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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
Reported) April 13, 2000
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. (as depositor
under the Pooling and Servicing Agreement, dated as of March 1, 2000,
relating to the Bank One Mortgage-Backed Pass-Through Certificates,
Series 2000-1).
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
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(Exact name of registrant as specified in its charter)
Delaware 333-53115 13-3320910
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
Eleven Madison Avenue
New York, New York 10010
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Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (212) 325-2000
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<PAGE>
Item 5. Other Events.
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On March 30, 2000, Credit Suisse First Boston Mortgage Securities Corp.
entered into a Pooling and Servicing Agreement dated as of March 1, 2000 (the
"Pooling and Servicing Agreement"), by and among Credit Suisse First Boston
Mortgage Securities Corp., as depositor, Bank One, National Association, as
seller and servicer, HomeSide Lending Inc., as servicer and LaSalle Bank
National Association, as trustee. The Pooling and Servicing Agreement is
annexed hereto as Exhibit 1.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial
- ------- -----------------------------------------
Information and Exhibits.
------------------------
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
1. Pooling and Servicing Agreement
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP.
By: /s/ Kari Skilbred
-----------------------
Name: Kari Skilbred
Title: Vice President
Dated: April 13, 2000
<PAGE>
Exhibit Index
-------------
Exhibit Page
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1. Pooling and Servicing Agreement
<PAGE>
EXHIBIT 1
==============================================================================
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Depositor
BANK ONE, NATIONAL ASSOCIATION
Seller and Servicer
HOMESIDE LENDING, INC.
Servicer
LASALLE BANK NATIONAL ASSOCIATION
Trustee
-----------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 2000
-----------------------------------------
BANK ONE MORTGAGE-BACKED PASS-THROUGH CERTIFICATES,
SERIES 2000-1
==============================================================================
<PAGE>
<TABLE>
Table of Contents
Page
----
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
<S> <C>
SECTION 1.01 Definitions......................................................8
SECTION 1.02 Rules of Construction...........................................34
ARTICLE II
CONVEYANCE OF TRUST FUND; REPRESENTATIONS AND WARRANTIES
SECTION 2.01 Conveyance of Trust Fund........................................36
SECTION 2.02 Acceptance by Trustee...........................................38
SECTION 2.03 Representations, Warranties, and Covenants of the Seller........39
SECTION 2.04 Representations, Warranties, and Covenants of the Seller
with respect to the Mortgage Loans..............................42
SECTION 2.05 Issuance of Certificates........................................44
SECTION 2.06 REMIC Provisions................................................44
SECTION 2.07 Representations and Warranties of the Servicers.................49
SECTION 2.08 Representations and Warranties of the Depositor.................50
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
SECTION 3.01 Servicer to Service Mortgage Loans..............................51
SECTION 3.02 Sub-Servicing Agreements Between Servicer and
Sub-Servicers; Enforcement of Sub-Servicer's Obligations........52
SECTION 3.03 Liability of the Servicer.......................................53
SECTION 3.04 No Contractual Relationship Between Sub-Servicer and
Trustee or Certificateholders...................................53
SECTION 3.05 Collection of Mortgage Loan Payments............................53
SECTION 3.06 Establishment of Collection Account; Deposit in
Collection Account..............................................53
SECTION 3.07 Permitted Withdrawals from the Collection Account...............55
SECTION 3.08 Establishment of Escrow Account; Deposits in Escrow Account.....56
SECTION 3.09 Permitted Withdrawals from Escrow Account.......................56
SECTION 3.10 Payment of Taxes, Insurance, and Other Charges..................57
SECTION 3.11 Transfer of Accounts............................................57
SECTION 3.12 Year 2000 Compliance............................................57
SECTION 3.13 Maintenance of the Primary Insurance Policies...................57
SECTION 3.14 Maintenance of Standard Hazard Policies.........................58
SECTION 3.15 Fidelity Bond and Errors and Omissions Insurance................59
SECTION 3.16 Collections under Insurance Policies; Enforcement of
Due-On-Sale Clauses; Assumption Agreements......................59
SECTION 3.17 Income and Realization from Defaulted Mortgage Loans............60
SECTION 3.18 Trustee to Cooperate; Release of Mortgage Files.................61
SECTION 3.19 Servicing Compensation, Compensating Interest, and
Reimbursement of Advances.......................................63
SECTION 3.20 Annual Statement as to Compliance...............................64
SECTION 3.21 Annual Independent Public Accountants' Servicing Report.........64
SECTION 3.22 Access to Certain Documentation.................................65
SECTION 3.23 Trustee to Act as Servicer......................................65
SECTION 3.24 Servicer Not to Resign..........................................66
ARTICLE IV
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS
SECTION 4.01 Distributions...................................................66
SECTION 4.02 Distributions on REMIC I Regular Interests......................71
SECTION 4.03 Statements to Certificateholders................................72
SECTION 4.04 Remittance Reports; Advances....................................75
SECTION 4.05 Allocation of Extraordinary Trust Fund Expenses and
Realized Losses.................................................76
SECTION 4.06 Allocations of Losses to REMIC I Regular Interests..............78
SECTION 4.07 Compliance with Withholding Requirements........................80
SECTION 4.08 Prepayment Interest Shortfalls and Relief Act Shortfalls........80
SECTION 4.09 Reserve Fund....................................................80
ARTICLE V
THE CERTIFICATES
SECTION 5.01 The Certificates................................................81
SECTION 5.02 Registration of Transfer and Exchange of Certificates...........82
SECTION 5.03 Mutilated, Destroyed, Lost, or Stolen Certificates..............88
SECTION 5.04 Persons Considered Owners.......................................89
SECTION 5.05 Access to List of Certificateholders' Names and Addresses.......89
SECTION 5.06 Maintenance of Office or Agency.................................90
SECTION 5.07 Book-Entry Certificates.........................................90
SECTION 5.08 Notices to Clearing Agency......................................91
SECTION 5.09 Definitive Certificates.........................................91
ARTICLE VI
THE DEPOSITOR, THE SELLER, AND THE SERVICER
SECTION 6.01 Liabilities of the Depositor, Seller, and the Servicer..........91
SECTION 6.02 Merger or Consolidation of the Depositor, the Seller, or
the Servicer....................................................92
SECTION 6.03 Limitation on Liability of the Depositor, the Servicer,
and Others......................................................93
SECTION 6.04 Seller and Servicer May Own Certificates........................94
ARTICLE VII
DEFAULT
SECTION 7.01 Events of Default...............................................94
SECTION 7.02 Trustee to Act; Appointment of Successor........................96
SECTION 7.03 Notification to Certificateholders..............................98
SECTION 7.04 Waiver of Events of Default.....................................98
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01 Duties of Trustee...............................................98
SECTION 8.02 Certain Matters Affecting the Trustee..........................100
SECTION 8.03 Trustee Not Liable for Certificates or Mortgage Loans;
Indemnification of Trustee.....................................101
SECTION 8.04 Trustee May Own Certificates...................................101
SECTION 8.05 Trustee's Compensation and Expenses............................102
SECTION 8.06 Eligibility Requirements for Trustee...........................102
SECTION 8.07 Resignation and Removal of Trustee; Successor Trustee..........102
SECTION 8.08 Merger or Consolidation of Trustee.............................104
SECTION 8.09 Appointment of Co-Trustee or Separate Trustee..................104
SECTION 8.10 Office of the Trustee..........................................105
SECTION 8.11 Tax Returns, 1934 Act Reporting, Other Data....................105
ARTICLE IX
TERMINATION
SECTION 9.01 Termination upon Liquidation or Repurchase of all
Mortgage Loans.................................................106
SECTION 9.02 Procedure Upon Optional or Other Final Termination.............107
SECTION 9.03 Additional Termination Requirements............................108
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01 Amendment......................................................108
SECTION 10.02 Recordation of Agreement; Counterparts.........................110
SECTION 10.03 Governing Law..................................................110
SECTION 10.04 Intention of Parties...........................................110
SECTION 10.05 Notices........................................................112
SECTION 10.06 Severability of Provisions.....................................114
SECTION 10.07 Merger and Integration.........................................114
SECTION 10.08 Limitation on Rights of Certificateholders.....................114
SECTION 10.09 Certificates Nonassessable and Fully Paid......................115
EXHIBIT A-1 FORM OF CLASS A CERTIFICATE........................................A1-1
EXHIBIT A-2 FORM OF CLASS AX CERTIFICATE.......................................A2-1
EXHIBIT B FORM OF CLASS M CERTIFICATE...........................................B-1
EXHIBIT C FORM OF CLASS B CERTIFICATE...........................................C-1
EXHIBIT D FORM OF CLASS [R-I] AND [R-II] CERTIFICATE............................D-1
EXHIBIT E SCHEDULE OF MORTGAGE LOANS............................................E-1
EXHIBIT F-1 FORM OF INITIAL CERTIFICATION OF TRUSTEE...........................F1-1
EXHIBIT F-2 FORM OF CERTIFICATION OF TRUSTEE...................................F2-1
EXHIBIT G FORM OF REQUEST FOR RELEASE OF TRUSTEE MORTGAGE LOAN FILE.............G-1
EXHIBIT H-1 FORM OF INVESTOR REPRESENTATION LETTER.............................H1-1
EXHIBIT H-2 FORM OF TRANSFEROR REPRESENTATION LETTER...........................H2-1
EXHIBIT I FORM OF RULE 144A INVESTMENT REPRESENTATION...........................I-1
EXHIBIT J FORM OF INVESTOR TRANSFER AFFIDAVIT AND AGREEMENT.....................J-1
EXHIBIT K FORM OF TRANSFER CERTIFICATE..........................................K-1
EXHIBIT L MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES..........................L-1
EXHIBIT M DETERMINATION DATE SERVICER MORTGAGE LOAN FILE FORMAT.................M-1
</TABLE>
<PAGE>
This POOLING AND SERVICING AGREEMENT, dated as of March 1, 2000, among
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., a Delaware corporation,
as depositor (the "Depositor"), BANK ONE, NATIONAL ASSOCIATION, a national
banking association, as seller (in its capacity as seller, the "Seller") and a
servicer, HOMESIDE LENDING, INC., a Florida corporation, as a servicer, and
LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as trustee
(the "Trustee")
WITNESSETH THAT:
The Depositor, the Servicer, the Seller, and the Trustee agree as
follows.
PRELIMINARY STATEMENT
The Depositor intends to sell to the Seller the Certificates, to be
issued under this Agreement in multiple classes, which in the aggregate will
evidence the entire beneficial ownership interest in the Trust Fund created
under this Agreement.
As provided in this Agreement, the Trustee will elect to treat the
segregated pool of assets consisting of the Mortgage Loans and certain other
related assets subject to this Agreement as a REMIC for federal income tax
purposes, and the segregated pool of assets will be designated as "REMIC I."
The Class R-I Certificates will represent the sole class of "residual
interests" in REMIC I for purposes of the REMIC Provisions. The following
table irrevocably sets forth the designation, the REMIC I Remittance Rate, the
initial Uncertificated Balance and the latest possible maturity date for each
of the REMIC I Regular Interests. None of the REMIC I Regular Interests will
be certificated.
<TABLE>
<CAPTION>
Initial
REMIC I Uncertificated Latest Possible
Designation Remittance Rate Balance Maturity Date
- ------------------- --------------- -------------- ----------------
<S> <C> <C> <C>
LT-A-1 6.375% $38,323,000 March 16, 2015
LT-A-2 6.375% $197,910,000 March 16, 2015
LT-A-3 6.625% $69,409,000 March 16, 2015
LT-A-4 6.625% $264,928,000 March 16, 2015
LT-A-5 Variable(1) $27,193,000 March 16, 2015
LT-A-6 7.500% $33,785,000 March 16, 2015
LT-PO-1 0.0%(2) $276,538 March 16, 2015
LT-PO-2 0.0% (2) $1,713,890 March 16, 2015
LT-PO-3 0.0% (2) $94,754 March 16, 2015
LT-PO-4 0.0% (2) $479,232 March 16, 2015
LT-PO-6 0.0% (2) $432,049 March 16, 2015
LT-X-1 Variable(3) $39,590,143(4) March 16, 2015
LT-X-2 Variable(3) $204,742,601(4) March 16, 2015
LT-X-3 Variable(3) $71,285,952(4) March 16, 2015
LT-X-4 Variable(3) $272,212,760(4) March 16, 2015
LT-X-6 Variable(3) $35,095,093(4) March 16, 2015
LT-M1-1 6.375% $396,000 March 16, 2015
LT-M1-2 6.375% $2,047,000 March 16, 2015
LT-M1-3 6.625% $712,000 March 16, 2015
LT-M1-4 6.625% $2,722,000 March 16, 2015
LT-M1-5 Variable(1) $279,000 March 16, 2015
LT-M1-6 7.500% $351,000 March 16, 2015
LT-M2-1 6.375% $198,000 March 16, 2015
LT-M2-2 6.375% $1,024,000 March 16, 2015
LT-M2-3 6.625% $357,000 March 16, 2015
LT-M2-4 6.625% $1,361,000 March 16, 2015
LT-M2-5 Variable(1) $140,000 March 16, 2015
LT-M2-6 7.500% $176,000 March 16, 2015
LT-M3-1 6.375% $99,000 March 16, 2015
LT-M3-2 6.375% $512,000 March 16, 2015
LT-M3-3 6.625% $178,000 March 16, 2015
LT-M3-4 6.625% $680,000 March 16, 2015
LT-M3-5 Variable(1) $69,000 March 16, 2015
LT-M3-6 7.500% $87,000 March 16, 2015
LT-B1-1 6.375% $139,000 March 16, 2015
LT-B1-2 6.375% $716,000 March 16, 2015
LT-B1-3 6.625% $250,000 March 16, 2015
LT-B1-4 6.625% $953,000 March 16, 2015
LT-B1-5 Variable(1) $98,000 March 16, 2015
LT-B1-6 7.500% $123,000 March 16, 2015
LT-B2-1 6.375% $79,000 March 16, 2015
LT-B2-2 6.375% $410,000 March 16, 2015
LT-B2-3 6.625% $142,000 March 16, 2015
LT-B2-4 6.625% $545,000 March 16, 2015
LT-B2-5 Variable(1) $56,000 March 16, 2015
LT-B2-6 7.500% $70,000 March 16, 2015
LT-B3-1 6.375% $79,605 March 16, 2015
LT-B3-2 6.375% $409,711 March 16, 2015
LT-B3-3 6.625% $143,199 March 16, 2015
LT-B3-4 6.625% $544,528 March 16, 2015
LT-B3-5 Variable(1) $56,055 March 16, 2015
LT-B3-6 7.500% $71,044 March 16, 2015
</TABLE>
- ----------------------------
(1) For REMIC I Regular Interest LT-A-5, REMIC I Regular Interest LT-M1-5,
REMIC I Regular Interest LT-M2-5, REMIC I Regular Interest LT-M3-5,
REMIC I Regular Interest LT-B1-5, REMIC I Regular Interest LT-B2-5, and
REMIC I Regular Interest LT-B3-5 on any Distribution Date, the Weighted
Average Net Mortgage Rate of Sub-Pool 5 for the Distribution Date.
(2) REMIC I Regular Interest LT-PO-1, REMIC I Regular Interest LT-PO-2,
REMIC I Regular Interest LT-PO-3, REMIC I Regular Interest LT-PO-4, and
REMIC I Regular Interest LT-PO-6 do not accrue interest.
(3) For REMIC I Regular Interest LT-X-1 and any Distribution Date, the
weighted average of the excess of the Net Mortgage Rate of each
Mortgage Loan in Sub-Pool 1 as of the commencement of the related Due
Period over 6.375% per annum. For REMIC I Regular Interest LT-X-2 and
any Distribution Date, the weighted average of the excess of the Net
Mortgage Rate of each Mortgage Loan in Sub-Pool 2 as of the
commencement of the related Due Period over 6.375% per annum. For REMIC
I Regular Interest LT-X-3 and any Distribution Date, the weighted
average of the excess of the Net Mortgage Rate of each Mortgage Loan in
Sub-Pool 3 as of the commencement of the related Due Period over 6.625%
per annum. For REMIC I Regular Interest LT-X-4 and any Distribution
Date, the weighted average of the excess of the Net Mortgage Rate of
each Mortgage Loan in Sub-Pool 4 as of the commencement of the related
Due Period over 6.625% per annum. For REMIC I Regular Interest LT-X-6
and any Distribution Date, the weighted average of the excess of the
Net Mortgage Rate of each Mortgage Loan in Sub-Pool 6 as of the
commencement of the related Due Period over 7.5% per annum.
(4) For any Distribution Date, REMIC I Regular Interest LT-X-1 will have a
notional balance equal to the aggregate principal balance of the
Sub-Pool 1 Mortgage Loans, REMIC I Regular Interest LT-X-2 will have a
notional balance equal to the aggregate principal balance of the
Sub-Pool 2 Mortgage Loans, REMIC I Regular Interest LT-X-3 will have a
notional balance equal to the aggregate principal balance of the
Sub-Pool 3 Mortgage Loans, REMIC I Regular Interest LT-X-4 will have a
notional balance equal to the aggregate principal balance of the
Sub-Pool 4 Mortgage Loans, and REMIC I Regular Interest LT-X-6 will
have a notional balance equal to the aggregate principal balance of the
Sub-Pool 6 Mortgage Loans.
As provided in this Agreement, the Trustee will elect to treat the
segregated pool of assets consisting of the REMIC I Regular Interests as a
REMIC for federal income tax purposes, and this segregated pool of assets as
"REMIC II." The Class R-II Certificates will evidence the sole class of
"residual interests" in REMIC II for purposes of the REMIC Provisions. The
following table irrevocably sets forth the designation, the Pass-Through Rate,
the aggregate initial Certificate Principal Balance or Component Balance of
the Certificates of a Class or Components that make up a Certificate, and the
latest possible maturity date for each of the Classes of Certificates or their
Components representing "regular interests" in REMIC II.
<TABLE>
<CAPTION>
Initial Certificate
Pass-Through Principal Balance or Latest Possible Maturity
Designation Rate Component Balance Date
- -------------------- --------------- -------------------- ------------------------
<S> <C> <C> <C>
Class 1A 6.375% $38,323,000 March 16, 2015
Class 2A 6.375% $197,910,000 March 16, 2015
Class 3A 6.625% $69,409,000 March 16, 2015
Class 4A 6.625% $264,928,000 March 16, 2015
Class 5A Variable(1) $27,193,000 March 16, 2015
Class 6A 7.500% $33,785,000 March 16, 2015
Class 7AX (2) $2,996,463(3) March 16, 2015
Class M-1 Variable(4) $6,507,000 March 16, 2015
Class M-2 Variable(5) $3,256,000 March 16, 2015
Class M-3 Variable(6) $1,625,000 March 16, 2015
Class B-1 Variable(7) $2,279,000 March 16, 2015
Class B-2 Variable(8) $1,302,000 March 16, 2015
Class B-3 Variable(9) $1,304,142 March 16, 2015
</TABLE>
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(1) For Class 5A, the Weighted Average Net Mortgage Rate of Sub-Pool 5 for
the Distribution Date.
(2) The Class 7AX Certificates are comprised of Component PO-1, Component
PO-2, Component PO-3, Component PO-4, Component PO-6, Component X-1,
Component X-2, Component X-3, Component X-4, and Component X-6. None of
Component PO-1, Component PO-2, Component PO-3, Component PO-4, or
Component PO-6 bears interest. For Component X-1 and any Distribution
Date, the excess of the Weighted Average Net Mortgage Rate of Sub-Pool
1 as of the commencement of the related Due Period over 6.375% per
annum. For Component X-2 and any Distribution Date, the excess of the
Weighted Average Net Mortgage Rate of Sub-Pool 2 as of the commencement
of the related Due Period over 6.375% per annum. For Component X-3 and
any Distribution Date, the excess of the Weighted Average Net Mortgage
Rate of Sub-Pool 3 as of the commencement of the related Due Period
over 6.625% per annum. For Component X-4 and any Distribution Date, the
excess of the Weighted Average Net Mortgage Rate of Sub-Pool 4 as of
the commencement of the related Due Period over 6.625% per annum. For
Component X-6 and any Distribution Date, the excess of the Weighted
Average Net Mortgage Rate of Sub-Pool 6 as of the commencement of the
related Due Period over 7.5% per annum. Each of Component PO-1,
Component PO-2, Component PO-3, Component PO-4, Component PO-6,
Component X-1, Component X-2, Component X-3, Component X-4, and
Component X-6 are REMIC regular interests for federal income tax
purposes.
(3) For any Distribution Date, the Class 7AX will have a Certificate
Principal Balance equal to the aggregate Component Balance of
Components PO-1, PO-2, PO-3, PO-4, and PO-6. For any Distribution Date,
Component X-1 will have a notional balance equal to the aggregate
principal balance of the Sub-Pool 1 Mortgage Loans, Component X-2 will
have a notional balance equal to the aggregate principal balance of the
Sub-Pool 2 Mortgage Loans, Component X-3 will have a notional balance
equal to the aggregate principal balance of the Sub-Pool 3 Mortgage
Loans, Component X-4 will have a notional balance equal to the
aggregate principal balance of the Sub-Pool 4 Mortgage Loans, and
Component X-6 will have a notional balance equal to the aggregate
principal balance of the Sub-Pool 6 Mortgage Loans.
(4) The Class M-1 Certificates will be comprised of the following
components, each of which shall be a separate REMIC regular interest
for federal income tax purposes: (1) Component M1 having an initial
principal balance equal to the sum of the principal balances of REMIC I
Regular Interest LT-M1-1, REMIC I Regular Interest LT-M1-2, REMIC I
Regular Interest LT-M1-3, REMIC I Regular Interest LT-M1-4, REMIC I
Regular Interest LT-M1-5, and REMIC I Regular Interest LT-M1-6, and
bearing interest at a rate equal to the lesser of 6.375% and the
Weighted Average Net Mortgage Rate of Sub-Pool 5, (2) Component M1-1
having a notional principal balance equal to the principal balance of
REMIC I Regular Interest LT-M1-1 and bearing interest at a rate equal
to the excess of 6.375% over the lesser of 6.375% and the Weighted
Average Net Mortgage Rate of Sub-Pool 5, (3) Component M1-2 having a
notional principal balance equal to the principal balance of REMIC I
Regular Interest LT-M1-2 and bearing interest at a rate equal to the
excess of 6.375% over the lesser of 6.375% and the Weighted Average Net
Mortgage Rate of Sub-Pool 5, (4) Component M1-3 having a notional
principal balance equal to the principal balance of REMIC I Regular
Interest LT-M1-3 and bearing interest at a rate equal to the excess of
6.625% over the lesser of 6.375% and the Weighted Average Net Mortgage
Rate of Sub-Pool 5, (5) Component M1-4 having a notional principal
balance equal to the principal balance of REMIC I Regular Interest
LT-M1-4 and bearing interest at a rate equal to the excess of 6.625%
over the lesser of 6.375% and the Weighted Average Net Mortgage Rate of
Sub-Pool 5, (6) Component M1-5 having a notional principal balance
equal to the principal balance of REMIC I Regular Interest LT-M1-5 and
bearing interest at a rate equal to the excess of the Weighted Average
Net Mortgage Rate for Sub-Pool 5 over the lesser of 6.375% and the
Weighted Average Net Mortgage Rate of Sub-Pool 5, and (7) Component
M1-6 having a notional principal balance equal to the principal balance
of REMIC I Regular Interest LT-M1-6 and bearing interest at a rate
equal to the excess of 7.500% over the lesser of 6.375% and the
Weighted Average Net Mortgage Rate of Sub-Pool 5.
(5) The Class M-2 Certificates will be comprised of the following
components, each of which shall be a separate REMIC regular interest
for federal income tax purposes: (1) Component M2 having an initial
principal balance equal to the sum of the principal balances of REMIC I
Regular Interest LT-M2-1, REMIC I Regular Interest LT-M2-2, REMIC I
Regular Interest LT-M2-3, REMIC I Regular Interest LT-M2-4, REMIC I
Regular Interest LT-M2-5, and REMIC I Regular Interest LT-M2-6, and
bearing interest at a rate equal to the lesser of 6.375% and the
Weighted Average Net Mortgage Rate of Sub-Pool 5, (2) Component M2-1
having a notional principal balance equal to the principal balance of
REMIC I Regular Interest LT-M2-1 and bearing interest at a rate equal
to the excess of 6.375% over the lesser of 6.375% and the Weighted
Average Net Mortgage Rate of Sub-Pool 5, (3) Component M2-2 having a
notional principal balance equal to the principal balance of REMIC I
Regular Interest LT-M2-2 and bearing interest at a rate equal to the
excess of 6.375% over the lesser of 6.375% and the Weighted Average Net
Mortgage Rate of Sub-Pool 5, (4) Component M2-3 having a notional
principal balance equal to the principal balance of REMIC I Regular
Interest LT-M2-3 and bearing interest at a rate equal to the excess of
6.625% over the lesser of 6.375% and the Weighted Average Net Mortgage
Rate of Sub-Pool 5, (5) Component M2-4 having a notional principal
balance equal to the principal balance of REMIC I Regular Interest
LT-M2-4 and bearing interest at a rate equal to the excess of 6.625%
over the lesser of 6.375% and the Weighted Average Net Mortgage Rate of
Sub-Pool 5, (6) Component M2-5 having a notional principal balance
equal to the principal balance of REMIC I Regular Interest LT-M2-5 and
bearing interest at a rate equal to the excess of the Weighted Average
Net Mortgage Rate for Sub-Pool 5 over the lesser of 6.375% and the
Weighted Average Net Mortgage Rate of Sub-Pool 5, and (7) Component
M2-6 having a notional principal balance equal to the principal balance
of REMIC I Regular Interest LT-M2-6 and bearing interest at a rate
equal to the excess of 7.500% over the lesser of 6.375% and the
Weighted Average Net Mortgage Rate of Sub-Pool 5.
(6) The Class M-3 Certificates will be comprised of the following
components, each of which shall be a separate REMIC regular interest
for federal income tax purposes: (1) Component M3 having an initial
principal balance equal to the sum of the principal balances of REMIC I
Regular Interest LT-M3-1, REMIC I Regular Interest LT-M3-2, REMIC I
Regular Interest LT-M3-3, REMIC I Regular Interest LT-M3-4, REMIC I
Regular Interest LT-M3-5, and REMIC I Regular Interest LT-M3-6, and
bearing interest at a rate equal to the lesser of 6.375% and the
Weighted Average Net Mortgage Rate of Sub-Pool 5, (2) Component M3-1
having a notional principal balance equal to the principal balance of
REMIC I Regular Interest LT-M3-1 and bearing interest at a rate equal
to the excess of 6.375% over the lesser of 6.375% and the Weighted
Average Net Mortgage Rate of Sub-Pool 5, (3) Component M3-2 having a
notional principal balance equal to the principal balance of REMIC I
Regular Interest LT-M3-2 and bearing interest at a rate equal to the
excess of 6.375% over the lesser of 6.375% and the Weighted Average Net
Mortgage Rate of Sub-Pool 5, (4) Component M3-3 having a notional
principal balance equal to the principal balance of REMIC I Regular
Interest LT-M3-3 and bearing interest at a rate equal to the excess of
6.625% over the lesser of 6.375% and the Weighted Average Net Mortgage
Rate of Sub-Pool 5, (5) Component M3-4 having a notional principal
balance equal to the principal balance of REMIC I Regular Interest
LT-M3-4 and bearing interest at a rate equal to the excess of 6.625%
over the lesser of 6.375% and the Weighted Average Net Mortgage Rate of
Sub-Pool 5, (6) Component M3-5 having a notional principal balance
equal to the principal balance of REMIC I Regular Interest LT-M3-5 and
bearing interest at a rate equal to the excess of the Weighted Average
Net Mortgage Rate for Sub-Pool 5 over the lesser of 6.375% and the
Weighted Average Net Mortgage Rate of Sub-Pool 5, and (7) Component
M3-6 having a notional principal balance equal to the principal balance
of REMIC I Regular Interest LT-M3-6 and bearing interest at a rate
equal to the excess of 7.500% over the lesser of 6.375% and the
Weighted Average Net Mortgage Rate of Sub-Pool 5.
(7) The Class B-1 Certificates will be comprised of the following
components, each of which shall be a separate REMIC regular interest
for federal income tax purposes: (1) Component B1 having an initial
principal balance equal to the sum of the principal balances of REMIC I
Regular Interest LT-B1-1, REMIC I Regular Interest LT-B1-2, REMIC I
Regular Interest LT-B1-3, REMIC I Regular Interest LT-B1-4, REMIC I
Regular Interest LT-B1-5, and REMIC I Regular Interest LT-B1-6, and
bearing interest at a rate equal to the lesser of 6.375% and the
Weighted Average Net Mortgage Rate of Sub-Pool 5, (2) Component B1-1
having a notional principal balance equal to the principal balance of
REMIC I Regular Interest LT-B1-1 and bearing interest at a rate equal
to the excess of 6.375% over the lesser of 6.375% and the Weighted
Average Net Mortgage Rate of Sub-Pool 5, (3) Component B1-2 having a
notional principal balance equal to the principal balance of REMIC I
Regular Interest LT-B1-2 and bearing interest at a rate equal to the
excess of 6.375% over the lesser of 6.375% and the Weighted Average Net
Mortgage Rate of Sub-Pool 5, (4) Component B1-3 having a notional
principal balance equal to the principal balance of REMIC I Regular
Interest LT-B1-3 and bearing interest at a rate equal to the excess of
6.625% over the lesser of 6.375% and the Weighted Average Net Mortgage
Rate of Sub-Pool 5, (5) Component B1-4 having a notional principal
balance equal to the principal balance of REMIC I Regular Interest
LT-B1-4 and bearing interest at a rate equal to the excess of 6.625%
over the lesser of 6.375% and the Weighted Average Net Mortgage Rate of
Sub-Pool 5, (6) Component B1-5 having a notional principal balance
equal to the principal balance of REMIC I Regular Interest LT-B1-5 and
bearing interest at a rate equal to the excess of the Weighted Average
Net Mortgage Rate for Sub-Pool 5 over the lesser of 6.375% and the
Weighted Average Net Mortgage Rate of Sub-Pool 5, and (7) Component
B1-6 having a notional principal balance equal to the principal balance
of REMIC I Regular Interest LT-B1-6 and bearing interest at a rate
equal to the excess of 7.500% over the lesser of 6.375% and the
Weighted Average Net Mortgage Rate of Sub-Pool 5.
(8) The Class B-2 Certificates will be comprised of the following
components, each of which shall be a separate REMIC regular interest
for federal income tax purposes: (1) Component B2 having an initial
principal balance equal to the sum of the principal balances of REMIC I
Regular Interest LT-B2-1, REMIC I Regular Interest LT-B2-2, REMIC I
Regular Interest LT-B2-3, REMIC I Regular Interest LT-B2-4, REMIC I
Regular Interest LT-B2-5, and REMIC I Regular Interest LT-B2-6, and
bearing interest at a rate equal to the lesser of 6.375% and the
Weighted Average Net Mortgage Rate of Sub-Pool 5, (2) Component B2-1
having a notional principal balance equal to the principal balance of
REMIC I Regular Interest LT-B2-1 and bearing interest at a rate equal
to the excess of 6.375% over the lesser of 6.375% and the Weighted
Average Net Mortgage Rate of Sub-Pool 5, (3) Component B2-2 having a
notional principal balance equal to the principal balance of REMIC I
Regular Interest LT-B2-2 and bearing interest at a rate equal to the
excess of 6.375% over the lesser of 6.375% and the Weighted Average Net
Mortgage Rate of Sub-Pool 5, (4) Component B2-3 having a notional
principal balance equal to the principal balance of REMIC I Regular
Interest LT-B2-3 and bearing interest at a rate equal to the excess of
6.625% over the lesser of 6.375% and the Weighted Average Net Mortgage
Rate of Sub-Pool 5, (5) Component B2-4 having a notional principal
balance equal to the principal balance of REMIC I Regular Interest
LT-B2-4 and bearing interest at a rate equal to the excess of 6.625%
over the lesser of 6.375% and the Weighted Average Net Mortgage Rate of
Sub-Pool 5, (6) Component B2-5 having a notional principal balance
equal to the principal balance of REMIC I Regular Interest LT-B2-5 and
bearing interest at a rate equal to the excess of the Weighted Average
Net Mortgage Rate for Sub-Pool 5 over the lesser of 6.375% and the
Weighted Average Net Mortgage Rate of Sub-Pool 5, and (7) Component
B2-6 having a notional principal balance equal to the principal balance
of REMIC I Regular Interest LT-B2-6 and bearing interest at a rate
equal to the excess of 7.500% over the lesser of 6.375% and the
Weighted Average Net Mortgage Rate of Sub-Pool 5.
(9) The Class B-3 Certificates will be comprised of the following
components, each of which shall be a separate REMIC regular interest
for federal income tax purposes: (1) Component B3 having an initial
principal balance equal to the sum of the principal balances of REMIC I
Regular Interest LT-B3-1, REMIC I Regular Interest LT-B3-2, REMIC I
Regular Interest LT-B3-3, REMIC I Regular Interest LT-B3-4, REMIC I
Regular Interest LT-B3-5, and REMIC I Regular Interest LT-B3-6, and
bearing interest at a rate equal to the lesser of 6.375% and the
Weighted Average Net Mortgage Rate of Sub-Pool 5, (2) Component B3-1
having a notional principal balance equal to the principal balance of
REMIC I Regular Interest LT-B3-1 and bearing interest at a rate equal
to the excess of 6.375% over the lesser of 6.375% and the Weighted
Average Net Mortgage Rate of Sub-Pool 5, (3) Component B3-2 having a
notional principal balance equal to the principal balance of REMIC I
Regular Interest LT-B3-2 and bearing interest at a rate equal to the
excess of 6.375% over the lesser of 6.375% and the Weighted Average Net
Mortgage Rate of Sub-Pool 5, (4) Component B3-3 having a notional
principal balance equal to the principal balance of REMIC I Regular
Interest LT-B3-3 and bearing interest at a rate equal to the excess of
6.625% over the lesser of 6.375% and the Weighted Average Net Mortgage
Rate of Sub-Pool 5, (5) Component B3-4 having a notional principal
balance equal to the principal balance of REMIC I Regular Interest
LT-B3-4 and bearing interest at a rate equal to the excess of 6.625%
over the lesser of 6.375% and the Weighted Average Net Mortgage Rate of
Sub-Pool 5, (6) Component B3-5 having a notional principal balance
equal to the principal balance of REMIC I Regular Interest LT-B3-5 and
bearing interest at a rate equal to the excess of the Weighted Average
Net Mortgage Rate for Sub-Pool 5 over the lesser of 6.375% and the
Weighted Average Net Mortgage Rate of Sub-Pool 5, and (7) Component
B3-6 having a notional principal balance equal to the principal balance
of REMIC I Regular Interest LT-B3-6 and bearing interest at a rate
equal to the excess of 7.500% over the lesser of 6.375% and the
Weighted Average Net Mortgage Rate of Sub-Pool 5.
All agreements made by the Depositor in this Agreement are for the
benefit and security of the Certificateholders. The aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date is $650,817,606.
The parties intend to effect an absolute sale and assignment of the
Mortgage Loans to the Depositor and then to the Trustee for the benefit of
Certificateholders under the Mortgage Loan Purchase Agreement and this
Agreement. However, the Seller and the Depositor will absolutely assign, and
as a precautionary matter, grant a security interest in its rights in the
Trust Fund and the Mortgage Loans to the Trustee on behalf of
Certificateholders to ensure that the interest of the Certificateholders in
the Mortgage Loans is fully protected.
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 1.01 Definitions.
Unless the context requires a different meaning, capitalized terms are
used in this Agreement as defined below.
"Advance": A Monthly P&I Advance or a Servicing Advance.
"Adverse REMIC Event": As defined in Section 2.06(e).
"Agreement": This Pooling and Servicing Agreement.
"Appraised Value": The appraised value of the Mortgaged Property based on
the appraisal made for the originator at the time of the origination of the
related Mortgage Loan.
"Available Distribution Amount": For any Distribution Date, an amount
equal to the excess of
(1) the sum of
(a) the aggregate of the amounts relating to the Mortgage Loans on
deposit in the Collection Account and Distribution Account as of the
close of business on the related Determination Date,
(b) the aggregate of any amounts received on a related REO Property
withdrawn from the Collection Account and deposited in the
Distribution Account for the Distribution Date pursuant to Section
3.17,
(c) the aggregate of any payments as compensating interest by the
Servicer for the Distribution Date pursuant to Section 3.19 deposited
in the Distribution Account by the Servicer, and
(d) the aggregate of any Monthly P&I Advances made by the Servicers for
the Mortgage Loans for the Distribution Date pursuant to Section
4.04(b),
over
(2) the sum of the portion of the amount described in clause (1)(a) of this
definition that represents
(i) scheduled monthly payments of principal and interest on the Mortgage
Loans received from a Mortgagor by the Determination Date but due
during any Due Period after the related Due Period,
(ii) Principal Prepayments on the Mortgage Loans received after the
related Prepayment Period (together with any interest payments
received with the Principal Prepayments to the extent they represent
the payment of interest accrued on the Mortgage Loans during a period
after the related Prepayment Period),
(iii) Liquidation Proceeds and Insurance Proceeds received on the
Mortgage Loans after the related Prepayment Period,
(iv) amounts reimbursable or payable to the Depositor, the Servicer, the
Trustee, or the Seller pursuant to Section 3.07 or otherwise payable
for Extraordinary Trust Fund Expenses, and
(v) amounts deposited in the Collection Account or the Distribution
Account, as the case may be, in error.
"Book-Entry Certificates": Certificates evidencing a beneficial interest
in the Trust Fund, ownership and transfers of which shall be made through book
entries, as described in Section 5.07.
"Business Day": Any day other than (i) a Saturday or a Sunday, or (ii) a
day on which banking institutions in New York or the state in which the
Servicers or the Corporate Trust Office are located are authorized or
obligated by law or executive order to be closed.
"Certificate": Any one of the Bank One Mortgage-Backed Pass-Through
Certificates, Series 2000-1, Class 1A, Class 2A, Class 3A, Class 4A, Class 5A,
Class 6A, Class 7AX, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2,
Class B-3, Class R-I, and Class R-II, issued under this Agreement.
"Certificate Group": Any of Certificate Group 1, Certificate Group 2,
Certificate Group 3, Certificate Group 4, Certificate Group 5, or Certificate
Group 6.
"Certificate Group 1": The Class 1A Certificates and Components M1-1,
M2-1, M3-1, B1-1, B2-1, B3-1, X-1, and PO-1. For Certificate Group 1, Sub-Pool
1 is referred to as the related Sub-Pool and the Mortgage Loans in Sub-Pool 1
are referred to as the related Mortgage Loans. For Sub-Pool 1, Certificate
Group 1 is referred to as the related Certificate Group and the Certificates
and Components in Certificate Groups are referred to as the related
Certificates and Components.
"Certificate Group 2": The Class 2A Certificates and Components M1-2,
M2-2, M3-2, B1-2, B2-2, B3-2, X-2, and PO-2. For Certificate Group 2, Sub-Pool
2 is referred to as the related Sub-Pool and the Mortgage Loans in the
Sub-Pool are referred to as the related Mortgage Loans. For Sub-Pool 2,
Certificate Group 2 is referred to as the related Certificate Group and the
Certificates and Components in Certificate Groups are referred to as the
related Certificates and Components.
"Certificate Group 3": The Class 3A Certificates and Components M1-3,
M2-3, M3-3, B1-3, B2-3, B3-3, X-3, and PO-3. For Certificate Group 3, Sub-Pool
3 is referred to as the related Sub-Pool and the Mortgage Loans in the
Sub-Pool are referred to as the related Mortgage Loans. For Sub-Pool 3,
Certificate Group 3 is referred to as the related Certificate Group and the
Certificates and Components in Certificate Groups are referred to as the
related Certificates and Components.
"Certificate Group 4": The Class 4A Certificates and Components M1-4,
M2-4, M3-4, B1-4, B2-4, B3-4, X-4, and PO-4. For Certificate Group 4, Sub-Pool
4 is referred to as the related Sub-Pool and the Mortgage Loans in the
Sub-Pool are referred to as the related Mortgage Loans. For Sub-Pool 4,
Certificate Group 4 is referred to as the related Certificate Group and the
Certificates and Components in Certificate Groups are referred to as the
related Certificates and Components.
"Certificate Group 5": The Class 5A Certificates and Components M1-5,
M2-5, M3-5, B1-5, B2-5, and B3-5. For Certificate Group 5, Sub-Pool 5 is
referred to as the related Sub-Pool and the Mortgage Loans in the Sub-Pool are
referred to as the related Mortgage Loans. For Sub-Pool 5, Certificate Group 5
is referred to as the related Certificate Group and the Certificates and
Components in Certificate Groups are referred to as the related Certificates
and Components.
"Certificate Group 6": The Class 6A Certificates and Components M1-6,
M2-6, M3-6, B1-6, B2-6, B3-6, X-6, and PO-6. For Certificate Group 6, Sub-Pool
6 is referred to as the related Sub-Pool and the Mortgage Loans in the
Sub-Pool are referred to as the related Mortgage Loans. For Sub-Pool 6,
Certificate Group 6 is referred to as the related Certificate Group and the
Certificates and Components in Certificate Groups are referred to as the
related Certificates and Components.
"Certificate Principal Balance": For each Senior, Subordinate, and Class
7AX Certificate as of any date of determination, initially the amount stated
on its face, and then its Certificate Principal Balance after reduction for
all distributions of principal and allocations of Realized Losses and
Extraordinary Trust Fund Expenses on the Distribution Dates before the date of
determination.
"Certificate Register": The register maintained pursuant to Section
5.02(a).
"Certificateholder": The person in whose name a Certificate is registered
in the Certificate Register.
"Class": Collectively, all of the Certificates bearing the same class
designation.
"Class A Certificate": Any one of the Class 1A, Class 2A, Class 3A, Class
4A, Class 5A, and Class 6A Certificates executed by the Trustee and
authenticated and delivered by the Certificate Registrar substantially in the
form of Exhibit A.
"Class 1A Certificate": Any one of the Class 1A Certificates executed by
the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form of Exhibit A-1.
"Class 2A Certificate": Any one of the Class 2A Certificates executed by
the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form of Exhibit A-1.
"Class 3A Certificate": Any one of the Class 3A Certificates executed by
the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form of Exhibit A-1.
"Class 4A Certificate": Any one of the Class 4A Certificates executed by
the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form of Exhibit A-1.
"Class 5A Certificate": Any one of the Class 5A Certificates executed by
the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form of Exhibit A-1.
"Class 6A Certificate": Any one of the Class 6A Certificates executed by
the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form of Exhibit A-1.
"Class 7AX Certificate": Any one of the Class 7AX Certificates executed
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form of Exhibit A-2 and evidencing Class 7AX, which is
made up of Components PO-1, PO-2, PO-3, PO-4, PO-6, X-1, X-2, X-3, X-4, and
X-6.
"Class B Certificate": Any one of the Class B-1, Class B-2, or Class B-3
Certificates.
"Class B-1 Certificate": Any one of the Class B-1 Certificates executed
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form of Exhibit C and evidencing Class B-1 and Components
B1-1, B1-2, B1-3, B1-4, B1-5, and B1-6.
"Class B-2 Certificate": Any one of the Class B-2 Certificates executed
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form of Exhibit C and evidencing Class B-2 and Components
B2-1, B2-2, B2-3, B2-4, B2-5, and B2-6.
"Class B-3 Certificate": Any one of the Class B-3 Certificates executed
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form of Exhibit C and evidencing Class B-3 and Components
B3-1, B3-2, B3-3, B3-4, B3-5, and B3-6.
"Class M Certificate": Any one of the Class M-1, Class M-2, or Class M-3
Certificates.
"Class M-1 Certificate": Any one of the Class M-1 Certificates executed
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form of Exhibit B and evidencing Class M-1 and Components
M1-1, M1-2, M1-3, M1-4, M1-5, and M1-6.
"Class M-2 Certificate": Any one of the Class M-2 Certificates executed
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form of Exhibit B and evidencing Class M-2 and Components
M2-1, M2-2, M2-3, M2-4, M2-5, and M2-6.
"Class M-3 Certificate": Any one of the Class M-3 Certificates executed
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form of Exhibit B and evidencing Class M-3 and Components
M3-1, M3-2, M3-3, M3-4, M3-5, and M3-6.
"Class R-I Certificate": Any one of the Certificates with a "Class R-I"
designation on its face, executed by the Trustee, and authenticated and
delivered by the Certificate Registrar, substantially in the form of Exhibit
D.
"Class R-II Certificate": Any one of the Certificates with a "Class R-II"
designation on its face, executed by the Trustee, and authenticated and
delivered by the Certificate Registrar, substantially in the form of Exhibit
D.
"Clearing Agency": An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended,
which initially shall be DTC.
"Closing Date": March 30, 2000.
"Code": The Internal Revenue Code of 1986.
"Collection Account": The Eligible Accounts created and maintained by the
Servicers pursuant to Section 3.06.
"Component": Each of the Components referred to in footnotes 2, 4, 5, 6,
7, 8, and 9 to the table of designations for REMIC II in the Preliminary
Statement.
"Component Balance": As of any date of determination, initially the
initial Component Balance of the Component as stated in the Preliminary
Statement, and then the Component Balance of the Component after all reduction
for distributions and allocations of principal, Realized Losses, and
Extraordinary Trust Fund Expenses on the Distribution Dates before the date of
determination.
"Component Notional Amount": For Components X-1, X-2, X-3, X-4, and X-6
and for any IO Component, the hypothetical or notional principal amount on
which the Component accrues interest. The Component Notional Amount of
Components X-1, X-2, X-3, X-4, and X-6 and of any IO Component as of any date
of determination is equal to the Uncertificated Balance of the Corresponding
Class REMIC I Regular Interest as of the date.
"Corporate Trust Office": The designated office of the Trustee in the
State of Illinois at which at any particular time its corporate trust business
is being administered, which at the date of this Agreement is located at
LaSalle Bank National Association, 135 South LaSalle Street, Suite 1625,
Chicago, Illinois 60603, Attn: Asset-Backed Securities Trust Services Group
[Bank One 2000-1].
"Corresponding Class": For each of the following REMIC I Regular
Interests, the indicated Class or Component:
Corresponding Class REMIC I Regular Interest
- -------------------- -------------------------------------------------------
Class 1A LT-A-1
Class 2A LT-A-2
Class 3A LT-A-3
Class 4A LT-A-4
Class 5A LT-A-5
Class 6A LT-A-6
Class 7AX LT-PO-1, LT-PO-2, LT-PO-3, LT-PO-4, LT-PO-6, LT-X-1,
LT-X-2, LT-X-3, LT-X-4, and LT-X-6
Component PO-1 LT-PO-1
Component PO-2 LT-PO-2
Component PO-3 LT-PO-3
Component PO-4 LT-PO-4
Component PO-6 LT-PO-6
Component X-1 LT-X-1
Component X-2 LT-X-2
Component X-3 LT-X-3
Component X-4 LT-X-4
Component X-6 LT-X-6
Class M-1 LT-M1-1, LT-M1-2, LT-M1-3, LT-M1-4, LT-M1-5, and LT-M1-6
Class M-2 LT-M2-1, LT-M2-2, LT-M2-3, LT-M2-4, LT-M2-5, and LT-M2-6
Class M-3 LT-M3-1, LT-M3-2, LT-M3-3, LT-M3-4, LT-M3-5, and LT-M3-6
Class B-1 LT-B1-1, LT-B1-2, LT-B1-3, LT-B1-4, LT-B1-5, and LT-B1-6
Class B-2 LT-B2-1, LT-B2-2, LT-B2-3, LT-B2-4, LT-B2-5, and LT-B2-6
Class B-3 LT-B3-1, LT-B3-2, LT-B3-3, LT-B3-4, LT-B3-5, and LT-B3-6
"Cut-off Date": March 1, 2000.
"Debt Service Reduction": For any Mortgage Loan, a reduction in its
scheduled monthly payment by a court of competent jurisdiction in a proceeding
under the United States Bankruptcy Code, except a reduction constituting a
Deficient Valuation or any reduction that results in a permanent forgiveness
of principal.
"Deficient Valuation": For any Mortgage Loan, a valuation by a court of
competent jurisdiction in a proceeding under the United States Bankruptcy Code
in an amount less than the then outstanding indebtedness under the Mortgage
Loan, or that results in a permanent forgiveness of principal.
