Conveyance of the Subsequent Loans. 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 Seller of all or a portion of the balance of funds in the Pre-Funding Group I ARM Subaccount, the Pre-Funding Group II ARM Subaccount and the Pre-Funding Fixed Rate Subaccount, the 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 Seller in and to the Subsequent Loans identified on the List of Loans attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Loans due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Loans in the related Loan Files. The transfer to the Trustee by the Seller of the Subsequent Loans shall be absolute and is intended by the Seller, the Trustee, the Certificateholders and the Class C Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the 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 Loans. The purchase price of Subsequent Fixed Rate Loans shall be paid solely with amounts in the Pre-Funding Fixed Rate Subaccount. The purchase price of Subsequent Group I Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group I ARM Subaccount. The purchase price of Subsequent Group II Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group II ARM Subaccount. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. b. The Seller shall transfer to the Trustee the Subsequent Loans, and the Trustee shall release funds from the Pre-Funding Group I ARM Subaccount, the Pre-Funding Group II ARM Subaccount or the Pre-Funding Fixed Rate Subaccount, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the 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 Loans; (ii) the Seller shall have delivered the related Loan File for each Subsequent Loan to the Trustee at least two Business Days prior to the Subsequent Transfer Date; (iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit O, which shall include a List of Loans identifying the related Subsequent Loans; (iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the 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 or Class C Certificateholders; (vi) the Pre-Funding Period shall not have ended; (vii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit P, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 and 3.03; (viii) the 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 Loans 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) no Subsequent Loan will have a Combined LTV greater than 100%; and (x) 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 Seller shall deliver to the Trustee: (i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the 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(d) of this Agreement, except that it shall address the Subsequent Loans and their conformity in all material respects to the characteristics described in Sections 2.03 (b)(ix) and 3.04(b) of this Agreement. (ii) Evidence that, as a result of the purchase by the Trust of the Subsequent Loans, none of the ratings assigned to the Class A Certificates as of the Closing Date by the Rating Agencies will be reduced, withdrawn or qualified. (iii) Evidence that the aggregate Cut-off Date Principal Balances of the Subsequent Loans, not specifically identified as Subsequent Loans as of the Closing Date, do not exceed 25% of the Original Aggregate Certificate Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Loans. 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 Seller of all or a portion of the balance of funds in the Pre-Funding Group I ARM Subaccount, the Pre-Funding Group II ARM Subaccount and the Pre-Funding Fixed Rate Subaccountpurchase price therefor, the 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 Seller in and to the Subsequent Loans identified on the List of Loans attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Loans due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Loans in the related Loan Files, and all rights of the Seller under the related Subsequent Transfer Agreement. The transfer to the Trustee Trust by the Seller of the Subsequent Loans shall be absolute and is intended by the Seller, the Owner Trustee, the Certificateholders Indenture Trustee, the Noteholders and the Class C Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Seller or the Originator 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 Loans. The purchase price of Subsequent Fixed Rate Loans shall be paid solely with from amounts in the Pre-Funding Fixed Rate Subaccount. The purchase price of Subsequent Group I Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group I ARM Subaccount. The purchase price of Subsequent Group II Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group II ARM Subaccount. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the CodeAccount.
b. (b) The Seller shall transfer to the Trustee Trust the Subsequent Loans, and the Trustee Trust shall release funds equal to the purchase price therefor from the Pre-Funding Group I ARM Subaccount, the Pre-Funding Group II ARM Subaccount or the Pre-Funding Fixed Rate Subaccount, as applicable, Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the 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 Loans;
(ii) the Seller shall have delivered the related Loan File for each Subsequent Loan to the Indenture Trustee or its custodian at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Seller shall have delivered to the Owner Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit OF, which shall include a List of Loans identifying the related Subsequent Loans;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the 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 or Class C Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(viivi) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit PG, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 3.01, 3.02, 3.03, 3.04 and 3.033.06;
(viiivii) the 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 Loans 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) no Subsequent Loan will have a Combined LTV greater than 100%; and
(xviii) the Seller shall have delivered assignments in recordable form to the Indenture Trustee a copy of the executed Subsequent Transfer Agreement between the Originator mortgages, deeds of trust and the Seller, substantially in the form of Exhibit A security deeds relating to the Transfer Agreement and dated as of the Subsequent Transfer DateLoans.
c. (c) Before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee:
(i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to the Rating AgenciesS&P and Xxxxx'x, the Underwriters Underwriter, the Owner Trustee and the Indenture Trustee) that is in form, substance and methodology the same as that dated November 16, 1999 and delivered under Section 2.02(d) of this Agreement, except that it shall address the Subsequent Loans and their conformity in all material respects to the characteristics described in Sections 2.03 (b)(ix) and Section 3.04(b) of this Agreement.
