Conveyance of Subsequent Loans. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Loans identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-Off Date and all collections in respect of interest and principal due after the Subsequent Cut-Off Date and (iii) all items with respect to such Subsequent Loans to be delivered pursuant to Section 2.1 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Loans prior to the related Subsequent Cut-Off Date. The transfer to the Trustee for deposit in the Trust Fund by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf of the Trust Fund from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Principal Balance of the related Subsequent Loans so transferred (as identified on the Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. (b) The Depositor shall transfer to the Trustee for deposit in the Trust Fund the Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator shall release funds from the Pre-Funding Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Depositor shall have provided the Trustee, the Securities Administrator and the Rating Agencies with a timely addition notice substantially in the form set forth on Exhibit D hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Loans; (ii) the Depositor shall have delivered to the Trustee and the Securities Administrator a duly executed Subsequent Transfer Instrument, substantially in the form of Exhibit E, which shall include a Loan Schedule listing the Subsequent Loans, and Sponsor shall have delivered a computer file acceptable to the Trustee and the Securities Administrator containing such Loan Schedule to the Trustee and the Securities Administrator at least three (3) Business Days prior to the related Subsequent Transfer Date; (iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency; (iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders; (v) the Pre-Funding Period shall not have terminated; (vi) the Depositor shall not have selected the Subsequent Loans in a manner that it believed to be adverse to the interests of the Certificateholders; (vii) the Depositor shall have delivered to the Trustee (with a copy to the Securities Administrator) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.6 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Loans; (viii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Loans; and (ix) [GMAC] or a successor to [GMAC], appointed in accordance with the terms of this Agreement, is the servicer of the Subsequent Loans. (c) Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the Cut-Off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date: (i) such Subsequent Loan may not be fifty-nine (59) or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off Date; (ii) the servicer of each Subsequent Loan will be [GMAC] (or its successor); (iii) such Subsequent Loan will be secured by a first lien; (iv) the original term to stated maturity of such Subsequent Loan will be no less than [___] months; (v) the latest maturity date of any Subsequent Loan will be no later than [_______]; (vi) no Subsequent Loan will have a first payment date occurring after [_______], 2007; (vii) such Subsequent Loan will have a credit score of not less than [____]; (viii) such Subsequent Loan will not have a loan-to-value ratio greater than [___]%; and (ix) such Subsequent Loan will not have a principal balance greater than $[______]. (d) As of each Subsequent Cut-Off Date, the aggregate of the Subsequent Loans identified and expected to be sold to the trust on the related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average credit score greater than approximately [___]; (ii) have no less than approximately [___]% of the Mortgaged Properties be owner occupied; (iii) have no less than approximately [___]% of the Mortgaged Properties be single family detached or planned unit developments; (iv) have no more than approximately [___]% of the Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately [___] months; (vi) have a weighted average loan-to-value ratio of not more than approximately [___]%; (vii) no more than approximately [___]% of the Subsequent Loan by aggregate principal balance will be concentrated in one state; and (viii) be acceptable to the Rating Agencies. (e) Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee and the Securities Administrator as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that Sponsor shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Mortgage Securities Inc)
Conveyance of Subsequent Loans. (a) Subject The Seller, pursuant to the conditions set forth in paragraph (b) belowLoan Purchase Agreement, in consideration of the Securities Administrator’s deliverysells, on behalf of the Trusteetransfers, on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Accountassigns, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set sets over and convey without recourse otherwise conveys to the Trust Fund but subject to for the other terms and provisions of this Agreement all benefit of the rightNoteholders, title and interest of the Depositor in and to (i) the Subsequent Loans identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Datewithout recourse, (ii) all interest accruing thereon on and after the Subsequent Cut-Off Date and all collections in respect of interest and principal due after the Subsequent Cut-Off Date and (iii) all items with respect to such Subsequent Loans to be delivered pursuant to Section 2.1 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in such Subsequent Loans (which does not include servicing rights), including all interest and principal due on or with respect to such Subsequent Loans on or after the related Subsequent Transfer Date and all interest and principal payments on such Subsequent Loans received prior to the Subsequent Transfer Date in respect of installments of interest and principal due thereafter, but not including principal and interest accruing due on the such Subsequent Loans prior to the related Subsequent Cut-Off Transfer Date, any insurance policies in respect of such Subsequent Loans and all proceeds of any of the foregoing. The transfer Upon one Business Day’s prior written notice to the Trustee for deposit in Indenture Trustee, the Trust Fund by Servicers, the Depositor of Insurer and the Subsequent Loans identified Rating Agencies, on any Business Day during the Loan Schedule shall be absolute and is intended related Pre-Funding Period designated by the Depositor, the Trustee Depositor, the Seller, the Servicers and the Certificateholders Indenture Trustee shall complete, execute and deliver a Subsequent Transfer Agreement, and with regards to constitute and to be treated any Subsequent Loans transferred as a sale Group 2 Loans, with the consent of the Insurer, so long as no Rating Agency has provided notice that the execution and delivery of such Subsequent Loans by Transfer Agreement will result in a reduction or withdrawal of the Depositor ratings assigned to the Trust FundNotes or the Class G Certificates, without regard to the Policy. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf transfer of the Trust Fund from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Principal Balance of the related Subsequent Loans so transferred (as identified on the Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Trust Fund the Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator shall release funds from the Pre-Funding Account only upon relating to them on a Subsequent Transfer Date is subject to the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Dateconditions:
(i) each Subsequent Loan conveyed on such Subsequent Transfer Date satisfies the Depositor shall have provided representations and warranties applicable to it under the TrusteeLoan Purchase Agreement as of the applicable Subsequent Transfer Date; provided, the Securities Administrator and the Rating Agencies with a timely addition notice substantially in the form set forth on Exhibit D hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee however, that with respect to a breach of a representation and warranty with respect to a Subsequent Loan, the obligation under Section 2(d) of the Loan Purchase Agreement of the Seller to cure, repurchase or replace such Subsequent LoansLoan shall constitute the sole remedy against the Seller respecting such breach available to Noteholders, the Depositor or the Indenture Trustee;
(ii) the Depositor shall have delivered to Indenture Trustee, the Trustee Insurer and the Securities Administrator a duly executed Subsequent Transfer InstrumentRating Agencies are provided with an Opinion of Counsel or Opinions of Counsel, substantially at the expense of the Depositor, stating that each REMIC in the form Trust Fund is and shall continue to qualify as a REMIC following the transfer of Exhibit E, which shall include a Loan Schedule listing the Subsequent Loans, and Sponsor shall have to be delivered a computer file acceptable as provided pursuant to paragraph (b) below;
(iii) the Rating Agencies, the Insurer, the Indenture Trustee and the Securities Administrator containing Indenture Trustee are provided with an Opinion of Counsel or Opinions of Counsel, at the expense of the Depositor, confirming that the transfer of the Subsequent Loans conveyed on such Loan Schedule Subsequent Transfer Date is a true sale, to be delivered as provided pursuant to paragraph (b) below;
(iv) the execution and delivery of such Subsequent Transfer Agreement or conveyance of the related Subsequent Loans does not result in a reduction or withdrawal of any ratings assigned to the Trustee Notes or the Class G Certificates by the Rating Agencies, without regard to the Policy;
(v) no Subsequent Loan conveyed on such Subsequent Transfer Date is 30 or more days contractually delinquent as of such date;
(vi) the servicer of each Subsequent Loan in Loan Group 1 will be Wilshire or Ocwen, and in Loan Group 2 will be PNC;
(vii) the Securities Administrator at least three remaining term to stated maturity of such Subsequent Loan does not exceed 30 years for fully amortizing loans or 15 years for balloon loans;
(3viii) Business Days prior such Subsequent Mortgage Loan does not have a Net Mortgage Rate less than 6.00% or 6.00% per annum in the case of a Subsequent Loan relating to the Group 1 Loans and Group 2 Loans, respectively;
(ix) the Seller shall have deposited in the related Custodial Account all principal and interest collected with respect to the related Subsequent Loans on or after the related Subsequent Transfer Date;
(iiix) as of each such Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Depositor shall Loan does not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvencya Combined Loan-to-Value Ratio greater than 100.00%;
(ivxi) such sale and transfer shall Subsequent Loan has a principal balance not result greater than $400,000 or $1,250,000 in the case of a material adverse tax consequence Subsequent Loan relating to the Trust Fund or the CertificateholdersGroup 1 Loans and Group 2 Loans, respectively;
(vxii) the Pre-Funding Period no Subsequent Loan shall not have terminateda final maturity date after June 1, 2036;
(vixiii) the Depositor shall not have selected the such Subsequent Loans in Loan is secured by a manner that it believed to be adverse to the interests of the Certificateholdersfirst or second lien;
(viixiv) the Depositor shall have delivered such Subsequent Loan is otherwise acceptable to the Trustee (with a copy to Rating Agencies, and, in the Securities Administrator) case of a Subsequent Transfer Instrument confirming Loan related to Loan Group 2, the satisfaction of the conditions precedent specified in this Section 2.6 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent LoansInsurer;
(viiixv) [reserved];
(xvi) following the Depositor shall have delivered to the Trustee an Opinion conveyance of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the such Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Loans; and
(ix) [GMAC] or a successor to [GMAC], appointed in accordance with the terms of this Agreement, is the servicer of the Subsequent Loans.
(c) Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related such Subsequent Transfer Date will have the characteristics set forth below of the Loans in each Loan Group (based on the Initial Loans as of the Cut-Off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph off Date and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date: (i) such Subsequent Loan may not be fifty-nine (59) or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off Date; (ii) the servicer of each Subsequent Loan will be [GMAC] (or its successor); (iii) such Subsequent Loan will be secured by a first lien; (iv) the original term to stated maturity of such Subsequent Loan will be no less than [___] months; (v) the latest maturity date of any Subsequent Loan will be no later than [_______]; (vi) no Subsequent Loan will have a first payment date occurring after [_______], 2007; (vii) such Subsequent Loan will have a credit score of not less than [____]; (viii) such Subsequent Loan will not have a loan-to-value ratio greater than [___]%; and (ix) such Subsequent Loan will not have a principal balance greater than $[______].
(d) As of each Subsequent Cut-Off Date, the aggregate of the Subsequent Loans identified and expected to be sold to the trust on the as of their related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off Date and are sold to the trust during the Pre-Funding Period, ) will satisfy the following criteria: be as follows:
(iA) have a weighted average credit score greater than approximately [___]; (ii) have no less than approximately [___]Mortgage Interest Rate of at least 10.75% or 9.25% per annum in the case of the Mortgaged Properties be owner occupied; Group 1 Loans and Group 2 Loans, respectively;
(iiiB) have no less than approximately [___]% of the Mortgaged Properties be single family detached or planned unit developments; (iv) have no more than approximately [___]% of the Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately [___] months; 210 months or 270 months in the case of the Group 1 Loans and Group 2 Loans, respectively;
(viC) have a weighted average loanCombined Loan-to-value ratio Value Ratio of not more than approximately [___]%; 95.50% or 87.50% in the case of the Group 1 Loans and Group 2 Loans, respectively;
(viiD) a weighted average Credit Score of at least 675 and 705 in the case of the Group 1 Loans and Group 2 Loans, respectively;
(E) no more than approximately [___]75.00% and 5.00% of the Subsequent Loan Group 1 Loans and Group 2 Loans, respectively, by aggregate principal balance will be Cut-off Date Principal Balance are balloon loans;
(F) no more than 25.00% and 50.00% of the Group 1 Loans and Group 2 Loans, respectively, by aggregate Cut-off Date Principal Balance are concentrated in one state; and (viii) be acceptable to the Rating Agencies.and
(eG) Notwithstanding no more than 12.00% and 11.00% of the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee Group 1 Loans and the Securities Administrator as to which Subsequent Group 2 Loans, if any, respectively by aggregate Cut-off Date Principal Balance relate to non-owner occupied properties;
(xvii) neither the Seller nor the Depositor shall not be included in insolvent or shall be rendered insolvent as a result of such transfer;
(xviii) no Event of Default has occurred hereunder; and
(xix) the transfer on the Subsequent Transfer Date; provided, however, that Sponsor Depositor shall have delivered to the Indenture Trustee an Officer’s Certificate confirming the satisfaction of each Rating Agency at least three of these conditions precedent.
