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 | 2003 |
Master Program Agreement
Master Program Agreement (98K)
Doc #172258: Click preview link for longer preview.
MASTER PROGRAM AGREEMENT AMONG LEASE EQUITY APPRECIATION FUND I, LP ("ASSIGNOR") AND Information Leasing Corporation ("ASSIGNEE") AND LEAF FINANCIAL CORPORATION ("SERVICER")
This MASTER PROGRAM AGREEMENT ("Agreement"), with an effective date of September 29, 2003, is entered into by and between Lease Equity Appreciation Fund I, LP, a Delaware limited partnership having a place of business at 49 Bancroft Mills, Unit P 15, Wilmington, DE 19809 ("Assignor"), and Information Leasing Corporation, an Ohio corporation having its principal place of business at 995 Dalton Avenue, Cincinnati, Ohio 45203 ("Assignee") and LEAF Financial Corporation, a Delaware corporation having its principal place of business at 1845 Walnut Street, Suite 1000, Philadelphia, Pennsylvania 19103 ("Servicer").
WITNESSETH:
WHEREAS, Assignor wishes to sell to Assignee, and Assignee wishes to purchase from Assignor, pursuant to the terms and conditions of this Agreement, certain Lease Transactions (as defined herein) and grant or assign a security interest in the relevant Equipment (as defined herein) related thereto;
WHEREAS, following the Closing of each Lease Purchase Transaction, Assignor shall at its expense, as provided in this Agreement, perform certain administrative, collection and other services for Assignee through the Servicer with respect to the purchased Lease Transaction as provided in this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending hereby to be legally bound, the parties hereby agree as follows:
ARTICLE 1. DEFINITIONS
In addition to words and terms defined elsewhere in this Agreement, the following terms will have the respective meanings set forth in this Article 1.
"Assignment" shall mean an Assignment in substantially the form of Exhibit 1 attached hereto.
"Bankruptcy" means, with respect to a party, (a) the entry of a decree or order for relief against the party by a court of competent jurisdiction in any involuntary case brought against the party under any bankruptcy, insolvency or other similar law generally affecting the rights of creditors and relief of debtors now or hereafter in effect (collectively, "Debtor Relief Laws"), (b) the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar agent under applicable Debtor Relief Laws or other applicable laws for the party or for any substantial part of its assets or property which remains undismissed for a period of 60 days, (c) the ordering of the winding up or liquidation of the party's affairs, (d) the filing of a petition seeking involuntary relief under any applicable Debtor Relief Law, against the party, which petition remains undismissed for a period of sixty (60) days, (e) the commencement by the party of a voluntary case under any applicable Debtor Relief Law or (f) the making by the party of any general assignment for the benefit of its creditors.
{PAGE}
"Business Day" means a day in Cincinnati, Ohio, other than a Saturday, Sunday or any holiday on which commercial banks in such location are required or authorized by law or executive order to be closed.
"Assignee" shall mean Information Leasing Corporation
"Claim" shall mean any third party claim of any nature whatsoever, including any demand, liability, obligation, cause of action, suit, proceeding, judgment, award, assessment or reassessment.
"Closing" shall have the meaning specified in Section 3.3.
"Closing Date" shall be the date specified on Exhibit 2 as such date relates to each Closing.
"Credit Reserve" shall have the meaning specified in Section 3.7.
"Customer" shall mean the Person executing any item of Paper as the lessee or other obligor that is obligated to remit the Periodic Payments with respect to such Paper. Such term shall also include any Person who has guaranteed some or all of the Customer's obligations under an item of Paper.
"Damages" shall mean any loss whatsoever suffered by Assignee, including expenses, debts, costs, damages, penalties, fines, charges, liabilities, interest, and all reasonable legal and other fees and disbursements arising under, pursuant to or out of a Claim.
"Discount Rate" shall mean the discount rate specified on Exhibit 2 used to price the Paper being purchased pursuant to such Lease Transaction Purchase Schedule. The calculation of the applicable Discount Rate shall be based on the then Index Rate plus the applicable Margin.
"Debtor Relief Laws" shall have the meaning specified in the definition of "Bankruptcy".
"Equipment" shall mean the equipment subject to an item of Paper, which is purchased by Assignee pursuant to a Lease Transaction Purchase Schedule.
