-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BLDBslFUIJvT9BbRPo4j1wWC+xqnp4v+3jxqwVSas8/2pia/gMkmek0RBVyPpj7L lc0uJrvusb9NFGmSQkxf7A== 0000950149-02-001059.txt : 20020517 0000950149-02-001059.hdr.sgml : 20020517 20020517135808 ACCESSION NUMBER: 0000950149-02-001059 CONFORMED SUBMISSION TYPE: 305B2 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEQUOIA MORTGAGE FUNDING CORP CENTRAL INDEX KEY: 0001033146 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 911771827 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 305B2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-22681 FILM NUMBER: 02656006 BUSINESS ADDRESS: STREET 1: 591 REDWOOD HWY STREET 2: STE 3120 CITY: MILL VALLEY STATE: CA ZIP: 94941 BUSINESS PHONE: 4153811765 MAIL ADDRESS: STREET 1: 591 REDWOOD HIGHWAY STREET 2: STE 3120 CITY: MILL VALLEY STATE: CA ZIP: 94941 305B2 1 f81849e305b2.htm FORM T-1 e305b2
 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)

HSBC Bank USA

(Exact name of trustee as specified in its charter)
     
New York
(Jurisdiction of incorporation
or organization if not a U.S.
national bank)		   13-2774727
(I.R.S. Employer
Identification No.)
 
452 Fifth Avenue, New York, NY
(212) 525-5600
(Address of principal executive offices)		   10018-2706
(Zip Code)

Warren L. Tischler, SVP
HSBC Bank USA
452 Fifth Avenue
New York, New York 10018-2706
Tel: (212) 525-1311
(Name, address and telephone number of agent for service)

Sequoia Mortgage Trust 7

(Exact name of obligor as specified in its charter)
     
Delaware
(State or other jurisdiction
of incorporation or organization)		   N/A
(I.R.S. Employer
Identification No.)
 
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington DE 19890
(Address of principal executive offices)		    

Collateralized Mortgage Bonds
(Title of Indenture Securities)

 

 

General

Item 1. General Information.

     
          Furnish the following information as to the trustee:
 
(a)   Name and address of each examining or supervisory authority to which it is subject.
 
          State of New York Banking Department.
 
          Federal Deposit Insurance Corporation, Washington, D.C.
 
          Board of Governors of the Federal Reserve System, Washington, D.C.
 
(b)   Whether it is authorized to exercise corporate trust powers.
 
          Yes.

Item 2. Affiliations with Obligor.
               
         If the obligor is an affiliate of the trustee, describe each such affiliation.
 
         None

 

 

Item 16. List of Exhibits

             
Exhibit            
           
 
T1A(i)     (1)     Copy of the Organization Certificate of HSBC Bank USA.
 
T1A(ii)     (1)     Certificate of the State of New York Banking Department dated December 31, 1993 as to the authority of HSBC Bank USA to commence business as amended effective on March 29, 1999.
 
T1A(iii)         Not applicable.
 
T1A(iv)         Copy of the existing By-Laws of HSBC Bank USA as amended on April 11, 2002.
 
T1A(v)         Not applicable.
 
T1A(vi)
     (2)     Consent of HSBC Bank USA required by Section 321(b) of the Trust Indenture Act of 1939.
 
T1A(vii)         Copy of the latest report of condition of the trustee (December 31, 2001), published pursuant to law or the requirement of its supervisory or examining authority.
 
T1A(viii)         Not applicable.
 
T1A(ix)         Not applicable.

(1)   Exhibits previously filed with the Securities and Exchange Commission with Registration No. 022-22429 and incorporated herein by reference thereto.
 
(2)   Exhibit previously filed with the Securities and Exchange Commission with Registration No. 33-53693 and incorporated herein by reference thereto.

 

 

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, HSBC Bank USA, a banking corporation and trust company organized under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 16th day of May, 2002.
     
