CONVEYANCE OF THE GROUP 1 SUBSEQUENT MORTGAGE LOANS. (a) Subject to the conditions set forth in paragraph (b) below and in consideration of the Indenture Trustee's delivery on the applicable Subsequent Transfer Dates, to or upon the written 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 Estate, 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 related Group 1 Subsequent Mortgage Loans identified on the Mortgage 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 (with respect to the Group 1 Subsequent Mortgage Loans) and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Group 1 Subsequent Mortgage Loans to be delivered pursuant to Section 2.03 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 Group 1 Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Indenture Trustee for deposit in the Trust Estate by the Depositor of the Group 1 Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Indenture Trustee and the Bondholders to constitute and to be treated as a sale of the Group 1 Subsequent Mortgage Loans by the Depositor to the Trust Estate. The related Mortgage File for each Group 1 Subsequent Mortgage Loan shall be delivered to the Indenture Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Indenture Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Group 1 Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). (b) The Depositor shall transfer to the Indenture Trustee for deposit in the Trust Estate the applicable Group 1 Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Indenture Trustee shall release such applicable 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 Indenture Trustee, the Bond Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Indenture Trustee with respect to the Group 1 Subsequent Mortgage Loans; (ii) the Depositor shall have delivered to the Indenture Trustee a duly executed Subsequent Transfer Instrument (which the Indenture Trustee is hereby authorized to execute), which shall include a Mortgage Loan Schedule listing the Group 1 Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Originator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Indenture Trustee 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 related Subsequent Transfer Instrument, substantially in the form of Exhibit F, 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 Estate or to the Bondholders; (v) the Funding Period shall not have terminated; (vi) the Depositor shall not have selected the applicable Group 1 Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Bond Insurer or Bondholders; (vii) the Depositor shall have delivered to the Indenture Trustee the related Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.05 and, pursuant to such Subsequent Transfer Instrument, assigned to the Indenture Trustee without recourse for the benefit of the Bondholders and the Bond Insurer all the right, title and interest of the Depositor, in, to and under the applicable Subsequent Mortgage Loan Purchase Agreement, to the extent of the related Group 1 Subsequent Mortgage Loans; and (viii) the Depositor shall have delivered to the Indenture Trustee an Opinion of Counsel addressed to the Indenture Trustee, the Bond Insurer and the Rating Agencies with respect to the transfer of the applicable Group 1 Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Indenture Trustee on the Closing Date regarding the validity of the conveyance and the true sale of such Group 1 Subsequent Mortgage Loans. (c) The obligation of the Trust Estate to purchase a Group 1 Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph and the accuracy of the following representations and warranties with respect to each such Group 1 Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) such Mortgage Loan may not be 30 or more days delinquent as of the last day of the month preceding the related Subsequent Cut-off Date; (ii) the original term to stated maturity of such Mortgage Loan will not be less than 300 months and will not exceed 360 months; (iii) each Group 1 Subsequent Mortgage Loan must be an adjustable rate mortgage loan with a first lien on the related Mortgaged Property; (iv) no Group 1 Subsequent Mortgage Loan will have a first Due Date occurring after July 1, 2003; (v) the latest maturity date of any Group 1 Subsequent Mortgage Loan will be no later than June 1, 2033; (vi) none of the Group 1 Subsequent Mortgage Loans will be a buydown loan; (vii) such Mortgage Loan will have a credit score of not less than 513; (viii) such Mortgage Loan will have a Mortgage Rate as of the applicable Subsequent Cut-off Date ranging from approximately 2.875% per annum to approximately 10.375% per annum; (ix) none of the Group 1 Subsequent Mortgage Loans will be a New York State "high cost" loan; and (x) such Mortgage Loan shall have been underwritten in accordance with the criteria set forth under "The Mortgage Pool--Underwriting Standards" in the Prospectus Supplement. (d) In addition, following the purchase of any Group 1 Subsequent Mortgage Loan by the Trust, the applicable Group 1 Subsequent Mortgage Loans will as of the related Subsequent Cut-off Date: (i) have a weighted average Mortgage Rate ranging from 5.90% to 6.10% per annum; (ii) consist of Mortgage Loans with prepayment charges representing no less than approximately 80% of the Pool Balance; (iii) have a weighted average credit score ranging from 690 to 700; (iv) have no more than 70% of such Mortgage Loans concentrated in the state of California; (v) have no less than 85% of the Mortgaged Properties be owner occupied; (vi) have no less than 80% of the Mortgaged Properties securing Group 1 Loans be single family detached and de minimis planned unit developments; (vii) have no more than 37% of the Group 1 Loans be cash-out refinance; (viii) not have any of the Group 1 Subsequent Mortgage Loans with a loan-to-value ratio greater than 80% not be covered by a Primary Insurance Policy or the Radian Lender-Paid PMI Policy; (ix) have no more than 40% of the Group 1 Loans be Mortgage Loans with an interest only period; and (x) together with the Group 1 Loans already included in the Trust, have no more than 1.6% of such Mortgage Loans (by aggregate Stated Principal Balance as of the applicable Subsequent Cut-off Date) be secured by Mortgaged Properties located in any one zip code. (e) Notwithstanding the foregoing, any Group 1 Subsequent Mortgage Loan may be rejected by any Rating Agency if the inclusion of any such Group 1 Subsequent Mortgage Loan would adversely affect the ratings of the Class A Bonds, without regard to the Bond Insurance Policy, the Class M Bonds or the Class B Bonds. In addition, minor variances from the characteristics stated above will be permitted with the consent of the Bond Insurer and the Rating Agencies so long as there are compensating factors, and the consent of the Bond Insurer and the Rating Agencies to any group of Group 1 Subsequent Mortgage Loans shall mean that the representations and warranties set forth in clauses (c) and (d) above are accurate; PROVIDED, HOWEVER, that the information furnished to the Bond Insurer and the Rating Agencies in respect of such Group 1 Subsequent Mortgage Loans is true and correct in all material respects. At least one (1) Business Day prior to the applicable Subsequent Transfer Date, each Rating Agency and the Bond Insurer shall notify the Indenture Trustee as to which Group 1 Subsequent Mortgage Loans, if any, shall not be included in the transfer on such Subsequent Transfer Date; PROVIDED, HOWEVER, that the Master Servicer, in its capacity as Originator, shall have delivered to each Rating Agency and the Bond Insurer at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency and the Bond Insurer describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Indenture (Imh Assets Corp Impac CMB Trust Series 2003-4)
CONVEYANCE OF THE GROUP 1 SUBSEQUENT MORTGAGE LOANS. (a) Subject to the conditions set forth in paragraph (b) below and in consideration of the Indenture Trustee's delivery on the applicable Subsequent Transfer Dates, to or upon the written order of the Depositor, of all or a portion of the balance of funds in the Group 1 Pre-Funding Account, the Depositor shall on any Group 1 Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Estate, 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 related Group 1 Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Group 1 Subsequent Transfer Instrument delivered by the Depositor on such Group 1 Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date (with respect to the Group 1 Subsequent Mortgage Loans) and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Group 1 Subsequent Mortgage Loans to be delivered pursuant to Section 2.03 and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Group 1 Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Indenture Trustee for deposit in the Trust Estate by the Depositor of the Group 1 Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Indenture Trustee and the Bondholders to constitute and to be treated as a sale of the Group 1 Subsequent Mortgage Loans by the Depositor to the Trust Estate. The related Mortgage File for each Group 1 Subsequent Mortgage Loan shall be delivered to the Custodian as agent for the Indenture Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Indenture Trustee from amounts released from the Group 1 Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Group 1 Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor).
