Advances
146
EXHIBITS
EXHIBIT A-1
Form of Borrowing Notice (Advances and Reduction of Facility Amount)
EXHIBIT A-1-S
Form of Borrowing Notice (Swingline Funding Request)
EXHIBIT A-2
Form of Borrowing Notice (Reinvestments of Principal Collections)
EXHIBIT A-3
Form of Borrowing Base Certificate
EXHIBIT B-1
Form of Variable Funding Certificate (VFCC)
EXHIBIT B-2
Form of Variable Funding Certificate (Wachovia Bank, National Association)
EXHIBIT B-3
Form of Variable Funding Certificate (Additional Purchasers)
EXHIBIT C
Form of Monthly Report
EXHIBIT D
Form of Hedging Agreement (including Schedule and Confirmation)
EXHIBIT E-1
Form of Officer's Certificate to Solvency (CSE QRS Funding I LLC)
EXHIBIT E-2
Form of Officer's Certificate to Solvency (CSE Mortgage LLC)
EXHIBIT F-1
Form of Officer's Closing Certificate (CSE QRS Funding I LLC)
EXHIBIT F-2
Form of Officer's Closing Certificate (CSE Mortgage LLC)
EXHIBIT G-1
Form of Power of Attorney(CSE QRS Funding I LLC)
EXHIBIT G-2
Form of Power of Attorney(CSE Mortgage LLC)
EXHIBIT H
Form of Release of Required Asset Documents
EXHIBIT I
Form of Assignment of Mortgage
EXHIBIT J
Form of Servicer's Certificate
EXHIBIT K
Form of Transferee Letter
EXHIBIT L
Form of Assumption Agreement
EXHIBIT M
Form of Certificate of Outside Counsel
SCHEDULES
SCHEDULE I
Condition Precedent Documents
SCHEDULE II
List of Lock-Box Banks and Lock-Box Accounts
SCHEDULE III
Location of Required Asset Documents and Asset Files
SCHEDULE IV
Asset List
SCHEDULE V
[Reserved]
SCHEDULE VI
[Reserved]
SCHEDULE VII
Form of Senior B-Note Loan
SCHEDULE VIII
Form of Stretch Senior Secured Loan
v
SALE AND SERVICING AGREEMENT
THIS SALE AND SERVICING AGREEMENT (such agreement as amended, modified,
waived, supplemented, restated or replaced from time to time, the "Agreement")
is made as of this December 28, 2005, by and among:
(1) CSE QRS FUNDING I LLC, a Delaware limited liability company, as the
seller (together with its successors and assigns in such capacity, the
"Seller");
(2) CSE MORTGAGE LLC, a Delaware limited liability company ("CSE
Mortgage"), as the originator (together with its successors and assigns in such
capacity, the "Originator"), and as the servicer (together with its successors
and assigns in such capacity, the "Servicer");
(3) VARIABLE FUNDING CAPITAL COMPANY LLC, a Delaware limited liability
company, as a conduit purchaser (together with its successors and assigns in
such capacity, "VFCC");
(4) EACH OTHER COMMERCIAL PAPER CONDUIT FROM TIME TO TIME PARTY HERETO AS
AN ADDITIONAL PURCHASER (together with its successors and assigns in such
capacity, an "Additional Purchaser" and collectively with VFCC, the "Conduit
Purchasers");
(5) WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association
(together with its successors and assigns, "Wachovia"), as the swingline
purchaser (together with its successors and assigns in such capacity, the
"Swingline Purchaser" and collectively with the Conduit Purchasers, the
"Purchasers");
(6) WACHOVIA CAPITAL MARKETS, LLC, a Delaware limited liability company
(together with its successors and assigns, "WCM"), as the agent for VFCC
(together with its successors and assigns in such capacity, the "VFCC Agent")
and as the agent for the VFCC Agent and the Additional Agents (together with its
successors and assigns in such