  HSBC BANK USA
 
 
  By:  /s/ Todd N. Niemy
 
  Todd N. Niemy
Vice President

  EX-4.T1A(IV) 3 f81849ex4-t1aiv.txt BY-LAWS EXHIBIT T1A (iv) BY-LAWS of HSBC BANK USA ARTICLE I STOCKHOLDERS' MEETINGS Section 1.1 ANNUAL MEETING. The annual meeting of the stockholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held in April each year at the office of the Bank, One HSBC Center, City of Buffalo, State of New York. Section 1.2 SPECIAL MEETINGS. Except as otherwise specifically provided by statute, special meetings of the stockholders may be called for any purpose at any time by the Board of Directors, the Chairman of the Board, the President, the Chief Executive Officer or the Secretary at such place and time and on such day as may be designated in the notice of meeting. Business transacted at all special meetings of stockholders shall be confined to the purposes stated in the notice of meeting. Section 1.3 QUORUM. The holders of a majority of the stock issued and outstanding, and entitled to vote thereat present in person or represented by proxy, shall constitute a quorum at all meetings of stockholders, unless otherwise provided by law. Section 1.4 VOTING. N.. At any meeting of the stockholders each stockholder may vote in person or by proxy duly authorized in writing. Each stockholder shall at every meeting of stockholders be entitled to one vote for each share of stock held by such stockholder. A majority of the votes cast shall decide every question or matter submitted to the stockholders at any meeting, unless otherwise provided by law or by the Organization Certificate. N.. Any action required to be taken at an annual or special meeting of stockholders may be taken without a meeting by written consent setting forth the action and signed by the holders of all of outstanding shares entitled to vote thereon. Section 1.5 NOTICE OF MEETING. Written notice of each meeting of stockholders stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called and the person or persons calling the meeting, shall be delivered personally or shall be mailed postage prepaid to each stockholder entitled to vote at such meeting, directed to the stockholder at his or her address as it appears on the records of the Bank, not less than ten or more than fifty days before the date of the meeting. ARTICLE II DIRECTORS Section 2.1 BOARD OF DIRECTORS. The Board of Directors (the "Board") shall have power to manage and administer the business and affairs of the Bank and, except as expressly limited by law, all corporate powers of the Bank shall be vested in and may be exercised by the Board unless such powers are required by statute, the Organization Certificate or these By-Laws to be exercised by the stockholders. Section 2.2 NUMBER AND TERM. The Board shall consist of not less than seven or more than thirty directors, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the entire Board or by resolution of the stockholders at any meeting of stockholders. Unless sooner removed or disqualified, each director shall hold office until the next annual meeting of the stockholders and until the director's successor has been elected and qualified. Section 2.3 ORGANIZATION MEETING. At its first meeting after each annual meeting of stockholders, the Board shall choose a Chairman of the Board, a President and a Chief Executive Officer from its own members and otherwise organize the new Board and appoint officers of the Bank for the succeeding year. Section 2.4 CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all meetings of the Board and of stockholders and perform such duties as shall be assigned from time to time by the Board. In the absence of the Chairman of the Executive Committee, the Chairman of the Board shall act as Chairman of the Executive Committee. Except as may be otherwise provided by the By-Laws or the Board, the Chairman of the Board shall be a member ex officio of all committees authorized by these By-Laws or the Board. The Chairman of the Board shall be kept informed by the executive officers about the affairs of the Bank. Section 2.5 REGULAR MEETINGS. The regular meetings of the Board shall be held each month at the time and location designated by the Board. No notice of a regular meeting shall be required if the meeting is held according to a schedule of regular meetings approved by the Board. Section 2.6 SPECIAL MEETINGS. Special meetings of the Board may be called by the Chairman of the Board, the President, the Chief Executive Officer or the Secretary or at the written request of any three or more directors. Each member of the Board shall be given notice stating the time and place of each such special meeting by telegram, telephone or similar electronic means or in person at least one day prior to such meeting, or by mail at least three days prior. Section 2.7 QUORUM. One third of the entire Board shall constitute a quorum at any meeting, except when otherwise provided by law. If a quorum is not present at any meeting, a majority of the directors present may adjourn the meeting, and the meeting may be held, as adjourned, without further notice provided that a quorum is then present. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, unless otherwise specifically provided by statute, the Organization Certificate or these By-Laws. Section 2.8 VACANCIES. When any vacancy occurs among the directors, the remaining members of the Board may appoint a director to fill each such vacancy at any regular meeting of the Board or at a special meeting called for that purpose. Any director so appointed shall hold office until the next annual meeting of the stockholders and until the director's successor has been elected and qualified, unless sooner displaced. Section 2.9 REMOVAL OF DIRECTORS. Any director may be removed either with or without cause, at any time, by a vote of the holders of a majority of the shares of the Bank at any meeting of stockholders called for that purpose. A director may be removed for cause by vote of a majority of the entire Board. Section 2.10 COMPENSATION OF DIRECTORS. The Board shall fix the amounts to be paid directors for their services as directors and for their attendance at the meetings of the Board or of committees or otherwise. No director who receives a salary from the Bank shall receive any fee for attending meetings of the Board or of any of its committees. Section 2.11 ACTION BY THE BOARD. Except as otherwise provided by law, corporate action to be taken by the Board shall mean such action at a meeting of the Board or the Executive Committee of the Board. Any one or more members of the Board of any committee may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. Section 2.12 WAIVER OF NOTICE. Notice of a meeting need not be given to any director who submits a signed waiver of notice before or after the meeting or who attends the meeting without protesting the lack of such notice prior to or at the commencement of the meeting. Section 2.13 ADVISORY AND REGIONAL BOARDS. The Board, the Chairman of the Board, the President, the Chief Executive Officer or any Regional President may establish Advisory Boards or Regional Boards and committees thereof for any one or more of the Bank's regions, offices, or departments and make or authorize appointments to be made thereto. Appointees to such boards and committees need not be stockholders, directors or officers of the Bank, and they shall have and perform only such functions as may be assigned to them by, shall serve at the pleasure of, and shall be compensated by fees fixed by the Board, the Chairman of the Board, the President, the Chief Executive Officer or the Regional President making the appointment. ARTICLE III COMMITTEES OF THE BOARD Section 3.1 EXECUTIVE COMMITTEE. N.. There shall be an Executive Committee which shall be composed of at least five members elected by the Board from among its members at its first meeting following the annual meeting of stockholders to serve for the ensuing year and shall include the Chairman of the Board, the President, the Chief Executive Officer and the Chairman of the Executive Committee, all of which offices may be held by one person. The Chairman of the Board may appoint one or more directors as alternate members to serve in place of any absent members of the Executive Committee. Any vacancy in the Executive Committee shall be filled by the Board, but until its next regular Board meeting may be filled temporarily by the Chairman of the Board. N.. The Executive Committee shall possess and exercise all of the powers of the Board except (I) when the latter is in session and (ii) as provided otherwise in the New York Banking Law. Section 3.2 CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Board shall appoint one of its members to be Chairman of the Executive Committee. The Chairman of the Board, the President or the Chief Executive Officer may at the same time be appointed Chairman of the Executive Committee. The Chairman of the Executive Committee shall preside at all meetings of the Executive Committee, and the Chairman of the Executive Committee shall, in the absence of the Chairman of the Board, the President and the Chief Executive Officer, preside at all meetings of stockholders and the Board. The Chairman of the Executive Committee shall also perform such other duties and be vested with such other powers as may from time to time be conferred upon him or her by these By-Laws or as shall be assigned to him or her from time to time by the Board or the Chief Executive Officer. Section 3.3. MEETINGS OF THE EXECUTIVE COMMITTEE. Meetings of the Executive Committee may be called by the Chairman of the Board, the Chairman of the Executive Committee, the President, the Chief Executive Officer or the Secretary and may be held at any place and at any time designated in the notice thereof. Each member of the Executive Committee shall be given notice stating the time and place of each such meeting, by telegram, telephone or similar electronic means or in person at least one day prior to such meeting, or by mail at least three days prior. Section 3.4 EXAMINING COMMITTEE. The Board shall designate an Examining Committee, which shall hold office until the next annual meeting of the Board following the annual meeting of stockholders, consisting of not less than three of its members, other than officers of the Bank, and whose duty it shall be to make an examination at least once during each calendar year and within 15 months of the last such examination into the affairs of the Bank including the administration of fiduciary powers, or cause suitable examinations to be made by auditors responsible only to the