(b) The Depositor shall transfer to the Indenture Trustee for deposit in the Trust Estate the applicable Group 1 Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Indenture Trustee shall release such applicable funds from the Group 1 Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Group 1 Subsequent Transfer Date:
(i) the Depositor shall have provided the Indenture Trustee, the Bond Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Indenture Trustee with respect to the Group 1 Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Indenture Trustee a duly executed Group 1 Subsequent Transfer Instrument (which the Indenture Trustee is hereby authorized to execute), which shall include a Mortgage Loan Schedule listing the Group 1 Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Originator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Custodian and the Indenture Trustee at least three (3) Business Days prior to the related Group 1 Subsequent Transfer Date;
(iii) as of each Group 1 Subsequent Transfer Date, as evidenced by delivery of the related Group 1 Subsequent Transfer Instrument, substantially in the form of Exhibit FE, 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 Estate or to the Bondholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the applicable Group 1 Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Bondholders or the Bond Insurer or BondholdersInsurer;
(vii) the Depositor shall have delivered to the Indenture Trustee the related Group 1 Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.05 and, pursuant to such Group 1 Subsequent Transfer Instrument, assigned to the Indenture Trustee without recourse for the benefit of the Bondholders and the Bond Insurer all the right, title and interest of the Depositor, in, to and under the applicable Group 1 Subsequent Mortgage Loan Purchase Agreement, to the extent of the related Group 1 Subsequent Mortgage Loans; and
(viii) the Depositor shall have delivered to the Indenture Trustee an Opinion of Counsel addressed to the Indenture Trustee, the Bond Insurer Trustee and the Rating Agencies with respect to the transfer of the applicable Group 1 Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Indenture Trustee on the Closing Date regarding the validity of the conveyance and the true sale of such Group 1 Subsequent Mortgage Loans.
(c) The obligation of the Trust Estate to purchase a Group 1 Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph and the accuracy of the following representations and warranties with respect to each such Group 1 Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) such Mortgage Loan may not be 30 or more days delinquent as of the last day of the month preceding the related Subsequent Cut-off Date; (ii) the original term to stated maturity of such Mortgage Loan will not be less than 300 months and will not exceed 360 months; (iii) each Group 1 Subsequent Mortgage Loan must be an adjustable adjustable-rate mortgage loan with a first lien on the related Mortgaged Propertymortgaged property; (iv) no Group 1 Subsequent Mortgage Loan will have a first Due Date payment date occurring after July January 1, 20032005; (v) the latest maturity date of any Group 1 Subsequent Mortgage Loan will be no later than June January 1, 20332035; (vi) none of the Group 1 Subsequent Mortgage Loans will be a buydown loan; (vii) such Mortgage Loan will have a credit score of not less than 513504; (viii) such Mortgage Loan will have a Mortgage Rate as of the applicable Subsequent Cut-off Date ranging from approximately 2.8751.99% per annum to approximately 10.37514.500% per annum; (ix) none of the Group 1 Subsequent Mortgage Loans loans will be a New York State "high cost" loan; and (x) such Group 1 Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under "The Mortgage Pool--Underwriting Standards" in the Prospectus Supplement.
(d) In addition, following the purchase of any Group 1 Subsequent Mortgage Loan by the Trust, the applicable Group 1 Subsequent Mortgage Loans will as of the related Subsequent Cut-off Date: (i) have a weighted average Mortgage Rate ranging from 5.905.000% to 6.107.000% per annum; (ii) consist of Mortgage Loans with prepayment charges representing no less than approximately 8070% of the Pool Balance; (iii) have a weighted average credit score ranging from 690 600 to 700710; (iv) have no more than 70% of such Mortgage Loans concentrated in the state of California; (v) have no less than 8575% of the Mortgaged Properties mortgaged properties securing Group 1 Loans be owner occupied; (vi) have no less than 8070% of the Mortgaged Properties mortgaged properties securing Group 1 Loans be single family detached and de minimis planned unit developments; (vii) have no more than 3740% of the Group 1 Loans be cash-out refinance; (viii) not have any of the such group of Group 1 Subsequent Mortgage Loans with a loan-to-value ratio greater than 80% not be covered by a Primary Insurance Policy or the Radian Lender-Paid PMI Policy; (ix) have no more than 4078% of the Group 1 Loans be Mortgage Loans with an interest only period; and (x) together with the Group 1 Loans already included in the Trusttrust, have no more than 1.61.5% of such Mortgage Loans (by aggregate Stated Principal Balance as of the applicable Subsequent Cut-off Date) be secured by Mortgaged Properties mortgaged properties located in any one zip code.
