Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Company of all or a portion of the balance of funds in the Pre-Funding Account, the Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Company in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files. The transfer to the Trustee by the Company of the Subsequent Contracts shall be absolute and is intended by the Company, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Company to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. b. The Company shall transfer to the Trustee the Subsequent Contracts, and the Trustee 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 Company shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts; (ii) the Company shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date; (iii) the Company shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts; (iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Company shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency; (v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders; (vi) the Pre-Funding Period shall not have ended; (vii) the Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 and 3.04; and (viii) the Company shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters. c. Before the last day of the Pre-Funding Period, the Company shall deliver to the Trustee: (i) A letter from KPMG Peat Marwick or another nationally recognized accounting firm retained by the Company (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b) of this Agreement. (ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A Certificates shall not receive from the Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Closing Date and each Subsequent Transfer Date. (iii) Evidence that the aggregate Cut-off Date Principal Balance of the Subsequent Contracts, not specifically identified as Subsequent Contracts as of the Closing Date, does not exceed 25% of the Original Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Green Tree Financial Corp)
Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in In consideration of the Owner Trustee's delivery on the related Subsequent Transfer Dates Date to or upon the order of the Company of all or a portion of the purchase price for the Subsequent Contracts to be conveyed to the Trust on such date up to the balance of funds on deposit in the Pre-Funding AccountAccount on such related Subsequent Transfer Date, the Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey to the Trust by execution and delivery of a an assignment substantially in the form of the Subsequent Transfer InstrumentAgreement attached hereto as Exhibit C, and the Trust shall purchase, (i) all the right, title and interest of the Company in and to the Subsequent Contracts identified on and all the List of Contracts attached rights, benefits, and obligations arising from and in connection with each Subsequent Contract, (ii) the security interests in the Subsequent Financed Vehicles granted by the Obligors pursuant to the Subsequent Transfer InstrumentContracts, including (iii) all rights to receive payments received by the Company on or with respect to the Subsequent Contracts due on or after the related Subsequent Cut-off Date, and all items Date (exclusive of payments with respect to such Subsequent Contracts in Post Cut-off Date Insurance Add-Ons), (iv) the related Contract Files. The transfer to the Trustee by interest of the Company of in any Subsequent Financed Vehicle (including any right to receive future Net Liquidation Proceeds) that secures the Subsequent Contracts and that shall be absolute and is intended have been repossessed by the Company, Servicer by or on behalf of the Trustee Trust; (v) all rights of the Company to proceeds of Insurance Policies covering the Obligors and the Certificateholders Subsequent Contracts, (vi) the proceeds from any Servicer's Errors and Omissions Protection Policy, any fidelity bond and any blanket hazard policy, to constitute and the extent such proceeds relate to be treated as a sale any Subsequent Financed Vehicle, (vii) all rights of recourse against any cosigner or under any personal guarantee with respect to the Subsequent Contracts by (other than any right as against a Dealer under a Dealer Agreement), (viii) all proceeds in any way derived from any of the Company foregoing items, and (ix) all documents contained or required to be contained in the Contract Files relating to the TrustSubsequent Contracts. The parties intend and agree that the conveyance of the Company's right, title and interest in and to the Subsequent Contracts pursuant to this Agreement shall constitute an absolute sale. The "purchase price paid by the Trustee price" shall be one hundred percent (100%) of the aggregate principal amount outstanding on the Subsequent Contracts so transferred as of the related Subsequent Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Company shall transfer to the Trustee the Subsequent Contracts, and the Trustee 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 Company shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts;
(ii) the Company shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Company shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 and 3.04; and
(viii) the Company shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
c. Before the last day of the Pre-Funding Period, the Company shall deliver to the Trustee:
(i) A letter from KPMG Peat Marwick or another nationally recognized accounting firm retained by the Company (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A Certificates shall not receive from the Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Closing Date and each Subsequent Transfer Date.
(iii) Evidence that the aggregate Cut-off Date Principal Balance of the Subsequent Contracts, not specifically identified as Subsequent Contracts as of the Closing Date, does not exceed 25% of the Original Principal Balance.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Cit Group Securitization Corp Ii)
Conveyance of the Subsequent Contracts. a. (a) Subject to the satisfaction of the conditions set forth in paragraph (b) belowbelow (based on the Trustee's receipt of Vanderbilt's Officer's Certificate pursuant to condition (vi) or, if a Responsible Officer of the Trustee has actual knowledge relating to the satisfaction of a condition, based on such actual knowledge) in consideration of the Trustee's delivery on the related relevant Subsequent Transfer Dates to or upon the order of the Company Vanderbilt of all or a portion of the balance of funds in the Pre-Funding Account, the Company Vanderbilt shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse, to the Trust by execution and delivery of Trustee, as trustee, or a Subsequent Transfer Instrumentseparate trustee, all the of Vanderbilt's right, title and interest of the Company in and to any and all benefits accruing to Vanderbilt from the Subsequent Contracts identified on which Vanderbilt is causing to be delivered to the List Trustee (and all substitutions therefor as provided by Section 3.05), together with the related Contract Files and all payments thereon and proceeds of Contracts attached the conversion, voluntary or involuntary, of the foregoing and proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, hazard insurance and title insurance policy relating to the Subsequent Transfer InstrumentContracts, including all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Datepayment of any and every kind, and other forms of obligations and receivables which at any time constitute all items with respect to such Subsequent Contracts or part of or are included in the related Contract Filesproceeds of any of the foregoing). The transfer to the Trustee by the Company Seller of the Subsequent Contracts set forth on the Contract Schedule (relating to a Subsequent Transfer Date) to the Trustee, as trustee, or a separate trustee shall be absolute and is shall be intended by the Company, the Trustee Certificateholders and the Certificateholders to constitute and all parties hereto to be treated as a sale of the by Vanderbilt. Each such conveyance and each Subsequent Contracts Contract shall be governed by the Company to the TrustSection 2.01(b). The purchase price paid by amount released from the Trustee Pre-Funding Account shall be one one-hundred percent (100%) of the aggregate Cut-off Date Principal Balances principal balances of such Subsequent Contracts. The purchase price of the Subsequent Contracts shall be paid solely with amounts in so transferred. Upon the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) transfer by Vanderbilt of the Code.
b. The Company shall transfer to the Trustee the Subsequent Contracts, such Subsequent Contracts (and all principal collected and interest accruing thereon subsequent to the Subsequent Cut-Off Date) and all other rights and interests with respect to such Subsequent Contracts and all proceeds derived therefrom shall be deemed for all purposes hereunder to be part of the Trust Fund.