(3b) Business Days prior Upon (1) delivery to the Indenture Trustee and the Insurer by the Depositor of the Opinions of Counsel referred to in Sections 2.04(a)(ii) and (iii), (2) delivery to the Indenture Trustee and the Insurer by the Depositor of a revised Loan Schedule reflecting the Subsequent Loans conveyed on such Subsequent Transfer Date a computer file acceptable and delivery of the related Subsequent Loans to the Indenture Trustee or the related Custodians and (3) delivery to the Indenture Trustee and the Insurer by the Depositor of an Officer’s Certificate confirming the satisfaction of each Rating Agency describing of the characteristics specified conditions precedent set forth in paragraphs Section 2.04(a), the Indenture Trustee shall remit to the Seller the Aggregate Subsequent Transfer Amount related to the Subsequent Loans transferred by the Seller on such Subsequent Transfer Date from funds in the related Pre-Funding Account.
(c) The Indenture Trustee shall not be required to investigate or otherwise verify compliance with the conditions set forth in the preceding paragraph, except for its own receipt of documents specified above, and (d) aboveshall be entitled to rely on the required Officer’s Certificate.]
Appears in 1 contract
Conveyance of Subsequent Loans. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Loans identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-Off off Date and all collections in respect of interest and principal due after the Subsequent Cut-Off off Date and (iii) all items with respect to such Subsequent Loans to be delivered pursuant to Section 2.1 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Loans prior to the related Subsequent Cut-Off off Date. The transfer to the Trustee for deposit in the Trust Fund by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable related Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf of the Trust Fund Trustee from amounts released from the Group II, Group IV, Group V or Group VI Pre-Funding Account Sub-Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Loans so transferred (as identified on the Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Trust Fund mortgage pool the Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator shall release funds from the Group II, Group IV, Group V or Group VI Pre-Funding Account Sub-Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee, the Securities Administrator and the Rating Agencies with a timely addition notice substantially in the form set forth on Exhibit D hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Loans;
(ii) the Depositor shall have delivered to the Trustee and the Securities Administrator a duly executed Subsequent Transfer Instrument, substantially in the form of Exhibit E, which shall include a Loan Schedule listing the Subsequent Loans, and Sponsor the Seller shall have delivered a computer file acceptable to the Trustee and the Securities Administrator containing such Loan Schedule to the Trustee and the Securities Administrator at least three (3) Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit E, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee (with a copy to the Securities Administrator) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.6 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Loans;
(viii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Loans; and
(ix) [GMAC] GMAC or a successor to [GMAC], GMAC appointed in accordance with the terms of this Agreement, Agreement is the servicer of the Subsequent Loans.
(c) Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the Cut-Off off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date: (i) such Subsequent Loan may not be fifty-nine (59) or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off off Date; (ii) the servicer of each Subsequent Loan will be [GMAC] (or its successor); (iii) each Subsequent Group II Loan and Subsequent Group IV Loan must be a conforming loan; (iv) such Subsequent Loan will be secured by a first lien; (ivv) the original term to stated maturity of such Subsequent Loan will not be no less greater than [___] 360 months; (vvi) the latest maturity date of any Subsequent Loan will be no later than [_______]September 2035; (vivii) no Subsequent Loan will have a first payment date occurring after [_______], 2007October 2035; (viiviii) such Subsequent Loan will have a credit score of not less than [____]approximately 620; (viiiix) such Subsequent Loan will not have a loan-to-value ratio greater than [___]95.00%; and (ixx) such Subsequent Loan will not have a principal balance greater than approximately $[______]2,000,000; (xi) such Subsequent Loan will be an adjustable rate Loan (xii) such Subsequent Loan will have a Gross Margin not less than approximately 2.250% per annum; and (xiii) such Subsequent Loan will have a Maximum Mortgage Rate not less than approximately 9.875%.
(d) As of each Subsequent Cut-Off off Date, the aggregate of the Subsequent Loans identified and expected to be sold to the trust on the related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average Gross Margin not less than approximately 2.250% per annum; (ii) have a weighted average credit score greater than approximately [___]720; (iiiii) have no less than approximately [___]84.00% of the Mortgaged Properties be owner occupied; (iiiiv) have no less than approximately [___]80.00% of the Mortgaged Properties be single family detached or planned unit developments; (ivv) have no more than approximately [___]40.00% of the Subsequent Loan subsequent mortgage loans be cash out refinance; (vvi) have a weighted average remaining term to stated maturity of less than approximately [___] 360 months; (vivii) have a weighted average loan-to-value ratio of not more than approximately [___]77.00%; (viiviii) no more than approximately [___]35.00% of the Subsequent Loan subsequent mortgage loans by aggregate principal balance will be concentrated in one state; (ix) have a weighted average Maximum Mortgage Rate not less than approximately 10.750%; (xi) be secured by a first lien; and (viiixii) be acceptable to the Rating Agencies.
(e) Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee and the Securities Administrator as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that Sponsor the Seller shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.]
Appears in 1 contract
Conveyance of Subsequent Loans. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Loans identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-Off Date and all collections in respect of interest and principal due after the Subsequent Cut-Off Date and (iii) all items with respect to such Subsequent Loans to be delivered pursuant to Section 2.1 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Loans prior to the related Subsequent Cut-Off Date. The transfer to the Trustee for deposit in the Trust Fund by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf of the Trust Fund from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Scheduled Principal Balance of the related Subsequent Loans so transferred (as identified on the Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Trust Fund the Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator shall release funds from the Pre-Funding Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee, the Securities Administrator and the Rating Agencies with a timely addition notice substantially in the form set forth on Exhibit D H hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Loans;
(ii) the Depositor shall have delivered to the Trustee and the Securities Administrator a duly executed Subsequent Transfer Instrument, substantially in the form of Exhibit EI, which shall include a Loan Schedule listing the Subsequent Loans, and Sponsor the Seller shall have delivered a computer file acceptable to the Trustee and the Securities Administrator containing such Loan Schedule to the Trustee and the Securities Administrator at least three (3) Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee (with a copy to the Securities Administrator) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.6 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Loans;
(viii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee Trustee, the Certificate Insurer and the Rating Agencies with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee and the Certificate Insurer on the Closing Date regarding the true sale of the Subsequent Loans; and
(ix) [GMAC] GMAC or Xxxxx Fargo, or a successor to [GMAC]GMAC or Xxxxx Fargo, appointed in accordance with the terms of this Agreement, is the servicer of the Subsequent Loans.
(c) Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the Cut-Off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date: (i) such Subsequent Loan may not be fifty-nine thirty (5930) or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off Date; (ii) the servicer of each Subsequent Loan will be [GMAC] GMAC or Xxxxx Fargo (or its a successor); (iii) such Subsequent Loan will be secured by a first lien; (iv) the original term to stated maturity of such Subsequent Loan will be no less than [___] 360 months; (v) the latest maturity date of any Subsequent Loan will be no later than [_______]May, 2036; (vi) no Subsequent Loan will have a first payment date occurring after [_______]June, 20072006; (vii) such Subsequent Loan will have a credit score of not less than [____]620; and (viii) such Subsequent Loan will not have a loan-to-value ratio greater than [___]100.00%; and (ix) such Subsequent Loan will not have a principal balance greater than $[______].
(d) As of each Subsequent Cut-Off Date, the aggregate of the Subsequent Loans identified and expected to be sold to the trust on the related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average credit score greater than approximately [___]670; (ii) have no less than approximately [___]60% of the Mortgaged Properties be owner occupied; (iii) have no less than approximately [___]70% of the Mortgaged Properties be single family detached or planned unit developments; (iv) have no more than approximately [___]40% of the Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately [___] 360 months; (vi) have a weighted average loan-to-value ratio of not more than approximately [___]80%; (vii) no more than approximately [___]20% of the Subsequent Loan by aggregate principal balance Principal Balance will be concentrated in one state; and (viii) be acceptable to the Rating Agencies.
(e) Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee Trustee, the Certificate Insurer and the Securities Administrator as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that Sponsor the Seller shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.]
Appears in 1 contract
Conveyance of Subsequent Loans. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the each Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Loans identified on the related Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-Off Date and all collections in respect of interest and principal due on and after the Subsequent Cut-Off Date and (iii) all items with respect to such Subsequent Loans to be delivered pursuant to Section 2.1 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Loans prior to the related Subsequent Cut-Off Date. The transfer to the Trustee for deposit in the Trust Fund by the Depositor of the Subsequent Loans identified on the related Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf of the Trust Fund from amounts released from the related Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Scheduled Principal Balance of the related Subsequent Loans so transferred (as identified on the related Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Trust Fund the Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator shall release funds from the related Pre-Funding Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee, the Group I Senior Certificate Insurer (with respect to Group I), the Securities Administrator and the Rating Agencies with a timely addition notice substantially in the form set forth on Exhibit D H hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee or the Group I Senior Certificate Insurer (with respect to Group I) with respect to the Subsequent Loans;
(ii) the Depositor shall have delivered to the Trustee Trustee, the Group I Senior Certificate Insurer (with respect to Group I) and the Securities Administrator a duly executed Subsequent Transfer Instrument, substantially in the form of Exhibit EI, which shall include a related Loan Schedule listing the Subsequent Loans, and Sponsor the Seller shall have delivered a computer file acceptable to the Trustee Trustee, the Group I Senior Certificate Insurer (with respect to Group I) and the Securities Administrator containing such Loan Schedule to the Trustee Trustee, the Group I Senior Certificate Insurer (with respect to Group I) and the Securities Administrator at least three (3) Business Days prior to the related Subsequent Transfer Date. Pursuant to such Subsequent Transfer Instrument, the Depositor shall assign to the Trustee, on behalf of the Trust Fund, without recourse, for the benefit of the related Certificateholders and the Group I Senior Certificate Insurer (with respect to Group I), all of its right, title and interest in and under the related Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Loans;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Loans in a manner that it believed to be adverse to the interests of the Certificateholders;Certificateholders or the Group I Senior Certificate Insurer (with respect to Group I); and
(vii) the Depositor shall have delivered to the Trustee and the Group I Senior Certificate Insurer (with a copy respect to the Securities AdministratorGroup I) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.6 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Loans;
(viii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee Trustee, the Group I Senior Certificate Insurer (with respect to Group I) and the Rating Agencies with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee and the Group I Senior Certificate Insurer (with respect to Group I) on the Closing Date regarding the true sale of the Subsequent Loans; and
(ix) [GMAC] or a successor to [GMAC]provided, appointed in accordance with however, that if the terms of this Agreement, is true sale opinion delivered on the servicer Closing Date covers the transfer of the Subsequent Loans, no additional opinion need to be delivered.
(c) Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the Cut-Off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan (determined as of the applicable Subsequent Transfer Date: )
(i) With respect to Group I and the related Subsequent Loans:
(a) such Subsequent Loan may not be fifty-nine thirty (5930) or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off Date; ;
(ii) the servicer of each Subsequent Loan will be [GMAC] (or its successor); (iiib) such Subsequent Loan will be secured by a first lien; ;
(ivc) the original term to stated maturity of such Subsequent Loan will be no less than [___] 347 months; ;
(vd) the latest maturity date of any Subsequent Loan will be no later than [_______]; April 2037;
(vie) no Subsequent Loan will have a first payment date occurring after [_______]May 1, 2007; ;
(vii) such Subsequent Loan will have a credit score of not less than [____]; (viiif) such Subsequent Loan will not have a loan-to-value ratio greater than [___]95.00%;
(g) such Subsequent Loan will have a weighted average credit score of approximately 716;
(h) Such Subsequent Loan will have been originated by one of the originators of the Initial Loans related to Group I and will be serviced by one of the servicers of the Initial Loans related to Group I;
(i) such Subsequent Loan will be acceptable to the Group I Senior Certificate Insurer; and
(j) such Subsequent Loan complies with the representations and warranties set forth in the Mortgage Loan Purchase Agreement.