(e) Notwithstanding the foregoing, any Group 1 Subsequent Mortgage Loan may be rejected by any Rating Agency if the inclusion of any such Group 1 Subsequent Mortgage Loan would adversely affect the ratings of the Class A Bonds, without regard to the Bond Insurance Policy, the Class M Bonds or the Class B Bonds. In addition, minor variances from the characteristics stated above will be permitted with the consent of the Bond Insurer and the Rating Agencies so long as there are compensating factors, and the consent of the Bond Insurer and the Rating Agencies to any group of Group 1 Subsequent Mortgage Loans shall mean that the representations and warranties set forth in clauses (c) and (d) above are accurate; PROVIDEDprovided, HOWEVERhowever, that the information furnished to the Bond Insurer and the Rating Agencies in respect of such Group 1 Subsequent Mortgage Loans is true and correct in all material respects. At least one (1) Business Day prior to the applicable Group 1 Subsequent Transfer Date, each Rating Agency and the Bond Insurer shall notify the Indenture Trustee as to which Group 1 Subsequent Mortgage Loans, if any, shall not be included in the transfer on such Group 1 Subsequent Transfer Date; PROVIDEDprovided, HOWEVERhowever, that the Master Servicer, in its capacity as Originator, shall have delivered to each Rating Agency and the Bond Insurer at least three (3) Business Days prior to such Group 1 Subsequent Transfer Date a computer file acceptable to each Rating Agency and the Bond Insurer describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Indenture (Imh Assets Corp Impac CMB Trust Series 2004-9)
CONVEYANCE OF THE GROUP 1 SUBSEQUENT MORTGAGE LOANS. (a) Subject to the conditions set forth in paragraph (b) below and in consideration of the Indenture Trustee's delivery on the applicable Subsequent Transfer Dates, to or upon the written 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 Estate, 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 related Group 1 Subsequent Mortgage Loans identified on the Mortgage 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 (with respect to the Group 1 Subsequent Mortgage Loans) and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Group 1 Subsequent Mortgage Loans to be delivered pursuant to Section 2.03 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 Group 1 Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Indenture Trustee for deposit in the Trust Estate by the Depositor of the Group 1 Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Indenture Trustee and the Bondholders to constitute and to be treated as a sale of the Group 1 Subsequent Mortgage Loans by the Depositor to the Trust Estate. The related Mortgage File for each Group 1 Subsequent Mortgage Loan shall be delivered to the Indenture Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Indenture Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Group 1 Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor).
(b) The Depositor shall transfer to the Indenture Trustee for deposit in the Trust Estate the applicable Group 1 Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Indenture Trustee shall release such applicable 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 Indenture Trustee, the Bond Insurer Trustee and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Indenture Trustee with respect to the Group 1 Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Indenture Trustee a duly executed Subsequent Transfer Instrument (which the Indenture Trustee is hereby authorized to execute), which shall include a Mortgage Loan Schedule listing the Group 1 Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Originator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Indenture Trustee 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 related Subsequent Transfer Instrument, substantially in the form of Exhibit F, 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 Estate or to the Bondholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the applicable Group 1 Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Bond Insurer or Bondholders;
(vii) the Depositor shall have delivered to the Indenture Trustee the related Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.05 and, pursuant to such Subsequent Transfer Instrument, assigned to the Indenture Trustee without recourse for the benefit of the Bondholders and the Bond Insurer all the right, title and interest of the Depositor, in, to and under the applicable Subsequent Mortgage Loan Purchase Agreement, to the extent of the related Group 1 Subsequent Mortgage Loans; and
(viii) the Depositor shall have delivered to the Indenture Trustee an Opinion of Counsel addressed to the Indenture Trustee, the Bond Insurer Trustee and the Rating Agencies with respect to the transfer of the applicable Group 1 Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Indenture Trustee on the Closing Date regarding the validity of the conveyance and the true sale of such Group 1 Subsequent Mortgage Loans.
(c) The obligation of the Trust Estate to purchase a Group 1 Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph and the accuracy of the following representations and warranties with respect to each such Group 1 Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) such Mortgage Loan may not be 30 or more days delinquent as of the last day of the month preceding the related Subsequent Cut-off Date; (ii) the original term to stated maturity of such Mortgage Loan will not be less than 300 180 months and will not exceed 360 months; (iii) each Group 1 Subsequent Mortgage Loan must be an adjustable rate mortgage loan with a first lien on the related Mortgaged Property; (iv) no Group 1 Subsequent Mortgage Loan will have a first Due Date occurring after July November 1, 2003; (v) the latest maturity date of any Group 1 Subsequent Mortgage Loan will be no later than June October 1, 2033; (vi) none of the Group 1 Subsequent Mortgage Loans will be a buydown loan; (vii) such Mortgage Loan will have a credit score of not less than 513510; (viii) such Mortgage Loan will have a Mortgage Rate as of the applicable Subsequent Cut-off Date ranging from approximately 2.8753.000% per annum to approximately 10.3759.625% per annum; and (ix) none of the Group 1 Subsequent Mortgage Loans will be a New York State "high cost" loan; and (x) such Mortgage Loan shall have been underwritten in accordance with the criteria set forth under "The Mortgage Pool--Underwriting Standards" in the Prospectus Supplement.
(d) In addition, following the purchase of any Group 1 Subsequent Mortgage Loan by the Trust, the applicable Group 1 Subsequent Mortgage Loans will as of the related Subsequent Cut-off Date: (i) have a weighted average Mortgage Rate ranging from 5.905.280% to 6.105.400% per annum; (ii) consist of Mortgage Loans with prepayment charges representing no less than approximately 8060% of the Pool Balance; (iii) have a weighted average credit score ranging from 690 to 700705; (iv) have no more than 70% of such Mortgage Loans concentrated in the state of California; (v) have no less than 8584% of the Mortgaged Properties be owner occupied; (vi) have no less than 8075% of the Mortgaged Properties securing Group 1 Loans be single family detached and de minimis planned unit developments; (vii) have no more than 3730% of the Group 1 Loans be cash-out refinance; (viii) not have any each of the such Group 1 Subsequent Mortgage Loans with a loan-to-value ratio greater than 80% not be covered by a Primary Insurance Policy or the Radian Lender-Paid PMI Policy; (ix) have no more than 4057% of the Group 1 Loans be Mortgage Loans with an interest only period; and (x) together with the Group 1 Loans already included in the Trust, have no more than 1.61.00% of such Mortgage Loans (by aggregate Stated Principal Balance as of the applicable Subsequent Cut-off Date) be secured by Mortgaged Properties located in any one zip code.