Board and to report the result of such examination in writing to the Board. Such report shall state whether the Bank is in a sound condition, whether adequate internal controls and procedures are being maintained and shall recommend to the Board such changes in the manner of conducting the affairs of the Bank as shall be deemed advisable. The committee shall at such time ascertain whether the Bank's fiduciary responsibilities have been administered in accordance with law and sound fiduciary principles. Section 3.5 OTHER COMMITTEES. The Board may appoint, from time to time, from its own members, committees of the Board of three or more persons, for such purposes and with such powers as the Board may determine. ARTICLE IV OFFICERS Section 4.1 APPOINTMENT OF OFFICERS. At its annual meeting following the annual meeting of stockholders, the Board shall appoint from among its members a Chairman of the Board, one or more Vice Chairmen, a President, a Chief Executive Officer and a Secretary. The Chairman of the Board or the President may also be appointed as the Chief Executive Officer. At such meeting, the Board shall also appoint one or more Vice Presidents, and may at such meeting or at other meetings of the Board appoint such other officers as it may determine from time to time. The Board may also authorize a committee of the Board to appoint such officers as are not required to be appointed by the Board at a meeting. Section 4.2 DUTIES OF PRESIDENT. In the absence of the Chairman of the Board, the President shall preside at all meetings of the Board and of stockholders and in the absence of the Chairman of the Executive Committee and the Chairman of the Board shall preside at all meetings of the Executive Committee. Except as may be otherwise provided by the By-Laws or the Board, the President shall be a member ex officio of all committees authorized by these By-Laws of the Board. The President shall have general executive powers, shall participate actively in all major policy decisions and shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice to the Office of President or imposed by these By-Laws. The President shall also have and may exercise such further powers and duties as from time to time may be conferred or assigned by the Board or the Chief Executive Officer. Section 4.3 DUTIES OF CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall exercise general supervision over the policies and business affairs of the Bank and the carrying out of the policies adopted or approved by the Board. Except as otherwise provided by these By-Laws, the Chief Executive Officer shall have the power to determine the duties of the officers of the Bank and to employ and discharge officers and employees. Except as otherwise provided by the By-Laws or the Board, the Chief Executive Officer shall be a member ex officio of all committees authorized by these By-Laws or created by the Board. In the absence of the Chairman of the Board and the President, the Chief Executive Officer shall preside at all meetings of the Board and of stockholders. Section 4.4 DUTIES OF VICE PRESIDENTS. Each Vice President shall have such titles, seniority, powers and duties as may be assigned by the Board, a committee of the Board, the President or the Chief Executive Officer. Section 4.5 SECRETARY. The Secretary shall be Secretary of the Board and of the Bank and shall keep accurate minutes of all meetings of stockholders and of the Board. The Secretary shall attend to the giving of all notices required to be given by these By-Laws; shall be custodian of the corporate seal, records, documents and papers of the Bank; shall provide for the keeping of proper records of all transactions of the Bank; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice to the office of Secretary or imposed by these By-Laws; and shall also perform such other duties as may be assigned from time to time by the Board, the President or the Chief Executive Officer. Section 4.6 OTHER OFFICERS. The President or the Chief Executive Officer or his or her designee may appoint all officers whose appointment does not require approval by the Board or a committee of the Board and assign to them such titles as from time to time may appear to be required or desirable to transact the business of the Bank. Each such officer shall have such powers and duties as may be assigned by the Board, the President or the Chief Executive Officer. Section 4.7 TENURE OF OFFICE. The Chairman of the Board, the President, the Chief Executive Officer, the Chairman of the Executive Committee, the Secretary and the Vice Presidents shall hold office for the current year for which the Board was elected and until their successors have been appointed and qualified, unless they shall resign, become disqualified or be removed. All other officers shall hold office until their successors have been appointed and qualify, unless they shall resign, become disqualified or be removed. All other officers shall hold office until their successors have been appointed and qualify, unless they shall resign, become disqualified or be removed. The Board shall have the power to remove the Chairman of the Board, the President, the Chief Executive Officer, the Chairman of the Executive Committee and the Secretary. The Board or the Chief Executive Officer or his or her