(ii) Evidence that, as a result of the purchase by the Trust of the Subsequent Loans, none of the ratings assigned to the Class A Certificates Securities as of the Closing Date by the Rating Agencies S&P or Xxxxx'x will be reduced, withdrawn or qualified.
(iiid) Evidence Although the parties intend that the aggregate Cut-off Date Principal Balances conveyance pursuant to each Subsequent Transfer Instrument of the Subsequent LoansSeller's right, not specifically identified as title and interest in and to the related Subsequent Loans as 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 rights and obligations of the Closing Dateparties to the Secured Obligations shall be established pursuant to the terms of this Agreement and the related Subsequent Transfer Instrument and that the Seller shall be deemed to have granted to the Trust, do not exceed 25% and the Seller hereby grant to the Trust, a perfected first-priority security interest in the items designated in the related Subsequent 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 Original Aggregate Certificate Principal Balanceclaims of any Person under any Certificate, 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 such Person.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Loans. 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 Seller of all or a portion of the balance of funds in the Pre-Funding Group I ARM Subaccount, the Pre-Funding Group II ARM Subaccount and the Pre-Funding Fixed Rate SubaccountAccount, the 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 Seller in and to the Subsequent Loans identified on the List of Loans attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Loans due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Loans in the related Loan Files. The transfer to the Trustee by the Seller of the Subsequent Loans shall be absolute and is intended by the Seller, the Trustee, the Certificateholders and the Class C Certificateholders R Certificateholder to constitute and to be treated as a sale of the Subsequent Loans by the Seller or the Originator to the Trust. Such transfer and assignment is intended by the Seller to be a sale of such assets for all purposes, including, without limitation, the Federal Bankruptcy Code, to the end that all such assets will hereafter cease to be the property of the Seller and would not be includable in the estate of the Seller for purposes of Section 541 of the Federal Bankruptcy Code. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Loans. The purchase price of Subsequent Fixed Rate Loans shall be paid solely with amounts in the Pre-Funding Fixed Rate Subaccount. The purchase price of Subsequent Group I Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group I ARM Subaccount. The purchase price of Subsequent Group II Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group II ARM SubaccountAccount. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. (b) The Seller shall transfer to the Trustee the Subsequent Loans, and the Trustee shall release funds from the Pre-Funding Group I ARM Subaccount, the Pre-Funding Group II ARM Subaccount or the Pre-Funding Fixed Rate Subaccount, as applicable, Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the 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 Loans;
(ii) the Seller shall have delivered the related Loan File for each Subsequent Loan to the Trustee at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit O, which shall include a List of Loans identifying the related Subsequent Loans;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the 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, Intermediate REMIC and the or Subsidiary REMIC) or the Certificateholders or Class C CertificateholdersR Certificateholder;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit P, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 3.01, 3.02, 3.03, 3.04 and 3.033.05;
(viii) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies S&P, Xxxxx'x and the Trustee with respect to the transfer of the Subsequent Loans 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) no Subsequent Loan will have a Combined LTV greater than 100%; and
(x) the Seller shall have delivered assignments in recordable form to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator mortgages, deeds of trust and the Seller, substantially in the form of Exhibit A security deeds relating to the Transfer Agreement and dated as of the Subsequent Transfer DateLoans.
c. Before (c) On or before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee:
(i) A letter from PricewaterhouseCoopers Deloitte & Touche LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to the Rating AgenciesS&P, Xxxxx'x, the Underwriters and the Trustee) that is in form, substance and methodology the same as that dated February 6, 2002 and delivered under Section 2.02(d) of this Agreement, except that it shall address the Subsequent Loans and their conformity in all material respects to the characteristics described in Sections 2.03 (b)(ix2.03(b)(ix) and 3.04(b) of this Agreement.
(ii) Evidence that, as a result of the purchase by the Trust of the Subsequent Loans, none of the ratings assigned to the Class A Certificates as of the Closing Date by the Rating Agencies S&P or Xxxxx'x will be reduced, withdrawn or qualified.