(e) Notwithstanding the foregoing, any Group 1 Subsequent Mortgage Loan may be rejected by any Rating Agency if the inclusion of any such Group 1 Subsequent Mortgage Loan would adversely affect the ratings of the Class A Bonds, without regard to the Bond Insurance Policy, the Class M Bonds or the Class B 2-B-1 Bonds. In addition, minor variances from the characteristics stated above will be permitted with the consent of the Bond Insurer and the Rating Agencies so long as there are compensating factors, and the consent of the Bond Insurer and the Rating Agencies to any group of Group 1 Subsequent Mortgage Loans shall mean that the representations and warranties set forth in clauses (c) and (d) above are accurate; PROVIDED, HOWEVER, that the information furnished to the Bond Insurer and the Rating Agencies in respect of such Group 1 Subsequent Mortgage Loans is true and correct in all material respects. At least one (1) Business Day prior to the applicable Subsequent Transfer Date, each Rating Agency and the Bond Insurer shall notify the Indenture Trustee as to which Group 1 Subsequent Mortgage Loans, if any, shall not be included in the transfer on such Subsequent Transfer Date; PROVIDED, HOWEVER, that the Master Servicer, in its capacity as Originator, shall have delivered to each Rating Agency and the Bond Insurer at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency and the Bond Insurer describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
CONVEYANCE OF THE GROUP 1 SUBSEQUENT MORTGAGE LOANS. (a) Subject to the conditions set forth in paragraph (b) below and in consideration of the Indenture Trustee's delivery on the applicable Subsequent Transfer Dates, to or upon the written order of the Depositor, of all or a portion of the balance of funds in the Group 1 Pre-Funding Account, the Depositor shall on any Group 1 Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Estate, 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 related Group 1 Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Group 1 Subsequent Transfer Instrument delivered by the Depositor on such Group 1 Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date (with respect to the Group 1 Subsequent Mortgage Loans) and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Group 1 Subsequent Mortgage Loans to be delivered pursuant to Section 2.03 and the other items in the related Mortgage Files; PROVIDEDprovided, HOWEVERhowever, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Group 1 Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Indenture Trustee for deposit in the Trust Estate by the Depositor of the Group 1 Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Indenture Trustee and the Bondholders to constitute and to be treated as a sale of the Group 1 Subsequent Mortgage Loans by the Depositor to the Trust Estate. The related Mortgage File for each Group 1 Subsequent Mortgage Loan shall be delivered to the Indenture Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Indenture Trustee from amounts released from the Group 1 Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Group 1 Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor).
(b) The Depositor shall transfer to the Indenture Trustee for deposit in the Trust Estate the applicable Group 1 Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Indenture Trustee shall release such applicable funds from the Group 1 Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Group 1 Subsequent Transfer Date:
(i) the Depositor shall have provided the Indenture Trustee, the Bond Insurer Trustee and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Indenture Trustee with respect to the Group 1 Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Indenture Trustee a duly executed Group 1 Subsequent Transfer Instrument (which the Indenture Trustee is hereby authorized to execute), which shall include a Mortgage Loan Schedule listing the Group 1 Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Originator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Indenture Trustee at least three (3) Business Days prior to the related Group 1 Subsequent Transfer Date;
(iii) as of each Group 1 Subsequent Transfer Date, as evidenced by delivery of the related Group 1 Subsequent Transfer Instrument, substantially in the form of Exhibit FE, 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 Estate or to the Bondholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the applicable Group 1 Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Bond Insurer or Bondholders;
(vii) the Depositor shall have delivered to the Indenture Trustee the related Group 1 Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.05 and, pursuant to such Group 1 Subsequent Transfer Instrument, assigned to the Indenture Trustee without recourse for the benefit of the Bondholders and the Bond Insurer all the right, title and interest of the Depositor, in, to and under the applicable Group 1 Subsequent Mortgage Loan Purchase Agreement, to the extent of the related Group 1 Subsequent Mortgage Loans; and
(viii) the Depositor shall have delivered to the Indenture Trustee an Opinion of Counsel addressed to the Indenture Trustee, the Bond Insurer Trustee and the Rating Agencies with respect to the transfer of the applicable Group 1 Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Indenture Trustee on the Closing Date regarding the validity of the conveyance and the true sale of such Group 1 Subsequent Mortgage Loans.
(c) The obligation of the Trust Estate to purchase a Group 1 Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph and the accuracy of the following representations and warranties with respect to each such Group 1 Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) such Mortgage Loan may not be 30 or more days delinquent as of the last day of the month preceding the related Subsequent Cut-off Date; (ii) the original term to stated maturity of such Mortgage Loan will not be less than 300 months and will not exceed 360 months; (iii) each Group 1 Subsequent Mortgage Loan must be an adjustable adjustable-rate mortgage loan with a first lien on the related Mortgaged Propertymortgaged property or a fixed-rate mortgage loan with a first lien on the related mortgaged property; (iv) no Group 1 Subsequent Mortgage Loan will have a first Due Date payment date occurring after July May 1, 20032005; (v) the latest maturity date of any Group 1 Subsequent Mortgage Loan will be no later than June April 1, 20332035; (vi) none of the Group 1 Subsequent Mortgage Loans will be a buydown loan; (vii) such Mortgage Loan will have a credit score of not less than 513; (viii) such Mortgage Loan will have a Mortgage Rate as of the applicable Subsequent Cut-off Date ranging from approximately 2.875% per annum to approximately 10.375% per annum; (ix) none of the Group 1 Subsequent Mortgage Loans will be a New York State "high cost" loan; and (x) such Mortgage Loan shall have been underwritten in accordance with the criteria set forth under "The Mortgage Pool--Underwriting Standards" in the Prospectus Supplement.
