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Administrative Services Agreement
Administrative Services Agreement (22K)
Doc #132090: Click preview link for longer preview.
ADMINISTRATIVE SERVICES AGREEMENT (GARC II)
Dated as of September 1, 1998
between
GENERAL AMERICAN RAILCAR CORPORATION II
and
GENERAL AMERICAN TRANSPORTATION CORPORATION,
as Manager
Tank Cars and Covered Hopper Cars
---------------------------------
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
{S} {C} {C}
Section 1. Administrative Services....................................... 2
Section 2. Compensation of the Administrator............................. 3
Section 3. Term of Agreement............................................. 4
Section 4. The Administrator's Liability................................. 4
Section 5. Miscellaneous................................................. 4
{/TABLE}
i
{PAGE}
ADMINISTRATIVE SERVICES AGREEMENT (GARC II)
THIS ADMINISTRATIVE SERVICES AGREEMENT (GARC II) (this "Agreement"), dated
as of September 1, 1998, is made and entered into between General American
Transportation Corporation, a New York corporation (together with any successor
administrator, the "Administrator"), and General American Railcar Corporation
II, a Delaware corporation (the "Company"). Capitalized terms used in this
Agreement and not otherwise defined herein shall have the respective meanings
assigned thereto in that certain Collateral Agency and Intercreditor Agreement
dated as of September 1, 1998 among the Company, The First National Bank of
Chicago, as Collateral Agent, [BUSINESS TRUST], by Wilmington Trust Company, not
in its individual capacity but solely as trustee under the Trust Agreement (GARC
II 98-A), as Initial Owner Trustee (GARC II 98-A), [BUSINESS TRUST], by
Wilmington Trust Company, not in its individual capacity but solely as trustee
under the Trust Agreement (GARC II 98-B), as Initial Owner Trustee (GARC II
98-B), [BUSINESS TRUST], by Wilmington Trust Company, not in its individual
capacity but solely as trustee under the Trust Agreement (GARC II 98-C), as
Initial Owner Trustee (GARC II 98-C), The First National Bank of Chicago, as
Initial Indenture Trustee (GARC II 98-A), The First National Bank of Chicago, as
Initial Indenture Trustee (GARC II 98-B), The First National Bank of Chicago, as
Initial Indenture Trustee (GARC II 98-C), General American Transportation
Corporation, as Manager and General American Transportation Corporation, as
Insurance Manager (the "Intercreditor Agreement").
W I T N E S S E T H
WHEREAS, the Company has acquired from General American Transportation
Corporation, a New York corporation ("Lessee Parent"), (i) certain railroad tank
cars and covered hopper cars, and (ii) all of Lessee Parent's right, title and
interest in and to the lease agreements respecting such railcars in which Lessee
Parent is the lessor, such lease agreements being with customers of Lessee
Parent;
WHEREAS, the Company has sold the Equipment to [Business Trust], [Business
Trust] and [Business Trust], in each case by Wilmington Trust Company, as Owner
Trustee under three separate Trust Agreements, each dated as of September 1,
1998, with the Owner Participants therein named (such Owner Trustees under each
Trust Agreement being herein referred to collectively as the "Owner Trustees"
and, individually, as an "Owner Trustee"), and the Owner Trustees have
simultaneously leased the Equipment to the Company pursuant to the terms of
three separate Equipment Lease Agreements, each dated as of September 1, 1998
(collectively, the "Leases" and, individually, a "Lease"); and
WHEREAS, to enable the Company to carry out its corporate functions,
Administrator has agreed to furnish clerical and bookkeeping services, prepare
financial statements and tax returns, provide office space and perform other
ancillary services for the Company;
{PAGE}
[Administrative Services Agreement (GARC II)]
NOW THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Company and the Administrator hereby agree as follows:
132090
|
 Wilmington Trust
As referenced in this Administrative Services Agreement:
Wilmington Trust Co – Intercreditor Agreement
dated as of September 1, 1998 among the Company, The First National Bank of
Chicago, as Collateral Agent, [BUSINESS TRUST], by Wilmington Trust Co mpany, not
in its individual capacity but solely as trustee under the Trust Agreement (GARC
II 98-A), as Initial Owner Trustee (GARC
_____________
Wilmington Trust Co – but solely as trustee under the Trust Agreement (GARC
II 98-A), as Initial Owner Trustee (GARC II 98-A), [BUSINESS TRUST], by
Wilmington Trust Co mpany, not in its individual capacity but solely as trustee
under the Trust Agreement (GARC II 98-B), as Initial Owner Trustee (GARC
_____________
Wilmington Trust Co – but solely as trustee
under the Trust Agreement (GARC II 98-B), as Initial Owner Trustee (GARC II
98-B), [BUSINESS TRUST], by Wilmington Trust Co mpany, not in its individual
capacity but solely as trustee under the Trust Agreement (GARC II 98-C), as
Initial Owner Trustee (GARC
_____________
Wilmington Trust Co – customers of Lessee
Parent;
WHEREAS, the Company has sold the Equipment to [Business Trust], [Business
Trust] and [Business Trust], in each case by Wilmington Trust Co mpany, as Owner
Trustee under three separate Trust Agreements, each dated as of September 1,
1998, with the Owner Participants therein named (such
_____________
dt 99582
;
First National
As referenced in this Administrative Services Agreement:
First National Bank of
Chicago, – the respective meanings
assigned thereto in that certain Collateral Agency and Intercreditor Agreement
dated as of September 1, 1998 among the Company, The First National Bank of
Chicago, as Collateral Agent, [BUSINESS TRUST], by Wilmington Trust Company, not
in its individual capacity but solely as trustee under the Trust Agreement (
_____________
First National Bank of Chicago, – individual
capacity but solely as trustee under the Trust Agreement (GARC II 98-C), as
Initial Owner Trustee (GARC II 98-C), The First National Bank of Chicago, as
Initial Indenture Trustee (GARC II 98-A), The First National Bank of Chicago, as
Initial Indenture Trustee (GARC II 98-B),
_____________
First National Bank of Chicago, – as
Initial Owner Trustee (GARC II 98-C), The First National Bank of Chicago, as
Initial Indenture Trustee (GARC II 98-A), The First National Bank of Chicago, as
Initial Indenture Trustee (GARC II 98-B), The First National Bank of Chicago, as
Initial Indenture Trustee (GARC II 98-C),
_____________
First National Bank of Chicago, – as
Initial Indenture Trustee (GARC II 98-A), The First National Bank of Chicago, as
Initial Indenture Trustee (GARC II 98-B), The First National Bank of Chicago, as
Initial Indenture Trustee (GARC II 98-C), General American Transportation
Corporation, as Manager and General American Transportation Corporation, as
Insurance Manager (
_____________
dt 130090
;
| General American Transportation Corporation;
General American Railcar Corp II
|
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| 2003 |
Foreign Custodian Services Agreement
Foreign Custodian Services Agreement (65K)
Doc #178915: Click preview link for longer preview.
