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Subscribers | 2004 |
Indenture and Servicing Agreement
Indenture and Servicing Agreement (406K)
Doc #1076599: Click preview link for longer preview.
Exhibit 10.2
INDENTURE AND SERVICING AGREEMENT
Dated as of May 27, 2004
by and among
CENDANT TIMESHARE 2004-1 RECEIVABLES FUNDING, LLC,
as Issuer
and
FAIRFIELD ACCEPTANCE CORPORATION — NEVADA,
as Servicer
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Collateral Agent
TABLE OF CONTENTS
Page
. . .
1076599
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 BofA Securities
As referenced in this Indenture and Servicing Agreement:
Banc of America Securities LLC – 1 Notes and $100,000,000 of the Class A-2 Notes at
the time such Notes were issued.
“Initial Purchasers” shall mean Credit Suisse First Boston LLC,
Banc of America Securities LLC , Greenwich Capital Markets, Inc., Calyon
Securities (USA) Inc., and Scotia Capital (USA), Inc.
“Insolvency Event” shall mean, with respect to a specified Person,
(a) the filing of
_____________
dt 1705343
;
Bank One
As referenced in this Indenture and Servicing Agreement:
Bank One, NA – shall mean the intercreditor and clearing
account agreement dated as of January 3, 2001, among Trendwest, LaSalle Bank
National Association, Wells Fargo Bank Minnesota, National Association, the
issuers named therein, Bank One, NA , Jupiter Securitization Corporation, TW
Holdings III, Key Bank National Association and any other bank serving as
clearing account bank, and other parties thereto by accession, as the same may
_____________
dt 1713560
;
CSFB LLC
As referenced in this Indenture and Servicing Agreement:
Credit Suisse First Boston LLC – 000 of the Class A-1 Notes and $100,000,000 of the Class A-2 Notes at
the time such Notes were issued.
“Initial Purchasers” shall mean Credit Suisse First Boston LLC ,
Banc of America Securities LLC, Greenwich Capital Markets, Inc., Calyon
Securities (USA) Inc., and Scotia Capital (USA), Inc.
“Insolvency Event” shall mean, with respect to a specified
_____________
dt 1703718
;
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Fleet Securities
As referenced in this Indenture and Servicing Agreement:
Fleet Securities, Inc – of this Indenture.
“Collateral Agency Agreement” shall mean the Collateral Agency
Agreement dated as of January 15, 1998 by and between Fleet National Bank as
predecessor Collateral Agent, Fleet Securities, Inc . as deal agent and the
secured parties named therein, as subsequently amended, including as amended by
the Eighth Amendment to the Collateral Agency Agreement dated as of May 27,
_____________
dt 1723877
;
Wachovia Bank
As referenced in this Indenture and Servicing Agreement:
WACHOVIA BANK, NA – AND SERVICING AGREEMENT
Dated as of May 27, 2004
by and among
CENDANT TIMESHARE 2004-1 RECEIVABLES FUNDING, LLC,
as Issuer
and
FAIRFIELD ACCEPTANCE CORPORATION — NEVADA,
as Servicer
and
WACHOVIA BANK, NA TIONAL ASSOCIATION,
as Trustee
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Collateral Agent
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.1
Definitions
4
Section 1.2
Other Definitional Provisions
_____________
WACHOVIA BANK, NA – 27, 2004
by and among
CENDANT TIMESHARE 2004-1 RECEIVABLES FUNDING, LLC,
as Issuer
and
FAIRFIELD ACCEPTANCE CORPORATION — NEVADA,
as Servicer
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee
and
WACHOVIA BANK, NA TIONAL ASSOCIATION,
as Collateral Agent
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.1
Definitions
4
Section 1.2
Other Definitional Provisions
29
Section 1.3
Intent and Interpretation
_____________
WACHOVIA BANK, NA – 2004-1 RECEIVABLES FUNDING, LLC, a limited liability
company organized under the laws of the State of Delaware, as issuer, FAIRFIELD
ACCEPTANCE CORPORATION-NEVADA, a Delaware corporation, as Servicer, and
WACHOVIA BANK, NA TIONAL ASSOCIATION, a national banking association, as trustee
and as collateral agent. This Indenture may be supplemented and amended from
time to time in accordance with Article XV hereof.
RECITALS
_____________
Wachovia Bank, Na – other secured parties, as such Collateral Agency Agreement may be amended,
supplemented or otherwise modified from time to time in accordance with its
terms.
“Collateral Agent” shall mean Wachovia Bank, Na tional Association
in its capacity as collateral agent under this Indenture and the Collateral
Agency Agreement or any successor collateral agent appointed under the
Collateral Agency Agreement.
“Collection Account&#
_____________
Wachovia
Bank, Na – the Fourth Amended and Restated
Custodial Agreement dated as of May 27, 2004 by and among the Issuer, Sierra
2002, Sierra 2003-1, Sierra 2003-2, the Depositor, FAC, Trendwest, Wachovia
Bank, Na tional Association, as Custodian, the Trustee and the Collateral Agent,
the Sierra 2002 Trustee, the Sierra 2003-1 Trustee, and the Sierra 2003-2
Trustee, as the same may be
_____________
dt 1718184
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Subscribers | 2006 |
Indenture and Servicing Agreement
Indenture and Servicing Agreement (401K)
Doc #2394085: Click preview link for longer preview.