(ixii) With respect to Group II and the related Subsequent Loans:
(a) such Subsequent Loan may not be thirty (30) or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off Date;
(b) such Subsequent Loan will be secured by a first lien;
(c) the original term to stated maturity of such Subsequent Loan will be no less than 360 months;
(d) the latest maturity date of any Subsequent Loan will be no later than May 2037;
(e) no Subsequent Loan will have a first payment date occurring after June 1, 2007; and
(f) such Subsequent Loan will not have a principal balance loan-to-value ratio greater than $[______]100.00%.
(d) As of each Subsequent Cut-Off Date, the aggregate of the Initial Loan together with the Subsequent Loans identified and expected to be sold to the trust on the related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteriacriteria (1) with respect to Group I: (i) have a weighted average credit score greater than approximately [___]708; (ii) have no less than approximately [___]82.44% of the Mortgaged Properties be owner occupied; (iii) have no less than approximately [___]57.39% of the Mortgaged Properties be single family detached or planned unit developments; (iv) have no more than approximately [___]29.33% of the aggregate Loans be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately 357 months; (vi) have a weighted average loan-to-value ratio of not more than approximately 75.69%; (vii) have a stated principal balance of $30,000 to $4,480,000; (viii) no more than approximately 40.15% of the aggregate Loan by aggregate Principal Balance will be concentrated in one state; and (ix) be acceptable to the Rating Agencies and the Group I Senior Certificate Insurer and (2) with respect to (A) the Group II Loans: (i) have a weighted average credit score greater than approximately 705; (ii) have no less than approximately 84% of the Mortgaged Properties be owner occupied; (iii) have no less than approximately 83.51% of the Mortgaged Properties be single family or planned unit developments; and (b) the Group II Subsequent Loans (iv) have no more than approximately 28.76% of the Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately [___] 358 months; (vi) have a weighted average loan-to-value ratio of not more than approximately [___]75.14%; (vii) no more than approximately [___]39.40% of the Subsequent Loan by aggregate principal balance Principal Balance will be concentrated in one state; and (viii) be acceptable to the Rating Agencies.
(e) Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any related Class of CertificatesCertificates (without regard to the Group I Senior Certificate Policy). At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Seller (and the Seller shall notify the Trustee and the Securities Administrator Administrator) as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that Sponsor the Seller shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.]
(f) Promptly after the end of the Pre-Funding Period, the Depositor shall deliver to the Group I Senior Certificate Insurer a final data tape which includes all Group I Loan as of the end of the Pre-Funding Period. Such data tape shall be in a format and contain the information provided to the Group I Senior Certificate Insurer with respect to the Initial Loans in Group I.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Ar3)
Conveyance of Subsequent Loans. (a) Subject With respect to any Subsequent Loans to be conveyed to the conditions set forth in paragraph (b) below, in consideration of Issuer by the Securities Administrator’s delivery, on behalf of Originator during the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountInvestment Period, the Depositor shall Originator on any Subsequent Transfer Date may sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse to other than as expressly provided herein (and the Trust Fund but subject to Issuer may purchase (i) through cash payment from amounts on deposit in the other terms and provisions Principal Reinvestment Account, (ii) at the direction of this Agreement the Issuer, through direct payment of Advances by the Noteholders or (iii) through a combination of the foregoing), all of the right, title and interest of the Depositor Originator in and to (i) the Subsequent Loans identified on Loan Assets, such property, upon such transfer, becoming part of the Loan Schedule attached Collateral. The cash to the related Subsequent Transfer Instrument delivered be paid by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-Off Date and all collections in respect of interest and principal due after the Subsequent Cut-Off Date and (iii) all items with respect to such Subsequent Loans to be delivered pursuant to Section 2.1 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Loans prior to the related Subsequent Cut-Off Date. The transfer to the Trustee Issuer for deposit in the Trust Fund by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each any Subsequent Loan shall be delivered equal to [the Trustee (Subsequent Loan Cash Purchase Price which may equal, exceed or be less than] the applicable Custodian on its behalf) at least three (3) Business Days prior to the related fair market value of such Subsequent Transfer Date. The purchase price paid by the Trustee on behalf of the Trust Fund from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Principal Balance Loan as of the related Subsequent Loans so transferred (as identified on Loan Cutoff Date, plus in each case accrued interest thereon. To the extent the Subsequent Loan Schedule provided by Cash Purchase Price of any Subsequent Loan is less than the Depositor)fair market value thereof, the Originator shall have made a capital contribution to the Issuer in an amount equal to the difference between the purchase price and the fair market value of such Subsequent Loan. This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor Originator shall transfer to the Trustee for deposit in Issuer hereunder the Trust Fund the applicable Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator shall release funds from the Pre-Funding Account Related Property only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Loan Cutoff Date:
(i) the Depositor Originator shall have provided the TrusteeIssuer, the Securities Administrator Custodian and the Rating Agencies with a timely addition notice substantially in the form set forth on Exhibit D hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee with respect to the timely notice of such proposed acquisition of Subsequent Loans, which shall be delivered no later than 11:00 a.m. New York City time on the related Subsequent Loan Cutoff Date;
(ii) the Depositor Originator shall have delivered to the Trustee Issuer, the Custodian and the Securities Administrator Trustee a duly executed Subsequent Transfer Instrument, substantially List of Loans listing the applicable Subsequent Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Subsequent Loan;
(iii) the Originator shall have deposited or caused to be deposited in the form Collection Account all Collections received by it with respect to the applicable Subsequent Loans on and after the related Subsequent Loan Cutoff Date;
(iv) each of Exhibit E, which shall include a Loan Schedule listing the representations and warranties made by Originator pursuant to Sections 3.02 and 3.04 applicable to the Subsequent LoansLoans shall be true and correct as of the related Subsequent Loan Cutoff Date; and
(v) the Originator shall bear all incidental transactions costs incurred in connection with the acquisition of a Subsequent Loan effected pursuant to this Agreement and shall, and Sponsor shall have delivered a computer file acceptable to the Trustee and the Securities Administrator containing such Loan Schedule to the Trustee and the Securities Administrator at least three (3) Business Days its own expense, on or prior to the related Subsequent Transfer Loan Cutoff Date;
(iii) as , indicate in its Computer Records that ownership of each Subsequent Transfer Date, as evidenced by delivery of Loan identified on the Subsequent Transfer Instrument, List of Loans has been sold by the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence Originator to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;Issuer pursuant to this Agreement.
(vi) except with respect to (i) Agented Loans, Co-Agented Loans and Third Party Agented Loans where the Depositor Originator (or a wholly-owned subsidiary of the Originator) receives payments on behalf of or as agent for the other lenders thereunder or where payments thereunder are made directly to such other lenders on behalf of or as agent for the Originator (or a wholly-owned subsidiary of the Originator) and (ii) Loans described in Section 7.01(d), the Servicer shall not have selected notified and directed the Obligor with respect to each Subsequent Loans in a manner that it believed Loan to be adverse make all payments on the Loans, whether by wire transfer, ACH or otherwise, directly to the interests of the CertificateholdersLockbox Account;
(vii) the Depositor Servicer shall have delivered notified and directed each of the Fund’s co-lenders under Co-Agented Loans and Third-Party Loans that receive payments on behalf of the Originator, to transfer such payments received from the Obligors with respect to such Subsequent Loans to the Trustee (with a copy to the Securities Administrator) a Subsequent Transfer Instrument confirming the satisfaction Lockbox Account within two Business Days of the conditions precedent specified in this Section 2.6 receipt of such payments by such co-lender; and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Loans;
(viii) to the Depositor extent that the Issuer requests an Advance from the Noteholders to make such acquisition of a Subsequent Loan, all conditions precedent to the making of such Advance under the Note Funding Agreement have been satisfied and the Noteholders shall have delivered made such Advance to the Trustee an Opinion Principal Reinvestment Account or, at the direction of Counsel addressed the Issuer, to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Loans; and
(ix) [GMAC] or a successor to [GMAC], appointed in accordance with the terms of this Agreement, is the servicer of the Subsequent LoansOriginator.
(c) Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the Cut-Off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date: (i) such Subsequent Loan may not be fifty-nine (59) or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off Date; (ii) the servicer of each Subsequent Loan will be [GMAC] (or its successor); (iii) such Subsequent Loan will be secured by a first lien; (iv) the original term to stated maturity of such Subsequent Loan will be no less than [___] months; (v) the latest maturity date of any Subsequent Loan will be no later than [_______]; (vi) no Subsequent Loan will have a first payment date occurring after [_______], 2007; (vii) such Subsequent Loan will have a credit score of not less than [____]; (viii) such Subsequent Loan will not have a loan-to-value ratio greater than [___]%; and (ix) such Subsequent Loan will not have a principal balance greater than $[______].
(d) As of each Subsequent Cut-Off Date, the aggregate of the Subsequent Loans identified and expected to be sold to the trust on the related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average credit score greater than approximately [___]; (ii) have no less than approximately [___]% of the Mortgaged Properties be owner occupied; (iii) have no less than approximately [___]% of the Mortgaged Properties be single family detached or planned unit developments; (iv) have no more than approximately [___]% of the Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately [___] months; (vi) have a weighted average loan-to-value ratio of not more than approximately [___]%; (vii) no more than approximately [___]% of the Subsequent Loan by aggregate principal balance will be concentrated in one state; and (viii) be acceptable to the Rating Agencies.
(e) Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee and the Securities Administrator as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that Sponsor shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.]
Appears in 1 contract
Samples: Sale and Servicing Agreement (Horizon Technology Finance Corp)
Conveyance of Subsequent Loans. (a) Subject The Seller, pursuant to the conditions set forth in paragraph (b) belowLoan Purchase Agreement, in consideration of the Securities Administrator’s deliverysells, on behalf of the Trusteetransfers, on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Accountassigns, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set sets over and convey without recourse otherwise conveys to the Trust Fund but subject to for the other terms and provisions of this Agreement all benefit of the rightNoteholders, title and interest of the Depositor in and to (i) the Subsequent Loans identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Datewithout recourse, (ii) all interest accruing thereon on and after the Subsequent Cut-Off Date and all collections in respect of interest and principal due after the Subsequent Cut-Off Date and (iii) all items with respect to such Subsequent Loans to be delivered pursuant to Section 2.1 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in such Subsequent Loans (which does not include servicing rights), including all interest and principal due on or with respect to such Subsequent Loans on or after the related Subsequent Transfer Date and all interest and principal payments on such Subsequent Loans received prior to the Subsequent Transfer Date in respect of installments of interest and principal due thereafter, but not including principal and interest accruing due on the such Subsequent Loans prior to the related Subsequent Cut-Off Transfer Date, any insurance policies in respect of such Subsequent Loans and all proceeds of any of the foregoing. The transfer Upon one Business Day’s prior written notice to the Trustee for deposit in Indenture Trustee, the Trust Fund by Servicer, the Depositor of Insurer and the Subsequent Loans identified Rating Agencies, on any Business Day during the Loan Schedule shall be absolute and is intended Pre-Funding Period designated by the Depositor, the Trustee Depositor, the Seller, the Servicer and the Certificateholders to constitute Indenture Trustee shall complete, execute and to be treated as deliver a sale Subsequent Transfer Agreement, and with the consent of the Insurer, so long as no Rating Agency has provided notice that the execution and delivery of such Subsequent Loans by Transfer Agreement will result in a reduction or withdrawal of the Depositor ratings assigned to the Trust FundNotes or the Class G Certificates, without regard to the Policy. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf transfer of the Trust Fund from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Principal Balance of the related Subsequent Loans so transferred (as identified on the Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Trust Fund the Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator shall release funds from the Pre-Funding Account only upon relating to them on a Subsequent Transfer Date is subject to the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Dateconditions:
(i) the Depositor shall have provided the Trustee, the Securities Administrator and the Rating Agencies with a timely addition notice substantially in the form set forth on Exhibit D hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Loans;
(ii) the Depositor shall have delivered to the Trustee and the Securities Administrator a duly executed Subsequent Transfer Instrument, substantially in the form of Exhibit E, which shall include a Loan Schedule listing the Subsequent Loans, and Sponsor shall have delivered a computer file acceptable to the Trustee and the Securities Administrator containing such Loan Schedule to the Trustee and the Securities Administrator at least three (3) Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Depositor shall not be insolvent nor shall it have been rendered insolvent by Loan conveyed on such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee (with a copy to the Securities Administrator) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.6 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Loans;
(viii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Loans; and
(ix) [GMAC] or a successor to [GMAC], appointed in accordance with the terms of this Agreement, is the servicer of the Subsequent Loans.