"Deleted Mortgage Loan": A Mortgage Loan replaced or to be replaced by a
Replacement Mortgage Loan pursuant to Section 2.01, 2.02, 2.03, or 2.04.
"Depositor": Credit Suisse First Boston Mortgage Securities Corp., a
Delaware corporation, or its successor in interest.
"Determination Date": The 10th day of each month or if that is not a
Business Day, the preceding Business Day. Each Determination Date is related
to the Distribution Date in the same month.
"Disqualified Organization": Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, which includes any of the
following:
o the United States, any State or political subdivision of the United
States, any possession of the United States, or any agency or
instrumentality of any of the foregoing (other than an instrumentality
that is a corporation if all of its activities are subject to tax and,
except for Freddie Mac, a majority of its board of directors is not
selected by the governmental unit);
o a foreign government, any international organization, or any agency or
instrumentality of any of the foregoing;
o any organization (other than certain farmers' cooperatives described
in Section 521 of the Code) that is exempt from the tax imposed by
Chapter 1 of the Code (including the tax imposed by Section 511 of the
Code on unrelated business taxable income); and
o rural electric and telephone cooperatives described in Section
1381(a)(2)(C) of the Code.
A Disqualified Organization also includes any "electing large partnership" as
defined in Section 775(a) of the Code and any other person so designated by
the Trustee based on an Opinion of Counsel that the holding of an ownership
interest in a Residual Certificate by the person may cause either Trust REMIC
or any person having an ownership interest in any Class of Certificates (other
than that person) to incur a liability for any federal tax imposed under the
Code that would not otherwise be imposed but for the transfer of an ownership
interest in a Residual Certificate to the person. The terms "United States,"
"State," and "international organization" have the meanings given to them in
Section 7701 of the Code.
"Distribution Account": The separate Eligible Account created and
maintained by the Trustee pursuant to Section 4.01, in the name of the Trustee
for the benefit of the Certificateholders for deposit of payments and
collections on the Mortgage Loans pursuant to Section 4.01.
"Distribution Date": The 15th day of each month or, if that is not a
Business Day, the succeeding Business Day, beginning in April 2000.
"DTC": The Depository Trust Company.
"Due Date": The first day of the calendar month in which the related
Distribution Date occurs.
"Due Period": For any Distribution Date, the period from the second day
of the calendar month preceding the calendar month in which the Distribution
Date occurs through the first day of the calendar month in which the
Distribution Date occurs.
"Eligible Account": Either
o an account or accounts maintained with a federal or state-chartered
depository institution or trust company (which may be the Servicer or
an affiliate of the Servicer or which may be the Trustee or an
affiliate of the Trustee) 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 the holding company) are rated not lower
than A-1 in the case of S&P and A-1+ in the case of Fitch;
o an account the deposits in which are fully insured by the FDIC, or the
deposits in which are maintained such that (as evidenced by an Opinion
of Counsel delivered to the Trustee and the Rating Agencies) the
applicable Certificateholders have a claim on the funds in the
account, or a perfected first priority security interest against any
Eligible Investments held as collateral securing the funds, that is
superior to claims of any other depositors or creditors of the
depository institution or trust company with which the account is
maintained;
o a trust account maintained with the Trustee or the trust department of
a federal or state chartered depository institution or trust company
acting in its fiduciary capacity, but any state chartered depository
institution might be subject to regulation regarding funds on deposit
substantially similar to 12 C.F.R. ss. 8.10(b); or
o any account maintained at any Federal Home Loan Bank.
"Eligible Investments": At any time, any one or more of the following:
(i) obligations of the United States or obligations of any of its
agencies backed by the full faith and credit of the United States;
(ii) general obligations of or obligations guaranteed by any state of the
United States or the District of Columbia receiving the highest long-term
rating of S&P and Fitch, and will not result in the downgrading or withdrawal
of the rating then assigned to the Class A Certificates by each applicable
Rating Agency;
(iii) commercial paper (having original maturities of not more than 270
days) that is then rated in the highest commercial paper rating category of
S&P and Fitch, and will not result in the downgrading or withdrawal of the
rating then assigned to the Class A Certificates by each applicable Rating
Agency;
(iv) certificates of deposit, demand or time deposits, federal funds, or
bankers' acceptances (in each case having maturities of not more than 365
days) issued by any depository institution or trust company incorporated under
the laws of the United States or of any state of the United States and subject
to supervision and examination by federal or state banking authorities if the
commercial paper or long-term debt obligations of the depository institution
or trust company (or in the case of a depository institution or trust company
that is the principal subsidiary of a holding company, the commercial paper or
long-term debt obligations of the holding company) are then rated in the
highest rating category of S&P and Fitch, and will not result in the
downgrading or withdrawal of the rating then assigned to the Class A
Certificates by each applicable Rating Agency, and, in the case of short-term
debt obligations which have maturities of 30 days or less, a rating of A-1 by
S&P, and a rating of A-1+ by Fitch;
(v) demand or time deposits or certificates of deposit issued by (a) any
Federal Home Loan Bank or (b) any bank or trust company or savings association
that is rated at least "A" by Fitch that has combined capital, surplus, and
undistributed profits of not less than $50 million and is fully insured by the
FDIC;
(vi) securities bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States or any state of
the United States which, at the time of the investment or contractual
commitment for the investment, are then rated in the highest rating category
of S&P and Fitch or in any lower rating category that will not result in the
downgrading or withdrawal of the rating then assigned to the Class A
Certificates by each applicable Rating Agency; and
(vii) units of taxable money-market portfolios rated in the highest
rating category by S&P and Fitch and not restricted to obligations issued or
guaranteed by any agency or instrumentality of the United States or entities
whose obligations are backed by the full faith and credit of the United States
and repurchase agreements collateralized by the obligations.
(A) The obligation or security must be held for a temporary period pursuant to
Treasury regulation Section 1.860G-2(g)(1), and (B) Eligible Investments shall
include only obligations or securities that are payable on demand or mature on
or before the (i) Business Day before the next Distribution Date for amounts
on deposit in the Distribution Account and (ii) the second Business Day before
the next Distribution Date for amounts on deposit in the Collection Account.
In addition, no Eligible Investment that has a penalty for early withdrawal
will be used unless its maturity is by the Business Day before the next
Distribution Date.
"Escrow Account": As defined in Section 3.08.
"Escrow Payments": The amounts for ground rents, taxes, assessments,
water rates, Standard Hazard Policy premiums, and other payments required to
be escrowed by the Mortgagor with the mortgagee pursuant to a Mortgage Loan.
"Event of Default": As defined in Section 7.01.
"Extraordinary Trust Fund Expenses": Any amounts reimbursable to the
Servicer pursuant to Section 3.17, any amounts payable from the Collection
Account for taxes pursuant to Section 2.06(f), any amounts reimbursable to the
Trustee by the Trust Fund pursuant to the indemnification from the Trust Fund
in Section 8.03, and any other costs borne by the Trust Fund (exclusive of any
cost that is specific to a particular Mortgage Loan or REO Property and is
taken into account in calculating its Realized Loss) for which the Trust Fund
has not and, in the reasonable good faith judgment of the Trustee, will not
obtain reimbursement from any other person.
"Fannie Mae": The Federal National Mortgage Association, a federally
chartered and privately owned corporation organized and existing under the
Federal National Mortgage Association Charter Act, or any successor thereto.
"FDIC": The Federal Deposit Insurance Corporation, or any successor
thereto.
"Final Recovery Determination": A determination by the Servicer that it
has received all Insurance Proceeds, Liquidation Proceeds, proceeds, net of
expenses, from any REO Property, and other payments and recoveries that the
Servicer expects to be finally recoverable from the sale or other disposition
of any defaulted Mortgage Loan or REO Property.
"Fitch": Fitch-IBCA, Inc., or any successor thereto.
"Freddie Mac": The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of
the Emergency Home Finance Act of 1970, as amended, or any successor thereto.
"Holder": A Certificateholder.
"Insurance Proceeds": Amounts paid pursuant to any insurance policy with
respect to a Mortgage Loan that have not been used to restore the related
property.
"Interest Accrual Period": With respect to any Distribution Date, the
calendar month preceding the Distribution Date.
"Interest Distribution Amount": For Components X-1, X-2, X-3, X-4, and
X-6 and any Class of Senior or Subordinate Certificates for any Distribution
Date: (i) accrued interest for the related Interest Accrual Period increased
by (ii) the excess of the Interest Distribution Amount for the Class or
Component for the preceding Distribution Date over the aggregate distributions
of interest made on the Class or Component on the preceding Distribution Date
reduced by (iii) the allocable share for the Class or Component of Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls. The accrued interest
for any Class of Certificates (other than Class 7AX) or Component on a
Distribution Date is one month's interest at the Pass-Through Rate for the
Class of Certificates or Component for the Distribution Date, accrued on the
related Class Certificate Principal Balance, Component Balance, or Component
Notional Amount, as applicable, outstanding before the Distribution Date. The
accrued interest for Class 7AX on a Distribution Date is the sum of the
accrued interest for Components X-1, X-2, X-3, X-4, and X-6. For each Class of
the Subordinate Certificates, accrued interest for a Distribution Date is the
sum of the accrued interest for the Distribution Date on the Class for the
Distribution Date plus one month's interest at the applicable Pass-Through
Rate accrued on the related Component Notional Amount for the Distribution
Date of each IO Component evidenced by the Class of Certificates.
"IO Components": Components M1-1, M1-2, M1-3, M1-4, M1-5, M1-6, M2-1,
M2-2, M2-3, M2-4, M2-5, M2-6, M3-1, M3-2, M3-3, M3-4, M3-5, M3-6, B1-1, B1-2,
B1-3, B1-4, B1-5, B1-6, B2-1, B2-2, B2-3, B2-4, B2-5, B2-6, B3-1, B3-2, B3-3,
B3-4, B3-5, and B3-6.
"Liquidation Event": For a Mortgage Loan, liquidation through deed in
lieu of foreclosure, sale in foreclosure, trustee's sale, or other realization
under local real property law and any security agreements, or receipt of
payment under related private mortgage insurance or hazard insurance or from
any public or governmental authority for a taking or condemnation of the
property. REO Property shall not be treated as if a Liquidation Event has
occurred until it has been finally liquidated.
"Liquidation Proceeds": Amounts other than Insurance Proceeds received in
connection with the liquidation of a defaulted Mortgage Loan, whether through
trustee's sale, foreclosure sale, or otherwise or amounts received in
connection with any condemnation or partial release of a Mortgaged Property.
"Loan-to-Value Ratio": As of any date, a fraction whose numerator is the
Principal Balance of the related Mortgage Loan at the date of determination
and whose denominator is the Appraised Value of the related Mortgaged Property
or, if less, the purchase price of the Mortgaged Property paid by the
Mortgagor if it was not a refinancing loan by the Mortgagor.
"MERS": Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any
successor to it.
"MERS(R) System": The books and records of MERS reflecting the recording
of transfers of Mortgages electronically maintained by MERS.
"MIN": The Mortgage Identification Number for Mortgage Loans registered
with MERS on the MERS(R)System.
"Monthly P&I Advance": The aggregate of the advances made by the Servicer
with respect to a particular Distribution Date pursuant to Section 4.04.
"Mortgage": The mortgage, deed of trust, or other instrument creating a
first lien on a fee simple or leasehold estate in real property securing a
Mortgage Note.
"Mortgage File": For each Mortgage Loan, the Trustee Mortgage File and
the Servicer Mortgage File.
"Mortgage Loan": Each of the mortgage loans transferred to the Trustee
pursuant to this Agreement and held as a part of the Trust Fund, evidenced by
a Mortgage Note, and secured by a Mortgage. The mortgage loans so held are
identified in the Mortgage Loan Schedule, as amended from time to time, other
than Deleted Mortgage Loans after they have been deleted and mortgage loans
related to REO Property after it has become REO Property.
"Mortgage Loan Purchase Agreement": The Mortgage Loan Purchase Agreement
dated as of March 1, 2000 between the Depositor and the Seller, pursuant to
which the Depositor purchased the Mortgage Loans from the Seller.
"Mortgage Loan Schedule": The list of Mortgage Loans in Exhibit E
transferred to the Trustee as part of the Trust Fund subject to this Agreement
(as amended by the Servicer to reflect the addition of Replacement Mortgage
Loans, the deletion of Deleted Mortgage Loans, and the deletion of the
Mortgage Loans related to Mortgaged Properties that have become REO
Properties), with the following information for each Mortgage Loan:
(i) whether the Mortgage Loan is in Group 1, Group 2, Group 3, Group 4,
Group 5, or Group 6;
(ii) the loan number;
(iii) the city, state, and zip code for the Mortgaged Property;
(iv) the original term to maturity;
(v) the remaining term to maturity as of the Cut-off Date;
(vi) the original principal balance;
(vii) the Principal Balance as of the Cut-off Date;
(viii) the Mortgage Rate;
(ix) the Servicing Fee Rate;
(x) the first Due Date;
(xi) the scheduled monthly payment in effect as of the Cut-off Date;
(xii) the Loan-to-Value Ratio at origination;
(xiii) the Appraised Value of the Mortgaged Property;
(xiv) a code indicating whether the Mortgaged Property is either (a) a
detached single-family dwelling or a de minimis planned unit
development, (b) a condominium unit or a dwelling in a planned
unit development, or (c) a two- to four-family residential
property;
(xv) a code indicating whether the Mortgaged Property at the time of
origination was represented to be owner-occupied;
(xvi) the purpose for which the financing was made; and
(xvii) whether the Mortgage Loan is serviced by HomeSide Lending, Inc. or
by Bank One, National Association
The schedule shall also state the total of the amounts described under (vi)
above for all of the Mortgage Loans. The schedule may be in the form of more
than one list collectively including all of the information required, and
shall be in a computer-readable format acceptable to the Trustee.
"Mortgage Note": The original executed note or other evidence of the
indebtedness of a Mortgagor under a Mortgage Loan, including a lost note
affidavit with a copy of the related note.
"Mortgage Rate": The annual rate of interest borne by a Mortgage Note,
stated in the related Mortgage Note.
"Mortgaged Property": The underlying property securing a Mortgage Loan.
"Mortgagor": Each obligor on a Mortgage Note.
"Net Liquidation Proceeds": For any Mortgage Loan that has incurred a
Liquidation Event, Liquidation Proceeds net of liquidation expenses that are
customary and reasonable "out of pocket" expenses incurred by the Servicer (or
the related Sub-Servicer) in connection with the liquidation of any defaulted
Mortgage Loan and not recovered by the Servicer (or the related Sub-Servicer)
under a primary mortgage insurance policy for reasons other than the
Servicer's failure to comply with Section 3.13 and a servicing fee equal to
two percent of the Liquidation Proceeds of the REO Property as of the date of
the liquidation.
"Net Mortgage Rate": As to each Mortgage Loan, a rate per annum equal to
the Mortgage Rate minus the retained servicing fee rate for the Mortgage Loan
in the Mortgage Loan Schedule.
"1933 Act": The Securities Act of 1933.
"1934 Act": The Securities Exchange Act of 1934.
"Non-PO Percentage": For each Mortgage Loan, 100% minus the related PO
Percentage.
"Nonrecoverable Advance": Any Advance previously made or proposed to be
made on a Mortgage Loan or REO Property that, in the good faith business
judgment of the Servicer, as evidenced by an Officers' Certificate, will not
or, in the case of a proposed Advance, would not be ultimately recoverable
from related late payments, Insurance Proceeds, or Liquidation Proceeds on the
Mortgage Loan or REO Property.
"Officers' Certificate": For the initial Trustee, a certificate signed by
a Responsible Officer. Otherwise, a certificate signed by the Chairman of the
Board, any Vice Chairman of the Board, the President, a Group President, an
Executive Vice President, a Senior Executive Vice President, Senior Vice
President, a Vice President, or other authorized officer, and by the
Treasurer, the Secretary, or one of the Assistant Vice Presidents, Assistant
Treasurers, or Assistant Secretaries.
"Opinion of Counsel": A written opinion of counsel, who may be counsel
for the Depositor or the Servicer, reasonably acceptable to the Trustee. With
respect to any opinion dealing with the definition of Eligible Account in this
Article I, Sections 2.04, or 6.04 or with the qualification of a REMIC or
compliance with the REMIC Provisions, counsel must (i) in fact be independent
of the Depositor and the Servicer, (ii) not have any direct financial interest
in the Depositor or the Servicer or in any affiliate of either of them, and
(iii) not be connected with the Depositor or the Servicer as an officer,
employee, promoter, underwriter, trustee, partner, director, or person
performing similar functions.
"Pass-Through Rate": For each Class of REMIC II Regular Certificate or
Component, the rate specified in the table of REMIC II Pass-Through Rates (and
its footnotes) in the Preliminary Statement.
"Percentage Interest": For a REMIC II Regular Certificate, the fractional
undivided ownership in the Class evidenced by the Certificate whose numerator
is the initial Certificate Principal Balance represented by the Certificate
and whose denominator is the aggregate initial Certificate Principal Balance
of all of the Certificates of the Class.
"PO Component": Each of the Components PO-1, PO-2, PO-3, PO-4, and PO-6
as described in the Preliminary Statement.
"PO Percentage": For each Mortgage Loan, zero if the Mortgage Loan is in
Sub-Pool 5 or if the Net Mortgage Rate for the Mortgage Loan is greater than
or equal to 6.375% for Sub-Pools 1 and 2, 6.625% for Sub-Pools 3 and 4, or
7.5% for Sub-Pool 6, otherwise a fraction whose numerator is the excess of
6.375% for Sub-Pools 1 and 2, 6.625% for Sub-Pools 3 and 4, or 7.5% for
Sub-Pool 6 over the Net Mortgage Rate for the Mortgage Loan, and whose
denominator is 6.375% for Sub-Pools 1 and 2, 6.625% for Sub-Pools 3 and 4, or
7.5% for Sub-Pool 6.
"PO Principal Distribution Amount": For each Distribution Date and each
Certificate Group other than Certificate Group 5, the sum of
(x) for each related Mortgage Loan, the related PO Percentage of all
scheduled payments of principal due on it during the related Due Period,
whether or not received, and the related PO Percentage of the principal
portion of any unscheduled net collections (other than amounts described
in clauses (y) or (z)) received on it during the related Prepayment
Period, including proceeds from a repurchase of the Mortgage Loan,
Insurance Proceeds, and Liquidation Proceeds,
(y) for each related Mortgage Loan, the related PO Percentage of each
voluntary prepayment of principal received on it during the related
Prepayment Period, and
(z) with respect to the principal portion of any net Liquidation Proceeds
received during the related Prepayment Period in connection with the
final liquidation of a related Mortgage Loan during the Prepayment
Period,
(I) unless the Certificate Principal Balances of the Subordinate
Certificates have been reduced to zero, the related PO Percentage
of the Principal Balance of the Mortgage Loan at the time of the
Final Recovery Determination or
(II) if the Certificate Principal Balance of the Subordinate
Certificates have been reduced to zero, the related PO Percentage
of all amounts collected in connection with the Final Recovery
Determination.
If any PO Component of the Class 7AX Certificates has a Component Balance of
less than its related Certificate Groups' PO Principal Distribution Amount for
any Distribution Date, then the excess PO Principal Distribution Amount shall
be added to the PO Principal Distribution Amounts for the other PO Components
of the Class 7AX Certificates.
"Prepayment Interest Shortfall": For any Distribution Date, the sum of
the amounts for each Mortgage Loan that was the subject of a Principal
Prepayment by the Mortgagor during the related Prepayment Period equal to
interest shortfalls resulting from Principal Prepayments by the Mortgagor
during the related Prepayment Period to the extent they exceed the sum of the
Servicing Fee to which the Servicer is entitled on the Distribution Date and
any other servicing compensation to which the Servicer may be entitled
pursuant to Section 3.19 of this Agreement on Distribution Date. The interest
shortfalls on a Mortgage Loan are the excess of one month's interest at the
Net Mortgage Rate on the Principal Balance of the Mortgage Loan before taking
into account the Principal Prepayment over the amount of interest paid by the
Mortgagor for the Prepayment Period.
"Prepayment Period": With respect to any Distribution Date, the calendar
month preceding the month in which the Distribution Date occurs.
"Principal Balance": For any Mortgage Loan as of any date of
determination, the excess of the principal balance of the Mortgage Loan
remaining to be paid by the Mortgagor as of the Cut-off Date after deduction
of all payments due by the Cut-off Date, over the sum of
(i) all amounts previously received by the Servicer as principal on
the Mortgage Loan due on a Due Date occurring after the Cut-off Date,
other than amounts representing payments due on the Mortgage Loan by the
Cut-off Date;
(ii) all Net Liquidation Proceeds and Insurance Proceeds allocated
to principal;
(iii) all amounts allocable to the principal of the Mortgage Loan
previously paid by the Servicer as part of an Advance, in each case that
were distributed to Certificateholders pursuant to Section 4.03; and
(iv) all Realized Losses on the Mortgage Loan allocated to
Certificateholders on any previous Distribution Date.
In the case of a Replacement Mortgage Loan, "Principal Balance" means, at any
time of determination, the principal balance of the Replacement Mortgage Loan
on the date of substitution after deduction of all payments due by the Due
Date in the month of substitution, reduced by the sums described in (i)
through (iv) above after the Due Date.
"Principal Prepayment": Any principal on a Mortgage Loan received from
the applicable Mortgagor in advance of its scheduled Due Date and not
accompanied by interest at its scheduled rate through the end of the related
Interest Accrual Period.
"Purchase Price": For any Mortgage Loan required to be purchased by the
Seller or Servicer pursuant to Section 2.01, 2.02, 2.04, or 3.10 the sum of
(i) 100% of the Principal Balance of the Mortgage Loan on the date of the
purchase, (ii) accrued and unpaid interest to the next Due Date on the
Mortgage Loan at a rate equal to the Net Mortgage Rate, and (iii) the amount
of any unreimbursed Advances and other advances made by the Servicer with
respect to the Mortgage Loan and reimbursable to the Servicer under this
Agreement. If the Servicer so chooses, the Purchase Price for any Mortgage
Loan purchased by the Servicer may be net of advances that would otherwise be
reimbursable to the Servicer, and the Servicer shall have no further
entitlement to reimbursement for those advances. The Servicer or Seller, as
applicable, shall deliver to the Trustee an Officers' Certificate as to the
calculation of the Purchase Price of any Mortgage Loan required or allowed to
be purchased.
"QIB": a "qualified institutional buyer," as defined in Rule 144A under
the 33Act.
"Rating Agency": S&P and Fitch and any successor to either of them.
"Realized Loss": An amount determined by the Servicer and evidenced by an
Officers' Certificate delivered to the Trustee, in connection with any
Mortgage Loan equal to
o for any Mortgage Loan that has had a Final Recovery Determination, the
excess of its Principal Balance plus interest at a rate equal to the
applicable Net Mortgage Rate from the Due Date as to which interest
was last paid up to the first Due Date after the liquidation over any
proceeds received in connection with the liquidation, after
application of all withdrawals permitted to be made by the Servicer
from the related Collection Account for the Mortgage Loan,
o for any Mortgage Loan that has become the subject of a Deficient
Valuation, the excess of the Principal Balance of the Mortgage Loan
over the principal amount as reduced in connection with the
proceedings resulting in the Deficient Valuation,
o for any Mortgage Loan that has become the subject of a Debt Service
Reduction, the present value of all monthly Debt Service Reductions on
the Mortgage Loan, assuming that the Mortgagor pays each scheduled
monthly payment on the applicable Due Date and that no Principal
Prepayments are received on the Mortgage Loan, discounted monthly at
the applicable Mortgage Rate, or
o the amount of any reduction by the Servicer to the principal balance
of the Mortgage Loan pursuant to Section 3.01.
"Record Date": For any Distribution Date, the close of business on the
last Business Day of the month preceding the month in which the applicable
Distribution Date occurs.
"Regular Certificates": All of the Certificates other than the Residual
Certificates.
"Relief Act Interest Shortfalls": For any Distribution Date and any
Mortgage Loan, the amount of any interest that is not collectible from the
Mortgagor during the related Due Period pursuant to the Soldiers' and Sailors'
Civil Relief Act of 1940 or similar legislation or regulations as in effect
from time to time.
"REMIC": A "real estate mortgage investment conduit," within the meaning
of Section 860D of the Code.
"REMIC Election": An election, for federal income tax purposes, to treat
certain assets as a REMIC.
"REMIC I": The segregated pool of assets constituting the primary trust
created by this Agreement and to be administered under this Agreement, for
which a REMIC election is to be made, consisting of: (i) the Mortgage Loans
from time to time subject to this Agreement, together with their Mortgage
Files, and together with all collections on them and their proceeds, (ii) any
REO Property, together with all collections on them and their proceeds, (iii)
the Trustee's rights with respect to the Mortgage Loans under all insurance
policies required to be maintained pursuant to this Agreement and their
proceeds, (iv) the Depositor's rights under the Mortgage Loan Purchase
Agreement (including any security interests it creates), and (v) the
Collection Account and the Distribution Account and the assets that are
deposited in them from time to time and any investments of them, together with
any income, proceeds, and payments with respect to them. Notwithstanding the
foregoing, however, REMIC I specifically excludes all payments and other
collections of principal and interest due on the Mortgage Loans on or before
the Cut-off Date.
"REMIC I Regular Interest": Any of the 50 separate non-certificated
beneficial ownership interests in REMIC I issued under this Agreement and
designated as a "regular interest" in REMIC I. Each REMIC I Regular Interest
(other than REMIC I Regular Interest LT-PO-1, REMIC I Regular Interest
LT-PO-2, REMIC I Regular Interest LT-PO-3, REMIC I Regular Interest LT-PO-4,
and REMIC I Regular Interest LT-PO-6) shall accrue interest at the related
REMIC I Remittance Rate in effect from time to time, and (except for REMIC I
Regular Interest LT-X-1, REMIC I Regular Interest LT-X-2, REMIC I Regular
Interest LT-X-3, REMIC I Regular Interest LT-X-4, and REMIC I Regular Interest
LT-X-6) shall be entitled to distributions of principal as provided in this
Agreement, in an aggregate amount equal to its initial Uncertificated Balance
in the Preliminary Statement. The designations for the respective REMIC I
Regular Interests are in the Preliminary Statement.
"REMIC I Remittance Rate": For each REMIC I Regular Interest, is the rate
provided for in the table of REMIC I Remittance Rates (and its footnotes) in
the Preliminary Statement.
"REMIC II": The segregated pool of assets consisting of all of the REMIC
I Regular Interests conveyed in trust to the Trustee for the benefit of the
Holders of the REMIC II Certificates pursuant to Section 2.01, for which a
separate REMIC election is to be made.
"REMIC II Certificate": Any Certificate other than a Class R-I
Certificate.
"REMIC II Regular Certificate": Any REMIC II Certificate other than a
Class R-II Certificate.
"REMIC Provisions": Provisions of the federal income tax law relating to
REMICs, which appear at Section 860A through 860G of the Subchapter M of
Chapter 1 of the Code and related provisions, and regulations promulgated
thereunder, as the foregoing may be in effect from time to time.
"REO Property": Any Mortgaged Property acquired by or in the name of the
Trustee for the benefit of the Certificateholders in foreclosure or by
deed-in-lieu of foreclosure.
"Replacement Mortgage Loan": A Mortgage Loan substituted by the Seller
for a Deleted Mortgage Loan that must, on the date of substitution, as
confirmed in an Officers' Certificate of the Seller delivered to the Trustee,
o have an outstanding Principal Balance, after deduction of the
principal portion of the scheduled monthly payment due in the month
of substitution (or in the case of a substitution of more than one
Mortgage Loan for a Deleted Mortgage Loan, an aggregate Principal
Balance after the deduction), not in excess of the Principal Balance
of the Deleted Mortgage Loan (the amount of any shortage to be
deposited by the Seller in the Collection Account in the month of
substitution pursuant to Section 2.04);
o at the time of substitution have a Net Mortgage Rate equal to or
exceeding the Net Mortgage Rate of the Deleted Mortgage Loan;
o have a Loan-to-Value Ratio no higher than the Loan-to-Value Ratio of
the Deleted Mortgage Loan;
o have a remaining term to maturity no greater than (and not more than
one year less than) the Deleted Mortgage Loan;
o be of the same or better credit quality classification as that of
the Deleted Mortgage Loan; and
o comply with each representation and warranty relating to the
Mortgage Loans in Section 2.04 as of the date of substitution.
Notwithstanding any other provisions of this Agreement, any Replacement
Mortgage Loan substituted for a Deleted Mortgage Loan that had a PO Percentage
greater than zero shall have a PO Percentage equal to the PO Percentage of the
Deleted Mortgage Loan.
"Reserve Fund": The separate Eligible Account created and maintained by
the Trustee pursuant to Section 4.09, in the name of the Trustee for the
benefit of the Certificateholders. Funds in the Reserve Fund shall be held in
trust for the Class R-II Certificateholders for the uses and purposes set
forth in this Agreement.
"Residual Certificate": A Class R-I and Class R-II Certificate.
"Responsible Officer": When used with respect to the Trustee, the
Chairman or Vice Chairman of the Board of Directors or Trustees, the Chairman
or Vice Chairman of the Executive or Standing Committee of the Board of
Directors or Trustees, the President, the Chairman of the Committee on Trust
Matters, any Vice President, any Assistant Vice President, the Secretary, any
Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any
Assistant Cashier, any Trust Officer or Assistant Trust Officer, the
Controller and any Assistant Controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the
above designated officers and also, with respect to a particular matter, any
other officer to whom the matter is referred because of the officer's
knowledge of and familiarity with the particular subject.
"Seller": Bank One, National Association or its successor in interest.
"Senior Certificate": Any Class 1A, Class 2A, Class 3A, Class 4A, Class
5A, or Class 6A Certificate.
"Senior Percentage": For any Distribution Date and any Certificate Group,
the lesser of (a) 100% and (b) a fraction whose numerator is the aggregate
Certificate Principal Balance of the related Senior Certificates before the
Distribution Date and whose denominator is the aggregate of the Principal
Balances of all of the Mortgage Loans in the related Sub-Pool (but excluding
the PO Percentage of the Mortgage Loans that have a PO Percentage greater than
zero) in each case before the Distribution Date.
"Senior Prepayment Percentage": For any Distribution Date within the
range indicated below and any Certificate Group, the percentage as indicated
below:
<TABLE>
<CAPTION>
Distribution Date Senior Prepayment Percentage
- --------------------- --------------------------------------------------------------------------
<S> <C>
4/2000 through 3/2005 100%
4/2005 through 3/2006 related Senior Percentage, plus 70% of the related Subordinate Percentage
4/2006 through 3/2007 related Senior Percentage, plus 60% of the related Subordinate Percentage
4/2007 through 3/2008 related Senior Percentage, plus 40% of the related Subordinate Percentage
4/2008 through 3/2009 related Senior Percentage, plus 20% of the related Subordinate Percentage
4/2009 and thereafter related Senior Percentage
</TABLE>
However, no reduction to the Senior Prepayment Percentage shall be made as of
any Distribution Date unless
either
o the outstanding principal balance of Mortgage Loans delinquent 60 days
or more averaged over the last six months, as a percentage of the
aggregate outstanding principal balance of all Mortgage Loans averaged
over the last six months, does not exceed 2% and
o Realized Losses on the Mortgage Loans to the Distribution Date if
occurring during the sixth, seventh, eighth, ninth, or tenth year (or
any year thereafter) after the Closing Date are less than 30%, 35%,
40%, 45%, or 50%, respectively, of the sum of the Initial Certificate
Principal Balances of the Class M Certificates and Class B
Certificates
or
o the outstanding principal balance of Mortgage Loans delinquent 60 days
or more averaged over the last six months, as a percentage of the
aggregate outstanding principal balance of all Mortgage Loans averaged
over the last six months, does not exceed 4% and
o Realized Losses on the Mortgage Loans to date for the Distribution
Date, if occurring during the sixth, seventh, eighth, ninth or tenth
year (or any year thereafter) are less than 10%, 15%, 20%, 25% or 30%,
respectively, of the sum of the Initial Certificate Principal Balances
of the Class M Certificates and Class B Certificates.
For any Distribution Date on which the Aggregate Subordinate Percentage
is less than the Aggregate Subordinate Percentage as of the Closing Date, the
Senior Prepayment Percentage shall be 100%. Notwithstanding the foregoing,
after the Certificate Principal Balances of the Class A Certificates are
reduced to zero, the Senior Prepayment Percentage shall be 0%. The "Aggregate
Subordinate Percentage" on any Distribution Date is the lesser of (a) 100% and
(b) a fraction whose numerator is the aggregate Certificate Principal Balances
of the Subordinate Certificates before the Distribution Date, and whose
denominator is the aggregate Certificate Principal Balances of all of the
Senior and Subordinate Certificates before the Distribution Date.
"Senior Principal Distribution Amount": For each Distribution Date and
any Certificate Group, the lesser of
(1) the aggregate Certificate Principal Balance of the related Senior
Certificates outstanding before the Distribution Date and
(2) the sum of
(w) the related Senior Percentage of the sum of
(i) the related Non-PO Percentage of all scheduled payments of
principal due on the related Mortgage Loans during the related
Due Period, whether or not received, and
(ii) the related Non-PO Percentage of the principal portion of any
unscheduled net collections (other than amounts described in
clauses (x) or (y)) received on the related Mortgage Loans
during the related Prepayment Period, including proceeds from
repurchases of Mortgage Loans, Insurance Proceeds, condemnation
awards, and Liquidation Proceeds,
(x) the related Senior Prepayment Percentage of the related Non-PO
Percentage of each voluntary prepayment of principal received on the
related Mortgage Loans during the related Prepayment Period,
(y) with respect to the principal portion of any net Liquidation Proceeds
received during the related Prepayment Period in connection with the
final liquidation of a related Mortgage Loan during the Prepayment
Period, the least of
(I) the then-applicable related Senior Prepayment Percentage of the
related Non-PO Percentage of net Liquidation Proceeds and
Insurance Proceeds allocable to principal in respect of the
Mortgage Loan,
(II) the then-applicable related Senior Percentage of the related
Non-PO Percentage of the Principal Balance of the Mortgage Loan
at the time of the Final Recovery Determination, and
(III) (A) unless the Certificate Principal Balances of the
Subordinate Certificates have been reduced to zero, the
principal portion of all amounts collected in connection with
the Final Recovery Determination to the extent not distributed
to the Class 7AX Certificates or (B) if the Certificate
Principal Balance of the Subordinate Certificates have been
reduced to zero, the related Non-PO Percentage all amounts
collected in connection with the Final Recovery Determination,
and
(z) in the case of any Distribution Date after the initial Distribution
Date, an amount equal to the excess of the Senior Principal
Distribution Amount for the preceding Distribution Date, over the
aggregate distributions of principal made on the Senior Certificates
on the preceding Distribution Date pursuant to Section 4.01 to the
extent that any of the amounts are not attributable to Realized Losses
or Extraordinary Trust Fund Expenses that were allocated to the
Certificates pursuant to Section 4.05.
"Servicer": HomeSide Lending, Inc. for the Mortgage Loans listed on the
Mortgage Loan Schedule as serviced by HomeSide Lending, Inc. and Bank One,
National Association for the Mortgage Loans listed on the Mortgage Loan
Schedule as serviced by Bank One, National Association, or any successors
under this Agreement. A reference to the Servicer refers to the appropriate
Servicer or both Servicers, as applicable.
"Servicer Mortgage File": All documents pertaining to a Mortgage Loan not
required to be included in the Trustee Mortgage File and held by the Servicer
or any Sub-Servicer.
"Servicer Remittance Date": The 14th day of each month or, if the 14th
day is not a Business Day the preceding Business Day.
"Servicing Advance": All customary, reasonable, and necessary out of
pocket costs incurred in the performance by the Servicer of its servicing
obligations that are unanticipated expenses of the REMIC, as defined in the
REMIC Provisions, for which the Servicer is entitled to reimbursement under
this Agreement.
"Servicing Fee": For each calendar month, as to each Mortgage Loan, (i)
an amount equal to one month's interest (or for any payment of interest
accompanying a Principal Prepayment, interest for the number of days covered
by the payment of interest on the Principal Prepayment) at a rate equal to the
servicing fee rate in the Mortgage Loan Schedule and (ii) increased by any
late payment charges, assumption fees, and other customary fees collected from
the Mortgagor and by any net income on Eligible Investments held in the
Collection Account.
"Servicing Officer": Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name appears on a list of servicing officers furnished to the Trustee on the
Closing Date by the Servicer pursuant to this Agreement, as the list may from
time to time be amended.
"S&P": Standard & Poor's Corporation or any successor thereto.
"Standard Hazard Policy": Each standard hazard insurance policy or
replacement therefor referred to in Section 3.14.
"Subordinate Certificates": The Class M and Class B Certificates.
"Subordinate Percentage": For any Distribution Date for each Certificate
Group, the sum of 100% minus the related Senior Percentage for the
Distribution Date.
"Subordinate Principal Distribution Amount": For any Distribution Date
and for any Certificate Group, an amount equal to the sum of
(w) the related Subordinate Percentage of the sum of
(i) the Non-PO Percentage of each scheduled payment of principal
due on the related Mortgage Loans during the related Due
Period, whether or not received, and
(ii) the Non-PO Percentage of the principal portion of any
unscheduled net collections (other than amounts described in
clauses (x) or (y) ) received on the related Mortgage Loans
during the related Prepayment Period, including proceeds from
repurchases of Mortgage Loans, Insurance Proceeds, condemnation
awards, and Liquidation Proceeds,
(x) the product of 100% minus the related Senior Prepayment Percentage
times the Non-PO Percentage of each voluntary prepayment of principal
received on the related Mortgage Loans during the related Prepayment
Period,
(y) with respect to the principal portion of any net Liquidation Proceeds
received during the related Prepayment Period in connection with the
final liquidation of a related Mortgage Loan during the Prepayment
Period, the principal portion of all amounts collected in connection
with the Final Recovery Determination to the extent not included in a
Senior Principal Distribution Amount and PO Principal Distribution
Amount, and
(z) in the case of any Distribution Date after the initial Distribution
Date, an amount equal to the excess of the Subordinate Principal
Distribution Amount for the Certificate Group for the preceding
Distribution Date, over the aggregate distributions of principal made
on the related Subordinate Certificates on the preceding Distribution
Date pursuant to Section 4.01 to the extent that any the amounts are
not attributable to Realized Losses or Extraordinary Trust Fund
Expenses that were allocated to the Certificates pursuant to Section
4.05.
"Sub-Pool": Any of Sub-Pool 1, Sub-Pool 2, Sub-Pool 3, Sub-Pool 4,
Sub-Pool 5, or Sub-Pool 6.
"Sub-Pool 1": The Mortgage Loans identified on Schedule I-l of Exhibit E.
For Certificate Group 1, Sub-Pool 1 is referred to as the related Sub-Pool and
the Mortgage Loans in the Sub-Pool are referred to as the related Mortgage
Loans. For Sub-Pool 1, Certificate Group 1 is referred to as the related
Certificate Group, the Certificates and Components in the Certificate Group
are referred to as the related Certificates and Components, and the REMIC I
Regular Interests whose designations end in "1" are the related REMIC I
Regular Interests.
"Sub-Pool 2": The Mortgage Loans identified on Schedule I-2 of Exhibit E.
For Certificate Group 2, Sub-Pool 2 is referred to as the related Sub-Pool and
the Mortgage Loans in the Sub-Pool are referred to as the related Mortgage
Loans. For Sub-Pool 2, Certificate Group 2 is referred to as the related
Certificate Group, the Certificates and Components in the Certificate Group
are referred to as the related Certificates and Components, and the REMIC I
Regular Interests whose designations end in "2" are the related REMIC I
Regular Interests.
"Sub-Pool 3": The Mortgage Loans identified on Schedule I-3 of Exhibit E.
For Certificate Group 3, Sub-Pool 3 is referred to as the related Sub-Pool and
the Mortgage Loans in the Sub-Pool are referred to as the related Mortgage
Loans. For Sub-Pool 3, Certificate Group 3 is referred to as the related
Certificate Group and the Certificates, Components in the Certificate Group
are referred to as the related Certificates and Components, and the REMIC I
Regular Interests whose designations end in "3" are the related REMIC I
Regular Interests.
"Sub-Pool 4": The Mortgage Loans identified on Schedule I-4 of Exhibit E.
For Certificate Group 4, Sub-Pool 4 is referred to as the related Sub-Pool and
the Mortgage Loans in the Sub-Pool are referred to as the related Mortgage
Loans. For Sub-Pool 4, Certificate Group 4 is referred to as the related
Certificate Group, the Certificates and Components in the Certificate Group
are referred to as the related Certificates and Components, and the REMIC I
Regular Interests whose designations end in "4" are the related REMIC I
Regular Interests.
"Sub-Pool 5": The Mortgage Loans identified on Schedule I-5 of Exhibit E.
For Certificate Group 5, Sub-Pool 5 is referred to as the related Sub-Pool and
the Mortgage Loans in the Sub-Pool are referred to as the related Mortgage
Loans. For Sub-Pool 5, Certificate Group 5 is referred to as the related
Certificate Group and the Certificates, Components in the Certificate Group
are referred to as the related Certificates and Components, and the REMIC I
Regular Interests whose designations end in "5" are the related REMIC I
Regular Interests.
"Sub-Pool 6": The Mortgage Loans identified on Schedule I-6 of Exhibit E.
For Certificate Group 6, Sub-Pool 6 is referred to as the related Sub-Pool and
the Mortgage Loans in the Sub-Pool are referred to as the related Mortgage
Loans. For Sub-Pool 6, Certificate Group 6 is referred to as the related
Certificate Group and the Certificates, Components in the Certificate Group
are referred to as the related Certificates and Components, and the REMIC I
Regular Interests whose designations end in "6" are the related REMIC I
Regular Interests.
"Sub-Servicer": Any other entity with respect to any Mortgage Loan under
any Sub-Servicing Agreement, either currently or in the future, applicable to
the Mortgage Loan and any successors and assigns under the Sub-Servicing
Agreement.
"Sub-Servicing Agreement": Any servicing agreement between the Servicer
and a Sub-Servicer pursuant to which the Servicer delegates any of its
servicing responsibilities with respect to any of the Mortgage Loans.
"Trust Fund": Collectively, the assets of the Trust Fund I and Trust Fund
II.
"Trust Fund I": Collectively, the assets of the Trust REMIC I and any
additions to it pursuant to this Agreement.
"Trust Fund II": Collectively, the assets of the Trust REMIC II and any
additions to it pursuant to this Agreement.
"Trust REMIC": Trust REMIC I and Trust REMIC II.
"Trust REMIC I": The corpus of the Trust Fund I created by this Agreement
consisting of
o the Mortgage Loans listed in the Mortgage Loan Schedule, including all
interest and principal received or receivable by the Depositor on the
Mortgage Loans after the Cut-off Date, but not including payments of
principal and interest due on the Mortgage Loans by the Cut-off Date,
together with the Mortgage Files relating to the Mortgage Loans,
o REO Property,
o the Collection Account and the Distribution Account and all amounts
deposited in them pursuant to this Agreement,
o any insurance policies with respect to the Mortgage Loans,
o all proceeds of the conversion, voluntary or involuntary, of any of
the foregoing into cash or other liquid property, and
o the Depositor's rights under the Mortgage Loan Purchase Agreement.
"Trust REMIC II": The segregated pool of assets consisting of the REMIC I
Regular Interests conveyed in trust to the Trustee for the benefit of the
Holders of REMIC II Certificates pursuant to Section 2.01(a), for which a
separate REMIC election is to be made.
"Trustee": LaSalle Bank National Association, a national banking
association, not in its individual capacity, but solely in its capacity as
trustee for the benefit of the Certificateholders under this Agreement, and
any successor under this Agreement.
"Trustee Mortgage File": The mortgage documents listed in Section
2.01(i)-(vii) pertaining to a particular Mortgage Loan and any additional
documents required to be added to the Trustee Mortgage File pursuant to this
Agreement.
"U.S. Person": A citizen or resident of the United States, a corporation,
partnership, or other entity created or organized in, or under the laws of,
the United States or any of its states (including the District of Columbia),
or an estate or trust whose income from sources without the United States is
includable in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within
the United States.
"Uncertificated Accrued Interest": For any REMIC I Regular Interest
(other than REMIC I Regular Interest LT-PO-1, REMIC I Regular Interest
LT-PO-2, REMIC I Regular Interest LT-PO-3, REMIC I Regular Interest LT-PO-4,
and REMIC I Regular Interest LT-PO-6), for any Distribution Date, one month's
interest at the REMIC I Remittance Rate applicable to the REMIC I Regular
Interest for the Distribution Date, accrued on the Uncertificated Balance of
the REMIC I Regular Interest outstanding before the Distribution Date
increased by the excess of the Interest Distribution Amount for the
Corresponding Class for the preceding Distribution Date over the aggregate
distributions of interest made on the Corresponding Class on the preceding
Distribution Date reduced by the allocable share for the Corresponding Class
of Prepayment Interest Shortfalls and Relief Act Interest Shortfalls.
"Uncertificated Balance": As of any date of determination, initially the
initial Uncertificated Balance of the REMIC I Regular Interest as stated in
the Preliminary Statement, and then the Uncertificated Balance of the REMIC I
Regular Interest after all reduction for distributions and allocations of
principal, Realized Losses, and Extraordinary Trust Fund Expenses on the
Distribution Dates before the date of determination.
"Voting Rights": The portion of the aggregate voting rights of all the
Certificates evidenced by a Certificate. Ninety-nine percent of all Voting
Rights will be allocated to the Certificates (other than the Residual
Certificates), and 0.5% of all Voting Rights will be allocated to each of the
Class R-I Certificates and the Class R-II Certificates, in each of these cases
in proportion to their Certificate Principal Balances.
"Weighted Average Net Mortgage Rate": For any Distribution Date and the
Mortgage Loans in any Sub-Pool, the rate per annum equal to the weighted
average, expressed as a percentage and rounded to four decimal places, of the
respective Net Mortgage Rates of the Mortgage Loans constituting the Sub-Pool
for the Distribution Date, weighted on the basis of the respective Principal
Balances of the Mortgage Loans outstanding before the Distribution Date.
"X Components": Components X-1, X-2, X-3, X-4, and X-6.
SECTION 1.02 Rules of Construction.
Except as otherwise expressly provided in this Agreement or unless the
context clearly requires otherwise:
(a) Defined terms that are used only in one section or only in another
definition may be omitted from the list of defined terms in Section 1.01.
Defined terms used in this Agreement are sometimes defined after their
first use without a reference such as "(as hereinafter defined)." Defined
terms include, as appropriate, all genders and the plural as well as the
singular.
(b) References to designated articles, sections, subsections, exhibits,
and other subdivisions of this Agreement, such as "Section 6.12 (a)," refer
to the designated article, section, subsection, exhibit, or other
subdivision of this Agreement as a whole and to all subdivisions of the
designated article, section, subsection, exhibit, or other subdivision. The
words "herein," "hereof," "hereto," "hereunder," and other words of similar
import refer to this Agreement as a whole and not to any particular
article, section, exhibit, or other subdivision of this Agreement.
(c) Any term that relates to a document or a statute, rule, or regulation
includes any amendments, modifications, supplements, or any other changes
that may have occurred since the document, statute, rule, or regulation
came into being, including changes that occur after the date of this
Agreement.
(d) Any party may execute any of the requirements under this Agreement
either directly or through others, and the right to cause something to be
done rather than doing it directly shall be implicit in every requirement
under this Agreement. Unless a provision is restricted as to time or
limited as to frequency, all provisions under this Agreement are implicitly
available and things may happen from time to time.
(e) The term "including" and all its variations mean "including but not
limited to." Except when used in conjunction with the word "either," the
word "or" is always used inclusively (for example, the phrase "A or B"
means "A or B or both," not "either A or B but not both").
(f) A reference to "a [thing]" or "any [of a thing]" does not imply the
existence or occurrence of the thing referred to even though not followed
by "if any," and "any [of a thing]" is any of it. A reference to the plural
of anything as to which there could be either one or more than one does not
imply the existence of more than one (for instance, the phrase "the
obligors on a note" means "the obligor or obligors on a note"). "Until
[something occurs]" does not imply that it must occur and will not be
modified by the word "unless." The word "due" and the word "payable" are
each used in the sense that the stated time for payment has past. The word
"accrued" is used in its accounting sense, i.e. an amount paid is no longer
accrued. In the calculation of amounts of things, differences and sums may
generally result in negative numbers, but when the calculation of the
excess of one thing over another results in zero or a negative number, the
calculation is disregarded and an "excess" does not exist. Portions of
things may be expressed as fractions or percentages interchangeably.