FOREIGN CUSTODIAN SERVICES AGREEMENT
THIS AGREEMENT is made as of September 2, 2003 between PFPC TRUST
COMPANY, a limited purpose trust company ("PFPC Trust") and WT INVESTMENT TRUST
I, a Delaware business trust (the "Fund").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Fund wishes to retain PFPC Trust to provide custodian
services for foreign assets (as defined in Rule 17f-5 under the 1940 Act) in its
investment portfolios listed on Exhibit A attached hereto and made a part hereof
as such Exhibit A may be amended from time to time (each, a "Series"), and PFPC
Trust wishes to furnish custodian services, either directly or through an
affiliate or sub-custodians, as more fully described herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. DEFINITIONS. AS USED IN THIS AGREEMENT:
(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as
amended.
(c) "Authorized Person" means any officer of the Fund and any
other person duly authorized by the Fund's Board of Trustees to give Oral
Instructions and Written Instructions on behalf of the Fund and listed on the
Authorized Persons Appendix attached hereto and made a part
1
{PAGE}
hereof or any amendment thereto as may be received by PFPC Trust. An Authorized
Person's scope of authority may be limited by the Fund by setting forth such
limitation in the Authorized Persons Appendix.
(d) "Book-Entry System" means the Federal Reserve Treasury
book-entry system for United States and federal agency securities, its successor
or successors, and its nominee or nominees and any book-entry system maintained
by an exchange registered with the SEC under the 1934 Act.
(e) "CEA" means the Commodities Exchange Act, as amended.
(f) "Oral Instructions" mean oral instructions received by
PFPC Trust from an Authorized Person or from a person reasonably believed by
PFPC Trust to be an Authorized Person.
(g) "PFPC Trust" means PFPC Trust Company or a subsidiary or
affiliate of PFPC Trust Company.
(h) "SEC" means the Securities and Exchange Commission.
(i) "Securities Laws" mean the 1933 Act, the 1934 Act, the
1940 Act and the CEA.
(j) "Shares" mean the shares of beneficial interest of any
series or class of the Fund.
(k) "Property" means:
(i) any and all securities and other investment
items which the Fund may from time to time
deposit, or cause to be deposited, with PFPC
Trust or which PFPC Trust may from time to
time hold for the Fund;
178915
|
Wilmington Trust
As referenced in this Foreign Custodian Services Agreement:
Wilmington Trust Co – if to PFPC Trust at 8800
Tinicum Boulevard, 3rd Floor, Philadelphia, Pennsylvania 19153, (or its
successor) (b) if to the Fund, c/o Wilmington Trust Co mpany, 1100 North Market
St., Wilmington, DE., Attn: John R. Giles or (c) if to neither of the foregoing,
at such other address
_____________
dt 99773
;
PNC Financial
As referenced in this Foreign Custodian Services Agreement:
PNC
Financial Services Group, Inc. – provision of Section 14(c)
hereof, PFPC Trust may assign its rights and delegate its duties hereunder to
any majority-owned direct or indirect subsidiary of PFPC Trust or The PNC
Financial Services Group, Inc. , provided that (i) PFPC Trust gives the Fund
thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees
with PFPC Trust and the Fund to comply with
_____________
dt 1453142
;
PNC Financial
As referenced in this Foreign Custodian Services Agreement:
PNC
Financial Services Group, Inc. – provision of Section 14(c)
hereof, PFPC Trust may assign its rights and delegate its duties hereunder to
any majority-owned direct or indirect subsidiary of PFPC Trust or The PNC
Financial Services Group, Inc. , provided that (i) PFPC Trust gives the Fund
thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees
with PFPC Trust and the Fund to comply with
_____________
dt 1453421
;
| PFPC Trust Company;
WT Investment Trust I
|
| Preview
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| 2003 |
Foreign Custodian Services Agreement
Foreign Custodian Services Agreement (70K)
Doc #178917: Click preview link for longer preview.
FOREIGN CUSTODIAN SERVICES AGREEMENT
THIS AGREEMENT is made as of September 2, 2003 between PFPC TRUST
COMPANY, a limited purpose trust company ("PFPC Trust") and WT INVESTMENT TRUST
I, a Delaware business trust (the "Fund").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Fund wishes to retain PFPC Trust to provide custodian
services for foreign assets (as defined in Rule 17f-5 under the 1940 Act) in its
investment portfolios listed on Exhibit A attached hereto and made a part hereof
as such Exhibit A may be amended from time to time (each, a "Series"), and PFPC
Trust wishes to furnish custodian services, either directly or through an
affiliate or sub-custodians, as more fully described herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. DEFINITIONS. AS USED IN THIS AGREEMENT:
(a) "1933 Act" means the Securities Act of 1933, as
amended.
(b) "1934 Act" means the Securities Exchange Act of 1934,
as amended.
(c) "Authorized Person" means any officer of the Fund and
any other person duly authorized by the Fund's Board of Trustees to give Oral
Instructions and Written Instructions on
1
{PAGE}
behalf of the Fund and listed on the Authorized Persons Appendix attached
hereto and made a part hereof or any amendment thereto as may be received by
PFPC Trust. An Authorized Person's scope of authority may be limited by the Fund
by setting forth such limitation in the Authorized Persons Appendix.
(d) "Book-Entry System" means the Federal Reserve
Treasury book-entry system for United States and federal agency securities, its
successor or successors, and its nominee or nominees and any book-entry system
maintained by an exchange registered with the SEC under the 1934 Act.
(e) "CEA" means the Commodities Exchange Act, as amended.
(f) "Oral Instructions" mean oral instructions received
by PFPC Trust from an Authorized Person or from a person reasonably believed by
PFPC Trust to be an Authorized Person.
(g) "PFPC Trust" means PFPC Trust Company or a subsidiary
or affiliate of PFPC Trust Company.
(h) "SEC" means the Securities and Exchange Commission.
(i) "Securities Laws" mean the 1933 Act, the 1934 Act,
the 1940 Act and the CEA.
(j) "Shares" mean the shares of beneficial interest of
any series or class of the Fund.
(k) "Property" means:
(i) any and all securities and other investment
items which the Fund may from time to time
deposit, or cause to be deposited, with PFPC
Trust or which PFPC Trust may from time to
time hold for the Fund;
178917
|
Wilmington Trust
As referenced in this Foreign Custodian Services Agreement:
Wilmington Trust Co – if to PFPC
Trust at 8800 Tinicum Boulevard, 3rd Floor, Philadelphia, Pennsylvania 19153,
(or its successor) (b) if to the Fund, c/o Wilmington Trust Co mpany, 1100 North
Market St., Wilmington, DE., Attn: John R. Giles or (c) if to neither of the
foregoing, at such other address
_____________
dt 99775
;
PNC Financial
As referenced in this Foreign Custodian Services Agreement:
PNC
Financial Services Group, Inc. – provision of Section
14(c) hereof, PFPC Trust may assign its rights and delegate its duties hereunder
to any majority-owned direct or indirect subsidiary of PFPC Trust or The PNC
Financial Services Group, Inc. , provided that (i) PFPC Trust gives the Fund
thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees
with PFPC Trust and the Fund to comply with
_____________
dt 1453143
;
PNC Financial
As referenced in this Foreign Custodian Services Agreement:
PNC
Financial Services Group, Inc. – provision of Section
14(c) hereof, PFPC Trust may assign its rights and delegate its duties hereunder
to any majority-owned direct or indirect subsidiary of PFPC Trust or The PNC
Financial Services Group, Inc. , provided that (i) PFPC Trust gives the Fund
thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees
with PFPC Trust and the Fund to comply with
_____________
dt 1453422
;
| PFPC Trust Company;
WT Investment Trust I;
Wt Mutual Fund
|
| Preview
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| 2002 |
Master Mortgage Loan Purchase and Servicing Agreement
Master Mortgage Loan Purchase and Servicing Agreement (275K)
Doc #124947: Click preview link for longer preview.
