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Title: |
Pooling and Servicing Agreement |
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Entities: |
Freddie Mac; McGraw-Hill Companies Inc.; Peoples Choice Home Loan Securities Corp; Federal National Mortgage Association; International Swaps & Derivatives Association, Inc. |
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Date: |
2006 |
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Size: |
Preview shows 56KB of 681KB total |
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Price: |
$99 |
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ID: |
#2397019 |
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PEOPLES CHOICE HOME LOAN SECURITIES CORP.
Depositor
[WELLS FARGO BANK, NATIONAL ASSOCIATION]
Master Servicer and Securities Administrator
[ ]
Trustee
[ ]
Servicer
PEOPLES CHOICE HOME LOAN, INC.
Seller and Subservicer
POOLING AND SERVICING AGREEMENT
Dated as of [ , 20 ]
Peoples Financial Realty Mortgage Securities Trust, Series [20 - ]
Mortgage Pass-Through Certificates, Series [20 - ]
TABLE OF CONTENTS
| ARTICLE I DEFINITIONS | ||||
| SECTION 1.01 | Defined Terms. | 3 | ||
| ARTICLE II | ||||
| CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES | ||||
| SECTION 2.01 | Conveyance of the Mortgage Loans. | 60 | ||
| SECTION 2.02 | Acceptance of REMIC I by Trustee. | 61 | ||
| SECTION 2.03 | Repurchase or Substitution of Mortgage Loans. | 61 | ||
| SECTION 2.04 | Representations and Warranties of the Master Servicer. | 64 | ||
| SECTION 2.05 | Representations and Warranties Concerning the Depositor. | 65 | ||
| SECTION 2.06 | Issuance of the REMIC I Regular Interests and the Class R-I Interest. | 66 | ||
| SECTION 2.07 | Conveyance of the REMIC I Regular Interests; Acceptance of REMIC I and REMIC II by the Trustee. | 66 | ||
| SECTION 2.08 | Issuance of Class R Certificates. | 67 | ||
| SECTION 2.09 | Establishment of the Trust. | 67 | ||
| ARTICLE III | ||||
| ADMINISTRATION AND SERVICING OF MORTGAGE LOANS | ||||
| SECTION 3.01 | Master Servicer. | 67 | ||
| SECTION 3.02 | Master Servicer Oversight of Specified Subservicer Actions. | 68 | ||
| SECTION 3.03 | REMIC-Related Covenants. | 69 | ||
| SECTION 3.04 | Monitoring of Servicer. | 70 | ||
| SECTION 3.05 | Power to Act; Procedures. | 71 | ||
| SECTION 3.06 | Fidelity Bond. | 72 | ||
| SECTION 3.07 | Due-on-Sale Clauses; Assumption Agreements. | 72 | ||
| SECTION 3.08 | Release of Mortgage Files. | 72 | ||
| SECTION 3.09 | Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee. | 73 | ||
| SECTION 3.10 | Standard Hazard Insurance and Flood Insurance Policies. | 74 | ||
| SECTION 3.11 | Presentment of Claims and Collection of Proceeds. | 75 | ||
| SECTION 3.12 | Maintenance of the Primary Mortgage Insurance Policies. | 75 | ||
| SECTION 3.13 | Trustee to Retain Possession of Certain Insurance Policies and Documents. | 76 | ||
| SECTION 3.14 | Realization Upon Defaulted Mortgage Loans. | 76 | ||
| SECTION 3.15 | Compensation for the Master Servicer. | 76 | ||
| SECTION 3.16 | REO Property. | 77 | ||
| SECTION 3.17 | Prepayment Charges. | 77 | ||
| SECTION 3.18 | Assumption of Role of Servicer by Subservicer. | 78 | ||
| SECTION 3.19 | UCC. | 78 | ||
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| SECTION 3.20 | Optional Purchase of Mortgage Loans. | 78 | ||
| SECTION 3.21 | P&I Advances. | 79 | ||
| SECTION 3.22 | Compensating Interest Payments. | 79 | ||
| ARTICLE IV | ||||