(g) All accounting terms used in an accounting context and not otherwise
defined, and accounting terms partly defined in this Agreement, to the
extent not completely defined, shall be construed in accordance with
generally accepted accounting principles. To the extent that the
definitions of accounting terms in this Agreement are inconsistent with
their meanings under generally accepted accounting principles, the
definitions contained in this Agreement shall control. Capitalized terms
used in this Agreement without definition that are defined in the Uniform
Commercial Code are used in this Agreement as defined in the Uniform
Commercial Code.
(h) In the computation of a period of time from a specified date to a
later specified date or an open-ended period, the word "from" or
"beginning" means "from and including," the words "to" or "until" mean "to
but excluding," and the word "through" means "to and including." Likewise,
in setting deadlines or other periods, "by" means "on or before." The words
"preceding," "following," and words of similar import, mean immediately
preceding or following. References to a month or a year refer to calendar
months and calendar years.
(i) Unless otherwise specified, all calculations shall be made on the
basis of a 360-day year consisting of twelve 30-day months.
(j) Any reference to the enforceability of any agreement against a party
means that it is enforceable, subject as to enforcement against the party,
to applicable bankruptcy, insolvency, reorganization, and other similar
laws of general applicability relating to or affecting creditors' rights
and to general equity principles.
ARTICLE II
CONVEYANCE OF TRUST FUND;
REPRESENTATIONS AND WARRANTIES
SECTION 2.01 Conveyance of Trust Fund.
The Depositor hereby establishes a trust, appoints the Trustee as
trustee, and transfers to the Trustee for the benefit of the holders of the
uncertificated Trust REMIC I interests and the Class R-I Certificateholders,
without recourse, the Depositor's interest in the assets transferred to Trust
REMIC I in exchange for the uncertificated Trust REMIC I interests and the
Class R-I Certificates. The Depositor hereby transfers to the Trustee for the
benefit of the Certificateholders of Trust REMIC II (other than the Class R-II
Certificateholders) without recourse, the uncertificated REMIC I Regular
Interests in exchange for the Certificates (other than the Class R-II
Certificates). The Depositor hereby transfers the Class R-I Certificates to
the Seller.
The Seller hereby transfers to the Trustee, without recourse, all
interest of the Seller in Trust REMIC I.
In connection with this transfer, the Seller will, at least three
Business days before the Closing Date, deliver to the Trustee or its agents,
the following documents with respect to each transferred Mortgage Loan:
(i) the original Mortgage Note, endorsed in the following form: "Pay
to the order of LaSalle Bank National Association, as Trustee for the
benefit of Certificateholders of Bank One Mortgage-Backed Pass-Through
Certificates, Series 2000-1, without recourse," with all prior and
intervening endorsements showing a complete chain of endorsement from the
originator to the person so endorsing to the Trustee or, if the Mortgage
Note has been lost or destroyed and has not been replaced, a copy of the
Mortgage Note if available certified by the Seller to be a true copy of
the Mortgage Note together with an affidavit from an authorized officer
of the Seller certifying that the Mortgage Note has been lost, misplaced,
or destroyed and has not been replaced;
(ii) (a) the original Mortgage or copy of the Mortgage with evidence
of recording thereon, and (b) the original or a copy of the recorded
power of attorney, if the Mortgage was executed pursuant to a power of
attorney, with evidence of recording thereon;
(iii) the original recorded assignments of the Mortgage and
originals or copies of all intervening assignments showing a complete
chain of assignment from the originator to the person assigning the
Mortgage to MERS and, if previously recorded, then the original
assignment of Mortgage to MERS noting the presence of a MIN;
(iv) if not previously recorded, the original assignment of Mortgage
to MERS;
(v) the original or copies of each assumption, modification, written
assurance, or substitution agreement that exists with respect to a
Mortgage;
(vi) the original of the lender's title insurance policy or a copy
certified to be a true copy of it by the applicable insurer or attorney's
opinion of title, together with all endorsements or riders that were
issued with or after the issuance of the policy, insuring the priority of
the Mortgage as a first lien on the Mortgaged Property represented
therein as a fee simple interest vested in the mortgagor; and
(vii) for each Mortgage Loan identified on Schedule I as having
primary mortgage insurance either (x) a certificate from the issuer of a
primary mortgage insurance policy, certifying that a primary mortgage
insurance policy is in full force, (y) the original primary mortgage
insurance policy for the Mortgage Loan, or (z) a copy certified by the
Seller to be a true copy of the primary mortgage insurance policy.
If any of the documents referred to in (ii), (iii), (iv), or (v) 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 the public recording office has retained the original of the document, the
obligations of the Seller to deliver the documents shall be satisfied upon
(1)(A) delivery to the Trustee of a copy of each the document certified by the
Seller to be a true copy of the original that was submitted for recording and
(B) delivery to the Trustee promptly on its receipt of either the original or
a copy of the document certified by the applicable public recording office to
be a true copy of the original or (2) for a Mortgage or related assignments of
Mortgage, a copy of the Mortgage and related assignments of Mortgage certified
by a title insurance or escrow company, evidencing that the Mortgage and
assignments of Mortgage have been delivered to the appropriate public
recording office for recordation, in the case of (1) and (2) above not later
than 180 days after the Closing Date. The Seller shall deliver to the Trustee
promptly on their receipt any other original documents constituting a part of
a Mortgage File received with respect to any Mortgage Loan, including any
original documents evidencing an assumption or modification of any Mortgage
Loan. If the Seller cannot deliver an original or true copy certified as
stated above of the document required to be delivered pursuant to clauses
(ii), (iii), (iv), or (v) of this Section, within 180 days of the Closing Date
(unless the Seller certifies that the related Mortgage or a related assignment
or Mortgage has not been returned from the relevant recording office at the
time, in which case the Seller shall make the delivery within 360 days of the
Closing Date), the Seller shall purchase the related Mortgage Loan at its
Purchase Price or, replace the Mortgage Loan with a Replacement Mortgage Loan
if the substitution occurs within the time periods for substitution in Section
2.04.
The Seller shall promptly (and in no event later than 45 Business Days
following the Closing Date) submit for recording, at no expense to the Trust
or the Trustee, in the appropriate public office for real property records,
each assignment of Mortgage referred to in clause (iv) of this Section.
The Seller shall be responsible for the expense of recording each of the
documents referred to above.
The Seller further agrees it will take any action necessary to cause, at
the Seller's expense, by the Closing Date, the MERS(R) System to indicate that
the Mortgage Loans have been assigned by the Seller to the Trustee for the
benefit of the Certificateholders of the Bank One Mortgage Backed Pass-Through
Certificates, Series 2000-1 Trust. The Seller further agrees that it will not,
and will not permit any person to, alter the codes in the MERS computer files
that identify the Trustee as the beneficial owner and the series of
certificates issued in connection with the Mortgage Loans for any Mortgage
Loan during the term of this Agreement until the Mortgage Loan is repurchased
pursuant to this Agreement. The Seller also agrees to pay any costs in
connection with indicating on the MERS(R) System that the Mortgage Loan has
been assigned by the Trustee to the Seller if the Mortgage Loan is repurchased
pursuant to this Agreement.
Upon delivery to the Seller (x) by the public recording office of any
recorded original Mortgage, power of attorney, or assignment of Mortgage, or
(y) by a title insurance or escrow company of any lender's title insurance
policy, the Seller shall promptly (and in no event later than five Business
Days following receipt) deliver the document to the Trustee.
SECTION 2.02 Acceptance by Trustee.
The Trustee will hold the documents referred to in Section 2.01(i)-(vii)
and the other documents constituting a part of the Trustee Mortgage Files
delivered to it pursuant to Section 2.01 in trust for the use and benefit of
all present and future Certificateholders. Upon execution and delivery of this
Agreement and within 45 days after the execution and delivery of this
Agreement, the Trustee shall ascertain whether all documents required to be
delivered to it pursuant to Section 2.01(i) (for the Initial Certification,
and Section 2.01 for the Final Certification) are in its possession, and shall
deliver to the Depositor, the Seller, and the Servicer a certification (upon
execution and delivery of this Agreement, the "Initial Certification" and
within 90 days thereof, the "Final Certification," respectively) in the forms
of Exhibits F-1 and F-2 to the effect that, as to each Mortgage Loan listed in
the Mortgage Loan Schedule:
o all documents required to be delivered to the Trustee pursuant to
this Agreement are in its possession,
o the documents have been reviewed by it and have not been mutilated,
damaged, defaced, torn, or otherwise physically altered, and the
documents purport on their face to relate to the Mortgage Loan, and
o the related Mortgage Note has been endorsed and each related
assignment of Mortgage has been delivered as provided in Section
2.01.
The Trustee shall deliver to the Depositor, the Seller, and the Servicer a
copy of the Final Certification. If, in the course of the review, the Trustee
finds any documents constituting a part of a Trustee Mortgage File that do not
meet the requirements of the foregoing certification, the Trustee shall
promptly notify the Seller, the Servicer, and the Depositor in writing, and
request that the Seller correct the defect. The Trustee shall promptly notify
the Depositor, the Seller, and the Servicer in writing if any original
assignment referred to in clause (iii) of Section 2.01 or duplicate original
or a copy certified by the Seller or the applicable recording office has not
been received by it before July 1, 2000. If the Seller fails to cure any
deficiency reflected in the Final Certification within 60 days of the Final
Certification, or any longer period of time permitted in the fourth paragraph
of Section 2.01, the Trustee is not obligated to cure the same, and the Seller
shall purchase the Mortgage Loan at its Purchase Price or replace the Mortgage
Loan with a Replacement Mortgage Loan if the substitution occurs within the
time periods for substitution in Section 2.04. The Trustee's review pursuant
to this Section is limited solely to confirming that the documents delivered
pursuant to Section 2.01 have been received and that those documents purport
on their face to have been executed and to relate to the applicable Mortgage
Loan.
The Depositor agrees that at any time on written request of the Trustee,
the Depositor shall promptly and duly execute and deliver any further
documents and assurances, and take any further actions the Trustee reasonably
requests to obtain or more fully vest the benefits of the assignment intended
under this Agreement (as stated in Section 2.01 and in Section 2.03) and of
the rights granted in this Agreement.
The Trustee, or its custodian, shall retain possession and custody of
each Trustee Mortgage File subject to this Agreement. Any request for a
release of a Trustee Mortgage File shall be in the form of Exhibit G.
SECTION 2.03 Representations, Warranties, and Covenants of the Seller.
The Seller hereby represents and warrants to, and covenants with, the
Depositor and the Trustee that, as of the date of this Agreement:
(a) The Seller is a national banking association duly organized, validly
existing, and in good standing under the laws of the United States of America
and has full power and authority (i) to conduct its business as presently
conducted by it and (ii) to execute and deliver this Agreement and perform its
obligations under this Agreement. The Seller is and will remain in compliance
with the laws of each state in which any Mortgaged Property is located to the
extent necessary to perform its obligations under this Agreement.
(b) The Seller has the full corporate power and authority to execute,
deliver, and perform this Agreement and has duly authorized by all necessary
corporate action on the part of the Seller the execution, delivery, and
performance of this Agreement; and this Agreement has been duly executed and
delivered by the Seller and, assuming its due authorization, execution, and
delivery by its other parties, constitutes a valid and legally binding
obligation of the Seller, enforceable against the Seller in accordance with
its terms.
(c) The execution, delivery, and performance of this Agreement by the
Seller will not (i) conflict with any provision of the charter or by-laws of
the Seller or any law, rule, regulation, order, judgment, award,
administrative interpretation, injunction, writ, decree, or the like affecting
the Seller or by which the Seller is bound or (ii) result in a breach of or
constitute a default (or an event that, with notice or lapse of time or both,
would constitute a default) under any indenture or other material agreement to
which the Seller is a party or by which the Seller is bound, that in the case
of either clause (i) or (ii) will have a material adverse effect on the
Seller's ability to perform its obligations under this Agreement.
(d) The Seller is, and will remain, subject to supervision and
examination by applicable state or federal authority and will remain in good
standing and qualified to do business where so required by applicable law and
is, and will remain (individually, or through a subservicer) an approved
servicer of conventional mortgage loans for Fannie Mae or Freddie Mac.
(e) No litigation is pending or, to the best of the Seller's knowledge,
threatened against the Seller before any court, governmental authority,
arbitrator, or instrumentality that if determined adversely to the Seller may
reasonably be expected, individually or in the aggregate, to have a material
and adverse affect on the Seller's ability to perform its obligations under
this Agreement or to affect the legality, validity, or enforceability of this
Agreement.
(f) The Seller is solvent and the sale of the Mortgage Loans will not
cause the Seller to become insolvent. The sale of the Mortgage Loans is not
undertaken with the intent to hinder, delay, or defraud any of the Seller's
creditors.
(g) Upon delivery to the Seller (i) by the public recording office of any
recorded original Mortgage, power of attorney, or assignment of Mortgage, or
(ii) by a title insurance or escrow company of any lender's title insurance
policy, the Seller shall promptly (and in no event later than five Business
Days following receipt) deliver the document to the Trustee. Except for
permits and similar authorizations required under the securities or "blue sky"
laws, no consent, approval, authorization, or order of any court or
governmental agency or body or any outside party is required for the
execution, delivery, and performance by the Seller of, or compliance by the
Seller with, this Agreement or the consummation of the transactions
contemplated hereby, or if any such consent, approval, authorization, or order
is required, the Seller has obtained it.
(h) No written information, certificate of an officer, written statement,
or other written information or report prepared and delivered by the Seller to
the Purchaser, any affiliate of the Purchaser, or the Trustee (taking into
account any corrections to any of them delivered in writing to the Purchaser
before the Closing Date) for use in connection with the purchase of the
Mortgage Loans and the transactions contemplated under this Agreement contains
any untrue statement of a material fact, or omits a material fact necessary to
make the information, certificate, statement, or report not misleading in any
material respect.
(i) This Agreement and all other documents related hereto to which the
Seller is a party have been approved by the Seller's board of directors, which
approval is reflected in the minutes of the board, and shall continuously from
the time of each document's execution, be maintained as an official record of
the Seller.
(j) Except for Morgan, Stanley & Co. Incorporated and Credit Suisse First
Boston Corporation, the Seller has not dealt with any broker or agent or other
person who might be entitled to compensation in connection with the
transaction contemplated by this Agreement other than the Purchaser and its
affiliates, accountants, attorneys, advisors, or consultants, unless the
compensation will be paid on the Closing Date or is not payable out of the
proceeds of the transaction.
(k) The transfer of the Mortgage Notes and the Mortgages by the Seller
under this Agreement are not subject to the bulk transfer laws or any similar
statutory provisions in effect in any applicable jurisdiction.
(l) The transactions contemplated by this Agreement are in the ordinary
course of business of the Seller.
(m) The Seller is a member of MERS in good standing, and current in
payment of all fees and assessments imposed by MERS, and has complied and will
comply with the rules and procedures of MERS in connection with (i) the
servicing of Mortgage Loans that are registered with MERS before their
assignment to the Trustee, and (ii) the assignment to the Trustee as assignee
of the Purchaser of the Mortgage relating to each such Mortgage Loan,
including that the Seller shall have confirmed the transfer to the Trustee, as
the assignee of the Purchaser, of the Mortgages on the MERS(R) System.
The representations and warranties in this Section shall survive the
Closing Date.
SECTION 2.04 Representations, Warranties, and Covenants of the Seller
with respect to the Mortgage Loans.
The Seller hereby represents and warrants to, and covenants with, the
Depositor and the Trustee for the benefit of the Certificateholders that each
of the representations in Exhibit L is true as to each Mortgage Loan, as of
the Cut-off Date or any other date specified in the representation or
warranty.
Upon the discovery by the Depositor, the Seller, the Servicer, or the
Trustee (or on written notice from a Certificateholder) of a breach of any of
the representations and warranties of the Seller made in this Section 2.04
about any Mortgage Loan, or any breach of a representation or warranty of the
Seller in Section 2.03, that, individually or in the aggregate, materially and
adversely affect the interests of the Certificateholders in the Mortgage
Loans, the party discovering the breach shall give prompt written notice to
the other parties. The Trustee shall promptly notify the Seller of the breach
and request that the Seller cure the breach within 90 days (or if the breach
is not capable of being cured within 90 days, and if the Seller is diligently
pursuing its cure, within 120 days) from the date of the notice, and if the
Seller does not cure the breach in all material respects, the Seller shall
either (i) substitute Replacement Mortgage Loans for the related Mortgage
Loan, which substitution must be made as specified in this Section or (ii)
purchase the Mortgage Loan held for the benefit of the Certificateholders from
the Trustee at its Purchase Price.
The Seller may not substitute Replacement Mortgage Loans for the affected
Mortgage Loan more than three months after the Closing Date (or more than two
years after the Closing Date if the related Mortgage Loan is a "defective
obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code), and
any substitution must be accompanied by an Officers' Certificate delivered to
the Trustee, certifying that the Replacement Mortgage Loan conforms to the
requirements of this Agreement, and by an Opinion of Counsel to the effect
that the substitution will not cause either Trust REMIC to fail to qualify as
a REMIC and will not result in a prohibited transaction tax, which Opinion of
Counsel shall be paid for by the Seller. Notwithstanding the foregoing, if the
breach would cause the Mortgage Loan not to be a "qualified mortgage loan" as
described in Section 860G(a)(3) of the Code, any substitution or purchase must
occur within 90 days of the discovery of the breach.
The Seller shall deliver to the Trustee or its agent, the related
Mortgage Note, the related Mortgage, and the other documents required by
Section 2.01 for each Replacement Mortgage Loan, with the Mortgage Note
endorsed in blank.
No substitution will be made in any calendar month after the
Determination Date for the month. Scheduled monthly payments due on
Replacement Mortgage Loans in the month of substitution shall not be part of
the Trust Fund and will be remitted by the Servicer to the Seller on the next
Distribution Date. For the month of substitution, distributions to
Certificateholders will include the scheduled monthly payment due on the
Deleted Mortgage Loan for the month, and thereafter the Seller shall be
entitled to retain all amounts received on the Deleted Mortgage Loan.
On the substitution, the Servicer shall amend the Mortgage Loan Schedule
to reflect the removal of the Deleted Mortgage Loan and the substitution of
the Replacement Mortgage Loans and shall deliver the amended Mortgage Loan
Schedule to the Depositor, the Seller, and the Trustee. On the substitution,
the Replacement Mortgage Loans shall be subject to this Agreement in all
respects and the Seller shall be considered to have made, as of the date of
substitution, with respect to the Replacement Mortgage Loans, the
representations and warranties pertaining to the Mortgage Loans contained in
this Section. On receipt of the Trustee Mortgage File pertaining to any
Replacement Mortgage Loans, the Trustee shall release the Trustee Mortgage
File relating to the Deleted Mortgage Loan to the Seller or Servicer, as
applicable, and shall execute and deliver instruments of transfer, without
recourse, appropriate to vest title (to the extent that title was transferred
to the Trustee) in the Seller, or its designee, to any Deleted Mortgage Loan
substituted for pursuant to this Section. The Seller or Servicer, as
applicable, shall receipt for the Trustee Mortgage File delivered to it.
In any month in which the Seller substitutes one or more Replacement
Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will
determine the amount by which the aggregate Principal Balance of all the
Replacement Mortgage Loans as of the date of substitution is less than the
aggregate Principal Balance of all the Deleted Mortgage Loans (in each case
after application of scheduled principal portion of the monthly payments
received in the month of substitution). The amount of the shortage shall be
deposited into the Collection Account by the Seller in the month of
substitution pursuant to Section 3.06, without any right to reimbursement for
it. The Servicer shall give the Trustee written notice of the deposit of the
shortage, which shall be accompanied by an Officer's Certificate of a
Servicing Officer as to the calculation of the shortage.
If the Seller has repurchased a Mortgage Loan, after the Trustee receives
written notice of the deposit of the Purchase Price, the Trustee shall release
the related Trustee Mortgage File to the Seller, and the Trustee shall execute
and deliver instruments of transfer, without recourse, appropriate to transfer
title (to the extent that title was transferred to the Trustee) from the
Trustee for the benefit of the Certificateholders and vest title in the Seller
or Servicer, or its designee, as the case may be, to any Mortgage Loan
purchased pursuant to this Section 2.04. The obligation under this Agreement
of any person to repurchase or substitute any Mortgage Loan as to which a
breach has occurred and is continuing shall constitute the sole and exclusive
remedy respecting the breach available to Certificateholders or the Trustee on
their behalf.
All expenses incidental to any substitution or repurchase under this
Section shall be borne by the Seller.
SECTION 2.05 Issuance of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans
together with the assignment to it of all the other assets included in the
Trust Fund, receipt of which is hereby acknowledged. Concurrently with the
assignment and delivery, the Trustee has executed (i) the Class 1A, Class 2A,
Class 3A, Class 4A, Class 5A, Class 6A, Class 7AX, Class M-1, Class M-2, Class
M-3, Class B-1, Class B-2, Class B-3, and Class R-II Certificates and caused
them to be authenticated and delivered on the written order of the Depositor
in authorized denominations that evidence ownership of Trust Fund II and (ii)
the Class R-I Certificates and caused them to be authenticated and delivered
on the written order of the Depositor in authorized denominations that
evidence ownership of the residual interest in Trust Fund I. The rights of the
Holders of the Certificates to receive distributions from Trust REMIC II and
all ownership interests of the Holders of the Class 1A, Class 2A, Class 3A,
Class 4A, Class 5A, Class 6A, Class 7AX, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2, Class B-3, and Class R-II Certificates in the
distributions (along with the rights of the Class R-I Certificates to receive
distributions from Trust REMIC I and all ownership interests of their Holders)
shall be as stated in this Agreement.
SECTION 2.06 REMIC Provisions.
(a) The Depositor hereby elects and instructs the Trustee to treat each
Trust REMIC as a real estate mortgage investment conduit under the Code and,
if necessary, under applicable state law. The Trustee shall make the election
on Form 1066 or other appropriate federal tax or information return (including
Form 8811) or any appropriate state return (x) for the taxable year ending on
the last day of the calendar year in which the Certificates are issued and (y)
by an attachment making the election and stating that the election is being
made as a protective matter, for the taxable year ending on the last day of
the calendar year in which all or a portion of the Certificates are first sold
by the Seller to any party other than an affiliate. The Closing Date is hereby
designated as the "startup day" (the "Startup Day") of each Trust REMIC within
the meaning of Section 860G(a)(9) of the Code for purposes of the election
made under clause (x) above and the date of the first sale of Certificates by
the Seller to any party other than an affiliate is hereby designated as the
"startup day" for purposes of the protective election to be made pursuant to
clause (y) above. The "regular interests" (within the meaning of Section 860G
of the Code) in Trust REMIC I shall consist of the REMIC I Regular Interests,
and the "residual interest" in Trust REMIC I shall consist of the Class R-I
Certificates. The "regular interests" (within the meaning of Section 860G of
the Code) in Trust REMIC II shall consist of regular interests listed in the
Preliminary Statement and the "residual interest" in Trust REMIC II shall
consist of the Class R-II Certificates. The Depositor and the Trustee shall
not permit the creation of any "interests" (within the meaning of Section 860G
of the Code) in Trust REMIC I other than the REMIC I Regular Interests and the
Class R-I Certificates. The Depositor and the Trustee shall not permit the
creation of any "interests" (within the meaning of Section 860G of the Code)
in Trust REMIC II other than those represented by the Class A, Class 7AX,
Class M, Class B, and Class R-II Certificates.
(b) The Seller, on behalf of the Holders of the Class R-I Certificates,
shall act as agent for the Class R-I Certificateholder as the "tax matters
person" (within the meaning of the REMIC Provisions) for Trust REMIC I in the
manner provided under Treasury regulations section 1.860F-4(d) and temporary
Treasury regulations section 301.6231(a)(7)-1T. The Seller, on behalf of the
Holders of the Class R-II Certificates, shall act as agent for the Class R-II
Certificateholder as the "tax matters person" (within the meaning of the REMIC
Provisions) for Trust REMIC II in the manner provided under Treasury
regulations section 1.860F-4(d) and temporary Treasury regulations section
301.6231(a)(7)-1T. By its acceptance of a Residual Certificate, each of its
Holders shall have agreed to this appointment and shall have consented to the
appointment of the Trustee as its agent to act on behalf of the applicable
Trust REMIC pursuant to the specific duties outlined in this Agreement.
(c) The Trustee shall act as attorney-in-fact and as agent on behalf of
the tax matters person of each Trust REMIC and in that capacity the Trustee
shall:
(i) prepare, sign, and file federal and state tax returns using a
calendar year as the taxable year for each Trust REMIC when and as
required by the REMIC Provisions and other applicable federal income tax
laws as the direct representative of each Trust REMIC in compliance with
the Code and shall provide copies of the returns as required by the Code;
(ii) make an election, on behalf of each Trust REMIC, to be treated
as a REMIC on the federal tax return of each Trust REMIC for its first
taxable year, in accordance with the REMIC Provisions; and
(iii) prepare and forward to the Certificateholders and to any
governmental taxing authority all information reports as and when
required to be provided to them in accordance with the REMIC Provisions
and the Code. The expenses of preparing and filing the returns shall be
borne by the Trustee. The Depositor and Servicer shall provide on a
prompt and timely basis to the Trustee or its designee the information
with respect to each Trust REMIC in their possession and reasonably
required or requested by the Trustee to enable it to perform its
obligations under this subsection.
In its capacity as attorney-in-fact and as agent on behalf of the tax
matters person, the Trustee shall also:
(A) act on behalf of each Trust REMIC in relation to any tax matter
or controversy involving the Trust Fund,
(B) represent the Trust Funds in any administrative or judicial
proceeding relating to an examination or audit by any governmental taxing
authority with respect thereto, and
(C) cause to be paid solely from the sources provided in this
Agreement the amount of any taxes imposed on each Trust REMIC when and as
it shall be payable (but the obligation shall not prevent the Trustee or
any other appropriate person from contesting any tax in appropriate
proceedings and shall not prevent the Trustee from withholding payment of
the tax, if permitted by law, pending the outcome of the proceedings).
The expense of any such representation shall be borne by the Holders of
the Residual Certificates unless the expense is caused by a breach of the
Trustee's duties or the Servicer's duties under this Agreement, in which
case the expenses shall be borne by the Trustee or the Servicer, as the
case may be.
(d) The Trustee shall provide (i) to any transferor of a Residual
Certificate the information necessary for the application of any tax relating
to the transfer of a Residual Certificate to any person who is not a permitted
transferee, (ii) to the Certificateholders the information or reports required
by the Code or the REMIC Provisions, including reports relating to interest,
original issue discount and market discount, or premium, and (iii) to the
Internal Revenue Service the name, title, address, and telephone number of the
person who will serve as the representative of each Trust REMIC.
(e) The Trustee, the Depositor, and the Holder of the Residual
Certificates shall take any action or cause the Trust Fund to take any action
necessary to create or maintain the status of the Trust REMICs as REMICs under
the REMIC Provisions, and shall assist each other as necessary to create or
maintain REMIC status. Neither the Trustee nor the Holder of the Residual
Certificates shall take any action, cause the Trust Fund to take any action,
or fail to take (or fail to cause the Trust Fund to take) any action that,
under the REMIC Provisions, if taken or not taken, as the case may be, could
(i) endanger the status of the Trust REMICs as REMICs or (ii) result in the
imposition of a tax on the Trust REMICs (including the tax on prohibited
transactions as defined in Code Section 860F(a)(2) and the tax on prohibited
contributions in Section 860G(d) of the Code) (either an "Adverse REMIC
Event") unless the Trustee has received an Opinion of Counsel (at the expense
of the party seeking to take the action) to the effect that the contemplated
action will not endanger the REMIC status or result in the imposition of a
tax.
The Trustee shall not take or fail to take any action (whether or not
authorized under this Agreement) as to which the Servicer or Depositor has
advised it in writing that it has received an Opinion of Counsel to the effect
that an Adverse REMIC Event could occur with respect to the action. In
addition, before taking any action with respect to either Trust REMIC or its
respective assets, or causing either Trust REMIC to take any action, which is
not expressly permitted under this Agreement, the Trustee will consult with
the Servicer and Depositor or their designees, in writing, with respect to
whether the action could cause an Adverse REMIC Event to occur with respect to
either Trust REMIC, and the Trustee shall not take any such action or cause
either Trust REMIC to take any such action as to which the Servicer or
Depositor has advised it in writing that an Adverse REMIC Event could occur.
In addition, before taking any action with respect to either Trust REMIC
or their assets, or causing either Trust REMIC to take any action, which is
not expressly permitted under of this Agreement, the Holders of the Residual
Certificates will consult with the Trustee or its designee, in writing, with
respect to whether the action could cause an Adverse REMIC Event to occur with
respect to either Trust REMIC, and no person shall take any action or cause
the Trust Fund to take any action as to which the Trustee has advised it in
writing that an Adverse REMIC Event could occur. The Trustee may consult with
counsel about written advice, and the cost of same shall be borne by the party
seeking to take action not expressly permitted by this Agreement.
At all times required by the Code, the Servicer will, to the extent
within its control and the scope of its duties under this Agreement, maintain
substantially all of the assets of each Trust REMIC as "qualified mortgages"
as defined in Section 860G(a)(3) of the Code and "permitted investments" as
defined in Section 860G(a)(5) of the Code.
(f) If any tax is imposed on "prohibited transactions" of either Trust
REMIC, as defined in Section 860F(a)(2) of the Code, on "net income from
foreclosure property" of either Trust REMIC, as defined in Section 860G(c) of
the Code, on any contributions to either Trust REMIC after its Startup Day
pursuant to Section 860G(d) of the Code, or any other tax is imposed by the
Code or any applicable provisions of state or local tax laws, the tax shall be
charged (i) to the Servicer, if the tax results from a breach by the Servicer
of any of its obligations under this Agreement or if the Servicer has in its
sole discretion determined to indemnify the Trust Fund against the tax, (ii)
to the Trustee, if the tax results from a breach by the Trustee of any of its
obligations under this Article II, or (iii) otherwise against amounts on
deposit in the Collection Account as provided by Section 3.07, and on the
Distribution Date following the reimbursement, the aggregate of the taxes
shall be allocated in reduction of the Interest Distribution Amount on each
Class entitled thereto in the same manner as if the taxes constituted a
Prepayment Interest Shortfall.
(g) The Trustee and the Servicer shall, for federal income tax purposes,
maintain books and records for each Trust REMIC on a calendar year and on an
accrual basis or as otherwise may be required by the REMIC Provisions.
(h) Following the Startup Day, neither the Servicer nor the Trustee shall
accept any contributions of assets to either Trust REMIC (other than a
Replacement Mortgage Loan permitted under this Agreement) unless the Servicer
and the Trustee have received an Opinion of Counsel (at the expense of the
party seeking to make the contribution) to the effect that the inclusion of
the assets in the Trust REMICs will not cause either Trust REMIC to fail to
qualify as a REMIC at any time that any Certificates are outstanding, or
subject either Trust REMIC to any tax under the REMIC Provisions or other
applicable provisions of federal, state, and local law or ordinances.
(i) Neither the Servicer nor the Trustee shall enter into any arrangement
by which either Trust REMIC will receive a fee or other compensation for
services nor permit either Trust REMIC to receive any income from assets other
than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or
"permitted investments" as defined in Section 860G(a)(5) of the Code.
(j) The Trustee shall prepare and file with the Internal Revenue Service
Form 8811, "Information Return for Real Estate Mortgage Investment Conduits
(REMIC) and Issuers of Collateralized Debt Obligations" for each Trust REMIC
within 30 days after the Closing Date.
(k) Neither the Trustee nor the Servicer shall sell, dispose of, or
substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default, or foreclosure of a Mortgage Loan, including the
acquisition or sale of a Mortgaged Property acquired by deed in lieu of
foreclosure, (ii) the bankruptcy of the Trust REMICs, (iii) the termination of
the Trust REMICs pursuant to Article X of this Agreement, or (iv) a purchase
of Mortgage Loans pursuant to Article II or III of this Agreement) nor acquire
any assets for the Trust REMICs, nor sell or dispose of any investments in the
Collection Account or the Distribution Account for gain, nor accept any
contributions to the Trust REMICs after the Closing Date, (a) unless it has
received an Opinion of Counsel (at the expense of the party seeking to take
the action) that the sale, disposition, substitution, or acquisition will not
affect adversely the status of each Trust REMIC as a REMIC or (b) unless the
Servicer has determined in its sole discretion to indemnify the Trust Fund
against the tax.
(l) To enable the Trustee to perform its duties under this Agreement, the
Depositor shall provide to the Trustee, within ten days after the Closing
Date, all information that the Trustee determines to be relevant for tax
purposes to the valuations and offering prices of the Certificates, including
the price, yield, prepayment assumption, and projected cash flows of the
Certificates and the Mortgage Loans, and the Trustee shall be entitled to rely
on any the information in the performance of its duties under this Agreement.
Thereafter, the Servicer shall provide, promptly on request therefor, any
additional information the Trustee reasonably requests to enable the Trustee
to perform its duties under this Agreement, and the Trustee shall be entitled
to rely on any of the information in the performance of its duties under this
Agreement. The Depositor shall indemnify the Trustee for any loss, liability,
damage, claim, or expense of the Trustee arising from any failure of the
Depositor to provide, accurate information described in the first sentence of
this clause (l) to the Trustee on a timely basis. The Servicer shall indemnify
the Trustee for any loss, liability, damage, claim, or expense of the Trustee
arising from any failure of the Servicer to provide, accurate information to
the Trustee on a timely basis. The indemnification provisions under this
Agreement shall survive the termination of this Agreement and shall extend to
any co-trustee appointed pursuant to this Agreement.
SECTION 2.07 Representations and Warranties of the Servicers.
Each of the Servicers represents and warrants to, and covenants with, the
Trustee for the benefit of the Certificateholders that as of the Closing Date:
(a) The Servicer is a corporation duly chartered and validly existing in
good standing under the laws of the jurisdiction of its organization, and is
duly qualified or registered as a foreign corporation in good standing in each
jurisdiction in which the ownership or lease or its properties or the conduct
of its business requires qualification;
(b) The Servicer has full corporate power and authority to service each
Mortgage Loan and to execute, deliver, and perform this Agreement and has duly
authorized by all necessary corporate action on the part of the Servicer the
execution, delivery, and performance of this Agreement; and this Agreement has
been duly executed and delivered by the Servicer and, assuming its due
authorization, execution, and delivery by its other parties, constitutes a
valid and legally binding obligation of the Servicer, enforceable against the
Servicer in accordance with its terms.
(c) The execution and delivery of this Agreement by the Servicer and its
performance and compliance with the terms of this Agreement will not violate
the Servicer's corporate charter or by-laws or constitute a default (or an
event which, with notice or lapse of time, or both, would constitute a
default) under, or result in the breach of, any material contract, agreement,
or other instrument to which the Servicer is a party or that may be applicable
to the Servicer or any of its assets;
(d) The Servicer is not in default with respect to any order or decree of
any court or any order, regulation, or demand of any federal, state,
municipal, or governmental agency, which default might have consequences that
would materially and adversely affect the condition (financial or other) or
operations of the Servicer or its properties, or might have consequences that
would affect its performance under this Agreement;
(e) If any Mortgage Loan serviced by it has been registered on the
MERS(R) System, the Servicer is a member of MERS in good standing; and
(f) No litigation is pending or, to the best of the Servicer's knowledge,
threatened against the Servicer that would prohibit its entering into this
Agreement or performing its obligations under this Agreement.
The representations and warranties in this Section 2.07 shall survive the
issuance and delivery of the Certificates and shall be continuing as long as
any Certificate is outstanding.
SECTION 2.08 Representations and Warranties of the Depositor.
The Depositor represents and warrants to the Trustee on behalf of the
Certificateholders as of the Closing Date as follows:
(a) The Depositor is a corporation duly organized, validly existing, and
in good standing under the laws of Delaware, and has full corporate power and
authority to enter into and perform its obligations under this Agreement;
(b) This Agreement has been duly authorized, executed and delivered by
the Depositor and, assuming due authorization, execution, and delivery by the
other parties, constitutes a valid and legally binding obligation of the
Depositor, enforceable against it in accordance with its terms;
(c) The execution, delivery, and performance of this Agreement by the
Depositor will not (i) conflict with any provision of the charter or by-laws
of the Depositor or any law, rule, regulation, order, judgment, award,
administrative interpretation, injunction, writ, decree, or the like affecting
the Depositor or by which the Depositor is bound or (ii) result in a breach of
or constitute a default (or an event that, with notice or lapse of time or
both, would constitute a default) under any indenture or other material
agreement to which the Depositor is a party or by which the Depositor is
bound, that in the case of either clause (i) or (ii) will have a material
adverse effect on the Depositor's ability to perform its obligations under
this Agreement.
(d) No litigation is pending or, to the best of the Depositor's
knowledge, threatened against the Depositor before any court, governmental
authority, arbitrator, or instrumentality that if determined adversely to the
Depositor may reasonably be expected, individually or in the aggregate, to
have a material and adverse affect on the Depositor's ability to perform its
obligations under this Agreement or to affect the legality, validity, or
enforceability of this Agreement.
(e) Except for permits and similar authorizations required under the
securities or "blue sky" laws, no consent, approval, authorization, or order
of any court or governmental agency or body or any outside party is required
for the execution, delivery, and performance by the Depositor of, or
compliance by the Depositor with, this Agreement or the consummation of the
transactions contemplated hereby, or if any such consent, approval,
authorization, or order is required, the Depositor has obtained it.
(f) Except for Morgan, Stanley & Co. Incorporated and Credit Suisse First
Boston Corporation, the Depositor has not dealt with any broker or agent or
other person who might be entitled to compensation in connection with the
transaction contemplated by this Agreement other than the Purchaser and its
affiliates, accountants, attorneys, advisors, or consultants, unless the
compensation will be paid on the Closing Date or is not payable out of the
proceeds of the transaction.
(g) The Depositor is solvent and the transfer of the Mortgage Loans will
not cause the Depositor to become insolvent. The transfer of the Mortgage
Loans is not undertaken with the intent to hinder, delay, or defraud any of
the Depositor's creditors.
The representations and warranties in this Section shall survive the
Closing Date.
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
SECTION 3.01 Servicer to Service Mortgage Loans.
The Servicer shall service and administer the Mortgage Loans and shall
have full power and authority, acting alone or through Sub-Servicers as
provided in Section 3.02, to do anything it deems appropriate in connection
with servicing and administering the Mortgage Loans, all in accordance with
prudent mortgage loan servicing standards and procedures generally accepted in
the mortgage banking industry and generally in a manner consistent with Fannie
Mae guidelines except as otherwise expressly provided in this Agreement.
Without limiting the generality of the foregoing, the Servicer in its own name
or in the name of a Sub-Servicer shall, pursuant to a power of attorney
granted hereby by the Trustee for these purposes, when the Servicer or the
Sub-Servicer, as the case may be, believes it appropriate in its best
judgment, execute and deliver, on behalf of the Certificateholders or the
Trustee, any instruments of satisfaction or cancellation, or of partial or
full release or discharge and all other comparable instruments, with respect
to the Mortgage Loans and with respect to the Mortgaged Properties. The
Servicer shall furnish to the Trustee for execution and redelivery to the
Servicer or, at the request of the Servicer, a Sub-Servicer, the documents
appropriate to enable the Servicer to service and administer the Mortgage
Loans, and the Trustee shall not be responsible for the Servicer's application
thereof. The Servicer agrees to remain eligible as either a Fannie Mae or
Freddie Mac seller/servicer for so long as it is Servicer.
All Servicing Advances made by the Servicer in effecting the timely
payment of taxes, insurance, and assessments on the Mortgaged Properties shall
not, for the purpose of calculating monthly distributions to
Certificateholders, be added to the amount owing under the related Mortgage
Loans, notwithstanding that the terms of the Mortgage Loan so permit, and the
Servicing Advances shall be recoverable by the Servicer to the extent
permitted by Sections 3.07 and 3.19.
Notwithstanding anything in this Agreement to the contrary, the Servicer
shall not (unless the Mortgagor is in default with respect to the Mortgage
Loan or default is, in the judgment of the Servicer, imminent) permit any
modification of any Mortgage Loan (i) that would change the Net Mortgage Rate
or reduce or increase the principal balance (except for reductions resulting
from actual payments of principal) or (ii) that would both constitute a sale
or exchange of the Mortgage Loan within the meaning of Section 1001 of the
Code (including any proposed, temporary, or final regulations promulgated
thereunder) (other than in connection with a proposed conveyance or assumption
of the Mortgage Loan that is a Principal Prepayment made (or treated as made)
by the Mortgagor of the entire principal balance of a Mortgage Loan) and cause
either Trust REMIC to fail to qualify as a REMIC under the Code.
The Servicer may register any Mortgage Loan on the MERS(R) System, or
cause the removal from registration of any Mortgage Loan on the MERS(R)
System, and execute and deliver, on behalf of the Trustee and the
Certificateholders, any instruments of assignment and other comparable
instruments with respect to the assignment or re-recording of a Mortgage in
the name of MERS, solely as nominee for the Trustee and its successors and
assigns.
SECTION 3.02 Sub-Servicing Agreements Between Servicer and Sub-Servicers;
Enforcement of Sub-Servicer's Obligations.
(a) The Servicer may enter into Sub-Servicing Agreements with
Sub-Servicers for the servicing and administration of all or part of the
Mortgage Loans. References in this Agreement to actions taken or to be taken
by the Servicer in servicing the Mortgage Loans include actions taken or to be
taken by a Sub-Servicer on behalf of the Servicer. Each Sub-Servicing
Agreement will be on terms consistent with this Agreement. The Servicer shall
give the Trustee prompt written notice of the appointment of any Sub-Servicer.
For purposes of this Agreement, the receipt by a Sub-Servicer of any amount
with respect to a Mortgage Loan (other than amounts representing servicing
compensation or reimbursement for an advance) shall be treated as the receipt
by the Servicer of the amount. The Sub-Servicer shall deposit all collections
in an Eligible Account.
(b) As part of its servicing activities under this Agreement, the
Servicer, for the benefit of the Trustee and the Certificateholders, shall
enforce the obligations of each Sub-Servicer under the related Sub-Servicing
Agreement. The enforcement, including the legal prosecution of claims,
termination of Sub-Servicing Agreements as appropriate, and the pursuit of
other remedies, shall be in such form and carried out to such an extent and at
such time as the Servicer, in its good faith business judgment, would require
were it the owner of the related Mortgage Loans. The Servicer shall pay the
costs of the enforcement at its own expense but shall be reimbursed therefor
only (i) from a general recovery resulting from the enforcement only to the
extent that the recovery exceeds all amounts due on the related Mortgage Loans
or (ii) from a specific recovery of costs, expenses, or attorneys' fees
against the party against whom the enforcement is directed.
(c) The Servicer may terminate any Sub-Servicing Agreement in accordance
with its terms and without any limitation by virtue of this Agreement. If the
Servicer is no longer the Servicer under this Agreement the Servicer shall, if
so directed by the Trustee or the successor Servicer, terminate each
Sub-Servicing Agreement that may have been entered into, and the Trustee and
the successor servicer shall not be considered to have assumed any of the
Servicer's interest in any Sub-Servicing Agreements, or to have replaced the
Servicer as a party to any Sub-Servicing Agreement.
SECTION 3.03 Liability of the Servicer.
Notwithstanding any Sub-Servicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Servicer and
a Sub-Servicer or reference to actions taken through a Sub-Servicer or
otherwise, the Servicer shall remain liable to the Trustee and
Certificateholders for the servicing and administering of the Mortgage Loans
in accordance with this Agreement to the same extent and under the same terms
as if the Servicer alone were servicing and administering the Mortgage Loans
without diminution of its obligations by virtue of the Sub-Servicing
Agreements or arrangements or by virtue of indemnification from the
Sub-Servicer. The Servicer may enter into any agreement with a Sub-Servicer
for indemnification of the Servicer and nothing contained in this Agreement
shall limit or modify the indemnification.
SECTION 3.04 No Contractual Relationship Between Sub-Servicer and Trustee
or Certificateholders.
Any Sub-Servicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a
Sub-Servicer in its capacity as such and not as an originator shall be
considered to be between the Sub-Servicer and the Servicer alone, and the
Trustee and Certificateholders shall not be considered parties thereto and
shall have no rights or obligations with respect to the Sub-Servicer.
SECTION 3.05 Collection of Mortgage Loan Payments.
Continuously from the date of this Agreement until the principal and
interest on all Mortgage Loans are paid in full, the Servicer shall diligently
collect all payments due under each of the Mortgage Loans when they become due
and shall follow collection procedures in accordance with prudent mortgage
loan servicing standards and procedures generally accepted in the mortgage
banking industry to the extent they are consistent with this Agreement. The
Servicer's obligation to make Advances shall not be affected by this
requirement.
SECTION 3.06 Establishment of Collection Account; Deposit in Collection
Account.
The Servicer shall, and shall cause the Sub-Servicer to, segregate all
funds received pursuant to a Mortgage Loan from any of its own assets and
shall establish and maintain one or more Collection Accounts for the benefit
of the Certificateholders (collectively, the "Collection Account") in the form
of a trust account, in the name of "LaSalle Bank National Association, as
Trustee, in trust for the Certificateholders of Bank One Mortgage-Backed
Pass-Through Certificates, Series 2000-1, Collection Account." The Collection
Account shall be established with a commercial bank, a savings bank, or a
savings and loan association. The Servicer may invest, or cause the
institution maintaining the Collection Account to invest, moneys in the
Collection Account in Eligible Investments, which shall mature not later than
the Business Day preceding the Servicer Remittance Date following the date of
the investment and shall not be sold or disposed of before its maturity. All
income and gain realized from any investments shall be for the benefit of the
Servicer as additional compensation and shall be subject to its withdrawal or
order from time to time. The amount of any losses incurred on any of these
investments (to the extent not offset by income from other investments) shall
be deposited in the Collection Account by the Servicer out of its own funds.
If the Trustee becomes the Servicer, the Trustee shall not be required to
deposit the amount of any loss incurred or caused before its becoming the
Servicer.
The Servicer shall deposit and retain in the Collection Account (a) on
each Servicer Remittance Date all Monthly P&I Advances made by the Servicer
pursuant to Section 4.04 and (b) on a daily basis (and not later than the
second Business Day following receipt):
(1) All payments of principal of the Mortgage Loans received after
the Cut-off Date other than the principal portion of scheduled monthly
payments due through the Cut-off Date, and all Principal Prepayments
collected from the Cut-off Date;
(2) All payments of interest on the Mortgage Loans net of the
Servicing Fee received after the Cut-off Date other than the interest
portion of scheduled monthly payments due through the Cut-off Date;
(3) Net Liquidation Proceeds;
(4) All Insurance Proceeds received by the Servicer under any title,
hazard, or other insurance policy, including amounts required to be
deposited pursuant to Sections 3.14 and 3.16, other than proceeds to be
held in the Escrow Account or applied to the restoration or repair of the
Mortgaged Property or released to the Mortgagor in accordance with the
Servicer's normal servicing procedures or otherwise applied or held as
required by applicable law;
(5) All condemnation awards or settlements affecting any Mortgaged
Property that are not released to the Mortgagor in accordance with the
Servicer's normal servicing procedures;
(6) All Repurchase Proceeds;
(7) All amounts representing revenues under the insurance provided
pursuant to Section 3.15 to the extent of any losses borne by any
Certificateholder;
(8) All revenues from any Mortgaged Property acquired by the
Servicer by foreclosure or deed in lieu of foreclosure net of any
unreimbursed Advances for the related Mortgage Loan; and
(9) Any other amounts required to be deposited pursuant to this
Agreement.
SECTION 3.07 Permitted Withdrawals from the Collection Account.
The Servicer may withdraw funds from the Collection Account for the
following purposes:
(1) to reimburse itself for Advances made pursuant to Section 4.04
(including amounts to reimburse the related Sub-Servicer for advances
made pursuant to the applicable Sub-Servicing Agreement), the Servicer's
and the Sub-Servicer's right to receive reimbursement pursuant to this
subclause (1) being limited to amounts received on particular Mortgage
Loans that represent late collections (net of the Servicing Fees) on
those particular Mortgage Loans;
(2) to reimburse itself for Advances not reimbursed under subclause
(1), or to reimburse the related Sub-Servicer, the Servicer's right to
receive reimbursement or make payments to the Sub-Servicer pursuant to
this subclause (2) with respect to any Mortgage Loan being limited to
related Liquidation Proceeds, Insurance Proceeds, and condemnation
awards;
(3) to reimburse itself (or the related Sub-Servicer) for expenses
incurred by and recoverable by or reimbursable to it pursuant to Section
3.01 or 3.14;
(4) to reimburse itself (or the related Sub-Servicer) for any
Nonrecoverable Advances;
(5) to pay to itself (or the related Sub-Servicer) income earned on
the investment of funds deposited in the Collection Account;
(6) to make deposits into the Distribution Account by 1:00 PM New
York time on each Servicer Remittance Date in an amount equal to the
Available Distribution Amount for the related Distribution Date;
(7) to make payments to itself or others pursuant to this Agreement,
and to clear and terminate the Collection Account upon the termination of
this Agreement; and
(8) to withdraw amounts deposited in error.