(c) Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have satisfies the characteristics set forth below as of the Cut-Off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect applicable to each such Subsequent it under the Loan determined Purchase Agreement as of the applicable Subsequent Transfer Date: (i; provided, however, that with respect to a breach of a representation and warranty with respect to a Subsequent Loan, the obligation under Section 2(d) of the Loan Purchase Agreement of the Seller to cure, repurchase or replace such Subsequent Loan may shall constitute the sole remedy against the Seller respecting such breach available to Noteholders, the Depositor or the Indenture Trustee;
(ii) the Indenture Trustee, the Insurer and the Rating Agencies are provided with an Opinion of Counsel or Opinions of Counsel, at the expense of the Depositor, stating that each REMIC in the Trust Fund is and shall continue to qualify as a REMIC following the transfer of the Subsequent Loans, to be delivered as provided pursuant to paragraph (b) below;
(iii) the Rating Agencies, the Insurer, the Indenture Trustee and the Indenture Trustee are provided with an Opinion of Counsel or Opinions of Counsel, at the expense of the Depositor, confirming that the transfer of the Subsequent Loans conveyed on such Subsequent Transfer Date is a true sale, to be delivered as provided pursuant to paragraph (b) below;
(iv) the execution and delivery of such Subsequent Transfer Agreement or conveyance of the related Subsequent Loans does not be fifty-nine result in a reduction or withdrawal of any ratings assigned to the Notes or the Class G Certificates by the Rating Agencies, without regard to the Policy;
(59v) no Subsequent Loan conveyed on such Subsequent Transfer Date is 30 or more days contractually delinquent as of the last day of the month preceding the Subsequent Cut-Off Date; such date;
(iivi) the servicer of each Subsequent Loan will be [GMAC] PNC.
(or its successor); (iii) such Subsequent Loan will be secured by a first lien; (ivvii) the original remaining term to stated maturity of such Subsequent Loan will be no less than [___] months; (v) the latest maturity date of any Subsequent Loan will be no later than [_______]; (vi) no Subsequent Loan will have a first payment date occurring after [_______], 2007; (vii) such Subsequent Loan will have a credit score of does not less than [____]; exceed 30 years for fully amortizing loans or 15 years for balloon loans;
(viii) such Subsequent Mortgage Loan will does not have a loan-to-value ratio greater Net Mortgage Rate less than [___]%; and 8.00% per annum;
(ix) such Subsequent Loan will not the Seller shall have a deposited in the Custodial Account all principal balance greater than $[______].
(d) As of each Subsequent Cut-Off Date, and interest collected with respect to the aggregate of the related Subsequent Loans identified and expected to be sold to the trust on or after the related Subsequent Transfer Date;
(x) such Subsequent Loan does not have a Combined Loan-to-Value Ratio greater than 100.00%;
(xi) such Subsequent Loan has a principal balance not greater than $550,000;
(xii) no Subsequent Loan shall have a final maturity date after April 1, including any 2037;
(xiii) such Subsequent Loan is secured by a first or second lien;
(xiv) such Subsequent Loan is otherwise acceptable to the Rating Agencies and the Insurer;
(xv) [reserved];
(xvi) following the conveyance of such Subsequent Loans that have not been identified on such Subsequent Transfer Date the characteristics of the Loans (based on the Initial Loans as of the Cut-Off off Date and are sold to the trust during the Pre-Funding Period, Subsequent Loans as of their related Subsequent Transfer Date) will satisfy the following criteria: be as follows:
(iA) have a weighted average credit score greater than approximately [___]; Mortgage Interest Rate of at least 10.00%;
(iiB) have no less than approximately [___]% of the Mortgaged Properties be owner occupied; (iii) have no less than approximately [___]% of the Mortgaged Properties be single family detached or planned unit developments; (iv) have no more than approximately [___]% of the Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately [___] 200 months; ;
(viC) have a weighted average loanCombined Loan-to-value ratio Value Ratio of not more than approximately [___]100%; ;
(viiD) a weighted average Credit Score of at least 680;
(E) no more than approximately [___]5.00% of the Subsequent Loan by aggregate principal balance will be Cut-off Date Principal Balance are balloon loans;
(F) no more than 40.00% by aggregate Cut-off Date Principal Balance are concentrated in one state; and (viii) be acceptable to the Rating Agencies.and
(eG) Notwithstanding no more than 15.00% by aggregate Cut-off Date Principal Balance relate to non-owner occupied properties;
(xvii) neither the foregoing, any Subsequent Loan may Seller nor the Depositor shall be rejected by any Rating Agency if insolvent or shall be rendered insolvent as a result of such transfer;
(xviii) no Event of Default has occurred hereunder; and
(xix) the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee and the Securities Administrator as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that Sponsor Depositor shall have delivered to the Indenture Trustee an Officer’s Certificate confirming the satisfaction of each Rating Agency at least three of these conditions precedent.
(3b) Business Days prior Upon (1) delivery to the Indenture Trustee and the Insurer by the Depositor of the Opinions of Counsel referred to in Sections 2.03(a)(ii) and (iii), (2) delivery to the Indenture Trustee and the Insurer by the Depositor of a revised Loan Schedule reflecting the Subsequent Loans conveyed on such Subsequent Transfer Date a computer file acceptable and delivery of the related Subsequent Loans to the Indenture Trustee or the Custodian and (3) delivery to the Indenture Trustee and the Insurer by the Depositor of an Officer’s Certificate confirming the satisfaction of each Rating Agency describing of the characteristics specified conditions precedent set forth in paragraphs Section 2.03(a), the Indenture Trustee shall remit to the Seller the Aggregate Subsequent Transfer Amount related to the Subsequent Loans transferred by the Seller on such Subsequent Transfer Date from funds in the Pre-Funding Account.
(c) The Indenture Trustee shall not be required to investigate or otherwise verify compliance with the conditions set forth in the preceding paragraph, except for its own receipt of documents specified above, and (d) aboveshall be entitled to rely on the required Officer’s Certificate.]
Appears in 1 contract
Conveyance of Subsequent Loans. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Loans identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-Off Date and all collections in respect of interest and principal due after the Subsequent Cut-Off Date and (iii) all items with respect to such Subsequent Loans to be delivered pursuant to Section 2.1 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Loans prior to the related Subsequent Cut-Off Date. The transfer to the Trustee for deposit in the Trust Fund by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf of the Trust Fund from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Scheduled Principal Balance of the related Subsequent Loans so transferred (as identified on the Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Trust Fund the Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator shall release funds from the Pre-Funding Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee, the Securities Administrator and the Rating Agencies with a timely addition notice substantially in the form set forth on Exhibit D H hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Loans;
(ii) the Depositor shall have delivered to the Trustee and the Securities Administrator a duly executed Subsequent Transfer Instrument, substantially in the form of Exhibit EI, which shall include a Loan Schedule listing the Subsequent Loans, and Sponsor the Seller shall have delivered a computer file acceptable to the Trustee and the Securities Administrator containing such Loan Schedule to the Trustee and the Securities Administrator at least three (3) Business Days prior to the related Subsequent Transfer Date. Pursuant to the Subsequent Transfer Instrument, the Depositor shall assign to the Trustee, on behalf of the Trust Fund, without recourse, for the benefit of the Certificateholders, all of its right, title and interest in and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Loans;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee (with a copy to the Securities Administrator) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.6 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Loans;
(viii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Loans; provided, however, that if the true sale opinion delivered on the Closing Date covers the transfer of the Subsequent Loans, no additional opinion need to be delivered, and
(ixviii) [GMAC] GMACM or a successor to [GMAC]GMACM, appointed in accordance with the terms of this Agreement, is the servicer of the Subsequent Loans.
(c) Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the Cut-Off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date: (i) such Subsequent Loan may not be fifty-nine thirty (5930) or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off Date; (ii) the servicer of each Subsequent Loan will be [GMAC] (GMACM or its a successor); (iii) such Subsequent Loan will be secured by a first lien; (iv) the original term to stated maturity of such Subsequent Loan will be no less than [___] 360 months; (v) the latest maturity date of any Subsequent Loan will be no later than [_______]July 2036; (vi) no Subsequent Loan will have a first payment date occurring after [_______], 2007August 2006; (vii) such Subsequent Loan will have a credit score of not less than [____]710; and (viii) such Subsequent Loan will not have a loan-to-value ratio greater than [___]95.00%; and (ix) such Subsequent Loan will not have a principal balance greater than $[______].
(d) As of each Subsequent Cut-Off Date, the aggregate of the Initial Loans and the Subsequent Loans identified and expected to be sold to the trust on the related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average credit score greater than approximately [___]709; (ii) have no less than approximately [___]84.29% of the Mortgaged Properties be owner occupied; (iii) have no less than approximately [___]82.21% of the Mortgaged Properties be single family detached or planned unit developments; (iv) have no more than approximately [___]21.53% of the Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately [___] 360 months; (vi) have a weighted average loan-to-value ratio of not more than approximately [___]76.12%; (vii) no more than approximately [___]49.20% of the Subsequent Loan by aggregate principal balance Principal Balance will be concentrated in one state; and (viii) be acceptable to the Rating Agencies.
(e) Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Seller (and the Seller shall notify the Trustee and the Securities Administrator Administrator) as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that Sponsor the Seller shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2006-Ar3)
Conveyance of Subsequent Loans. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Loans identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-Off Date and all collections in respect of interest and principal due after the Subsequent Cut-Off Date and (iii) all items with respect to such Subsequent Loans to be delivered pursuant to Section 2.1 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Loans prior to the related Subsequent Cut-Off Date. The transfer to the Trustee for deposit in the Trust Fund by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf of the Trust Fund from amounts released from the Group I Pre-Funding Sub-Account or Group II Pre-Funding Sub-Account, as applicable, shall be one-hundred percent (100%) of the aggregate Principal Balance of the related Subsequent Loans so transferred (as identified on the Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Trust Fund the Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator shall release funds from the Group I Pre-Funding Sub-Account or Group II Pre-Funding Sub-Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee, the Securities Administrator and the Rating Agencies with a timely addition notice substantially in the form set forth on Exhibit D hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Loans;
(ii) the Depositor shall have delivered to the Trustee and the Securities Administrator a duly executed Subsequent Transfer Instrument, substantially in the form of Exhibit E, which shall include a Loan Schedule listing the Subsequent Loans, and Sponsor the Seller shall have delivered a computer file acceptable to the Trustee and the Securities Administrator containing such Loan Schedule to the Trustee and the Securities Administrator at least three (3) Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee (with a copy to the Securities Administrator) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.6 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Loans;
(viii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Loans; and
(ix) [GMAC] GMAC or a successor to [GMAC], appointed in accordance with the terms of this Agreement, is the servicer of the Subsequent Loans.
(c) Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the Cut-Off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date: (i) such Subsequent Loan may not be fifty-nine (59) or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off Date; (ii) the servicer of each Subsequent Loan will be [GMAC] GMAC (or its successor); (iii) such Subsequent Loan will be secured by a first lien; (iv) the original term to stated maturity of such Subsequent Loan will be no less than [___] 360 months; (v) the latest maturity date of any Subsequent Loan will be no later than [_______]September 2035; (vi) no Subsequent Loan will have a first payment date occurring after [_______]October 1, 20072005; (vii) such Subsequent Loan will have a credit score of not less than [____]620; (viii) such Subsequent Loan will not have a loan-to-value ratio greater than [___]95.00%; and (ix) such Subsequent Loan will not have a principal balance greater than $[______]1,000,000.
(d) As of each Subsequent Cut-Off Date, the aggregate of the Subsequent Loans identified and expected to be sold to the trust on the related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average credit score greater than approximately [___]700; (ii) have no less than approximately [___]85.00% of the Mortgaged Properties be owner occupied; (iii) have no less than approximately [___]84.00% of the Mortgaged Properties be single family detached or planned unit developments; (iv) have no more than approximately [___]51.00% of the Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately [___] 360 months; (vi) have a weighted average loan-to-value ratio of not more than approximately [___]75.00%; (vii) no more than approximately [___]69.00% of the Subsequent Loan by aggregate principal balance will be concentrated in one state; and (viii) be acceptable to the Rating Agencies.
