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Administrative Services Agreement
Administrative Services Agreement (8K)
Doc #101886: Click preview link for longer preview.
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, dated as of October 3, 2002 between ISKO DOKUMA ISLETMELERI SANAYI VE TICARET A.S. ("Isko"), a corporation organized under the laws of Turkey, and ISKONE DENIM PAZARLAMA A.S. ("JV"), a corporation organized under the laws of Turkey.
RECITALS
A. JV has been formed and organized by Isko, and Cone Mills Corporation ("Cone"), a corporation organized under the laws of the State of North Carolina, United States of America, to sell denim fabrics to Levi Strauss Europe or its 100% owned subsidiaries ("LSE") for Levi's(R) 501(R) jeans, such fabrics to be marketed to LSE by Cone and produced by Isko based upon orders allocated by Cone and accepted by Isko.
B. Formation and operation of JV will provide Isko with the opportunity to distribute a wider variety of products.
C. In connection with the foregoing, Isko has agreed to provide JV support for certain administrative services and assistance, thereby creating a mutually beneficial arrangement, all upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto agree as follows:
101886
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Cone Mills
As referenced in this Administrative Services Agreement:
CONE MILLS CORP –
CONE MILLS CORP _____________
dt 1849986
;
Isko Dokuma
As referenced in this Administrative Services Agreement:
ISKO DOKUMA ISLETMELERI SANAYI VE TICARET – DOCUMENT}
{TYPE}EX-10
{SEQUENCE}7
Exhibit 10.27.5
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, dated as of October 3,
2002 between ISKO DOKUMA ISLETMELERI SANAYI VE TICARET A.S. ("Isko"), a
corporation organized under the laws of Turkey, and ISKONE DENIM PAZARLAMA A.S.
("JV"), a corporation organized under the _____________
Isko Dokuma Isletmeleri Sanayi ve Ticaret – deemed validly given upon personal delivery or one day
after being sent by telecopy or overnight courier service, (i) if to Isko at:
Isko Dokuma Isletmeleri Sanayi ve Ticaret A.S., Organize Sanayi Bolgesi, 3.
Cadde 16425, Inegol/BURSA, telecopy: +90-224-714-8016, and (ii) if to JV at:
Organize Sanayi _____________
ISKO DOKUMA ISLETMELERI SANAYI
VE TICARET – parties.
3
{PAGE}
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.
ISKO DOKUMA ISLETMELERI SANAYI
VE TICARET A.S.
By /s/ Zekeriye Konukuglu
Name: Zekeriye Konukuglu
Title:
ISKONE DENIM PAZARLAMA A.S.
By /s/ Oguzhan Gurdogan
Name: Oguzhan Gurdogan
Title:
_____________
dt 220327
;
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Mills
As referenced in this Administrative Services Agreement:
Mills
Corp – A.S.
("JV"), a corporation organized under the laws of Turkey.
RECITALS
A. JV has been formed and organized by Isko, and Cone Mills
Corp oration ("Cone"), a corporation organized under the laws of the State of
North Carolina, United States of America, to sell denim fabrics to _____________
Mills Corp – Inegol/BURSA, telecopy:
+90-224-714-8016; in each case with a copy to Cone; (iii) if to Cone at: c/o
Cone Mills Corp oration, 804 Green Valley Road, Greensboro, North Carolina 27408,
attention: General Counsel, telecopy: 336-379-6972, with copy to Isko; or at
such _____________
dt 109815
;
Iskone Denim Pazarlama A.S.
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 | 2001 |
Support Services Agreement
Support Services Agreement (11K)
Doc #145641: Click preview link for longer preview.
SUPPORT SERVICES AGREEMENT
THIS SUPPORT SERVICES AGREEMENT (this "Agreement") is made and entered into as of November 1, 2001 by and between Mariner Investment Group, Inc., a New York corporation (the "Company"), and LASER Mortgage Management, Inc., a Delaware corporation ("LASER").
WITNESSETH
WHEREAS, the Company wishes to provide certain services to LASER, and LASER wishes to have such services provided by the Company, upon the terms and subject to the conditions set forth herein:
NOW, THEREFORE, the parties hereto agree as follows:
1. Services. The Company and LASER agree that the Company shall provide to LASER the services described on Exhibit A attached hereto (the "Services"), in consideration of the fees described in Section 3 hereof, during the term of this Agreement. LASER is not engaging the Company to manage any portion of its securities portfolio and the parties hereto acknowledge that the Company is not acting as an investment manager to LASER. Nothing in this Agreement shall prevent Mariner or any of its affiliates from engaging in other businesses or from rendering services of any kind to any other entity.
2. Term. The term of this Agreement shall commence on the date hereof and shall terminate on January 31, 2002; provided, however, the Company or LASER may terminate this Agreement without cause and without penalty (but subject to paying Mariner any fees which have accrued as of the date of such termination at any time during the term) upon 30 days prior written notice to the other party (unless such party agrees in writing to shorten such period). After January 31, 2002, this Agreement shall continue in effect for automatic successive one-month terms unless and until either party hereto has given notice in accordance with this Section 2.
145641
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Laser Mortgage
As referenced in this Support Services Agreement:
LASER Mortgage Management, – made and entered into as of November 1, 2001 by and between Mariner Investment Group, Inc., a New York corporation (the "Company"), and LASER Mortgage Management, Inc., a Delaware corporation ("LASER").
WITNESSETH
WHEREAS, the Company wishes to provide certain services to LASER, and LASER wishes to have such _____________
LASER Mortgage Management, – Mariner Investment Group, Inc.
780 Third Avenue
16th Floor
New York, New York 10017
Attn: Chairman
Facsimile: (212) 758-6680
If to LASER:
LASER Mortgage Management, Inc.
780 Third Avenue
16th Floor
New York, New York 10017
Attn: President
Facsimile: (212) 758-6680
10. Governing Law. This Agreement _____________
LASER MORTGAGE MANAGEMENT, – Agreement as of the date first above written.
MARINER INVESTMENT GROUP, INC.
By: /s/ William J. Michaelcheck
Name: William J. Michaelcheck
Title: Chairman
LASER MORTGAGE MANAGEMENT, INC.
By: /s/ Charles R. Howe II
Name: Charles R. Howe II
Title: Vice President, Treasurer and Secretary
EXHIBIT A
DESCRIPTION OF _____________
dt 110726
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 | 2003 |
Trust, Pooling and Servicing Agreement
Trust, Pooling and Servicing Agreement (519K)
Doc #150298: Click preview link for longer preview.