The Servicer shall maintain accounting records on a loan-by-loan basis
for the Collection Account. The Servicer shall give notice to the Trustee and
the Depositor and each Rating Agency of any change in the location of the
Collection Account, before its use. Notwithstanding anything to the contrary
in this Agreement, no scheduled monthly payment on a Mortgage Loan shall be
permitted to remain in the Collection Account for more than 12 months. Any
portion of any scheduled monthly payment on a Mortgage Loan that has remained
in the Collection Account for 12 months shall be considered a Principal
Prepayment and distributed to Certificateholders pursuant to this Agreement on
the first Distribution Date following the end of the 12 month period.
SECTION 3.08 Establishment of Escrow Account; Deposits in Escrow Account.
The Servicer shall, and shall cause the Sub-Servicer to, segregate all
funds collected on a Mortgage Loan that constitute Escrow Payments from any of
its own funds and general assets, and shall establish and maintain one or more
Escrow Accounts in the form of trust accounts. The Escrow Accounts shall be
established with a commercial bank, a mutual savings bank, or a savings and
loan association the deposits of which are insured by the FDIC in a manner
that provides maximum available insurance thereunder, and that may be drawn on
by the Servicer. The Servicer shall give notice to the Trustee of the location
of any Escrow Account, and of any change in location, before its use. Nothing
in this paragraph shall be considered to require the Servicer to collect
Escrow Payments in the absence of a provision in the related Mortgage
requiring their collection.
The Servicer shall deposit, or cause to be deposited, in any Escrow
Accounts on a daily basis, and retain therein, (i) all Escrow Payments
collected on the Mortgage Loans, for effect timely payment under Section 3.09
and (ii) all amounts representing proceeds of any hazard insurance policy that
are to be applied to the restoration or repair of any Mortgaged Property. 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 related Mortgagor and, to the
extent required by law, the Servicer shall pay interest on escrowed funds to
the related Mortgagor notwithstanding that the Escrow Account is
non-interest-bearing or that interest paid on it is insufficient to satisfy
legal requirements.
SECTION 3.09 Permitted Withdrawals from Escrow Account.
Withdrawals from any Escrow Accounts may be made by the Servicer to the
extent consistent with the terms of the related Mortgage Loan Documents only
(i) to effect timely payments of ground rents, taxes, assessments, water
rates, Standard Hazard Policy premiums, or other items constituting Escrow
Payments for the related Mortgage, (ii) to reimburse the Servicer for any
Servicing Advance made by the Servicer for a related Mortgage Loan, but only
from amounts received on the related Mortgage Loan that represent late
payments or collections of Escrow Payments thereunder, (iii) to refund to any
Mortgagor any funds found to be in excess of the amounts required under the
related Mortgage Loan or under applicable law, (iv) for application to
restoration or repair of the related Mortgaged Property, (v) to pay to the
Servicer, or to the Mortgagor to the extent required by law, any interest paid
on the funds deposited in the Escrow Account, (vi) to clear and terminate the
Escrow Account on the termination of this Agreement, or (vii) to withdraw
amounts deposited in error.
SECTION 3.10 Payment of Taxes, Insurance, and Other Charges.
The Servicer shall maintain accurate records for each Mortgage Loan
reflecting any delinquencies or nonpayments of taxes, assessments, and
Standard Hazard Policy premiums. The Servicer assumes full responsibility for
ensuring the payment of all those bills and shall effect payments of all those
bills irrespective of each Mortgagor's faithful performance in the payment of
same or the Escrow Payments, and shall make advances from its own funds to
effect the payments.
SECTION 3.11 Transfer of Accounts.
The Servicer may transfer the Collection Account or Escrow Account to an
Eligible Account maintained with a different depository institution from time
to time.
SECTION 3.12 Year 2000 Compliance.
The Servicer covenants that its computer and other systems used in
servicing the Mortgage Loans have been modified to the extent necessary to
operate in a manner such that the Servicer can service the Mortgage Loans in
accordance with this Agreement and the Servicer can operate its business in
the same manner as it was operating before January 1, 2000.
SECTION 3.13 Maintenance of the Primary Insurance Policies.
The Servicer shall not take, or permit any Sub-Servicer to take, any
action that would result in non-coverage under any applicable primary mortgage
insurance policy of any loss that, but for the actions of the Servicer or
Sub-Servicer, would have been covered. Except as otherwise required by
applicable law, to the extent coverage is available the Servicer shall keep
any primary mortgage insurance policy that was obtained at the origination of
the Mortgage Loan in full force on each Mortgage Loan whose Loan-to-Value
Ratio is 80% or more in an amount equal to the amount by which the unpaid
principal balance of the related Mortgage Loan exceeds 75% of the value (as
described in the definition of Loan-to-Value Ratio) of the related Mortgaged
Property. The Servicer shall not cancel or refuse to renew any primary
mortgage insurance policy or consent to any Sub-Servicer canceling or refusing
to renew any primary mortgage insurance policy applicable to a Mortgage Loan
subserviced by it, that is in effect at the date of the initial issuance of
the Certificates and is required to be kept in force under this Agreement
unless the replacement primary mortgage insurance policy for the canceled or
non-renewed policy is maintained with an insurer whose claims-paying ability
is rated at least as high as the original insurer or is acceptable to each
Rating Agency, as confirmed in writing by each Rating Agency, unless otherwise
required by law.
SECTION 3.14 Maintenance of Standard Hazard Policies.
(a) The Servicer shall cause to be maintained for each Mortgage Loan a
Standard Hazard Policy with any extended coverage that is prudent in the area
where the Mortgaged Property is located in an amount that is equal to the
greater of (i) the lesser of (A) 100% of the maximum insurable value of the
improvements securing the Mortgage Loan or (B) the principal balance owing on
the Mortgage Loan, or (ii) the amount required to prevent the Mortgagor or
mortgagee from becoming a co-insurer. If the Mortgaged Property is in an area
identified at the time of origination in the Federal Register by the Federal
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
outstanding Principal Balance of the Mortgage Loan, (ii) the full insurable
value of the Mortgaged Property or (iii) the maximum amount of insurance that
is available under the Flood Disaster Protection Act of 1973. The Servicer
shall also maintain on property acquired in foreclosure, or by deed in lieu of
foreclosure, of any Mortgage Loan, (i) fire and hazard insurance with extended
coverage in an amount that is not less than the lesser of (x) the outstanding
principal balance of the Mortgage Loan or (y) the maximum insurable value of
the improvements that are a part of the property, (ii) liability insurance,
and (iii) to the extent available, flood insurance in an amount as provided
above. Any amounts collected by the Servicer under any such policies (other
than amounts to be applied to the restoration or repair of the property
subject to the related Mortgage or property acquired in liquidation of the
Mortgage Loan, or released to the Mortgagor in accordance with the Servicer's
normal servicing procedures) shall be deposited, subject to applicable law, in
the Collection Account. No earthquake or other additional insurance need be
required by the Servicer of any Mortgagor or maintained on property acquired
in respect of a Mortgage Loan, other than pursuant to applicable laws and
regulations. All the Standard Hazard Policies and other policies shall be
endorsed with standard mortgagee clauses with loss payable to the Servicer or
its designee. Any Standard Hazard Policies or other policies may be in the
form of blanket policies. If any claim arises in connection with a hazard loss
under a blanket policy, the Servicer shall deposit in the Distribution Account
from its own funds any amount not payable under the blanket policy because of
a deductible clause in the policy and not otherwise payable under an
individual policy. The Servicer shall not interfere with the Mortgagor's
freedom of choice in selecting either his insurance carrier or agent, except
as limited by the terms of the related Mortgage Loan Documents, and except
that the Servicer shall not accept insurance policies from insurance companies
that are not acceptable insurers in the discretion of the Servicer.
(b) Any cost incurred by the Servicer in maintaining any of the foregoing
insurance shall not, for the purpose of calculating monthly distributions to
Certificateholders, be added to the amount owing under the Mortgage Loan,
notwithstanding that the terms of the Mortgage Loan so permit. The costs
(other than the costs of maintaining a blanket hazard insurance policy not
attributable to a specific Mortgaged Property) shall be recoverable by the
Servicer from the Mortgagor or out of Insurance Proceeds or Liquidation
Proceeds or to the extent permitted by Section 3.07.
SECTION 3.15 Fidelity Bond and Errors and Omissions Insurance.
The Servicer shall maintain, at its own expense, a blanket fidelity bond
and an errors and omissions insurance policy, with broad coverage with
responsible companies on all officers, employees, or other persons acting on
behalf of the Servicer in any capacity with regard to the Mortgage Loans who
handle funds, or documents relating to the Mortgage Loans. Any fidelity bond
and errors and omissions insurance must insure the Servicer against losses,
including forgery, theft, embezzlement, fraud, errors and omissions, and
negligent acts of the persons, and shall be maintained at the minimum level,
and shall otherwise be in the form, accepted by Fannie Mae with respect to
Fannie Mae-approval of servicers. No provision of this Section 3.15 requiring
the fidelity bond and errors and omissions insurance shall affect the
Servicers obligations under this Agreement. On request of the Trustee, the
Servicer shall deliver to the Trustee a certification evidencing coverage
under the fidelity bond and insurance policy. Promptly on receipt of any
notice from the surety or the insurer that the fidelity bond or insurance
policy has been terminated or modified in a materially adverse manner, the
Servicer shall notify the Trustee and each Rating Agency of the termination or
modification.
SECTION 3.16 Collections under Insurance Policies; Enforcement of
Due-On-Sale Clauses; Assumption Agreements.
(a) In connection with its activities as administrator and servicer of
the Mortgage Loans, the Servicer agrees to present claims to the insurer under
any Standard Hazard Policies on behalf of itself, the Trust Fund, and the
Certificateholders and, in this regard, to take any reasonable action
necessary to permit recovery under any insurance policies. Pursuant to Section
3.06, the Servicer shall deposit Insurance Proceeds in the Collection Account.
(b) When any Mortgaged Property is conveyed by the Mortgagor, the
Servicer shall enforce any due-on-sale clause contained in any Mortgage Note
or Mortgage, to the extent permitted by the Mortgage Note or Mortgage and
applicable law. Subject to the foregoing, the Servicer is authorized to enter
into an assumption or substitution agreement with the person to whom the
property has been or is about to be conveyed. In connection with the
assumption or substitution, the Servicer shall apply customary underwriting
standards and follow customary practices and procedures that it applies to
mortgage loans owned solely by it.
Notwithstanding the foregoing paragraph or any other provision of this
Agreement, the Servicer shall not have breached any of its obligations under
this Agreement due to any conveyance by the Mortgagor of the Mortgaged
Property or any assumption of a Mortgage Loan by operation of law that the
Servicer in good faith determines it may be restricted by law from preventing,
for any reason whatsoever.
(c) If the Servicer enters into an assumption agreement or modification
agreement or supplement to the Mortgage Note or Mortgage pursuant to Section
3.16(b), the Servicer shall so notify the Trustee by forwarding to the Trustee
the original of the assumption or substitution agreement, which shall be added
to the related Mortgage File. In connection with any such assumption,
modification agreement, or substitution agreement, the interest rate and
principal amount of the related Mortgage Note shall not be changed and the
maturity of the Mortgage Note shall not be extended, nor shall it be shortened
by more than one year. Any fee collected by the Servicer for entering into an
assumption or substitution of liability agreement for a Mortgage Loan shall be
retained by the Servicer as additional servicing compensation. The Servicer
shall bear any expense incurred in connection with entering into any
assumption or substitution of liability agreement.
SECTION 3.17 Income and Realization from Defaulted Mortgage Loans.
The Servicer, on behalf of the Trust Fund, shall foreclose on or
otherwise comparably convert the ownership of Mortgaged Properties securing
such of the Mortgage Loans as come into and continue in default and as to
which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.05, shall manage, conserve, protect, and
operate the Mortgaged Properties for the purposes of their prompt disposition
and sale, and shall dispose of the Mortgaged Properties on terms it deems in
the best interests of the Certificateholders. The Servicer shall sell the
property within three years from the foreclosure or conversion or such longer
period as would not prevent the Mortgaged Property from constituting
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code.
In connection with these activities, the Servicer shall follow practices
and procedures it deems appropriate that are customary in its general mortgage
servicing activities, including its management of foreclosed properties for a
temporary period as contemplated in this Agreement. The foregoing is subject
to the provisions of Section 3.19 of this Agreement and to the proviso that
the Servicer shall not be required to expend its own funds in connection with
any management, foreclosure, restoration of any property unless it determines
that the management, restoration, or foreclosure will increase the Liquidation
Proceeds of the Mortgage Loan to Certificateholders after reimbursement to
itself for its expenses (respecting which it shall have priority for purposes
of withdrawals from the Collection Account pursuant to Section 3.07).
The income earned from the management of the Mortgaged Properties, net of
reimbursement to the Servicer for expenses (including any taxes) incurred in
connection with managing the Mortgaged Properties, shall be applied to the
payment of principal of and interest on the related defaulted Mortgage Loans
(with interest accruing and principal amortizing as though the Mortgage Loans
were still current) and all the income shall be considered, for all purposes
in this Agreement, to be payments on account of principal and interest on the
related Mortgage Notes and shall be deposited into the Collection Account. To
the extent the income received exceeds the amount attributable to amortizing
principal and accrued interest at the Net Mortgage Rate on the related
Mortgage Loan, the excess shall be deposited in the Collection Account. The
net income from the rental or sale of a REO Property shall be deposited in the
Collection Account within two Business Days after its receipt by the Servicer.
The Trust Fund shall pay to the Servicer an REO Property servicing fee equal
to two percent of the Liquidation Proceeds of the REO Property as of the date
of the liquidation.
The Servicer shall take into account the existence of any hazardous
substances, hazardous wastes, or solid wastes, as the terms are defined in the
Comprehensive Environmental Response Compensation and Liability Act, the
Resources Conservation and Recovery Act of 1976, or other federal, state, or
local environmental legislation, on a Mortgaged Property in determining
whether to foreclose on or otherwise comparably convert the ownership of the
property. If the Servicer has actual knowledge of any such substance or waste,
it shall consult with the Trustee regarding the appropriate course of action.
The Servicer shall not institute foreclosure actions with respect to a
property containing hazardous substances or waste as described above if it
reasonably believes that the action would not be consistent with Accepted
Servicing Practices, and in no event shall the Servicer manage, operate, or
take any other action with respect thereto that the Servicer in good faith
believes will result in "clean-up" or other liability under applicable law.
SECTION 3.18 Trustee to Cooperate; Release of Mortgage Files.
(a) On becoming aware of the payment in full of any Mortgage Loan, or
that payment in full will be made from funds held in escrow, the Servicer
shall notify the Trustee (and if the Trustee does not hold the related
Mortgage File, the custodian of the Mortgage File) by a certification (which
certification shall include a statement to the effect that all amounts
received or to be received in connection with the payment that are required to
be deposited in the Collection Account pursuant to Section 3.06 have been or
will be so deposited) of a Servicing Officer and shall request delivery to it
of the Mortgage File. On receipt of the certification and request, within five
Business Days the Trustee (or the related custodian) shall release the related
Mortgage File to the Servicer and the Trustee shall execute and deliver to the
Servicer the request for reconveyance, deed of reconveyance, or release or
satisfaction of mortgage or the other instruments releasing the lien of the
Mortgage provided by the Servicer to the Trustee, together with the Mortgage
Note with written evidence of cancellation thereon, and the Trustee shall have
no further responsibility with respect to the Mortgage File.
Upon any payment in full from an escrow of funds for that purpose, the
Servicer is authorized to procure from the Trustee under the Mortgage that
secured the Mortgage Note a deed of full reconveyance covering the property
encumbered by the Mortgage, which assignment of Mortgage, except as otherwise
provided by any applicable law, shall be recorded by the Servicer in the
appropriate land records in the jurisdiction in which the assignment of
Mortgage is recorded, or, as the case may be, to procure from the Trustee an
instrument of satisfaction or, if the Mortgagor so requests, an assignment
without recourse, which deed of reconveyance, instrument of satisfaction, or
assignment shall be delivered by the Servicer to the person or persons
entitled thereto. If the Mortgage has been registered on the MERS(R) System,
the Servicer shall cause the removal of the Mortgage from registration on the
MERS(R) System and execute and deliver, on behalf of the Trustee and the
Certificateholders, any instruments of satisfaction or cancellation or of
partial or full release. No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the
Collection Account or to the Trustee.
(b) The Servicer may deliver to the Trustee a certificate of a Servicing
Officer requesting that possession of the Mortgage File be released to the
Servicer as appropriate for the servicing or foreclosure of any Mortgage Loan
and certifying as to the reason for the release and that the release will not
invalidate any insurance coverage provided in respect of the Mortgage Loan
under any of the insurance policies required by this Agreement. With the
certificate, the Servicer shall require that the Trustee release the Mortgage
File, and, within five Business Days, the Trustee shall deliver, or cause the
related custodian to deliver, the Mortgage File to the Servicer. The Servicer
shall cause each Mortgage File so released to be returned to the Trustee (or
the related custodian) when the Servicer's need for it no longer exists,
unless (i) the Mortgage Loan has been liquidated and the net Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the Collection
Account or (ii) the Mortgage File has been delivered to an attorney, or to a
public trustee or other public official as required by law, to initiate or
pursue legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Servicer has delivered
to the Trustee a certificate of a Servicing Officer certifying as to the name
and address of the person to which the Mortgage File or the document was
delivered and the purpose of the delivery.
(c) On written request of the Servicer, the Trustee shall execute and
deliver to the Servicer any court pleadings, requests for trustee's sale, or
other documents prepared and delivered by the Servicer to the Trustee
necessary to the foreclosure or trustee's sale of a Mortgaged Property or to
any legal action brought to obtain judgment against any Mortgagor on the
Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce
any other remedies or rights provided by the Mortgage Note or Mortgage or
otherwise available at law or in equity. Together with the documents or
pleadings, the Servicer shall deliver to the Trustee a certificate of a
Servicing Officer requesting that the pleadings or documents be executed by
the Trustee and certifying as to the reason the documents or pleadings are
required and that their execution and delivery by the Trustee will not
invalidate any insurance coverage under the insurance policies required under
this Agreement or invalidate or otherwise affect the lien of the Mortgage,
except for the termination of the lien on completion of the foreclosure or
trustee's sale.
SECTION 3.19 Servicing Compensation, Compensating Interest, and
Reimbursement of Advances.
The Servicer, as compensation for its activities under this Agreement,
shall be entitled to retain the Servicing Fee from collections on the Mortgage
Loans. The Servicing Fee for each period ending on each Distribution Date
shall be reduced by an amount equal to interest shortfalls resulting from
Principal Prepayments by a Mortgagor during the related Prepayment Period to
the extent they do not exceed the sum of the Servicing Fee to which the
Servicer is entitled for the Distribution Date and any other servicing
compensation to which the Servicer may be entitled under this Agreement for
the Distribution Date. The interest shortfalls on a Mortgage Loan are the
excess of one month's interest at the Net Mortgage Rate on the Principal
Balance of the Mortgage Loan before taking into account the Principal
Prepayment over the amount of interest paid by the Mortgagor for the
Prepayment Period. The Servicer shall, on the Servicer Remittance Date,
deposit to the Distribution Account as compensating interest the reduction in
the Servicing Fee due on the Distribution Date. In addition, the Servicer
shall be entitled to reimbursement for Advances and Nonrecoverable Advances,
all as specified by Section 3.07. The amount of compensation or reimbursement
provided for shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis.
The Servicing Fee with respect to any Mortgage Loan will accrue on the same
basis as interest accrues on the Mortgage Loan.
Additional servicing compensation in the form of assumption fees,
prepayment fees, and late payment charges shall be retained by the Servicer,
to the extent permitted by applicable law. The Servicer shall be required to
pay all expenses incurred by it in connection with its servicing activities
under this Agreement (including the fees and expenses of the Trustee and any
Sub-Servicer) and shall not be entitled to reimbursement for them except as
specifically provided in Sections 3.07 and 3.17.
SECTION 3.20 Annual Statement as to Compliance.
The Servicer will deliver to the Seller, the Depositor, and the Trustee
by March 31 of each year, beginning with March 31, 2001, an Officers'
Certificate stating, as to each of its signers, that
o a review of the activities of the Servicer during the preceding
calendar year and of performance under this Agreement has been made
under the officer's supervision,
o to the best of the officer's knowledge, based on the review, the
Servicer has fulfilled all its obligations under this Agreement
throughout the year, or if the Servicer has defaulted in any of its
obligations, specifying each default known to the officer and its
nature and status, and
o to the best of the officer's knowledge, each Sub-Servicer has
fulfilled its obligations under its Sub-Servicing Agreement in all
material respects, or if the Sub-Servicer has defaulted in any of its
obligations, specifying each default known to the officer and its
nature and status.
Copies of the statement shall be provided to each Rating Agency by the
Servicer. Copies of the statement shall also be provided by the Servicer to
any Certificateholder on request. If the Servicer fails to provide the copies
and a Responsible Officer of the Trustee is aware that the Servicer has not so
provided copies, the Trustee shall provide the copies at the Servicer's
expense if the Trustee has received the statement.
SECTION 3.21 Annual Independent Public Accountants' Servicing Report.
By March 31 of each year, beginning with March 31, 2001, the Servicer at
its expense shall cause a firm of independent public accountants that is a
member of the American Institute of Certified Public Accountants to furnish a
statement to the Seller, the Depositor, and the Trustee to the effect that the
firm has examined certain documents and records relating to the servicing of
the Mortgage Loans and that, on the basis of the examination conducted
substantially in compliance with the Uniform Single Attestation Program for
Mortgage Bankers, the servicing has been conducted in compliance with the
manner of servicing set forth in pooling and servicing agreements
substantially similar to this Agreement, except for (i) exceptions the firm
believes to be immaterial and (ii) other exceptions noted in the statement.
Copies of the statement shall be provided to each Rating Agency, and, on
request, to the Certificateholders, by the Servicer, or by the Trustee at the
Servicer's expense if the Trustee has received the statement and the Servicer
fails to provide the copies and the Trustee is aware that the Servicer has not
so provided copies. If the firm requires the Trustee to agree to the
procedures performed by the firm, the Servicer shall direct the Trustee in
writing to so agree. The Trustee will deliver the letter of agreement in
conclusive reliance on the direction of the Servicer, and the Trustee shall
not make any independent inquiry or investigation as to, and shall have no
liability for the sufficiency, validity, or correctness of the procedures.
SECTION 3.22 Access to Certain Documentation.
The Servicer shall provide access to the documentation regarding the
Mortgage Loans to any of the Seller, the Trustee, the Depositor, and the
Certificateholders that are savings and loan associations, banks, or insurance
companies, or examiners of any federal or state banking or insurance
regulatory authority if so required by applicable regulations of any
regulatory authority, the access to be afforded subject to reimbursement for
expenses without charge but only on reasonable request and during normal
business hours at the offices of the Servicer designated by it.
SECTION 3.23 Trustee to Act as Servicer.
If HomeSide Lending, Inc. is no longer a Servicer under this Agreement,
Bank One, National Association shall assume all the rights and obligations of
HomeSide as Servicer subsequently arising under this Agreement.
If Bank One is no longer a Servicer under this Agreement or if HomeSide
Lending, Inc. is the retiring Servicer and Bank One, National Association has
not assumed its rights and obligations under this Agreement, the Trustee (or
any successor Servicer appointed by the Trustee, acting in accordance with
Section 7.02) shall assume all of the rights and obligations of the retiring
Servicer subsequently arising under this Agreement (except that the Trustee
shall not be liable for losses in connection with Eligible Investments
required to be paid by the retiring Servicer pursuant to Section 3.06 or 4.01,
obligated to make Advances if prohibited by applicable law, nor to effectuate
repurchases or substitutions of Mortgage Loans under this Agreement as
substitute Servicer, including pursuant to Section 2.04, and except that the
Trustee makes no representations and warranties under this Agreement,
including pursuant to Section 2.04). If either of the Servicers is no longer a
Servicer, the Trustee (or any other successor servicer) shall, unless it
elects to terminate any Sub-Servicing Agreements of the retiring Servicer,
succeed to the rights and obligations of the retiring Servicer under any
Sub-Servicing Agreement to which the retiring Servicer is a party and shall be
considered to have assumed the retiring Servicer's interest therein. The
retiring Servicer shall not thereby be relieved of any liability or
obligations under this Agreement, any Sub-Servicing Agreement, or substitute
servicing agreement arising before the date of the succession. All costs
incurred by the Trustee in the transfer of servicing obligations to the
Trustee or its designee shall be borne by the retiring Servicer. If the
retiring Servicer does not pay the Trustee these costs within 60 days of a
demand for their payment, the Trust Fund will bear these costs, which if borne
by the Trust Fund are Extraordinary Trust Fund Expenses.
The retiring Servicer shall, upon request of the Trustee, but at the
expense of the retiring Servicer, deliver to the assuming party all documents
and records relating to the Mortgage Loans then being serviced under this
Agreement and an accounting of amounts collected and held by it and otherwise
use its best efforts to effect the orderly and efficient transfer of servicing
to the assuming party.
SECTION 3.24 Servicer Not to Resign.
Neither Bank One, National Association nor HomeSide Lending, Inc. shall
resign from the obligations imposed on it under this Agreement as a Servicer
except on determination that the obligations and duties under this Agreement
are no longer permissible under applicable law or except in connection with a
permitted assignment pursuant to Section 6.02. Any such determination that the
Servicer's obligations are no longer permissible shall be evidenced by an
Opinion of Counsel to the effect delivered to the Trustee. The Servicer shall
give notice of any proposed resignation to the Trustee, the Certificateholders
and the Rating Agencies. No resignation by the Servicer shall become effective
until the Trustee or a successor Servicer has assumed the Servicer's
obligations in accordance with Section 7.02 or shall affect any obligation of
the Seller under this Agreement.
ARTICLE IV
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS
SECTION 4.01 Distributions.
(a) The Trustee shall establish and maintain a Distribution Account as an
Eligible Account for the benefit of the Certificateholders (the "Distribution
Account") in the form of a trust account, in the name of "LaSalle Bank
National Association, as Trustee, in trust for the Certificateholders of Bank
One Mortgage-Backed Pass-Through Certificates, Series 2000-1, Distribution
Account." The Collection Account shall be established with a commercial bank,
a savings bank, or a savings and loan association, which may be the Trustee.
On each Servicer Remittance Date the Servicer shall remit to the Trustee for
deposit into the Distribution Account by 1:00 PM New York time via federal
reference wire an amount equal to the Available Distribution Amount for the
related Distribution Date. On each Distribution Date, the Trustee shall
withdraw from the Distribution Account and pay to itself any interest earned
on funds in that account from the Servicer Remittance Date to that
Distribution Date and any Extraordinary Trust Fund Expenses then due to the
Trustee. In addition, on each Distribution Date, the Trustee shall withdraw
from the Distribution Account an amount equal to the Available Distribution
Amount and distribute to the Certificateholders the following amounts from the
Available Distribution Amount by 1:30 P.M. New York City time, in the order
provided in this Section 4.01(a). All references in this Section to the
aggregate Certificate Principal Balance of any Class of Certificates shall be
to the aggregate Certificate Principal Balance of the Class before reduction
for any Realized Losses and Extraordinary Trust Fund Expenses to be allocated
to the Class of Certificates on the Distribution Date pursuant to Section
4.05. Distributions on the Certificates will be made on each Distribution Date
from the Available Distribution Amount for the following purposes and in the
following order:
(1) To pay interest to the Holders of each Class of Senior
Certificates and to pay interest on each X Component of the Class 7AX
Certificates to their Holders from the portion of the Available
Distribution Amount for the Distribution Date attributable to collections
from its related Sub-Pool, up to an amount equal to the Interest
Distribution Amount for the Class or Component for the Distribution Date.
If an Interest Shortfall exists for any Certificate Group, the Senior
Certificate and X Component for that Certificate Group shall be paid
interest pro rata based on their respective Interest Distribution
Amounts.
(2) To pay principal to the Holders of the Class 7AX Certificates
from the remaining portion of the Available Distribution Amount for the
Distribution Date attributable to principal collections from each
Sub-Pool (other than Sub-Pool 5) the PO Principal Distribution Amount for
the Distribution Date and for the related Certificate Group in reduction
of the related PO Component until each of the Component Balances of the
PO Components of the Class 7AX Certificates is reduced to zero.
(3) To pay principal to the Holders of the Senior Certificates from
the remaining portion of the Available Distribution Amount for the
Distribution Date attributable to principal collections from its related
Sub-Pool, up to an amount equal to the Senior Principal Distribution
Amount for the related Certificate Group, until their Certificate
Principal Balances are reduced to zero.
(4) To pay interest to the Holders of each Class of Senior
Certificates and on each X Component of the Class 7AX Certificates
related to a Certificate Group that has an Interest Shortfall pro rata
based on their respective unpaid Interest Distribution Amount.
(5) To pay to the Holders of the Class 7AX Certificates principal
for each PO Component related to a Certificate Group that has a PO
Shortfall pro rata based on their respective unpaid PO Principal
Distribution Amount until their Component Notional Amounts are reduced to
zero.
(6) To pay principal to the Holders of each Class of Senior
Certificates related to a Certificate Group that has a Principal
Shortfall pro rata based on their respective unpaid Senior Principal
Distribution Amount until their Certificate Principal Balances are
reduced to zero.
(7) To pay principal in an amount equal to Shifted Principal to the
Holders of all the Senior Certificates pro rata based on Certificate
Principal Balance after applications of principal pursuant to Section
4.01(a)(1) through (6), until their Certificate Principal Balances are
reduced to zero.
(8) To pay interest and principal to the Holders of Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2, and Class B-3 Certificates in that
order and to each Class the below amounts in full before paying anything
to the next entitled Class
(A) interest in an amount equal to their Interest Distribution
Amount for the Distribution Date, and
(B) principal in an aggregate amount equal to their Principal
Distribution Amount until their Certificate Principal Balances are
reduced to zero.
(9) If any Realized Losses have been allocated to any Class of
Certificates pursuant to Section 4.05(b), to pay an amount equal to the
aggregate amount of those losses not previously reimbursed under this
subclause to each Class to which any of those losses have been allocated
up to the unreimbursed portion of their allocation, payable first to the
Holders of Class 7AX and Class A Certificates pro rata based on the
amount of those losses allocated to the Class 7AX and Class A
Certificates, second to the Holders of each Class of Class M Certificate
in order of numerical class designation, and then to the Holders of each
Class of Class B Certificates, in order of numerical class designation.
(10) To pay to the Reserve Fund any amount required to be deposited
to it pursuant to Section 4.09.
(11) To pay any remainder of the Available Distribution Amount to
the Holders of the Class R-II Certificates.
Notwithstanding any other provision of this Agreement to the contrary, in no
month may distributions of interest on the Certificates in the aggregate
exceed the amount of collections of interest included in the Available
Distribution Amount. A "Principal Shortfall" exists for a Certificate Group if
the portion of the Available Distribution Amount for the Distribution Date
attributable to collections from the related Sub-Pool is less than the
aggregate of the Interest Distribution Amount, the PO Principal Distribution
Amount, and the Senior Principal Distribution Amount for the related Senior
Certificate and the related PO and IO Components, in each case for the
Distribution Date. A "PO Shortfall" exists for a Certificate Group if the
portion of the Available Distribution Amount for a Distribution Date
attributable to collections from the related Sub-Pool is less than the
aggregate of the PO Distribution Amount and the Interest Distribution Amount
for the related Senior Certificate and the related PO and IO Components, in
each case for the Distribution Date. An "Interest Shortfall" exists for a
Certificate Group if the portion of the Available Distribution Amount for the
Distribution Date attributable to collections from the related Sub-Pool is
less than the Interest Distribution Amount for the related Senior Certificate
and the related X Component, in each case for the Distribution Date. "Shifted
Principal" for any Certificate Group is the excess of the amounts described in
clause (2) of the definition of the Senior Principal Distribution Amount over
the amount described in clause (1) of the Senior Principal Distribution Amount
for the Certificate Group. The "Principal Distribution Amount" for each
Subordinate Class is an amount equal to the sum of
(A) the sum of the amounts described in clauses (w) and (z) of the
definition of Subordinate Principal Distribution Amount for each
Certificate Group for the Distribution Date, allocated among the
Subordinate Certificates pro rata based on their Certificate Principal
Balances, and
(B) the sum of the portion of the amounts described in clauses (x)
and (y) of the definition of Subordinate Principal Distribution Amount
for each Certificate Group up to the aggregate of their Certificate
Principal Balances will be allocated pro rata among the following Classes
of Class M or Class B Certificates, as applicable, in proportion to their
respective outstanding Certificate Principal Balances:
(1) to the outstanding Class of Class M Certificates with the
lowest numerical designation and, after the Certificate Principal
Balance of all the Class M Certificates has been reduced to zero, to
the outstanding Class of Class B Certificates with the lowest
numerical designation, and
(2) to each other Class of Subordinate Certificates whose the
Credit Support Percentage on the Distribution Date equals or exceeds
its initial Credit Support Percentage, before giving effect to
distributions on the Distribution Date. "Credit Support Percentage"
for any Class M Certificate on any Distribution Date is a fraction
whose numerator is the Certificate Principal Balance of the Class
plus the Certificate Principal Balance of each Class B Certificate
and each Class of Class M Certificates bearing a higher numerical
Class designation, and whose denominator is the aggregate Principal
Balance of the Mortgage Loans; and for any Class B Certificate on
any Distribution Date is a fraction whose numerator is the
Certificate Principal Balance of the Class plus the Certificate
Principal Balance of each Class B Certificate bearing a higher
numerical Class designation, and whose denominator is the aggregate
Principal Balance of the Mortgage Loans.
(b) All distributions made for each Class of Certificates on each
Distribution Date shall be allocated pro rata among the outstanding
Certificates in the Class based on their respective Percentage Interests.
Payments on each Class of Certificates on each Distribution Date will be made
to the Holders of the respective Class of record on the related Record Date
(except as otherwise provided in Section 4.01(e) or Section 9.01 respecting
the final distribution on the Class), based on the aggregate Percentage
Interest represented by their respective Certificates, and shall be made by
wire transfer of immediately available funds to the account of any the Holder
at a bank or other entity having appropriate facilities therefor, if the
Holder shall have so notified the Trustee in writing at least five Business
Days before the Record Date or by check mailed by first Class Mail to the
address of the Holder appearing in the Certificate Register. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of the Certificate at the Corporate Trust Office or
the other location specified in the notice to Certificateholders of the final
distribution.
Each distribution on a Book-Entry Certificate shall be paid to the
Depository, as its holder, and the Depository shall be responsible for
crediting the amount of the distribution to the accounts of its participants
in accordance with its normal procedures. Each participant shall be
responsible for disbursing the distribution to the beneficial 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 beneficial
owners that it represents. None of the Trustee, the Certificate Registrar, the
Depositor, or the Servicer shall have any responsibility therefor except as
otherwise provided by this Agreement or applicable law.
(c) The rights of the Certificateholders to receive distributions on the
Certificates, and all interests of the Certificateholders in the
distributions, shall be as set forth in this Agreement. Neither the Holders of
any Class of Certificates nor the Trustee nor the Servicer shall in any way be
liable to the Holders of any Class of Certificates for amounts properly
previously distributed on the Certificates.
(d) Except as otherwise provided in Section 9.01, whenever the Trustee is
informed that the final distribution on any Class of Certificates will be made
on the next Distribution Date, the Trustee shall, no later than five days
after the related Determination Date, mail to each Holder on the date of the
Class of Certificates a notice to the effect that:
(i) the Trustee is informed that the final distribution on the Class
of Certificates will be made on the Distribution Date but only upon
presentation and surrender of the Certificates at the office of the
Trustee therein specified, and
(ii) no interest shall accrue on the Certificates from and after the
end of the related Interest Accrual Period.
Any funds not distributed to any Holder or Holders of Certificates of the
Class on the Distribution Date because of the failure of the Holder or Holders
to tender their Certificates shall, on the date, be set aside and held in
trust and credited to the account of the appropriate non-tendering Holder or
Holders. If any Certificates as to which notice has been given pursuant to
this Section shall not have been surrendered for cancellation within six
months after the time specified in the notice, the Trustee shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their
Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice all the Certificates shall
not have been surrendered for cancellation, the Trustee shall, directly or
through an agent, attempt to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates in the manner
reasonably specified to the Trustee by the Servicer in writing. The costs and
expenses of maintaining the funds in trust and of contacting the
Certificateholders shall be paid out of the assets remaining in the Trust
Fund. If within two years year after the second notice any the Certificates
shall not have been surrendered for cancellation, the Trustee shall pay to the
Servicer all amounts distributable to their Holders and the Servicer shall
thereafter hold the amounts for the benefit of the Holders, and the Holders
shall thereafter look solely to the Servicer for their payment. No interest
shall accrue or be payable to any Certificateholder on any amount held in
trust by the Trustee or the Servicer as a result of the Certificateholder's
failure to surrender its Certificates for their final payment in accordance
with this Section.
SECTION 4.02 Distributions on REMIC I Regular Interests.
(a) All amounts attributable to Sub-Pool 1 described in clauses (2)(w)
and (2)(x), respectively, of the definition of Senior Principal Distribution
Amount during the related Due Period will be allocated to Class LT-A-1; all
amounts attributable to Sub-Pool 2 described in clauses (2)(w) and (2)(x),
respectively, of the definition of Senior Principal Distribution Amount during
the related Due Period will be allocated to Class LT-A-2; all amounts
attributable to Sub-Pool 3 described in clauses (2)(w) and (2)(x),
respectively, of the definition of Senior Principal Distribution Amount during
the related Due Period will be allocated to Class LT-A-3; all amounts
attributable to Sub-Pool 4 described in clauses (2)(w) and (2)(x),
respectively, of the definition of Senior Principal Distribution Amount during
the related Due Period will be allocated to Class LT-A-4; all amounts
attributable to Sub-Pool 5 described in clauses (2)(w) and (2)(x),
respectively, of the definition of Senior Principal Distribution Amount during
the related Due Period will be allocated to Class LT-A-5; and all amounts
attributable to Sub-Pool 6 described in clauses (2)(w) and (2)(x),
respectively, of the definition of Senior Principal Distribution Amount during
the related Due Period will be allocated to Class LT-A-6.
(b) All amounts attributable to Sub-Pool 1 described in clause (w) and
(x), respectively, of the definition of Subordinate Principal Distribution
Amount during the related Due Period will be allocated to the REMIC I Regular
Interests related to Sub-Pool 1 (other than LT-A-1, LT-X-1, and LT-PO-1) pro
rata based on their Uncertificated Balances; all amounts attributable to
Sub-Pool 2 described in clause (w) and (x), respectively, of the definition of
Subordinate Principal Distribution Amount during the related Due Period will
be allocated to the REMIC I Regular Interests related to Sub-Pool 2 (other
than LT-A-2, LT-X-2, and LT-PO-2) pro rata based on their Uncertificated
Balances; all amounts attributable to Sub-Pool 3 described in clause (w) and
(x), respectively, of the definition of Subordinate Principal Distribution
Amount during the related Due Period will be allocated to the REMIC I Regular
Interests related to Sub-Pool 3 (other than LT-A-3, LT-X-3, and LT-PO-3) pro
rata based on their Uncertificated Balances; all amounts attributable to
Sub-Pool 4 described in clause (w) and (x), respectively, of the definition of
Subordinate Principal Distribution Amount during the related Due Period will
be allocated to the REMIC I Regular Interests related to Sub-Pool 4 (other
than LT-A-4, LT-X-4, and LT-PO-4) pro rata based on their Uncertificated
Balances; all amounts attributable to Sub-Pool 5 described in clause (w) and
(x), respectively, of the definition of Subordinate Principal Distribution
Amount during the related Due Period will be allocated to the REMIC I Regular
Interests related to Sub-Pool 5 (other than LT-A-5) pro rata based on their
Uncertificated Balances; and all amounts attributable to Sub-Pool 6 described
in clause (w) and (x), respectively, of the definition of Subordinate
Principal Distribution Amount during the related Due Period will be allocated
to the REMIC I Regular Interests related to Sub-Pool 6 (other than LT-A-6,
LT-X-6, and LT-PO-6) pro rata based on their Uncertificated Balances.
(c) Amounts allocated under clauses (2)(y) and (2)(z) of the definition
of Senior Principal Distribution Amount and clauses (y) and (z) of the
definition of Subordinate Principal Distribution Amount will be allocated to
the REMIC I Regular Interests in the same manner as they are allocated to
their Corresponding Class.
(d) On each Distribution Date after the allocation of any Realized Losses
and payments of principal each of REMIC I Regular Interests LT-PO-1, LT-PO-2,
LT-PO-3, LT-PO-4, LT-PO-6, LT-X-1, LT-X-2, LT-X-3, LT-X-4, and LT-X-6 will
have an Uncertificated Balance or Component Notional Amount, as applicable,
equal to that of its Corresponding Class.
(e) The purpose of subsections (a), (b), (c), and (d) are to cause the
allocation of scheduled principal, principal prepayments, Realized Losses, and
Extraordinary Trust Fund Expenses, to the extent possible, to result in:
(i) the principal balance of the Class B-3 Certificates equaling the
sum of the principal balances of REMIC I Regular Interests LT-B3-1,
LT-B3-2, LT-B3-3, LT-B3-4, LT-B3-5, and LT-B3-6;
(ii) the principal balance of the Class B-2 Certificates equaling
the sum of the principal balances of REMIC I Regular Interests LT-B2-1,
LT-B2-2, LT-B2-3, LT-B2-4, LT-B2-5, and LT-B2-6;
(iii) the principal balance of the Class B-1 Certificates equaling
the sum of the principal balances of REMIC I Regular Interests LT-B1-1,
LT-B1-2, LT-B1-3, LT-B1-4, LT-B1-5, and LT-B1-6;
(iv) the principal balance of the Class M-3 Certificates equaling
the sum of the principal balances of REMIC I Regular Interests LT-M3-1,
LT-M3-2, LT-M3-3, LT-M3-4, LT-M3-5, and LT-M3-6;
(v) the principal balance of the Class M-2 Certificates equaling the
sum of the principal balances of REMIC I Regular Interests LT-M2-1,
LT-M2-2, LT-M2-3, LT-M2-4, LT-M2-5, and LT-M2-6; and
(vi) the principal balance of the Class M-1 Certificates equaling
the sum of the principal balances of REMIC I Regular Interests LT-M1-1,
LT-M1-2, LT-M1-3, LT-M1-4, LT-M1-5, and LT-M1-6.
SECTION 4.03 Statements to Certificateholders.
Not later than each Distribution Date, the Trustee shall prepare and the
Trustee shall cause to be forwarded by mail to each Certificateholder, the
Seller, the Servicer, the Depositor, Bloomberg, Trepp, LLC, Intex Solutions,
and the Rating Agencies a statement of the following information as to each
Class of Certificates to the extent applicable
(i) the amount of the distribution representing principal,
separately identifying
o the aggregate amount of any principal prepayments by a Mortgagor
included in the payment,
o any portion of the distribution representing an Advance of principal,
o the aggregate Certificate Principal Balance of each Class of
Certificates, and
o each Senior Percentage, Class M Percentage, and Class B Percentage
after giving effect to the distributions, separately identifying any
reduction in them from Realized Losses other than pursuant to an
actual distribution of principal;
(ii) the amount of the distribution representing interest and any
portion of the distribution representing an Advance of interest; (iii)
the aggregate Principal Balances of the Mortgage Loans as of the close of
business on the Distribution Date and the amount of Principal Prepayments
and the aggregate Principal Balances of the Mortgage Loans repurchased by
the Seller during the three preceding Prepayment Periods;
(iv) the Servicing Fees retained by the Servicer;
(v) the amount of Advances paid by the Servicer;
(vi) the number and aggregate principal amounts of Mortgage Loans
(A) delinquent one month, two months, three months or more, (B) in
foreclosure, and (C) in bankruptcy;
(vii) the book value (within the meaning of 12 C.F.R. ss. 571.13 or
comparable provision) of any REO Property;
(viii) the respective amounts of Realized Losses allocated to the
respective Classes of Certificates for the Distribution Date;
(ix) all Advances recovered during the related Due Period and the
extent of Advances remaining unreimbursed;
(x) the amount of any tax imposed on a "prohibited transaction" of
the Trust Fund as defined in Section 860F of the Code during the related
Due Period;
(xi) the amount of any reduction in Certificate Principal Balance,
Cumulative Interest Shortfall Amount, or Interest Distribution Amount for
any Class attributable to the application of Realized Losses to them on
the Distribution Date;
(xii) the Senior Prepayment Percentage and the Senior Percentage
applicable to the distribution;
(xiii) the Pass-Through Rate for each Class of Certificates for the
Distribution Date;
(xiv) the related Subordinate Principal Distribution Amount, if
applicable;
(xv) the aggregate principal balance of all Mortgage Loans that are
the subject of substitution or purchase by the Seller pursuant to Section
2.01, 2.02, 2.03, 2.04, or 3.10 during the month of the Distribution
Date, together with the number of Mortgage Loans removed and the amount
of any resulting shortage deposited into the Collection Account by the
Seller or Servicer in the month; and
(xvi) cumulative Realized Losses since the Closing Date and for the
three year period commencing on the Closing Date.
(b) In the case of information furnished pursuant to subclauses (i),
(ii), and (iv) above, the amounts shall be expressed as a dollar amount per
Single Certificate of the relevant Class, where a "Single Certificate" for any
Class of Certificates (other than the Residual Certificates) is a hypothetical
Certificate of the Class evidencing a Percentage Interest for the Class
corresponding to an initial Certificate Principal Balance (or Notional Amount)
of $1,000. For the Residual Certificates, a hypothetical Certificate of the
Class evidencing a 100% Percentage Interest in the Class.
Within a reasonable 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 a statement containing the information in subclauses (i),
(ii), and (iv) above, aggregated for the calendar year or the portion of it
during which the person was a Certificateholder. The obligation of the Trustee
shall be considered to have been satisfied to the extent that substantially
comparable information shall be provided by the Trustee pursuant to any
requirements of the Code as from time to time are in force.
(c) On reasonable written notice, if required by federal regulation, the
Trustee will provide to each Certificateholder that is a savings association,
bank, or insurance company certain reports and access to information and
documentation regarding the Mortgage Loans sufficient to permit the
Certificateholder to comply with applicable regulations of the Office of
Thrift Supervision or other regulatory authorities with respect to investment
in the Certificates and the Servicer shall cooperate with the Trustee in
providing the information, if the Certificateholder reimburses the Trustee for
its actual expenses incurred in providing the reports and access. The Trustee
will provide to any Certificateholder on request the outstanding Certificate
Principal Balances as of the date requested and, if then known by the Trustee,
the outstanding Certificate Principal Balances after giving effect to any
distribution to be made on the next Distribution Date.
(d) On the written request of any Holder of a Subordinate Certificate,
the Trustee, as soon as reasonably practicable, shall provide the
Certificateholder with the information provided by the Depositor to the
Trustee, for purposes of satisfying applicable information reporting
requirements under Rule 144A(d)(4)(i) under the 1933 Act.
SECTION 4.04 Remittance Reports; Advances.
(a) On the fifth Business Day of the month in which the relevant
Distribution Date occurs, the Servicer shall deliver to the Trustee by
electronic format (or by any other means the Servicer and the Trustee agree
on) a mortgage loan file for the related Distribution Date in the file layout
described in Exhibit M. The Trustee need not recompute, recalculate, or verify
any information provided to it by the Servicer and shall be entitled to rely
conclusively on the information provided by the Servicer reasonably believed
by it to be genuine and to have been presented by the Servicer in preparing
the statements to Certificateholders pursuant to Section 4.03. An update of
the delinquency status shall be delivered to the Trustee by electronic format
on the first Business Date following the relevant Determination Date.
