Gentlemen. In accordance with the provisions of Section 3.2 of the above-referenced Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received all of the items listed in Section 3.1 of the Custodial Agreement with respect to each Mortgage Loan identified on the Mortgage Loan Schedule (the "Mortgage Loan Schedule") attached hereto dated as of _______, 199_. Custodian confirms that the Mortgage Loan number in each Mortgage File conforms to the respective Mortgage Loan number listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Schedule. Any exceptions or deficiencies in a Mortgage File which are required by the Custodial Agreement to be reported are set forth in the Master Exception Report dated _________ , 199_ and made a part hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Agreement. Custodian further certifies that as to each Mortgage Loan, Custodian holds the Mortgage Loan in its name as custodian for the benefit of [the Depositor] [the Trustee], without written notice (a) of any adverse claims, liens or encumbrances, (b) that any Mortgage Loan was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Loan or other document in the Mortgage File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan by any other party. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loan. Custodian confirms that it holds each Mortgage Loan and the other documents in the related Mortgage File for the benefit of [the Depositor][the Trustee] and its transferees from time to time. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans now and hereafter, from time to time, in its custody or control as agent and bailee for the [Depositor][the Trustee], if the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject to the continuing pledge and security interest granted by [Originator][Depositor] to [the Depositor][the Trustee] under the [Transfer Agreement] [Pooling and Servicing Agreement]. Upon repurchase or substitution of the Mortgage Loans to which this Trust Receipt and Certification relates and payment of the applicable repurchase price, the Mortgage Loans to which this Trust Receipt and Certification relates shall be returned and released by Custodian to [Depositor][the Trustee], and this Trust Receipt and Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------, as Custodian By_______________________ Name: Title: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] To: [Custodian] Re: Custodial Agreement, dated as of May 1, 1997, by and among the Originators listed on Exhibit C thereto (collectively, the "Originators"), Equicredit Corporation of America, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Corporation (collectively, the "Depositors"), First Bank National Association, as Trustee (the "Trustee") and BankBoston, N.A., as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans held by you as Custodian under the above-referenced Custodial Agreement, [_________], on behalf of [________], requests the release, and acknowledges receipt, of the following for the Mortgage Loan described below, for the reason indicated:
Appears in 1 contract
Gentlemen. In accordance with the provisions of Section 3.2 2.01 of the above-referenced Custodial captioned Pooling Agreement (the "Pooling Agreement"), the undersigned, as Custodian, hereby certifies that it has received all of the items listed in Section 3.1 of the Custodial Agreement with respect to for each Mortgage Loan identified on listed in the Mortgage Loan Schedule (the "other than any Mortgage Loan Schedulelisted in the attached schedule), it has received the original Mortgage Note, endorsed either (A) in blank or (B) in the following form: ") attached hereto Pay to the order of Deutsche Bank National Trust Company, as Trustee under the Pooling Agreement, dated as of _______June 1, 199_2004, among Xxxxxx Xxxxxxx Mortgage Capital Inc., Xxxxxx Xxxxxxx ABS Capital I Inc. and Deutsche Bank National Trust Company, Xxxxxx Xxxxxxx ABS Capital I Inc. Trust, Series 2004-SD2, without recourse," or with respect to any lost Mortgage Note, an original Lost Note Affidavit, together with a copy of the related Mortgage Note. Based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and related to such Mortgage Loan. The Custodian confirms that the Mortgage Loan number has made no independent examination of any documents contained in each Mortgage File conforms to beyond the respective Mortgage Loan number listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Schedule. Any exceptions or deficiencies in a Mortgage File which are review specifically required by the Custodial Agreement to be reported are set forth in the Master Exception Report dated _________ , 199_ and made a part hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Pooling Agreement. Custodian further certifies that as to each Mortgage Loan, Custodian holds the Mortgage Loan in its name as custodian for the benefit of [the Depositor] [the Trustee], without written notice (a) of any adverse claims, liens or encumbrances, (b) that any Mortgage Loan was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Loan or other document in the Mortgage File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan by any other party. The Custodian makes no representations or warranties as to to: (i) the validity, legality, sufficiency, enforceability, enforceability or genuineness or prior recorded status of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectabilitycollectibility, insurability, perfection, priority, effectiveness or suitability of any such Mortgage Loan. Notwithstanding anything herein to the contrary, the Custodian confirms has made no determination and makes no representations as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as Noteholder or assignee thereof, in and to that it holds each Mortgage Loan Note or (ii) any assignment is in recordable form or sufficient to effect the assignment of and transfer to the other documents assignee thereof, under the Mortgage to which the assignment relates. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the related Mortgage File for the benefit of [the Depositor][the Trustee] and its transferees from time to timePooling Agreement. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans now and hereafter, from time to time, in its custody or control as agent and bailee for the [Depositor][the Trustee], if the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject to the continuing pledge and security interest granted by [Originator][Depositor] to [the Depositor][the Trustee] under the [Transfer Agreement] [Pooling and Servicing Agreement]. Upon repurchase or substitution of the Mortgage Loans to which this Trust Receipt and Certification relates and payment of the applicable repurchase price, the Mortgage Loans to which this Trust Receipt and Certification relates shall be returned and released by Custodian to [Depositor][the Trustee], and this Trust Receipt and Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------DEUTSCHE BANK NATIONAL TRUST COMPANY, as Custodian By: ---------------------------------------- Name: ----------------------------------- Title: ---------------------------------- EXHIBIT G MORTGAGE LOAN PURCHASE AGREEMENT [See Tab 2] EXHIBIT H [Reserved] EXHIBIT I [Reserved] EXHIBIT J FORM OF INVESTMENT LETTER _____________________, 20__ NameXxxxxx Xxxxxxx ABS Capital I Inc. 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: TitleXxxxxxxx Xxxxx Deutsche Bank National Trust Company, as Trustee, 0000 Xxxx Xx. Xxxxxx Xxxxx Santa Ana, California 92705 Attention: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] To: [Custodian] Trust Administration - MS04S2 Re: Custodial AgreementXxxxxx Xxxxxxx ABS Capital I Inc. Trust 2004-SD2, dated Mortgage Pass-Through Certificates, Series 2004-SD2 Ladies and Gentlemen: In connection with our acquisition of the above Certificates we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as of May 1, 1997, by and among the Originators listed on Exhibit C thereto amended (collectively, the "OriginatorsAct"), Equicredit Corporation or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of Americathe Act and any such laws, (b) we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) either (i) we are not an employee benefit plan that is subject to Section 406 of the Employee Retirement Income Security Act of 1974, as Representative amended, or a plan or arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended, and are not acting on behalf of any such plan or arrangement or investing the assets of any such plan or arrangement to effect such acquisition or (ii) (except in the case of a Class R, Class X or Class P Certificate) we are an insurance company that is purchasing this certificate with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60") and the conditions for exemptive relief under Sections I and III of PTCE 95-60 have been satisfied, (e) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the Certificates, any interest in the Certificates or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Certificates, any interest in the Certificates or any other similar security from, or otherwise approached or negotiated with respect to the Certificates, any interest in the Certificates or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in such manner with respect to the Certificates, (f) to the extent that the Certificate transferred is a Class X Certificate, we are a bankruptcy-remote entity and (g) we are a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the Certificates for our own account or for resale pursuant to Rule 144A and further, understand that such Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act. ANNEX 1 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A -------------------------------------------------------- [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES] The undersigned (the "RepresentativeBuyer") and hereby certifies as Servicer (follows to the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Corporation (collectively, parties listed in the "Depositors"), First Bank National Association, as Trustee (Rule 144A Transferee Certificate to which this certification relates with respect to the "Trustee") and BankBoston, N.A., as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans held by you as Custodian under the above-referenced Custodial Agreement, [_________], on behalf of [________], requests the release, and acknowledges receipt, of the following for the Mortgage Loan Certificates described below, for the reason indicatedtherein:
Appears in 1 contract
Samples: Pooling Agreement (Morgan Stanley ABS Capital I Inc. Trust, Series 2004-Sd2)
Gentlemen. In accordance with the provisions of Section 3.2 of the above-referenced Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received all of the items listed in Section 3.1 of the Custodial Agreement with respect to each Mortgage Loan identified on the Mortgage Loan Schedule (the "Mortgage Loan Schedule") attached hereto dated as of _______, 199_. Custodian confirms that the Mortgage Loan number in each Mortgage File conforms to the respective Mortgage Loan number listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Schedule. Any exceptions or deficiencies in a Mortgage File which are required by the Custodial Agreement to be reported are set forth in the Master Exception Report dated _________ , 199_ and made a part hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Agreement. Custodian further certifies that as to each Mortgage Loan, Custodian holds the Mortgage Loan in its name as custodian for the benefit of [the Depositor] [the Trustee], without written notice (a) of any adverse claims, liens or encumbrances, (b) that any Mortgage Loan was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Loan or other document in the Mortgage File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan by any other party. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loan. Custodian confirms that it holds each Mortgage Loan and the other documents in the related Mortgage File for the benefit of [the Depositor][the Trustee] and its transferees from time to time. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans now and hereafter, from time to time, in its custody or control as agent and bailee for the [Depositor][the Trustee], if the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject to the continuing pledge and security interest granted by [Originator][Depositor] to [the Depositor][the Trustee] under the [Transfer Agreement] [Pooling and Servicing Agreement]. Upon repurchase or substitution of the Mortgage Loans to which this Trust Receipt and Certification relates and payment of the applicable repurchase price, the Mortgage Loans to which this Trust Receipt and Certification relates shall be returned and released by Custodian to [Depositor][the Trustee], and this Trust Receipt and Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------, as Custodian By_______________________ Name: Title: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] To: [CustodianTo:[Custodian] Re: Custodial Agreement, dated as of May September 1, 1997, by and among the Originators listed on Exhibit C thereto (collectively, the "Originators"), Equicredit Corporation of America, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Corporation (collectively, the "Depositors"), First U.S. Bank National Association, as Trustee (the "Trustee") and BankBoston, N.A., as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans held by you as Custodian under the above-referenced Custodial Agreement, [_________], on behalf of [________], requests the release, and acknowledges receipt, of the following for the Mortgage Loan described below, for the reason indicated:
Appears in 1 contract
Gentlemen. In accordance The undersigned hereby subscribes for and agrees to purchase 109,500 Warrants (Insider Warrants)at $0.45 per Insider Warrant, of Renaissance Acquisition Corp. (the Corporation) for an aggregate purchase price of $49,275.00 (Purchase Price). The undersigned has assumed the obligation to purchase such Insider Warrants from RAC Partners LLC (RAC) in connection with the provisions of Section 3.2 undersigneds withdrawal from RAC. The purchase and issuance of the above-referenced Custodial AgreementInsider Warrants shall occur simultaneously with the consummation of the Corporations initial public offering of securities (IPO) which is being underwritten by Ladenburg Xxxxxxxx & Co. Inc. (Ladenburg). The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO. At least 24 hours prior to the effective date of the registration statement filed in connection with the IPO (Registration Statement), the undersigned, as Custodian, hereby certifies that it has received all undersigned shall deliver the Purchase Price to Xxxxxxxx Xxxxxx (GM) to hold in a non-interest bearing account until the Corporation consummates the IPO. Simultaneously with the consummation of the items listed in Section 3.1 of IPO, GM shall deposit the Custodial Agreement with respect to each Mortgage Loan identified on Purchase Price, without interest or deduction, into the Mortgage Loan Schedule trust fund (the "Mortgage Loan Schedule"Trust Fund) attached hereto dated as of _______, 199_. Custodian confirms that the Mortgage Loan number in each Mortgage File conforms to the respective Mortgage Loan number listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Schedule. Any exceptions or deficiencies in a Mortgage File which are required established by the Custodial Agreement to be reported are set forth in the Master Exception Report dated _________ , 199_ and made a part hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Agreement. Custodian further certifies that as to each Mortgage Loan, Custodian holds the Mortgage Loan in its name as custodian Corporation for the benefit of [the Depositor] [Corporations public stockholders as described in the Trustee]Corporations Registration Statement, pursuant to the terms of an Investment Management Trust Agreement to be entered into between the Corporation and Continental Stock Transfer & Trust Company. In the event that the IPO is not consummated within 14 days of the Purchase Price being delivered to GM, GM shall return the Purchase Price to the undersigned, without written notice (a) of any adverse claims, liens interest or encumbrances, (b) deduction. The undersigned represents and warrants that any Mortgage Loan was overdue or it has been dishonoredadvised that the Insider Warrants have not been registered under the Securities Act; that it is acquiring the Insider Warrants for its account for investment purposes only; that it has no present intention of selling or otherwise disposing of the Insider Warrants in violation of the securities laws of the United States; that it is an accredited investor as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (c) the Securities Act); and that it is familiar with the proposed business, management, financial condition and affairs of evidence on the face of any Mortgage Loan Corporation. Moreover, the undersigned agrees that it shall not sell or transfer the Insider Warrants until 30 days after the Corporation consummates a merger, capital stock exchange, asset acquisition or other document similar business combination with an operating business (Business Combination) and acknowledges that the Insider Warrants will be held in the Mortgage File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan by any other party. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loan. Custodian confirms that it holds each Mortgage Loan escrow during such time period and the other documents in the related Mortgage File certificates for the benefit of [the Depositor][the Trustee] and its transferees from time to timesuch Insider Warrants shall contain a legend indicating such restriction on transferability. Custodian The Corporation hereby acknowledges and agrees that it is holding shall allow the undersigned or its affiliates to exercise any Insider Warrants by surrendering such Mortgage Loans now Insider Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Insider Warrants, multiplied by the difference between the Warrant exercise price and hereafter, from time to time, in its custody or control as agent and bailee theFair Market Value (defined below) by (y) the Fair Market Value. The Fair Market Value shall mean the average reported last sale price of the Common Stock for the [Depositor][the Trustee], if 5 trading days ending on the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject day prior to the continuing pledge date on which the Warrant is exercised. The terms of this agreement and security interest granted by [Originator][Depositor] the restriction on transfers with respect to [the Depositor][the Trustee] under Insider Warrants may not be amended without the [Transfer Agreement] [Pooling and Servicing Agreement]prior written consent of Ladenburg. Upon repurchase or substitution of the Mortgage Loans to which this Trust Receipt and Certification relates and payment of the applicable repurchase priceVery truly yours, the Mortgage Loans to which this Trust Receipt and Certification relates shall be returned and released by Custodian to [Depositor][the Trustee], and this Trust Receipt and Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------, as Custodian /s/ Xxxxxx Xxxxxx XXXXXX XXXXXX Agreed to: Renaissance Acquisition Corp. By_______________________ : /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] ToChairman and Chief Executive Officer Xxxxxxxx Xxxxxx By: [Custodian] Re/s/ Xxxxx Xxxx Xxxxxx Name: Custodial Agreement, dated as of May 1, 1997, by and among the Originators listed on Exhibit C thereto (collectively, the "Originators"), Equicredit Corporation of America, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Corporation (collectively, the "Depositors"), First Bank National Association, as Trustee (the "Trustee") and BankBoston, N.A., as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans held by you as Custodian under the above-referenced Custodial Agreement, [_________], on behalf of [________], requests the release, and acknowledges receipt, of the following for the Mortgage Loan described below, for the reason indicated:Xxxxx Xxxx Xxxxxx Title: Partner Ladenburg Xxxxxxxx & Co. Inc. By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Managing Director
Appears in 1 contract
Samples: Subscription Agreement (Renaissance Acquisition Corp.)