TRUST, POOLING AND SERVICING AGREEMENT
Trust, Pooling and Servicing Agreement (this "Agreement"), dated as of March 1, 2003, among Structured Asset Mortgage Investments Inc., a Delaware corporation, as seller (the "Seller"), Deutsche Bank National Trust Company, a national banking association, not in its individual capacity but solely as trustee (the "Trustee"), Deutsche Bank Trust Company Delaware, a Delaware banking corporation, not in its individual capacity but solely as Delaware trustee (the "Delaware Trustee"), Wells Fargo Bank Minnesota, National Association, a national banking association, as master servicer (in such capacity, the "Master Servicer") and as securities administrator (in such capacity, the "Securities Administrator"), and Thornburg Mortgage Home Loans, Inc. ("Thornburg").
PRELIMINARY STATEMENT
On April 1, 2003 the Seller formed Thornburg Mortgage Securities Trust 2003-2, as a Delaware statutory trust (the "Trust") pursuant to the Trust Agreement, dated April 1, 2003 (the "Original Trust Agreement"), among the Seller, the Trustee and the Delaware Trustee.
The parties to this Agreement desire to amend and restate the Original Trust Agreement in its entirety, and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby amended, restated and replaced in its entirety on the Closing Date by this Agreement.
Through this Agreement, the Seller intends to cause the issuance and sale of the Trust's Mortgage Pass-Through Certificates, Series 2003-2 (the "Certificates") representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below).
On or prior to the Closing Date, the Seller acquired the Mortgage Loans from Thornburg. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust.
The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-1 Certificate will be designated the "residual interest" in such REMIC.
The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-2 Certificate will be designated the "residual interest" in such REMIC.
The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,060,891,769.76. The initial principal amount of the Certificates will not exceed the sum of such Outstanding Principal Balance and the cash deposit made on the Closing Date pursuant to Section 2.01(a).
In consideration of the mutual agreements herein contained, the Seller, the Master Servicer, the Securities Administrator, Thornburg, the Delaware Trustee and the Trustee agree as follows:
ARTICLE I
Definitions
Whenever used in this Agreement, the following words and phrases, unless otherwise expressly provided or unless the context otherwise requires, shall have the meanings specified in this Article.
1998-1 Mortgage Loans: Those Mortgage Loans that were purchased by the Mortgage Loan Seller from the 1998-1 Trust.
1998-1 Primary Servicer: A Primary Servicer of the 1998-1 Mortgage Loans.
1998-1 Trust: TMA Mortgage Funding Trust I.
Accepted Master Servicing Practices: With respect to any Mortgage Loan, as applicable, either (x) those customary mortgage servicing practices of prudent mortgage servicing institutions that master service mortgage loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, to the extent applicable to the Trustee or the Master Servicer (except in its capacity as successor to a Servicer), or (y) as provided in the applicable Servicing Agreement, to the extent applicable to any Servicer, but in no event below the standard set forth in clause (x).
Account: The Master Servicer Collection Account, the Distribution Account, the Yield Maintenance Account and each Servicer Account, as the context may require.
Additional Collateral: With respect to any Additional Collateral Mortgage Loan, the marketable securities or other assets subject to a security interest pursuant to a related pledge agreement.
Additional Collateral Mortgage Loan: Each Mortgage Loan identified as such in the Mortgage Loan Schedule and as to which Additional Collateral is then required to be provided as security therefor.
Affiliate: As to any Person, any other Person controlling, controlled by or under common control with such Person. "Control" means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise. "Controlled" and "Controlling" have meanings correlative to the foregoing. The Trustee may conclusively presume that a Person is not an Affiliate of another Person unless a Responsible Officer of the Trustee has actual knowledge to the contrary.
Aggregate Expense Rate: With respect to any Mortgage Loan, the sum of the applicable Servicing Fee Rates, the Master Servicing Fee Rate, the Trustee Fee Rate, the Lender-Paid PMI Rate (if applicable), and the Retained Interest Rate (if applicable).
Agreement: This Trust, Pooling and Servicing Agreement and all amendments hereof and supplements hereto.
Applicable Credit Rating: For any long-term deposit or security, a credit rating of "AAA" in the case of S&P and "Aaa" in the case of Moody's. For any short-term deposit or security, a rating of "A-l+" in the case of S&P and P-1 in the case of Moody's.
Applicable Margin: The Class A Margin, the Class M-1 Margin or the Class M-2 Margin, as applicable.
Applicable State Law: For purposes of Section 9.12(d), the Applicable State Law shall be (a) the law of the State of Delaware and (b) such other state law whose applicability shall have been brought to the attention of the Securities Administrator and the Trustee by either (i) an Opinion of Counsel reasonably acceptable to the Securities Administrator and the Trustee delivered to it by the Master Servicer, Thornburg or the Seller, or (ii) written notice from the appropriate taxing authority as to the applicability of such state law.
Applied Realized Loss Amount: With respect to any Class of Subordinate Certificates and as to any Distribution Date, the sum of the Realized Losses with respect to the Mortgage Loans which have been applied in reduction of the Current Principal Amount of such Class which shall, on any such Distribution Date, equal with respect to the Class M-2 Certificates and Class M-1 Certificates in that order so long as their respective Current Principal Amounts have not been reduced to zero, the amount, if any, by which, (i) the aggregate Current Principal Amount of all of the Certificates (after all distributions of principal on such Distribution Date) exceeds (ii) the aggregate Scheduled Principal Balance of all of the Mortgage Loans as of the last day of the related Due Period.
150298
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McGraw-Hill Companies
As referenced in this Trust, Pooling and Servicing Agreement:
McGraw-Hill Companies, Inc – of the Private Certificates to Thornburg or an Affiliate of Thornburg, or from such Affiliate to Thornburg.
S&P: Standard & Poor's Ratings Services, a Division of the McGraw-Hill Companies, Inc . and its successors in interest.
Scheduled Principal: The principal portion of any Monthly Payment.
Scheduled Principal Balance: For any Mortgage Loan or related REO Property with respect to a _____________
dt 1516305
;
Thornburg
As referenced in this Trust, Pooling and Servicing Agreement:
THORNBURG MORTGAGE – Doyle
Title: Vice President
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as Securities
Administrator
By:/s/ Amy Doyle
Name: Amy Doyle
Title: Vice President
THORNBURG MORTGAGE HOME
LOANS, INC.