INDENTURE AND SERVICING AGREEMENT
Dated as of July 11, 2006
by and among
SIERRA TIMESHARE 2006-1 RECEIVABLES FUNDING, LLC,
as Issuer
and
WYNDHAM CONSUMER FINANCE, INC.,
as Servicer
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
and
U.S. BANK NATIONAL ASSOCIATION,
as Collateral Agent
INDENTURE AND SERVICING AGREEMENT
THIS INDENTURE AND SERVICING AGREEMENT dated as of July 11, 2006 is by and among SIERRA TIMESHARE 2006-1 RECEIVABLES FUNDING, LLC, a limited liability company organized under the laws of the State of Delaware, as . . .
2394085
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BofA Securities
As referenced in this Indenture and Servicing Agreement:
Banc of America Securities LLC – and $225,000,000 of the Class A-2 Notes at the time such Notes were issued.
Initial Purchasers shall mean Credit Suisse Securities (USA) LLC, Greenwich Capital Markets, Inc., Banc of America Securities LLC , Calyon Securities (USA) Inc., Citigroup Capital Markets, Inc. and Scotia Capital (USA), Inc.
Insolvency Event shall mean, with respect to a specified Person, (a) the filing of a decree
_____________
dt 1688531
;
McGraw-Hill Companies
As referenced in this Indenture and Servicing Agreement:
McGraw-Hill Companies, Inc – 6(c).
Rule 144A Global Note shall have the meaning assigned thereto in Section 2.11.
S&P shall mean Standard & Poors Ratings Group, a division of The McGraw-Hill Companies, Inc . or any successor thereto.
Sale shall have the meaning specified in Section 11.13(a).
23
Sale and Assignment Agreement shall mean the Sale and Assignment Agreement dated as
_____________
dt 1624228
;
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Fannie Mae
As referenced in this Indenture and Servicing Agreement:
Federal National Mortgage Association – obligations; Farm Credit System (formerly Federal Land Banks, Federal Intermediate Credit Banks, and Banks for
27
Cooperatives) consolidated system-wide bonds and notes; Federal Home Loan Banks consolidated debt obligations; Federal National Mortgage Association debt obligations; Student Loan Marketing Association debt obligations which mature before September 30, 2008; Financing Corp. debt obligations; and Resolution Funding Corp. debt obligations.
Vacation Credits shall mean ownership
_____________
dt 1607041
;
ISDA
As referenced in this Indenture and Servicing Agreement:
ISDA – that the first Interest Accrual Period will begin on and include July 11, 2006 and end on and exclude the August 2006 Payment Date.
Interest Rate Swap shall mean the ISDA Master Agreement, together with the Schedule thereto, the Credit Support Annex and the Confirmation For U.S. Dollar Interest Rate Swap Transaction Under 1992 Master Agreement, each dated as
_____________
dt 1670794
;
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Subscribers | 2003 |
Mortgage Loan Purchase and Servicing Agreement
Mortgage Loan Purchase and Servicing Agreement (236K)
Doc #164224: Click preview link for longer preview.
MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT, dated as of September 5, 2003 (as amended, supplemented or otherwise modified and in effect from time to time, the Purchase Agreement), between VON KARMAN FUNDING LLC, a Delaware limited liability company, as purchaser (the Purchaser) and NEW CENTURY MORTGAGE CORPORATION, a California corporation, as seller and servicer (the Company, in its capacity as servicer hereunder, the Servicer and in its capacity as seller hereunder, the Seller).
W I T N E S S E T H
WHEREAS, the Purchaser has agreed to purchase from the Seller and the Seller has agreed to sell to the Purchaser from time to time Mortgage Loans constituting Eligible Loans until the termination of this Purchase Agreement in accordance with Section 11.1 hereof. The Company wishes to service each Mortgage Loan on behalf of the Purchaser after the sale and purchase thereof.
WHEREAS, the Purchaser and the Company, as Seller and Servicer, wish to prescribe the manner of purchase of the Mortgage Loans and the management, servicing and control of the Mortgage Loans.
WHEREAS, the Purchaser intends to sell the Mortgage Loans and the Servicer will arrange for the sale of the Mortgage Loans on behalf of the Purchaser to Mortgage Loan Buyers.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser and the Company, as the Seller and the Servicer, agree as follows:
ARTICLE 1
DEFINITIONS
Whenever used herein, the following words and phrases, unless the context otherwise requires, shall have the following meanings:
Acquisition Date Accrued Interest: With respect to any Mortgage Loan, the amount of interest, if any, accrued and unpaid on the date of acquisition of such Mortgage Loan by the Purchaser.
Affiliate: With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, control when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities (including, without limitation, partnership interests), by contract or otherwise and the terms controlling and controlled have meanings correlative to the foregoing.
Allocated Expenses: The meaning assigned to such term in the Security Agreement.
Appraised Value: The value set forth in an appraisal made in connection with the origination or subsequent servicing of the related Mortgage Loan as the value of the Mortgaged Property.
Assignment of Mortgage: An assignment of mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the sale of the Mortgage to the Purchaser.
Back-up Servicer: Ocwen Federal Bank FSB.
Bid Price: The meaning assigned to such term in Section 4.2(e) hereof.
BIF: The Bank Insurance Fund or any successor thereto.
Business Day: Any day other than (i) Saturday and Sunday or (ii) a day on which banking institutions or foreign exchange markets in New York City are authorized or required by law, regulation or executive order to be closed for business.
Calculation Agent: Citigroup Global Markets Inc. or its designee.
