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Alternative Servicing Agreement
Alternative Servicing Agreement (89K)
Doc #243398: Click preview link for longer preview.
ALTERNATIVE SERVICING AGREEMENT
BETWEEN
PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY
AND
THE FIRST MARBLEHEAD CORPORATION
THIS AGREEMENT is made this day of October, 2001, by and between the
Pennsylvania Higher Education Assistance Agency, a public corporation and
governmental instrumentality organized under the laws of the Commonwealth of
Pennsylvania, having an address at 1200 North Seventh Street, Harrisburg,
Pennsylvania 17102 (herein called the "Servicer"), and The First Marblehead
Corporation, having an address at 30 Little Harbor, Marblehead,
Massachusetts 01945.
RECITALS
WHEREAS, the Servicer is in the business of servicing privately insured
alternative student loans and other education loans for lenders; and
WHEREAS, Program Lender (defined below), The Education Resource Institute
("TERI") and The First Marblehead Corporation (herein called "FMC"), have
created a group of education loan programs, all of which are described in the
Program Guidelines and guaranteed by TERI ("TERI Loans); and
WHEREAS, FMC desires to utilize the expertise of the Servicer to service
the TERI Loans as and when they are purchased by FMC or its designee.
NOW, THEREFORE, in consideration of the mutual promises contained in this
Agreement and the fees to be paid by FMC to the Servicer, and intending to be
legally bound, the parties to this Agreement do hereby agree to the following:
SECTION 1. DEFINITIONS
1.1. "Account" means the Student Loans collectively of an individual
Borrower of a loan.
1.2. "Agreement" means this Alternative Servicing Agreement, including
each schedule provided for herein and each amendment hereafter adopted.
1.3. "Borrower" means an individual who is the maker of a promissory
note and who obtains a Student Loan in accordance with the "Regulations" as set
forth in Section 1.11.
1
{Page}
PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY
ALTERNATIVE LOAN SERVICING AGREEMENT FOR THE FIRST MARBLEHEAD CORPORATION
1.4. "Business Days" means a day of the year other than a Saturday or
Sunday, or a day on which the Servicer or FMC is required or authorized by law
to remain closed, and on which either does remain closed.
1.5. "FMC" means The First Marblehead Corporation in its capacity as
Program Manager and Securitization Sponsor, as defined in the Program
Guidelines, and as a party entitled to Servicing of TERI Loans under this
Agreement, which rights the parties contemplate will be, with respect to pools
of Student Loans, assigned to Permitted Assignees pursuant to Section 11.4
hereof. FMC shall not actually receive Services nor have liability under this
Agreement unless and until FMC becomes an Owner of Student Loans.
1.6. "Insurer" means The Education Resources Institute, Inc. ("TERI")
or such other private insurance agencies as the parties may mutually agree upon
from time to time.
1.7. "Owner" means a Permitted Assignee that purchases Student Loans.
1.8. "Permitted Assignee" means an SPE, as defined below, and any
financial institution, bond insurer, guaranty agency, indenture trustee,
lender's collateral agent or other substantially similar party to whom rights
under this agreement are assigned as security in a financing transaction to
which the SPE is a party.
1.9. "Program Guidelines" means the Underwriting, Origination and Loan
Term Guidelines for EDUCATION ONE K-12 Loan Program, EDUCATION ONE Undergraduate
Loan Program, EDUCATION ONE Graduate Loan Program, and EDUCATION ONE Continuing
Education Loan Program, all as approved and adopted by TERI. The term also
refers to any other loan program guidelines governing loans guaranteed by TERI
that the parties hereto may designate as covered by this Agreement in a written
supplement to this Agreement.
1.10. "Program Lender" means Bank One, National Association, and such
other lenders making loans guaranteed by TERI and serviced by Servicer as the
parties may designate as covered by this Agreement in a written supplement to
this Agreement ___________________.
1.11. "Regulations" means any rule, regulations, instruction, procedure
or servicing guidelines issued by the Insurer and approved by FMC and Servicer,
including without limitation the Servicing Guidelines for TERI Loan Programs
serviced at SLSC/GLC, revised 9/27/00.
1.12. "Securitization Transaction" means the purchase of a pool of
Student Loans by an SPE, in connection with which Servicer agrees to execute a
Servicer Consent Letter in substantially the form of Schedule A.
1.13. "Servicer Consent Letter" means a letter substantially in the
form of
2
{Page}
PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY
ALTERNATIVE LOAN SERVICING AGREEMENT FOR THE FIRST MARBLEHEAD CORPORATION
Schedule A, to be executed by Servicer, FMC, and an SPE in connection with each
Securitization Transaction.
1.14. "Service", "Services", "Serviced", "Servicing" used in connection
with a Student Loan or Student Loans means to perform the procedures of a
continuing nature required of the Servicer pursuant to this Agreement in
accordance with the Regulations.
1.15. "Special Purpose Entity" or "SPE" means a trust, corporation or
limited liability company organized by FMC and engaged solely in the business of
purchasing Student Loans and engaging in financing and/or securities
transactions to obtain funds to purchase such Student Loans.
1.16. "Student Loan" means any of, and "Student Loans" means all, the
TERI Loans executed by a Borrower, insured by the Insurer, funded by Program
Lender and purchased by FMC or an SPE, and serviced by the Servicer pursuant to
this Agreement.
1.17. "Trustee" means the Permitted Assignee having a lien or security
interest in a pool of Student Loans, which lien or security interest is held for
the benefit of investors or lenders providing funds in such Securitization
Transactions.