MASTER MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT
MERRILL LYNCH MORTGAGE CAPITAL INC.
Purchaser
OPTION ONE MORTGAGE CORPORATION
Seller and Servicer
OPTION ONE OWNER TRUST 2001-1A
Seller
OPTION ONE OWNER TRUST 2001-1B
Seller
OPTION ONE OWNER TRUST 2001-2
Seller
OPTION ONE OWNER TRUST 2002-3
Seller
Dated as of August 1, 2002
Conventional Fixed and Adjustable Rate Mortgage Loans
================================================================================
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C} {C}
SECTION 1. Definitions ............................................................ 1
SECTION 2. Agreement to Purchase .................................................. 16
SECTION 3. Mortgage Loan Schedules ................................................ 16
SECTION 4. Purchase Price ......................................................... 16
SECTION 5. Examination of Mortgage Files .......................................... 17
SECTION 6. Conveyance from Sellers to Initial Purchaser ........................... 17
SECTION 7. Representations, Warranties and Covenants of the Sellers:
Remedies for Breach ................................................................... 19
SECTION 8. Closing ................................................................ 32
SECTION 9. Closing Documents ...................................................... 33
SECTION 10. Costs .................................................................. 34
SECTION 11. Option One's Servicing Obligations ..................................... 34
SECTION 12. Removal of Mortgage Loans from Inclusion under This Agreement
Upon a Whole Loan Transfer or a Pass-Through Transfer on One or More Reconstitution
Dates ................................................................................. 34
SECTION 13. The Sellers ............................................................ 37
SECTION 14. Default ................................................................ 39
SECTION 15. Termination ............................................................ 40
SECTION 16. Successor to the Seller ................................................ 41
SECTION 17. Financial Statements ................................................... 42
SECTION 18. Mandatory Delivery ..................................................... 42
SECTION 19. Notices ................................................................ 42
SECTION 20. Severability Clause .................................................... 44
SECTION 21. Counterparts ........................................................... 44
SECTION 22. Governing Law .......................................................... 44
SECTION 23. Intention of the Parties ............................................... 44
SECTION 24. Successors and Assigns ................................................. 44
SECTION 25. Waivers ................................................................ 45
SECTION 26. Exhibits ............................................................... 45
SECTION 27. Nonsolicitation ........................................................ 45
SECTION 28. General Interpretive Principles ........................................ 45
SECTION 29. Reproduction of Documents .............................................. 46
SECTION 30. Further Agreements ..................................................... 46
SECTION 31. Protection of Confidential Information ................................. 46
SECTION 32. Survival ............................................................... 47
SECTION 33. No Recourse to Trustee ................................................. 47
{/TABLE}
-ii-
{PAGE}
EXHIBITS
{TABLE}
{S} {C}
EXHIBIT 1-A OPTION ONE'S OFFICERS CERTIFICATE
EXHIBIT 1-B FORM OF SELLER TRUSTS' OFFICERS CERTIFICATE
EXHIBIT 2 FORM OF OPINION OF COUNSEL TO THE SELLER
EXHIBIT 3 SECURITY RELEASE CERTIFICATION
EXHIBIT 4 FORM OF WARRANTY BILL OF SALE
EXHIBIT 5 CONTENTS OF EACH MORTGAGE FILE
EXHIBIT 6 FORM OF CUSTODIAL ACCOUNT CERTIFICATION
EXHIBIT 7 FORM OF ESCROW ACCOUNT CERTIFICATION
EXHIBIT 8 SERVICING ADDENDUM
EXHIBIT 9 FORM OF PURCHASE PRICE AND TERMS LETTER
SCHEDULE I FINAL MORTGAGE LOAN SCHEDULE
{/TABLE}
-iii-
{PAGE}
MASTER MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT
This is a MASTER MORTGAGE LOAN PURCHASE AND SERVICING
AGREEMENT (the "Agreement"), dated as of August 1, 2002, by and between Merrill
Lynch Mortgage Capital Inc., having an office at World Financial Center, North
Tower, New York, New York 10281 (the "Initial Purchaser", and the Initial
Purchaser or the Person, if any, to which the Initial Purchaser has assigned its
rights and obligations hereunder as Purchaser with respect to a Mortgage Loan,
and each of their respective successors and assigns, the "Purchaser") and Option
One Mortgage Corporation ("Option One"), Option One Owner Trust 2001-1A ("Trust
A"), Option One Owner Trust 2001-1B ("Trust B"), Option One Owner Trust 2001-2
("Trust 2") and Option One Owner Trust 2002-3 ("Trust 3"; each of Trust A, Trust
B, Trust 2 and Trust 3 a "Seller Trust", collectively the "Seller Trusts") (each
of Option One and the Seller Trusts, a "Seller", collectively the "Sellers"),
having an office at 3 Ada, Irvine, California 92618.
W I T N E S S E T H :
WHEREAS, the Sellers desire to sell, from time to time, to the
Purchaser, and the Purchaser desires to purchase, from time to time, from the
Sellers, certain conventional fixed and adjustable rate residential first and
second lien mortgage loans, (the "Mortgage Loans") as described herein on a
servicing-retained basis, and which shall be delivered in groups of whole loans
on various dates as provided herein (each, a "Closing Date");
WHEREAS, each Mortgage Loan is secured by a mortgage, deed of
trust or other security instrument creating a first or second lien on a
residential dwelling located in the jurisdiction indicated on the Final Mortgage
Loan Schedule for the related Mortgage Loan Package, which is to be annexed
hereto on each Closing Date as Schedule I;
WHEREAS, the Purchaser and Option One Mortgage Corporation
wish to prescribe the manner of the conveyance, servicing and control of the
Mortgage Loans; and
WHEREAS, following its purchase of the Mortgage Loans from the
Sellers, the Purchaser desires to sell some or all of the Mortgage Loans to one
or more purchasers as a whole loan transfer in a whole loan or participation
format or a public or private mortgage-backed securities transaction;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Purchaser and the
Sellers agree as follows:
SECTION 1. Definitions. For purposes of this Agreement
the following capitalized terms shall have the respective meanings set forth
below.
Adjustable Rate Mortgage Loan: A Mortgage Loan which provides
for the adjustment of the Mortgage Interest Rate payable in respect thereto.