(iii) Evidence that the aggregate Cut-off Date Principal Balances of the Subsequent Loans, not specifically identified as Subsequent Loans as of the Closing Date, do not exceed 25% of the Original Aggregate Certificate Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Loans. 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 Seller of all or a portion of the balance of funds in the Pre-Funding Group I ARM Subaccount, the Pre-Funding Group II ARM II-A Subaccount and or the Pre-Funding Fixed Rate Group II-B Subaccount, the 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 Seller in and to the Subsequent Loans identified on the List of Loans attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Loans due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Loans in the related Loan Files. The transfer to the Trustee by the Seller of the Subsequent Loans shall be absolute and is intended by the Seller, the Trustee, the Certificateholders and the Class C Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the 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 Loans. The purchase price of Subsequent Fixed Rate Loans shall be paid solely with amounts in the PreGroup I-Funding Fixed Rate Subaccount. The purchase price of Subsequent Group I Adjustable Rate B Loans shall be paid solely with amounts in the Pre-Funding Group I ARM Subaccount. The purchase price of Subsequent Group II Adjustable Rate II-A Loans shall be paid solely with amounts in the Pre-Funding Group II ARM II-A Subaccount. The purchase price of Subsequent Group II-B Loans shall be paid solely with amounts in the Pre-Funding Group II-B Subaccount. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Seller shall transfer to the Trustee the . Subsequent Loans, and the Trustee shall release funds from the Pre-Funding Group I ARM Subaccount, Loans are assets of the Pre-Funding Subsidiary A REMIC. Subsequent Group II ARM Subaccount or the Pre-Funding Fixed Rate Subaccount, as applicable, only upon the satisfaction of each Loans are assets of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the 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 Loans;
(ii) the Seller shall have delivered the related Loan File for each Subsequent Loan to the Trustee at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit O, which shall include a List of Loans identifying the related Subsequent Loans;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the 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 B REMIC) or the Certificateholders or Class C Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit P, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 and 3.03;
(viii) the 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 Loans 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) no Subsequent Loan will have a Combined LTV greater than 100%; and
(x) 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 Seller shall deliver to the Trustee:
(i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the 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(d) of this Agreement, except that it shall address the Subsequent Loans and their conformity in all material respects to the characteristics described in Sections 2.03 (b)(ix) and 3.04(b) of this Agreement.
(ii) Evidence that, as a result of the purchase by the Trust of the Subsequent Loans, none of the ratings assigned to the Class A Certificates as of the Closing Date by the Rating Agencies will be reduced, withdrawn or qualified.
(iii) Evidence that the aggregate Cut-off Date Principal Balances of the Subsequent Loans, not specifically identified as Subsequent Loans as of the Closing Date, do not exceed 25% of the Original Aggregate Certificate Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Loans. 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 Seller of all or a portion of the balance of funds in the Pre-Funding Group I ARM Subaccount, the Pre-Funding Group II ARM Subaccount and the Pre-Funding Fixed Rate SubaccountAccount, the 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 Seller in and to the Subsequent Loans identified on the List of Loans attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Loans due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Loans in the related Loan Files. The transfer to the Trustee by the Seller of the Subsequent Loans shall be absolute and is intended by the Seller, the Trustee, the Certificateholders and the Class C Certificateholders Certificateholder to constitute and to be treated as a sale of the Subsequent Loans by the Seller or the Originator to the Trust. Such transfer and assignment is intended by the Seller to be a sale of such assets for all purposes including, without limitation, the Federal Bankruptcy Code, to the end that all such assets will hereafter cease to be property of the Seller and would not be includable in the estate of the Seller for purposes of Section 541 of the Federal Bankruptcy Code. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Loans. The purchase price of Subsequent Fixed Rate Loans shall be paid solely with amounts in the Pre-Funding Fixed Rate Subaccount. The purchase price of Subsequent Group I Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group I ARM Subaccount. The purchase price of Subsequent Group II Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group II ARM SubaccountAccount. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Seller shall transfer to the Trustee the Subsequent Loans, and the Trustee shall release funds from the Pre-Funding Group I ARM Subaccount, the Pre-Funding Group II ARM Subaccount or the Pre-Funding Fixed Rate Subaccount, as applicable, Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the 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 Loans;
(ii) the Seller shall have delivered the related Loan File for each Subsequent Loan to the Trustee at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit O, which shall include a List of Loans identifying the related Subsequent Loans;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the 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 or Class C CertificateholdersCertificateholder;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit P, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 3.01, 3.02, 3.03, 3.04 and 3.033.05;
(viii) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies S&P, Xxxxx'x, Fitch and the Trustee with respect to the transfer of the Subsequent Loans 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) no Subsequent Loan will have a Combined LTV loan to value ratio greater than 100%; , and;
(x) the The Seller shall have delivered to the Trustee a an executed copy of the executed a 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 Seller shall deliver to the Trustee:
(i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to the Rating AgenciesS&P, Moody's, Fitch, the Underwriters Underwriter and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(d) of this Agreement, except that it shall address the Subsequent Loans and their conformity in all material respects to the characteristics described in Sections 2.03 (b)(ix) and 3.04(b) of this Agreement.