(b) The obligation of the Trustee to accept the transfer of the Subsequent Contracts and the Trustee shall release funds from the Pre-Funding Account, only upon other property and rights related thereto described in paragraph (a) above is subject to the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Company Vanderbilt shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date updated Contract Schedule and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts;
(ii) the Company shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company Vanderbilt shall have delivered to the Trustee or a separate trustee a duly executed Subsequent Transfer Instrument written assignment (including an acceptance by the Trustee) in substantially in the form of Exhibit PM, which shall include a List Schedule of Contracts, listing the Subsequent Contracts identifying and any other exhibits listed thereon;
(iii) Vanderbilt shall have deposited in the Certificate Account all principal collected and interest accruing in respect of such Subsequent Contracts on or after the related Subsequent ContractsCut-Off Date;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer InstrumentVanderbilt was not insolvent, the Company shall not nor will it be insolvent nor shall it have been made insolvent by such transfer transfer, nor shall is it be aware of any pending insolvency;
(v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;; and
(viivi) the Company Vanderbilt shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, Certificate confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 paragraph (b) and in Sections 3.01the related Subsequent Transfer Agreement.
(c) The obligation of the Trust Fund to purchase a Subsequent Contract on any Subsequent Transfer Date is subject to the following requirements:
(i) such Subsequent Contracts may not be 30 or more days contractually delinquent as of the related Subsequent Cut-Off Date and shall have a scheduled payment (or in the case of Bi-Weekly Contracts, 3.02, 3.03 two scheduled payments) due and 3.04payable to the Trust Fund on or after the related Subsequent Cut-Off Date and prior to the end of the Due Period with respect to the Remittance Date next succeeding such Subsequent Cut-Off Date; and
(viiiii) following the purchase of such Subsequent Contracts by the Trust Fund, the Contract Pool (including the Subsequent Contracts):
(a) will have a weighted average Contract Rate of at least 10.222%;
(b) will have a weighted average remaining term to stated maturity of not more than 228 months;
(c) will have a weighted average original term to maturity of not more than 236 months;
(d) will have a weighted average Loan-to-Value Ratio of not more than 85%;
(e) the Company shall have delivered to percentage of the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer Contracts by outstanding principal balance (as of the Subsequent Contracts substantially Cut-Off Date in the form case of the Opinions Subsequent Contracts) secured by Manufactured Homes which were new at the time the related Contracts were originated will be at least 66%;
(f) the percentage of Counsel delivered to the Contracts by outstanding principal balance (as of the Subsequent Cut-Off Date in the case of the Subsequent Contracts) secured by Manufactured Homes which were located in Texas at the time the related Contracts were originated will be no more than 20%;
(g) the percentage of the Contracts by outstanding principal balance (as of the Subsequent Cut-Off Date in the case of the Subsequent Contracts) secured by Manufactured Homes which were located in Tennessee at the time the related Contracts were originated will be no more than 12%;
(h) the percentage of the Contracts by outstanding principal balance (as of the Subsequent Cut-Off Date in the case of the Subsequent Contracts) secured by Land-and-Home Contracts will be at least 14%;
(i) the percentage of the Contracts by outstanding principal balance (as of the Subsequent Cut-Off Date in the case of the Subsequent Contracts) secured by "single-wide" Manufactured Homes will be no more than 43%;
(j) the percentage of the Contracts by outstanding principal balance (as of the Subsequent Cut-Off Date in the case of the Subsequent Contracts) secured by Manufactured Homes which were located in a "park" (where such information is available) will be no more than 24%;
(k) the percentage of the Contracts by outstanding principal balance (as of the Subsequent Cut-Off Date in the case of the Subsequent Contracts) with an LTV in excess of 90% at the time of origination will be no more than 43%;
(l) will have a weighted average of internal credit scores by Vanderbilt of not less than 218;
(m) will have a weighted average FICO score of not less than 638 for those loans for which a FICO score is available;
(n) the percentage of the Contracts by outstanding principal balance (as of the Subsequent Cut-Off Date in the case of the Subsequent Contracts) which were repossessed and subsequently refinanced at the time of origination will be no more than 15%; and
(o) the percentage of the Contracts by outstanding principal balance (as of the Subsequent Cut-Off Date in the case of the Subsequent Contracts) which were originated by Vanderbilt will be at least 59%.
(d) In connection with each Subsequent Transfer Date and on the first four Determination Dates, the Servicer shall determine and, no later than 10:00 a.m. New York City time on such date, advise the Trustee on in writing: (i) Pre-Funding Account Earnings and the Closing Date regarding certain bankruptcy, corporate Pre-Funded Amount and tax matters.
c. Before (ii) any other necessary matters in connection with the last day administration of the Pre-Funding Period, Account. In the Company shall deliver event that any amounts are released to the Trustee:
(i) A letter Certificateholders or Vanderbilt from KPMG Peat Marwick or another nationally recognized accounting firm retained by the Company (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b) of this Agreement.
(ii) Evidence that Pre-Funding Account as a result of an error in calculation, such Certificateholders or Vanderbilt, as applicable, shall immediately repay such amounts to the purchase by the Trust Trustee. [End of the Subsequent Contracts, the Class A Certificates shall not receive from the Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Closing Date and each Subsequent Transfer Date.