Cash Equivalent Investment. At any time, (a) securities with maturities of ninety (90) days or less from the date of acquisition issued or fully guaranteed or insured by the United States Government or any agency thereof, (b) certificates of deposit and eurodollar time deposits with maturities of ninety (90) days or less from the date of acquisition and overnight bank deposits of any commercial bank having capital and surplus in excess of $500,000,000, (c) repurchase obligations of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than seven days with respect to securities issued or fully guaranteed or insured by the United States Government, (d) commercial paper of a domestic issuer rated at least A-1+ or the equivalent thereof by S&P or P-1 or the equivalent thereof by Moodys, and in either case maturing within ninety (90) days after the day of acquisition, (e) securities with maturities of ninety (90) days or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A2 by Moodys, (f) securities with maturities of ninety (90) days or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (b) of this definition, or (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.
Cash-Out Refinancing Loan: A refinancing transaction with respect to a Mortgage Loan, in which the amount received from the refinancing loan exceeds the aggregate amount required for (x) repayment of the existing Mortgage Loan, plus closing costs and fees, and (y) satisfaction of any outstanding subordinate mortgage liens, by an amount in excess of the lesser of (i) $2,000, or (ii) two percent (2%) of the Mortgage Loan, and the terms of the Mortgage Note allows the relevant Mortgagor to receive such excess amount for any purpose.
164224
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BofA Securities
As referenced in this Mortgage Loan Purchase and Servicing Agreement:
Banc of America Securities – result, such Secured Liquidity Note is converted to an Extended Note pursuant to the Security Agreement.
SLN Placement Agent: Citigroup Global Markets Inc., Banc of America Securities LLC, and such others as may be appointed by the Purchaser from time to time, each as a SLN Placement Agent pursuant to
_____________
dt 93702
;
Citibank
As referenced in this Mortgage Loan Purchase and Servicing Agreement:
Citibank, N.A. – dated as of the date hereof, among the Purchaser, the Company and the SLN Placement Agents.
Special Member: Kenneth J. Uva.
Swap Counterparty: Citibank, N.A. while it is a party to the Total Return Swap, or any other Person which is a commercial bank or financial institution
_____________
CITIBANK, N.A. – forth in (x) the second paragraph of Section 4.3, and (y) the last sentence of Section 11.2 of this Purchase Agreement:
CITIBANK, N.A. ,
as Swap Counterparty
By:
/s/ STEVE INCONTRO
Name: Steve Incontro
Title: Director
EXHIBIT A
TRANSFER SUPPLEMENT
[date]
Von Karman Funding LLC
Purchase
_____________
dt 146038
;
Citibank
As referenced in this Mortgage Loan Purchase and Servicing Agreement:
Citibank, N.A. – dated as of the date hereof, among the Purchaser, the Company and the SLN Placement Agents.
Special Member: Kenneth J. Uva.
Swap Counterparty: Citibank, N.A. while it is a party to the Total Return Swap, or any other Person which is a commercial bank or financial institution
_____________
CITIBANK, N.A. – forth in (x) the second paragraph of Section 4.3, and (y) the last sentence of Section 11.2 of this Purchase Agreement:
CITIBANK, N.A. ,
as Swap Counterparty
By:
/s/ STEVE INCONTRO
Name: Steve Incontro
Title: Director
EXHIBIT A
TRANSFER SUPPLEMENT
[date]
Von Karman Funding LLC
Purchase
_____________
dt 146038
;
|
Citigroup Global
As referenced in this Mortgage Loan Purchase and Servicing Agreement:
Citigroup Global Markets – exchange markets in New York City are authorized or required by law, regulation or executive order to be closed for business.
Calculation Agent: Citigroup Global Markets Inc. or its designee.
Cash Equivalent Investment. At any time, (a) securities with maturities of ninety (90) days or less from the date
_____________
Citigroup Global Markets – Maturity and, as a result, such Secured Liquidity Note is converted to an Extended Note pursuant to the Security Agreement.
SLN Placement Agent: Citigroup Global Markets Inc., Banc of America Securities LLC, and such others as may be appointed by the Purchaser from time to time, each as a
_____________
dt 107622
;
DB Trust
As referenced in this Mortgage Loan Purchase and Servicing Agreement:
Deutsche Bank Trust Co – of the Treasury regulations issued pursuant thereto.
Collateral Account: The meaning assigned to such term in Section 4.6(b) hereof.
Collateral Agent: Deutsche Bank Trust Co mpany Americas, not in its individual capacity but solely as collateral agent under the Security Agreement, or any successor collateral agent under the
_____________
Deutsche Bank Trust Co – 31st day of a month), then on the last day of such third calendar month, without giving effect to any Monthly Advance.
Depositary: Deutsche Bank Trust Co mpany Americas, in its capacity as depositary under the Depositary Agreement, or any successor depositary under the Depositary Agreement.
Depositary Agreement: The depositary
_____________
Deutsche Bank Trust Co – Funding LLC, as purchaser (the Purchaser) and (ii) Security Agreement, dated as of September 5, 2003 (the Security Agreement), between the Purchaser and Deutsche Bank Trust Co mpany Americas, as Collateral Agent, each as may be amended, modified or supplemented. Capitalized terms used and not defined herein shall have the
_____________
Deutsche Bank Trust Co – Funding LLC
By:
New Century Mortgage Corporation,
as Manager
By:
Name:
Title:
B-3
New Century Mortgage Corporation,
as Servicer
By:
Name:
Title:
Deutsche Bank Trust Co mpany Americas,
as Collateral Agent
By:
Name:
Title:
B-4
EXHIBIT C
[RESERVED]
EXHIBIT D
FORM OF SERVICER REPORT
SECTION 1: ALLOCATED EXPENSE
_____________
dt 113804
;
More... |
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Subscribers | 2003 |
Pooling and Servicing Agreement
Pooling and Servicing Agreement (442K)
Doc #163063: Click preview link for longer preview.