(d) In addition, following the purchase of any Group 1 Subsequent Mortgage Loan by the Trust, the applicable Group 1 Subsequent Mortgage Loans will as of the related Subsequent Cut-off Date: (i) have a weighted average Mortgage Rate ranging from 5.90% to 6.10% per annum; (ii) consist of Mortgage Loans with prepayment charges representing no less than approximately 80% of the Pool Balance; (iii) have a weighted average credit score ranging from 690 to 700; (iv) have no more than 70% of such Mortgage Loans concentrated in the state of California; (v) have no less than 85% of the Mortgaged Properties be owner occupied; (vi) have no less than 80% of the Mortgaged Properties securing Group 1 Loans be single family detached and de minimis planned unit developments; (vii) have no more than 37% of the Group 1 Loans be cash-out refinance; (viii) not have any of the Group 1 Subsequent Mortgage Loans with a loan-to-value ratio greater than 80% not be covered by a Primary Insurance Policy or the Radian Lender-Paid PMI Policy; (ix) have no more than 40% of the Group 1 Loans be Mortgage Loans with an interest only period; and (x) together with the Group 1 Loans already included in the Trust, have no more than 1.6% of such Mortgage Loans (by aggregate Stated Principal Balance as of the applicable Subsequent Cut-off Date) be secured by Mortgaged Properties located in any one zip code.
(e) Notwithstanding the foregoing, any Group 1 Subsequent Mortgage Loan may be rejected by any Rating Agency if the inclusion of any such Group 1 Subsequent Mortgage Loan would adversely affect the ratings of the Class A Bonds, without regard to the Bond Insurance Policy, the Class M Bonds or the Class B Bonds. In addition, minor variances from the characteristics stated above will be permitted with the consent of the Bond Insurer and the Rating Agencies so long as there are compensating factors, and the consent of the Bond Insurer and the Rating Agencies to any group of Group 1 Subsequent Mortgage Loans shall mean that the representations and warranties set forth in clauses (c) and (d) above are accurate; PROVIDED, HOWEVER, that the information furnished to the Bond Insurer and the Rating Agencies in respect of such Group 1 Subsequent Mortgage Loans is true and correct in all material respects. At least one (1) Business Day prior to the applicable Subsequent Transfer Date, each Rating Agency and the Bond Insurer shall notify the Indenture Trustee as to which Group 1 Subsequent Mortgage Loans, if any, shall not be included in the transfer on such Subsequent Transfer Date; PROVIDED, HOWEVER, that the Master Servicer, in its capacity as Originator, shall have delivered to each Rating Agency and the Bond Insurer at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency and the Bond Insurer describing the characteristics specified in paragraphs (c) and (d) above.500;
Appears in 1 contract
Samples: Indenture (Imh Assets Corp Impac CMB Trust Series 2005-1)
CONVEYANCE OF THE GROUP 1 SUBSEQUENT MORTGAGE LOANS. (a) Subject to the conditions set forth in paragraph (b) below and in consideration of the Indenture Trustee's delivery on the applicable Subsequent Transfer Dates, to or upon the written 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 Estate, 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 related Group 1 Subsequent Mortgage Loans identified on the Mortgage 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 (with respect to the Group 1 Subsequent Mortgage Loans) and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Group 1 Subsequent Mortgage Loans to be delivered pursuant to Section 2.03 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 Group 1 Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Indenture Trustee for deposit in the Trust Estate by the Depositor of the Group 1 Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Indenture Trustee and the Bondholders to constitute and to be treated as a sale of the Group 1 Subsequent Mortgage Loans by the Depositor to the Trust Estate. The related Mortgage File for each Group 1 Subsequent Mortgage Loan shall be delivered to the Indenture Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Indenture Trustee from amounts released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Group 1 Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor).
(b) The Depositor shall transfer to the Indenture Trustee for deposit in the Trust Estate the applicable Group 1 Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Indenture Trustee shall release such applicable 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 Indenture Trustee, the Bond Insurer Trustee and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Indenture Trustee with respect to the Group 1 Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Indenture Trustee a duly executed Subsequent Transfer Instrument (which the Indenture Trustee is hereby authorized to execute), which shall include a Mortgage Loan Schedule listing the Group 1 Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Originator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Indenture Trustee 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 related Subsequent Transfer Instrument, substantially in the form of Exhibit FG, 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 Estate or to the Bondholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the applicable Group 1 Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Bond Insurer or Bondholders;
(vii) the Depositor shall have delivered to the Indenture Trustee the related Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.05 and, pursuant to such Subsequent Transfer Instrument, assigned to the Indenture Trustee without recourse for the benefit of the Bondholders and the Bond Insurer all the right, title and interest of the Depositor, in, to and under the applicable Subsequent Mortgage Loan Purchase Agreement, to the extent of the related Group 1 Subsequent Mortgage Loans; and
(viii) the Depositor shall have delivered to the Indenture Trustee an Opinion of Counsel addressed to the Indenture Trustee, the Bond Insurer Trustee and the Rating Agencies with respect to the transfer of the applicable Group 1 Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Indenture Trustee on the Closing Date regarding the validity of the conveyance and the true sale of such Group 1 Subsequent Mortgage Loans.