(iii) Evidence that the aggregate Cut-off Date Principal Balance of the Subsequent Contracts, not specifically identified as Subsequent Contracts as of the Closing Date, does not exceed 25% of the Original Principal Balance.Article V]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Vanderbilt Mortgage & Finance Inc)
Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Company Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Company Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Company Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files. The transfer to the Trustee by the Company Seller of the Subsequent Contracts shall be absolute and is intended by the CompanySeller, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Company Seller to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Company Seller shall transfer to the Trustee the Subsequent Contracts, and the Trustee 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 Company Seller shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts;
(ii) the Company Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Company Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit Q;
(v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Company Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 3.03, 3.04 and 3.043.05; and
(viii) the Company Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies Standard & Poor's, Fitch, Xxxxx'x and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
c. Before the last day of the Pre-Funding Period, the Company Seller shall deliver to the Trustee:
(i) A letter from KPMG Peat Marwick PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Company Seller (with copies provided to the Rating AgenciesStandard & Poor's, Fitch, Moody's, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b3.04(b) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A Certificates shall not receive from the Rating Agencies Standard & Poor's, Fitch or Xxxxx'x a lower credit rating than the rating assigned to such Certificates as of the Closing Date and each Subsequent Transfer Date.
(iii) Evidence that the aggregate Cut-off Date Principal Balance of the Subsequent Contracts, not specifically identified as Subsequent Contracts as of the Closing Date, does not exceed 25% of the Original Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in In consideration of the Owner Trustee's delivery on the related Subsequent Transfer Dates Date to or upon the order of the Company of all or a portion of the purchase price for the Subsequent Contracts to be conveyed to the Trust on such date up to the balance of funds on deposit in the Pre-Funding AccountAccount on such related Subsequent Transfer Date, the Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey to the Trust by execution and delivery of a an assignment substantially in the form of 23 the Subsequent Transfer InstrumentAgreement attached hereto as Exhibit C, and the Trust shall purchase, (i) all the right, title and interest of the Company in and to the Subsequent Contracts identified on and all the List of Contracts attached rights, benefits, and obligations arising from and in connection with each Subsequent Contract, (ii) the security interests in the Subsequent Financed Vehicles granted by the Obligors pursuant to the Subsequent Transfer InstrumentContracts, including (iii) all rights to receive payments received by the Company on or with respect to the Subsequent Contracts due on or after the related Subsequent Cut-off Date, and all items Date (exclusive of payments with respect to such Subsequent Contracts in Post Cut-off Date Insurance Add-Ons), (iv) the related Contract Files. The transfer to the Trustee by interest of the Company of in any Subsequent Financed Vehicles (including any right to receive future Net Liquidation Proceeds) that secure the Subsequent Contracts and that shall be absolute and is intended have been repossessed by the Company, Servicer by or on behalf of the Trustee Trust; (v) all rights of the Company to proceeds of Insurance Policies covering the Obligors and the Certificateholders Subsequent Contracts, (vi) the proceeds from any Servicer's Errors and Omissions Protection Policy, any fidelity bond and any blanket hazard policy, to constitute and the extent such proceeds relate to be treated as a sale any Subsequent Financed Vehicle, (vii) all rights of recourse against any cosigner or under any personal guarantee with respect to the Subsequent Contracts by (other than any right as against a Dealer under a Dealer Agreement), (viii) all proceeds in any way derived from any of the Company foregoing items, and (ix) all documents contained or required to be contained in the Contract Files relating to the TrustSubsequent Contracts. The parties intend and agree that the conveyance of the Company's right, title and interest in and to the Subsequent Contracts pursuant to this Agreement shall constitute an absolute sale. The "purchase price paid by the Trustee price" shall be one hundred percent (100%) of the aggregate principal amount outstanding on the Subsequent Contracts so transferred as of the related Subsequent Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Company shall transfer to the Trustee the Subsequent Contracts, and the Trustee 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 Company shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts;
(ii) the Company shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Company shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 and 3.04; and
(viii) the Company shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
c. Before the last day of the Pre-Funding Period, the Company shall deliver to the Trustee:
(i) A letter from KPMG Peat Marwick or another nationally recognized accounting firm retained by the Company (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A Certificates shall not receive from the Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Closing Date and each Subsequent Transfer Date.
(iii) Evidence that the aggregate Cut-off Date Principal Balance of the Subsequent Contracts, not specifically identified as Subsequent Contracts as of the Closing Date, does not exceed 25% of the Original Principal Balance.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Cit Group Securitization Corp Ii)
Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Company of all or a portion of the balance of funds in the Pre-Funding Account, the Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Company in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files. The transfer to the Trustee by the Company of the Subsequent Contracts shall be absolute and is intended by the Company, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Company to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Company shall transfer to the Trustee the Subsequent Contracts, and the Trustee 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 Company shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts;
(ii) the Company shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Company shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders or Class C Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 and 3.04; and
(viii) the Company shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
c. Before the last day of the Pre-Funding Period, the Company shall deliver to the Trustee:
(i) A letter from KPMG Peat Marwick LLP or another nationally recognized accounting firm retained by the Company (with copies provided to the Rating AgenciesXxxxx'x, Standard & Poor's, the Underwriters Underwriter and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A Certificates shall not receive from the Rating Agencies Xxxxx'x or Standard & Poor's a lower credit rating than the rating assigned to such Certificates as of the Closing Date and each Subsequent Transfer Date.