(b) If, on any Determination Date, the Servicer determines that any
scheduled monthly payments on a Mortgage Loan due on the preceding Due Date
have not been received, the Servicer shall, unless it determines in its sole
discretion that the amounts will not be recoverable from late collections,
Liquidation Proceeds, or otherwise, make a Monthly P&I Advance by the related
Servicer Remittance Date in an amount equal to the amount of the delinquent
scheduled monthly payments, after adjustment of any delinquent interest
payment for the Servicing Fee. For purposes of this Section, the delinquent
scheduled monthly payments referred to in the preceding sentence shall include
an amount equal to the scheduled monthly payments that would have been due on
Mortgage Loans that have been foreclosed or otherwise terminated and in
connection with which the Servicer acquired and continues to own the Mortgaged
Properties on behalf of the Certificateholders. If the Servicer makes a
Monthly P&I Advance, it shall by the related Servicer Remittance Date either
(i) deposit in the Collection Account an amount equal to the Monthly P&I
Advance, (ii) cause to be made an appropriate entry in the records of the
Collection Account that funds in the account being held for future
distribution or withdrawal have been, as permitted by this Section, used by
the Servicer to make the Monthly P&I Advance, or (iii) make Monthly P&I
Advances in the form of any combination of clauses (i) and (ii) aggregating
the amount of the Monthly P&I Advance. Any funds being held in the Collection
Account for future distribution to Certificateholders and so used pursuant to
clause (ii) or (iii) above shall be replaced by the Servicer from its own
funds by deposit into the Collection Account by the next Servicer Remittance
Date to the extent that funds in the Collection Account on the next Servicer
Remittance Date are less than the amount of payments required to be made to
Certificateholders on the related Distribution Date. Any Monthly P&I Advance
shall be included with the distribution to the Certificateholders on the
related Distribution Date. If the Servicer determines not to make a
Nonrecoverable Advance, it shall on the related Servicer Remittance Date
furnish to the Trustee, any co-trustee, and each Rating Agency notice of its
determination. The Servicer shall be entitled to be reimbursed from the
Collection Account for all Advances and Nonrecoverable Advances as provided in
Section 3.07.
SECTION 4.05 Allocation of Extraordinary Trust Fund Expenses and Realized
Losses.
(a) Before each Determination Date, the Servicer shall determine for each
Mortgage Loan and REO Property: (i) the total amount of Realized Losses
incurred in connection with any Final Recovery Determinations made during the
related Prepayment Period; and (ii) the respective portions of the Realized
Losses allocable to interest and allocable to principal.
Before each Determination Date, the Servicer shall also determine as to
each Mortgage Loan: (i) the total amount of Realized Losses incurred in
connection with any Deficient Valuations made during the related Prepayment
Period; and (ii) the total amount of Realized Losses incurred in connection
with Debt Service Reductions in respect of scheduled payments due during the
related Due Period.
The preceding information that is to be supplied by the Servicer shall be
included in an Officers' Certificate delivered to the Trustee by the Servicer
before the Determination Date following the end of (i) in the case of
Bankruptcy Losses allocable to interest, the Due Period during which any the
Realized Loss was incurred, and (ii) in the case of all other Realized Losses,
the Prepayment Period during which any the Realized Loss was incurred. A
"Bankruptcy Loss" for any mortgage Loan is a Deficient Valuation or Debt
Service Reduction. But neither a Deficient Valuation nor a Debt Service
Reduction shall be considered a Bankruptcy Loss so long as the Servicer has
notified the Trustee in writing that the Servicer is diligently pursuing any
remedies that may exist in connection with the representations and warranties
made regarding the related Mortgage Loan and either (A) the related Mortgage
Loan is not in default with regard to payments due thereunder or (B)
delinquent payments of principal and interest under the related Mortgage Loan
and any premiums on any applicable primary hazard insurance policy and any
related escrow payments in respect of the Mortgage Loan are being advanced on
a current basis by the Servicer or a Subservicer, in either case without
giving effect to any Debt Service Reduction.
(b) All Realized Losses on any of the Mortgage Loans other than Excess
Special Hazard Losses, Excess Bankruptcy Losses, and Excess Fraud Losses will
be allocated first to the Class B Certificates in reverse numerical order, and
then and Class M Certificates in reverse in reverse numerical order, in each
case, then to the related PO Components (to the extent of their related PO
Percentage of the Realized Losses) until their Notional Balances have been
reduced to zero, and thereafter to the Senior Certificates (to the extent of
their related Non-PO Percentage) pro rata by Certificate Principal Balance. An
"Excess Bankruptcy Loss" is the excess of any Bankruptcy Loss over the then
applicable Bankruptcy Loss Amount. The "Bankruptcy Loss Amount" for any date
of determination is $140,000 minus all Realized Losses from Deficient
Valuations and Debt Service Reductions on the Mortgage Loans previously
allocated to the Certificates pursuant to Section 4.05. An "Excess Fraud Loss"
is the excess of any Fraud Loss over the then applicable Fraud Loss Amount. An
"Excess Special Hazard Loss" is the excess of any Special Hazard Loss over the
then applicable Special Hazard Loss Amount. The "Fraud Loss Amount" is
$6,508,176.06 for the first three years after the Closing Date and
$3,254,088.03 for the fourth and fifth year after the Closing Date minus all
Fraud Losses previously incurred on any Mortgage Loans. "Fraud Losses" are
Realized Losses on Mortgage Loans as to which there was fraud in the
origination of the Mortgage Loan. The "Special Hazard Loss Amount" is
$6,508,176.06 minus all Special Hazard Losses previously incurred on any
Mortgage Loans. A "Special Hazard Loss" is any Realized Loss not in excess of
the cost of the lesser of repair or replacement of a Mortgaged Property
suffered by the Mortgaged Property on account of direct physical loss,
exclusive of (i) any loss of a type covered by a hazard policy or a flood
insurance policy required to be maintained in respect of the Mortgaged
Property pursuant to Section 3.14(a), except to the extent of the portion of
the loss not covered as a result of any coinsurance provision and (ii) any
loss incurred on a Mortgage Loan caused by any of the following conditions
with respect to a Mortgaged Property or Mortgage Loan causing or resulting in
a loss which causes the liquidation of the Mortgage Loan:
(i) losses that are of the type that would be covered by the
fidelity bond and the errors and omissions insurance policy required to
be maintained pursuant to Section 3.10(b) but are in excess of the
coverage maintained thereunder;
(ii) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and whether the
loss be direct or indirect, proximate or remote or be in whole or in part
caused by, contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(iii) hostile or warlike action in time of peace or war, including
action in hindering, combating or defending against an actual, impending
or expected attack:
1. by any government or sovereign power, de jure or de facto,
or by any authority maintaining or using military, naval or air
forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or
forces;
(iv) any thermonuclear or atomic fission weapon of war whether in
time of peace or war; or
(v) insurrection, rebellion, revolution, civil war, usurped power or
action taken by governmental authority in hindering, combating or
defending against the an occurrence, seizure, or destruction under
quarantine or customs regulations, confiscation by order of any
government or public authority; or risks of contraband or illegal
transportation or trade.
All Extraordinary Trust Fund Expenses and Realized Losses from Excess
Special Hazard Losses, Excess Bankruptcy Losses, and Excess Fraud Losses will
be allocated among each Class of Subordinate Certificate, the Senior
Certificates (to the extent of their related Non-PO Percentage), and to the PO
Components (to the extent of their related PO Percentage) pro rata based on
their respective Certificate Principal Balances then outstanding, until their
Certificate Principal Balances have been reduced to zero.
Any allocation of a Realized Loss or Extraordinary Trust Fund Expense to
a Certificate will be made by reducing its Certificate Principal Balance by
the amount so allocated as of the Distribution Date in the month following the
calendar month in which the Realized Loss or Extraordinary Trust Fund Expense
was incurred in an amount up to their Certificate Principal Balances.
An allocation of an Extraordinary Trust Fund Expense or Realized Loss pro
rata among two or more Classes means an allocation to each Class on the basis
of its then outstanding Certificate Principal Balance before giving effect to
distributions to be made on the Distribution Date. All Extraordinary Trust
Fund Expenses, Realized Losses, and all other losses allocated to a Class of
Certificates will be allocated among the Certificates of the Class in
proportion to their Percentage Interests. The portion of remaining
Extraordinary Trust Fund Expenses and Realized Losses attributable to a
Certificate Group remaining after the Certificate Principal Balances of the
Subordinate Certificates have been reduced to zero will be determined by
attributing the Extraordinary Trust Fund Expenses and Realized Losses
allocated to the Subordinate Certificates to their respective Certificate
Groups based on the origin of the loss.
SECTION 4.06 Allocations of Losses to REMIC I Regular Interests.
(a) Realized Losses (other than Excess Special Hazard Losses, Excess
Bankruptcy Losses, and Excess Fraud Losses) and Extraordinary Trust Fund
Expenses from a Mortgage Loan in a Sub-Pool will be allocated to the REMIC I
Regular Interest related to the Sub-Pool whose Corresponding Class is:
o Class B-3 until the first such REMIC I Regular Interest is reduced to
zero, then Realized Losses and Extraordinary Trust Fund Expenses from any
Sub-Pool will be allocated pro rata to the other REMIC I Regular
Interests whose Corresponding Class is Class B-3 until they are reduced
to zero, then to
o Class B-2 until the first such REMIC I Regular Interest is reduced to
zero, then Realized Losses and Extraordinary Trust Fund Expenses from any
Sub-Pool will be allocated pro rata to the other REMIC I Regular
Interests whose Corresponding Class is Class B-2 until they are reduced
to zero, then to
o Class B-1 until the first such REMIC I Regular Interest is reduced to
zero, then Realized Losses and Extraordinary Trust Fund Expenses from any
Sub-Pool will be allocated pro rata to the other REMIC I Regular
Interests whose Corresponding Class is Class B-1 until they are reduced
to zero, then to
o Class M-3 until the first such REMIC I Regular Interest is reduced to
zero, then Realized Losses and Extraordinary Trust Fund Expenses from any
Sub-Pool will be allocated pro rata to the other REMIC I Regular
Interests whose Corresponding Class is Class M-3 until they are reduced
to zero, then to
o Class M-2 until the first such REMIC I Regular Interest is reduced to
zero, then Realized Losses and Extraordinary Trust Fund Expenses from any
Sub-Pool will be allocated pro rata to the other REMIC I Regular
Interests whose Corresponding Class is Class M-2 until they are reduced
to zero, then to
o Class M-1 until the first such REMIC I Regular Interest is reduced to
zero, then Realized Losses and Extraordinary Trust Fund Expenses from any
Sub-Pool will be allocated pro rata to the other REMIC I Regular
Interests whose Corresponding Class is Class M-1 until they are reduced
to zero.
(b) Realized Losses (other than Excess Special Hazard Losses, Excess
Bankruptcy Losses, and Excess Fraud Losses) and Extraordinary Trust Fund
Expenses will be allocated to (a) the LT-A-1, LT-A-2, LT-A-3, LT-A-4, LT-A-5,
and LT-A-6, Interest to the extent allocated to the Corresponding Class and
(b) to the LT-PO-1, LT-PO-2, LT-PO-3, LT-PO-4, and LT-PO-6 Interests to the
extent allocated to Components PO-1, PO-2, PO-3, PO-4, and PO-6, respectively.
(c) Excess Special Hazard Losses, Excess Bankruptcy Losses, and Excess
Fraud Losses from a Sub-Pool will be allocated pro rata based on their
Uncertificated Balances to the REMIC I Regular Interests corresponding to the
Sub-Pool whose Corresponding Classes issued by REMIC II have been allocated
the losses. If any REMIC I Regular Interest is reduced to zero, any additional
Excess Special Hazard Losses, Excess Bankruptcy Losses, and Excess Fraud
Losses from a Sub-Pool will be allocated pro rata based on their
Uncertificated Balances to the other REMIC I Regular Interests from other
Sub-Pools bearing the same designation as the REMIC I Regular Interest reduced
to zero.
(d) Prepayment Interest Shortfalls resulting from a Principal Prepayment
of a Mortgage Loan in a Sub-Pool during any Prepayment Period and Relief Act
Interest Shortfalls from a Sub-Pool will be allocated to each REMIC I Regular
Interest in the same priority as they are allocated to their REMIC II
Corresponding Class for the Distribution Date.
(e) The purpose of subsections (a), (b), (c), and (d) are to cause the
allocation of scheduled principal, principal prepayments, Realized Losses, and
Extraordinary Trust Fund Expenses, to the extent possible, to result in:
(i) the principal balance of the Class B-3 Certificates equaling the
sum of the principal balances of REMIC I Regular Interests LT-B3-1,
LT-B3-2, LT-B3-3, LT-B3-4, LT-B3-5, and LT-B3-6;
(ii) the principal balance of the Class B-2 Certificates equaling
the sum of the principal balances of REMIC I Regular Interests LT-B2-1,
LT-B2-2, LT-B2-3, LT-B2-4, LT-B2-5, and LT-B2-6;
(iii) the principal balance of the Class B-1 Certificates equaling
the sum of the principal balances of REMIC I Regular Interests LT-B1-1,
LT-B1-2, LT-B1-3, LT-B1-4, LT-B1-5, and LT-B1-6;
(iv) the principal balance of the Class M-3 Certificates equaling
the sum of the principal balances of REMIC I Regular Interests LT-M3-1,
LT-M3-2, LT-M3-3, LT-M3-4, LT-M3-5, and LT-M3-6;
(v) the principal balance of the Class M-2 Certificates equaling the
sum of the principal balances of REMIC I Regular Interests LT-M2-1,
LT-M2-2, LT-M2-3, LT-M2-4, LT-M2-5, and LT-M2-6; and
(vi) the principal balance of the Class M-1 Certificates equaling
the sum of the principal balances of REMIC I Regular Interests LT-M1-1,
LT-M1-2, LT-M1-3, LT-M1-4, LT-M1-5, and LT-M1-6.
SECTION 4.07 Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Trustee shall
comply with all federal withholding requirements applicable to payments to
Certificateholders of interest or original issue discount that the Trustee
reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for the withholding. If the Trustee
withholds any amount from interest or original issue discount payments to any
Certificateholder pursuant to federal withholding requirements, the Trustee
shall indicate the amount withheld to the Certificateholders.
SECTION 4.08 Prepayment Interest Shortfalls and Relief Act Shortfalls.
Prepayment Interest Shortfalls from Principal Prepayments of Mortgage
Loans during any Prepayment Period and Relief Act Interest Shortfalls
occurring during the related Interest Accrual Period incurred on the Mortgage
Loans in any Sub-Pool will be applied on the related Distribution Date to
reduce the Interest Distribution Amount of each Class of REMIC II Regular
Certificates that bears interest among the interest-bearing REMIC II Regular
Certificates in the related Certificate Group or to their IO Components in the
Certificate Group pro rata based on, and to the extent of, one month's
interest at the then applicable respective Pass-Through Rate on the respective
aggregate Certificate Principal Balance of the Certificates of a Class (or
Component Balance or Component Notional Amount, in the case of the
Components).
SECTION 4.09 Reserve Fund.
(a) The Trustee shall establish and maintain a Reserve Fund as an
Eligible Account for the benefit of the Certificateholders (the "Reserve
Fund") in the form of a trust account, in the name of "LaSalle Bank National
Association, as Trustee, in trust for the Certificateholders of Bank One
Mortgage-Backed Pass-Through Certificates, Series 2000-1, Reserve Fund." Funds
on deposit in the Reserve Fund shall be held separate and apart from, and
shall not be commingled with, any other funds, including other funds held by
the Trustee pursuant to this Agreement. The Reserve Fund will be an "outside
reserve fund" within the meaning of Treasury regulation ss.1.860G-2(h) and
will not be an asset of any REMIC created by this Agreement.
(b) On each Distribution Date, the Trustee shall transfer from the
Distribution Account to the Reserve Fund any monies to which the Class R-II
Certificateholders would otherwise be entitled on any Distribution Date when
the aggregate balance in the Reserve Fund is $250,000 or less. (c) The Trustee
shall withdraw from the Reserve Fund on each Distribution Date and distribute
pursuant to Section 4.01(a)(9) an amount equal to the lesser of the amount in
the Reserve Fund and any amounts to be distributed pursuant to Section
4.01(a)(9) that are not covered by the Available Distribution Amount for that
Distribution Date. Funds withdrawn from the Reserve Fund may not be applied
pursuant to any other subsection of Section 4.01.
(d) Funds in the Reserve Fund may be invested only in Permitted
Investments. Any earnings on them shall be payable to the Class R-II
Certificateholders. The Class R-II Certificates shall evidence ownership of
the Reserve Fund for federal tax purposes and 50% in interest of their Holders
shall direct the Trustee in writing as to the investment of funds in the
Reserve Fund.
(e) Upon termination of the Trust Fund, any amounts remaining in the
Reserve Fund shall be distributed to the Class R-II Certificateholders in the
same manner as if distributed pursuant to Section 4.01(a)(10).
ARTICLE V
THE CERTIFICATES
SECTION 5.01 The Certificates.
The Certificates shall be in substantially the forms in Exhibits A-1,
A-2, B, C, and D, with the appropriate insertions, omissions, substitutions,
and other variations required or permitted by this Agreement or as in the
reasonable judgment of the Trustee or the Depositor are appropriate to comply,
or facilitate compliance, with applicable laws, and may have such letters,
numbers, or other marks of identification and such legends or endorsements
placed on them as may be required to comply with the rules of any securities
exchange on which any of the Certificates may be listed, or as may, consistent
with this Agreement, be determined by the officers executing the Certificates,
as evidenced by their execution of them.
The definitive Certificates may be printed, typewritten, lithographed, or
engraved or produced by any combination of these methods or may be produced in
any other manner permitted by the rules of any securities exchange on which
any of the Certificates may be listed, all as determined by the officers
executing the Certificates, as evidenced by their execution of them.
The Class A and Class 7AX Certificates will be in fully-registered form
only in minimum denominations of a $1,000 Certificate Principal Balance and
integral multiples of $1 in excess of that. The Subordinate Certificates will
be in fully-registered form only in minimum denominations of $1,000,000
Certificate Principal Balance and integral multiples of $1 in excess of that.
Each Class of the Residual Certificates will be in minimum denominations of
20% Percentage Interest.
The Certificates shall be executed by manual or facsimile signature on
behalf of the Trust Fund by the Trustee by a Responsible Officer. Certificates
bearing the manual or facsimile signatures of individuals who were, when their
signatures were affixed, authorized to sign on behalf of the Trustee shall
bind the Trust Fund, notwithstanding that any of them have ceased to be so
authorized before the authentication and delivery of the Certificates or did
not hold the same offices at the date of the Certificate. No Certificate shall
be entitled to any benefit under this Agreement, or be valid for any purpose,
unless the Certificate has a certificate of authentication executed by the
Trustee by manual signature, and the certificate of authentication on any
Certificate shall be conclusive evidence, and the only evidence, that the
Certificate has been duly authenticated and delivered under this Agreement.
All Certificates shall be dated the date of their authentication.
SECTION 5.02 Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall maintain a Certificate Register in which, subject
to reasonable regulations prescribed by it, the Trustee provides for
registration of Certificates and registration of transfers and exchanges of
Certificates. On surrender for registration of transfer of any Certificate,
the Trustee shall execute, authenticate, and deliver, in the name of the
designated transferees, one or more new Certificates in like aggregate
interest and of the same Class.
(b) At the option of a Certificateholder, Certificates may be exchanged
for other Certificates of authorized denominations and the same aggregate
interest in the Trust Fund and of the same Class, on surrender of the
Certificates to be exchanged at the Corporate Trust Office. The Trustee will
give prompt written notice to Certificateholders of any change in the location
of the any the office or agency. The Certificate Register will be kept at the
offices of the Trustee located at the Corporate Trust Office and may be kept
in an electronic form capable of printing out a hard copy of the Certificate
Register. Whenever any Certificates are so surrendered for exchange, the
Trustee shall execute, authenticate, and deliver the Certificates that the
Certificateholder making the exchange is entitled to receive. Every
Certificate presented or surrendered for registration of transfer or exchange
shall be accompanied by a written instrument of transfer in form satisfactory
to the Trustee duly executed by its Holder or his attorney duly authorized in
writing.
(c) The Certificateholders shall not incur a service charge for any
registration of transfer or exchange of Certificates, but may be required to
pay the amount of any tax or governmental charge imposed on any transfer or
exchange of Certificates.
(d) All Certificates surrendered for registration of transfer and
exchange shall be canceled by the Trustee in accordance with the Trustee's
customary procedures.
(e) The Subordinate Certificates may not be transferred except pursuant
to an effective registration statement under the 1933 Act and effective
registration or qualification under applicable state securities laws, or in a
transaction that does not require registration or qualification. If a transfer
of a definitive Subordinate Certificate is to be made without registration or
qualification, either (i) the Certificateholder's prospective transferee and
the Certificateholder desiring to effect the transfer must each certify to the
Trustee in writing in the forms of Exhibit H-1 and Exhibit H-2, respectively,
the facts surrounding the transfer and in addition the Depositor or the
Trustee may require an Opinion of Counsel reasonably satisfactory to it that
the transfer may be made without registration or qualification or (ii) the
prospective transferee of the Certificate must provide the Trustee and the
Depositor with an investment letter substantially in the form of Exhibit I (or
another form the Depositor in its sole discretion deems acceptable). The
Depositor shall notify the Trustee if it will require an Opinion of Counsel in
connection with a transfer within five Business Days after the transferee
notifies the Depositor of a request for transfer. Neither the Depositor nor
the Trustee is obligated to register or qualify any Subordinate Certificate
under the 1933 Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the transfer of the
Certificate or interest without registration or qualification or to pay for
any Opinion of Counsel or other document it requires under this subsection.
Any Holder effecting transfer, by its request for the transfer, agrees to
indemnify the Trustee and the Depositor against any liability that may result
if the transfer is not exempt from any registration or qualification under any
securities laws, or is not made in accordance with federal and state laws.
Upon any proposed transfer of an interest in a Subordinate
Certificate issued as a Book-Entry Certificate to an institutional "accredited
investor" as defined in Rule 501(a)(1), (2), (3), or (7) under the 1933 Act,
the Trustee shall register the transfer only if the requirements of Section
5.02(e)(i) have been satisfied and the aggregate principal amount of the
Subordinate Certificates being transferred is at least $250,000. On receipt by
the Trustee of the documents required by preceding sentence and instructions
given in accordance with DTC's and the Trustee's customary procedures, the
Trustee shall reflect on its books and records the date of that transfer and
issue a definitive Subordinate Certificate of the appropriate Class and in the
appropriate amount, and the Book-Entry Certificate representing the
transferred Subordinate Certificate shall be decreased by the amount so
transferred.
(f) No transfer of a Subordinate or Residual Certificate shall be made to
any employee benefit or other plan that is subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code
(a "Plan"), to a trustee or other person acting on behalf of any Plan, or to
any other person using "plan assets" to effect the acquisition, unless the
prospective transferee provides the Trustee and the Depositor with a
certification to the effect of paragraph six of Exhibit H-1, which the Trustee
may rely on without further investigation, and any other certifications the
Trustee deems appropriate to establish that the transferee either (a) is not a
Plan, or any person (including an investment manager, a named fiduciary, or a
trustee of a Plan) who is using "plan assets" of a Plan to effect the
acquisition (each, a "Plan Investor") or (b) in the case of any Subordinate
Certificate, the following conditions are satisfied: (i) the transferee is an
insurance company, (ii) the source of funds used to purchase or hold the
Certificate (or any interest in one) is an "insurance company general account"
(as defined in U.S. Department of Labor Prohibited Transaction Class Exemption
("PTCE") 95-60, and (iii) the conditions in Sections I and III of PTCE 95-60
have been satisfied (each entity that satisfies this clause (b), a "Complying
Insurance Company"). If any Subordinate or Residual Certificate (or any
interest in one) is acquired or held in violation of the provisions of the
preceding clause (b) of this Section 5.02(f), then the last preceding
transferee that either (i) is not a Plan Investor or (ii) is a Complying
Insurance Company shall be restored, to the extent permitted by law, to all
rights and obligations as its Certificateholder retroactive to the date of its
transfer. The Trustee shall not be liable to any person for making any
payments due on any Certificate to the preceding transferee that is not a Plan
Investor or a Complying Insurance Company.
(g) Each Subordinate Certificate shall bear a legend substantially to the
following effect.
"This Certificate (or its predecessor) was originally issued in a
transaction exempt from registration under the United States Securities Act
of 1933, as amended (the "Securities Act"), and may not be offered, sold,
pledged, or otherwise transferred in the absence of registration or an
applicable exemption from registration. Each purchaser of this Certificate
is hereby notified that the seller of this Certificate may be relying on
the exemption from the provisions of Section 5 of the Securities Act
provided by Rule 144A.
The holder of this Certificate agrees for the benefit of the issuer that
(a) this Certificate may only be offered, resold, pledged, or otherwise
transferred (1) to the issuer, (2) to a qualified institutional buyer in
accordance with Rule 144A or to a non-qualified institutional buyer who is
an institutional "accredited investor" (as defined in Rule 501(a)(1), (2),
(3), or (7) under the Securities Act), or (3) pursuant to an effective
registration statement under the Securities Act, and, in each case, in
accordance with all applicable securities laws of any state of the United
States and any other applicable jurisdiction, and (b) the holder will, and
each subsequent holder is required to, notify any purchaser of this
Certificate from it of the resale restrictions referred to in (a) above.
Any transfer in violation of the foregoing will be void ab initio, and will
not operate to transfer any rights to the transferee, notwithstanding any
instructions to the contrary."
By accepting any Subordinate Certificate (or any interest in one), each
purchaser of a Subordinate Certificate (with respect to (i) and (ii), other
than a purchaser in the initial offering of the Certificates or an affiliate
of Bank One, National Association) represents and agrees:
(i) the purchaser (A) is a QIB or an institutional "accredited
investor" (as defined in Rule 501(a)(1), (2), (3), or (7) under the 1933
Act), (B) is aware that the sale to it is being made in reliance on Rule
144A if to a QIB, and (C) is acquiring the Subordinate Certificates for
its own account or for the account of a QIB;
(ii) the purchaser understands that the Subordinate Certificates are
being offered in a transaction not involving any public offering in the
United States within the meaning of the 1933 Act and that the Subordinate
Certificates have not been and will not be registered under the 1933 Act;
(iii) the purchaser agrees that (x) if in the future it decides to
offer, resell, pledge, or otherwise transfer the Subordinate
Certificates, the Subordinate Certificates may be offered, resold,
pledged, or otherwise transferred only (A) to the Depositor, (B) to a QIB
in accordance with Rule 144A or to an institutional "accredited investor"
(as defined in Rule 501(a)(1), (2), (3), or (7) under the 1933 Act), or
(C) pursuant to an effective registration statement under the Securities
Act, and, in each of case, in accordance with any applicable securities
laws of any state of the United States and any other jurisdictions and
(y) the purchaser will, and each subsequent holder is required to, notify
any subsequent purchaser of the Subordinate Certificates from it of the
resale restrictions referred to in clause (x) above; and
(iv) either (x) the purchaser is not acquiring the Subordinate
Certificates with the assets of a Plan subject to Title I of ERISA or
Section 4975 of the Code or (y) the purchaser's purchase and holding of
the Subordinate Certificates will not result in a prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code (or, in the case
of a governmental plan, any substantially similar federal, state or local
law) for which an exception or exemption is not available.
(h) Additional Restrictions on Transfers of the Residual Certificates to
Disqualified Organizations.
(i) Each person who has or who acquires any ownership interest in a
Residual Certificate, by its acceptance or acquisition of the ownership
interest, agrees to be bound by the following provisions and to have
irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a person other than the person and to
negotiate the terms of any mandatory sale under clause (iii)(B) below and
to execute all instruments of transfer and to do all other things
necessary in connection with any such sale. The rights of each person
acquiring any ownership interest in a Residual Certificate are expressly
subject to the following provisions:
(A) No person holding or acquiring any ownership interest
in a Residual Certificate may be a Disqualified Organization and any
person holding an ownership interest in a Residual Certificate who has or
is about to become a Disqualified Organization shall promptly notify the
Trustee.
(B) In connection with any proposed transfer of any
ownership interest in a Residual Certificate to a U.S. Person other than
the initial transfer on the Closing Date, the Trustee shall not register
the transfer of a Residual Certificate until it receives (1) an affidavit
and agreement (a "Transferee Affidavit and Agreement" in the form of
Exhibit J) from the proposed transferee representing and warranting,
among other things, that it is not a non-U.S. Person, that the transferee
is not a Disqualified Organization, that it is not acquiring its
ownership interest in a Residual Certificate that is the subject of the
proposed transfer as a nominee, trustee, or agent for any person who is a
Disqualified Organization, that for so long as it retains its ownership
interest in a Residual Certificate, it will not become a Disqualified
Organization if it can prevent it, and that it has reviewed this Section
5.02(h) and agrees to be bound by it and (2) a certificate, in the form
of Exhibit K, from the Holder wishing to transfer a Residual Certificate
representing and warranting, among other things, that no purpose of the
proposed transfer is to allow the Holder to impede the assessment or
collection of tax.
(C) Notwithstanding the delivery of a Transferee Affidavit
and Agreement by a proposed transferee under clause (B) above, if the
Trustee has actual knowledge that the proposed transferee is a
Disqualified Organization, no transfer of an ownership interest in a
Residual Certificate to the proposed transferee shall be effected.
(D) Each person holding or acquiring any ownership
interest in a Residual Certificate, by holding or acquiring the ownership
interest, agrees to require a Transferee Affidavit and Agreement from the
other person to whom the person attempts to transfer its ownership
interest and to provide a certificate to the Trustee in the form of
Exhibit K before any transfer of the ownership interest.
(ii) (A) If any Disqualified Organization becomes a Holder of a
Residual Certificate, then the last preceding Holder that was other than
a Disqualified Organization shall be restored, to the extent permitted by
law, to all rights and obligations as its Holder retroactive to the date
of registration of the transfer of the Residual Certificate. If any
non-U.S. Person becomes a Holder of a Residual Certificate, then the last
preceding Holder that is a U.S. Person shall be restored, to the extent
permitted by law, to all rights and obligations as its Holder retroactive
to the date of registration of the transfer to the non-U.S. Person of the
Residual Certificate. If a transfer of a Residual Certificate is
disregarded pursuant to Treasury regulations Section 1.860E-1 or Section
1.860G-3, then the last preceding Holder that was not a Disqualified
Organization shall be restored, to the extent permitted by law, to all
rights and obligations as its Holder retroactive to the date of
registration of the transfer of the Residual Certificate. The Trustee
shall not be liable to any person for any registration of transfer of a
Residual Certificate that is in fact not permitted by this Section
5.02(h) or for making any payments due on the Certificate to its Holder
or for taking any other action with respect to the Holder under this
Agreement.
(B) If any purported transferee of a Residual Certificate
becomes its Holder in violation of this Section 5.02(h) and to the extent
that the retroactive restoration of the rights of the Holder of the
Residual Certificate in clause (ii)(A) above are ineffective, then the
Depositor may, without notice to any prior Holder of the Residual
Certificate, sell the Residual Certificate to a purchaser selected by the
Depositor on terms it chooses. The purported transferee shall promptly
endorse and deliver a Residual Certificate in accordance with the
instructions of the Depositor. The purchaser may be the Depositor itself
or any affiliate of the Depositor. The proceeds of the sale, net of the
commissions (which may include commissions payable to the Depositor or
its affiliates), expenses, and taxes due shall be remitted by the
Depositor to the purported transferee. The terms of any sale under this
clause (ii)(B) shall be determined in the sole discretion of the
Depositor, and the Depositor shall not be liable to any person having an
ownership interest or a purported ownership interest in a Residual
Certificate as a result of its exercise of discretion.
(iii) The Servicer, on behalf of the Trust Fund, shall make
available, on written request from the Trustee, any information
reasonably available to it that is necessary to compute any tax imposed
(A) as a result of the transfer of an ownership interest in a Residual
Certificate to any person who is a Disqualified Organization, including
the information regarding "excess inclusions" of the Residual Certificate
required to be provided to the Internal Revenue Service and certain
persons as described in Treasury regulation Sections 1.860E-2(a)(5) or
1.860D-1(b)(5), and (B) as a result of any regulated investment company,
real estate investment trust, common trust fund, partnership, trust,
estate, or organizations described in Section 1381 of the Code having
among its record holders at any time any person who is a Disqualified
Organization. Reasonable compensation for providing the information may
be required by the Servicer from the transferee.
(iv) The provisions of this Section 5.02(h) before this subsection
may be changed by the Depositor, if the Trustee receives:
(A) written notification from each Rating Agency to the
effect that the change will not cause the Rating Agency to downgrade or
withdraw its then-current rating of the Certificates; and
(B) a certificate of the Depositor stating that the
Depositor has received an Opinion of Counsel, satisfactory to it, to the
effect that the change will not cause either Trust REMIC to cease to
qualify as a REMIC and will not create a material risk that (i) either
Trust REMIC may be subject to an entity-level tax caused by the transfer
of a Residual Certificate to a person that is a Disqualified Organization
or (2) anyone will be subject to a REMIC-related tax caused by the
transfer of the applicable Residual Certificate to a person that is a
Disqualified Organization.
(v) The following legend shall appear on each Residual Certificate:
Any resale, transfer, or other disposition of this Certificate may be
made only if the proposed transferee provides a transfer affidavit to the
Trustee that (1) the transferee is not (a) the United States, any state
or political subdivision of the United States, any foreign government,
any international organization, or any agency or instrumentality of any
of them, (b) any organization (other than a cooperative described in
section 521 of the Internal Revenue Code of 1986 (the "Code") that is
exempt from the taxes imposed by Chapter 1 of the Code unless the
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 clause (a), (b), or (c), a "Disqualified
Organization"), or (d) an agent of a Disqualified Organization and (2) no
purpose of the transfer is to enable the transferor to impede the
assessment or collection of tax. The affidavit shall include
representations about the financial condition of the proposed transferee.
Notwithstanding the registration in the certificate register of any
transfer, sale, or other disposition of this Residual Certificate to a
Disqualified Organization or an agent of a Disqualified Organization, the
registration shall be void and the person shall not be a
Certificateholder for any purpose, including the receipt of distributions
on this Certificate. Each holder of this Residual Certificate by
acceptance of this Certificate agrees to these provisions.
(i) The Trustee shall not be liable to the Trust Fund for a transfer of
any Subordinate or Residual Certificate in reliance on a certification,
ruling, or Opinion of Counsel described in this Section. The Trustee shall not
register the transfer of any Residual Certificate if a Responsible Officer of
the Trustee has actual knowledge that the proposed transferee does not meet
the qualifications of a permitted Holder of a Residual Certificate in this
Section.
SECTION 5.03 Mutilated, Destroyed, Lost, or Stolen Certificates.
If (a) the Trustee receives evidence to its satisfaction of the
destruction, loss, or theft of any Certificate and the Servicer and the
Trustee receive the security or indemnity required by them to save each of
them harmless, or (b) any mutilated Certificate is surrendered to the Trustee,
then, in the absence of notice to the Trustee that the Certificate has been
acquired by a protected purchaser, and if the requirements of Section 8-406 of
the UCC are met and subject to Section 8-405 of the UCC, the Trustee shall
execute, authenticate, and deliver, in exchange for or in lieu of any
mutilated, destroyed, lost, or stolen Certificate, a new Certificate of like
tenor and interest in the Trust Fund. In connection with the issuance of any
new Certificate under this Section, the Trustee may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed on the transfer and any other expenses (including the fees and
expenses of the Trustee) of the transfer. Any replacement Certificate issued
pursuant to this Section is complete and indefeasible evidence of ownership in
the Trust Fund, as if originally issued, whether or not the lost, stolen, or
destroyed Certificate is found at any time.
SECTION 5.04 Persons Considered Owners.
Before due presentation of a Certificate for registration of transfer,
the Servicer, the Trustee, and any agent of the Servicer or the Trustee may
treat the person in whose name any Certificate is registered as the owner of
the Certificate for the purpose of receiving distributions as provided in this
Agreement and for all other purposes whatsoever, and neither the Servicer, the
Trustee, nor any agent of the Servicer or the Trustee shall be affected by any
notice to the contrary. SECTION 5.05 Access to List of Certificateholders'
Names and Addresses.
(a) If three or more Certificateholders (i) request in writing from the
Trustee a list of the names and addresses of Certificateholders, (ii) state
that the Certificateholders want to communicate with other Certificateholders
about their rights under this Agreement or under the Certificates, and (iii)
provide a copy of the communication that they propose to transmit, then the
Trustee shall, within ten Business Days after receipt of the request, afford
the Certificateholders access during normal business hours to a current list
of the Certificateholders. The expense of providing any such information
requested by a Certificateholder shall be borne by the Certificateholders
requesting the information and shall not be borne by the Trustee. Every
Certificateholder, by receiving and holding a Certificate, agrees that the
Trustee shall not be liable for disclosing the list of the Certificateholders
under this Agreement, regardless of the source from which the information was
derived.
(b) The Servicer, so long as it is the Servicer under this Agreement, the
Seller, and the Depositor shall have unlimited access to a list of the names
and addresses of the Certificateholders, which list shall be provided by the
Trustee promptly upon the request of the Servicer or the Depositor.
SECTION 5.06 Maintenance of Office or Agency.
The Trustee will maintain at its expense an office or agency where
Certificates may be surrendered for registration of transfer or exchange and
where notices to and demands on the Trustee about the Certificates and this
Agreement may be served. The Trustee initially designates the office described
in Section 8.11 as its office for this purpose. The Trustee will give prompt
written notice to the Certificateholders of any change in the location of this
office or agency.
SECTION 5.07 Book-Entry Certificates.
The Class A and Class 7AX Certificates, on original issuance, shall, and
the Subordinate Certificates (if they are sold to QIBs) may, be issued in the
form of one or more typewritten Certificates, to be delivered to DTC, the
initial Clearing Agency, by, or on behalf of, the Depositor. Each Class of
Book-Entry Certificates shall initially be registered on the Certificate
Register in the name of Cede & Co., the nominee of DTC, as the initial
Clearing Agency, and no beneficial owner will receive a definitive certificate
representing its interest in the Certificates, except as provided in Section
5.09. Until definitive, fully registered Certificates have been issued to
beneficial owners pursuant to Section 5.09:
(a) the Depositor and the Trustee may deal with the Clearing Agency for
all purposes with respect to the Book-Entry Certificates as their sole Holder;
(b) to the extent that this Section conflicts with any other provisions
of this Agreement, this Section shall control; and
(c) the rights of beneficial owners of Book-Entry Certificates shall be
exercised only through the Clearing Agency and its participants and shall be
limited to those established by law and agreements between the beneficial
owners and the Clearing Agency and its participants. Pursuant to the Letter of
Representation, dated as of March 30, 2000, among DTC, the Depositor, and the
Trustee, until definitive Certificates are issued pursuant to Section 5.09,
the initial Clearing Agency will make book-entry transfers between its
participants and receive and transmit distributions of principal and interest
on the related Certificates to its participants.
For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Holders of each Class of
the Certificates evidencing a specified percentage of their aggregate unpaid
principal amount, the direction or consent may be given by the Clearing Agency
at the direction of beneficial owners of the Certificates evidencing the
requisite percentage of their principal amount. The Clearing Agency may take
conflicting actions with respect to each Class of the Certificates on behalf
of the beneficial owners.
SECTION 5.08 Notices to Clearing Agency.
Whenever a notice or other communication to the Holders of Certificates
is required under this Agreement, until definitive Certificates have been
issued to the related Certificateholders pursuant to Section 5.09, the Trustee
shall give the notices and communications to the Clearing Agency, which shall
give them to its related participants in accordance with its applicable rules,
regulations, and procedures.
SECTION 5.09 Definitive Certificates.
If (a) the Depositor advises the Trustee in writing that the Clearing
Agency is no longer willing or able to discharge its responsibilities properly
under the Letter of Representation, dated as of March 30, 2000, among DTC, the
Depositor, and the Trustee or the Depositor is unable to locate a qualified
successor, (b) the Depositor, at its option, advises the Trustee in writing
that it elects to terminate the book-entry system for any of the Book-Entry
Certificates through the Clearing Agency, or (c) after the occurrence of an
Event of Default, Holders of each Class of Book-Entry Certificates evidencing
not less than 66-2/3% of the aggregate Certificate Principal Balance of the
Class advise the Trustee in writing that the continuation of a book-entry
system for the Certificates through the Clearing Agency is no longer in the
best interests of the Holders of the Class of the Book-Entry Certificates, the
Trustee shall notify all Holders of the Certificates of the occurrence of any
such event and the availability of definitive Certificates. On surrender to
the Trustee of the Certificates by the Clearing Agency, accompanied by
registration instructions from the Clearing Agency for registration, the
Trustee shall authenticate and deliver appropriate definitive Certificates.
Neither the Depositor nor the Trustee shall be liable for any delay in
delivery of the instructions and may conclusively rely on, and shall be
protected in relying on, the instructions. On the issuance of definitive
Certificates, all obligations imposed on the Clearing Agency shall be
obligations of the Trustee, to the extent applicable to the definitive
Certificates, and the Trustee shall recognize the Holders of definitive
Certificates as Certificateholders.
ARTICLE VI
THE DEPOSITOR, THE SELLER, AND THE SERVICER
SECTION 6.01 Liabilities of the Depositor, Seller, and the Servicer.
The Depositor, Seller, and the Servicer shall each be liable under this
Agreement only to the extent of the obligations specifically and respectively
imposed on and undertaken by them in this Agreement.
The Depositor shall not be liable for any action or failure to take
action by the Seller or the Servicer and is not obligated to supervise the
performance of the Seller or the Servicer under this Agreement or otherwise.
The obligation under this Agreement of the Seller to repurchase or
substitute for any Mortgage Loan as to which any breach of representation or
warranty made in Section 2.01, 2.02, 2.03, or 2.04 of this Agreement has
occurred and is continuing is the exclusive remedy respecting the breach
available to the Depositor, the Certificateholders, or the Trustee on their
behalf so long as the Seller repurchases or substitutes for any such Mortgage
Loan and the Certificateholders are not entitled to any consequential damages.
Without limiting the effect of the preceding paragraph, the Servicer
shall defend and indemnify the Trust Fund, the Trustee, the Depositor, the
Certificate Registrar, the Seller, and the Certificateholders against any
costs, expenses, losses, damages, claims, or liabilities, including reasonable
fees and expenses of counsel and expenses of litigation, arising from third
party claims or actions (including penalties or fees imposed by any
governmental or regulatory body or agency) for any breach of the Servicer's
covenants, representations, or warranties in this Agreement or for any action
taken or omitted by the Servicer with respect to any Mortgage Loan
constituting a failure by the Servicer to perform its obligations under this
Agreement. This indemnity shall survive any Event of Default (but a Servicer's
obligations under this Section 6.01 shall not relate to any actions of any
predecessor or subsequent Servicer) and any payment of the amount owing under
any such Mortgage Loan.
Without limiting the effect of the second preceding paragraph, the Seller
shall defend and indemnify the Trust Fund, the Trustee, the Depositor, the
Certificate Registrar, the Servicer, and the Certificateholders against any
costs, expenses, losses, damages, claims, or liabilities, including reasonable
fees and expenses of counsel and expenses of litigation, arising from third
party claims or actions (including penalties or fees imposed by any
governmental or regulatory body or agency) for any breach of the Seller's
covenants, representations, or warranties in this Agreement or for any action
taken or omitted by the Seller with respect to any Mortgage Loan constituting
a failure by the Seller to perform its obligations under this Agreement. This
indemnity shall survive any payment of the amount owing under, or any
repurchase by the Seller of, any such Mortgage Loan.
Any amounts received by the Trustee from the Seller or the Servicer on
behalf of the Trust Fund pursuant to this Article shall be deposited in the
Distribution Account and shall be distributed as part of the Available
Distribution Amount. If either the Seller or the Servicer has made any
indemnity payments to the Trustee pursuant to this Article and the Trustee
subsequently collects any of the amounts from others, the Trustee will repay
the amounts collected to the Seller or Servicer, as applicable, together with
any interest collected on them.
SECTION 6.02 Merger or Consolidation of the Depositor, the Seller, or the
Servicer.
Subject to the next paragraph, the Depositor, the Seller, and the
Servicer will each do all things necessary to keep in full effect its
existence, rights, and franchises (charter and statutory) and will each obtain
and preserve its qualification to do business as a foreign corporation in each
jurisdiction in which qualification is or becomes necessary to protect the
validity and enforceability of this Agreement, or any of the Mortgage Loans,
and to perform its respective duties under this Agreement.
Any of the Seller, the Servicer, or the Depositor may merge or
consolidate with any person, and any person into which the Seller, the
Servicer, or the Depositor may be merged or consolidated, or any person
resulting from any merger or consolidation to which the Seller or the Servicer
is a party, or any person succeeding to the business of the Seller, Servicer,
or the Depositor, shall be the successor of the Seller, the Servicer, or the
Depositor, as the case may be, under this Agreement, without the execution or
filing of any paper or any further act on the part of any of the parties,
anything in this Agreement to the contrary notwithstanding. Any successor or
surviving person to the Servicer must be qualified to sell mortgage loans to,
and to service mortgage loans on behalf of, Fannie Mae or Freddie Mac.
Notwithstanding anything else in this Section or in Section 6.04 to the
contrary, the Servicer may assign its rights and obligations under this
Agreement. The Servicer must give the Depositor, the Seller, and the Trustee
notice of any assignment by it. Any purchaser or transferee accepting any
assignment must be an institution that is a Fannie Mae and Freddie Mac
approved seller/servicer in good standing, that has a net worth of at least
$15,000,000, and that is willing to service the Mortgage Loans and executes
and delivers to the Depositor, the Seller, and the Trustee an agreement
accepting the assignment, that contains an assumption by the person of the
rights and obligations of the Servicer (including any of its obligations under
any Sub-Servicing Agreements), with like effect as if originally named as a
party to this Agreement. After any such assignment, the Servicer shall be
released from its obligations under this Agreement, except that the Servicer
shall remain liable for all liabilities and obligations incurred by it as
Servicer before the satisfaction of the conditions to the assignment in the
preceding sentence.
SECTION 6.03 Limitation on Liability of the Depositor, the Servicer, and
Others.
Neither the Depositor, the Servicer, nor the Seller, nor any of the
directors, officers, employees, or agents of the Depositor, the Servicer, or
the Seller shall be liable to 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. This provision shall not protect the
Depositor, the Servicer, or the Seller against any breach of representations
or warranties made by it in this Agreement, or protect the Depositor, the
Servicer, or the Seller from any liability that would otherwise be imposed for
willful misfeasance, bad faith, or negligence in the performance of duties or
for reckless disregard of obligations under this Agreement. The Depositor, the
Servicer, or the Seller and any director, officer, employee, or agent of the
Depositor, the Servicer, or the Seller may rely in good faith on any document
of any kind prima facie properly executed and submitted by any person about
any matters arising under this Agreement. The Depositor, the Servicer, or the
Seller and any director, officer, employee, or agent of the Depositor, the
Servicer, or the Seller shall be indemnified 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 for willful misfeasance, bad faith, or
negligence in the performance of duties under this Agreement or for reckless
disregard of obligations under this Agreement. Neither the Depositor, the
Servicer, nor the Seller shall be under any obligation to appear in,
prosecute, or defend any legal action that is not incidental to their
respective duties under this Agreement and that in its opinion may involve it
in any expense or liability. The Depositor, the Servicer, or the Seller may in
its discretion undertake any action that it deems appropriate with respect to
this Agreement and interests of the Trustee and the Certificateholders.
SECTION 6.04 Seller and Servicer May Own Certificates.
Each of the Seller and the Servicer 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 the Seller or the Servicer, as the case may
be.
ARTICLE VII
DEFAULT
SECTION 7.01 Events of Default.