designee shall have the power to remove all other officers and employees. Any vacancy occurring in the offices of Chairman of the Board, President or Chief Executive Officer shall be filled promptly by the Board. Section 4.8 COMPENSATION. The Board shall by resolution determine from time to time the officers whose compensation will require approval by the Board or a committee of the Board. The Chief Executive Officer shall fix the compensation of all officers and employees whose compensation does not require approval by the Board or a committee of the Board. Section 4.9 AUDITOR. The Board or the Chief Executive Officer shall appoint an officer to fill the position of Auditor for the Bank and assign to such officer such title as is deemed appropriate. The Auditor shall perform all duties incident to the audit of all departments and offices and of all affairs of the Bank. The Auditor shall be responsible to the Chief Executive Officer. The Auditor may at any time report to the Board any matter concerning the affairs of the Bank that, in the Auditor's judgment, should be brought to its attention. Section 4.10 REGIONAL PRESIDENTS. The Board may appoint one or more Regional Presidents. Each Regional President shall have such powers and duties as may be assigned by the Board or the Chief Executive Officer. ARTICLE V FIDUCIARY POWERS Section 5.1 FIDUCIARY RESPONSIBILITY. The Board shall appoint an officer or officers or a committee or committees of this Bank whose duties shall be to manage, supervise and direct the fiduciary activities of the Bank as assigned by the Board. Such officer or committee shall do or cause to be done all things necessary or proper in carrying on the assigned activities in accordance with provisions of law and applicable regulations and shall act pursuant to opinion of counsel where such opinion is deemed necessary. Opinions of counsel shall be retained on file in connection with all important matters pertaining to fiduciary activities. The officer or committee shall be responsible for all assets and documents held by the Bank in connection with fiduciary matters assigned by the Board. Section 5.2 FIDUCIARY FILES. Files shall be maintained containing all fiduciary records necessary to assure that fiduciary responsibilities have been properly undertaken and discharged. Section 5.3 FIDUCIARY INVESTMENTS. Funds held in a fiduciary capacity shall be invested in accordance with the instrument establishing the fiduciary relationship and applicable law. Where such instrument does not specify the character and class of investments to be made and does not vest in the Bank a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under applicable law. ARTICLE VI STOCK AND STOCK CERTIFICATES Section 6.1 TRANSFERS. Shares of the stock of the Bank shall be transferable on the books of the Bank, only by the person named in the certificate or by an attorney, lawfully constituted in writing, and upon surrender of the certificate therefor. Every person becoming a stockholder by such transfer shall, in proportion to his or her shares, succeed to all rights of the prior holder of such shares. Section 6.2 STOCK CERTIFICATES. The certificates of stock of the Bank shall be numbered and shall be entered in the books of the Bank as they are issued. They shall exhibit the holder's name and number of shares and shall be signed by the Chairman of the Board, the President, the Chief Executive Officer or any Vice President and by the Secretary or an Assistant Secretary. ARTICLE VII CORPORATE SEAL Section 7.1 CORPORATE SEAL. The Chairman of the Board, the President, the Chief Executive Officer, the Secretary or any Assistant Secretary, a Vice President or Assistant Vice President or other officer designated by the Board or the Chief Executive Officer or his or her designee shall have authority to affix the corporate seal to any document requiring such seal and to attest the same. Such seal shall be substantially in the following form: (impression of seal) ARTICLE VIII MISCELLANEOUS PROVISIONS Section 8.1 FISCAL YEAR. The fiscal year of the Bank shall be the calendar year. Section 8.2 EXECUTION OF INSTRUMENTS. N.. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the Bank or in connection with the exercise of the fiduciary powers of the Bank, by the Chairman of the Board, the President, the Chief Executive Officer, the Secretary or any other officer, employee (other than the Auditor) or agent designated by the Board of the Chief Executive Officer or his or her designee. Any such instruments may also be executed, acknowledged, verified, delivered or accepted in behalf of the Bank in such other manner and by such other officers as the Board may from time to time direct. The provisions of this Section 8.2 are supplementary to any other provision of these By-Laws. N.. When required, the Secretary or any officer or agent designated by the Board or the Chief Executive Officer or his designee shall countersign and certify all bonds or certificates issued by the Bank as trustee, transfer agent, registrar or depository. The Chief Executive Officer or any officer designated by the Board or the Chief Executive Officer or his or her designee shall have the power to accept in behalf of the Bank any guardianship, receivership, executorship or other special or general trust permitted