(iii) Evidence that the aggregate Cut-off Date Principal Balance of the Subsequent Contracts, not specifically identified as Subsequent Contracts as of the Closing Date, does not exceed 25% of the Original Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Green Tree Financial Corp)
Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Company of all or a portion of the balance of funds in the Sub-Pool HE Pre-Funding Account and the Sub-Pool HI Pre-Funding Account, the Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Company in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-Cut- off Date, and all items with respect to such Subsequent Contracts in the related Contract Files. The transfer to the Trustee by the Company of the Subsequent Contracts shall be absolute and is intended by the Company, the Trustee Trustee, and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Company to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Group I Contracts shall be paid solely with amounts in the Pre-Funding AccountGroup I Subaccount. The purchase price of Subsequent Group II Contracts shall be paid solely with amounts in the Pre-Funding Group II Subaccount. The purchase price of Subsequent Adjustable Rate Home Equity Contracts shall be paid solely with amounts in the Pre-Funding ARM Subaccount. The purchase price of Subsequent Home Improvement Contracts shall be paid solely with amounts in the Pre-Funding HI Subaccount. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Company shall transfer to the Trustee for Sub-Pool HE the Subsequent Home Equity Contracts and for Sub-Pool HI the Subsequent Home Improvement Contracts, and the Trustee shall release funds from the Preapplicable pre-Funding Accountfunding subaccount, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Company shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts;
(ii) the Company shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian Trustee at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit PS, which shall include a List of Contracts identifying the related Subsequent Home Equity Contracts (and of those, the Adjustable Rate Home Equity Contracts, Group I Contracts and Group II Contracts, as applicable) and Subsequent Home Improvement Contracts;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Company shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders or Class C Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit QT, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 and 3.04; and
(viii) the Company shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
c. Before the last day of the Pre-Funding Period, the Company shall deliver to the Trustee:
(i) A letter from KPMG Peat Marwick LLP or another nationally recognized accounting firm retained by the Company (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e2.02(d) of this Agreement, except that it shall address the Subsequent Contracts and their conformity (and the conformity of Sub-Pool HE or Sub-Pool HI, as applicable) in all material respects to the characteristics described in Section 3.03(b) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, neither the Class HI: A Certificates nor the Class HE: A Certificates shall not receive from either of the Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Closing Date and each Subsequent Transfer Date.
(iii) Evidence that the aggregate Cut-off Date Principal Balance Balances of the Subsequent Home Equity Contracts, not specifically identified as Subsequent Home Equity Contracts as of the Closing Date, does do not exceed 25% of the Original Sub-Pool HE Certificate Principal Balance, and evidence that the aggregate Cut- off Date Principal Balances of the Subsequent Home Improvement Contracts, not specifically identified as Subsequent Home Improvement Contracts as of the Closing Date, do not exceed 25% of the Original Sub-Pool HI Certificate Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Green Tree Financial Corp)
Conveyance of the Subsequent Contracts. a. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Company of all or a portion Seller of the balance of funds in the Pre-Funding Accountpurchase price therefor, the Company Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Company Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files, and all rights of the Seller under the related Subsequent Transfer Agreement. The transfer to the Trustee Trust by the Company Seller of the Subsequent Contracts shall be absolute and is intended by the CompanySeller, the Trustee Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Company Seller to the Trust. The purchase price paid by the Trustee Trust shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with from amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. (b) The Company Seller shall transfer to the Trustee Trust the Subsequent Contracts, and the Trustee Trust shall release funds equal to the purchase price therefor 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 Company Seller shall have provided the Owner Trustee and the Indenture Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Owner Trustee and the Indenture Trustee with respect to the Subsequent Contracts;
(ii) the Company shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company Seller shall have delivered to the Owner Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit PF, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iviii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Company Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders;
(viiv) the Pre-Funding Period shall not have ended;
(viiv) the Company Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit QG, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 and 3.04; and
(viiivi) the Company Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to S&P, Fitch, the Rating Agencies Owner Trustee and the Indenture Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
c. (c) Before the last day of the Pre-Funding Period, the Company Seller shall deliver to the Trustee:
(i) A letter from KPMG Peat Marwick or another nationally recognized accounting firm retained by the Company (with copies provided to the Rating AgenciesTrustee evidence that, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, none of the Class A Certificates shall not receive from the Rating Agencies a lower credit rating than the rating ratings assigned to such Certificates the Securities as of the Closing Date and by S&P or Fitch will be reduced, withdrawn or qualified.
(d) Although the parties intend that the conveyance pursuant to each Subsequent Transfer Date.
(iii) Evidence Instrument of the Seller's right, title and interest in and to the related Subsequent Contracts shall constitute a purchase and sale and not a pledge of security for Contracts from the Certificateholders and/or the Noteholders, if such conveyance is deemed to be a pledge of security for Secured Obligations, the parties intend that the aggregate Cut-off Date Principal Balance rights and obligations of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement and the related Subsequent ContractsTransfer Instrument and that the Seller shall be deemed to have granted to the Trust, not specifically identified as and the Seller hereby grant to the Trust, a perfected first-priority security interest in the items designated in the related Subsequent Contracts as Transfer Instrument, and all proceeds thereof, to secure the Secured Obligations, and that this Agreement and the related Subsequent Transfer Instrument shall constitute a security agreement under applicable law. If the Trust terminates prior to the satisfaction of the Closing Dateclaims of any Person under any Certificate, does not exceed 25% any Note or the Secured Obligations, the security interest created hereby shall continue in full force and effect and the Owner Trustee shall be deemed to be the collateral agent for the benefit of the Original Principal Balancesuch Person.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Company of all or a portion of the balance of funds in the Pre-Funding Account, the Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Company in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files. The transfer to the Trustee by the Company of the Subsequent Contracts shall be absolute and is intended by the Company, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Company to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Company shall transfer to the Trustee the Subsequent Contracts, and the Trustee 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 Company shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts;
(ii) the Company shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Company shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 and 3.04; and
(viii) the Company shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
c. Before the last day of the Pre-Funding Period, the Company shall deliver to the Trustee:
(i) A letter from KPMG Peat Marwick LLP or another nationally recognized accounting firm retained by the Company (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A Certificates shall not receive from the Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Closing Date and each Subsequent Transfer Date.
