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 | 2003 | |
 Greenwich
As referenced in this Agreement of Lease:
Greenwich Capital Financial Products, – Section 41.1 This Lease shall not be effective unless and until approved or deemed approved by CDC Mortgage Capital Inc. (CDC) and Greenwich Capital Financial Products, Inc. (each a Lender). If Lender disapproves this Lease, Landlord shall give notice to Tenant of such disapproval, and thereupon, this Lease
_____________
dt 566517
;
Citibank
As referenced in this Agreement of Lease:
Citibank, N.A. – similar nature and purpose.
4
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Base Rate shall mean the rate of interest publicly announced from time to time by Citibank, N.A. , or its successor, as its base rate (or such other term as may be used by Citibank, N.A., from time to
_____________
Citibank, N.A. – time to time by Citibank, N.A., or its successor, as its base rate (or such other term as may be used by Citibank, N.A. , from time to time, for the rate presently referred to as its base rate).
Building shall include the building, equipment and other
_____________
dt 638650
;
Emisphere
As referenced in this Agreement of Lease:
Emisphere Technologies – Tenant shall accept possession of the Premises in its as is condition on the Commencement Date (including all furniture and equipment owned by Emisphere Technologies Inc. (Emisphere) which is not being removed from the Premises as more particularly described in Section 40.1), and Landlord shall have no
_____________
dt 621326
;
|
Progenics
As referenced in this Agreement of Lease:
PROGENICS PHARMACEUTICALS, – 26 7 b327672ex10-26.htm AGREEMENT OF LEASE
Exhibit 10.26
Back to Contents
AGREEMENT OF LEASE
between
EASTVIEW HOLDINGS LLC,
Landlord
and
PROGENICS PHARMACEUTICALS, INC.,
Tenant
Dated: September 30, 2003
The Landmark at Eastview
Towns of Greenburgh
and Mount Pleasant
Westchester County, New York
TABLE OF
_____________
PROGENICS PHARMACEUTICALS, – an address at c/o LCOR Asset Management L.P., One Penn Plaza, Suite 3310, New York, New York 10119, as Landlord, and PROGENICS PHARMACEUTICALS, INC., a Delaware corporation, having an address at 777 Old Saw Mill River Road, Tarrytown, New York 10591, as Tenant.
REFERENCE PAGE
_____________
PROGENICS PHARMACEUTICALS, – HOLDINGS LLC, Landlord
By:
EASTVIEW SPE INC., its Managing Member
By:
/s/ David W. Klock
Name: David W. Klock
Title: Senior Vice President
PROGENICS PHARMACEUTICALS, INC., Tenant
By:
/s/ Robert A. McKinney
Name: Robert A. McKinney
Title: Vice President
73
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SCHEDULE A- I
FLOOR
_____________
dt 627017
;
First Union
As referenced in this Agreement of Lease:
First Union National Bank, – Landlords order on a bank or trust company with an office in the State of New York, at Eastview Holdings LLC, c/o First Union National Bank, P.O. Box 8500-4985, Philadelphia, Pennsylvania, 19178-4985, or (ii) wire transfer to the following account: First Union National Bank, ABA
_____________
First Union National Bank, – c/o First Union National Bank, P.O. Box 8500-4985, Philadelphia, Pennsylvania, 19178-4985, or (ii) wire transfer to the following account: First Union National Bank, ABA No. 031-201-467, Account No. 2000003297504 for credit to CDC Mortgage Capital Inc., as Mortgagee of Eastview Holdings LLC, or
_____________
dt 623841
|
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| 2005 |
Agreement of Lease
Agreement of Lease (385K)
Doc #1561805: Click preview link for longer preview.
Agreement of Lease
111 Chelsea Commerce LP
And
WebMD Inc.
Premises:
Portion of the Seventh (7 th) Floor
111 Eighth Avenue
New York, New York 10011
Dated:
as of June 30, 2004
1561805
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Greenwich
As referenced in this Agreement of Lease:
Greenwich
Capital Financial Products, Inc – the
case may be, in recordable form and in the form customarily employed by such Mortgagee or Superior
Lessor and reasonably satisfactory to Tenant. Landlord represents to Tenant that (i) Greenwich
Capital Financial Products, Inc . (“Lender”) is the sole Mortgagee of
-33-
the Building and the Real Property, and (ii) there are no Superior Leases affecting the
Building or the Real Property.
_____________
dt 1560908
;
Citibank
As referenced in this Agreement of Lease:
Citibank, N.A. – on behalf
of Tenant prior to and during the Term or any renewal or
extension thereof.
Base Rate:
The annual rate of interest publicly announced from time to time
by Citibank, N.A. , New York, New York (or any successor thereto)
as its “base rate”, or such other term as may be used by
Citibank, N.A. from time to
_____________
Citibank, N.A. – time to time
by Citibank, N.A., New York, New York (or any successor thereto)
as its “base rate”, or such other term as may be used by
Citibank, N.A. from time to time for the rate presently referred
to as its base rate.
Building:
All the buildings, equipment and other improvements and
appurtenances of every kind and description
_____________
Citibank, N.A. – provisions of
this subsection (d). Nothing contained in this subsection (d) shall relieve
Landlord of its obligation to complete Landlord’s Work.
(e) (i) Landlord and Tenant acknowledge that Citibank, N.A. and Cubic Corp. (collectively,
the “Existing Tenants”) each are the tenant under separate leases (as same may have been
amended) covering portions of the Premises and other
_____________
dt 1480069
;
Cubic
As referenced in this Agreement of Lease:
Cubic Corp. – d). Nothing contained in this subsection (d) shall relieve
Landlord of its obligation to complete Landlord’s Work.
(e) (i) Landlord and Tenant acknowledge that Citibank, N.A. and Cubic Corp. (collectively,
the “Existing Tenants”) each are the tenant under separate leases (as same may have been
amended) covering portions of the Premises and other portions of the
_____________
dt 1464128
;
|
 Greenberg
As referenced in this Agreement of Lease:
Greenberg Traurig – Landlord, as follows: 111 Chelsea Commerce LP, c/o Taconic Investment
Partners LLC, 111 Eighth Avenue, New York, New York 10011, Attention: Paul E. Pariser,
Principal, with a copy to: Greenberg Traurig , LLP, 200 Park Avenue, New York, New York
10166, Attention: Robert J. Ivanhoe, Esq.
Section 25.2 Any such bill, statement, consent, notice, demand, request or other communication
given
_____________
dt 1325756
|
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| 2003 |
Agreement of Purchase and Sale of Membership Interests
Agreement of Purchase and Sale of Membership Interests (211K)
Doc #267031: Click preview link for longer preview.
AGREEMENT OF PURCHASE AND SALE OF
MEMBERSHIP INTERESTS
THIS AGREEMENT OF PURCHASE AND SALE OF MEMBERSHIP INTERESTS (this
"AGREEMENT") is made and entered into as of the 29th day of May, 2003, by and
among CROCKER GRANDE, INC., a California corporation ("CROCKER GRANDE") and
CROCKER PROPERTIES, INC., a California corporation ("CROCKER PROPERTIES")
(Crocker Grande and Crocker Properties are hereinafter collectively referred to
as "SELLER") having an office at c/o Wells Fargo Bank, N.A., 333 South Grand
Avenue, Suite 700, Los Angeles, California 90071 and MAGUIRE PARTNERS-BUNKER
HILL, LTD., a California limited partnership ("BUNKER HILL") having an office at
555 West Fifth Street, Suite 5000, Los Angeles, CA, 90013.
RECITALS
North Tower, LLC ("PROPERTY LLC") is a Delaware limited liability company
which owns the 54-story office tower known as the Wells Fargo Tower, having an
address of 333 South Grand Avenue, Los Angeles, California 90071. Pursuant to an
Amended and Restated Operating Agreement of North Tower, LLC dated April 27,
1998, Property LLC has two members: North Tower Manager, LLC ("MANAGER LLC")
which owns 0.5% of the membership interests in Property LLC; and North Tower
Member, LLC ("MEMBER LLC") which owns 99.5% of the membership interests in
Property LLC. Pursuant to the Operating Agreement of North Tower Manager, LLC
dated as of April 27, 1998 ("MANAGER OPERATING AGREEMENT"), Crocker Grande is a
Class A Member and owns a 42% membership interest in Manager LLC. Pursuant to
the Operating Agreement of North Tower Member, LLC dated as of April 27, 1998
("MEMBER OPERATING AGREEMENT"), Crocker Properties is a Class A Member and owns
a 42% membership interest in Member LLC.
Seller wishes to sell to Bunker Hill, and Bunker Hill wishes to purchase
from Seller on or before the Closing Date (defined below), subject to the
prorations and adjustments set forth in this Agreement, the following items: (i)
Crocker Grande's 42% Percentage Interest (as defined in the Manager Operating
Agreement) in Manager LLC; (ii) all rights of Crocker Grande as a Member of
Manager LLC; (iii) all right, title and interest of Crocker Grande in and to
profits, losses, distributions and capital accounts in Manager LLC; (iv) any
rights of Crocker Grande in and to all cash and other property held or owned by
Manager LLC, including but not limited to, all cash reserves supporting
obligations owed to one or more Lenders (as defined below) of Property LLC
and/or Manager LLC (the rights, titles and interests referred to in clauses (i),
(ii), (iii) and (iv) are collectively referred to herein as the "MANAGER
INTERESTS"); (v) Crocker Properties' 42% Percentage Interest (as defined in the
Member Operating Agreement) in Member LLC; (vi) all rights of Crocker Properties
as a Member of Member LLC; (vii) all right, title and interest of Crocker
Properties in and to profits, losses, distributions and capital accounts in
Member LLC; and (viii) any rights of Crocker Properties in and to all cash and
other property held or owned by Member LLC, including but not limited to, all
cash reserves supporting obligations owed to one or more Lenders of Property LLC
and/or Member LLC (the rights, titles
-1-
{PAGE}
and interests referred to in clauses (v), (vi), (vii) and (viii) are
collectively referred to herein as the "MEMBER INTERESTS"). The Manager
Interests and the Member Interests are collectively, the "INTEREST", which
Interest constitutes all of Seller's right, title and interest in and to Manager
LLC and Member LLC and any direct or indirect interest in Property LLC.
NOW, THEREFORE, in consideration of the premises, the mutual
covenants and agreements of the parties hereinafter set forth, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by each party hereto, Seller and Bunker Hill hereby agree as
follows:
ARTICLE I.
DEFINITIONS
Section 1.01 CERTAIN DEFINITIONS. Unless the context otherwise
specifies or requires, the following terms shall have the meanings herein
specified throughout this Agreement.
{TABLE}
{S} {C}
"ADDITIONAL ALLOWANCE" As defined in Section 6.05 hereof.
"AFFILIATE" With respect to a Person, any other
Person that, directly or indirectly, owns
five (5%) percent or more of any interest
in said Person or who controls, is
controlled by or is under common control
with such Person. For the purposes of this
definition, "control" (including, with
correlative meanings, the terms "controlled
by" and "under common control with"), as
used with respect to any Person, shall mean
the possession, directly or indirectly, of
the power to direct or cause the direction
of the management and policies of such
Person, whether through the ownership of
voting securities or by contract or
otherwise.
"AGREEMENT" As defined in the preamble hereto.
"APPROVED SECURITY AGREEMENT" Collectively, a security agreement between
the borrower under the New Senior Loan and
the New Senior Lender and a security
agreement between the New Senior Lender and
Robert F. Maguire III, which together,
among other things, (i) shall ensure that
the proceeds of the New Loan Distribution
are used to repay Greenwich's repurchase
facility under the Repurchase Facility
Documents; and (ii) shall provide that such
provisions may not be amended, withdrawn or
released without Seller's prior written
consent and that Seller may enforce such
requirement for Seller's consent. All other
provisions in such security agreements
shall subject to Seller's prior review and
approval in its sole
{/TABLE}
-2-
{PAGE}
{TABLE}
{S} {C}
discretion, but solely to determine that
the agreements, as a whole, satisfy the
terms and purposes described in this
definition.
"ASSIGNMENT AND ASSUMPTION OF The document in the form of Exhibit B
MEMBERSHIP INTEREST" hereto which, among other things, will
transfer the Interest from Seller to
Purchaser.
"BUILDINGS" All of the buildings constituting the Wells
Fargo office tower and all other
improvements on the Real Estate owned by
Property LLC.
"BUNKER HILL" As defined in the preamble hereto.
"BUSINESS DAY" Any day other than a Saturday, Sunday or
any holiday observed by the United States
Postal Service.
"CASH RESERVES" All cash, securities and cash equivalents
held in the accounts of all of the LLCs
as of the Closing Date, including, but
not by way of limitation, all reserves
collectively held by all of the LLCs for
the benefit of any Lender as of the
Closing Date, but not including: (i) the
amount of any tenant security deposits
actually held by the LLCs in a segregated
deposit account as of the Closing Date
pursuant to any Space Leases which have
not been applied to rent or other tenant
obligations under the Space Leases, (ii)
the proceeds of insurance, but only to
the extent required to be used for
restoration of any insured loss, as
determined by the Management Committee of
Manager LLC, or (iii) the amount
determined under Section 4.04 hereof, all
subject to the adjustments set forth in
Article IV.
"CLOSING" The transfer of the Interest from Seller to
Purchaser and the payment of the Purchase
Price by Purchaser to Seller in accordance
with this Agreement.
"CLOSING DATE" The date on which the Closing shall
occur, which shall be June 15, 2003
(subject to extension pursuant to Section
6.01).
"CODE" Collectively, the Internal Revenue Code of
1986, as amended from time to time, and the
Regulations issued thereunder from time to
time.
"CROCKER GRANDE" As defined in the preamble to this Agreement.
"CROCKER PROPERTIES" As defined in the preamble to this Agreement.
"CROCKER PROPERTIES GUARANTY" As defined in Section 5.01.01 hereof.
267031
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Greenwich
As referenced in this Agreement of Purchase and Sale of Membership Interests:
Greenwich Capital Financial Products, – subdivisions of each of them (including
counties and townships) and each agency,
department, commission, bureau, board and
instrumentality of each of them.
"GREENWICH" Greenwich Capital Financial Products,
Inc., a Delaware corporation, or an
Affiliate thereof.
"GUARANTIES" As defined in Subsection 5.01.01 hereof.
"INDEMNITOR" Manager LLC and Member
_____________
Greenwich
Capital Financial Products, – LLC and under the Member Operating Agreement. Bunker Hill has sold its
interest in Member LLC and under the Member Operating Agreement to Greenwich
Capital Financial Products, Inc., a Delaware corporation ("GREENWICH").
Immediately prior hereto, Bunker Hill re-acquired such interests from Greenwich.
D. Bunker Hill has agreed to
_____________
Greenwich
Capital Financial Products, – LLC and under the Manager Operating Agreement. Bunker Hill has sold its
interest in Manager LLC and under the Manager Operating Agreement to Greenwich
Capital Financial Products, Inc., a Delaware corporation ("GREENWICH").
Immediately prior hereto, Bunker Hill re-acquired such interests from Greenwich.
D. Bunker Hill has agreed to
_____________
dt 158376
;
Maguire
As referenced in this Agreement of Purchase and Sale of Membership Interests:
Maguire Properties, Inc – of the date not
more than one day prior to the scheduled closing of the initial public offering
of the common stock of Maguire Properties, Inc ., an underwriting agreement has
been fully executed relating to such initial public offering (the "UNDERWRITING
AGREEMENT"), the "pricing" of the common stock
_____________
Maguire Properties, Inc – an underwriting agreement has
been fully executed relating to such initial public offering (the "UNDERWRITING
AGREEMENT"), the "pricing" of the common stock for Maguire Properties, Inc . has
occurred, and to such counsel's knowledge, the underwriters have not exercised
any "market-out" under the Underwriting Agreement, and provided
_____________
Maguire
Properties, Inc – to the release of funds to Robert F. Maguire III based on
consummation of the initial public offering of the common stock for Maguire
Properties, Inc .), in either case as elected by Bunker Hill, and (d) the
consummation of such other transactions necessary or desirable to close the
_____________
dt 175143
;
Maguire
As referenced in this Agreement of Purchase and Sale of Membership Interests:
Maguire Properties, L.P. – hereof.
"NEW SENIOR LENDER" The lender under the New Senior Loan.
"NEW SENIOR LOAN" As defined in Section 6.09 hereof.
"OPERATING PARTNERSHIP" Maguire Properties, L.P. , a Maryland
limited partnership, or such other
Affiliate of Bunker Hill which intends to
conduct a public offering as a real estate
_____________
dt 157714
;
|
North Tower
As referenced in this Agreement of Purchase and Sale of Membership Interests:
North Tower, LLC – HILL, LTD., a California limited partnership ("BUNKER HILL") having an office at
555 West Fifth Street, Suite 5000, Los Angeles, CA, 90013.
RECITALS
North Tower, LLC ("PROPERTY LLC") is a Delaware limited liability company
which owns the 54-story office tower known as the Wells Fargo Tower, having
_____________
North Tower, LLC – Fargo Tower, having an
address of 333 South Grand Avenue, Los Angeles, California 90071. Pursuant to an
Amended and Restated Operating Agreement of North Tower, LLC dated April 27,
1998, Property LLC has two members: North Tower Manager, LLC ("MANAGER LLC")
which owns 0.5% of the membership
_____________
NORTH TOWER, LLC – Tower Rent
Credit by the payment of $1,500,000 to Wells Fargo Bank, N.A. any time prior to
August 1, 2003.
NORTH TOWER, LLC ,
a Delaware limited liability company
By: NORTH TOWER MANAGER, LLC,
a Delaware limited liability company,
Its Managing Member
By: MAGUIRE PARTNERS-BUNKER
_____________
North Tower LLC – Angeles, California 90071 and___________________________,
a _____________ having an office at 555 West Fifth Street, Suite 5000, Los
Angeles, CA, 90013 (the "ASSIGNEE").