by law. Each of the foregoing authorizations shall be at the pleasure of the Board, and each such authorization by the Chief Executive Officer or his or her designee also shall be at the pleasure of the Chief Executive Officer. Section 8.3 RECORDS. The By-Laws and the proceedings of all meetings of the stockholders, the Board and standing committees of the Board shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the Secretary or other officer appointed to act as secretary of the meeting. Section 8.4 EMERGENCY OPERATIONS. In the event of war or warlike damage or disaster of sufficient severity to prevent the conduct and management of the affairs, business and property of the Bank by its directors and officers as contemplated by these By-Laws, any two or more available members of the then-incumbent Executive Committee shall constitute a quorum of that committee for the full conduct and management of the affairs, business and property of the Bank. In the event of the unavailability at such time of a minimum of two members of the then-incumbent Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs, business and property of the Bank. This by-law shall be subject to implementation by resolutions of the Board passed from time to time for that purpose, and any provisions of these By-Laws (other than this section) and any resolutions which are contrary to the provisions of this section or to the provisions of any such implementary resolutions shall be suspended until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Bank to resume the conduct and management of its affairs, business and property under all of the other provisions of these By-Laws. Section 8.5 INDEMNIFICATION. N.. The Bank shall indemnify each person made or threatened to be made a party to any action or proceeding, whether civil or criminal, by reason of the fact that such person or such person's testator or intestate is or was a director or officer of the Bank, or, while a director or officer, serves or served, at the request of the Bank, any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys' fees, incurred in connection with such action or proceeding, or any appeal therein, provided that no such indemnification shall be made if a judgment or other final adjudication adverse to such director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled, and provided further that no such indemnification shall be required with respect to any settlement or other nonjudicated disposition of any threatened or pending action or proceeding unless the Bank has given its prior consent to such settlement or other disposition. N.. The Bank shall advance or promptly reimburse upon request any director or officer seeking indemnification hereunder for all expenses, including attorneys' fees, reasonably incurred in defending any action or proceeding in advance or the final disposition thereof upon receipt of an undertaking by or on behalf of such person to repay such amount if such person is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced or reimbursed exceed the amount to which such person is entitled. N.. This Section 8.5 shall be given retroactive effect, and the full benefits hereof shall be available in respect of any alleged or actual occurrences, acts or failures to act prior to the date of the adoption of this Section 8.5. The right to indemnification of advancement of expenses under this Section 8.5 shall be a contract right. Section 8.6 AMENDMENTS. These By-Laws may be added to, amended, altered or repealed at any regular meeting of the Board by a vote of a majority of the total number of the directors, or at any meeting of stockholders, duly called and held, by a majority of the stock represented at such meeting. EX-7.T1A(VII) 4 f81849ex7-t1avii.txt LATEST REPORT OF CONDITION OF THE TRUSTEE EXHIBIT T1A (vii) Board of Governors of the Federal Reserve System OMB Number: 7100-0036 Federal Deposit Insurance Corporation OMB Number: 3064-0052 Office of the Comptroller of the Currency OMB Number: 1557-0081 - ---------------------------------------------------------------------------------------------------------------------------------- FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL Expires March 31, 2004 Please refer to page I, Table of Contents, for [1] the required disclosure of estimated burden. - ---------------------------------------------------------------------------------------------------------------------------------- CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR A BANK WITH DOMESTIC AND FOREIGN OFFICES--FFIEC 031 (19980930) REPORT AT THE CLOSE OF BUSINESS DECEMBER 31, 2001 -------------- (RCRI 9999) This report is required by law, 12 U.S.C. Section 324 This report form is to be filed by banks with branches and consolidated (State member banks); 12 U.S.C. Section 1817 (State subsidiaries in U.S. territories and possessions, Edge or Agreement nonmember banks); and 12 U.S.C. Section 161 (National subsidiaries, foreign branches, consolidated foreign subsidiaries, or banks). International Banking Facilities. NOTE: The Reports of Condition and Income must be The Reports of Condition and Income are to be prepared in accordance with signed by an authorized officer and the Report of Federal regulatory authority instructions. Condition must be attested to by not less