SECTION 2. SCOPE OF AGREEMENT
The Servicer agrees, in consideration of certain fees, to perform certain
Services as set forth in the Agreement, Schedules and Exhibits and any
additional services which FMC requests and the Servicer agrees to provide
relative to the Servicing of Student Loans, for which account information and/or
documentation shall be delivered to the Servicer. Specifically and without
limitation, Servicer agrees to Service the Student Loans in accordance with the
Regulations.
SECTION 3. TERM OF AGREEMENT
This Agreement shall commence on the date above written and shall continue
until such time as the principal of and interest on the Student Loans which are
subject to this Agreement are paid in full unless terminated by either party
pursuant to Section 12.
SECTION 4. DUTIES OF FMC AND THE SERVICER
4.1. LOST OR DAMAGED RECORDS. In the event that records or other data
submitted to the Servicer for processing should be lost or damaged while in the
possession, control or custody of the Servicer or its agents, such lost or
damaged records or data shall be reproduced by the Servicer at the Servicer's
own cost and expense from microfilm duplicates in the Servicer's possession or
under the Servicer's control.
4.2. SYSTEM CHANGES. The Servicer has the right to change any part or
all of its equipment, its servicing system, computer programs, and its
243398
|
 Bank One
As referenced in this Alternative Servicing Agreement:
Bank One, Na – that the parties hereto may designate as covered by this Agreement in a written
supplement to this Agreement.
1.10. "Program Lender" means Bank One, Na tional Association, and such
other lenders making loans guaranteed by TERI and serviced by Servicer as the
parties may designate as covered by
_____________
dt 100399
;
|
PHEAA
As referenced in this Alternative Servicing Agreement:
PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY
– {DOCUMENT}
{TYPE}EX-10.17
{SEQUENCE}21
{FILENAME}a2117909zex-10_17.txt
{DESCRIPTION}EXHIBIT 10.17
{TEXT}
{Page}
EXHIBIT 10.17
PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY
ALTERNATIVE LOAN SERVICING AGREEMENT FOR THE FIRST MARBLEHEAD CORPORATION
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS
_____________
PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY
– THE FIRST MARBLEHEAD CORPORATION
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
ALTERNATIVE SERVICING AGREEMENT
BETWEEN
PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY
AND
THE FIRST MARBLEHEAD CORPORATION
THIS AGREEMENT is made this day of October, 2001, by and between the
Pennsylvania Higher Education Assistance
_____________
Pennsylvania Higher Education Assistance Agency, – PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY
AND
THE FIRST MARBLEHEAD CORPORATION
THIS AGREEMENT is made this day of October, 2001, by and between the
Pennsylvania Higher Education Assistance Agency, a public corporation and
governmental instrumentality organized under the laws of the Commonwealth of
Pennsylvania, having an address at 1200 North Seventh
_____________
PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY
– a promissory
note and who obtains a Student Loan in accordance with the "Regulations" as set
forth in Section 1.11.
1
{Page}
PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY
ALTERNATIVE LOAN SERVICING AGREEMENT FOR THE FIRST MARBLEHEAD CORPORATION
1.4. "Business Days" means a day of the year other than a
_____________
PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY
– Letter in substantially the form of Schedule A.
1.13. "Servicer Consent Letter" means a letter substantially in the
form of
2
{Page}
PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY
ALTERNATIVE LOAN SERVICING AGREEMENT FOR THE FIRST MARBLEHEAD CORPORATION
Schedule A, to be executed by Servicer, FMC, and an SPE in connection
_____________
dt 310074
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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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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
;
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
;
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
;
|
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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| 2002 |
Master Motor Vehicle Lease and Servicing Agreement [Amendment No. 5]
Master Motor Vehicle Lease and Servicing Agreement [Amendment No. 5] (13K)
Doc #247260: Click preview link for longer preview.
Amendment No. 5
to
Master Motor Vehicle Lease and Servicing Agreement
dated as of January 31, 2002
among
Rental Car Finance Corp.,
as Lessor,
Dollar Rent A Car Systems, Inc.,
as a Lessee,
Thrifty Rent-A-Car System, Inc.,
as a Lessee,
and
Dollar Thrifty Automotive Group, Inc.,
as Master Servicer and Guarantor
--------------------------------------------------------------------------------
{PAGE}
Amendment No. 5
to Master Motor Vehicle Lease and Servicing Agreement
This Amendment No. 5 to Master Motor Vehicle Lease and Servicing Agreement,
dated as of January 31, 2002 ("Amendment"), among Rental Car Finance Corp., an
Oklahoma corporation, as Lessor ("Lessor"), Dollar Rent A Car Systems, Inc., an
Oklahoma corporation, as a Lessee ("Dollar"), Thrifty Rent-A-Car System, Inc.,
an Oklahoma corporation, as a Lessee ("Thrifty") (Dollar and Thrifty are
collectively referred to herein as the "Lessees"), and Dollar Thrifty Automotive
Group, Inc., a Delaware corporation, as Master Servicer and Guarantor (in such
capacity, the "Guarantor") (Lessor, Lessees and the Guarantor are collectively
referred to herein as the "Parties").
Recitals
A. Lessor, Lessees and the Guarantor entered into that certain Master
Motor Vehicle Lease and Servicing Agreement dated as of March 4, 1998, as
subsequently amended by Amendment No. 1 to Master Motor Vehicle Lease and
Servicing Agreement, dated as of November 19, 1998, Amendment No. 2 to Master
Motor Vehicle Lease and Servicing Agreement, dated as of November 9, 2000,
Amendment No. 3 to Master Motor Vehicle Lease and Servicing Agreement, dated as
of December 14, 2000 and Amendment No. 4 to Master Motor Vehicle Lease and
Servicing Agreement, dated as of December 31, 2001 (collectively, the "Master
Lease"); and
B. The Parties wish to amend the Master Lease as provided herein.
NOW THEREFORE, the Parties hereto agree as follows:
1. Definitions. Capitalized terms used in this Amendment not herein
defined shall have the meaning contained in the Master Lease.
