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Document Preview Unaffiliated Seller's Agreement |
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Title: |
Unaffiliated Seller's Agreement |
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Entities: |
Abfs Mort Loan Trust 2002-4 Mort Pass Thru Cert SER 2002-4; Credit Suisse First Boston Mortgage Securities Corp.; JPMorgan Chase Bank; Dewey Ballantine LLP |
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Date: |
2003 |
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Size: |
Preview shows 13KB of 145KB total |
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Price: |
$58 |
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ID: |
#1480066 |
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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Depositor,
ABFS 2002-4, INC.,
Unaffiliated Seller
and
AMERICAN BUSINESS CREDIT, INC.
HOMEAMERICAN CREDIT, INC., D/B/A UPLAND MORTGAGE, and
AMERICAN BUSINESS MORTGAGE SERVICES, INC.
Originators
---------------------------
UNAFFILIATED SELLER'S AGREEMENT
Dated as of December 1, 2002
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C> <C>
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.........................................................................1
ARTICLE II
PURCHASE, SALE AND CONVEYANCE OF MORTGAGE LOANS
Section 2.01. Agreement to Purchase the Initial Mortgage Loans....................................2
Section 2.02. Agreement to Purchase the Subsequent Mortgage Loans.................................3
Section 2.03. Purchase Price......................................................................3
Section 2.04. Conveyance of Mortgage Loans; Possession of Mortgage Files..........................4
Section 2.05. Delivery of Mortgage Loan Documents.................................................5
Section 2.06. Acceptance of Mortgage Loans........................................................6
Section 2.07. Sale of Mortgage Loans; Assignment of Agreement.....................................7
Section 2.08. Examination of Mortgage Files.......................................................8
Section 2.09. Books and Records...................................................................8
Section 2.10. Cost of Delivery and Recordation of Documents.......................................8
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.01. Representations and Warranties as to the Originators................................8
Section 3.02. Representations and Warranties as to the Unaffiliated Seller.......................10
Section 3.03. Representations and Warranties Relating to the Mortgage Loans......................12
Section 3.04. Representations and Warranties of the Depositor....................................21
Section 3.05. Repurchase Obligation for Defective Documentation and for Breach of a
Representation or Warranty......................................................22
Section 3.06. Limited Purpose and Corporate Separateness of the Unaffiliated Seller..............25
ARTICLE IV
THE UNAFFILIATED SELLER
Section 4.01. Covenants of the Originators and the Unaffiliated Seller...........................27
Section 4.02. Merger or Consolidation............................................................27
Section 4.03. Costs..............................................................................27
Section 4.04. Indemnification....................................................................28
</TABLE>
i
<PAGE>
ARTICLE V
CONDITIONS OF CLOSING
<TABLE>
<CAPTION>
<S> <C> <C>
Section 5.01. Conditions of Depositor's Obligations..............................................28
Section 5.02. Conditions of Unaffiliated Seller's Obligations....................................30
Section 5.03. Termination of Depositor's Obligations.............................................30
ARTICLE VI
MISCELLANEOUS
Section 6.01. Notices............................................................................31
Section 6.02. Severability of Provisions.........................................................31
Section 6.03. Agreement of Unaffiliated Seller...................................................31
Section 6.04. Survival...........................................................................31
Section 6.05. Effect of Headings and Table of Contents...........................................31
Section 6.06. Successors and Assigns.............................................................31
Section 6.07. Confirmation of Intent; Grant of Security Interest.................................32
Section 6.08. Miscellaneous......................................................................32
Section 6.09. Amendments.........................................................................32
Section 6.10. Third-Party Beneficiaries..........................................................33
Section 6.11. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.......................33
Section 6.12. Execution in Counterparts..........................................................34
Exhibit A - Mortgage Loan Schedule
</TABLE>
ii
<PAGE>
THIS UNAFFILIATED SELLER'S AGREEMENT, dated as of December 1, 2002, by
and among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., a Delaware
corporation, its successors and assigns (the "Depositor"), ABFS 2002-4, INC., a
Delaware corporation and its successors (the "Unaffiliated Seller"), AMERICAN
BUSINESS CREDIT, INC., a Pennsylvania corporation ("ABC"), HOMEAMERICAN CREDIT,
INC. D/B/A UPLAND MORTGAGE, a Pennsylvania corporation ("Upland"), and AMERICAN
BUSINESS MORTGAGE SERVICES, INC., a New Jersey corporation ("ABMS", and together
with ABC and Upland, the "Originators").