RECITALS
North Tower LLC ("PROPERTY LLC") is a Delaware limited liability
company which owns the 54-story office tower known as the Wells Fargo Tower,
having
_____________
North Tower LLC – SELLER") having an
office at c/o Wells Fargo Bank, N.A., 333 South Grand Avenue, Suite 700, Los
Angeles, California 90071.
RECITALS
North Tower LLC ("PROPERTY LLC") is a Delaware limited liability
company which owns the 54-story office tower known as the Wells Fargo Tower,
having
_____________
dt 158499
;
Wells Fargo
As referenced in this Agreement of Purchase and Sale of Membership Interests:
Wells Fargo & Co.
– obtained the approval of the transactions contemplated by this
Agreement by Seller's senior management and the management committee of
the board of Wells Fargo & Co.
5.01.05 PURCHASER DELIVERIES. On or before Closing, Purchaser shall
have delivered to Escrow Agent all of the items required to
_____________
dt 173163
;
More... |
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Agreement of Purchase and Sale
Agreement of Purchase and Sale (103K)
Doc #268164: Click preview link for longer preview.
AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT OF PURCHASE AND SALE (�Agreement�) is made this 18th day of April, 2003 by and between LAKESHORE MARKETPLACE, LLC a Delaware limited liability company, and MONROE OUTLET CENTER, LLC a Michigan limited liability company (collectively referred to as �Seller�), and RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership (�Purchaser�).
RECITALS
A. Seller is the fee owner of the Land and Building (hereinafter defined) comprising the shopping . . .
268164
|
Greenwich
As referenced in this Agreement of Purchase and Sale:
Greenwich Capital Financial Products, – rights relating thereto.
(k) Mortgage. Purchaser shall receive a credit at Closing equal to the outstanding principal (through the Closing Date) on the Greenwich Capital Financial Products, Inc. (Greenwich Capital) first mortgage loan secured by a portion of the Real Property (the Greenwich Mortgage). Seller shall pay the one
_____________
dt 158378
;
HGPI
As referenced in this Agreement of Purchase and Sale:
Horizon Group Properties, Inc – Confidentiality Obligations).
13.3 Sellers Special Termination Right. In the event that on or before the end of the Due Diligence Approval Date, Horizon Group Properties, Inc ., a Maryland corporation, together with its subsidiaries (which include Seller and are collectively referred to herein as the Company) receives an offer
_____________
Horizon Group Properties, Inc – to receive such notice may have designated to all other parties by notice in
24
accordance herewith:
If to Seller, to:
c/o Horizon Group Properties, Inc .
5000 Hakes Drive
Muskegon, Michigan 49441
Attention: Thomas Rumptz
Fax: 231-798-5100
With copies to:
Schiff Hardin & Waite
6600 Sears Tower
_____________
Horizon Group Properties, Inc – MONROE OUTLET CENTER, LLC
a Michigan limited liability company
By:
Horizon Group Properties L. P.,
a Delaware limited partnership,
Its:
managing member
By:
Horizon Group Properties, Inc .,
a Maryland corporation,
Its:
general partner
By:
Name:
Its:
29
LIST OF EXHIBITS
EXHIBIT 1.1(e)
-
Contracts
EXHIBIT 1.1(j)
-
_____________
dt 176034
;
Ramco-Gershenson
As referenced in this Agreement of Purchase and Sale:
Ramco-Gershenson Properties Trust
– copies to:
Schiff Hardin & Waite
6600 Sears Tower
Chicago, IL 60606
Attention: Steven D. Friedland
Fax: 312-258-5700
If to Purchaser, to:
Ramco-Gershenson Properties Trust
27600 Northwestern Highway, Suite 200
Southfield, MI 48034
Attention: Catherine Clark
Fax: 248-386-1570
With copies to:
Honigman Miller Schwartz and
_____________
Ramco-Gershenson Properties Trust, – SELLER:
PURCHASER:
LAKESHORE MARKETPLACE, LLC
RAMCO-GERSHENSON PROPERTIES
a Delaware limited liability company
LP, a Delaware limited partnership
By:
Lakeshore Marketplace Finance
By:
Ramco-Gershenson Properties Trust,
Company, Inc.
a Delaware Corporation
a Maryland real estate investment trust,
Its: managing member
Its: general partner
By:
By:
Name:
Name:
Dennis
_____________
dt 173902
;
|
Honigman Miller
As referenced in this Agreement of Purchase and Sale:
Honigman Miller – to:
Ramco-Gershenson Properties Trust
27600 Northwestern Highway, Suite 200
Southfield, MI 48034
Attention: Catherine Clark
Fax: 248-386-1570
With copies to:
Honigman Miller Schwartz and Cohn LLP
2290 First National Building
660 Woodward Avenue
Detroit, Michigan 48226-3583
Attention: Mitchell R. Meisner
Fax: 313-465-
_____________
dt 163808
;
Schiff Hardin
As referenced in this Agreement of Purchase and Sale:
Schiff Hardin – to:
c/o Horizon Group Properties, Inc.
5000 Hakes Drive
Muskegon, Michigan 49441
Attention: Thomas Rumptz
Fax: 231-798-5100
With copies to:
Schiff Hardin & Waite
6600 Sears Tower
Chicago, IL 60606
Attention: Steven D. Friedland
Fax: 312-258-5700
If to Purchaser, to:
Ramco-Gershenson Properties
_____________
dt 171043
|
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| 2003 |
Asset Purchase Agreement
Asset Purchase Agreement (382K)
Doc #1643933: Click preview link for longer preview.
CONFIDENTIAL
ASSET PURCHASE AGREEMENT
dated as of November 24, 2003
by and among
OAKWOOD HOMES CORPORATION
AND THE OTHER PERSONS IDENTIFIED AS SELLERS HEREIN,
and
CLAYTON HOMES, INC.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
. . .
1643933
|
Greenwich
As referenced in this Asset Purchase Agreement:
Greenwich Capital Financial Products, Inc – Mortgage and Finance, Inc.
The "Retained Amount," as defined in that certain Amended and Restated
Settlement Agreement dated as of October 8, 2003 among OMI Note Trust 2003-A and
Greenwich Capital Financial Products, Inc .
<PAGE>
SELLERS' DISCLOSURE SCHEDULES
SECTION 1.01(b)(xi)
EXCLUDED LITIGATION CLAIMS
(in addition to those described in Section 1.01(b)(xi))
All counterclaims and affirmative
_____________
dt 1637082
;
Chase Manhattan
As referenced in this Asset Purchase Agreement:
Chase
Manhattan Bank) – Mortgage Investors, Oakwood Mortgage Investors, Inc.
Inc., Series 1995-B Amendment No. 1 1.00% Oakwood Acceptance Corporation
dated Sept. 28, 2001 PNC Bank, N.A., as Trustee (now The Chase
Manhattan Bank)
(October 1, 1995)
---------------------------------------------------------------------------------------------------------------
Oakwood Acceptance Oakwood Acceptance Corporation
Corporation, Series 1996-1 Amendment No. 1 1.00% NationsBank of Virginia, N.A., as Trustee (now
dated Sept. 28, 2001
_____________
Chase
Manhattan Bank) – Mortgage Investors, Oakwood Mortgage Investors, Inc.
Inc., Series 1996-A Amendment No. 1 1.00% Oakwood Acceptance Corporation
dated Sept. 28, 2001 PNC Bank, N.A., as Trustee (now The Chase
Manhattan Bank)
(February 1, 1996)
---------------------------------------------------------------------------------------------------------------
Oakwood Mortgage Investors, Oakwood Mortgage Investors, Inc.
Inc., Series 1996-B Amendment No. 1 1.00% Oakwood Acceptance Corporation
dated Sept. 28, 2001 PNC Bank, N.
_____________
Chase
Manhattan Bank) – Mortgage Investors, Oakwood Mortgage Investors, Inc.
Inc., Series 1996-B Amendment No. 1 1.00% Oakwood Acceptance Corporation
dated Sept. 28, 2001 PNC Bank, N.A., as Trustee (now The Chase
Manhattan Bank)
(July 1, 1996)
---------------------------------------------------------------------------------------------------------------
Oakwood Mortgage Investors, Oakwood Mortgage Investors, Inc.
Inc., Series 1996-C Amendment No. 1 1.00% Oakwood Acceptance Corporation
dated Sept. 28, 2001 PNC Bank, N.
_____________
Chase
Manhattan Bank) – Mortgage Investors, Oakwood Mortgage Investors, Inc.
Inc., Series 1996-C Amendment No. 1 1.00% Oakwood Acceptance Corporation
dated Sept. 28, 2001 PNC Bank, N.A., as Trustee (now The Chase
Manhattan Bank)
(October 1, 1996)
---------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Series
and Amendments to The Senior in
Date of Original Pooling & Pooling &
_____________
Chase Manhattan Bank, – lt;C> <C>
Oakwood Mortgage Investors, Amendment No. 1 Oakwood Mortgage Investors, Inc.
Inc., Series 1999-A dated Sept. 28, 2001 1.00% Oakwood Acceptance Corporation
The Chase Manhattan Bank, as Trustee
(January 1, 1999)
----------------------------------------------------------------------------------------------------------------------
Oakwood Mortgage Investors, Amendment No. 1 Oakwood Mortgage Investors, Inc.
Inc., Series 1999-B dated Sept. 28, 2001 1.00% Oakwood Acceptance Corporation
The
_____________
dt 1666735
;
|
ML Mortgage
As referenced in this Asset Purchase Agreement:
Merrill Lynch Mortgage Investors, Inc – 1994-A dated Sept. 28, 2001 1.00% Oakwood Acceptance Corporation
NationsBank of Virginia, N.A., as Trustee (now
the Bank of New York)
(November 1, 1994)
---------------------------------------------------------------------------------------------------------------
Merrill Lynch Mortgage Merrill Lynch Mortgage Investors, Inc .
Investors, Inc., Series 1994-G Amendment No. 1 1.00% Oakwood Acceptance Corporation
dated Sept. 28, 2001 NationsBank of Virginia, N.A., as Trustee (now
the Bank of New
_____________
dt 1683676
;
PNC Bank
As referenced in this Asset Purchase Agreement:
PNC Bank, N.A. – Bank of New York)
(June 1, 1995)
---------------------------------------------------------------------------------------------------------------
Oakwood Mortgage Investors, Oakwood Mortgage Investors, Inc.
Inc., Series 1995-B Amendment No. 1 1.00% Oakwood Acceptance Corporation
dated Sept. 28, 2001 PNC Bank, N.A. , as Trustee (now The Chase
Manhattan Bank)
(October 1, 1995)
---------------------------------------------------------------------------------------------------------------
Oakwood Acceptance Oakwood Acceptance Corporation
Corporation, Series 1996-1 Amendment No. 1 1.00% NationsBank of Virginia, N.A.,
_____________
PNC Bank, N.A. – Bank of New York)
(April 1, 1996)
---------------------------------------------------------------------------------------------------------------
Oakwood Mortgage Investors, Oakwood Mortgage Investors, Inc.
Inc., Series 1996-A Amendment No. 1 1.00% Oakwood Acceptance Corporation
dated Sept. 28, 2001 PNC Bank, N.A. , as Trustee (now The Chase
Manhattan Bank)
(February 1, 1996)
---------------------------------------------------------------------------------------------------------------
Oakwood Mortgage Investors, Oakwood Mortgage Investors, Inc.
Inc., Series 1996-B Amendment No. 1 1.00% Oakwood Acceptance Corporation
_____________
PNC Bank, N.A. – The Chase
Manhattan Bank)
(February 1, 1996)
---------------------------------------------------------------------------------------------------------------
Oakwood Mortgage Investors, Oakwood Mortgage Investors, Inc.
Inc., Series 1996-B Amendment No. 1 1.00% Oakwood Acceptance Corporation
dated Sept. 28, 2001 PNC Bank, N.A. , as Trustee (now The Chase
Manhattan Bank)
(July 1, 1996)
---------------------------------------------------------------------------------------------------------------
Oakwood Mortgage Investors, Oakwood Mortgage Investors, Inc.
Inc., Series 1996-C Amendment No. 1 1.00% Oakwood Acceptance Corporation
_____________
PNC Bank, N.A. – The Chase
Manhattan Bank)
(July 1, 1996)
---------------------------------------------------------------------------------------------------------------
Oakwood Mortgage Investors, Oakwood Mortgage Investors, Inc.
Inc., Series 1996-C Amendment No. 1 1.00% Oakwood Acceptance Corporation
dated Sept. 28, 2001 PNC Bank, N.A. , as Trustee (now The Chase
Manhattan Bank)
(October 1, 1996)
---------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Series
and Amendments to The Senior in
_____________
PNC Bank, N.A. – gt; <C> <C>
Oakwood Mortgage Investors, Oakwood Mortgage Investors, Inc.
Inc., Series 1997-A Amendment No. 1 1.00% Oakwood Acceptance Corporation
dated Sept. 28, 2001 PNC Bank, N.A. , as Trustee (now The Chase
(February 1, 1997) Manhattan Bank)
----------------------------------------------------------------------------------------------------------------------
Oakwood Mortgage Investors, Oakwood Mortgage Investors, Inc.
Inc., Series 1997-B Amendment No. 1 1.00% Oakwood Acceptance Corporation
_____________
dt 1638592
;
More... |
Preview
Full Doc
| 2001 |
Assignment, Assumption and Recognition Agreement
Assignment, Assumption and Recognition Agreement (327K)
Doc #2377569: Click preview link for longer preview.
Brown & Wood Draft
December 14, 2000
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
------------------------------------------------
This is an Assignment, Assumption and Recognition Agreement (this
"Agreement") made this 18th day of December, 2000, among Greenwich Capital
Financial Products, Inc. (the "Original Owner"), Bankers Trust Company of
California, N.A., as trustee of HarborView Mortgage Loan . . .
2377569
|
Greenwich
As referenced in this Assignment, Assumption and Recognition Agreement:
Greenwich Capital
Financial Products, Inc – TEXT}
Brown & Wood Draft
December 14, 2000
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
------------------------------------------------
This is an Assignment, Assumption and Recognition Agreement (this
"Agreement") made this 18th day of December, 2000, among Greenwich Capital
Financial Products, Inc . (the "Original Owner"), Bankers Trust Company of
California, N.A., as trustee of HarborView Mortgage Loan Trust 2000-2 (the
"Subsequent Purchaser") and Bank of America, N.A. ("Bank
_____________
Greenwich Capital
Financial Products, Inc – otherwise defined in this Agreement or in the
Servicing Agreement shall have the meanings ascribed to them in the Pooling
and Servicing Agreement, dated as of December 1, 2000, among Greenwich Capital
Financial Products, Inc ., as seller, Greenwich Capital Acceptance, Inc., as
depositor and Bankers Trust Company of California, N.A., as trustee (the
"Pooling and Servicing Agreement").
{PAGE}
IN WITNESS WHEREOF, the parties
_____________
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC – Agreement").
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Assignment,
Assumption and Recognition Agreement by their duly authorized officers as of
the day and year first above written.
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC .
(Original Owner)
By:_________________________________________________
Name:
Title:
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
as trustee of HarborView Mortgage Loan Trust 2000-2
(Subsequent Owner)
By:_________________________________________________
Name:
Title:
BANK
_____________
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC – of Serviced Loans
----------------------
{PAGE}
EXHIBIT TWO
Copy of Servicing Agreement
---------------------------
[EXECUTION COPY]
==============================================================================
MORTGAGE LOAN SALE AND SERVICING AGREEMENT
between
BANK OF AMERICA, N.A.,
as Seller and as Servicer,
and
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC .,
as Purchaser
September 28, 2000
Adjustable-Rate Mortgage Loans
Loan Package BOA/GCM 2000-1
==============================================================================
{PAGE}
{TABLE}
{CAPTION}
Table of Contents
Page
----
{S} {C} {C} {C}
SECTION 1. Definitions...................................................................................
_____________
Greenwich Capital
Financial Products, Inc – OF MONTHLY REMITTANCE REPORT
{PAGE}
MORTGAGE LOAN SALE AND SERVICING AGREEMENT
THIS MORTGAGE LOAN SALE AND SERVICING AGREEMENT (the "Agreement"), dated
September 28, 2000, is hereby executed by and between Greenwich Capital
Financial Products, Inc ., a Delaware corporation, as purchaser (the
"Purchaser"), and Bank of America, N.A., a national banking association, in
its capacity as seller (the "Seller") and in its capacity as
_____________
dt 1560973
;
Fannie Mae
As referenced in this Assignment, Assumption and Recognition Agreement:
Fannie Mae – customarily employs and exercises in servicing
and administering mortgage loans for its own account and which are in
accordance with accepted mortgage servicing practices of prudent lending
institutions and the Fannie Mae Guides.
Custodial Account: As defined in Subsection 11.04.
Cut-off Date: September 1, 2000.
Cut-off Date Principal Balance: The aggregate Stated Principal Balance of
the Mortgage Loans
_____________
Fannie Mae – month of the Remittance Date.
Eligible Investments: Any one or more of the following obligations or
securities:
(i) obligations of or guaranteed as to principal and interest by
Freddie Mac, Fannie Mae or any agency or instrumentality of the United
States when such obligations are backed by the full faith and credit of
the United States; provided, however, that such obligations
_____________
Fannie Mae – or instrumentality of the United
States when such obligations are backed by the full faith and credit of
the United States; provided, however, that such obligations of Freddie
Mac or Fannie Mae shall be limited to senior debt obligations and
mortgage participation certificates except that investments in
mortgage-backed or mortgage participation securities with yields
evidencing extreme sensitivity to the rate
_____________
Fannie Mae – the Mortgagor with the Mortgagee
pursuant to the terms of any Mortgage Note or Mortgage.