(e) Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee and the Securities Administrator as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that Sponsor the Seller shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities, Inc. Mortgage Loan Trust, Series 2005-5)
Conveyance of Subsequent Loans. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Loans identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-Off Date and all collections in respect of interest and principal due after the Subsequent Cut-Off Date and (iii) all items with respect to such Subsequent Loans to be delivered pursuant to Section 2.1 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Loans prior to the related Subsequent Cut-Off Date. The transfer to the Trustee for deposit in the Trust Fund by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf of the Trust Fund from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Scheduled Principal Balance of the related Subsequent Loans so transferred (as identified on the Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Trust Fund the Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator shall release funds from the Pre-Funding Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee, the Securities Administrator and the Rating Agencies with a timely addition notice substantially in the form set forth on Exhibit D H hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Loans;
(ii) the Depositor shall have delivered to the Trustee and the Securities Administrator a duly executed Subsequent Transfer Instrument, substantially in the form of Exhibit EI, which shall include a Loan Schedule listing the Subsequent Loans, and Sponsor the Seller shall have delivered a computer file acceptable to the Trustee and the Securities Administrator containing such Loan Schedule to the Trustee and the Securities Administrator at least three (3) Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee (with a copy to the Securities Administrator) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.6 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Loans;
(viii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Loans; and
(ix) [GMAC] GMAC or Wxxxx Fargo, or a successor to [GMAC]GMAC or Wxxxx Fargo, appointed in accordance with the terms of this Agreement, is the servicer of the Subsequent Loans.
(c) Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the Cut-Off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date: (i) such Subsequent Loan may not be fifty-nine thirty (5930) or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off Date; (ii) the servicer of each Subsequent Loan will be [GMAC] GMAC or Wxxxx Fargo (or its a successor); (iii) such Subsequent Loan will be secured by a first lien; (iv) the original term to stated maturity of such Subsequent Loan will be no less than [___] 360 months; (v) the latest maturity date of any Subsequent Loan will be no later than [_______]January, 2036; (vi) no Subsequent Loan will have a first payment date occurring after [_______]February, 20072006; (vii) such Subsequent Loan will have a credit score of not less than [____]620; and (viii) such Subsequent Loan will not have a loan-to-value ratio greater than [___]100.00%; and (ix) such Subsequent Loan will not have a principal balance greater than $[______].
(d) As of each Subsequent Cut-Off Date, the aggregate of the Subsequent Loans identified and expected to be sold to the trust on the related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average credit score greater than approximately [___]670; (ii) have no less than approximately [___]60% of the Mortgaged Properties be owner occupied; (iii) have no less than approximately [___]75% of the Mortgaged Properties be single family detached or planned unit developments; (iv) have no more than approximately [___]40% of the Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately [___] 360 months; (vi) have a weighted average loan-to-value ratio of not more than approximately [___]80%; (vii) no more than approximately [___]20% of the Subsequent Loan by aggregate principal balance Principal Balance will be concentrated in one state; and (viii) be acceptable to the Rating Agencies.
(e) Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee and the Securities Administrator as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that Sponsor the Seller shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-B Securities Mortgage Loan Trust, Series 2006-Ab1)
Conveyance of Subsequent Loans. (a) Subject to the conditions set forth in paragraph (b) below, below in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, 's delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Loans identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all principal and interest accruing thereon received on and such Subsequent Loans after the Subsequent applicable Cut-Off off Date and all collections in respect of interest and principal due after the for such Subsequent Cut-Off Date Loans and (iii) all items with respect to such Subsequent Loans to be delivered pursuant to Section 2.1 2.01 and the other items in the related Mortgage Loan Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Loans prior to the related Subsequent Cut-Off Date. The transfer to the Trustee for deposit in the Trust Fund by the Depositor of the such Subsequent Loans identified on the such Loan Schedule shall be absolute and is intended by the Depositor, the Trustee Master Servicer and the Certificateholders Trustee to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage Loan File for each Subsequent Loan shall be delivered to the Trustee (or the applicable Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf of the Trust Fund from amounts released from the Pre-Funding Account shall be equal one-hundred percent (100%) of the aggregate Principal Balance as of the related applicable Cut-off Date of the Subsequent Loans so transferred (as such Loans and such Principal Balances are identified on the Loan Schedule provided by loan schedule affixed to the Depositorrelated Subsequent Transfer Instrument). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.. Any Subsequent Loans acquired by the Trust Fund shall thereupon be included in Loan Group I.
(b) The Depositor shall transfer to the Trustee for deposit in the Trust Fund the applicable Subsequent Loans and the other property and rights related thereto as described in Section 2.10(a), and the Trustee shall release the funds described in the second to last paragraph of Section 2.10
(a) above, and the Securities Administrator shall release funds from the Pre-Funding Account Account, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee, Trustee with an Addition Notice at least four Business Days prior to the Securities Administrator and the Rating Agencies with a timely addition notice substantially in the form set forth on Exhibit D hereto (an “Addition Notice”) related Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the such Subsequent Loans;
(ii) the Depositor shall have delivered to the Trustee and the Securities Administrator a duly executed Subsequent Transfer Instrument, substantially in the form of Exhibit E, which shall include a Loan Schedule listing the such Subsequent Loans, and Sponsor the Seller shall have delivered a computer file acceptable to the Trustee and the Securities Administrator containing such Loan Schedule to the Trustee and the Securities Administrator at least three (3) four Business Days prior to the related such Subsequent Transfer Date;
(iii) as of each such Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit N, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to an Adverse REMIC Event, as evidenced by an Opinion of Counsel delivered at the Trust Fund or expense of the CertificateholdersSeller;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the such Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee (with a copy to the Securities Administrator) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.6 2.10 and, pursuant to the such Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the such Subsequent Loans;
(viii) the Seller shall have made to the Depositor and to the assignees of the Depositor's interests in the Subsequent Loans (including the Trust), as of the Subsequent Transfer Date, with respect to each Subsequent Loan, the same representations and warranties that were made by the Seller to the Depositor under the Loan Purchase Agreement with respect to the Loans that were purchased by the Depositor from the Seller thereunder (with references to the Cut-off Date being deemed to be references to the applicable Subsequent Cut-off Date).
(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of such Subsequent Loans regarding the true sale of such Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Initial Loans;
(x) the characteristics of the Subsequent Loans, and of Loan Group I after taking into account the transfer of such Subsequent Loans to the Trust Fund, shall fall within the parameters set forth in Section 2.10(c); and
(ixxi) [GMAC] or a successor to [GMAC], appointed in accordance with the terms of this Agreement, is Depositor shall have received the servicer written consent of the Certificate Insurer to the transfer of such Subsequent LoansLoans and shall have delivered a copy of such written consent to the Trustee.
(c) Each With respect to any conveyance of Subsequent Loan that has been identified and is expected to be sold Loans to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the Cut-Off Date. In additionTrust, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date, each such Subsequent Group I Loan will satisfy the following criteria: (i) such Subsequent Loan may not be fifty-nine (59) 30 or more days delinquent as of the last day of the month preceding the related Subsequent Cut-Off off Date; (ii) the servicer of each Subsequent Loan will be [GMAC] (or its successor); (iii) such Subsequent Loan will be secured by a first lien; (iv) the original term to stated maturity of such Subsequent Loan will not be no less than [___] months100 months and will not exceed 360 months as of the related Subsequent Cut-off Date; (iii) such Loan may not provide for negative amortization; (iv) such Loan will not have a Loan-to-Value Ratio at origination greater than 100%; (v) the latest maturity date of any Subsequent such Loan will be no later shall have a fixed Loan Rate that is not less than [_______]6.200% or greater than 17.000%; (vi) no Subsequent such Loan will shall have a first payment been serviced by the Seller since origination or the date occurring after [_______], 2007of purchase by the Seller; (vii) such Subsequent Loan will must have a credit score of not less than [____]first Due Date occurring in or before June 2001; (viii) such Subsequent Loan will not must have a loan-to-value ratio greater than [___]%; an original principal balance which conforms to Fxxxxx Mxx and Fxxxxxx Mac guidelines and (ix) such Loan shall have been underwritten in accordance with the criteria set forth under "New South Federal Savings Bank--Underwriting Standards" in the Prospectus Supplement. In addition, with respect to any conveyance of Subsequent Loan Loans to the Trust, following the purchase of any Subsequent Group I Loans by the Trust, the Group I Loans (including the Subsequent Group I Loans) will not have a principal balance greater than $[______].
(d) As as of each the Subsequent Cut-Off off Date, the aggregate of the Subsequent Loans identified and expected to be sold to the trust on the related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average credit score greater original term to stated maturity of not more than approximately [___]360 months; (ii) have no a weighted average Loan Rate of not less than approximately [___]10.250% of the Mortgaged Properties be owner occupiedand not more than 12.000%; (iii) have no less than approximately [___]% a weighted average Loan- Ratio at origination of the Mortgaged Properties be single family detached or planned unit developmentsMortgage Loans in Loan Group I of not more than 80.00% and of the Manufactured Home Loans in Loan Group I of not more than 89.00%; (iv) have no more than approximately [___]% Loan with an unpaid principal balance in excess of the Subsequent Loan be cash out refinance$275,000; (v) have a weighted average remaining term to stated maturity since origination not in excess of less than approximately [___] 60 months; (vi) have a weighted average loan-to-value ratio of not no more than approximately [___]%12.00% Manufactured Home Loans by aggregate principal balance of the Group I Loans as of the Subsequent Cut-off Date; (vii) have no more than approximately [___]8.00% of the Subsequent Loan second lien Loans by aggregate principal balance will be concentrated of the Group I Loans as of the Subsequent Cut-off Date; (ix) have no more than 70.00% of the Group I Loans, by aggregate principal balance of the Group I Loans as of the Subsequent Cut-off Date, with a refinance loan purpose; (x) have no more than 34.00% of the Properties relating to the Group I Loans, by aggregate principal bof the Group I Loans as of the Subsequent Cut-off Date, in one state; any single state and (viiixi) be acceptable to have a weighted average Credit Score (as defined in the Rating Agencies.
(eProspectus Supplement) Notwithstanding at origination of not less than 620. In the foregoingsole discretion of the Certificate Insurer, any Subsequent Loan Group I Loans with characteristics varying from those set forth above may be rejected purchased by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee and the Securities Administrator as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer DateTrust; provided, howeverhowever that the addition of such Loans will not, that Sponsor shall have delivered in the judgment of the Depositor, such judgement to each Rating Agency at least three (3) Business Days prior be evidenced in writing and provided to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the Trustee, materially affect the aggregate characteristics specified in paragraphs (c) and (d) aboveof the Group I Loans.]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Financial Asset Sec Corp New South Home Equity Trust 2001-1)
Conveyance of Subsequent Loans. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Loans identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-Off Date and all collections in respect of interest and principal due after the Subsequent Cut-Off Date and (iii) all items with respect to such Subsequent Loans to be delivered pursuant to Section 2.1 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Loans prior to the related Subsequent Cut-Off Date. The transfer to the Trustee for deposit in the Trust Fund by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf of the Trust Fund from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Scheduled Principal Balance of the related Subsequent Loans so transferred (as identified on the Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Trust Fund the Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator shall release funds from the Pre-Funding Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee, the Securities Administrator and the Rating Agencies with a timely addition notice substantially in the form set forth on Exhibit D H hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Loans;
(ii) the Depositor shall have delivered to the Trustee and the Securities Administrator a duly executed Subsequent Transfer Instrument, substantially in the form of Exhibit EI, which shall include a Loan Schedule listing the Subsequent Loans, and Sponsor the Seller shall have delivered a computer file acceptable to the Trustee and the Securities Administrator containing such Loan Schedule to the Trustee and the Securities Administrator at least three (3) Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee (with a copy to the Securities Administrator) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.6 2.06 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, Depositor in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Loans;
(viii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee Trustee, the Certificate Insurer and the Rating Agencies with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee and the Certificate Insurer on the Closing Date regarding the true sale of the Subsequent Loans; and
(ix) [GMAC] Countrywide or Xxxxx Fargo, or a successor to [GMAC]Countrywide or Xxxxx Fargo, appointed in accordance with the terms of this Agreement, is the servicer of the Subsequent Loans.
