective obligations or duties hereunder.
None of the Depositor and the Servicer shall be under any obligation to appear
in, prosecute or defend any legal action unless such action is related to its
respective duties under this Agreement and in its opinion does not expose it to
any expense or liability; provided, however, that the Depositor or the Servicer
may in its discretion undertake any action related to its obligations hereunder
which it may deem necessary or desirable with respect to this Agreement and the
rights and duties of the parties hereto and the interests of the
Certificateholders hereunder.
Section 3.27 Reports of Foreclosure and Abandonment of Mortgaged
Properties.
On or before the last day of February of each year beginning in
2001, the Servicer shall file the reports of foreclosure and abandonment of any
Mortgaged Property required by Section 6050J of the Code with the Internal
Revenue Service and provide an Officer's Certificate certifying its compliance
with this Section 3.27 to the Trustee. The reports from the Servicer shall be in
form and substance sufficient to meet the reporting requirements imposed by such
Section 6050J.
ARTICLE IV
FLOW OF FUNDS
Section 4.01 Interest Distributions.
On each Distribution Date, the Trustee shall withdraw from the
Distribution Account the Interest Remittance Amount and apply it in the
following order of priority (based upon the Mortgage Loan information provided
to it in the Remittance Report, upon which the Trustee may conclusively rely),
and the calculations required to be made by the Trustee, to the extent
available:
(i) to the Trustee, the Trustee Fee for such Distribution Date;
(ii) concurrently, to the Class A-1, Class A-2, Class A-3, Class A-4
and Class A-5 Certificates, pro rata, the applicable Accrued Certificate
Interest for such Distribution Date;
(iii) concurrently, to the Class A-1, Class A-2, Class A-3, Class
A-4 and Class A-5 Certificates, pro rata, the applicable Interest Carry
Forward Amount for the Class A-1, Class A-2, Class A-3, Class A-4 and
Class A-5 Certificates, respectively;
(iv) to the Class M-1 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(v) to the Class M-2 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(vi) to the Class B Certificates, the Accrued Certificate Interest
thereon for such Distribution Date; and
(vii) the amount, if any, of the Interest Remittance Amount
remaining after application with respect to the priorities set forth above
will be applied:
(A) if a Trigger Event is in effect, to distribute as principal
pursuant to Section 4.02(a)(i) hereof and,
(B) as long as a Trigger Event is not in effect, as described
under Section 4.02(b) hereof.
Section 4.02 Distributions of Principal and Monthly Excess Cashflow
Amounts. (a) On each Distribution Date, the Trustee shall make the following
distributions in the following order of priority (based upon the Mortgage Loan
information provided to it in the Remittance Report), and the calculations
required to be made by the Trustee: (i) prior to a Stepdown Date or if a Trigger
Event is in effect, from the Principal Distribution Amount for such Distribution
Date,
(A) first to the Holders of Class A-5 Certificates in an amount up
to the Class A-5 Lockout Distribution Amount for such
Distribution Date, until the Certificate Principal Balance of
the Class A-5 Certificates has been reduced to zero and then,
sequentially to the Holders of the Class A-1, Class A-2, Class
A-3, Class A-4 and Class A-5 Certificates (without regard to
the Class A-5 Lockout Distribution Amount), in that order,
until the Certificate Principal Balance of each such Class has
been reduced to zero; provided, however, if the aggregate
Certificate Principal Balance of the Class A Certificates
immediately prior to such Distribution Date is greater than
the Pool Balance as of the first day of the related Collection
Period, pro rata among the Class A Certificates;
(B) to the Holders of the Class M-1 Certificates, 100% of the
remaining Principal Distribution Amount for such Distribution
Date, until the Certificate Principal Balance of the Class M-1
Certificates has been reduced to zero;
(C) to the Holders of the Class M-2 Certificates, 100% of the
remaining Principal Distribution Amount, until the Certificate
Principal Balance of the Class M-2 Certificates has been
reduced to zero;
(D) to the Holders of the Class B Certificates, 100% of the
remaining Principal Distribution Amount, until the Certificate
Principal Balance of the Class B Certificates has been reduced
to zero; and
(E) any amount of the Principal Distribution Amount remaining
after making all of the distributions in Clauses (A), (B), (C)
and (D) shall be applied as set forth in Section 4.02(b).
(ii) on or after a Stepdown Date and as long as a Trigger Event is
not in effect:
(A) the lesser of (x) the Principal Distribution Amount and (y)
the Class A Principal Distribution Amount will be distributed
first to the Class A-5 Certificates in an amount up to the
Class A-5 Lockout Distribution Amount for such Distribution
Date and then sequentially to the Class A-1, Class A-2, Class
A-3, Class A-4 and Class A-5 Certificates (without regard to
the Class A-5 Lockout Distribution Amount), in that order,
until the Certificate Principal Balance of each such Class has
been reduced to zero; provided, however, if -------- -------
the aggregate Certificate Principal Balance of the Class A
Certificates immediately prior to such Distribution Date is
greater than the Pool Balance as of the first day of the
related Collection Period, pro rata among the Class A
Certificates; (B) the lesser of (x) the excess of (i) the
Principal Distribution Amount over (ii) the amount distributed
to the Class A Certificates in clause (A) above and (y) the
Class M-1 Principal Distribution Amount will be distributed to
the Class M-1 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero;
(C) the lesser of (x) the excess of (i) the Principal Distribution
Amount over (ii) the sum of the amount distributed to the
Class A Certificates in clause (A) above and the amount
distributed to the Class M-1 Certificates in clause (B) above
and (y) the Class M-2 Principal Distribution Amount will be
distributed to the Class M-2 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero;
(D) the lesser of (x) the excess of (i) the Principal Distribution
Amount over (ii) the sum of the amount distributed to the
Class A Certificates pursuant to clause (A) above, the amount
distributed to the Class M-1 Certificates pursuant to clause
(B) above and the amount distributed to the Class M-2
Certificates pursuant to clause (C) above and (y) the Class B
Principal Distribution Amount will be distributed to the Class
B Certificates, until the Certificate Principal Balance
thereof has been reduced to zero; and
(E) any amount of the Principal Distribution Amount remaining
after making all of the distributions in clauses (A), (B), (C)
and (D) above shall be applied as set forth in Section
4.02(b).
(b) On each Distribution Date, any Monthly Excess Cashflow Amount
shall be distributed, to the extent available, in the following order of
priority on such Distribution Date:
(i) to pay any remaining unpaid Accrued Certificate Interest for
such Distribution Date, pro rata, among the Class A-1, Class A-2, Class
A-3, Class A-4 and Class A-5 Certificates;
(ii) to pay the remaining Interest Carry Forward Amounts for the
Classes of Class A Certificates, if any, pro rata, among the Class A-1,
Class A-2, Class A-3, Class A-4 and Class A-5 Certificates;
(iii) to pay the Extra Principal Distribution Amount for such
Distribution Date;
(iv) to pay any remaining unpaid Accrued Certificate Interest
for such Distribution Date for the Class M-1 Certificates;
(v) to pay the remaining Class M-1 Interest Carry Forward
Amount, if any;
(vi) to pay the Class M-1 Realized Loss Amortization Amount
for such Distribution Date;
(vii) to pay any remaining unpaid Accrued Certificate Interest
for such Distribution Date for the Class M-2 Certificates;
(viii) to pay the remaining Class M-2 Interest Carry Forward
Amount, if any;
(ix) to pay the Class M-2 Realized Loss Amortization Amount
for such Distribution Date;
(x) to pay any remaining unpaid Accrued Certificate Interest
for such Distribution Date for the Class B Certificates;
(xi) to pay the remaining Class B Interest Carry Forward
Amount, if any;
(xii) to pay the Class B Realized Loss Amortization Amount for
such Distribution Date;
(xiii) to pay the aggregate amount of any LIBOR Carryover
Amount to the Class A-1 Certificates, if any;
(xiv) to pay any unpaid Special Servicing Fees for such
Distribution Date or which remain unpaid from any previous
Distribution Date;
(xv) any remaining Monthly Excess Cashflow Amount and any
prepayment premiums or penalties collected on the Mortgage Loans
during the related Collection Period, to pay the Class BB
Certificates, in the following order of priority, (A) the Accrued
Certificate Interest for the Class BB Certificates, (B) the
remaining Interest Carry Forward Amounts for the Class BB
Certificates, and (C) any remaining Monthly Excess Cashflow Amount
to reduce the Class BB Amount, until the Class BB Amount has been
reduced to zero; and
(xvi) any remaining Monthly Excess Cashflow Amount and any
remaining prepayment premiums or penalties collected on the Mortgage
Loans during the related Collection Period, to pay to the Class X
Certificates, the Class X Distributable Amount for such Distribution
Date.
On each Distribution Date, there shall be distributed to the Holders
of the Class R Certificates in respect of the Class R-1 Interest, any remaining
amount in the Distribution Account on such date after the application pursuant
to Sections 4.01, 4.02(a) and 4.02(b)(i)-(xvi).
(c) On each Distribution Date, all prepayment premiums and penalties
collected during the related Prepayment Period shall be distributed to the Class
BB and Class X Certificates in accordance with Section 4.02(b)(xv) and Section
4.02(b)(xvi) above). (d) Any amounts distributed to the Class A-1 Certificates
in respect of LIBOR Carryover Amounts pursuant to Section 4.02(b)(xiii) shall
first be deemed paid by REMIC 5 to the Class X/BB Interest as a distribution of
Monthly Excess Interest Amount, and subsequently paid to the Class A-1
Certificates outside of the REMICs as a payment on a notional principal contract
in the nature of a cap contract. (e) Any amounts distributed to the Class BB
Certificates pursuant to Section 4.02(b)(xv) and to the Class X Certificates
pursuant to Section 4.02(b)(xvi) shall be considered distributed to the Class
X/BB Interest in respect of the REMIC 5 Components and then to the Class BB and
Class X Certificates pursuant to Section 9.01(m).
Section 4.03 Allocation of Losses.
Realized Losses shall be allocated first against the Remaining
Initial Overcollateralization Amount and second to the Subsequent
Overcollateralization Amount, until the Overcollateralization Amount has been
reduced to zero. If, after giving effect to the distribution of the Principal
Distribution Amount on any Distribution Date the aggregate Certificate Principal
Balance of the Offered Certificates exceeds the Pool Balance as of the end of
the related Collection Period, such excess will be allocated against the Class
B, Class M-2 and Class M-1 Certificates, in that order and until the respective
Certificate Principal Balances thereof are reduced to zero.
Section 4.04 Method of Distribution.
The Trustee shall make distributions in respect of a Distribution
Date to each Certificateholder of record on the related Record Date (other than
as provided in Section 10.01 respecting the final distribution), in the case of
Certificateholders of the Certificates, by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date and is the
registered owner of such Certificates the aggregate initial Certificate
Principal Balance of which is in excess of $5,000,000, or by check mailed by
first class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, provided that the Trustee may
deduct a reasonable wire transfer fee from any payment made by wire transfer.
Distributions among Certificateholders shall be made in proportion to the
Percentage Interests evidenced by the Certificates held by such
Certificateholders. Section 4.05 ....Distributions on Book-Entry Certificates.
Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, which shall credit the amount of such distribution to
the accounts of its Depository Participants in accordance with its normal
procedures. Each Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to each indirect
participating brokerage firm (a "brokerage firm" or "indirect participating
firm") for which it acts as agent. Each brokerage firm shall be responsible for
disbursing funds to the Certificate Owners that it represents. All such credits
and disbursements with respect to a Book-Entry Certificate are to be made by the
Depository and the Depository Participants in accordance with the provisions of
the Certificates. None of the Trustee, the Depositor or the Servicer shall have
any responsibility therefor except as otherwise provided by applicable law.
Section 4.06 Statements.
(a) On each Distribution Date, based, as applicable, on the Mortgage
Loan information contained in the Remittance Report, the Trustee shall prepare
and post on its website at www.chase.com/SFA, a statement as to the
distributions made on such Distribution Date:
(i) the amount of the distribution made on such Distribution
Date to the Holders of each Class of Certificates allocable to
principal or reduction of Class BB Amount, separately identified;
(ii) the amount of the distribution made on such Distribution
Date to the Holders of each Class of Certificates allocable to
interest or Class X Distributable Amount, separately identified;
(iii) the Overcollateralization Amount, the Overcollateralization
Release Amount, the Overcollateralization Deficiency and the Targeted
Overcollateralization Amount as of such Distribution Date and the Monthly
Excess Interest Amount and Monthly Excess Cashflow Amount for such
Distribution Date;
(iv) the aggregate amount of servicing compensation received by the
Servicer during the related Collection Period;
(v) the aggregate amount of Advances for the related Collection
Period;
(vi) the Pool Balance at the close of business at the end of the
related Collection Period;
(vii) the number, weighted average remaining term to maturity and
weighted average Mortgage Interest Rate of the Mortgage Loans as of the
related Due Date;
(viii) the number and aggregate unpaid principal balance of Mortgage
Loans (a) 30 to 59 days past due on a contractual basis, (b) 60 to 89 days past
due on a contractual basis, (c) 90 or more days past due on a contractual basis,
(d) as to which foreclosure proceedings have been commenced and (e) in
bankruptcy as of the close of business on the last day of the calendar month
preceding such Distribution Date;
(ix) with respect to any Mortgage Loan that became an REO Property
during the preceding calendar month, the loan number of such Mortgage
Loan, the unpaid principal balance and the Principal Balance of such
Mortgage Loan as of the date it became an REO Property;
(x) the book value of any REO Property as of the close of business
on the last Business Day of the calendar month preceding the Distribution
Date, and, cumulatively, the total number and cumulative principal balance
of all REO Properties as of the close of business of the last day of the
preceding Collection Period;
(xi) the aggregate amount of Principal Prepayments made during the
related Prepayment Period;
(xii) the aggregate amount of prepayment penalties collected during
the related Collection Period and the amounts thereof allocable to the
Class BB Certificates and the Class X Certificates;
(xiii) the aggregate amount of Realized Losses incurred during the
related Collection Period and the cumulative amount of Realized Losses;
(xiv) the Certificate Principal Balance, or Class BB Amount, as
applicable, of each Class of Certificates, after giving effect to the
distributions, and allocations of Realized Losses or Applied Realized Loss
Amounts, as applicable, made on such Distribution Date, separately
identifying any reduction thereof due to allocations of Realized Losses or
Applied Realized Loss Amounts;
(xv) the Accrued Certificate Interest in respect of each Class of
Offered Certificates for such Distribution Date and the respective
portions thereof, if any, remaining unpaid following the distributions
made in respect of such Certificates on such Distribution Date;
(xvi) the aggregate amount of any Prepayment Interest Shortfalls for
such Distribution Date, to the extent not covered by payments by the
Servicer pursuant to Section 3.23;
(xvii) the amount of the Trustee Fee paid;
(xviii) the LIBOR Carryover Amount for the Class A-1 Certificates
after giving effect to distributions thereof on such Distribution Date;
(xix) any Overcollateralization Deficiency after giving effect to
the distribution of principal on such Distribution Date;
(xx) whether a Trigger Event has occurred and is continuing, and the
cumulative Realized Losses, as a percentage of the original Pool Balance;
(xxi) the Available Funds;
(xxii) the rate at which interest accrues for each Class of
Certificates and the Maximum Rate for such Distribution Date;
(xxiii) any Liquidation Report for such Distribution Date;
(xxiv) the aggregate Principal Balance of Mortgage Loans purchased
by an Originator or the Servicer during the related Collection Period and
indicating the Section of this Agreement requiring or allowing the
purchase of each such Mortgage Loan; and
(xxv) the aggregate Principal Balance of the Mortgage Loans
repurchased by the Servicer during the related Collection Period in
connection with Section 3.16.
In the case of information furnished pursuant to subclauses (i)
through (iii) above, the amounts shall be expressed in a separate section of the
report as a dollar amount for each Class for each $1,000 original dollar amount
as of the Cut-off Date. (b) Within a reasonable period of time after the end of
each calendar year, the Trustee shall furnish to each Person who at any time
during the calendar year was a Certificateholder of a Regular Certificate, if
requested in writing by such Person, such information as is reasonably necessary
to provide to such Person a statement containing the information set forth in
subclauses (i) through (iii) above, aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Trustee shall be deemed to have been satisfied to the
extent that substantially comparable information shall be prepared and furnished
by the Trustee to Certificateholders pursuant to any requirements of the Code as
are in force from time to time.
Section 4.07 Remittance Reports; Advances.
(a) On the second Business Day following each Determination Date but
in no event less than four Business Days prior to the related Distribution Date,
the Servicer shall deliver to the Trustee by telecopy (or by such other means as
the Servicer and the Trustee may agree from time to time) a Remittance Report
with respect to the related Distribution Date. On the same date, the Servicer
shall forward to the Trustee and the Depositor by overnight mail a computer
readable magnetic tape or diskette or in such other medium as may be agreed
between the Servicer and the Trustee containing the information set forth in
such Remittance Report with respect to the related Distribution Date. Not later
than the close of business New York time on the Servicer Remittance Date, the
Servicer shall deliver or cause to be delivered to the Trustee in addition to
the information provided on the Remittance Report, such other information
reasonably available to it with respect to the Mortgage Loans as the Trustee may
reasonably request or order in order for the Trustee to perform the calculations
necessary to make the distributions contemplated by Section 4.01, 4.02 and 4.03
and to prepare the statements to Certificateholders contemplated by Section
4.06. The Trustee shall not be responsible to recompute, recalculate or verify
any information provided to it by the Servicer.
(b) The amount of Advances to be made by the Servicer for any
Distribution Date shall equal, subject to Section 4.07(d), the aggregate amount
of Monthly Payments (net of the related Servicing Fee), due during the related
Collection Period, which Monthly Payments were delinquent on a contractual basis
as of the close of business on the related Determination Date. For purposes of
the preceding sentence, the Monthly Payment on each Balloon Mortgage Loan with a
delinquent Balloon Payment is equal to the assumed monthly payment that would
have been due on the related Due Date based on the original principal
amortization schedule for such Balloon Mortgage Loan.
On or before the close of business New York time on the Servicer
Remittance Date, the Servicer shall remit in immediately available funds to the
Trustee for deposit in the Distribution Account an amount equal to the aggregate
amount of Advances, if any, to be made in respect of the Mortgage Loans for the
related Distribution Date either (i) from its own funds or (ii) from the
Collection Account, to the extent of funds held therein for future distribution
(in which case it will cause to be made an appropriate entry in the records of
the Collection Account that amounts held for future distribution have been, as
permitted by this Section 4.07, used by the Servicer in discharge of any such
Advance) or (iii) in the form of any combination of (i) and (ii) aggregating the
total amount of Advances to be made by the Servicer with respect to the Mortgage
Loans. Any amounts held for future distribution and so used shall be
appropriately reflected in the Servicer's records and replaced by the Servicer
by deposit in the Collection Account on or before any future Servicer Remittance
Date to the extent that the Available Funds for the related Distribution Date
(determined without regard to Advances to be made on the Servicer Remittance
Date) shall be less than the total amount that would be distributed to the
Classes of Certificateholders pursuant to Section 4.01 and 4.02 on such
Distribution Date if such amounts held for future distributions had not been so
used to make Advances. The Trustee will provide notice to the Servicer by
telecopy by the close of business on any Servicer Remittance Date in the event
that the amount remitted by the Servicer to the Trustee on such date is less
than the Advances required to be made by the Servicer for the related
Distribution Date, as set forth in the related Remittance Report. (c) The
obligation of the Servicer to make such Advances is mandatory, notwithstanding
any other provision of this Agreement but subject to (d) below, and, with
respect to any Mortgage Loan, shall continue until the earlier of such time as
the Trust acquires title to the related Mortgaged Property or such Mortgage Loan
is paid in full by the Mortgagor or disposed of by the Trust, or until the
recovery of all Liquidation Proceeds thereon.
(d) Notwithstanding anything herein to the contrary, no Advance
shall be required to be made hereunder by the Servicer if such Advance would, if
made, constitute a Nonrecoverable Advance. The determination by the Servicer
that it has made a Nonrecoverable Advance or that any proposed Advance, if made,
would constitute a Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate of the Servicer delivered to the Depositor and the Trustee. No
Advances shall be required to be made by the Servicer hereunder with respect to
any REO Property.
Section 4.08 REMIC Distributions (a) REMIC 5. On each Distribution
Date, the timing and amounts of principal and interest distributions and
allocations of Applied Realized Loss Amounts and Realized Loss Amortization
Amounts (i) on each Class of Offered Certificates (other than the Class A-1
Certificates) shall be as set forth in Section 4.01 and Section 4.02 and (ii) on
the Class T5-A1 Interest shall be identical to such timing, amounts and
allocations on the Class A-1 Certificates, except that any amount paid in
respect of the Class A-1 Certificates as a LIBOR Carryover Amount, whether with
respect to the Distribution Date on which such amount is paid or a prior
Distribution Date, shall be treated as a distribution by REMIC 5 to the Class
X/BB Interest as a Monthly Excess Interest Amount, then as paid by the Class
X/BB Interest to the Class A-1 Certificates as a payment from the grantor trust
outside of the REMICs. Interest and (in the case of the Class T5-4 Interest)
principal shall be distributed to each Class of REMIC 5 Components as follows:
(i) the Class T5-4, Class T5-5, Class T5-6 and Class T5-7 Interests shall be
entitled to all distributions on the Class T4-4, Class T4-5, Class T4-6 and
Class T4-7 Interests, respectively; and (ii) the Class T5-A1-IO, Class T5-A2-IO,
Class T5-A3-IO, Class T5-A4-IO, Class T5-A5-IO, Class T5-M1-IO, Class T5-M2-IO
and Class T5-B-IO Interests shall be entitled to a specified portion of interest
payments consisting of the excess of interest distributable on each of the Class
T4A-1, Class T4A-2, Class T4-A-3, Class T4-A4, Class T4-A5, Class T4-M1, Class
T4-M2 and Class T4-B Interests over interest distributable on the Class T5A-1
Interest and the Class A-2, Class A-3, Class A-4, Class A-5, Class M-1, Class
M-2 and Class B Certificates, respectively. Any shortfalls or losses of
interest, including (i) any Realized Losses allocated to reduce the Subsequent
Overcollateralization Amount and (ii) any excess of the Maximum Rate over the
REMIC 2 Pass-Through Rate, will be borne first by the REMIC 5 Components, pro
rata based on interest accrued, before being allocated to the Offered
Certificates (other than the Class A-1 Certificates) and the Class T5-A1
Interest. Realized Losses allocated to the Class T5-4 Interest will equal
Realized Losses allocated to the Class T4-4 Interest pursuant to Section
4.08(b). The Class X/BB Interest shall be deemed to receive the aggregate of the
amounts distributable in respect of the REMIC 5 Components, notwithstanding that
a portion of such amount is applied to pay the LIBOR Carryover Amount. Amounts
deemed distributed in respect of the Class T5-A1 Interest and the REMIC 5
Components (in respect of the Class X/BB Interest) shall be treated as held by
the grantor trust portion of the Trust Fund for distribution in accordance with
Sections 4.01 and 4.02. Any portion of the Available Funds remaining in REMIC 5
on a Distribution Date shall be distributed to the Class R Certificates in
respect of the Class R-5 Interest.
(b) REMIC 4. On each Distribution Date, the timing and amounts of
principal and interest distributions and allocations of Applied Realized Loss
Amounts and Realized Loss Amortization Amounts on the Classes of REMIC 4 Regular
Interests identified as Corresponding Classes shall be identical to the timing,
amounts and allocations in respect of Corresponding Classes of REMIC 5 Regular
Interests pursuant to Section 4.08(a). The Class T4-5, Class T4-6 and Class T4-7
Interests shall be entitled to all distributions on the Class T3-5, Class T3-6
and Class T3-7 Interests, respectively. Interest shortfalls and losses allocable
to interest will reduce interest payable, first on the Class T4-4 Interest (if
then receiving interest), second, on the Class T4-5, Class T4-6 and Class T4-7
Interests, pro rata, third, on the Class T4-B, Class T4-M2 and Class T4-M1
Interests, in that order, and fourth, on the Class T4-A1, Class T4-A2, Class
T4-A3, Class T4-A4 and Class T4-A5 Interests, pro rata; provided, that the
portion of the interest payable on the Class T4-B, Class T4-M2, Class T4-M1,
Class T4-A1, Class T4-A2, Class T4-A2F, Class T4-A4 and Class T4-A5 Interests
attributable to the Class T5-A1-IO, Class T5-A2-IO, Class T5-A3-IO, Class
T5-A4-IO, Class T5-A5-IO, Class T5-M1-IO, Class T5-M2-IO, Class T5-B-IO
Interests shall bear interest shortfalls and losses allocable to interest pro
rata and prior to the allocation of any remaining shortfalls to such Interests.
Amounts of principal and interest distributed in respect of the Class T4-4
Interest shall equal such amounts distributed to the Class T3-4 Interest,
reduced by any allocation of interest shortfalls to the Class T4-4 Interest
pursuant to the preceding sentence. Realized Losses allocated to the Class T4-4
Interest will equal Realized Losses allocated to the Class T3-4 Interest
pursuant to Section 4.08(c). Amounts in the Distribution Account deemed
distributed in respect of the REMIC 4 Regular Interests shall be treated as held
by REMIC 5 for distribution in accordance with Sections 4.01 and 4.02. Any
portion of Available Funds remaining in REMIC 4 on a Distribution Date shall be
distributed to the Class R Certificates in respect of the Class R-4 Interest.
(c) REMIC 3. On each Distribution Date, the timing and amounts of
principal distributions and allocations of Realized Losses on each Class of
REMIC 3 Regular Interests shall be identical to the timing, amounts and
allocations in respect of the corresponding Classes of REMIC 2 Regular Interests
pursuant to Section 4.08(d). For this purpose, the Class T3-1 and Class T3-5
Interests correspond to the Class T2-1 Interest, the Class T3-2 and Class T3-6
Interests correspond to the Class T2-2 Interest, the Class T3-3 and Class T3-7
Interests correspond to the Class T2-3 Interest, and the Class T3-4 Interest
corresponds to the Class T2-4 Interest. Interest will accrue on each of the
Class T3-1, Class T3-2 and Class T3-3 Interests at the REMIC 3 Pass-Through
Rate. Interest will accrue on each of the Class T3-5, Class T3-6 and Class T3-7
Interests at the excess, if any, of the REMIC 2 Pass-Through Rate over the REMIC
3 Pass-Through Rate. Interest will accrue on the Class T3-4 Interest at the
Class T1-2 Pass-Through Rate. Any interest shortfalls and losses allocable to
interest will be allocated first, to the Class T3-4 Interest (if then receiving
interest), second, pro rata, to the Class T3-5, Class T3-6, and Class T3-7
Interests and third, pro rata, to the Class T3-1, Class T3-2 and Class T3-3
Interests. Amounts in the Distribution Account deemed distributed in respect of
the REMIC 3 Regular Interests shall be treated as held by REMIC 4 for
distribution in accordance with Section 4.08(b). Any portion of Available Funds
remaining in REMIC 3 on a Distribution Date shall be distributed to the Class R
Certificates in respect of the Class R-3 Interest.
(d) REMIC 2. On each Distribution Date, the REMIC 2 Regular
Interests shall receive distributions of interest and principal equal in the
aggregate to amounts distributable pursuant to Sections 4.08(e). Such amounts
with respect to interest shall accrue at the REMIC 2 Pass-Through Rate on each
REMIC 2 Regular Interest (other than the Class T2-4 Interest) and at the Class
T1-2 Pass-Through Rate on the Class T2-4 Interest, reduced by any shortfalls of
interest, allocated first to the Class T2-4 Interest (if then receiving
interest) and second, pro rata, to the Class T2-1, Class T2-2 and Class T2-3
Interests. Amounts in reduction of principal balance of the REMIC 2 Regular
Interests shall be allocated to the Class T2-1, Class T2-2 and Class T2-3
Interests in the aggregate in an amount equal to the Principal Remittance Amount
less the excess, if any, of the Overcollateralization Release Amount over the
Subsequent Overcollateralization Amount. Such aggregate amount shall be
allocated so that the principal balance of the Class T2-1, Class T2-2 and Class
T2-3 Interests equal the amounts specified in the definitions thereof in Article
I. The portion of the Principal Remittance Amount equal to the excess, if any,
of the Overcollateralization Release Amount over the Subsequent
Overcollateralization Amount shall be allocated to reduce the principal balance
of the Class T2-4 Interest, until it is reduced to zero. Realized Losses shall
be allocated first to the Class T2-4 Interest, until it is reduced to zero, and
then pro rata to the Class T2-1, Class T2-2 and Class T2-3 Interests. Such
amounts with respect to principal and any Realized Losses with respect to
principal shall reduce the principal balances of the REMIC 2 Regular Interests
so that, in the aggregate, such balances correspond to the Pool Balance as of
the last day of the related Due Period. Amounts in the Distribution Account
deemed distributed in respect of the REMIC 2 Regular Interests shall be treated
as held by REMIC 3 for distribution in accordance with Section 4.08(c). Any
amounts remaining in REMIC 2 on a Distribution Date shall be distributed to the
Class R Certificates in respect of the Class R-2 Interest.
(e) REMIC 1. On each Distribution Date, the REMIC 1 Regular
Interests shall receive distributions of interest and principal equal to the
Available Funds for such Distribution Date. The Class T1-1 Interest shall bear
interest at the REMIC 1 Pass-Through Rate and the Class T1-2 Interest shall bear
interest at the Class T1-2 Pass-Through Rate. The Principal Remittance Amount
less the excess, if any, of the Overcollateralization Release Amount over the
Subsequent Overcollateralization Amount shall be allocated to reduce the
principal balance of the Class T1-1 Interest. The portion of the Principal
Remittance Amount equal to the excess, if any, of the Overcollateralization
Release Amount over the Subsequent Overcollateralization Amount shall be
allocated to reduce the principal balance of the Class T1-2 Interest, until it
is reduced to zero. Realized Losses shall be allocated first to the Class T1-2
Interest, until it is reduced to zero, and then to the Class T1-2 Interest. Such
amounts with respect to principal and any Realized Losses with respect to
principal shall reduce the principal balances of the REMIC 1 Regular Interests
so that, in the aggregate, such balances correspond to the Pool Balance as of
the last day of the related Due Period. Amounts in the Distribution Account
deemed distributed in respect of the REMIC 1 Regular Interests shall be treated
as held by REMIC 2 for distribution in accordance with Section 4.08(d). Any
amounts remaining in REMIC 1 on a Distribution Date shall be distributed to the
Class R Certificates in respect of the Class R-1 Interest.
(f) All prepayment premiums and penalties shall be distributed from
REMIC 1 to REMIC 2 in respect of the Class T1-2 Interest, from REMIC 2 to REMIC
3 in respect of the Class T2-4 Interest, from REMIC 3 to REMIC 4 in respect of
the Class T3-4 Interest, from REMIC 4 to REMIC 5 in respect of the Class T4-4
and from REMIC 5 to the Class X/BB Interest in respect of the Class T5-4
Interest.
(g) Notwithstanding anything to the contrary contained herein, the
above distributions in this Section 4.08 (other than on the Certificates) are
deemed distributions, and distributions of funds from the Distribution Account
shall be made only in accordance with Sections 4.01 and 4.02.
Section 4.09 Class BB Reserve Fund.
(a) On the Closing Date, the Trustee shall establish and maintain in
its name, in trust for the benefit of the Holders of the Class BB Certificates,
the Class BB Reserve Fund. The Class BB 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 of the Trustee held pursuant to this Agreement. The Trustee shall
make the initial deposit of $90,000 into the Class BB Reserve Fund on the
Closing Date from a payment that the Trustee shall receive from the expected
purchaser of the Class X Certificates. The Trustee shall distribute the Class BB
Reserve Fund only to the holders of the Class BB Certificates and only on a
Distribution Date to the extent that there is insufficient cash in the
Distribution Account to make the distribution pursuant to Section 4.02(b)(xv)(A)
for such Distribution Date.
(b) Funds in the Class BB Reserve Fund may be invested in Permitted
Investments by the Trustee at the direction of the Holder of the Class X
Certificates with the greatest Percentage Interest. Any earnings on such amounts
shall be included in the Class BB Reserve Fund and any losses shall be
chargeable first to amounts held in the Class BB Reserve Fund and second to
Holders of the Class X Certificates. The Class BB Reserve Fund is not an asset
of any of the REMICs, but rather is beneficially owned by the beneficial owner
of the Class X and Class BB Certificates (when the Class X and Class BB
Certificates are beneficially owned by one Person) or by the partnership
comprised of the Class X and Class BB Certificates (when the Class X and Class
BB Certificates are beneficially owned by two or more Persons). The Holders of
the Class X Certificates shall direct the Trustee, in writing, as to the
investment of amounts on deposit therein. If on any Distribution Date, the
balance of the Class BB Reserve Fund exceeds the Class BB Amount, after taking
into account distributions made to the Class BB Certificates on such
Distribution Date, the excess shall be distributable to the Class X
Certificates. Upon termination of the Trust Fund, any amounts remaining in the
Class BB Reserve Fund shall be distributed to the Holders of the Class X
Certificates. The Class BB Reserve Fund is an "outside reserve fund" within the
meaning of the REMIC Provisions.