124947
|
Wilmington Trust
As referenced in this Master Mortgage Loan Purchase and Servicing Agreement:
Wilmington Trust Co – Trust 2001-1A
Option One Seller Trust 2001-1B
Option One Seller Trust 2001-2
Option One Seller Trust 2002-3
c/o Wilmington Trust Co mpany
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust
Administration
with a copy to:
Option One Mortgage Corporation
_____________
Wilmington Trust Co – to Trustee. It is expressly
understood and agreed by the parties to this Agreement that (a) this Agreement
is executed and delivered by Wilmington Trust Co mpany, not individually or
personally but solely as trustee of the Seller Trusts, in the exercise of the
powers and authority conferred and
_____________
Wilmington Trust Co – and agreements herein made on the part of each
Seller Trust is made and intended not as personal representations, undertakings
and agreements by Wilmington Trust Co mpany but is made and intended for the
purpose of binding only the Seller Trusts, (c) nothing herein contained shall be
construed as
_____________
Wilmington Trust Co – and intended for the
purpose of binding only the Seller Trusts, (c) nothing herein contained shall be
construed as creating any liability on Wilmington Trust Co mpany, individually or
personally, to perform any covenant either expressed or implied contained
herein, all such liability, if any, being expressly waived by
_____________
Wilmington Trust Co – to
this Agreement and by any person claiming by, through or under the parties to
this Agreement and (d) under no circumstances shall Wilmington Trust Co mpany be
personally liable for the payment of any indebtedness or expenses of the Seller
Trusts or be liable for the breach or
_____________
dt 99543
;
McGraw-Hill Companies
As referenced in this Master Mortgage Loan Purchase and Servicing Agreement:
McGraw-Hill Companies, Inc – the Purchaser or the Custodian and copies of the
Mortgage Loan Documents.
S&P: Standard & Poor's Ratings Services, a Division of the
McGraw-Hill Companies, Inc . or its successor in interest.
Stated Principal Balance: As to each Mortgage Loan as of any
date of determination, (i) the principal
_____________
dt 310627
;
Fannie Mae
As referenced in this Master Mortgage Loan Purchase and Servicing Agreement:
Fannie Mae – originator of the Mortgage Loan at the time of origination of the Mortgage Loan
by an appraiser who met the minimum requirements of Fannie Mae and Freddie Mac
and (b) the value thereof as determined by a review appraisal conducted by
Option One in the event any
_____________
Fannie Mae – such Refinanced
Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by an
appraiser who met the minimum requirements of Fannie Mae and Freddie Mac and (2)
the value thereof as determined by a review appraisal conducted by Option One in
the event any
_____________
Fannie Mae – pursuant to the terms of any Mortgage Note or
Mortgage.
Event of Default: Any one of the events enumerated in
Subsection 14.01.
Fannie Mae : Fannie Mae or any successor thereto.
FDIC: The Federal Deposit Insurance Corporation, or any
successor thereto.
Final Mortgage Loan Schedule: With respect
_____________
Fannie Mae – the terms of any Mortgage Note or
Mortgage.
Event of Default: Any one of the events enumerated in
Subsection 14.01.
Fannie Mae: Fannie Mae or any successor thereto.
FDIC: The Federal Deposit Insurance Corporation, or any
successor thereto.
Final Mortgage Loan Schedule: With respect to each
_____________
Fannie Mae – one
or more Closing Dates hereunder.
Qualified Depository: Any institution offering an Eligible
Account.
Qualified Insurer: Any insurer which meets the requirements of
Fannie Mae and Freddie Mac.
Qualified Substitute Mortgage Loan: A mortgage loan
substituted for a Deleted Mortgage Loan pursuant to the terms of this
_____________
dt 97325
;
|
Chase Manhattan
As referenced in this Master Mortgage Loan Purchase and Servicing Agreement:
Chase Manhattan Bank, – an annual rate equal to the rate of interest as is publicly announced from
time to time at its principal office by The Chase Manhattan Bank, New York, New
York, as its prime lending rate, adjusted as of the date of each change, plus
three percentage points, but
_____________
dt 101597
;
DTC
As referenced in this Master Mortgage Loan Purchase and Servicing Agreement:
Depository
Trust Company – 1984, unless otherwise mutually agreed. At the option
of the Purchaser, the facilities of the Depository
Trust Company ("DTC") may be used in connection with
any class of security issued pursuant to
dt 47866
;
More... |
| Preview
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| 2003 |
Master Motor Vehicle Lease and Servicing Agreement
Master Motor Vehicle Lease and Servicing Agreement (314K)
Doc #175684: Click preview link for longer preview.
MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT
This Master Motor Vehicle Lease and Servicing Agreement (the
"BASE LEASE" and, as supplemented by the Group IV Lease Annex delivered
hereunder, this "LEASE" or the "GROUP IV LEASE"), dated as of August 30, 2002,
is by and among CARTEMPS FINANCING L.P., a special purpose Delaware limited
partnership (the "GROUP IV LESSOR"), SPIRIT RENT-A-CAR, INC. d/b/a ALAMO, an
Ohio corporation (together with its successors and permitted assigns,
"CARTEMPS"), as a Group IV Lessee, and those subsidiaries of ANC Rental
Corporation, from time to time becoming Group IV Lessees hereunder pursuant to
SECTION 29 hereof (each, an "ADDITIONAL GROUP IV LESSEE"), as Group IV Lessees
(CarTemps and each of the Additional Group IV Lessees, in its respective
capacity as a Group IV Lessee, a "GROUP IV LESSEE" and, collectively, the "GROUP
IV LESSEES") and ANC RENTAL CORPORATION, a Delaware corporation ("ANC"), as
servicer (in such capacity, the "SERVICER") and as guarantor (in such capacity,
the "GUARANTOR").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Group IV Lessor (such capitalized term, together
with each other capitalized term used herein, having the meaning assigned
thereto in SECTION 1) intends to purchase Group IV Eligible Vehicles with the
proceeds obtained by the issuance of its Series 2002-3 Notes and, if any, each
other Series of Notes secured by the Group IV Collateral (collectively, the
"GROUP IV NOTES") issued pursuant to the Second Indenture and the increase from
time to time in the Group IV Invested Amounts thereof and with certain other
funds; and
WHEREAS, the Group IV Lessor desires to lease to the Group IV
Lessees and the Group IV Lessees desire to lease from the Group IV Lessor, Group
IV Vehicles for use in the domestic daily rental car operations of the Group IV
Lessees and their Fleet Sharing Parties; and
WHEREAS, on November 13, 2001, ANC and certain of its
affiliates (ANC and such affiliates are collectively referred to herein as, the
"DEBTORS") filed with the United States Bankruptcy Court for the District of
Delaware (the "BANKRUPTCY COURT") voluntary petitions for relief under Chapter
11 of Title 11 of the United States Code, 11 U.S.C. ss.ss. 101, et seq. (the
"BANKRUPTCY CODE"), Case No. 01-11200 (the "BANKRUPTCY PROCEEDING"), and the
Debtors have continued in possession of their assets pursuant to Sections 1107
and 1108 of the Bankruptcy Code. The Debtors' Chapter 11 proceedings are being
jointly administered;
{PAGE}
WHEREAS, although this Lease contains provisions relating to
Group IV Financed Vehicles, Group IV Refinanced Vehicles, Group IV Financial
Receivables, a Group IV Initial Fleet and Fleet Purchase Transactions, the Group
IV Lessor does not intend that any of those types of transactions will occur
under this Lease; and
WHEREAS, the Group IV Lessor will pledge and grant a security
interest to the Trustee, for the benefit solely of the holders of the Series
2002-3 Noteholder, in its rights under this Lease.