(ii) Evidence that, as a result of the purchase by the Trust of the Subsequent Loans, none of the ratings assigned to the Class A Certificates as of the Closing Date by the Rating Agencies S&P, Xxxxx'x or Fitch will be reduced, withdrawn or qualified.
(iii) Evidence that the aggregate Cut-off Date Principal Balances of the Subsequent Loans, not specifically identified as Subsequent Loans as of the Closing Date, do not exceed 25% of the Original Aggregate Certificate Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Loans. 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 Seller of all or a portion of the balance of funds in the Pre-Funding Group I ARM Subaccount, the Pre-Funding Group II ARM Subaccount and the Pre-Funding Fixed Rate SubaccountAccount, the 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 Seller in and to the Subsequent Loans identified on the List of Loans attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Loans due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Loans in the related Loan Files. The transfer to the Trustee by the Seller of the Subsequent Loans shall be absolute and is intended by the Seller, the Trustee, the Certificateholders and the Class C Certificateholders Certificateholder to constitute and to be treated as a sale of the Subsequent Loans by the Seller or the Originator to the Trust. Such transfer and assignment is intended by the Seller to be a sale of such assets for all purposes, including, without limitation, the Federal Bankruptcy Code, to the end that all such assets will hereafter cease to be the property of the Seller and would not be includable in the estate of the Seller for purposes of Section 541 of the Federal Bankruptcy Code. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Loans. The purchase price of Subsequent Fixed Rate Loans shall be paid solely with amounts in the Pre-Funding Fixed Rate Subaccount. The purchase price of Subsequent Group I Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group I ARM Subaccount. The purchase price of Subsequent Group II Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group II ARM SubaccountAccount. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Seller shall transfer to the Trustee the Subsequent Loans, and the Trustee shall release funds from the Pre-Funding Group I ARM Subaccount, the Pre-Funding Group II ARM Subaccount or the Pre-Funding Fixed Rate Subaccount, as applicable, Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the 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 Loans;
(ii) the Seller shall have delivered the related Loan File for each Subsequent Loan to the Trustee at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit O, which shall include a List of Loans identifying the related Subsequent Loans;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the 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 or Class C CertificateholdersCertificateholder;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit P, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 3.01, 3.02, 3.03, 3.04 and 3.033.05;
(viii) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies S&P, Xxxxx'x, Xxxx & Xxxxxx and the Trustee with respect to the transfer of the Subsequent Loans 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) no Subsequent Loan will have a Combined LTV greater than 100%; and
(x) the Seller shall have delivered assignments in recordable form to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator mortgages, deeds of trust and the Seller, substantially in the form of Exhibit A security deeds relating to the Transfer Agreement and dated as of the Subsequent Transfer DateLoans.
c. Before On or before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee:
(i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to the Rating AgenciesS&P, Xxxxx'x, Xxxx & Xxxxxx, the Underwriters and the Trustee) that is in form, substance and methodology the same as that dated March 27, 2000 and delivered under Section 2.02(d) of this Agreement, except that it shall address the Subsequent Loans and their conformity in all material respects to the characteristics described in Sections 2.03 (b)(ix) and 3.04(b) of this Agreement.
(ii) Evidence that, as a result of the purchase by the Trust of the Subsequent Loans, none of the ratings assigned to the Class A AF Certificates as of the Closing Date by the Rating Agencies S&P, Xxxxx'x or Xxxx & Xxxxxx will be reduced, withdrawn or qualified.