(iii) Evidence that the aggregate Cut-off Date Principal Balance of the Subsequent Contracts, not specifically identified as Subsequent Contracts as of the Closing Date, does not exceed 25% of the Original Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Green Tree Financial Corp)
Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Company Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Company Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Company Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent applicable Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files. The transfer to the Trustee by the Company Seller of the Subsequent Contracts shall be absolute and is intended by the CompanySeller, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Company Seller to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Company Seller shall transfer the Subsequent Contracts to the Trustee the Subsequent ContractsTrustee, and the Trustee 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 Company Seller shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts;
(ii) the Company Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Company Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit Q;
(v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC, Intermediate REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Company Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 3.01 and 3.043.03; and
(viii) the Company Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
(ix) the Seller shall have delivered to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator and the Seller, substantially in the form of Exhibit A to the Transfer Agreement and dated as of the Subsequent Transfer Date.
c. Before the last day of the Pre-Funding Period, the Company Seller shall deliver to the Trustee:
(i) A letter from KPMG Peat Marwick PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Company Seller (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b3.04(c) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A A, Class M and Class B-1 Certificates shall not receive from any of the Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Closing Date and each Subsequent Transfer Date.
(iii) Evidence that the aggregate amount on deposit in the Pre- Funding Account and the Staged-Funding Contract Reserve Account as of the Closing Date, minus the aggregate Cut-off Date Principal Balance of the any Subsequent Contracts, not Contracts that had been specifically identified as Subsequent Contracts as of the Closing Date (and were purchased by the Trust on or before the first Remittance Date), does did not exceed 25% of the aggregate Original Principal BalanceBalance of the Master Certificates.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Company Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Company Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Company Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files. The transfer to the Trustee by the Company Seller of the Subsequent Contracts shall be absolute and is intended by the CompanySeller, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Company Seller to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Company Seller shall transfer to the Trustee the Subsequent Contracts, and the Trustee 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 Company Seller shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts;
(ii) the Company Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Company Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Company Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 3.03, 3.04 and 3.043.05; and
(viii) the Company Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies Standard & Poor's, Fitch, Xxxxx'x and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
c. Before the last day of the Pre-Funding Period, the Company Seller shall deliver to the Trustee:
(i) A letter from KPMG Peat Marwick PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Company Seller (with copies provided to the Rating AgenciesStandard & Poor's, Fitch, Moody's, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b3.04(b) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A Certificates shall not receive from the Rating Agencies Standard & Poor's, Fitch or Xxxxx'x a lower credit rating than the rating assigned to such Certificates as of the Closing Date and each Subsequent Transfer Date.
(iii) Evidence that the aggregate Cut-off Date Principal Balance of the Subsequent Contracts, not specifically identified as Subsequent Contracts as of the Closing Date, does not exceed 25% of the Original Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Company Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Company Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Company Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files. The transfer to the Trustee by the Company Seller of the Subsequent Contracts shall be absolute and is intended by the CompanySeller, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Company Seller to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Company Seller shall transfer to the Trustee the Subsequent Contracts, and the Trustee 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 Company Seller shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts;
(ii) the Company Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Company Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Company Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 3.03, 3.04 and 3.043.05; and
(viii) the Company Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies Standard & Poor's, Xxxxx'x and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
c. Before the last day of the Pre-Funding Period, the Company Seller shall deliver to the Trustee:
(i) A letter from KPMG Peat Marwick PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Company Seller (with copies provided to the Rating AgenciesStandard & Poor's, Xxxxx'x, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b3.04(b) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A A-1 Certificates shall not receive from the Rating Agencies Standard & Poor's or Xxxxx'x a lower credit rating than the rating assigned to such Certificates as of the Closing Date and each Subsequent Transfer Date.
(iii) Evidence that the aggregate Cut-off Date Principal Balance of the Subsequent Contracts, not specifically identified as Subsequent Contracts as of the Closing Date, does not exceed 25% of the Original Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Contracts. a. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Company Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Company Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Company Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent applicable Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files. The transfer to the Trustee by the Company Seller of the Subsequent Contracts shall be absolute and is intended by the CompanySeller, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Company Seller to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. (b) The Company Seller shall transfer the Subsequent Contracts to the Trustee the Subsequent ContractsTrustee, and the Trustee 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 Company Seller shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts;
(ii) the Company Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit PO, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Company Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit P;
(v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Company Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit QP, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 3.01 and 3.04; and3.03;
(viii) the Company Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters; and
(ix) the Seller shall have delivered to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator and the Seller, substantially in the form of Exhibit A to the Transfer Agreement and dated as of the Subsequent Transfer Date.
c. (c) Before the last day of the Pre-Funding Period, the Company Seller shall deliver to the Trustee:Trustee each of the items listed below.
(i1) A letter from KPMG Peat Marwick PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Company Seller (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e2.02(v) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b3.04(c) of this Agreement.
(ii2) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A A, Class M and Class B-1 Certificates shall not receive from any of the Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Closing Date and each Subsequent Transfer Date.
(iii3) Evidence that the aggregate amount on deposit in the Pre-Funding Account and the Staged-Funding Contract Reserve Account as of the Closing Date, minus the aggregate Cut-off Date Principal Balance of the any Subsequent Contracts, not Contracts that had been specifically identified as Subsequent Contracts as of the Closing Date (and purchased by the Trust on or before the first Remittance Date), does did not exceed 25% of the aggregate Original Principal BalanceBalance of the Master Certificates.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Contracts. a. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Company of all or a portion Seller of the balance of funds in the Pre-Funding Accountpurchase price therefor, the Company Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Company Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files, and all rights of the Seller under the related Subsequent Transfer Agreement. The transfer to the Trustee Trust by the Company Seller of the Subsequent Contracts shall be absolute and is intended by the CompanySeller, the Trustee Owner Trustee, the Indenture Trustee, the Noteholders and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Company Seller to the Trust. The purchase price paid by the Trustee Trust shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances Balance of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with from amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. (b) The Company Seller shall transfer to the Trustee Trust the Subsequent Contracts, and the Trustee Trust shall release funds equal to the purchase price therefor from the Pre-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 Company Seller shall have provided the Owner Trustee and the Indenture Trustee with an Addition Notice, with a copy of such Addition Notice to S&P and Xxxxx'x, at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Owner Trustee and the Indenture Trustee with respect to the Subsequent Contracts;
(ii) the Company shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company Seller shall have delivered to the Owner Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit PF, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iviii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Company Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders;
(viiv) the Pre-Funding Period shall not have ended;
(viiv) the Company Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit QG, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 and 3.04; and
(viiivi) the Company Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to S&P, Xxxxx'x, the Rating Agencies Owner Trustee and the Indenture Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
c. (c) Before the last day of the Pre-Funding Period, the Company Seller shall deliver to the Trustee:
(i) A letter from KPMG Peat Marwick or another nationally recognized accounting firm retained by the Company (with copies provided to the Rating AgenciesTrustee evidence that, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, none of the Class A Certificates shall not receive from the Rating Agencies a lower credit rating than the rating ratings assigned to such Certificates the Securities as of the Closing Date and by S&P or Xxxxx'x will be reduced, withdrawn or qualified.