Gentlemen. In accordance with the provisions of Section SECTION 3.2 of the above-referenced Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received all of the items listed in Section SECTION 3.1 of the Custodial Agreement with respect to each Mortgage Loan Receivable identified on the Mortgage Loan Receivable Schedule (the "Mortgage Loan Receivable Schedule") attached hereto dated as of _______July 1, 199_1998. Custodian The undersigned, as Custodian, confirms that the Mortgage Loan Receivable number in each Mortgage Receivables File conforms to the respective Mortgage Loan Receivable number listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Receivable Schedule. Any exceptions or deficiencies in a Mortgage File which are required by the Custodial Agreement to be reported are set forth in the Master Exception Report dated _________ , 199_ and made a part hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Agreement. Custodian further certifies that as to each Mortgage LoanReceivable, Custodian holds the Mortgage Loan Receivable in its name as custodian for the benefit of [the DepositorSeller] [the Trust] [the Indenture Trustee], without written notice (a) of any adverse claims, liens or encumbrances, (b) that any Mortgage Loan Receivable was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Loan Receivable or other document in the Mortgage Receivables File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan Receivable by any other party. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, genuineness or prior recorded status of any of the documents contained in each Mortgage Receivables File or the collectability, insurability, effectiveness or suitability of any Mortgage LoanReceivable. Custodian confirms that it holds each Mortgage Loan Receivable and the other documents in the related Mortgage Receivables File for the benefit of [the Depositor][the Seller][the Trust][the Indenture Trustee] and its transferees from time to time. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans now and hereafter, from time to time, in its custody or control as agent and bailee for the [Depositor][the Trustee], if the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject to the continuing pledge and security interest granted by [Originator][Depositor] to [the Depositor][the Trustee] under the [Transfer Agreement] [Pooling and Servicing Agreement]. Upon repurchase or substitution of the Mortgage Loans Receivables to which this Trust Receipt and Custodian Certification relates and payment of the applicable repurchase price, the Mortgage Loans Receivables to which this Trust Receipt and Certification Custodian Certifi- cation relates shall be returned and released by Custodian to [Depositor][the Trustee]the Person paying such repurchase price, and this Trust Receipt and Custodian Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------, ------------------------------------ as Custodian By_______________________ By ------------------------------------ Name: Title: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] To: [Custodian] Re: Custodial Agreement, dated as of May July 1, 19971998, by and among the Originators listed on Exhibit C thereto Caterpillar Financial Services Corporation (collectively, the "OriginatorsOriginator"), Equicredit Corporation of AmericaCaterpillar Financial Services Corporation, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Caterpillar Financial Funding Corporation (collectively, the "DepositorsSeller"), Caterpillar Financial Asset Trust 1998-A (the "Trust"), The First National Bank National Associationof Chicago, as Indenture Trustee (the "Indenture Trustee") and BankBoston, N.A.The First National Bank of Chicago, as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans Receivables held by you as Custodian under the above-referenced Custodial Agreement, [_________], on behalf of [________], requests the release, and acknowledges receipt, of the following for the Mortgage Loan Receivable described below, for the reason indicated:
Appears in 1 contract
Samples: Custodial Agreement (Caterpillar Financial Funding Corp)
Gentlemen. In accordance with Terms used herein but not otherwise defined herein shall have the provisions of Section 3.2 of the above-referenced Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received all of the items listed in Section 3.1 of the Custodial Agreement with respect to each Mortgage Loan identified on the Mortgage Loan Schedule (the "Mortgage Loan Schedule") attached hereto dated as of _______, 199_. Custodian confirms that the Mortgage Loan number in each Mortgage File conforms to the respective Mortgage Loan number listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Schedule. Any exceptions or deficiencies in a Mortgage File which are required by the Custodial Agreement to be reported are meanings set forth in the Master Exception Report dated _________ , 199_ and made a part hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Credit Agreement. Custodian further certifies Pursuant to letter agreement dated March 20, 2007 (the “Existing Waiver Letter”), Borrower, Guarantor, the Agent and the Lenders have agreed that the Lenders have no obligation to make additional Loans or otherwise extend any credit to the Borrower under the Credit Agreement unless otherwise agreed in writing by the Lenders in their sole and absolute discretion. The Borrower has requested that the Lenders agree to the suspension of the unused fee payable pursuant to Section 3.6(a) of the Credit Agreement until such time as the Lenders have agreed in writing to each Mortgage Loanmake additional Loans. Subject to the execution and delivery of this letter by Borrower, Custodian holds Guarantor, Agent and the Mortgage Loan Lenders, and until such time as the Lenders have agreed to make additional Loans to Borrower in its name as custodian for accordance with the benefit of [the Depositor] [the Trustee]Existing Waiver Letter, without written notice (a) the Lenders agree that the obligation of any adverse claims, liens or encumbrances, Borrower to pay the unused fee pursuant to Section 3.6(a) of the Credit Agreement shall be suspended and (b) that any Mortgage Loan was overdue or has been dishonoredthe Lenders waive compliance with the covenants set forth in Section 9.1(a) (the Debt to Total Asset Value Ratio), Section 9.1(b) (cthe Fixed Charge Coverage Ratio) and Section 9.1(c) (the Implied Debt Service Coverage Ratio) of evidence on the face Credit Agreement (collectively, the “Financial Covenants”), together with the related obligation of any Mortgage Loan or other document in the Mortgage File of any security interest therein, or (d) of any defense against or claim Borrower to the Mortgage Loan by any other party. Custodian makes no representations or warranties report as to compliance with the validity, legality, sufficiency, enforceability, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage LoanFinancial Covenants. Custodian confirms that it holds each Mortgage Loan and the other documents in the related Mortgage File for the benefit of [the Depositor][the Trustee] and its transferees from time to time. Custodian hereby The Borrower acknowledges and agrees that it is holding such Mortgage Loans now and hereafter, from time the decision whether to time, in its custody or control as agent and bailee for the [Depositor][the Trustee], if the transfer of Mortgage make any additional Loans is deemed not to and shall be an within the sole and absolute transfer discretion of such Mortgage Loans, the Lenders and subject to the continuing pledge approval of both Lenders’ respective credit committees. If and security interest granted by [Originator][Depositor] when the Lenders agree to [make additional Loans or otherwise extend any credit to the Depositor][the Trustee] Borrower under the [Transfer Agreement] [Pooling Credit Agreement as provided herein, the Lenders hereby agree that, in recognition of the upfront fees paid to Lenders on October 31, 2006, no upfront fee will be charged to the Borrower in connection with making the Credit Agreement available to the Borrower for additional extensions of credit, so long as the Termination Date has not been extended. Except as hereinabove set forth, all terms, covenants and Servicing Agreement]provisions of the Credit Agreement and the other Loan Documents remain unaltered and in full force and effect and the parties hereto do hereby expressly ratify and confirm the Credit Agreement and the other Loan Documents. Upon repurchase Other than as expressly set forth herein, nothing in this letter shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment, or substitution of the Mortgage Loans to indebtedness evidenced by the Notes or the other obligations of Borrower and Guarantor under the Loan Documents. This letter shall constitute a Loan Document. This letter may be executed in any number of counterparts which this Trust Receipt shall together constitute but one and Certification relates the same agreement. This letter shall be governed by, and payment construed in accordance with, the laws of the applicable repurchase priceState of Georgia. This letter may be amended only in accordance with the terms of the Credit Agreement. LENDERS: WACHOVIA BANK, the Mortgage Loans to which this Trust Receipt NATIONAL ASSOCIATION, individually and Certification relates shall be returned and released by Custodian to [Depositor][the Trustee], and this Trust Receipt and Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------, as Custodian Agent By_______________________ : /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] ToVice President BORROWER: [Custodian] ReNNN APARTMENT REIT HOLDINGS, L.P., a Virginia limited partnership By: Custodial AgreementNNN Apartment REIT, dated as of May 1Inc., 1997a Maryland corporation, by and among the Originators listed on Exhibit C thereto (collectivelyits General Partner By: /s/ Xxxxxxx K S Xxxxxxx Name: Xxxxxxx K.S. Xxxxxxx Title: Chief Financial Officer GUARANTOR: NNN APARTMENT REIT, the "Originators")INC., Equicredit Corporation of America, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Corporation (collectively, the "Depositors"), First Bank National Association, as Trustee (the "Trustee") and BankBoston, N.A., as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans held by you as Custodian under the above-referenced Custodial Agreement, [_________], on behalf of [________], requests the release, and acknowledges receipt, of the following for the Mortgage Loan described below, for the reason indicated:a Maryland corporation By: /s/ Xxxxxxx K S Xxxxxxx Name: Xxxxxxx K.S. Xxxxxxx Title: Chief Financial Officer
Appears in 1 contract
Samples: NNN Apartment REIT, Inc.