By: /s/ Deborah J. Burns
Name: Deborah J. Burns
Title: Vice President
Agreed and Accepted
as to Section 3.21:
_____________
THORNBURG MORTGAGE – HOME
LOANS, INC.
By: /s/ Deborah J. Burns
Name: Deborah J. Burns
Title: Vice President
Agreed and Accepted
as to Section 3.21:
THORNBURG MORTGAGE INC.
By: /s/ Deborah J. Burns
Name: Deborah J. Burns
Title: Vice President
STATE OF NEW YORK
)
) ss:
COUNTY OF NEW YORK
)
On _____________
Thornburg Mortgage – April 2003 before me, a notary public in and for said State, personally appeared _______________, known to me to be a _________________ of Thornburg Mortgage Home Loans, Inc., the corporation that executed the within instrument, and also known to me to be the person who executed it on _____________
THORNBURG MORTGAGE – Wells Fargo Bank
Minnesota, National Association
CUSIP: 885220 DC 4
Trustee: Deutsche Bank National Trust
Company
Assumed Final Distribution Date:
April 25, 2043
THORNBURG MORTGAGE SECURITIES TRUST 2003-2
MORTGAGE PASS-THROUGH CERTIFICATE SERIES 2003-2
evidencing a fractional undivided interest in the distributions allocable to the Class _____________
Thornburg Mortgage – MORTGAGE PASS-THROUGH CERTIFICATE SERIES 2003-2
evidencing a fractional undivided interest in the distributions allocable to the Class A Certificates issued by Thornburg Mortgage Securities Trust 2003-2, a Delaware statutory trust (the Trust) consisting primarily of a pool of one- to four-family, first lien, hybrid _____________
dt 109548
;
Fannie Mae
As referenced in this Trust, Pooling and Servicing Agreement:
Fannie Mae – the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Fannie Mae or Freddie Mac; (b) shall have a net worth of not less than $10,000,000 (unless otherwise approved by each Rating _____________
Fannie Mae – so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Fannie Mae - or Freddie Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not _____________
dt 97311
;
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ISDA
As referenced in this Trust, Pooling and Servicing Agreement:
ISDA – effective as of April 3, 2003, by and between the Yield Maintenance Provider and the Trust, Ref. Nos. FXTMST0321 - Amended, FXTMST0322 - Amended and FXTMST0323 -Amended, which each include the related ISDA Master Agreement, the Schedule thereto and the related Confirmation.
Yield Maintenance Payment: For each Yield Maintenance Agreement and a Distribution Date, the amount, if any, to be paid pursuant _____________
dt 1603524
;
Bankers Trust
As referenced in this Trust, Pooling and Servicing Agreement:
Bankers Trust – Custodial Agreement dated June 26, 1997 between Deutsche Bank National Trust Company (formerly known as Bankers Trust Company of California N.A.) and Thornburg Mortgage, Inc. (formerly known as Thornburg Mortgage Asset
dt 44258
;
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Reconstituted Servicing Agreement
Reconstituted Servicing Agreement (275K)
Doc #150363: Click preview link for longer preview.
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this Agreement), entered into as of the 1st day of January, 2003, by and among THORNBURG MORTGAGE HOME LOANS, INC., a Delaware corporation (Thornburg or the Seller), MORGAN STANLEY DEAN WITTER CREDIT CORPORATION, a Delaware corporation (the Servicer), Wells Fargo Bank Minnesota, National Association, as master servicer (the Master Servicer), and acknowledged by DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee (the Trustee), recites and provides as follows:
RECITALS
WHEREAS, the Seller has conveyed certain mortgage loans identified on Schedule I hereto (the Mortgage Loans) to Greenwich Capital Acceptance, Inc. (GCA), which in turn has conveyed the Mortgage Loans to the Trustee, on behalf of Thornburg Mortgage Securities Trust 2003-1 (the Trust), under a pooling and servicing agreement dated as of January 1, 2003 (the Pooling and Servicing Agreement), among the Trustee, the Master Servicer, Wells Fargo Bank Minnesota, National Association, as securities administrator, GCA, as depositor (referred to herein as the Depositor), Deutsche Bank National Trust Company Delaware, as Delaware trustee, and the Seller;
WHEREAS, the Mortgage Loans were purchased by the Seller pursuant to a Master Mortgage Loan Purchase Agreement between the Seller and the Servicer, as seller, dated May 1, 2001 (the Master Purchase Agreement), a copy of which is attached as Exhibit B hereto;
WHEREAS, the Mortgage Loans are currently being serviced by the Servicer pursuant to a Master Servicing Agreement between the Seller and the Servicer, dated as of May 1, 2001, as amended by that certain Amendment to Master Servicing Agreement between the Seller and the Servicer, dated January 22, 2003 (the Master Servicing Agreement), a copy of which is attached as Exhibit C hereto;
WHEREAS, the Seller desires that the Servicer continue to service the Mortgage Loans, and the Servicer has agreed to do so, subject to the rights of the Seller to terminate the rights and obligations of the Servicer hereunder without cause but subject to the other conditions set forth herein;
WHEREAS, the Master Servicer and any successor master servicer shall be obligated, among other things, to supervise the servicing of the Mortgage Loans on behalf of the Trustee, and shall have the right, under certain circumstances, to terminate the rights and obligations of the Servicer upon the occurrence and continuance of an Event of Default by the Servicer under this Agreement;
WHEREAS, the Seller and the Servicer desire that the provisions of the Master Servicing Agreement shall apply to the Mortgage Loans, but only to the extent provided herein and that this Agreement shall constitute a Reconstitution Agreement as defined under the Master Servicing Agreement which shall govern the Mortgage Loans for so long as such Mortgage Loans remain subject to the provisions of the Pooling and Servicing Agreement;
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Seller, the Master Servicer and the Servicer hereby agree as follows:
AGREEMENT
1.
Definitions. Capitalized terms used and not defined in this Agreement, including Exhibit A hereto, and any provisions of the Master Servicing Agreement incorporated by reference herein, shall have the meanings ascribed to such terms in the Pooling and Servicing Agreement.
2.
Trust Cut-off Date. The parties hereto acknowledge that by operation of Sections 4.05 and 6.01 of the Master Servicing Agreement, the remittance on February 18, 2003 to the Trust is to include principal due after January 1, 2003 (the Trust Cut-off Date) plus interest at the Mortgage Loan Remittance Rate due on the related Due Date exclusive of any portion thereof allocable to a period prior to the Trust Cut-off Date, with the adjustments specified in clauses (i) and (ii) of Section 6.01 of the Master Servicing Agreement.