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.
Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class M-1, Class M-2, Class B, Class BB, Class X, and Class R Certificates shall
be substantially in the forms annexed hereto as exhibits, and shall, on original
issue, be executed, authenticated and delivered by the Trustee to or upon the
receipt of a Written Order to Authenticate from the Depositor concurrently with
the sale and assignment to the Trustee of the Trust Fund. Each Class of the
Offered Certificates shall be initially evidenced by one or more Certificates
representing a Percentage Interest with a minimum dollar denomination of $25,000
and integral dollar multiples of $1 in excess thereof. The Class BB, Class X and
Class R Certificates are issuable only in minimum Percentage Interests of 25%.
The Certificates shall be executed on behalf of the Trust by manual
or facsimile signature on behalf of the Trustee by a Responsible Officer.
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures were affixed, authorized to sign on behalf of
the Trustee shall bind the Trust, notwithstanding that such individuals or any
of them have ceased to be so authorized prior to the authentication and delivery
of such Certificates or did not hold such offices at the date of such
Certificate. No Certificate shall be entitled to any benefit under this
Agreement or be valid for any purpose, unless such Certificate shall have been
manually authenticated by the Trustee substantially in the form provided for
herein, and such authentication upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication. Subject to Section 5.02(c), the Offered Certificates
shall be Book-Entry Certificates. The Class BB, Class X and Class R Certificates
shall not be Book-Entry Certificates but shall be issued in fully registered
certificate form.
Section 5.02 Registration of Transfer and Exchange of Certificates.
(a) The Certificate Registrar shall cause to be kept at the Corporate Trust
Office a Certificate Register in which, subject to such reasonable regulations
as it may prescribe, the Certificate Registrar shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided. The Trustee shall initially serve as Certificate Registrar for
the purpose of registering Certificates and transfers and exchanges of
Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at
any office or agency of the Certificate Registrar maintained for such purpose
pursuant to the foregoing paragraph and, in the case of a Class R Certificate,
upon satisfaction of the conditions set forth below, the Trustee on behalf of
the Trust shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of the same aggregate
Percentage Interest.
At the option of the Certificateholders, Certificates may be
exchanged for other Certificates in authorized denominations and the same
aggregate Percentage Interests, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute on behalf of the Trust and
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive. Every Certificate presented or surrendered for
registration of transfer or exchange shall (if so required by the Trustee or the
Certificate Registrar) be duly endorsed by, or be accompanied by a written
instrument of transfer satisfactory to the Trustee and the Certificate Registrar
duly executed by, the Holder thereof or his attorney duly authorized in writing.
(b) Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to
the Depository, the initial Depository, by, or on behalf of, the Depositor; or
to, and deposited with the Certificate Custodian, on behalf of the Depository,
if directed to do so pursuant to instructions from the Depository. Except as
provided in paragraph (c) below, the Book-Entry Certificates shall at all times
remain registered in the name of the Depository or its nominee and at all times:
(i) registration of such Certificates may not be transferred by the Trustee
except to another Depository; (ii) the Depository shall maintain book-entry
records with respect to the Certificate Owners and with respect to ownership and
transfers of such Certificates; (iii) ownership and transfers of registration of
such Certificates on the books of the Depository shall be governed by applicable
rules established by the Depository; (iv) the Depository may collect its usual
and customary fees, charges and expenses from its Depository Participants; (v)
the Trustee shall for all purposes deal with the Depository as representative of
the Certificate Owners of the Certificates for purposes of exercising the rights
of Holders under this Agreement, and requests and directions for and votes of
such representative shall not be deemed to be inconsistent if they are made with
respect to different Certificate Owners; (vi) the Trustee may rely and shall be
fully protected in relying upon information furnished by the Depository with
respect to its Depository Participants and furnished by the Depository
Participants with respect to indirect participating firms and Persons shown on
the books of such indirect participating firms as direct or indirect Certificate
Owners; and (vii) the direct participants of the Depository shall have no rights
under this Agreement under or with respect to any of the Certificates held on
their behalf by the Depository, and the Depository may be treated by the Trustee
and its agents, employees, officers and directors as the absolute owner of the
Certificates for all purposes whatsoever.
All transfers by Certificate Owners of Book-Entry Certificates shall
be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owners. Each
Depository Participant shall only transfer Book-Entry Certificates of
Certificate Owners that it represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures. The parties hereto
are hereby authorized to execute a Letter of Representations with the Depository
or take such other action as may be necessary or desirable to register a
Book-Entry Certificate to the Depository. In the event of any conflict between
the terms of any such Letter of Representation and this Agreement, the terms of
this Agreement shall control. (c) If (i)(x) the Depository or the Depositor
advises the Trustee in writing that the Depository is no longer willing or able
to discharge properly its responsibilities as Depository and (y) the Trustee or
the Depositor is unable to locate a qualified successor, (ii) the Depositor, at
its sole option, with the consent of the Trustee, elects to terminate the
book-entry system through the Depository or (iii) the Certificate Owners of each
Class of Book-Entry Certificates representing Percentage Interests of such
Classes aggregating not less than 51% advise the Trustee and Depository through
the Financial Intermediaries and the Depository Participants in writing that the
continuation of a book-entry system through the Depository to the exclusion of
definitive, fully registered certificates (the "Definitive Certificates") to
Certificate Owners is no longer in the best interests of the Certificate Owners
then the Book-Entry Certificates may be exchanged for Definitive Certificates.
Upon surrender to the Certificate Registrar of the Book-Entry Certificates by
the Depository, accompanied by registration instructions from the Depository for
registration, the Trustee shall, at the Depositor's expense, in the case of (ii)
above, or the expense of the Trust, in the case of (i) and (iii) above, execute
on behalf of the Trust and authenticate the Definitive Certificates. Neither the
Depositor nor the Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates, the Trustee,
the Certificate Registrar, the Servicer, any Paying Agent and the Depositor
shall recognize the Holders of the Definitive Certificates as Certificateholders
hereunder.
(d) Except with respect to the initial transfer of the Private
Certificates by the Depositor, no transfer, sale, pledge or other disposition of
any Private Certificate shall be made unless such disposition is exempt from the
registration requirements of the Securities Act of 1933, as amended (the "1933
Act"), and any applicable state securities laws or is made in accordance with
the 1933 Act and laws. In the event of any such transfer, (i) unless such
transfer is made in reliance upon Rule 144A (as evidenced by the investment
letter delivered to the Trustee, in substantially the form attached hereto as
Exhibit J) under the 1933 Act, the Trustee and the Depositor shall require a
written Opinion of Counsel (which may be in-house counsel) acceptable to and in
form and substance reasonably satisfactory to the Trustee and the Depositor that
such transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from the 1933 Act or is being made pursuant to
the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee or
the Depositor or (ii) the Trustee shall require the transferor to execute a
transferor certificate (in substantially the form attached hereto as Exhibit L)
and the transferee to execute an investment letter (in substantially the form
attached hereto as Exhibit J) acceptable to and in form and substance reasonably
satisfactory to the Depositor and the Trustee certifying to the Depositor and
the Trustee the facts surrounding such transfer, which investment letter shall
not be an expense of the Trustee or the Depositor. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
No transfer of an ERISA-Restricted Certificate shall be made unless
the Trustee shall have received either (i) a representation from the transferee
of such Certificate, acceptable to and in form and substance satisfactory to the
Trustee and the Depositor, (such requirement is satisfied only by the Trustee's
receipt of a representation letter from the transferee substantially in the form
of Exhibit I hereto, as appropriate), to the effect that such transferee is not
an employee benefit plan or arrangement subject to Section 406 of ERISA or a
plan subject to Section 4975 of the Code, nor a person acting on behalf of any
such plan or arrangement nor using the assets of any such plan or arrangement to
effect such transfer or (ii) (except in the case of a Class R, Class X or Class
BB Certificate) if the purchaser is an insurance company, a representation that
the purchaser is an insurance company which is purchasing such Certificates with
funds contained in an "insurance company general account" (as such term is
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60") and that the purchase and holding of such Certificates are covered under
Sections I and III of PTCE 95-60 or (iii) (except in the case of a Class R,
Class X or Class BB Certificate) in the case of any such ERISA-Restricted
Certificate presented for registration in the name of an employee benefit plan
subject to ERISA or a plan or arrangement subject to Section 4975 of the Code
(or comparable provisions of any subsequent enactments), or a trustee of any
such plan or any other person acting on behalf of any such plan or arrangement
or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory
to the Trustee which Opinion of Counsel shall not be an expense of either the
Trustee or the Trust, addressed to the Trustee, to the effect that the purchase
or holding of such ERISA-Restricted Certificate will not result in the assets of
the Trust being deemed to be "plan assets" and subject to the prohibited
transaction provisions of ERISA and the Code and will not subject the Trustee to
any obligation in addition to those expressly undertaken in this Agreement or to
any liability. For purposes of clause (i) of the preceding sentence, such
representation shall be deemed to have been made to the Trustee by the
acceptance by a Certificate Owner of the beneficial interest in any such Class
of ERISA-Restricted Certificates, unless the Trustee shall have received from
the transferee an alternative representation acceptable in form and substance to
the Depositor. Notwithstanding anything else to the contrary herein, any
purported transfer of an ERISA-Restricted Certificate to or on behalf of an
employee benefit plan subject to ERISA or to the Code without the delivery to
the Trustee of an Opinion of Counsel satisfactory to the Trustee as described
above shall be void and of no effect.
Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably appointed the Depositor or its designee as its attorney-in-fact
to negotiate the terms of any mandatory sale under clause (v) below and to
execute all instruments of transfer and to do all other things necessary in
connection with any such sale, and the rights of each Person acquiring any
Ownership Interest in a Class R Certificate are expressly subject to the
following provisions:
(i) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a
Permitted Transferee.
(ii) No Person shall acquire an Ownership Interest in a Class R
Certificate unless such Ownership Interest is a pro rata undivided
interest.
(iii) In connection with any proposed transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall as a condition to
registration of the transfer, require delivery to it, in form and
substance satisfactory to it, of each of the following:
(A) an affidavit in the form of Exhibit K hereto from the proposed
transferee to the effect that, among other things, such transferee is a
Permitted Transferee and that it is not acquiring its Ownership Interest
in the Class R Certificate that is the subject of the proposed transfer as
a nominee, trustee or agent for any Person who is not a Permitted
Transferee; and
(B) a covenant of the proposed transferee to the effect that the
proposed transferee agrees to be bound by and to abide by the transfer
restrictions applicable to the Class R Certificates.
(iv) Any attempted or purported transfer of any Ownership Interest
in a Class R Certificate in violation of the provisions of this Section
shall be absolutely null and void and shall vest no rights in the
purported transferee. If any purported transferee shall, in violation of
the provisions of this Section, become a Holder of a Class R Certificate,
then the prior Holder of such Class R Certificate that is a Permitted
Transferee shall, upon discovery that the registration of transfer of such
Class R Certificate was not in fact permitted by this Section, be restored
to all rights as Holder thereof retroactive to the date of registration of
transfer of such Class R Certificate. The Trustee shall be under no
liability to any Person for any registration of transfer of a Class R
Certificate that is in fact not permitted by this Section or for making
any distributions due on such Class R Certificate to the Holder thereof or
taking any other action with respect to such Holder under the provisions
of this Agreement so long as the Trustee received the documents specified
in clause (iii). The Trustee shall be entitled to recover from any Holder
of a Class R Certificate that was in fact not a Permitted Transferee at
the time such distributions were made all distributions made on such Class
R Certificate. Any such distributions so recovered by the Trustee shall be
distributed and delivered by the Trustee to the prior Holder of such Class
R Certificate that is a Permitted Transferee.
(v) If any Person other than a Permitted Transferee acquires any
Ownership Interest in a Class R Certificate in violation of the
restrictions in this Section, then the Trustee shall have the right but
not the obligation, without notice to the Holder of such Class R
Certificate or any other Person having an Ownership Interest therein, to
notify the Depositor to arrange for the sale of such Class R Certificate.
The proceeds of such sale, net of commissions (which may include
commissions payable to the Depositor or its affiliates in connection with
such sale), expenses and taxes due, if any, will be remitted by the
Trustee to the previous Holder of such Class R Certificate that is a
Permitted Transferee, except that in the event that the Trustee determines
that the Holder of such Class R Certificate may be liable for any amount
due under this Section or any other provisions of this Agreement, the
Trustee may withhold a corresponding amount from such remittance as
security for such claim. The terms and conditions of any sale under this
clause (v) shall be determined in the sole discretion of the Trustee and
it shall not be liable to any Person having an Ownership Interest in a
Class R Certificate as a result of its exercise of such discretion. (vi)
If any Person other than a Permitted Transferee acquires any Ownership
Interest in a Class R Certificate in violation of the restrictions in this
Section, then the Trustee will provide to the Internal Revenue Service,
and to the persons specified in Sections 860E(e)(3) and (6) of the Code,
information needed to compute the tax imposed under Section 860E(e)(5) of
the Code on transfers of residual interests to disqualified organizations.
The Trustee shall be entitled to reasonable compensation for providing
such information from the person to whom it is provided.
The foregoing provisions of this Section shall cease to apply to transfers
occurring on or after the date on which there shall have been delivered to the
Trustee, in form and substance satisfactory to the Trustee, (i) written
notification from each Rating Agency that the removal of the restrictions on
transfer set forth in this Section will not cause such Rating Agency to
downgrade its rating of the Certificates and (ii) an Opinion of Counsel to the
effect that such removal will not cause any REMIC hereunder to fail to qualify
as a REMIC.
(e) No service charge shall be made for any registration of transfer
or exchange of Certificates of any Class, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
All Certificates surrendered for registration of transfer or
exchange shall be cancelled by the Certificate Registrar and disposed of
pursuant to its standard procedures.
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate and (ii) there is delivered to
the Trustee, the Depositor and the Certificate Registrar such security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute on behalf of the Trust, authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like tenor and Percentage Interest. Upon the issuance of any new
Certificate under this Section, the Trustee or the Certificate Registrar may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee and the Certificate Registrar) in
connection therewith. Any duplicate Certificate issued pursuant to this Section,
shall constitute complete and indefeasible evidence of ownership in the Trust,
as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.
Section 5.04 Persons Deemed Owners.
The Servicer, the Depositor, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of the Servicer, the Depositor, the Certificate
Registrar, any Paying Agent or the Trustee may treat the Person, including a
Depository, in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01
and 4.02 and for all other purposes whatsoever, and none of the Servicer, the
Trust, the Trustee nor any agent of any of them shall be affected by notice to
the contrary.
Section 5.05 Appointment of Paying Agent.
(a) The Paying Agent shall make distributions to Certificateholders
from the Distribution Account pursuant to Section 4.01 and 4.02 and shall report
the amounts of such distributions to the Trustee. The duties of the Paying Agent
may include the obligation (i) to withdraw funds from the Collection Account
pursuant to Section 3.05 and for the purpose of making the distributions
referred to above and (ii) to distribute statements and provide information to
Certificateholders as required hereunder. The Paying Agent hereunder shall at
all times be an entity duly organized and validly existing under the laws of the
United States of America or any state thereof, authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by
federal or state authorities. The Paying Agent shall initially be the Trustee.
The Trustee may appoint a successor to act as Paying Agent, which appointment
shall be reasonably satisfactory to the Depositor and the Rating Agencies.
(b) The Trustee shall cause the Paying Agent (if other than the
Trustee) to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee that such Paying Agent shall hold all
sums, if any, held by it for payment to the Certificateholders in trust for the
benefit of the Certificateholders entitled thereto until such sums shall be paid
to such Certificateholders and shall agree that it shall comply with all
requirements of the Code regarding the withholding of payments in respect of
Federal income taxes due from Certificate Owners and otherwise comply with the
provisions of this Agreement applicable to it.
ARTICLE VI
THE SERVICER AND THE DEPOSITOR
Section 6.01 Liability of the Servicer and the Depositor.
The Servicer shall be liable in accordance herewith only to the
extent of the obligations specifically imposed upon and undertaken by the
Servicer herein. The Depositor shall be liable in accordance herewith only to
the extent of the obligations specifically imposed upon and undertaken by the
Depositor.
The Depositor shall indemnify the Custodian pursuant to Section 26
of the Custodial Agreement. Section 6.02 ....Merger or Consolidation of, or
Assumption of the Obligations of the Servicer or the Depositor.
Any entity into which the Servicer or the Depositor may be merged or
consolidated, or any entity resulting from any merger, conversion or
consolidation to which the Servicer or the Depositor shall be a party, or any
corporation succeeding to the business of the Servicer or the Depositor, shall
be the successor of the Servicer or the Depositor, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor Servicer shall satisfy
all the requirements of Section 7.02 with respect to the qualifications of a
successor Servicer.
Section 6.03 Limitation on Liability of the Servicer and Others.
Neither the Servicer nor any of the directors or officers or
employees or agents of the Servicer shall be under any liability to the Trust or
the Certificateholders for any action taken or for refraining from the taking of
any action by the Servicer in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect the
Servicer against any liability which would otherwise be imposed by reason of its
willful misfeasance, bad faith or negligence in the performance of duties of the
Servicer or by reason of its reckless disregard of its obligations and duties of
the Servicer hereunder; provided, further, that this provision shall not be
construed to entitle the Servicer to indemnity in the event that amounts
advanced by the Servicer to retire any senior lien exceed Liquidation Proceeds
(in excess of related liquidation expenses) realized with respect to the related
Mortgage Loan. The Servicer and any director or officer or employee or agent of
the Servicer may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Servicer and any director or officer or employee or agent of the
Servicer shall be indemnified by the Trust and held harmless against any loss,
liability or expense incurred in connection with any legal action relating to
this Agreement or the Certificates, other than any loss, liability or expense
related to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) and any loss, liability or expense incurred by reason of its willful
misfeasance, bad faith or negligence in the performance of duties hereunder or
by reason of its reckless disregard of obligations and duties hereunder. The
Servicer may undertake any such action which it may deem necessary or desirable
in respect of this Agreement, and the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder. In such event, the
reasonable legal expenses and costs of such action and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust and the Servicer
shall be entitled to be reimbursed therefor only pursuant to Section 3.05. The
Servicer's right to indemnity or reimbursement pursuant to this Section shall
survive any resignation or termination of the Servicer pursuant to Section 6.04
or 7.01 with respect to any losses, expenses, costs or liabilities arising prior
to such resignation or termination (or arising from events that occurred prior
to such resignation or termination). This paragraph shall apply to the Servicer
solely in its capacity as Servicer hereunder and in no other capacities.
Section 6.04 Servicer Not to Resign.
Subject to the provisions of Section 7.01 and Section 6.02, the
Servicer shall not resign from the obligations and duties hereby imposed on it
except (i) upon determination that the performance of its obligations or duties
hereunder are no longer permissible under applicable law or are in material
conflict by reason of applicable law with any other activities carried on by it
or its subsidiaries or Affiliates, the other activities of the Servicer so
causing such a conflict being of a type and nature carried on by the Servicer or
its subsidiaries or Affiliates at the date of this Agreement or (ii) upon
satisfaction of the following conditions: (a) the Servicer has proposed a
successor servicer to the Trustee in writing and such proposed successor
servicer is reasonably acceptable to the Trustee; and (b) each Rating Agency
shall have delivered a letter to the Trustee prior to the appointment of the
successor servicer stating that the proposed appointment of such successor
servicer as Servicer hereunder will not result in the reduction or withdrawal of
the then current rating of the Regular Certificates or the ratings that are in
effect; provided, however, that no such resignation by the Servicer shall become
effective until such successor servicer or, in the case of (i) above, the
Trustee shall have assumed the Servicer's responsibilities and obligations
hereunder or the Trustee shall have designated a successor servicer in
accordance with Section 7.02. Any such resignation shall not relieve the
Servicer of responsibility for any of the obligations specified in Sections 7.01
and 7.02 as obligations that survive the resignation or termination of the
Servicer. Any such determination permitting the resignation of the Servicer
pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee. Any such determination permitting the
resignation of the Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee.
Section 6.05 Delegation of Duties.
In the ordinary course of business, the Servicer at any time may
delegate any of its duties hereunder to any Person, including any of its
Affiliates, who agrees to conduct such duties in accordance with standards
comparable to those set forth in Section 3.01. Such delegation shall not relieve
the Servicer of its liabilities and responsibilities with respect to such duties
and shall not constitute a resignation within the meaning of Section 6.04. The
Servicer shall provide the Trustee and the Rating Agencies with 60 days prior
written notice prior to the delegation of any of its duties to any Person other
than any of the Servicer's Affiliates or their respective successors and
assigns.
The Trustee and the Depositor hereby specifically (i) consent to the
pledge and assignment by the Servicer of all the Servicer's right, title and
interest in, to and under this Agreement to First Union, for the benefit of
certain lenders, and (ii) provided that no Servicer Event of Termination exists,
agree that upon delivery to the Trustee by First Union of a letter signed by the
Servicer whereunder the Servicer shall resign as Servicer under this Agreement,
the Trustee shall appoint First Union or its designee as successor Servicer,
provided that at the time of such appointment, First Union or such designee
meets the requirements of a successor Servicer pursuant to Section 7.02(a) and
agrees to be subject to the terms of this Agreement. If, pursuant to any
provision hereof, the duties of the Servicer are transferred to a successor, the
entire amount of the Servicing Fee and other compensation payable to the
Servicer pursuant hereto shall thereafter be payable to such successor.
ARTICLE VII
DEFAULT
Section 7.01 Servicer Events of Termination.
(a) If any one of the following events ("Servicer Events of
Termination") shall occur and be continuing:
(i) (A) The failure by the Servicer to make any Advance; or (B) any
other failure by the Servicer to deposit in the Collection Account or
Distribution Account any deposit required to be made under the terms of
this Agreement which continues unremedied for a period of one Business Day
after the date upon which written notice of such failure shall have been
given to the Servicer by the Trustee or by any Holder of a Regular
Certificate evidencing at least 25% of the Voting Rights; or
(ii) The failure by the Servicer to make any required Servicing
Advance which failure continues unremedied for a period of 30 days, or the
failure by the Servicer duly to observe or perform, in any material
respect, any other covenants, obligations or agreements of the Servicer as
set forth in this Agreement, which failure continues unremedied for a
period of 30 days, after the date (A) on which written notice of such
failure, requiring the same to be remedied, shall have been given to the
Servicer by the Trustee or by any Holder of a Regular Certificate
evidencing at least 25% of the Voting Rights or (B) actual knowledge of
such failure by a Servicing Officer of the Servicer; or
(iii) The entry against the Servicer of a decree or order by a court
or agency or supervisory authority having jurisdiction in the premises for
the appointment of a trustee, conservator, receiver or liquidator in any
insolvency, conservatorship, receivership, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the
winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 days; or
(iv) The Servicer shall voluntarily go into liquidation, consent to
the appointment of a conservator or receiver or liquidator or similar
person in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the Servicer or
relating to all or substantially all of its property; or a decree or order
of a court or agency or supervisory authority having jurisdiction in the
premises for the appointment of a conservator, receiver, liquidator or
similar person in any insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Servicer
and such decree or order shall have remained in force undischarged,
unbonded or unstayed for a period of 60 days; or the Servicer shall admit
in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of any applicable insolvency or
reorganization statute, make an assignment for the benefit of its
creditors or voluntarily suspend payment of its obligations; or
(v) receipt by the Trustee of a letter of resignation signed by the
Servicer and First Union pursuant to that certain Credit Agreement among
the Servicer and certain Affiliates of the Servicer, as borrowers, First
Union and certain other financial institutions, as lenders, and First
Union, as administrative agent (as amended, modified, restated, renewed,
replaced or extended from time to time); or
(vi) Cumulative Realized Losses as a percent of the Senior
Enhancement Percentage as of the Closing Date equal or exceed the
following:
Percentage of
the Senior
Enhancement
Percentage as
of the Closing
Date
May 2000 through April 2003 10%
May 2003 through April 2004 20%
May 2004 through April 2005 30%
May 2005 through April 2006 35%
May 2006 through April 2007 40%
May 2007 through April 2008 45%
May 2008 and thereafter 50%
(b) Then, and in each and every such case, so long as a Servicer
Event of Termination shall not have been remedied within the applicable grace
period, (x) with respect solely to clause (i)(A) above, if such Advance is not
made by 2:00 P.M., New York time, on the Business Day immediately following the
Servicer Remittance Date, the Trustee may terminate all of the rights and
obligations of the Servicer under this Agreement and the Trustee, or a successor
servicer appointed in accordance with Section 7.02, shall immediately make such
Advance and assume, pursuant to Section 7.02, the duties of a successor Servicer
and (y) in the case of (i)(B), (ii), (iii), (iv), (v) and (vi) above, the
Trustee shall, at the direction of the Holders of each Class of Regular
Certificates evidencing Percentage Interests aggregating not less than 51%, by
notice then given in writing to the Servicer (and to the Trustee if given by
Holders of Certificates), terminate all of the rights and obligations of the
Servicer as servicer under this Agreement. Any such notice to the Servicer shall
also be given to each Rating Agency and the Depositor. On or after the receipt
by the Servicer (and by the Trustee if such notice is given by the Holders) of
such written notice, all authority and power of the Servicer under this
Agreement, whether with respect to the Certificates or the Mortgage Loans or
otherwise, shall pass to and be vested in the Trustee pursuant to and under this
Section; and, without limitation, the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement of each
Mortgage Loan and Related Documents or otherwise. The Servicer agrees to
cooperate with the Trustee (or the applicable successor Servicer) in effecting
the termination of the responsibilities and rights of the Servicer hereunder,
including, without limitation, the delivery to the Trustee of all documents and
records requested by it to enable it to assume the Servicer's functions under
this Agreement within ten Business Days subsequent to such notice, the transfer
within one Business Day subsequent to such notice to the Trustee (or the
applicable successor Servicer) for the administration by it of all cash amounts
that shall at the time be held by the Servicer and to be deposited by it in the
Collection Account, the Distribution Account, any REO Account or any Escrow
Account or that have been deposited by the Servicer in such accounts or
thereafter received by the Servicer with respect to the Mortgage Loans or any
REO Property received by the Servicer. All reasonable costs and expenses
(including attorneys' fees) incurred in connection with transferring the
servicing to the successor Servicer and amending this Agreement to reflect such
succession as Servicer pursuant to this Section shall be paid by the predecessor
Servicer (or if the predecessor Servicer is the Trustee, the initial Servicer)
upon presentation of reasonable documentation of such costs and expenses.
Section 7.02 Trustee to Act; Appointment of Successor. (a) Within 90
days of the time the Servicer (and the Trustee, if notice is sent by the
Holders) receives a notice of termination pursuant to Section 7.01 or 6.04, the
Trustee (or such other successor Servicer as is approved in accordance with this
Agreement) shall be the successor in all respects to the Servicer in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Servicer by the terms and provisions
hereof arising on and after its succession. As compensation therefor, the
Trustee (or such other successor Servicer) shall be entitled to such
compensation as the Servicer would have been entitled to hereunder if no such
notice of termination had been given. Notwithstanding the above, (i) if the
Trustee is unwilling to act as successor Servicer or (ii) if the Trustee is
legally unable so to act, the Trustee shall appoint or petition a court of
competent jurisdiction to appoint, any established housing and home finance
institution, bank or other mortgage loan or home equity loan servicer having a
net worth of not less than $50,000,000 as the successor to the Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Servicer hereunder; provided, that the appointment of any
such successor Servicer will not result in the qualification, reduction or
withdrawal of the ratings assigned to the Certificates or the ratings that are
in effect by the Rating Agencies as evidenced by a letter to such effect from
the Rating Agencies. Pending appointment of a successor to the Servicer
hereunder, unless the Trustee is prohibited by law from so acting, the Trustee
shall act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the successor shall be entitled to receive
compensation out of payments on Mortgage Loans in an amount equal to the
compensation which the Servicer would otherwise have received pursuant to
Section 3.18 (or such other compensation as the Trustee and such successor shall
agree, not to exceed the Servicing Fee). The appointment of a successor Servicer
shall not affect any liability of the predecessor Servicer which may have arisen
under this Agreement prior to its termination as Servicer to pay any deductible
under an insurance policy pursuant to Section 3.12 or to indemnify the Trustee
pursuant to Section 3.26, nor shall any successor Servicer be liable for any
acts or omissions of the predecessor Servicer or for any breach by such Servicer
of any of its representations or warranties contained herein or in any related
document or agreement. The Trustee and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession.
In the event of a Servicer Event of Termination, notwithstanding
anything to the contrary above, the Trustee and the Depositor hereby agree that
upon delivery to the Trustee by First Union of a letter signed by the Servicer
within ten Business Days of when notification of such event shall have been
provided to the Trustee, whereunder the Servicer shall resign as Servicer under
this Agreement, the Trustee shall appoint First Union or its designee as
successor Servicer (provided that at the time of such appointment First Union or
such designee meets the requirements of a successor Servicer set forth above)
and First Union agrees to be subject to the terms of this Agreement.
(b) Any successor, including the Trustee, to the Servicer as
servicer shall during the term of its service as servicer continue to service
and administer the Mortgage Loans for the benefit of Certificateholders, and
maintain in force a policy or policies of insurance covering errors and
omissions in the performance of its obligations as Servicer hereunder and a
Fidelity Bond in respect of its officers, employees and agents to the same
extent as the Servicer is so required pursuant to Section 3.12.
Section 7.03 Waiver of Defaults.
The Majority Certificateholders may, on behalf of all
Certificateholders, waive any events permitting removal of the Servicer as
servicer pursuant to this Article VII, provided, however, that the Majority
Certificateholders may not waive a default in making a required distribution on
a Certificate without the consent of the Holder of such Certificate. Upon any
waiver of a past default, such default shall cease to exist and any Servicer
Event of Termination arising therefrom shall be deemed to have been remedied for
every purpose of this Agreement. No such waiver shall extend to any subsequent
or other default or impair any right consequent thereto except to the extent
expressly so waived. Notice of any such waiver shall be given by the Trustee to
the Rating Agencies. Section 7.04 ....Notification to Certificateholders. (a)
Upon any termination or appointment of a successor Servicer pursuant to this
Article VII or Section 6.04, the Trustee shall give prompt written notice
thereof to the Certificateholders at their respective addresses appearing in the
Certificate Register and each Rating Agency.
(b) No later than 60 days after the occurrence of any event which
constitutes or which, with notice or a lapse of time or both, would constitute a
Servicer Event of Termination for five Business Days after a Responsible Officer
of the Trustee obtains actual knowledge of the occurrence of such an event, the
Trustee shall transmit by mail to all Certificateholders notice of such
occurrence unless such default or Servicer Event of Termination shall have been
waived or cured. Such notice shall be given to the Rating Agencies promptly
after any such occurrence.
Section 7.05 Survivability of Servicer Liabilities.
Notwithstanding anything herein to the contrary, upon termination of
the Servicer hereunder, any liabilities of the Servicer which accrued prior to
such termination shall survive such termination.
ARTICLE VIII
THE TRUSTEE
Section 8.01 Duties of Trustee.
The Trustee, prior to the occurrence of a Servicer Event of
Termination of which a Responsible Officer of the Trustee shall have actual
knowledge and after the curing of all Servicer Events of Termination which may
have occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. If a Servicer Event of Termination has
occurred (which has not been cured) of which a Responsible Officer has actual
knowledge, the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise,
as a prudent person would exercise or use under the circumstances in the conduct
of such person's own affairs.
The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement; provided, however, that that the
Trustee shall not be responsible for the accuracy or content of any resolution,
certificate, statement, opinion, report, document, order or other instrument
furnished by the Servicer or the Depositor hereunder. If any such instrument is
found not to conform in any material respect to the requirements of this
Agreement, the Trustee shall notify the Certificateholders of such instrument in
the event that the Trustee, after so requesting, does not receive a
satisfactorily corrected instrument.
No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct; provided, however, that:
(i) prior to the occurrence of a Servicer Event of Termination, and
after the curing of all such Servicer Events of Termination which may have
occurred, the duties and obligations of the Trustee shall be determined
solely by the express provisions of this Agreement, the Trustee shall not
be liable except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and, in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee and conforming to the requirements of this
Agreement;
(ii) the Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer of the Trustee,
unless it shall be proved that the Trustee was negligent in ascertaining
or investigating the facts related thereto;
(iii) the Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of the Majority Certificateholders relating
to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising or omitting to exercise any trust
or power conferred upon the Trustee, under this Agreement; and
(iv) the Trustee shall not be charged with knowledge of any failure
by the Servicer to comply with the obligations of the Servicer referred to
in clauses (i) and (ii) of Section 7.01 or any Servicer Event of
Termination unless a Responsible Officer of the Trustee at the Corporate
Trust Office obtains actual knowledge of such failure or the Trustee
receives written notice of such failure from the Servicer or the Majority
Certificateholders. In the absence of such receipt of such notice, the
Trustee may conclusively assume that there is no Servicer Event of
Termination.