Gentlemen. In accordance with the provisions of Section 3.2 of the above-referenced Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received all of the items listed in Section 3.1 of the Custodial Agreement with respect to each Mortgage Loan identified on the Mortgage Loan Schedule (the "Mortgage Loan Schedule") attached hereto dated as of _______, 199_. Custodian confirms that the Mortgage Loan number in each Mortgage File conforms to the respective Mortgage Loan number listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Schedule. Any exceptions or deficiencies in a Mortgage File which are required by the Custodial Agreement to be reported are set forth in the Master Exception Report dated _________ , 199_ and made a part hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Agreement. Custodian further certifies that as to each Mortgage Loan, Custodian holds the Mortgage Loan in its name as custodian for the benefit of [the Depositor] [the Trustee], without written notice (a) of any adverse claims, liens or encumbrances, (b) that any Mortgage Loan was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Loan or other document in the Mortgage File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan by any other party. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loan. Custodian confirms that it holds each Mortgage Loan and the other documents in the related Mortgage File for the benefit of [the Depositor][the Trustee] and its transferees from time to time. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans now and hereafter, from time to time, in its custody or control as agent and bailee for the [Depositor][the Trustee], if the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject to the continuing pledge and security interest granted by [Originator][Depositor] to [the Depositor][the Trustee] under the [Transfer Agreement] [Pooling and Servicing Agreement]. Upon repurchase or substitution of the Mortgage Loans to which this Trust Receipt and Certification relates and payment of the applicable repurchase price, the Mortgage Loans to which this Trust Receipt and Certification relates shall be returned and released by Custodian to [Depositor][the Trustee], and this Trust Receipt and Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------, as Custodian By_______________________ : --------------------- Name: Title: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] To: [Custodian] Re: Custodial Agreement, dated as of May 1_____, 1997199_, by and among the Originators listed on Exhibit C thereto (collectively, the "Originators"), Equicredit Corporation of America, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Corporation (collectively, the "Depositors"), First Bank National Association[Trustee], as Trustee (the "Trustee") and BankBoston, N.A.[Custodian], as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans held by you as Custodian under the above-referenced Custodial Agreement, [_________], on behalf of [________], requests the release, and acknowledges receipt, of the following for the Mortgage Loan described below, for the reason indicated:
Appears in 1 contract
Gentlemen. In accordance with the provisions of Section 3.2 of the above-referenced Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received all of the items listed in Section 3.1 of the Custodial Agreement with respect to each Mortgage Loan Receivable identified on the Mortgage Loan Receivable Schedule (the "Mortgage Loan Receivable Schedule") attached hereto dated as of _______July 1, 199_2001. Custodian The undersigned, as Custodian, confirms that the Mortgage Loan Receivable number in each Mortgage Receivables File conforms to the respective Mortgage Loan Receivable number listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Receivable Schedule. Any exceptions or deficiencies in a Mortgage File which are required by the Custodial Agreement to be reported are set forth in the Master Exception Report dated _________ , 199_ and made a part hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Agreement. Custodian further certifies that as to each Mortgage LoanReceivable, Custodian holds the Mortgage Loan Receivable in its name as custodian solely on behalf of and for the benefit of [the DepositorSeller] [the Trust] [the Indenture Trustee], without written notice (a) of any adverse claims, liens or encumbrances, (b) that any Mortgage Loan Receivable was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Loan Receivable or other document in the Mortgage Receivables File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan Receivable by any other party. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, genuineness or prior recorded status of any of the documents contained in each Mortgage Receivables File or the collectability, insurability, effectiveness or suitability of any Mortgage LoanReceivable. Custodian confirms that it holds each Mortgage Loan Receivable and the other documents in the related Mortgage Receivables File for the benefit of [the Depositor][the Seller][the Trust][the Indenture Trustee] and its transferees from time to time. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans now and hereafter, from time to time, in its custody or control as agent and bailee for the [Depositor][the Trustee], if the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject to the continuing pledge and security interest granted by [Originator][Depositor] to [the Depositor][the Trustee] under the [Transfer Agreement] [Pooling and Servicing Agreement]. Upon repurchase or substitution of the Mortgage Loans Receivables to which this Trust Receipt and Custodian Certification relates and payment of the applicable repurchase price, the Mortgage Loans Receivables to which this Trust Receipt and Certification Custodian Certifi- cation relates shall be returned and released by Custodian to [Depositor][the Trustee]the Person paying such repurchase price, and this Trust Receipt and Custodian Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ------------------------------------------------, as Custodian By_______________________ By ------------------------------- Name: Title: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] To: [Custodian] Re: Custodial Agreement, dated as of May July 1, 19972001, by and among the Originators listed on Exhibit C thereto Caterpillar Financial Services Corporation (collectively, the "OriginatorsOriginator"), Equicredit Corporation of AmericaCaterpillar Financial Services Corporation, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Caterpillar Financial Funding Corporation (collectively, the "DepositorsSeller"), First Caterpillar Financial Asset Trust 2001-A (the "Trust"), Bank One, National Association, as Indenture Trustee (the "Indenture Trustee") and BankBostonBank One, N.A.National Association, as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans Receivables held by you as Custodian under the above-referenced Custodial Agreement, [_________], on behalf of [________], requests the release, and acknowledges receipt, of the following for the Mortgage Loan Receivable described below, for the reason indicated:
Appears in 1 contract
Samples: Custodial Agreement (Caterpillar Financial Funding Corp)
Gentlemen. In accordance with the provisions of Section 3.2 of the above-referenced Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received all of the items listed in Section 3.1 of the Custodial Agreement with respect to each Mortgage Loan identified on the Mortgage Loan Schedule (the "Mortgage Loan Schedule") attached hereto dated as of _______, 199_. Custodian confirms that the Mortgage Loan number in each Mortgage File conforms to the respective Mortgage Loan number listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Schedule. Any exceptions or deficiencies in a Mortgage File which are required by the Custodial Agreement to be reported are set forth in the Master Exception Report dated _________ , 199_ and made a part hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Agreement. Custodian further certifies that as to each Mortgage Loan, Custodian holds the Mortgage Loan in its name as custodian for the benefit of [the Depositor] [the Trustee], without written notice (a) of any adverse claims, liens or encumbrances, (b) that any Mortgage Loan was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Loan or other document in the Mortgage File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan by any other party. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loan. Custodian confirms that it holds each Mortgage Loan and the other documents in the related Mortgage File for the benefit of [the Depositor][the Trustee] and its transferees from time to time. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans now and hereafter, from time to time, in its custody or control as agent and bailee for the [Depositor][the Trustee], if the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject to the continuing pledge and security interest granted by [Originator][Depositor] to [the Depositor][the Trustee] under the [Transfer Agreement] [Pooling and Servicing Agreement]. Upon repurchase or substitution of the Mortgage Loans to which this Trust Receipt and Certification relates and payment of the applicable repurchase price, the Mortgage Loans to which this Trust Receipt and Certification relates shall be returned and released by Custodian to [Depositor][the Trustee], and this Trust Receipt and Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------, as Custodian By_______________________ Name: Title: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] To: [Custodian] Re: Custodial Agreement, dated as of May June 1, 1997, by and among the Originators listed on Exhibit C thereto (collectively, the "Originators"), Equicredit Corporation of America, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Corporation (collectively, the "Depositors"), First Bank National Association, as Trustee (the "Trustee") and BankBoston, N.A., as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans held by you as Custodian under the above-referenced Custodial Agreement, [_________], on behalf of [________], requests the release, and acknowledges receipt, of the following for the Mortgage Loan described below, for the reason indicated:
Appears in 1 contract
Gentlemen. In accordance with the provisions of Section 3.2 of the above-referenced Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received all of the items listed in Section 3.1 of the Custodial Agreement with respect to each Mortgage Loan Receivable identified on the Mortgage Loan Receivable Schedule (the "Mortgage Loan Receivable Schedule") attached hereto dated as of _______July 1, 199_1999. Custodian The undersigned, as Custodian, confirms that the Mortgage Loan Receivable number in each Mortgage Receivables File conforms to the respective Mortgage Loan Receivable number listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Receivable Schedule. Any exceptions or deficiencies in a Mortgage File which are required by the Custodial Agreement to be reported are set forth in the Master Exception Report dated _________ , 199_ and made a part hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Agreement. Custodian further certifies that as to each Mortgage LoanReceivable, Custodian holds the Mortgage Loan Receivable in its name as custodian for the benefit of [the DepositorSeller] [the Trust] [the Indenture Trustee], without written notice (a) of any adverse claims, liens or encumbrances, (b) that any Mortgage Loan Receivable was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Loan Receivable or other document in the Mortgage Receivables File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan Receivable by any other party. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, genuineness or prior recorded status of any of the documents contained in each Mortgage Receivables File or the collectability, insurability, effectiveness or suitability of any Mortgage LoanReceivable. Custodian confirms that it holds each Mortgage Loan Receivable and the other documents in the related Mortgage Receivables File for the benefit of [the Depositor][the Seller][the Trust][the Indenture Trustee] and its transferees from time to time. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans now and hereafter, from time to time, in its custody or control as agent and bailee for the [Depositor][the Trustee], if the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject to the continuing pledge and security interest granted by [Originator][Depositor] to [the Depositor][the Trustee] under the [Transfer Agreement] [Pooling and Servicing Agreement]. Upon repurchase or substitution of the Mortgage Loans Receivables to which this Trust Receipt and Custodian Certification relates and payment of the applicable repurchase price, the Mortgage Loans Receivables to which this Trust Receipt and Certification Custodian Certifi- cation relates shall be returned and released by Custodian to [Depositor][the Trustee]the Person paying such repurchase price, and this Trust Receipt and Custodian Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------, _________________________________________ as Custodian By_______________________________________ Name: Title: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] To: [Custodian] Re: Custodial Agreement, dated as of May July 1, 19971999, by and among the Originators listed on Exhibit C thereto Caterpillar Financial Services Corporation (collectively, the "OriginatorsOriginator"), Equicredit Corporation of AmericaCaterpillar Financial Services Corporation, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Caterpillar Financial Funding Corporation (collectively, the "DepositorsSeller"), Caterpillar Financial Asset Trust 1999-A (the "Trust"), The First National Bank National Associationof Chicago, as Indenture Trustee (the "Indenture Trustee") and BankBoston, N.A.The First National Bank of Chicago, as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans Receivables held by you as Custodian under the above-referenced Custodial Agreement, [_________], on behalf of [________], requests the release, and acknowledges receipt, of the following for the Mortgage Loan Receivable described below, for the reason indicated:
Appears in 1 contract
Samples: Custodial Agreement (Caterpillar Financial Funding Corp)
Gentlemen. In accordance The undersigned hereby subscribes for and agrees to purchase 109,500 Warrants (Insider Warrants) at $0.45 per Insider Warrant, of Renaissance Acquisition Corp. (the Corporation) for an aggregate purchase price of $49,275.00 (Purchase Price). The undersigned has assumed the obligation to purchase such Insider Warrants from RAC Partners LLC (RAC) in connection with the provisions of Section 3.2 undersigneds withdrawal from RAC. The purchase and issuance of the above-referenced Custodial AgreementInsider Warrants shall occur simultaneously with the consummation of the Corporations initial public offering of securities (IPO) which is being underwritten by Ladenburg Xxxxxxxx & Co. Inc. (Ladenburg). The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO. At least 24 hours prior to the effective date of the registration statement filed in connection with the IPO (Registration Statement), the undersigned, as Custodian, hereby certifies that it has received all undersigned shall deliver the Purchase Price to Xxxxxxxx Xxxxxx (GM) to hold in a non-interest bearing account until the Corporation consummates the IPO. Simultaneously with the consummation of the items listed in Section 3.1 of IPO, GM shall deposit the Custodial Agreement with respect to each Mortgage Loan identified on Purchase Price, without interest or deduction, into the Mortgage Loan Schedule trust fund (the "Mortgage Loan Schedule"Trust Fund) attached hereto dated as of _______, 199_. Custodian confirms that the Mortgage Loan number in each Mortgage File conforms to the respective Mortgage Loan number listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Schedule. Any exceptions or deficiencies in a Mortgage File which are required established by the Custodial Agreement to be reported are set forth in the Master Exception Report dated _________ , 199_ and made a part hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Agreement. Custodian further certifies that as to each Mortgage Loan, Custodian holds the Mortgage Loan in its name as custodian Corporation for the benefit of [the Depositor] [Corporations public stockholders as described in the Trustee]Corporations Registration Statement, pursuant to the terms of an Investment Management Trust Agreement to be entered into between the Corporation and Continental Stock Transfer & Trust Company. In the event that the IPO is not consummated within 14 days of the Purchase Price being delivered to GM, GM shall return the Purchase Price to the undersigned, without written notice (a) of any adverse claims, liens interest or encumbrances, (b) deduction. The undersigned represents and warrants that any Mortgage Loan was overdue or it has been dishonoredadvised that the Insider Warrants have not been registered under the Securities Act; that it is acquiring the Insider Warrants for its account for investment purposes only; that it has no present intention of selling or otherwise disposing of the Insider Warrants in violation of the securities laws of the United States; that it is an accredited investor as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (c) the Securities Act); and that it is familiar with the proposed business, management, financial condition and affairs of evidence on the face of any Mortgage Loan Corporation. Moreover, the undersigned agrees that it shall not sell or transfer the Insider Warrants until 30 days after the Corporation consummates a merger, capital stock exchange, asset acquisition or other document similar business combination with an operating business (Business Combination) and acknowledges that the Insider Warrants will be held in the Mortgage File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan by any other party. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loan. Custodian confirms that it holds each Mortgage Loan escrow during such time period and the other documents in the related Mortgage File certificates for the benefit of [the Depositor][the Trustee] and its transferees from time to timesuch Insider Warrants shall contain a legend indicating such restriction on transferability. Custodian The Corporation hereby acknowledges and agrees that it is holding shall allow the undersigned or its affiliates to exercise any Insider Warrants by surrendering such Mortgage Loans now Insider Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Insider Warrants, multiplied by the difference between the Warrant exercise price and hereafter, from time to time, in its custody or control as agent and bailee the Fair Market Value (defined below) by (y) the Fair Market Value. The Fair Market Value shall mean the average reported last sale price of the Common Stock for the [Depositor][the Trustee], if 5 trading days ending on the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject day prior to the continuing pledge date on which the Warrant is exercised. The terms of this agreement and security interest granted by [Originator][Depositor] the restriction on transfers with respect to [the Depositor][the Trustee] under Insider Warrants may not be amended without the [Transfer Agreement] [Pooling and Servicing Agreement]prior written consent of Ladenburg. Upon repurchase or substitution of the Mortgage Loans to which this Trust Receipt and Certification relates and payment of the applicable repurchase priceVery truly yours, the Mortgage Loans to which this Trust Receipt and Certification relates shall be returned and released by Custodian to [Depositor][the Trustee], and this Trust Receipt and Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------, as Custodian /s/ Xxxxxxx X. Xxxxxxx XXXXXXX X. XXXXXXX Agreed to: Renaissance Acquisition Corp. By_______________________ : /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] ToChairman and Chief Executive Officer Xxxxxxxx Xxxxxx By: [Custodian] Re/s/ Xxxxx Xxxx Xxxxxx Name: Custodial Agreement, dated as of May 1, 1997, by and among the Originators listed on Exhibit C thereto (collectively, the "Originators"), Equicredit Corporation of America, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Corporation (collectively, the "Depositors"), First Bank National Association, as Trustee (the "Trustee") and BankBoston, N.A., as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans held by you as Custodian under the above-referenced Custodial Agreement, [_________], on behalf of [________], requests the release, and acknowledges receipt, of the following for the Mortgage Loan described below, for the reason indicated:Xxxxx Xxxx Xxxxxx Title: Partner Ladenburg Xxxxxxxx & Co. Inc. By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Managing Director
Appears in 1 contract
Samples: Subscription Agreement (Renaissance Acquisition Corp.)