(iii) Evidence that the aggregate Cut-off Date Principal Balances of the Subsequent Loans, not specifically identified as Subsequent Loans as of the Closing Date, do not exceed 25% of the Original Aggregate Certificate Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Loans. 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 Seller of all or a portion of the balance of funds in the Pre-Funding Group I ARM Subaccount, the Pre-Funding Group II ARM Subaccount and the Pre-Funding Fixed Rate SubaccountAccount, the 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 Seller in and to the Subsequent Loans identified on the List of Loans attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Loans due after the related Subsequent Cut-Cut- off Date, and all items with respect to such Subsequent Loans in the related Loan Files. The transfer to the Trustee by the Seller of the Subsequent Loans shall be absolute and is intended by the Seller, the Trustee, the Certificateholders and the Class C Certificateholders Certificateholder to constitute and to be treated as a sale of the Subsequent Loans by the 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 Loans. The purchase price of Subsequent Fixed Rate Loans shall be paid solely with amounts in the Pre-Funding Fixed Rate Subaccount. The purchase price of Subsequent Group I Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group I ARM Subaccount. The purchase price of Subsequent Group II Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group II ARM SubaccountAccount. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Seller shall transfer to the Trustee the Subsequent Loans, and the Trustee shall release funds from the Pre-Funding Group I ARM Subaccount, the Pre-Funding Group II ARM Subaccount or the Pre-Funding Fixed Rate Subaccount, as applicable, Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the 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 Loans;
(ii) the Seller shall have delivered the related Loan File for each Subsequent Loan to the Trustee at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit O, which shall include a List of Loans identifying the related Subsequent Loans;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the 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 or Class C CertificateholdersCertificateholder;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit P, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 3.01, 3.02, 3.03, 3.04 and 3.033.05;
(viii) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies S&P, Xxxxx'x, Xxxx & Xxxxxx and the Trustee with respect to the transfer of the Subsequent Loans 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) no Subsequent Loan will have a Combined LTV greater than 100%; , and;
(x) the Seller shall have delivered assignments in recordable form to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator mortgages, deeds of trust and the Seller, substantially in the form of Exhibit A security deeds relating to the Transfer Agreement and dated as of the Subsequent Transfer DateLoans.
c. Before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee:
(i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to the Rating AgenciesS&P, Xxxxx'x, Xxxx & Xxxxxx, the Underwriters and the Trustee) that is in form, substance and methodology the same as that dated February 24, 2000 and delivered under Section 2.02(d) of this Agreement, except that it shall address the Subsequent Loans and their conformity in all material respects to the characteristics described in Sections 2.03 (b)(ix) and 3.04(b) of this Agreement.
(ii) Evidence that, as a result of the purchase by the Trust of the Subsequent Loans, none of the ratings assigned to the Class A Certificates as of the Closing Date by the Rating Agencies S&P, Xxxxx'x or Xxxx & Xxxxxx will be reduced, withdrawn or qualified.
(iii) Evidence that the aggregate Cut-off Date Principal Balances of the Subsequent Loans, not specifically identified as Subsequent Loans as of the Closing Date, do not exceed 25% of the Original Aggregate Certificate Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Loans. 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 Seller of all or a portion of the balance of funds in the Pre-Funding Group I ARM Subaccount, Subaccount or the Pre-Funding Group II ARM Subaccount and the Pre-Funding Fixed Rate Subaccount, the 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 Seller in and to the Subsequent Loans identified on the List of Loans attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Loans due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Loans in the related Loan Files. The transfer to the Trustee by the Seller of the Subsequent Loans shall be absolute and is intended by the Seller, the Trustee, the Certificateholders and the Class C Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the 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 Loans. The purchase price of Subsequent Fixed Rate Loans shall be paid solely with amounts in the Pre-Funding Fixed Rate Subaccount. The purchase price of Subsequent Group I Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group I ARM Subaccount. The purchase price of Subsequent Group II Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group II ARM Subaccount. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code. Subsequent Group I Loans are assets of the Subsidiary A REMIC. Subsequent Group II Loans are assets of the Subsidiary B REMIC.
b. The Seller shall transfer to the Trustee the Subsequent Loans, and the Trustee shall release funds from the Pre-Funding Group I ARM Subaccount, Subaccount or the Pre-Pre- Funding Group II ARM Subaccount or the Pre-Funding Fixed Rate Subaccount, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the 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 Loans;
(ii) the Seller shall have delivered the related Loan File for each Subsequent Loan to the Trustee at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit O, which shall include a List of Loans identifying the related Subsequent Loans;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the 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, Intermediate REMIC, Subsidiary A REMIC and the Subsidiary B REMIC) or the Certificateholders or Class C Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit P, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 and 3.03;
(viii) the 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 Loans 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) no Subsequent Loan will have a Combined LTV greater than 100%; and
(x) the Seller shall have delivered to the Trustee a an executed copy of the executed a 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; and
(x) the Trustee shall have delivered its Acknowledgement as described in Section 2.04(a).
c. Before On or before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee:
(i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the 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(d) of this Agreement, except that it shall address the Subsequent Loans and their conformity in all material respects to the characteristics described in Sections 2.03 (b)(ix) and Section 3.04(b) of this Agreement.