SEQUOIA RESIDENTIAL FUNDING, INC.
Depositor
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
Master Servicer and Securities Administrator
and
HSBC BANK USA
Trustee
---------------------------
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 2003
---------------------------
SEQUOIA MORTGAGE TRUST 2003-6
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
{S} {C}
ARTICLE I DEFINITIONS ...........................................
Section 1.01. Definitions....................................................................................... 10
Section 1.02. Calculations Respecting Mortgage Loans............................................................ 44
ARTICLE II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES................................................... 44
Section 2.01. Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans.............................. 44
Section 2.02. Acceptance of Trust Fund by Trustee; Review of Documentation for Trust Fund....................... 47
Section 2.03. Representations and Warranties of the Depositor................................................... 48
Section 2.04. Discovery of Breach; Repurchase or Substitution of Mortgage Loans................................. 49
Section 2.05 [Reserved]........................................................................................ 52
Section 2.06. Grant Clause...................................................................................... 52
ARTICLE III THE CERTIFICATES .....................................
Section 3.01. The Certificates.................................................................................. 53
Section 3.02. Registration...................................................................................... 54
Section 3.03. Transfer and Exchange of Certificates............................................................. 54
Section 3.04. Cancellation of Certificates...................................................................... 57
Section 3.05. Replacement of Certificates....................................................................... 58
Section 3.06. Persons Deemed Owners............................................................................. 58
Section 3.07. Temporary Certificates............................................................................ 58
Section 3.08. Appointment of Paying Agent....................................................................... 59
Section 3.09. Book-Entry Certificates........................................................................... 59
ARTICLE IV ADMINISTRATION OF THE TRUST FUND ...............................
Section 4.01. Custodial Accounts; Distribution Account.......................................................... 61
Section 4.02 [Reserved]........................................................................................ 62
Section 4.03 [Reserved]........................................................................................ 62
Section 4.04. Reports to Trustee and Certificateholders......................................................... 62
ARTICLE V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES ........................ 64
Section 5.01. Distributions Generally........................................................................... 64
Section 5.02. Distributions from the Distribution Account....................................................... 65
Section 5.03. Allocation of Losses.............................................................................. 69
Section 5.04. Advances by Master Servicer....................................................................... 70
Section 5.05. Compensating Interest Payments.................................................................... 70
Section 5.06. Reserve Fund...................................................................................... 70
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C}
ARTICLE VI CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS OF DEFAULT ..........
Section 6.01. Duties of Trustee and the Securities Administrator................................................ 72
Section 6.02. Certain Matters Affecting the Trustee and the Securities Administrator............................ 75
Section 6.03. Trustee and Securities Administrator Not Liable for Certificates.................................. 76
Section 6.04. Trustee and the Securities Administrator May Own Certificates..................................... 77
Section 6.05. Eligibility Requirements for Trustee.............................................................. 77
Section 6.06. Resignation and Removal of Trustee and the Securities Administrator............................... 77
Section 6.07. Successor Trustee and Successor Securities Administrator.......................................... 78
Section 6.08. Merger or Consolidation of Trustee or the Securities Administrator................................ 79
Section 6.09. Appointment of Co-Trustee, Separate Trustee or Custodian.......................................... 79
Section 6.10. Authenticating Agents............................................................................. 81
Section 6.11. Indemnification of the Trustee and the Securities Administrator................................... 82
Section 6.12. Fees and Expenses of Securities Administrator and the Trustee..................................... 82
Section 6.13. Collection of Monies.............................................................................. 83
Section 6.14. Events of Default; Trustee To Act; Appointment of Successor....................................... 83
Section 6.15. Additional Remedies of Trustee Upon Event of Default.............................................. 86
Section 6.16. Waiver of Defaults................................................................................ 86
Section 6.17. Notification to Holders........................................................................... 87
Section 6.18. Directions by Certificateholders and Duties of Trustee During Event of Default.................... 87
Section 6.19. Action Upon Certain Failures of the Master Servicer and Upon Event of Default..................... 87
Section 6.20. Preparation of Tax Returns and Other Reports...................................................... 87
ARTICLE VII PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST FUND ................
Section 7.01. Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All
Mortgage Loans.................................................................................... 89
Section 7.02. Procedure Upon Termination of Trust Fund.......................................................... 90
Section 7.03. Additional Trust Fund Termination Requirements.................................................... 91
ARTICLE VIII RIGHTS OF CERTIFICATEHOLDERS .................................
Section 8.01. Limitation on Rights of Holders................................................................... 92
Section 8.02. Access to List of Holders......................................................................... 93
Section 8.03. Acts of Holders of Certificates................................................................... 93
ARTICLE IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER ............
Section 9.01. Duties of the Master Servicer; Enforcement of Servicer's and Master Servicer's Obligations........ 94
{/TABLE}
ii
{PAGE}
{TABLE}
{S} {C}
Section 9.02 Assumption of Master Servicing by Trustee......................................................... 96
Section 9.03. Representations and Warranties of the Master Servicer............................................. 96
Section 9.04. Compensation to the Master Servicer............................................................... 98
Section 9.05. Merger or Consolidation........................................................................... 98
Section 9.06. Resignation of Master Servicer.................................................................... 99
Section 9.07. Assignment or Delegation of Duties by the Master Servicer......................................... 99
Section 9.08. Limitation on Liability of the Master Servicer and Others......................................... 99
Section 9.09. Indemnification; Third-Party Claims............................................................... 100
ARTICLE X REMIC ADMINISTRATION .......................................