Event of Default: Any one of the conditions or circumstances enumerated
in Subsection 13.01.
Fannie Mae : Fannie Mae or any successor thereto.
Fannie Mae Guides: The Fannie Mae Sellers' Guide and the Fannie Mae
Servicers' Guide and all amendments or additions thereto.
FDIC: The Federal
_____________
Fannie Mae – with the Mortgagee
pursuant to the terms of any Mortgage Note or Mortgage.
Event of Default: Any one of the conditions or circumstances enumerated
in Subsection 13.01.
Fannie Mae: Fannie Mae or any successor thereto.
Fannie Mae Guides: The Fannie Mae Sellers' Guide and the Fannie Mae
Servicers' Guide and all amendments or additions thereto.
FDIC: The Federal Deposit Insurance
_____________
dt 1608291
;
|
BofA
As referenced in this Assignment, Assumption and Recognition Agreement:
Bank of America, N.A. – 2000, among Greenwich Capital
Financial Products, Inc. (the "Original Owner"), Bankers Trust Company of
California, N.A., as trustee of HarborView Mortgage Loan Trust 2000-2 (the
"Subsequent Purchaser") and Bank of America, N.A. ("Bank of America").
RECITALS
A. The mortgage loans listed on Exhibit One hereto (the "Serviced Loans")
are currently being serviced by Bank of America for the Original Owner
pursuant
_____________
BANK OF AMERICA, N.A. – PRODUCTS, INC.
(Original Owner)
By:_________________________________________________
Name:
Title:
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
as trustee of HarborView Mortgage Loan Trust 2000-2
(Subsequent Owner)
By:_________________________________________________
Name:
Title:
BANK OF AMERICA, N.A.
(Bank of America)
By:___________________________________________________
Name:
Title:
{PAGE}
EXHIBIT ONE
List of Serviced Loans
----------------------
{PAGE}
EXHIBIT TWO
Copy of Servicing Agreement
---------------------------
[EXECUTION COPY]
==============================================================================
MORTGAGE LOAN SALE AND SERVICING AGREEMENT
_____________
BANK OF AMERICA, N.A. – Bank of America)
By:___________________________________________________
Name:
Title:
{PAGE}
EXHIBIT ONE
List of Serviced Loans
----------------------
{PAGE}
EXHIBIT TWO
Copy of Servicing Agreement
---------------------------
[EXECUTION COPY]
==============================================================================
MORTGAGE LOAN SALE AND SERVICING AGREEMENT
between
BANK OF AMERICA, N.A. ,
as Seller and as Servicer,
and
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
as Purchaser
September 28, 2000
Adjustable-Rate Mortgage Loans
Loan Package BOA/GCM 2000-1
==============================================================================
{PAGE}
{TABLE}
{CAPTION}
_____________
Bank of America, N.A. – LOAN SALE AND SERVICING AGREEMENT (the "Agreement"), dated
September 28, 2000, is hereby executed by and between Greenwich Capital
Financial Products, Inc., a Delaware corporation, as purchaser (the
"Purchaser"), and Bank of America, N.A. , a national banking association, in
its capacity as seller (the "Seller") and in its capacity as servicer (the
"Servicer").
WITNESSETH:
WHEREAS, the Seller desires to sell to the Purchaser,
_____________
Bank of America, N.A. – The transfer of the Mortgage Loans to a trust formed as
part of a publicly issued and/or privately placed, rated securitization,
including the issuance of the related Securities.
Seller: Bank of America, N.A. , a national banking association, or its
successor in interest or any successor to the Seller under this Agreement
appointed as herein provided.
Servicer: Bank of America, N.A., a
_____________
dt 1553857
;
Freddie Mac
As referenced in this Assignment, Assumption and Recognition Agreement:
Freddie Mac, – of the month of the Remittance Date.
Eligible Investments: Any one or more of the following obligations or
securities:
(i) obligations of or guaranteed as to principal and interest by
Freddie Mac, Fannie Mae or any agency or instrumentality of the United
States when such obligations are backed by the full faith and credit of
the United States; provided, however, that
_____________
Freddie
Mac – or any agency or instrumentality of the United
States when such obligations are backed by the full faith and credit of
the United States; provided, however, that such obligations of Freddie
Mac or Fannie Mae shall be limited to senior debt obligations and
mortgage participation certificates except that investments in
mortgage-backed or mortgage participation securities with yields
evidencing extreme sensitivity to
_____________
Freddie Mac: – be obtained by the Servicer
pursuant to Subsection 11.12.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act
of 1989, as amended and in effect from time to time.
Freddie Mac: The Federal Home Loan Mortgage Corporation or any successor
thereto.
Gross Margin: With respect to each Mortgage Loan, the fixed percentage
amount set forth in each related Mortgage Note
_____________
Freddie Mac. – organization or government or any agency or political
subdivision thereof.
Primary Mortgagee Insurance Policy: A policy of primary mortgage guaranty
insurance issued by an insurer acceptable to Fannie Mae or Freddie Mac.
Principal Prepayment: Any payment or other recovery of principal on a
Mortgage Loan which is received in advance of its scheduled Due Date that is
not accompanied by an
_____________
Freddie Mac – loan made on the security
thereof, whose compensation is not affected by the approval or disapproval of
the related Mortgage Loan and who met the qualifications of Fannie Mae or
Freddie Mac and satisfied the requirements of Title XI of FIRREA.
Record Date: The close of business of the last Business Day of the month
preceding the month of the related Remittance
_____________
dt 1639849
|
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| 2001 |
Assignment, Assumption and Recognition Agreement
Assignment, Assumption and Recognition Agreement (184K)
Doc #2377570: Click preview link for longer preview.
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
------------------------------------------------
This is an Assignment, Assumption and Recognition Agreement (this
"Agreement") made this 18th day of December 2000, among Greenwich Capital
Financial Products, Inc. (the "Original Owner"), Bankers Trust Company of
California, N.A., as trustee of HarborView Mortgage Loan Trust 2000-2 (the
"Subsequent Purchaser"), Merrill Lynch Credit Corporation ("MLCC") and Cendant
Mortgage Corporation ("CMC").
. . .
2377570
|
Greenwich
As referenced in this Assignment, Assumption and Recognition Agreement:
Greenwich Capital
Financial Products, Inc – ASSUMPTION AND RECOGNITION AGREEMENT
{TEXT}
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
------------------------------------------------
This is an Assignment, Assumption and Recognition Agreement (this
"Agreement") made this 18th day of December 2000, among Greenwich Capital
Financial Products, Inc . (the "Original Owner"), Bankers Trust Company of
California, N.A., as trustee of HarborView Mortgage Loan Trust 2000-2 (the
"Subsequent Purchaser"), Merrill Lynch Credit Corporation ("MLCC") and Cendant
_____________
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC – 31072.
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Assignment,
Assumption and Recognition Agreement by their duly authorized officers as of
the day and year first above written.
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC .
(Original Owner)
By:______________________________________
Name:
Title:
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
as trustee of HarborView Mortgage Loan Trust 2000-2
(Subsequent Owner)
By:______________________________________
Name:
Title:
MERRILL
_____________
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC – CORPORATION
(MLCC)
By:______________________________________
Name:
Title:
CENDANT MORTGAGE CORPORATION
(CMC)
By:_______________________________________
Name:
Title:
{PAGE}
EXHIBIT ONE
List of MLCC-Serviced Loans
---------------------------
{PAGE}
EXHIBIT TWO
Copy of Master Servicing Agreement
==============================================================================
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC .
Owner
and
MERRILL LYNCH CREDIT CORPORATION
Company
MASTER SERVICING AGREEMENT
Dated as of May 13,1997
Conventional Fixed and Adjustable Rate Mortgage Loans
MLCC 1997-6 Flow Delivery Program
==============================================================================
{
_____________
Greenwich Capital
Financial Products, Inc – Reserved.]
J Form of Assignment, Assumption and Recognition Agreement
{PAGE}
This is a MASTER SERVICING AGREEMENT (this "Agreement"), dated and
effective as of May 13, 1997 and is executed between Greenwich Capital
Financial Products, Inc . as Owner (the "Owner"), and Merrill Lynch Credit
Corporation, as seller and servicer (the "Company").
PRELIMINARY STATEMENTS
Pursuant to a Master Mortgage Loan Purchase Agreement of even date
herewith
_____________
Greenwich Capital Financial Products, Inc – Value Ratio less than 100%, such lower
percent specified by the Master Servicer in originating such Additional
Collateral Mortgage Loan) of the original principal balance of such Mortgage
Loan.
"Owner": Greenwich Capital Financial Products, Inc . and any successor
or assignee ox Greenwich Capital Financial Products, Inc.
"ParentPower(R) Agreement": With respect to each ParentPower(R)
Mortgage Loan, a ParentPower(R) Guaranty and Security Agreement
_____________
dt 1560974
;
|
Fannie Mae
As referenced in this Assignment, Assumption and Recognition Agreement:
FNMA – of the related Remittance Date on
which each Monthly Payment is due on a Mortgage Loan, exclusive of any days of
grace.
"Eligible Account": An account or accounts acceptable to FNMA or
FHLMC.
"Equity Refinanced Mortgage Loan": A Refinanced Mortgage Loan in
which the Mortgagor used less than the entire amount of the proceeds (net of
any closing costs, including
_____________
FNMA – Section 9.01.
"FHLMC": The Federal Home Loan Mortgage Corporation or any successor
organization.
"Fidelity Bond": A fidelity bond to be maintained by the Company
pursuant to Section 4.12.
"FNMA ": The Federal National Mortgage Association or any successor
organization.
"Gross Margin": With respect to each Adjustable Rate Mortgage Loan,
the fixed number of basis points set forth in the
_____________
Federal National Mortgage Association – 01.
"FHLMC": The Federal Home Loan Mortgage Corporation or any successor
organization.
"Fidelity Bond": A fidelity bond to be maintained by the Company
pursuant to Section 4.12.
"FNMA": The Federal National Mortgage Association or any successor
organization.
"Gross Margin": With respect to each Adjustable Rate Mortgage Loan,
the fixed number of basis points set forth in the Mortgage Loan Schedule that
is
_____________
FNMA – in the violation of any
law, rule, regulation, order, judgment or decree to which the Company or its
property is subject.
(iv) The Company is an approved seller/servicer for FNMA or
FHLMC in good standing and is a mortgagee approved by the Secretary of Housing
and Urban Development pursuant to Section 203 of the National Housing Act. No
event
_____________
FNMA – by the Secretary of Housing
and Urban Development pursuant to Section 203 of the National Housing Act. No
event has occurred that would render the Company unable to comply with FNMA or
FHLMC eligibility requirements or that would require notification to either
FNMA or FHLMC.
(v) The Company has no reason or cause to believe that it
cannot perform each
_____________
dt 1606982
;
Merrill Lynch
As referenced in this Assignment, Assumption and Recognition Agreement:
Merrill Lynch & Co – ratio for such Mortgage Loans,
which Mortgage Loan is supported by a Parent Power Agreement.
"Support Agreement" shall mean that certain Support Agreement
dated as of February 28, 1996 between Merrill Lynch & Co ., Inc., and Merrill
Lynch Credit Corporation and acknowledged by AMBAC Indemnity Corporation.
2. Company hereby represents and warrants to Investor that
prior to its assignment to Investor, Company had
_____________
Merrill Lynch
& Co – to General Counsel).
If to Investor.
Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
Attention: Muriel Brunken,
Vice President
9. The Support Agreement was entered into between Merrill Lynch
& Co ., Inc., and Company solely in connection with the transaction
contemplated by the Surety Agreement and Investor acknowledges that it is not
a thud party beneficiary thereto nor to any
_____________
dt 1468213
|
Preview
Full Doc
| 2001 |
Assignment, Assumption and Recognition Agreement
Assignment, Assumption and Recognition Agreement (235K)
Doc #2377571: Click preview link for longer preview.
Brown & Wood Draft
December 14, 2000
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
------------------------------------------------
This is an Assignment, Assumption and Recognition Agreement (this
"Agreement") made this 18th day of December, 2000, among Greenwich Capital
Financial Products, Inc. (the "Original Owner"), Bankers Trust Company of
California, N.A., as trustee of HarborView Mortgage . . .
2377571
|
Greenwich
As referenced in this Assignment, Assumption and Recognition Agreement:
Greenwich Capital
Financial Products, Inc – TEXT}
Brown & Wood Draft
December 14, 2000
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
------------------------------------------------
This is an Assignment, Assumption and Recognition Agreement (this
"Agreement") made this 18th day of December, 2000, among Greenwich Capital
Financial Products, Inc . (the "Original Owner"), Bankers Trust Company of
California, N.A., as trustee of HarborView Mortgage Loan Trust 2000-2 (the
"Subsequent Purchaser") and Washington Mutual Bank, FA ("WMBFA").
RECITALS
_____________
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC – 31072.
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Assignment,
Assumption and Recognition Agreement by their duly authorized officers as of
the day and year first above written.
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC .
(Original Owner)
By:_______________________________________
Name:
Title:
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
as trustee of HarborView Mortgage Loan Trust 2000-2
(Subsequent Owner)
By:_______________________________________
Name:
Title:
WASHINGTON
_____________
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC – of Servicing Agreement and First Amendment
-------------------------------------------------
MASTER MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT
WASHINGTON MUTUAL BANK, FA
WASHINGTON MUTUAL BANK
WASHINGTON MUTUAL BANK fsb
Sellers
WASHINGTON MUTUAL BANK, FA
Servicer
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC .
Initial Purchaser
Dated as of October 1, 2000
Adjustable Rate Mortgage Loans
{PAGE}
TABLE OF CONTENTS
Page
SECTION 1. Definitions..................................................1
SECTION 2. Agreement to Purchase ......................................11
SECTION 3.
_____________
Greenwich Capital Financial Products, Inc – SCHEDULE
{PAGE}
MASTER MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT
This is a MASTER MORTGAGE LOAN PURCHASE AND SERVICING
AGREEMENT (the "Agreement"), dated as of October 1, 2000, by and between
Greenwich Capital Financial Products, Inc ., having an office at 600 Steamboat
Road, Greenwich, Connecticut 06830 (the "Initial Purchaser", and the Initial
Purchaser or the Person, if any, to which the Initial Purchaser has assigned
_____________
Greenwich Capital Financial Products,
Inc – the interest rate thereon.
Initial Closing Date: The Closing Date on which the
Initial Purchaser purchases and one or more Sellers sell the first Mortgage
Loan Package hereunder.
Initial Purchaser: Greenwich Capital Financial Products,
Inc ., or any successor.
Insurance Proceeds: With respect to each Mortgage Loan,
proceeds of insurance policies insuring the Mortgage Loan or the related
Mortgaged Property.
Liquidation Proceeds: Amounts, other than
_____________
dt 1560975
;
Fannie Mae
As referenced in this Assignment, Assumption and Recognition Agreement:
FNMA – determined by an appraisal made for the
originator of the Mortgage Loan at the time of origination of the Mortgage
Loan by an appraiser who met the minimum requirements of FNMA and FHLMC, and
(ii) the purchase price paid for the related Mortgaged Property by the
Mortgagor with the proceeds of the Mortgage Loan, provided, however, in the
case of
_____________
FNMA – an appraisal made for the originator
of such Refinanced Mortgage Loan at the time of origination of such Refinanced
Mortgage Loan by an appraiser who met the minimum requirements of FNMA and
FHLMC.
Assignment and Conveyance: An assignment and conveyance
of the Mortgage Loans purchased on a Closing Date in the form annexed hereto
as Exhibit 4.
Assignment of Mortgage:
_____________
FNMA – expects to be finally recoverable in respect thereof have been so
recovered. The Servicer shall maintain records, prepared by a servicing
officer of the Servicer, of each Final Recovery Determination.
FNMA : Fannie Mae or any successor thereto.
Gross Margin: With respect to any Mortgage Loan, the
fixed percentage amount set forth in the related Mortgage Note and the related
Mortgage
_____________
Fannie Mae – to be finally recoverable in respect thereof have been so
recovered. The Servicer shall maintain records, prepared by a servicing
officer of the Servicer, of each Final Recovery Determination.
FNMA: Fannie Mae or any successor thereto.
Gross Margin: With respect to any Mortgage Loan, the
fixed percentage amount set forth in the related Mortgage Note and the related
Mortgage Loan Schedule
_____________
FNMA – the related Confirmation in
exchange for the Mortgage Loans purchased on such Closing Date as calculated
as provided in Section 4.
Qualified Insurer: Any insurer which meets the
requirements of FNMA and FHLMC.
Qualified Substitute Mortgage Loan: A mortgage loan
substituted for a Deleted Mortgage Loan pursuant to the terms of this
Agreement which must, on the date of such
_____________
dt 1608292
;
|
Chase Manhattan
As referenced in this Assignment, Assumption and Recognition Agreement:
Chase Manhattan Bank, – Purchaser interest on any such late payment
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, New York, New
York, as its prime lending rate, adjusted as of the date of each change, plus
three percentage points, but in no event greater than the maximum
_____________
dt 1600865
;
WaMu Bank
As referenced in this Assignment, Assumption and Recognition Agreement:
Washington Mutual Bank, – 2000, among Greenwich Capital
Financial Products, Inc. (the "Original Owner"), Bankers Trust Company of
California, N.A., as trustee of HarborView Mortgage Loan Trust 2000-2 (the
"Subsequent Purchaser") and Washington Mutual Bank, FA ("WMBFA").