"Event of Default" means any one of the following events:
(a) any failure by the Servicer to remit to the Trustee any payment other
than an Advance required to be made by the Servicer under this Agreement,
which failure continues unremedied for a period of three days after the date
on which written notice of the failure is given to the Servicer by the
Trustee, the Depositor, or any Certificateholder; or
(b) any failure by the Servicer to observe or perform in any material
respect any other of the covenants or agreements on the part of the Servicer
contained in this Agreement (except as set forth in (c) below) which failure
(i) materially and adversely affects the rights of the Certificateholders and
(ii) continues unremedied for a period of 60 days after the date on which
written notice of the failure is given to the Servicer and the Seller by the
Trustee or the Depositor, or to the Servicer, the Seller, and the Trustee by
the Holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates; or
(c) if a representation or warranty of the Servicer in Section 2.04
proves to be materially incorrect as of the time made in any respect that
materially and adversely affects the interests of the Certificateholders, and
the circumstances or condition causing the representation or warranty to be
incorrect has not been eliminated or cured, or the affected Mortgage Loan has
not been substituted for or repurchased, within 60 days (or if the breach is
not capable of being cured within 60 days and is not covered by the remedies
in Section 2.04, and if the Servicer believes in good faith that the breach
can be cured within 120 days and is diligently pursuing its cure, within 120
days) after the date on which written notice of it is given to the Servicer by
the Trustee or by the Depositor, or to the Servicer and the Trustee by the
Holders of Certificates evidencing not less than 25% of the Voting Right
evidenced by the Certificates; or
(d) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshalling of
assets and liabilities, or similar proceedings, or for the winding-up or
liquidation of its affairs, is entered against the Servicer and the decree or
order remains in force undischarged or unstayed for a period of 60 days; or
(e) the Servicer consents to the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshalling of assets
and liabilities, or similar proceedings relating to the Servicer or all or
substantially all of its property; or
(f) the Servicer admits in writing its inability to pay its debts
generally as they become due, files a petition to take advantage of, or
commence a voluntary case under, any applicable insolvency or reorganization
statute, makes an assignment for the benefit of its creditors, or voluntarily
suspends payment of its obligations; or
(g) either Rating Agency lowers or withdraws the outstanding rating of
the Certificates because the existing or prospective financial condition or
mortgage loan servicing capability of the Servicer is insufficient to maintain
the outstanding rating; or
(h) any failure of the Servicer, for one Business Day after written
notice of the failure from the Trustee, to make any Advance in the manner and
at the time required to be made from its own funds pursuant to this Agreement
that continues unremedied after the close of business on the Business Day
before the Distribution Date, or the Servicer notifies the Trustee in writing
that it is unable to make an Advance.
If an Event of Default described in clauses (a) through (g) occurs, then
so long as the Event of Default has not been remedied, the Trustee shall, if
so directed by the Holders of Certificates evidencing not less than 25% of the
Voting Rights evidenced by the Certificates, by notice in writing to the
Servicer causing the Event of Default (with a copy to the Rating Agencies),
terminate all of the rights and obligations of that Servicer under this
Agreement (other than rights to reimbursement for Advances or other advances
previously made, as provided in Section 3.07 or 4.01).
If an Event of Default described in clause (h) occurs, the Trustee shall,
before the next Distribution Date, terminate the rights and obligations of the
Servicer causing the Event of Default under this Agreement (other than rights
to reimbursement for Advances or other advances previously made, as provided
in Section 3.07 or 4.01) and succeed to, or appoint a successor servicer to
succeed to, the rights and obligations of that Servicer under this Agreement
pursuant to Section 7.02, including the obligation to make Advances on the
Distribution Date pursuant to this Agreement.
In connection with the termination of a Servicer, if any Mortgage is
registered on the MERS(R) System, then, either (i) the successor Servicer,
including the Trustee if the Trustee is acting as successor Servicer, shall
represent and warrant that it is a member of MERS in good standing and shall
agree to comply in all material respects with the rules and procedures of MERS
in connection with the servicing of the Mortgage Loans that are registered
with MERS, or (ii) the predecessor Servicer shall cooperate with the successor
Servicer in causing MERS to execute and deliver an assignment of Mortgage in
recordable form to transfer all the Mortgages registered on the MERS(R) System
from MERS to the Trustee and to execute and deliver any other notices and
documents appropriate to effect a transfer of those Mortgages or the servicing
of the Mortgage Loan on the MERS(R) System to the successor Servicer. The
predecessor Servicer shall file any such assignment in the appropriate
recording office. The successor Servicer shall deliver the assignment to the
Trustee or the Custodian promptly upon receipt of the original with evidence
of recording on it or a copy certified by the public recording office in which
the assignment was recorded. All expenses incidental to any substitution of
the Servicer with a successor servicer under this Article shall be borne by
the terminated Servicer.
SECTION 7.02 Trustee to Act; Appointment of Successor.
From the time either Servicer receives a notice of termination pursuant
to Section 7.01 or resigns pursuant to Section 3.24, subject to Section 3.23
and the right of Bank One, National Association to succeed to HomeSide
Lending, Inc., the Trustee shall be the successor in all respects to the
terminated Servicer in its capacity as servicer under this Agreement and shall
be subject to all the obligations placed on the terminated Servicer by this
Agreement, except that neither the Trustee nor any other successor to the
terminated Servicer pursuant to this Section 7.02 shall be considered to have
made any representation or warranty made by the terminated Servicer, shall be
obligated to repurchase or substitute for any Mortgage Loan, or shall have any
responsibility for an act or omission of any predecessor Servicer. The Trustee
shall be entitled to all funds relating to the Mortgage Loans that the
terminated Servicer would have been entitled to if the terminated Servicer had
continued to act under this Agreement (except that the terminated Servicer
shall retain the right to be reimbursed for advances (including Advances)
previously made by the terminated Servicer for which it would be entitled to
reimbursement if it had not been terminated as Servicer). Notwithstanding the
foregoing, if the Trustee has become the successor to the terminated Servicer
in accordance with this Section, the Trustee may, if it is unwilling to so
act, or shall, if it is unable to so act (exclusive of the obligation to make
Advances), appoint, or petition a court of competent jurisdiction to appoint,
any established mortgage loan servicing institution (whose appointment would
not adversely affect the then current rating of the Certificates) as the
successor to the terminated Servicer under this Agreement in the assumption of
all or any part of the obligations of the terminated Servicer. Pending
appointment of a successor to the terminated Servicer under this Agreement,
the Trustee, unless the Trustee is prohibited by law from so acting, shall act
as Servicer. In connection with the appointment of a successor servicer, the
Trustee may make any arrangements for compensation of the successor out of
payments on Mortgage Loans that it deems appropriate and that do not exceed
the compensation permitted the terminated Servicer under this Agreement. The
Trustee and the successor shall take any action consistent with this Agreement
necessary for the succession.
The Servicer that has been terminated shall, at the request of the
Trustee but at the expense of the terminated Servicer, deliver to the assuming
party all documents and records relating to each Sub-Servicing Agreement and
the related Mortgage Loans and an accounting of amounts collected and held by
it and otherwise use its best efforts to effect the orderly and efficient
transfer of each Sub-Servicing Agreement to the assuming party.
The terminated Servicer shall cooperate with the Trustee and any
successor servicer in effecting the termination of the Servicer's rights and
obligations under this Agreement, including the transfer to the successor for
administration by it of all cash amounts previously or subsequently received
on the Mortgage Loans and the Servicer Mortgage Files.
Neither the Trustee nor any other successor servicer shall be in default
under this Agreement for any failure to make, or any delay in making, any
distribution under this Agreement caused by
o the failure of the terminated Servicer
o to deliver, or any delay in delivering, cash, documents, or
records to it,
o to cooperate as required by this Agreement, or
o to deliver the Servicer Mortgage Files to the Trustee as required
by this Agreement, or
o restrictions imposed by any regulatory authority having jurisdiction
over the terminated Servicer.
Any successor to the terminated Servicer as servicer shall during the
term of its service as servicer maintain in force any policies that the
terminated Servicer is required to maintain pursuant to Section 6.05. No
termination of the terminated Servicer shall have any affect on the
obligations of the Seller under this Agreement.
SECTION 7.03 Notification to Certificateholders.
(a) The Trustee shall give prompt written notice to the Seller and the
Certificateholders at their respective addresses appearing in the Certificate
Register and to the Rating Agencies of any termination of the Servicer or
appointment of a successor to the terminated Servicer.
(b) Within two Business Days after its notice of the occurrence of any
Event of Default, the Trustee shall transmit by mail to the Seller and all
Certificateholders and the Rating Agencies notice of each the Event of Default
known to the Trustee, unless the Event of Default has been cured or waived.
SECTION 7.04 Waiver of Events of Default.
A default or Event of Default under clause (a) or (h) of Section 7.01 may
be waived only by Holders of Certificates of 66-2/3% of the Class affected by
the default or Event of Default. No waiver pursuant to this Section may be
granted that would affect Holders of Certificates in the manner described in
Section 10.01(b)(i), (ii), or (iii). Otherwise, the Holders representing at
least 66-2/3% of the Voting Rights of Certificates affected by a default or
Event of Default may waive the default or Event of Default. After a waiver of
a default or Event of Default by the Holders representing the requisite
percentage of Voting Rights of Certificates affected by the default or Event
of Default, the default or Event of Default shall cease to exist and shall be
considered to have been remedied for every purpose under this Agreement. No
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon except to the extent expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01 Duties of Trustee.
Before the occurrence of an Event of Default, and after the cure or
waiver of all the Events of Default that may have occurred, the obligations of
the Trustee shall be determined solely by the express provisions of this
Agreement, the Trustee shall not be personally liable except for the
performance of the obligations specifically set forth in this Agreement, no
implied covenants or obligations shall be read into this Agreement against the
Trustee, and the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed in them, on any
certificates or opinions furnished to the Trustee that conform to the
requirements of this Agreement that it reasonably believes in good faith to be
genuine and to have been duly executed by the proper authorities about any
matters arising under this Agreement. If an Event of Default has occurred and
remains uncured and not waived, the Trustee shall exercise such of the rights
vested in it by this Agreement, and use the same degree of care and skill in
their exercise, as a prudent person would use under the circumstances in the
conduct of the person's own affairs. No permissive right of the Trustee in
this Agreement shall be construed as a duty.
The Trustee, on receipt of any resolutions, certificates, statements,
opinions, reports, documents, orders, or other instruments furnished to the
Trustee that are specifically required to be furnished pursuant to this
Agreement, shall examine them to determine whether they conform to the
requirements of this Agreement. The Trustee shall have no duty to recalculate
or verify the accuracy of any resolution, certificate, statement, opinion,
report, document, order, or other instrument furnished to the Trustee.
The Trustee shall not be personally liable for an error of judgment made
in good faith by a Responsible Officer of the Trustee, unless the Trustee was
negligent or acted in bad faith or with willful misfeasance. The Trustee shall
not be personally liable for any action taken, suffered, or omitted to be
taken by it in good faith in accordance with the direction of Holders of
Certificates evidencing not less than 25% of the Voting Rights allocated to
each Class of Certificates relating to the time, method, and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement. 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, its negligent failure to perform its
obligations in compliance with this Agreement, or any liability which would be
imposed due to its willful misfeasance or bad faith.
No provision of this Agreement shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the
performance of any of its duties under this Agreement or in the exercise of
any of its rights if it has reasonable grounds for believing that repayment of
the funds or adequate indemnity against the risk or liability is not
reasonably assured to it.
Except with respect to an Event of Default described in Section 7.01(a),
the Trustee shall not be considered to have knowledge of any Event of Default
or event that, with notice or lapse of time or both, would become an Event of
Default, unless a Responsible Officer of the Trustee has received written
notice of it from the Servicer, the Depositor, or a Certificateholder, or a
Responsible Officer of the Trustee has actual notice of it, and in the absence
of notice no provision of this Agreement requiring the taking of any action or
the assumption of any obligation by the Trustee following the occurrence of
any Event of Default or event that, with notice or lapse of time or both,
would become an Event of Default, shall be effective as to the Trustee.
The Trustee shall have no duty under this Agreement with respect to any
complaint, claim, demand, notice, or other document it may receive or that may
be alleged to have been delivered to or served on it by the parties as a
consequence of the assignment of any Mortgage Loan under this Agreement. The
Trustee shall use its best efforts to remit to the Servicer, on receipt, any
complaint, claim, demand, notice, or other document (i) that is delivered to
the Corporate Trust Office of the Trustee, (ii) of which a Responsible Officer
has actual knowledge, and (iii) that contains information sufficient to permit
the Trustee to make a determination that the real property to which the
document relates is a Mortgaged Property.
SECTION 8.02 Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) the Trustee may request and rely on and shall be protected in
acting or refraining from acting on any resolution, Officers'
Certificate, certificate of Servicing Officers, auditor's, or any other
certificate, statement, instrument, opinion, report, notice, request,
consent, order, appraisal, bond, or other document believed by it to be
genuine and to have been signed or presented by the proper party;
(ii) the Trustee may consult with counsel and any Opinion of Counsel
shall be full authorization and protection for any action taken or
suffered or omitted by it under this Agreement in good faith and in
accordance with the Opinion of Counsel;
(iii) the Trustee shall not be obligated to exercise any of the
trusts or powers vested in it by this Agreement or to institute, conduct,
or defend any litigation under or about this Agreement at the request,
order, or direction of any of the Certificateholders pursuant to this
Agreement, unless the Certificateholders have offered to the Trustee
reasonable security or indemnity against the costs and liabilities that
may be incurred; nothing contained in this Agreement shall, however,
relieve the Trustee of the obligation, on the occurrence of an Event of
Default (that has not been cured or waived), to exercise such of the
rights vested in it by this Agreement, and to use the same degree of care
and skill in their exercise, as a prudent person would use under the
circumstances in the conduct of the person's own affairs;
(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 on it
by this Agreement;
(v) before the occurrence of an Event of Default and after the cure
or waiver of all Events of Default that may have occurred, the Trustee
shall not be bound to make any investigation into the matters stated in
any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond, or other document,
unless requested in writing so to do by Holders of Certificates
evidencing not less than 25% of the Voting Rights allocated to each Class
of Certificates;
(vi) the Trustee may execute any of the trusts or powers under this
Agreement or perform any duties under this Agreement either directly or
through affiliates, agents, or attorneys;
(vii) the Trustee shall not be required to expend its own funds or
otherwise incur any financial liability in the performance of any of its
duties under this Agreement if it has reasonable grounds for believing
that repayment of the funds or adequate indemnity against the liability
is not assured to it; and
(viii) the Trustee shall not be liable for any loss on any
investment of funds pursuant to this Agreement.
(b) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by it without the
possession of any of the Certificates, or their production at the trial or
other proceeding relating to them, and any such suit, action, or proceeding
instituted by the Trustee shall be brought in its name for the benefit of all
the Holders of the Certificates, subject to the provisions of this Agreement.
SECTION 8.03 Trustee Not Liable for Certificates or Mortgage Loans;
Indemnification of Trustee.
(a) The recitals contained in this Agreement are the statements of the
Depositor or the Servicer, as the case may be, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Agreement, the Certificates, or of any
Mortgage Loan or related document, or the sufficiency or validity of MERS or
the MERS(R) System. The Trustee shall not be accountable for the use or
application by the Depositor, the Seller, or the Servicer of any funds paid to
the Depositor, the Seller, or the Servicer on the Mortgage Loans or deposited
in or withdrawn from the Distribution Account by the Depositor, the Seller, or
the Servicer.
(b) The Trustee and each of its officers, employees, and agents shall be
indemnified by the Trust Fund against any loss, liability, or expense
(including costs, counsel fees, damages, judgements, and amounts paid in
settlement) incurred in connection with any act or omission of the Trustee,
except for any loss, liability, or expense arising due to the negligence,
willful misfeasance, or bad faith of the Trustee.
SECTION 8.04 Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the owner
or pledgee of Certificates and may transact business with the other parties
with the same rights as it would have if it were not the Trustee.
SECTION 8.05 Trustee's Compensation and Expenses.
As compensation for its services under this Agreement, the Trustee shall
be entitled to the trustee float. Trustee float for each Distribution Date is
the value of balances on deposit in the Distribution Account (which shall not
be invested) to be held by the Trustee for the period beginning on the
Servicer Remittance Date and ending on the Distribution Date. If the Servicer
fails to remit amounts that it is required to remit to the Distribution
Account under this Agreement on the Business Day before each Distribution
Date, it shall pay to the Trustee, from its own funds, an amount equal to the
trustee float for that Distribution Date, as certified in writing by the
Trustee to the Servicer and agreed to by the Servicer. Any payment under this
Agreement made by the Servicer to the Trustee, other than any amount to be
paid from the Distribution Account pursuant to this Section, shall be paid
from the Servicer's own funds, without reimbursement from the Trust Fund
therefor.
The Trustee and any director, officer, employee, or agent of the Trustee
shall be indemnified by the Servicer and held harmless against any loss,
liability, or expense resulting from the exercise of any power of attorney
granted by the Trustee in accordance with this Agreement. The indemnity shall
survive the termination of this Agreement or the resignation or removal of the
Trustee under this Agreement.
SECTION 8.06 Eligibility Requirements for Trustee.
The Trustee shall at all times be a corporation or association having its
principal office in a state and city acceptable to the Depositor and the
Servicer and organized and doing business under the laws of that state or the
United States of America, with corporate trust powers, having ratings on its
long-term debt obligations at the time of its appointment in at least the
third highest rating category by both S&P and Fitch or any lower ratings that
will not cause S&P or Fitch to lower or withdraw their then-current ratings of
the Class A Certificates, having a combined capital and surplus of at least
$50,000,000, and subject to supervision or examination by federal or state
authority. If the corporation or association publishes reports of condition at
least annually, pursuant to law or to the requirements of a supervising or
examining authority, then for the purposes of this Section the combined
capital and surplus of the corporation or association shall be its combined
capital and surplus in its most recent report of condition so published. If at
any time the Trustee ceases to be eligible in accordance with the provisions
of this Section, the Trustee shall resign in the manner and with the effect
specified in Section 8.07.
SECTION 8.07 Resignation and Removal of Trustee; Successor Trustee.
The Trustee may resign as Trustee at any time by giving written notice of
resignation to the Depositor, the Seller, and the Servicer and by mailing
notice of resignation by first class mail, postage prepaid, to the
Certificateholders at their addresses appearing on the Certificate Register,
and to the Rating Agencies, not less than 60 days before the date specified in
the notice when the resignation is to take effect. The resignation will not be
effective until after acceptance by a successor trustee meeting the
qualifications in Section 8.06. If no successor trustee has accepted
appointment within 60 days after the Trustee gives a notice of resignation,
the resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If the Trustee resigns or ceases to be eligible under Section 8.06 and
fails to resign, or if the Trustee becomes incapable of acting, or is adjudged
a bankrupt or insolvent, or a receiver of the Trustee or of its property is
appointed, or any public officer takes charge or control of the Trustee or of
its property or affairs for the purpose of rehabilitation, conservation, or
liquidation, or if the Trustee breaches any of its obligations or
representations under this Agreement, then the Depositor, with the consent of
the Servicer, shall accept the Trustee's resignation or remove the Trustee, as
the case may be, and, with the consent of the Servicer, appoint a successor
trustee that satisfies the requirements of Section 8.06 by delivering a
written instrument of appointment to a successor trustee with a copy to the
Trustee. The Trustee may also be removed at any time by the Holders of
Certificates evidencing not less than 50% of the Voting Rights evidenced by
the Certificates. Notice of any removal of the Trustee and acceptance of
appointment by the successor trustee shall be given to the Rating Agencies by
the Servicer.
Any successor trustee shall execute, acknowledge, and deliver to the
Depositor and the Servicer, with a copy to its predecessor trustee, an
instrument accepting the appointment under this Agreement. The resignation or
removal of the predecessor trustee shall become effective on receipt of the
successor's acceptance, and the successor trustee, without any further act,
deed, or conveyance, shall become fully vested with all the rights and
obligations of its predecessor under this Agreement, with like effect as if
originally named as trustee in this Agreement. The Depositor and the
predecessor trustee shall execute and deliver any instruments and do anything
else reasonably required to more fully and certainly vest in the successor
trustee all the rights and obligations under this Agreement.
No successor trustee may accept appointment unless at the time of its
acceptance it is eligible under Section 8.06 and its acceptance would not
adversely affect the then current rating of the Certificates.
On acceptance of appointment by a successor trustee under this Section,
the Servicer shall mail notice of the succession of the trustee to all Holders
of Certificates at their addresses as shown in the Certificate Register. If
the Servicer fails to mail the notice within ten days after acceptance of
appointment by the successor trustee, the successor trustee shall cause the
notice to be mailed at the expense of the Servicer.
SECTION 8.08 Merger or Consolidation of Trustee.
Any person into which the Trustee may be merged or converted or with
which it may be consolidated or any person resulting from any merger,
conversion, or consolidation to which the Trustee shall be a party, or any
person succeeding to the business of the Trustee, shall automatically be the
successor of the Trustee under this Agreement (if the person is eligible under
Section 8.06) without the execution or filing of any paper or further act on
the part of any of the parties to this Agreement, anything in this Agreement
to the contrary notwithstanding.
SECTION 8.09 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 Fund or property securing any Mortgage Note may at the time
be located, the Servicer and the Trustee acting jointly shall execute and
deliver any needed instruments to appoint one or more persons approved by the
Trustee to act as co-trustees jointly with the Trustee, or as separate
trustees, of any part of the Trust Fund, and to vest in them, in that capacity
and for the benefit of the applicable Certificateholders, such title to any
part of the Trust Fund and any rights and obligations the Servicer and the
Trustee consider appropriate. If the Servicer has not joined in the
appointment within fifteen days after it receives a request to do so, or if an
Event of Default has occurred is continuing, the Trustee alone shall make the
appointment. No co-trustee or separate trustee under this Agreement shall be
required to be eligible 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.
Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following conditions:
(a) all rights and obligations conferred or imposed on the Trustee shall
be conferred or imposed on and performed by the Trustee and the separate
trustee or co-trustee jointly (the separate trustee or co-trustee is not
authorized to act separately without the Trustee joining in the act), except
to the extent that under any law of any jurisdiction in which any particular
act is to be performed by the Trustee (whether as Trustee under this Agreement
or as successor to the Servicer), the Trustee is incompetent or unqualified to
perform the act, in which event the rights and obligations (including the
holding of title to any part of the Trust Fund in the jurisdiction) shall be
exercised and performed singly by the separate trustee or co-trustee, but
solely at the direction of the Trustee;
(b) no trustee under this Agreement shall be held personally liable for
any act or omission of any other trustee under this Agreement; and
(c) the Servicer and the Trustee acting jointly may at any time accept
the resignation of or remove any separate trustee or co-trustee.
Any notice, request, or other writing given to the Trustee shall be
considered 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. Each separate trustee and co-trustee, on
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 the instrument shall be filed with the
Trustee and a copy of it given to the Servicer and the Depositor.
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 this Agreement on its
behalf and in its name. If any separate trustee or co-trustee dies, becomes
incapable of acting, resigns, or is removed, all of its estates, properties,
rights and obligations 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 8.10 Office of the Trustee.
The office of the Trustee for purposes of receipt of notices and demands
is the Corporate Trust Office.
SECTION 8.11 Tax Returns, 1934 Act Reporting, Other Data.
(a) On request the Servicer will furnish the Trustee with any information
in the possession of the Servicer reasonably required for the Trustee to
prepare all tax and information returns of the Trust Fund, and the Trustee
shall sign the returns. The Servicer shall indemnify the Trustee for all
reasonable costs, including legal fees, related to errors in the tax returns
due to errors in information provided by the Servicer.
(b) Based on and to the extent of information furnished to it by the
Servicer or the Depositor (in electronic format acceptable to the Trustee),
the Trustee will prepare and file with the Securities and Exchange Commission
all required Forms 8-K and 10-K (including EDGAR filings) for the Trust Fund
on behalf of the Depositor, the monthly reports, and any other reports
provided to it by the Depositor or the Servicer in acceptable electronic
format. The Trustee shall have no responsibility to file any items other than
those specified in this Subsection. The Trustee shall file a Form 15 delisting
the transaction one year after the Closing Date. Manually signed copies of
each report shall be delivered to the Depositor and the Seller, or anyone else
designated in writing by the Depositor.
(c) To the extent that it has received the information in electronic
format, the Trustee will provide any information to Bloomberg, Trepp, LLC, and
Intex Solutions, that is necessary to have information about the Certificates,
the Mortgage Loans, and the transaction posted on Bloomberg, Trepp, LLC, and
Intex Solutions and the Trustee will provide Bloomberg, Trepp, LLC, and Intex
Solutions with any information (including information about the Mortgage
Loans) needed for Bloomberg, Trepp, LLC, and Intex Solutions to update
information about the Certificates, the Mortgage Loans, and the transaction on
their systems.
ARTICLE IX
TERMINATION
SECTION 9.01 Termination upon Liquidation or Repurchase of all Mortgage
Loans.
The obligations of the Servicer, the Seller, the Depositor, and the
Trustee created by this Agreement with respect to the Trust Fund shall
terminate on the earlier of:
(a) March 16, 2015;
(b) the purchase by the Holders of a Percentage Interest equal to more
than 50% in the Class R-I and Class R-II Certificates at their election, of
all Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund, which purchase right they may exercise as of any
Distribution Date from the date on which the aggregate Principal Balance of
the Mortgage Loans at the time of the repurchase is less than or equal to 15%
of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off
Date, with the prior written consent of the Seller evidenced by an Officer's
Certificate of a Senior Vice President or higher member of the Corporate
Investment Group of Bank One Corporation; and
(c) the later of (i) twelve months after the maturity of the last
Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund and the disposition of all REO Property, and (iii) the distribution to
Certificateholders of all amounts required to be distributed to them pursuant
to this Agreement.
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 Mr. Joseph
P. Kennedy, former Ambassador of the United States to Great Britain, living on
the date of execution of this Agreement.
The mortgage loan purchase price for any optional termination of the
Trust Fund pursuant to Section 9.01(a) shall be equal to the aggregate
Principal Balance of the Mortgage Loans as of the date of repurchase, together
with accrued interest on them from the date to which interest was paid or
advanced through the last day of the month of the repurchase, plus any sums on
account of the Mortgage Loan that have been advanced by the Servicer and are
reimbursable to the Servicer under this Agreement (including the Principal
Balance of each Mortgage Loan that was secured by any REO Property). The
Trustee shall give notice to the Rating Agencies of the election to purchase
the Mortgage Loans pursuant to this Section 9.01(a) and of the date of
optional termination.
SECTION 9.02 Procedure Upon Optional or Other Final Termination.
(a) Whenever any optional termination pursuant to Section 9.01(a) is to
occur, the Servicer shall, at least twenty days before the date notice is to
be mailed to the affected Certificateholders, notify the Trustee of the date
of optional termination pursuant to Section 9.01(a) and of the applicable
purchase price of the Mortgage Loans to be purchased.
(b) Any purchase of the Mortgage Loans by a Holder of Class R-I and Class
R-II Certificates shall be made by deposit of the applicable purchase price
into the Distribution Account before the Distribution Date on which the
purchase is effected. On receipt by the Trustee of an Officers' Certificate of
the Servicer certifying as to the deposit of the purchase price into the
Distribution Account, the Servicer shall prepare and the Trustee and each
co-trustee and separate trustee then acting under this Agreement, shall, on
request and at the expense of the Holder, execute and deliver any instruments
of transfer or assignment, in each case without recourse, necessary to vest
title in the Holder in the Mortgage Loans so purchased, and shall transfer or
deliver to the Holder the repurchased Mortgage Loans. Any distributions on the
Mortgage Loans received by the Trustee after (or for any period after) the
date of optional termination shall be promptly remitted by it to the Holder.
(c) Notice of the Distribution Date on which the Servicer anticipates
that the final distribution will be made (whether upon optional termination or
otherwise) shall be given promptly by the Servicer to the Trustee and by the
Trustee by first class mail to Holders of the affected Certificates. The
notice shall be mailed no earlier than the 15th day and not later than the
10th day preceding the date of optional termination pursuant to Section
9.01(a) or date of final distribution, as the case may be. The notice shall
specify (i) the Distribution Date on which final distribution on the affected
Certificates will be made on presentation and surrender of the Certificates at
the office or agency designated in the notice, (ii) the amount of the final
distribution, and (iii) that the Record Date otherwise applicable to the
Distribution Date is not applicable, the distribution being made only on
presentation and surrender of the Certificates at the office or agency
maintained for the purpose (the address of which shall be in the notice).
(d) If any Certificateholders do not surrender Certificates for
cancellation within six months after the date specified in the above mentioned
written notice, the Trustee shall give a second written notice to the
remaining the Certificateholders to surrender their Certificates for
cancellation and receive the final distribution on them. If within six months
after the second notice all the Certificates have not been surrendered for
cancellation, the Trustee may take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost of
that shall be paid out of the funds and other assets that remain subject to
the Trust Fund.
SECTION 9.03 Additional Termination Requirements.
(a) If a Holder of Class R-I and Class R-II Certificates exercises its
purchase option pursuant to Section 9.01, each Trust REMIC shall be terminated
in accordance with the following additional requirements, unless the Trustee
has received an Opinion of Counsel (at the expense of the Holder) to the
effect that the failure of the Trust REMICs to comply with the requirements of
this Section will not (i) result in the imposition of taxes on a "prohibited
transaction" of the Trust REMICs, as described in Section 860F of the Code, or
(ii) cause the Trust REMICs to fail to qualify as a REMIC at any time that any
Certificates are outstanding:
(A) within 90 days before the final Distribution Date in the notice
given by the Servicer under Section 9.02(c), the Holder of the applicable
Class R-I and Class R-II Certificates shall adopt a plan of complete
liquidation of the Trust REMICs and specify the first day of the
applicable 90-day liquidation period in a statement attached to the Trust
Fund's final tax return pursuant to Treasury regulations Section
1.860F-1, and satisfy (or cause to be satisfied) all of the requirements
of a qualified liquidation under the REMIC Provisions; and
(B) from the time of adoption of any such plan of complete
liquidation for the Trust REMICs by the final Distribution Date, the
Trustee shall sell all of the assets of the Trust Fund to the Holder of
Class R-I and Class R-II Certificates exercising its purchase option for
cash. If a calendar quarter ends after the time of adoption of the plan
of complete liquidation but before the final Distribution Date, the
Trustee shall not sell any of the assets of the Trust Fund before the
close of that calendar quarter.
(b) By its acceptance of a Class R-I and Class R-II Certificate, their
Holders hereby agree to adopt a plan of complete liquidation and to take any
other action reasonably required to liquidate and otherwise terminate the
Trust REMICs.
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01 Amendment.
(a) This Agreement may be amended from time to time by the Depositor, the
Servicer, the Seller, and the Trustee without the consent of any of the
Certificateholders,
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions in this Agreement that
may be inconsistent with any other provisions in this Agreement,
(iii) to modify, eliminate, or add to any of its provisions to the
extent appropriate to maintain the qualification of the Trust REMICs as
REMICs at all times that any Certificate is outstanding or to avoid or
minimize the risk of the imposition of any tax on the Trust Fund pursuant
to the Code that would be a claim against the Trust Fund, if the Trustee
has received an Opinion of Counsel (at the expense of the party
requesting the amendment) to the effect that (A) the action is
appropriate to maintain the qualification or to avoid or minimize the
risk of the imposition of any such tax and (B) the action will not
adversely affect the status of the Trust REMICs as REMICs or adversely
affect in any material respect the interests of any Certificateholder,
(iv) to make any other provisions with respect to matters arising
under this Agreement that are not materially inconsistent with the
provisions of this Agreement, so long as the action does not adversely
affect in any material respect the interests of any Certificateholder or
cause an Adverse REMIC Event, or
(v) to add appropriate restrictions and legends to any of the Class
A Certificates that are no longer registered under the 1933 Act.
(b) This Agreement may be amended from time to time by the Depositor, the
Servicer, the Seller, and the Trustee with the consent of the Holders of
Certificates evidencing, in the aggregate, not less than 66-2/3% of the Voting
Rights of all the Certificates 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 the Certificates;
except that no the amendment may
(i) reduce in any manner the amount of, delay the timing of, or
change the manner in which payments received on Mortgage Loans are
required to be distributed on any Certificate without the consent of the
Holder of the Certificate,
(ii) adversely affect in any material respect the interests of the
Holders of a Class of Certificates in a manner other than as set forth in
(i) above without the consent of the Holders of Certificates evidencing
not less than 66-2/3% of the Voting Rights of the Class,
(iii) reduce the aforesaid percentages of Voting Rights, the holders
of which are required to consent to any amendment without the consent of
100% of the Holders of Certificates of the Class affected thereby,
(iv) change the percentage of the Principal Balance of the Mortgage
Loans specified in Section 9.01(a) relating to optional termination of
the Trust Fund without the consent of 100% of the Holders of
Certificates,
(v) modify this Section without the consent of 100% of the Holders
of Certificates, or
(vi) terminate this Agreement or the Trust Fund created under this
Agreement other than as provided in Article IX without the consent of
100% of the Holders of Certificates.
The consent of Certificateholders under this Section need not approve the
particular form of any proposed amendment, but shall be sufficient if it
approves the substance of the amendment. The manner of obtaining the consents
and of evidencing the authorization of their execution by Certificateholders
shall be subject to reasonable regulations prescribed by the Trustee.
(c) Promptly after the execution of any amendment to this Agreement, the
Trustee shall furnish written notification of the substance of the amendment
to each Certificateholder and the Rating Agencies.
(d) Before the execution of any amendment to this Agreement, the Trustee
shall receive an Opinion of Counsel (at the expense of the party seeking the
amendment) that the amendment is authorized by and permitted under this
Agreement and that it will not cause an Adverse REMIC Event.
SECTION 10.02 Recordation of Agreement; Counterparts.
(a) 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 of the Mortgaged Properties are situated, and in
any other appropriate public recording office or elsewhere. The recordation
shall be effected by the Servicer at its expense on direction of the Trustee,
but only on direction of the Trustee accompanied by an Opinion of Counsel (at
the expense of the Trust Fund) to the effect that the recordation materially
and beneficially affects the interests of the Certificateholders of the Trust
Fund.
(b) To facilitate the recordation of this Agreement and for other
purposes, this Agreement may be executed in any number of counterparts, each
of which shall be an original, and all the counterparts shall constitute but
one instrument.
SECTION 10.03 Governing Law.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO
BE PERFORMED IN THE STATE OF NEW YORK.
SECTION 10.04 Intention of Parties.
(a) The Depositor, the Seller, the Servicer, and the Trustee intend that
the transfer by the Seller to the Depositor pursuant to the Mortgage Loan
Purchase Agreement and the transfer by the Depositor to the Trustee and by the
Seller to the Trustee (as provided for in Section 2.01) of each of the
Seller's and Depositor's interest in the Mortgage Loans be an absolute sale
and assignment by the Seller to the Depositor and by the Depositor to the
Trustee of the Mortgage Loans for the benefit of the Certificateholders.
Further, it is not intended that either transfer be the grant of a security
interest in the Mortgage Loans by the Seller to the Depositor or by the
Depositor to the Trustee to secure a debt or other obligation. However, if the
Mortgage Loans are held to be property of the Seller or the Depositor, or if
for any reason the Mortgage Loan Purchase Agreement or this Agreement is not
considered to be an absolute sale of the Mortgage Loans, then
(i) this Agreement shall be a security agreement within the meaning
of Articles 8 and 9 of the New York Uniform Commercial Code and the
Uniform Commercial Code of any other applicable jurisdiction;
(ii) the transfers provided for in Section 2.01 shall be a grant by
the Seller and the Depositor to the Trustee on behalf of the
Certificateholders, to secure payment in full of the Secured Obligations,
of a security interest in all of the Seller's and the Depositor's
interests, whether now owned or hereafter acquired, in the Mortgage
Loans, including the Mortgage Notes, the Mortgages, any related insurance
policies and all other documents in the related Mortgage Files, and all
accounts, general intangibles, chattel paper, instruments, documents,
money, deposit accounts, certificates of deposit, goods, letters of
credit, advices of credit, and investment property consisting of the
Trust Fund, relating to (A) the Mortgage Loans, including with respect to
each Mortgage Loan, the Mortgage Note and related Mortgage, and all other
documents in the related Mortgage Files, and including any Replacement
Mortgage Loans; (B) pool insurance policies, hazard insurance policies,
and any bankruptcy bond relating to the foregoing, if applicable; (C) the
Distribution Account; (D) the Collection Account; (E) all amounts payable
after the Cut-off Date to the holders of the Mortgage Loans in accordance
with their terms; (F) all income, payments, proceeds, and products of the
conversion, voluntary or involuntary, of the foregoing into cash,
instruments, securities, or other property, including all amounts from
time to time held or invested in the Distribution Account, whether in the
form of cash, instruments, securities, or other property; and (G) all
cash and non-cash proceeds of any of the foregoing;
(iii) the possession or control by the Trustee or any other agent of
the Trustee of Mortgage Notes or any other items of property that
constitute instruments, money, documents, advices of credit, letters of
credit, goods, certificated securities, or chattel paper shall be
considered to be possession or control by the secured party, or
possession or control by a purchaser, for purposes of perfecting the
security interest pursuant to the Uniform Commercial Code (including
Sections 9-305 or 9-115); and
(iv) notifications to persons holding the property, and
acknowledgments, receipts, or confirmations from persons holding the
property, shall be considered notifications to, or acknowledgments,
receipts, or confirmations from, securities intermediaries, bailees or
agents of, or persons holding for, the Trustee, as applicable, for the
purpose of perfecting the security interest under applicable law.
"Secured Obligations" means (i) the rights of each Certificateholder to
be paid any amount owed to it under this Agreement, (ii) all other obligations
of the Seller and the Depositor under this Agreement and the Mortgage Loan
Purchase Agreement, and (iii) the right of the Certificateholders to the
Mortgage Loans.
(b) The Seller and the Depositor, and, at the Depositor's direction, the
Servicer and the Trustee, shall, to the extent consistent with this Agreement,
take any reasonable actions necessary to ensure that, if this Agreement were
considered to create a security interest in the Mortgage Loans and the other
Trust Fund property described above, the security interest would be considered
to be a perfected first priority security interest. The Seller shall file, at
its expense, all filings necessary to maintain the effectiveness of any
original filings necessary under the Uniform Commercial Code as in effect in
any jurisdiction to perfect the Trustee's security interest in or lien on the
Mortgage Loans, including continuation statements, any other statements
occasioned by any transfer of any interest of the Seller or the Depositor in
any Mortgage Loan, and filings necessary as a result of any change in the UCC.
SECTION 10.05 Notices.
In addition to other notices provided under this Agreement, the Trustee
shall notify the Rating Agencies in writing:
o of any substitution of any Mortgage Loan;
o of the final payment of any amounts owing to a Class of Certificates;
o any Event of Default under this Agreement; and
o if any Mortgage Loan is repurchased in accordance with this Agreement.
All communications under this Agreement shall be in writing (except where
also required to be given telephonically) and shall be considered to have been
duly given when received at
in the case of the Depositor:
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue
New York, New York 10010
Attention: President
in the case of the Trustee:
LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, IL 60603
Attention: Asset-Backed Securities Trust Services Group -
[Bank One 2000-1]
in the case of the Seller and either Servicer:
Bank One, National Association
One Bank One Plaza, 11th Floor
Mail Code IL 1-0287
Chicago, Illinois 60670-0287
Attention: Molly Carpenter
with a copy to
Bank One Capital Corporation
55 West Monroe, 18th Floor
Mail Code IL1-0616
Chicago, Illinois 60670
Attention: Eric M. Hillenbrand
in the case of the Servicers:
HomeSide Lending, Inc.
7301 Baymeadows Way
Jacksonville, Florida 32256
Attention: Tom Hajda
and
Bank One Mortgage Company
10300 Kincaid Drive
Fishers, Indiana 46038-9543
Attention: Greg Quick
with a copy to
Bank One Mortgage Company
Law Department
Mail Code IN1-0199
111 Monument Circle, 19th Floor
Indianapolis, Indiana 46277
Attention: Thomas Tate
in the case of the Rating Agencies:
Standard and Poor's
55 Water Street
New York, NY 10041
Attention: MBS/ABS Surveillance Dept.
and
Fitch-IBCA
One State Street Plaza
New York, NY 10004
Attention: MBS/ABS Surveillance Dept.
Notices given by telecopy shall be considered received when the notice is
confirmed by telephone. Notices of default are required to be given by
registered mail. Notices to Certificateholders shall be considered given when
mailed, first class postage prepaid. A party may change its notice address at
any time by notice to each of the other parties.
SECTION 10.06 Severability of Provisions.
If any provision of this Agreement is invalid, the validity or
enforceability of the other provisions of this Agreement shall not be affected
in any way.
SECTION 10.07 Merger and Integration.
Except as specifically stated otherwise in this Agreement, this Agreement
contains the entire understanding of the parties relating to its subject
matter, and all prior understandings, written or oral, are superseded by this
Agreement.
SECTION 10.08 Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle the
Certificateholder's legal representative or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a petition or
winding up of the Trust Fund, or otherwise affect the rights and obligations
of the parties.
No Certificateholder shall have any right to vote on (except as provided
in this Agreement) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties to this
Agreement, nor shall anything in this Agreement or in the Certificates be
construed so as to constitute the Certificateholders as partners or members of
an association; nor shall any Certificateholder be liable to any third party
for any action taken by the parties to this Agreement.
No Certificateholder shall have any right under this Agreement to
institute any suit, action, or proceeding in equity or at law with respect to
this Agreement, unless the Holder previously has given to the Trustee a
written notice of an Event of Default and of its continuance, as provided in
this Agreement, and unless the Holders of Certificates evidencing not less
than 25% of the Voting Rights evidenced by the Certificates have requested the
Trustee in writing to institute the action, suit, or proceeding in its own
name as Trustee and offered to the Trustee any reasonable indemnity it
requires against the costs and liabilities of the action, and the Trustee, for
60 days after its receipt of the notice, request, and offer of indemnity, has
not instituted an action, suit, or proceeding. Each Certificateholder, by its
acceptance of its Certificate, agrees that no one or more Holders of
Certificates shall have any right in any manner whatever under this Agreement
to affect the rights of the Holders of any other Certificates, or to obtain or
seek to obtain priority over or preference to any other the Holder, or to
enforce any right under this Agreement, except in the manner provided in this
Agreement and for the common benefit of all Certificateholders. For the
protection and enforcement of this Section, each Certificateholder and the
Trustee shall be entitled to any appropriate relief at law or in equity.
SECTION 10.09 Certificates Nonassessable and Fully Paid.
The Certificateholders are not personally liable for obligations of the
Trust Fund, the interests in the Trust Fund represented by the Certificates
are nonassessable, and each Certificate, on its due authentication by the
Trustee, is fully paid.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Depositor
By: ________________________
Name: Kari A. Skilbred
Title: Director
BANK ONE, NATIONAL ASSOCIATION
Seller and Servicer
By: ________________________
Name:
Title: Vice President
HOMESIDE LENDING, INC.
Servicer
By: ________________________
Name:
Title:
LASALLE BANK NATIONAL ASSOCIATION
not in its individual capacity,
but solely as Trustee
By: ________________________
Name:
Title:
<PAGE>
STATE OF ILLINOIS )
: ss.:
COUNTY OF ____________ )
On this ___ th day of March, 2000, before me, personally appeared
_______________, known to me to be a Vice President of Bank One, National
Association, the national association that executed the within instrument, and
also known to me to be the person who executed it on behalf of said national
association, and acknowledged to me that the national association 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
[NOTARIAL SEAL]
<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the____ th day of March, 2000, before me, personally appeared Kari A.
Skilbred, known to me to be a Vice President of Credit Suisse First Boston
Mortgage Securities Corp., one of the corporations 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 the 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
[NOTARIAL SEAL]
<PAGE>
STATE OF _______________ )
: ss.:
COUNTY OF ___________ )
On the____ th day of March, 2000, before me, a Notary Public in and for
said State, personally appeared ____________________, known to me to be a the
_________________ of LaSalle Bank National Association, a nationally chartered
bank, that executed the within instrument and also known to me to be the
person who executed it on behalf of said bank, and acknowledged to me that the
bank 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
[NOTARIAL SEAL]
<PAGE>
EXHIBIT A-1
FORM OF CLASS A CERTIFICATE
Solely for U.S. federal income tax purposes, this Certificate is a "regular
interest" in a "real estate mortgage investment conduit" as those terms are
defined in Sections 860g and 860d of the Internal Revenue Code of 1986 (the
"Code"), respectively.
This Certificate does not represent an interest in or obligation of Credit
Suisse First Boston Mortgage Securities Corp., Bank One National Association
or the Trustee referred to below, or of any of their affiliates. This
Certificate is not guaranteed or insured by any government agency or
instrumentality.
Unless this Certificate is presented by an authorized representative of the
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. Or in any other name requested
by an authorized representative of DTC (and any payment is made to Cede & Co.
or to any other entity requested by an authorized representative of DTC), any
transfer, pledge, or other use of this Certificate for value or otherwise by
or to any person is wrongful since the registered owner of this Certificate,
Cede & Co., has an interest in this Certificate.
The following information is provided solely for the purposes of applying the
U.S. federal income tax original issue discount ("OID") rules to this
Certificate. The issue date of this Certificate is March 30, 2000. Assuming
that the Mortgage Loans prepay at ___% CPR (as described in the Prospectus
Supplement), this Certificate has been issued with no more than $___ of OID
per $1,000 of initial notional amount, the yield to maturity is ___% and the
amount of OID attributable to the initial accrual period is no more than $0.__
per $1,000 of initial notional amount, computed using the approximate method.
No representation is made that the Mortgage Loans will prepay at a rate based
on the prepayment assumption or at any other rate.
<PAGE>
BANK ONE MORTGAGE-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS [ A ]
Evidencing an undivided interest in a Trust Fund whose assets consist of a
pool of fixed-rate mortgage loans secured by first liens on one- to
four-family residential real properties and certain other property held in
trust transferred by
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
<TABLE>
<S> <C> <C>
CUSIP _______________ $_______________ INITIAL AGGREGATE CLASS [ A ]
CERTIFICATE
PRINCIPAL BALANCE
Certificate No. [ Class A ] $_______________ INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE
First Distribution Date: Scheduled Final Distribution Date:
April 17, 2000 March 16, 2015
</TABLE>
THIS CERTIFIES THAT CEDE & CO. is the registered owner of a beneficial
interest in the Trust Fund referred to below consisting of a pool of
fixed-rate mortgage loans secured by first liens on one- to four-family
residential real properties (the "Mortgage Loans") and certain other property
held in trust transferred to the Trust Fund by Credit Suisse First Boston
Mortgage Securities Corp. (the "Depositor"), and certain related property. The
Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated
as of March 1, 2000 (the "Agreement"), among the Depositor, LaSalle Bank
National Association, as Trustee (the "Trustee", which term includes any
successor entity under the Agreement), HomeSide Lending, Inc., as servicer
(the "Servicer"), and Bank One, National Association, as seller and servicer
(the "Seller"), a summary of certain of the pertinent provisions of which is
set forth herein. This Certificate is issued under and is subject to the
Agreement, to the Holder of this Certificate by accepting this Certificate
assents and by which the Holder is bound.
This Certificate is one of a duly authorized issue of certificates by
Credit Suisse First Boston Mortgage Securities Corp. designated as the Bank
One Mortgage-Backed Pass-Through Certificates, Series 2000-1 (the
"Certificates"), which is comprised of the following fifteen Classes: Class
1A, Class 2A, Class 3A, Class 4A, Class 5A, Class 6A, Class 7AX, Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class R-I, and Class
R-II. The Agreement establishes the respective rights of the Depositor and the
Trustee and the Holders of the Certificates under it and the terms on which
the Certificates are authenticated and delivered. This Certificate represents
an interest in the Trust Fund, which consists of, among other things, (i) the
Mortgage Loans and all distributions payable on them after the Cut-off Date,
net of certain amounts in accordance with the Agreement, (ii) REO Property,
(iii) the Collection Account and the Distribution Account and all amounts
deposited in them pursuant to the Agreement, net of any investment earnings on
them, (iv) the interest of the Trust Fund in any insurance policies with
respect to the Mortgage Loans, (v) the rights of the Depositor assigned to the
Trustee pursuant to Section 2.01 of the Agreement, and (vi) all proceeds of
the conversion, voluntary or involuntary, of any of the foregoing into cash or
other liquid property.
This Class [ A ] Certificate represents a Percentage Interest equal to the
Initial Certificate Principal Balance of this Certificate divided by the
Initial Aggregate Certificate Principal Balance of the Class [ A ]
Certificates, both as set forth above.
The Trustee shall distribute from the Distribution Account, to the extent
of available funds, on the 15th day of each month (each, a "Distribution
Date"), or if that day is not a Business Day, the next Business Day, to the
person in whose name this Certificate is registered at the close of business
on the last Business Day of the month preceding the month of the distribution
(each, a "Record Date"), from the Available Distribution Amount in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount of interest and principal required to be distributed to the
Class of Certificates to which this Certificate belongs on the Distribution
Date.
