FORM OF UNDERWRITING AGREEMENT (NOTES/ITERATIVE)Underwriting Agreement • November 23rd, 2011 • Phoenix Residential Securities, LLC • Asset-backed securities • New York
PHOENIX RESIDENTIAL SECURITIES, LLC, Depositor, Master Servicer, and Trustee FORM OF POOLING AND SERVICING AGREEMENT Dated as of [ ] 1, 20[ ] Mortgage- Backed Pass-Through Certificates Series 20[ ]-[ABC][ ]Pooling and Servicing Agreement • February 7th, 2012 • Phoenix Residential Securities, LLC • Asset-backed securities • New York
This Pooling and Servicing Agreement, effective as of [ ] 1, 20[ ], among PHOENIX RESIDENTIAL SECURITIES, LLC, as the depositor (together with its permitted successors and assigns, the “Depositor”), [ ], as master servicer (together with its permitted successors and assigns, the “Master Servicer”), and [ ], a banking association organized under the laws of the United States, as trustee [and supplemental interest trust trustee] (together with its permitted successors and assigns, the “Trustee” [and the “Supplemental Interest Trust Trustee,” respectively]).
PHOENIX RESIDENTIAL SECURITIES, LLC, as Depositor and as Owner Trustee TRUST AGREEMENT Dated as of PRS SERIES 20[__]-[__] TRUST Mortgage-Backed Certificates, Series [ ]-[ ]Trust Agreement • February 7th, 2012 • Phoenix Residential Securities, LLC • Asset-backed securities • Delaware
This trust agreement, dated as of (as amended from time to time, the “Trust Agreement”), is between Phoenix Residential Securities, LLC, a Delaware limited liability company, as depositor (the “Depositor”), and , a banking corporation, as owner trustee (the “Owner Trustee”).
LIMITED LIABILITY COMPANY AGREEMENT OF PHOENIX RESIDENTIAL SECURITIES, LLCLimited Liability Company Agreement • August 24th, 2011 • Phoenix Residential Securities, LLC • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Phoenix Residential Securities, LLC (the “Company”), dated and effective as of July 29, 2011, is entered into by GMAC Residential Holding Company, LLC, as the sole member (the “Member”).
PRS SERIES 20[__]-[__] TRUST, Issuer, and Indenture Trustee INDENTURE Dated as of [__________], 20[__] PRS MORTGAGE-BACKED NOTESIndenture • November 23rd, 2011 • Phoenix Residential Securities, LLC • Asset-backed securities • New York
This Indenture, dated as of [__________], 20[__], is between PRS Series 20[__]-[__] Trust, a Delaware statutory trust, as issuer (the “Issuer”), and [________________], as indenture trustee (the “Indenture Trustee”).
PHOENIX RESIDENTIAL SECURITIES, LLC, as Purchaser, as Seller and Servicer, as Seller, PRS SERIES 20[__]-[__] TRUST, as Issuer, and as Indenture Trustee MORTGAGE LOAN PURCHASE AGREEMENT Dated as of [______], 20[__]Mortgage Loan Purchase Agreement • August 24th, 2011 • Phoenix Residential Securities, LLC • New York
This Mortgage Loan Purchase Agreement (the “Agreement”), dated as of [_______], 20[__], is made among [_______________] (“[___]” or the “Servicer”), [_______], as seller (“[_______]” or the “Seller” and together with [___], the “Sellers”), Phoenix Residential Securities, LLC, as purchaser (the “Purchaser”), PRS Series 20[__]-[__] Trust, as issuer (the “Issuer”), and [_______], as indenture trustee (the “Indenture Trustee”).
PHOENIX RESIDENTIAL SECURITIES, LLC, Company, [______________], Master Servicer, and Trustee SERIES SUPPLEMENT, Dated as of [_______], 201[_], TO STANDARD TERMS OF POOLING AND SERVICING AGREEMENT dated as of [_______], 201[_] Mortgage-Backed...Master Servicing Agreement • November 23rd, 2011 • Phoenix Residential Securities, LLC • Asset-backed securities • New York
This is a Series Supplement, dated as of [_____], 201[_] (the “Series Supplement”), to the Standard Terms of Pooling and Servicing Agreement, dated as of [_____], 201[_] and attached as Exhibit Four hereto (the “Standard Terms” and, together with this Series Supplement, the “Pooling and Servicing Agreement” or “Agreement”), among PHOENIX RESIDENTIAL SECURITIES, LLC, as the company (together with its permitted successors and assigns, the “Company”), [______________], as master servicer (together with its permitted successors and assigns, the “Master Servicer”), and [__________], as Trustee (together with its permitted successors and assigns, the “Trustee”).
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 24th, 2011 • Phoenix Residential Securities, LLC
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of [________] [__], 20[___], between [______________________], a [______] [corporation][limited liability company] (“[____]”) and Phoenix Residential Securities, LLC, a Delaware limited liability company (the “Company”).
PHOENIX RESIDENTIAL SECURITIES, LLC, as Depositor and as Owner Trustee TRUST AGREEMENT Dated as of ________________ PRS SERIES 20[__]-[__] TRUST Mortgage- Backed Certificates, Series [ ]-[ ]Trust Agreement • August 24th, 2011 • Phoenix Residential Securities, LLC • Delaware
This trust agreement, dated as of ________________ (as amended from time to time, the “Trust Agreement”), is between Phoenix Residential Securities, LLC, a Delaware limited liability company, as depositor (the “Depositor”), and ________________, a ________________ banking corporation, as owner trustee (the “Owner Trustee”).
as Servicer, PRS SERIES 20[__]-[__] TRUST, as Issuer and [_____________] as Indenture Trustee SERVICING AGREEMENT Dated as of [______], 20[__] _________________________Servicing Agreement • August 24th, 2011 • Phoenix Residential Securities, LLC • New York
This Servicing Agreement, dated as of [______], 20[__] (the “Agreement”), is among [_____________], as servicer (the “Servicer”), the PRS Series 20[__]-[__] Trust, as issuer (the “Issuer”), and [_____________], as indenture trustee (the “Indenture Trustee”).
FORM OF UNDERWRITING AGREEMENT (CERTIFICATES/NON-ITERATIVE)Underwriting Agreement • August 24th, 2011 • Phoenix Residential Securities, LLC • New York
PHOENIX RESIDENTIAL SECURITIES, LLC, Company, Master Servicer, and Trustee SERIES SUPPLEMENT, Dated as of [ ], 201[ ], TO STANDARD TERMS OF POOLING AND SERVICING AGREEMENT dated as of [ ], 201[ ] Mortgage-Backed Pass-Through Certificates Series 201[_]-[ ]Pooling and Servicing Agreement • February 7th, 2012 • Phoenix Residential Securities, LLC • Asset-backed securities • New York
This is a Series Supplement, dated as of [ ], 201[_] (the “Series Supplement”), to the Standard Terms of Pooling and Servicing Agreement, dated as of [ ], 201[_] and attached as Exhibit Four hereto (the “Standard Terms” and, together with this Series Supplement, the “Pooling and Servicing Agreement” or “Agreement”), among PHOENIX RESIDENTIAL SECURITIES, LLC, as the company (together with its permitted successors and assigns, the “Company”), [ ], as master servicer (together with its permitted successors and assigns, the “Master Servicer”), and [ ], as Trustee (together with its permitted successors and assigns, the “Trustee”).