than two directors (trustees) for State nonmember banks and We, the undersigned directors (trustees), attest to the correctness three directors for State member and National Banks. of this Report of Condition (including the supporting schedules) and declare that it has been examined by us and to the best of I, Gerald A. Ronning, Executive VP & Controller our knowledge and belief has been prepared in conformance with the --------------------------------------------- instructions issued by the appropriate Federal regulatory authority Name and Title of Officer Authorized to Sign and is true and correct. Report Of the named bank do hereby declare that these Reports of Condition and Income (including the supporting schedules) have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are ------------------------------------------------------------------------ true to the best of my knowledge and believe. /s/ Youssef Nasr Director (Trustee) /s/ Gerald A. Ronning /s/ Bernard J. Kennedy - ----------------------------------------------------- ------------------------------------------------------------------------ Signature of Officer Authorized to Sign Report Director (Trustee) 2/14/02 /s/ Sal H. Alfieri - ----------------------------------------------------- ------------------------------------------------------------------------ Date of Signature Director (Trustee) - ---------------------------------------------------------------------------------------------------------------------------------- SUBMISSION OF REPORTS Each Bank must prepare its Reports of Condition and For electronic filing assistance, contact EDS Call report Services, Income either: 2150 N. Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571. (a) in electronic form and then file the computer To fulfill the signature and attestation requirement data file directly with the banking agencies' for the Reports of Condition and Income for this report date, collection agent, Electronic Data System attach this signature page to the hard-copy of the completed report Corporation (EDS), by modem or computer that the bank places in its files. diskette; or N.. in hard-copy (paper) form and arrange for another party to convert the paper report to automated for. That party (if other than EDS) must transmit the bank's computer data file to EDS. - ---------------------------------------------------------------------------------------------------------------------------------- ----------------- FDIC Certificate Number 0 0 5 8 9 ----------------- (RCRI 9030) - ----------------------------------------------------- ------------------------------------------------------------------------ http://WWW.BANKING.US.HSBC.COM HSBC Bank USA - ----------------------------------------------------- ------------------------------------------------------------------------ Primary Internet Web Address of Bank (Home Page), Legal Title of Bank (TEXT 9010) if any (TEXT 4087) (Example: www.examplebank.com) Buffalo ------------------------------------------------------------------------ City (TEXT 9130) N.Y. 14203 ------------------------------------------------------------------------ State Abbrev. (TEXT 9200) ZIP Code (TEXT 9220) Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency
REPORT OF CONDITION Consolidated domestic subsidiaries HSBC Bank USA of Buffalo - ------------------------------------------------------------------------------- Name of Bank City in the state of New York, at the close of business December 31, 2001
Thousands of dollars ASSETS Cash and balances due from depository institutions: Non-interest-bearing balances currency and coin $ 2,102,271 Interest-bearing balances 3,104,501 Held-to-maturity securities 4,341,263 Available-for-sale securities 14,362,591 Federal funds sold and securities purchased under agreements to resell 3,744,624 Loans and lease financing receivables: Loans and leases held for sale $ 3,138,108 Loans and leases net of unearned income $ 37,663,728 LESS: Allowance for loan and lease losses 481,706 Loans and lease, net of unearned income, allowance, and reserve $ 37,182,022 Trading assets 9,010,203 Premises and fixed assets 748,470 Other real estate owned 16,750 Investments in unconsolidated subsidiaries 241,219 Customers' liability to this bank on acceptances outstanding 95,864 Intangible assets: Goodwill 2,237,582 Intangible assets: Other intangible assets 370,005 Other assets 3,534,907 Total assets 84,230,380
LIABILITIES Deposits: In domestic offices 37,067,334 Non-interest-bearing 5,371,379 Interest-bearing 31,695,955 In foreign offices 21,152,909 Non-interest-bearing 428,252 Interest-bearing 20,724,657 Federal funds purchased and securities sold under agreements to repurchase 437,967 Trading Liabilities 3,800,987 Other borrowed money 8,004,150 Bank's liability on acceptances 95,864 Subordinated notes and debentures 1,540,229 Other liabilities 5,231,972 Total liabilities 77,331,412 Minority Interests in consolidated Subsidiaries 172 EQUITY CAPITAL Perpetual preferred stock and related surplus - Common Stock 205,000 Surplus 6,432,902 Retained earnings 165,520 Accumulated other comprehensive income 95,374 Other equity capital components - Total equity capital 6,898,796 Total liabilities, minority interests and equity capital 84,230,380
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