2. Amendments. Upon the terms and subject to the conditions set forth in
this Amendment, the parties hereto hereby agree to amend the Master Lease as
follows:
a. Section 24.14 is hereby amended to read in its entirety as
follows:
Section 24.14. Minimum Interest Coverage Ratio and Net Worth. The
Guarantor will not permit (a) the Interest Coverage Ratio, as of the
last day of each Fiscal Quarter, to be less than the ratio of
4.00:1.00, or (b) the Net Worth of the Guarantor to be at any time
less than the sum, as of such time, of (i) $225,000,000, plus (ii)
100% of the net cash proceeds received by the Guarantor in excess of
$45,000,000 pursuant to the Equity Offerings, plus (iii) 50% of the
Net Income of the Guarantor for each Fiscal Year, commencing with the
1998 Fiscal Year, as shall have been completed on or prior to such
time (in each case, with no reduction for net losses), plus (iv) 100%
of Net Equity Proceeds.
b. Section 24.15 is hereby amended by (x) deleting the proviso
immediately preceding subclause (i) thereof in its entirety and
substituting in replacement thereof the following:
{PAGE}
provided, however, that DTAG may declare, pay and make cash
Distributions to, and DTAG (or any of its Subsidiaries) may purchase
or redeem any shares of any class of DTAG's Capital Stock held by,
DTAG's stockholders in any Fiscal Year, so long as
and (y) inserting the phrase "and its Subsidiaries" immediately after the
word "DTAG" in subclauses (ii)(A) and (B) thereof.
c. The following is added as Section 25.5:
Section 25.5. Limitations on Certain Vehicles. Submit requests to
or otherwise cause to be leased hereunder (i) a materially
disproportionate percentage of Vehicles located in Texas and Hawaii
than the aggregate percentage of Vehicles located in those States in
the entire fleet used by Dollar and Thrifty in their daily rental
business, (ii) Financed Vehicles in States other than Texas and
Hawaii, or (iii) Financed Vehicles in excess of 20% of the Vehicles
leased under this Lease and used by Dollar and Thrifty in their daily
rental business.
d. The following text is added as Section 27.10:
Section 27.10. Tax Indemnity. The Guarantor shall indemnify and
hold harmless, the Lessor, the Trustee and the Noteholders from and
against any and all income taxes, together with any interest and any
penalties, additions to tax or additional amounts imposed by the
Internal Revenue Service and/or any state or local income tax
authority, and other losses, costs, liabilities, claims and expenses,
including reasonable attorneys' fees suffered or incurred by the
247260
|
Bank One
As referenced in this Master Motor Vehicle Lease and Servicing Agreement [Amendment No. 5]:
BANK ONE, NA – Amendment as of the date
first above written.
MASTER COLLATERAL AGENT AND TRUSTEE:
-----------------------------------
BANKERS TRUST COMPANY
By: __________________________________________
Name:
Title:
GROUP II NOTEHOLDERS:
--------------------
BANK ONE, NA , in its capacity as Managing Agent
and as a Series 2000-1 Noteholder
By: __________________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA,
_____________
dt 100431
;
Dollar Thrifty
As referenced in this Master Motor Vehicle Lease and Servicing Agreement [Amendment No. 5]:
Dollar Thrifty Automotive Group, – Systems, Inc.,
as a Lessee,
Thrifty Rent-A-Car System, Inc.,
as a Lessee,
and
Dollar Thrifty Automotive Group, Inc.,
as Master Servicer and Guarantor
--------------------------------------------------------------------------------
{PAGE}
Amendment No. 5
to Master Motor Vehicle
_____________
Dollar Thrifty Automotive
Group, – a Lessee ("Thrifty") (Dollar and Thrifty are
collectively referred to herein as the "Lessees"), and Dollar Thrifty Automotive
Group, Inc., a Delaware corporation, as Master Servicer and Guarantor (in such
capacity, the "Guarantor") (
_____________
DOLLAR THRIFTY AUTOMOTIVE GROUP, – McMahon
Treasurer
THRIFTY RENT-A-CAR SYSTEM, INC.
By: __________________________________________
Pamela S. Peck
Treasurer
GUARANTOR:
---------
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By: __________________________________________
Pamela S. Peck
Treasurer
S-1
{PAGE}
The following hereby consent
_____________
dt 74668
;
Nova Scotia
As referenced in this Master Motor Vehicle Lease and Servicing Agreement [Amendment No. 5]:
BANK OF NOVA SCOTIA, – as Managing Agent
and as a Series 2000-1 Noteholder
By: __________________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA, in its capacity as
Managing Agent and as a Series 2000-1
Noteholder
By:
. . .
dt 72408
;
|
Bankers Trust
As referenced in this Master Motor Vehicle Lease and Servicing Agreement [Amendment No. 5]:
BANKERS TRUST – the foregoing Amendment as of the date
first above written.
MASTER COLLATERAL AGENT AND TRUSTEE:
-----------------------------------
BANKERS TRUST COMPANY
By: __________________________________________
Name:
Title:
GROUP II NOTEHOLDERS:
--------------------
BANK ONE, NA, in its capacity as
_____________
dt 73365
;
Rental Car Finance Corp.;
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Master Motor Vehicle Lease and Servicing Agreement [Amendment No. 4]
Master Motor Vehicle Lease and Servicing Agreement [Amendment No. 4] (9K)
Doc #247270: Click preview link for longer preview.