3.
Servicing. The Servicer agrees, with respect to the Mortgage Loans, to perform and observe the duties, responsibilities and obligations that are to be performed and observed under the provisions of the Master Servicing Agreement, except as otherwise provided herein and on Exhibit A hereto, and that the provisions of the Master Servicing Agreement, as so modified, are and shall be a part of this Agreement to the same extent as if set forth herein in full.
4.
Master Servicing; Termination of Servicer. The Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee, which is acting on behalf of the Trust, the owner of the Mortgage Loans, shall have the same rights as the Owner under the Master Servicing Agreement to enforce the obligations of the Servicer under the Master Servicing Agreement and the term Owner as used in the Servicing Agreement in connection with any rights of the Owner shall refer to the Master Servicer, except as otherwise specified in Exhibit A hereto. The Master Servicer shall be entitled to terminate the rights and obligations of the Servicer under this Agreement upon the failure of the Servicer to perform any of its obligations under this Agreement, as provided in Article X of the Master Servicing Agreement. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer assume any of the obligations of the Owner under the Master Servicing Agreement; and, in connection with the performance of the Master Servicers duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all of the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Agreement.
150363
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McGraw-Hill Companies
As referenced in this Reconstituted Servicing Agreement:
McGraw-Hill Companies, Inc – Owner upon request, as such list may from time to time be amended.
Standard & Poors: Standard & Poors Ratings Services, a division of the McGraw-Hill Companies, Inc ., or its successor in interest.
Subservicer: Any person with which the Servicer has entered into a Subservicing Agreement and which meets the _____________
dt 310814
;
Thornburg
As referenced in this Reconstituted Servicing Agreement:
THORNBURG MORTGAGE – 2
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this Agreement), entered into as of the 1st day of January, 2003, by and among THORNBURG MORTGAGE HOME LOANS, INC., a Delaware corporation (Thornburg or the Seller), MORGAN STANLEY DEAN WITTER CREDIT CORPORATION, a Delaware corporation (the Servicer), Wells Fargo _____________
Thornburg Mortgage – the Mortgage Loans) to Greenwich Capital Acceptance, Inc. (GCA), which in turn has conveyed the Mortgage Loans to the Trustee, on behalf of Thornburg Mortgage Securities Trust 2003-1 (the Trust), under a pooling and servicing agreement dated as of January 1, 2003 (the Pooling and Servicing Agreement), _____________
Thornburg Mortgage – All notices and other written information required to be delivered to the Seller hereunder shall be delivered to it at the following address:
Thornburg Mortgage Home Loans, Inc.
150 Washington Avenue, Suite 302
Santa Fe, New Mexico 87501
Attention: Deborah Burns (Thornburg 2003-1)
Telephone: (505) 954-5315
_____________
THORNBURG MORTGAGE – held in a securitization pursuant to which a REMIC election will be made.
Executed as of the day and year first above written.
THORNBURG MORTGAGE HOME LOANS,
INC.,
as Seller
By: /s/Deborah J. Burns
Name: Deborah J. Burns
Title: Vice President
MORGAN STANLEY DEAN WITTER
CREDIT CORPORATION,
_____________
Thornburg Mortgage – Servicer
By: /s/Amy Doyle
Name: Amy Doyle
Title: Vice President
Acknowledged By:
DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Trustee on behalf of Thornburg Mortgage Securities Trust 2003-1
By: /s/Ronaldo Reyes
Name: Ronaldo Reyes
Title: Associate
EXHIBIT A
Modifications to the Master Servicing Agreement
1.
Unless _____________
dt 109550
;
Fannie Mae
As referenced in this Reconstituted Servicing Agreement:
Federal National Mortgage Association – Mortgaged Property at the date of origination of the Refinanced Mortgage Loan.
Fannie Mae: The Federal National Mortgage Association or any successor organization.
Fixed Rate Mortgage Loan: A Mortgage Loan that provides for _____________
Federal National Mortgage Association – Any one of the conditions or circumstances enumerated in Section 10.01.
Fannie Mae: The Federal National Mortgage Association or any successor thereto.
Freddie Mac: The Federal Home Loan Mortgage Corporation or any _____________
dt 80399
;
|
Bankers Trust
As referenced in this Reconstituted Servicing Agreement:
Bankers Trust – time.
Custodian: The Custodian under the Custodial Agreement, or its successor who shall initially be Bankers Trust Company of California, N.A.
Cut-off Date: With respect to each Mortgage Loan, in
dt 44260
;
Chase Manhattan
As referenced in this Reconstituted Servicing Agreement:
Chase Manhattan Bank, – at an annual rate equal to the rate of interest as is publicly announced from time to time at its principal office by Chase Manhattan Bank, N. A., New York, New York, as its prime lending rate (which is not necessarily its lowest rate) (or if Chase Manhattan _____________
Chase Manhattan Bank, – Chase Manhattan Bank, N. A., New York, New York, as its prime lending rate (which is not necessarily its lowest rate) (or if Chase Manhattan Bank, N.A. shall cease to exist or to announce such rate, then such rate shall be a reasonably comparable rate determined by _____________
dt 101796
;
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Trust, Pooling and Servicing Agreement
Trust, Pooling and Servicing Agreement (388K)
Doc #150478: Click preview link for longer preview.