The Trustee shall not be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require
the Trustee to perform, or be responsible for the manner of performance of, any
of the obligations of the Servicer under this Agreement, except during such
time, if any, as the Trustee shall be the successor to, and be vested with the
rights, duties, powers and privileges of, the Servicer in accordance with the
terms of this Agreement.
The Trustee shall have no duty (A) to see any recording, filing, or
depositing of this Agreement or any agreement referred to herein or any
financing statement or continuation statement evidencing a security interest, or
to see to the maintenance of any such recording or filing or depositing or to
any rerecording, refiling or redepositing of any thereof, (B) to see to any
insurance or (C) to see to the payment or discharge of any tax, assessment, or
other governmental charge or any lien or encumbrance of any kind owing with
respect to, assessed or levied against, any part of the Trust Fund other than
from funds available in the Distribution Account.
Section 8.02 Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) the Trustee may request and rely upon, and shall be protected in
acting or refraining from acting upon, any resolution, Officer's
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties;
(ii) the Trustee may consult with counsel and any advice or Opinion
of Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance with such advice or Opinion of Counsel;
(iii) the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Agreement, or to institute,
conduct or defend any litigation hereunder or in relation hereto, at the
request, order or direction of the Certificateholders pursuant to the
provisions of this Agreement, unless such Certificateholders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby; the
right of the Trustee to perform any discretionary act enumerated in this
Agreement shall not be construed as a duty, and the Trustee shall not be
answerable for other than its negligence or willful misconduct in the
performance of any such act;
(iv) the Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(v) prior to the occurrence of a Servicer Event of Termination and
after the curing of all Servicer Events of Termination which may have
occurred, the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or documents, unless requested in writing to do so by
the Majority Certificateholder; provided, however, that if the payment
within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require reasonable indemnity against such cost, expense or
liability as a condition to such proceeding. The reasonable expense of
every such examination shall be paid by the Servicer or, if paid by the
Trustee, shall be reimbursed by the Servicer upon demand. Nothing in this
clause (v) shall derogate from the obligation of the Servicer to observe
any applicable law prohibiting disclosure of information regarding the
Mortgagors; (vi) the Trustee shall not be accountable, shall have no
liability and makes no representation as to any acts or omissions
hereunder of the Servicer until such time as the Trustee may be required
to act as Servicer pursuant to Section 7.02;
(vii) the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys or a custodian and the Trustee shall not be responsible for any
misconduct or negligence on the part of any such agent, attorney or
custodian appointed by the Trustee with due care; and
(viii)the right of the Trustee to perform any discretionary act
enumerated in this Agreement shall not be construed as a duty, and the
Trustee shall not be answerable for other than its negligence or willful
misconduct in the performance of such act.
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than
the authentication of the Trustee on the Certificates) shall be taken as the
statements of the Depositor, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as to the validity
or sufficiency of this Agreement or of the Certificates (other than the
signature and authentication of the Trustee on the Certificates) or of any
Mortgage Loan or Related Document. The Trustee shall not be accountable for the
use or application by the Servicer, or for the use or application of any funds
paid to the Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Collection Account by the Servicer. The Trustee shall at no
time have any responsibility or liability for or with respect to the legality,
validity and enforceability of any Mortgage or any Mortgage Loan, or the
perfection and priority of any Mortgage or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of the Trust
or its ability to generate the payments to be distributed to Certificateholders
under this Agreement, including, without limitation: the existence, condition
and ownership of any Mortgaged Property; the existence and enforceability of any
hazard insurance thereon (other than if the Trustee shall assume the duties of
the Servicer pursuant to Section 7.02); the validity of the assignment of any
Mortgage Loan to the Trustee or of any intervening assignment; the completeness
of any Mortgage Loan; the performance or enforcement of any Mortgage Loan (other
than if the Trustee shall assume the duties of the Servicer pursuant to Section
7.02); the compliance by the Depositor, the Originators or the Servicer with any
warranty or representation made under this Agreement or in any related document
or the accuracy of any such warranty or representation prior to the Trustee's
receipt of notice or other discovery of any non-compliance therewith or any
breach thereof; any investment of monies by or at the direction of the Servicer
or any loss resulting therefrom, it being understood that the Trustee shall
remain responsible for any Trust property that it may hold in its individual
capacity; the acts or omissions of any of the Servicer (other than if the
Trustee shall assume the duties of the Servicer pursuant to Section 7.02), or
any Mortgagor; any action of the Servicer (other than if the Trustee shall
assume the duties of the Servicer pursuant to Section 7.02), taken in the name
of the Trustee; the failure of the Servicer to act or perform any duties
required of it as agent of the Trustee hereunder; or any action by the Trustee
taken at the instruction of the Servicer (other than if the Trustee shall assume
the duties of the Servicer pursuant to Section 7.02); provided, however, that
the foregoing shall not relieve the Trustee of its obligation to perform its
duties under this Agreement. The Trustee shall have no responsibility for filing
any financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or lien
granted to it hereunder.
Section 8.04 Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights as it would have if it
were not Trustee and may transact any banking and trust business with the
Transferor, the Servicer, the Depositor or their Affiliates.
Section 8.05 Trustee Fees and Expenses.
Prior to disbursing the Available Funds, the Trustee shall withdraw
from the Distribution Account on each Distribution Date and pay to itself the
Trustee Fee. The Trustee shall pay from its Trustee Fee the monthly Custodian
Fee to the Custodian. Anything in this Agreement to the contrary
notwithstanding, in no event shall the Trustee be liable for special, indirect
or consequential loss or damage of any kind whatsoever (including but not
limited to lost profits), even if the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action. The Trustee and any
director, officer, employee or agent of the Trustee shall be indemnified by the
Trust Fund and held harmless against any loss, liability or expense (not
including expenses, disbursements and advances incurred or made by the Trustee
in the ordinary course of the Trustee's performance in accordance with the
provisions of this Agreement) incurred by the Trustee or such party arising out
of or in connection with the acceptance or administration of its duties under
this Agreement, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance by the Trustee
of its duties under this Agreement or by reason of the reckless disregard of the
Trustee's obligations and duties under this Agreement. In the event that the
Trustee is entitled to indemnity from the Trust Fund pursuant to this Section
8.05 and the Trustee is unable to recover any amount owed to the Trustee under
this Section 8.05 (such amount, the "Indemnity Deficiency") from the Trust Fund
or any other source of indemnity available to the Trustee (including, without
limitation, the Servicer, the Originators under the Originator Mortgage Loan
Purchase Agreements and New Century Mortgage Corporation under the New Century
Corp. Guarantee), the Trustee shall provide written notice to the Depositor of
the Trustee's inability to recover such Indemnity Deficiency under this Section
8.05. Within 10 days after receipt of such notice by the Trustee, the Depositor
shall pay such Indemnity Deficiency to the Trustee. This section shall survive
termination of this Agreement or the resignation or removal of any Trustee
hereunder.
Section 8.06 Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a Department of Housing
and Urban Development and Federal Housing Administration approved mortgagee, an
entity duly organized and validly existing under the laws of the United States
of America or any state thereof, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000 and a minimum long-term debt rating of "BBB" by S&P and Fitch and a
long-term debt rating of at least "A1" or better by Moody's, and subject to
supervision or examination by federal or state authority. If such entity
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 8.06, the combined capital and surplus of such entity
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. The principal office of the Trustee
(other than the initial Trustee) shall be in a state with respect to which an
Opinion of Counsel has been delivered to such Trustee at the time such Trustee
is appointed Trustee to the effect that the Trust will not be a taxable entity
under the laws of such state. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 8.06, the Trustee
shall resign immediately in the manner and with the effect specified in Section
8.07.
Section 8.07 Resignation or Removal of Trustee.
The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Depositor, the Servicer
and each Rating Agency. Upon receiving such notice of resignation, the Depositor
shall promptly appoint a successor Trustee by written instrument, in duplicate,
one copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor Trustee. If no successor Trustee shall have been so
appointed and having accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.
If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Depositor, or if at any time the Trustee shall be
legally unable to act, or shall be adjudged a bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor may remove the Trustee. If the Depositor or the Servicer removes the
Trustee under the authority of the immediately preceding sentence, the Depositor
shall promptly appoint a successor Trustee by written instrument, in duplicate,
one copy of which instrument shall be delivered to the Trustee so removed and
one copy to the successor Trustee.
The Majority Certificateholders may at any time remove the Trustee
by written instrument or instruments delivered to the Servicer, the Depositor
and the Trustee; the Depositor shall thereupon use its best efforts to appoint a
successor Trustee in accordance with this Section.
Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor Trustee as
provided in Section 8.08. Section 8.08 ....Successor Trustee.
Any successor Trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor, the Rating Agencies, the
Servicer and to its predecessor Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee
shall become effective, and such successor Trustee, without any further act,
deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with like effect as if
originally named as Trustee. The Depositor, the Servicer and the predecessor
Trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for fully and certainly vesting and confirming in the
successor Trustee all such rights, powers, duties and obligations.
No successor Trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor Trustee shall
be eligible under the provisions of Section 8.06 and the appointment of such
successor Trustee shall not result in a downgrading of the Regular Certificates
by either Rating Agency, as evidenced by a letter from each Rating Agency.
Upon acceptance of appointment by a successor Trustee as provided in
this Section 8.08, the successor Trustee shall mail notice of the appointment of
a successor Trustee hereunder to all Holders of Certificates at their addresses
as shown in the Certificate Register and to each Rating Agency.
Section 8.09 Merger or Consolidation of Trustee.
Any entity into which the Trustee may be merged or converted or with
which it may be consolidated, or any entity resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any entity
succeeding to the business of the Trustee, shall be the successor of the Trustee
hereunder, provided such entity shall be eligible under the provisions of
Section 8.06 and 8.08, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.
Section 8.10 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust or any Mortgaged Property may at the time be located, the
Depositor and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust, and to
vest in such Person or Persons, in such capacity and for the benefit of the
Certificateholders, such title to the Trust, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations,
rights and trusts as the Servicer and the Trustee may consider necessary or
desirable. Any such co-trustee or separate trustee shall be subject to the
written approval of the Servicer. If the Servicer shall not have joined in such
appointment within 15 days after the receipt by it of a request so to do, or in
the case a Servicer Event of Termination shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor Trustee under Section 8.06, and no notice to Certificateholders
of the appointment of any co-trustee or separate trustee shall be required under
Section 8.08. The Servicer shall be responsible for the fees of any co-trustee
or separate trustee appointed hereunder.
Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred or imposed
upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly
(it being understood that such separate trustee or co-trustee is not
authorized to act separately without the Trustee joining in such act),
except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed (whether as Trustee hereunder
or as successor to the Servicer hereunder), the Trustee shall be
incompetent or unqualified to perform such act or acts, in which event
such rights, powers, duties and obligations (including the holding of
title to the Trust or any portion thereof in any such jurisdiction) shall
be exercised and performed singly by such separate trustee or co-trustee,
but solely at the direction of the Trustee;
(ii) no trustee hereunder shall be held personally liable by reason
of any act or omission of any other trustee hereunder; and
(iii) the Servicer and the Trustee, acting jointly may at any time
accept the resignation of or remove any separate trustee or co-trustee
except that following the occurrence of a Servicer Event of Termination,
the Trustee acting alone may accept the resignation or remove any separate
trustee or co-trustee.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Depositor, the Rating Agencies and the Servicer.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor Trustee.
Section 8.11 Limitation of Liability.
The Certificates are executed by the Trustee, not in its individual
capacity but solely as Trustee of the Trust, in the exercise of the powers and
authority conferred and vested in it by this Agreement. Each of the undertakings
and agreements made on the part of the Trustee in the Certificates is made and
intended not as a personal undertaking or agreement by the Trustee but is made
and intended for the purpose of binding only the Trust.
Section 8.12 Trustee May Enforce Claims Without Possession of
Certificates. (a) All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and such proceeding instituted by the Trustee shall
be brought in its own name or in its capacity as Trustee for the benefit of all
Holders of such Certificates, subject to the provisions of this Agreement. Any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursement and advances of the Trustee, its agents and
counsel, be for the ratable benefit of the Certificateholders in respect of
which such judgment has been recovered.
(b) The Trustee shall afford the Depositor, the Servicer and each
Certificateholder upon reasonable notice during normal business hours, access to
all records maintained by the Trustee in respect of its duties hereunder and
access to officers of the Trustee responsible for performing such duties. The
Trustee shall cooperate fully with the Servicer, the Depositor and such
Certificateholder and shall make available to the Servicer, the Depositor and
such Certificateholder for review and copying at the expense of the party
requesting such copies, such books, documents or records as may be requested
with respect to the Trustee's duties hereunder. The Depositor, the Servicer and
the Certificateholders shall not have any responsibility or liability for any
action or failure to act by the Trustee and are not obligated to supervise the
performance of the Trustee under this Agreement or otherwise.
Section 8.13 Suits for Enforcement.
In case a Servicer Event of Termination or other default by the
Servicer, the Depositor or any Originator hereunder shall occur and be
continuing, the Trustee may proceed to protect and enforce its rights and the
rights of the Certificateholders under this Agreement by a suit, action or
proceeding in equity or at law or otherwise, whether for the specific
performance of any covenant or agreement contained in this Agreement or in aid
of the execution of any power granted in this Agreement or for the enforcement
of any other legal, equitable or other remedy, as the Trustee, being advised by
counsel, and subject to the foregoing, shall deem most effectual to protect and
enforce any of the rights of the Trustee and the Certificateholders.
Section 8.14 Waiver of Bond Requirement.
The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part
thereof, may be located that the Trustee post a bond or other surety with any
court, agency or body whatsoever. Section 8.15 ....Waiver of Inventory,
Accounting and Appraisal Requirement.
The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part
thereof, may be located that the Trustee file any inventory, accounting or
appraisal of the Trust with any court, agency or body at any time or in any
manner whatsoever.
ARTICLE IX
REMIC ADMINISTRATION
Section 9.01 REMIC Administration.
(a) The Trustee shall make or cause to be made REMIC elections for
each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and REMIC 5 as set forth in the
Preliminary Statement on Forms 1066 or other appropriate federal tax or
information return for the taxable year ending on the last day of the calendar
year in which the Certificates are issued. The regular interests and residual
interest in each REMIC shall be as designated in the Preliminary Statement.
(b) The Closing Date is hereby designated as the "Startup Day" of
each REMIC within the meaning of section 860G(a)(9) of the Code.
(c) The Servicer shall pay any and all tax related expenses (not
including taxes) of each REMIC, including but not limited to any professional
fees or expenses related to audits or any administrative or judicial proceedings
with respect to such REMIC that involve the Internal Revenue Service or state
tax authorities, but only to the extent that (i) such expenses are ordinary or
routine expenses, including expenses of a routine audit but not expenses of
litigation (except as described in (ii)); or (ii) such expenses or liabilities
(including taxes and penalties) are attributable to the negligence or willful
misconduct of the Servicer in fulfilling its duties hereunder. The Servicer
shall be entitled to reimbursement of expenses to the extent provided in clause
(i) above from the Collection Account.
(d) The Trustee shall prepare or cause to be prepared, sign and file
or cause to be filed, each REMIC's federal and state tax and information returns
as such REMIC's direct representative. The expenses of preparing and filing such
returns shall be borne by the Trustee.
(e) The Holder of the Class R Certificate holding the largest
Percentage Interest shall be the "tax matters person" as defined in the REMIC
Provisions (the "Tax Matters Person") with respect to each REMIC and irrevocably
designates the Trustee to act as its attorney-in-fact and agent for such Tax
Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person,
shall perform, on behalf of each REMIC, all reporting and other tax compliance
duties that are the responsibility of such REMIC under the Code, the REMIC
Provisions, or other compliance guidance issued by the Internal Revenue Service
or any state or local taxing authority. Among its other duties, if required by
the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent
for the Tax Matters Person, shall provide (i) to the Treasury or other
governmental authority such information as is necessary for the application of
any tax relating to the transfer of a Residual Certificate to any disqualified
person or organization and (ii) to the Certificateholders such information or
reports as are required by the Code or REMIC Provisions. The Holder of any Class
R Certificate, by purchasing such Class R Certificate, (A) will be deemed to
consent to the appointment of (i) the Holder of the largest Percentage Interest
in the Class R Certificates as the Tax Matters Person for each REMIC, and (ii)
the Trustee as attorney-in-fact and agent for such Tax Matters Person and (B)
agrees to execute any documents required to give effect to (A) above.
(f) The Trustee, the Servicer, and the Holders of Certificates shall
take any action or cause any REMIC to take any action necessary to create or
maintain the status of such REMIC as a REMIC under the REMIC Provisions and
shall assist each other as necessary to create or maintain such status. Neither
the Trustee, the Servicer, nor the Holder of any Residual Certificate shall take
any action or cause any REMIC to take any action or fail to take (or fail to
cause to be taken) any action that, under the REMIC Provisions, if taken or not
taken, as the case may be, could (i) endanger the status of such REMIC as a
REMIC or (ii) result in the imposition of a tax upon such REMIC (including but
not limited to the tax on prohibited transactions as defined in Code Section
860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d)
of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee
and the Servicer have received an Opinion of Counsel (at the expense of the
party seeking to take such action) to the effect that the contemplated action
will not endanger such status or result in the imposition of such a tax. In
addition, prior to taking any action with respect to any REMIC or the assets
therein, or causing such REMIC to take any action, which is not expressly
permitted under the terms of this Agreement, any Holder of a Residual
Certificate will consult with the Trustee and the Servicer, or their respective
designees, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to such REMIC, and no such Person
shall take any such action or cause such REMIC to take any such action as to
which the Trustee or the Servicer has advised it in writing that an Adverse
REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay
when due its pro rata share of any and all taxes imposed on any REMIC by federal
or state governmental authorities. To the extent that such REMIC taxes are not
paid by Residual Certificateholders, the Trustee shall pay any remaining REMIC
taxes out of current or future amounts otherwise distributable to the Holder of
the Residual Certificate in each REMIC or, if no such amounts are available, out
of other amounts held in the Collection Account, and shall reduce amounts
otherwise payable to Holders of the REMIC Regular Interests or the Certificates,
as the case may be.
(h) The Trustee, shall, for federal income tax purposes, maintain or
cause to be maintained books and records with respect to each REMIC on a
calendar year and on an accrual basis.
(i) No additional contributions of assets shall be made to any
REMIC, except as expressly provided in this Agreement with respect to Eligible
Substitute Mortgage Loans.
(j) Neither the Trustee nor the Servicer shall enter into any
arrangement by which any REMIC will receive a fee or other compensation for
services.
(k) On or before April 15 of each calendar year beginning in 2001,
the Servicer shall deliver to the Trustee and each Rating Agency and the Trustee
shall deliver to each Rating Agency an Officer's Certificate stating the
Servicer's compliance with the provisions of this Section 9.01.
(l) The Trustee shall treat the rights of the Class A-1
Certificateholders to receive payments in respect of LIBOR Carryover Amounts as
a right in an interest rate cap contract written by the Class X and Class BB
Certificateholders, as beneficial owners of the Class X/BB Interest, in favor of
the Class A-1 Certificateholders and the Trustee shall account for such as
property held separate and apart from the regular interests it holds in REMIC 1,
REMIC 2, REMIC 3, REMIC 4 and REMIC 5. This provision is intended to satisfy the
requirements of Treasury regulation Section 1.860G-2(i) for the treatment of
property rights coupled with regular interests to be separately respected and
shall be interpreted consistent with such regulation. For purposes of
determining the issue price of the Class T5-A1 Interest, the Trustee shall
assume that the interest rate cap contract has a value of zero. On each
Distribution Date, to the extent the Class A-1 Certificates receive interest in
excess of the Maximum Rate (as defined in the first sentence of the definition
thereof), such interest will be treated as paid to the Class X/BB Interest in
respect of interest on the REMIC 5 Components, pro rata, and then paid to the
Class A-1 Certificates pursuant to an interest rate cap agreement. (m) In the
event that the beneficial ownership of the Class BB Certificates and the Class X
Certificates is held by a single Person for federal income tax purposes, such
Person shall be treated as the beneficial owner of the Class X/BB Interest and
the REMIC 5 Components represented thereby and the Class BB Reserve Fund. In the
event that beneficial ownership of the Class BB and the Class X Certificates is
held by two or more Persons for tax purposes, the Trustee shall treat the Class
BB Certificateholders and the Class X Certificateholders as partners in a
partnership that owns the Class X/BB Interest and the Class BB Reserve Fund for
federal income tax purposes and shall not treat the Class BB and Class X
Certificates as an interest in any REMIC created hereunder. By acquiring the
Class BB Certificates and the Class X Certificates, the respective Holders will
agree to treat the Class BB Certificates and the Class X Certificates in the
manner described in the preceding sentence for federal income tax purposes in
the event that the beneficial ownership of the Class BB Certificates and the
Class X Certificates is separated. In such event, (i) a separate capital account
shall be established and maintained for each Holder of a Class BB or Class X
Certificate in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv),
which shall be credited with income or gain and debited by any expenses or
losses and distributions allocable to such Certificates, (ii) the Class BB
Certificates shall be allocated income in an amount equal to interest at the
Pass-Through Rate thereon and any original issue discount that would be
reportable thereon if the Class BB Certificate were a debt instrument issued on
the date ownership of the Class BB and Class X Certificates is separated, with a
principal balance equal to its Class BB Amount, (iii) the Class X and Class BB
Certificates shall be allocated income with respect to all prepayment premiums
and penalties in accordance with the allocation of such amounts pursuant to
Section 4.02(b)(xv) and 4.02(b)(xvi), to the extent not allocated pursuant to
Section 9.02(m)(ii) above, (iv) the Class X Certificates shall be allocated all
remaining income and any expenses and Realized Losses with respect to the Class
X/BB Interest and any income or loss with respect to the Class BB Reserve Fund
until the capital account of the Class X Certificates is reduced to zero, and
any remaining expenses or losses shall be allocated to the Class BB
Certificates, (v) neither the Class BB Certificates nor the Class X Certificates
shall be responsible for restoring any deficit to its capital account, (vi) upon
termination of the Trust Fund pursuant to Article X, all amounts available for
distribution to Holders of the Class BB and Class X Certificates shall be
distributed in accordance with their positive capital account balances, first to
Class BB until the Class BB Amount and any accrued but unpaid interest are
reduced to zero, and then to the Class X Certificates, and (vii) the Trustee
shall maintain books and records with respect to the partnership on a calendar
year basis (unless a different taxable year shall be required by the Code) and
shall prepare or cause to be prepared, and cause the Holder of the largest
Percentage Interest of the Class X Certificates to sign and file or cause to be
filed all federal and state tax and information returns for the partnership and
shall furnish or cause to be furnished Schedule K-1's to the Holders of the
Class BB and Class X Certificates at the time required by the Code. Unless
otherwise directed by a majority of the Percentage Interests of the Class X and
Class BB Interests, the Trustee shall not make an election under Section 954 of
the Code. The Holder of the largest Percentage Interest of the Class X
Certificates, by acceptance of its Class X Certificate, agrees to act as "tax
matters partner" (within the meaning of Section 6231(a)(7) of the Code and to
sign and timely file all federal and state partnership tax and information
returns prepared by the Trustee pursuant to this Section 9.01(m).
Section 9.02 Prohibited Transactions and Activities.
Neither the Depositor, the Servicer nor the Trustee shall sell,
dispose of, or substitute for any of the Mortgage Loans, except in a disposition
pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the
Trust Fund, (iii) the termination of any REMIC pursuant to Article X of this
Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a
repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor
acquire any assets for any REMIC, nor sell or dispose of any investments in the
Distribution Account for gain, nor accept any contributions to any REMIC after
the Closing Date, unless it has received an Opinion of Counsel (at the expense
of the party causing such sale, disposition, or substitution) that such
disposition, acquisition, substitution, or acceptance will not (a) affect
adversely the status of such REMIC as a REMIC or of the interests therein other
than the Residual Certificates as the regular interests therein, (b) affect the
distribution of interest or principal on the Certificates, (c) result in the
encumbrance of the assets transferred or assigned to the Trust Fund (except
pursuant to the provisions of this Agreement) or (d) cause such REMIC to be
subject to a tax on prohibited transactions or prohibited contributions pursuant
to the REMIC Provisions.
Section 9.03 Indemnification with Respect to Certain Taxes and Loss
of REMIC Status.
In the event that any REMIC formed hereunder fails to qualify as a
REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a
result of a prohibited transaction or prohibited contribution under the REMIC
Provisions due to the negligent performance by the Servicer of its duties and
obligations set forth herein, the Servicer shall indemnify the Holder of the
related Residual Certificate against any and all losses, claims, damages,
liabilities or expenses ("Losses") resulting from such negligence; provided,
however, that the Servicer shall not be liable for any such Losses attributable
to the action or inaction of the Trustee, the Depositor or the Holder of such
Residual Certificate, as applicable, nor for any such Losses resulting from
misinformation provided by the Holder of such Residual Certificate on which the
Servicer has relied. The foregoing shall not be deemed to limit or restrict the
rights and remedies of the Holder of such Residual Certificate now or hereafter
existing at law or in equity. Notwithstanding the foregoing, however, in no
event shall the Servicer have any liability (1) for any action or omission that
is taken in accordance with and in compliance with the express terms of, or
which is expressly permitted by the terms of, this Agreement, (2) for any Losses
other than arising out of a negligent performance by the Servicer of its duties
and obligations set forth herein, and (3) for any special or consequential
damages to Certificateholders (in addition to payment of principal and interest
on the Certificates).
Section 9.04 REO Property.
(a) Subject to compliance with applicable laws and regulations as
shall at any time be in force, and notwithstanding any other provision of this
Agreement, the Servicer, acting on behalf of the Trustee hereunder, shall not
rent, lease, or otherwise earn income on behalf of any REMIC with respect to any
REO Property which might cause such REO Property to fail to qualify as
"foreclosure" property within the meaning of section 860G(a)(8) of the Code or
result in the receipt by any REMIC of any "income from non-permitted assets"
within the meaning of section 860F(a)(2) of the Code or any "net income from
foreclosure property" which is subject to tax under the REMIC Provisions unless
the Servicer has advised, or has caused the applicable Servicer to advise, the
Trustee in writing to the effect that, under the REMIC Provisions, such action
would not adversely affect the status of any REMIC as a REMIC and any income
generated for such REMIC by the REO Property would not result in the imposition
of a tax upon such REMIC. (b) The Servicer shall make reasonable efforts to sell
any REO Property for its fair market value. In any event, however, the Servicer
shall dispose of any REO Property before the close of the third calendar year
beginning after the year of its acquisition by the Trust Fund unless the
Servicer has received a grant of extension from the Internal Revenue Service to
the effect that, under the REMIC Provisions and any relevant proposed
legislation and under applicable state law, any REMIC may hold REO Property for
a longer period without adversely affecting its REMIC status or causing the
imposition of a Federal or state tax upon any REMIC. If the Servicer has
received such an extension, then the Servicer shall continue to attempt to sell
the REO Property for its fair market value for such longer period as such
extension permits (the "Extended Period"). If the Servicer has not received such
an extension and the Servicer is unable to sell the REO Property within 33
months after its acquisition by the Trust Fund or if the Servicer has received
such an extension, and the Servicer is unable to sell the REO Property within
the period ending three months before the close of the Extended Period, the
Servicer shall, before the end of the applicable period, (i) purchase such REO
Property at a price equal to the REO Property's fair market value or (ii)
auction the REO Property to the highest bidder (which may be the Servicer) in an
auction reasonably designed to produce a fair price prior to the expiration of
the applicable period.
ARTICLE X
TERMINATION
Section 10.01 Termination.
(a) The respective obligations and responsibilities of the
Originators, the Servicer, the Depositor and the Trustee created hereby (other
than the obligation of the Trustee to make certain payments to
Certificateholders after the final Distribution Date and the obligation of the
Servicer to send certain notices as hereinafter set forth) shall terminate upon
notice to the Trustee upon the earliest of (i) the final payment or other
liquidation of the last Mortgage Loan in the Trust or (ii) the optional purchase
by the Servicer of the Mortgage Loans as described below. Notwithstanding the
foregoing, in no event shall the trust created hereby continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of
Joseph P. Kennedy, the late ambassador of the United States to the Court of St.
James's, living on the date hereof.
The Servicer may, at its option, terminate the Mortgage Loans in the
Trust Fund and retire the Offered Certificates on the next succeeding
Distribution Date upon which the aggregate current Pool Balance is less than 10%
of the aggregate Pool Balance of the Mortgage Loans as of the Cut-off Date by
purchasing all of the outstanding Mortgage Loans and REO Properties in the Trust
Fund at a price equal to the sum of the outstanding Principal Balance of the
Mortgage Loans and accrued and unpaid interest thereon at the weighted average
of the Mortgage Interest Rates through the end of the Collection Period
preceding the final Distribution Date plus unreimbursed Servicing Advances,
Advances and any unpaid Servicing Fees and Special Servicing Fees allocable to
such Mortgage Loans and REO Properties (the "Termination Price").
In connection with any such purchase pursuant to the preceding
paragraph, the Servicer shall deposit in the Distribution Account all amounts
then on deposit in the Collection Account (less amounts permitted to be
withdrawn by the Servicer pursuant to Section 3.07), which deposit shall be
deemed to have occurred immediately following such purchase.
Any such purchase shall be accomplished by deposit into the
Collection Account as part of Available Funds on the Determination Date before
such Distribution Date of the Termination Price and the delivery of an opinion
of counsel that such termination is a "qualified liquidation" under Section 860F
of the Code.
(b) Notice of any termination, specifying the Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and cancellation, shall be given promptly by
the Trustee upon the Trustee receiving notice of such date from the Servicer, by
letter to the Certificateholders mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution specifying (1) the Distribution Date upon which final distribution
of the Certificates will be made upon presentation and surrender of such
Certificates at the office or agency of the Trustee therein designated, (2) the
amount of any such final distribution and (3) that the Record Date otherwise
applicable to such Distribution Date is not applicable, distributions being made
only upon presentation and surrender of the Certificates at the office or agency
of the Trustee therein specified.
(c) Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to the Holders of the Certificates on the
Distribution Date for such final distribution, in proportion to the Percentage
Interests of their respective Class and to the extent that funds are available
for such purpose, an amount equal to the amount required to be distributed to
such Holders in accordance with the provisions of Sections 4.01 and 4.02 for
such Distribution Date. (d) In the event that all Certificateholders shall not
surrender their Certificates for final payment and cancellation on or before
such final Distribution Date, the Trustee shall promptly following such date
cause all funds in the Distribution Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Servicer (if the
Servicer has exercised its right to purchase the Mortgage Loans) or the Trustee
(in any other case) shall give a second written notice to the remaining
Certificateholders, to surrender their Certificates for cancellation and receive
the final distribution with respect thereto. If within nine months after the
second notice all the Certificates shall not have been surrendered for
cancellation, the Class R Certificateholder shall be entitled to all unclaimed
funds and other assets which remain subject hereto, and the Trustee upon
transfer of such funds shall be discharged of any responsibility for such funds,
and the Certificateholders shall look to the Class R Certificateholder for
payment.
Section 10.02 Additional Termination Requirements. (a) In the event
that the Servicer exercises its purchase option as provided in Section 10.01,
the Trust shall be terminated in accordance with the following additional
requirements, unless the Trustee shall have been furnished with an Opinion of
Counsel to the effect that the failure of the Trust to comply with the
requirements of this Section will not (i) result in the imposition of taxes on
"prohibited transactions" of the Trust as defined in Section 860F of the Code or
(ii) cause any REMIC constituting part of the Trust Fund to fail to qualify as a
REMIC at any time that any Certificates are outstanding:
(i) The Trustee shall designate a date within 90 days prior to the
final Distribution Date as the date of adoption of plans of complete
liquidation of each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and REMIC 5 and
shall specify such date in the final federal income tax return of each
REMIC;
(ii) After the date of adoption of such plans of complete
liquidation and at or prior to the final Distribution Date, the Trustee
shall sell all of the assets of the Trust to the Majority Class R
Certificateholder or the Servicer, as applicable, for cash; and
(iii) At the time of the making of the final payment on the
Certificates, the Trustee shall distribute or credit, or cause to be
distributed or credited (A) to the Holders of each of the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class M-1, Class M-2 and Class B
Certificates, the related Certificate Principal Balance, as applicable,
plus one month's interest thereon at the applicable Pass-Through Rate, (B)
to the Class BB and Class X Certificates in respect of the Class X/BB
Interest, the amount of any remaining Monthly Excess Cash Flow Amounts not
previously distributed thereon, (C) to the remaining REMIC Regular
Interests the amounts allocable thereto pursuant to Section 4.08 and (D)
to the Class R Certificateholders, all cash on hand after such payment
(other than cash retained to meet claims) and the Trust shall terminate at
such time.