RECITALS
A. The mortgage loans listed on Exhibit One hereto (the "Serviced Loans")
are currently being serviced by WMBFA for the Original Owner pursuant to the
Master
_____________
Washington Mutual Bank, – Servicing Agreement, dated as of October 1,
2000, as amended by the First Amendment (the "First Amendment"), dated as of
October 1, 2000 (the "Servicing Agreement"), between the Original Owner,
Washington Mutual Bank, Washington Mutual Bank fsb and WMBFA, a copy of which
is annexed hereto as Exhibit Two.
B. The Original Owner proposes, pursuant to the Pooling and Servicing
Agreement, dated
_____________
Washington Mutual Bank – as of October 1,
2000, as amended by the First Amendment (the "First Amendment"), dated as of
October 1, 2000 (the "Servicing Agreement"), between the Original Owner,
Washington Mutual Bank, Washington Mutual Bank fsb and WMBFA, a copy of which
is annexed hereto as Exhibit Two.
B. The Original Owner proposes, pursuant to the Pooling and Servicing
Agreement, dated as of December 1,
_____________
WASHINGTON MUTUAL BANK, – PRODUCTS, INC.
(Original Owner)
By:_______________________________________
Name:
Title:
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
as trustee of HarborView Mortgage Loan Trust 2000-2
(Subsequent Owner)
By:_______________________________________
Name:
Title:
WASHINGTON MUTUAL BANK, FA
(WMBFA)
By:_______________________________________
Name:
Title:
{PAGE}
EXHIBIT ONE
List of Serviced Loans
----------------------
{PAGE}
EXHIBIT TWO
-----------
Copies of Servicing Agreement and First Amendment
-------------------------------------------------
MASTER MORTGAGE LOAN PURCHASE AND SERVICING
_____________
WASHINGTON MUTUAL BANK, – FA
(WMBFA)
By:_______________________________________
Name:
Title:
{PAGE}
EXHIBIT ONE
List of Serviced Loans
----------------------
{PAGE}
EXHIBIT TWO
-----------
Copies of Servicing Agreement and First Amendment
-------------------------------------------------
MASTER MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT
WASHINGTON MUTUAL BANK, FA
WASHINGTON MUTUAL BANK
WASHINGTON MUTUAL BANK fsb
Sellers
WASHINGTON MUTUAL BANK, FA
Servicer
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
Initial Purchaser
Dated as of October 1, 2000
Adjustable Rate
_____________
dt 1505792
;
WAMU
As referenced in this Assignment, Assumption and Recognition Agreement:
Washington Mutual, Inc – Statements. The Servicer understands
that in connection with the Purchaser's marketing of the Mortgage Loans, the
Purchaser shall make available to prospective purchasers the Servicer's
financial statements of Washington Mutual, Inc . for the most recently
completed three fiscal years respecting which such statements are available.
The Servicer also shall make available any comparable interim statements of
Washington Mutual, Inc. to
_____________
Washington Mutual, Inc – statements of Washington Mutual, Inc. for the most recently
completed three fiscal years respecting which such statements are available.
The Servicer also shall make available any comparable interim statements of
Washington Mutual, Inc . to the extent any such statements are publicly
available. The Servicer, if it has not already done so, agrees to furnish
promptly to the Purchaser copies of the statements
_____________
Washington Mutual, Inc – the Servicer for
the purpose of answering questions asked by any prospective purchaser
regarding recent developments affecting the Servicer, its loan origination or
servicing practices or the financial statements of Washington Mutual, Inc .
SECTION 18. Mandatory Delivery: Grant of Security Interest.
The sale and delivery of each Mortgage Loan on or before the related Closing
Date is mandatory from and after the
_____________
dt 1578281
|
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Business Loan Agreement
Business Loan Agreement (61K)
Doc #1677939: Click preview link for longer preview.
BANK ONE N.A.
BUSINESS LOAN AGREEMENT
This Agreement dated as of October ______, 2001, is between Ernest C.
Garcia II and Elizabeth Joanne Garcia, husband and wife (collectively "Garcia"),
and Verde Investments, Inc. ("Verde") and Bank One, Arizona, NA (the "Bank").
Garcia and Verde will be referred to collectively as the "Borrower."
RECITALS
A. Garcia desires to acquire more of the outstanding common stock (the
"Stock") of . . .
1677939
|
Greenwich
As referenced in this Business Loan Agreement:
Greenwich Capital financial Products, Inc – BNY Midwest Trust company, among others, and the terms and
covenants of that certain master Loan and Security agreement dated as of April
13, 2001 by and between UDC and Greenwich Capital financial Products, Inc .,
among others, or any additional or replacement secured loan agreements.
10.7 VALUE OF INDIAN SCHOOL PROPERTY AND RESIDENCE. The combined value of the
Indian School Property and the
_____________
dt 1560909
;
|
Navistar Int'l
As referenced in this Business Loan Agreement:
Navistar International Corp. – in the Facility No. 1 Note (defined
below).
(c) The Borrower's obligation under Facility No. 1 shall be secured in part by
150,000 shares of common stock of Navistar International Corp. Bank shall
not be obligated to make any advances under Facility No. 1 until
certificates evidencing the Navistar International Corp. common stock have
been delivered to Bank. The Facility
_____________
Navistar International Corp. – in part by
150,000 shares of common stock of Navistar International Corp. Bank shall
not be obligated to make any advances under Facility No. 1 until
certificates evidencing the Navistar International Corp. common stock have
been delivered to Bank. The Facility No. 1 Borrowing Base shall be fifty
percent (50%) of the current market value of the Navistar International
Corp. stock.
_____________
Navistar International
Corp. – evidencing the Navistar International Corp. common stock have
been delivered to Bank. The Facility No. 1 Borrowing Base shall be fifty
percent (50%) of the current market value of the Navistar International
Corp. stock. Borrower shall be in default if the principal amount
outstanding under Facility No. 1
<PAGE>
exceeds the Borrowing Base. The value of the Navistar International Corp
_____________
Navistar International Corp
– the Navistar International
Corp. stock. Borrower shall be in default if the principal amount
outstanding under Facility No. 1
<PAGE>
exceeds the Borrowing Base. The value of the Navistar International Corp
stock shall be determined by multiplying (A) the per share price of such
stock at the most recent close of trading on a trading exchange for such
stock, times (
_____________
Navistar
International Corp. – provided in this Agreement or any other
loan document. If at any time the principal amount outstanding on
Facility No. 1 exceeds sixty percent (60%) of the value of the Navistar
International Corp. stock held by the Bank as collateral, the Bank may
immediately liquidate the stock, regardless of any notice and cure
periods provided for elsewhere in this Agreement or any
_____________
dt 1474833
|
Preview
Full Doc
| 2001 |
Collection and Deposit Account Agreement
Collection and Deposit Account Agreement (70K)
Doc #268256: Click preview link for longer preview.
COLLECTION AND DEPOSIT ACCOUNT AGREEMENT
THIS COLLECTION AND DEPOSIT ACCOUNT AGREEMENT (this "AGREEMENT")
dated as of July 30, 2001, among LASALLE BANK NATIONAL ASSOCIATION having an
address at 135 LaSalle Street, Suite 1225, Chicago, Illinois 60603, in its
capacity as collection bank (the "COLLECTION BANK"), LASALLE BANK NATIONAL
ASSOCIATION, having an address at 135 LaSalle Street, Suite 1625, Chicago,
Illinois 60603, in its capacity as depository (the "DEPOSITORY"), LAKESHORE
MARKETPLACE, LLC, a Delaware limited liability company, having an address at
77 West Wacker Drive, Suite 4200, Chicago, Illinois 60601 ("BORROWER") and
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation, having an
address at 600 Steamboat Road, Greenwich, Connecticut 06803 (together with
its successors and assigns, "LENDER").
W I T N E S S E T H:
A. Lender has agreed to make a loan in the amount of
$15,993,000 (the "LOAN") to Borrower evidenced by a Promissory Note, dated as
of the date hereof (as amended, modified or restated and any replacements
therefor, the "NOTE"), from Borrower to Lender, and secured, INTER ALIA, by a
Mortgage, dated as of the date hereof (as amended, modified, restated, spread
or consolidated, the "INSTRUMENT"; together with the Note, this Agreement and
all other documents and agreements evidencing and/or securing the Loan,
collectively, the "LOAN DOCUMENTS"), on certain real property known as
Lakeshore Marketplace located in Muskegon, Michigan (the "PROPERTY");
B. Borrower and Horizon Group Properties, L.P., a Delaware
limited partnership (the "MANAGER") are parties to a management agreement
pursuant to which the Manager has agreed to act as manager with respect to
the Property;
C. The Instrument provides that all Rents (as hereinafter
defined) shall be sent directly to one or more financial institutions
acceptable to Lender for deposit into an account designated and established
by Lender or its designee; and
D. Lender and Borrower desire to retain the Collection Bank
and Depository to provide the services described herein.
NOW THEREFORE, in consideration of the mutual premises contained
herein and for other good and valuable consideration the sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
1. DEFINED TERMS. Certain capitalized terms used herein are
defined in Section 16.
2. DEPOSIT OF RENTS; DUTIES OF THE COLLECTION BANK.
58
{Page}
(a) From and after the date hereof, Borrower will (a) cause
all tenants under Leases now or hereafter affecting all or a portion of the
Property to deliver all Rents directly to the Collection Bank at the
following address: Lakeshore Marketplace, LLC, 135 S. LaSalle St., Dept.
6285, Chicago, IL 60674-6285 (the "Lockbox"), whereupon the Collection Bank
shall promptly deposit such rents into the Collection Account (hereinafter
defined), and (b) cause any and all other Rents received by Borrower, its
affiliates, partners or members, the Manager or any other party on Borrower's
behalf to be deposited into the Collection Account within two (2) Business
Days after receipt thereof by or on behalf of Borrower. On the date hereof,
Borrower shall deliver to each tenant under an existing Lease an irrevocable
direction in the form of EXHIBIT A attached hereto and made a part hereof
(each, a "TENANT NOTICE") to deliver all Rent payable under such tenant's
Lease, when due, directly to the Lockbox. In addition, Borrower shall deliver
a Tenant Notice to each tenant under any Lease entered into after the date
hereof promptly after execution of such Lease.
(b) The Collection Bank shall receive and process any
deposits properly presented by Borrower, its partners, members or any of
their respective agents pursuant to Section 6 in accordance with the terms of
this Agreement. The Collection Bank shall also receive and process all Rents
sent directly to the Lockbox by tenants at the Property in accordance with
the terms of the Wholesale Lockbox Mail Service Agreement between Borrower
and Collection Bank. The Rents and other deposits described in this Section
2(b) are collectively referred to herein as the "RECEIPTS." The Collection
Bank shall establish and maintain a Collection Account for the Property in
the name of Borrower, with Lender, as secured party, as account number
5800254475 (the "COLLECTION ACCOUNT"), into which the Collection Bank shall
deposit all Receipts received by it with respect to the Property.
(c) Items deposited with, or funds transfers received (for
credit to the Collection Account) by, the Collection Bank which are returned
for insufficient or uncollected funds will be re-deposited the first time.
Items or funds transfers returned unpaid the second time for whatever reason
shall be debited to the Collection Account under advice and returned to
Borrower. Borrower shall be liable to the Collection Bank for the amount of
any exchange or collection charges incurred by the Collection Bank. Fees for
returned items (or funds transfers) will be charged directly to the
Collection Account. If there are insufficient funds in the Collection Account
to fully reimburse Collection Bank for the amount of any returned item (or
funds transfer) and any related fees and expenses, then Borrower and Lender
agree to fully reimburse Collection Bank on demand to the extent either
receives the proceeds of such item or funds transfer. The Collection Bank
shall send a monthly statement to Lender, which shall specify the amounts
deposited into the Collection Account with respect to the Property for the
previous month.
(d) The Collection Account shall be an Eligible Account
entitled "Lakeshore Marketplace, LLC, for the benefit of Greenwich Capital
Financial Products, Inc., together with its successors and assigns, as
Secured Party", or entitled in such other fashion as Lender shall determine.
The Collection Bank shall deposit into the Collection Account the Rents for
the Property and all other amounts transferred to the Collection Bank,
pursuant to this Agreement or otherwise. The Collection Account shall be
under the sole dominion and control of Lender (which may be exercised through
Lender's Servicer designated by Lender to the Collection Bank
268256
|
Greenwich
As referenced in this Collection and Deposit Account Agreement:
GREENWICH CAPITAL FINANCIAL PRODUCTS, – LAKESHORE
MARKETPLACE, LLC, a Delaware limited liability company, having an address at
77 West Wacker Drive, Suite 4200, Chicago, Illinois 60601 ("BORROWER") and
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation, having an
address at 600 Steamboat Road, Greenwich, Connecticut 06803 (together with
its successors and assigns, "LENDER").
W
_____________
Greenwich Capital
Financial Products, – the Property for the
previous month.
(d) The Collection Account shall be an Eligible Account
entitled "Lakeshore Marketplace, LLC, for the benefit of Greenwich Capital
Financial Products, Inc., together with its successors and assigns, as
Secured Party", or entitled in such other fashion as Lender shall determine.
The Collection
_____________
Greenwich Capital
Financial Products, – the Collection Bank) from
the Collection Account. The Deposit Account shall be an Eligible Account
entitled "Lakeshore Marketplace, LLC, for the benefit of Greenwich Capital
Financial Products, Inc., together with its successors and assigns, as
Secured Party", or entitled in such other fashion as Lender shall determine.
The Depository
_____________
GREENWICH CAPITAL FINANCIAL PRODUCTS, – Delaware limited liability company
By: LAKESHORE MARKETPLACE
FINANCE COMPANY, INC.,
a Delaware corporation,
its Managing Member
By: ____________________________
Name:_______________________
Title:________________________
LENDER:
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
a Delaware corporation
By: _______________________________
Name:__________________________
Title:___________________________
75
{Page}
MANAGER HEREBY AGREES TO THE PROVISIONS OF SECTION 6 HEREOF:
_____________
Greenwich Capital Financial Products, – accordance with the foregoing instructions will be credited against sums due
to Landlord by Tenant. Until otherwise advised in writing by Landlord and
Greenwich Capital Financial Products, Inc., the mortgagee of the Project (or
its successors or assigns), you should continue to make your payments for
rent and other
_____________
dt 158382
;
HGPI
As referenced in this Collection and Deposit Account Agreement:
HORIZON GROUP PROPERTIES, INC – ___________________________
75
{Page}
MANAGER HEREBY AGREES TO THE PROVISIONS OF SECTION 6 HEREOF:
HORIZON GROUP PROPERTIES, L.P.,
a Delaware limited partnership
By: HORIZON GROUP PROPERTIES, INC .,
a Maryland corporation,
its general partner
By:__________________________
Name:_______________________
Title:________________________
76
{Page}
EXHIBIT A
FORM OF TENANT NOTICE
[Letterhead of
_____________
dt 176106
;
Horizon Group
As referenced in this Collection and Deposit Account Agreement:
Horizon Group Properties, L.P. – the Loan,
collectively, the "LOAN DOCUMENTS"), on certain real property known as
Lakeshore Marketplace located in Muskegon, Michigan (the "PROPERTY");
B. Borrower and Horizon Group Properties, L.P. , a Delaware
limited partnership (the "MANAGER") are parties to a management agreement
pursuant to which the Manager has agreed to act as
_____________
HORIZON GROUP PROPERTIES, L.P. – PRODUCTS, INC.
a Delaware corporation
By: _______________________________
Name:__________________________
Title:___________________________
75
{Page}
MANAGER HEREBY AGREES TO THE PROVISIONS OF SECTION 6 HEREOF:
HORIZON GROUP PROPERTIES, L.P. ,
a Delaware limited partnership
By: HORIZON GROUP PROPERTIES, INC.,
a Maryland corporation,
its general partner
By:__________________________
Name:_______________________
Title:________________________
76
{
_____________
dt 177346
;
|
McGraw-Hill Companies
As referenced in this Collection and Deposit Account Agreement:
McGraw-Hill Companies, Inc – maturity at par of such underlying
investment.
(e) "RATING AGENCY" shall mean any of Standard & Poor's
Rating Services, a division of the McGraw-Hill Companies, Inc ., Moody's
Investors Service, Inc., Fitch, Inc., any successors thereto, or any other
nationally-recognized statistical rating organization designated by Lender in
_____________
dt 311755
;
Fannie Mae
As referenced in this Collection and Deposit Account Agreement:
Federal National Mortgage
Association – or guaranteed as to timely
payment of principal and interest by, the Federal Home Loan Mortgage
Corporation, the Federal Home Loan Bank, the Federal National Mortgage
Association or the Federal Farm Credit System, provided that any such
obligation, at the time of purchase or contractual commitment providing
for the
_____________
dt 161935
|
Preview
Full Doc
| 2004 |
Consent and Assumption Agreement
Consent and Assumption Agreement (70K)
Doc #263241: Click preview link for longer preview.