Not later than each Distribution Date, the Trustee will send to each
Certificateholder a statement containing information relating to the Mortgage
Loans and payments made to Certificateholders.
(a) The Agreement permits, with certain exceptions, its amendment and
the modification of the rights and obligations of the Depositor, the
Seller, the Servicer, and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller, and the Trustee with the consent of the Holders of
Certificates evidencing Voting Rights aggregating not less than 66-2/3%
of the Voting Rights of all the Certificates; except that no the
amendment may
(i) reduce in any manner the amount of, delay the timing of, or
change the manner in which payments received on Mortgage Loans are
required to be distributed on any Certificate without the consent of the
Holder of the Certificate,
(ii) adversely affect in any material respect the interests of the
Holders of a Class of Certificates in a manner other than as set forth in
(i) above without the consent of the Holders of Certificates evidencing
not less than 66-2/3% of the Voting Rights of the Class,
(iii) reduce the aforesaid percentages of Voting Rights, the holders
of which are required to consent to any amendment without the consent of
100% of the Holders of Certificates of the Class affected thereby,
(iv) change the percentage of the Principal Balance of the Mortgage
Loans specified in Section 9.01(a) relating to optional termination of
the Trust Fund without the consent of 100% of the Holders of
Certificates,
(v) modify these provisions without the consent of 100% of the
Holders of Certificates, or
(vi) terminate the Agreement or the Trust Fund created under the
Agreement other than as provided in Article IX of the Agreement without
the consent of 100% of the Holders of Certificates.
Any consent by the Holder of this Certificate shall be conclusive and
binding on the Holder and on all future Holders of this Certificate and of any
Certificate issued on the transfer of or in exchange for or in lieu of this
Certificate whether or not notation of the consent is made on this
Certificate. The Agreement also permits the Depositor, the Servicer, the
Seller, and the Trustee to amend the Agreement in certain ways without the
consent of Holders of the Certificates. At any time that any Class of
Certificates are outstanding, 99% of all Voting Rights will be allocated to
the Holders of the Certificates (other than the Class R Certificates), in
proportion to their then outstanding Certificate Principal Balances and 0.5%
of all Voting Rights will be allocated to the Holders of the Class R-I
Certificates and 0.5% of all Voting Rights will be allocated to the Holders of
the Class R-II Certificates.
As provided in the Agreement and subject to the limitations stated in the
Agreement, the transfer of this Certificate is registrable on the Certificate
Register upon surrender of this Certificate for registration of transfer at
the office or agency of the Trustee designated for that purpose, duly endorsed
by, or accompanied by a written instrument of transfer in a form satisfactory
to the Trustee duly executed by the Holder of this Certificate or the Holder's
attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class and of authorized denominations, and for the
same aggregate interest in the Trust Fund will be issued to the designated
transferees.
The Class [ A ] Certificates will be issued in fully registered form in
minimum denominations of $1,000 Certificate Principal Balance and in integral
multiples of $1 in excess of that amount. As provided in the Agreement and
subject to the limitations stated in the Agreement, this Certificate is
exchangeable for one or more new Certificates of the same Class and of
authorized denominations evidencing a like aggregate Certificate Principal
Balance, as requested by the Holder surrendering the same.
The Certificateholders shall not incur a service charge for any
registration of transfer or exchange of Certificates, but may be required to
pay the amount of any tax or governmental charge imposed on any transfer or
exchange of Certificates. The Trustee and any agent of the Trustee may treat
the person in whose name this Certificate is registered as the owner of this
Certificate for all purposes, and neither the Trustee nor any of its agents
shall be affected by notice to the contrary.
The obligations of the Servicer, the Seller, the Depositor, and the
Trustee created by the Agreement with respect to the Trust Fund shall
terminate on the earlier of:
(i) March 16, 2015;
(ii) the purchase by the Holders of a Percentage Interest equal to
more than 50% in the Class R-I and Class R-II Certificates at their
election, of all Mortgage Loans and all property acquired in respect of
any Mortgage Loan remaining in the Trust Fund, which purchase right they
may exercise as of any Distribution Date from the date on which the
aggregate Principal Balance of the Mortgage Loans at the time of the
repurchase is less than or equal to 15% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, with the prior
written consent of the Seller evidenced by an Officer's Certificate of a
Senior Vice President or higher member of the Corporate Investment Group
of Bank One Corporation; and
(iii) the later of (a) twelve months after the maturity of the last
Mortgage Loan remaining in the Trust Fund, (b) the liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund and the disposition of all REO Property, and (c) the
distribution to Certificateholders of all amounts required to be
distributed to them pursuant to the Agreement.
Any term used in this Certificate that is defined in the Agreement has
the meaning given to it in the Agreement, and nothing in this Certificate
shall be deemed inconsistent with that meaning. If this Certificate is
inconsistent with the Agreement, the Agreement shall control.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The recitals contained in this Certificate shall be taken as statements
of the Depositor and not of the Trustee. The Trustee assumes no responsibility
for the correctness of the statements contained in this Certificate and makes
no representation as to the validity or sufficiency of the Agreement, this
Certificate, any Mortgage Loan or any related document.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its corporate seal.
LASALLE BANK NATIONAL ASSOCIATION
solely as Trustee and not individually
By: ______________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
Date: ____________________
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By: _________________________
Authorized Officer
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
- ------------------------------------------------------------
- ------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code, or
assignee) the undivided interest in the Trust Fund evidenced by the within
Certificate and hereby authorize(s) the transfer of registration of the
interest to the assignee on the Certificate Register.
I (we) further direct the Trustee to issue a new Certificate of the same
Class and of a like Initial Certificate Principal Balance and undivided
interest in the Trust Fund to the above-named assignee and to deliver the
Certificate to the following address:
- ------------------------------------------------------------
- ------------------------------------------------------------
Dated: ____________________
<TABLE>
<S> <C>
- ---------------------------------------- -----------------------------------------------------
Social Security or other Tax Signature by or on behalf of assignor (signature
Identification No. of Assignee must be signed as registered)
-----------------------------------------------------
Signature Guaranteed
</TABLE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for the information of the
Servicer:
Distribution shall be made by check mailed to
_____________________________________________________________________________
__________, or if the Trustee shall have received appropriate wiring
instructions in accordance with the Agreement, by wire transfer in immediately
available funds to ________________________________________ the account of,
account number _________________________. This information is provided by the
assignee named above, or its agent.
<PAGE>
EXHIBIT A-2
FORM OF CLASS 7AX CERTIFICATE
Solely for U.S. federal income tax purposes, this Certificate is a "regular
interest" in a "real estate mortgage investment conduit" as those terms are
defined in Sections 860g and 860d of the Internal Revenue Code of 1986 (the
"Code"), respectively.
This Certificate does not represent an interest in or obligation of Credit
Suisse First Boston Mortgage Securities Corp., Bank One National Association
or the Trustee referred to below, or of any of their affiliates. This
Certificate is not guaranteed or insured by any government agency or
instrumentality.
Unless this Certificate is presented by an authorized representative of the
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. Or in any other name requested
by an authorized representative of DTC (and any payment is made to Cede & Co.
or to any other entity requested by an authorized representative of DTC), any
transfer, pledge, or other use of this Certificate for value or otherwise by
or to any person is wrongful since the registered owner of this Certificate,
Cede & Co., has an interest in this Certificate.
The following information is provided solely for the purposes of applying the
U.S. federal income tax original issue discount ("OID") rules to this
Certificate. The issue date of this Certificate is March 30, 2000. Assuming
that the Mortgage Loans prepay at ___% CPR (as described in the Prospectus
Supplement), this Certificate has been issued with no more than $___ of OID
per $1,000 of initial notional amount, the yield to maturity is ___% and the
amount of OID attributable to the initial accrual period is no more than $0.__
per $1,000 of initial notional amount, computed using the approximate method.
No representation is made that the Mortgage Loans will prepay at a rate based
on the prepayment assumption or at any other rate.
<PAGE>
BANK ONE MORTGAGE-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS [ 7AX ]
Evidencing an undivided interest in a Trust Fund whose assets consist of a
pool of fixed-rate mortgage loans secured by first liens on one- to
four-family residential real properties and certain other property held in
trust transferred by
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
<TABLE>
<S> <C> <C>
CUSIP _______________ $_______________ INITIAL AGGREGATE CLASS [ 7AX ]
CERTIFICATE
PRINCIPAL BALANCE
Certificate No. [ Class 7AX ] $_______________ INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE
First Distribution Date: Scheduled Final Distribution Date:
April 17, 2000 March 16, 2015
</TABLE>
THIS CERTIFIES THAT CEDE & CO. is the registered owner of a beneficial
interest in the Trust Fund referred to below consisting of a pool of
fixed-rate mortgage loans secured by first liens on one- to four-family
residential real properties (the "Mortgage Loans") and certain other property
held in trust transferred to the Trust Fund by Credit Suisse First Boston
Mortgage Securities Corp. (the "Depositor"), and certain related property. The
Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated
as of March 1, 2000 (the "Agreement"), among the Depositor, LaSalle Bank
National Association, as Trustee (the "Trustee", which term includes any
successor entity under the Agreement), HomeSide Lending, Inc., as servicer
(the "Servicer"), and Bank One, National Association, as seller and servicer
(the "Seller"), a summary of certain of the pertinent provisions of which is
set forth herein. This Certificate is issued under and is subject to the
Agreement, to the Holder of this Certificate by accepting this Certificate
assents and by which the Holder is bound.
This Certificate is one of a duly authorized issue of certificates by
Credit Suisse First Boston Mortgage Securities Corp. designated as the Bank
One Mortgage-Backed Pass-Through Certificates, Series 2000-1 (the
"Certificates"), which is comprised of the following fifteen Classes: Class
1A, Class 2A, Class 3A, Class 4A, Class 5A, Class 6A, Class 7AX, Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class R-I, and Class
R-II. The Agreement establishes the respective rights of the Depositor and the
Trustee and the Holders of the Certificates under it and the terms on which
the Certificates are authenticated and delivered. This Certificate represents
an interest in the Trust Fund, which consists of, among other things, (i) the
Mortgage Loans and all distributions payable on them after the Cut-off Date,
net of certain amounts in accordance with the Agreement, (ii) REO Property,
(iii) the Collection Account and the Distribution Account and all amounts
deposited in them pursuant to the Agreement, net of any investment earnings on
them, (iv) the interest of the Trust Fund in any insurance policies with
respect to the Mortgage Loans, (v) the rights of the Depositor assigned to the
Trustee pursuant to Section 2.01 of the Agreement, and (vi) all proceeds of
the conversion, voluntary or involuntary, of any of the foregoing into cash or
other liquid property.
This Class [ 7AX ] Certificate represents a Percentage Interest equal to
the Initial Certificate Principal Balance of this Certificate divided by the
Initial Aggregate Certificate Principal Balance of the Class [ 7AX ]
Certificates, both as set forth above.
The Trustee shall distribute from the Distribution Account, to the extent
of available funds, on the 15th day of each month (each, a "Distribution
Date"), or if that day is not a Business Day, the next Business Day, to the
person in whose name this Certificate is registered at the close of business
on the last Business Day of the month preceding the month of the distribution
(each, a "Record Date"), from the Available Distribution Amount in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount of interest and principal required to be distributed to the
Class of Certificates to which this Certificate belongs on the Distribution
Date.
Not later than each Distribution Date, the Trustee will send to each
Certificateholder a statement containing information relating to the Mortgage
Loans and payments made to Certificateholders.
(b) The Agreement permits, with certain exceptions, its amendment and the
modification of the rights and obligations of the Depositor, the Seller, the
Servicer, and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Servicer, the Seller, and the
Trustee with the consent of the Holders of Certificates evidencing Voting
Rights aggregating not less than 66-2/3% of the Voting Rights of all the
Certificates; except that no the amendment may
(i) reduce in any manner the amount of, delay the timing of, or
change the manner in which payments received on Mortgage Loans are
required to be distributed on any Certificate without the consent of the
Holder of the Certificate,
(ii) adversely affect in any material respect the interests of the
Holders of a Class of Certificates in a manner other than as set forth in
(i) above without the consent of the Holders of Certificates evidencing
not less than 66-2/3% of the Voting Rights of the Class,
(iii) reduce the aforesaid percentages of Voting Rights, the holders
of which are required to consent to any amendment without the consent of
100% of the Holders of Certificates of the Class affected thereby,
(iv) change the percentage of the Principal Balance of the Mortgage
Loans specified in Section 9.01(a) relating to optional termination of
the Trust Fund without the consent of 100% of the Holders of
Certificates,
(v) modify these provisions without the consent of 100% of the
Holders of Certificates, or
(vi) terminate the Agreement or the Trust Fund created under the
Agreement other than as provided in Article IX of the Agreement without
the consent of 100% of the Holders of Certificates.
Any consent by the Holder of this Certificate shall be conclusive and
binding on the Holder and on all future Holders of this Certificate and of any
Certificate issued on the transfer of or in exchange for or in lieu of this
Certificate whether or not notation of the consent is made on this
Certificate. The Agreement also permits the Depositor, the Servicer, the
Seller, and the Trustee to amend the Agreement in certain ways without the
consent of Holders of the Certificates. At any time that any Class of
Certificates are outstanding, 99% of all Voting Rights will be allocated to
the Holders of the Certificates (other than the Class R Certificates), in
proportion to their then outstanding Certificate Principal Balances and 0.5%
of all Voting Rights will be allocated to the Holders of the Class R-I
Certificates and 0.5% of all Voting Rights will be allocated to the Holders of
the Class R-II Certificates.
As provided in the Agreement and subject to the limitations stated in the
Agreement, the transfer of this Certificate is registrable on the Certificate
Register upon surrender of this Certificate for registration of transfer at
the office or agency of the Trustee designated for that purpose, duly endorsed
by, or accompanied by a written instrument of transfer in a form satisfactory
to the Trustee duly executed by the Holder of this Certificate or the Holder's
attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class and of authorized denominations, and for the
same aggregate interest in the Trust Fund will be issued to the designated
transferees.
The Class [ 7AX ] Certificates will be issued in fully registered form in
minimum denominations of $1,000 Certificate Principal Balance and in integral
multiples of $1 in excess of that amount. As provided in the Agreement and
subject to the limitations stated in the Agreement, this Certificate is
exchangeable for one or more new Certificates of the same Class and of
authorized denominations evidencing a like aggregate Certificate Principal
Balance, as requested by the Holder surrendering the same.
The Certificateholders shall not incur a service charge for any
registration of transfer or exchange of Certificates, but may be required to
pay the amount of any tax or governmental charge imposed on any transfer or
exchange of Certificates. The Trustee and any agent of the Trustee may treat
the person in whose name this Certificate is registered as the owner of this
Certificate for all purposes, and neither the Trustee nor any of its agents
shall be affected by notice to the contrary.
The obligations of the Servicer, the Seller, the Depositor, and the
Trustee created by the Agreement with respect to the Trust Fund shall
terminate on the earlier of:
(i) March 16, 2015;
(ii) the purchase by the Holders of a Percentage Interest equal to
more than 50% in the Class R-I and Class R-II Certificates at their
election, of all Mortgage Loans and all property acquired in respect of
any Mortgage Loan remaining in the Trust Fund, which purchase right they
may exercise as of any Distribution Date from the date on which the
aggregate Principal Balance of the Mortgage Loans at the time of the
repurchase is less than or equal to 15% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, with the prior
written consent of the Seller evidenced by an Officer's Certificate of a
Senior Vice President or higher member of the Corporate Investment Group
of Bank One Corporation; and
(iii) the later of (a) twelve months after the maturity of the last
Mortgage Loan remaining in the Trust Fund, (b) the liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund and the disposition of all REO Property, and (c) the
distribution to Certificateholders of all amounts required to be
distributed to them pursuant to the Agreement.
Any term used in this Certificate that is defined in the Agreement has
the meaning given to it in the Agreement, and nothing in this Certificate
shall be deemed inconsistent with that meaning. If this Certificate is
inconsistent with the Agreement, the Agreement shall control.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The recitals contained in this Certificate shall be taken as statements
of the Depositor and not of the Trustee. The Trustee assumes no responsibility
for the correctness of the statements contained in this Certificate and makes
no representation as to the validity or sufficiency of the Agreement, this
Certificate, any Mortgage Loan or any related document.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its corporate seal.
LASALLE BANK NATIONAL ASSOCIATION
solely as Trustee and not individually
By: ______________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
Date: ____________________
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By: _________________________
Authorized Officer
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
- ------------------------------------------------------------
- ------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code, or
assignee) the undivided interest in the Trust Fund evidenced by the within
Certificate and hereby authorize(s) the transfer of registration of the
interest to the assignee on the Certificate Register.
I (we) further direct the Trustee to issue a new Certificate of the same
Class and of a like Initial Certificate Principal Balance and undivided
interest in the Trust Fund to the above-named assignee and to deliver the
Certificate to the following address:
- ------------------------------------------------------------
- ------------------------------------------------------------
Dated: ____________________
<TABLE>
<S> <C>
- ---------------------------------------- -----------------------------------------------------
Social Security or other Tax Signature by or on behalf of assignor (signature
Identification No. of Assignee must be signed as registered)
-----------------------------------------------------
Signature Guaranteed
</TABLE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for the information of the
Servicer:
Distribution shall be made by check mailed to
_____________________________________________________________________________
__________, or if the Trustee shall have received appropriate wiring
instructions in accordance with the Agreement, by wire transfer in immediately
available funds to ________________________________________ the account of,
account number _________________________. This information is provided by the
assignee named above, or its agent.
<PAGE>
EXHIBIT B
FORM OF CLASS M CERTIFICATE
Solely for U.S. federal income tax purposes, this Certificate is a "regular
interest" in a "real estate mortgage investment conduit" as those terms are
defined in Sections 860g and 860d of the Internal Revenue Code of 1986 (the
"Code"), respectively.
This Certificate does not represent an interest in or obligation of Credit
Suisse First Boston Mortgage Securities Corp., Bank One National Association
or the Trustee referred to below, or of any of their affiliates. This
Certificate is not guaranteed or insured by any government agency or
instrumentality.
Unless this Certificate is presented by an authorized representative of the
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. Or in any other name requested
by an authorized representative of DTC (and any payment is made to Cede & Co.
or to any other entity requested by an authorized representative of DTC), any
transfer, pledge, or other use of this Certificate for value or otherwise by
or to any person is wrongful since the registered owner of this Certificate,
Cede & Co., has an interest in this Certificate.
The following information is provided solely for the purposes of applying the
U.S. federal income tax original issue discount ("OID") rules to this
Certificate. The issue date of this Certificate is March 30, 2000. Assuming
that the Mortgage Loans prepay at ___% CPR (as described in the Prospectus
Supplement), this Certificate has been issued with no more than $___ of OID
per $1,000 of initial notional amount, the yield to maturity is ___% and the
amount of OID attributable to the initial accrual period is no more than $0.__
per $1,000 of initial notional amount, computed using the approximate method.
No representation is made that the Mortgage Loans will prepay at a rate based
on the prepayment assumption or at any other rate.
This Certificate (or its predecessor) was originally issued in a transaction
exempt from registration under the United States Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered, sold, pledged, or
otherwise transferred in the absence of registration or an applicable
exemption from registration. Each purchaser of this Certificate is hereby
notified that the seller of this Certificate may be relying on the exemption
from the provisions of Section 5 of the Securities Act provided by Rule 144A.
The holder of this Certificate agrees for the benefit of the issuer that (a)
this Certificate may only be offered, resold, pledged, or otherwise
transferred (1) to the issuer, (2) to a qualified institutional buyer in
accordance with Rule 144A or to a non-qualified institutional buyer who is an
institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3),
or (7) under the Securities Act), or (3) pursuant to an effective registration
statement under the Securities Act, and, in each case, in accordance with all
applicable securities laws of any state of the United States and any other
applicable jurisdiction, and (b) the holder will, and each subsequent holder
is required to, notify any purchaser of this Certificate from it of the resale
restrictions referred to in (a) above.
Any transfer in violation of the foregoing will be void ab initio, and will
not operate to transfer any rights to the transferee, notwithstanding any
instructions to the contrary."
Notwithstanding the above, with respect to the transfer of this Certificate to
a depository or any subsequent transfer of any interest in this Certificate
for so long as this Certificate is held by a depository, the following
conditions shall apply:
1. Any transferee of this Certificate by purchasing or holding this
Certificate (or interest in it) that either (a) the transferee is not a
Plan investor or (b) the transferee is a Complying Insurance Company; and
2. If this Certificate (or any interest in it) is acquired or held
in violation of the provisions of the preceding paragraph, then the last
preceding transferee that either (i) is not a Plan investor or (ii) is a
Complying Insurance Company shall be restored, to the extent permitted by
law, to all rights and obligations as owner of this Certificate
retroactive to the date of the transfer of this Certificate. The Trustee
shall be under no liability to any person for making any payments due on
this Certificate to that preceding transferee.
No transfer of this Certificate may be made to an employee benefit or other
plan subject to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or section 4975 of the Code unless the transferee provides
a certification pursuant to Section 5.02(f) of the Pooling and Servicing
Agreement that the purchase of this Certificate by or on behalf of the plan is
permissible under applicable law and will not constitute or result in a
non-exempt prohibited transaction under Section 406 of ERISA and Section 4975
of the Code.
Any purported Certificate owner whose acquisition or holding of this
Certificate (or any interest in it) was effected in violation of the
restrictions in Section 5.02(f) of the Pooling and Servicing Agreement shall
indemnify the Depositor, the Trustee, the Servicer, the Seller, and the REMIC
Trust against any and all liabilities, claims, costs, or expenses incurred by
them as a result of that acquisition or holding.
<PAGE>
BANK ONE MORTGAGE-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS [ M ]
Evidencing an undivided interest in a Trust Fund whose assets consist of a
pool of fixed-rate mortgage loans secured by first liens on one- to
four-family, residential real properties and certain other property held in
trust transferred by
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
<TABLE>
<S> <C>
$_______________ INITIAL AGGREGATE CLASS [ M ]
CERTIFICATE
PRINCIPAL BALANCE
Certificate No. [ M ] 100% INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE
First Distribution Date: Scheduled Final Distribution
Date: March 16, 2015
April 17,2000
</TABLE>
THIS CERTIFIES THAT CEDE & CO. is the registered owner of a beneficial
interest in the Trust Fund referred to below consisting of a pool of
fixed-rate mortgage loans secured by first liens on one- to four-family
residential real properties (the "Mortgage Loans") and certain other property
held in trust transferred to the Trust Fund by Credit Suisse First Boston
Mortgage Securities Corp. (the "Depositor"), and certain related property. The
Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated
as of March 1, 2000 (the "Agreement"), among the Depositor, LaSalle Bank
National Association, as Trustee (the "Trustee", which term includes any
successor entity under the Agreement), HomeSide Lending, Inc., as servicer
(the "Servicer"), and Bank One, National Association, as seller and servicer
(the "Seller"), a summary of certain of the pertinent provisions of which is
set forth herein. This Certificate is issued under and is subject to the
Agreement, to the Holder of this Certificate by accepting this Certificate
assents and by which the Holder is bound.
This Certificate is one of a duly authorized issue of certificates by
Credit Suisse First Boston Mortgage Securities Corp. designated as the Bank
One Mortgage-Backed Pass-Through Certificates, Series 2000-1 (the
"Certificates"), which is comprised of the following fifteen Classes: Class
1A, Class 2A, Class 3A, Class 4A, Class 5A, Class 6A, Class 7AX, Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class R-I, and Class
R-II. The Agreement establishes the respective rights of the Depositor and the
Trustee and the Holders of the Certificates under it and the terms on which
the Certificates are authenticated and delivered. This Certificate represents
an interest in the Trust Fund, which consists of, among other things, (i) the
Mortgage Loans and all distributions payable on them after the Cut-off Date,
net of certain amounts in accordance with the Agreement, (ii) REO Property,
(iii) the Collection Account and the Distribution Account and all amounts
deposited in them pursuant to the Agreement, net of any investment earnings on
them, (iv) the interest of the Trust Fund in any insurance policies with
respect to the Mortgage Loans, (v) the rights of the Depositor assigned to the
Trustee pursuant to Section 2.01 of the Agreement, and (vi) all proceeds of
the conversion, voluntary or involuntary, of any of the foregoing into cash or
other liquid property.
This Class M Certificate represents a Percentage Interest equal to the
Initial Certificate Principal Balance of this Certificate divided by the
Initial Aggregate Certificate Principal Balance of the Class [ M ]
Certificates, both as set forth above.
The Trustee shall distribute from the Distribution Account, to the extent
of available funds, on the 15th day of each month (each, a "Distribution
Date"), or if that day is not a Business Day, the next Business Day, to the
person in whose name this Certificate is registered at the close of business
on the last Business Day of the month preceding the month of the distribution
(each, a "Record Date"), from the Available Distribution Amount in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount of interest and principal required to be distributed to the
Class of Certificates to which this Certificate belongs on the Distribution
Date.
Not later than each Distribution Date, the Trustee will send to each
Certificateholder a statement containing information relating to the Mortgage
Loans and payments made to Certificateholders.
(c) The Agreement permits, with certain exceptions, its amendment and the
modification of the rights and obligations of the Depositor, the Seller, the
Servicer, and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Servicer, the Seller, and the
Trustee with the consent of the Holders of Certificates evidencing Voting
Rights aggregating not less than 66-2/3% of the Voting Rights of all the
Certificates; except that no the amendment may
(i) reduce in any manner the amount of, delay the timing of, or
change the manner in which payments received on Mortgage Loans are
required to be distributed on any Certificate without the consent of the
Holder of the Certificate,
(ii) adversely affect in any material respect the interests of the
Holders of a Class of Certificates in a manner other than as set forth in
(i) above without the consent of the Holders of Certificates evidencing
not less than 66-2/3% of the Voting Rights of the Class,
(iii) reduce the aforesaid percentages of Voting Rights, the holders
of which are required to consent to any amendment without the consent of
100% of the Holders of Certificates of the Class affected thereby,
(iv) change the percentage of the Principal Balance of the Mortgage
Loans specified in Section 9.01(a) relating to optional termination of
the Trust Fund without the consent of 100% of the Holders of
Certificates,
(v) modify these provisions without the consent of 100% of the
Holders of Certificates, or
(vi) terminate the Agreement or the Trust Fund created under the
Agreement other than as provided in Article IX of the Agreement without
the consent of 100% of the Holders of Certificates.
Any consent by the Holder of this Certificate shall be conclusive and
binding on the Holder and on all future Holders of this Certificate and of any
Certificate issued on the transfer of or in exchange for or in lieu of this
Certificate whether or not notation of the consent is made on this
Certificate. The Agreement also permits the Depositor, the Servicer, the
Seller, and the Trustee to amend the Agreement in certain ways without the
consent of Holders of the Certificates. At any time that any Class of
Certificates are outstanding, 99% of all Voting Rights will be allocated to
the Holders of the Certificates (other than the Class R Certificates), in
proportion to their then outstanding Certificate Principal Balances and 0.5%
of all Voting Rights will be allocated to the Holders of the Class R-I
Certificates and 0.5% of all Voting Rights will be allocated to the Holders of
the Class R-II Certificates.
As provided in the Agreement and subject to the limitations stated in the
Agreement, the transfer of this Certificate is registrable on the Certificate
Register upon surrender of this Certificate for registration of transfer at
the office or agency of the Trustee designated for that purpose, duly endorsed
by, or accompanied by a written instrument of transfer in a form satisfactory
to the Trustee duly executed by the Holder of this Certificate or the Holder's
attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class and of authorized denominations, and for the
same aggregate interest in the Trust Fund will be issued to the designated
transferees.
The Class [ M ] Certificates will be issued in fully registered form in
minimum denominations of $1,000,000 Certificate Principal Balance and in
integral multiples of $1 in excess of that amount. As provided in the
Agreement and subject to the limitations stated in the Agreement, this
Certificate is exchangeable for one or more new Certificates of the same Class
and of authorized denominations evidencing a like aggregate Certificate
Principal Balance, as requested by the Holder surrendering the same.
The Certificateholders shall not incur a service charge for any
registration of transfer or exchange of Certificates, but may be required to
pay the amount of any tax or governmental charge imposed on any transfer or
exchange of Certificates. The Trustee and any agent of the Trustee may treat
the person in whose name this Certificate is registered as the owner of this
Certificate for all purposes, and neither the Trustee nor any of its agents
shall be affected by notice to the contrary.
The obligations of the Servicer, the Seller, the Depositor, and the
Trustee created by the Agreement with respect to the Trust Fund shall
terminate on the earlier of:
(i) March 16, 2015;
(ii) the purchase by the Holders of a Percentage Interest equal to
more than 50% in the Class R-I and Class R-II Certificates at their
election, of all Mortgage Loans and all property acquired in respect of
any Mortgage Loan remaining in the Trust Fund, which purchase right they
may exercise as of any Distribution Date from the date on which the
aggregate Principal Balance of the Mortgage Loans at the time of the
repurchase is less than or equal to 15% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, with the prior
written consent of the Seller evidenced by an Officer's Certificate of a
Senior Vice President or higher member of the Corporate Investment Group
of Bank One Corporation; and
(iii) the later of (a) twelve months after the maturity of the last
Mortgage Loan remaining in the Trust Fund, (b) the liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund and the disposition of all REO Property, and (c) the
distribution to Certificateholders of all amounts required to be
distributed to them pursuant to the Agreement.
Any term used in this Certificate that is defined in the Agreement has
the meaning given to it in the Agreement, and nothing in this Certificate
shall be deemed inconsistent with that meaning. If this Certificate is
inconsistent with the Agreement, the Agreement shall control.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The recitals contained in this Certificate shall be taken as statements
of the Depositor and not of the Trustee. The Trustee assumes no responsibility
for the correctness of the statements contained in this Certificate and makes
no representation as to the validity or sufficiency of the Agreement, this
Certificate, any Mortgage Loan or any related document.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its corporate seal.
LASALLE BANK NATIONAL ASSOCIATION,
solely as Trustee and not individually
By: ______________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
Date: ____________________
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By: _________________________
Authorized Officer
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
- ------------------------------------------------------------
- ------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code, or
assignee) the undivided interest in the Trust Fund evidenced by the within
Certificate and hereby authorize(s) the transfer of registration of the
interest to the assignee on the Certificate Register.
I (we) further direct the Trustee to issue a new Certificate of the same
Class and of a like Initial Certificate Principal Balance and undivided
interest in the Trust Fund to the above-named assignee and to deliver the
Certificate to the following address:
- ------------------------------------------------------------
- ------------------------------------------------------------
Dated: ____________________
<TABLE>
<S> <C>
- ---------------------------------------- -----------------------------------------------------
Social Security or other Tax Signature by or on behalf of assignor (signature
Identification No. of Assignee must be signed as registered)
-----------------------------------------------------
Signature Guaranteed
</TABLE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for the information of the
Servicer:
Distribution shall be made by check mailed to
_____________________________________________________________________________
__________, or if the Trustee shall have received appropriate wiring
instructions in accordance with the Agreement, by wire transfer in immediately
available funds to ________________________________________ the account of,
account number _________________________. This information is provided by the
assignee named above, or its agent.
<PAGE>
EXHIBIT C
FORM OF CLASS B CERTIFICATE
Solely for U.S. federal income tax purposes, this Certificate is a "regular
interest" in a "real estate mortgage investment conduit" as those terms are
defined in Sections 860g and 860d of the Internal Revenue Code of 1986 (the
"Code"), respectively.
This Certificate does not represent an interest in or obligation of Credit
Suisse First Boston Mortgage Securities Corp., Bank One National Association
or the Trustee referred to below, or of any of their affiliates. This
Certificate is not guaranteed or insured by any government agency or
instrumentality.
Unless this Certificate is presented by an authorized representative of the
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. Or in any other name requested
by an authorized representative of DTC (and any payment is made to Cede & Co.
or to any other entity requested by an authorized representative of DTC), any
transfer, pledge, or other use of this Certificate for value or otherwise by
or to any person is wrongful since the registered owner of this Certificate,
Cede & Co., has an interest in this Certificate.
The following information is provided solely for the purposes of applying the
U.S. federal income tax original issue discount ("OID") rules to this
Certificate. The issue date of this Certificate is March 30, 2000. Assuming
that the Mortgage Loans prepay at ___% CPR (as described in the Prospectus
Supplement), this Certificate has been issued with no more than $___ of OID
per $1,000 of initial notional amount, the yield to maturity is ___% and the
amount of OID attributable to the initial accrual period is no more than $0.__
per $1,000 of initial notional amount, computed using the approximate method.
No representation is made that the Mortgage Loans will prepay at a rate based
on the prepayment assumption or at any other rate.
This Certificate (or its predecessor) was originally issued in a transaction
exempt from registration under the United States Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered, sold, pledged, or
otherwise transferred in the absence of registration or an applicable
exemption from registration. Each purchaser of this Certificate is hereby
notified that the seller of this Certificate may be relying on the exemption
from the provisions of Section 5 of the Securities Act provided by Rule 144A.
The holder of this Certificate agrees for the benefit of the issuer that (a)
this Certificate may only be offered, resold, pledged, or otherwise
transferred (1) to the issuer, (2) to a qualified institutional buyer in
accordance with Rule 144A or to a non-qualified institutional buyer who is an
institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3),
or (7) under the Securities Act), or (3) pursuant to an effective registration
statement under the Securities Act, and, in each case, in accordance with all
applicable securities laws of any state of the United States and any other
applicable jurisdiction, and (b) the holder will, and each subsequent holder
is required to, notify any purchaser of this Certificate from it of the resale
restrictions referred to in (a) above.
Any transfer in violation of the foregoing will be void ab initio, and will
not operate to transfer any rights to the transferee, notwithstanding any
instructions to the contrary."
Notwithstanding the above, with respect to the transfer of this Certificate to
a depository or any subsequent transfer of any interest in this Certificate
for so long as this Certificate is held by a depository, the following
conditions shall apply:
1. Any transferee of this Certificate by purchasing or holding this
Certificate (or interest in it) that either (a) the transferee is not a
Plan investor or (b) the transferee is a Complying Insurance Company; and
2. If this Certificate (or any interest in it) is acquired or held
in violation of the provisions of the preceding paragraph, then the last
preceding transferee that either (i) is not a Plan investor or (ii) is a
Complying Insurance Company shall be restored, to the extent permitted by
law, to all rights and obligations as owner of this Certificate
retroactive to the date of the transfer of this Certificate. The Trustee
shall be under no liability to any person for making any payments due on
this Certificate to that preceding transferee.
No transfer of this Certificate may be made to an employee benefit or other
plan subject to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or section 4975 of the Code unless the transferee provides
a certification pursuant to Section 5.02(f) of the Pooling and Servicing
Agreement that the purchase of this Certificate by or on behalf of the plan is
permissible under applicable law and will not constitute or result in a
non-exempt prohibited transaction under Section 406 of ERISA and Section 4975
of the Code.
Any purported Certificate owner whose acquisition or holding of this
Certificate (or any interest in it) was effected in violation of the
restrictions in Section 5.02(f) of the Pooling and Servicing Agreement shall
indemnify the Depositor, the Trustee, the Servicer, the Seller, and the REMIC
Trust against any and all liabilities, claims, costs, or expenses incurred by
them as a result of that acquisition or holding.
<PAGE>
BANK ONE MORTGAGE-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS [ B ]
Evidencing an undivided interest in a Trust Fund whose assets consist of a
pool of fixed-rate mortgage loans secured by first liens on one- to
four-family, residential real properties and certain other property held in
trust transferred by
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
<TABLE>
<S> <C>
$_______________ INITIAL AGGREGATE CLASS [ B ]
CERTIFICATE
PRINCIPAL BALANCE
Certificate No. [ B ] 100% INITIAL CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE
First Distribution Date: Scheduled Final Distribution
Date: March 16, 2015
April 17, 2000
</TABLE>
THIS CERTIFIES THAT CEDE & CO. is the registered owner of a beneficial
interest in the Trust Fund referred to below consisting of a pool of
fixed-rate mortgage loans secured by first liens on one- to four-family
residential real properties (the "Mortgage Loans") and certain other property
held in trust transferred to the Trust Fund by Credit Suisse First Boston
Mortgage Securities Corp. (the "Depositor"), and certain related property. The
Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated
as of March 1, 2000 (the "Agreement"), among the Depositor, LaSalle Bank
National Association, as Trustee (the "Trustee", which term includes any
successor entity under the Agreement), HomeSide Lending, Inc., as servicer
(the "Servicer"), and Bank One, National Association, as seller and servicer
(the "Seller"), a summary of certain of the pertinent provisions of which is
set forth herein. This Certificate is issued under and is subject to the
Agreement, to the Holder of this Certificate by accepting this Certificate
assents and by which the Holder is bound.
This Certificate is one of a duly authorized issue of certificates by
Credit Suisse First Boston Mortgage Securities Corp. designated as the Bank
One Mortgage-Backed Pass-Through Certificates, Series 2000-1 (the
"Certificates"), which is comprised of the following fifteen Classes: Class
1A, Class 2A, Class 3A, Class 4A, Class 5A, Class 6A, Class 7AX, Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class R-I, and Class
R-II. The Agreement establishes the respective rights of the Depositor and the
Trustee and the Holders of the Certificates under it and the terms on which
the Certificates are authenticated and delivered. This Certificate represents
an interest in the Trust Fund, which consists of, among other things, (i) the
Mortgage Loans and all distributions payable on them after the Cut-off Date,
net of certain amounts in accordance with the Agreement, (ii) REO Property,
(iii) the Collection Account and the Distribution Account and all amounts
deposited in them pursuant to the Agreement, net of any investment earnings on
them, (iv) the interest of the Trust Fund in any insurance policies with
respect to the Mortgage Loans, (v) the rights of the Depositor assigned to the
Trustee pursuant to Section 2.01 of the Agreement, and (vi) all proceeds of
the conversion, voluntary or involuntary, of any of the foregoing into cash or
other liquid property.
This Class [B] Certificate represents a Percentage Interest equal to the
Initial Certificate Principal Balance of this Certificate divided by the
Initial Aggregate Certificate Principal Balance of the Class [ B ]
Certificates, both as set forth above.
The Trustee shall distribute from the Distribution Account, to the extent
of available funds, on the 15th day of each month (each, a "Distribution
Date"), or if that day is not a Business Day, the next Business Day, to the
person in whose name this Certificate is registered at the close of business
on the last Business Day of the month preceding the month of the distribution
(each, a "Record Date"), from the Available Distribution Amount in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount of interest and principal required to be distributed to the
Class of Certificates to which this Certificate belongs on the Distribution
Date.
Not later than each Distribution Date, the Trustee will send to each
Certificateholder a statement containing information relating to the Mortgage
Loans and payments made to Certificateholders.
(d) The Agreement permits, with certain exceptions, its amendment and the
modification of the rights and obligations of the Depositor, the Seller, the
Servicer, and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Servicer, the Seller, and the
Trustee with the consent of the Holders of Certificates evidencing Voting
Rights aggregating not less than 66-2/3% of the Voting Rights of all the
Certificates; except that no the amendment may
(i) reduce in any manner the amount of, delay the timing of, or
change the manner in which payments received on Mortgage Loans are
required to be distributed on any Certificate without the consent of the
Holder of the Certificate,
(ii) adversely affect in any material respect the interests of the
Holders of a Class of Certificates in a manner other than as set forth in
(i) above without the consent of the Holders of Certificates evidencing
not less than 66-2/3% of the Voting Rights of the Class,
(iii) reduce the aforesaid percentages of Voting Rights, the holders
of which are required to consent to any amendment without the consent of
100% of the Holders of Certificates of the Class affected thereby,
(iv) change the percentage of the Principal Balance of the Mortgage
Loans specified in Section 9.01(a) relating to optional termination of
the Trust Fund without the consent of 100% of the Holders of
Certificates,
(v) modify these provisions without the consent of 100% of the
Holders of Certificates, or
(vi) terminate the Agreement or the Trust Fund created under the
Agreement other than as provided in Article IX of the Agreement without
the consent of 100% of the Holders of Certificates.
Any consent by the Holder of this Certificate shall be conclusive and
binding on the Holder and on all future Holders of this Certificate and of any
Certificate issued on the transfer of or in exchange for or in lieu of this
Certificate whether or not notation of the consent is made on this
Certificate. The Agreement also permits the Depositor, the Servicer, the
Seller, and the Trustee to amend the Agreement in certain ways without the
consent of Holders of the Certificates. At any time that any Class of
Certificates are outstanding, 99% of all Voting Rights will be allocated to
the Holders of the Certificates (other than the Class R Certificates), in
proportion to their then outstanding Certificate Principal Balances and 0.5%
of all Voting Rights will be allocated to the Holders of the Class R-I
Certificates and 0.5% of all Voting Rights will be allocated to the Holders of
the Class R-II Certificates.
As provided in the Agreement and subject to the limitations stated in the
Agreement, the transfer of this Certificate is registrable on the Certificate
Register upon surrender of this Certificate for registration of transfer at
the office or agency of the Trustee designated for that purpose, duly endorsed
by, or accompanied by a written instrument of transfer in a form satisfactory
to the Trustee duly executed by the Holder of this Certificate or the Holder's
attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class and of authorized denominations, and for the
same aggregate interest in the Trust Fund will be issued to the designated
transferees.
The Class [ B ] Certificates will be issued in fully registered form in
minimum denominations of $1,000 Certificate Principal Balance and in integral
multiples of $1 in excess of that amount. As provided in the Agreement and
subject to the limitations stated in the Agreement, this Certificate is
exchangeable for one or more new Certificates of the same Class and of
authorized denominations evidencing a like aggregate Certificate Principal
Balance, as requested by the Holder surrendering the same.
The Certificateholders shall not incur a service charge for any
registration of transfer or exchange of Certificates, but may be required to
pay the amount of any tax or governmental charge imposed on any transfer or
exchange of Certificates. The Trustee and any agent of the Trustee may treat
the person in whose name this Certificate is registered as the owner of this
Certificate for all purposes, and neither the Trustee nor any of its agents
shall be affected by notice to the contrary.
The obligations of the Servicer, the Seller, the Depositor, and the
Trustee created by the Agreement with respect to the Trust Fund shall
terminate on the earlier of:
(i) March 16, 2015;
(ii) the purchase by the Holders of a Percentage Interest equal to
more than 50% in the Class R-I and Class R-II Certificates at their
election, of all Mortgage Loans and all property acquired in respect of
any Mortgage Loan remaining in the Trust Fund, which purchase right they
may exercise as of any Distribution Date from the date on which the
aggregate Principal Balance of the Mortgage Loans at the time of the
repurchase is less than or equal to 15% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, with the prior
written consent of the Seller evidenced by an Officer's Certificate of a
Senior Vice President or higher member of the Corporate Investment Group
of Bank One Corporation; and
(iii) the later of (a) twelve months after the maturity of the last
Mortgage Loan remaining in the Trust Fund, (b) the liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund and the disposition of all REO Property, and (c) the
distribution to Certificateholders of all amounts required to be
distributed to them pursuant to the Agreement.
Any term used in this Certificate that is defined in the Agreement has
the meaning given to it in the Agreement, and nothing in this Certificate
shall be deemed inconsistent with that meaning. If this Certificate is
inconsistent with the Agreement, the Agreement shall control.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The recitals contained in this Certificate shall be taken as statements
of the Depositor and not of the Trustee. The Trustee assumes no responsibility
for the correctness of the statements contained in this Certificate and makes
no representation as to the validity or sufficiency of the Agreement, this
Certificate, any Mortgage Loan or any related document.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under its corporate seal.
LASALLE BANK NATIONAL ASSOCIATION,
solely as Trustee and not individually
By: ______________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
Date: ____________________
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By: _________________________
Authorized Officer
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
- ------------------------------------------------------------
- ------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code, or
assignee) the undivided interest in the Trust Fund evidenced by the within
Certificate and hereby authorize(s) the transfer of registration of the
interest to the assignee on the Certificate Register.
I (we) further direct the Trustee to issue a new Certificate of the same
Class and of a like Initial Certificate Principal Balance and undivided
interest in the Trust Fund to the above-named assignee and to deliver the
Certificate to the following address:
Dated: ____________________
<TABLE>
<S> <C>
- ---------------------------------------- -----------------------------------------------------
Social Security or other Tax Signature by or on behalf of assignor (signature
Identification No. of Assignee must be signed as registered)
-----------------------------------------------------
Signature Guaranteed
</TABLE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for the information of the
Servicer:
Distribution shall be made by check mailed to
_____________________________________________________________________________
__________, or if the Trustee shall have received appropriate wiring
instructions in accordance with the Agreement, by wire transfer in immediately
available funds to ________________________________________ the account of,
account number _________________________. This information is provided by the
assignee named above, or its agent.
<PAGE>
EXHIBIT D
FORM OF CLASS [R-I][R-II] CERTIFICATE
Solely for U.S. federal income tax purposes, this Certificate is a "regular
interest" in a "real estate mortgage investment conduit" as those terms are
defined in Sections 860g and 860d of the Internal Revenue Code of 1986 (the
"Code"), respectively.
This Certificate does not represent an interest in or obligation of Credit
Suisse First Boston Mortgage Securities Corp., Bank One National Association
or the Trustee referred to below, or of any of their affiliates. This
Certificate is not guaranteed or insured by any government agency or
instrumentality.
Any resale, transfer, or other disposition of this Certificate may be made
only if the proposed transferee provides a transfer affidavit to the Trustee
that (1) the transferee is not (a) the United States, any state or political
subdivision of the United States, any foreign government, any international
organization, or any agency or instrumentality of any of them, (b) any
organization (other than a cooperative described in Section 521 of the Code
that is exempt from the taxes imposed by Chapter 1 of the Code unless the
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 the person
described in clause (a), (b), or (c), a "Disqualified Organization"), or (d)
an agent of a Disqualified Organization and (2) no purpose of the transfer is
to enable the transferor to impede the assessment or collection of tax. The
affidavit shall include representations about the financial condition of the
proposed transferee. Notwithstanding the registration in the certificate
register of any transfer, sale, or other disposition of this Residual
Certificate to a Disqualified Organization or an agent of a Disqualified
Organization, the registration shall be void and the person shall not be a
Certificateholder for any purpose, including the receipt of distributions on
this Certificate. Each holder of this Residual Certificate by acceptance of
this Certificate agrees to these provisions.
No transfer of this Certificate may be made to an employee benefit or other
plan subject to the Employee Retirement Income Security Act of 1974 or Section
4975 of the Code.
<PAGE>
BANK ONE
MORTGAGE-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS [R-I][R-II]
Evidencing an undivided interest in a Trust Fund whose assets consist of a
pool of fixed-rate mortgage loans secured by first liens on one- to
four-family, residential real properties and certain other property held in
trust transferred by
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
<TABLE>
<S> <C>
CUSIP ______________ 100% PERCENTAGE INTEREST REPRESENTED BY
THIS CERTIFICATE
Certificate No. [R-I][R-II]-_____
First Distribution Date: Scheduled Final Distribution
Date: March 16, 2015
April 17, 2000
</TABLE>
THIS CERTIFIES THAT _______________________________________________
_________________________ is the registered owner of a beneficial interest in
the Trust Fund referred to below consisting of a pool of fixed-rate mortgage
loans secured by first liens on one- to four-family residential real
properties (the "Mortgage Loans") and certain other property held in trust
transferred to the Trust Fund by Credit Suisse First Boston Mortgage
Securities Corp. (the "Depositor"), and certain related property. The Trust
Fund was created pursuant to the Pooling and Servicing Agreement, dated as of
March 1, 2000 (the "Agreement"), among the Depositor, LaSalle Bank National
Association, as Trustee (the "Trustee", which term includes any successor
entity under the Agreement), HomeSide Lending, Inc., as servicer (the
"Servicer"), and Bank One, National Association, as seller and servicer (the
"Seller"), a summary of certain of the pertinent provisions of which is set
forth herein. This Certificate is issued under and is subject to the
Agreement, to the Holder of this Certificate by accepting this Certificate
assents and by which the Holder is bound.