(b) By their acceptance of Certificates, the Holders thereof hereby
agree to appoint the Trustee as their attorney in fact to: (i) designate such
date of adoption of plans of complete liquidation and (ii) to take such other
action in connection therewith as may be reasonably required to carry out such
plans of complete liquidation all in accordance with the terms hereof.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.
This Agreement may be amended from time to time by the Originators,
the Depositor, the Servicer and the Trustee; and without the consent of the
Certificateholders, (i) to cure any ambiguity, (ii) to correct or supplement any
provisions herein which may be defective or inconsistent with any other
provisions herein or (iii) to make any other provisions with respect to matters
or questions arising under this Agreement, which shall not be inconsistent with
the provisions of this Agreement; provided, however, that any such action listed
in clause (i) through (iii) above shall not adversely affect in any respect the
interests of any Certificateholder, as evidenced by (i) notice in writing to the
Depositor, the Servicer and the Trustee from the Rating Agencies that such
action will not result in the reduction or withdrawal of the rating of any
outstanding Class of Certificates with respect to which it is a Rating Agency,
or (ii) an Opinion of Counsel delivered to the Servicer and the Trustee.
In addition, this Agreement may be amended from time to time by the
Originators, the Depositor, the Servicer and the Trustee, with the consent of
the Majority Certificateholders for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders of Certificates; provided,
however, that no such amendment or waiver shall (x) reduce in any manner the
amount of, or delay the timing of, payments on the Certificates which are
required to be made on any Certificate without the consent of the Holder of such
Certificate, (y) adversely affect in any material respect the interests of the
Holders of any Class of Certificates in a manner other than as described in
clause (x) above, without the consent of the Holders of Certificates of such
Class evidencing at least a 66% Percentage Interest in such Class, or (z) reduce
the percentage of Voting Rights required by clause (y) above without the consent
of the Holders of all Certificates of such Class then outstanding. Upon approval
of an amendment, a copy of such amendment shall be sent to the Rating Agencies.
Prior to the execution of any amendment to this Agreement, the Trustee shall be
entitled to receive and rely upon an Opinion of Counsel (at the expense of the
Person seeking such amendment) stating that the execution of such amendment is
authorized or permitted by this Agreement. The Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Trustee's own
rights, duties or immunities under this Agreement.
Notwithstanding any provision of this Agreement to the contrary, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel, delivered by (and at the expense of)
the Person seeking such Amendment, to the effect that such amendment will not
result in the imposition of a tax on any REMIC constituting part of the Trust
Fund pursuant to the REMIC Provisions or cause any REMIC constituting part of
the Trust to fail to qualify as a REMIC at any time that any Certificates are
outstanding and that the amendment is being made in accordance with the terms
hereof.
Promptly after the execution of any such amendment the Trustee shall
furnish, at the expense of the Person that requested the amendment if such
Person is the Depositor or the Servicer (but in no event at the expense of the
Trustee), otherwise at the expense of the Trust, a copy of such amendment and
the Opinion of Counsel referred to in the immediately preceding paragraph to the
Servicer and each Rating Agency.
It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment; instead it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.
The Trustee may, but shall not be obligated to, enter into any
amendment pursuant to this 11.01 Section that affects its rights, duties and
immunities under this Agreement or otherwise. Section 11.02 ...Recordation of
Agreement; Counterparts.
To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Servicer at the expense of the Trust, but only upon direction of the Majority
Certificateholders, accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall together constitute but
one and the same instrument. Section 11.03 ...Limitation on Rights of
Certificateholders.
The death or incapacity of any Certificateholder shall not (i)
operate to terminate this Agreement or the Trust, (ii) entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust, or (iii) otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.
Except as expressly provided for herein, no Certificateholder shall
have any right to vote or in any manner otherwise control the operation and
management of the Trust, or the obligations of the parties hereto, nor shall
anything herein set forth or contained in the terms of the Certificates be
construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.
No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement, unless such Holder
previously shall have given to the Trustee a written notice of default and of
the continuance thereof, as herein provided, and unless also the Holders of
Certificates entitled to at least 25% of the Voting Rights shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee for 15 days after
its receipt of such notice, request and offer of indemnity, shall have neglected
or refused to institute any such action, suit or proceeding. It is understood
and intended, and expressly covenanted by each Certificateholder with every
other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 11.03 each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 11.04 Governing Law; Jurisdiction.
This Agreement shall be construed in accordance with the laws of the
State of New York, and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws. With respect to any
claim arising out of this Agreement, each party irrevocably submits to the
exclusive jurisdiction of the courts of the State of New York and the United
States District Court located in the Borough of Manhattan in The City of New
York, and each party irrevocably waives any objection which it may have at any
time to the laying of venue of any suit, action or proceeding arising out of or
relating hereto brought in any such courts, irrevocably waives any claim that
any such suit, action or proceeding brought in any such court has been brought
in any inconvenient forum and further irrevocably waives the right to object,
with respect to such claim, suit, action or proceeding brought in any such
court, that such court does not have jurisdiction over such party, provided that
service of process has been made by any lawful means.
Section 11.05 Notices.
All directions, demands and notices hereunder shall be in writing
and shall be deemed to have been duly given if personally delivered at or mailed
by first class mail, postage prepaid, or by express delivery service, to (a) in
the case of the Trustee, The Chase Manhattan Bank, 450 West 33rd Street, 14th
Floor, New York, New York 10001, Attention: Capital Markets Fiduciary Services,
PaineWebber Mortgage Acceptance Corporation IV Home Equity Asset Backed
Certificates, Series 2000-HE-1, or such other address as may hereafter be
furnished to the Depositor, the Transferor and the Servicer in writing by the
Trustee, (b) in the case of the Depositor, Paine Webber Mortgage Acceptance
Corporation IV, Paine Webber Real Estate Securities, Inc., 1285 Avenue of the
Americas, New York, New York, Attention: Barbara J. Dawson (telecopy number
(212) 713-7999), or such other address as may be furnished to the Transferor,
the Servicer and the Trustee in writing by the Depositor, (c) in the case of the
Servicer, Litton Loan Servicing LP, 5373 W. Alabama, Suite 600, Houston, Texas
77056, Attention: Janice McClure, or such other address as may be furnished to
the Transferor, the Depositor and the Trustee in writing by the Servicer, (d) in
the case of New Century, NC Capital Corporation, 18400 Van Karman, Suite 1000,
Irvine, California 92612, Attention: General Counsel, and (e) in the case of
BNC, BNC Mortgage Inc., 1063 McGaw Avenue, Irvine, California 92614, Attention:
General Counsel. Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Notice of any
Servicer Event of Termination shall be given by telecopy and by certified mail.
Any notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have duly been given when mailed, whether or not the
Certificateholder receives such notice. A copy of any notice required to be
telecopied hereunder shall also be mailed to the appropriate party in the manner
set forth above.
Section 11.06 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall for any reason whatsoever be held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.07 Article and Section References.
All article and section references used in this Agreement, unless
otherwise provided, are to articles and sections in this Agreement.
Section 11.08 Notice to the Rating Agencies.
(a) Each of the Trustee and the Servicer shall be obligated to use
its best reasonable efforts promptly to provide notice to the Rating Agencies
with respect to each of the following of which a Responsible Officer of the
Trustee or Servicer, as the case may be, has actual knowledge:
(i) any material change or amendment to this Agreement;
(ii) the occurrence of any Servicer Event of Termination that has
not been cured or waived;
(iii) the resignation or termination of the Servicer or the Trustee;
(iv) the final payment to Holders of the Certificates of any Class;
(v) any change in the location of any Account; and
(vi) if the Trustee is acting as successor Servicer pursuant to
Section 7.02 hereof, any event that would result in the inability of the
Trustee to make Advances.
(b) In addition, (i) the Trustee shall promptly furnish to each
Rating Agency copies of each Statement to Certificateholders described in
Section 4.06 hereof; and (ii) the Servicer shall promptly furnish to each Rating
Agency copies of the following:
(A) each annual statement as to compliance
described in Section 3.19 hereof;
(B) each annual independent public accountants' servicing
report described in Section 3.20 hereof; and
(C) each notice delivered pursuant to Section 7.01(a) hereof
which relates to the fact that the Servicer has not made an Advance.
Any such notice pursuant to this Section 11.08 shall be in writing
and shall be deemed to have been duly given if personally delivered or mailed by
first class mail, postage prepaid, or by express delivery service to Moody's
Investors Service, 99 Church Street, New York, New York 10005, Attention:
Managing Director, Residential Mortgage-Backed Securities; Standard & Poor's
Ratings Services, 55 Water Street, New York, New York 10004, Attention:
Structured Finance Surveillance; and Fitch IBCA, Inc., One State Street, New
York, New York 10004, Attention: Structured Finance Surveillance.
Section 11.09 Further Assurances.
Notwithstanding any other provision of this Agreement, neither the
Regular Certificateholders nor the Trustee shall have any obligation to consent
to any amendment or modification of this Agreement unless they have been
provided reasonable security or indemnity against their out-of-pocket expenses
(including reasonable attorneys' fees) to be incurred in connection therewith.
Section 11.10 Benefits of Agreement.
Nothing in this Agreement or in the Certificates, expressed or
implied, shall give to any Person, other than the Certificateholders and the
parties hereto and their successors hereunder, any benefit or any legal or
equitable right, remedy or claim under this Agreement. Section 11.11 ...Acts of
Certificateholders.
(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by the
Certificateholders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Certificateholders in person or by
agent duly appointed in writing; and such action shall become effective when
such instrument or instruments are delivered to the Trustee and the Servicer.
Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "act" of the Certificateholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Agreement and conclusive in favor of the Trustee and the Trust,
if made in the manner provided in this Section 11.11.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of a notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Whenever
such execution is by a signer acting in a capacity other than his or her
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.
(c) Any request, demand, authorization, direction, notice, consent,
waiver or other action by any Certificateholder shall bind every future Holder
of such Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof, in
respect of anything done, omitted or suffered to be done by the Trustee or the
Trust in reliance thereon, whether or not notation of such action is made upon
such Certificate. Section 11.12 ...Third Party Beneficiary. The parties hereto
agree that the Custodian is intended and shall have the rights of a third party
beneficiary of this Agreement.
<PAGE>
IN WITNESS WHEREOF, the Depositor, each Originator, the Servicer and
the Trustee have caused their names to be signed hereto by their respective
officers thereunto duly authorized, all as of the day and year first above
written.
PAINEWEBBER MORTGAGE ACCEPTANCE
CORPORATION IV,
as Depositor
By:
------------------------------------
Name:
Title: Vice President
BNC MORTGAGE INC., as Originator
By:
------------------------------------
Name:
Title:
NC CAPITAL CORPORATION, as
Originator
By:
------------------------------------
Name:
Title:
LITTON LOAN SERVICING LP, as
Servicer
By:
------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, as
Trustee
By:
------------------------------------
Name:
Title:
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the ____ day of May, 2000 before me, a notary public in and for
said State, personally appeared ______________ known to me to be a Vice
President of PaineWebber Mortgage Acceptance Corporation IV, a Delaware
corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the ____ day of May, 2000 before me, a notary public in and for
said State, personally appeared ______________ known to me to be a
_______________________ of NC Capital Corporation, a California corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the ___ day of May, 2000 before me, a notary public in and for
said State, personally appeared _______________, known to me to be
____________________ of The Chase Manhattan Bank, a New York banking corporation
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the __ day of May, 2000 before me, a notary public in and for
said State, personally appeared _______________, known to me to be a
_____________________ of Litton Loan Servicing LP, a Delaware limited
partnership, that executed the within instrument, and also known to me to be the
person who executed it on behalf of said limited partnership, and acknowledged
to me that such limited partnership executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the __ day of May, 2000 before me, a notary public in and for
said State, personally appeared _______________, known to me to be a
_____________________ of BNC Mortgage Inc., a Delaware corporation, that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
<PAGE>
EXHIBIT A-1
[FORM OF THE CLASS A-1 CERTIFICATE]
HOME EQUITY ASSET BACKED CERTIFICATES
SERIES 2000-HE-1, CLASS A-1
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the
trustee or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), any transfer, pledge,
or other use hereof for value or otherwise by or to any person is wrongful
inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
OWNERSHIP OF (1) A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE") AND (2) THE RIGHT TO RECEIVE LIBOR CARRYOVER AMOUNTS.
Series 2000-HE-1, Class A-1 Original Class Certificate Principal
Balance of the Class A-1 Certificates
Pass-Through Rate: Variable as of the Closing Date: $ 86,000,000
Date of Pooling and Servicing Agreement Denomination: $
and Cut-off Date: May 1, 2000
Servicer: Litton Loan Servicing LP
First Distribution Date: June 26, 2000 Trustee: The Chase Manhattan Bank
No. Closing Date: May 25, 2000
[CUSIP: 69573C CY 9]
[ISIN: US69573CCY93]
[Common Code: 011213731]
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
<PAGE>
HOME EQUITY ASSET BACKED CERTIFICATE
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional one- to four-family first and
second mortgage loans formed and sold by
PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV, THE SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that _______________ is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the Original Class Certificate Principal Balance of the Class A-1
Certificates) in that certain beneficial ownership interest evidenced by all the
Class A-1 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
PaineWebber Mortgage Acceptance Corporation IV (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), BNC
Mortgage Inc., NC Capital Corporation, the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
A-1 Certificates on such Distribution Date pursuant to the Agreement provided,
however, that if any Class A-1 Certificate becomes a Definitive Certificate (as
defined herein), the Record Date for such Certificate will be the last Business
Day of the month immediately preceding the month in which the related
Distribution Date occurs.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date and is the registered owner of Class A-1 Certificates the
aggregate initial Certificate Principal Balance of which is in excess of
$5,000,000, or by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, provided that the Trustee may deduct a reasonable wire transfer fee
from any payment made by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency appointed by the Trustee for that
purpose as provided in the Agreement.
The Pass-Through Rate on the Class A-1 Certificates on each
Distribution Date will be a rate per annum equal to the sum of one month LIBOR
plus the Class A-1 Certificate Margin. Interest will accrue on the Class A-1
Certificates during each Interest Accrual Period at a rate equal to the lesser
of (i) the Class A-1 Pass Through Rate and (ii) the applicable Maximum Rate for
such Distribution Date. However, in no event will interest accrue on the Class
A-1 Certificates at a rate in excess of 11.00% per annum.
This Certificate is one of a duly authorized issue of Certificates
designated as Home Equity Asset Backed Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class A-1 Certificates.
The Class A-1 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be
affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: May __, 2000
THE CHASE MANHATTAN BANK, as Trustee
By:_________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class A-1 Certificates referred to in the
within-mentioned Agreement.
THE CHASE MANHATTAN BANK, as Certificate
Registrar
By:_____________________________________
Authorized Signatory
Date of authentication: May __, 2000
<PAGE>
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
(Cust) Minor)
TEN ENT - as tenants by the entireties under Uniform
Gifts to Minors Act
JT TEN - as joint tenants with right -----------------
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
________________________________________________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its
agent.
<PAGE>
EXHIBIT A-2
[FORM OF CLASS A-2 CERTIFICATE]
HOME EQUITY ASSET BACKED CERTIFICATES
SERIES 2000-HE-1, CLASS A-2
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the
trustee or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), any transfer, pledge,
or other use hereof for value or otherwise by or to any person is wrongful
inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
Series 2000-HE-1, Class A-2 Original Class Certificate Principal
Balance of the Class A-2 Certificates
Pass-Through Rate: 8.270% as of the Closing Date: $ 42,857,815
Date of Pooling and Servicing Agreement Denomination: $
and Cut-off Date: May 1, 2000
Servicer: Litton Loan Servicing LP
First Distribution Date: June 26, 2000
Trustee: The Chase Manhattan Bank
No. Closing Date: May 25, 2000
[CUSIP: 69573C CZ 6]
[ISIN: US69573CCZ68]
[Common Code: 011213804]
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
<PAGE>
HOME EQUITY ASSET BACKED CERTIFICATE
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional one- to four-family first and
second mortgage loans formed and sold by
PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV, THE SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that ________________ is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the Original Class Certificate Principal Balance of the Class A-2
Certificates) in that certain beneficial ownership interest evidenced by all the
Class A-2 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
PaineWebber Mortgage Acceptance Corporation IV (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), BNC
Mortgage Inc., NC Capital Corporation, the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs or the Closing
Date, in the case of the first Distribution Date (the "Record Date"), from funds
in the Distribution Account in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of Class A-2 Certificates on such Distribution Date pursuant to
the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date and is the registered owner of Class A-2 Certificates the
aggregate initial Certificate Principal Balance of which is in excess of
$5,000,000, or by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, provided that the Trustee may deduct a reasonable wire transfer fee
from any payment made by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency appointed by the Trustee for that
purpose as provided in the Agreement.
The Pass-Through Rate on the Class A-2 Certificates on each
Distribution Date will be the per annum rate specified above, plus on each
Distribution Date following the Optional Termination Date, 0.50% per annum.
Interest will accrue on the Class A-2 Certificates during each Interest Accrual
Period at a rate equal to the Class A-2 Pass Through Rate.
This Certificate is one of a duly authorized issue of Certificates
designated as Home Equity Asset Backed Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class A-2 Certificates.
The Class A-2 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be
affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: May __, 2000
THE CHASE MANHATTAN BANK, as Trustee
By:_________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class A-2 Certificates referred to in the
within-mentioned Agreement.
THE CHASE MANHATTAN BANK, as Certificate
Registrar
By:_____________________________________
Authorized Signatory
Date of authentication: May __, 2000
<PAGE>
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
(Cust) Minor)
TEN ENT - as tenants by the entireties under Uniform
Gifts to Minors Act
JT TEN - as joint tenants with right -----------------
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
________________________________________________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its
agent.
<PAGE>
EXHIBIT A-3
[FORM OF CLASS A-3 CERTIFICATE]
HOME EQUITY ASSET BACKED CERTIFICATES
SERIES 2000-HE-1, CLASS A-3
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the
trustee or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), any transfer, pledge,
or other use hereof for value or otherwise by or to any person is wrongful
inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
Series 2000-HE-1, Class A-3 Original Class Certificate Principal
Balance of the Class A-3 Certificates
Pass-Through Rate: 8.580% as of the Closing Date: $ 17,000,000
Date of Pooling and Servicing Agreement Denomination: $
and Cut-off Date: May 1, 2000
Servicer: Litton Loan Servicing LP
First Distribution Date: June 26, 2000
Trustee: The Chase Manhattan Bank
No.
Closing Date: May 25, 2000
[CUSIP: 69573C DA 0]
[ISIN: US69573CDA09]
[Common Code: 011213880]
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
<PAGE>
HOME EQUITY ASSET BACKED CERTIFICATE
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional one- to four-family first and
second mortgage loans formed and sold by
PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV, THE SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that ________________ is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the Original Class Certificate Principal Balance of the Class A-3
Certificates) in that certain beneficial ownership interest evidenced by all the
Class A-3 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
PaineWebber Mortgage Acceptance Corporation IV (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), BNC
Mortgage Inc., NC Capital Corporation, the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs or the Closing
Date, in the case of the first Distribution Date (the "Record Date"), from funds
in the Distribution Account in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of Class A-3 Certificates on such Distribution Date pursuant to
the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date and is the registered owner of Class A-3 Certificates the
aggregate initial Certificate Principal Balance of which is in excess of
$5,000,000, or by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, provided that the Trustee may deduct a reasonable wire transfer fee
from any payment made by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency appointed by the Trustee for that
purpose as provided in the Agreement.
The Pass-Through Rate on the Class A-3 Certificates on each
Distribution Date will be the per annum rate specified above, plus on each
Distribution Date following the Optional Termination Date, 0.50% per annum.
Interest will accrue on the Class A-3 Certificates during each Interest Accrual
Period at a rate equal to the Class A-3 Pass Through Rate.
This Certificate is one of a duly authorized issue of Certificates
designated as Home Equity Asset Backed Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class A-3 Certificates.
The Class A-3 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be
affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: May __, 2000
THE CHASE MANHATTAN BANK, as Trustee
By:_________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class A-3 Certificates referred to in the
within-mentioned Agreement.
THE CHASE MANHATTAN BANK, as Certificate
Registrar
By:_____________________________________
Authorized Signatory
Date of authentication: May __, 2000
<PAGE>
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
(Cust) Minor)
TEN ENT - as tenants by the entireties under Uniform
Gifts to Minors Act
JT TEN - as joint tenants with right -----------------
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
________________________________________________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its
agent.
<PAGE>
EXHIBIT A-4
[FORM OF CLASS A-4 CERTIFICATE]
HOME EQUITY ASSET BACKED CERTIFICATES
SERIES 2000-HE-1, CLASS A-4
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the
trustee or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), any transfer, pledge,
or other use hereof for value or otherwise by or to any person is wrongful
inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
Series 2000-HE-1, Class A-4 Original Class Certificate Principal
Balance of the Class A-4 Certificates
Pass-Through Rate: 8.870% as of the Closing Date: $ 10,000,000
Date of Pooling and Servicing Agreement Denomination: $
and Cut-off Date: May 1, 2000
Servicer: Litton Loan Servicing LP
First Distribution Date: June 26, 2000
Trustee: The Chase Manhattan Bank
No.
Closing Date: May 25, 2000
[CUSIP: 69573C DB 8]
[ISIN: US69573CDB81]
[Common Code: 011214134]
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
<PAGE>
HOME EQUITY ASSET BACKED CERTIFICATE
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional one- to four-family first and
second mortgage loans formed and sold by
PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV, THE SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that ________________ is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the Original Class Certificate Principal Balance of the Class A-4
Certificates) in that certain beneficial ownership interest evidenced by all the
Class A-4 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
PaineWebber Mortgage Acceptance Corporation IV (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), BNC
Mortgage Inc., NC Capital Corporation, the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs or the Closing
Date, in the case of the first Distribution Date (the "Record Date"), from funds
in the Distribution Account in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of Class A-4 Certificates on such Distribution Date pursuant to
the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date and is the registered owner of Class A-4 Certificates the
aggregate initial Certificate Principal Balance of which is in excess of
$5,000,000, or by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, provided that the Trustee may deduct a reasonable wire transfer fee
from any payment made by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency appointed by the Trustee for that
purpose as provided in the Agreement.
The Pass-Through Rate on the Class A-4 Certificates on each
Distribution Date will be the per annum rate specified above, plus on each
Distribution Date following the Optional Termination Date, 0.50% per annum.
Interest will accrue on the Class A-4 Certificates during each Interest Accrual
Period at a rate equal to the Class A-4 Pass-Through Rate.
This Certificate is one of a duly authorized issue of Certificates
designated as Home Equity Asset Backed Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class A-4 Certificates.
The Class A-4 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be
affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: May __, 2000
THE CHASE MANHATTAN BANK, as Trustee
By:_________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class A-4 Certificates referred to in the
within-mentioned Agreement.
THE CHASE MANHATTAN BANK, as Certificate
Registrar
By:_____________________________________
Authorized Signatory
Date of authentication: May __, 2000
<PAGE>
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
(Cust) Minor)
TEN ENT - as tenants by the entireties under Uniform
Gifts to Minors Act
JT TEN - as joint tenants with right -----------------
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
________________________________________________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its
agent.
<PAGE>
EXHIBIT A-5
[FORM OF CLASS A-5 CERTIFICATE]
HOME EQUITY ASSET BACKED CERTIFICATES
SERIES 2000-HE-1, CLASS A-5
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the
trustee or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), any transfer, pledge,
or other use hereof for value or otherwise by or to any person is wrongful
inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
Series 2000-HE-1, Class A-5 Original Class Certificate Principal
Balance of the Class A-5 Certificates
Pass-Through Rate: 8.320% as of the Closing Date: $ 21,021,742
Date of Pooling and Servicing Agreement Denomination: $
and Cut-off Date: May 1, 2000
Servicer: Litton Loan Servicing LP
First Distribution Date: June 26, 2000
Trustee: The Chase Manhattan Bank
No.
Closing Date: May 25, 2000
[CUSIP: 69573C DC 6]
[ISIN: US69573CDC64]
[Common Code: 011214207]
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
<PAGE>
HOME EQUITY ASSET BACKED CERTIFICATE
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional one- to four-family first and
second mortgage loans formed and sold by
PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV, THE SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that ________________ is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the Original Class Certificate Principal Balance of the Class A-5
Certificates) in that certain beneficial ownership interest evidenced by all the
Class A-5 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
PaineWebber Mortgage Acceptance Corporation IV (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), BNC
Mortgage Inc., NC Capital Corporation, the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs or the Closing
Date, in the case of the first Distribution Date (the "Record Date"), from funds
in the Distribution Account in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of Class A-5 Certificates on such Distribution Date pursuant to
the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date and is the registered owner of Class A-5 Certificates the
aggregate initial Certificate Principal Balance of which is in excess of
$5,000,000, or by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, provided that the Trustee may deduct a reasonable wire transfer fee
from any payment made by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency appointed by the Trustee for that
purpose as provided in the Agreement.
The Pass-Through Rate on the Class A-5 Certificates on each
Distribution Date will be the per annum rate specified above, plus on each
Distribution Date following the Optional Termination Date, 0.50% per annum.
Interest will accrue on the Class A-5 Certificates during each Interest Accrual
Period at a rate equal to the Class A-5 Pass-Through Rate.
This Certificate is one of a duly authorized issue of Certificates
designated as Home Equity Asset Backed Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class A-5 Certificates.
The Class A-5 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be
affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: May __, 2000
THE CHASE MANHATTAN BANK, as Trustee
By:_________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class A-5 Certificates referred to in the
within-mentioned Agreement.
THE CHASE MANHATTAN BANK, as Certificate
Registrar
By:_____________________________________
Authorized Signatory
Date of authentication: May __, 2000
<PAGE>
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
(Cust) Minor)
TEN ENT - as tenants by the entireties under Uniform
Gifts to Minors Act
JT TEN - as joint tenants with right -----------------
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
________________________________________________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its
agent.
<PAGE>
EXHIBIT B
[FORM OF CLASS B CERTIFICATE]
HOME EQUITY ASSET BACKED CERTIFICATES
SERIES 2000-HE-1, CLASS B
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the
trustee or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), any transfer, pledge,
or other use hereof for value or otherwise by or to any person is wrongful
inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS
M-1 AND CLASS M-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR
TRANSFERRED TO ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER
STATING EITHER (A) THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL
PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE
OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT
ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO
CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THAT
THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE
COMPANY GENERAL ACCOUNT." EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY
INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED
BY THE REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS
SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER REFERRED TO IN
THE PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING AGREEMENT
PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE
TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
Series 2000-HE-1, Class B Original Class Certificate Principal
Balance of the Class B Certificates as
Pass-Through Rate: 9.500% of the Closing Date:
$ 6,287,188
Date of Pooling and Servicing Agreement Denomination: $
and Cut-off Date: May 1, 2000
Servicer: Litton Loan Servicing LP
First Distribution Date: June 26, 2000
Trustee: The Chase Manhattan Bank
No.
Closing Date: May 25, 2000
[CUSIP: 68573C DF 9]
[ISIN: US69573CDF95]
[Common Code: 011214282]
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This Certificate is issued on May 25, 2000, and based on its issue price
of 98.09461% of the Initial Pool Balance, including accrued interest, and
a stated redemption price at maturity equal to its initial Certificate
Principal Amount, is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting 100% of the Prepayment
Assumption (as defined in the Prospectus Supplement dated May 22, 2000
with respect to the offering of the Class A, Class M and Class B
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of its Initial Certificate Principal Amount is approximately
1.90539%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 9.98%. There is no short first
accrual period.
<PAGE>
HOME EQUITY ASSET BACKED CERTIFICATE
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional one- to four-family first and
second mortgage loans formed and sold by
PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV, THE SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that ________________ is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the Original Class Certificate Principal Balance of the Class B Certificates)
in that certain beneficial ownership interest evidenced by all the Class B
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among PaineWebber
Mortgage Acceptance Corporation IV (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), BNC Mortgage Inc., NC
Capital Corporation, the Servicer and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs or the Closing
Date, in the case of the first Distribution Date (the "Record Date"), from funds
in the Distribution Account in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of Class B Certificates on such Distribution Date pursuant to the
Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date and is the registered owner of Class B Certificates the
aggregate initial Certificate Principal Balance of which is in excess of
$5,000,000, or by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, provided that the Trustee may deduct a reasonable wire transfer fee
from any payment made by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency appointed by the Trustee for that
purpose as provided in the Agreement.
The Pass-Through Rate on the Class B Certificates on each
Distribution Date will be the per annum rate specified above, plus on each
Distribution Date following the Optional Termination Date, 0.50% per annum.
Interest will accrue on this Certificate during each Interest Accrual Period at
a rate equal to the lesser of (i) the per annum rate specified above and (ii)
the applicable Maximum Rate for such Distribution Date.
This Certificate is one of a duly authorized issue of Certificates
designated as Home Equity Asset Backed Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class B Certificates.
The Class B Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
This certificate is subordinated in right of payment to the Class A,
Class M-1 and Class M-2 Certificates as described in the Pooling and Servicing
Agreement referred to herein.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be
affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: May ___, 2000
THE CHASE MANHATTAN BANK, as Trustee
By:_________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class B Certificates referred to in the within-
mentioned Agreement.
THE CHASE MANHATTAN BANK, as Certificate
Registrar
By:_____________________________________
Authorized Signatory
Date of authentication: May __, 2000
<PAGE>
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
(Cust) Minor)
TEN ENT - as tenants by the entireties under Uniform
Gifts to Minors Act
JT TEN - as joint tenants with right -----------------
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
________________________________________________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its
agent.
<PAGE>
EXHIBIT C-1
[FORM OF CLASS R CERTIFICATE]
HOME EQUITY ASSET BACKED CERTIFICATES
SERIES 2000-HE-1, CLASS R
THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS THE
"RESIDUAL INTEREST" IN FIVE SEPARATE "REAL ESTATE MORTGAGE INVESTMENT
CONDUITS," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CLASS R CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES OF
THIS SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CLASS R CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CLASS R CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN
A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN
COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE MAY
BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (1) AN AFFIDAVIT TO THE
CERTIFICATE REGISTRAR AND THE TRUSTEE THAT SUCH TRANSFEREE IS NOT (A) THE
UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN
A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM
THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY
ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH
PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING
HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (D) AN AGENT
OF A DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO
IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (3) SUCH TRANSFEREE
SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL
CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN
THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF
THIS CLASS R CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO
LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF A
CLASS R CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO
HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF
SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM
ACQUIRING BENEFICIAL OWNERSHIP OF THIS CLASS R CERTIFICATE.
Series 2000-HE-1, Class R Servicer: Litton Loan Servicing LP
Date of Pooling and Servicing Agreement Trustee: The Chase Manhattan Bank
and Cut-off Date: May 1, 2000
Closing Date: May 25, 2000
First Distribution Date: June 26, 2000
No.
Percentage Interest:
<PAGE>
HOME EQUITY ASSET BACKED CERTIFICATE
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional one- to four-family first and
second mortgage loans formed and sold by
PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV, THE SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that _______________________ is the registered owner
of a Percentage Interest set forth above in that certain beneficial ownership
interest evidenced by all the Class R Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among PaineWebber Mortgage Acceptance Corporation IV (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement), BNC Mortgage Inc., NC Capital Corporation, the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs or the Closing
Date, in the case of the first Distribution Date (the "Record Date"), from funds
in the Distribution Account in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of Class R Certificates on such Distribution Date pursuant to the
Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date and is the registered owner of Class R Certificates the
aggregate Percentage Interest of which is in excess of a 66% Percentage Interest
of the Class R Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Trustee may deduct a reasonable wire
transfer fee from any payment made by wire transfer. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Trustee
for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Home Equity Asset Backed Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing the
Percentage Interest specified on the face hereof.
The beneficial owner of this Class R Certificate, by purchasing such
Class R Certificate, (A) is deemed to consent to the appointment of (i) the
holder of the largest Percentage Interest in the Class R Certificates as the Tax
Matters person for the REMICs comprising the Trust Fund, and (ii) the Trustee as
attorney-in-fact and agent for each such Tax Matter Person and (B) agree to
execute any documents required to give effect to (A) above.