(d) Although the parties intend that the conveyance pursuant to each Subsequent Transfer Date.
(iii) Evidence Instrument of the Seller's right, title and interest in and to the related Subsequent Contracts shall constitute a purchase and sale and not a pledge of security for loans from the Certificateholders and/or the Noteholders, if such conveyance is deemed to be a pledge of security for Secured Obligations, the parties intend that the aggregate Cut-off Date Principal Balance rights and obligations of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement and the related Subsequent ContractsTransfer Instrument and that the Seller shall be deemed to have granted to the Trust, not specifically identified as and the Seller hereby grant to the Trust, a perfected first-priority security interest in the items designated in the related Subsequent Contracts as Transfer Instrument, and all proceeds thereof, to secure the Secured Obligations, and that this Agreement and the related Subsequent Transfer Instrument shall constitute a security agreement under applicable law. If the Trust terminates prior to the satisfaction of the Closing Dateclaims of any Person under any Certificate, does not exceed 25% any Note or the Secured Obligations, the security interest created hereby shall continue in full force and effect and the Owner Trustee shall be deemed to be the collateral agent for the benefit of the Original Principal Balancesuch Person.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Conseco Finance Corp)
Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Company Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Company Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Company Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files. The transfer to the Trustee by the Company Seller of the Subsequent Contracts shall be absolute and is intended by the CompanySeller, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Company Seller to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Company Seller shall transfer the Subsequent Contracts to the Trustee the Subsequent ContractsTrustee, and the Trustee 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 Company Seller shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts;
(ii) the Company Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Company Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Company Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 3.01 and 3.043.03; and
(viii) the Company Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies Fitch, Xxxxx'x and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
(ix) the Seller shall have delivered to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator and the Seller, substantially in the form of Exhibit A to the Transfer Agreement and dated as of the Subsequent Transfer Date.
c. Before the last day of the Pre-Funding Period, the Company Seller shall deliver to the Trustee:
(i) A letter from KPMG Peat Marwick PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Company Seller (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b3.04(c) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A Certificates shall not receive from either of the Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Closing Date and each Subsequent Transfer Date.
(iii) Evidence that the aggregate Cut-off Date Principal Balance of the Subsequent Contracts, not specifically identified as Subsequent Contracts as of the Closing Date, does not exceed 25% of the Original Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Company of all or a portion of the balance of funds in the Pre-Funding Account, the Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Company in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due on or after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files. The transfer to the Trustee by the Company of the Subsequent Contracts shall be absolute and is intended by the Company, the Trustee Trustee, the Certificateholders and the Class C Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Company to the Trust. The purchase price paid by the Trustee shall be one one-hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such the Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Company shall transfer to the Trustee the Subsequent Contracts, and the Trustee 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 Company shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts;
(ii) the Company shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date, the Company shall have delivered the related Contract File or Land-and-Home Contract File for each Subsequent Contract to the Trustee, together with an executed assignment to the Trustee in recordable form of each Mortgage securing a Subsequent Contract that is a Land-and-Home Contract;
(iii) the Company shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit PO, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Company shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary its status as a REMIC) or the Certificateholders or Class C Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit QP, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 and 3.04; and
(viii) the Company shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
c. Before If the Company sells Subsequent Contracts to the Trust, the Company shall deliver to the Trustee, before the last day of the Pre-Funding Period, the Company shall deliver to the Trustee:
(i) A letter from KPMG Peat Marwick Coopers and Xxxxxxx LLP or another nationally recognized accounting firm retained by the Company (with copies provided to the Rating AgenciesS&P and Fitch, the Underwriters and the Trustee) that is in form, substance and methodology the same as that dated December 19, 1997 and delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the applicable characteristics described in Section 3.03(b) Sections 3.02 and 3.03 of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A Certificates shall not receive from the Rating Agencies S&P or Fitch a lower credit rating than the rating assigned to such Certificates as of the Closing Date and each Subsequent Transfer Date.
(iii) Evidence that the aggregate Cut-off Date Principal Balance of the Subsequent Contracts, not specifically identified as Subsequent Contracts as of the Closing Date, does not exceed 25% of the Original Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Green Tree Financial Corp)
Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Company Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Company Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Company Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent applicable Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files. The transfer to the Trustee by the Company Seller of the Subsequent Contracts shall be absolute and is intended by the CompanySeller, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Company Seller to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Company Seller shall transfer the Subsequent Contracts to the Trustee the Subsequent ContractsTrustee, and the Trustee 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 Company Seller shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts;
(ii) the Company Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Company Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit Q;
(v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Company Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 3.01 and 3.043.03; and
(viii) the Company Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
(ix) the Seller shall have delivered to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator and the Seller, substantially in the form of Exhibit A to the Transfer Agreement and dated as of the Subsequent Transfer Date.
c. Before the last day of the Pre-Funding Period, the Company Seller shall deliver to the Trustee:
(i) A letter from KPMG Peat Marwick PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Company Seller (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b3.04(c) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A Certificates shall not receive from any of the Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Closing Date and each Subsequent Transfer Date.