(ii) Evidence that, as a result of the purchase by the Trust of the Subsequent Loans, none of the ratings assigned to the Class A Certificates as of the Closing Date by the Rating Agencies will be reduced, withdrawn or qualified.
(iii) Evidence that the aggregate Cut-off Date Principal Balances of the Subsequent Loans, not specifically identified as Subsequent Loans as of the Closing Date, do not exceed 25% of the Original Aggregate Certificate Principal BalanceBalance minus $29,865,000 (the sum of the Class I-B-2 and Class II-B-2 Principal Balances).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Loans. 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 Seller of all or a portion of the balance of funds in the Pre-Funding Group I ARM Subaccount, the Pre-Funding Group II ARM Subaccount and the Pre-Funding Fixed Rate SubaccountAccount, the 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 Seller in and to the Subsequent Loans identified on the List of Loans attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Loans due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Loans in the related Loan Files. The transfer to the Trustee by the Seller of the Subsequent Loans shall be absolute and is intended by the Seller, the Trustee, the Certificateholders and the Class C Certificateholders R Certificateholder to constitute and to be treated as a sale of the Subsequent Loans by the Seller or the Originator to the Trust. Such transfer and assignment is intended by the Seller to be a sale of such assets for all purposes, including, without limitation, the Federal Bankruptcy Code, to the end that all such assets will hereafter cease to be the property of the Seller and would not be includable in the estate of the Seller for purposes of Section 541 of the Federal Bankruptcy Code. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Loans. The purchase price of Subsequent Fixed Rate Loans shall be paid solely with amounts in the Pre-Funding Fixed Rate Subaccount. The purchase price of Subsequent Group I Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group I ARM Subaccount. The purchase price of Subsequent Group II Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group II ARM SubaccountAccount. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. (b) The Seller shall transfer to the Trustee the Subsequent Loans, and the Trustee shall release funds from the Pre-Funding Group I ARM Subaccount, Account or the Pre-Funding Group II ARM Subaccount or the Pre-Funding Fixed Rate SubaccountAccount, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the 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 Loans;
(ii) the Seller shall have delivered the related Loan File for each Subsequent Loan to the Trustee at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit O, which shall include a List of Loans identifying the related Subsequent LoansLoans and shall specify a Subsequent Cut-off Date of no later than July 31, 2002;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the 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 REMIC, Intermediate REMIC, or Subsidiary REMIC) or the Certificateholders or Class C CertificateholdersR Certificateholder;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit P, confirming and a copy of an executed Subsequent Transfer Agreement, in the satisfaction form of each condition precedent Exhibit A to the Transfer Agreement, between the Originator, as seller, and the representations specified Seller, as buyer, dated as of the Subsequent Transfer Date, and all conditions precedent described in this Section 2.03 and in Sections 3.01 and 3.036 of the Subsequent Transfer Agreement shall have been satisfied;
(viii) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies S&P, Xxxxx'x and the Trustee with respect to the transfer of the Subsequent Loans 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) no Subsequent Loan will have a Combined LTV greater than 100%; and.
(xc) 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 Seller shall deliver to the Trustee:
(i) A letter from PricewaterhouseCoopers LLP LLC or another nationally recognized accounting firm retained by the Seller (with copies provided to the Rating AgenciesS&P, Xxxxx'x, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(d) of this Agreement, except that it shall address the Subsequent Loans and their conformity in all material respects to the characteristics described in Sections 2.03 (b)(ix2.03(b)(ix) and 3.04(b) of this Agreement.
(ii) Evidence that, as a result of the purchase by the Trust of the Subsequent Loans, none of the ratings assigned to the Class A Certificates as of the Closing Date by the Rating Agencies S&P or Xxxxx'x will be reduced, withdrawn or qualified.