Gentlemen. In accordance with the provisions of Section 3.2 6.15 of the above-referenced Custodial AgreementIndenture, the undersigned, as CustodianIndenture Trustee, hereby certifies that it has received all that, except as noted on the Schedule of the items listed in Section 3.1 of the Custodial Agreement with respect to Exceptions attached hereto, for each Mortgage Loan identified on listed in the Mortgage Loan Schedule to the Indenture (the "other than any Mortgage Loan Schedule") attached hereto dated as of _______, 199_. Custodian confirms that the Mortgage Loan number paid in each Mortgage File conforms to the respective Mortgage Loan number full or listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Schedule. Any exceptions or deficiencies in attachment hereto) it has received a complete Mortgage File which are includes each of the documents required by the Custodial Agreement to be reported are included in the Mortgage File as set forth in the Master Exception Report dated _________ , 199_ and made a part hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them of "Mortgage Loan Documents" in the Custodial Agreement. Custodian further certifies that as to each Mortgage Loan, Custodian holds the Mortgage Loan Sale Agreement referred to in the Indenture. The Indenture Trustee on its name as custodian for the benefit of [the Depositor] [the Trustee], without written notice (a) behalf has made an independent examination of any adverse claims, liens or encumbrances, (b) that documents contained in any Mortgage Loan was overdue or has been dishonored, (c) File beyond the review specifically required in Section 6.15 of evidence on the face of any Mortgage Loan or other document in the Mortgage File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan by any other partyIndenture. Custodian The Indenture Trustee makes no representations or warranties as to to: (i) the validity, legality, sufficiency, enforceability, enforceability or genuineness or prior recorded status of any documents contained in any Mortgage File for any of the documents contained in each Mortgage File or Loans listed on the collectabilityMortgage Loan Schedule to the Indenture, (ii) the collectibility, insurability, effectiveness or suitability of any Mortgage Loan. Custodian confirms that it holds each such Mortgage Loan or (iii) whether any Mortgage File should include any flood insurance policy, any rider, addenda, surety or guaranty agreement, power of attorney, buy down agreement, assumption agreement, modification agreement, written assurance or substitution agreement. Capitalized words and phrases used herein shall have the other documents respective meanings assigned to them in the related Mortgage File for the benefit of [the Depositor][the Trustee] and its transferees from time to timeabove-captioned Indenture. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans now and hereafterNORWEST BANK MINNESOTA, from time to time, in its custody or control as agent and bailee for the [Depositor][the Trustee], if the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject to the continuing pledge and security interest granted by [Originator][Depositor] to [the Depositor][the Trustee] under the [Transfer Agreement] [Pooling and Servicing Agreement]. Upon repurchase or substitution of the Mortgage Loans to which this Trust Receipt and Certification relates and payment of the applicable repurchase price, the Mortgage Loans to which this Trust Receipt and Certification relates shall be returned and released by Custodian to [Depositor][the Trustee], and this Trust Receipt and Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------NATIONAL ASSOCIATION, as Custodian Indenture Trustee By:___________________________ Name: Title: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] To: [Custodian] Re: Custodial Agreement, dated as of May 1, 1997, by and among the Originators listed on Exhibit C thereto (collectively, the "Originators"), Equicredit Corporation of America, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Corporation (collectively, the "Depositors"), First Bank National Association, as Trustee (the "Trustee") and BankBoston, N.A., as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans held by you as Custodian under the above-referenced Custodial Agreement, [Its:_________], on behalf of [________], requests the release, and acknowledges receipt, of the following for the Mortgage Loan described below, for the reason indicated:_________ EXHIBIT F MBIA INSURANCE POLICY EXHIBIT G FORM OF NOTICE OF CLAIM EXHIBIT H SERVICING AGREEMENT
Appears in 1 contract
Samples: Fund America Investors Corp Ii
Gentlemen. In accordance with the provisions of Section 3.2 7.15 of the above-referenced Custodial AgreementIndenture, the undersigned, as CustodianTrustee, hereby certifies that it has received all of the items listed in Section 3.1 of the Custodial Agreement with respect that, as to each Mortgage Loan identified on the (other than any Mortgage Loan Schedule (the "Mortgage Loan Schedule") attached hereto dated as of _______, 199_. Custodian confirms that the Mortgage Loan number paid in each Mortgage File conforms to the respective Mortgage Loan number full or listed on the attachment hereto) it has reviewed the Trustee Mortgage Loan Schedule File and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained has determined that, except as noted on the Schedule of Exceptions attached hereto: (i) all documents required to be included in the Trustee Mortgage Loan Schedule. Any exceptions or deficiencies in a Mortgage File which are required by the Custodial Agreement to be reported are (as set forth in the Master Exception Report dated _________ , 199_ and made a part hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them of "Mortgage Loan Documents" in the Custodial AgreementIndenture) are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; and (iii) based on examination by it, and only as to such documents, the information set forth on the schedule to the Indenture accurately reflects the information set forth in the Trustee Mortgage Loan File. Custodian The undersigned further certifies that as to the Trustee's review of each Mortgage Loan, Custodian holds the Trustee Mortgage Loan File included each of the procedures listed in its name as custodian for the benefit of [the Depositor] [the Trustee], without written notice (aSection 7.15(a) of the Indenture. Except as described herein, the Trustee has not made an independent examination of any adverse claims, liens or encumbrances, (b) that documents contained in any Trustee Mortgage Loan was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Loan or other document in the Mortgage File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan by any other partyFile. Custodian The Trustee makes no representations or warranties as to to: (i) the validity, legality, sufficiency, enforceability, enforceability or genuineness or prior recorded status of any documents contained in any Trustee Mortgage Loan File for any of the documents contained in each Mortgage File or Loans listed on the collectabilityschedule to the Indenture, (ii) the collectibility, insurability, effectiveness or suitability of any Mortgage Loan. Custodian confirms that it holds each such Mortgage Loan or (iii) whether any Trustee Mortgage Loan File should include any flood insurance policy, any rider, addenda, surety or guaranty agreement, ,power of attorney, buy down agreement, assumption agreement, modification agreement, written assurance or substitution agreement. Capitalized words and phrases used herein shall have the other documents respective meanings assigned to them in the related Mortgage File for the benefit of [the Depositor][the Trustee] and its transferees from time to timeabove-captioned Indenture. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans now and hereafter, from time to time, in its custody or control as agent and bailee for the [Depositor][the Trustee], if the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject to the continuing pledge and security interest granted by [Originator][Depositor] to [the Depositor][the Trustee] under the [Transfer Agreement] [Pooling and Servicing Agreement]. Upon repurchase or substitution of the Mortgage Loans to which this Trust Receipt and Certification relates and payment of the applicable repurchase price, the Mortgage Loans to which this Trust Receipt and Certification relates shall be returned and released by Custodian to [Depositor][the Trustee], and this Trust Receipt and Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ --------------------------------------------------, as Custodian Trustee By: ____________________________ NameIts: Title: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] To: [Custodian] Re: Custodial Agreement, dated as of May 1, 1997, by and among the Originators listed on Exhibit C thereto (collectively, the "Originators"), Equicredit Corporation of America, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Corporation (collectively, the "Depositors"), First Bank National Association, as Trustee (the "Trustee") and BankBoston, N.A., as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans held by you as Custodian under the above-referenced Custodial Agreement, [_________], on behalf of [________]___________ EXHIBIT A-2 FORM OF TRUSTEE'S FINAL CERTIFICATION [Date] [Name] [Address] [Address] Re: Indenture, requests dated as of ________ 1, 1997 (the release"Indenture"), between Union Planters Mortgage Finance Corp. (the "Depositor") and acknowledges receipt_____________, of as Trustee (the following for the Mortgage Loan described below, for the reason indicated:"Trustee").
Appears in 1 contract
Gentlemen. In accordance This letter serves as the commitment and agreement by the undersigned to purchase or cause one or more of his affiliates to purchase the outstanding indebtedness of Borrower to the Senior Lenders under the Senior Loan Agreement on or before December 12, 2002 for the then outstanding principal amount of the indebtedness owed by Borrower and Subsidiaries to Senior Lender under the Senior Loan Agreement, plus all accrued and unpaid interest thereon, plus other fees then due by Borrower or Subsidiaries to Senior Lender in connection therewith, plus the Senior Lender's reasonable attorneys fees and costs incurred in connection therewith (collectively the "Senior Debt") for a purchase price (the "Purchase Price") equal to the amount of the Senior Debt; provided that the Senior Lender has not since the date hereof (i) declared an "Event of Default" as defined in the Senior Loan Agreement, (ii) except for the liquidation of the Pledged CD as contemplated by the Fourth Amendment to the Senior Loan Agreement, taken action to foreclose, offset against any amount or otherwise exercise any remedies against the Borrowers, Guarantors or the Collateral (as such terms are defined in the Senior Loan Agreement), and (iii) instituted any bankruptcy, insolvency or similar proceeding against the Borrowers or Guarantors. The Purchase Price will be paid in immediately available United States Dollars contemporaneous with the provisions transfer and assignment by Senior Lender to the undersigned or his designee of Section 3.2 Senior Debt, the Senior Loan Agreement and the Senior Lender's interest in the Collateral described in the Senior Loan Agreement and the Senior Lender's interest in the other Senior Loan Documents; provided, however, the undersigned acknowledges the Collateral no longer includes the Pledged CD, Tampa Property, or Las Cruces Property and that the specific items of the above-referenced Custodial Collateral have changed since March 15, 2002 and will change hereafter. THE FOREGOING ASSIGNMENT WILL BE WITHOUT RECOURSE AND WITHOUT ANY WARRANTIES OTHER THAN TITLE. Senior Lender's agreement to assign as provided herein is subject to the execution and delivery by the Borrowers and Guarantors of acceptable acknowledgements and releases in favor of Senior Lender with respect to the Senior Debt or otherwise. As an inducement for the undersigned to enter into this letter agreement, Senior Lender represents and warrants to the undersigned that, to the best of its knowledge, the Senior Loan Agreement and all material loan documents related (collectively the "Senior Loan Documents") are listed in SCHEDULE A to this letter (not including, however, all financing statements which may be filed or recorded) or are described in said Amended and Restated Loan and Security Agreement dated March 8, 2001 ("Restated Agreement"), First Amendment to the Restated Agreement, Second Amendment to the undersignedRestated Agreement, as CustodianThird Amendment to the Restated Agreement, hereby certifies and Fourth Amendment to the Restated Agreement. Within five (5) business days of execution of this letter, Senior Lender shall ship to the undersigned or his counsel copies of the documents listed in Schedule A and any repurchase agreements pertaining to Holiday RV or the Subsidiaries which are in its possession or control. The undersigned acknowledges that he is not acquiring from the Senior Lender any rights in repurchase agreements to the extent they are not assignable or the manufacturer has the right to object to such assignment or if any such assignment would result in the Senior Lender incurring any obligations after such assignment. The undersigned agrees that he will complete his independent review and analysis of the Senior Debt and Senior Loan Documents prior to December 12, 2002. He further agrees that any assignment document pertaining to his acquisition shall contain the acknowledgment that he and/or his authorized agents and attorneys have reviewed the Senior Loan Documents and other matters pertaining to the Senior Debt which the undersigned considers material to his decision to acquire the same. To the extent the undersigned or his agents or counsel cannot obtain a particular document from the public records or the Borrower and a written request is made to Senior Lender on or before December 12, 2002, listing a specific document, Senior Lender will promptly provide the undersigned a copy of the requested document to the extent is has possession or control of the same. Upon payment of the Purchase Price, Senior Lender will deliver to the undersigned or his designated agent the originals of any of the Senior Loan Documents that it has received all of in its possession or control. After December 12, 2002, Senior Lender agrees to reasonably cooperate with the items listed in Section 3.1 of the Custodial Agreement undersigned with respect to each Mortgage providing information and additional non-privileged documents within its possession or control that are necessary for the undersigned to enforce its acquired rights and remedies in the Senior Loan identified on Documents. The undersigned agrees to pay for the Mortgage reasonable out of pocket expenses incurred by Senior Lender in connection therewith. Until (a) December 13, 2002 at 5:00 p.m. (eastern time) unless the undersigned acquires the same as provided herein or (b) an Event o f Default occurs thereunder, Senior Lender and agrees not to modify, amend or supplement the Senior Loan Schedule (Documents after the "Mortgage date hereof such that it would adversely and materially affect the rights of the Senior Lender, without the prior written consent of the undersigned; provided, however, Senior Lender shall be permitted to act at all times to protect its rights and remedies under the Senior Loan Schedule") attached hereto dated Documents, including any action required in any insolvency proceedings. If the foregoing correctly states our agreement and understanding, please countersign this letter in the space below and thereby confirm the representations, warranties and agreements of the Senior Lender as of _______, 199_. Custodian confirms that the Mortgage Loan number in each Mortgage File conforms to the respective Mortgage Loan number listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Schedule. Any exceptions or deficiencies in a Mortgage File which are required by the Custodial Agreement to be reported are set forth in the Master Exception Report dated _________ immediately preceding paragraph. Sincerely, 199_ and made a part hereofStephen Adams Confirxxx xxx Xxxxxd: BANC OF AMERICA SPECIALTY FINANCE, INC. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial AgreementBy /s/ Gary A. Brown --------------------------------- Its Sr. Custodian further certifies that as to each Mortgage LoanVice Presxxxxx --------------------------------- BANK OF AMERICA, Custodian holds the Mortgage Loan in its name as custodian for the benefit of [the Depositor] [the Trustee], without written notice (a) of any adverse claims, liens or encumbrances, (b) that any Mortgage Loan was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Loan or other document in the Mortgage File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan by any other partyN.A. By /s/ Gary A. Brown --------------------------------- Its Sr. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loan. Custodian confirms that it holds each Mortgage Loan and the other documents in the related Mortgage File for the benefit of [the Depositor][the Trustee] and its transferees from time to time. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans now and hereafter, from time to time, in its custody or control as agent and bailee for the [Depositor][the Trustee], if the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject to the continuing pledge and security interest granted by [Originator][Depositor] to [the Depositor][the Trustee] under the [Transfer Agreement] [Pooling and Servicing Agreement]. Upon repurchase or substitution of the Mortgage Loans to which this Trust Receipt and Certification relates and payment of the applicable repurchase price, the Mortgage Loans to which this Trust Receipt and Certification relates shall be returned and released by Custodian to [Depositor][the Trustee], and this Trust Receipt and Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------, as Custodian By_______________________ Name: Title: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] To: [Custodian] Re: Custodial Agreement, dated as of May 1, 1997, by and among the Originators listed on Exhibit C thereto (collectively, the "Originators"), Equicredit Corporation of America, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Corporation (collectively, the "Depositors"), First Bank National Association, as Trustee (the "Trustee") and BankBoston, N.A., as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans held by you as Custodian under the above-referenced Custodial Agreement, [_________], on behalf of [________], requests the release, and acknowledges receipt, of the following for the Mortgage Loan described below, for the reason indicated:Vice Presxxxxx ---------------------------------