NOW, THEREFORE, in consideration of the foregoing premises,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. CERTAIN DEFINITIONS.
Section 1.1. CERTAIN DEFINITIONS. As used in this Lease and unless the
context requires a different meaning, capitalized terms not otherwise defined
herein or in the Annex hereto shall have the meanings assigned to such terms in
the Series Supplement, of even date herewith, by and between the Group IV Lessor
and the Bank of New York, as trustee, relating to the issuance of the Series
2002-3 Notes (the "SERIES 2002-3 SUPPLEMENT" and, together with other Series
Supplements relating to Group IV Notes, the "GROUP IV SUPPLEMENTS"), as the same
may be amended, supplemented or otherwise modified from time to time in
accordance with its terms, and to the extent not defined therein, shall have the
meanings assigned to such terms in the Definitions List, attached as Schedule 1
to the Base Indenture, dated as of May 6, 2002, as such agreement may be
amended, supplemented, restated or otherwise modified from time to time in
accordance with its terms, the "SECOND BASE INDENTURE" and, together with the
Series 2002-3 Supplement, the "SECOND INDENTURE"), between the Group IV Lessor
and The Bank of New York, as trustee, as in effect on the date hereof.
Capitalized terms not defined herein and defined in an applicable Group IV
Supplement as well as Schedule 1 to the Second Base Indenture shall, unless the
context otherwise requires, have the meanings assigned to such terms in such
Group IV Supplement.
Section 1.2. ACCOUNTING AND FINANCIAL DETERMINATIONS. Where the
character or amount of any asset or liability or item of income or expense is
required to be determined, or any accounting computation is required to be made,
for the purpose of this Lease, such determination or calculation shall, to the
extent applicable, be made in accordance with GAAP applied on a Consistent Basis
except insofar as:
(a) a Group IV Lessee or the Guarantor shall have elected
(with the concurrence of its independent public accountants and upon prior
written notification to the Group IV Lessor and the Trustee) to adopt more
recently promulgated GAAP (which election shall continue to be effective for
subsequent years); and
(b) the Group IV Lessor shall have consented to such election.
175684
|
Wilmington Trust
As referenced in this Master Motor Vehicle Lease and Servicing Agreement:
Wilmington Trust Co – are owned free and clear of all Liens;
except for the pledge of ALMD's partnership interest in the Group IV Lessor to
Wilmington Trust Co mpany, in its capacity as collateral trustee on behalf of
Lehman Commercial Paper Inc. and Liberty Mutual Insurance Company under the
Collateral Agreement,
_____________
Wilmington Trust Co – and Liberty Mutual Insurance Company under the
Collateral Agreement, dated as of August 30, 2001, among ANC and various of its
affiliates and Wilmington Trust Co mpany, in its capacity as collateral trustee.
Section 23.17. NECESSARY ACTIONS. Upon the Servicer causing the Lien of
the Master Collateral Agent
_____________
dt 99761
;
ANC Rental
As referenced in this Master Motor Vehicle Lease and Servicing Agreement:
ANC Rental – A CAR, INC. D/B/A ALAMO,
as Group IV Lessee,
and those subsidiaries
of ANC Rental Corporation
from time to time
becoming Group IV Lessees hereunder
and
ANC RENTAL CORPORATION,
as
ANC RENTAL – subsidiaries
of ANC Rental Corporation
from time to time
becoming Group IV Lessees hereunder
and
ANC RENTAL CORPORATION,
as Guarantor and Servicer
AS SET FORTH IN SECTION 21 HEREOF, THE GROUP IV
ANC Rental
– its successors and permitted assigns,
"CARTEMPS"), as a Group IV Lessee, and those subsidiaries of ANC Rental
Corporation, from time to time becoming Group IV Lessees hereunder pursuant to
SECTION 29
ANC RENTAL – a Group IV Lessee, a "GROUP IV LESSEE" and, collectively, the "GROUP
IV LESSEES") and ANC RENTAL CORPORATION, a Delaware corporation ("ANC"), as
servicer (in such capacity, the "SERVICER") and as guarantor (
ANC Rental
– or (ii) a Group IV Lessee under any other Group IV
Leasing Company Lease or ANC Rental
17
{PAGE}
(each, an "OTHER PERMITTED USER") to use Group IV Vehicles leased by
dt 69497
;
Citibank
As referenced in this Master Motor Vehicle Lease and Servicing Agreement:
CITIBANK, N.A. – South Andrews Avenue
11th Floor
Ft. Lauderdale, FL 33301
Attn: General Counsel
Facsimile: (954) 320-
Telephone: (954) 320-
Acknowledged by:
MASTER COLLATERAL AGENT:
CITIBANK, N.A.
By:
-----------------------------------------
Name:
Title:
Address: 111 Wall Street
14th Floor
New York, NY 10043
Attention: Agency and Trust
Telephone: (212) 657-5933
Facsimile: (
_____________
Citibank, N.A. – all documents pertaining
to the titling of motor vehicles in the name of CarTemps Financing L.P., the
noting of the lien of Citibank, N.A. , as Master Collateral Agent, as the first
lienholder on certificates of title, the licensing and registration of motor
vehicles and the transfer
_____________
dt 146169
;
|
BNY
As referenced in this Master Motor Vehicle Lease and Servicing Agreement:
Bank of New York, – Series Supplement, of even date herewith, by and between the Group IV Lessor
and the Bank of New York, as trustee, relating to the issuance of the Series
2002-3 Notes (the "SERIES
Bank of New York, – the
Series 2002-3 Supplement, the "SECOND INDENTURE"), between the Group IV Lessor
and The Bank of New York, as trustee, as in effect on the date hereof.
Capitalized terms not defined herein
BANK OF NEW YORK
– party or signatory
hereunder shall be sent to the Trustee at the following address:
THE BANK OF NEW YORK
101 Barclay Street
New York, New York 10286
Attention: Corporate Trust Administration
Telephone: (212)
Bank of New York, – in accordance with the terms thereof, between
CarTemps Financing L.P., as issuer, and The Bank of New York, as trustee).
The powers and authority granted hereunder shall, unless
sooner terminated, revoked or
Bank of New York, – in accordance with the terms thereof,
between CarTemps Financing L.P., as issuer, and The Bank of New York, as
trustee.
IN WITNESS WHEREOF, the undersigned has caused this
certificate to be executed
dt 42517
;
Citibank
As referenced in this Master Motor Vehicle Lease and Servicing Agreement:
CITIBANK, N.A. – South Andrews Avenue
11th Floor
Ft. Lauderdale, FL 33301
Attn: General Counsel
Facsimile: (954) 320-
Telephone: (954) 320-
Acknowledged by:
MASTER COLLATERAL AGENT:
CITIBANK, N.A.