(c) The obligation of the Trust Estate to purchase a Group 1 Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph and the accuracy of the following representations and warranties with respect to each such Group 1 Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) such Mortgage Loan may not be 30 or more days delinquent as of the last day of the month preceding the related Subsequent Cut-off Date; (ii) the original term to stated maturity of such Mortgage Loan will not be less than 300 months and will not exceed 360 months; (iii) each Group 1 Subsequent Mortgage Loan must be an adjustable adjustable-rate mortgage loan with a first lien on the related Mortgaged Property or a fixed rate mortgage loan with a first lien or second lien on the related Mortgaged Property; (iv) no Group 1 Subsequent Mortgage Loan will have a first Due Payment Date occurring after July September 1, 20032004; (v) the latest maturity date of any Group 1 Subsequent Mortgage Loan will be no later than June 1, 2033; (vi) none of the Group 1 Subsequent Mortgage Loans will be a buydown loan; (vii) such Mortgage Loan will have a credit score of not less than 513; (viii) such Mortgage Loan will have a Mortgage Rate as of the applicable Subsequent Cut-off Date ranging from approximately 2.875% per annum to approximately 10.375% per annum; (ix) none of the Group 1 Subsequent Mortgage Loans will be a New York State "high cost" loan; and (x) such Mortgage Loan shall have been underwritten in accordance with the criteria set forth under "The Mortgage Pool--Underwriting Standards" in the Prospectus Supplement.
(d) In addition, following the purchase of any Group 1 Subsequent Mortgage Loan by the Trust, the applicable Group 1 Subsequent Mortgage Loans will as of the related Subsequent Cut-off Date: (i) have a weighted average Mortgage Rate ranging from 5.90% to 6.10% per annum; (ii) consist of Mortgage Loans with prepayment charges representing no less than approximately 80% of the Pool Balance; (iii) have a weighted average credit score ranging from 690 to 700; (iv) have no more than 70% of such Mortgage Loans concentrated in the state of California; (v) have no less than 85% of the Mortgaged Properties be owner occupied; (vi) have no less than 80% of the Mortgaged Properties securing Group 1 Loans be single family detached and de minimis planned unit developments; (vii) have no more than 37% of the Group 1 Loans be cash-out refinance; (viii) not have any of the Group 1 Subsequent Mortgage Loans with a loan-to-value ratio greater than 80% not be covered by a Primary Insurance Policy or the Radian Lender-Paid PMI Policy; (ix) have no more than 40% of the Group 1 Loans be Mortgage Loans with an interest only period; and (x) together with the Group 1 Loans already included in the Trust, have no more than 1.6% of such Mortgage Loans (by aggregate Stated Principal Balance as of the applicable Subsequent Cut-off Date) be secured by Mortgaged Properties located in any one zip code.
(e) Notwithstanding the foregoing, any Group 1 Subsequent Mortgage Loan may be rejected by any Rating Agency if the inclusion of any such Group 1 Subsequent Mortgage Loan would adversely affect the ratings of the Class A Bonds, without regard to the Bond Insurance Policy, the Class M Bonds or the Class B Bonds. In addition, minor variances from the characteristics stated above will be permitted with the consent of the Bond Insurer and the Rating Agencies so long as there are compensating factors, and the consent of the Bond Insurer and the Rating Agencies to any group of Group 1 Subsequent Mortgage Loans shall mean that the representations and warranties set forth in clauses (c) and (d) above are accurate; PROVIDED, HOWEVER, that the information furnished to the Bond Insurer and the Rating Agencies in respect of such Group 1 Subsequent Mortgage Loans is true and correct in all material respects. At least one (1) Business Day prior to the applicable Subsequent Transfer Date, each Rating Agency and the Bond Insurer shall notify the Indenture Trustee as to which Group 1 Subsequent Mortgage Loans, if any, shall not be included in the transfer on such Subsequent Transfer Date; PROVIDED, HOWEVER, that the Master Servicer, in its capacity as Originator, shall have delivered to each Rating Agency and the Bond Insurer at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency and the Bond Insurer describing the characteristics specified in paragraphs (c) and (d) above.2034;
Appears in 1 contract
CONVEYANCE OF THE GROUP 1 SUBSEQUENT MORTGAGE LOANS. (a) Subject to the conditions set forth in paragraph (b) below and in consideration of the Indenture Trustee's delivery on the applicable Subsequent Transfer Dates, to or upon the written order of the Depositor, of all or a portion of the balance of funds in the Group 1 Pre-Funding Account, the Depositor shall on any Group 1 Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Estate, 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 related Group 1 Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Group 1 Subsequent Transfer Instrument delivered by the Depositor on such Group 1 Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date (with respect to the Group 1 Subsequent Mortgage Loans) and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Group 1 Subsequent Mortgage Loans to be delivered pursuant to Section 2.03 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 Group 1 Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Indenture Trustee for deposit in the Trust Estate by the Depositor of the Group 1 Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Indenture Trustee and the Bondholders to constitute and to be treated as a sale of the Group 1 Subsequent Mortgage Loans by the Depositor to the Trust Estate. The related Mortgage File for each Group 1 Subsequent Mortgage Loan shall be delivered to the Indenture Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Indenture Trustee from amounts released from the Group 1 Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Group 1 Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor).
(b) The Depositor shall transfer to the Indenture Trustee for deposit in the Trust Estate the applicable Group 1 Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Indenture Trustee shall release such applicable funds from the Group 1 Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Group 1 Subsequent Transfer Date:
(i) the Depositor shall have provided the Indenture Trustee, the Bond Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Indenture Trustee with respect to the Group 1 Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Indenture Trustee a duly executed Group 1 Subsequent Transfer Instrument (which the Indenture Trustee is hereby authorized to execute), which shall include a Mortgage Loan Schedule listing the Group 1 Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Originator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Indenture Trustee at least three (3) Business Days prior to the related Group 1 Subsequent Transfer Date;
(iii) as of each Group 1 Subsequent Transfer Date, as evidenced by delivery of the related Group 1 Subsequent Transfer Instrument, substantially in the form of Exhibit FG, 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 Estate or to the Bondholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the applicable Group 1 Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Bondholders or the Bond Insurer or BondholdersInsurer;
(vii) the Depositor shall have delivered to the Indenture Trustee the related Group 1 Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.05 and, pursuant to such Group 1 Subsequent Transfer Instrument, assigned to the Indenture Trustee without recourse for the benefit of the Bondholders and the Bond Insurer all the right, title and interest of the Depositor, in, to and under the applicable Group 1 Subsequent Mortgage Loan Purchase Agreement, to the extent of the related Group 1 Subsequent Mortgage Loans; and
(viii) the Depositor shall have delivered to the Indenture Trustee an Opinion of Counsel addressed to the Indenture Trustee, the Bond Insurer Trustee and the Rating Agencies with respect to the transfer of the applicable Group 1 Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Indenture Trustee on the Closing Date regarding the validity of the conveyance and the true sale of such Group 1 Subsequent Mortgage Loans.