The Class R Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification, the Trustee and the Certificate Registrar shall require, in
order to assure compliance with such laws, either (i) that the Certificateholder
desiring to effect the transfer and such Certificateholder's prospective
transferee each execute a representation letter in the form described by the
Agreement certifying to the Trustee and the Certificate Registrar the facts
surrounding the transfer, or (ii) that the Trustee and the Certificate Registrar
shall require an Opinion of Counsel satisfactory to them that such transfer may
be made without such registration or qualification, which Opinion of Counsel
shall not be an expense of the Depositor, the Trustee or the Certificate
Registrar, in their respective capacities as such. None of the Depositor, the
Certificate Registrar nor the Trustee is obligated to register or qualify the
Class of Certificates specified on the face hereof under the 1933 Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or
qualification. Any such Certificateholder desiring to effect such transfer
shall, and does hereby agree to, indemnify the Trustee, the Depositor, the
Certificate Registrar and any Servicer against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
No transfer of a Certificate or any interest therein may be made to
employee benefit plans and certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA or Section 4975 of the Code or any federal, state or local
law which is to a material extent similar to the foregoing provisions of ERISA
or the Code ("Plans") or any person who is directly or indirectly purchasing the
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan. The Trustee shall require the prospective
transferee of any Certificate to certify that it is neither (i) a Plan nor (ii)
a Person who is directly or indirectly purchasing such Certificate on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan (including any
insurance company using funds in its general or separate accounts that may
constitute "plan assets").
The Holder of this Certificate, by its acceptance hereof, shall be
deemed for all purposes to have consented to the provisions of Section 5.02 of
the Agreement and to any amendment of the Agreement deemed necessary by counsel
of the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause the Trust
to cease to qualify as a REMIC or cause the imposition of a tax upon the Trust.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be
affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: May __, 2000
THE CHASE MANHATTAN BANK, as Trustee
By:_________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class R Certificates referred to in the
within-mentioned Agreement.
Dated: May __, 2000
THE CHASE MANHATTAN BANK, as Certificate
Registrar
By:_____________________________________
Authorized Signatory
Date of authentication: May __, 2000
<PAGE>
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
(Cust) Minor)
TEN ENT - as tenants by the entireties under Uniform
Gifts to Minors Act
JT TEN - as joint tenants with right -----------------
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
________________________________________________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its
agent.
<PAGE>
EXHIBIT C-2
[FORM OF CLASS M-1 CERTIFICATE]
HOME EQUITY ASSET BACKED CERTIFICATES
SERIES 2000-HE-1, CLASS M-1
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the
trustee or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), any transfer, pledge,
or other use hereof for value or otherwise by or to any person is wrongful
inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR
TRANSFERRED TO ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER
STATING EITHER (A) THAT THE TRANSFEREE IS NOT A RETIREMENT PLAN OR OTHER
EMPLOYEE BENEFIT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL
PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE
OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT
ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO
CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THAT
THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE
COMPANY GENERAL ACCOUNT." EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY
INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED
BY THE REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS
SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER REFERRED TO IN
THE PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING AGREEMENT
PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE
TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
Series 2000-HE-1, Class M-1 Original Class Certificate Principal
Balance of the Class M-1 Certificates
Pass-Through Rate: 8.830% as of the Closing Date: $ 10,478,647
Date of Pooling and Servicing Agreement Denomination: $
and Cut-off Date: May 1, 2000
Servicer: Litton Loan Servicing LP
First Distribution Date: June 26, 2000 Trustee: The Chase Manhattan Bank
No. Closing Date: May 25, 2000
[CUSIP: 69573C DD 4]
[ISIN: US69573CDD48]
[Common Code: 011214215]
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
<PAGE>
HOME EQUITY ASSET BACKED CERTIFICATE
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional one- to four-family first and
second mortgage loans formed and sold by
PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV, THE SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the Original Class Certificate Principal Balance of the Class M-1
Certificates) in that certain beneficial ownership interest evidenced by all the
Class M-1 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
PaineWebber Mortgage Acceptance Corporation IV (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), BNC
Mortgage Inc., NC Capital Corporation, the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs or the Closing
Date, in the case of the first Distribution Date (the "Record Date"), from funds
in the Distribution Account in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of Class M-1 Certificates on such Distribution Date pursuant to
the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date and is the registered owner of Class M-1 Certificates the
aggregate initial Certificate Principal Balance of which is in excess of
$5,000,000, or by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, provided that the Trustee may deduct a reasonable wire transfer fee
from any payment made by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency appointed by the Trustee for that
purpose as provided in the Agreement.
The Pass-Through Rate on the Class M-1 Certificates on each
Distribution Date will be the per annum rate specified above, plus on each
Distribution Date following the Optional Termination Date, 0.50% per annum.
Interest will accrue on this Certificate during each Interest Accrual Period at
a rate equal to the lesser of (i) the per annum rate specified above and (ii)
the applicable Maximum Rate for such Distribution Date.
This Certificate is one of a duly authorized issue of Certificates
designated as Home Equity Asset Backed Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class M-1 Certificates.
The Class M-1 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
This certificate is subordinated in right of payment to the Class A
Certificates as described in the Pooling and Servicing Agreement referred to
herein.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be
affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: May __, 2000
THE CHASE MANHATTAN BANK, as Trustee
By:_________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class M-1 Certificates referred to in the
within-mentioned Agreement.
Dated: May __, 2000
THE CHASE MANHATTAN BANK, as Certificate
Registrar
By:_____________________________________
Authorized Signatory
Date of authentication: May __, 2000
<PAGE>
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
(Cust) Minor)
TEN ENT - as tenants by the entireties under Uniform
Gifts to Minors Act
JT TEN - as joint tenants with right -----------------
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
________________________________________________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its
agent.
<PAGE>
EXHIBIT C-3
[FORM OF CLASS M-2 CERTIFICATE]
HOME EQUITY ASSET BACKED CERTIFICATES
SERIES 2000-HE-1, CLASS M-2
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the
trustee or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), any transfer, pledge,
or other use hereof for value or otherwise by or to any person is wrongful
inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND
CLASS M-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR
TRANSFERRED TO ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER
STATING EITHER (A) THAT THE TRANSFEREE IS NOT A RETIREMENT PLAN OR OTHER
EMPLOYEE BENEFIT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL
PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE
OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT
ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO
CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THAT
THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE
COMPANY GENERAL ACCOUNT." EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY
INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED
BY THE REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS
SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER REFERRED TO IN
THE PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING AGREEMENT
PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE
TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
Series 2000-HE-1, Class M-2 Original Class Certificate Principal
Balance of the Class M-2 Certificates
Pass-Through Rate: 9.270% as of the Closing Date: $ 7,335,053
Date of Pooling and Servicing Agreement Denomination: $
and Cut-off Date: May 1, 2000
Servicer: Litton Loan Servicing LP
First Distribution Date: June 26, 2000 Trustee: The Chase Manhattan Bank
No. Closing Date: May 25, 2000
[CUSIP: 69573C DE 2]
[ISIN: US69573CDE21]
[Common Code: 011214231]
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
<PAGE>
HOME EQUITY ASSET BACKED CERTIFICATE
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional one- to four-family first and
second mortgage loans formed and sold by
PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV, THE SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that _____________ is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the Original Class Certificate Principal Balance of the Class M-2
Certificates) in that certain beneficial ownership interest evidenced by all the
Class M-2 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
PaineWebber Mortgage Acceptance Corporation IV (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), BNC
Mortgage Inc., NC Capital Corporation, the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs or the Closing
Date, in the case of the first Distribution Date (the "Record Date"), from funds
in the Distribution Account in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of Class M-2 Certificates on such Distribution Date pursuant to
the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date and is the registered owner of Class M-2 Certificates the
aggregate initial Certificate Principal Balance of which is in excess of
$5,000,000, or by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, provided that the Trustee may deduct a reasonable wire transfer fee
from any payment made by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency appointed by the Trustee for that
purpose as provided in the Agreement.
The Pass-Through Rate on the Class M-2 Certificates on each
Distribution Date will be the per annum rate specified above, plus on each
Distribution Date following the Optional Termination Date, 0.50% per annum.
Interest will accrue on this Certificate during each Interest Accrual Period at
a rate equal to the lesser of (i) the per annum rate specified above and (ii)
the applicable Maximum Rate for such Distribution Date.
This Certificate is one of a duly authorized issue of Certificates
designated as Home Equity Asset Backed Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class M-2 Certificates.
The Class M-2 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
This certificate is subordinated in right of payment to the Class A
and Class M-1 Certificates as described in the Pooling and Servicing Agreement
referred to herein.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be
affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: May __, 2000
THE CHASE MANHATTAN BANK, as Trustee
By:_________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class M-2 Certificates referred to in the
within-mentioned Agreement.
Dated: May __, 2000
THE CHASE MANHATTAN BANK, as Certificate
Registrar
By:_____________________________________
Authorized Signatory
Date of authentication: May __, 2000
<PAGE>
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
(Cust) Minor)
TEN ENT - as tenants by the entireties under Uniform
Gifts to Minors Act
JT TEN - as joint tenants with right -----------------
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
________________________________________________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its
agent.
<PAGE>
EXHIBIT C-4
[FORM OF CLASS X CERTIFICATES]
HOME EQUITY ASSET BACKED CERTIFICATES
SERIES 2000-HE-1, CLASS X
[SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
A DIRECT OR INDIRECT BENEFICIAL INTEREST IN CERTAIN "REGULAR INTERESTS" IN
A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), SUBJECT TO THE OBLIGATION TO PAY LIBOR
CARRYOVER AMOUNTS.]
THIS CLASS X CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES OF
THIS SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CLASS X CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CLASS X CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN
A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE, OR ANY FEDERAL, STATE OR
LOCAL LAW WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE WILL BE REGISTERED.
Series 2000-HE-1, Class X Servicer: Litton Loan Servicing LP
Date of Pooling and Servicing Agreement Trustee: The Chase Manhattan Bank
and Cut-off Date: May 1, 2000
Closing Date: May 25, 2000
First Distribution Date: June 26, 2000
No.
Percentage Interest:
<PAGE>
HOME EQUITY ASSET BACKED CERTIFICATE
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional one- to four-family first
mortgage loans formed and sold by
PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV, THE SERVICER, THE SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This certifies that __________________________________ is the
registered owner of a Percentage Interest set forth above in that certain
beneficial ownership interest evidenced by all the Class X Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among PaineWebber Mortgage Acceptance
Corporation IV (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), BNC Mortgage Inc., NC Capital
Corporation, the Servicer and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs or the Closing
Date in the case of the first Distribution Date (the "Record Date"), from funds
in the Distribution Account in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of Class X Certificates on such Distribution Date pursuant to the
Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date and is the registered owner of Class X Certificates the
aggregate initial Certificate Principal Balance of which is in excess of a 66%
Percentage Interest of the Class X Certificates, or by check mailed by first
class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, provided that the Trustee may
deduct a reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Home Equity Asset Backed Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing the
Percentage Interest specified on the face hereof. If the Class X Certificates
and all Class BB Certificates are held by the same person, this Certificate
represents direct beneficial interest in the Class X/BB Interest, which
represents the regular interests consisting of the REMIC 5 Components. If this
Certificate and any Class BB Certificate are held by different persons, this
Certificate represents a partnership interest in a partnership that holds the
Class X/BB Interest.
The Class X Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification, the Trustee and the Certificate Registrar shall require, in
order to assure compliance with such laws, either (i) that the Certificateholder
desiring to effect the transfer and such Certificateholder's prospective
transferee each execute a representation letter in the form described by the
Agreement certifying to the Trustee and the Certificate Registrar the facts
surrounding the transfer, or (ii) that the Trustee and the Certificate Registrar
shall require an Opinion of Counsel satisfactory to them that such transfer may
be made without such registration or qualification, which Opinion of Counsel
shall not be an expense of the Depositor, the Trustee or the Certificate
Registrar, in their respective capacities as such. None of the Depositor, the
Certificate Registrar nor the Trustee is obligated to register or qualify the
Class of Certificates specified on the face hereof under the 1933 Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or
qualification. Any such Certificateholder desiring to effect such transfer
shall, and does hereby agree to, indemnify the Trustee, the Depositor, the
Certificate Registrar and the Servicer against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
No transfer of a Certificate or any interest therein may be made to
employee benefit plans and certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA or Section 4975 of the Code or any federal, state or local
law which is to a material extent similar to the foregoing provisions of ERISA
or the Code ("Plans") or any person who is directly or indirectly purchasing the
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan. The Trustee shall (unless the next succeeding
paragraph applies) require the prospective transferee of any Certificate to
certify that it is neither (i) a Plan nor (ii) a Person who is directly or
indirectly purchasing such Certificate on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan (including any insurance company using
funds in its general or separate accounts that may constitute "plan assets").
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be
affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: May __, 2000
THE CHASE MANHATTAN BANK, as Trustee
By:_________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class X Certificates referred to in the
within-mentioned Agreement.
Dated: May __, 2000
THE CHASE MANHATTAN BANK, as Certificate
Registrar
By:_____________________________________
Authorized Signatory
<PAGE>
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
(Cust) Minor)
TEN ENT - as tenants by the entireties under Uniform
Gifts to Minors Act
JT TEN - as joint tenants with right -----------------
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
________________________________________________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its
agent.
<PAGE>
EXHIBIT C-5
[FORM OF CLASS BB CERTIFICATE]
HOME EQUITY ASSET BACKED CERTIFICATES
SERIES 2000-HE-1, CLASS BB
[SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
A DIRECT OR INDIRECT BENEFICIAL INTEREST IN CERTAIN "REGULAR INTERESTS" IN
A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), SUBJECT TO THE OBLIGATION TO PAY LIBOR
CARRYOVER AMOUNTS.]
THIS CLASS BB CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES OF
THIS SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CLASS BB CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CLASS BB CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN
A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE, OR ANY FEDERAL, STATE OR
LOCAL LAW WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE WILL BE REGISTERED.
Series 2000-HE-1, Class BB Original Class BB Amount as of the
Closing Date:
Date of Pooling and Servicing Agreement
and Cut-off Date: May 1, 2000 Denomination: $________ (Class BB
Amount)
First Distribution Date: June 26, 2000
Servicer: Litton Loan Servicing LP
No. Trustee: The Chase Manhattan Bank
Closing Date: May 25, 2000
<PAGE>
HOME EQUITY ASSET BACKED CERTIFICATE
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional one- to four-family first
mortgage loans formed and sold by
PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV, THE SERVICER, THE SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This certifies that __________________________________ is the
registered owner of a Percentage Interest (obtained by dividing the denomination
of this Certificate by the Original Class BB Amount) in that certain beneficial
ownership interest evidenced by all the Class BB Certificates in the Trust Fund
created pursuant to a Pooling and Servicing Agreement, dated as specified above
(the "Agreement"), among PaineWebber Mortgage Acceptance Corporation IV
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement), BNC Mortgage Inc., NC Capital Corporation, the Servicer
and the Trustee, a summary of certain of the pertinent provisions of which is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs or the Closing
Date in the case of the first Distribution Date (the "Record Date"), from funds
in the Distribution Account in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of Class BB Certificates on such Distribution Date pursuant to
the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date and is the registered owner of Class BB Certificates the
aggregate initial Certificate Principal Balance of which is in excess of a 66%
Percentage Interest of the Class BB Certificates, or by check mailed by first
class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, provided that the Trustee may
deduct a reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Home Equity Asset Backed Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing the
Percentage Interest specified on the face hereof. If the Class BB Certificates
and all Class X Certificates are held by the same person, this Certificate
represents direct beneficial interest in the Class X/BB Interest, which
represents the regular interests consisting of the REMIC 5 Components. If this
Certificate and any Class X Certificate are held by different persons, this
Certificate represents a partnership interest in a partnership that holds the
Class X/BB Interest.
The Class BB Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification, the Trustee and the Certificate Registrar shall require, in
order to assure compliance with such laws, either (i) that the Certificateholder
desiring to effect the transfer and such Certificateholder's prospective
transferee each execute a representation letter in the form described by the
Agreement certifying to the Trustee and the Certificate Registrar the facts
surrounding the transfer, or (ii) that the Trustee and the Certificate Registrar
shall require an Opinion of Counsel satisfactory to them that such transfer may
be made without such registration or qualification, which Opinion of Counsel
shall not be an expense of the Depositor, the Trustee or the Certificate
Registrar, in their respective capacities as such. None of the Depositor, the
Certificate Registrar nor the Trustee is obligated to register or qualify the
Class of Certificates specified on the face hereof under the 1933 Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or
qualification. Any such Certificateholder desiring to effect such transfer
shall, and does hereby agree to, indemnify the Trustee, the Depositor, the
Certificate Registrar and the Servicer against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
No transfer of a Certificate or any interest therein may be made to
employee benefit plans and certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA or Section 4975 of the Code or any federal, state or local
law which is to a material extent similar to the foregoing provisions of ERISA
or the Code ("Plans") or any person who is directly or indirectly purchasing the
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan. The Trustee shall require the prospective
transferee of any Certificate to certify that it is neither (i) a Plan nor (ii)
a Person who is directly or indirectly purchasing such Certificate on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan (including any
insurance company using funds in its general or separate accounts that may
constitute "plan assets").
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be
affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: May __, 2000
THE CHASE MANHATTAN BANK, as Trustee
By:_________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class BB Certificates referred to in the
within-mentioned Agreement.
Dated: May __, 2000
THE CHASE MANHATTAN BANK, as Certificate
Registrar
By:_____________________________________
Authorized Signatory
<PAGE>
ABBREVIATIONS
-------------
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
(Cust) Minor)
TEN ENT - as tenants by the entireties under Uniform
Gifts to Minors Act
JT TEN - as joint tenants with right -----------------
if survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
________________________________________________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________.
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its
agent.
<PAGE>
EXHIBIT D-1
MORTGAGE LOAN SCHEDULE OF BNC MORTGAGE LOANS
The Mortgage Loan Schedule of BNC Mortgage Loans is available upon request of
The Chase Manhattan Bank, as Trustee, at 450 West 33rd Street, 14th Floor, New
York, New York 10001, Attention: Capital Markets Fiduciary Services.
<PAGE>
EXHIBIT D-2
MORTGAGE LOAN SCHEDULE OF NC MORTGAGE LOANS
The Mortgage Loan Schedule of NC Mortgage Loans is available upon request of
The Chase Manhattan Bank, as Trustee, at 450 West 33rd Street, 14th Floor, New
York, New York 10001, Attention: Capital Markets Fiduciary Services.
<PAGE>
EXHIBIT E
FORM OF REQUEST FOR RELEASE
To: [Trustee][Custodian]
Re: Pooling and Servicing Agreement dated as of May 1, 2000 among PaineWebber
Mortgage Acceptance Corporation IV, as depositor, BNC Mortgage Inc., as
originator, NC Capital Corporation, as originator, Litton Loan Servicing
LP, as servicer, and The Chase Manhattan Bank, as trustee.
All capitalized terms used herein shall have the means ascribed to them in
the Pooling and Servicing Agreement (the "Agreement") referenced above.
In connection with the administration of the Mortgage Loans held by you as
Trustee pursuant to the Agreement, we request the release, and hereby
acknowledge receipt, of the Trustee's Mortgage File for the Mortgage Loan
described below, for the reason indicated.
Mortgage Loan Number:
--------------------
Mortgagor Name, Address & Zip Code:
----------------------------------
Reason for Requesting Documents (check one):
-------------------------------
Mortgage Loan Number:
--------------------
Mortgagor Name, Address & Zip Code:
----------------------------------
Reason for Requesting Documents (check one):
-------------------------------
______ 1. Mortgage Paid in Full
______ 2. Foreclosure
______ 3. Substitution
______ 4. Other Liquidation (Repurchases, etc.)
______ 5. Nonliquidation Reason:___________________________
<PAGE>
By: ______________________________
(authorized signer)
Issuer: _________________________
Address: _________________________
_________________________
Date: ___________________________
Custodian:
---------
U.S. Bank National Association
Please acknowledge the execution of the above request by your signature and date
below:
__________________________________ __________________________________
Signature Date
Documents returned to Custodian:
__________________________________ __________________________________
Custodian Date
<PAGE>
EXHIBIT F-1
FORM OF INITIAL CERTIFICATION
___________________________
Date
[To be addressed to the Trustee of record]
Re: Custodial Agreement, dated as of May 1, 2000 (the "Custodial
Agreement"), among The Chase Manhattan Bank, as trustee, Litton Loan Servicing
LP, as servicer, and U.S. Bank National Association, as custodian (the
"Custodian") with respect to Home Equity Asset Backed Certificates, Series
2000-HE-1.
Ladies and Gentlemen:
In accordance with Section 2 of the Custodial Agreement, the Custodian
hereby certifies that: (i) all documents required to be delivered to it pursuant
to Section 2 of the Custodial Agreement are in its possession; (ii) such
documents have been reviewed by it and have not been mutilated, damaged or torn
and relate to such Mortgage Loan; and (iii) based on its examination and only as
to the foregoing, the information set forth in the Mortgage Loan Schedule that
corresponds to items (1), (2), (3), (5), (12) and (17) (in the case of (17),
only as to whether there is a prepayment penalty) of the Mortgage Loan Schedule
accurately reflects information set forth in the Mortgage File. It is herein
acknowledged that, in conducting such review, the Custodian is under no duty or
obligation to inspect, review or examine any such documents, instruments,
certificates or other papers to determine that they are genuine, enforceable, or
appropriate for the represented purpose or that they have actually been recorded
or that they are other than what they purport to be on their face.
Capitalized words and phrases used herein and not otherwise defined herein
shall have the respective meanings assigned to them in the Pooling and Servicing
Agreement. This Certificate is subject in all respects to the terms of Section 2
of the Custodial Agreement and the Custodial Agreement sections cross-referenced
therein.
U.S. BANK NATIONAL ASSOCIATION
as Custodian
By: ___________________________________
Name:
Title:
<PAGE>
EXHIBIT F-2
FORM OF FINAL CERTIFICATION
_____________________________
Date
[To be addressed to the Trustee of record]
Re: Custodial Agreement, dated as of May 1, 2000 (the "Custodial
Agreement"), among The Chase Manhattan Bank, as trustee, Litton Loan Servicing
LP, as servicer, and U.S. Bank National Association, as custodian (the
"Custodian") with respect to Home Equity Asset Backed Certificates, Series
2000-HE-1.
Ladies and Gentlemen:
In accordance with Section 2 of the Custodial Agreement, the Custodian
hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full or listed on Schedule I
hereto) it has received the applicable documents listed in Section 2 of the
Custodial Agreement.
The Custodian hereby certifies that as to each Mortgage Loan identified on
the Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
hereto, it has reviewed the documents listed above and has determined that each
such document appears to be complete and, based on an examination of such
documents, the information set forth in the Mortgage Loan Schedule is correct.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement. This
Certificate is qualified in all respects by the terms of said Custodial
Agreement.
U.S. BANK NATIONAL ASSOCIATION
as Custodian
By: ___________________________________
Name:
Title:
<PAGE>
EXHIBIT F-3
FORM OF RECEIPT OF MORTGAGE NOTE
PaineWebber Mortgage Acceptance Corporation IV
1285 Avenue of the Americas
New York, New York 10019
Re: Home Equity Asset Backed Certificates, Series 2000-HE-1
-------------------------------------------------------
Ladies and Gentlemen:
Pursuant to Section 2.01 of the Pooling and Servicing Agreement,
dated as of May 1, 2000, among PaineWebber Mortgage Acceptance Corporation IV,
as depositor, BNC Mortgage Inc., as originator, NC Capital Corporation, as
originator, Litton Loan Servicing LP, as servicer, and The Chase Manhattan Bank,
as trustee (the "Trustee"), we hereby acknowledge the receipt of the original
Mortgage Note (a copy of which is attached hereto as Exhibit 1) with any
exceptions thereto listed on Exhibit 2.
THE CHASE MANHATTAN BANK
as Trustee
By:______________________________________
Name:
Title:
<PAGE>
EXHIBIT G
LOAN SALE AGREEMENT
[SEE ITEM #11 ON THE CLOSING DOCUMENT CHECKLIST]
<PAGE>
EXHIBIT H
[RESERVED]
<PAGE>
EXHIBIT I
FORM OF ERISA REPRESENTATION
PaineWebber Mortgage Acceptance Corporation IV
1285 Avenue of the Americas
New York, New York 10019
Re: Home Equity Asset Backed Certificates, Series 2000-HE-1
-------------------------------------------------------
Ladies and Gentlemen:
1. The undersigned is the ______________________ of (the
"Transferee") a [corporation duly organized] and existing under the laws of
__________, on behalf of which he makes this affidavit.
2. The Transferee hereby acknowledges that under the terms of the
Pooling and Servicing Agreement (the "Agreement") among PaineWebber Mortgage
Acceptance Corporation IV, as depositor (the "Depositor"), BNC Mortgage Inc., as
originator, NC Capital Corporation, as originator, Litton Loan Servicing LP, as
servicer and The Chase Manhattan Bank, as trustee (the "Trustee"), no transfer
of the ERISA-Restricted Certificates shall be permitted to be made to any person
unless the Depositor and Trustee have received a certificate from such
transferee in the form hereof.
3. [With respect to the Class M-1, Class M-2 and Class B
Certificates only] The Transferee either (x) (1) is not an employee benefit plan
subject to Section 406 of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code") or any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code ("Similar
Law"), the Trustee of any such plan or a person acting on behalf of any such
plan nor a person using the assets of any such plan or (2) if the Transferee is
an insurance company, such Transferee is purchasing such Certificates with funds
contained in an "Insurance Company General Account" (as such term is defined in
Section v(e) of the Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60"))
and that the purchase and holding of such Certificates are covered under PTCE
95-60; or (y) shall deliver to the Trustee and the Depositor an opinion of
counsel (a "Benefit Plan Opinion") satisfactory to the Trustee and the
Depositor, and upon which the Trustee and the Depositor shall be entitled to
rely, to the effect that the purchase or holding of such Certificate by the
Transferee will not result in the assets of the Trust Fund being deemed to be
plan assets and subject to the prohibited transaction provisions of ERISA or the
Code or Similar Law and will not subject the Trustee or the Depositor to any
obligation in addition to those undertaken by such entities in the Pooling and
Servicing Agreement, which opinion of counsel shall not be an expense of the
Trustee or the Depositor.
3. [With respect to the Class X, Class R and Class BB Certificates
only] The Transferee is not an employee benefit plan subject to Section 406 or
Section 407 of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the
"Code"), or any federal, state or local law which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code ("Similar Law"), the
Trustee of any such plan or a person acting on behalf of any such plan nor a
person using the assets of any such plan.
Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Agreement.
<PAGE>
IN WITNESS WHEREOF, the Transferee has executed this certificate.
_______________________________________
[Transferee]
By:____________________________________
Name:
Title:
<PAGE>
EXHIBIT J
FORM OF INVESTMENT LETTER [NON-RULE 144A]
[DATE]
PaineWebber Mortgage Acceptance Corporation IV
1285 Avenue of the Americas
New York, New York 10019
The Chase Manhattan Bank
450 West 33rd Street
14th Floor
New York, NY 10001
Re: Home Equity Asset Backed Certificates, Series 2000-HE-1
-------------------------------------------------------
Ladies and Gentlemen:
In connection with our acquisition of the Home Equity Asset Backed
Certificates, Series 2000-HE-1 (the "Certificates"), we certify that (a) we
understand that the Certificates are not being registered under the Securities
Act of 1933, as amended (the "Act"), or any state securities laws and are being
transferred to us in a transaction that is exempt from the registration
requirements of the Act and any such laws, (b) we are an "accredited investor,"
as defined in Regulation D under the Act, and have such knowledge and experience
in financial and business matters that we are capable of evaluating the merits
and risks of investments in the Certificates, (c) we have had the opportunity to
ask questions of and receive answers from the Depositor concerning the purchase
of the Certificates and all matters relating thereto or any additional
information deemed necessary to our decision to purchase the Certificates, (d)
we are not an employee benefit plan that is subject to Section 406 of the
Employee Retirement Income Security Act of 1974 ("ERISA"), as amended, a plan
that is subject to Section 4975 of the Internal Revenue Code of 1986 (the
"Code"), as amended, or any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code nor are we
acting on behalf of any such plan, (e) we are acquiring the Certificates for
investment for our own account and not with a view to any distribution of such
Certificates (but without prejudice to our right at all times to sell or
otherwise dispose of the Certificates in accordance with clause (g) below), (f)
we have not offered or sold any Certificates to, or solicited offers to buy any
Certificates from, any person, or otherwise approached or negotiated with any
person with respect thereto, or taken any other action which would result in a
violation of Section 5 of the Act, and (g) we will not sell, transfer or
otherwise dispose of any Certificates unless (1) such sale, transfer or other
disposition is made pursuant to an effective registration statement under the
Act or is exempt from such registration requirements, and if requested, we will
at our expense provide an opinion of counsel satisfactory to the addressees of
this Certificate that such sale, transfer or other disposition may be made
pursuant to an exemption from the Act, (2) the purchaser or transferee of such
Certificate has executed and delivered to you a certificate to substantially the
same effect as this certificate, and (3) the purchaser or transferee has
otherwise complied with any conditions for transfer set forth in the Pooling and
Servicing Agreement.
<PAGE>
Very truly yours,
[NAME OF TRANSFEREE]
By:____________________________________
Authorized Officer
<PAGE>
FORM OF RULE 144A INVESTMENT LETTER
[DATE]
PaineWebber Mortgage Acceptance Corporation IV
1285 Avenue of the Americas
New York, New York 10019
The Chase Manhattan Bank
450 West 33rd Street
14th Floor
New York, NY 10001
Re: Home Equity Asset Backed Certificates, Series 2000-HE-1
-------------------------------------------------------
Ladies and Gentlemen:
In connection with our acquisition of the Home Equity Asset Backed
Certificates, Series 2000-HE-1 (the "Certificates"), we certify that (a) we
understand that the Certificates are not being registered under the Securities
Act of 1933, as amended (the "Act"), or any state securities laws and are being
transferred to us in a transaction that is exempt from the registration
requirements of the Act and any such laws, (b) we have had the opportunity to
ask questions of and receive answers from the Depositor concerning the purchase
of the Certificates and all matters relating thereto or any additional
information deemed necessary to our decision to purchase the Certificates, (c)
we are not an employee benefit plan that is subject to Section 406 of the
Employee Retirement Income Security Act of 1974 ("ERISA"), as amended, a plan
that is subject to Section 4975 of the Internal Revenue Code of 1986 (the
"Code"), as amended, or any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code nor are we
acting on behalf of any such plan, (d) we have not, nor has anyone acting on our
behalf offered, transferred, pledged, sold or otherwise disposed of the
Certificates, any interest in the Certificates or any other similar security to,
or solicited any offer to buy or accept a transfer, pledge or other disposition
of the Certificates, any interest in the Certificates or any other similar
security from, or otherwise approached or negotiated with respect to the
Certificates, any interest in the Certificates or any other similar security
with, any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Certificates under the Securities Act or
that would render the disposition of the Certificates a violation of Section 5
of the Securities Act or require registration pursuant thereto, nor will act,
nor has authorized or will authorize any person to act, in such manner with
respect to the Certificates, (e) we are a "qualified institutional buyer" as
that term is defined in Rule 144A under the Securities Act and have completed
either of the forms of certification to that effect attached hereto as Annex 1
or Annex 2. We are aware that the sale to us is being made in reliance on Rule
144A. We are acquiring the Certificates for our own account or for resale
pursuant to Rule 144A and further, understand that such Certificates may be
resold, pledged or transferred only (i) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the Securities Act.
<PAGE>
Very truly yours,
[NAME OF TRANSFEREE]
By:____________________________________
Authorized Officer
<PAGE>
ANNEX 1 TO EXHIBIT J
--------------------
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
--------------------------------------------------------
[For Transferees Other Than Registered Investment Companies]
The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:
i. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.
ii. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned
and/or invested on a discretionary basis $__________(1) in securities (except
for the excluded securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with Rule 144A
and (ii) the Buyer satisfies the criteria in the category marked below.
----------
(1) Buyer must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Buyer is a dealer, and, in that case,
Buyer must own and/or invest on a discretionary basis at least $10,000,000
in securities.
___ Corporation, etc. The Buyer is a corporation (other than a
bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or charitable
organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended.
___ Bank. The Buyer (a) is a national bank or banking
institution organized under the laws of any State, territory or the
District of Columbia, the business of which is substantially
confined to banking and is supervised by the State or territorial
banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.
___ Savings and Loan. The Buyer (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is supervised
and examined by a State or Federal authority having supervision over
any such institutions or is a foreign savings and loan association
or equivalent institution and (b) has an audited net worth of at
least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.
___ Broker-dealer. The Buyer is a dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company whose
primary and predominant business activity is the writing of
insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a State, territory
or the District of Columbia.
___ State or Local Plan. The Buyer is a plan established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the
benefit of its employees.
___ Investment Advisor. The Buyer is an investment
advisor registered under the Investment Advisors Act of 1940.
___ Small Business Investment Company. Buyer is a small
business investment company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958.
___ Business Development Company. Buyer is a business
development company as defined in Section 202(a)(22) of the
Investment Advisors Act of 1940.
iii. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
(v) loan participations, (vi) repurchase agreements, (vii) securities owned but
subject to a repurchase agreement and (viii) currency, interest rate and
commodity swaps.
iv. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph, except (i) where the Buyer reports its
securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.
v. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
vi. Until the date of purchase of the Rule 144A Securities, the
Buyer will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given,
the Buyer's purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan is provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.