By:
-----------------------------------------
Name:
Title:
Address: 111 Wall Street
14th Floor
New York, NY 10043
Attention: Agency and Trust
Telephone: (212) 657-5933
Facsimile: (
_____________
Citibank, N.A. – all documents pertaining
to the titling of motor vehicles in the name of CarTemps Financing L.P., the
noting of the lien of Citibank, N.A. , as Master Collateral Agent, as the first
lienholder on certificates of title, the licensing and registration of motor
vehicles and the transfer
_____________
dt 146169
;
More... |
| Preview
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| 2003 |
Master Motor Vehicle Lease and Servicing Agreement
Master Motor Vehicle Lease and Servicing Agreement (316K)
Doc #175685: Click preview link for longer preview.
MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT
This Master Motor Vehicle Lease and Servicing Agreement (the
"BASE LEASE" and, as supplemented by the Group IV Lease Annex delivered
hereunder, this "LEASE" or the "GROUP IV LEASE"), dated as of August 30, 2002,
is by and among NATIONAL CAR RENTAL FINANCING LIMITED PARTNERSHIP, a special
purpose Delaware limited partnership (the "GROUP IV LESSOR"), NATIONAL CAR
RENTAL SYSTEM, INC., a Delaware corporation (together with its successors and
permitted assigns, "NATIONAL"), as a Group IV Lessee, and those subsidiaries of
ANC Rental Corporation, from time to time becoming Group IV Lessees hereunder
pursuant to SECTION 29 hereof (each, an "ADDITIONAL GROUP IV LESSEE"), as Group
IV Lessees (National and each of the Additional Group IV Lessees, in its
respective capacity as a Group IV Lessee, a "GROUP IV LESSEE" and, collectively,
the "GROUP IV LESSEES") and ANC RENTAL CORPORATION, a Delaware corporation
("ANC"), as servicer (in such capacity, the "SERVICER") and as guarantor (in
such capacity, the "GUARANTOR").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Group IV Lessor (such capitalized term, together
with each other capitalized term used herein, having the meaning assigned
thereto in SECTION 1) intends to purchase Group IV Eligible Vehicles with the
proceeds obtained by the issuance of its Series 2002-3 Notes and, if any, each
other Series of Notes secured by the Group IV Collateral (collectively, the
"GROUP IV NOTES") issued pursuant to the Second Indenture and the increase from
time to time in the Group IV Invested Amounts thereof and with certain other
funds; and
WHEREAS, the Group IV Lessor desires to lease to the Group IV
Lessees and the Group IV Lessees desire to lease from the Group IV Lessor, Group
IV Vehicles for use in the domestic daily rental car operations of the Group IV
Lessees and their Fleet Sharing Parties; and
WHEREAS, on November 13, 2001, ANC and certain of its
affiliates (ANC and such affiliates are collectively referred to herein as, the
"DEBTORS") filed with the United States Bankruptcy Court for the District of
Delaware (the "BANKRUPTCY COURT") voluntary petitions for relief under Chapter
11 of Title 11 of the United States Code, 11 U.S.C. ss.ss. 101, et seq. (the
"BANKRUPTCY CODE"), Case No. 01-11200 (the "BANKRUPTCY PROCEEDING"), and the
Debtors have continued in possession of their assets pursuant to Sections 1107
and 1108 of the Bankruptcy Code. The Debtors' Chapter 11 proceedings are being
jointly administered;
{PAGE}
WHEREAS, although this Lease contains provisions relating to
Group IV Financed Vehicles, Group IV Refinanced Vehicles, Group IV Financial
Receivables, a Group IV Initial Fleet and Fleet Purchase Transactions, the Group
IV Lessor does not intend that any of those types of transactions will occur
under this Lease; and
WHEREAS, the Group IV Lessor will pledge and grant a security
interest to the Trustee, for the benefit solely of the holders of the Series
2002-3 Noteholder, in its rights under this Lease.
NOW, THEREFORE, in consideration of the foregoing premises,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1 CERTAIN DEFINITIONS.
Section 1.1. CERTAIN DEFINITIONS. As used in this Lease and unless the
context requires a different meaning, capitalized terms not otherwise defined
herein or in the Annex hereto shall have the meanings assigned to such terms in
the Series Supplement, of even date herewith, by and between the Group IV Lessor
and the Bank of New York, as trustee, relating to the issuance of the Series
2002-3 Notes (the "Series 2002-3 Supplement" and, together with other Series
Supplements relating to Group IV Notes, the "Group IV Supplements"), as the same
may be amended, supplemented or otherwise modified from time to time in
accordance with its terms, and to the extent not defined therein, shall have the
meanings assigned to such terms in the Definitions List, attached as Schedule 1
to the Base Indenture, dated as of May 6, 2002, as such agreement may be
amended, supplemented, restated or otherwise modified from time to time in
accordance with its terms, the "Second Base Indenture" and, together with the
Series 2002-3 Supplement, the "Second Indenture"), between the Group IV Lessor
and The Bank of New York, as trustee, as in effect on the date hereof.
Capitalized terms not defined herein and defined in an applicable Group IV
Supplement as well as Schedule 1 to the Second Base Indenture shall, unless the
context otherwise requires, have the meanings assigned to such terms in such
Group IV Supplement.
Section 1.2. ACCOUNTING AND FINANCIAL DETERMINATIONS. Where the
character or amount of any asset or liability or item of income or expense is
required to be determined, or any accounting computation is required to be made,
for the purpose of this Lease, such determination or calculation shall, to the
extent applicable, be made in accordance with GAAP applied on a Consistent Basis
except insofar as:
(a) a Group IV Lessee or the Guarantor shall have elected
(with the concurrence of its independent public accountants and upon prior
written notification to the Group IV Lessor and the Trustee) to adopt more
recently promulgated GAAP (which election shall continue to be effective for
subsequent years); and
(b) the Group IV Lessor shall have consented to such election.
175685
|
Wilmington Trust
As referenced in this Master Motor Vehicle Lease and Servicing Agreement:
Wilmington Trust
Co – are owned free and clear of all Liens; except for the pledge of
National's partnership interest in the Group IV Lessor to Wilmington Trust
Co mpany, in its capacity as collateral trustee on behalf of Lehman Commercial
Paper Inc. and Liberty Mutual Insurance Company under the Collateral Agreement,
_____________
Wilmington Trust Co – and Liberty Mutual Insurance Company under the Collateral Agreement,
dated as of August 30, 2001, among ANC and various of its affiliates and
Wilmington Trust Co mpany, in its capacity as collateral trustee.