(c) Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the Cut-Off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date: (i) such Subsequent Loan may not be fifty-nine thirty (5930) or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off Date; (ii) the servicer of each Subsequent Loan will be [GMAC] Countrywide or Xxxxx Fargo (or its a successor); (iii) such Subsequent Loan will be secured by a first lien; (iv) the original term to stated maturity of such Subsequent Loan will be no less than [___] 360 months; (v) the latest maturity date of any Subsequent Loan will be no later than [_______]July 2036; (vi) no Subsequent Loan will have a first payment date occurring after [_______], 2007July 2006; (vii) such Subsequent Loan will have a credit score of not less than [____]620; and (viii) such Subsequent Loan will not have a loan-to-value ratio greater than [___]100.00%; and (ix) such Subsequent Loan will not have a principal balance greater than $[______].
(d) As of each Subsequent Cut-Off Date, the aggregate of the Subsequent Loans identified and expected to be sold to the trust on the related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average credit score greater than approximately [___]690; (ii) have no less than approximately [___]60% of the Mortgaged Properties be owner occupied; (iii) have no less than approximately [___]70% of the Mortgaged Properties be single family detached or planned unit developments; (iv) have no more than approximately [___]40% of the Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately [___] 360 months; (vi) have a weighted average loan-to-value ratio of not more than approximately [___]80%; (vii) no more than approximately [___]20% of the Subsequent Loan by aggregate principal balance Principal Balance will be concentrated in one state; and (viii) be acceptable to the Rating Agencies.
(e) Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee Trustee, the Certificate Insurer and the Securities Administrator as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that Sponsor the Seller shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-B Securities Mortgage Loan Trust, Series 2006-Ab3)
Conveyance of Subsequent Loans. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Loans identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-Off Date and all collections in respect of interest and principal due after the Subsequent Cut-Off Date and (iii) all items with respect to such Subsequent Loans to be delivered pursuant to Section 2.1 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Loans prior to the related Subsequent Cut-Off Date. The transfer to the Trustee for deposit in the Trust Fund by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf of the Trust Fund from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Scheduled Principal Balance of the related Subsequent Loans so transferred (as identified on the Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Trust Fund the Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator shall release funds from the Pre-Funding Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee, the Securities Administrator and the Rating Agencies with a timely addition notice substantially in the form set forth on Exhibit D H hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Loans;
(ii) the Depositor shall have delivered to the Trustee and the Securities Administrator a duly executed Subsequent Transfer Instrument, substantially in the form of Exhibit EI, which shall include a Loan Schedule listing the Subsequent Loans, and Sponsor the Seller shall have delivered a computer file acceptable to the Trustee and the Securities Administrator containing such Loan Schedule to the Trustee and the Securities Administrator at least three (3) Business Days prior to the related Subsequent Transfer Date. Pursuant to the Subsequent Transfer Instrument, the Depositor shall assign to the Trustee, on behalf of the Trust Fund, without recourse, for the benefit of the Certificateholders, all of its right, title and interest in and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Loans;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee (with a copy to the Securities Administrator) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.6 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Loans;
(viii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Loans; provided, however, that if the true sale opinion delivered on the Closing Date covers the transfer of the Subsequent Loans, no additional opinion need to be delivered, and
(ixviii) [GMAC] GMACM or a successor to [GMAC]GMACM, appointed in accordance with the terms of this Agreement, is the servicer of the Subsequent Loans.
(c) Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the Cut-Off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date: (i) such Subsequent Loan may not be fifty-nine thirty (5930) or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off Date; (ii) the servicer of each Subsequent Loan will be [GMAC] (GMACM or its a successor); (iii) such Subsequent Loan will be secured by a first lien; (iv) the original term to stated maturity of such Subsequent Loan will be no less than [___] 360 months; (v) the latest maturity date of any Subsequent Loan will be no later than [_______]November 1, 2046; (vi) no Subsequent Loan will have a first payment date occurring after [_______], February 2007; and (vii) such Subsequent Loan will have a credit score of not less than [____]; (viii) such Subsequent Loan will not have a loan-to-value ratio greater than [___]100.00%; and (ix) such Subsequent Loan will not have a principal balance greater than $[______].
(d) As of each Subsequent Cut-Off Date, the aggregate of the Subsequent Loans identified and expected to be sold to the trust on the related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average credit score greater than approximately [___]705; (ii) have no less than approximately [___]82.00% of the Mortgaged Properties be owner occupied; (iii) have no less than approximately [___]81.00% of the Mortgaged Properties be single family detached or planned unit developments; (iv) have no more than approximately [___]22.00% of the Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately [___] 360 months; (vi) have a weighted average loan-to-value ratio of not more than approximately [___]77.00%; (vii) no more than approximately [___]45.00% of the Subsequent Loan by aggregate principal balance Principal Balance will be concentrated in one state; and (viii) be acceptable to the Rating Agencies.
(e) Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Seller (and the Seller shall notify the Trustee and the Securities Administrator Administrator) as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that Sponsor the Seller shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2006-Ar6)
Conveyance of Subsequent Loans. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Securities Administrator’s 's delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Loans identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-Off Date and all collections in respect of interest and principal due after the Subsequent Cut-Off Date and (iii) all items with respect to such Subsequent Loans to be delivered pursuant to Section 2.1 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Loans prior to the related Subsequent Cut-Off Date. The transfer to the Trustee for deposit in the Trust Fund by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf of the Trust Fund from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) [ ] of the aggregate Principal Balance of the related Subsequent Loans so transferred (as identified on the Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Trust Fund the Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator shall release funds from the Pre-Funding Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee, the Securities Administrator and the Rating Agencies with a timely addition notice substantially in the form set forth on Exhibit D hereto (an “"Addition Notice”") and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Loans;
(ii) the Depositor shall have delivered to the Trustee and the Securities Administrator a duly executed Subsequent Transfer Instrument, substantially in the form of Exhibit E, which shall include a Loan Schedule listing the Subsequent Loans, and Sponsor [ ] shall have delivered a computer file acceptable to the Trustee and the Securities Administrator containing such Loan Schedule to the Trustee and the Securities Administrator at least three (3) [ ] Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee (with a copy to the Securities Administrator) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.6 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Loans;
(viii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Loans; and
(ix) [GMAC[ ] or a successor to [GMAC[ ], appointed in accordance with the terms of this Agreement, is the servicer of the Subsequent Loans.
(c) Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the Cut-Off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date: (i) such Subsequent Loan may not be fifty-nine (59) [ ] or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off Date; (ii) the servicer of each Subsequent Loan will be [GMAC[ ] (or its successor); (iii) such Subsequent Loan will be secured by a first lien; (iv) the original term to stated maturity of such Subsequent Loan will be no less than [___] months[ ]; (v) the latest maturity date of any Subsequent Loan will be no later than [_______[ ]; (vi) no Subsequent Loan will have a first payment date occurring after [_______[ ], 2007; (vii) such Subsequent Loan will have a credit score of not less than [____[ ]; (viii) such Subsequent Loan will not have a loan-to-value ratio greater than [___[ ]%; and (ix) such Subsequent Loan will not have a principal balance greater than $[______[ ].
(d) As of each Subsequent Cut-Off Date, the aggregate of the Subsequent Loans identified and expected to be sold to the trust on the related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average credit score greater than approximately [___[ ]; (ii) have no less than approximately [___[ ]% of the Mortgaged Properties be owner occupied; (iii) have no less than approximately [___[ ]% of the Mortgaged Properties be single family detached or planned unit developments; (iv) have no more than approximately [___[ ]% of the Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately [___] months[ ]; (vi) have a weighted average loan-to-value ratio of not more than approximately [___[ ]%; (vii) no more than approximately [___[ ]% of the Subsequent Loan by aggregate principal balance will be concentrated in one state; and (viii) be acceptable to the Rating Agencies.
(e) Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates. At least one (1) [ ] Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee and the Securities Administrator as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that Sponsor [ ] shall have delivered to each Rating Agency at least three (3) [ ] Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Inc)
Conveyance of Subsequent Loans. (a) Subject With respect to any Subsequent Loans to be conveyed to the conditions set forth in paragraph (b) below, in consideration of Issuer by the Securities Administrator’s delivery, on behalf of Originator during the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding AccountInvestment Period, the Depositor shall Originator on any Subsequent Transfer Date may sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse to other than as expressly provided herein (and the Trust Fund but subject to Issuer may purchase (i) through cash payment from amounts on deposit in the other terms and provisions Principal Reinvestment Account, (ii) at the direction of this Agreement the Issuer, through direct payment of Advances by the Noteholders or (iii) through a combination of the foregoing), all of the right, title and interest of the Depositor Originator in and to (i) the Subsequent Loans identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on Assets, such Subsequent Transfer Dateproperty, (ii) all interest accruing thereon on and after the Subsequent Cut-Off Date and all collections in respect of interest and principal due after the Subsequent Cut-Off Date and (iii) all items with respect to upon such Subsequent Loans to be delivered pursuant to Section 2.1 and the other items in the related Mortgage Files; providedtransfer, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Loans prior to the related Subsequent Cut-Off Date. The transfer to the Trustee for deposit in the Trust Fund by the Depositor becoming part of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf of the Trust Fund from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Principal Balance of the related Subsequent Loans so transferred (as identified on the Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the CodeCollateral.
(b) The Depositor cash to be paid by the Issuer for any Subsequent Loan shall be equal to the Subsequent Loan Cash Purchase Price which may equal, exceed or be less than the fair market value of such Subsequent Loan as of the related Subsequent Loan Cutoff Date, plus in each case accrued interest thereon. To the extent the Subsequent Loan Cash Purchase Price of any Subsequent Loan is less than the fair market value thereof, the Originator shall have made a capital contribution to the Issuer in an amount equal to the difference between the purchase price and the fair market value of such Subsequent Loan.
(c) The Originator shall transfer to the Trustee for deposit in Issuer hereunder the Trust Fund the applicable Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator shall release funds from the Pre-Funding Account Related Property only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Loan Cutoff Date:
(i) the Depositor Originator shall have provided delivered to the TrusteeIssuer, the Securities Administrator Custodian and the Rating Agencies with Trustee a timely addition notice substantially in Transfer Notice of such proposed acquisition of Subsequent Loans and a Borrowing Base Certificate dated as of such Subsequent Loan Cutoff Date, which shall be delivered no later than 5:00 p.m. New York City time on the form set forth on Exhibit D hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee with respect to the related Subsequent LoansLoan Cutoff Date;
(ii) the Depositor Originator shall have delivered to the Trustee Issuer, the Custodian and the Securities Administrator Trustee a duly executed Subsequent Transfer Instrument, substantially List of Loans listing the applicable Subsequent Loans and an assignment agreement as required by the related Underlying Loan Agreement indicating that the Issuer is the holder of the related Subsequent Loan;
(iii) the Originator shall have deposited or caused to be deposited in the form Collection Account all Collections received by it with respect to the applicable Subsequent Loans on and after the related Subsequent Loan Cutoff Date;
(iv) each of Exhibit E, which shall include a Loan Schedule listing the representations and warranties made by Originator pursuant to Section 3.02 and Section 3.04 applicable to the Subsequent LoansLoans shall be true and correct in all material respects as of the related Subsequent Loan Cutoff Date; and
(v) the Originator shall bear all incidental transactions costs incurred in connection with the acquisition of a Subsequent Loan effected pursuant to this Agreement and shall, and Sponsor shall have delivered a computer file acceptable to the Trustee and the Securities Administrator containing such Loan Schedule to the Trustee and the Securities Administrator at least three (3) Business Days its own expense, on or prior to the related Subsequent Transfer Loan Cutoff Date;
(iii) as , indicate in its Computer Records that ownership of each Subsequent Transfer Date, as evidenced by delivery of Loan identified on the Subsequent Transfer Instrument, List of Loans has been sold by the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence Originator to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;Issuer pursuant to this Agreement.