(iii) Evidence that the aggregate amount on deposit in the Pre- Funding Account and the Staged-Funding Contract Reserve Account as of the Closing Date, minus the aggregate Cut-off Date Principal Balance of the any Subsequent Contracts, not Contracts that had been specifically identified as Subsequent Contracts as of the Closing Date (and purchased by the Trust on or before the first Distribution Date), does did not exceed 25% of the aggregate Original Principal BalanceBalance of the Master Certificates.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Company Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Company Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Company Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent applicable Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files. The transfer to the Trustee by the Company Seller of the Subsequent Contracts shall be absolute and is intended by the CompanySeller, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Company Seller to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Company Seller shall transfer the Subsequent Contracts to the Trustee the Subsequent ContractsTrustee, and the Trustee 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 Company Seller shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts;
(ii) the Company Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Company Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit Q;
(v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC, Intermediate REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Company Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 3.01 and 3.043.03; and
(viii) the Company Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
(ix) the Seller shall have delivered to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator and the Seller, substantially in the form of Exhibit A to the Transfer Agreement and dated as of the Subsequent Transfer Date.
c. Before On or before the last day of the Pre-Funding Period, the Company Seller shall deliver to the TrusteeTrustee each of the items listed below:
(i) A letter from KPMG Peat Marwick PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Company Seller (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b3.04(c) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A A, Class M and Class B-1 Certificates shall not receive from any of the Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Closing Date and each Subsequent Transfer Date.
(iii) Evidence that the aggregate amount on deposit in the Pre- Funding Account and the Staged-Funding Contract Reserve Account as of the Closing Date, minus the aggregate Cut-off Date Principal Balance of the any Subsequent Contracts, not Contracts that had been specifically identified as Subsequent Contracts as of the Closing Date (and were purchased by the Trust on or before the first Remittance Date), does did not exceed 25% of the aggregate Original Principal BalanceBalance of the Master Certificates.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Company of all or a portion of the balance of funds in the Pre-Funding Account, the Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Company in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files. The transfer to the Trustee by the Company of the Subsequent Contracts shall be absolute and is intended by the Company, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Company to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Company shall transfer to the Trustee the Subsequent Contracts, and the Trustee 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 Company shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts;
(ii) the Company shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Company shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 and 3.04; and
(viii) the Company shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies Standard & Poor's, Fitch and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
c. Before the last day of the Pre-Funding Period, the Company shall deliver to the Trustee:
(i) A letter from KPMG Peat Marwick or another nationally recognized accounting firm retained by the Company (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A Certificates shall not receive from the Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Closing Date and each Subsequent Transfer Date.
(iii) Evidence that the aggregate Cut-off Date Principal Balance of the Subsequent Contracts, not specifically identified as Subsequent Contracts as of the Closing Date, does not exceed 25% of the Original Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Green Tree Financial Corp)
Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Company Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Company Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Company Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent applicable Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files. The transfer to the Trustee by the Company Seller of the Subsequent Contracts shall be absolute and is intended by the CompanySeller, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Company Seller to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Company Seller shall transfer the Subsequent Contracts to the Trustee the Subsequent ContractsTrustee, and the Trustee 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 Company Seller shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts;
(ii) the Company Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Company Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit Q;
(v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Company Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 3.01 and 3.043.03; and
(viii) the Company Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
(ix) the Seller shall have delivered to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator and the Seller, substantially in the form of Exhibit A to the Transfer Agreement and dated as of the Subsequent Transfer Date.
c. Before the last day of the Pre-Funding Period, the Company Seller shall deliver to the Trustee:
(i) A letter from KPMG Peat Marwick PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Company Seller (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b3.04(c) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A Certificates shall not receive from any of the Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Closing Date and each Subsequent Transfer Date.
(iii) Evidence that the aggregate Cut-off Date Principal Balance of the Subsequent Contracts, not specifically identified as Subsequent Contracts as of the Closing Date, does not exceed 25% of the Original Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Company of all or a portion of the balance of funds in the Pre-Funding Account, the Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Company in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files. The transfer to the Trustee by the Company of the Subsequent Contracts shall be absolute and is intended by the Company, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Company to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Company shall transfer to the Trustee the Subsequent Contracts, and the Trustee 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 Company shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts;
(ii) the Company shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Company shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders or Class C Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 and 3.04; and
(viii) the Company shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
c. Before the last day of the Pre-Funding Period, the Company shall deliver to the Trustee:
(i) A letter from KPMG Peat Marwick LLP or another nationally recognized accounting firm retained by the Company (with copies provided to the Rating AgenciesMoody's, Fitch, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A Certificates shall not receive from the Rating Agencies Xxxxx'x or Fitch a lower credit rating than the rating assigned to such Certificates as of the Closing Date and each Subsequent Transfer Date.
(iii) Evidence that the aggregate Cut-off Date Principal Balance of the Subsequent Contracts, not specifically identified as Subsequent Contracts as of the Closing Date, does not exceed 25% of the Original Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Green Tree Financial Corp)
Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Company Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Company Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Company Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files. The transfer to the Trustee by the Company Seller of the Subsequent Contracts shall be absolute and is intended by the CompanySeller, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Company Seller or the Originator to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Company Seller shall transfer to the Trustee the Subsequent Contracts, and the Trustee 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 Company Seller shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts;
(ii) the Company Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Company Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Company Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 3.03, 3.04 and 3.043.05; and
(viii) the Company Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies Standard & Poor's, Fitch and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
c. Before the last day of the Pre-Funding Period, the Company Seller shall deliver to the Trustee:
(i) A letter from KPMG Peat Marwick PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Company Seller (with copies provided to the Rating AgenciesStandard & Poor's, Fitch, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A Certificates shall not receive from the Rating Agencies Standard & Poor's or Fitch a lower credit rating than the rating assigned to such Certificates as of the Closing Date and each Subsequent Transfer Date.