(iii) Evidence that the aggregate Cut-off Date Principal Balances of the Subsequent Loans, not specifically identified as Subsequent Loans as of the Closing Date, do not exceed 25% of the Original Aggregate Certificate Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Loans. 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 Seller Representative of all or a portion of the balance of funds in the Pre-Funding Group I ARM SubaccountAccount, the Pre-Funding Group II ARM Subaccount and the Pre-Funding Fixed Rate Subaccount, the Seller Originators shall on any Subsequent Transfer Date sellcontribute, transfer, assign, set over and otherwise convey without recourse, to the Trust by execution and delivery of a Subsequent Transfer Instrument, Issuer all the right, title and interest of the Seller applicable Originators in and to the each Subsequent Loans identified Loan listed on the List of Loans attached to Loan Schedule delivered by the Representative on such Subsequent Transfer InstrumentDate, including all rights their right, title and interest in and to receive payments principal collected and interest accruing on or with respect to the each such Subsequent Loans due Loan on and after the related Subsequent Cut-off Date, Off Date and all items with respect their right, title and interest in and to all Insurance Policies; PROVIDED, HOWEVER, that the Originators reserve and retain all their right, title and interest in and to principal (including Principal Prepayments) collected and interest accruing on each such Subsequent Loans in Loan prior to the related Loan FilesSubsequent Cut-Off Date. The transfer to the Trustee by the Seller Originators of the Subsequent Loans set forth on the Loan Schedule to the Issuer shall be absolute and is shall be intended by the Seller, the Trustee, the Certificateholders and the Class C Certificateholders to constitute and all parties hereto to be treated as a sale of the Subsequent Loans by the Seller or the Originator to the TrustOriginators. 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 of such Subsequent Loans. The purchase price of Subsequent Fixed Rate Loans shall be paid solely with amounts in the Pre-Funding Fixed Rate Subaccount. The purchase price of Subsequent Group I Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group I ARM Subaccount. The purchase price of Subsequent Group II Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group II ARM Subaccount. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) principal balances as of the Code.
b. The Seller shall transfer to the Trustee related Subsequent Transfer Date of the Subsequent LoansLoans so transferred; provided, and however, that the Trustee shall release funds amount released from the Pre-Funding Group I ARM SubaccountAccount for a Low Interest Loan, the Pre-Funding Group II ARM Subaccount or the Pre-Funding Fixed Rate Subaccount, as if applicable, shall be the percentage set forth on Exhibit O attached hereto of the aggregate principal balance thereof as of the related Subsequent Transfer Date.
(b) The Originators shall transfer to the Issuer the Subsequent Loans and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Seller Representative shall have provided the Owner Trustee, the Trustee and the Custodian with an a timely Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by any of the Trustee foregoing with respect to the Subsequent Loans;
(ii) the Seller Originators shall have delivered the related Loan File for each Subsequent Loan to the Trustee at least two Business Days prior (or, with respect to the Subsequent Transfer DateHome Improvement Loans, the Custodian) a duly executed written assignment (including an acceptance by the Trustee (or, with respect to the Subsequent Home Improvement Loans, Custodian)) which shall include Loan Schedules, listing the Subsequent Loans and any other exhibits listed thereon;
(iii) the Seller Originators shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially deposited in the form Principal and Interest Account all collections in respect of Exhibit O, which shall include a List of the Subsequent Loans identifying received on or after the related Subsequent LoansCut-Off Date;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery none of the Subsequent Transfer Instrumentrelated Originator, the Seller shall not be Servicer or the Representative was insolvent nor shall it will any of them have been made insolvent by such transfer nor shall it be is any of them aware of any pending insolvency;
(v) such sale and transfer shall addition will not result in a material adverse tax consequence to the Trust (including Trust, the Master REMIC and the Subsidiary REMIC) Noteholders or the Certificateholders or Class C CertificateholdersHolders of the Certificates;
(vi) the Pre-Funding Period shall not have endedterminated;
(vii) the Seller Representative shall have delivered to the Trustee and the Owner Trustee, an Officer's Certificate, substantially in the form attached hereto as Exhibit P, Certificate confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 paragraph (b) and in Sections 3.01 and 3.03;the related Subsequent Transfer Agreement; and
(viii) the Seller and the Originator Representative shall have delivered to the Rating Agencies, the Owner Trustee and the Trustee, Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Loans substantially in the form of the Opinions of Counsel delivered to the Trustee and the Owner Trustee on the Closing Date regarding certain (bankruptcy, corporate and tax matters;opinions).