"Event of Default" shall have the meaning set forth in Section 8.1.
"File" shall mean with respect to each item of Paper, all of Assignor's records and information pertaining to the underlying Lease Transaction, including without limitation, a fully-executed original of the Paper, duly signed by the Customer and the Assignor and all relevant credit information pertaining to the Paper.
"Guaranteed Residual Value" shall have the meaning specified in the definition of Residual Value.
"Holdback Amount" shall have the meaning specified in Section 3.7.
"Holdback Reimbursement" or "Holdback Reimbursements" shall have the meaning specified in Section 3.7.
"Indemnitee" shall have the meaning specified in Section 7.2.
"Index Rate" shall mean, with respect to any Lease Purchase Transaction, yield to maturity for United States Treasury obligations having a remaining term equal to the dollar-weighted average remaining term of the all Lease Transactions included such Lease Purchase Transaction. The Index Rate shall be locked in on the business day prior to Closing, and shall be obtained by referring to treasury yields as published in The Wall Street Journal for such business day.
172258
| Leaf Financial Corporation;
| Lease Equity Appreciation Fund I LP
|
Preview
Full Doc
 | 2003 |
Master Program Agreement
Master Program Agreement (77K)
Doc #172259: Click preview link for longer preview.
MASTER PROGRAM AGREEMENT
This Master Program Agreement dated as of August 1, 2003 (this Agreement) by and among CapitalSource Finance LLC, a Delaware limited liability company (CapitalSource), Credit Suisse First Boston Mortgage Capital, LLC, a Delaware limited liability company (Repo Counterparty), Credit Suisse First Boston LLC, a Delaware limited liability company (CSFB), and Column Financial, Inc., a Delaware corporation (Column and, collectively with Repo Counterparty and CSFB, the CSFB Parties).
W I T N E S S E T H:
WHEREAS, CapitalSource and Column intend to originate and/or purchase mortgage loans secured by skilled nursing facilities (the Loans) and subsequently securitize such Loans from time to time;
WHEREAS, CapitalSource Funding II LLC (CapitalSource Funding) and Repo Counterparty intend to enter into that certain Master Repurchase Agreement dated August 1, 2003 (the Repo Agreement) pursuant to which CapitalSource Funding will be able to finance the origination of certain of such Loans;
WHEREAS, CapitalSource and the CSFB Parties wish to agree on the criteria that will make Loans originated by CapitalSource eligible to be financed under the Repo Agreement and subsequently securitized;
WHEREAS, CapitalSource and the CSFB Parties wish to agree on the criteria that will make Loans originated by Column eligible for CapitalSource to purchase a subordinate participation interest and to be subsequently securitized;
WHEREAS, CapitalSource wishes to purchase certain securities issued in connection with the securitization of such Loans; and
WHEREAS, CapitalSource and the CSFB Parties wish to agree on certain other terms of the intended future securitizations of certain of such Loans.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. As used in this Agreement, the following terms shall have the following meanings:
Accrued Interest Amount shall mean, with respect to a Sub-pool Securitization, the aggregate amount of interest assumed to accrue on each class of securities assumed to be
172259
|
CSFB Mortgage
As referenced in this Master Program Agreement:
Credit Suisse First Boston Mortgage Capital, – Master Program Agreement dated as of August 1, 2003 (this Agreement) by and among CapitalSource Finance LLC, a Delaware limited liability company (CapitalSource), Credit Suisse First Boston Mortgage Capital, LLC, a Delaware limited liability company (Repo Counterparty), Credit Suisse First Boston LLC, a Delaware limited liability company (CSFB), and Column Financial, _____________
CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL – duly authorized, as of the date first above written.
CAPITALSOURCE FINANCE LLC
By:
Name:
Title:
CREDIT SUISSE FIRST BOSTON LLC
By:
Name:
Title:
CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL LLC
By:
Name:
Title:
COLUMN FINANCIAL, INC.
By:
Name:
Title:
SCHEDULE I
ELIGIBILITY CRITERIA
In order to satisfy the Eligibility Criteria, a Loan _____________
dt 113016
;
McGraw-Hill Companies
As referenced in this Master Program Agreement:
McGraw-Hill Companies, Inc – have the meaning given such term in Section 2.02(b).