Section 23.17. NECESSARY ACTIONS. Upon the Servicer causing the Lien of
the Master Collateral Agent
_____________
dt 99762
;
ANC Rental
As referenced in this Master Motor Vehicle Lease and Servicing Agreement:
ANC Rental – IV Lessor,
NATIONAL CAR RENTAL SYSTEM, INC.,
as Group IV Lessee,
and those subsidiaries
of ANC Rental Corporation
from time to time
becoming Group IV Lessees hereunder
and
ANC RENTAL CORPORATION,
as
ANC RENTAL – subsidiaries
of ANC Rental Corporation
from time to time
becoming Group IV Lessees hereunder
and
ANC RENTAL CORPORATION,
as Guarantor and Servicer
AS SET FORTH IN SECTION 21 HEREOF, THE GROUP IV
ANC Rental – its successors and
permitted assigns, "NATIONAL"), as a Group IV Lessee, and those subsidiaries of
ANC Rental Corporation, from time to time becoming Group IV Lessees hereunder
pursuant to SECTION 29 hereof (
ANC RENTAL – a Group IV Lessee, a "GROUP IV LESSEE" and, collectively,
the "GROUP IV LESSEES") and ANC RENTAL CORPORATION, a Delaware corporation
("ANC"), as servicer (in such capacity, the "SERVICER") and as guarantor (
ANC Rental – or (ii) a Group IV Lessee under any other Group IV Leasing Company Lease
or ANC Rental (each, an "OTHER PERMITTED USER") to use Group IV Vehicles leased
by the Named
dt 69498
;
Citibank
As referenced in this Master Motor Vehicle Lease and Servicing Agreement:
CITIBANK, N.A. – 11th Floor
Ft. Lauderdale, FL 33301
Attention: Leland F. Wilson
Facsimile: (954) 320-4530
Telephone: (954) 320-6751
Acknowledged by:
MASTER COLLATERAL AGENT:
-----------------------
CITIBANK, N.A.
By:
-----------------------------------------
Name:
Title:
Address: 111 Wall Street
14th Floor
New York, NY 10043
Attn: Agency and Trust
Telephone: (212) 657-5933
Facsimile: (
_____________
Citibank, N.A. – pertaining to the titling of motor vehicles in the name of
National Car Rental Financing Limited Partnership, the noting of the lien of
Citibank, N.A. , as Master Collateral Agent, as the first lienholder on
certificates of title, the licensing and registration of motor vehicles and the
transfer
_____________
dt 146170
;
|
BNY
As referenced in this Master Motor Vehicle Lease and Servicing Agreement:
Bank of New York, – Series Supplement, of even date herewith, by and between the Group IV Lessor
and the Bank of New York, as trustee, relating to the issuance of the Series
2002-3 Notes (the "Series
Bank of New York, – the
Series 2002-3 Supplement, the "Second Indenture"), between the Group IV Lessor
and The Bank of New York, as trustee, as in effect on the date hereof.
Capitalized terms not defined herein
BANK OF NEW YORK
– party or signatory
hereunder shall be sent to the Trustee at the following address:
THE BANK OF NEW YORK
101 Barclay Street
New York, New York 10286
Attention: Corporate Trust Administration
Telephone: (212)
Bank of New York, – with the terms thereof, between National Car Rental
Financing Limited Partnership, as issuer, and The Bank of New York, as trustee).
The powers and authority granted hereunder shall, unless
sooner terminated, revoked or
Bank of New York, – with the terms thereof,
between National Car Rental Financing Limited Partnership as issuer, and The
Bank of New York, as trustee.
IN WITNESS WHEREOF, the undersigned has caused this
certificate to be executed
dt 42518
;
Citibank
As referenced in this Master Motor Vehicle Lease and Servicing Agreement:
CITIBANK, N.A. – 11th Floor
Ft. Lauderdale, FL 33301
Attention: Leland F. Wilson
Facsimile: (954) 320-4530
Telephone: (954) 320-6751
Acknowledged by:
MASTER COLLATERAL AGENT:
-----------------------
CITIBANK, N.A.
By:
-----------------------------------------
Name:
Title:
Address: 111 Wall Street
14th Floor
New York, NY 10043
Attn: Agency and Trust
Telephone: (212) 657-5933
Facsimile: (
_____________
Citibank, N.A. – pertaining to the titling of motor vehicles in the name of
National Car Rental Financing Limited Partnership, the noting of the lien of
Citibank, N.A. , as Master Collateral Agent, as the first lienholder on
certificates of title, the licensing and registration of motor vehicles and the
transfer
_____________
dt 146170
;
More... |
| Preview
Full Doc
| 2002 |
Master Sale and Servicing Agreement
Master Sale and Servicing Agreement (235K)
Doc #120742: Click preview link for longer preview.
--------------------------------------------------------------------------------
MASTER SALE AND SERVICING AGREEMENT
among
HOUSEHOLD AUTOMOTIVE TRUST 2002-3,
as Issuer,
HOUSEHOLD AUTO RECEIVABLES CORPORATION,
as Seller,
HOUSEHOLD FINANCE CORPORATION,
as Master Servicer
and
U.S. BANK NATIONAL ASSOCIATION,
as Indenture Trustee
Dated as of November 18, 2002
--------------------------------------------------------------------------------
{Page}
TABLE OF CONTENTS
{Table}
{Caption}
Page
----
{S} {C}
ARTICLE I
Definitions
SECTION 1.1. Definitions........................................................................1
SECTION 1.2. Other Interpretive Provisions.....................................................17
SECTION 1.3. Usage of Terms....................................................................18
SECTION 1.4. Certain References................................................................18
SECTION 1.5. No Recourse.......................................................................18
SECTION 1.6. Action by or Consent of Noteholders...............................................18
ARTICLE II
Conveyance of Receivables
SECTION 2.1. Conveyance of Receivables.........................................................19
SECTION 2.2. Further Encumbrance of Owner Trust Estate.........................................23
ARTICLE III
The Receivables
SECTION 3.1. Representations and Warranties of Seller..........................................24
SECTION 3.2. Repurchase upon Breach............................................................24
SECTION 3.3. Custody of Receivables Files......................................................25
ARTICLE IV
Administration and Servicing of Receivables
SECTION 4.1. Duties of the Master Servicer.....................................................26
SECTION 4.2. Collection of Receivable Payments; Modifications of Receivables...................27
SECTION 4.3. Realization Upon Receivables......................................................29
SECTION 4.4. Insurance.........................................................................30
SECTION 4.5. Maintenance of Security Interests in Vehicles.....................................31
SECTION 4.6. Covenants, Representations, and Warranties of Master Servicer.....................31
SECTION 4.7. Repurchase of Receivables Upon Breach of Covenant.................................33
SECTION 4.8. Total Servicing Fee; Payment of Certain Expenses by Master Servicer...............33
SECTION 4.9. Master Servicer's Certificate.....................................................34
SECTION 4.10. Annual Statement as to Compliance, Notice of Master Servicer Termination Event....34
{/Table}
i
{Page}
{Table}
{S} {C}
SECTION 4.11. Annual Independent Accountants' Report............................................34
SECTION 4.12. Access to Certain Documentation and Information Regarding Receivables.............35
SECTION 4.13. Fidelity Bond and Errors and Omissions Policy.....................................35
ARTICLE V
Trust Accounts; Distributions;
Statements to Certificateholders and Noteholders
SECTION 5.1. Establishment of Trust Accounts...................................................36
SECTION 5.2. Certain Reimbursements to the Master Servicer.....................................38
SECTION 5.3. Application of Collections........................................................38
SECTION 5.4. Additional Deposits...............................................................38
ARTICLE VI
RESERVED
ARTICLE VII
RESERVED
ARTICLE VIII
The Seller
SECTION 8.1. Representations of Seller.........................................................39
SECTION 8.2. Corporate Existence...............................................................41
SECTION 8.3. Liability of Seller; Indemnities..................................................42
SECTION 8.4. Merger or Consolidation of, or Assumption of the Obligations of, Seller...........43