TRUST, POOLING AND SERVICING AGREEMENT
Dated as of November 1, 2002
THORNBURG MORTGAGE SECURITIES TRUST 2002-4, Mortgage Pass-Through Certificates, Series 2002-4
TABLE OF CONTENTS
Page
ARTICLE I
Definitions
ARTICLE IA
Organization
Section 1A.01. Section 1A.02. Section 1A.03. Section 1A.04. Section 1A.05. Section 1A.06. Section 1A.07. Section 1A.08. Name of Trust Office Declaration of Trust Purpose and Powers Liability of the Certificateholders Title To Trust Property Situs of Trust The Delaware Trustee 32 33 33 33 33 33 34 34
ARTICLE II
Conveyance of Mortgage Loans; Original Issuance of Certificates
Section 2.01 Section 2.02 Section 2.03 Section 2.04 Section 2.05 Section 2.06 Section 2.07 Section 2.08 Conveyance of Mortgage Loans and Other Assets to the Trust Acceptance of Mortgage Loans and Other Trust Assets by Trustee Mortgage Loan Purchase Agreement Substitution of Mortgage Loans Issuance of Certificates Representations and Warranties Concerning the Seller Representations and Warranties Concerning the Mortgage Loans Appointment of Custodian 36 40 42 43 44 45 46 46
ARTICLE III
Administration and Servicing of Mortgage Loans
Section 3.01 Section 3.02 Section 3.03 Section 3.04 Section 3.05 Section 3.06 Section 3.07 Section 3.08 Section 3.09 Section 3.10 Section 3.11 Section 3.12 Section 3.13 Section 3.14 Section 3.15 Section 3.16 Section 3.17 Section 3.18 Section 3.19 Section 3.20 Section 3.21 Section 3.22 Master Servicer REMIC-Related Covenants Monitoring of Servicers Fidelity Bond Power to Act; Procedures Due-on-Sale Clauses; Assumption Agreements Release of Mortgage Files Documents, Records and Funds in Possession of Master Servicer To Be Held for Trust Standard Hazard Insurance and Flood Insurance Policies Presentment of Claims and Collection of Proceeds Maintenance of the Primary Mortgage Insurance Policies Trustee to Retain Possession of Certain Insurance Policies and Documents Realization Upon Defaulted Mortgage Loans Additional Compensation to the Master Servicer REO Property Annual Officer's Certificate as to Compliance Annual Independent Accountant's Servicing Report and Certification Reports Filed with Securities and Exchange Commission Amendments to Master Servicing Guide and Correspondent Sellers Guide UCC Optional Purchase of Certain Mortgage Loans Instructions to the Trustee 48 49 49 50 50 51 51 52 53 54 54 54 55 55 55 56 56 57 57 58 58 59
ARTICLE IV
Accounts
Section 4.01 Section 4.02 Section 4.03 Section 4.04 Section 4.05 Servicer Accounts Master Servicer Collection Account Permitted Withdrawals and Transfers from the Master Servicer Collection Account Distribution Account Permitted Withdrawals and Transfers from the Distribution Account 60 61 62 64 65
ARTICLE V
Certificates
Section 5.01 Section 5.02 Section 5.03 Section 5.04 Section 5.05 Section 5.06 Section 5.07 Section 5.08 Certificates Registration of Transfer and Exchange of Certificates Mutilated, Destroyed, Lost or Stolen Certificates Persons Deemed Owners Transfer Restrictions on Residual Certificates Restrictions on Transferability of Certificates ERISA Restrictions Rule 144A Information 66 70 74 74 74 76 76 77
ARTICLE VI
Payments to Certificateholders
Section 6.01 Section 6.02 Section 6.03 Section 6.04 Section 6.05 Section 6.06 Section 6.07 Distributions on the Certificates Allocation of Losses Payments Statements to the Trustee and the Certificateholders Monthly Advances Reserved Compensating Interest Payments 78 81 83 83 86 86 86
ARTICLE VII
The Master Servicer
Section 7.01 Section 7.02 Section 7.03
Section 7.04 Section 7.05 Section 7.06 Section 7.07 Liabilities of the Master Servicer Merger or Consolidation of the Master Servicer Indemnification of the Trustee, the Delaware Trustee, the Seller, the Master Servicer and the Securities Administrator Limitations on Liability of the Master Servicer and Others Master Servicer Not to Resign Successor Master Servicer Sale and Assignment of Master Servicing 87 87
87 88 89 89 89
ARTICLE VIII
Default
Section 8.01 Section 8.02 Section 8.03 Section 8.04 Section 8.05 Events of Default Trustee to Act; Appointment of Successor Notification to Certificateholders Waiver of Defaults List of Certificateholders 91 92 93 93 94
ARTICLE IX
Concerning the Trustee and the Securities Administrator
Section 9.01 Section 9.02 Section 9.03 Section 9.04
Section 9.05 Section 9.06 Section 9.07 Section 9.08 Section 9.09 Section 9.10 Section 9.11 Section 9.12 Duties of Trustee and Securities Administrator Certain Matters Affecting the Trustee and the Securities Administrator Trustee and Securities Administrator Not Liable for Certificates or Mortgage Loans Trustee, Custodian, Delaware Trustee, Master Servicer and Securities Administrator May Own Certificates Trustee's, Delaware Trustee's and Securities Administrator's Fees and Expenses Eligibility Requirements for Trustee, Securities Administrator and Delaware Trustee Insurance Resignation and Removal of the Trustee and Securities Administrator Successor Trustee and Successor Securities Administrator Merger or Consolidation of Trustee or Securities Administrator Appointment of Co-Trustee or Separate Trustee Federal Information Returns and Reports to Certificateholders; REMIC Administration 95 97 99
100 100 100 101 101 102 103 103 104
ARTICLE X
Termination
Section 10.01
Section 10.02 Termination Upon Repurchase by Thornburg or its Designee or Liquidation of the Mortgage Loans Additional Termination Requirements
107 109
ARTICLE XI
Miscellaneous Provisions
Section 11.01 Section 11.02 Section 11.03 Section 11.04 Section 11.05 Section 11.06 Section 11.07 Section 11.08 Section 11.09 Section 11.10 Section 11.11 Section 11.12 Intent of Parties Amendment Recordation of Agreement Limitation on Rights of Certificateholders Acts of Certificateholders Governing Law Notices Severability of Provisions Successors and Assigns Article and Section Headings Counterparts Notice to Rating Agency 111 111 112 112 113 114 114 114 115 115 115 115
EXHIBITS
Exhibit A-1 Exhibit A-2 Exhibit A-3 Exhibit B Exhibit C-1 Exhibit C-2 Exhibit C-3 Exhibit C-4 Exhibit D Exhibit E Exhibit F-1 Exhibit F-2 Exhibit G Exhibit H Exhibit I Exhibit J Exhibit K Exhibit L - - - - - - - - - - - - - - - - - - Form of Class A Certificates Form of Class B Certificates Form of Class R Certificates Mortgage Loan Schedule Form of Initial Certification Form of Interim Certification Form of Final Certification Form of Endorsement Request for Release of Documents Form of Affidavit pursuant to Section 860E(e)(4) Form of Investment Letter Form of Rule 144A and Related Matters Certificate Form of Custodial Agreement List of Servicers and Servicing Agreements [Reserved] Mortgage Loan Purchase Agreement [Reserved] Certificate of Trust
TRUST, POOLING AND SERVICING AGREEMENT
Trust, Pooling and Servicing Agreement (this "Agreement"), dated as of November 1, 2002, among Structured Asset Mortgage Investments Inc., a Delaware corporation, as seller (the "Seller"), Deutsche Bank National Trust Company, a national banking association, not in its individual capacity but solely as trustee (the "Trustee"), Deutsche Bank Trust Company Delaware, a Delaware banking corporation, not in its individual capacity but solely as Delaware trustee (the "Delaware Trustee"), Wells Fargo Bank Minnesota, National Association, a national banking association, as master servicer (in such capacity, the "Master Servicer") and as securities administrator (in such capacity, the "Securities Administrator"), and Thornburg Mortgage Home Loans, Inc. ("Thornburg").