CONSENT AND ASSUMPTION AGREEMENT
This Consent and Assumption Agreement (this "Agreement") is made as of
August ____, 2003 by and among LAKESHORE MARKETPLACE, LLC, a Delaware limited
liability company ("Seller"), RAMCO LAKESHORE LLC, a Delaware limited liability
company, f/k/a Lakeshore MP, LLC ("Buyer"), LAKESHORE MARKETPLACE FINANCE
COMPANY, INC., a Delaware corporation, HORIZON GROUP PROPERTIES, L.P., a
Delaware limited partnership, HORIZON GROUP PROPERTIES, INC., a Delaware
corporation (collectively, whether one or more, "Original Guarantor"),
RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership ("Guarantor"),
and WELLS FARGO BANK MINNESOTA, N.A., as trustee for the registered holders of
Salomon Brothers Mortgage Securities VII, Inc., Commercial Mortgage Pass-Through
Certificates, Series 2001-C2, acting by and through its Master Servicer and
General Special Servicer, Midland Loan Services, Inc. (collectively referred to
herein as "Lender"), with reference to the following facts:
RECITALS
A. Seller has been the owner of certain real property located at
5241 Harvey Street, Norton Shores, Michigan, commonly known as Lakeshore
Marketplace Shopping Center, and more particularly described in Exhibit "A"
attached hereto and incorporated herein by reference for all purposes together
with all improvements, fixtures and personal property located thereon and
or/described in any of the herein defined Loan Documents which, with the above
described real property (the "Real Property"), is collectively referred to as
the "Property". Further, as used herein, the term "Property" shall mean the
Property or, where applicable, such portions thereof as are owned by Buyer. The
Property is encumbered by a first lien and security interest on the Property
evidenced by, among other things, that certain (i) Mortgage dated July 30, 2001,
executed by Seller to Greenwich Capital Financial Products, Inc. (the "Original
Lender"), as mortgagee, filed for record and recorded in Liber 3242, Page 914 in
the official records of Muskegon County, Michigan (the "Mortgage"), (ii)
Assignment of Leases dated July 30, 2001, executed by Seller for the benefit of
Original Lender, filed for record and recorded in Liber 3242, Page 958 in the
official records of Muskegon County, Michigan (the "Assignment of Leases"),
(iii) Environmental Indemnity Agreement dated July 30, 2001, executed by Seller
as indemnitor thereunder for the benefit of Original Lender (the "Environmental
Indemnity"), (iv) Replacement Reserve and Security Agreement dated July 30,
2001, executed by Seller for the benefit of Original Lender (the "Replacement
Reserve Agreement"), (v) Collection and Deposit Account Agreement dated July 30,
2001, executed by Seller, Original Lender and the other parties named therein
(the "Deposit Account Agreement"), and (vi) Tenant Improvement and Leasing
Commission Reserve and Security Agreement dated July 30, 2001, executed by
Seller for the benefit of Original Lender (the "TI/LC Reserve
Page 1
{PAGE}
Agreement"). Original Guarantor guaranteed certain obligations of Seller under
the Loan Documents (as hereinafter defined) pursuant to that certain Exceptions
to Non-Recourse Guaranty dated July 30, 2001, executed by Original Guarantor, as
guarantor, for the benefit of Original Lender (the "Guaranty"). The personal
property, fixtures and other collateral covered by the Mortgage and the other
Loan Documents is subject to a first lien and security interest on the Property
evidenced by, among other things, that certain (i) UCC-1 Financing Statement
filed as number 4419973 with the Office of the Secretary of State of Michigan,
and (ii) UCC-1 Financing Statement filed for record and recorded Liber 3242,
Page 417 in the official records of Muskegon County, Michigan (collectively,
said UCC-1 Financing Statements shall be referred to as the "UCC-1 Financing
Statement"). The Mortgage, the Assignment, the Environmental Indemnity, the
Replacement Reserve Agreement, the Deposit Account Agreement, the TI/LC
Agreement, the Guaranty and the UCC-1 Financing Statement and any all other
documents, instruments or agreements evidencing or creating a lien or security
interest relating to any of the Property, whether or not referenced herein, are
collectively referred to herein as the "Security Documents".
B. The Security Documents secure a repayment of a loan (the
"Loan") to Seller evidenced by a Promissory Note (the "Note") dated July 30,
2001, in the original principal amount of $15,993,000.00 executed by Seller, as
maker, in favor of Original Lender, as payee. The Security Documents further
secure performance of all the obligations, covenants, and agreements contained
in the Mortgage and in all other documents executed by Seller or any other party
evidencing, securing, memorializing or in a any way relating to the Loan or
perfecting the lien or security interest created by any Security Document (such
documents, instruments and agreements together with the Note, the Mortgage, the
Guaranty, the Environmental Indemnity and the other Security Documents, as same
may be amended, reinstated, consolidated, supplemented, increased, decreased,
restated, extended or otherwise modified at any time, and from time to time, are
collectively and individually referred to herein as the "Loan Documents").
C. Lender now holds all of Original Lender's interest in and
under the Mortgage and the other Loan Documents. Midland Loan Services, Inc.
services the Loan as Master Servicer and General Special Servicer, pursuant to
that certain Pooling and Servicing Agreement dated as of December 1, 2001.
D. Seller and Buyer entered into that certain Agreement of
Purchase and Sale (as amended, the "Contract of Sale") dated April 18, 2003, for
the sale and purchase of the Property. Unless Lender elects to consent to the
transfer, the provisions of the Loan Documents entitle Lender to, among other
things, accelerate payment of the balance owing under the Note, to foreclose the
Mortgage and exercise any and all rights, remedies or recourses to which it is
entitled under any of the Loan Documents. Seller will sell, transfer, and convey
the Property, subject to the Loan Documents, to Buyer (i) if Buyer assumes, to
Lender's full satisfaction, the Loan and all of Seller's obligations,
agreements, covenants, liabilities, representations, warranties, duties and the
like (collectively, the "Obligations") arising under the Loan Documents, and
(ii) if Lender agrees not to exercise its right under the Mortgage to accelerate
the unpaid balance of the Note as a result of such transfer to Buyer and allows
Buyer to assume the Loan and all of Seller's obligations under the Loan
Documents.
E. Subject to the terms and conditions of this Agreement and the
Loan Documents, Lender is willing to consent to the transfer of the Property to
Buyer and permit Buyer's assumption of the Loan and Obligations arising under
the Loan Documents. Lender's willingness to consent to such assumption by Buyer
is expressly conditioned on, among other things, Buyer's agreement that it is
specifically assuming all Obligations under the Note and other Loan Documents
which are fully and unconditionally recourse subject, however, to the non
recourse provisions set forth in the Loan Documents.
263241
|
Greenwich
As referenced in this Consent and Assumption Agreement:
Greenwich Capital Financial Products, – and security interest on the Property
evidenced by, among other things, that certain (i) Mortgage dated July 30, 2001,
executed by Seller to Greenwich Capital Financial Products, Inc. (the "Original
Lender"), as mortgagee, filed for record and recorded in Liber 3242, Page 914 in
the official records of Muskegon
_____________
dt 158368
;
HGPI
As referenced in this Consent and Assumption Agreement:
HORIZON GROUP PROPERTIES, INC – k/a Lakeshore MP, LLC ("Buyer"), LAKESHORE MARKETPLACE FINANCE
COMPANY, INC., a Delaware corporation, HORIZON GROUP PROPERTIES, L.P., a
Delaware limited partnership, HORIZON GROUP PROPERTIES, INC ., a Delaware
corporation (collectively, whether one or more, "Original Guarantor"),
RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership ("Guarantor"),
and WELLS
_____________
Horizon Group Properties, Inc – Authorized ____________________________
Tax ID #: ___________________________________________
Mailing Address:
5000 Hakes Drive
Muskegon, Michigan 49441
HORIZON GROUP PROPERTIES, L.P., a Delaware
limited partnership
By: Horizon Group Properties, Inc ., a Delaware
corporation, its general partner
By: _______________________________
Name: _____________________________
Authorized _________________________
Tax ID #: ___________________________________________
Mailing Address:
5000 Hakes Drive
Muskegon, Michigan
_____________
HORIZON GROUP PROPERTIES, INC – its general partner
By: _______________________________
Name: _____________________________
Authorized _________________________
Tax ID #: ___________________________________________
Mailing Address:
5000 Hakes Drive
Muskegon, Michigan 49441
Page 15
{PAGE}
HORIZON GROUP PROPERTIES, INC ., a Delaware
corporation
By: _________________________________________________
Name: _______________________________
Authorized ____________________________
Tax ID #: ___________________________________________
Mailing Address:
5000 Hakes Drive
Muskegon, Michigan 49441
Page 16
{
_____________
HORIZON GROUP PROPERTIES, INC – ____________ )
)ss.
COUNTY OF __________ )
The foregoing instrument was acknowledged before me this _____ day of
_____________, 2003, by _______________________________, the ________________ of
HORIZON GROUP PROPERTIES, INC ., a Delaware corporation, for itself and in its
capacity as general partner of HORIZON GROUP PROPERTIES, L.P., a Delaware
limited partnership.
_____________
dt 145537
;
Horizon Group
As referenced in this Consent and Assumption Agreement:
HORIZON GROUP PROPERTIES, L.P. – RAMCO LAKESHORE LLC, a Delaware limited liability
company, f/k/a Lakeshore MP, LLC ("Buyer"), LAKESHORE MARKETPLACE FINANCE
COMPANY, INC., a Delaware corporation, HORIZON GROUP PROPERTIES, L.P. , a
Delaware limited partnership, HORIZON GROUP PROPERTIES, INC., a Delaware
corporation (collectively, whether one or more, "Original Guarantor"),
RAMCO-GERSHENSON PROPERTIES, L.
_____________
HORIZON GROUP PROPERTIES, L.P. – FINANCE
COMPANY, INC., a Delaware corporation
By: _________________________________________________
Name: _______________________________
Authorized ____________________________
Tax ID #: ___________________________________________
Mailing Address:
5000 Hakes Drive
Muskegon, Michigan 49441
HORIZON GROUP PROPERTIES, L.P. , a Delaware
limited partnership
By: Horizon Group Properties, Inc., a Delaware
corporation, its general partner
By: _______________________________
Name: _____________________________
Authorized _________________________
Tax
_____________
HORIZON GROUP PROPERTIES, L.P. – 2003, by _______________________________, the ________________ of
HORIZON GROUP PROPERTIES, INC., a Delaware corporation, for itself and in its
capacity as general partner of HORIZON GROUP PROPERTIES, L.P. , a Delaware
limited partnership.
________________________________________
NOTARY PUBLIC, State of ________________
My commission expires ______________
Page 19
{PAGE}
STATE OF ____________ )
)ss.
COUNTY
_____________
dt 145664
;
|
Ramco-Gershenson
As referenced in this Consent and Assumption Agreement:
Ramco-Gershenson Properties Trust, – 57-1178614
Mailing Address:
27600 Northwestern Highway, Suite 200
Southfield, Michigan 48034
GUARANTOR:
RAMCO-GERSHENSON PROPERTIES, L.P., a
Delaware limited partnership
By: Ramco-Gershenson Properties Trust, a Maryland
real estate investment trust, its general partner
By: _______________________________
Name: _____________________________
Authorized _________________________
Tax ID #: ______________________________
Mailing Address:
27600 Northwestern
_____________
RAMCO-GERSHENSON PROPERTIES TRUST, – ____________ )
)ss.
COUNTY OF __________ )
The foregoing instrument was acknowledged before me this _____ day of
_____________, 2003, by _______________________________, the ________________ of
RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland real estate investment trust, in
its capacity as general partner of RAMCO-GERSHENSON PROPERTIES, L.P., a
________________ limited partnership.
_____________
dt 145500
;
Midland Loan
As referenced in this Consent and Assumption Agreement:
Midland Loan Services, – Mortgage Securities VII, Inc., Commercial Mortgage Pass-Through
Certificates, Series 2001-C2, acting by and through its Master Servicer and
General Special Servicer, Midland Loan Services, Inc. (collectively referred to
herein as "Lender"), with reference to the following facts:
RECITALS
A. Seller has been the owner of certain
_____________
Midland Loan Services, – the "Loan Documents").
C. Lender now holds all of Original Lender's interest in and
under the Mortgage and the other Loan Documents. Midland Loan Services, Inc.
services the Loan as Master Servicer and General Special Servicer, pursuant to
that certain Pooling and Servicing Agreement dated as of
_____________
Midland Loan Services, – holders of Salomon Brothers Mortgage Securities
VII, Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-C2, its
successors and/or assigns, c/o Midland Loan Services, Inc., Master Servicer,
10851 Mastin, Suite 700, Overland Park, Kansas 66210, re: Loan Number
03-0812070; (xxv) all insurance premiums on the
_____________
Midland Loan Services, – A., as trustee for the
registered holders of Salomon Brothers Mortgage
Securities VII, Inc., Commercial Mortgage Pass-
Through Certificates, Series 2001-C2
By: Midland Loan Services, Inc.,
Its Attorney-in-Fact
By: _____________________________________________
Name: _______________________________________
Title: Executive Vice President
Mailing Address:
10851 Mastin, Suite 700
Overland Park, Kansas
_____________
Midland Loan Services, – instrument, on oath stated that s/he was authorized to
execute the instrument, and acknowledged that s/he is the Servicing Officer of
Midland Loan Services, Inc., attorney-in-fact for WELLS FARGO BANK MINNESOTA,
N.A., as trustee for the registered holders of Salomon Brothers Mortgage
Securities
_____________
dt 145712
;
More... |
Preview
Full Doc
| 2004 |
Contribution Agreement
Contribution Agreement (47K)
Doc #1556887: Click preview link for longer preview.
CONTRIBUTION AGREEMENT
AMONG
NORTHSTAR PARTNERSHIP, L.P.
AND
NORTHSTAR FUNDING MANAGING MEMBER HOLDINGS LLC
AND
NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP
Dated: As of October 29, 2004
CONTRIBUTION AGREEMENT
CONTRIBUTION AGREEMENT (this "Agreement") made as of . . .
1556887
|
Greenwich
As referenced in this Contribution Agreement:
Greenwich Capital Financial Products, Inc – LLC, ALGM Leasehold VIII LLC, ALGM Leasehold IX LLC, ALGM
Leasehold X LLC, and ALGM Leasehold XII LLC, for the period ending December 31,
2003.
$43,000,000 loan from Greenwich Capital Financial Products, Inc .
Obligations under the Asset Management Agreement, dated June 30, 1998, with
Emmes Asset Management Corp.
Property taxes not yet due and payable on 729 Seventh Avenue, New York, New
_____________
dt 1560902
;
Column Financial
As referenced in this Contribution Agreement:
Column Financial, Inc – Funding LLC as Initial
Subordinate Participant, relating to One IBM Plaza, Chicago Illinois.
Obligations under the Amended and Restated Participation and Servicing
Agreement, dated as of May 7, 2003, between Column Financial, Inc ., as Initial
Participation A-1 Holder, CDC Mortgage Capital Inc., as Initial Participation
A-2A Holder and Initial Participation A-2B Holder, and CDC Holding Trust, as
Initial Participation
_____________
dt 1416646
;
|
Lehman Brothers
As referenced in this Contribution Agreement:
Lehman Brothers Holdings Inc – Investors, LLC and CDC Mortgage Capital Inc. (as predecessor in
interest to NorthStar Funding LLC).
Obligations under the Mezzanine Loan Agreement, dated as of May 28, 2003, by and
between Lehman Brothers Holdings Inc . (as predecessor in interest to NorthStar
Funding LLC) and 330 N. Wabash Mezzanine, L.L.C.
Obligations under the Loan and Security Agreement, dated as of December 31,
2003,
_____________
Lehman Brothers Holdings
Inc – Senior Lender, and NorthStar Funding LLC,
as Mezzanine Lender.
Obligations under the Intercreditor Agreement, dated as of May 28, 2003, by and
between Lehman Brothers FSB, as Senior Lender, and Lehman Brothers Holdings
Inc ., doing business as Lehman Capital, a division of Lehman Brothers Holdings
Inc. (as predecessor in interest to NorthStar Funding LLC).
Obligations under the Intercreditor Agreement, dated as of December
_____________
Lehman Brothers Holdings
Inc – Intercreditor Agreement, dated as of May 28, 2003, by and
between Lehman Brothers FSB, as Senior Lender, and Lehman Brothers Holdings
Inc., doing business as Lehman Capital, a division of Lehman Brothers Holdings
Inc . (as predecessor in interest to NorthStar Funding LLC).
Obligations under the Intercreditor Agreement, dated as of December 31, 2003,
between Wachovia Bank, National Association, as Mortgage Lender, NorthStar
Funding
_____________
Lehman Brothers Holdings Inc – Funding LLC as
Initial Subordinate Participant, relating to Max Capital Portfolio, New York,
York, New York.
Obligation under the Participation Agreement, dated as of December 19, 2002, by
and among Lehman Brothers Holdings Inc ., as Lender and Tranche B Holder,
NorthStar Funding LLC, as Participant, and Lehman ALI Inc., as Agent, relating
to Douglas Entrance, Coral Gables, Florida.
Obligations under the Participation Agreement,
_____________
dt 1400117
;
Wachovia Bank
As referenced in this Contribution Agreement:
Wachovia Bank, Na – December 31,
2003, between 450 Partners Mezz I LLC and NorthStar Funding LLC.
Obligations under the Mezzanine Servicing Agreement, dated as of December 31,
2003, between NorthStar Funding LLC and Wachovia Bank, Na tional Association,
relating to the mezzanine loan to 450 Partners Mezz I LLC.
Liabilities shown on the financial statements of ALGM I LLC, ALGM I Owners LLC,
1552 Lonsdale LLC,
_____________
Wachovia Bank, Na – as Lehman Capital, a division of Lehman Brothers Holdings
Inc. (as predecessor in interest to NorthStar Funding LLC).
Obligations under the Intercreditor Agreement, dated as of December 31, 2003,
between Wachovia Bank, Na tional Association, as Mortgage Lender, NorthStar
Funding LLC, as First Mezzanine Lender, Arbor Realty Funding LLC, as Second
Mezzanine Lender, Arbor Realty Funding LLC, as Third Mezzanine Lender and 450
_____________
Wachovia Bank, Na – LLC, as Third Mezzanine Lender and 450
Mezz Lender LLC, as Fourth Mezzanine Lender.
Obligations under the Participation and Servicing Agreement, dated as of July 6,
2002, by and between Wachovia Bank, Na tional Association, as Senior Participant,
and NorthStar Funding LLC, as Junior Participant, relating to Alhambra Plaza,
Coral Gables, Florida.
