IN WITNESS OF the parties have executed this Agreement as of the date first mentioned above.
IN WITNESS OF which the parties to this Agreement have executed this Agreement the day and year first before written.
IN WITNESS OF which the parties have executed this document as a deed on the date set out above.
IN WITNESS OF which this Agreement has been executed and delivered as a deed on the first date written above.
IN WITNESS OF which the parties have signed this Agreement the day, month and year first above written. Signature: Signature:
IN WITNESS OF the parties hereto have caused this Owner Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written. PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV, Depositor By: ______________________________________ Name: Title: EMPIRE FUNDING CORP. By: ______________________________________ Name: Title: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee By: ______________________________________ Xxxxxx X. Xxxxxx Vice President U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Paying Agent By: ______________________________________ Name: Title: EXHIBIT A TO THE OWNER TRUST AGREEMENT FORM OF RESIDUAL INTEREST CERTIFICATE THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS RESIDUAL INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, EMPIRE FUNDING CORP.) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST UNDER THE ACT OR ANY STATE SECURITIES LAWS. EXCEPT AS PROVIDED IN SECTION 3.10(B) OF THE OWNER TRUST AGREEMENT, NO TRANSFER OF THIS RESIDUAL INTEREST CERTIFICATE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE MADE UNLESS THE OWNER TRUSTEE HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH TRANSFEREE (I) IS NOT (A) AN "EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, (B) A "PLAN" WITHIN THE MEANING OF SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY (EACH, A "BENEFIT PLAN INVESTOR"), AND (II) IS NOT DIRECTLY OR INDI...