PRELIMINARY STATEMENT
On November 6, 2002 the Seller formed Thornburg Mortgage Securities Trust 2002-4, as a Delaware statutory trust (the "Trust") pursuant to the Trust Agreement, dated November 6, 2002 (the "Original Trust Agreement"), among the Seller, the Trustee and the Delaware Trustee.
The parties to this Agreement desire to amend and restate the Original Trust Agreement in its entirety, and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby amended, restated and replaced in its entirety as of the date first written above by this Agreement.
Through this Agreement, the Seller intends to cause the issuance and sale of the Trust's Mortgage Pass-Through Certificates, Series 2002-4 (the "Certificates") representing in the aggregate the entire beneficial ownership of the Trust, the primary assets of which are the Mortgage Loans (as defined below).
On or prior to the Closing Date, the Seller acquired the Mortgage Loans from Thornburg. On the Closing Date, the Seller will sell the Mortgage Loans and certain other property to the Trust and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust.
The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular interests" in such REMIC and the Class R-I Certificate will be designated the "residual interest" in such REMIC.
The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Certificates will be designated "regular interests" in such REMIC and the Class R-II Certificate will be designated the "residual interest" in such REMIC.
The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $865,919,712.47. The initial principal amount of the Certificates will not exceed the sum of such Outstanding Principal Balance and the cash deposit made on the Closing Date pursuant to Section 2.01(a).
In consideration of the mutual agreements herein contained, the Seller, the Master Servicer, the Securities Administrator, Thornburg, the Delaware Trustee and the Trustee agree as follows:
ARTICLE I
Definitions
Whenever used in this Agreement, the following words and phrases, unless otherwise expressly provided or unless the context otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: With respect to any Mortgage Loan, as applicable, either (x) those customary mortgage servicing practices of prudent mortgage servicing institutions that master service mortgage loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, to the extent applicable to the Trustee or the Master Servicer (except in its capacity as successor to a Servicer), or (y) as provided in the applicable Servicing Agreement, to the extent applicable to any Servicer, but in no event below the standard set forth in clause (x).
Account: The Master Servicer Collection Account, the Distribution Account and each Servicer Account as the context may require.
150478
|
McGraw-Hill Companies
As referenced in this Trust, Pooling and Servicing Agreement:
McGraw-Hill Companies, Inc – of the Private Certificates to Thornburg or an Affiliate of Thornburg, or from such Affiliate to Thornburg.
S&P: Standard & Poor's Ratings Services, a Division of the McGraw-Hill Companies, Inc . and its successors in interest.
Scheduled Payment: With respect to any Mortgage Loan and any month, the scheduled payment or payments of principal and interest due during such month _____________
dt 1516307
;
Fannie Mae
As referenced in this Trust, Pooling and Servicing Agreement:
Fannie Mae – the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Fannie Mae or Freddie Mac; (b) shall have a net worth of not less than $10,000,000 (unless otherwise approved by the Rating _____________
Fannie Mae – so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Fannie Mae - or Freddie Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not _____________
dt 97312
;
|
DB Trust
As referenced in this Trust, Pooling and Servicing Agreement:
DEUTSCHE BANK TRUST CO – COMPANY, as Trustee
By: /s/ Ronaldo Reyes
Name: Ronaldo Reyes
Title: Associate
By: /s/ James F. Noriega
Name: James F. Noriega
Title: Associate
DEUTSCHE BANK TRUST CO MPANY DELAWARE, as Delaware Trustee
By: /s/ Elizabeth B. Ferry
Name: Elizabeth B. Ferry
Title: Assistant Vice President
WELLS FARGO BANK MINNESOTA, NATIONAL _____________
Deutsche Bank Trust Co – public in and for said State, personally appeared /s/ Elizabeth D. Ferry__, known to me to be a Ass't. Vice President of Deutsche Bank Trust Co mpany Delaware, the Delaware banking corporation that executed the within instrument, and also known to me to be the person who executed it _____________
dt 113763
;
First Republic
As referenced in this Trust, Pooling and Servicing Agreement:
First Republic Bank – Servicing Agreements]
LIST OF SERVICERS AND SERVICING AGREEMENTS
1.
Amended and Restated Correspondent Loan Purchase Agreement, dated as of March 25, 2002, between Thornburg Mortgage Home Loans, Inc. ("Thornburg") and First Republic Bank ("First Republic"), including the related Transfer Notice, dated as of November 20, 2002, from Thornburg to First Republic.
2.
Amended and Restated Correspondent Loan Purchase Agreement, dated as of _____________
dt 1447367
;
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Sale and Servicing Agreement
Sale and Servicing Agreement (321K)
Doc #163041: Click preview link for longer preview.