| ACCOUNTS | ||||
| SECTION 4.01 | Custodial Accounts. | 79 | ||
| SECTION 4.02 | [Reserved]. | 81 | ||
| SECTION 4.03 | Collection Account. | 81 | ||
| SECTION 4.04 | Distribution Account. | 81 | ||
| SECTION 4.05 | Permitted Withdrawals and Transfers from the Distribution Account. | 83 | ||
| SECTION 4.06 | Reserve Fund. | 85 | ||
| ARTICLE V | ||||
| DISTRIBUTIONS TO CERTIFICATEHOLDERS | ||||
| SECTION 5.01 | Distributions. | 86 | ||
| SECTION 5.02 | Statements to Certificateholders. | 94 | ||
| SECTION 5.03 | P&I Advances. | 97 | ||
| SECTION 5.04 | Allocation of Realized Losses. | 97 | ||
| SECTION 5.05 | Compliance with Withholding Requirements. | 99 | ||
| ARTICLE VI | ||||
| THE CERTIFICATES | ||||
| SECTION 6.01 | The Certificates. | 99 | ||
| SECTION 6.02 | Registration of Transfer and Exchange of Certificates. | 102 | ||
| SECTION 6.03 | Mutilated, Destroyed, Lost or Stolen Certificates. | 107 | ||
| SECTION 6.04 | Persons Deemed Owners. | 107 | ||
| SECTION 6.05 | Certain Available Information. | 108 | ||
| ARTICLE VII | ||||
| THE DEPOSITOR AND THE MASTER SERVICER | ||||
| SECTION 7.01 | Liability of the Depositor and the Master Servicer. | 108 | ||
| SECTION 7.02 | Merger or Consolidation of the Depositor or the Master Servicer. | 109 | ||
| SECTION 7.03 | Limitation on Liability of the Depositor, the Master Servicer and Others. | 109 | ||
| SECTION 7.04 | Limitation on Resignation of the Master Servicer. | 110 | ||
| SECTION 7.05 | Assignment of Master Servicing. | 110 | ||
| SECTION 7.06 | Rights of the Depositor in Respect of the Master Servicer. | 111 | ||
| ARTICLE VIII | ||||
| DEFAULT | ||||
| SECTION 8.01 | Events of Default. | 112 | ||
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| SECTION 8.02 | Trustee to Act; Appointment of Successor. | 113 | ||
| SECTION 8.03 | Notification to Certificateholders. | 115 | ||
| SECTION 8.04 | Waiver of Event of Default. | 115 | ||
| ARTICLE IX | ||||
| CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR | ||||
| SECTION 9.01 | Duties of Trustee and Securities Administrator. | 116 | ||
| SECTION 9.02 | Certain Matters Affecting Trustee and Securities Administrator. | 117 | ||
| SECTION 9.03 | Trustee and Securities Administrator not Liable for Certificates or Mortgage Loans. | 119 | ||
| SECTION 9.04 | Trustee and Securities Administrator May Own Certificates. | 119 | ||
| SECTION 9.05 | Fees and Expenses of Trustee and Securities Administrator. | 120 | ||
| SECTION 9.06 | Eligibility Requirements for Trustee and Securities Administrator. | 120 | ||
| SECTION 9.07 | Resignation and Removal of Trustee and Securities Administrator. | 121 | ||
| SECTION 9.08 | Successor Trustee or Securities Administrator. | 122 | ||
| SECTION 9.09 | Merger or Consolidation of Trustee or Securities Administrator. | 123 | ||
| SECTION 9.10 | Appointment of Co-Trustee or Separate Trustee. | 123 | ||
| SECTION 9.11 | Appointment of Office or Agency. | 124 | ||
| SECTION 9.12 | Representations and Warranties. | 124 | ||
| ARTICLE X | ||||
| TERMINATION | ||||
| SECTION 10.01 | Termination Upon Repurchase or Liquidation of All Mortgage Loans. | 125 | ||
| SECTION 10.02 | Additional Termination Requirements. | 127 | ||
| ARTICLE XI | ||||
| REMIC PROVISIONS | ||||
| SECTION 11.01 | REMIC Administration. | 128 | ||
| SECTION 11.02 | Prohibited Transactions and Activities. | 130 | ||
| SECTION 11.03 | Indemnification. | 131 | ||
| ARTICLE XII | ||||