_______________________________________
Print Name of Buyer
By:____________________________________
Name:
Title:
Date:__________________________________
<PAGE>
ANNEX 2 TO EXHIBIT J
--------------------
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
--------------------------------------------------------
[For Transferees That are Registered Investment Companies]
The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:
1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of the
Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, as
amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (i) where the Buyer or the Buyer's Family of Investment
Companies reports its securities holdings in its financial statements on the
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding
sentence applies, the securities may be valued at market.
___ The Buyer owned $__________ in securities (other than the
excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year (such amount being calculated in accordance
with Rule 144A).
___ The Buyer is part of a Family of Investment Companies
which owned in the aggregate $___________ in securities (other than
the excluded securities referred to below) as of the end of the
Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) securities issued or guaranteed by
the U.S. or any instrumentality thereof, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase agreements,
(vi) securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.
6. Until the date of purchase of the Certificates, the undersigned
will notify the parties listed in the Rule 144A Transferee Certificate to which
this certification relates of any changes in the information and conclusions
herein. Until such notice is given, the Buyer's purchase of the Certificates
will constitute a reaffirmation of this certification by the undersigned as of
the date of such purchase.
_______________________________________
Print Name of Buyer or Adviser
By:____________________________________
Name:
Title:
Date:__________________________________
IF AN ADVISER:
_______________________________________
Print Name of Buyer
Date:__________________________________
<PAGE>
Exhibit 1
<PAGE>
Exhibit 2
<PAGE>
EXHIBIT K
FORM OF CLASS R CERTIFICATE TRANSFER AFFIDAVIT
HOME EQUITY ASSET BACKED CERTIFICATES, SERIES 2000-HE-1
STATE OF )
) ss.:
COUNTY OF )
The undersigned, being first duly sworn, deposes and says as follows:
1. The undersigned is an officer of , the proposed Transferee of an
Ownership Interest in a Class R Certificate (the "Certificate") issued pursuant
to the Pooling and Servicing Agreement, (the "Agreement"), relating to the
above-referenced Certificates, among PaineWebber Mortgage Acceptance Corporation
IV, as depositor, BNC Mortgage Inc., as originator, NC Capital Corporation, as
originator, Litton Loan Servicing LP, as servicer, and The Chase Manhattan Bank,
as trustee (the "Trustee"). Capitalized terms used, but not defined herein shall
have the meanings ascribed to such terms in the Agreement. The Transferee has
authorized the undersigned to make this affidavit on behalf of the Transferee.
2. The Transferee is, as of the date hereof, and will be, as of the date
of the Transfer, a Permitted Transferee. The Transferee is acquiring its
Ownership Interest in the Certificate either (i) for its own account or (ii) as
nominee, trustee or agent for another Person and has attached hereto an
affidavit from such Person in substantially the same form as this affidavit. The
Transferee has no knowledge that any such affidavit is false.
3. The Transferee has been advised of, and understands that (i) a tax will
be imposed on Transfers of the Certificate to Persons that are not Permitted
Transferees; (ii) such tax will be imposed on the transferor, or, if such
Transfer is through an agent (which includes a broker, nominee or middleman) for
a Person that is not a Permitted Transferee, on the agent; and (iii) the Person
otherwise liable for the tax shall be relieved of liability for the tax if the
subsequent Transferee furnished to such Person an affidavit that such subsequent
Transferee is a Permitted Transferee and, at the time of Transfer, such Person
does not have actual knowledge that the affidavit is false.
4. The Transferee has been advised of, and understands that a tax will be
imposed on a "pass-through entity" holding the Certificate if at any time during
the taxable year of the pass-through entity a Person that is not a Permitted
Transferee is the record holder of an interest in such entity. The Transferee
understands that such tax will not be imposed for any period with respect to
which the record holder furnishes to the pass-through entity an affidavit that
such record holder is a Permitted Transferee and the pass-through entity does
not have actual knowledge that such affidavit is false. (For this purpose, a
"pass-through entity" includes a regulated investment company, a real estate
investment trust or common trust fund, a partnership, trust or estate, and
certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)
5. The Transferee has reviewed the provisions of Section 5.02(d) of the
Agreement and understands the legal consequences of the acquisition of an
Ownership Interest in the Certificate including, without limitation, the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to be bound by and
to abide by the provisions of Section 5.02(d) of the Agreement and the
restrictions noted on the face of the Certificate. The Transferee understands
and agrees that any breach of any of the representations included herein shall
render the Transfer to the Transferee contemplated hereby null and void.
6. The Transferee agrees to require a Transfer Affidavit from any Person
to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth in this Exhibit K to the Agreement (a "Transferor Certificate")
to the effect that such Transferee has no actual knowledge that the Person to
which the Transfer is to be made is not a Permitted Transferee.
7. The Transferee does not have the intention to impede the assessment or
collection of any tax legally required to be paid with respect to the
Certificate.
8. The Transferee's taxpayer identification number is ____________.
9. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).
10. The Transferee is aware that the Certificate may be a "noneconomic
residual interest" within the meaning of proposed Treasury regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.
11. The Transferee is not an employee benefit plan that is subject to
Section 406 of ERISA, a plan that is subject to Section 4975 of the Code or a
plan subject to any federal, state or local law which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code, nor are we acting on
behalf of such a plan.
<PAGE>
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this _____ day of __________, 20__.
[NAME OF TRANSFEREE]
By:________________________________________
Name:
Title
[Corporate Seal]
ATTEST:
__________________________
[Assistant] Secretary
Personally appeared before me the above-named ____________________, known
or proved to me to be the same person who executed the foregoing instrument and
to be the of the Transferee, and acknowledged that he executed the same as his
free act and deed and the free act and deed of the Transferee.
Subscribed and sworn before me this _____ day of __________, 20__.
______________________________________
NOTARY PUBLIC
My Commission expires the _____ day of
_______________, 20__.
<PAGE>
EXHIBIT L
FORM OF TRANSFEROR CERTIFICATE
[DATE]
PaineWebber Mortgage Acceptance Corporation IV
1285 Avenue of the Americas
New York, New York 10019
Re: Home Equity Asset Backed Certificates, Series 2000-HE-1
-------------------------------------------------------
Ladies and Gentlemen:
In connection with our disposition of the Home Equity Asset Backed
Certificates, Series 2000-HE-1 (the "Certificates"), we certify that (a) we
understand that the Certificates have not been registered under the Securities
Act of 1933, as amended (the "Act"), and are being disposed by us in a
transaction that is exempt from the registration requirements of the Act, (b) we
have not offered or sold any Certificates to, or solicited offers to buy any
Certificates from, any person, or otherwise approached or negotiated with any
person with respect thereto, in a manner that would be deemed, or taken any
other action which would result in, a violation of Section 5 of the Act, (c) to
the extent we are disposing of a Class [ ] Certificate, we have no knowledge the
Transferee is not a Permitted Transferee and (d) no purpose of the proposed
disposition of a Class [ ] Certificate is to impede the assessment or collection
of tax.
Very truly yours,
[________________________________]
By:____________________________________
<PAGE>
EXHIBIT M-1
PREPAYMENT PENALTIES FOR NEW CENTURY MORTGAGE LOANS
loan_nbr prop_state prepay_pen desc
-------- ---------- ---------- ----
289537 NM N
298262 SC N
299671 OR Y 6M20/60
304369 CA Y 6M20/36
304743 KS Y 6M20/36
306912 CA Y 6M20/60
307600 TX N
310133 OR Y 6M20/60
311478 MA Y MASS/36
312269 KS Y 6M20/36
312360 FL Y 6M20/60
312612 AL N
314389 TX N
316103 MI Y 1PBAL/36
316115 OH Y 1POR/60
316236 CA Y 6M20/60
318000 CA N
318416 FL Y 6M20/36
318709 VA Y 6M20/60
318852 KS Y 6M20/36
319023 MA Y MASS/36
319541 MA Y MASS/36
320677 OH Y 1POR/60
320720 TN Y 6M20/60
320893 MA Y MASS/36
321397 NC Y 6M20/36
321667 CA Y 6M20/36
321834 IA N
322169 OH Y 1POR/60
322444 SC N
322621 TX N
322784 TX N
323009 TX N
323050 IL N
323358 GA Y 6M20/36
323446 OR Y 6M20/60
323588 CA Y 6M20/36
323637 OH Y 1POR/60
324019 TX N
324106 CA Y 6M20/60
324171 IL N
324324 TX N
324603 CA Y 6M20/60
324659 UT N
325001 IL N
325114 CA Y 6M20/60
325443 CA Y 6M20/60
325592 TX N
325602 NJ N
326088 IN Y 6M20/24
326228 OH Y 1POR/60
326311 MA Y MASS/36
326442 CA Y 6M20/60
326448 CO Y 6M20/60
326453 CA Y 6M20/60
326675 GA Y 6M20/60
326826 FL Y 6M20/60
326839 FL Y 6M20/60
326967 GA Y 6M20/24
326978 TX N
326981 TX N
327043 HI Y 6M20/60
327146 GA Y 6M20/60
327200 IA N
327371 NC N
327460 FL N
327527 TX N
327544 LA Y 6M20/60
327576 VA Y 1P20C/60
327633 IN Y 6M20/48
327688 FL Y 6M20/60
327751 CA Y 6M20/60
327802 NC N
327844 MI Y 2PAV6/36
327933 FL Y 6M20/60
327947 MN Y 2O2REF/42
328006 PA N
328007 PA Y 6M20/36
328033 AZ Y 6M20/24
328051 CA Y 6M20/60
328209 SC Y 6M20/60
328306 FL Y 6M20/24
328318 WA Y 6M20/60
328386 SC N
328523 TX N
328568 TX N
328592 CA Y 6M20/60
328610 TX N
328627 TX N
328638 TX N
328667 CA Y 6M20/36
328860 NC N
328921 TX N
328992 IN Y 6M20/60
329085 AZ Y 6M20/60
329125 TX N
329176 SC N
329209 CA Y 6M20/60
329222 MS N
329299 OH Y 1POR/60
329312 WA Y 6M20/60
329353 OH Y 1POR/60
329364 CA Y 6M20/60
329392 GA Y 6M20/60
329484 CA Y 6M20/36
329487 NV Y 6M20/60
329500 TX Y 6M20/24
329605 CA Y 6M20/60
329616 TX N
329711 NC N
329783 AZ Y 6M20/60
329809 TX N
329822 OH Y 1P20/24
329896 PA N
329908 CA Y 6M20/60
330113 TX N
330120 TX N
330222 FL Y 6M20/60
330350 MD Y 2M33/36
330378 NC N
330386 TX N
330424 GA Y 6M20/60
330499 FL Y 6M20/60
330508 MA Y MASS/24
330550 GA Y 6M20/60
330564 MI Y 1P20C/36
330586 TX N
330588 TX Y 2M20/60
330598 TX N
330643 CA Y 6M20/12
330670 TX N
330673 TX N
330681 WA Y 6M20/60
330693 TX N
330722 AZ Y 6M20/60
330778 SC N
330797 PA Y 6M20/60
330922 UT Y 6M20/60
330958 CA Y 6M20/60
330981 TX N
331116 FL Y 6M20/60
331190 UT N
331220 ME N
331226 OH Y 1POR/60
331255 NM N
331258 TX N
331302 LA Y 6M20/60
331365 CA Y 6M20/60
331367 OR N
331382 IN Y 6M20/60
331428 MI Y 1P20C/36
331497 WV Y 1P20C/36
331659 CA Y 6M20/60
331747 NH Y 6M20/24
331748 CT Y 6M20/60
331750 IL N
331753 TX N
331762 TX N
331779 MO N
331781 NV Y 6M20/36
331793 CA Y 6M20/60
331797 TX N
331804 MO Y 2P20C/36
331928 OH Y 1POR/60
331955 CO Y 6M20/60
331971 AZ Y 6M20/60
332022 FL Y 6M20/60
332056 TX N
332084 ME N
332098 PA Y 6M20/60
332117 OH Y 1POR/60
332125 AZ Y 6M20/60
332168 TX Y 6M20/60
332242 NC N
332278 IL N
332301 FL Y 6M20/60
332331 CT Y 2PAV6/36
332355 CA Y 6M20/60
332383 WA Y 6M20/24
332393 IA N
332433 CA Y 6M20/60
332445 IL N
332447 CA Y 6M20/60
332463 NM N
332467 HI Y 6M20/60
332479 TX N
332488 IL N
332495 IL N
332568 TX N
332570 CA Y 6M20/60
332576 TX N
332588 IL N
332621 OK Y 6M20/60
332641 TX N
332681 TX N
332707 CA Y 6M20/60
332767 IL N
332770 MN N
332780 IL N
332783 IL N
332786 IL N
332791 MO Y 2PAV6/60
332809 FL Y 6M20/24
332827 OH Y 1POR/60
332853 PA N
332886 TX N
332913 WA Y 6M20/60
332932 OK Y 6M20/60
332943 MO Y 2PAV6/24
332961 CA Y 6M20/60
332964 NC N
332968 PA N
333008 MI Y 1P20C/36
333010 MI Y 1P20C/36
333040 CA Y 6M20/36
333047 FL Y 6M20/60
333104 IN Y 6M20/60
333169 MI Y 1P20C/36
333178 CA Y 6M20/60
333203 TX N
333297 OR Y 6M20/60
333305 CA Y 6M20/60
333337 CA Y 6M20/60
333350 CA Y 6M20/60
333359 TX N
333375 KS Y 6MBAL/6
333383 KS Y 6MBAL/6
333386 FL Y 6M20/60
333391 IL N
333436 WA Y 2PAV6/12
333440 NH Y 6M20/60
333443 FL Y 6M20/24
333445 WA Y 6M20/24
333453 TX N
333472 TX N
333493 CA Y 6M20/60
333548 OH Y 1POR/60
333553 MN Y 2O2REF/36
333665 FL Y 6M20/24
333676 TX N
333692 CA Y 6M20/24
333705 CA Y 6M20/60
333717 TX N
333738 TX N
333758 TX N
333765 TX N
333782 TX N
333785 TX N
333801 CA Y 6M20/60
333810 TX N
333813 TX N
333862 TN Y 6M20/60
333886 TN Y 6M20/60
333901 MA Y MASS/36
333937 CA Y 6M20/36
333958 CA Y 6M20/60
333979 CA N
333980 MN Y 2O2REF/42
334000 MO Y 2PAV6/60
334007 MO Y 2PAV6/60
334034 MO Y 2PAV6/60
334036 MA Y MASS/36
334063 VA Y 1P20/60
334064 MA Y MASS/36
334086 TX N
334115 NC N
334127 FL Y 6M20/60
334132 MN Y 2PAV6/42
334137 PA Y 6M20/24
334151 FL Y 6M20/60
334203 WI Y 6M20/36
334206 CA Y 6M20/60
334217 VA Y 1P20C/24
334223 CO N
334239 NM N
334257 TX N
334292 MI Y 1P20C/36
334304 CA Y 6M20/60
334337 WA Y 6M20/60
334351 FL Y 6M20/60
334361 CO Y 6M20/60
334364 VA Y 1P20C/60
334390 CA Y 6M20/60
334421 CA Y 6M20/60
334462 WA Y 6M20/60
334464 FL Y 6M20/60
334467 CA Y 6M20/60
334468 FL Y 6M20/60
334473 CA Y 6M20/60
334480 IL N
334486 TX N
334528 AZ Y 6M20/60
334540 NC N
334555 CA Y 6M20/60
334562 CO Y 6M20/60
334564 CO Y 6M20/24
334593 FL Y 6M20/60
334600 CA Y 6M20/60
334603 MA Y MASS/36
334715 CA Y 6M20/36
334720 IL N
334724 TN Y 6M20/60
334746 KY Y 6M20/24
334767 OH Y 1POR/60
334781 IL N
334797 MT Y 6M20/24
334799 TX N
334827 NJ N
334863 TX N
334869 OK Y 6M20/24
334890 LA N
334910 CA Y 6M20/60
334922 TX N
334926 TX N
334929 CA Y 6M20/60
334935 TX N
334963 CA Y 6M20/60
334966 IL N
334984 CA Y 6M20/60
334988 TX N
334998 TX N
335011 TX N
335030 MA Y MASS/36
335040 CA Y 6M20/36
335052 FL Y 6M20/60
335060 CA Y 6M20/60
335109 CA Y 6M20/12
335110 NC N
335118 TX N
335153 WA Y 6M20/60
335158 MA Y MASS/36
335161 FL Y 6M20/36
335182 MI Y 1P20C/36
335197 AZ Y 6M20/60
335201 OK Y 6M20/60
335224 CO Y 6M20/24
335240 WA Y 6M20/60
335242 OR Y 6M20/60
335244 OR Y 6M20/60
335256 TX N
335257 TX N
335261 TX N
335274 MI Y 1P20C/36
335329 MA Y MASS/24
335341 NC N
335409 FL Y 6M20/60
335430 PA N
335456 CA Y 2PAV6/24
335459 IL N
335487 TX N
335495 IL N
335507 CA Y 6M20/60
335510 IL N
335565 MI Y 1P20C/36
335575 CA Y 6M20/60
335615 FL Y 6M20/24
335647 GA Y 6M20/60
335657 MN N
335683 TX N
335686 TX N
335701 CA Y 6M20/60
335703 GA Y 6M20/24
335721 WA Y 6M20/60
335730 CO Y 6M20/60
335755 TX N
335757 MI Y 1P20C/36
335761 CA Y 6M20/24
335762 GA Y 6M20/60
335780 AR Y 6M20/60
335781 PA Y 6M20/24
335798 PA N
335821 PA Y 6M20/60
335830 MA Y MASS/36
335854 NV Y 6M20/60
335856 CA N
335872 CA Y 6M20/60
335873 MI Y 1P20C/36
335903 TX N
336013 ME N
336060 NC N
336066 FL Y 6M20/60
336083 CA Y 6M20/60
336085 MO Y 2PAV6/60
336094 FL Y 6M20/60
336097 FL Y 6M20/60
336109 LA Y MISS/60
336128 IN Y 6M20/24
336139 CA Y 6M20/60
336151 OH Y 6M20/60
336175 TX N
336189 CA Y 6M20/60
336199 CA Y 6M20/36
336206 CA Y 6M20/60
336215 TX N
336222 TX N
336237 TX N
336242 CA Y 6M20/60
336243 TX N
336255 CA Y 6M20/60
336267 TX N
336285 IL N
336306 CT Y 6M20/24
336330 TX N
336339 MN Y 2O2REF/42
336343 TX N
336359 FL Y 6M20/24
336375 CA Y 6M20/36
336397 TX N
336403 IA N
336412 NC N
336424 LA Y MISS/60
336425 TN Y 6M20/60
336429 TX N
336440 UT Y 6M20/24
336445 OH Y 1POR/60
336485 NM N
336497 NM N
336506 PA N
336545 CA Y 6M20/60
336552 CA Y 6M20/60
336573 RI Y 2PBAL/12
336576 TX N
336596 FL Y 6M20/60
336625 FL Y 6M20/60
336637 VA Y 1P20C/60
336638 KS N
336640 CA Y 6M20/36
336649 IL N
336678 TX N
336682 TX N
336702 MI Y 1P20/36
336711 MI Y 1P20C/36
336719 MI Y 1P20C/36
336725 OR Y 6M20/60
336809 CA Y 6M20/60
336825 GA Y 6M20/60
336834 AR Y 6M20/60
336869 FL Y 6M20/60
336910 FL Y 6M20/60
336913 IN Y 6M20/60
336915 CO Y 6M20/60
336919 CO Y 6M20/60
336923 IN Y 6M20/60
336930 TX N
336938 IN Y 6M20/60
336946 MA Y MASS/24
336974 AZ Y 6M20/60
337003 FL Y 6M20/60
337046 VA Y 6M20/60
337059 CA Y 6M20/60
337100 CA Y 6M20/60
337150 CA Y 6M20/48
337153 CA Y 6M20/60
337158 MO Y 2PAV6/60
337160 AZ Y 6M20/60
337208 MN Y 2O2REF/24
337218 AR Y 6M20/60
337237 MN Y 2O2REF/42
337286 PA N
337301 TX N
337320 MO Y 2PAV6/60
337342 OH Y 1POR/60
337347 NC N
337356 NC N
337362 CA Y 6M20/60
337372 VA Y 1P20C/60
337378 TX N
337388 UT N
337395 CA Y 6M20/60
337430 CA Y 6M20/60
337441 CA Y 6M20/12
337450 MN Y 2O2REF/36
337453 TX N
337472 FL Y 6M20/60
337497 IL N
337499 LA Y MISS/60
337504 SC N
337514 FL Y 6M20/60
337519 FL Y 6M20/60
337523 WA Y 6M20/60
337524 CA N
337545 CA Y 6M20/60
337565 CA Y 6M20/24
337571 TX N
337585 CA Y 6M20/60
337590 FL Y 6M20/24
337613 CA Y 6M20/60
337619 CA Y 6M20/60
337658 IL N
337682 NV Y 6M20/60
337699 CA Y 6M20/60
337704 SC Y 6M20/60
337721 VA Y 1P20C/60
337734 NC Y 6M20/12
337748 TX N
337749 IN Y 6M20/60
337764 IL N
337770 UT Y 6M20/24
337796 PA Y 6M20/60
337807 CA Y 6M20/24
337814 CA Y 6M20/24
337820 IL N
337829 IL N
337839 MI Y 1P20C/36
337853 IL N
337857 CA Y 6M20/60
337870 MN Y 2O2REF/36
337876 NM N
337912 AZ Y 6M20/60
337937 AZ Y 6M20/60
337942 TX N
337947 OH Y 1POR/60
337951 OH Y 1P20/60
337966 FL Y 6M20/24
337976 CA Y 6M20/60
337981 MA Y MASS/12
338006 OH Y 1POR/60
338022 AZ Y 6M20/60
338038 MA N
338057 FL Y 6M20/60
338084 PA Y 6M20/60
338086 CA Y 6M20/12
338089 CA Y 6M20/60
338091 UT N
338101 IA N
338127 IL N
338151 UT Y 6M20/24
338159 TX N
338166 CA Y 6M20/60
338192 CA Y 6M20/60
338200 NJ N
338219 OK Y 6M20/60
338243 AZ Y 6M20/60
338254 OK Y 6M20/60
338265 CA Y 6M20/60
338266 TN Y 6M20/60
338290 TX N
338299 CA Y 6M20/60
338307 WA Y 6M20/60
338315 WA Y 6M20/60
338337 CA Y 6M20/60
338340 UT N
338370 OH Y 1POR/60
338437 FL Y 6M20/24
338471 OK Y 6M20/60
338474 OH Y 1POR/60
338485 CA Y 6M20/60
338493 TX N
338508 IN Y 6M20/60
338510 TX N
338526 IN Y 6M20/60
338540 TX N
338545 TX N
338552 CA Y 6M20/60
338559 CA Y 6M20/60
338566 GA Y 6M20/60
338568 OH Y 1P0R/60
338591 HI Y 6M20/24
338602 FL Y 6M20/24
338656 IL N
338674 CA Y 6M20/60
338702 CA Y 6M20/60
338737 TX N
338758 CA Y 6M20/60
338763 FL Y 6M20/60
338766 FL Y 6M20/60
338768 TX N
338785 WA Y 6M20/60
338790 CA Y 6M20/60
338794 CA Y 6M20/60
338797 FL Y 6M20/60
338799 PA N
338836 CA Y 6M20/60
338862 MI Y 1P20C/36
338870 MI Y 1P20C/36
338940 MO Y 6M20/60
338961 AZ Y 6M20/60
338993 TX N
339011 AZ Y 6M20/60
339021 TX N
339033 CA Y 6M20/60
339055 NC N
339095 NV Y 6M20/60
339123 MI Y 1P20C/36
339150 MA Y MASS/24
339153 GA Y 6M20/60
339158 OK Y 6M20/60
339161 TX N
339175 FL Y 6M20/60
339188 MI Y 1P20C/36
339199 TX N
339202 PA Y 6M20/12
339205 MO Y 2PAV6/60
339215 MN Y 2O2REF/36
339256 FL Y 6M20/60
339257 WI Y 6M20/60
339297 AZ Y 6M20/60
339343 FL Y 6M20/60
339375 MA Y MASS/36
339381 MN Y 2O2REF/42
339428 AL N
339454 CO Y 6M20/60
339497 TX N
339508 GA Y 6M20/60
339512 KS N
339524 CA Y 6M20/60
339534 GA Y 6M20/60
339583 NC N
339630 TN Y 6M20/60
339633 NV Y 6M20/60
339636 NV N
339643 NV Y 6M20/60
339710 TX N
339772 CA Y 6M20/60
339776 CA Y 6M20/60
339885 CT Y 6M20/24
339917 CT Y 6M20/24
339923 CA Y 6M20/60
339933 MO Y 2PAV6/60
339997 CA N
340007 CO Y 6M20/60
340023 CA Y 6M20/60
340027 CA Y 6M20/60
340042 GA N
340054 MA Y MASS/36
340056 FL Y 6M20/60
340078 FL Y 6M20/60
340081 GA Y 6M20/60
340083 TX N
340134 AR Y 6M20/60
340152 WA Y 6M20/60
340158 LA Y MISS/60
340205 NV Y 6M20/60
340219 TX N
340263 CA Y 6M20/24
340287 MA Y 6MBAL/36
340319 GA Y 6M20/60
340371 CA Y 6M20/60
340387 CA Y 6M20/60
340399 CA Y 6M20/24
340423 VA Y 1P20C/60
340441 FL Y 6M20/60
340461 AL N
340482 AZ Y 6M20/60
340531 MA Y MASS/36
340540 PA N
340555 MA N
340567 NV Y 6M20/60
340573 NV Y 6M20/60
340591 CA Y 6M20/60
340613 OH Y 1P0R/60
340634 IN Y 6M20/24
340669 FL Y 6M20/60
340706 TN Y 6M20/60
340733 CA Y 6M20/60
340750 CA Y 6M20/60
340785 WA Y 6M20/36
340789 FL Y 6M20/60
340812 CA Y 6M20/60
340866 MA Y MASS/24
340907 CA Y 6M20/60
340938 LA Y MISS/60
340956 WV Y 1P20C/36
340992 CA Y 6M20/24
341098 TX N
341122 TX N
341161 IN Y 6M20/60
341177 FL Y 6M20/60
341199 WA Y 6M20/24
341220 CA Y 6M20/60
341221 WA N
341263 IL N
341294 FL Y 6M20/60
341350 TX N
341420 AR Y 6M20/60
341423 TX N
341462 CA Y 6M20/24
341534 CA Y 6M20/60
341560 FL Y 6M20/60
341571 FL Y 6M20/60
341596 CA Y 6M20/60
341624 CA Y 6M20/24
341897 TX N
341979 CA N
341987 FL Y 6M20/60
342219 FL Y 6M20/60
342288 MA Y MASS/36
342304 CA Y 6M20/60
342364 CA Y 6M20/60
272191 NH Y 6M20/36
273622 NJ N
274849 MN Y 2O2REF/42
275778 CA Y 6M20/36
277226 CO N
278408 CA Y 6M20/60
279214 OH Y 1P20/60
280044 TX N
280364 SC N
281545 NC N
281564 IA N
283077 FL Y 6M20/60
284160 LA Y 6M20/60
284735 TX N
284810 OR N
284930 WA Y 6M20/60
286515 NM N
286960 PA Y 6M20/60
287254 ID Y 6M20/36
287296 CA Y 6M20/60
287471 VA Y 3PBAL/36
288028 SC N
288195 PA N
288219 PA N
288297 CA Y 6M20/60
288611 SC N
288766 OK Y 6M20/60
288974 CA Y 6M20/36
288992 CA Y 6M20/60
289186 UT Y 6M20/60
289241 GA Y 1P20/60
289256 CA Y 6M20/60
289299 MA Y MASS/60
289514 AL N
289772 CA Y 6M20/60
289966 CA Y 6M20/36
290310 MN Y 2O2REF/36
290425 IL N
290607 MN Y 2O2REF/42
291145 OR N
291464 FL Y 6M20/60
291583 ME N
291599 OH Y 1P20/24
291643 IN Y 6M20/48
291771 GA Y 6M20/60
291848 HI Y 6M20/60
292070 VA Y 1P20C/60
292080 VA Y 1P20C/60
292089 VA Y 1P20C/60
292277 MI Y 1PBAL/36