S&P shall mean Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc .
SEC shall mean the Securities and Exchange Commission, or any successor thereto.
Securitization shall have the meaning given such term in Section _____________
dt 311054
;
|
CapitalSource
As referenced in this Master Program Agreement:
CapitalSource Finance LLC, – EXHIBIT 10.2
EXECUTION COPY
MASTER PROGRAM AGREEMENT
This Master Program Agreement dated as of August 1, 2003 (this Agreement) by and among CapitalSource Finance LLC, a Delaware limited liability company (CapitalSource), Credit Suisse First Boston Mortgage Capital, LLC, a Delaware limited liability company (Repo Counterparty), Credit Suisse _____________
CAPITALSOURCE FINANCE LLC
– parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
CAPITALSOURCE FINANCE LLC
By:
Name:
Title:
CREDIT SUISSE FIRST BOSTON LLC
By:
Name:
Title:
CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL LLC
By:
Name:
Title:
COLUMN _____________
dt 259586
;
Column Financial
As referenced in this Master Program Agreement:
Column Financial, – Boston Mortgage Capital, LLC, a Delaware limited liability company (Repo Counterparty), Credit Suisse First Boston LLC, a Delaware limited liability company (CSFB), and Column Financial, Inc., a Delaware corporation (Column and, collectively with Repo Counterparty and CSFB, the CSFB Parties).
W I T N E S S _____________
COLUMN FINANCIAL, – FINANCE LLC
By:
Name:
Title:
CREDIT SUISSE FIRST BOSTON LLC
By:
Name:
Title:
CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL LLC
By:
Name:
Title:
COLUMN FINANCIAL, INC.
By:
Name:
Title:
SCHEDULE I
ELIGIBILITY CRITERIA
In order to satisfy the Eligibility Criteria, a Loan must:
1.
be secured by _____________
dt 126090
;
More... |
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 | 2003 |
Master Program Agreement
Master Program Agreement (61K)
Doc #402233: Click preview link for longer preview.
MASTER PROGRAM AGREEMENT
This Master Program Agreement dated as of August 1, 2003 (this "Agreement") by and among CapitalSource Finance LLC, a Delaware limited liability company ("CapitalSource"), Credit Suisse First Boston Mortgage Capital, LLC, a Delaware limited liability company ("Repo Counterparty"), Credit Suisse First Boston LLC, a Delaware limited liability company ("CSFB"), and Column Financial, Inc., a Delaware corporation ("Column" and, collectively with Repo Counterparty and CSFB, the "CSFB Parties").
W I T N E S S E T H:
WHEREAS, CapitalSource and Column intend to originate and/or purchase mortgage loans secured by skilled nursing facilities (the "Loans") and subsequently securitize such Loans from time to time;
WHEREAS, CapitalSource Funding II LLC ("CapitalSource Funding") and Repo Counterparty intend to enter into that certain Master Repurchase Agreement dated August 1, 2003 (the "Repo Agreement") pursuant to which CapitalSource Funding will be able to finance the origination of certain of such Loans;
WHEREAS, CapitalSource and the CSFB Parties wish to agree on the criteria that will make Loans originated by CapitalSource eligible to be financed under the Repo Agreement and subsequently securitized;
WHEREAS, CapitalSource and the CSFB Parties wish to agree on the criteria that will make Loans originated by Column eligible for CapitalSource to purchase a subordinate participation interest and to be subsequently securitized;
WHEREAS, CapitalSource wishes to purchase certain securities issued in connection with the securitization of such Loans; and
WHEREAS, CapitalSource and the CSFB Parties wish to agree on certain other terms of the intended future securitizations of certain of such Loans.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. As used in this Agreement, the following terms shall have the following meanings:
"Accrued Interest Amount" shall mean, with respect to a Sub-pool Securitization, the aggregate amount of interest assumed to accrue on each class of securities assumed to be
{PAGE}
issued in such Sub-pool Securitization from the date on which interest is assumed to begin accruing on such securities to the settlement date of the Securitization for which the Sub-pool Securitization has been modeled.
"Aggregate Securitization Proceeds" shall have the meaning given such term in Section 4.04(b).