| EXCHANGE ACT REPORTING | ||||
| SECTION 12.01 | Reporting on Form 10-D. | 131 | ||
| SECTION 12.02 | Reporting on Form 10-K. | 132 | ||
| SECTION 12.03 | Reporting on Form 8-K. | 134 | ||
| SECTION 12.04 | De-Listing; Amendments and Late Filing. | 135 | ||
| SECTION 12.05 | Annual Statement of Compliance. | 136 | ||
| SECTION 12.06 | Annual Assessment of Compliance. | 136 | ||
| SECTION 12.07 | Annual Attestation Report. | 137 | ||
| SECTION 12.08 | Annual Sarbanes-Oxley Certification. | 138 | ||
| SECTION 12.09 | Notices under this Article VII. | 139 | ||
| SECTION 12.10 | Additional Information. | 139 | ||
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| SECTION 12.11 | Intention of the Parties and Interpretation. | 139 | ||
| SECTION 12.12 | Indemnification. | 139 | ||
| ARTICLE XIII | ||||
| MISCELLANEOUS PROVISIONS | ||||
| SECTION 13.01 | Amendment. | 140 | ||
| SECTION 13.02 | Recordation of Agreement; Counterparts. | 142 | ||
| SECTION 13.03 | Limitation on Rights of Certificateholders. | 142 | ||
| SECTION 13.04 | Governing Law. | 143 | ||
| SECTION 13.05 | Notices. | 143 | ||
| SECTION 13.06 | Severability of Provisions. | 143 | ||
| SECTION 13.07 | Notice to Rating Agencies. | 143 | ||
| SECTION 13.08 | Article and Section References. | 144 | ||
| SECTION 13.09 | Grant of Security Interest. | 144 | ||
| SECTION 13.10 | Survival of Indemnification. | 145 | ||
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Exhibits |
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| Exhibit A-1 | Form of Class [A ] Certificate | |||
| Exhibit A-2 | Form of Class [M ] Certificate | |||
| Exhibit A-3 | Form of Class B Certificate | |||
| Exhibit A-4 | Form of Class C Certificate | |||
| Exhibit A-5 | Form of Class P Certificate | |||
| Exhibit A-6 | Form of Class R Certificate | |||
| Exhibit B-1 | Form of Transferor Representation Letter and Form of Transferee Representation Letter in Connection with Transfer of Certificates Pursuant to Rule 144A Under the Securities Act | |||
| Exhibit B-2 | Form of Transferor Representation Letter and Form of Transferee Representation Letter in Connection with Transfer of Certificates Pursuant to Rule 501(a) Under the Securities Act | |||
| Exhibit B-3 | Form of Transfer Affidavit and Agreement and Form of Transferor Affidavit in Connection with Transfer of Class R Certificates | |||
| Exhibit C | Custodial Agreement | |||
| Exhibit D | Mortgage Loan Purchase Agreement | |||
| Exhibit E | Servicing Agreement | |||
| Exhibit F | Additional Form 10-D Disclosure | |||
| Exhibit G | Additional Form 10-K Disclosure | |||
| Exhibit H | Form 8-K Disclosure Information | |||
| Exhibit I | Additional Disclosure Notification | |||
| Exhibit J | Form of Annual Certification | |||
| Exhibit K | Relevant Servicing Criteria | |||
| Schedule 1 | Mortgage Loan Schedule | |||
| Schedule 2 | Prepayment Charge Schedule |
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This Pooling and Servicing Agreement, is dated and effective as of [ ], among Peoples Choice Home Loan Securities Corp., as depositor (the Depositor), [Wells Fargo Bank, National Association], as master servicer and securities administrator (the Master Servicer and the Securities Administrator, respectively), [ ], as trustee (the Trustee), [ ], as servicer (the Servicer), Peoples Choice Home Loan, Inc., as subservicer and as seller (the Subservicer and the Seller, respectively).
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