SECTION 8.5. Limitation on Liability of Seller and Others......................................43
SECTION 8.6. Seller May Own Certificates or Notes..............................................44
ARTICLE IX
The Master Servicer
SECTION 9.1. Representations of Master Servicer................................................44
SECTION 9.2. Liability of Master Servicer; Indemnities.........................................46
SECTION 9.3. Merger or Consolidation of, or Assumption of the Obligations of the Master
Servicer..........................................................................48
SECTION 9.4. Limitation on Liability of Master Servicer and Others.............................48
SECTION 9.5. Delegation of Duties..............................................................49
SECTION 9.6. Master Servicer Not to Resign.....................................................49
{/Table}
ii
{Page}
{Table}
{S} {C}
SECTION 9.7. Subservicing Agreements Between Master Servicer and Subservicers..................50
SECTION 9.8. Successor Subservicers............................................................50
ARTICLE X
Default
SECTION 10.1. Master Servicer Termination Event.................................................51
SECTION 10.2. Consequences of a Master Servicer Termination Event...............................52
SECTION 10.3. Appointment of Successor..........................................................54
SECTION 10.4. Notification to Noteholders and Certificateholders................................55
SECTION 10.5. Waiver of Past Defaults...........................................................55
SECTION 10.6. Successor to Master Servicer......................................................55
ARTICLE XI
Termination
SECTION 11.1. Optional Purchase of All Receivables..............................................55
ARTICLE XII
Administrative Duties of the Master Servicer
SECTION 12.1. Administrative Duties.............................................................56
SECTION 12.2. Records...........................................................................59
SECTION 12.3. Additional Information to be Furnished to the Issuer..............................59
ARTICLE XIII
Miscellaneous Provisions
SECTION 13.1. Amendments........................................................................59
SECTION 13.2. Protection of Title to Series Trust Estate........................................60
SECTION 13.3. Notices...........................................................................62
SECTION 13.4. Assignment........................................................................62
SECTION 13.5. Limitations on Rights of Others...................................................63
SECTION 13.6. Severability......................................................................63
SECTION 13.7. Separate Counterparts.............................................................63
SECTION 13.8. Headings..........................................................................63
SECTION 13.9. Governing Law.....................................................................63
SECTION 13.10. Assignment to Indenture Trustee...................................................63
SECTION 13.11. Nonpetition Covenants.............................................................63
SECTION 13.12. Limitation of Liability of the Owner Trustee and the Indenture Trustee............64
SECTION 13.13. Limitation of Liability of Issuer.................................................64
SECTION 13.14. Independence of the Master Servicer...............................................65
{/Table}
iii
{Page}
{Table}
{S} {C}
SECTION 13.15. No Joint Venture..................................................................65
SECTION 13.16. Third-Party Beneficiary...........................................................65
{/Table}
EXHIBITS
Exhibit A - Form of Transfer Agreement
iv
{Page}
MASTER SALE AND SERVICING AGREEMENT dated as of November 18, 2002,
among HOUSEHOLD AUTOMOTIVE TRUST 2002-3, a Delaware statutory trust (the
"Issuer" or the "Trust"), HOUSEHOLD AUTO RECEIVABLES CORPORATION, a Nevada
corporation (the "Seller"), HOUSEHOLD FINANCE CORPORATION, a Delaware
corporation (the "Master Servicer") and U.S. BANK NATIONAL ASSOCIATION, a
national banking association, in its capacity as Indenture Trustee.
WHEREAS the Issuer desires to purchase from time to time Receivables
arising in connection with motor vehicle retail installment sale contracts
originated or acquired by Household Automotive Finance Corporation ("HAFC") or
any of its predecessors or Affiliates, including, but not limited to, Household
Automotive Credit Corporation ("HACC");
WHEREAS the Seller will purchase from time to time Receivables from
HAFC or one or more of its Affiliates, including, but not limited to, HACC, and
is willing to sell Receivables to the Issuer;
WHEREAS the Master Servicer is willing to service all such
Receivables;
NOW, THEREFORE, in consideration of the promises and the mutual
covenants herein contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. DEFINITIONS. Whenever used in this Agreement, the
following words and phrases shall have the following meanings:
"Accountants' Report" means the report of a firm of nationally
recognized independent accountants described in Section 4.11.
"Accounting Date" means, with respect to a Distribution Date, the last
day of the Collection Period immediately preceding such Distribution Date.
"Actuarial Method" means the method of allocating a fixed level
monthly payment on an obligation between principal and interest, pursuant to
which the portion of such payment that is allocated to interest is equal to the
product of (a) 1/12, (b) the fixed annual rate of interest on such obligation
and (c) the outstanding principal balance of such obligation.
"Actuarial Receivable" means a Receivable under which the portion of
the payment allocated to interest and the portion allocable to principal is
determined in accordance with the Actuarial Method.
120742
|
Wilmington Trust
As referenced in this Master Sale and Servicing Agreement:
Wilmington Trust Co – delivered by their respective
duly authorized officers as of the day and the year first above written.
HOUSEHOLD AUTOMOTIVE TRUST 2002-3
By: Wilmington Trust Co mpany, not in
its individual capacity but solely as
Owner Trustee on behalf of the Trust,
by /s/ Janel R. Havrilla
----------------------------------
Name: Janel
_____________
Wilmington Trust Co – and delivered by their respective
duly authorized officers as of day and the year first above written.
HOUSEHOLD AUTOMOTIVE TRUST 2002-3
By Wilmington Trust Co mpany, not in
its individual capacity but solely as
Owner Trustee on behalf of the Trust,
by
------------------------------------
Name:
Title:
HOUSEHOLD AUTO RECEIVABLES CORPORATION,
_____________
dt 99537
;
McGraw-Hill Companies
As referenced in this Master Sale and Servicing Agreement:
McGraw-Hill Companies, Inc – principal is determined in accordance with the Simple Interest Method.
"Standard & Poor's" means Standard & Poor's Rating Services, a
division of The McGraw-Hill Companies, Inc ., or its successor.
"Subservicer" means, initially, Household Automotive Finance
Corporation, or any Eligible Subservicer with whom the Master Servicer has
entered into
_____________
dt 310576
;
Fannie Mae
As referenced in this Master Sale and Servicing Agreement:
Federal National Mortgage
Association – security issued by the U.S. Treasury, the
Federal Home Loan Mortgage Corporation or the Federal National Mortgage
Association that is a book-entry security held through the Federal Reserve
System pursuant to
_____________
dt 80344
;
|
U.S. Bank, NA
As referenced in this Master Sale and Servicing Agreement:
U.S. BANK NATIONAL ASSOCIATION, – SERVICING AGREEMENT
among
HOUSEHOLD AUTOMOTIVE TRUST 2002-3,
as Issuer,
HOUSEHOLD AUTO RECEIVABLES CORPORATION,
as Seller,
HOUSEHOLD FINANCE CORPORATION,
as Master Servicer
and
U.S. BANK NATIONAL ASSOCIATION,
as Indenture Trustee
Dated as of November 18, 2002
-------------------------------------------------------------------------- |