(c) The obligation of the Trust Estate to purchase a Group 1 Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph and the accuracy of the following representations and warranties with respect to each such Group 1 Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) such Mortgage Loan may not be 30 or more days delinquent as of the last day of the month preceding the related Subsequent Cut-off Date; (ii) the original term to stated maturity of such Mortgage Loan will not be less than 300 months and will not exceed 360 months; (iii) each Group 1 Subsequent Mortgage Loan must be an adjustable adjustable-rate mortgage loan with a first lien on the related Mortgaged Propertymortgaged property; (iv) no Group 1 Subsequent Mortgage Loan will have a first Due Date payment date occurring after July November 1, 20032004; (v) the latest maturity date of any Group 1 Subsequent Mortgage Loan will be no later than June October 1, 20332034; (vi) none of the Group 1 Subsequent Mortgage Loans will be a buydown loan; (vii) such Mortgage Loan will have a credit score of not less than 513500; (viii) such Mortgage Loan will have a Mortgage Rate as of the applicable Subsequent Cut-off Date ranging from approximately 2.8752.375% per annum to approximately 10.37510.000% per annum; (ix) none of the Group 1 Subsequent Mortgage Loans loans will be a New York State "high cost" loan; and (x) such Group 1 Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under "The Mortgage Pool--Underwriting Standards" in the Prospectus Supplement.
(d) In addition, following the purchase of any Group 1 Subsequent Mortgage Loan by the Trust, the applicable Group 1 Subsequent Mortgage Loans will as of the related Subsequent Cut-off Date: (i) have a weighted average Mortgage Rate ranging from 5.905.100% to 6.106.250% per annum; (ii) consist of Mortgage Loans with prepayment charges representing no less than approximately 8052% of the Pool Balance; (iii) have a weighted average credit score ranging from 690 680 to 700720; (iv) have no more than 70% of such Mortgage Loans concentrated in the state of California; (v) have no less than 8575% of the Mortgaged Properties mortgaged properties securing Group 1 Loans be owner occupied; (vi) have no less than 8065% of the Mortgaged Properties mortgaged properties securing Group 1 Loans be single family detached and de minimis planned unit developments; (vii) have no more than 3728% of the Group 1 Loans be cash-out refinance; (viii) not have any of the such group of Group 1 Subsequent Mortgage Loans with a loan-to-value ratio greater than 80% not be covered by a Primary Insurance Policy or the Radian Lender-Paid PMI Policy; (ix) have no more than 4075% of the Group 1 Loans be Mortgage Loans with an interest only period; and (x) together with the Group 1 Loans already included in the Trusttrust, have no more than 1.61.50% of such Mortgage Loans (by aggregate Stated Principal Balance as of the applicable Subsequent Cut-off Date) be secured by Mortgaged Properties mortgaged properties located in any one zip code.
(e) Notwithstanding the foregoing, any Group 1 Subsequent Mortgage Loan may be rejected by any Rating Agency if the inclusion of any such Group 1 Subsequent Mortgage Loan would adversely affect the ratings of the Class A Bonds, without regard to the Bond Insurance Policy, the Class M Bonds or the Class B Bonds. In addition, minor variances from the characteristics stated above will be permitted with the consent of the Bond Insurer and the Rating Agencies so long as there are compensating factors, and the consent of the Bond Insurer and the Rating Agencies to any group of Group 1 Subsequent Mortgage Loans shall mean that the representations and warranties set forth in clauses (c) and (d) above are accurate; PROVIDED, HOWEVER, that the information furnished to the Bond Insurer and the Rating Agencies in respect of such Group 1 Subsequent Mortgage Loans is true and correct in all material respects. At least one (1) Business Day prior to the applicable Group 1 Subsequent Transfer Date, each Rating Agency and the Bond Insurer shall notify the Indenture Trustee as to which Group 1 Subsequent Mortgage Loans, if any, shall not be included in the transfer on such Group 1 Subsequent Transfer Date; PROVIDED, HOWEVER, that the Master Servicer, in its capacity as Originator, shall have delivered to each Rating Agency and the Bond Insurer at least three (3) Business Days prior to such Group 1 Subsequent Transfer Date a computer file acceptable to each Rating Agency and the Bond Insurer describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Indenture (Imh Assets Corp Impac CMB Trust Series 2004-7)
CONVEYANCE OF THE GROUP 1 SUBSEQUENT MORTGAGE LOANS. (a) Subject to the conditions set forth in paragraph (b) below and in consideration of the Indenture Trustee's delivery on the applicable Subsequent Transfer Dates, to or upon the written order of the Depositor, of all or a portion of the balance of funds in the Group 1 Pre-Funding Account, the Depositor shall on any Group 1 Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Estate, 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 related Group 1 Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Group 1 Subsequent Transfer Instrument delivered by the Depositor on such Group 1 Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date (with respect to the Group 1 Subsequent Mortgage Loans) and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Group 1 Subsequent Mortgage Loans to be delivered pursuant to Section 2.03 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 Group 1 Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Indenture Trustee for deposit in the Trust Estate by the Depositor of the Group 1 Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Indenture Trustee and the Bondholders to constitute and to be treated as a sale of the Group 1 Subsequent Mortgage Loans by the Depositor to the Trust Estate. The related Mortgage File for each Group 1 Subsequent Mortgage Loan shall be delivered to the Indenture Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date. The purchase price paid by the Indenture Trustee from amounts released from the Group 1 Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the Group 1 Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor).