THORNBURG MORTGAGE SECURITIES TRUST 2003-4, as Issuer,
THORNBURG MORTGAGE HOME LOANS, INC., as Seller,
GREENWICH CAPITAL ACCEPTANCE, INC., as Depositor,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer,
and
DEUTSCHE BANK NATIONAL TRUST COMPANY, as Indenture Trustee --------------------
SALE AND SERVICING AGREEMENT
Dated as of August 1, 2003 --------------------------
THORNBURG MORTGAGE SECURITIES TRUST 2003-4 MORTGAGE-BACKED NOTES, SERIES 2003-4 {PAGE}
TABLE OF CONTENTS
{TABLE} {CAPTION} Page ---- {S} {C} ARTICLE I DEFINITIONS ........................................................................................ 1
Section 1.01. Definitions .................................................................................... 1 Section 1.02. Calculations Respecting Mortgage Loans ......................................................... 28 Section 1.03. Calculations Respecting Accrued Interest ....................................................... 28
ARTICLE II CONVEYANCE OF MORTGAGE LOANS ...................................................................... 29
Section 2.01. Conveyance of Mortgage Loans ................................................................... 29 Section 2.02. Acceptance of Trust Estate; Review of Documentation ............................................ 32 Section 2.03. Grant Clause ................................................................................... 34
ARTICLE III REPRESENTATIONS AND WARRANTIES ................................................................... 35
Section 3.01. Representations and Warranties of the Depositor ................................................ 35 Section 3.02. Representations and Warranties of the Master Servicer .......................................... 37 Section 3.03. Repurchase or Substitution of Mortgage Loans by Seller ......................................... 39 Section 3.04. Representations and Warranties of the Seller with Respect to the Mortgage Loans ................ 42 Section 3.05. Representations and Warranties of the Seller ................................................... 43 Section 3.06. Covenants of the Seller ........................................................................ 44
ARTICLE IV ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER ............................. 45
Section 4.01. Master Servicer to Service and Administer the Mortgage Loans ................................... 45 Section 4.02. Monitoring of Servicers ........................................................................ 46 Section 4.03. Fidelity Bond .................................................................................. 47 Section 4.04. Power to Act; Procedures ....................................................................... 47 Section 4.05. Due-on-Sale Clauses; Assumption Agreement ...................................................... 48 Section 4.06 Release of Mortgage Files ...................................................................... 49 Section 4.07. Documents, Records and Funds in Possession of Master Servicer To Be Held for Indenture Trustee.. 49 Section 4.08. Standard Hazard Insurance and Flood Insurance Policies ......................................... 50 Section 4.09. Maintenance of the Primary Insurance Policies .................................................. 51 Section 4.10. Indenture Trustee to Retain Possession of Certain Insurance Policies and Documents ............. 51 Section 4.11. Realization Upon Defaulted Mortgage Loans ...................................................... 52 Section 4.12. Compensation to the Master Servicer ............................................................ 52 Section 4.13. REO Property ................................................................................... 52 Section 4.14. Annual Officer's Certificate as to Compliance .................................................. 53 Section 4.15. Annual Independent Accountant's Servicing Report ............................................... 53 Section 4.16. Reports Filed with Securities and Exchange Commission .......................................... 54 Section 4.17. Amendments to Master Servicing Guide and Correspondent Sellers Guide ........................... 55 {/TABLE}
83836 Thornburg 2003-4 [10203-023] Sale and Servicing Agreement
{PAGE}
{TABLE} {S} {C} Section 4.18. Optional Purchase of Certain Mortgage Loans .................................................... 55 Section 4.19. Closing Certificate and Opinion ................................................................ 56 Section 4.20. Liabilities of the Master Servicer ............................................................. 56 Section 4.21. Merger or Consolidation of the Master Servicer ................................................. 56 Section 4.22. Indemnification of the Indenture Trustee, the Depositor, the Owner Trustee, the Administrator and the Master Servicer ........................................................................ 56 Section 4.23. Limitations on Liability of the Master Servicer and Others ..................................... 57 Section 4.24. Master Servicer Not to Resign .................................................................. 59 Section 4.25. Successor Master Servicer ...................................................................... 59 Section 4.26. Sale and Assignment of Master Servicing ........................................................ 59 Section 4.27. Determination of LIBOR ......................................................................... 60 Section 4.28. Realization upon Troubled Mortgage Loans ....................................................... 60
ARTICLE V DEPOSITS AND PAYMENTS TO HOLDERS ................................................................... 60
Section 5.01. Servicing Accounts ............................................................................. 60 Section 5.02. Collection Account ............................................................................. 62 Section 5.03. Permitted Withdrawals and Transfers from the Collection Account ................................ 63 Section 5.04. The Note Account ............................................................................... 65 Section 5.05. Yield Maintenance Account ...................................................................... 66 Section 5.06. Payments from the Note Account ................................................................. 67 Section 5.07. Allocation of Losses and Net Interest Shortfalls ............................................... 69 Section 5.08. The Certificate Account ........................................................................ 70
163041
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Bear, Stearns
As referenced in this Sale and Servicing Agreement:
Bear, Stearns & Co. – and non-cash proceeds
of the foregoing.
UCC: The Uniform Commercial Code as enacted in the relevant
jurisdiction.
Underwriters: Greenwich Capital Markets, Inc., Bear, Stearns & Co. Inc.
and Lehman Brothers Inc.
Uniform Commercial Code: The Uniform Commercial Code as in effect in
any applicable jurisdiction from time to _____________
dt 106740
;
McGraw-Hill Companies
As referenced in this Sale and Servicing Agreement:
McGraw-Hill
Companies, Inc – in the per annum rate set forth in the
related Mortgage Note.
S&P: Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc ., or any successor in interest.
Scheduled Principal Balance: With respect to (i) any Mortgage Loan as
of any Payment Date, the principal _____________
McGraw-Hill Companies, Inc – Street
New York, New York 10004
Fax no.: (212) 553-4392
if to S&P:
Standard & Poors Ratings Services, a division
of The McGraw-Hill Companies, Inc .
55 Water Street
New York, New York 10041
Fax no.: (212) 438-2661
(c) The Master Servicer shall make available to the _____________
dt 310952
;
Thornburg
As referenced in this Sale and Servicing Agreement:
THORNBURG MORTGAGE – TYPE}EX-10.13
{SEQUENCE}3
{FILENAME}d10583exv10w13.txt
{DESCRIPTION}EX-10.13 SALE AND SERVICING AGREEMENT
{TEXT}
{PAGE}
EXECUTION
EXHIBIT 10.13
THORNBURG MORTGAGE SECURITIES
TRUST 2003-4, as Issuer,
THORNBURG MORTGAGE HOME LOANS, INC.,
as Seller,
GREENWICH CAPITAL ACCEPTANCE, INC.,
as Depositor,
WELLS FARGO BANK MINNESOTA,
_____________
THORNBURG MORTGAGE – txt
{DESCRIPTION}EX-10.13 SALE AND SERVICING AGREEMENT
{TEXT}
{PAGE}
EXECUTION
EXHIBIT 10.13
THORNBURG MORTGAGE SECURITIES
TRUST 2003-4, as Issuer,
THORNBURG MORTGAGE HOME LOANS, INC.,
as Seller,
GREENWICH CAPITAL ACCEPTANCE, INC.,
as Depositor,
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as Master Servicer,
and
DEUTSCHE BANK _____________
THORNBURG MORTGAGE – ASSOCIATION, as Master Servicer,
and
DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee
--------------------
SALE AND SERVICING AGREEMENT
Dated as of August 1, 2003
--------------------------
THORNBURG MORTGAGE SECURITIES TRUST 2003-4
MORTGAGE-BACKED NOTES,
SERIES 2003-4
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE I DEFINITIONS ........................................................................................ 1
_____________
THORNBURG
MORTGAGE – This SALE AND SERVICING AGREEMENT, dated as of August 1, 2003 (the
"Agreement" or the "Sale and Servicing Agreement"), is by and among THORNBURG
MORTGAGE SECURITIES TRUST 2003-4, a Delaware business trust, as issuer (the
"Issuer"), THORNBURG MORTGAGE HOME LOANS, INC., a Delaware corporation, as
seller (the " _____________
THORNBURG MORTGAGE – the "Sale and Servicing Agreement"), is by and among THORNBURG
MORTGAGE SECURITIES TRUST 2003-4, a Delaware business trust, as issuer (the
"Issuer"), THORNBURG MORTGAGE HOME LOANS, INC., a Delaware corporation, as
seller (the "Seller"), GREENWICH CAPITAL ACCEPTANCE, INC., a Delaware
corporation, as depositor (the "Depositor"), DEUTSCHE BANK _____________
dt 109553
;
|
Fannie Mae
As referenced in this Sale and Servicing Agreement:
Federal National Mortgage Association – for such Payment Date and (b) the
Overcollateralization Deficiency for such Payment Date.