This Certificate is one of a duly authorized issue of certificates by
Credit Suisse First Boston Mortgage Securities Corp. designated as the Bank
One Mortgage-Backed Pass-Through Certificates, Series 2000-1 (the
"Certificates"), which is comprised of the following fifteen Classes: Class
1A, Class 2A, Class 3A, Class 4A, Class 5A, Class 6A, Class 7AX, Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class R-I, and Class
R-II. The Agreement establishes the respective rights of the Depositor and the
Trustee and the Holders of the Certificates under it and the terms on which
the Certificates are authenticated and delivered. This Certificate represents
an interest in the Trust Fund, which consists of, among other things, (i) the
Mortgage Loans and all distributions payable on them after the Cut-off Date,
net of certain amounts in accordance with the Agreement, (ii) REO Property,
(iii) the Collection Account and the Distribution Account and all amounts
deposited in them pursuant to the Agreement, net of any investment earnings on
them, (iv) the interest of the Trust Fund in any insurance policies with
respect to the Mortgage Loans, (v) the rights of the Depositor assigned to the
Trustee pursuant to Section 2.01 of the Agreement, and (vi) all proceeds of
the conversion, voluntary or involuntary, of any of the foregoing into cash or
other liquid property.
This Class [R-I][R-II] Certificate represents a Percentage Interest equal
to the Initial Certificate Principal Balance of this Certificate divided by
the Initial Aggregate Certificate Principal Balance of the Class [R-I][R-II]
Certificates, both as set forth above.
The Trustee shall make distributions from the Distribution Account, to
the extent of available funds, on the 15th day of each month (each, a
"Distribution Date"), or if that day is not a Business Day, the next Business
Day, to the person in whose name this Certificate is registered at the close
of business on the last Business Day of the month preceding the month of the
distribution (each, a "Record Date"), from the Available Distribution Amount
in the amount required to be distributed to the Class [R-I][R-II] Certificates
on the Distribution Date pursuant to Section 4.01 of the Pooling And Servicing
Agreement.
Not later than each Distribution Date, the Trustee will send to each
Certificateholder a statement containing information relating to the Mortgage
Loans and payments made to Certificateholders.
(e) The Agreement permits, with certain exceptions, its amendment and the
modification of the rights and obligations of the Depositor, the Seller, the
Servicer, and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Servicer, the Seller, and the
Trustee with the consent of the Holders of Certificates evidencing Voting
Rights aggregating not less than 66-2/3% of the Voting Rights of all the
Certificates; except that no the amendment may
(i) reduce in any manner the amount of, delay the timing of, or
change the manner in which payments received on Mortgage Loans are
required to be distributed on any Certificate without the consent of the
Holder of the Certificate,
(ii) adversely affect in any material respect the interests of the
Holders of a Class of Certificates in a manner other than as set forth in
(i) above without the consent of the Holders of Certificates evidencing
not less than 66-2/3% of the Voting Rights of the Class,
(iii) reduce the aforesaid percentages of Voting Rights, the holders
of which are required to consent to any amendment without the consent of
100% of the Holders of Certificates of the Class affected thereby,
(iv) change the percentage of the Principal Balance of the Mortgage
Loans specified in Section 9.01(a) relating to optional termination of
the Trust Fund without the consent of 100% of the Holders of
Certificates,
(v) modify these provisions without the consent of 100% of the
Holders of Certificates, or
(vi) terminate the Agreement or the Trust Fund created under the
Agreement other than as provided in Article IX of the Agreement without
the consent of 100% of the Holders of Certificates.
Any consent by the Holder of this Certificate shall be conclusive and
binding on the Holder and on all future Holders of this Certificate and of any
Certificate issued on the transfer of or in exchange for or in lieu of this
Certificate whether or not notation of the consent is made on this
Certificate. The Agreement also permits the Depositor, the Servicer, the
Seller, and the Trustee to amend the Agreement in certain ways without the
consent of Holders of the Certificates. At any time that any Class of
Certificates are outstanding, 99% of all Voting Rights will be allocated to
the Holders of the Certificates (other than the Class R Certificates), in
proportion to their then outstanding Certificate Principal Balances and 0.5%
of all Voting Rights will be allocated to the Holders of the Class R-I
Certificates and 0.5% of all Voting Rights will be allocated to the Holders of
the Class R-II Certificates.
As provided in the Agreement and subject to the limitations stated in the
Agreement, the transfer of this Certificate is registrable on the Certificate
Register upon surrender of this Certificate for registration of transfer at
the office or agency of the Trustee designated for that purpose, duly endorsed
by, or accompanied by a written instrument of transfer in a form satisfactory
to the Trustee duly executed by the Holder of this Certificate or the Holder's
attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class and of authorized denominations, and for the
same aggregate interest in the Trust Fund will be issued to the designated
transferees.
The Class [R-I][R-II] Certificates will be issued in fully registered
form in minimum denominations of $1,000 Certificate Principal Balance and in
integral multiples of $1 in excess of that amount. As provided in the
Agreement and subject to the limitations stated in the Agreement, this
Certificate is exchangeable for one or more new Certificates of the same Class
and of authorized denominations evidencing a like aggregate Certificate
Principal Balance, as requested by the Holder surrendering the same.
The Certificateholders shall not incur a service charge for any
registration of transfer or exchange of Certificates, but may be required to
pay the amount of any tax or governmental charge imposed on any transfer or
exchange of Certificates. The Trustee and any agent of the Trustee may treat
the person in whose name this Certificate is registered as the owner of this
Certificate for all purposes, and neither the Trustee nor any of its agents
shall be affected by notice to the contrary.
Pursuant to the Agreement, the Depositor will make an election to treat
each Trust REMIC as a real estate mortgage investment conduit (a "REMIC") for
federal income tax purposes. The Class R-I Certificates will be the "residual
interest" in the Trust REMIC I, the Class R-II Certificates will be the
"residual interest" in the Trust REMIC II and all other Classes of
Certificates will constitute the "regular interests" in the Trust REMIC II.
The obligations of the Servicer, the Seller, the Depositor, and the
Trustee created by the Agreement with respect to the Trust Fund shall
terminate on the earlier of:
(i) March 16, 2015;
(ii) the purchase by the Holders of a Percentage Interest equal to
more than 50% in the Class R-I and Class R-II Certificates at their
election, of all Mortgage Loans and all property acquired in respect of
any Mortgage Loan remaining in the Trust Fund, which purchase right they
may exercise as of any Distribution Date from the date on which the
aggregate Principal Balance of the Mortgage Loans at the time of the
repurchase is less than or equal to 15% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, with the prior
written consent of the Seller evidenced by an Officer's Certificate of a
Senior Vice President or higher member of the Corporate Investment Group
of Bank One Corporation; and
(iii) the later of (a) twelve months after the maturity of the last
Mortgage Loan remaining in the Trust Fund, (b) the liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund and the disposition of all REO Property, and (c) the
distribution to Certificateholders of all amounts required to be
distributed to them pursuant to the Agreement.
Any term used in this Certificate that is defined in the Agreement has
the meaning given to it in the Agreement, and nothing in this Certificate
shall be deemed inconsistent with that meaning. If this Certificate is
inconsistent with the Agreement, the Agreement shall control.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The recitals contained in this Certificate shall be taken as statements
of the Depositor and not of the Trustee. The Trustee assumes no responsibility
for the correctness of the statements contained in this Certificate and makes
no representation as to the validity or sufficiency of the Agreement, this
Certificate, any Mortgage Loan or any related document.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its corporate seal.
LASALLE BANK NATIONAL ASSOCIATION,
solely as Trustee and not individually
By: ______________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
Date: ____________________
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By: _________________________
Authorized Officer
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
- ------------------------------------------------------------
- ------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code, or
assignee) the undivided interest in the Trust Fund evidenced by the within
Certificate and hereby authorize(s) the transfer of registration of the
interest to the assignee on the Certificate Register.
I (we) further direct the Trustee to issue a new Certificate of the same
Class and of a like Initial Certificate Principal Balance and undivided
interest in the Trust Fund to the above-named assignee and to deliver the
Certificate to the following address:
- ------------------------------------------------------------
- ------------------------------------------------------------
Dated: ____________________
<TABLE>
<S> <C>
- ---------------------------------------- -----------------------------------------------------
Social Security or other Tax Signature by or on behalf of assignor (signature
Identification No. of Assignee must be signed as registered)
-----------------------------------------------------
Signature Guaranteed
</TABLE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for the information of the
Servicer:
Distribution shall be made by check mailed to
_____________________________________________________________________________
__________, or if the Trustee shall have received appropriate wiring
instructions in accordance with the Agreement, by wire transfer in immediately
available funds to ________________________________________ the account of,
account number _________________________. This information is provided by the
assignee named above, or its agent.
<PAGE>
EXHIBIT E
SCHEDULE OF MORTGAGE LOANS
<PAGE>
EXHIBIT F-1
FORM OF INITIAL CERTIFICATION OF TRUSTEE
[_____ __,] 2000
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 5th Floor
New York, New York 10010
Re: Pooling and Servicing Agreement ("Pooling and Servicing
Agreement") relating to Bank One Mortgage-Backed Pass-Through
Certificates, Series 2000-1
Ladies and Gentlemen:
In accordance with Section 2.02 of the Pooling and Servicing Agreement,
the Trustee hereby certifies that, except for the exceptions noted on the
attached schedule, it has received an original Mortgage Note for each Mortgage
Loan listed on the Mortgage Loan Schedule in accordance with Section 2.01 of
the Pooling and Servicing Agreement. The Trustee has made no independent
examination of any documents contained in each Mortgage File beyond the review
specifically mentioned above. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability, or genuineness of any of
the documents delivered in accordance with Section 2.01 of the Pooling and
Servicing Agreement or any of the Mortgage Loans identified in the Mortgage
Loan Schedule, or (ii) the collectibility, insurability, effectiveness, or
suitability of any the Mortgage Loan.
The Trustee acknowledges receipt of notice that the Depositor has granted
to the Trustee for the benefit of the Certificateholders a security interest
in all of the Depositor's interest in the Mortgage Loans.
Capitalized terms used in this certificate without definition have the
meanings given to them in the Pooling and Servicing Agreement.
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By___________________________________
Authorized Representative
<PAGE>
EXHIBIT F-2
FORM OF CERTIFICATION OF TRUSTEE
[date]
Bank One, National Association
One Bank One Plaza, 11th Floor
Mail Code IL 1-0287
Chicago, Illinois 60670-0287
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 5th Floor
New York, New York 10010
Re: Pooling and Servicing Agreement ("Pooling and Servicing
Agreement") relating to Bank One Mortgage-Backed Pass-Through
Certificates, Series 2000-1
Ladies and Gentlemen:
In accordance with Section 2.02 of the Pooling and Servicing Agreement,
the Trustee hereby certifies that, except for the exceptions noted on the
attached schedule, it has reviewed the Mortgage File for each Mortgage Loan
listed in the Mortgage Loan Schedule and has determined that (based solely on
its review of each of the documents on its face) (i) all documents described
in clauses (i)-(vii) of Section 2.01 of the Pooling and Servicing Agreement
are in its possession or its agent's, (ii) the documents have been reviewed by
it and have not been mutilated, defaced, or otherwise physically altered and
the documents relate to the applicable Mortgage Loan, and (iii) each Mortgage
Note has been endorsed and each assignment of Mortgage has been delivered as
provided in Section 2.01 of the Pooling and Servicing Agreement. The Trustee
has made no independent examination of any documents required to be delivered
in accordance with Section 2.01 of the Pooling and Servicing Agreement beyond
the review specifically required therein. The Trustee makes no representations
as to: (i) the validity, legality, sufficiency, enforceability, or genuineness
of any of the documents required to be delivered in accordance with Section
2.01 of the Pooling and Servicing Agreement or any of the Mortgage Loans
identified on the Mortgage Loan Schedule, or (ii) the collectibility,
insurability, effectiveness, or suitability of any the Mortgage Loan.
Capitalized terms used in this certificate without definition have the
meanings given to them in the Pooling and Servicing Agreement.
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By: ______________________________
Authorized Representative
<PAGE>
EXHIBIT G
To: LaSalle Bank National Association, Trustee
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60674
Attn: Asset-Backed Securities Trust Services Group
Re: Bank One 2000-1
Date: _____________________
In connection with the administration of the Mortgage Loans held by you
as Trustee under the Pooling and Servicing Agreement dated as of
________________ among Credit Suisse First Boston Mortgage Securities Corp.,
Bank One, National Association, HomeSide Lending, Inc., and LaSalle Bank
National Association (the "Pooling and Servicing Agreement"), the undersigned
hereby requests a release of the Trustee Mortgage File held by you as Trustee
with respect to the following described Mortgage Loan for the reason indicated
below.
Mortgagor's Name:
Address:
Loan No.:
Reason for requesting file:
____ 1. Mortgage Loan paid in full.
The Servicer hereby certifies that all amounts received in
connection with the Mortgage Loan have been or will be,
following the Servicer's release of the Trustee Mortgage
File, credited to the Collection Account or the Distribution
Account pursuant to the Pooling and Servicing Agreement.)
____ 2. Mortgage Loan repurchased.
(The Servicer hereby certifies that the Purchase Price has
been credited to the Distribution Account pursuant to the
Pooling and Servicing Agreement.)
____ 3. Mortgage Loan substituted.
(The Servicer hereby certifies that a Substitute Mortgage
Loan has been assigned and delivered to you along with the
related Trustee Mortgage File pursuant to the Pooling and
Servicing Agreement.)
____ 4. The Mortgage Loan is being foreclosed.
____ 5. Other. (Describe)
The undersigned acknowledges that the above Trustee Mortgage File will be
held by the undersigned in accordance with the provisions of the Pooling and
Servicing Agreement and will be returned to you when no longer required by us,
except if the Mortgage Loan has been paid in full, repurchased, or substituted
for by a Substitute Mortgage Loan (in which case the Trustee Mortgage File
will be retained by us permanently).
Capitalized terms used without definition have the meanings given to them
in the Pooling and Servicing Agreement.
-----------------------------------
By:
--------------------------------
Name:
--------------------------
Title:
-------------------------
<PAGE>
EXHIBIT H-1
FORM OF INVESTOR REPRESENTATION LETTER
[date]
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 5th Floor
New York, New York 10010
LaSalle Bank National Association
135 S. LaSalle St., Suite 1625
Chicago, IL 60603
Re: Bank One Mortgage-Backed Pass-Through Certificates, Series 2000-1
Ladies and Gentlemen:
[_____________________________________________] (the "Purchaser") intends
to purchase from [_____________________________________________] (the
"Seller") Bank One Mortgage-Backed Pass-Through Certificates, Series 2000-1
Class [_] (the "Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of March 1, 2000,
among Credit Suisse First Boston Mortgage Securities Corp., as Depositor (the
"Company"), Bank One, National Association as seller and servicer, HomeSide
Lending, Inc., as servicer, and LaSalle Bank National Association, as Trustee
(the "Trustee"). Capitalized terms used in this letter without definition have
the meanings given to them in the Pooling and Servicing Agreement. The
Purchaser hereby certifies, represents, and warrants to, and covenants with,
the Company and the Trustee that:
1. The Purchaser understands that (a) the Certificates have not been and
will not be registered or qualified under the Securities Act of 1933, as
amended (the "Act") or any state securities law, (b) the Company is not
required to so register or qualify the Certificates, (c) the Certificates may
be resold only if registered and qualified pursuant to the Act or any state
securities law, or if an exemption from the registration and qualification is
available, (d) the Pooling and Servicing Agreement contains restrictions on
the transfer of the Certificates, and (e) the Certificates will bear a legend
to this effect.
2. The Purchaser is acquiring the Certificates for its own account for
investment only and not with a view to their distribution in any manner that
would violate the Act or any applicable state securities laws.
3. The Purchaser is a substantial, sophisticated institutional investor
having knowledge and experience in financial and business matters, and, in
particular, in the matters related to securities similar to the Certificates,
such that it is capable of evaluating the merits and risks of investment in
the Certificates. The Purchaser is able to bear the economic risks of an
investment in the Certificates. The Purchaser is an "accredited investor"
within the meaning of Rule 501(a)(1), (2), (3), or (7) under the Act.
4. The Purchaser has been furnished with, and has had an opportunity to
review (a) a copy of the Pooling and Servicing Agreement and (b) any other
information concerning the Certificates, the Mortgage Loans, and the Company
requested by it from the Company or the Seller that is relevant to its
decision to purchase the Certificates. The Purchaser has had any questions
arising from its review answered by the Company or the Seller to its
satisfaction.
5. The Purchaser has not and will not, nor has it authorized or will it
authorize, any person:
o to offer, pledge, sell, dispose of, or otherwise transfer any
Certificate, any interest in any Certificate, or any other similar
security to any person in any manner,
o to solicit any offer to buy or to accept a pledge, disposition of,
other transfer of any Certificate, any interest in any Certificate,
or any other similar security from any person in any manner,
o otherwise to approach or negotiate with respect to any Certificate,
any interest in any Certificate, or any other similar security with
any person in any manner,
o to make any general solicitation by means of general advertising or
in any other manner, or
o to take any other action,
that would constitute a distribution of any Certificate under the Act, that
would render the disposition of any Certificate a violation of Section 5 of
the Act or any state securities law, or that would require registration or
qualification pursuant to the Act or any state securities law. The Purchaser
will not sell or otherwise transfer any of the Certificates except in
compliance with the Pooling and Servicing Agreement.
6. The Purchaser
o is not an employee benefit or other plan subject to the prohibited
transaction provisions of ERISA, or Section 4975 of the Code (a "Plan"),
or any other person (including an investment manager, a named fiduciary,
or a Trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan; or
o is an insurance company, the source of funds to be used by it to purchase
the Certificates is an "insurance company general account" (within the
meaning of Department of Labor Prohibited Transaction Class Exemption
("PTCE") 95-60), and the purchase is being made in reliance on the
availability of the exemptive relief afforded under Sections I and III of
PTCE 95-60.
Very truly yours,
[Purchaser]
By: ______________________________
Name:
Title:
<PAGE>
EXHIBIT H-2
FORM OF TRANSFEROR REPRESENTATION LETTER
[date]
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 5th Floor
New York, New York 10010
LaSalle Bank National Association
135 S. LaSalle St., Suite 1625
Chicago, IL 60603
Re: Bank One Mortgage-Backed Pass-Through Certificates, Series 2000-1
Ladies and Gentlemen:
In connection with the sale by [______________] (the "Seller") to
[_______________] (the "Purchaser") of BankOne Mortgage-Backed Pass-Through
Certificates, Series 2000-1 Class [_] (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement, dated as of March 1, 2000, among Credit
Suisse First Boston Mortgage Securities Corp., as Depositor (the "Company"),
Bank One, National Association, as seller and servicer, HomeSide Lending,
Inc., as servicer, and LaSalle Bank National Association, as Trustee, the
Seller hereby certifies, represents, and warrants to, and covenants with, the
Company and the Trustee that:
The Seller has not and will not, and has not and will not authorize anyone
acting on its behalf:
o to offer, pledge, sell, dispose of, or otherwise transfer any
Certificate, any interest in any Certificate, or any other similar
security to any person in any manner,
o to solicit any offer to buy or to accept a pledge, disposition of, other
transfer of any Certificate, any interest in any Certificate, or any
other similar security from any person in any manner,
o otherwise to approach or negotiate with respect to any Certificate, any
interest in any Certificate, or any other similar security with any
person in any manner,
o to make any general solicitation by means of general advertising or in
any other manner, or
o to take any other action,
that would constitute a distribution of the Certificates under the Securities
Act of 1933 (the "Act"), that would render the disposition of any Certificate
a violation of Section 5 of the Act or any state securities law, or that would
require registration or qualification pursuant to the Act or any state
securities law. The Seller will not act in any manner listed in the foregoing
sentence with respect to any Certificate. The Seller has not and will not sell
or otherwise transfer any of the Certificates, except in compliance with of
the Pooling and Servicing Agreement.
Very truly yours,
[SELLER]
By: ______________________________
<PAGE>
EXHIBIT I
FORM OF RULE 144A INVESTMENT REPRESENTATION
Description of Rule 144A Securities, including numbers:
----------------------------------------
----------------------------------------
The undersigned seller, as registered holder (the "Seller"), intends to
transfer the Rule 144A Securities described above to the undersigned buyer
(the "Buyer").
1. In connection with the transfer and in accordance with the agreements
pursuant to which the Rule 144A Securities were issued, the Seller hereby
certifies the following facts: Neither the Seller nor anyone acting on its
behalf has offered, transferred, pledged, sold, or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities, or any other
similar security to, or solicited any offer to buy or accept a transfer,
pledge, or other disposition of the Rule 144A Securities, any interest in the
Rule 144A Securities, or any other similar security from, or otherwise
approached or negotiated with respect to the Rule 144A Securities, any
interest in the Rule 144A Securities, 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 Rule 144A Securities under the Securities Act
of 1933, as amended (the "1933 Act"), or that would render the disposition of
the Rule 144A Securities a violation of Section 5 of the 1933 Act, or require
registration pursuant to the 1933 Act or any state securities law, and that
the Seller has not offered the Rule 144A Securities to any person other than
the Buyer or another "qualified institutional buyer" as defined in Rule 144A
under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the Seller
and the Trustee that:
o The Buyer understands that the Rule 144A Securities have not been
registered under the 1933 Act or the securities laws of any state.
o The Buyer is a substantial, sophisticated institutional investor having
knowledge and experience in financial and business matters such that it is
capable of evaluating the merits and risks of investment in the Rule 144A
Securities.
o The Buyer has been furnished with all information regarding the Rule 144A
Securities that it has requested from the Seller, the Trustee, or the
Depositor and has received and reviewed a copy of the Private Placement
Memorandum for the Certificates.
o The Buyer has not and will not, and has not and will not authorize anyone
acting on its behalf:
o to offer, transfer, pledge, sell, or otherwise transfer the Rule 144A
Securities, any interest in the Rule 144A Securities, or any other similar
security to,
o to solicit any offer to buy or accept a transfer, pledge, or other
disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities, or any other similar security from,
o otherwise to approach or negotiate with respect to the Rule 144A
Securities, any interest in the Rule 144A Securities, or any other similar
security with, any person in any manner,
o to make any general solicitation by means of general advertising or in any
other manner, or
o to take any other action,
that would constitute a distribution of the Rule 144A Securities under the
1933 Act or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant to the
1933 Act or any state securities law.
e. The Buyer is a "qualified institutional buyer" as defined in Rule 144A
under the 1933 Act and has completed either of the forms of certification to
that effect attached as Annex 1 and Annex 2. The Buyer is aware that the sale
to it is being made in reliance on Rule 144A. The Buyer is acquiring the Rule
144A Securities for its own account or the accounts of other qualified
institutional buyers, understands that the Rule 144A Securities 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 1933 Act.
3. The Buyer (i) is not an employee benefit or other plan subject to the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the
Internal Revenue Code of 1986, as amended (the "Code"), nor a person acting,
directly or indirectly, on behalf of any plan, or using "plan assets" of any
plan to effect its purchase of the Certificate; or (ii) except in the case of
a Class R Certificate, is an insurance company, is acquiring the Certificate
solely with assets of its general account, and the general account satisfies
the conditions to the applicability of the exemptive relief available under
Sections I or III of U.S. Department of Labor Prohibited Transaction Class
Exemption 95-60.
IN WITNESS WHEREOF, each of the parties has executed this document as of the
date set forth below.
<TABLE>
<S> <C>
- ------------------------------- -----------------------------
Print Name of Seller Print Name of Buyer
By: ___________________________ By: _______________________________
Name: Name:
Title: Title:
- ------------------------------- -----------------------------
Taxpayer Identification: Taxpayer Identification:
No._________________________ No._________________________
Date:_________________________ Date:_________________________
</TABLE>
<PAGE>
ANNEX 1 TO EXHIBIT I
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President, or other executive officer of the Buyer.
2. 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 ("Rule 144A") because (i) the Buyer owned or invested on a
discretionary basis $__________ in securities (except for the excluded
securities referred to below) as of the end of the Buyer's most recent fiscal
year (the amount being calculated in accordance with Rule 144A) and (ii) the
Buyer satisfies the criteria in the category marked below.
/ / 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.
/ / Bank. The Buyer (a) is a national bank or banking institution organized
under the laws of the United States or any state, territory, or the
District of Columbia, the business of which is substantially confined to
banking and is supervised by the United States or a 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.
/ / Savings and Loan. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association,
or similar institution, that is supervised and examined by a state or
federal authority having supervision over any of those types of
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.
/ / 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 that is
subject to supervision by the insurance commissioner or a similar
official or agency of a state or 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.
/ / ERISA Plan. The Buyer is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.
/ / Investment Adviser. The Buyer is an investment adviser registered under
the Investment Advisers Act of 1940.
/ / SBIC. The 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. The Buyer is a business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
/ / Trust Fund. The Buyer is a trust fund whose Trustee is a bank or trust
company and whose participants are exclusively (a) plans 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, or (b) employee benefit plans within the
meaning of Title I of the Employee Retirement Income Security Act of
1974, but is not a trust fund that includes as participants individual
retirement accounts or H.R. 10 plans.
3. The term "securities" 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)
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.
4. For purposes of determining the aggregate amount of securities owned
or invested on a discretionary basis by the Buyer, the Buyer used the cost of
the securities to the Buyer and did not include any of the securities referred
to in the preceding paragraph. Further, in determining the aggregate amount,
the Buyer may have included securities owned by subsidiaries of the Buyer, but
only if the subsidiaries are consolidated with the Buyer in its financial
statements prepared in accordance with generally accepted accounting
principles and if the investments of the subsidiaries are managed under the
Buyer's direction. However, the 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.
5. The Buyer is familiar with Rule 144A and understands that the seller
to it and other parties are relying and will continue to rely on the
statements made in this certificate because one or more sales to the Buyer
will be in reliance on Rule 144A.
Will the Buyer be purchasing the Rule 144A Securities only for the
Buyer's own account?
/ / Yes / / No
6. If the answer to the foregoing question is "no," the Buyer agrees
that, in connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on Rule
144A, the Buyer will only purchase for the account of a third party that at
the time is a "qualified institutional buyer" within the meaning of Rule 144A.
In addition, the Buyer agrees that the Buyer will not purchase securities for
a third party unless the Buyer has obtained a current representation letter
from the third party or taken other appropriate steps contemplated by Rule
144A to conclude that the third party independently meets the definition of
"qualified institutional buyer" in Rule 144A.
7. The Buyer will notify each of the parties to which this certification
is made of any changes in the information and conclusions in this certificate.
Until that notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of the
purchase.
------------------------------
Print Name of Buyer
By: ___________________________
Name:
Title:
Date: ___________________
<PAGE>
ANNEX 2 TO EXHIBIT I
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this certification is attached:
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 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is the 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, 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 the securities was
used.
/ / 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 (the 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 (the amount being calculated in accordance with Rule 144A).
3. The term "Family of Investment Companies" 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" 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) bank deposit notes and certificates of deposit, (iii) loan
participations, (iv) repurchase agreements, (v) securities owned but subject
to a repurchase agreement, and (vi) currency, interest rate, and commodity
swaps.
5. The Buyer is familiar with Rule 144A and understands that each of the
parties to which this certification is made are relying and will continue to
rely on the statements made in this certificate 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. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions in
this certificate. Until that notice, the Buyer's purchase of Rule 144A
Securities will constitute a reaffirmation of this certification by the
undersigned as of the date of the purchase.
------------------------------
Print Name of Buyer
By: ___________________________
Name:
Title:
IF AN ADVISER:
------------------------------
Print Name of Buyer
Date:______________
<PAGE>
EXHIBIT J
FORM OF INVESTOR TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF ____________ )
: ss.:
COUNTY OF __________ )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] or [Name of Owner] (record or beneficial
owner (the "Owner") of the Class R[I][II] Certificates (the "Class R
Certificates")), a [savings institution] [corporation] duly organized and
existing under the laws of [the State of __________] [the United States], on
behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" as of [date of transfer] within the meaning of Section
860E(e)(5) of the Internal Revenue Code of 1986, as amended (the "Code"), (ii)
will endeavor to remain other than a disqualified organization for so long as
it retains its ownership interest in the Class R Certificates, and (iii) is
acquiring the Class R Certificates for its own account or for the account of
another Owner from which it has received an affidavit and agreement in
substantially the same form as this affidavit and agreement. A "Permitted
Transferee" is any person other than a "disqualified organization." (For this
purpose, a "disqualified organization" means the United States, any state or
political subdivision of the United States, any agency or instrumentality of
any of the foregoing (other than an instrumentality all of the activities of
which are subject to tax and, except for the Federal Home Loan Mortgage
Corporation, a majority of whose board of directors is not selected by any
governmental entity) or any foreign government, international organization, or
any agency or instrumentality of the foreign government or organization, any
electing large partnership under Section 775 of the Code, or any rural
electric or telephone cooperative, or any organization (other than certain
farmers' cooperatives) that is generally exempt from federal income tax unless
the organization is subject to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on
transfers of Class R Certificates to disqualified organizations under the
Code; (ii) that the tax would be on the transferor (or, with respect to
electing large partnerships, on the partnership), or, if the transfer is
through an agent (which includes a broker, nominee, or middleman) for a
non-Permitted Transferee, on the agent; (iii) that the person (other than for
transfers for electing large partnerships) otherwise liable for the tax will
be relieved of liability for the tax if the transferee furnishes to that
person an affidavit that the transferee is a Permitted Transferee and, at the
time of transfer, the person does not have actual knowledge that the affidavit
is false; and (iv) that the Class R Certificates may be "noneconomic residual
interests" within the meaning of the Treasury regulations under the Code and
that the transferor of a noneconomic residual interest will remain liable for
any taxes due on the income of the residual interest, if a significant purpose
of the transfer was to enable the transferor to impede the assessment or
collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity"
holding Class R Certificates if at any time during the taxable year of the
pass-through entity a non-Permitted Transferee is the record holder of an
interest in the entity. (For this purpose, a "pass-through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, a trust or estate, and certain cooperatives.)
5. That the Owner is aware that the Trustee will not register the
Transfer of any Class R Certificates unless the transferee, or the
transferee's agent, delivers to it an affidavit and agreement, among other
things, in substantially the same form as this affidavit and agreement. The
Owner agrees that it will not consummate any the transfer if it knows or
believes that any of the representations contained in the affidavit and
agreement are false.
6. That the Owner has reviewed the restrictions on the face of the Class
R Certificates and the provisions of Section 5.02 of the Pooling and Servicing
Agreement under which the Class R Certificates were issued. The Owner agrees
to be bound by and to comply with those restrictions and provisions.
7. That the Owner consents to any additional restrictions or arrangements
appropriate to constitute a reasonable arrangement to ensure that the Class R
Certificates will only be owned, directly or indirectly, by an Owner that is a
Permitted Transferee.
8. That the Owner's Taxpayer Identification Number is _____________.
9. That the Owner is a citizen or resident of the United States, a
corporation, partnership, or other entity created or organized in, or under
the laws of, the United States or any political subdivision of the United
States, or an estate or trust whose income from sources without the United
States is includable in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States.
10. That no purpose of the Owner relating to the purchase of the Class R
Certificate by the Owner is or will be to impede the assessment or collection
of tax.
11. That the Owner has no present knowledge or expectation that it will
be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding.
12. That the Owner has no present knowledge or expectation that it will
become insolvent or subject to a bankruptcy proceeding for so long as any of
the Certificates remain outstanding.
13. The Owner agrees to cooperate with the Trustee and to take any action
required of it by the Code or Treasury regulations under the Code (whether now
or hereafter promulgated) to create or maintain the REMIC status of the Trust
Fund.
14. The Owner agrees that it will not take any action that could endanger
the REMIC status of the Trust Fund or result in the imposition of tax on the
Trust Fund unless counsel for, or acceptable to, the Trustee has provided a
written opinion that the action will not result in the loss of the Trust
Fund's REMIC status or the imposition of tax on the Trust Fund, as applicable.
15, The Owner is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of the Code (a "Plan"), or
any other person (including an investment manager, a named fiduciary, or a
Trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan.
IN WITNESS WHEREOF, the Owner has caused this instrument to be executed
on its behalf, pursuant to the authority of its Board of Directors, by its
[Title of Officer] this __ day of _________________________.
[NAME OF OWNER]
By: ______________________________
[Name of Officer]
[Title of Officer]
personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and
to be the [Title of Officer] of the Owner, and acknowledged to me that he
executed the same as his free act and deed and the free act and deed of the
Owner. [or other appropriate wording for the state in which the affidavit is
notarized]
Subscribed and sworn before me this ____ day of
_________________________.
-----------------------------------
NOTARY PUBLIC
COUNTY OF _________________________
STATE OF _________________________
My Commission expires the
____day of ___________, 20___.
<PAGE>
EXHIBIT K
FORM OF TRANSFER CERTIFICATE
[date]
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 5th Floor
New York, New York 10010
LaSalle Bank National Association
135 S. LaSalle St., Suite 1625
Chicago, IL 60603
Re: Bank One Mortgage-Backed Pass-Through Certificates, Series
2000-1, Class R[I][II] (the "Certificates")
Ladies and Gentlemen:
This letter is delivered to you in connection with the sale by
[______________________ _______] (the "Seller") to
[_______________________________] (the "Purchaser") of a _____% Percentage
Interest in the Certificates, pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March
1, 2000 among Credit Suisse First Boston Mortgage Securities Corp. as
depositor (the "Depositor"), LaSalle Bank National Association, as Trustee
(the "Trustee") HomeSide Lending, Inc., as servicer, and Bank One, National
Association, as seller and servicer. Capitalized terms used without definition
have the meanings given to them in the Pooling and Servicing Agreement. The
Seller hereby certifies, represents, and warrants to, and covenants with, the
Depositor and the Trustee that:
1. No purpose of the Seller relating to sale of the Certificate by the
Seller to the Purchaser is or will be to enable the Seller to impede the
assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered to the Trustee
a transfer affidavit and agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit J. The Seller does not know or believe that any
representation contained in it is false.
3. The Seller has no actual knowledge that the proposed Transferee is not
a Permitted Transferee.
4. The Seller has no actual knowledge that the Purchaser would be
unwilling or unable to pay taxes due on its share of the taxable income
attributable to the Certificate.
5. The Seller has conducted a reasonable investigation of the financial
condition of the Purchaser and, as a result of the investigation, found that
the Purchaser has historically paid its debts as they came due, and found no
significant evidence to indicate that the Purchaser will not continue to pay
its debts as they come due in the future.
6. The Purchaser has represented to the Seller that, if the Certificate
is a noneconomic residual interest, it understands that as holder of a
noneconomic residual interest it may incur tax liabilities in excess of any
cash flows generated by the interest, and it intends to pay taxes associated
with its holding of the Certificate as they become due.
Very truly yours,
[SELLER]
By: ______________________________
Name:
Title:
<PAGE>
EXHIBIT L
Representations and Warranties of the Seller
Relating to the Mortgage Loans
(1) The information set forth in the Mortgage Loan Schedule attached
hereto as Schedule I is true and correct as of the Cut-Off Date.
(2) The Mortgage Note and the Mortgage are not assigned or pledged, and
immediately prior to the sale of the Mortgage Loan to the Purchaser the Seller
was the sole owner of record and holder thereof and with full right to
transfer and sell the Mortgage Loan to the Purchaser free and clear of any
encumbrance, equity, lien, pledge, charge, claim or security interest and with
full right and authority subject to no interest or participation of, or
(except to the limited extent provided in the Preliminary Statement) agreement
with, any other party, to sell and assign each Mortgage Loan pursuant to the
Mortgage Loan Purchase Agreement.
(3) The assignment of the Mortgage in favor of MERS and the assignment of
the Mortgage on the MERS(R) System to the Trustee constitutes the legal, valid
and binding assignment thereof from the person that executed such assignment
to the Trustee, and each such assignment is enforceable in accordance with its
terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally, and by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law.)
(4) The Mortgage is a valid, existing and enforceable first lien on the
Mortgaged Property, including all improvements on the Mortgaged Property
subject only to (A) the lien of current real property taxes and assessments
not yet due and payable, (B) covenants, conditions and restrictions, rights of
way, easements and other matters of the public record as of the date of
recording being acceptable to mortgage lending institutions generally and
specifically referred to in lender's title insurance policy delivered to the
originator of the Mortgage Loans and which do not adversely affect the
Appraised Value of the Mortgaged Property, and (C) 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. The
Mortgaged Property was not, as of the date of origination of the Mortgage
Loan, subject to a mortgage, deed of trust, deed to secure debt or other
security instrument creating a lien subordinate to the lien of the Mortgage.
(5) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments which have been recorded, if necessary to protect the interests of
the Trustee, and which are included in the Mortgage File, the substances of
which waiver, alteration or modification has been approved by the primary
mortgage insurer, if any, and by the title insurer, to the extent required by
the related policy and is reflected on the Mortgage Loan Schedule. No
instrument of waiver, alteration or modification has been executed, and no
Mortgagor has been released, in whole or in part, except in connection with an
assumption agreement approved by the primary mortgage insurer, if any, and
title insurer, to the extent required by the policy, and which assumption
agreement is part of the Mortgage File.
(6) There are no delinquent taxes, governmental assessments, insurance
premiums, leasehold payments, water, sewer and municipal charges, which
previously became due and remain unpaid. The Seller has not advanced funds,
received any advances of funds by any party other than the Mortgagor for the
payment of any amount required by any Mortgage, or induced, solicited directly
or indirectly, 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 later, to the day
which precedes by one month the Due Date of the first installment of principal
and interest;
(7) There is no proceeding pending or, to the best of the Seller's
knowledge threatened, for the total or partial condemnation of the related
Mortgaged Property. The Mortgaged Property is undamaged by waste, fire,
earthquake or earth movement, windstorm, flood, tornado or other casualty so
as to affect materially and adversely the value of the Mortgaged Property as
security for the Mortgage Loan or the use for which the premises were
intended.
(8) 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
the 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 which are not insured against by the title
insurance policy referenced in Paragraph (16).
(9) Except as insured against by the title insurance policy referenced in
Paragraph (16) below, all improvements which were considered in determining
the Appraised 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.
(10) No building located on or being part of the Mortgaged Property is in
violation of any applicable zoning law or regulation. All inspections,
licenses and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property to the extent customarily
obtained, with respect to the use and occupancy of the same have been made or
obtained from the appropriate authorities.
(11) All parties which have had any interest in the Mortgage, whether as
a mortgagee, assignee, pledge or otherwise, are (or, during the period in
which they held and disposed of such interest, were) (A) in compliance with
any and all applicable licensing requirements of the laws of the state wherein
the Mortgaged Property is located, and (B) either (i) organized under the laws
of such state, or (ii) qualified to do business in such state, or (iii)
federal savings and loan associations or national banks having principal
offices in such state, or (iv) not doing business in such state.
(12) All payments required to be made on or prior to the Cut-Off Date for
the Mortgage Loan under the terms of the Mortgage Note have been made and
credited.
(13) The Mortgage Note, the Mortgage and any other agreements executed in
connection therewith are genuine and each is the legal, valid and binding
obligation of the maker thereof, enforceable in accordance with its terms
except (x) as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally and by general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law) and (y) that
certain provisions of the related Mortgage Loan may not be enforceable in a
particular state, but any such unenforceability will not render the Mortgage
Loan documents invalid as a whole or substantially interfere with the
realization of the practical benefits or security provided thereby. All
parties to each Mortgage Note and the related Mortgage had legal capacity to
execute the Mortgage Note and the Mortgage, and each Mortgage Note and
Mortgage has been duly and properly executed by the Mortgagor.
(14) 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 or disclosure
laws applicable to the Mortgage Loan have been complied with.
(15) The proceeds of the Mortgage Loans have been fully disbursed, there
is no requirement for future advances thereunder, and any and all requirements
as to completion of any on-site or off-site improvements and as to
disbursements of any escrow funds therefor have been complied with. All costs,
fees and expenses incurred in making, or closing, or recording each Mortgage
and Mortgage Loan were paid, and the related Mortgagor is not entitled to any
refund of any amounts paid or due under the Mortgage Note or Mortgage.
(16) The Mortgage Loan is covered by an ALTA lender's title insurance
policy or other generally acceptable form of policy of insurance acceptable to
FNMA or FHLMC, issued by, and is the valid and binding obligation of, a title
insurer acceptable to FNMA and FHLMC and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring the Seller, its
successors and assigns, as to the first priority lien of the Mortgage in the
original principal amount of the Mortgage Loan, subject only to the exceptions
contained in clauses (A), (B) and (C) of Paragraph (4). The Seller is the sole
insured of such lender's title insurance policy, the assignment to the Trust
as the Purchaser's designee of the Seller's interest in such mortgage title
insurance policy does not require the consent of or notification to the
insurer, and such lender's title insurance policy is in full force and effect
and will be in force and effect upon the consummation of the transactions
contemplated by the Mortgage Loan Purchase Agreement and this Agreement. No
claims have been made under such lender's title insurance policy, and no prior
holder of the Mortgage, including the Seller, has done, by act or omission,
anything which would impair the coverage of such lender's title insurance
policy.
(17) All buildings securing each Mortgage Loan are insured by an insurer
acceptable to a prudent lender against loss by fire and such hazards as are
covered under a standard extended coverage endorsement, in an amount which is
not less than the outstanding principal balance of the Mortgage Loan or the
replacement value of the improvements securing such Mortgage Loan, whichever
is less. If the related Mortgaged Property is a condominium unit, it is
included under the coverage afforded by a blanket policy for the project. If
upon origination of the Mortgage Loan, the Mortgaged Property was in an area
identified in the Federal Register by the Federal Emergency Management Agency
as having special flood hazards (and such flood insurance has been made
available), a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration and FNMA is in effect. All
individual insurance policies contain a standard mortgagee clause naming the
Seller and its successors and assigns as mortgagee, and all premiums thereon
have been paid. The Mortgage obligates the Mortgagor thereunder to maintain
all such insurance 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.
(18) There is no monetary default, breach, violation or event of
acceleration existing under the Mortgage or the related Mortgage Note and, to
the best of the Seller's knowledge, there is no (a) material non-monetary
default, breach, violation or event of acceleration under the related Mortgage
Loan, or (b) event (other than payments due but not yet delinquent) which,
with the passage of time or with notice and the expiration of any grace or
cure period, would and does constitute a default, breach, violation or event
of acceleration. Neither the Seller nor its predecessors have waived any
default, breach, violation or event of acceleration. No foreclosure action is,
or has in the past, been threatened or commenced with respect to any Mortgage
Loan.
(19) Each Mortgage and 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 any Mortgage
or Mortgage Note, or the exercise of any right thereunder, render such
Mortgage or Mortgage Note unenforceable, in whole or in part, or subject it to
any right of rescission, set-off, counterclaim or defense, including the
defense of usury, and no such right of rescission, set-off, counterclaim or
defense has been asserted with respect thereto.
(20) The Mortgage Loan was originated by a savings and loan association,
a savings bank, a commercial bank, a credit union, an insurance company, or
similar institution which at the time of origination was, supervised and
examined by a federal or state authority or by a mortgagee approved by the
Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of
the National Housing Act.
(21) The Mortgage Note is payable in level monthly payments of principal
and interest, with interest calculated and payable in arrears, sufficient to
amortize the related Mortgage Loan fully by the stated maturity date, over an
original term of not more than thirty years from commencement of amortization.
(22) The Mortgage Note is not and has not been secured by any collateral,
pledged account or other security except the lien of the corresponding
Mortgage.
(23) The Mortgage Note or the related 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, including realization by judicial or, if applicable,
non-judicial foreclosure, or if a Mortgage evidenced by a deed of trust, by
trustee's sale, and there is no homestead or other exemption available to the
Mortgagor which would interfere with such right to foreclose or to sell the
Mortgaged Property.
(24) No Mortgagor is a debtor in any state or federal bankruptcy or
insolvency proceeding.
(25) The Mortgage contains an enforceable due on sale clause providing
for the acceleration of the payment of the unpaid principal balance of the
Mortgage Loan in the event that the Mortgaged Property, or any legal or
beneficial interest therein, is sold without the prior written consent of the
holder of the Mortgage.
(26) The Mortgaged Property consists of a fee simple estate in real
property. The Mortgaged Property consists of a single, contiguous 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
condominium project, or an individual unit in a planned unit development or a
townhouse, provided, however, that any condominium project or planned unit
development shall conform with the applicable FNMA requirements regarding such
dwellings, and no residence or dwelling is a mobile home or a manufactured
dwelling. As of the respective appraisal date for each Mortgaged Property, no
portion of the Mortgaged Property was being used for commercial purposes.
(27) Each such Mortgage Loan with a Loan-to-Value Ratio at origination in
excess of 80% is and will be subject either to (x) a Primary Mortgage
Insurance Policy, issued by a Fannie Mae or Freddie Mac approved insurer,
which provided private mortgage insurance in an amount meeting Fannie Mae and
Freddie Mac requirements or (y) a higher interest rate in lieu of obtaining
private mortgage insurance. All provisions of such Primary Mortgage Insurance
Policy have been and are being complied with, such policy is in full force and
effect, and all premiums due thereunder have been paid. Any Mortgage subject
to any such Primary Mortgage Insurance Policy obligates the Mortgagor
thereunder to maintain such insurance and to pay all premiums and charges in
connection therewith.
(28) Each Mortgage Loan was underwritten by the Seller to standards
prescribed by the Seller at the time the Mortgage Loan was originated.
(29) As of the Cut-off Date, no payment required under any Mortgage Loan
is more than 30 days past due. During the 12 month period immediately
preceding the Cut-Off Date no two payments required under any Mortgage Loan
have been simultaneously past due more than once and no Mortgage Loan has been
more than 30 days past due more than four times.
(30) The Mortgage Note, the Mortgage, each Assignment of Mortgage and any
other documents required to be delivered hereunder for each Mortgage Loan have
been delivered or will be delivered to the Trustee to the extent required
pursuant to this Agreement. Except as otherwise provided herein, all
applicable riders to the Mortgage and/or the Mortgage Note required by FNMA
under the FNMA Guides or by FHLMC are either in the Mortgage File or the
substance of each such rider is incorporated in the Mortgage Note, as
applicable, included in the Mortgage File, and the Mortgage Loan Documents for
each Mortgage Loan satisfy the document delivery requirements of FNMA and
FHLMC.
(31) 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
Cut-off Date (whether or not known to the Seller on or prior to such date)
which has resulted or will result in an exclusion from, denial of, or defense
from coverage under any Primary Mortgage Insurance Policy (including, without
limitation, any exclusions, denials or defenses which would limit or reduce,
or delay 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 Seller, 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.
(32) The Seller has no knowledge that with respect to any Mortgaged
Property (A) there is or has been any storage, disposal or discharge of
hazardous materials or substances on or affecting the Mortgaged Property, (B)
any events have occurred or conditions exist that constitute material
violations of the applicable local, state or federal environmental or public
health laws, or (C) any environmental or public health litigation or
administrative action by any private party or public authority is pending or
threatened with respect to the Mortgaged Property.
(33) The Seller knows of no condition or event involving any Mortgage or
the related Mortgaged Property, Mortgagor or such Mortgagor's credit standing
that can reasonably be expected to cause private institutional investors to
regard such Mortgage Loan as an unacceptable investment, cause such Mortgage
Loan to become delinquent or adversely affect such Mortgage Loan's value or
marketability.
(34) In the event the Mortgage constitutes a deed of trust, a trustee,
authorized and duly qualified under applicable law to serve as such, has
either been properly designated and currently so serves or may be substituted
in accordance with applicable law. Except in connection with a trustee's sale
after default by the Mortgagor, no fees or expenses are payable by the
Purchaser to such trustee.
(35) The related Mortgage File includes an appraisal of the related
Mortgaged Property, which appraisal was made in connection with the
origination of such Mortgage Loan by an appraiser certified under the laws of
state in which such Mortgaged Property is located, which appraiser has no
interest, direct or indirect, in the related Mortgaged Property or in any loan
made on the security thereof, and whose compensation is not affected by the
approval or disapproval of the related Mortgage Loan, and the appraisal and
appraiser both satisfy the requirements of 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 related Mortgage Loan
was originated.
(36) The Mortgagor has not notified the Servicer, and the Servicer has no
knowledge of any relief requested or allowed to the Mortgagor under the
Soldiers' and Sailors' Civil Relief Act of 1940, as amended.
(37) Any interest required to be paid to a Mortgagor has been properly
paid and credited.
(38) 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 Seller, 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. No Mortgage Loan has a balloon payment feature.
(39) No Mortgage Loan was made in connection with the construction of a
Mortgage Property other than a construction-to-permanent loan which has
converted to a permanent Mortgage Loan.
(40) Each Mortgage is a "qualified mortgage" for purposes of the REMIC
Provisions.
(41) No fraud was committed by the originator of the Mortgage Loan and
the Seller is not aware of any fact that would reasonably lead the Seller to
believe that any Mortgagor had committed fraud in connection with the
origination of such Mortgage Loan.
<PAGE>
EXHIBIT M
DETERMINATION DATE SERVICER MORTGAGE LOAN FILE FORMAT