"Applicant" shall have the meaning given such term in Section 2.02(b).
"Appraisal" shall mean an appraisal of the subject property, which is acceptable to the Reviewer of the subject Loan in its reasonable discretion, and which is prepared (a) by an Approved Appraiser and (b) in accordance with all applicable regulations issued pursuant to Title XI of the Financial Institution Reform, Recovery, and Enforcement Act of 1989 and the requirements of the Standards of Professional Appraisal Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice as adopted by the Appraisal Foundation.
"Appraised Value" means the value set forth in an Appraisal made in connection with the origination or purchase of a Loan as the value of the related Mortgaged Property.
"Approved Appraiser" shall mean an appraiser listed on Schedule II or otherwise approved by the Reviewer.
"Approved Environmental Consultant" shall mean an environmental consultant listed on Schedule III or otherwise approved by Column.
"Approved Engineering Consultant" shall mean an engineering consultant listed on Schedule IV or otherwise approved by Column.
"Approved Loan" shall have the meaning given such term in Section 2.02(a).
"Assumed IO Rate" shall have the meaning given such term in Section 4.04(d).
"Business Day" shall mean any day other than a Saturday, Sunday or a day on which banking institutions in the City of New York, New York are authorized or obligated by law, executive order or governmental decree to be closed.
"CapitalSource" shall have the meaning given in the first paragraph of this Agreement.
"CapitalSource Accrued Interest Amount" shall have the meaning given such term in Section 4.04(d).
"CapitalSource Excess Spread" shall have the meaning given such term in Section 4.04(a).
"CapitalSource Funding" shall have the meaning given such term in the Recitals of this Agreement.
-2- {PAGE}
"CapitalSource IO Percentage" shall have the meaning given such term in Section 4.04(d).
"CapitalSource Junior Class" shall have the meaning given such term in Section 4.04 (d).
"CapitalSource Junior Percentage" shall have the meaning given such term in Section 4.04 (d).
"Code" means the Internal Revenue Code of 1986, as amended.
"Column" shall have the meaning given such term in the first paragraph of this Agreement.
"CSFB Accrued Interest Amount" shall have the meaning given such term in Section 4.04(d).
"CSFB Fee" shall have the meaning given such term in Section 4.04(e).
"CSFB IO" shall have the meaning given such term in Section 4.04(d).
"CSFB IO Class" shall have the meaning given such term in Section 4.04(a).
"CSFB IO Percentage" shall have the meaning given such term in Section 4.04(d).
"CSFB Junior Class" shall have the meaning given such term in Section 4.04(d).
"CSFB Junior Percentage" shall have the meaning given such term in Section 4.04 (d).
"CSFB Parties" shall have the meaning given such term in the first paragraph of this Agreement.
"Depositor" shall have the meaning given such term in Section 4.02.
"Eligibility Criteria" shall mean the criteria listed in Schedule I.
"Engineering Report" shall mean an engineering/architectural review of the subject property conducted by an Approved Engineering Consultant, which is acceptable to the Reviewer of the subject Loan in its reasonable discretion, and which will (a) consider, among other things, structural adequacy, special hazards (e.g., sinkholes, earthquakes), soil conditions, foundation stability, quality of physical maintenance, adequacy of site drainage, design defects that may lead to unusual capital expenditures, adequacy of utilities, roof structures, HVAC systems, fire and safety systems and overall evaluation of construction quality and design and (b) summarize (i) the current condition of the property, including any deferred maintenance, (ii) any immediate repairs needed and the estimated cost and (iii) anticipated capital repairs and improvements and the estimated cost.
-3- {PAGE}
"Environmental Report" shall mean an ASTM standard Phase I Environmental Assessment prepared by an Approved Environmental Consultant, which is acceptable to the Reviewer of the subject Loan in its reasonable discretion, and which identifies historical and current "Recognized Environmental Conditions" using the methodology recommended by ASTM specifically referred to as Standard Practices of Environmental Assessments: Phase I Environmental Site Assessment Process Designation: E 1527-00 (without exception therefrom) and addresses the common risks associated with commercial real estate, including (a) asbestos, (b) PCB, (c) radon, (d) pollution/chemical waste, (e) noise/odors, (f) other latent chemical exposure, including lead, (g) HVAC systems and (h) mold and, if recommended by such Phase I Environmental Assessment, a Phase II Environmental Assessment with appropriate physical sample analysis to establish the presence or absence of a hazardous element.