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.
FDIC: The Federal Deposit Insurance Corporation or any _____________
dt 80459
;
Bear, Stearns
As referenced in this Sale and Servicing Agreement:
Bear, Stearns & Co. – and non-cash proceeds
of the foregoing.
UCC: The Uniform Commercial Code as enacted in the relevant
jurisdiction.
Underwriters: Greenwich Capital Markets, Inc., Bear, Stearns & Co. Inc.
and Lehman Brothers Inc.
Uniform Commercial Code: The Uniform Commercial Code as in effect in
any applicable jurisdiction from time to _____________
dt 106740
;
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Submaster Servicing Agreement
Submaster Servicing Agreement (118K)
Doc #165253: Click preview link for longer preview.
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, MASTER SERVICER
AND
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP., SERVICER
AND
ACKNOWLEDGED BY
THORNBURG MORTGAGE SECURITIES TRUST 2003-2
AND
DEUTSCHE BANK NATIONAL TRUST COMPANY TRUSTEE
AND
THORNBURG MORTGAGE HOME LOANS, INC. . . .
165253
|
Thornburg
As referenced in this Submaster Servicing Agreement:
THORNBURG MORTGAGE – ex994_041403.htm EX-99.4
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
MASTER SERVICER
AND
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.,
SERVICER
AND
ACKNOWLEDGED BY
THORNBURG MORTGAGE SECURITIES TRUST 2003-2
AND
DEUTSCHE BANK NATIONAL TRUST COMPANY
TRUSTEE
AND
THORNBURG MORTGAGE HOME LOANS, INC.
This Submaster Servicing Agreement (this "Agreement") _____________
THORNBURG MORTGAGE – WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.,
SERVICER
AND
ACKNOWLEDGED BY
THORNBURG MORTGAGE SECURITIES TRUST 2003-2
AND
DEUTSCHE BANK NATIONAL TRUST COMPANY
TRUSTEE
AND
THORNBURG MORTGAGE HOME LOANS, INC.
This Submaster Servicing Agreement (this "Agreement") is made and entered into as of March 1, 2003, by and between Wells _____________
Thornburg Mortgage – under the Pooling and Servicing Agreement referred to below (the "Master Servicer"), and Washington Mutual Mortgage Securities Corp. (the "Servicer"), and acknowledged by Thornburg Mortgage Securities Trust 2003-2 (the "Trust"), Deutsche Bank National Trust Company, as Trustee (the "Trustee"), and Thornburg Mortgage Home Loans, Inc.
PRELIMINARY STATEMENT
_____________
Thornburg Mortgage – the "Servicer"), and acknowledged by Thornburg Mortgage Securities Trust 2003-2 (the "Trust"), Deutsche Bank National Trust Company, as Trustee (the "Trustee"), and Thornburg Mortgage Home Loans, Inc.
PRELIMINARY STATEMENT
Master Servicer is the master servicer under that certain Trust, Pooling and Servicing Agreement dated as of March _____________
Thornburg Mortgage – and Servicing Agreement dated as of March 1, 2003 among Structured Asset Mortgage Investment, Inc. ("SAMI"), the Trustee, Deutsche Bank Trust Company Delaware, Thornburg Mortgage Home Loans, Inc. and the Master Servicer (the "Pooling and Servicing Agreement"). Pursuant to the Pooling and Servicing Agreement, the Master Servicer agrees _____________
dt 109554
;
Fannie Mae
As referenced in this Submaster Servicing Agreement:
Federal National Mortgage Association – a price less than its purchase price prior to stated maturity.
Fannie Mae: Formerly, the Federal National Mortgage Association , a federally-chartered and privately-owned corporation existing under the Federal National Mortgage Association _____________
Federal National Mortgage Association – the Federal National Mortgage Association, a federally-chartered and privately-owned corporation existing under the Federal National Mortgage Association Charter Act, as amended, or any successor thereof.
FDIC: The Federal Deposit Insurance Corporation, _____________
dt 80488
;
Bankers Trust
As referenced in this Submaster Servicing Agreement:
Bankers Trust – Funding Corporation, PNC Mortgage Securities Corp. (now known as Washington Mutual Mortgage Securities Corp.), and Bankers Trust Company of California, N.A, as amended (the "Sale and Servicing Agreement"). Under the Sale Bankers Trust – Custodial Agreement dated June 26, 1997 between Deutsche Bank National Trust Company (formerly known as Bankers Trust Company of California N.A.) and Thornburg Mortgage, Inc. (formerly known as Thornburg Mortgage Asset
dt 44304
;
|
DB Trust
As referenced in this Submaster Servicing Agreement:
Deutsche Bank Trust Co – under that certain Trust, Pooling and Servicing Agreement dated as of March 1, 2003 among Structured Asset Mortgage Investment, Inc. ("SAMI"), the Trustee, Deutsche Bank Trust Co mpany Delaware, Thornburg Mortgage Home Loans, Inc. and the Master Servicer (the "Pooling and Servicing Agreement"). Pursuant to the Pooling and Servicing Agreement, _____________
Deutsche Bank Trust Co – That certain Trust, Pooling and Servicing Agreement dated as of March 1, 2003 by and among SAMI, as seller, the Trustee, as trustee, Deutsche Bank Trust Co mpany Delaware, as Delaware trustee, the Master Servicer, as master servicer, Wells Fargo Bank Minnesota, National Association, a |