Amendment No. 4
to
Master Motor Vehicle Lease and Servicing Agreement
dated as of December 31, 2001
among
Rental Car Finance Corp.,
as Lessor,
Dollar Rent A Car Systems, Inc.,
as a Lessee,
Thrifty Rent-A-Car System, Inc.,
as a Lessee,
and
Dollar Thrifty Automotive Group, Inc.,
as Master Servicer and Guarantor
------------------------------------------------------------------------------
{PAGE}
Amendment No. 4
to Master Motor Vehicle Lease and Servicing Agreement
This Amendment No. 4 to Master Motor Vehicle Lease and Servicing Agreement,
dated as of December 31, 2001 ("Amendment"), among Rental Car Finance Corp., an
Oklahoma corporation, as Lessor ("Lessor"), Dollar Rent A Car Systems, Inc., an
Oklahoma corporation, as a Lessee ("Dollar"), Thrifty Rent-A-Car System, Inc.,
an Oklahoma corporation, as a Lessee ("Thrifty") (Dollar and Thrifty are
collectively referred to herein as the "Lessees"), and Dollar Thrifty Automotive
Group, Inc., a Delaware corporation, as Master Servicer and Guarantor (in such
capacity, the "Guarantor") (Lessor, Lessees and the Guarantor are collectively
referred to herein as the "Parties").
Recitals
A. Lessor, Lessees and the Guarantor entered into that certain Master
Motor Vehicle Lease and Servicing Agreement dated as of March 4, 1998, as
subsequently amended by Amendment No. 1 to Master Motor Vehicle Lease and
Servicing Agreement, dated as of November 19, 1998, Amendment No. 2 to Master
Motor Vehicle Lease and Servicing Agreement, dated as of November 9, 2000 and
Amendment No. 3 to Master Motor Vehicle Lease and Servicing Agreement, dated as
of December 14, 2000 (collectively, the "Master Lease"); and
B. The Parties wish to amend the Master Lease as provided herein.
Now therefore, the Parties hereto agree as follows:
1. Definitions. Capitalized terms used in this Amendment not herein
defined shall have the meaning contained in the Master Lease.
2. Amendments. The Master Lease is hereby amended as follows:
a. Section 24.14 of the Master Lease is hereby amended to read in its
entirety as follows:
The Guarantor will not permit (a) the Interest Coverage Ratio, as of
the last day of each Fiscal Quarter, to be less than the ratio of
4.00:1.00, or (b) the Fixed Charge Coverage Ratio, as of the last day of
each Fiscal Quarter, to be less than the ratio of 1.00:1.00.
3. Effect of Amendment. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of any of the Parties
hereto under the Master Lease, nor alter, modify, amend or in any way affect any
of the terms, conditions, obligations, covenants or agreements contained in the
Master Lease, all of which are hereby ratified and affirmed in all respects by
each of the Parties hereto and shall continue in full force and effect. This
Amendment shall apply and be effective only with respect to the provisions of
the Master Lease specifically referred to herein, and any references in the
Master Lease to the provisions of the Master Lease specifically referred to
herein shall be to such provisions as amended by this Amendment.
4. Applicable Provisions. Pursuant to Section 22 of the Master Lease,
the Lessor, the Lessees and the Guarantor may enter into an amendment to the
247270
|
Bank One
As referenced in this Master Motor Vehicle Lease and Servicing Agreement [Amendment No. 4]:
Bank One, NA – Amendment as of the date
first above written.
MASTER COLLATERAL AGENT AND TRUSTEE:
Bankers Trust Company
By: ______________________________________
Name:
Title:
GROUP II NOTEHOLDERS:
Bank One, NA , in its capacity as Managing
Agent and as a Series 2000-1 Noteholder
By: ______________________________________
Name:
Title:
The Bank of Nova Scotia,
_____________
dt 100435
;
Dollar Thrifty
As referenced in this Master Motor Vehicle Lease and Servicing Agreement [Amendment No. 4]:
Dollar Thrifty Automotive Group, – Systems, Inc.,
as a Lessee,
Thrifty Rent-A-Car System, Inc.,
as a Lessee,
and
Dollar Thrifty Automotive Group, Inc.,
as Master Servicer and Guarantor
------------------------------------------------------------------------------
{PAGE}
Amendment No. 4
to Master Motor Vehicle
_____________
Dollar Thrifty Automotive
Group, – a Lessee ("Thrifty") (Dollar and Thrifty are
collectively referred to herein as the "Lessees"), and Dollar Thrifty Automotive
Group, Inc., a Delaware corporation, as Master Servicer and Guarantor (in such
capacity, the "Guarantor") (
_____________
Dollar Thrifty Automotive Group, – McMahon
Treasurer
Thrifty Rent-A-Car System, Inc.
By: ______________________________________
Pamela S. Peck
Treasurer
GUARANTOR:
Dollar Thrifty Automotive Group, Inc.
By: ______________________________________
Pamela S. Peck
Treasurer
S-1
{PAGE}
The following hereby consent
_____________
dt 74676
;
Nova Scotia
As referenced in this Master Motor Vehicle Lease and Servicing Agreement [Amendment No. 4]:
Bank of Nova Scotia, – as Managing
Agent and as a Series 2000-1 Noteholder
By: ______________________________________
Name:
Title:
The Bank of Nova Scotia, in its capacity
as Managing Agent and as a Series 2000-1
Noteholder
By:
. . .
dt 72415
;
|
Bankers Trust
As referenced in this Master Motor Vehicle Lease and Servicing Agreement [Amendment No. 4]:
Bankers Trust – the foregoing Amendment as of the date
first above written.
MASTER COLLATERAL AGENT AND TRUSTEE:
Bankers Trust Company
By: ______________________________________
Name:
Title:
GROUP II NOTEHOLDERS:
Bank One, NA, in its capacity as
_____________
dt 73372
;
Rental Car Finance Corp.;
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Master Pooling and Servicing Agreement
Master Pooling and Servicing Agreement (123K)
Doc #990559: Click preview link for longer preview.