Appears in 1 contract
Samples: Holiday Rv Superstores Inc
Gentlemen. In accordance with Terms used herein but not otherwise defined herein shall have the provisions of Section 3.2 of the above-referenced Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received all of the items listed in Section 3.1 of the Custodial Agreement with respect to each Mortgage Loan identified on the Mortgage Loan Schedule (the "Mortgage Loan Schedule") attached hereto dated as of _______, 199_. Custodian confirms that the Mortgage Loan number in each Mortgage File conforms to the respective Mortgage Loan number listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Schedule. Any exceptions or deficiencies in a Mortgage File which are required by the Custodial Agreement to be reported are meanings set forth in the Master Exception Report dated _________ Credit Agreement. Borrower desires to obtain an advance of proceeds of the Revolving Loan and the Mezzanine Loan to acquire property commonly known as Wxxxxx Ranch. Following such acquisition, 199_ Borrower would not be able to comply with the covenants set forth in Section 9.1(a) (the Debt to Total Asset Value Ratio), Section 9.1(b) (the Fixed Charge Coverage Ratio) and made Section 9.1(c) (the Implied Debt Service Coverage Ratio) (collectively, the “Financial Covenants”). Borrower has requested that the Lenders provide a part hereoftemporary waiver of the Financial Covenants. Capitalized terms used herein without definition Based upon the foregoing and subject to the execution and delivery of this letter by Borrower, Guarantors, Agent and the Lenders, this letter shall have confirm that the meanings ascribed Lenders shall waive compliance with the Financial Covenants through the period ending December 31, 2006. Until such time as the Borrower is able to them comply with the Financial Covenants, Borrower shall, except as otherwise provided in the Custodial Credit Agreement. Custodian further certifies that as , cause the net proceeds of any Equity Issuance (gross proceeds less reasonable and customary costs of sale and issuance paid to each Mortgage Loan, Custodian holds Persons not Affiliates of any Obligor) to be paid to the Mortgage Agent under the Mezzanine Loan in its name as custodian Agreement for the benefit account of [the Depositor] [applicable lenders thereunder within three days of receipt of such proceeds as a prepayment of the Trustee]Mezzanine Loans. In addition, without written notice (a) of any adverse claimsBorrower acknowledges that the advance under the Loan with respect to Wxxxxx Ranch shall not exceed the amount advanced by Lenders at closing. Borrower further agrees that, liens or encumbrances, (b) that any Mortgage Loan was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Loan or other document in the Mortgage File event of an assignment by a Lender of its Note or any security interest therein, or (d) Borrower shall upon the request of any defense against or claim Agent obtain a UCC insurance policy satisfactory to Agent insuring the priority of Agent’s lien in the collateral pledged pursuant to the Mortgage Pledge Agreement. By execution hereof Borrower and Guarantors certify that each such Person is and will be in compliance with all covenants under the Loan by any other partyDocuments after the execution and delivery of this letter, and that no Default or Event of Default has occurred and is continuing. Custodian makes no representations or warranties Except as to the validityhereinabove set forth, legalityall terms, sufficiency, enforceability, genuineness or prior recorded status of any covenants and provisions of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loan. Custodian confirms that it holds each Mortgage Loan Credit Agreement and the other documents Loan Documents remain unaltered and in full force and effect and the related Mortgage File for parties hereto do hereby expressly ratify and confirm the benefit of [Credit Agreement and the Depositor][the Trustee] other Loan Documents. Nothing in this letter shall be deemed or construed to constitute, and its transferees from time to time. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans now and hereafterthere has not otherwise occurred, from time to timea novation, in its custody or control as agent and bailee for the [Depositor][the Trustee]cancellation, if the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loanssatisfaction, subject to the continuing pledge and security interest granted by [Originator][Depositor] to [the Depositor][the Trustee] under the [Transfer Agreement] [Pooling and Servicing Agreement]. Upon repurchase release, extinguishment, or substitution of the Mortgage Loans to which this Trust Receipt indebtedness evidenced by the Notes or the other obligations of Borrower and Certification relates Guarantors under the Loan Documents. By execution hereof, Borrower and payment of Guarantors acknowledge that NNN Apartment REIT Holdings, L.P. October 31, 2006 Page 2 the applicable repurchase price, Agent and the Mortgage Loans to which this Trust Receipt and Certification relates shall be returned and released by Custodian to [Depositor][the Trustee]Lenders have made no agreement, and this Trust Receipt are in no way obligated, to grant any future extension, waiver, indulgence or consent. This letter shall constitute a Loan Document. This letter may be executed in any number of counterparts which shall together constitute but one and Certification shall be the same agreement. LENDER: WACHOVIA BANK, NATIONAL ASSOCIATION, individually and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------, as Custodian Agent By_______________________ : /s/ Cxxxx X. Xxxxx Name: Cxxxx X. Xxxxx Title: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] ToManaging Director BORROWER: [Custodian] ReNNN APARTMENT REIT HOLDINGS, L.P., a Virginia limited partnership By: Custodial AgreementNNN Apartment REIT, dated as of May 1Inc., 1997a Maryland corporation, by and among the Originators listed on Exhibit C thereto (collectivelyits General Partner By: /s/ Sxxxxxx K S Jxxxxxx Name: Sxxxxxx K S Jxxxxxx Title: Chief Financial Officer NNN Apartment REIT Holdings, the "Originators")L.P. October 31, Equicredit Corporation of America, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Corporation (collectively, the "Depositors"), First Bank National Association, as Trustee (the "Trustee") and BankBoston, N.A., as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans held by you as Custodian under the above-referenced Custodial Agreement, [_________], on behalf of [________], requests the release, and acknowledges receipt, of the following for the Mortgage Loan described below, for the reason indicated2006 Page 3 GUARANTORS:
Appears in 1 contract
Samples: NNN Apartment REIT, Inc.
Gentlemen. In accordance with the provisions of Section 3.2 of the above-referenced Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received all of the items listed in Section 3.1 of the Custodial Agreement with respect to each Mortgage Loan identified on the Mortgage Loan Schedule (the "Mortgage Loan Schedule") attached hereto dated as of _______December 30, 199_1996. Custodian confirms that the Mortgage Loan number in each Mortgage File conforms to the respective Mortgage Loan number listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Schedule. Any exceptions or deficiencies in a Mortgage File which are required by the Custodial Agreement to be reported are set forth in the Master Exception Report dated _________ December [ ], 199_ 1996 and made a part hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Agreement. Custodian further certifies that as to each Mortgage Loan, Custodian holds the Mortgage Loan in its name as custodian for the benefit of [the Depositor] [the Trustee], without written notice (a) of any adverse claims, liens or encumbrances, (b) that any Mortgage Loan was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Loan or other document in the Mortgage File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan by any other party. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loan. Custodian confirms that it holds each Mortgage Loan and the other documents in the related Mortgage File for the benefit of [the Depositor][the Trustee] and its transferees from time to time. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans now and hereafter, from time to time, in its custody or control as agent and bailee for the [Depositor][the Trustee], if the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject to the continuing pledge and security interest granted by [Originator][Depositor] to [the Depositor][the Trustee] under the [Transfer Agreement] [Pooling and Servicing Agreement]. Upon repurchase or substitution of the Mortgage Loans to which this Trust Receipt and Certification relates and payment of the applicable repurchase price, the Mortgage Loans to which this Trust Receipt and Certification relates shall be returned and released by Custodian to [Depositor][the Trustee], and this Trust Receipt and Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------, as Custodian By_______________________ Name: Title: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] To: [Custodian] Re: Custodial Agreement, dated as of May December 1, 19971996, by and among the Originators listed on Exhibit C thereto (collectively, the "Originators"), Equicredit Corporation of America, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Corporation (collectively, the "Depositors"), First Bank National Association, as Trustee (the "Trustee") and BankBoston, N.A.The First National Bank of Boston, as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans held by you as Custodian under the above-referenced Custodial Agreement, [_________], on behalf of [________], requests the release, and acknowledges receipt, of the following for the Mortgage Loan described below, for the reason indicated:
Appears in 1 contract
Gentlemen. In accordance with Section 2.03 of the provisions of Section 3.2 of Company's Standard Terms to Pooling and Servicing Agreement (January 2001 Edition) (the "Standard Terms"), which are incorporated by reference into the above-referenced Custodial Pooling and Servicing Agreement, the undersigned, as CustodianTrustee, hereby certifies that it has received all that, except as noted on the Schedule of the items listed in Section 3.1 of the Custodial Agreement with respect to Exceptions attached hereto, for each Mortgage Loan identified on listed in the Mortgage Loan Schedule to the Pooling and Servicing Agreement (the "other than any Mortgage Loan Schedulepaid in full or listed on the attachment hereto) it, or a Custodian on its behalf, has received a complete Trustee Mortgage Loan File which includes each of the documents required to be included in the Trustee Mortgage Loan File as set forth in the definition of "Trustee Mortgage Loan File" in the Standard Terms. Neither the Trustee nor any Custodian on its behalf has made an independent examination of any documents contained in any Trustee Mortgage Loan File beyond the review specifically required in the above captioned Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) attached hereto dated as the validity, legality, sufficiency, enforceability or genuineness of _______, 199_. Custodian confirms that any of the documents contained in any Trustee Mortgage Loan File or any of the Mortgage Loan number in each Mortgage File conforms to the respective Mortgage Loan number Loans listed on the Mortgage Loan Schedule Schedule, (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan or (iii) whether any Trustee Mortgage Loan File should include any assumption agreement, modification agreement, written assurance or substitution agreement. Capitalized words and that phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement (the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan SchedulePooling and Servicing Agreement"). Any exceptions or deficiencies in a Mortgage File which are required by the Custodial Agreement to be reported are set forth in the Master Exception Report dated [TRUSTEE] By: _________ , 199_ and made a part hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Agreement. Custodian further certifies that as to each Mortgage Loan, Custodian holds the Mortgage Loan in its name as custodian for the benefit of [the Depositor] [the Trustee], without written notice (a) of any adverse claims, liens or encumbrances, (b) that any Mortgage Loan was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Loan or other document in the Mortgage File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan by any other party. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loan. Custodian confirms that it holds each Mortgage Loan and the other documents in the related Mortgage File for the benefit of [the Depositor][the Trustee] and its transferees from time to time. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans now and hereafter, from time to time, in its custody or control as agent and bailee for the [Depositor][the Trustee], if the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject to the continuing pledge and security interest granted by [Originator][Depositor] to [the Depositor][the Trustee] under the [Transfer Agreement] [Pooling and Servicing Agreement]. Upon repurchase or substitution of the Mortgage Loans to which this Trust Receipt and Certification relates and payment of the applicable repurchase price, the Mortgage Loans to which this Trust Receipt and Certification relates shall be returned and released by Custodian to [Depositor][the Trustee], and this Trust Receipt and Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------, as Custodian By______________________________ NameIts: Title: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] To: [Custodian] Re: Custodial Agreement, dated as of May 1, 1997, by and among the Originators listed on Exhibit C thereto (collectively, the "Originators"), Equicredit Corporation of America, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Corporation (collectively, the "Depositors"), First Bank National Association, as Trustee (the "Trustee") and BankBoston, N.A., as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans held by you as Custodian under the above-referenced Custodial Agreement, [_________], on behalf of [________], requests the release, and acknowledges receipt, of the following for the Mortgage Loan described below, for the reason indicated:____________________
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bombardier Capital Mortgage Securitization Corp)