Section 10.01. REMIC Administration.............................................................................. 100
Section 10.02. Prohibited Transactions and Activities............................................................ 103
Section 10.03. Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status................... 103
Section 10.04. REO Property...................................................................................... 104
ARTICLE XI MISCELLANEOUS PROVISIONS ................................... 104
Section 11.01. Binding Nature of Agreement; Assignment........................................................... 104
Section 11.02. Entire Agreement.................................................................................. 104
Section 11.03. Amendment......................................................................................... 105
Section 11.04. Voting Rights..................................................................................... 106
Section 11.05. Provision of Information.......................................................................... 106
Section 11.06. Governing Law..................................................................................... 106
Section 11.07. Notices........................................................................................... 107
Section 11.08. Severability of Provisions........................................................................ 107
Section 11.09. Indulgences; No Waivers........................................................................... 107
Section 11.10. Headings Not To Affect Interpretation............................................................. 107
Section 11.11. Benefits of Agreement............................................................................. 108
Section 11.12. Special Notices to the Rating Agencies............................................................ 108
Section 11.13. Conflicts......................................................................................... 109
Section 11.14. Counterparts...................................................................................... 109
Section 11.15 No Petitions...................................................................................... 109
{/TABLE}
iii
{PAGE}
ATTACHMENTS
Exhibit A Forms of Certificates
Exhibit B Form of Residual Certificate Transfer Affidavit (Transferee)
Exhibit C Form of Residual Certificate Transfer Affidavit (Transferor)
Exhibit D Form of Custody Agreement
Exhibit E List of Servicing Agreements
Exhibit F List of Purchase Agreements
Exhibit G List of Limited Purpose Surety Bonds
Exhibit H Form of Rule 144A Transfer Certificate
Exhibit I Form of Purchaser's Letter for Institutional Accredited
Investors
Exhibit J Form of ERISA Transfer Affidavit
Exhibit K Form of Letter of Representations with the Depository Trust
Company
Exhibit L [Reserved]
Exhibit M Form of Certification to be Provided to the Depositor by the
Securities Administrator
Schedule A Mortgage Loan Schedule
iv
{PAGE}
This POOLING AND SERVICING AGREEMENT, dated as of October 1, 2003 (the
"Agreement"), by and among SEQUOIA RESIDENTIAL FUNDING, INC., a Delaware
corporation, as depositor (the "Depositor"), HSBC Bank USA, a New York banking
corporation, as trustee (the "Trustee"), and WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, in its dual capacities as master servicer (the "Master
Servicer") and securities administrator (the "Securities Administrator") and
acknowledged by RWT HOLDINGS, INC., a Delaware corporation, as seller (the
"Seller"), for purposes of Section 2.04.
PRELIMINARY STATEMENT
The Depositor has acquired the Mortgage Loans from the Seller and at
the Closing Date is the owner of the Mortgage Loans and the other property being
conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust
Fund. On the Closing Date, the Depositor will acquire the Certificates from the
Trustee as consideration for the Depositor's transfer to the Trust Fund of the
Mortgage Loans and the other property constituting the Trust Fund. The Depositor
has duly authorized the execution and delivery of this Agreement to provide for
the conveyance to the Trustee of the Mortgage Loans and the other property
constituting the Trust Fund. All covenants and agreements made by the Seller in
the Mortgage Loan Purchase and Sale Agreement and in this Agreement and by the
Depositor, the Master Servicer, the Securities Administrator and the Trustee
herein, with respect to the Mortgage Loans and the other property constituting
the Trust Fund, are for the benefit of the Holders from time to time of the
Certificates. The Depositor, the Trustee, the Master Servicer and the Securities
Administrator are entering into this Agreement, and the Trustee is accepting the
Trust Fund created hereby, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.
As provided herein, the Trustee shall elect that the Trust Fund
(exclusive of the Additional Collateral and the assets held in the Reserve Fund)
be treated for federal income tax purposes as comprising three real estate
mortgage investment conduits (each, a "REMIC" or, in the alternative, the
"Lower-Tier REMIC," the "Middle-Tier REMIC," and the "Upper-Tier REMIC"). Each
Certificate, other than the Class A-R and Class LT-R Certificate, is hereby
designated as a regular interest in the Upper-Tier REMIC, as described herein.
In addition, each of the LIBOR Certificates represents the right to receive
payments in respect of Net WAC Shortfalls from the Reserve Fund as provided in
Section 5.02 and Section 5.06. The owners of the Interest-Only Certificates
beneficially own the Reserve Fund. The Class A-R Certificate is hereby
designated as the sole class of residual interest in the Upper-Tier REMIC. The
Class LT-R Certificate evidences ownership of the sole class of residual
interest in the Middle-Tier
REMIC (the MT-R Interest) and the sole class of residual interest in the
Lower-Tier REMIC (the LT-R Interest).
The Lower-Tier REMIC shall hold as assets all property of the Trust
Fund other than the Additional Collateral, the assets held in the Reserve Fund,
and the interests in any REMIC formed hereby. Each Lower-Tier Interest other
than the LT-R Interest is hereby designated as a regular interest in the
Lower-Tier REMIC and the LT-R Interest is hereby designated as the sole Class of
residual interest in the Lower-Tier REMIC. The Middle-Tier REMIC shall hold as
assets the Lower-Tier Interests other than the LT-R Interest. Each Middle-Tier
Interest other than the MT-R Interest is hereby designated as a regular interest
in the Middle-Tier REMIC and the MT-R Interest is hereby designated as the sole
Class of residual interest in the Middle-Tier REMIC. The Upper-Tier REMIC shall
hold as assets the Middle-Tier Interests other than the MT-R Interests.