292549 MN Y 2O2REF/42
292669 FL Y 6M20/60
292841 FL Y 6M20/60
293037 CA Y 6M20/60
293045 PA Y 6M20/60
293059 MA Y MASS/36
293208 CA Y 6M20/60
293369 MI Y 1P20C/36
293437 MN Y 2O2REF/24
293463 TX Y 6M20/36
293473 AZ Y 6M20/60
293610 CA Y 6M20/60
293721 WA Y 6M20/60
293739 MI Y 2P20C/36
293748 OK Y 6M20/60
293757 IL N
293967 NC N
294128 CA N
294151 CT Y 6M20/36
294199 CA Y 6M20/60
294312 AZ Y 6M20/60
294415 OR Y 6M20/36
294433 WI Y 2M20/60
294813 FL Y 6M20/60
294978 CA Y 6M20/60
295027 AZ Y 6M20/60
295163 CA Y 6M20/60
295209 WI Y 2M20/60
295211 MA Y MASS/36
295260 PA N
295361 MI Y 1P20/36
295402 CA Y 6M20/36
295413 MO Y 2PAV6/60
295435 MA Y MASS/36
295446 PA N
295451 RI Y 2PBAL/12
295485 CA Y 6M20/60
295489 CA Y 6M20/60
295524 CA Y 6M20/60
295663 SC N
295783 NH Y 6M20/60
295790 CA Y 6M20/60
295833 CA Y 6M20/36
295841 IN Y 2PBAL/60
295891 IL N
295912 OR N
295920 OH Y 1P20/60
295967 MI Y 1P20C/36
296043 MN Y 2O2REF/42
296091 CA Y 6M20/12
296270 CT Y 6M20/60
296274 FL Y 6M20/60
296331 IN Y 6M20/60
296365 SC N
296469 CA Y 6M20/60
296493 IL N
296504 CO Y 6M20/60
296507 TX N
296544 CA Y 6M20/24
296589 CA Y 6M20/60
296613 FL Y 6M20/60
296636 IL N
296728 CA Y 6M20/36
296783 CA N
296831 OH Y 1POR/60
296838 CA Y 6M20/60
296910 TN Y 6M20/60
296934 IN Y 6M20/60
297038 TN Y 6M20/60
297066 WI Y 2M20/60
297099 WI Y 2M20/60
297165 WA N
297178 GA Y 6M20/60
297225 CA Y 6M20/60
297247 MI Y 1P20C/36
297379 HI Y 6M20/60
297417 AR Y 6M20/60
297474 ND N
297497 LA N
297510 AZ Y 6M20/60
297540 CA Y 6M20/60
297569 MA Y MASS/36
297660 CA Y 6M20/60
297750 KS N
297809 CA Y 6M20/60
297811 TX N
297976 FL Y 6M20/60
297981 CA Y 6M20/36
298067 MI Y 1POR/36
298113 MN Y 2O2REF/42
298124 CA Y 6M20/60
298253 CA Y 6M20/60
298283 FL Y 6M20/60
298364 CA Y 6M20/60
298396 OK Y 6M20/60
298418 CA Y 6M20/60
298512 CA Y 6M20/60
298560 MA Y MASS/36
298630 PA Y 6M20/60
298653 TX Y 6M20/24
298675 TX N
298697 CA Y 6M20/60
298711 CA Y 6M20/60
298734 MI Y 1P20C/36
298821 CA Y 6M20/60
298837 CA Y 6M20/60
298849 CA Y 6M20/60
298923 CA Y 6M20/60
298935 MI Y 1P20C/36
298943 MA Y MASS/36
298997 CA Y 6M20/60
299012 CA Y 6M20/60
299065 CA Y 6M20/60
299075 ID Y 6M20/36
299076 CA Y 6M20/60
299079 OH Y 1P0R/60
299142 MA Y 2P20C/36
299321 CA Y 6M20/60
299359 LA Y 6M20/60
299385 MD Y 6M20/36
299541 MA Y MASS/36
299587 CA N
299611 CA Y 6M20/60
299635 CA Y 6M20/36
299650 GA Y 6M20/24
299661 FL Y 6M20/24
299685 CA Y 6M20/60
299687 CA Y 6M20/60
299693 CA Y 6M20/60
299700 CA Y 6M20/36
299745 MI Y 1P20C/36
299791 GA Y 6M20/24
299816 AL N
299852 SC N
299853 IL N
299858 NV Y 6M20/60
299860 PA N
299887 CA Y 6M20/36
299910 PA N
299915 IL N
299956 CA Y 6M20/36
300002 AZ Y 6M20/24
300051 CA Y 6M20/24
300059 IL N
300144 CA Y 6M20/24
300165 CA Y 6M20/60
300178 CA Y 6M20/36
300214 OR Y 6M20/60
300247 LA Y 6M20/60
300258 MI Y 1P20C/36
300299 PA Y 6M20/60
300329 TN Y 6M20/60
300337 CA Y 6M20/60
300387 CA N
300428 CA Y 6M20/60
300498 CA Y 6M20/60
300502 TX N
300572 PA N
300600 CA Y 6M20/36
300635 CA Y 6M20/36
300641 TX N
300663 OK Y 6M20/60
300689 CA Y 6M20/60
300694 HI Y 6M20/60
300737 AR Y 6M20/60
300758 FL Y 6M20/60
300772 CT Y 6M20/60
300797 NC N
300877 CA Y 6M20/12
300880 CA Y 6M20/60
300927 CA Y 6M20/60
300937 CO N
300948 KY Y 6M20/60
300981 CA Y 6M20/60
300990 SC N
300999 FL Y 6M20/60
301034 FL Y 6M20/60
301083 MN Y 2O2REF/42
301092 SC N
301123 IL N
301147 GA Y 6M20/24
301165 GA Y 6M20/60
301167 MO Y 6M20/60
301224 CA Y 6M20/60
301243 CA Y 6M20/24
301254 CA Y 6M20/60
301266 CA Y 6M20/60
301277 ID Y 6MAVG/24
301280 PA N
301360 KS N
301431 NC N
301464 IN Y 6M20/60
301487 MI Y 1P20C/36
301494 CO N
301502 IL N
301503 NC N
301521 PA N
301583 CA Y 6M20/60
301597 CA Y 6M20/60
301634 CA Y 6M20/60
301637 NC N
301654 NC N
301657 MI Y 1P20C/36
301665 WA Y 6M20/36
301710 WA Y 6M20/36
301711 CO Y 6M20/60
301716 WA Y 6M20/36
301739 AR Y 6M20/60
301740 MI Y 1P20C/36
301753 CA Y 6M20/36
301757 OH Y 6M20/60
301763 CA Y 6M20/60
301790 LA Y 6M20/60
301802 CA Y 6M20/60
301806 CA Y 6M20/60
301812 OK Y 6M20/60
301822 TX Y 6M20/60
301849 CT Y 6M20/36
301852 MI Y 1PBAL/36
301857 WI Y 2M20/60
301862 CA Y 6M20/60
301897 CA Y 6M20/60
301901 IN Y 6M20/60
301913 OR Y 6M20/12
301918 CA Y 6M20/60
301942 TX N
301943 MS Y MISS/60
301950 CA Y 6M20/36
301956 OH Y 1POR/60
301964 NJ N
302020 CA Y 6M20/60
302055 IN Y 6M20/60
302060 MI Y 1P20C/36
302089 FL Y 6M20/24
302105 CO Y 6M20/60
302109 IL N
302110 CA Y 6M20/60
302132 CA Y 6M20/36
302177 VA Y 1P20C/36
302182 NM N
302187 CA Y 6M20/36
302197 MN Y 2O2REF/42
302237 MN Y 2O2REF/42
302258 MO Y 2PAV6/60
302292 GA Y 6M20/60
302305 PA Y 6M20/24
302308 WA Y 6M20/60
302310 CA Y 6M20/60
302321 CO Y 6M20/60
302372 TN Y 6M20/60
302385 IA N
302388 WI Y 2M20/60
302400 MA Y MASS/36
302402 TN Y 6M20/60
302416 IL N
302418 FL Y 6M20/60
302427 PA N
302437 NC N
302442 FL Y 6M20/12
302451 NM N
302454 FL Y 6M20/60
302457 NJ N
302500 CA Y 6M20/60
302549 CA Y 6M20/60
302559 CA Y 6M20/36
302580 GA Y 6M20/60
302592 OH Y 1POR/60
302616 KY Y 6M20/60
302624 TN Y 6M20/60
302626 CA Y 6M20/60
302631 MN Y 2O2REF/42
302666 AR Y 6M20/60
302680 FL Y 6M20/60
302684 IN Y 6M20/60
302687 IL N
302699 FL Y 6M20/60
302700 FL Y 6M20/60
302720 CA Y 6M20/60
302733 RI Y 2PBAL/12
302767 CA Y 6M20/24
302772 CA N
302783 OH Y 1POR/60
302793 CA Y 6M20/60
302797 IN Y 6M20/24
302803 CA Y 6M20/60
302818 PA Y 6M20/60
302824 CA Y 6M20/60
302853 FL Y 6M20/60
302878 PA N
302894 TN Y 6M20/60
302902 IL N
302907 MS Y MISS/60
302936 SC N
302938 FL Y 6M20/12
302939 SC Y 6M20/60
302941 FL Y 6M20/60
302953 PA Y 6M20/60
302959 OK N
302962 SC Y 6M20/60
302984 MI Y 1P20C/36
303019 CA Y 6M20/60
303029 CA Y 6M20/60
303041 OH Y 1POR/60
303055 ME N
303067 WI Y 2M20/60
303070 AR Y 6M20/60
303075 CA Y 6M20/36
303081 CA Y 6M20/60
303104 FL Y 6M20/36
303122 FL Y 6M20/60
303126 IL N
303148 AZ Y 6M20/36
303158 WI Y 2M20/60
303159 MO Y 2PAVG/60
303163 CA Y 6M20/60
303187 MO Y 2PAV6/60
303200 MA Y MASS/36
303206 IN Y 6M20/60
303224 CA Y 6M20/60
303240 CO Y 6M20/24
303248 GA Y 6M20/60
303253 CA Y 6M20/60
303263 CA Y 6M20/60
303282 WA Y 6M20/60
303284 CA Y 6M20/60
303288 AZ Y 6M20/60
303294 PA N
303302 FL Y 6M20/60
303313 ME N
303322 SC N
303354 PA Y 6M20/60
303361 PA Y 6M20/60
303369 WV Y 1P20C/36
303376 CA Y 2PBAL/60
303396 NC N
303415 IN Y 6M20/36
303416 CO Y 6M20/24
303444 VA Y 1P20C/60
303480 FL Y 6M20/60
303494 FL Y 6M20/60
303496 CA Y 6M20/60
303524 CO Y 6M20/60
303528 LA Y 6M20/36
303561 CA Y 6M20/60
303563 FL Y 6M20/60
303566 CA Y 6M20/36
303578 CA N
303585 LA Y 6M20/60
303587 CA Y 6M20/36
303600 FL Y 6M20/60
303606 IL N
303614 FL Y 6M20/60
303618 FL Y 6M20/60
303630 FL Y 6M20/60
303636 FL Y 6M20/60
303650 MI Y 1P20C/36
303652 PA N
303683 CA Y 6M20/60
303690 CA Y 6M20/60
303691 CA Y 6M20/60
303698 CA Y 6M20/36
303700 NV Y 6M20/60
303709 NV Y 6M20/60
303751 CA N
303767 AZ Y 6M20/60
303773 IL N
303778 CA Y 6M20/60
303781 CO Y 6M20/60
303782 MA Y MASS/36
303796 MA Y MASS/36
303807 MS Y MISS/60
303820 NM N
303827 VA Y 1P20C/60
303828 GA Y 6M20/60
303847 CT Y 6M20/36
303852 GA Y 6M20/60
303856 TN Y 6M20/60
303882 FL Y 6M20/60
303954 MS Y MISS/12
303963 WA Y 6M20/60
303986 CA Y 6M20/60
304002 IL N
304011 CA Y 6M20/60
304017 PA N
304023 FL Y 2M20/24
304029 NV Y 6M20/60
304031 CA Y 6M20/60
304032 MN Y 2O2REF/36
304037 FL Y 6M20/60
304061 CA Y 6M20/60
304075 CA N
304077 IL N
304078 IL N
304092 IL N
304094 OH Y 1POR/60
304101 OH Y 1POR/60
304104 OH Y 1POR/60
304106 WI Y 2M20/60
304114 CA Y 6M20/60
304129 WA Y 6M20/24
304134 CA Y 6M20/60
304135 CA Y 6M20/60
304170 CO Y 6M20/24
304171 MI Y 1P20C/36
304176 CA Y 6M20/60
304181 NM N
304183 CA Y 6M20/60
304199 CA Y 6M20/24
304226 GA Y 6M20/60
304237 TN Y 6M20/60
304261 IL N
304265 MT N
304266 GA Y 6M20/60
304322 PA N
304327 AR Y 6M20/24
304334 CA Y 6M20/12
304344 CO Y 6M20/60
304346 IN Y 6M20/60
304400 MI Y 1P20C/36
304408 CA Y 6M20/60
304417 NM N
304432 MS Y MISS/60
304439 FL Y 6M20/60
304440 AZ Y 6M20/12
304445 CA Y 6M20/36
304446 MS Y MISS/60
304450 OR Y 6M20/36
304456 CA Y 6M20/36
304459 MA Y MASS/36
304465 FL Y 6M20/60
304466 LA Y 6M20/60
304469 MI Y 1P20C/36
304473 OH Y 1POR/60
304486 WI Y 2M20/60
304493 WI Y 2M20/60
304505 LA Y 6M20/60
304522 CA Y 6M20/36
304527 AZ Y 6M20/60
304529 CA Y 6M20/60
304539 WI Y 2M20/60
304581 IL N
304588 IL N
304596 CO Y 6M20/60
304628 CA Y 6M20/60
304630 GA Y 6M20/36
304636 CA Y 6M20/60
304655 AR Y 6M20/60
304660 AR Y 6M20/60
304661 CA Y 6M20/60
304667 PA Y 6M20/60
304669 AR Y 6M20/60
304706 PA Y 6M20/60
304707 LA Y 6M20/60
304716 LA Y 6M20/60
304750 CA Y 6M20/60
304773 IN Y 6M20/60
304789 CA Y 6M20/60
304791 AR N
304810 IN Y 2PBAL/36
304812 SC Y 6M20/60
304816 AR Y 6M20/60
304821 MS Y MISS/24
304823 TX N
304834 NC N
304835 FL Y 6M20/60
304845 TX N
304858 RI Y 2PBAL/12
304873 FL Y 6M20/24
304886 IL N
304887 FL Y 6M20/60
304890 SC N
304893 MO Y 2PAVG/60
304894 FL Y 6M20/60
304897 CO Y 6M20/36
304900 MI Y 1P20/36
304905 FL N
304909 CA Y 6M20/60
304923 MA Y MASS/36
304944 MA Y MASS/36
304947 IL N
304963 MT Y 6M20/60
304995 TX Y 6M20/24
305002 CO Y 6M20/60
305008 LA Y 6M20/60
305010 LA Y 6M20/60
305012 SC N
305028 LA Y 6M20/60
305030 WA Y 6M20/60
305039 OK Y 6M20/60
305043 CO Y 6M20/60
305048 CT Y 6M20/36
305051 OK Y 6M20/60
305066 PA N
305092 IN Y 6M20/60
305093 MS Y MISS/60
305095 LA Y 6M20/60
305099 GA Y 6M20/60
305109 LA Y 6M20/36
305129 GA Y 6M20/60
305131 TX N
305151 OH Y 1P20/60
305153 OH Y 1POR/60
305157 MA Y MASS/24
305159 AR Y 6M20/60
305163 SC N
305168 PA N
305170 FL Y 6M20/60
305175 GA Y 6M20/60
305183 AR Y 6M20/60
305193 CA Y 6M20/60
305204 GA Y 6M20/60
305236 CA Y 6M20/60
305247 CA Y 6M20/60
305267 RI Y 2PBAL/12
305280 CA Y 6M20/60
305294 CA Y 6M20/60
305304 AZ Y 6M20/60
305314 CA Y 6M20/60
305332 IN Y 6M20/60
305335 UT Y 6M20/36
305337 LA Y 6M20/60
305359 RI Y 2PBAL/12
305380 OH Y 1POR/60
305400 PA N
305402 FL Y 6M20/60
305405 PA Y 6M20/36
305428 MA Y MASS/36
305450 MA Y MASS/36
305452 CT Y 6M20/60
305475 PA N
305483 MA Y MASS/36
305493 MI Y 1P20C/36
305526 CO Y 6M20/60
305530 WI Y 2M20/60
305534 CA Y 6M20/36
305550 OH Y 1POR/60
305556 OK Y 6M20/60
305564 MI Y 1P20C/36
305566 VA Y 1P20C/60
305568 GA Y 6M20/60
305576 MI Y 1PBAL/36
305580 TX N
305595 MO Y 2PAV6/60
305621 CA Y 6M20/24
305625 PA Y 6M20/60
305634 CA Y 6M20/60
305643 PA Y 6M20/60
305649 CA Y 6M20/60
305659 MT Y 6M20/24
305660 NV Y 6M20/36
305665 OK Y 6M20/60
305667 ID Y 6MAVG/36
305686 TN Y 6M20/60
305687 TN Y 6M20/36
305700 UT N
305706 FL Y 6M20/60
305713 WA Y 6M20/60
305715 FL Y 6M20/60
305725 WA N
305729 CA Y 6M20/36
305742 AZ Y 6M20/60
305745 CA Y 6M20/36
305747 GA Y 6M20/60
305772 CA Y 6M20/24
305784 OH Y 1POR/60
305805 TN Y 6M20/60
305807 CA Y 6M20/60
305808 IL N
305824 CA Y 6M20/60
305825 CA Y 6M20/60
305834 KS Y 6MBAL/6
305852 SC Y 6M20/24
305853 IL N
305855 CA Y 6M20/60
305865 IL N
305903 CA Y 6M20/60
305920 CA Y 6M20/60
305924 FL Y 6M20/24
305926 NV Y 6M20/60
305944 IL N
305948 ID Y 6MAVG/36
305973 TX N
305983 CA Y 6M20/60
305997 GA Y 6M20/24
306001 OH Y 1POR/60
306016 IN Y 6M20/60
306022 CA Y 6M20/24
306036 TN Y 6M20/60
306046 CA Y 6M20/60
306053 PA N
306068 IL N
306077 PA Y 6M20/60
306078 LA N
306115 GA Y 6M20/60
306123 CA Y 6M20/60
306128 CA Y 6M20/60
306139 CA Y 6M20/60
306171 MA Y MASS/36
306172 GA Y 6M20/60
306180 CA Y 6M20/36
306231 DE N
306236 FL Y 6M20/60
306238 FL Y 6M20/60
306249 MO Y 2PAV6/60
306268 MI Y 1P20C/36
306271 MN Y 2O2REF/42
306276 PA Y 6M20/60
306297 MI Y 1P20C/36
306315 PA Y 6M20/60
306324 OR Y 6M20/60
306335 CA Y 6M20/60
306341 AZ Y 6M20/60
306348 NM N
306361 AZ Y 6M20/60
306370 CA Y 6M20/60
306387 FL Y 6M20/36
306398 IL N
306405 IL N
306435 PA Y 6M20/60
306440 CA Y 6M20/24
306448 IL N
306459 IL N
306482 FL Y 6M20/60
306486 FL N
306492 FL Y 6M20/60
306533 CA Y 6M20/60
306536 CA N
306553 MI Y 1P20/36
306557 CO N
306605 WA Y 6M20/60
306610 IL N
306621 GA Y 6M20/36
306624 MI Y 1P20C/36
306627 CO Y 6M20/60
306633 WA N
306644 AZ Y 6M20/60
306649 MO Y 2PAV6/60
306663 CA Y 6M20/60
306696 OH Y 1POR/60
306703 CA Y 6M20/36
306718 NC N
306728 SC Y 6M20/24
306730 OK Y 6M20/60
306764 IL N
306784 NC Y 6M20/60
306798 FL Y 6M20/60
306802 CA Y 6M20/60
306822 CA Y 6M20/60
306827 NM N
306828 NC N
306836 VA Y 1P20C/60
306841 FL Y 6M20/24
306855 FL Y 6M20/60
306863 HI Y 6M20/60
306873 PA Y 6M20/60
306882 FL Y 6M20/60
306908 PA Y 6M20/36
306924 AZ Y 6M20/60
306926 MN Y 2O2REF/36
306947 OK Y 6M20/60
306949 FL Y 6M20/60
306962 MO Y 2PAV6/60
306965 IN Y 6M20/60
306969 MO Y 2PAV6/60
306971 MO Y 2PAV/60
306978 SC N
306980 CA Y 6M20/60
306982 WA Y 6M20/60
306983 WA Y 6M20/60
306986 UT N
306992 MN Y 2O2REF/42
306993 CA Y 6M20/60
307000 CA Y 6M20/60
307011 CA Y 6M20/60
307035 CA Y 6M20/60
307054 MN Y 2O2REF/42
307068 FL Y 6M20/60
307081 WA Y 6M20/60
307100 CA Y 6M20/60
307129 LA Y 6M20/60
307131 SC N
307138 CA Y 6M20/60
307151 PA Y 6M20/24
307185 CA Y 6M20/60
307187 CA Y 6M20/60
307190 AZ N
307199 CA Y 6M20/36
307203 FL Y 6M20/36
307207 TN Y 6M20/60
307209 CA Y 6M20/12
307224 CA Y 6M20/60
307225 CA Y 6M20/60
307229 WA Y 6M20/60
307235 MN Y 2O2REF/42
307249 GA Y 6M20/48
307251 GA Y 6M20/60
307258 AR Y 6M20/60
307275 AR Y 6M20/60
307278 AR Y 6M20/60
307279 FL Y 6M20/60
307289 PA Y 6M20/60
307294 VA Y 1P20C/60
307304 IL N
307309 MA Y MASS/36
307315 WA Y 6M20/60
307317 IL N
307323 AR Y 6M20/60
307326 AZ Y 6M20/36
307327 IL N
307330 AR Y 6M20/60
307368 FL Y 6M20/60
307372 CA Y 6M20/60
307374 KY Y 6M20/60
307380 OK Y 6M20/60
307385 MO Y 2PAV6/06
307401 MN N
307410 CA Y 6M20/36
307412 CA Y 6M20/60
307428 PA N
307434 OK Y 6M20/36
307435 CA Y 6M20/60
307440 LA Y 6M20/60
307483 UT N
307494 FL Y 6M20/60
307495 MO Y 2PAV6/60
307503 MI Y 1P20C/36
307515 MI Y 1P20/36
307539 PA Y 6M20/60
307542 CA Y 6M20/60
307574 IL N
307603 WI Y 2M20/36
307612 MA Y MASS/36
307615 OH Y 1POR/60
307619 CA Y 6M20/60
307624 GA Y 6M20/60
307662 CA Y 6M20/60
307673 HI Y 6M20/60
307675 CA Y 6M20/24
307678 OH Y 1POR/60
307690 MO Y 2PAV6/36
307692 FL Y 6M20/60
307704 IL N
307717 CA Y 6M20/60
307721 CA Y 6M20/60
307747 CA Y 6M20/60
307783 IL N
307796 IL N
307799 PA Y 6M20/60
307825 NJ N
307830 NJ N
307840 GA Y 6M20/60
307846 IL N
307876 SC Y 6M20/24
307880 IL N
307909 WI N
307910 VA Y 1P20C/60
307915 CA Y 6M20/60
307916 NV Y 6M20/60
307936 IN Y 6M20/60
307941 CA Y 6M20/60
307946 CA Y 6M20/60
307959 FL Y 6M20/60
307986 FL Y 6M20/36
308002 PA N
308005 CA Y 6M20/60
308012 CA Y 6M20/60
308027 GA Y 6M20/60
308044 CA Y 6M20/60
308049 FL Y 6M20/60
308068 IL N
308100 OH Y 1P20/60
308105 OR Y 6M20/60
308108 NV Y 6M20/60
308112 TX N
308118 CO N
308130 NV Y 6M20/60
308131 TX N
308135 OK N
308139 PA N
308141 CA Y 6M20/60
308146 CA Y 6M20/60
308159 PA Y 6M20/60
308163 MO Y 2PAV6/24
308181 CA Y 6M20/60
308199 MA Y MASS/36
308208 CA Y 6M20/60
308213 FL Y 6M20/36
308216 CA Y 6M20/60
308235 MI N
308239 NC Y 6M20/24
308244 MN Y 2O2REF/24
308256 TX N
308266 NM N
308280 IL N
308295 CA Y 6M20/60
308302 IL N
308308 MO Y 2PAV6/24
308326 WA Y 6M20/60
308337 FL Y 6M20/60
308342 TX N
308349 CA Y 6M20/60
308355 CA Y 6M20/60
308359 GA Y 6M20/60
308383 IL N
308423 GA N
308429 WA Y 6M20/24
308446 FL Y 6M20/60
308458 PA Y 6M20/60
308462 CA Y 6M20/60
308464 PA N
308475 CA Y 6M20/60
308484 FL Y 6M20/24
308485 IL N
308488 IL N
308490 NV Y 6M20/60
308502 OK Y 6M20/60
308503 MI Y 1P20C/36
308510 FL Y 6M20/24
308513 NM N
308522 CA Y 6M20/60
308539 CA Y 6M20/24
308541 IN Y 6M20/60
308577 NV Y 6M20/60
308582 CA Y 6M20/36
308586 FL Y 6M20/60
308593 CO N
308598 MS Y MISS/60
308621 MA Y MASS/36
308623 FL Y 6M20/60
308639 IN Y 6M20/60
308641 MO Y 2PAV6/60
308658 TX N
308686 OK N
308712 SC Y 6M20/60
308732 GA Y 6M20/36
308734 CO Y 6M20/60
308743 MN N
308755 HI Y 6M20/60
308756 CA Y 6M20/36
308762 MI Y 6M20/60
308772 FL Y 6M20/60
308785 TX N
308795 CA Y 6M20/60
308820 CA Y 6M20/36
308823 PA N
308829 AZ Y 6M20/36
308892 PA Y 6M20/60
308910 NM N
308920 FL Y 6M20/60
308943 IL N
308949 VA Y 1P20C/60
308951 IL N
308970 VA Y 2PBAL/24
308973 WA Y 6M20/60
308980 WA Y 6M20/60
308986 MT Y 6M20/60
308998 AR Y 6M20/60
309002 CA Y 6M20/60
309004 IN Y 6M20/60
309011 OH Y 1POR/60
309016 CA Y 6M20/60
309034 CA Y 6M20/60
309051 FL Y 6M20/60
309055 CA Y 6M20/60
309063 CA Y 6M20/60
309068 CA Y 6M20/60
309071 TX N
309076 CA Y 6M20/60
309084 MA Y MASS/36
309091 CO Y 6M20/60
309095 CA Y 6M20/36
309103 PA Y 6M20/60
309106 PA N
309114 CA Y 6M20/36
309116 CA Y 6M20/60
309123 CA N
309131 GA Y 6M20/24
309143 TN Y 6M20/60
309157 CA N
309163 AZ Y 6M20/60
309166 DE Y 6M20/60
309181 PA N
309183 OH Y 1POR/60
309199 CO N
309204 GA N
309206 PA Y 6M20/60
309210 IL N
309234 MA Y MASS/36
309250 IN Y 2PBAL/60
309300 IL N
309320 AZ Y 6M20/60
309337 MS Y MISS/60
309350 IL N
309351 SC N
309374 AZ Y 6M20/24
309389 CA Y 6M20/60
309422 CA Y 6M20/60
309428 CA Y 6M20/60
309429 WA Y 6M20/24
309449 TN Y 6M20/60
309462 CO Y 6M20/60
309464 AZ Y 6M20/60
309469 CA Y 6M20/60
309474 CA Y 6M20/60
309478 CA Y 6M20/60
309487 CA Y 6M20/60
309494 MA Y MASS/36
309497 ME N
309499 MA Y MASS/36
309517 IL N
309521 OH Y 1POR/60
309523 FL Y 6M20/24
309533 IL N
309543 CA Y 6M20/60
309545 CT Y 6M20/36
309587 FL Y 6M20/24
309588 PA Y 6M20/60
309589 CA Y 6M20/60
309602 GA Y 6M20/60
309604 CA N
309605 MN Y 2O2REF/42
309616 CA N
309618 TN Y 6M20/60
309627 CA Y 6M20/60
309629 PA N
309653 CA Y 6M20/60
309661 CA Y 6M20/60
309667 CA Y 6M20/60
309691 CA Y 6M20/60
309725 PA Y 6M20/60
309727 CA Y 6M20/60
309737 CA Y 6M20/60
309740 MI Y 1P20C/36
309741 AZ Y 6M20/36
309760 CA Y 6M20/60
309761 SC N
309770 WA Y 6M20/60
309772 CO N
309790 MS Y MISS/60
309833 CA Y 6M20/60
309844 IL N
309854 MA Y MASS/36
309856 MA Y MASS/36
309867 CO Y 6M20/60
309897 CA Y 6M20/60
309922 WI Y 2M20/60
309939 IL N
309941 CA Y 6M20/36
309946 OR Y 6M20/60
309957 CA Y 6M20/60
309976 CA Y 6M20/60
309984 CA Y 6M20/60
309986 CA Y 6M20/60
309996 NC N
309997 CA Y 6M20/60
309999 CA N
310004 CA Y 6M20/36
310013 CA Y 6M20/24
310014 IN Y 6M20/60
310055 MN Y 2O2REF/42
310066 TX N
310090 PA Y 6M20/60
310106 VA Y 2PBAL/24
310130 MO Y 2PAV6/60
310139 DE Y 6M20/60
310162 CA Y 6M20/60
310166 PA N
310168 NV Y 6M20/60
310176 NV Y 6M20/60
310184 CA Y 6M20/36
310197 LA Y 6M20/60
310212 IL N
310216 CT Y 6M20/36
310221 CA Y 6M20/60
310245 CA Y 6M20/12
310251 PA N
310261 GA Y 6M20/24
310286 OK Y 6M20/60
310289 ME N
310298 CA Y 6M20/60
310302 CA Y 6M20/36
310326 AR Y 6M20/60
310330 AZ Y 6M20/36
310367 NV Y 6M20/24
310371 GA Y 6M20/60
310392 MN Y 2O2REF/42
310398 CA Y 6M20/60
310407 MN Y 2O2REF/42
310416 VA Y 1P20C/60
310418 FL Y 6M20/60
310440 ME N
310448 CA Y 6M20/60
310473 FL Y 6M20/24
310475 CA Y 6M20/36
310478 WA N
310481 CA Y 6M20/60
310486 SC N
310492 CA Y 6M20/60
310493 CA Y 6M20/60
310495 MD Y 2M33/36
310496 ID Y 6M20/36
310498 CA Y 6M20/60
310500 PA N
310520 NV Y 6M20/60
310529 NV Y 6M20/60
310531 CA Y 6M20/60
310537 CA Y 6M20/60
310538 NM N
310566 MN Y 2O2REF/42
310577 PA N
310585 OH Y 1POR/60
310599 OH N
310612 CA Y 6M20/60
310650 OK Y 6M20/60
310657 WA N
310663 CA N
310664 OH Y 1P20/60
310669 OH Y 1POR/60
310675 GA Y 6M20/60
310691 FL Y 6M20/60
310693 AZ Y 6M20/60
310697 WA Y 6M20/60
310699 MA Y MASS/36
310702 IA N
310713 NM N
310729 MA Y MASS/36
310740 WA Y 6M20/60
310742 CA Y 6M20/36
310745 GA Y 6M20/60
310754 IN Y 6M20/24
310764 CA Y 6M20/36
310766 CO Y 6M20/60
310787 CA Y 6M20/60
310796 FL Y 6M20/60
310819 LA Y 6M20/60
310827 UT Y 6M20/24
310842 IL N
310849 WV Y 1P20C/36
310853 MD Y 2M33/36
310906 IL N
310913 IN Y 6M20/36
310923 NH Y 6M20/36
310942 CA Y 6M20/60
310944 OK Y 6M20/60
310967 CA Y 6M20/60
310969 FL Y 6M20/60
310975 FL Y 6M20/60
310989 CA Y 6M20/60
311003 CA Y 6M20/60
311037 OK Y 6M20/36
311044 VA Y 1P20C/24
311054 CA Y 6M20/24
311064 CA Y 6M20/60
311072 CA Y 6M20/60
311073 CA Y 6M20/60
311081 CA Y 6M20/60
311085 FL Y 6M20/60
311095 SC N
311099 FL Y 6M20/60
311105 OH Y 1P20/60
311113 CA Y 6M20/24
311118 TN Y 6M20/36
311125 IL N
311126 IN Y 6M20/36
311130 TN N
311134 IL N
311136 FL Y 6M20/60
311146 IL N
311150 IL N
311174 IL N
311176 AZ Y 6M20/60
311201 PA Y 6M20/60
311205 CA Y 6M20/60
311216 CA Y 6M20/60
311223 WA Y 6M20/60
311228 CA Y 6M20/36
311229 CO N
311264 IL N
311274 FL Y 6M20/60
311283 AR Y 6M20/24
311315 CA Y 6M20/60
311319 UT Y 6M20/60
311321 TN Y 6M20/60
311344 MN Y 2O2REF/42
311360 PA N
311364 CA Y 6M20/60
311367 TN Y 6M20/60
311368 MI Y 1P20C/36
311376 WA Y 6M20/60
311378 VA Y 2PBAL/60
311380 MD Y 2M33/36
311387 CA Y 6M20/36
311389 WA Y 6M20/60
311390 FL Y 6M20/60
311392 OK Y 6M20/60
311404 PA N
311409 CA Y 6M20/60
311418 FL Y 6M20/60
311450 FL Y 6M20/60
311466 CA Y 6M20/60
311488 MN Y 2O2REF/42
311491 CA Y 6M20/24
311497 NV Y 6M20/60
311526 CA Y 6M20/60
311532 CA Y 6M20/60
311534 IN Y 6M20/60
311538 OH Y 1POR/60
311540 CA Y 6M20/60
311559 CA Y 6M20/60
311560 NC Y 6M20/60
311563 CA Y 6M20/60
311567 NC Y 6M20/60
311568 CA Y 6M20/60
311571 IN Y 6M20/60
311593 CA Y 6M20/60
311601 CA Y 6M20/60
311619 GA Y 6M20/24
311630 IN Y 6M20/24
311634 GA Y 6M20/60
311641 CO Y 6M20/24
311647 FL Y 6M20/60
311663 FL N
311665 CA Y 6M20/60
311667 WA Y 6M20/60
311668 CA Y 6M20/60
311674 CA Y 6M20/60
311675 LA Y 6M20/60
311681 NJ N
311700 AR Y 6M20/60
311709 MN Y 2O2REF/36
311711 AR Y 6M20/60
311719 AR Y 6M20/60
311720 TN Y 6M20/60
311724 MD N
311725 SC N
311755 PA N
311762 GA Y 6M20/60
311767 PA N
311775 IL N
311809 MA Y MASS/36
311815 SC N
311823 OH Y 1P20/36
311832 OK Y 6M20/60
311850 PA N
311859 CA Y 6M20/60
311891 NH Y 6M20/36
311897 IL N
311898 HI Y 6M20/60
311904 NC N
311921 IL N
311926 NJ N
311930 IL N
311932 FL Y 6M20/24
311945 UT Y 6M20/36
311992 OR Y 6M20/60
312001 NV Y 6M20/60
312009 OH Y 6M20/60
312044 CA Y 6M20/60
312052 CA Y 6M20/24
312055 CA Y 6M20/60
312092 TN Y 6M20/36
312133 PA Y 6M20/60
312138 CA Y 6M20/60
312165 LA Y 6M20/60
312167 WA Y 6M20/60
312173 IL N
312178 CO Y 6M20/60
312181 NC N
312186 CA Y 6M20/60
312191 OR Y 6M20/60
312208 KS N
312209 CA Y 6M20/60
312212 NC N
312227 GA Y 6M20/60
312277 CA Y 6M20/60
312289 HI Y 6M20/60
312334 FL Y 6M20/60
312370 RI Y 2PBAL/12
312373 LA Y 6M20/60
312387 MI Y 1P20C/36
312442 TX N
312454 FL Y 6M20/60
312465 GA Y 6M20/60
312477 FL Y 6M20/60
312550 MI Y 1PBAL/36
312555 IL N
312565 FL Y 6M20/60