Obligations under the Sub-Participation Agreement, dated as of November 6,
_____________
dt 1387233
|
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| 2004 |
Contribution Agreement
Contribution Agreement (45K)
Doc #1556944: Click preview link for longer preview.
CONTRIBUTION AGREEMENT
AMONG
NORTHSTAR PARTNERSHIP, L.P.
AND
NORTHSTAR FUNDING MANAGING MEMBER HOLDINGS LLC
AND
NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP
Dated: As of _________________, 2004
CONTRIBUTION AGREEMENT
CONTRIBUTION AGREEMENT (this "Agreement") made as of , 2004 by and
among NORTHSTAR PARTNERSHIP, L.P., a Delaware . . .
1556944
|
Greenwich
As referenced in this Contribution Agreement:
Greenwich Capital Financial Products, Inc – LLC, ALGM Leasehold VIII LLC, ALGM Leasehold IX LLC, ALGM
Leasehold X LLC, and ALGM Leasehold XII LLC, for the period ending December 31,
2003.
$43,000,000 loan from Greenwich Capital Financial Products, Inc .
Obligations under the Asset Management Agreement, dated June 30, 1998, with
Emmes Asset Management Corp.
Property taxes not yet due and payable on 729 Seventh Avenue, New York, New
_____________
dt 1560903
;
Column Financial
As referenced in this Contribution Agreement:
Column Financial, Inc – Funding LLC as Initial
Subordinate Participant, relating to One IBM Plaza, Chicago Illinois.
Obligations under the Amended and Restated Participation and Servicing
Agreement, dated as of May 7, 2003, between Column Financial, Inc ., as Initial
Participation A-1 Holder, CDC Mortgage Capital Inc., as Initial Participation
A-2A Holder and Initial Participation A-2B Holder, and CDC Holding Trust, as
Initial Participation
_____________
dt 1416647
;
|
Lehman Brothers
As referenced in this Contribution Agreement:
Lehman Brothers Holdings Inc – Investors, LLC and CDC Mortgage Capital Inc. (as predecessor in
interest to NorthStar Funding LLC).
Obligations under the Mezzanine Loan Agreement, dated as of May 28, 2003, by and
between Lehman Brothers Holdings Inc . (as predecessor in interest to NorthStar
Funding LLC) and 330 N. Wabash Mezzanine, L.L.C.
Obligations under the Loan and Security Agreement, dated as of December 31,
2003,
_____________
Lehman Brothers Holdings
Inc – Senior Lender, and NorthStar Funding LLC,
as Mezzanine Lender.
Obligations under the Intercreditor Agreement, dated as of May 28, 2003, by and
between Lehman Brothers FSB, as Senior Lender, and Lehman Brothers Holdings
Inc ., doing business as Lehman Capital, a division of Lehman Brothers Holdings
Inc. (as predecessor in interest to NorthStar Funding LLC).
Obligations under the Intercreditor Agreement, dated as of December
_____________
Lehman Brothers Holdings
Inc – Intercreditor Agreement, dated as of May 28, 2003, by and
between Lehman Brothers FSB, as Senior Lender, and Lehman Brothers Holdings
Inc., doing business as Lehman Capital, a division of Lehman Brothers Holdings
Inc . (as predecessor in interest to NorthStar Funding LLC).
Obligations under the Intercreditor Agreement, dated as of December 31, 2003,
between Wachovia Bank, National Association, as Mortgage Lender, NorthStar
Funding
_____________
Lehman Brothers Holdings Inc – NorthStar Funding LLC as
Initial Subordinate Participant, relating to Max Capital Portfolio, New York,
New York.
Obligation under the Participation Agreement, dated as of December 19, 2002, by
and among Lehman Brothers Holdings Inc ., as Lender and Tranche B Holder,
NorthStar Funding LLC, as Participant, and Lehman ALI Inc., as Agent, relating
to Douglas Entrance, Coral Gables, Florida.
Obligations under the Participation Agreement,
_____________
dt 1400118
;
Wachovia Bank
As referenced in this Contribution Agreement:
Wachovia Bank, Na – 31,
2003, between 450 Partners Mezz I LLC and NorthStar Funding LLC.
Obligations under the Mezzanine Servicing Agreement, dated as of December 31,
2003, between North Star Funding LLC and Wachovia Bank, Na tional Association,
relating to the
-15-
mezzanine loan to 450 Partners Mezz I LLC.
Liabilities shown on the financial statements of ALGM I LLC, ALGM I Owners LLC,
1552 Lonsdale
_____________
Wachovia Bank, Na – as Lehman Capital, a division of Lehman Brothers Holdings
Inc. (as predecessor in interest to NorthStar Funding LLC).
Obligations under the Intercreditor Agreement, dated as of December 31, 2003,
between Wachovia Bank, Na tional Association, as Mortgage Lender, NorthStar
Funding LLC, as First Mezzanine Lender, Arbor Realty Funding LLC, as Second
Mezzanine Lender, Arbor Realty Funding LLC, as Third Mezzanine Lender and 450
_____________
Wachovia Bank, Na – LLC, as Third Mezzanine Lender and 450
Mezz Lender LLC, as Fourth Mezzanine Lender.
Obligations under the Participation and Servicing Agreement, dated as of July 6,
2002, by and between Wachovia Bank, Na tional Association, as Senior Participant,
and NorthStar Funding LLC, as Junior Participant, relating to Alhambra Plaza,
Coral Gables, Florida.
Obligations under the Sub-Participation Agreement, dated as of November 6,
_____________
dt 1387234
|
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Full Doc
| 2005 |
Contribution Agreement
Contribution Agreement (223K)
Doc #1558910: Click preview link for longer preview.
CONTRIBUTION AGREEMENT
BY AND AMONG
EDUCATION REALTY OPERATING PARTNERSHIP, LP
PLACE PROPERTIES, L.P.
AND
PLACE MEZZ BORROWER, LLC
September 14, 2005
1
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of the 14th day of
September, 2005, by and among EDUCATION REALTY OPERATING PARTNERSHIP, LP, a Delaware limited
partnership (hereinafter referred to as “Transferee”), PLACE PROPERTIES, L.P., a Tennessee limited
partnership (formerly known as Place Collegiate Properties, L.P.) (“Place”), . . .
1558910
|
Greenwich
As referenced in this Contribution Agreement:
Greenwich Capital Financial Products, Inc – Property Owners in the original principal amount of $98,660,000.00, as more
particularly described in Schedule 8.1.13 attached hereto.
1.6. “Assumption Lender” means Greenwich Capital Financial Products, Inc ., and its successors
and assigns.
1.7. “Closing” means the consummation of the transaction contemplated by this Agreement by the
deliveries required under Article 12 hereof.
1.
_____________
Greenwich Capital Financial Products, Inc – described in Section 10.17 of this Agreement.
1.25. “Master Tenant” is defined in Section 10.17 of this Agreement.
1.26. “Mezzanine Lender” means Greenwich Capital Financial Products, Inc ., and its successors
and assigns.
1.27. “Mezzanine Loan” means that certain loan made by the Mezzanine Lender to Mezz in the
original principal amount of $21,
_____________
dt 1560906
;
|
UBS Securities
As referenced in this Contribution Agreement:
UBS Securities LLC – for the payment of any
broker’s fee, finder’s fee, commission or other similar compensation, and (b) Transferee hereby
represents and warrants to Transferors that, other than UBS Securities LLC (“UBS”), Transferee’s
mergers and acquisitions advisor, Transferee has not incurred, and shall not incur, any obligation
to any third party for the payment of any
_____________
dt 1420762
;
Smith Gambrell
As referenced in this Contribution Agreement:
Smith, Gambrell – 9532
To Transferors:
Place Properties, LP
3445 Peachtree Road, N.E.
Suite 1400
Attention: Cecil Phillips
Telephone No.: (404) 495-7521
Fax No.: (404) 495-7523
With a copy to:
Smith, Gambrell & Russell, LLP
Suite 3100, Promenade II
1230 Peachtree Street, N.E.
Atlanta, GA 30309-3592
Attention: Malcolm D. Young, Jr.
Telephone No.: (404) 815-3774
Fax No.: (404)
_____________
Smith, Gambrell – to Licensor:
Place Properties, L.P.
Two Live Oak, Suite 1400
3445 Peachtree Road, NE
Atlanta, Georgia 30326
Attn: Cecil M. Phillips
with a copy to:
Malcolm D. Young, Jr.
Smith, Gambrell & Russell, LLP
Suite 3100, Promenade II
1230 Peachtree Street, NE
Atlanta, Georgia 30309-3592
If to Licensee:
Education Realty Operating Partnership, L.P.
530 Oak Court Drive, Suite
_____________
Smith, Gambrell – Properties, LP
Place Mezz Borrower, LLC
3445 Peachtree Road, N.E.
Suite 1400
Attention: Cecil Phillips
Telephone No.: (404) 495-7521
Fax No.: (404) 495-7523
With a copy to:
Smith, Gambrell & Russell, LLP
Suite 3100, Promenade II
1230 Peachtree Street, N.E.
Atlanta, GA 30309-3592
Attention: Malcolm D. Young, Jr.
Telephone No.: (404) 815-3774
Fax No.: (404)
_____________
dt 1419654
|
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Full Doc
| 2001 |
Credit Agreement [Amended and Restated No. 5]
Credit Agreement [Amended and Restated No. 5] (281K)
Doc #292731: Click preview link for longer preview.
FIFTH AMENDED AND RESTATED
CREDIT AGREEMENT
BY AND AMONG
NEW CENTURY MORTGAGE
CORPORATION,
NC CAPITAL CORPORATION,
THE LENDERS FROM TIME TO TIME
PARTY THERETO,
AND
U.S. BANK NATIONAL ASSOCIATION
DATED AS OF MAY 23, 2001
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
{S} {C} {C} {C}
SECTION I. DEFINITIONS AND ACCOUNTING TERMS....................................................1
1.01 Certain Defined Terms............................................................1
1.02 Accounting Terms................................................................14
1.03 Computation of Time Periods.....................................................15
1.04 Other Definitional Terms........................................................15
SECTION II. THE CREDIT FACILITIES.............................................................15
2.01 The Warehousing Facility and the Swingline Facility.............................15
2.02 Interest on the Note; Balances Deficiency Fees; Continuations and Conversions...20
2.03 Payments and Computations.......................................................22
2.04 Setoff..........................................................................22
2.05 Increased Capital Requirements..................................................23
2.06 Provisions Relating to Eurodollar Advances and Balance Funded Rate Advances.....23
SECTION III. REPRESENTATIONS AND WARRANTIES...................................................25
3.01 Formation; Powers; Good Standing; Subsidiaries; Agency Status...................25
3.02 Authorization; No Conflict; Governmental Consents; Binding Effect...............25
3.03 Financial Condition.............................................................26
3.04 Title to Property; Liens........................................................27
3.05 Litigation; Adverse Facts.......................................................27
3.06 Other Agreements; Performance...................................................27
3.07 Use of Proceeds.................................................................28
3.08 Taxes...........................................................................28
3.09 ERISA...........................................................................28
3.10 Governmental Regulation.........................................................28
3.11 Indebtedness....................................................................28
3.12 No Material Adverse Event.......................................................29
3.13 Licenses and Permits............................................................29
3.14 Guarantees......................................................................29
3.15 Accuracy and Completeness of Information........................................29
SECTION IV. COVENANTS OF THE BORROWERS........................................................29
4.01 Financial Statements and Other Reports..........................................29
4.02 Corporate Existence.............................................................33
4.03 Compliance with Laws, Taxes, etc................................................33
4.04 ERISA...........................................................................33
4.05 Assets and Insurance............................................................33
4.06 Inspection, Visitation, etc.....................................................34
4.07 Further Assurances..............................................................34
i
{PAGE}
4.08 Indebtedness....................................................................34
4.09 Liens...........................................................................35
4.10 Investments.....................................................................36
4.11 Guarantees......................................................................37
4.12 Restriction on Fundamental Changes..............................................37
4.13 Restricted Payments.............................................................38
4.14 Net Worth.......................................................................38
4.15 Minimum Liquidity...............................................................39
4.16 Leverage Ratio..................................................................39
4.17 Subsidiaries....................................................................39
4.18 Affiliate Transactions..........................................................39
4.19 Escrow Imbalances...............................................................39
4.20 Inconsistent Agreements.........................................................39
4.21 Closing Procedures..............................................................40
4.22 Underwriting....................................................................40
4.23 Independence of Covenants.......................................................40
SECTION V. CONDITIONS PRECEDENT...............................................................40
5.01 Conditions Precedent to Effectiveness...........................................40
5.02 Conditions Precedent to all Loans...............................................42
SECTION VI. EVENTS OF DEFAULT; REMEDIES.......................................................43
6.01 Events of Default...............................................................43
6.02 Remedies........................................................................45
SECTION VII. THE AGENT........................................................................45
7.01 Appointment and Authorization...................................................45
7.02 Note Holders....................................................................45
7.03 Consultation With Counsel.......................................................45
7.04 Documents.......................................................................46
7.05 Agent and Affiliates............................................................46
7.06 Action by Agent.................................................................46
7.07 Credit Analysis.................................................................46
7.08 Notices of Event of Default, etc................................................46
7.09 Indemnification.................................................................47
7.10 Payments........................................................................47
7.11 Sharing of Payments.............................................................48
7.12 Successor Agent.................................................................48
7.13 Inspection......................................................................49
7.14 Notice of New Investors.........................................................49
SECTION VIII. MISCELLANEOUS...................................................................49
8.01 Waiver..........................................................................49
ii
{PAGE}
8.02 Notices.........................................................................49
8.03 Expenses; Indemnification.......................................................49
8.04 Confidentiality.................................................................50
8.05 Releases, Amendments, Waivers, Consents and Exercise of Remedies................50
8.06 Binding Effect; Assignments and Participations; Transferees; New Lenders;
Commitment Increases............................................................51
8.07 Governing Law and Construction..................................................52
8.08 Consent to Jurisdiction.........................................................52
8.09 Waiver of Jury Trial............................................................53
8.10 Survival of Agreement...........................................................53
8.11 Captions........................................................................53
8.12 Entire Agreement................................................................53
8.13 Counterparts....................................................................53
8.14 Borrowers Acknowledgments.......................................................53
8.15 Exiting Lenders.................................................................54
8.16 Amendments, Waivers and Modification Fees.......................................54
8.17 Joint and Several Obligations. ................................................54
{/TABLE}
iii
{PAGE}
FIFTH AMENDED AND RESTATED
CREDIT AGREEMENT
FIFTH AMENDED and RESTATED CREDIT AGREEMENT dated as of May 23, 2001 by
and among NEW CENTURY MORTGAGE CORPORATION, a California corporation ("NCMC" or
"Borrower"), NC CAPITAL CORPORATION, a California corporation ("NCCC" or
"Borrower" and together with NCMC, the "Borrowers"), the lenders from time to
time party hereto (each a "Lender" and collectively, the "Lenders"), and U.S.
BANK NATIONAL ASSOCIATION, as agent for the Lenders (in such capacity, together
with any successor agents appointed hereunder, the "Agent").
WHEREAS, the Borrowers, the Existing Lenders, which include certain of the
Lenders, and the Agent are parties to that certain Fourth Amended and Restated
Credit Agreement dated as of May 26, 1999 (as amended, the "Existing Credit
Agreement") pursuant to which the Existing Lenders provided NCMC with a
revolving mortgage warehousing credit facility and USBNA (defined below)
provided NCMC with a swingline facility and working capital credit facility; and
WHEREAS, the Borrowers have requested that the Lenders and the Agent amend
certain provisions of and restate the Existing Credit Agreement, and that
certain of the Existing Lenders party to the Existing Credit Agreement cease to
be parties to the Agreement;
Accordingly, the parties hereto hereby agree as follows:
SECTION I. DEFINITIONS AND ACCOUNTING TERMS.
1.01 CERTAIN DEFINED TERMS. As used herein, the terms defined in the
introductory paragraphs hereof shall have the meanings given them therein and
the following terms shall have the following respective meanings (such terms to
be equally applicable to both the singular and plural forms of the terms
defined):
"ADJUSTED EURODOLLAR RATE": on any date of determination, the rate
(rounded upward, if necessary, to the next higher one hundredth of one
percent) determined by dividing the Eurodollar Rate for such date by 1.00
MINUS the Eurodollar Reserve Percentage.
"ADJUSTED LEVERAGE RATIO": on any date of determination, the ratio
of (a) Total Liabilities to (b) Adjusted Tangible Net Worth.
"ADJUSTED TANGIBLE NET WORTH": on any date of determination, the
Tangible Net Worth of NCFC MINUS 25% of the amount by which the book value
of Junior Securitization Interests included in calculating Tangible Net
Worth exceeds Indebtedness of the type described in Section 4.08(d).
"ADVANCE": (a) a Prime Rate Advance, (b) a Balance Funded Rate
Advance, or (c) a Eurodollar Advance.
{PAGE}
"AFFILIATE": with respect to any Person, any other Person directly
or indirectly controlling, controlled by, or under common control with,
such Person, whether through the ownership of voting securities, by
contract or otherwise.
"AGREEMENT": this Fifth Amended and Restated Credit Agreement, as
amended, supplemented, restated or otherwise modified and in effect from
time to time.
"APPLICABLE MARGIN": with respect to:
(a) Prime Rate Advances, 0%; and
(b) Eurodollar Advances, 1.625%.
"BALANCE CALCULATION PERIOD": each calendar quarter after the
Effective Date to and including the later of the date on which the Notes
shall be paid in full or the Termination Date, except that the first
Balance Calculation Period shall commence on the Effective Date and the
last Balance Calculation Period shall end on the later of the date on
which the Notes shall have been paid in full or the Termination Date.