{PAGE}
THE LOWER-TIER REMIC.
The following table specifies the Class designation, interest rate, and
initial Class Principal Amount for each Class of Lower-Tier Interests:
163063
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BofA Securities
As referenced in this Pooling and Servicing Agreement:
Banc of America Securities – the related Mortgage Pool immediately prior to such
Distribution Date.
42
{PAGE}
Underwriters: Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Banc of America Securities LLC and Greenwich
Capital Markets, Inc.
Underwriter's Exemption: Prohibited Transaction Exemption ("PTE") 90-24
as most recently amended and restated by PTE
_____________
dt 93700
;
McGraw-Hill Companies
As referenced in this Pooling and Servicing Agreement:
McGraw-Hill
Companies, Inc – R
Certificate.
Restricted Global Security: As defined in Section 3.01(c).
S&P: Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc ., or any successor in interest.
SAIF: The Saving's Association Insurance Fund, or any successor
thereto.
Schedule of Exceptions: With respect to
_____________
McGraw-Hill Companies, Inc – York, New York 10007
Attention: Residential Mortgages
108
{PAGE}
If to S&P, to:
Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc .
55 Water Street
New York, New York 10041
Attention: Residential Mortgages
If to Fitch Ratings, to:
Fitch, Inc.
One State Street Plaza
_____________
dt 310957
;
Fannie Mae
As referenced in this Pooling and Servicing Agreement:
Federal National Mortgage
Association – or circumstances enumerated
in Section 6.14.
Fannie Mae: The entity formerly known as the Federal National Mortgage
Association , a federally chartered and privately owned corporation organized and
existing under the Federal National
_____________
Federal National Mortgage Association – 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
_____________
dt 80463
;
|
BofA
As referenced in this Pooling and Servicing Agreement:
Bank of America, – Mortgage Loan Sale and Servicing Agreement, dated as of April
1, 2003, between RWT and Bank of America, N.A., as modified by the
related Acknowledgements.
E-1
{PAGE}
EXHIBIT F
LIST
Bank of America, – Mortgage Loan Sale and Servicing Agreement, dated as of April
1, 2003, between RWT and Bank of America, N.A., as modified by the
related Acknowledgements.
5. The Master Mortgage Loan Purchase
dt 40243
;
MLBFS
As referenced in this Pooling and Servicing Agreement:
Merrill Lynch, Pierce,
Fenner & Smith – Mortgage Pool immediately prior to such
Distribution Date.
42
{PAGE}
Underwriters: Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Banc of America Securities LLC and Greenwich
Capital Markets, Inc.
Underwriter's Exemption:
dt 44000
;
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Subscribers | 2003 |
Pooling and Servicing Agreement
Pooling and Servicing Agreement (550K)
Doc #166637: Click preview link for longer preview.
This Pooling and Servicing Agreement, dated and effective as of February 1, 2003 (this Agreement), is executed by and among Washington Mutual Mortgage Securities Corp., as depositor and Master Servicer (the Company), U.S. Bank National Association, a national banking association with a corporate trust office at 1 Federal Street, Third Floor, Boston, MA 02110, as Trustee (the Trustee), and Christiana Bank & Trust Company, as Delaware Trustee (the Delaware Trustee). Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in Article I hereof.
PRELIMINARY STATEMENT
The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates), and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates, representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Company is entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.
The Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated November 21, 2002, and a Prospectus Supplement, dated February 20, 2003, (as supplemented by a Supplement dated February 26, 2003), of the Company (together, the Prospectus). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated February 25, 2003. The Trust created hereunder is intended to be the Trust described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the Certificates described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates:
1
REMIC I Interests
Class Designation for
each REMIC I Regular
Interest and the Class
R-1 Residual Interest
Type of
Interest
Certificate
Interest
Rate (1)
Initial Class
Principal
Balance
Final Maturity
Date*
Class A-1-L
Regular
5.500%
$ 34,893,000.00
April 2033
Class A-2-L
Regular
5.500%
25,000,000.00
April 2033
Class A-3-L
Regular
5.500%
118,965,000.00
April 2033
Class A-4-L
Regular
5.500%
41,987,000.00
April 2033
Class A-5-L
Regular
5.500%
41,900,000.00
April 2033
Class A-6-L
Regular
5.500%
1,000,000.00
April 2033
Class A-7-L
Regular
5.500%
42,322,819.00
April 2033
Class A-8-L
Regular
(2)
95,218,387.00
April 2033
Class A-9-L
Regular
(3)
34,624,869.00
April 2033
Class X-L
Regular
(4)
------
April 2033
Class P-L
Regular
(4)
419,535.63
April 2033
Class B-1-L
Regular
5.500%
5,829,000.00
April 2033
Class B-2-L
Regular
5.500%
2,242,000.00
April 2033
Class B-3-L
Regular
5.500%
1,794,000.00
April 2033
Class B-4-L
Regular
5.500%
673,000.00
April 2033
Class B-5-L
Regular
5.500%
897,000.00
April 2033
Class B-6-L
Regular
5.500%
672,841.36
April 2033
Class R-1
Residual
5.500%
100.00
April 2033
*
The Distribution Date in the specified month, which is the Distribution Date in the month following the month the latest maturing Mortgage Loan matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the latest possible maturity date shall be the Final Maturity Date.
The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.
