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Document Preview Custodial Agreement |
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Title: |
Custodial Agreement |
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Entities: |
Freddie Mac; Morgan Stanley Dean Witter; Federal National Mortgage Association; Bank of New York; American Home Mortgage Corp.; Deutsche Bank National Trust Company; MS & Co.; American Home Mortgage Holdings Inc |
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Date: |
2003 |
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Size: |
Preview shows 6KB of 67KB total |
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Price: |
$39 |
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ID: |
#164748 |
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CUSTODIAL AGREEMENT
CUSTODIAL AGREEMENT (this "Custodial Agreement") dated as of August
2, 2002, made by and among:
(i) AMERICAN HOME MORTGAGE CORP., a New York corporation, as
borrower, (the "Borrower");
(ii) DEUTSCHE BANK NATIONAL TRUST COMPANY, as custodian for the
Lender pursuant to this Custodial Agreement referred to below
(in such capacity, the "Custodian"); and
(iii) MORGAN STANLEY BANK (the "Lender").
RECITALS
The Borrower and the Lender are parties to the Master Loan and
Security Agreement, dated as of the date hereof (as amended, supplemented or
otherwise modified and in effect from time to time, the "Loan Agreement"),
pursuant to which the Lender has agreed, subject to the terms and conditions of
the Loan Agreement, to make revolving credit loans to the Borrower to finance
Eligible Mortgage Loans (as defined therein) owned by the Borrower.
It is a condition precedent to the effectiveness of the Loan
Agreement that the parties hereto execute and deliver this Custodial Agreement
to provide for the appointment of the Custodian as custodian hereunder.
Accordingly, the parties hereto agree as follows:
SECTION 1. DEFINITIONS.
Unless otherwise defined herein, terms defined in the Loan Agreement
shall have their respective assigned meanings when used herein, and the
following terms shall have the following meanings:
"Affiliate" shall mean (i) with respect to the Lender, MS & Co. and
Morgan Stanley Dean Witter & Co., and (ii) with respect to any other Person, any
"affiliate" of such Person as such term is defined in the United States
Bankruptcy Code in effect from time to time.
"Agency" shall mean Fannie Mae or Freddie Mac.
"Agency Guide" shall mean, with respect to Fannie Mae securities,
the Fannie Mae Selling Guide and the Fannie Mae Servicing Guide, with respect to
Freddie Mac securities, the Freddie Mac Sellers' and Servicers' Guide, and with
respect to California Program securities, the applicable program manual and the
servicer's guide, in each case including all exhibits thereto, as such Agency
Guide may be amended, supplemented or otherwise modified from time to time."
"Agency Program" shall mean a specific mortgage backed securities
swap or purchase program under the relevant Agency Guide or as otherwise
approved by the Agency with respect to Mortgage Loans originated pursuant to the
Agency Guide.
"Assignment of Mortgage" means, with respect to any mortgage, an
assignment of the mortgage, notice of transfer or equivalent instrument in
recordable form, sufficient under the laws of the jurisdiction wherein the
related mortgaged property is located to reflect the assignment and pledge of
the mortgage.
"Authorized Representative" shall have the meaning specified in
Section 18 hereof.
"Business Day" shall mean any day other than (i) a Saturday or
Sunday or (ii) a day on which the New York Stock Exchange, the Federal Reserve
Bank of New York or the Custodian is authorized or obligated by law or executive
order to be closed.
"Collateral" shall have the meaning assigned thereto in the Loan
Agreement.
"Cooperative Corporation" shall mean the cooperative apartment
corporation that holds legal title to a Cooperative Project and grants occupancy
rights to units therein to stockholders through Proprietary Leases or similar
arrangements.
"Cooperative Mortgage Loan" shall mean a Mortgage Loan that is
secured by a first lien on a perfected security interest in Cooperative Shares
and the related Proprietary Lease granting exclusive rights to occupy the
related Cooperative Unit in the building owned by the related Cooperative
Corporation.
"Cooperative Project" shall mean all real property owned by a
Cooperative Corporation including the land, separate dwelling units and all
common elements.
"Cooperative Shares" shall mean the shares of stock issued by a
Cooperative Corporation and allocated to a Cooperative Unit and represented by a
stock certificate.
"Cooperative Unit" shall mean a specific unit in a Cooperative
Project.
"Custodial Agreement" shall mean this Agreement, as the same shall
be amended, supplemented or otherwise modified from time to time in accordance
with the terms hereof.
"Custodial Identification Certificate" shall mean the certificate
executed by the Borrowers in connection with the pledge of Eligible Mortgage
Loans to the Lender to be held by the Custodian pursuant to this Custodial
Agreement, a form of which is attached as Annex 3 hereto.
"Electronic Agent" shall have the meaning assigned to such term in
Section 2 of the Electronic Tracking Agreement.
"Electronic Tracking Agreement" shall mean the Electronic Tracking
Agreement, dated as of the date hereof, among the Borrowers, the Lender, the
Electronic Agent and MERS, as the same shall be amended, supplemented or
otherwise modified from time to time.
"Eligible Cooperative Mortgage Loan" shall mean a Cooperative
Mortgage Loan as to which the representations and warranties in Section 6.10 of
the Loan Agreement and the eligibility criteria set forth in Part I of Schedule
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