(b) The Depositor shall transfer to the Indenture Trustee for deposit in the Trust Estate the applicable Group 1 Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Indenture Trustee shall release such applicable funds from the Group 1 Pre-Funding Account, only upon the satisfaction of each of the following conditions on or prior to the related Group 1 Subsequent Transfer Date:
(i) the Depositor shall have provided the Indenture Trustee, the Bond Insurer Trustee and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Indenture Trustee with respect to the Group 1 Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Indenture Trustee a duly executed Group 1 Subsequent Transfer Instrument (which the Indenture Trustee is hereby authorized to execute), which shall include a Mortgage Loan Schedule listing the Group 1 Subsequent Mortgage Loans, and the Master Servicer, in its capacity as Originator, shall have delivered a computer file containing such Mortgage Loan Schedule to the Indenture Trustee at least three (3) Business Days prior to the related Group 1 Subsequent Transfer Date;
(iii) as of each Group 1 Subsequent Transfer Date, as evidenced by delivery of the related Group 1 Subsequent Transfer Instrument, substantially in the form of Exhibit FG, 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 Estate or to the Bondholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the applicable Group 1 Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Bond Insurer or Bondholders;
(vii) the Depositor shall have delivered to the Indenture Trustee the related Group 1 Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.05 and, pursuant to such Group 1 Subsequent Transfer Instrument, assigned to the Indenture Trustee without recourse for the benefit of the Bondholders and the Bond Insurer all the right, title and interest of the Depositor, in, to and under the applicable Group 1 Subsequent Mortgage Loan Purchase Agreement, to the extent of the related Group 1 Subsequent Mortgage Loans; and
(viii) the Depositor shall have delivered to the Indenture Trustee an Opinion of Counsel addressed to the Indenture Trustee, the Bond Insurer Trustee and the Rating Agencies with respect to the transfer of the applicable Group 1 Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Indenture Trustee on the Closing Date regarding the validity of the conveyance and the true sale of such Group 1 Subsequent Mortgage Loans.
(c) The obligation of the Trust Estate to purchase a Group 1 Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph and the accuracy of the following representations and warranties with respect to each such Group 1 Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) such Mortgage Loan may not be 30 or more days delinquent as of the last day of the month preceding the related Subsequent Cut-off Date; (ii) the original term to stated maturity of such Mortgage Loan will not be less than 300 months and will not exceed 360 months; (iii) each Group 1 Subsequent Mortgage Loan must be an adjustable adjustable-rate mortgage loan with a first lien on the related Mortgaged Propertymortgaged property; (iv) no Group 1 Subsequent Mortgage Loan will have a first Due Date payment date occurring after July June 1, 20032004; (v) the latest maturity date of any Group 1 Subsequent Mortgage Loan will be no later than June May 1, 20332034; (vi) none of the Group 1 Subsequent Mortgage Loans will be a buydown loan; (vii) such Mortgage Loan will have a credit score of not less than 513500; (viii) such Mortgage Loan will have a Mortgage Rate as of the applicable Subsequent Cut-off Date ranging from approximately 2.875% per annum to approximately 10.37510.125% per annum; (ix) none of the Group 1 Subsequent Mortgage Loans loans will be a New York State "high cost" loan; and (x) such Group 1 Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under "The Mortgage Pool--Underwriting Standards" in the Prospectus Supplement.
(d) In addition, following the purchase of any Group 1 Subsequent Mortgage Loan by the Trust, the applicable Group 1 Subsequent Mortgage Loans will as of the related Subsequent Cut-off Date: (i) have a weighted average Mortgage Rate ranging from 5.905.500% to 6.106.000% per annum; (ii) consist of Mortgage Loans with prepayment charges representing no less than approximately 8070% of the Pool Balance; (iii) have a weighted average credit score ranging from 690 685 to 700695; (iv) have no more than 70% of such Mortgage Loans concentrated in the state of California; (v) have no less than 8580% of the Mortgaged Properties mortgaged properties securing Group 1 Loans be owner occupied; (vi) have no less than 8070% of the Mortgaged Properties mortgaged properties securing Group 1 Loans be single family detached and de minimis planned unit developments; (vii) have no more than 3730% of the Group 1 Loans be cash-out refinance; (viii) not have any of the such group of Group 1 Subsequent Mortgage Loans with a loan-to-value ratio greater than 80% not be covered by a Primary Insurance Policy or the Radian Lender-Paid PMI Policy; (ix) have no more than 4070% of the Group 1 Loans be Mortgage Loans with an interest only period; and (x) together with the Group 1 Loans already included in the Trusttrust, have no more than 1.61.50% of such Mortgage Loans (by aggregate Stated Principal Balance as of the applicable Subsequent Cut-off Date) be secured by Mortgaged Properties mortgaged properties located in any one zip code.
(e) Notwithstanding the foregoing, any Group 1 Subsequent Mortgage Loan may be rejected by any Rating Agency if the inclusion of any such Group 1 Subsequent Mortgage Loan would adversely affect the ratings of the Class A Bonds, without regard to the Bond Insurance Policy, the Class M Bonds or the Class B Bonds. In addition, minor variances from the characteristics stated above will be permitted with the consent of the Bond Insurer and the Rating Agencies so long as there are compensating factors, and the consent of the Bond Insurer and the Rating Agencies to any group of Group 1 Subsequent Mortgage Loans shall mean that the representations and warranties set forth in clauses (c) and (d) above are accurate; PROVIDED, HOWEVER, that the information furnished to the Bond Insurer and the Rating Agencies in respect of such Group 1 Subsequent Mortgage Loans is true and correct in all material respects. At least one (1) Business Day prior to the applicable Group 1 Subsequent Transfer Date, each Rating Agency and the Bond Insurer shall notify the Indenture Trustee as to which Group 1 Subsequent Mortgage Loans, if any, shall not be included in the transfer on such Group 1 Subsequent Transfer Date; PROVIDED, HOWEVER, that the Master Servicer, in its capacity as Originator, shall have delivered to each Rating Agency and the Bond Insurer at least three (3) Business Days prior to such Group 1 Subsequent Transfer Date a computer file acceptable to each Rating Agency and the Bond Insurer describing the characteristics specified in paragraphs (c) and (d) above.
Appears in 1 contract
Samples: Indenture (Imh Assets Corp Collateralized Asset Backed Bonds Ser 2004 3)