(iii) Evidence that the aggregate Cut-off Date Principal Balance of the Subsequent Contracts, not specifically identified as Subsequent Contracts as of the Closing Date, does not exceed 25% of the Original Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Company of all or a portion of the balance of funds in the Pre-Funding Account, the Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Company in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files. The transfer to the Trustee by the Company of the Subsequent Contracts shall be absolute and is intended by the Company, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Company to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Company shall transfer to the Trustee the Subsequent Contracts, and the Trustee 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 Company shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts;
(ii) the Company shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Company shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders or Class C Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 and 3.04; and
(viii) the Company shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
c. Before the last day of the Pre-Funding Period, the Company shall deliver to the Trustee:
(i) A letter from KPMG Peat Marwick PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Company (with copies provided to the Rating AgenciesStandard & Poor's, Fitch, the Underwriters and the Trustee) that is in form, substance and methodology the same as that dated August 13, 1998 and delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section Sections 2.03(b)(ix) and 3.03(b) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A Certificates shall not receive from the Rating Agencies Standard & Poor's or Fitch a lower credit rating than the rating assigned to such Certificates as of the Closing Date and each Subsequent Transfer Date.
(iii) Evidence that the aggregate Cut-off Date Principal Balance of the Subsequent Contracts, not specifically identified as Subsequent Contracts as of the Closing Date, does not exceed 25% of the Original Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Green Tree Financial Corp)
Conveyance of the Subsequent Contracts. a. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Company Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Company Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Company Seller in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent applicable Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files. The transfer to the Trustee by the Company Seller of the Subsequent Contracts shall be absolute and is intended by the CompanySeller, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Company Seller to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. (b) The Company Seller shall transfer the Subsequent Contracts to the Trustee the Subsequent ContractsTrustee, and the Trustee 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 Company Seller shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts;
(ii) the Company Seller shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit PO, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Company Seller shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
, as certified in an Officer's Certificate substantially in the form attached hereto as Exhibit P (v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC, Intermediate REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 and 3.04; and
(viii) the Company shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
c. Before the last day of the Pre-Funding Period, the Company shall deliver to the Trustee:
(i) A letter from KPMG Peat Marwick or another nationally recognized accounting firm retained by the Company (with copies provided to the Rating Agencies, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A Certificates shall not receive from the Rating Agencies a lower credit rating than the rating assigned to such Certificates as of the Closing Date and each Subsequent Transfer Date.
(iii) Evidence that the aggregate Cut-off Date Principal Balance of the Subsequent Contracts, not specifically identified as Subsequent Contracts as of the Closing Date, does not exceed 25% of the Original Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Company of all or a portion of the balance of funds in the Pre-Funding Account, the Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Company in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files. The transfer to the Trustee by the Company of the Subsequent Contracts shall be absolute and is intended by the Company, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Company to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Company shall transfer to the Trustee the Subsequent Contracts, and the Trustee 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 Company shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts;
(ii) the Company shall have delivered the related Land-and-Home Contract File for each Subsequent Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Company shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 and 3.04; and
(viii) the Company shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies Standard & Poor's, Fitch and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
c. Before the last day of the Pre-Funding Period, the Company shall deliver to the Trustee:
(i) A letter from KPMG Peat Marwick PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Company (with copies provided to the Rating AgenciesStandard & Poor's, Fitch, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A Certificates shall not receive from the Rating Agencies Standard & Poor's or Fitch a lower credit rating than the rating assigned to such Certificates as of the Closing Date and each Subsequent Transfer Date.
(iii) Evidence that the aggregate Cut-off Date Principal Balance of the Subsequent Contracts, not specifically identified as Subsequent Contracts as of the Closing Date, does not exceed 25% of the Original Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Green Tree Financial Corp)
Conveyance of the Subsequent Contracts. a. Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Company of all or a portion of the balance of funds in the Pre-Funding Account, the Company shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trust by execution and delivery of a Subsequent Transfer Instrument, all the right, title and interest of the Company in and to the Subsequent Contracts identified on the List of Contracts attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Contracts due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Contracts in the related Contract Files and Land-and-Home Contract Files. The transfer to the Trustee by the Company of the Subsequent Contracts shall be absolute and is intended by the Company, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Contracts by the Company to the Trust. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Contracts. The purchase price of Subsequent Contracts shall be paid solely with amounts in the Pre-Funding Account. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Company shall transfer to the Trustee the Subsequent Contracts, and the Trustee 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 Company shall have provided the Trustee with an Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Contracts;
(ii) the Company shall have delivered the related Land-and-Home Contract File for each Subsequent Contract that is a Land-and-Home Contract to the Custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Company shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit P, which shall include a List of Contracts identifying the related Subsequent Contracts;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Company shall not be insolvent nor shall it have been made insolvent by such transfer nor shall it be aware of any pending insolvency;
(v) such sale and transfer shall not result in a material adverse tax consequence to the Trust (including the Master REMIC and the Subsidiary REMIC) or the Certificateholders or Class C Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit Q, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01, 3.02, 3.03 and 3.04; and
(viii) the Company shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Contracts substantially in the form of the Opinions of Counsel delivered to the Trustee on the Closing Date regarding certain bankruptcy, corporate and tax matters.
c. Before the last day of the Pre-Funding Period, the Company shall deliver to the Trustee:
(i) A letter from KPMG Peat Marwick LLP or another nationally recognized accounting firm retained by the Company (with copies provided to the Rating AgenciesStandard & Poor's and Moody's, the Underwriters and the Trustee) that is in form, substance and methodology the same as that dated March 18, 1998 and delivered under Section 2.02(e) of this Agreement, except that it shall address the Subsequent Contracts and their conformity in all material respects to the characteristics described in Section 3.03(b3.03(c) of this Agreement.
(ii) Evidence that as a result of the purchase by the Trust of the Subsequent Contracts, the Class A Certificates shall not receive from the Rating Agencies Standard & Poor's or Moody's a lower credit rating than the rating assigned to such Certificates as of the Closing Date and each Subsequent Transfer Date.
(iii) Evidence that the aggregate Cut-off Date Principal Balance of the Subsequent Contracts, not specifically identified as Subsequent Contracts as of the Closing Date, does not exceed 25% of the Original Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Green Tree Financial Corp)