(1)
Interest distributed to the REMIC I Regular Interests (other than the Class P-L Regular Interest, which shall not be entitled to receive any distributions of interest) and the Class R-1 Residual Interest on each Distribution Date will have accrued at the applicable per annum Certificate Interest Rate on the applicable Class Principal Balance or Class Notional Amount outstanding immediately before such Distribution Date.
(2)
The Certificate Interest Rate for the Class A-8-L Regular Interest shall equal LIBOR plus 1.500%, subject to a minimum and maximum Certificate Interest Rate of 1.500% and 7.500% per annum, respectively.
(3)
The Certificate Interest Rate for the Class A-9-L Regular Interest shall equal 16.500% minus the product of LIBOR and 2.750, subject to a minimum and maximum Certificate Interest Rate of 0.000% and 16.500% per annum, respectively.
(4)
For each Distribution Date, the Certificate Interest Rate for the Class X-L Regular Interest shall equal the weighted average (as of the second preceding Due Date), for each Premium Rate Mortgage Loan, of the Stripped Interest Rates of such Premium Rate Mortgage Loans. The Class X-L Regular Interest shall accrue interest on the Class X Notional Amount. The Class X-L Regular Interest shall not be entitled to receive any distributions of principal.
(5)
The Class P-L Regular Interest shall not be entitled to receive any distributions of interest.
As provided herein, with respect to REMIC I, the Company will cause an election to be made on behalf of REMIC I to be treated for federal income tax purposes as a REMIC. The REMIC I Regular Interests will be designated regular interests in REMIC I and the Class R-1 Residual Interest will be designated the sole class of residual interest in REMIC I, for purposes of the REMIC Provisions.
166637
|
BofA Securities
As referenced in this Pooling and Servicing Agreement:
Banc of America Securities – REMIC I Regular Interests, pro rata according to the amount of interest accrued but unpaid on each such Class, in reduction thereof.
Underwriter: Banc of America Securities LLC.
Underwriting Standards: The underwriting standards of the Company, Washington Mutual Bank, FA or Washington Mutual Bank, a Washington state chartered savings bank,
_____________
dt 93708
;
McGraw-Hill Companies
As referenced in this Pooling and Servicing Agreement:
McGraw-Hill Companies, Inc – referred because of such officers knowledge of and familiarity with the particular subject.
S&P : Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc ., provided that at any time it be a Rating Agency.
Secretary of State: The Secretary of State of the State of Delaware.
_____________
dt 311028
;
Fannie Mae
As referenced in this Pooling and Servicing Agreement:
Federal National Mortgage Association – Federal Housing Administration, or any successor thereto.
Fannie Mae: The entity formerly known as the Federal National Mortgage Association , or any successor thereto.
Final Maturity Date: With respect to each Class of the
_____________
dt 80515
;
|
Barclays Bank
As referenced in this Pooling and Servicing Agreement:
Barclays Bank PLC, – such Cooperative Loan.
Record Date: The last Business Day of the month immediately preceding the month of the related Distribution Date.
Reference Banks: Barclays Bank PLC, Deutsche Bank and JPMorgan Chase Bank or, if any such bank shall cease to provide quotations for one-month United States dollar
_____________
dt 108514
;
Freddie Mac
As referenced in this Pooling and Servicing Agreement:
Freddie Mac
– Excess Liquidation Proceeds
17
FDIC
17
FHA
18
Fannie Mae
18
Final Maturity Date
18
Fitch
18
Fraud Coverage
18
Fraud Loss
18
Freddie Mac
18
Indirect DTC Participants
18
Initial Custodial Agreement
18
Initial Custodian
19
Insurance Proceeds
19
Interest Distribution Amount
19
Investment Account
19
_____________
Freddie Mac: – of, or defense to coverage which otherwise would be provided by a Primary Insurance Policy previously issued with respect to such Mortgage Loan.
Freddie Mac: The entity formerly known as the Federal Home Loan Mortgage Corporation, or any successor thereto.
Indirect DTC Participants: Entities such as banks,
_____________
Freddie Mac, – or of any State or political subdivision thereof if all of its activities are subject to tax, and, with the exception of the Freddie Mac, a majority of its board of directors is not selected by such governmental unit.
28
Person: Any individual, corporation, limited liability company,
_____________
/Freddie Mac – Policy holds a rating acceptable to the Rating Agencies;
(xiv)
Each Mortgage (exclusive of any riders thereto) was documented by appropriate Fannie Mae/Freddie Mac mortgage instruments in effect at the time of origination, or other instruments approved by the Company;
58
(xv)
As of the Closing Date,
_____________
Freddie Mac – such units met the applicable Underwriting Standards, are located in a condominium or planned unit development projects which have received Fannie Mae or Freddie Mac approval, or are approvable by Fannie Mae or Freddie Mac or have otherwise been approved by the Company;
(xviii)
None of the Mortgage
_____________
dt 230253
;
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Subscribers | 2002 |
Pooling and Servicing Agreement
Pooling and Servicing Agreement (711K)
Doc #1288607: Click preview link for longer preview.
POOLING AND SERVICING AGREEMENT
Relating to
CENTEX HOME EQUITY LOAN TRUST 2002-C
Among
CHEC FUNDING, LLC,
as Depositor,
CENTEX HOME EQUITY COMPANY, LLC,
as Seller,
HARWOOD STREET FUNDING II, LLC,
as Conduit Seller,
CENTEX HOME EQUITY COMPANY, LLC,
as Servicer,
and
JPMORGAN CHASE BANK,
as Trustee
Dated as of August 1, 2002
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION
Section 1.01.
Definitions.
2
Section 1.02.
Use of Words and Phrases.
33
Section 1.03.
Captions, Table of Contents.
