By__________________________. CERTIFICATE OF AUTHENTICATION Dated: ___________ This is one of the Notes of the series of Notes described in the within-mentioned Indenture. The Bank of New York, as Trustee, The Bank of New York, By _______________________ as Trustee or as Authentication Agent By__________________________ _________________________ Authorized Signatory Authorized Signatory (REVERSE) ____% NOTES DUE ___________ This Note is one of a duly authorized series of notes of the Company (herein sometimes referred to as the "Notes"), specified in the Indenture (as described below), all issued or to be issued in one or more series under and pursuant to an Indenture dated as of January 15, 1998 duly executed and delivered between the Company and The Bank of New York, as Trustee (the "Trustee"), (such Indenture, as amended and supplemented, being referred to herein as the "Indenture") to which Indenture reference is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Notes. By the terms of the Indenture, the Notes are issuable in series which may vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. [This series of Notes is limited to the aggregate principal amount of $___________.] [This Note is not subject to redemption prior to maturity.] [If applicable, insert - The Notes may be redeemed in whole or in part (if in part, by lot or by such other method as the Trustee shall deem fair or appropriate) prior to maturity at the option of the Company, at any time and from time to time, upon mailing a notice of such redemption not less than 30 nor more than 60 days prior to the date fixed for redemption to the holders of Notes, all as provided in the Indenture, at a redemption price equal to [_______________]] [if applicable -- the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption, plus the applicable premium.] In the event of redemption of this Note in part only, a new Note or Notes of this series for the unredeemed portion hereof will be issued in the name of the holder hereof upon the cancellation hereof. In case an Event of Default, as defined in the Indenture, with respect to the Notes of this series shall have occurred and be continuing, the principal of all of the Notes of this series may be declared, and upon such declaration shall become, due and payable, in the manner,...
By__________________________. (a) electronic payment to an account nominated by the Party entitled to receive the payment; or
By__________________________. The undersigned, as “Depository”, hereby certifies that the above described account has been established under Account Number ___________________, at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided above. _____________________________ (name of Depository) By_________________________
By__________________________. Title:______________________ OPTIONEE: ---------------------------- (Signature) ---------------------------- (Typed or Printed Name) Address: ---------------------------- ----------------------------
By__________________________. The undersigned, as "Depository", hereby certifies that the above described account has been established under Account Number ___________________, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation to the extent available under applicable law. ----------------------------- (name of Depository) By_________________________ EXHIBIT C ESCROW ACCOUNT LETTER AGREEMENT To: --------------------------------------- --------------------------------------- --------------------------------------- (the "Depository") As servicer under the Master Flow Sale and Servicing Agreement, dated as of August 1, 2003 Mortgage Loans, Group No. ______ (the "Agreement"), GMAC Mortgage Corporation (the "Company") hereby authorizes and requests you to certify that an account exists titled "GMAC Mortgage Corporation, in trust for the Owner as indicated on GMAC Mortgage Corporation's records and various mortgagors." All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. This letter is submitted to you in duplicate. Please execute and return one original to us. GMAC Mortgage Corporation
By__________________________. (i) The use of language (whether written or spoken) of a sexual nature; or
By__________________________. Authorized Signatory of DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee Morgan Stanley ABS Capital I Inc. Trust 2003-HE1 Mxxxxxxx Pass-Through Certificates This Certificate is one of a duly authorized issue of Certificates designated as Morgan Stanley ABS Capital I Inc. Trust 2003-HE1 Mortgage Pass-Thxxxxx Cxxxxxxxates, of the Series specified on the face hereof (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust Fund created by the Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement. The Record Date applicable to each Distribution Date is the last Business Day of the month next preceding the month of such Distribution Date. Distributions on this Certificate shall be made by wire transfer of immediately available funds to the account of the Holder hereof at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Trustee in writing at least five Business Days prior to the related Record Date and such Certificateholder shall satisfy the conditions to receive such form of payment set forth in the Agreement, or, if not, by check mailed by first class mail to the address...
By__________________________. Title_______________________ ASSIGNEE: ____________________________
By__________________________. Subscribed and sworn to before me this ______ day of __________________, 199____. _____________________________ NOTARY PUBLIC in and for said County and State Jd / P.S. --------------------- initials / initials "LESSEE" S & W of Las Vegas, L.L.C., a Delaware Limited Liability Company By: The New York Restaurant Group, Inc., a Delaware Corporation, Majority Member By: /s/ Xxxxx Xxxx ------------------------------ Xxxxx Xxxx Its: Authorized Officer Dated: 2/11/98 --------------------------- STATE OF NEW YORK ) ) ss. COUNTY OF __________)) This instrument was acknowledged before me on _____________, 199___ by ____________________ as Authorized Officer of The New York Restaurant Group, Inc. ________________________________________ By:_____________________________________ Subscribed and sworn to before me this ______ day of __________________, 199____. _____________________________ NOTARY PUBLIC in and for said County and State Jd / P.S. --------------------- initials / initials FIRST AMENDMENT TO LEASE AGREEMENT This First Amendment to Lease Agreement is made at Las Vegas, Nevada and entered into this 8th day of May, 1998, between The Xxxxxxxx Limited Partnership (hereinafter "Lessor") , and S & W of Las Vegas, L.L.C., a Delaware limited liability company (hereinafter "Lessee").
By__________________________. The undersigned, as "Depository", hereby certifies that the above described account has been established under Account Number ___________________, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation to the extent available under applicable law. ----------------------------- (name of Depository) By_________________________ EXHIBIT D FORM OF REQUEST FOR RELEASE OF DOCUMENTS To: RE: The Master Flow Sale and Servicing Agreement, Group 2003-NCFX8, dated as of August 1, 2003. In connection with the administration of the pool of Mortgage Loans held by you as Owner, we request the release, and acknowledge receipt, of the (Collateral File/[specify documents]) for the Mortgage Loan described below, for the reason indicated. Mortgagor's Name, Address & Zip Code: Mortgage Loan Number: Reason for Requesting Documents (check one)