312569 FL Y 6M20/60
312591 OH Y 1POR/60
312594 AZ Y 6M20/60
312603 CA Y 6M20/60
312605 LA Y 6M20/60
312652 CA Y 6M20/60
312674 CA Y 6M20/60
312682 OH Y 1POR/60
312703 FL Y 6M20/60
312707 CA Y 6M20/36
312708 PA N
312716 CA Y 6M20/60
312727 PA Y 6M20/12
312760 WA Y 6M20/60
312771 AZ Y 6M20/60
312812 CA Y 6M20/60
312817 SC N
312818 CA Y 6M20/60
312824 GA Y 6M20/60
312837 IL N
312853 CA Y 6M20/60
312859 IL N
312863 IL N
312870 IA N
312895 CA Y 6M20/24
312937 WI Y 2M20/60
312939 CA Y 6M20/60
312945 MN Y 2O2REF/42
312961 MI Y 1P20C/36
312973 IN Y 6M20/60
312994 CA Y 6M20/60
312999 CA Y 6M20/60
313004 FL Y 6M20/60
313005 CA Y 6M20/60
313013 CO Y 6M20/24
313030 SC N
313044 AZ Y 6M20/60
313053 CA Y 6M20/60
313083 OH Y 1POR/60
313173 GA Y 6M20/60
313179 IL N
313181 LA Y 6M20/60
313243 IL N
313254 PA N
313258 PA Y 6M20/24
313266 CA Y 6M20/60
313267 PA Y 6M20/60
313268 WV Y 1P20C/36
313273 CA Y 6M20/60
313280 CO Y 6M20/24
313281 PA Y 6M20/60
313295 IN Y 6M20/60
313299 AZ Y 6M20/60
313329 SC N
313373 FL Y 6M20/60
313374 NM N
313406 AZ Y 6M20/60
313418 CA Y 6M20/60
313458 OK Y 6M20/60
313462 CA N
313467 AZ Y 6M20/60
313487 CA Y 6M20/60
313496 TN Y 6M20/60
313499 TN Y 6M20/60
313517 LA Y 6M20/60
313551 MT Y 6M20/60
313552 OH Y 1POR/60
313571 NH Y 6M20/60
313610 AZ Y 6M20/24
313611 IN Y 6M20/60
313636 OH Y 1POR/60
313701 MI Y 1P20C/36
313737 IL N
313822 WV Y 1P20/36
313825 CA Y 6M20/60
313829 CA Y 6M20/60
313861 OH Y 1POR/60
313865 OH Y 1POR/60
313871 AZ Y 6M20/60
313890 GA Y 6M20/60
313914 AZ Y 6M20/60
313920 CA Y 6M20/60
313921 NV Y 6M20/60
313922 UT Y 6M20/60
313930 OH Y 1POR/60
313959 FL Y 6M20/60
313960 CA Y 6M20/60
313991 SC N
314047 LA Y 6M20/60
314083 IL N
314086 OR Y 6M20/36
314094 WA Y 6M20/60
314104 WA Y 6M20/60
314118 AR Y 6M20/60
314156 AR Y 6M20/60
314161 AR Y 6M20/60
314194 LA Y 6M20/60
314245 ID Y 6M20/24
314280 WI Y 2M20/36
314335 TN Y 6M20/60
314338 OH Y 1P20/60
314341 MO N
314353 LA N
314362 MN Y 2O2REF/42
314363 PA N
314368 FL Y 6M20/60
314381 PA N
314387 PA N
314406 IL N
314412 OK Y 6M20/60
314448 GA Y 6M20/60
314455 FL Y 6M20/60
314491 PA N
314493 CA Y 6M20/60
314495 FL Y 6M20/60
314502 MN Y 2O2REF/42
314524 IN Y 6M20/60
314528 WV Y 1P20C/36
314600 PA Y 6M20/60
314611 OK Y 6M20/60
314621 OK Y 6M20/60
314659 OR Y 6M20/60
314664 PA Y 6M20/60
314672 PA N
314688 HI Y 6M20/60
314719 MI Y 1P20/36
314722 MO Y 2PAV6/60
314754 WA Y 6M20/60
314782 GA Y 6M20/36
314791 CA Y 6M20/60
314824 VA Y 1P20C/60
314833 PA N
314898 CA Y 6M20/60
314903 LA Y 6M20/60
314932 PA Y 6M20/60
315058 CA Y 6M20/36
315075 FL Y 6M20/60
315094 WA Y 6M20/36
315095 IL N
315114 IL N
315128 CA Y 6M20/60
315133 PA Y 6M20/12
315220 CA Y 6M20/60
315246 SC N
315249 CA Y 6M20/60
315296 OR Y 6M20/60
315297 OR Y 6M20/24
315344 FL Y 6M20/60
315429 CA Y 6M20/60
315608 IL N
315643 MS Y MISS/60
315645 PA Y 6M20/60
315664 NC N
315700 NC N
315738 AZ Y 6M20/60
315777 CA Y 6M20/60
315810 IL N
315874 PA Y 6M20/60
315923 NC N
315950 OR Y 6M20/60
316028 WV Y 1P20C/36
316040 GA Y 6M20/60
316062 WI Y 6M20/60
316079 NV Y 6M20/60
316098 MN Y 2O2REF/42
316110 OK Y 6M20/60
316195 MS Y MISS/60
316198 CA Y 6M20/60
316276 IL N
316279 MO Y 2PAV6/60
316298 OH Y 1POR/60
316301 OK Y 6M20/60
316322 WV Y 1P20C/36
316329 OH Y 1POR/60
316338 IL N
316415 SC Y 6M20/60
316456 OH Y 1POR/60
316471 UT Y 6M20/60
316506 NC N
316552 KS N
316561 MI Y 1P20C/36
316632 FL Y 6M20/60
316633 IL N
316685 CA Y 6M20/60
316701 OH Y 1POR/60
316774 PA Y 6M20/60
316782 GA Y 6M20/60
316788 PA Y 6M20/60
316812 WA Y 6M20/36
316817 WA Y 6M20/60
316888 MS Y MISS/12
316922 WA Y 6M20/60
316973 FL Y 6M20/60
316976 NC N
317003 PA N
317035 MN Y 2O2REF/24
317106 CA Y 6M20/60
317108 CA Y 6M20/60
317131 CA Y 6M20/60
317206 PA Y 6M20/60
317297 AZ Y 6M20/60
317399 MO Y 2PAV/60
317403 MO Y 2PAV/60
317433 FL Y 6M20/60
317450 IN N
317494 CA Y 6M20/60
317510 CA Y 6M20/60
317524 WA Y 6M20/60
317708 FL Y 6M20/60
317779 FL Y 6M20/60
317792 TN Y 6M20/60
317825 CA Y 6M20/60
317845 FL Y 6M20/60
317855 WA Y 6M20/60
317900 CA Y 6M20/60
317951 FL Y 6M20/60
317958 CA Y 6M20/20
317982 NJ N
317989 NJ N
318119 CA Y 6M20/60
318183 WA Y 6M20/60
318190 OK Y 6M20/60
318275 OR Y 6M20/60
318276 PA Y 6M20/60
318296 CA Y 6M20/60
318330 OH Y 1POR/60
318582 CA Y 6M20/60
318588 MI Y 1P20C/36
318633 CA Y 6M20/60
318670 LA Y 6M20/60
318685 CA Y 6M20/60
318919 AZ Y 6M20/60
319109 GA Y 6M20/60
319249 GA Y 6M20/60
319497 GA Y 6M20/60
319517 GA Y 6M20/60
319612 AR Y 6M20/60
319616 TN Y 6M20/60
285086 FL Y 6M20/60
285340 TX N
286763 TX N
288425 OH Y 1P20/60
289555 TX N
289743 IN Y 2PBAL/60
290002 UT Y 6M20/36
290089 TX N
290464 TX N
291255 CA Y 6M20/60
292075 MS Y MISS/60
292343 TX N
292704 LA Y 6M20/60
292834 RI Y 2PBAL/12
292982 CA Y 6M20/60
293063 TX N
293648 TX N
293720 TX N
294173 GA Y 6M20/60
294810 TX N
295056 TX N
295058 TX N
295195 TX N
295865 TX N
295918 TX N
296042 CA Y 6M20/60
296272 ID Y 6M20/36
296334 CA Y 6M20/60
296373 TX N
296467 WI Y 2M20/60
296811 AR Y 6M20/60
296996 AZ Y 6M20/60
297355 TX N
297431 TX N
297455 CA Y 6M20/60
297481 TX N
297506 CA Y 6M20/60
297524 TX N
297683 FL Y 6M20/60
298395 TX N
298424 TX N
298446 TX N
298465 TX N
298632 TX N
298666 TX N
298683 CA Y 6M20/60
298745 TX N
298822 TX N
298872 TX N
298901 TX N
298948 RI Y 2PBAL/12
299203 TX N
299230 TX N
299243 TX N
299246 TX N
299248 TX N
299306 CA Y 6M20/60
299349 TX N
299372 UT N
299419 TX N
299537 PA N
299568 WA Y 6M20/60
299692 TX N
299840 FL Y 6M20/60
299996 TX N
300024 MI Y 1P20C/36
300222 GA Y 6M20/36
300373 TX N
300463 TX N
300482 CA Y 6M20/60
300811 TX N
300886 TX N
300959 TX N
301036 TX N
301115 CA Y 6M20/60
301142 TX N
301268 TX N
301367 TX N
301372 TX N
301456 IN Y 6M20/60
301483 TX N
301508 TX N
301512 TX N
301559 GA Y 6M20/60
301579 TX N
301582 TX Y 6M20/60
301593 TX N
301626 TX N
301628 HI Y 6M20/36
301745 CA Y 6M20/60
301846 MS Y MISS/60
301865 OK Y 6M20/60
301898 FL Y 6M20/60
301924 CA Y 6M20/36
301936 IL N
301958 MI Y 1P20C/36
302067 WA Y 6M20/60
302087 CA Y 6M20/36
302168 TX N
302178 TX N
302186 TX N
302221 TX N
302316 LA Y 6M20/60
302376 GA Y 6M20/60
302494 AZ Y 6M20/60
302531 TX N
302586 TX N
302630 TX N
302821 TX N
302830 TX N
302877 TX N
302923 OH Y 1POR/60
302926 TX N
302983 OH Y 1POR/60
303220 WI Y 2M20/60
303277 TX N
303375 TX N
303398 TX N
303407 TX N
303479 FL Y 6M20/60
303531 CA Y 6M20/60
303554 FL Y 6M20/60
303555 OH Y 1POR/60
303573 TX N
303647 PA N
303729 NV Y 6M20/60
303733 CA Y 6M20/60
303735 MD N
303756 AZ Y 6M20/60
303790 OH Y 1POR/60
303794 LA Y 6M20/60
303859 FL Y 6M20/60
303861 TX N
303871 TX N
303909 TX N
303980 CA Y 6M20/36
304108 TX N
304112 NM N
304256 TX N
304287 TX N
304343 CA Y 6M20/24
304386 TX N
304533 GA Y 6M20/24
304562 TX N
304664 AR Y 6M20/60
304679 TX N
304700 TX N
304735 MI Y 1P20C/36
304763 TX N
304915 CO Y 6M20/60
304943 FL Y 6M20/60
305067 CA N
305116 TX N
305203 TX N
305259 TX N
305276 TX N
305291 MI Y 1P20C/36
305419 TX N
305425 TX N
305460 CA Y 6M20/60
305589 VA Y 6M20/60
305601 TX N
305642 TX N
305678 FL Y 6M20/60
305721 CA Y 6M20/60
305724 PA Y 6M20/60
305843 TX N
305955 PA N
306007 TX N
306050 CA Y 6M20/12
306051 TN Y 6M20/60
306061 NC N
306087 CA Y 6M20/60
306098 CA Y 6M20/60
306122 CA Y 6M20/60
306269 MN Y 202REF/42
306377 CA Y 6M20/36
306552 TX N
306678 TX N
306903 NV Y 6M20/24
306957 TX N
307014 CA Y 6M20/60
307053 GA Y 6M20/36
307057 PA N
307066 SC N
307152 TX N
307208 CA Y 6M20/60
307255 GA Y 6M20/36
307269 NC N
307280 CA Y 6M20/60
307293 SC Y 6M20/60
307297 FL Y 6M20/60
307322 TN Y 6M20/60
307338 GA Y 6M20/60
307379 CA Y 6M20/60
307500 FL Y 6M20/60
307556 CA Y 6M20/60
307586 CO Y 6M20/24
307672 AZ Y 6M20/60
307691 CA Y 6M20/36
307703 FL Y 6M20/60
307792 OH Y 1POR/60
307902 NV Y 6M20/60
307937 TX N
307939 TX N
307997 TX N
308003 TX N
308143 IN Y 6M20/24
308258 TX N
308306 PA Y 6M20/24
308347 TN Y 6M20/60
308360 CA Y 6M20/60
308479 GA Y 6M20/60
308496 TX N
308526 TX N
308534 TX N
308567 IL N
308587 TX N
308629 IN Y 6M20/60
308678 CT Y 6M20/60
308679 TX N
308680 TX N
308692 TX N
308715 TX N
308717 TX N
308850 TX N
308857 TX N
308865 TX N
308882 TX N
308904 OK Y 6M20/60
308906 OK Y 6M20/60
309118 MS Y MISS/60
309129 FL Y 6M20/60
309175 OH Y 1POR/60
309201 IL N
309267 TX N
309326 TX N
309352 TX N
309357 TX N
309397 NC N
309432 TX N
309436 CA Y 6M20/24
309568 TX N
309574 TX N
309611 TX N
309732 PA N
309891 WA Y 6M20/60
309900 TX N
309920 NM N
309967 CA Y 6M20/60
309990 CO Y 6M20/60
310010 CA Y 6M20/60
310087 TX N
310225 TX N
310252 SC N
310273 TX N
310278 TX N
310284 TX N
310300 TX N
310309 TN Y 6M20/60
310322 TX N
310411 CA Y 6M20/12
310511 TX N
310562 PA Y 6M20/60
310649 GA Y 6M20/60
310671 IL N
310732 GA Y 6M20/60
310757 WA Y 6M20/60
310778 NC N
310866 CA Y 6M20/36
310911 PA N
310987 FL Y 6M20/60
311032 CA Y 6M20/60
311120 TX N
311278 TN Y 6M20/60
311288 TX N
311358 WY Y 6M20/60
311436 TX N
311481 MI Y 1P20C/36
311569 NC Y 6M20/60
311594 CA Y 6M20/60
311717 AR Y 6M20/60
311792 OH Y 1POR/60
311871 PA N
311878 TX N
312076 ME N
312128 IL N
312156 NC N
312192 CA Y 6M20/60
312284 TX N
312362 ME N
312718 TX N
312759 CA Y 6M20/24
312822 TX N
312830 TX N
312857 FL Y 6M20/60
313169 CA Y 6M20/60
313261 TX N
313265 TX N
313409 CA Y 6M20/60
313689 TX N
313794 TX N
313926 TX N
313966 CA Y 6M20/60
313982 TX N
314142 TX N
314265 CA N
314359 TX N
314395 TX N
314792 TX N
314828 IL N
315387 MT Y 6M20/60
315411 TX N
315620 CA Y 6M20/60
315741 CA Y 6M20/60
316031 TX N
316033 TX N
316169 CA Y 6M20/60
316181 TX N
316351 OH Y 1POR/60
316397 CA Y 6M20/60
316500 TX N
316590 WA Y 6M20/60
316764 TX N
317007 CA Y 6M20/60
317552 TX N
317592 TX N
318121 CA Y 6M20/60
319516 OH Y 1POR/60
<PAGE>
<TABLE>
EXHIBIT M-2
PREPAYMENT PENALTIES FOR BNC MORTGAGE LOANS
BNC PREPAYMENT PENALTY INFORMATION
<CAPTION>
loan_nbr prop_state prepay_pen Description 1
-------- ---------- ---------- -------------
<S> <C> <C> <C>
2416659 FL Y 5 YRS. 6 MOS ADV INT ON EXCESS OF 20% OF ORIG PRIN.
2416675 IN Y 5 YRS. 6 MOS ADV INT ON EXCESS OF 20% OF ORIG PRIN.
2416741 VA Y 3 YRS. 1% OF THE AMT OF PREPAYMENT.
2420966 SC N
2421204 MO Y 3 YEARS
2425353 GA Y 5 YRS. 6 MOS ADV INT ON EXCESS OF 20% OF ORIG PRIN.
2425379 MO Y 3 YRS.: 2% OF OUTSTANDING PRIN. BAL. OF NOTE AT TIME OF FULL
2425528 MA Y 1 YR.: BAL. OF 1ST YRS. INT. OR 3 MOS. INT., WHICHEVER IS LESS.
2425650 MI Y 3 YRS. 1% OF THE AMT OF PREPAYMENT.
2425668 MI Y 3 YRS.: 1% OF THE AMT. OF PREPAYMENT.
2425676 MI Y 3 YRS. 1% OF THE AMT OF PREPAYMENT/FULL OR PARTIAL.
2425767 HI Y 5 YEARS
2425908 FL Y 5 YRS. 6 MOS INT ON EXCESS OF 20% OF ORIG PRIN.
2426005 CA Y 5 YRS. 6 MOS ADV INT ON EXCESS OF 20% OF ORIG PRIN.
2426021 CA Y 5 YRS. 6 MOS ADV INT ON EXCESS OF 20% OF ORIG PRIN.
2426039 MO Y 5 YRS.: 2% OF OUTSTANDING PRIN. BAL. OF NOTE AT TIME OF FULL
2426054 OK Y 5 YRS.: 6 MOS. ADV. INT. ON EXCESS OF 20% OF ORIG. PRIN.
2432177 WI N
2432235 RI N
2432326 CA Y 5 YRS.: 6 MOS. ADV. INT. ON EXCESS OF 20% OF ORIG. PRIN.
2432342 CA Y 5 YRS.: 6 MOS. ADV. INT. ON EXCESS OF 20% OF ORIG. PRIN.
2432359 OK Y 3 YRS.: 6 MOS. ADV. INT. ON EXCESS OF 20% OF ORIG. PRIN.
2437291 KS Y 6 MOS
2437465 VA Y 3 YEARS
2442580 MD N
2442630 IL N
2442655 OH Y 5 YRS.: 1% OF ORIG. PRIN. BAL. OF NOTE ON FULL PREPAYMENT OR
2442697 MI Y 3 YRS.: 1% OF THE AMT. OF PREPAYMENT.
2442739 IN Y 5 YRS.: 6 MOS. ADV. INT. ON EXCESS OF 20% OF ORIG. PRIN.
2442820 TN Y 5 YRS.: 6 MOS. ADV. INT. ON EXCESS OF 20% OF ORIG. PRIN.
2448678 DC Y 5 YEARS
2448751 OH Y 3 YEARS
2448850 NY N 1 YEAR
2448876 FL Y 5 YEARS
2448884 FL Y 5 YEARS
2448900 FL Y 5 YEARS
2449015 LA Y 5 YEARS
2455186 NM N
2455236 OH Y 3 YRS.: 1% OF ORIG. PRIN. AMT. OF NOTE ON FULL PREPAYMENT.
2455244 IL N
2455319 CA Y 5 YRS.: 6 MOS. ADV. INT. ON EXCESS OF 20% OF ORIG. PRIN.
2455350 FL Y 5 YRS.: 6 MOS. ADV. INT. ON EXCESS OF 20% OF ORIG. PRIN.
2455400 CA Y 5 YRS.: 6 MOS. ADV. INT. ON EXCESS OF 20% OF ORIG. PRIN.
2462257 MI Y 3 YRS.: 1% OF THE AMT. OF PREPAYMENT.
2462273 HI Y 5 YRS.: 6 MOS. ADV. INT. ON EXCESS OF 20% OF ORIG. PRIN.
2468627 MA Y IF WITHIN 1ST YR PAY LESSER OF BAL OF 1ST YRS INT OR 3 MOS INT
2470565 GA Y 5 YRS.: 6 MOS. ADV. INT. ON EXCESS OF 20% OF ORIG. PRIN.
2470599 OH Y 3 YEARS
2470656 OH Y 3 YRS.: 1% OF THE ORIG. PRIN. BAL. OF NOTE AT TIME OF FULL
2470664 NC N
2470698 FL N
2470771 CA Y 5 YRS.: 6 MOS. ADV. INT. ON EXCESS OF 20% OF ORIG. PRIN.
2476752 MA Y 3 YRS.: 3 MOS. INT. ON FULL PREPAYMENT FOR PURPOSE OF REFINANCE
2476760 IL N
2476893 KY Y 5 YRS.: 5 YRS.: 5% OF OUTSTANDING PRIN. BAL. OF LOAN.
2476943 CT Y 3 YRS.: IN THE EVENT MAKER PREPAYS ANY PORTION OF OUTSTANDING
2483972 MI Y 3 YRS.: 1% OF THE AMT. OF PREPAYMENT.
2492536 MA Y 1 YEAR
2492668 TN Y 5 YRS. 6 MOS ADV INT ON EXCESS OF 20% OF ORIG PRIN/FULL OR PARTIAL.
2494326 MI Y 3 YRS.: 1% OF THE AMT. OF PREPAYMENT.
2494417 MI N
2498673 MA Y 1ST YR, PAY LESSER OF BAL OF 1ST YRS INT OR 3 MOS INT UNLESS RE
2498699 MA Y
2498756 MI Y 3 YRS. 1% OF THE AMT OF PREPAYMENT/FULL OR PARTIAL.
2499010 GA Y 5 YRS. 6 MOS ADV INT ON EXCESS OF 20% OF ORIG PRIN/FULL OR PARTIAL.
2501393 GA Y 5 YRS.: 6 MOS. ADV. INT. ON EXCESS OF 20% OF ORIG. PRIN.
2501435 GA Y 5 YRS.: 6 MOS. ADV. INT. ON EXCESS OF 20% OF ORIG. PRIN.
2501468 MA N 3 YRS.: 3 MOS. INT. AT WHEN PAID IN FULL. NO PREPAY FEE ON
2501609 IL N
2501633 OH Y 3 YRS.: 1% OF ORIG. PRIN. AMT. OF NOTE AT TIME OF FULL PREPAY.
2501666 NC N
2501732 MI Y 3 YRS.: 1% OF THE AMT. OF PREPAYMENT.
2501765 MI Y 3 YRS.: 1% OF THE AMT. OF PREPAYMENT.
2501773 MI Y 3 YRS.: 1% OF THE AMT. OF PREPAYMENT.
2501781 MI Y 3 YRS.: 1% OF THE AMT. OF PREPAYMENT.
2501906 FL Y 5 YRS.: 6 MOS. ADV. INT. ON EXCESS OF 20% OF ORIG. PRIN.
2501989 TN Y 5 YRS.: 6 MOS. ADV. INT. ON EXCESS OF 20% OF ORIG. PRIN.
2502128 CA Y 5 YRS.: 6 MOS. ADV. INT. ON EXCESS OF 20% OF ORIG. PRIN.
2502151 OK Y 5 YRS.: 6 MOS. ADV. INT. ON EXCESS OF 20% OF ORIG. PRIN.
2503936 IA N
2505451 OH Y 3 YRS.: 1% OF THE ORIG. PRIN. AMT. OF NOTE AT TIME OF FULL
2505469 CT Y 3 YRS.: 5% OF THE OUTSTANDING PRIN. PREPAID.
2505485 IN Y 1 YR.: 5% OF PRIN. BAL. PREPAID ON FULL PREPAYMENT. NO PREPAY
2505501 CO N
2505550 MI Y 3 YRS.: 1% OF THE AMT. OF PREPAYMENT.
2505667 PA Y 5 YRS.: 6 MOS. ADV. INT. ON EXCESS OF 20% OF ORIG. PRIN.
2505717 CA Y 5 YRS.: 6 MOS. ADV. INT. ON EXCESS OF 20% OF ORIG. PRIN.
2513299 MA Y IF WITHIN 1ST YR PAY LESSER OF BAL OF 1ST YRS INT OR 3 MOS INT/
2513398 MI Y 3 YRS. 1% OF THE AMT OF PREPAYMENT/FULL OR PARTIAL.
2513554 CA Y 5 YRS. 6 MOS ADV INT ON EXCESS OF 20% OF ORIG PRIN/FULL OR PARTIAL.
2515096 FL N
2515138 AK Y 2 YRS.: 6 MOS. ADV. INT. ON EXCESS OF 20% OF ORIG. PRIN.
2515575 MD N
2515716 IL Y 3 YEARS
2515799 FL Y 5 YRS.: 6 MOS. ADV. INT. ON EXCESS OF 20% OF ORIG. PRIN.
2515823 HI Y 3 YRS.: 6 MOS. ADV. INT. ON EXCESS OF 20% OF ORIG. PRIN.
2515922 MI Y 3 YRS.: 1% OF THE ORIG. PRIN. AMT. OF NOTE ON EXCESS OF 20% OF
2515971 LA N
2516011 VA Y 3 YRS.: 2% OF THE AMT. OF PREPAYMENT.
2519643 MI Y 3 YRS. 1% OF THE AMT OF PREPAYMENT/FULL OR PARTIAL.
2519676 HI Y 5 YRS. 6 MOS ADV INT ON EXCESS OF 20% OF ORIG PRIN/FULL OR PARTIAL.
2523439 OR Y 5 YRS. 6 MOS ADV INT ON EXCESS OF 20% OF ORIG PRIN/FULL OR PARTIAL.
2523546 CA N 5 YRS. 6 MOS ADV INT ON EXCESS OF 20% OF ORIG PRIN/FULL OR PARTIAL.
2528537 OH Y 3 YRS.: 1% OF THE ORIG. PRIN. AMT. OF THIS NOTE WHEN PREPAID
2537678 CA Y 5 YRS. 6 MOS ADV INT ON EXCESS OF 20% OF ORIG PRIN/FULL OR PARTIAL.
</TABLE>
<PAGE>
<TABLE>
EXHIBIT M-2
PREPAYMENT PENALTIES FOR BNC MORTGAGE LOANS (Cont'd)
BNC PREPAYMENT PENALTY INFORMATION
<CAPTION>
loan_nbr Description 2
-------- -------------
<S> <C>
2416659 2% OF THE OUTSTANDING PRIN BAL OF THE NOTE AT THE TIME OF THE
2416675
2416741 PREPAYMENT. NO PREPAY FEE ON PARTIAL PREPAYMENTS.
2420966 3 YRS.: 3 MOS. INT. WHEN REFI. WITH ANOTHER FIN. INST.
2421204
2425353
2425379
2425528 FULL OR PARTIAL PREPAY - 6 MOS ADV INT ON EXCESS OF 20% OF
2425650
2425668
2425676
2425767 PREPAYMENT. NO PREPAY FEE ON PARTIAL PREPAYMENTS.
2425908
2426005
2426021
2426039
2426054
2432177
2432235 FULL PREPAY OR IN CERTAIN CASES A PARTIAL PREPAY
2432326 FULL OR PARTIAL PREPAYS- 2% OF THE AMT OF THE PREPAY
2432342
2432359
2437291 REFINANCE. NO PREPAY FEE ON PARTIAL PREPAYMENTS.
2437465
2442580
2442630
2442655 FULL OR PARTIAL PREPAY - 2 MOS ADV INT ON THE AMT OF THE PREPAY REFI OR FULL
2442697 PREPAY-1% OF THE ORIG PRIN AMT OF THE NOTE FULL OR PARTIAL PREPAY- 6 MOS ADV INT
2442739 ON EXCESS OF 20% OF FULL OR PARTIAL PREPAY - 6 MOS ADV INT ON EXCESS OF 20% OF
2442820 FULL OR PARTIAL PREPAY-6 MOS ADV INT ON EXCESS OF 20% OF ORIG FULL OR PARTIAL
2448678 PREPAY - 6 MOS ADV INT ON EXCESS OF 20% OF FULL OR PARTIAL PREPAY- 6 MOS ADV INT
2448751 ON EXCESS OF 20% OF ORIG
2448850
2448876 NO PREPAY FEE ON PARTIAL PREPAYMENTS.
2448884
2448900
2449015
2455186
2455236
2455244
2455319 ON AMT PREPAID AT INT RATE AT TIME OF PREPAY UNLESS REFI WITH D
2455350
2455400 REFINANCE OR FULL PREPAY - 1% OF THE ORIG PRIN AMT OF THE NOTE
2462257 PREPAY. NO PREPAY FEE ON PARTIAL PREPAYMENTS.
2462273
2468627
2470565
2470599 WITH ANOTHER FIN. INST. NO PREPAY FEE ON PARTIAL PREPAYMENTS.
2470656
2470664
2470698 PRIN. BAL. AND ACCRUED INT. DURING 1ST 3 YRS., MAKER SHALL PAY
2470771
2476752 A SUM EQUAL TO THE BAL OF THE FIRST YEARS' INT OR 3 MOS' INT
2476760
2476893
2476943
2483972 FI WITH DIFF FINAN INST/FULL OR PARTIAL.
2492536
2492668
2494326
2494417
2498673
2498699 PARTIAL PREPAYMENTS.
2498756
2499010 NO PREPAY FEE ON PARTIAL PREPAYMENTS.
2501393
2501435
2501468
2501609
2501633
2501666
2501732
2501765
2501773
2501781
2501906 PREPAYMENT. NO PREPAY FEE ON PARTIAL PREPAYMENTS.
2501989
2502128 FEE ON PARTIAL PREPAYMENT.
2502151
2503936
2505451
2505469
2505485 FULL OR PARTIAL.
2505501
2505550
2505667
2505717
2513299
2513398 1ST YR = 3%, 2ND YR = 3%, 3RD YR = 3%
2513554
2515096 ORIG. PRIN.
2515138
2515575
2515716
2515799
2515823
2515922
2515971 IN FULL. NO PREPAY FEE ON PARTIAL PREPAYMENTS.
2516011
2519643
2519676
2523439
2523546
2528537
2537678
</TABLE>
<PAGE>
EXHIBIT N
DEPOSITORY AGREEMENT
<PAGE>
EXHIBIT O
[RESERVED]
<PAGE>
EXHIBIT P
MONTHLY INFORMATION DELIVERED BY SERVICER
1. The number and Principal Balances of all Mortgage Loans which were the
subject of Principal Prepayments during the related Collection Period.
2. The amount of all curtailments which were received during the related
Collection Period.
3. The aggregate amount of principal portion of all Monthly Payments received
during the related Collection Period.
4. The amount of interest received on the Mortgage Loans during the related
Collection Period.
5. The aggregate amount of the Advances made and recovered with respect to
such Distribution Date.
6. The delinquency and foreclosure information and the amount of Mortgage
Loan Losses during the related Collection Period.
7. The weighted average maturity, the weighted average Mortgage Interest Rate
and the weighted average Net Mortgage Rate as of the last day of the
Collection Period preceding of the related Interest Accrual Period.
8. The Servicing Fees paid and Servicing Fees accrued during the related
Collection Period.
9. The amount of all payments or reimbursements to the Servicer paid or to be
paid since the prior Distribution Date (or in the case of the first
Distribution Date, since the Closing Date).
10. The Pool Balance and aggregate Principal Balance of the Mortgage Loans.
11. The number of Mortgage Loans outstanding at the beginning and at the end
of the related Collection Period.
12. The aggregate interest accrued on the Mortgage Loans at their respective
Mortgage Interest Rates for the related Collection Period.
13. The amount deposited in the Collection Account which may not be withdrawn
therefrom pursuant to an Order of a United States Bankruptcy Court of
competent jurisdiction imposing a stay pursuant to Section 362 of U.S.
Bankruptcy Code.
14. The aggregate Realized Losses since the Cut-off Date as of the end of the
related Collection Period.
15. The LIBOR Carryover Amount for the Class A-1 Certificates, if any, with
respect to such Distribution Date.
16. The Overcollateralized Amount, the Targeted Overcollateralization Amount
and any Overcollateralization Deficiency, in each case after giving effect
to distributions on such Distribution Date.
<PAGE>
EXHIBIT Q
Officer's Certificate
PMAC IV Home Equity Asset Backed Certificates, Series 2000-HE-1
[Date]
Via Facsimile
The Chase Manhattan Bank, Trustee
450 W. 33rd Street, 14th Floor
New York, NY 10001
Pre-Payments
Dear Sir or Madam:
__________________ hereby certifies that he/she is an officer of the
Servicer, holding the office set forth beneath his/her name and hereby further
certifies as follows:
With respect to the Mortgage Loans, as the term is defined in the
Pooling and Servicing Agreement, set forth in the attached schedule:
(1) A Principal Prepayment in full was received during
the related Collection Period;
(2) Any prepayment penalty due under the terms of the Mortgage Note
with respect to such Principal Prepayment in full was received from the
mortgagor and deposited in the Collection Account; ____ Yes ____ No
(3) As to each Mortgage Loan so noted on the attached schedule, all
or part of the prepayment penalty required in connection with the Principal
Prepayment in full was waived based upon (Circle one): (i) the Servicer's
determination that such waiver would maximize recovery of Liquidation Proceeds
for such Mortgage Loan, taking into account the value of such prepayment
penalty, or (ii)(A) the enforceability thereof be limited (1) by bankruptcy
insolvency, moratorium, receivership, or other similar law relating to
creditors' rights generally or (2) due to acceleration in connection with a
foreclosure or other involuntary payment, or (B) the enforceability is otherwise
limited or prohibited by applicable law;
(4) We certify that all amounts due in connection with the waiver of
a prepayment penalty inconsistent with number 3 above which are required to be
deposited by the Servicer pursuant to Section 3.01 of the Pooling and Servicing
Agreement, have been or will be so deposited.
By [Servicer]
(Name)
Its: (Title)
<PAGE>
<PAGE>