33
Section 1.04.
Opinions.
33
ARTICLE II
ESTABLISHMENT AND . . .
1288607
|
BofA Securities
As referenced in this Pooling and Servicing Agreement:
Banc of America Securities LLC – 13 and 11.16(a)(v) hereof, and, if the Trustee is acting as Custodian, any related custodial fees (including all attorney fees and expenses).
Underwriters: Salomon Smith Barney Inc., Banc of America Securities LLC , Credit Suisse First Boston Corporation and Greenwich Capital Markets, Inc.
Variable Rate Certificates: Any of the Class AV Certificates, Class M-1 Certificates, Class M-2 Certificates, Class B-
_____________
Banc of America Securities LLC – Confirmation: (972) 785-5215
The Underwriters:
Salomon Smith Barney Inc.
390 Greenwich Street
6th Floor
New York, NY 10013
Attention: Paul Humphrey
Tel: (212) 723-9548
Fax: (212) 723-8591
Banc of America Securities LLC
100 North Tryon Street
11th Floor
NC1-007-11-07
Charlotte, NC 28255
Attention: Michael Schoffelen
Tel: (704) 386-0932
Fax: (704) 388-9668
Credit Suisse First Boston Corporation
_____________
dt 1356636
;
McGraw-Hill Companies
As referenced in this Pooling and Servicing Agreement:
McGraw-Hill Companies, Inc – the Loan Balance of all of the Home Equity Loans as of the end of such Remittance Period.
Standard & Poors: Standard & Poors Ratings Service, a division of The McGraw-Hill Companies, Inc . or any successor thereto.
Startup Day: August 14, 2002.
Stepdown Date: The later to occur of (1) the earlier to occur of (A) the Distribution Date in September 2005
_____________
McGraw-Hill Companies, Inc – Inc.
1600 Steamboat Road
Greenwich, CT 06830
Attention: Frank Skibo
Tel: (203)-625-6678
Fax: (203) 618-2164
Standard & Poors:
Standard & Poors Ratings Service,
a division of The McGraw-Hill Companies, Inc .
55 Water Street
41st Floor
New York, New York 10041
Attention: Residential Mortgage Group
Tel: (212) 438-2000
Fax: (212) 438-2661
Moodys:
Moodys Investors Service, Inc.
99 Church
_____________
dt 1517381
;
|
Fannie Mae
As referenced in this Pooling and Servicing Agreement:
FNMA – the Class AF-1 Certificates, Class AF-2 Certificates, Class AF-3 Certificates, Class AF-4 Certificates, Class AF-5 Certificates, Class AF-6 Certificates and Class A-IO Certificates.
FNMA : The Federal National Mortgage Association, a federally-chartered and privately-owned corporation existing under the Federal National Mortgage Association Charter Act, as amended, or any successor thereof.
FNMA Guide:
_____________
Federal National Mortgage Association – AF-1 Certificates, Class AF-2 Certificates, Class AF-3 Certificates, Class AF-4 Certificates, Class AF-5 Certificates, Class AF-6 Certificates and Class A-IO Certificates.
FNMA: The Federal National Mortgage Association , a federally-chartered and privately-owned corporation existing under the Federal National Mortgage Association Charter Act, as amended, or any successor thereof.
FNMA Guide: FNMAs Servicing Guide, as the
_____________
Federal National Mortgage Association – Certificates, Class AF-5 Certificates, Class AF-6 Certificates and Class A-IO Certificates.
FNMA: The Federal National Mortgage Association, a federally-chartered and privately-owned corporation existing under the Federal National Mortgage Association Charter Act, as amended, or any successor thereof.
FNMA Guide: FNMAs Servicing Guide, as the same may be amended by FNMA from time to time.
Group Balance: With respect
_____________
FNMA – IO Certificates.
FNMA: The Federal National Mortgage Association, a federally-chartered and privately-owned corporation existing under the Federal National Mortgage Association Charter Act, as amended, or any successor thereof.
FNMA Guide: FNMAs Servicing Guide, as the same may be amended by FNMA from time to time.
Group Balance: With respect to any date and Home Equity Loan Group, the
_____________
FNMA – FNMA: The Federal National Mortgage Association, a federally-chartered and privately-owned corporation existing under the Federal National Mortgage Association Charter Act, as amended, or any successor thereof.
FNMA Guide: FNMA s Servicing Guide, as the same may be amended by FNMA from time to time.
Group Balance: With respect to any date and Home Equity Loan Group, the aggregate of
_____________
dt 1438588
;
Barclays Bank
As referenced in this Pooling and Servicing Agreement:
Barclays Bank PLC, – Variable Rate Certificates have been issued, the last Business Day of the calendar month immediately preceding the calendar month in which such Distribution Date occurs.
Reference Banks: Bankers Trust Company, Barclays Bank PLC, The Bank of Tokyo and National Westminster Bank PLC, provided that if any of the foregoing banks are not suitable to serve as a Reference Bank, then any leading
_____________
dt 1402947
;
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Subscribers | 2001 |
Pooling and Servicing Agreement
Pooling and Servicing Agreement (718K)
Doc #1288620: Click preview link for longer preview.
POOLING AND SERVICING AGREEMENT
Relating to
CENTEX HOME EQUITY LOAN TRUST 2001-A
Among
CHEC FUNDING, LLC,
as Depositor,
CENTEX CREDIT CORPORATION d/b/a CENTEX HOME EQUITY CORPORATION,
as Seller,
CHEC CONDUIT FUNDING, LLC,
as Conduit Seller,
HARWOOD STREET FUNDING . . .
1288620
| |