GENERAL CABLE CAPITAL FUNDING, INC.
GENERAL CABLE INDUSTRIES, INC.
as Master Servicer
and
THE CHASE MANHATTAN BANK
as Trustee
-----------------------
SERIES 2001-VFC SUPPLEMENT
Dated as of May 9, 2001
to
MASTER POOLING AND SERVICING AGREEMENT
. . .
990559
|
Bank One
As referenced in this Master Pooling and Servicing Agreement:
Bank One, NA – Certificate Purchase Agreement" shall mean the Certificate Purchase
Agreement (Series 2001-VFC), dated as of May 9, 2001 by and among General Cable
Industries, Inc., General Cable Capital Funding, Inc., Bank One, NA (Main Office
Chicago), as the Agent, and the Purchasers.
2
"Change in Control" shall mean the occurrence of any event the result of
which causes the Company not
_____________
Bank One, NA – Date, the last Business Day of the calendar
month immediately preceding such Distribution Date.
"Reduction Notice" shall have the meaning assigned in Section 3.6(d).
"Reference Bank" shall mean, Bank One, NA or such other bank as the
Agent shall designate with the consent of the Seller.
"Required Notice Period" shall mean two Business Days.
"Required Reduction Amount" shall mean, on
_____________
dt 1713540
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| 2002 |
Master Pooling and Servicing Agreement
Master Pooling and Servicing Agreement (168K)
Doc #1195537: Click preview link for longer preview.
SAKS CREDIT CORPORATION
(as successor to Proffitt's Credit Corporation),
as Transferor
and
SAKS INCORPORATED
(formerly named "Proffitt's, Inc."),
as Servicer
and
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
(formerly named "Norwest Bank Minnesota, National Association"),
as Trustee
on behalf of the Certificateholders
______________________________
THIRD AMENDED AND RESTATED SERIES 1997-1 SUPPLEMENT
Dated as of November 19, 2001
to
MASTER POOLING AND SERVICING AGREEMENT
Dated as of August 21, 1997
______________________________
$315,000,000
SAKS CREDIT CARD MASTER TRUST
(formerly named the "Proffitt's . . .
1195537
|
Bank One
As referenced in this Master Pooling and Servicing Agreement:
Bank One, NA – Certificate Purchase Agreement"), by and among the Transferor, the Servicer, Enterprise Funding Corporation, Falcon Asset Securitization Corporation, Windmill Funding Corporation, Bank of America, N.A. (formerly named "NationsBank, N.A."), Bank One, NA (Main Office Chicago) and ABN AMRO Bank N.V., the holders of this Class A-_ Certificate may from time to time be required, prior to the commencement of
_____________
dt 1713643
;
| |
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| 2003 |
Standard Terms of Pooling and Servicing Agreement [Series Supplement]
Standard Terms of Pooling and Servicing Agreement [Series Supplement] (1,241K)
Doc #163043: Click preview link for longer preview.
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANK ONE, NATIONAL ASSOCIATION,
Trustee
SERIES SUPPLEMENT,
DATED AS OF OCTOBER 1, 2003,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
DATED AS OF MARCH 1, 2003
Mortgage Pass-Through Certificates
Series 2003-S18
{PAGE}
{TABLE}
{CAPTION}
TABLE OF CONTENTS
PAGE
DEFINITIONS
{S} {C} {C}
Section 1.01 Definitions..........................................................-3-
Section 1.02 Use of Words and Phrases............................................-12-
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (See Section 2.01 of the Standard
Terms)
...................................................................-13-
Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard Terms)
...................................................................-13-
Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the
Company.............................................................-13-
Section 2.04 Representations and Warranties of Sellers.
...................................................................-15-
Section 2.05 Execution and Authentication of Certificates........................-18-
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account. (See Section 4.01 of the Standard Terms)
...................................................................-20-
Section 4.02 Distributions.......................................................-20-
Section 4.03 Statements to Certificateholders; Statements to Rating Agencies;
Exchange Act Reporting. (See Section 4.03 of the Standard Terms)...-28-
Section 4.04 Distribution of Reports to the Trustee and the Company; Advances by the
Master Servicer. (See Section 4.04 of the Standard Terms)
...................................................................-28-
Section 4.05 Allocation of Realized Losses.......................................-28-
{PAGE}
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property. (See
Section 4.06 of the Standard Terms)
...................................................................-30-
Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the
Standard Terms)
...................................................................-30-
Section 4.08 Surety Bond. (See Section 4.08 of the Standard Terms)
...................................................................-30-
ARTICLE V
THE CERTIFICATES
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
ARTICLE VII
DEFAULT
ARTICLE VIII
CONCERNING THE TRUSTEE
ARTICLE IX
TERMINATION
Section 9.01 Optional Purchase by the Master Servicer of All Certificates; Termination
Upon Purchase by the Master Servicer or Liquidation of All Mortgage
Loans...............................................................-35-
Section 9.02 Additional Termination Requirements. (See Section 9.02 of the Standard
Terms)..............................................................-36-
Section 9.03 Termination of Multiple REMICs. (See Section 9.03 of the Standard
Terms)..............................................................-36-
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration. (See Section 10.01 of the Standard Terms).....-37-
Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification. (See
Section 10.02 of the Standard Terms)................................-37-
Section 10.03 Designation of REMIC(s).............................................-37-
Section 10.04 Distributions on the Uncertificated Class A-V REMIC Regular Interests.