Gentlemen. In accordance with the provisions of Section 3.2 2.03 of the above-referenced Custodial Agreementcaptioned Indenture, the undersigned, as Custodian, hereby certifies that it has received all and Section 2.1(b) of the items listed in Section 3.1 of the Custodial Agreement with respect to each Mortgage Loan identified on the Mortgage Loan Schedule (the "Mortgage Loan Schedule") attached hereto Purchase Agreement, dated as of _______, 199_. Custodian confirms that the Mortgage Loan number in each Mortgage File conforms to the respective Mortgage Loan number listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Schedule. Any exceptions or deficiencies in a Mortgage File which are required by the Custodial Agreement to be reported are set forth in the Master Exception Report dated _________ , 199_ between NovaStar Financial, Inc., and made a part hereof. Capitalized terms used herein without definition shall have NovaStar Mortgage Funding Corporation (the meanings ascribed to them in "Mortgage Loan Purchase Agreement"; and together with the Custodial Agreement. Custodian further Indenture, the "Agreements"), the undersigned, as Indenture Trustee, hereby certifies that as to each Mortgage Loan, Custodian holds Loan listed in the Mortgage Loan in its name as custodian for the benefit of [the Depositor] [the Trustee], without written notice Schedule (a) of any adverse claims, liens or encumbrances, (b) that other than any Mortgage Loan was overdue paid in full or listed on the attachment hereto) it has been dishonored, (creceived the documents set forth in Section 2.1(b) of evidence on the face of any Mortgage Loan or other document in the Mortgage File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan by Purchase Agreement. The Indenture Trustee has made no independent examination of any other partydocuments contained in each Mortgage File beyond the review specifically required in the Agreements. Custodian The Indenture Trustee makes no representation that any documents specified in clause (vi) of Section 2.1(b) should be included in any Mortgage File. The Indenture Trustee makes no representations or warranties as to and shall not be responsible to verify: (i) the validity, legality, sufficiency, enforceability, due authorization, recordability or genuineness or prior recorded status of any of the documents contained in each Mortgage File or of any of the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. Custodian confirms that it holds each such Mortgage Loan and or (iii) the other existence of any assumption, modification, written assurance or substitution agreement with respect to any Mortgage File if no such documents appear in the related Mortgage File for delivered to the benefit of [Indenture Trustee. Capitalized words and phrases used herein shall have the Depositor][the Trustee] and its transferees from time respective meanings assigned to timethem in the above-captioned Indenture. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans now and hereafter__________________________________, from time to time, not in its custody or control individual capacity but solely as agent and bailee for the [Depositor][the Trustee], if the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject to the continuing pledge and security interest granted by [Originator][Depositor] to [the Depositor][the Trustee] under the [Transfer Agreement] [Pooling and Servicing Agreement]. Upon repurchase or substitution of the Mortgage Loans to which this Trust Receipt and Certification relates and payment of the applicable repurchase price, the Mortgage Loans to which this Trust Receipt and Certification relates shall be returned and released by Custodian to [Depositor][the Trustee], and this Trust Receipt and Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------, as Custodian Indenture Trustee By: _________________________________________ Name: Title: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS D MORTGAGE LOAN SCHEDULE [DATESee Tab 4] To: [Custodian] Re: Custodial Agreement, dated as of May 1, 1997, by and among the Originators listed on Exhibit C thereto (collectively, the "Originators"), Equicredit Corporation of America, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Corporation (collectively, the "Depositors"), First Bank National Association, as Trustee (the "Trustee") and BankBoston, N.A., as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans held by you as Custodian under the above-referenced Custodial Agreement, [_________], on behalf of [________], requests the release, and acknowledges receipt, of the following for the Mortgage Loan described below, for the reason indicated:APPENDIX A DEFINITIONS
Appears in 1 contract
Samples: Novastar Mortgage Funding Corp
Gentlemen. In accordance with the provisions of Section 3.2 6.15 of the above-referenced Custodial AgreementIndenture, the undersigned, as CustodianIndenture Trustee, hereby certifies that it has received all of the items listed in Section 3.1 of the Custodial Agreement with respect that, as to each Mortgage Loan identified listed in the Mortgage Loan Schedule to the Indenture (other than any Mortgage Loan paid in full or listed on the attachment hereto) it has reviewed the Mortgage File and has determined that, except as noted on the Schedule of Exceptions attached hereto: (i) all documents required to be included in the Mortgage File (as set forth in the definition of "Mortgage Loan Documents" in the Mortgage Loan Sale Agreement referred to in the Indenture) are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; and (iii) based on examination by it, and only as to such documents, the information set forth on the Mortgage Loan Schedule (the "Mortgage Loan Schedule") attached hereto dated as of _______, 199_. Custodian confirms that the Mortgage Loan number in each Mortgage File conforms to the respective Mortgage Loan number listed on Indenture accurately reflects the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Schedule. Any exceptions or deficiencies in a Mortgage File which are required by the Custodial Agreement to be reported are set forth in the Master Exception Report dated _________ , 199_ and made a part hereofMortgage File. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Agreement. Custodian The undersigned further certifies that as to the Indenture Trustee's review of each Mortgage Loan, Custodian holds File included each of the Mortgage Loan procedures listed in its name as custodian for the benefit of [the Depositor] [the Trustee], without written notice (aSection 6.15(a) of the Indenture. Except as described herein, the Indenture Trustee has not made an independent examination of any adverse claims, liens or encumbrances, (b) that documents contained in any Mortgage Loan was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Loan or other document in the Mortgage File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan by any other partyFile. Custodian The Indenture Trustee makes no representations or warranties as to to: (i) the validity, legality, sufficiency, enforceability, enforceability or genuineness or prior recorded status of any documents contained in any Mortgage File for any of the documents contained in each Mortgage File or Loans listed on the collectabilityMortgage Loan Schedule to the Indenture, (ii) the collectibility, insurability, effectiveness or suitability of any Mortgage Loan. Custodian confirms that it holds each such Mortgage Loan or (iii) whether any Mortgage File should include any flood insurance policy, any rider, addenda, surety or guaranty agreement, power of attorney, buy down agreement, assumption agreement, modification agreement, written assurance or substitution agreement. Capitalized words and phrases used herein shall have the other documents respective meanings assigned to them in the related Mortgage File for the benefit of [the Depositor][the Trustee] and its transferees from time to timeabove-captioned Indenture. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans now and hereafterNORWEST BANK MINNESOTA, from time to time, in its custody or control as agent and bailee for the [Depositor][the Trustee], if the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject to the continuing pledge and security interest granted by [Originator][Depositor] to [the Depositor][the Trustee] under the [Transfer Agreement] [Pooling and Servicing Agreement]. Upon repurchase or substitution of the Mortgage Loans to which this Trust Receipt and Certification relates and payment of the applicable repurchase price, the Mortgage Loans to which this Trust Receipt and Certification relates shall be returned and released by Custodian to [Depositor][the Trustee], and this Trust Receipt and Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------NATIONAL ASSOCIATION, as Custodian Indenture Trustee By:___________________________ Name: Title: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] To: [Custodian] Re: Custodial Agreement, dated as of May 1, 1997, by and among the Originators listed on Exhibit C thereto (collectively, the "Originators"), Equicredit Corporation of America, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Corporation (collectively, the "Depositors"), First Bank National Association, as Trustee (the "Trustee") and BankBoston, N.A., as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans held by you as Custodian under the above-referenced Custodial Agreement, [Its:_________], on behalf of [________]_________ EXHIBIT E-2 FORM OF INDENTURE TRUSTEE'S FINAL CERTIFICATION [Date] National Mortgage Corporation Harlequin Plaza, requests Suite 330 S 7600 Xxxx Xxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxx 00000-0000 Xe: Indenture, dated as of September 1, 1997 (the release"Indenture"), between Fund America Investors Trust 1997-NMC1 (the "Issuer") and acknowledges receiptNorwest Bank Minnesota, of National Association, as Trustee (the following for the Mortgage Loan described below, for the reason indicated:"Indenture Trustee").
Appears in 1 contract
Samples: Fund America Investors Corp Ii
Gentlemen. In accordance with Section 2.03 of the provisions of Section 3.2 of Company's Standard Terms to Pooling and Servicing Agreement (January 2001 Edition) (the "Standard Terms"), which are incorporated by reference into the above-referenced Custodial Pooling and Servicing Agreement, the undersigned, as CustodianTrustee, hereby certifies that it has received all of the items listed in Section 3.1 of the Custodial Agreement with respect that, as to each Mortgage Loan identified listed in the Mortgage Loan Schedule to the Pooling and Servicing Agreement (other than any Mortgage Loan paid in full or listed on the attachment hereto) it, or a Custodian on its behalf, has reviewed the Trustee Mortgage Loan File and has determined that, except as noted on the Schedule of Exceptions attached hereto: (i) all documents required to be included in the Trustee Mortgage Loan File (as set forth in the definition of "Trustee Mortgage Loan File" in the Standard Terms) are in its possession or in the possession of a Custodian on its behalf; (ii) such documents have been reviewed by it, or a Custodian on its behalf, and appear regular on their face and relate to such Mortgage Loan; and (iii) based on examination by it, or by a Custodian on its behalf, and only as to such documents, the information set forth on the Mortgage Loan Schedule (to the "Pooling and Servicing Agreement accurately reflects the information set forth in the Trustee Mortgage Loan Schedule") attached hereto dated as of _______, 199_File. Custodian confirms The undersigned further certifies that the Trustee's review, or the review of its Custodian, of each Trustee Mortgage Loan number File included each of the procedures listed in each Mortgage File conforms to Section 2.03(c)(1) of the respective Standard Terms. Except as described herein, neither the Trustee, nor any Custodian on its behalf, has made an independent examination of any documents contained in any Trustee Mortgage Loan number File. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any documents contained in any Trustee Mortgage Loan File for any of the Mortgage Loans listed on the Mortgage Loan Schedule to the Pooling and that Servicing Agreement, (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan or (iii) whether any Trustee Mortgage Loan File should include any assumption agreement, modification agreement, written assurance or substitution agreement. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement (the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan SchedulePooling and Servicing Agreement"). Any exceptions or deficiencies in a Mortgage File which are required by the Custodial Agreement to be reported are set forth in the Master Exception Report dated [TRUSTEE] By: _________ , 199_ and made a part hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Agreement. Custodian further certifies that as to each Mortgage Loan, Custodian holds the Mortgage Loan in its name as custodian for the benefit of [the Depositor] [the Trustee], without written notice (a) of any adverse claims, liens or encumbrances, (b) that any Mortgage Loan was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Loan or other document in the Mortgage File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan by any other party. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loan. Custodian confirms that it holds each Mortgage Loan and the other documents in the related Mortgage File for the benefit of [the Depositor][the Trustee] and its transferees from time to time. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans now and hereafter, from time to time, in its custody or control as agent and bailee for the [Depositor][the Trustee], if the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject to the continuing pledge and security interest granted by [Originator][Depositor] to [the Depositor][the Trustee] under the [Transfer Agreement] [Pooling and Servicing Agreement]. Upon repurchase or substitution of the Mortgage Loans to which this Trust Receipt and Certification relates and payment of the applicable repurchase price, the Mortgage Loans to which this Trust Receipt and Certification relates shall be returned and released by Custodian to [Depositor][the Trustee], and this Trust Receipt and Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------, as Custodian By______________________________ NameIts: Title_____________________________________ EXHIBIT 2-B FORM OF FINAL CERTIFICATION [Date] Bombardier Capital Mortgage Securitization Corporation 0000 Xxxxxxxx Xxxx Xxxxx Xxxxxxxxxx, Xxxxxxx 00000 Attention: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] To: [Custodian] Re: Custodial Agreement, dated as of May 1, 1997, by and among the Originators listed on Exhibit C thereto (collectively, the "Originators"), Equicredit Corporation of America, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Corporation (collectively, the "Depositors"), First Bank National Association, as Trustee (the "Trustee") and BankBoston, N.A., as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans held by you as Custodian under the above-referenced Custodial Agreement, [_________]___________] Bombardier Capital Inc. 0000 Xxxxxxxx Xxxx Xxxxx Xxxxxxxxxx, on behalf of Xxxxxxx 00000 Attention: [________]____________] Re: Pooling and Servicing Agreement, requests the releasedated as of ____________ 1, 20__, among Bombardier Capital Mortgage Securitization Corporation, Bombardier Capital Inc., as Servicer, and acknowledges receipt________________________, of the following for the Mortgage Loan described belowas Trustee, for the reason indicated:Pass-Through Certificates, ____________________ BCMSC Trust 20___ - ____________.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bombardier Capital Mortgage Securitization Corp)
Gentlemen. In accordance with the provisions of Section 3.2 of the above-referenced Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received all of the items listed in Section 3.1 of the Custodial Agreement with respect to each Mortgage Loan identified on the Mortgage Loan Schedule (the "Mortgage Loan Schedule") attached hereto dated as of _______, 199_. Custodian confirms that the Mortgage Loan number in each Mortgage File conforms to the respective Mortgage Loan number listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Schedule. Any exceptions or deficiencies in a Mortgage File which are required by the Custodial Agreement to be reported are set forth in the Master Exception Report dated _________ , 199_ and made a part hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Agreement. Custodian further certifies that as to each Mortgage Loan, Custodian holds the Mortgage Loan in its name as custodian for the benefit of [the Depositor] [the Trustee], without written notice (a) of any adverse claims, liens or encumbrances, (b) that any Mortgage Loan was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Loan or other document in the Mortgage File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan by any other party. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loan. Custodian confirms that it holds each Mortgage Loan and the other documents in the related Mortgage File for the benefit of [the Depositor][the Trustee] and its transferees from time to time. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans now and hereafter, from time to time, in its custody or control as agent and bailee for the [Depositor][the Trustee], if the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject to the continuing pledge and security interest granted by [Originator][Depositor] to [the Depositor][the Trustee] under the [Transfer Agreement] [Pooling and Servicing Agreement]. Upon repurchase or substitution of the Mortgage Loans to which this Trust Receipt and Certification relates and payment of the applicable repurchase price, the Mortgage Loans to which this Trust Receipt and Certification relates shall be returned and released by Custodian to [Depositor][the Trustee], and this Trust Receipt and Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------, as Custodian By_______________________ Name: Title: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] To: [Custodian] Re: Custodial Agreement, dated as of May September 1, 19971996, by and among the Originators listed on Exhibit C thereto (collectively, the "Originators"), Equicredit Corporation of America, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Corporation (collectively, the "Depositors"), First Bank National Association, as Trustee (the "Trustee") and BankBoston, N.A.The First National Bank of Boston, as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans held by you as Custodian under the above-referenced Custodial Agreement, [_________], on behalf of [________], requests the release, and acknowledges receipt, of the following for the Mortgage Loan described below, for the reason indicated:
Appears in 1 contract
Gentlemen. In accordance with the provisions of Section 3.2 2.01 of the above-referenced Custodial captioned Pooling Agreement (the "Pooling Agreement"), the undersigned, as Custodian, hereby certifies that it has received all of the items listed in Section 3.1 of the Custodial Agreement with respect to for each Mortgage Loan identified on listed in the Mortgage Loan Schedule (the "other than any Mortgage Loan Schedulelisted in the attached schedule), it has received the original Mortgage Note, endorsed either (A) in blank or (B) in the following form: ") attached hereto Pay to the order of Deutsche Bank National Trust Company, as Trustee under the Pooling Agreement, dated as of _______January 1, 199_2004, among Morgan Stanley Mortgage Capital Inc., Morgan Stanley ABS Capital I Inc. xxx Dxxxxxxx Bank National Trust Comxxxx, Mxxxxx Xtanley ABS Capital I Inc. Trust, Series 2004-SD1, without recoxxxx," xx xxxx respect to any lost Mortgage Note, an original Lost Note Affidavit, together with a copy of the related Mortgage Note. Based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and related to such Mortgage Loan. The Custodian confirms that the Mortgage Loan number has made no independent examination of any documents contained in each Mortgage File conforms to beyond the respective Mortgage Loan number listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Schedule. Any exceptions or deficiencies in a Mortgage File which are review specifically required by the Custodial Agreement to be reported are set forth in the Master Exception Report dated _________ , 199_ and made a part hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Pooling Agreement. Custodian further certifies that as to each Mortgage Loan, Custodian holds the Mortgage Loan in its name as custodian for the benefit of [the Depositor] [the Trustee], without written notice (a) of any adverse claims, liens or encumbrances, (b) that any Mortgage Loan was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Loan or other document in the Mortgage File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan by any other party. The Custodian makes no representations or warranties as to to: (i) the validity, legality, sufficiency, enforceability, enforceability or genuineness or prior recorded status of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectabilitycollectibility, insurability, perfection, priority, effectiveness or suitability of any such Mortgage Loan. Notwithstanding anything herein to the contrary, the Custodian confirms has made no determination and makes no representations as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as Noteholder or assignee thereof, in and to that it holds each Mortgage Loan Note or (ii) any assignment is in recordable form or sufficient to effect the assignment of and transfer to the other documents assignee thereof, under the Mortgage to which the assignment relates. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the related Mortgage File for the benefit of [the Depositor][the Trustee] and its transferees from time to timePooling Agreement. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans now and hereafter, from time to time, in its custody or control as agent and bailee for the [Depositor][the Trustee], if the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject to the continuing pledge and security interest granted by [Originator][Depositor] to [the Depositor][the Trustee] under the [Transfer Agreement] [Pooling and Servicing Agreement]. Upon repurchase or substitution of the Mortgage Loans to which this Trust Receipt and Certification relates and payment of the applicable repurchase price, the Mortgage Loans to which this Trust Receipt and Certification relates shall be returned and released by Custodian to [Depositor][the Trustee], and this Trust Receipt and Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------DEUTSCHE BANK NATIONAL TRUST COMPANY, as Custodian By: ------------------------------------------ Name: ------------------------------------- Title: ------------------------------------ EXHIBIT G MORTGAGE LOAN PURCHASE AGREEMENT [See Tab 2] EXHIBIT H EXHIBIT I [Reserved] EXHIBIT J FORM OF INVESTMENT LETTER _____________________, 20__ NameMorgan Stanley ABS Capital I Inc. 1585 Broadway New York, New York 10000 Xxxexxxxx: TitleMichelle Wilke Deuxxxxx Xxxx Xxxxxxxx Xxxxx Xxxxxxx, xs Trustee, 1700 Xxxx Xx. Xxdrew Place Santa Ana, California 92705 Attention: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] To: [Custodian] Truxx Xxxxxxxxxxxxxx - XX00X0 Re: Custodial AgreementMorgan Stanley ABS Capital I Inc. Trust 2004-SD1, dated Xxxxxxxe Pass-Through Certificates, Series 2004-SD1 Ladies and Gentlemen: In connection with our acquisition of the above Certificates we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as of May 1, 1997, by and among the Originators listed on Exhibit C thereto amended (collectively, the "OriginatorsAct"), Equicredit Corporation or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of Americathe Act and any such laws, (b) we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) either (i) we are not an employee benefit plan that is subject to Section 406 of the Employee Retirement Income Security Act of 1974, as Representative amended, or a plan or arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such acquisition or (ii) (except in the case of a Class R, Class X or Class P Certificate) we are an insurance company that is purchasing this certificate with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60") and the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60, (e) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the Certificates, any interest in the Certificates or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Certificates, any interest in the Certificates or any other similar security from, or otherwise approached or negotiated with respect to the Certificates, any interest in the Certificates or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in such manner with respect to the Certificates, (f) to the extent that the Certificate transferred is a Class X Certificate, we are a bankruptcy-remote entity and (g) we are a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the Certificates for our own account or for resale pursuant to Rule 144A and further, understand that such Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act. ANNEX 1 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A -------------------------------------------------------- [For Transferees Other Than Registered Investment Companies] The undersigned (the "RepresentativeBuyer") and hereby certifies as Servicer (follows to the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Corporation (collectively, parties listed in the "Depositors"), First Bank National Association, as Trustee (Rule 144A Transferee Certificate to which this certification relates with respect to the "Trustee") and BankBoston, N.A., as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans held by you as Custodian under the above-referenced Custodial Agreement, [_________], on behalf of [________], requests the release, and acknowledges receipt, of the following for the Mortgage Loan Certificates described below, for the reason indicatedtherein:
Appears in 1 contract
Samples: Pooling Agreement (Morgan Stanley Abs Capital I Inc Trust Series 2004-Sd1)
Gentlemen. In accordance with the provisions of Section SECTION 3.2 of the above-referenced Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received all of the items listed in Section SECTION 3.1 of the Custodial Agreement with respect to each Mortgage Loan Receivable identified on the Mortgage Loan Receivable Schedule (the "Mortgage Loan Receivable Schedule") attached hereto dated as of _______, 199_. Custodian confirms that the Mortgage Loan number in each Mortgage File conforms to the respective Mortgage Loan number listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Schedule. Any exceptions or deficiencies in a Mortgage File which are required by the Custodial Agreement to be reported are set forth in the Master Exception Report dated [_________ _____], 199_ and made a part hereof[_____]. The undersigned, as Custodian, confirms that the Receivable number in each Receivables File conforms to the respective Receivable number listed on the Receivable Schedule. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Agreement. Custodian further certifies that as to each Mortgage LoanReceivable, Custodian holds the Mortgage Loan Receivable in its name as custodian for the benefit of [the DepositorSeller] [the Trust] [the Indenture Trustee], without written notice (a) of any adverse claims, liens or encumbrances, (b) that any Mortgage Loan Receivable was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Loan Receivable or other document in the Mortgage Receivables File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan Receivable by any other party. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, genuineness or prior recorded status of any of the documents contained in each Mortgage Receivables File or the collectability, insurability, effectiveness or suitability of any Mortgage LoanReceivable. Custodian confirms that it holds each Mortgage Loan Receivable and the other documents in the related Mortgage Receivables File for the benefit of [the Depositor][the Seller][the Trust][the Indenture Trustee] and its transferees from time to time]. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans Receivables now and hereafter, from time to time, in its custody or control as agent and bailee for the [Depositor][the the Seller][the Trust][the Indenture Trustee], if the transfer of Mortgage Loans Receivables is deemed not to be an absolute transfer of such Mortgage LoansReceivables, subject to the continuing pledge and security interest granted by [Originator][DepositorOriginator][the Seller][the Trust] to [the Depositor][the Seller][the Trust][the Indenture Trustee] under the [Transfer Purchase Agreement] [Pooling Sale and Servicing AgreementAgreement][Indenture]. Upon repurchase or substitution of the Mortgage Loans Receivables to which this Trust Receipt and Custodian Certification relates and payment of the applicable repurchase price, the Mortgage Loans Receivables to which this Trust Receipt and Custodian Certification relates shall be returned and released by Custodian to [Depositor][the the Seller][the Trust][the Indenture Trustee], and this Trust Receipt and Custodian Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------, --------------------------- ------------------------- as Custodian By_______________________ By -------------------------------------- Name: Title: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] To: [Custodian] Re: Custodial Agreement, dated as of May 1, 1997, by and among the Originators listed on Exhibit C thereto (collectively, the "Originators"), Equicredit Corporation of America, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Corporation (collectively, the "Depositors"), First Bank National Association, as Trustee (the "Trustee") and BankBoston, N.A., as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans held by you as Custodian under the above-referenced Custodial Agreement, [_________], on behalf of [________], requests the release, and acknowledges receipt, of the following for the Mortgage Loan described below, for the reason indicated:
Appears in 1 contract
Samples: Custodial Agreement (Caterpillar Financial Funding Corp)
Gentlemen. In accordance with the provisions of Section 3.2 7.15 of the above-referenced Custodial AgreementIndenture, the undersigned, as CustodianTrustee, hereby certifies that it has received all of the items listed in Section 3.1 of the Custodial Agreement with respect that, as to each Mortgage Loan identified (other than any Mortgage Loan paid in full or listed on the attachment hereto) it has reviewed the Trustee Mortgage Loan File and has determined that, except as noted on the Schedule of Exceptions attached hereto: (i) all documents required to be included in the Trustee Mortgage Loan File (as set forth in the definition of "Mortgage Loan Schedule"Documents" in the Indenture) attached hereto are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; and (iii) based on examination by it, and only as to such documents, the information set forth on the schedule to the Indenture accurately reflects the information set forth in the Trustee Mortgage Loan File. The undersigned further certifies that the Trustee's review of each Trustee Mortgage Loan File included each of the procedures listed in Section 7.15(a) of the Indenture. Except as described herein, the Trustee has not made an independent examination of any documents contained in any Trustee Mortgage Loan File. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any documents contained in any Trustee Mortgage Loan File for any of the Mortgage Loans listed on the schedule to the Indenture, (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan or (iii) whether any Trustee Mortgage Loan File should include any flood insurance policy, any rider, addenda, surety or guaranty agreement, ,power of attorney, buy down agreement, assumption agreement, modification agreement, written assurance or substitution agreement. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Indenture. ----------------------------------, as Trustee By: ----------------------------- Its: ----------------------------- EXHIBIT A-2 FORM OF TRUSTEE'S FINAL CERTIFICATION [Date] [Name] [Address] [Address] Re: Indenture, dated as of _______, 199_. Custodian confirms that the Mortgage Loan number in each Mortgage File conforms to the respective Mortgage Loan number listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Schedule. Any exceptions or deficiencies in a Mortgage File which are required by the Custodial Agreement to be reported are set forth in the Master Exception Report dated _________ (the "Indenture"), 199_ between Union Planters Home Equity Corp. (the "Depositor") and made a part hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Agreement. Custodian further certifies that as to each Mortgage Loan, Custodian holds the Mortgage Loan in its name as custodian for the benefit of [the Depositor] [the Trustee], without written notice (a) of any adverse claims, liens or encumbrances, (b) that any Mortgage Loan was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Loan or other document in the Mortgage File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan by any other party. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loan. Custodian confirms that it holds each Mortgage Loan and the other documents in the related Mortgage File for the benefit of [the Depositor][the Trustee] and its transferees from time to time. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans now and hereafter, from time to time, in its custody or control as agent and bailee for the [Depositor][the Trustee], if the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject to the continuing pledge and security interest granted by [Originator][Depositor] to [the Depositor][the Trustee] under the [Transfer Agreement] [Pooling and Servicing Agreement]. Upon repurchase or substitution of the Mortgage Loans to which this Trust Receipt and Certification relates and payment of the applicable repurchase price, the Mortgage Loans to which this Trust Receipt and Certification relates shall be returned and released by Custodian to [Depositor][the Trustee], and this Trust Receipt and Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------, as Custodian By_______________________ Name: Title: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] To: [Custodian] Re: Custodial Agreement, dated as of May 1, 1997, by and among the Originators listed on Exhibit C thereto (collectively, the "Originators"), Equicredit Corporation of America, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Corporation (collectively, the "Depositors"), First Bank National Association, as Trustee (the "Trustee") and BankBoston, N.A., as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans held by you as Custodian under the above-referenced Custodial Agreement, [_________], on behalf of [________], requests the release, and acknowledges receipt, of the following for the Mortgage Loan described below, for the reason indicated:).