"BALANCE FUNDED RATE ADVANCE": an outstanding Loan that bears
interest as provided in Section 2.02(a)(i).
"BALANCES DEFICIENCY": as defined in Section 2.02(a)(i).
"BALANCES DEFICIENCY FEE": as defined in Section 2.02(a)(i).
"BALANCES SURPLUS": as defined in Section 2.02(a)(i).
"BORROWERS": NCMC and NCCC.
"BORROWING BASE": on any date of determination, an amount equal to
100% of the Warehousing Collateral Value of the Collateral, as determined
by the Agent from its records.
"BORROWING DATE": the Business Day specified by NCMC in a
Confirmation of Borrowing/Paydown/Conversion as the date on which it
requests the Lenders to make Warehousing Loans or USBNA to make a
Swingline Loan.
"BUSINESS DAY": any day of the year other than a Saturday, Sunday or
other day on which commercial banks in Minneapolis, Minnesota are required
or authorized to close.
"CASH": all cash and cash equivalents, as shown on a consolidated
balance sheet of any Borrower prepared in accordance with GAAP, including,
without limitation, all deposit accounts of such Borrower with any Lender
or any other financial institution.
-2-
{PAGE}
"CHANGE OF CONTROL": the occurrence, after the Signing Date, of any
of the following circumstances: (a) NCFC not owning, directly or
indirectly, all of the issued and outstanding capital stock of NCMC; or
(b) any Person, or two or more Persons acting in concert, other than the
Management Shareholders, acquiring beneficial ownership (within the
meaning of Rule 13d-3 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended), directly or indirectly, of
securities of NCFC (or other securities convertible into such securities)
representing 35% or more of the combined voting power of all securities of
NCFC entitled to vote in the election of directors; (c) any Person, or two
or more Persons acting in concert, other than the Management Shareholders,
acquiring by contract or otherwise, or entering into a contract or
arrangement which upon consummation will result in its or their
acquisition of, control over securities of NCFC (or other securities
convertible into such securities) representing 35% or more of the combined
voting power of all securities of NCFC entitled to vote in the election of
directors; or (d) Robert Cole ceasing to be Chairman and Chief Executive
Officer of NCFC.
"CODE": the Internal Revenue Code of 1986, together with all
amendments from time to time thereto.
"COLLATERAL": as defined in the Pledge and Security Agreement, and
as defined in the Servicing Security Agreement.
"COLLATERAL ACCOUNT": account number 1731-0097-1378 of NCMC with
the Agent.
"COMMITMENT": as to any Lender, the obligation of such Lender to
make Loans pursuant to Section 2.01(a).
"COMMITMENT AMOUNT": as to any Lender, the amount set opposite such
Lender's name as its "Commitment" in Schedule 1.01(b), as the same may be
(i) reduced pursuant to Section 2.01(g), (ii) changed as the result of an
assignment pursuant to Section 8.06(a) or (iii) increased pursuant to
Section 8.06(b).
"COMPANY SECURITIZATION TRANSACTION": an issuance of Mortgage-backed
Securities by either Borrower, or by SBRC, Paine Webber, or any other
registered broker-dealer acceptable to the Agent in its sole discretion,
or an Affiliate of any of them, on behalf of either Borrower, through a
trust or other entity created by either Borrower, SBRC, Paine Webber or
any other registered broker-dealer acceptable to the Agent in its sole
discretion, which Mortgage-backed Securities are either secured (in whole
or in part) by Mortgage Loans originated or acquired by such Borrower or
evidence the entire beneficial ownership interest therein, and in
connection with which one or more Junior Securitization Interests are
issued to such Borrower or an Affiliate of such Borrower.
"COMPLIANCE/BORROWING BASE CERTIFICATE": a certificate in the form
of Exhibit A.
"CONFIRMATION OF BORROWING/PAYDOWN/CONVERSION": a confirmation in
292731
|
Greenwich
As referenced in this Credit Agreement [Amended and Restated No. 5]:
Greenwich Capital Financial Products, – any date of determination.
"GINNIE MAE": the Government National Mortgage Association, an
agency of the United States government, and any successor thereto.
"GREENWICH": Greenwich Capital Financial Products, Inc.
"GUARANTEE": any obligation, contingent or otherwise, of any Person
guaranteeing or having the economic effect of guaranteeing any
Indebtedness of any
_____________
dt 244491
;
Fannie Mae
As referenced in this Credit Agreement [Amended and Restated No. 5]:
FANNIE MAE – respect to Washington Mutual Bank, FA, formerly known as Bank United, the
outstanding Warehousing Loans made by that Exiting Lender under this
Agreement.
"FANNIE MAE ": Fannie Mae, a corporation created under the laws of
the United States, and any successor thereto.
"FAIR MARKET VALUE": as defined in
_____________
Fannie Mae – Washington Mutual Bank, FA, formerly known as Bank United, the
outstanding Warehousing Loans made by that Exiting Lender under this
Agreement.
"FANNIE MAE": Fannie Mae , a corporation created under the laws of
the United States, and any successor thereto.
"FAIR MARKET VALUE": as defined in Exhibit E.
-
_____________
Fannie Mae – pool of
Mortgage Loans or is secured by such an interest.
"MORTGAGE BANKER'S FINANCIAL REPORTING FORM": Form Number 1002-1055
of the Fannie Mae Seller's Guide.
"MORTGAGE LOAN": a Mortgage Note and the related Mortgage.
"MORTGAGE NOTE": a promissory note which has a term not
_____________
dt 252332
;
Chase Manhattan
As referenced in this Credit Agreement [Amended and Restated No. 5]:
Chase Manhattan Bank, – OF DEFAULT": as defined in Section 6.01.
"EXISTING LENDERS": USBNA, Guaranty Bank, formerly known as Guaranty
Federal Bank, F.S.B., The Chase Manhattan Bank, successor-by-merger to
Chase Bank of Texas, N.A., Residential Funding Corporation, Washington
Mutual Bank, FA, formerly known as Bank United,
_____________
Chase Manhattan
Bank, – FA, formerly known as Bank United, and Union Bank of
California, N.A.
"EXIT DATE": the Effective Date in the case of The Chase Manhattan
Bank, successor-by-merger to Chase Bank of Texas, N.A., and Union Bank of
California, N.A., and July 31, 2001, in
_____________
Chase Manhattan Bank, – California, N.A., and July 31, 2001, in the case of Washington Mutual
Bank, FA, formerly known as Bank United.
"EXITING LENDERS": The Chase Manhattan Bank, successor-by-merger to
Chase Bank of Texas, N.A., Union Bank of California, N.A. and, effective
July 31, 2001, Washington
_____________
Chase Manhattan Bank, – 31, 2001, Washington Mutual Bank, FA, formerly known as Bank United.
"EXISTING WAREHOUSING LOANS": as of the Exit Date, with respect to
The Chase Manhattan Bank, successor-by-merger to Chase Bank of Texas,
N.A., and Union Bank of California, N.A., the outstanding "Warehousing
Loans" (as
_____________
dt 245563
;
|
Freddie Mac
As referenced in this Credit Agreement [Amended and Restated No. 5]:
"FREDDIE MAC" – such purpose.
"FIXED RATE": as defined in Section 2.02(a)(i).
"FLOATING RATE ADVANCE": a Prime Rate Advance or a Eurodollar
Advance.
"FREDDIE MAC" : Freddie Mac, a corporation created under the laws of
the United States, and any successor thereto.
"GAAP": generally accepted accounting principles in
_____________
Freddie Mac, – FIXED RATE": as defined in Section 2.02(a)(i).
"FLOATING RATE ADVANCE": a Prime Rate Advance or a Eurodollar
Advance.
"FREDDIE MAC": Freddie Mac, a corporation created under the laws of
the United States, and any successor thereto.
"GAAP": generally accepted accounting principles in the United
_____________
dt 257486
;
More... |
Preview
Full Doc
| 2001 |
Custodial Agreement
Custodial Agreement (66K)
Doc #867295: Click preview link for longer preview.
WHOLE LOAN CUSTODIAL AGREEMENT
CUSTODIAL AGREEMENT
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
600 Steamboat Road
Greenwich, Connecticut 06830
Purchaser
E-Loan, Inc
5875 Arnold Road
Dublin, CA 94568
Seller
and
Bankers . . .
867295
|
Greenwich
As referenced in this Custodial Agreement:
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC – 5
<SEQUENCE>6
<FILENAME>c20432ex10-5.txt
<DESCRIPTION>WHOLE LOAN CUSTODIAL AGREEMENT
<TEXT>
Exhibit 10.5
WHOLE LOAN CUSTODIAL AGREEMENT
CUSTODIAL AGREEMENT
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC .
600 Steamboat Road
Greenwich, Connecticut 06830
Purchaser
E-Loan, Inc
5875 Arnold Road
Dublin, CA 94568
Seller
and
Bankers Trust Company of California, N.A.
1761 East St. Andrew
_____________
GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC – lt;PAGE>
Exhibit 10.5
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT ("Agreement"), dated as of the date
set forth on the cover page hereof, is entered into by and among GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC . ("Purchaser"), Bankers Trust Company of
California, N.A., as custodian ("Custodian"), and E-Loan, Inc., as seller
("Seller").
PRELIMINARY STATEMENT
Purchaser has agreed to purchase from Seller, from time
_____________
Greenwich Capital Financial Products,
Inc – providing the terms of Cash. Window Transactions
or Conduit Transactions.
"Purchase Date": With respect to a Mortgage Loan, the
date on which Purchaser purchases such Mortgage Loan from
Seller.
"Purchaser": Greenwich Capital Financial Products,
Inc . and its successors.
"Purchaser's Payment": The amount set forth on the
Request for Certification in the "RELEASE PAYMENT" column.
"Purchase Price": With respect to each Mortgage
Loan purchased
_____________
dt 1318014
;
Fannie Mae
As referenced in this Custodial Agreement:
FNMA – 20. CERTIFICATION.................................................15
Section 21. CONSTRUCTION..................................................15
-2-
<PAGE>
Exhibit 10.5
Exhibit A-1 Cash Window Submission Package
Exhibit A-2 FHLMC Document List
Exhibit A-3 FNMA Document List
Exhibit A-4 FNMA Master Bailee Letter
Exhibit B-1 Conduit Submission Package
Exhibit B-2 Master Bailee Letter
Exhibit C Request for Certification
Exhibit D Trust
_____________
FNMA – 15
-2-
<PAGE>
Exhibit 10.5
Exhibit A-1 Cash Window Submission Package
Exhibit A-2 FHLMC Document List
Exhibit A-3 FNMA Document List
Exhibit A-4 FNMA Master Bailee Letter
Exhibit B-1 Conduit Submission Package
Exhibit B-2 Master Bailee Letter
Exhibit C Request for Certification
Exhibit D Trust Receipt
Exhibit D-1 Notice of
_____________
FNMA – the terms and conditions hereof.
The parties hereto agree as follows:
A Section 1. DEFINITIONS.
As used in this Agreement, the following terms shall have the
following meanings:
"Agency": FHLMC, FNMA or GNMA, as applicable.
"Applicable Agency Documents": The documents listed
on Exhibit A-2, Exhibit A-3 or those documents listed on
Exhibit B-1 as shall apply to
_____________
FNMA – or equivalent instrument
sufficient under the laws of the jurisdiction wherein the
related Mortgaged Property is located to reflect of record the
sale of a Mortgage Loan.
"Bailee Letter": A FNMA Bailee Letter or a Conduit
Bailee Letter, as applicable.
-4-
<PAGE>
Exhibit 10.5
"Business Day": Any day other than (a) a Saturday,
Sunday or other day
_____________
FNMA – be delivered by Seller to
Custodian in connection with each Cash Window Transaction.
"Cash Window Transaction": A transaction initiated by
Purchaser's delivery of a Request for Certification which
identifies FNMA or FHLMC as the Takeout Investor.
"Commitment": A commitment executed by Takeout
Investor and Seller evidencing Takeout Investor's agreement to
purchase one or more Mortgage Loans from Seller
_____________
dt 1607820
;
|
Chase Manhattan
As referenced in this Custodial Agreement:
Chase Manhattan Bank, – Takeout
Investor setting forth the requirements Mortgage Loans must
satisfy in order to be eligible for purchase by such Takeout
Investor as amended or supplemented from time to time.
"Assignee": Chase Manhattan Bank, as agent for
certain beneficiaries pursuant to certain Repurchase
Transaction Tri-Party Custody Agreements with Purchaser.
"Assignment of Mortgage": An assignment of the
Mortgage, notice of transfer or equivalent
_____________
dt 1425996
;
E-LOAN
As referenced in this Custodial Agreement:
E-Loan, Inc – DESCRIPTION>WHOLE LOAN CUSTODIAL AGREEMENT
<TEXT>
Exhibit 10.5
WHOLE LOAN CUSTODIAL AGREEMENT
CUSTODIAL AGREEMENT
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
600 Steamboat Road
Greenwich, Connecticut 06830
Purchaser
E-Loan, Inc
5875 Arnold Road
Dublin, CA 94568
Seller
and
Bankers Trust Company of California, N.A.
1761 East St. Andrew Place
Santa Ana, California 92705
Custodian
DATED: June 29, 2000
&
_____________
E-Loan, Inc – set forth on the cover page hereof, is entered into by and among GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC. ("Purchaser"), Bankers Trust Company of
California, N.A., as custodian ("Custodian"), and E-Loan, Inc ., as seller
("Seller").
PRELIMINARY STATEMENT
Purchaser has agreed to purchase from Seller, from time to
time, at its sole election, certain mortgage loans pursuant to the terms and
conditions
_____________
dt 1352679
|
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CUSTODIAL AGREEMENT
CUSTODIAL AGREEMENT (this "Custodial Agreement") dated as of February 15,
2005, made by and among:
(i) MORTGAGEIT, INC., a New York corporation and MORTGAGEIT HOLDINGS,
INC. a Maryland corporation (each, a "Borrower" and collectively,
the "Borrower" or the "Borrowers");
(ii) DEUTSCHE BANK TRUST COMPANY AMERICAS, as custodian for the Lender
(in such capacity, the "Custodian"); and
(iii) GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware
. . .
1455708
|
Greenwich
As referenced in this Custodial Agreement:
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC – Maryland corporation (each, a "Borrower" and collectively,
the "Borrower" or the "Borrowers");
(ii) DEUTSCHE BANK TRUST COMPANY AMERICAS, as custodian for the Lender
(in such capacity, the "Custodian"); and
(iii) GREENWICH CAPITAL FINANCIAL PRODUCTS, INC ., a Delaware
corporation (the "Lender").
RECITALS
The Borrower and the Lender are parties to the Master Loan and Security
Agreement, dated as of the date hereof (as amended, supplemented
_____________
Greenwich Capital Financial Products, Inc – and
Custodian Loan Transmission to JP Morgan Chase Bank at Four New York Plaza,
Ground Floor, Outsourcing Department, New York, New York 10004, Attention:
Jennifer John for the account of Greenwich Capital Financial Products, Inc .
(telephone number (212) 623-5953) each Funding Date, or day that mortgage files
are released following any sale of the related Mortgage Loan, by overnight
delivery using a nationally
_____________
Greenwich Capital Financial Products, Inc – of the Lender entitled "Disbursement
Account, Deutsche Bank Trust Company Americas, as Custodian under the Custodial
Agreement dated as of February 15, 2005 among MortgageIT, Inc., MortgageIT
Holding, Inc. and Greenwich Capital Financial Products, Inc ., for the benefit of
Greenwich Capital Financial Products, Inc., Account Number 44599." All amounts
remitted on account of Advances made by the Lender to the Borrower, which the
Borrower
_____________
Greenwich Capital Financial Products, Inc – Company Americas, as Custodian under the Custodial
Agreement dated as of February 15, 2005 among MortgageIT, Inc., MortgageIT
Holding, Inc. and Greenwich Capital Financial Products, Inc., for the benefit of
Greenwich Capital Financial Products, Inc ., Account Number 44599." All amounts
remitted on account of Advances made by the Lender to the Borrower, which the
Borrower requests the Lender to remit to the Custodian, shall
_____________
Greenwich Capital Financial Products, Inc – the
Disbursement Account related to Rescissions or other unfunded Mortgage Loans and
forward such amounts to the following account maintained by the Lender: JP
Morgan Chase Bank, New York, for Greenwich Capital Financial Products, Inc ., ABA
# 021-000-021, Account # 140-0-95961, Attn: ABO. The Lender hereby agrees to
wire to the Borrower on such Business Day all amounts received by the Lender
_____________
dt 1318034
;
|
BNY
As referenced in this Custodial Agreement:
Bank of New
York, – in the Loan
Agreement.
"Business Day" shall mean any day other than (i) a Saturday or Sunday, (ii)
a day on which the New York Stock Exchange, the Federal Reserve Bank of New
York, the Custodian or banking and savings and loan institutions in the State of
New York, Connecticut or California or the City of New York or the city or state
_____________
dt 1588283
;
DB Trust
As referenced in this Custodial Agreement:
DEUTSCHE BANK TRUST CO – 2005, made by and among:
(i) MORTGAGEIT, INC., a New York corporation and MORTGAGEIT HOLDINGS,
INC. a Maryland corporation (each, a "Borrower" and collectively,
the "Borrower" or the "Borrowers");
(ii) DEUTSCHE BANK TRUST CO MPANY AMERICAS, as custodian for the Lender
(in such capacity, the "Custodian"); and
(iii) GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware
corporation (the "Lender").
RECITALS
The Borrower and the Lender
_____________
Deutsche Bank Trust Co – such documents in trust for Lender.