...................................................................-37-
Section 10.05 Compliance with Withholding Requirements............................-38-
{PAGE}
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. (See Section 11.01 of the Standard Terms)
...................................................................-39-
Section 11.02 Recordation of Agreement. Counterparts. (See Section 11.02 of the
Standard Terms)
...................................................................-39-
Section 11.03 Limitation on Rights of Certificateholders. (See Section 11.03 of the
Standard Terms)
...................................................................-39-
Section 11.04 Governing Laws. (See Section 11.04 of the Standard Terms)
...................................................................-39-
Section 11.05 Notices.............................................................-39-
Section 11.06 Required Notices to Rating Agency and Subservicer.
...................................................................-40-
Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard Terms)
...................................................................-40-
Section 11.08 Supplemental Provisions for Resecuritization. (See Section 11.08 of the
Standard Terms)
...................................................................-40-
Section 11.09 Allocation of Voting Rights.........................................-41-
{/TABLE}
{PAGE}
EXHIBITS
Exhibit One: Mortgage Loan Schedule
Exhibit Two: Schedule of Discount Fractions
Exhibit Three: Information to be Included in
Monthly Distribution Date Statement
Exhibit Four: Standard Terms of Pooling and Servicing
Agreement dated as of March 1, 2003
{PAGE}
This is a Series Supplement, dated as of October 1, 2003 (the "Series
Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as
of March 1, 2003 and attached as Exhibit Four hereto (the "Standard Terms" and,
together with this Series Supplement, the "Pooling and Servicing Agreement" or
"Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the
company (together with its permitted successors and assigns, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted
successors and assigns, the "Master Servicer"), and BANK ONE, NATIONAL
ASSOCIATION, as Trustee (together with its permitted successors and assigns, the
"Trustee").
PRELIMINARY STATEMENT
The Company intends to sell Mortgage Pass-Through Certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Trust Fund. As provided herein, the REMIC Administrator will make an
election to treat the entire segregated pool of assets described in the
definition of Trust Fund, and subject to this Agreement (including the Mortgage
Loans but excluding the Initial Monthly Payment Fund), as a real estate mortgage
investment conduit (the "REMIC") for federal income tax purposes.
The terms and provisions of the Standard Terms are hereby incorporated
by reference herein as though set forth in full herein. If any term or provision
contained herein shall conflict with or be inconsistent with any provision
contained in the Standard Terms, the terms and provisions of this Series
Supplement shall govern. Any cross-reference to a section of the Pooling and
Servicing Agreement, to the extent the terms of the Standard Terms and Series
Supplement conflict with respect to that section, shall be a cross-reference to
the related section of the Series Supplement. All capitalized terms not
otherwise defined herein shall have the meanings set forth in the Standard
Terms. The Pooling and Servicing Agreement shall be dated as of the date of the
Series Supplement.
-1-
{PAGE}
The following table sets forth the designation, type, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings
and certain features for each Class of Certificates comprising the interests in
the Trust Fund created hereunder.
{TABLE}
{CAPTION}
AGGREGATE
INITIAL
CERTIFICATE
PASS-THROUGH PRINCIPAL MATURITY MINIMUM
DESIGNATION RATE BALANCE FEATURES(1) DATE FITCH/ S&P DENOMINATIONS(2)
{S} {C} {C} {C} {C} {C} {C}
Class A-1 4.50% $229,306,000.00 Senior October 25, 2018 AAA/AAA $25,000
Class A-2 4.50% $ 20,000,000.00 Super Senior October 25, 2018 AAA/AAA $25,000
Class A-3 4.50% $ 756,000.00 Senior Support October 25, 2018 AAA/AAA $25,000
Senior/Principal
Class A-P 0.00% $ 805,355.13 Only October 25, 2018 AAA/AAA $25,000
Senior/InterestOnly/
Class A-V Variable Rate $ 0.00 Variable Strip October 25, 2018 AAA/AAA 20%
Class R 4.50% $ 100.00 Senior/Residual October 25, 2018 AAA/AAA 20%
Class M-1 4.50% $ 1,395,800.00 Mezzanine October 25, 2018 NA/AA $25,000
Class M-2 4.50% $ 380,500.00 Mezzanine October 25, 2018 NA/A $250,000
Class M-3 4.50% $ 380,500.00 Mezzanine October 25, 2018 NA/BBB $250,000
Class B-1 4.50% $ 253,700.00 Subordinate October 25, 2018 NA/BB $250,000
Class B-2 4.50% $ 126,800.00 Subordinate October 25, 2018 NA/B $126,800
Class B-3 4.50% $ 253,713.95 Subordinate October 25, 2018 NA/NA $250,000
{/TABLE}
The Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of $253,658,469.08.
In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
--------
1 The Class A-1, Class A-2, Class A-3 and Class M Certificates shall be
Book-Entry Certificates. The Class A-P, Class A-V, Class R and Class B
Certificates shall be delivered to the holders thereof in physical form.
2 The Certificates, other than the Class A-V and Class R Certificates, shall
be issuable in minimum dollar denominations as indicated above (by
Certificate Principal Balance or Notional Amount, as applicable) and
integral multiples of $1 (or $1,000 in the case of the Class A-P, Class
B-1, Class B-2 and Class B-3 Certificates) in excess thereof, except that
one Certificate of any of the Class A-P and Class B Certificates that
contains an uneven multiple of $1,000 shall be issued in a denomination
equal to the sum of the related minimum denomination set forth above and
such uneven multiple for such Class or the sum of such denomination and an
integral multiple of $1,000. The Class R Certificates and Class A-V
Certificates shall be issuable in minimum denominations of not less than a
20% Percentage Interest; provided, however, that one Class R Certificate
will be issuable to Residential Funding as "tax matters person" pursuant to
Section 10.01(c) and (e) in a minimum denomination representing a
Percentage Interest of not less than 0.01%.