WHEREAS, Exhibit A attached hereto and made a part hereof lists certain
fixed rate business purpose and consumer purpose first and second lien mortgage
loans (the "Mortgage Loans") owned by the Originators that the Originators
desire to sell to the Unaffiliated Seller and the Unaffiliated Seller desires to
sell to the Depositor and that the Depositor desires to purchase; and
WHEREAS, it is the intention of the Originators, the Unaffiliated
Seller and the Depositor that simultaneously with the Originators' conveyance of
the Mortgage Loans to the Unaffiliated Seller and the Unaffiliated Seller's
conveyance of the Mortgage Loans to the Depositor on the Closing Date, (a) the
Depositor shall sell the Mortgage Loans to the ABFS Mortgage Loan Trust 2002-4
(the "Trust"), pursuant to a Pooling and Servicing Agreement to be dated as of
December 1, 2002 (the "Pooling and Servicing Agreement"), to be entered into by
and among the Depositor, as depositor, American Business Credit, Inc., as
servicer (in such capacity, the "Servicer") and JPMorgan Chase Bank, as trustee,
collateral agent and back-up servicer (in each such capacity, as applicable, the
"Trustee", the "Collateral Agent" and the "Back-up Servicer") and (b) the Trust
shall issue certificates evidencing beneficial ownership interests in the
property of the trust fund formed by the Pooling and Servicing Agreement to the
Depositor.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. Whenever used herein, the following words
and phrases, unless the context otherwise requires, shall have the meanings
specified in this Article I:
"Agreement" means this Unaffiliated Seller's Agreement, as amended or
supplemented in accordance with the provisions hereof.
"Prospectus" means the Prospectus dated September 20, 2002 relating to
the offering by the Depositor from time to time of its Mortgage Pass-Through
Certificates (Issuable in Series) in the form in which it was or will be filed
with the Commission pursuant to Rule 424(b) under the Securities Act with
respect to the offer and sale of the Certificates.
"Prospectus Supplement" means the Prospectus Supplement dated December
18, 2002, relating to the offering of the Certificates in the form in which it
was or will be filed with the Commission pursuant to Rule 424(b) under the
Securities Act with respect to the offer and sale of the Certificates.
"Registration Statement" means that certain registration statement on
Form S-3, as amended (Registration No. 333-77054) relating to the offering by
the Depositor from time to time of its Mortgage Pass-Through Certificates
(Issuable in Series) as heretofore declared effective by the Commission.
<PAGE>
"Securities Act" means the Securities Act of 1933, as amended.
"Termination Event" means the existence of any one or more of the
following conditions:
(a) a stop order suspending the effectiveness of the Registration
Statement shall have been issued or a proceeding for that purpose shall
have been initiated or threatened by the Commission; or
(b) subsequent to the execution and delivery of this Agreement, a
downgrading, or public notification of a possible change, without
indication of direction, shall have occurred in the rating afforded any of
the debt securities or claims paying ability of any person providing any
form of credit enhancement for any of the Certificates, by any "nationally
recognized statistical rating organization," as that term is defined by the
Commission for purposes of Rule 436(g)(2) under the Securities Act; or
(c) subsequent to the execution and delivery of this Agreement, there
shall have occurred an adverse change in the condition, financial or
otherwise, earnings, affairs, regulatory situation or business prospects of
the Unaffiliated Seller reasonably determined by the Depositor to be
material; or
(d) subsequent to the date of this Agreement there shall have occurred
any of the following: (i) a suspension or material limitation in trading in
securities substantially similar to the Certificates; (ii) a general
moratorium on commercial banking activities in the State of New York
declared by either Federal or New York State authorities; or (iii) the
engagement by the United States in hostilities, or the escalation of such
hostilities, or any calamity or crisis, if the effect of any such event
specified in this clause (iii) in the judgment of the Depositor makes it
impracticable or inadvisable to proceed with the public offering or the
delivery of the Certificates on the terms and in the manner contemplated in
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