Pooling and Servicing Agmt. We are acquiring the Privately Offered Certificates for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Privately Offered Certificates, and we and any account for which we are acting are each able to bear the economic risk of such investment.
Pooling and Servicing Agmt. The Seller has advised the Depositor, the Trustee and the Master Servicer that it will transfer the servicing of the Mortgage Loans purchased under the Seller's Purchase, Warranties and Interim Servicing Agreement, dated as of January 1, 2004 between GreenPoint and GMAC and currently serviced by GreenPoint to GMAC on or about July 1, 2004 (the "GMAC Servicing Transfer Date") pursuant to a servicing agreement that will contain provisions for scheduled/scheduled servicing of such Mortgage Loans in accordance with customary securitization standards (including express provisions that prohibit GMAC from taking actions with respect to Mortgage Loans it is servicing that could cause an Adverse REMIC Event) and that are consistent with the provisions of this Agreement and providing for a Servicing Fee that is not greater than the Servicing Fee payable to GreenPoint. Not less than 10 Business Days prior to the GMAC Servicing Transfer Date, the Seller shall furnish the Depositor, the Trustee and the Master Servicer with an executed copy of such servicing agreement together with (i) one or more assignment agreements assigning the rights of the Seller thereunder to the Depositor, and from the Depositor to the Trustee, if applicable, and (ii) either (x) Rating Agency approval of such servicing transfer and servicing agreement or (y) a certificate of an authorized officer of the Seller to the effect that the servicing agreement satisfies the requirements of this Agreement. Neither the Trustee nor the Master Servicer shall have any responsibility for determining whether such servicing agreement complies with the provisions of this Agreement, and each of them may, in executing any such assignment agreement rely fully on the Rating Agency approval or Seller certification. In connection with any transfer of servicing (whether to GMAC, another initial Servicer, or otherwise), the Seller shall, at its cost and expense, take such steps, or cause the terminated Servicer to take such steps, as may be necessary or appropriate to effectuate and evidence the transfer of the servicing of the Mortgage Loans to such successor servicer, including, but not limited to, the following: (A) to the extent required by the terms of the Mortgage Loans and by applicable federal and state laws and regulations, the Seller shall cause the prior Servicer to timely mail to each obligor under a Mortgage Loan any required notices or disclosures describing the transfer of servicing of the Mortgage Loans...
Pooling and Servicing Agmt. You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Very truly yours, ____________________________________ [Purchaser] By: ________________________________ Name: Title: 150029 Sequoia 2005-3 Pooling and Servicing Agmt. EXHIBIT J FORM OF ERISA TRANSFER AFFIDAVIT STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) The undersigned, being first duly sworn, deposes and says as follows:
Pooling and Servicing Agmt any and all of the rights, powers, duties and obligations of the Trustee and the Securities Administrator conferred on them by such appointment, provided that each of the Trustee and the Securities Administrator shall continue to be responsible for its duties and obligations hereunder to the extent provided herein, and provided further that neither the Trustee nor the Securities Administrator shall be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by the Trustee or the Securities Administrator, as applicable;
Pooling and Servicing Agmt. If after the delivery of such new Certificate, a protected purchaser of the original Certificate in lieu of which such new Certificate was issued presents for payment such original Certificate, the Depositor, the Certificate Registrar and the Trustee or any agent shall be entitled to recover such new Certificate from the Person to whom it was delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred by the Depositor, the Certificate Registrar, the Trustee or any agent in connection therewith.
Pooling and Servicing Agmt themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:
Pooling and Servicing Agmt. If any Event of Default shall occur, the Trustee, upon becoming aware of the occurrence thereof, shall promptly notify the Securities Administrator and each Rating Agency of the nature and extent of such Event of Default. The Trustee or the Securities Administrator shall immediately give written notice to the Master Servicer upon the Master Servicer's failure to make Advances as required under this Agreement.
Pooling and Servicing Agmt. In addition, Depositor agrees, except as otherwise expressly provided herein, to reimburse the Master Servicer, upon its request, for all reasonable expenses, disbursements and advances incurred or made by the Master Servicer in connection with the performance of its duties hereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel), to the extent not otherwise reimbursed pursuant to this Agreement, except any such expense, disbursement or advance as may be attributable to its willful misfeasance, bad faith or negligence.
Pooling and Servicing Agmt. If any purported transferee shall become a registered Holder of a Residual Certificate in violation of the provisions of this Section 3.03(f), then upon receipt of written notice to the Trustee that the registration of transfer of such Residual Certificate was not in fact permitted by this Section 3.03(f), the last preceding Permitted Transferee shall be restored to all rights as Holder thereof retroactive to the date of such registration of transfer of such Residual Certificate. The Depositor, the Certificate Registrar and the Trustee shall be under no liability to any Person for any registration of transfer of a Residual Certificate that is in fact not permitted by this Section 3.03(f), or for the Paying Agent making any payment due on such Certificate to the registered Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered upon receipt of the affidavit described in the preceding paragraph of this Section 3.03(f).
Pooling and Servicing Agmt. Pool 1 Component: The Component of the Class X-A1 Certificates related to the Pool 1 Mortgage Loans.