"Event of Default" shall have the meaning given such term in the Repo Agreement.
"Excess Spread" shall have the meaning given such term in Section 4.04(a).
"Interim Servicing Agreement" shall have the meaning given such term in
402233
|
McGraw-Hill Companies
As referenced in this Master Program Agreement:
McGraw-Hill Companies, Inc – 860D of the Code.
"Reviewer" shall have the meaning given such term in Section 2.02(b).
"S&P" shall mean Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc .
"SEC" shall mean the Securities and Exchange Commission, or any
successor thereto.
"Securitization" shall have the meaning given such term in Section 4.01.
"Senior Participation Interest" shall have _____________
dt 1516504
;
Column Financial
As referenced in this Master Program Agreement:
Column Financial, Inc – limited
liability company ("CapitalSource"), Credit Suisse First Boston Mortgage
Capital, LLC, a Delaware limited liability company ("Repo Counterparty"), Credit
Suisse First Boston LLC, a Delaware limited liability company ("CSFB"), and
Column Financial, Inc ., a Delaware corporation ("Column" and, collectively with
Repo Counterparty and CSFB, the "CSFB Parties").
W I T N E S S E T H:
WHEREAS, CapitalSource and Column intend _____________
COLUMN FINANCIAL, INC – first above written.
CAPITALSOURCE FINANCE LLC
By: /s/
--------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON LLC
By: /s/
--------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL LLC
By: /s/
--------------------------------------
Name:
Title:
COLUMN FINANCIAL, INC .
By: /s/
--------------------------------------
Name:
Title:
{PAGE}
SCHEDULE I
ELIGIBILITY CRITERIA
In order to satisfy the Eligibility Criteria, a Loan must:
1. be secured by a first lien on a skilled _____________
dt 1416631
;
|
CSFB LLC
As referenced in this Master Program Agreement:
Credit
Suisse First Boston LLC – 1, 2003 (this
"Agreement") by and among CapitalSource Finance LLC, a Delaware limited
liability company ("CapitalSource"), Credit Suisse First Boston Mortgage
Capital, LLC, a Delaware limited liability company ("Repo Counterparty"), Credit
Suisse First Boston LLC , a Delaware limited liability company ("CSFB"), and
Column Financial, Inc., a Delaware corporation ("Column" and, collectively with
Repo Counterparty and CSFB, the "CSFB Parties").
W I T N E _____________
CREDIT SUISSE FIRST BOSTON LLC – parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
CAPITALSOURCE FINANCE LLC
By: /s/
--------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON LLC
By: /s/
--------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL LLC
By: /s/
--------------------------------------
Name:
Title:
COLUMN FINANCIAL, INC.
By: /s/
--------------------------------------
Name:
Title:
{PAGE}
SCHEDULE I
ELIGIBILITY CRITERIA
In order _____________
dt 1350921
;
CSFB Mortgage
As referenced in this Master Program Agreement:
Credit Suisse First Boston Mortgage Securities Corp. – servicing agreement
prepared in connection with any Senior Participation Securitization is not
inconsistent with any related Participation Agreement.
Section 4.02 General Structure of Securitization. CSFB shall cause its
affiliate, Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor"), to act as depositor of each Securitization. With respect to each
Securitization, CapitalSource will sell the Approved Loans that it originated,
and each of CapitalSource and Column _____________
dt 1362571
|
Preview
Full Doc
 | 2003 |
Master Program Agreement
Master Program Agreement (98K)
Doc #1617845: Click preview link for longer preview.
<TEXT>
<PAGE>
MASTER PROGRAM AGREEMENT
AMONG
LEASE EQUITY APPRECIATION FUND I, LP ("ASSIGNOR")
AND
Information Leasing Corporation ("ASSIGNEE")
AND
LEAF FINANCIAL CORPORATION ("SERVICER")
This MASTER PROGRAM AGREEMENT ("Agreement"), with an effective date of September
29, 2003, is entered into by and between Lease Equity Appreciation Fund I, LP, . . .
1617845
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