(vi) except with respect to (i) Agented Loans, Co-Agented Loans and Third Party Agented Loans where the Depositor Originator (or a wholly-owned subsidiary of the Originator) receives payments on behalf of or as agent for the other lenders thereunder or where payments thereunder are made directly to such other lenders on behalf of or as agent for the Originator (or a wholly-owned subsidiary of the Originator) and (ii) Loans described in Section 7.01(d), the Servicer shall not have selected notified and directed the Obligor with respect to each Subsequent Loans in a manner that it believed Loan to be adverse make all payments on the Loans, whether by wire transfer, ACH or otherwise, directly to the interests of the CertificateholdersLockbox Account;
(vii) the Depositor Servicer shall have delivered notified and directed each of the Fund’s co-lenders under Co-Agented Loans and Third-Party Loans that receive payments on behalf of the Originator, to transfer such payments received from the Obligors with respect to such Subsequent Loans to the Trustee (with a copy to the Securities Administrator) a Subsequent Transfer Instrument confirming the satisfaction Lockbox Account within two Business Days of the conditions precedent specified in this Section 2.6 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit receipt of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Loanssuch payments by such co-lender;
(viii) to the Depositor extent that the Issuer requests an Advance from the Noteholders to make such acquisition of a Subsequent Loan, all conditions precedent to the making of such Advance under the Note Funding Agreement have been satisfied and the Noteholders shall have delivered made such Advance to the Trustee an Opinion Principal Reinvestment Account or, at the direction of Counsel addressed the Issuer, to the Trustee and Originator;
(ix) in connection with the Rating Agencies acquisition of any Subsequent Loan, there shall be no delinquent payment, or any part of payment, due under such Subsequent Loan on the related Subsequent Loan Cutoff Date; and
(x) in the case of a transfer of a Subsequent Loan in connection with a Substitution, the requirements of Section 2.05 shall be satisfied with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Loans; and
(ix) [GMAC] or a successor to [GMAC], appointed in accordance with the terms of this Agreement, is the servicer of the Subsequent Loansrelated Substitution Event.
(c) Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the Cut-Off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date: (i) such Subsequent Loan may not be fifty-nine (59) or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off Date; (ii) the servicer of each Subsequent Loan will be [GMAC] (or its successor); (iii) such Subsequent Loan will be secured by a first lien; (iv) the original term to stated maturity of such Subsequent Loan will be no less than [___] months; (v) the latest maturity date of any Subsequent Loan will be no later than [_______]; (vi) no Subsequent Loan will have a first payment date occurring after [_______], 2007; (vii) such Subsequent Loan will have a credit score of not less than [____]; (viii) such Subsequent Loan will not have a loan-to-value ratio greater than [___]%; and (ix) such Subsequent Loan will not have a principal balance greater than $[______].
(d) As of each Subsequent Cut-Off Date, the aggregate of the Subsequent Loans identified and expected to be sold to the trust on the related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average credit score greater than approximately [___]; (ii) have no less than approximately [___]% of the Mortgaged Properties be owner occupied; (iii) have no less than approximately [___]% of the Mortgaged Properties be single family detached or planned unit developments; (iv) have no more than approximately [___]% of the Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately [___] months; (vi) have a weighted average loan-to-value ratio of not more than approximately [___]%; (vii) no more than approximately [___]% of the Subsequent Loan by aggregate principal balance will be concentrated in one state; and (viii) be acceptable to the Rating Agencies.
(e) Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee and the Securities Administrator as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that Sponsor shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.]
Appears in 1 contract
Samples: Sale and Servicing Agreement (Horizon Technology Finance Corp)
Conveyance of Subsequent Loans. (a) Subject to the conditions set forth in paragraph (b) below, below in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Loans identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-Off off Date and all collections in respect of interest and principal due after the Subsequent Cut-Off off Date and (iii) all items with respect to such Subsequent Loans to be delivered pursuant to Section 2.1 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Loans prior to the related Subsequent Cut-Off off Date. The transfer to the Trustee for deposit in the Trust Fund mortgage pool by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable related Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf of the Trust Fund Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Loans so transferred (as identified on the Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Trust Fund mortgage pool the Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator shall release funds from the Pre-Funding Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee, the Securities Administrator and the Rating Agencies with a timely addition notice substantially in the form set forth on Exhibit D hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Loans;
(ii) the Depositor shall have delivered to the Trustee and the Securities Administrator a duly executed Subsequent Transfer Instrument, substantially in the form of Exhibit E, which shall include a Loan Schedule listing the Subsequent Loans, and Sponsor the Seller shall have delivered a computer file acceptable to the Trustee and the Securities Administrator containing such Loan Schedule to the Trustee and the Securities Administrator at least three (3) Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit E, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee (with a copy to the Securities Administrator) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.6 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Loans;
(viii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Loans; and
(ix) [GMAC] GMAC or a successor to [GMAC], GMAC appointed in accordance with the terms of this Agreement, Agreement is the servicer of the Subsequent Loans.
(c) Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the Cut-Off off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date: (i) such Subsequent Loan may not be fifty-nine (59) or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off off Date; (ii) the servicer of each Subsequent Loan will be [GMAC] (or its successor); (iii) such Subsequent Loan will be secured by a first lien; (iv) the original term to stated maturity of such Subsequent Loan will be no less than [___] 240 months; (v) the latest maturity date of any Subsequent Loan will be no later than [_______]August 1, 2035; (vi) no Subsequent Loan will have a first payment date occurring after [_______]October 1, 20072005; (vii) such Subsequent Loan will have a credit score of not less than [____]654; (viii) such Subsequent Loan will not have a loan-to-value ratio greater than [___]95.00%; and (ix) such Subsequent Loan will not have a principal balance greater than $[______]604,000.
(d) As of each Subsequent Cut-Off off Date, the aggregate of the Subsequent Loans identified and expected to be sold to the trust on the related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average credit score greater than approximately [___]720; (ii) have no less than approximately [___]67.00% of the Mortgaged Properties be owner occupied; (iii) have no less than approximately [___]67.00% of the Mortgaged Properties be single family detached or planned unit developments; (iv) have no more than approximately [___]45.00% of the Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately [___] 358 months; (vi) have a weighted average loan-to-value ratio of not more than approximately [___]74.00%; (vii) no more than approximately [___]42.00% of the Subsequent Loan by aggregate principal balance will be concentrated in one state; and (viii) be acceptable to the Rating Agencies.
(e) Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee and the Securities Administrator as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that Sponsor the Seller shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities, Inc. Mortgage Loan Trust, Series 2005-4)
Conveyance of Subsequent Loans. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Loans identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-Off Date and all collections in respect of interest and principal due after the Subsequent Cut-Off Date and (iii) all items with respect to such Subsequent Loans to be delivered pursuant to Section 2.1 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Loans prior to the related Subsequent Cut-Off Date. The transfer to the Trustee for deposit in the Trust Fund by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf of the Trust Fund from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Scheduled Principal Balance of the related Subsequent Loans so transferred (as identified on the Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Trust Fund the Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator shall release funds from the Pre-Funding Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee, the Securities Administrator and the Rating Agencies with a timely addition notice substantially in the form set forth on Exhibit D H hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Loans;
(ii) the Depositor shall have delivered to the Trustee and the Securities Administrator a duly executed Subsequent Transfer Instrument, substantially in the form of Exhibit EI, which shall include a Loan Schedule listing the Subsequent Loans, and Sponsor the Seller shall have delivered a computer file acceptable to the Trustee and the Securities Administrator containing such Loan Schedule to the Trustee and the Securities Administrator at least three (3) Business Days prior to the related Subsequent Transfer Date. Pursuant to the Subsequent Transfer Instrument, the Depositor shall assign to the Trustee, on behalf of the Trust Fund, without recourse, for the benefit of the Certificateholders, all of its right, title and interest in and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Loans;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee (with a copy to the Securities Administrator) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.6 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Loans;
(viii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Loans; and
(ix) [GMAC] or a successor to [GMAC]provided, appointed in accordance with however, that if the terms of this Agreement, is true sale opinion delivered on the servicer Closing Date covers the transfer of the Subsequent Loans, no additional opinion need to be delivered, and
(viii) [Reserved].
(c) Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the Cut-Off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date: (i) such Subsequent Loan may not be fifty-nine thirty (5930) or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off Date; (ii) the servicer of each Subsequent Loan will be [GMAC] (or its successor); (iii) such Subsequent Loan will be secured by a first lien; (iviii) the original term to stated maturity of such Subsequent Loan will be no less than [___] 360 months; (viv) the latest maturity date of any Subsequent Loan will be no later than [_______]November 1, 2036; (viv) no Subsequent Loan will have a first payment date occurring after [_______], 2007December 2006; and (vii) such Subsequent Loan will have a credit score of not less than [____]; (viiivi) such Subsequent Loan will not have a loan-to-value ratio greater than [___]95.00%; and (ix) such Subsequent Loan will not have a principal balance greater than $[______].
(d) As of each Subsequent Cut-Off Date, the aggregate of the Initial Loans and the Subsequent Loans identified and expected to be sold to the trust on the related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average credit score greater than approximately [___]710; (ii) have no less than approximately [___]83.00% of the Mortgaged Properties be owner occupied; (iii) have no less than approximately [___]80.00% of the Mortgaged Properties be single family detached or planned unit developments; (iv) have no more than approximately [___]23.00% of the Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately [___] 360 months; (vi) have a weighted average loan-to-value ratio of not more than approximately [___]77.00%; (vii) no more than approximately [___]48.00% of the Subsequent Loan by aggregate principal balance Principal Balance will be concentrated in one state; and (viii) be acceptable to the Rating Agencies.
(e) Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Seller (and the Seller shall notify the Trustee and the Securities Administrator Administrator) as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that Sponsor the Seller shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2006-Ar4)
Conveyance of Subsequent Loans. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Loans identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-Off Date and all collections in respect of interest and principal due after the Subsequent Cut-Off Date and (iii) all items with respect to such Subsequent Loans to be delivered pursuant to Section 2.1 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Loans prior to the related Subsequent Cut-Off Date. The transfer to the Trustee for deposit in the Trust Fund by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf of the Trust Fund from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Principal Balance of the related Subsequent Loans so transferred (as identified on the Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Trust Fund the Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator shall release funds from the Pre-Funding Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee, the Securities Administrator and the Rating Agencies with a timely addition notice substantially in the form set forth on Exhibit D hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Loans;
(ii) the Depositor shall have delivered to the Trustee and the Securities Administrator a duly executed Subsequent Transfer Instrument, substantially in the form of Exhibit E, which shall include a Loan Schedule listing the Subsequent Loans, and Sponsor shall have delivered a computer file acceptable to the Trustee and the Securities Administrator containing such Loan Schedule to the Trustee and the Securities Administrator at least three (3) Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee (with a copy to the Securities Administrator) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.6 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Loans;
(viii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Loans; and
(ix) [GMAC] or a successor to [GMAC], appointed in accordance with the terms of this Agreement, is the servicer of the Subsequent Loans.
(c) Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the Cut-Off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date: (i) such Subsequent Loan may not be fifty-nine (59) or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off Date; (ii) the servicer of each Subsequent Loan will be [GMAC] (or its successor); (iii) such Subsequent Loan will be secured by a first lien; (iv) the original term to stated maturity of such Subsequent Loan will be no less than [___] months; (v) the latest maturity date of any Subsequent Loan will be no later than [_______]; (vi) no Subsequent Loan will have a first payment date occurring after [_______], 20072006; (vii) such Subsequent Loan will have a credit score of not less than [____]; (viii) such Subsequent Loan will not have a loan-to-value ratio greater than [___]%; and (ix) such Subsequent Loan will not have a principal balance greater than $[______].
(d) As of each Subsequent Cut-Off Date, the aggregate of the Subsequent Loans identified and expected to be sold to the trust on the related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average credit score greater than approximately [___]; (ii) have no less than approximately [___]% of the Mortgaged Properties be owner occupied; (iii) have no less than approximately [___]% of the Mortgaged Properties be single family detached or planned unit developments; (iv) have no more than approximately [___]% of the Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately [___] months; (vi) have a weighted average loan-to-value ratio of not more than approximately [___]%; (vii) no more than approximately [___]% of the Subsequent Loan by aggregate principal balance will be concentrated in one state; and (viii) be acceptable to the Rating Agencies.