163043
|
Bank One
As referenced in this Standard Terms of Pooling and Servicing Agreement [Series Supplement]:
BANK ONE, NA – 1
{SEQUENCE}3
{FILENAME}s18supp.txt
{DESCRIPTION}SERIES SUPPLEMENT
{TEXT}
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANK ONE, NA TIONAL ASSOCIATION,
Trustee
SERIES SUPPLEMENT,
DATED AS OF OCTOBER 1, 2003,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
DATED AS OF MARCH
_____________
BANK ONE, NA – permitted successors and assigns, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted
successors and assigns, the "Master Servicer"), and BANK ONE, NA TIONAL
ASSOCIATION, as Trustee (together with its permitted successors and assigns, the
"Trustee").
PRELIMINARY STATEMENT
The Company intends to sell Mortgage Pass-Through
_____________
"Bank One, Na – Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01 of the Standard Terms, which shall be
entitled "Bank One, Na tional Association, as trustee, in trust for the
registered holders of Residential Funding Mortgage Securities I, Inc., Mortgage
Pass-Through Certificates, Series 2003-
_____________
BANK ONE,
NA – RESIDENTIAL FUNDING CORPORATION
Attest:/s/ Julie Malanoski By:/s/ Joe Orning
Name: Julie Malanoski Name: Joe Orning
Title: Vice President Title: Associate
[Seal] BANK ONE,
NA TIONAL
ASSOCIATION as
Trustee
Attest:/s/ Steven E. Charles
Name: Steven E. Charles By: /s/ Keith Richardson
Title: Vice President Name: Keith R.
_____________
Bank One, Na – me, a notary public in
and for said State, personally appeared Keith R. Richardson, known to me to be a
Vice President of Bank One, Na tional Association, a national banking association
that executed the within instrument, and also known to me to be the person who
executed it
_____________
dt 100088
;
Fannie Mae
As referenced in this Standard Terms of Pooling and Servicing Agreement [Series Supplement]:
Federal National Mortgage Association – incurred on a Mortgage Loan caused by or
resulting from an Extraordinary Event.
Fannie Mae: 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.
FASIT: A "financial asset securitization investment trust" within
_____________
dt 80460
;
Cede
As referenced in this Standard Terms of Pooling and Servicing Agreement [Series Supplement]:
Cede &
Co – Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co . The Depository shall at all times be a "clearing corporation" as defined in
Section
CEDE & CO – OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO . OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (
CEDE & CO – AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO . OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC),
CEDE & CO – OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO ., HAS AN INTEREST HEREIN.]
{PAGE}
{TABLE}
{S} {C}
Certificate No. [____] [____]% [Adjustable] [Variable]
CEDE & CO – OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO . OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (
dt 38882
;
|
First National
As referenced in this Standard Terms of Pooling and Servicing Agreement [Series Supplement]:
First National Bank of Chicago – The Credit Support Pledge Agreement,
dated as of November 24, 1998, among the Master Servicer, GMAC Mortgage
Corporation, Combined Collateral LLC and The First National Bank of Chicago (now
known as Bank One, National Association), as custodian.
Cumulative Insurance Payments: As defined in the Series Supplement.
Curtailment: Any Principal Prepayment
_____________
dt 130121
;
Freddie Mac
As referenced in this Standard Terms of Pooling and Servicing Agreement [Series Supplement]:
Freddie Mac, – of the foregoing (other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for
Freddie Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, any international organization,
or
_____________
Freddie Mac: – or REO Disposition occurred.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in
the origination of such Mortgage Loan.
Freddie Mac: Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home
_____________
Freddie Mac, – under this Agreement. The
amount of coverage shall be at least equal to the coverage that would be
required by Fannie Mae or Freddie Mac, whichever is greater, with respect to the
Master Servicer if the Master Servicer were servicing and administering the
Mortgage Loans for Fannie
_____________
Freddie Mac. – is greater, with respect to the
Master Servicer if the Master Servicer were servicing and administering the
Mortgage Loans for Fannie Mae or Freddie Mac. In the event that any such bond or
policy ceases to be in effect, the Master Servicer shall obtain a comparable
replacement
_____________
Freddie Mac; – that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
Fannie Mae or Freddie Mac; and provided further that each Rating Agency's
ratings, if any, of the Senior, Class M or Class B Certificates in effect
_____________
dt 230182
;
More... |
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Pooling and Servicing Agreement
Pooling and Servicing Agreement (649K)
Doc #163038: Click preview link for longer preview.
================================================================================
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
Company,
GMAC MORTGAGE CORPORATION,
Servicer
and
BANK ONE, NATIONAL ASSOCIATION,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of October 30, 2003
GMACM Mortgage Loan Trust 2003-J7
Residential Asset Mortgage Products, Inc.