8
(d) The Custodian shall establish and maintain a disbursement account (the
"Disbursement Account") for and on behalf of the Lender entitled "Disbursement
Account, Deutsche Bank Trust Co mpany Americas, as Custodian under the Custodial
Agreement dated as of February 15, 2005 among MortgageIT, Inc., MortgageIT
Holding, Inc. and Greenwich Capital Financial Products, Inc., for the benefit of
_____________
Deutsche Bank Trust Co – Mortgage Loan.
(g) In connection with the funding of any Wet Loans, the Borrower shall
establish an Operating Account ("the Operating Account") with the Custodian to
be designated "Operating Account, Deutsche Bank Trust Co mpany Americas, as
Custodian under the Custodial Agreement dated as of February 15, 2005 among
MortgageIT, Inc., MortgageIT Holding, Inc. and Greenwich Capital Financial
Products, Inc., for the benefit of
_____________
DEUTSCHE BANK TRUST CO – York 10038
Attention: Chief Operating Officer
By: /s/ JOHN R. CUTI Telecopier No.: (212) 651-4691
----------------------------------- Telephone No.: (212) 651-4680
Name: John R. Cuti
Title: General Counsel and Secretary
DEUTSCHE BANK TRUST CO MPANY AMERICAS, Address for Notices for the Custodian:
as Custodian
1761 East St. Andrew Place
By: /s/ CHRISTOPHER CORCORAN Santa Ana, California 92705
----------------------------------- Attention: Mortgage Custody/Greenwich
Name: Christopher Corcoran
_____________
Deutsche Bank Trust Co – Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
Attn: _________________
Re: Custodial Agreement, dated as of February 15, 2005 (the "Custodial
Agreement"), among MortgageIT, Inc. and MortgageIT Holdings, Inc. as
Borrower, Deutsche Bank Trust Co mpany Americas, as Custodian, and
Greenwich Capital Financial Products, Inc., as Lender.
Ladies and Gentlemen:
In accordance with the provisions of Section 3 of the above-referenced
Custodial Agreement (capitalized
_____________
dt 1391150
|
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CUSTODIAL AGREEMENT
CUSTODIAL AGREEMENT (this "Custodial Agreement") dated as of January 9,
2004, made by and among:
(i) NEW YORK MORTGAGE FUNDING, LLC, a New York limited
liability company (the "Borrower");
(ii) DEUTSCHE BANK TRUST COMPANY AMERICAS, as custodian
for the Lender (in such capacity, the "Custodian");
and
(iii) GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. . . .
1545875
|
Greenwich
As referenced in this Custodial Agreement:
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC – YORK MORTGAGE FUNDING, LLC, a New York limited
liability company (the "Borrower");
(ii) DEUTSCHE BANK TRUST COMPANY AMERICAS, as custodian
for the Lender (in such capacity, the "Custodian");
and
(iii) GREENWICH CAPITAL FINANCIAL PRODUCTS, INC ., a
Delaware corporation (the "Lender").
RECITALS
The Borrower and the Lender are parties to the Master Loan and Security
Agreement, dated as of the date hereof (as amended, supplemented
_____________
Greenwich Capital Financial Products, Inc – and
Custodian Loan Transmission to JP Morgan Chase Bank at Four New York Plaza,
Ground Floor, Outsourcing Department, New York, New York 10004, Attention:
Jennifer John for the account of Greenwich Capital Financial Products, Inc .
(telephone number (212) 623-5953) each Funding Date, or day that mortgage files
are released following any sale of the related Mortgage Loan, by overnight
delivery using a nationally
_____________
Greenwich Capital
Financial Products, Inc – Account, Deutsche Bank Trust Company Americas, as Custodian under
the Custodial Agreement dated as of January 9, 2004 among New York Mortgage
Funding, LLC, Deutsche Bank Trust Company Americas, and Greenwich Capital
Financial Products, Inc ., for Greenwich Capital Financial Products, Inc.,
Account Number 40033." All amounts remitted on account of Advances made by the
Lender to the Borrower, which the Borrower requests the
8
&
_____________
Greenwich Capital Financial Products, Inc – as Custodian under
the Custodial Agreement dated as of January 9, 2004 among New York Mortgage
Funding, LLC, Deutsche Bank Trust Company Americas, and Greenwich Capital
Financial Products, Inc., for Greenwich Capital Financial Products, Inc .,
Account Number 40033." All amounts remitted on account of Advances made by the
Lender to the Borrower, which the Borrower requests the
8
<PAGE>
Lender to remit
_____________
Greenwich Capital Financial Products, Inc – related to Rescissions or other unfunded Mortgage Loans
and forward such amounts to the following account maintained by the Lender:
JPMorgan Chase Bank, New
9
<PAGE>
York, for Greenwich Capital Financial Products, Inc ., ABA # 021-000-021, Account
# ______, Attn: ____/New York Mortgage. The Lender hereby agrees to wire to the
Borrower on such Business Day all amounts received by the
_____________
dt 1560899
;
BNY
As referenced in this Custodial Agreement:
Bank of New
York, – in the Loan
Agreement.
"Business Day" shall mean any day other than (i) a Saturday or Sunday,
(ii) a day on which the New York Stock Exchange, the Federal Reserve Bank of New
York, the Custodian or banking and savings and loan institutions in the State of
New York, Connecticut or California or the City of New York or the city or state
_____________
dt 1589270
;
|
DB Trust
As referenced in this Custodial Agreement:
DEUTSCHE BANK TRUST CO – CUSTODIAL AGREEMENT (this "Custodial Agreement") dated as of January 9,
2004, made by and among:
(i) NEW YORK MORTGAGE FUNDING, LLC, a New York limited
liability company (the "Borrower");
(ii) DEUTSCHE BANK TRUST CO MPANY AMERICAS, as custodian
for the Lender (in such capacity, the "Custodian");
and
(iii) GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a
Delaware corporation (the "Lender").
RECITALS
The Borrower and the Lender
_____________
Deutsche Bank Trust Co – hold such documents in trust for Lender.
(d) The Custodian shall establish and maintain a disbursement
account (the "Disbursement Account") for and on behalf of the Lender entitled
"Disbursement Account, Deutsche Bank Trust Co mpany Americas, as Custodian under
the Custodial Agreement dated as of January 9, 2004 among New York Mortgage
Funding, LLC, Deutsche Bank Trust Company Americas, and Greenwich Capital
Financial Products,
_____________
Deutsche Bank Trust Co – behalf of the Lender entitled
"Disbursement Account, Deutsche Bank Trust Company Americas, as Custodian under
the Custodial Agreement dated as of January 9, 2004 among New York Mortgage
Funding, LLC, Deutsche Bank Trust Co mpany Americas, and Greenwich Capital
Financial Products, Inc., for Greenwich Capital Financial Products, Inc.,
Account Number 40033." All amounts remitted on account of Advances made by the
Lender to the
_____________
Deutsche Bank Trust Co – with the funding of any Wet Loans, the Borrower
shall establish an Operating Account ("the Operating Account") with the
Custodian to be designated "New York Mortgage Operating Account, maintained by
Deutsche Bank Trust Co mpany Americas in trust for New York Mortgage, Account
Number 40034". With respect to any Wet Loan to be funded in the morning on any
Business Day (an "AM Funded
_____________
DEUTSCHE BANK TRUST CO – No.: (212) 634-6420
Telephone No.: (212) 634-9449
With a copy to:
Attention: Michael Wirth
Telecopier No.: (212) 634-9420
Telephone No.: (212) 634-2342
Telecopier No.:
Telephone No.:
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as Custodian
By: /s/ Aimee Kemmeter
___________________________________________
Name: Aimee Kemmeter
_________________________________________
Title: Assistant Vice President
________________________________________
By: Christopher Corcoran
___________________________________________
Name: Christopher Corcoran
_________________________________________
Title: Assistant Vice President
_____________
dt 1391233
;
JPMorgan Chase
As referenced in this Custodial Agreement:
JPMorgan Chase Bank, – time) then standing to the credit of
the Disbursement Account related to Rescissions or other unfunded Mortgage Loans
and forward such amounts to the following account maintained by the Lender:
JPMorgan Chase Bank, New
9
<PAGE>
York, for Greenwich Capital Financial Products, Inc., ABA # 021-000-021, Account
# ______, Attn: ____/New York Mortgage. The Lender hereby agrees to wire
_____________
dt 1407525
|
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GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
Owner
THE NEW YORK MORTGAGE CORPORATION L.L.C.,
Seller
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Custodian
------------------------
CUSTODIAL AGREEMENT
As of August 1, 2003
. . .
1545912
|
Greenwich
As referenced in this Custodial Agreement:
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC – gt;
<TYPE>EX-10.76
<SEQUENCE>25
<FILENAME>y92524a1exv10w76.txt
<DESCRIPTION>CUSTODIAL AGREEMENT
<TEXT>
<PAGE>
EXHIBIT 10.76
================================================================================
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC .,
Owner
THE NEW YORK MORTGAGE CORPORATION L.L.C.,
Seller
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Custodian
------------------------
CUSTODIAL AGREEMENT
As of August 1, 2003
------------------------
Adjustable Rate Mortgage Loans
================================================================================
<
_____________
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC – EXHIBIT 6 FORM OF NOTICE OF SALE
EXHIBIT 7 FORM OF LOST NOTE AFFIDAVIT
-iii-
<PAGE>
THIS CUSTODIAL AGREEMENT, dated as of August 1, 2003, by and
among GREENWICH CAPITAL FINANCIAL PRODUCTS, INC ., a Delaware corporation having
an address at 600 Steamboat Road, Greenwich, Connecticut 06830 (the "Owner"),
THE NEW YORK MORTGAGE CORPORATION L.L.C., a New York limited liability company
_____________
Greenwich Capital Financial Products, Inc – counsel, who may be
salaried counsel for the Person on behalf of whom the opinion is being given,
reasonably acceptable to each Person to whom such opinion is addressed.
Owner: Greenwich Capital Financial Products, Inc ., or its
successor in interest or assigns.
Periodic Rate Cap: With respect to any Interest Adjustment
Date, a number of percentage points per annum that is set forth in
_____________
GREENWICH CAPITAL FINANCIAL PRODUCTS,
INC – Seller, the Owner and the Custodian
have caused their names to be duly signed hereto by their respective officers
thereunto duly authorized, all as of the date first above written.
GREENWICH CAPITAL FINANCIAL PRODUCTS,
INC ., as Owner
By: /s/ Anthony Palmisano
-------------------------------------
Name: Anthony Palmisano
-----------------------------------
Title: Vice President
----------------------------------
THE NEW YORK MORTGAGE CORPORATION
L.L.C., Seller
By: /s/ Steven B. Schnall
-------------------------------------
Name: Steven B.
_____________
dt 1560900
;
Fannie Mae
As referenced in this Custodial Agreement:
FNMA – thereto.
Final Certification: A final certification as to each Mortgage
Loan, which Final Certification is delivered to the Owner by the Custodian in
the form annexed hereto as Exhibit 2.
FNMA : Fannie Mae, formerly known as Federal National Mortgage
Association or any successor thereto.
Gross Margin: The fixed percentage amount set forth in the
related Mortgage Note which amount is
_____________
Fannie Mae – Final Certification: A final certification as to each Mortgage
Loan, which Final Certification is delivered to the Owner by the Custodian in
the form annexed hereto as Exhibit 2.
FNMA: Fannie Mae , formerly known as Federal National Mortgage
Association or any successor thereto.
Gross Margin: The fixed percentage amount set forth in the
related Mortgage Note which amount is added to
_____________
Federal National Mortgage
Association – as to each Mortgage
Loan, which Final Certification is delivered to the Owner by the Custodian in
the form annexed hereto as Exhibit 2.
FNMA: Fannie Mae, formerly known as Federal National Mortgage
Association or any successor thereto.
Gross Margin: The fixed percentage amount set forth in the
related Mortgage Note which amount is added to the Index in accordance with the
terms
_____________
FNMA – guaranty insurance issued by a Qualified Insurer.
-4-
<PAGE>
Primary Insurance Policy: A policy of primary mortgage
guaranty insurance.
Qualified Insurer: Any insurer which meets the requirements of
FNMA and FHLMC.
Servicer: Shall have the meaning set forth in Section 7
hereof.
Trust Receipt and Initial Certification: A trust receipt and
initial certification as to each Mortgage Loan,
_____________
FNMA – that
an original lender's title insurance policy has not
yet been issued) in the form of an ALTA mortgage
title insurance policy, containing each of the
endorsements required by FNMA and insuring the Owner
and its successors and assigns as to the first
priority lien of the Mortgage in the original
principal amount of the Mortgage Loan;
(i) original
_____________
dt 1438902
;
|
DB Trust
As referenced in this Custodial Agreement:
DEUTSCHE BANK TRUST CO – lt;DESCRIPTION>CUSTODIAL AGREEMENT
<TEXT>
<PAGE>
EXHIBIT 10.76
================================================================================
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
Owner
THE NEW YORK MORTGAGE CORPORATION L.L.C.,
Seller
and
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
Custodian
------------------------
CUSTODIAL AGREEMENT
As of August 1, 2003
------------------------
Adjustable Rate Mortgage Loans
================================================================================
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> &
_____________
DEUTSCHE BANK TRUST CO – MORTGAGE CORPORATION L.L.C., a New York limited liability company
having an address at 1301 Avenue of the Americas, 7th Floor, New York, New
York 10019 (the "Seller"), and DEUTSCHE BANK TRUST CO MPANY AMERICAS, a New York
banking corporation having an address c/o Deutsche Bank National Trust Company
at 1761 East St. Andrew Place, Santa Ana, California 92705 (the "Custodian"),
Attention:
_____________
Deutsche Bank Trust Co – Custodial File: As to each Mortgage Loan, any mortgage loan
documents which are delivered to the Custodian or which at any time come into
the possession of the Custodian.
Custodian: Deutsche Bank Trust Co mpany Americas, or its
successor in interest or assigns, or any successor to the Custodian under this
Agreement as herein provided.
Cut-off Date: The first calendar day of the
_____________
DEUTSCHE BANK TRUST CO – By: /s/ Anthony Palmisano
-------------------------------------
Name: Anthony Palmisano
-----------------------------------
Title: Vice President
----------------------------------
THE NEW YORK MORTGAGE CORPORATION
L.L.C., Seller
By: /s/ Steven B. Schnall
-------------------------------------
Name: Steven B. Schnall
-----------------------------------
Title: President
----------------------------------
DEUTSCHE BANK TRUST CO MPANY
AMERICAS, as Custodian
By: /s/ Tsutomu Yoshida
-------------------------------------
Name: Tsutomu Yoshida
-----------------------------------
Title: Assistant Vice President
----------------------------------
By: /s/ Aimee Kemmeter
-------------------------------------
Name: Aimee Kemmeter
-----------------------------------
Title: Assistant Vice President
----------------------------------
</TEXT>
</
_____________
dt 1391234
;
Freddie Mac
As referenced in this Custodial Agreement:
Freddie Mac, – a
Closing Date occurs.
Due Date: The day of each calendar month on which the Monthly
Payment is due on a Mortgage Loan, exclusive of any days of grace.
FHLMC: Freddie Mac, formerly known as Federal Home Loan
Mortgage Corporation or any successor thereto.
Final Certification: A final certification as to each Mortgage
Loan, which Final Certification is delivered to the
_____________
dt 1328532
|
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WHOLE LOAN CUSTODIAL AGREEMENT
CUSTODIAL AGREEMENT
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
Purchaser
600 Steamboat Road
Greenwich, Connecticut 06830
THE NEW YORK MORTGAGE COMPANY, LLC,
Seller
1301 Avenue of the Americas
7th Floor
New York, New York 10019
. . .
1545998
|
Greenwich
As referenced in this Custodial Agreement:
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC – SEQUENCE>54
<FILENAME>y92524exv10w54.txt
<DESCRIPTION>WHOLE LOAN CUSTODIAL AGREEMENT
<TEXT>
<PAGE>
EXHIBIT 10.54
WHOLE LOAN CUSTODIAL AGREEMENT
CUSTODIAL AGREEMENT
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC .,
Purchaser
600 Steamboat Road
Greenwich, Connecticut 06830
THE NEW YORK MORTGAGE COMPANY, LLC,
Seller
1301 Avenue of the Americas
7th Floor
New York, New York 10019
and
LASALLE BANK
_____________
GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC – List of Conduits
<PAGE>
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT ("Agreement"), dated as of the date
set forth on the cover page hereof, is entered into by and among GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC ., as having an office at 600 Steamboat Road,
Greenwich, Connecticut 06830 ("Purchaser"), LASALLE BANK NATIONAL ASSOCIATION,
having an office at 2571 Busse Road, Suite 200 Dock 49, Elk Grove
_____________
Greenwich Capital Financial Products, Inc – providing the terms of Cash
Window Transactions or Conduit Transactions.
"Purchase Date": With respect to a Mortgage Loan, the date on
which Purchaser purchases such Mortgage Loan from Seller.
"Purchaser": Greenwich Capital Financial Products, Inc . and
its successors.
"Purchaser's Payment": The amount set forth on the Request for
Certification in the "RELEASE PAYMENT" column.
"Purchase Price": With respect to each Mortgage Loan purchased
_____________
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC – be duly executed as of the date and year first above
written.
THE NEW YORK MORTGAGE COMPANY,
LLC (Seller)
By: /s/ Steven B. Schnall
----------------------------------------
Name: Steven B. Schnall
Title: President
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC .
(Purchaser)
By: /s/ Michael Pillari
----------------------------------------
Name: Michael Pillari
Title: Managing Director
LASALLE BANK NATIONAL
ASSOCIATION (Custodian)
By:________________________________________
Name:
Title:
</TEXT>
</DOCUMENT>
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