Appears in 1 contract
Samples: Union Planters Home Equity Corp
Gentlemen. In accordance with the provisions of Section 3.2 of the above-referenced Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received all of the items listed in Section 3.1 of the Custodial Agreement with respect to each Mortgage Loan identified on the Mortgage Loan Schedule (the "Mortgage Loan Schedule") attached hereto dated as of _______, 199_. Custodian confirms that the Mortgage Loan number in each Mortgage File conforms to the respective Mortgage Loan number listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Schedule. Any exceptions or deficiencies in a Mortgage File which are required by the Custodial Agreement to be reported are set forth in the Master Exception Report dated _________ , 199_ and made a part hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Agreement. Custodian further certifies that as to each Mortgage Loan, Custodian holds the Mortgage Loan in its name as custodian for the benefit of [the Depositor] [the Trustee], without written notice (a) of any adverse claims, liens or encumbrances, (b) that any Mortgage Loan was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Loan or other document in the Mortgage File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan by any other party. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loan. Custodian confirms that it holds each Mortgage Loan and the other documents in the related Mortgage File for the benefit of [the Depositor][the Trustee] and its transferees from time to time. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans now and hereafter, from time to time, in its custody or control as agent and bailee for the [Depositor][the Trustee], if the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject to the continuing pledge and security interest granted by [Originator][Depositor] to [the Depositor][the Trustee] under the [Transfer Agreement] [Pooling and Servicing Agreement]. Upon repurchase or substitution of the Mortgage Loans to which this Trust Receipt and Certification relates and payment of the applicable repurchase price, the Mortgage Loans to which this Trust Receipt and Certification relates shall be returned and released by Custodian to [Depositor][the Trustee], and this Trust Receipt and Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------, as Custodian By_______________________ Name: Title: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] To: [Custodian] Re: Custodial Agreement, dated as of May September 1, 1997, by and among the Originators listed on Exhibit C thereto (collectively, the "Originators"), Equicredit Corporation of America, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Corporation (collectively, the "Depositors"), First U.S. Bank National Association, as Trustee (the "Trustee") and BankBoston, N.A., as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans held by you as Custodian under the above-referenced Custodial Agreement, [_________], on behalf of [________], requests the release, and acknowledges receipt, of the following for the Mortgage Loan described below, for the reason indicated:
Appears in 1 contract
Gentlemen. In accordance with the provisions of Section SECTION 3.2 of the above-referenced Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received all of the items listed in Section SECTION 3.1 of the Custodial Agreement with respect to each Mortgage Loan Receivable identified on the Mortgage Loan Receivable Schedule (the "Mortgage Loan Receivable Schedule") attached hereto dated as of _______May 1, 199_1997. Custodian The undersigned, as Custodian, confirms that the Mortgage Loan Receivable number in each Mortgage Receivables File conforms to the respective Mortgage Loan Receivable number listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Receivable Schedule. Any exceptions or deficiencies in a Mortgage File which are required by the Custodial Agreement to be reported are set forth in the Master Exception Report dated _________ , 199_ and made a part hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Agreement. Custodian further certifies that as to each Mortgage LoanReceivable, Custodian holds the Mortgage Loan Receivable in its name as custodian for the benefit of [the DepositorSeller] [the Trust] [the Indenture Trustee], without written notice (a) of any adverse claims, liens or encumbrances, (b) that any Mortgage Loan Receivable was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Loan Receivable or other document in the Mortgage Receivables File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan Receivable by any other party. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, genuineness or prior recorded status of any of the documents contained in each Mortgage Receivables File or the collectability, insurability, effectiveness or suitability of any Mortgage LoanReceivable. Custodian confirms that it holds each Mortgage Loan Receivable and the other documents in the related Mortgage Receivables File for the benefit of [the Depositor][the Seller][the Trust][the Indenture Trustee] and its transferees from time to time]. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans Receivables now and hereafter, from time to time, in its custody or control as agent and bailee for the [Depositor][the the Seller][the Trust][the Indenture Trustee], if the transfer of Mortgage Loans Receivables is deemed not to be an absolute transfer of such Mortgage LoansReceivables, subject to the continuing pledge and security interest granted by [Originator][DepositorOriginator][the Seller][the Trust] to [the Depositor][the Seller][the Trust][the Indenture Trustee] under the [Transfer Purchase Agreement] [Pooling Sale and Servicing AgreementAgreement][Indenture]. Upon repurchase or substitution of the Mortgage Loans Receivables to which this Trust Receipt and Custodian Certification relates and payment of the applicable repurchase price, the Mortgage Loans Receivables to which this Trust Receipt and Custodian Certification relates shall be returned and released by Custodian to [Depositor][the the Seller][the Trust][the Indenture Trustee], and this Trust Receipt and Custodian Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------________________________ ________________, as Custodian By_______________________ Name: Title: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] To: [Custodian] Re: Custodial Agreement, dated as of May 1, 1997, by and among the Originators listed on Exhibit C thereto Caterpillar Financial Services Corporation (collectively, the "OriginatorsOriginator"), Equicredit Corporation of AmericaCaterpillar Financial Services Corporation, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Caterpillar Financial Funding Corporation (collectively, the "DepositorsSeller"), Caterpillar Financial Asset Trust 1997-A (the "Trust"), The First National Bank National Associationof Chicago, as Indenture Trustee (the "Indenture Trustee") and BankBoston, N.A.The First National Bank of Chicago, as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans Receivables held by you as Custodian under the above-referenced Custodial Agreement, [_________], on behalf of [________], requests the release, and acknowledges receipt, of the following for the Mortgage Loan Receivable described below, for the reason indicated:
Appears in 1 contract
Samples: Custodial Agreement (Caterpillar Financial Funding Corp)
Gentlemen. In accordance with the provisions of Section 3.2 of the above-referenced Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received all of the items listed in Section 3.1 of the Custodial Agreement with respect to each Mortgage Loan identified on the Mortgage Loan Schedule (the "Mortgage Loan Schedule") attached hereto dated as of _____March __, 199_1997. Custodian confirms that the Mortgage Loan number in each Mortgage File conforms to the respective Mortgage Loan number listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Schedule. Any exceptions or deficiencies in a Mortgage File which are required by the Custodial Agreement to be reported are set forth in the Master Exception Report dated March _________ , 199_ 1997 and made a part hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Agreement. Custodian further certifies that as to each Mortgage Loan, Custodian holds the Mortgage Loan in its name as custodian for the benefit of [the Depositor] [the Trustee], without written notice (a) of any adverse claims, liens or encumbrances, (b) that any Mortgage Loan was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Loan or other document in the Mortgage File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan by any other party. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loan. Custodian confirms that it holds each Mortgage Loan and the other documents in the related Mortgage File for the benefit of [the Depositor][the Trustee] and its transferees from time to time. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans now and hereafter, from time to time, in its custody or control as agent and bailee for the [Depositor][the Trustee], if the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject to the continuing pledge and security interest granted by [Originator][Depositor] to [the Depositor][the Trustee] under the [Transfer Agreement] [Pooling and Servicing Agreement]. Upon repurchase or substitution of the Mortgage Loans to which this Trust Receipt and Certification relates and payment of the applicable repurchase price, the Mortgage Loans to which this Trust Receipt and Certification relates shall be returned and released by Custodian to [Depositor][the Trustee], and this Trust Receipt and Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------, as Custodian By_______________________ Name: Title: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] To: [Custodian] Re: Custodial Agreement, dated as of May March 1, 1997, by and among the Originators listed on Exhibit C thereto (collectively, the "Originators"), Equicredit Corporation of America, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Corporation (collectively, the "Depositors"), First Bank National Association, as Trustee (the "Trustee") and BankBoston, N.A.The First National Bank of Boston, as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans held by you as Custodian under the above-referenced Custodial Agreement, [_________], on behalf of [________], requests the release, and acknowledges receipt, of the following for the Mortgage Loan described below, for the reason indicated:
Appears in 1 contract
Gentlemen. In accordance with the provisions of Section SECTION 3.2 of the above-referenced Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received all of the items listed in Section SECTION 3.1 of the Custodial Agreement with respect to each Mortgage Loan Receivable identified on the Mortgage Loan Receivable Schedule (the "Mortgage Loan Receivable Schedule") attached hereto dated as of _______November 1, 199_1997. Custodian The undersigned, as Custodian, confirms that the Mortgage Loan Receivable number in each Mortgage Receivables File conforms to the respective Mortgage Loan Receivable number listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Receivable Schedule. Any exceptions or deficiencies in a Mortgage File which are required by the Custodial Agreement to be reported are set forth in the Master Exception Report dated _________ , 199_ and made a part hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Agreement. Custodian further certifies that as to each Mortgage LoanReceivable, Custodian holds the Mortgage Loan Receivable in its name as custodian for the benefit of [the DepositorSeller] [the Trust] [the Indenture Trustee], without written notice (a) of any adverse claims, liens or encumbrances, (b) that any Mortgage Loan Receivable was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Loan Receivable or other document in the Mortgage Receivables File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan Receivable by any other party. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, genuineness or prior recorded status of any of the documents contained in each Mortgage Receivables File or the collectability, insurability, effectiveness or suitability of any Mortgage LoanReceivable. Custodian confirms that it holds each Mortgage Loan Receivable and the other documents in the related Mortgage Receivables File for the benefit of [the Depositor][the Seller][the Trust][the Indenture Trustee] and its transferees from time to time. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans now and hereafter, from time to time, in its custody or control as agent and bailee for the [Depositor][the Trustee], if the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject to the continuing pledge and security interest granted by [Originator][Depositor] to [the Depositor][the Trustee] under the [Transfer Agreement] [Pooling and Servicing Agreement]. Upon repurchase or substitution of the Mortgage Loans Receivables to which this Trust Receipt and Custodian Certification relates and payment of the applicable repurchase price, the Mortgage Loans Receivables to which this Trust Receipt and Custodian Certification relates shall be returned and released by Custodian to [Depositor][the Trustee]the Person paying such repurchase price, and this Trust Receipt and Custodian Certification shall be and be deemed to be canceled by Custodian and of no force and effect. ------------------------ ----------------, ---------------- as Custodian By_______________________ By ----------------------- Name: Title: EXHIBIT B REQUEST FOR RELEASE OF DOCUMENTS [DATE] To: [Custodian] Re: Custodial Agreement, dated as of May November 1, 1997, by and among the Originators listed on Exhibit C thereto Caterpillar Financial Services Corporation (collectively, the "OriginatorsOriginator"), Equicredit Corporation of AmericaCaterpillar Financial Services Corporation, as Representative (the "Representative") and as Servicer (the "Servicer"), EQCC Receivables Corporation and EQCC Asset Backed Caterpillar Financial Funding Corporation (collectively, the "DepositorsSeller"), Caterpillar Financial Asset Trust 1997-B (the "Trust"), The First National Bank National Associationof Chicago, as Indenture Trustee (the "Indenture Trustee") and BankBoston, N.A.The First National Bank of Chicago, as Custodian (the "Custodian") In connection with the administration of the Mortgage Loans Receivables held by you as Custodian under the above-referenced Custodial Agreement, [_________], on behalf of [________], requests the release, and acknowledges receipt, of the following for the Mortgage Loan Receivable described below, for the reason indicated:
Appears in 1 contract
Samples: Custodial Agreement (Caterpillar Financial Funding Corp)