GMACM Mortgage Pass-Through Certificates, Series 2003-J7
================================================================================
{PAGE}
{TABLE}
{CAPTION}
TABLE OF CONTENTS
PAGE
{S} {C}
ARTICLE I DEFINITIONS...............................................................5
Section 1.01. Definitions.......................................................5
Section 1.02. Use of Words and Phrases.........................................42
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..........42
Section 2.01. Conveyance of Mortgage Loans.....................................42
Section 2.02. Acceptance by Trustee............................................46
Section 2.03. Representations, Warranties and Covenants of the Servicer........47
Section 2.04. Representations and Warranties of the Seller.....................48
Section 2.05. Execution and Authentication of Certificates.....................49
Section 2.06. Purposes and Powers of the Trust Fund............................50
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...........................50
Section 3.01. Servicer to Act as Servicer......................................50
Section 3.02. Subservicing Agreements Between Servicer and Subservicers;
Enforcement of Subservicers' and Seller's Obligations............52
Section 3.03. Successor Subservicers...........................................52
Section 3.04. Liability of the Servicer........................................52
Section 3.05. No Contractual Relationship Between Subservicer and Trustee
or Certificateholders............................................52
Section 3.06. Assumption or Termination of Subservicing Agreements by
Trustee..........................................................53
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account................................................53
Section 3.08. Subservicing Accounts; Servicing Accounts........................55
Section 3.09. Access to Certain Documentation and Information Regarding
the Mortgage Loans...............................................56
Section 3.10. Permitted Withdrawals from the Custodial Account.................57
Section 3.11. Maintenance of the Primary Insurance Policies; Collections
Thereunder.......................................................58
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity
Coverage.........................................................59
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.....................61
Section 3.14. Realization Upon Defaulted Mortgage Loans........................62
i
{PAGE}
Section 3.15. Trustee to Cooperate; Release of Mortgage Notes..................65
Section 3.16. Servicing and Other Compensation; Compensating Interest..........67
Section 3.17. Periodic Filings with the Securities and Exchange
Commission; Additional Information...............................67
Section 3.18. Annual Statement as to Compliance................................68
Section 3.19. Annual Independent Public Accountants' Servicing Report..........69
Section 3.20. Rights of the Company in Respect of the Servicer.................69
Section 3.21. Administration of Buydown Funds..................................69
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS...........................................70
Section 4.01. Payment Account..................................................70
Section 4.02. Distributions....................................................70
Section 4.03. Statements to Certificateholders.................................80
Section 4.04. Distribution of Reports to the Trustee and the Company;
Advances by the Servicer.........................................81
Section 4.05. Allocation of Realized Losses....................................82
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property....84
Section 4.07. Optional Purchase of Defaulted Mortgage Loans....................84
Section 4.08. Determination of LIBOR...........................................84
ARTICLE V THE CERTIFICATES.........................................................85
Section 5.01. The Certificates.................................................85
Section 5.02. Registration of Transfer and Exchange of Certificates............86
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates................92
Section 5.04. Persons Deemed Owners............................................92
Section 5.05. Appointment of Paying Agent......................................93
Section 5.06. Optional Purchase of Certificates................................93
ARTICLE VI THE COMPANY AND THE SERVICER.............................................95
Section 6.01. Respective Liabilities of the Company and the Servicer...........95
Section 6.02. Merger or Consolidation of the Company or the Servicer;
Assignment of Rights and Delegation of Duties by Servicer........95
Section 6.03. Limitation on Liability of the Company, the Servicer and
Others...........................................................96
Section 6.04. Company and Servicer Not to Resign...............................96
ii
{PAGE}
ARTICLE VII DEFAULT..................................................................97
Section 7.01. Events of Default................................................97
Section 7.02. Trustee to Act; Appointment of Successor.........................99
Section 7.03. Notification to Certificateholders..............................100
Section 7.04. Waiver of Events of Default.....................................100
ARTICLE VIII CONCERNING THE TRUSTEE..................................................101
Section 8.01. Duties of Trustee...............................................101
Section 8.02. Certain Matters Affecting the Trustee...........................103
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans...........104
Section 8.04. Trustee May Own Certificates....................................104
Section 8.05. Servicer to Pay Trustee's Fees and Expenses; Indemnification....105
Section 8.06. Eligibility Requirements for Trustee............................105
Section 8.07. Resignation and Removal of the Trustee..........................106
Section 8.08. Successor Trustee...............................................107
Section 8.09. Merger or Consolidation of Trustee..............................107
Section 8.10. Appointment of Co-Trustee or Separate Trustee...................107
Section 8.11. Appointment of Custodians.......................................108
Section 8.12. Appointment of Office or Agency.................................109
ARTICLE IX TERMINATION.............................................................109
Section 9.01. Termination Upon Purchase by the Servicer or Liquidation of
All Mortgage Loans..............................................109
Section 9.02. Additional Termination Requirements.............................111
ARTICLE X REMIC PROVISIONS........................................................112
Section 10.01. REMIC Administration............................................112
Section 10.02. Servicer, REMIC Administrator and Trustee Indemnification.......115
Section 10.03. Designation of REMIC(s).........................................116
Section 10.04. Distributions on Uncertificated REMIC I Regular Interests
and REMIC II Regular Interests..................................116
Section 10.05. Compliance with Withholding Requirements........................117
ARTICLE XI MISCELLANEOUS PROVISIONS................................................117
Section 11.01. Amendment.......................................................117
Section 11.02. Recordation of Agreement; Counterparts..........................119
iii
{PAGE}
Section 11.03. Limitation on Rights of Certificateholders......................120
Section 11.04. Governing Law...................................................120
Section 11.05. Notices.........................................................120
Section 11.06. Required Notices to Rating Agency and Subservicer...............121
Section 11.07. Severability of Provisions......................................122
Section 11.08. Supplemental Provisions for Resecuritization....................122
Section 11.09. Allocation of Voting Rights.....................................123
Section 11.10. Non-Petition....................................................123
iv
{PAGE}
TABLE OF CONTENTS
(CONTINUED)
EXHIBITS
Exhibit A-1: Form of Class A Certificate
Exhibit A-2: Form of Class IO Certificate
Exhibit A-3: Form of Class PO Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Mortgage Loan Schedule
Exhibit F: Form of Request for Release
Exhibit G-1: Form of Transfer Affidavit and Agreement
Exhibit G-2: Form of Transferor Certificate
Exhibit H: Form of Investor Representation Letter
Exhibit I: Form of Transferor Representation Letter
Exhibit J: Form of Rule 144A Investment Representation Letter
Exhibit K: Form of Lender Certification for Assignment of Mortgage Loan
Exhibit L: Schedule of Disco |