(e) Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee and the Securities Administrator as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that Sponsor shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Inc)
Conveyance of Subsequent Loans. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Loans identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-Off Date and all collections in respect of interest and principal due after the Subsequent Cut-Off Date and (iii) all items with respect to such Subsequent Loans to be delivered pursuant to Section 2.1 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Loans prior to the related Subsequent Cut-Off Date. The transfer to the Trustee for deposit in the Trust Fund by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf of the Trust Fund from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Scheduled Principal Balance of the related Subsequent Loans so transferred (as identified on the Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Trust Fund the Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator shall release funds from the Pre-Funding Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee, the Securities Administrator Administrator, the Insurer and the Rating Agencies with a timely addition notice substantially in the form set forth on Exhibit D H hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee or the Insurer with respect to the Subsequent Loans;
(ii) the Depositor shall have delivered to the Trustee and the Securities Administrator a duly executed Subsequent Transfer Instrument, substantially in the form of Exhibit EI, which shall include a Loan Schedule listing the Subsequent Loans, and Sponsor the Seller shall have delivered a computer file acceptable to the Trustee and the Securities Administrator containing such Loan Schedule to the Trustee and the Securities Administrator at least three (3) Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Loans in a manner that it believed to be adverse to the interests of the CertificateholdersCertificateholders or the Insurer;
(vii) the Depositor shall have delivered to the Trustee (with a copy to the Securities Administrator) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.6 2.06 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, Depositor in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Loans;
(viii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee Trustee, the Insurer and the Rating Agencies with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee and the Insurer on the Closing Date regarding the true sale of the Subsequent Loans; and
(ix) [GMAC] Countrywide or Xxxxx Fargo, or a successor to [GMAC]Countrywide or Xxxxx Fargo, appointed in accordance with the terms of this Agreement, is the servicer of the Subsequent Loans.
(c) Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the Cut-Off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date: (i) such Subsequent Loan may not be fifty-nine thirty (5930) or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off Date; (ii) the servicer of each Subsequent Loan will be [GMAC] GMACM (or its a successor); (iii) such Subsequent Loan will be secured by a first lien; (iv) the original term to stated maturity of such Subsequent Loan will be no less than [___] 360 months; (v) the latest maturity date of any Subsequent Loan will be no later than [_______]October 25, 2036; (vi) no Subsequent Loan will have a first payment date occurring after [_______]October 1, 20072006; (vii) such Subsequent Loan will have a credit score of not less than [____]600; and (viii) such Subsequent Loan will not have a loan-to-value ratio greater than [___]100%; and (ix) such Subsequent Loan will not have a principal balance greater than $[______].
(d) As of each Subsequent Cut-Off Date, the aggregate of the Initial Loans and the Subsequent Loans identified and expected to be sold to the trust on the related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average credit score greater than approximately [___]680; (ii) have no less than approximately [___]65% of the Mortgaged Properties be owner occupied; (iii) have no less than approximately [___]70% of the Mortgaged Properties be single family detached or planned unit developments; (iv) have no more than approximately [___]35% of the Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately [___] 360 months; (vi) have a weighted average loan-to-value ratio of not more than approximately [___]80%; (vii) no more than approximately [___]25% of the Subsequent Loan Loans by aggregate principal balance Principal Balance will be concentrated in one state; and (viii) be acceptable to the Rating Agencies.
(e) Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of CertificatesCertificates (without regard to the Policy). At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify Seller (and the Trustee Seller shall notify the Trustee, the Insurer and the Securities Administrator as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that Sponsor the Seller shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-B Securities Mortgage Loan Trust, Series 2006-Ab4)
Conveyance of Subsequent Loans. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the each Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Loans identified on the related Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-Off Date and all collections in respect of interest and principal due on and after the Subsequent Cut-Off Date and (iii) all items with respect to such Subsequent Loans to be delivered pursuant to Section 2.1 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Loans prior to the related Subsequent Cut-Off Date. The transfer to the Trustee for deposit in the Trust Fund by the Depositor of the Subsequent Loans identified on the related Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf of the Trust Fund from amounts released from the related Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Scheduled Principal Balance of the related Subsequent Loans so transferred (as identified on the related Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Trust Fund the Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator shall release funds from the related Pre-Funding Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee, the Group I Senior Certificate Insurer (with respect to Group I), the Securities Administrator and the Rating Agencies with a timely addition notice substantially in the form set forth on Exhibit D H hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee or the Group I Senior Certificate Insurer (with respect to Group I) with respect to the Subsequent Loans;
(ii) the Depositor shall have delivered to the Trustee Trustee, the Group I Senior Certificate Insurer (with respect to Group I) and the Securities Administrator a duly executed Subsequent Transfer Instrument, substantially in the form of Exhibit EI, which shall include a related Loan Schedule listing the Subsequent Loans, and Sponsor the Seller shall have delivered a computer file acceptable to the Trustee Trustee, the Group I Senior Certificate Insurer (with respect to Group I) and the Securities Administrator containing such Loan Schedule to the Trustee Trustee, the Group I Senior Certificate Insurer (with respect to Group I) and the Securities Administrator at least three (3) Business Days prior to the related Subsequent Transfer Date. Pursuant to such Subsequent Transfer Instrument, the Depositor shall assign to the Trustee, on behalf of the Trust Fund, without recourse, for the benefit of the related Certificateholders and the Group I Senior Certificate Insurer (with respect to Group I), all of its right, title and interest in and under the related Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Loans;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Loans in a manner that it believed to be adverse to the interests of the Certificateholders;Certificateholders or the Group I Senior Certificate Insurer (with respect to Group I); and
(vii) the Depositor shall have delivered to the Trustee and the Group I Senior Certificate Insurer (with a copy respect to the Securities AdministratorGroup I) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.6 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Loans;
(viii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee Trustee, the Group I Senior Certificate Insurer (with respect to Group I) and the Rating Agencies with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee and the Group I Senior Certificate Insurer (with respect to Group I) on the Closing Date regarding the true sale of the Subsequent Loans; and
(ix) [GMAC] or a successor to [GMAC]provided, appointed in accordance with however, that if the terms of this Agreement, is true sale opinion delivered on the servicer Closing Date covers the transfer of the Subsequent Loans, no additional opinion need to be delivered.
(c) Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the Cut-Off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan (determined as of the applicable Subsequent Transfer Date: )
(i) With respect to Group I and the related Subsequent Loans:
(a) such Subsequent Loan may not be fifty-nine thirty (5930) or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off Date; ;
(ii) the servicer of each Subsequent Loan will be [GMAC] (or its successor); (iiib) such Subsequent Loan will be secured by a first lien; ;
(ivc) the original term to stated maturity of such Subsequent Loan will be no less than [___] 347 months; ;
(vd) the latest maturity date of any Subsequent Loan will be no later than [_______]; April 2037;
(vie) no Subsequent Loan will have a first payment date occurring after [_______]May 1, 2007; ;
(vii) such Subsequent Loan will have a credit score of not less than [____]; (viiif) such Subsequent Loan will not have a loan-to-value ratio greater than [___]95.00%; and ;
(ixg) such Subsequent Loan will not have a principal balance greater than $[______].
(d) As of each Subsequent Cut-Off Date, the aggregate of the Subsequent Loans identified and expected to be sold to the trust on the related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average credit score greater than of approximately [___]; 716;
(iih) Such Subsequent Loan will have no less than approximately [___]% been originated by one of the Mortgaged Properties be owner occupied; (iii) have no less than approximately [___]% originators of the Mortgaged Properties Initial Loans related to Group I and will be single family detached or planned unit developments; (iv) have no more than approximately [___]% serviced by one of the servicers of the Initial Loans related to Group I;
(i) such Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately [___] months; (vi) have a weighted average loan-to-value ratio of not more than approximately [___]%; (vii) no more than approximately [___]% of the Subsequent Loan by aggregate principal balance will be concentrated in one state; and (viii) be acceptable to the Rating Agencies.Group I Senior Certificate Insurer; and
(ej) Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect complies with the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee representations and the Securities Administrator as to which Subsequent Loans, if any, shall not be included warranties set forth in the transfer on the Subsequent Transfer Date; provided, however, that Sponsor shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) aboveMortgage Loan Purchase Agreement.]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Ar3)
Conveyance of Subsequent Loans. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Loans identified on the Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-Off Date and all collections in respect of interest and principal due after the Subsequent Cut-Off Date and (iii) all items with respect to such Subsequent Loans to be delivered pursuant to Section 2.1 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Loans prior to the related Subsequent Cut-Off Date. The transfer to the Trustee for deposit in the Trust Fund by the Depositor of the Subsequent Loans identified on the Loan Schedule shall be absolute and is intended by the Depositor, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Loan shall be delivered to the Trustee (or the applicable Custodian on its behalf) at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Trustee on behalf of the Trust Fund from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Principal Balance of the related Subsequent Loans so transferred (as identified on the Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Trust Fund the Subsequent Loans and the other property and rights related thereto as described in paragraph (a) above, and the Securities Administrator shall release funds from the Pre-Funding Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee, the Securities Administrator and the Rating Agencies with a timely addition notice substantially in the form set forth on Exhibit D hereto (an “Addition Notice”) and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Loans;
(ii) the Depositor shall have delivered to the Trustee and the Securities Administrator a duly executed Subsequent Transfer Instrument, substantially in the form of Exhibit E, which shall include a Loan Schedule listing the Subsequent Loans, and Sponsor DBSP shall have delivered a computer file acceptable to the Trustee and the Securities Administrator containing such Loan Schedule to the Trustee and the Securities Administrator at least three (3) Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee (with a copy to the Securities Administrator) a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.6 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Loans;
(viii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Loans; and
(ix) [GMAC] GMAC or a successor to [GMAC], appointed in accordance with the terms of this Agreement, is the servicer of the Subsequent Loans.
(c) Each Subsequent Loan that has been identified and is expected to be sold to the trust on the related Subsequent Transfer Date will have the characteristics set forth below as of the Cut-Off Date. In addition, the obligation of the Trust Fund to purchase any Subsequent Loan that has not been identified on the Cut-Off Date, but is sold to the Trust during the Pre-Funding Period, is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Loan determined as of the applicable Subsequent Transfer Date: (i) such Subsequent Loan may not be fifty-nine (59) or more days delinquent as of the last day of the month preceding the Subsequent Cut-Off Date; (ii) the servicer of each Subsequent Loan will be [GMAC] GMAC (or its successor); (iii) such Subsequent Loan will be secured by a first lien; (iv) the original term to stated maturity of such Subsequent Loan will be no less than [___] 240 months; (v) the latest maturity date of any Subsequent Loan will be no later than [_______]October 2035; (vi) no Subsequent Loan will have a first payment date occurring after [_______], 2007November 2005; (vii) such Subsequent Loan will have a credit score of not less than [____]626; (viii) such Subsequent Loan will not have a loan-to-value ratio greater than [___]90.00%; and (ix) such Subsequent Loan will not have a principal balance greater than $[______]750,000.
(d) As of each Subsequent Cut-Off Date, the aggregate of the Subsequent Loans identified and expected to be sold to the trust on the related Subsequent Transfer Date, including any Subsequent Loans that have not been identified on the Cut-Off Date and are sold to the trust during the Pre-Funding Period, will satisfy the following criteria: (i) have a weighted average credit score greater than approximately [___]680; (ii) have no less than approximately [___]70.00% of the Mortgaged Properties be owner occupied; (iii) have no less than approximately [___]85.00% of the Mortgaged Properties be single family detached or planned unit developments; (iv) have no more than approximately [___]70.00% of the Subsequent Loan be cash out refinance; (v) have a weighted average remaining term to stated maturity of less than approximately [___] 360 months; (vi) have a weighted average loan-to-value ratio of not more than approximately [___]78.00%; (vii) no more than approximately [___]60.00% of the Subsequent Loan by aggregate principal balance will be concentrated in one state; and (viii) be acceptable to the Rating Agencies.
(e) Notwithstanding the foregoing, any Subsequent Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee and the Securities Administrator as to which Subsequent Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that Sponsor DBSP shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities, Inc. Mortgage Loan Trust, Series 2005-6)