(ixc) no The obligation of the Issuer to acquire a Subsequent Loan will have a Combined LTV greater than 100%; and
(x) the Seller shall have delivered on any Subsequent Transfer Date is subject to the Trustee requirement, as evidenced by a copy certificate from a Responsible Officer of the executed Subsequent Transfer Agreement between the Originator and the SellerRepresentative, 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 Seller shall deliver to the Trustee:
that (i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the 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(d) of this Agreement, except that it shall address the such Subsequent Loans and their conformity Loan conforms in all material respects to the characteristics described representations and warranties concerning the individual Initial Loans (including, if such Subsequent Loan is an FHA Loan, the representations and warranties concerning the FHA Loans) set forth in Sections 2.03 3.01 and 3.02 (b)(ixexcept that any reference therein to the Cut-Off Date shall be deemed a reference to the applicable Subsequent Cut-Off Date), (ii) that the inclusion of all Subsequent Loans being transferred to the Issuer on such Subsequent Transfer Date will not change, in any material respect, the characteristics of the Initial Loans, in the aggregate, set forth in Sections 3.01 and 3.04(b3.02 (including without limitation the representation set forth in Section 3.02(ddd)) or in the Prospectus Supplement dated September 26, 1997 forming a part of this Agreementthe Registration Statement under the headings "Summary of Terms - The Pool" and "The Loan Pool" and (iii) the Subsequent Loans, in the aggregate, conform to the following standards: (w) the weighted average Loan Interest Rate of the Subsequent Loans shall be no less than 13.90% (x) the weighted average credit score of the Subsequent Loans shall be no less than 5 points below the weighted average credit score of the Initial Loans (y) no more than 20% of the Subsequent Loans are Unsecured Loans and (z) no more than 10% of the Subsequent Loans are FHA Loans.
(iid) Evidence that, as a result of In connection with the purchase by the Trust transfer and assignment of the Subsequent Loans, none of the ratings assigned Representative agrees to satisfy the Class A Certificates as of the Closing Date by the Rating Agencies will be reducedconditions set forth in Sections 2.01, withdrawn or qualified2.02, 2.03, 2.04 and 2.05.
(iiie) Evidence that In connection with each Subsequent Transfer Date, on the aggregate Cut-off Date Principal Balances Remittance Dates during the Funding Period, the Representative shall determine, and the Trustee shall cooperate with the Representative in determining (i) the amount and correct dispositions of the Subsequent LoansCapitalized Interest Requirement, not specifically identified as Subsequent Loans as Pre-Funding Earnings, the amounts of Pre-Funding Account moneys and (ii) any other necessary matters in connection with the administration of the Closing Date, do not exceed 25% Pre-Funding Account and of the Original Aggregate Certificate Principal BalanceCapitalized Interest Account.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Money Store Home Equity Corp)
Conveyance of the Subsequent Loans. 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 Seller Company of all or a portion of the balance of funds in the Pre-Funding Group I ARM Subaccount, the Pre-Funding Group II ARM Subaccount and the Pre-Funding Fixed Rate Subaccount, the Seller 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 Seller Company in and to the Subsequent Loans identified on the List of Loans attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Loans due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Loans in the related Loan Files. The transfer to the Trustee by the Seller Company of the Subsequent Loans shall be absolute and is intended by the SellerCompany, the Trustee, the Certificateholders and the Class C Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Seller or the Originator 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 Loans. The purchase price of Subsequent Fixed Rate Loans shall be paid solely with amounts in the Pre-Funding Fixed Rate Subaccount. The purchase price of Subsequent Group I Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group I ARM Subaccount. The purchase price of Subsequent Group II Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group II ARM Subaccount. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Seller Company shall transfer to the Trustee the Subsequent Loans, and the Trustee shall release funds from the Pre-Funding Group I ARM Subaccount, the Pre-Funding Group II ARM Subaccount or the Pre-Funding Fixed Rate Subaccount, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Seller 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 Loans;
(ii) the Seller Company shall have delivered the related Loan File for each Subsequent Loan to the Trustee at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Seller Company shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit O, which shall include a List of Loans identifying the related Subsequent Loans;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Seller 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 Seller Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit P, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 3.01, 3.02, 3.03 and 3.033.04;
(viii) the Seller and the Originator Company shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies S&P, Fitch and the Trustee with respect to the transfer of the Subsequent Loans 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) no No Subsequent Loan will have a Combined LTV greater than 100%; , and;
(x) the Seller Company shall have delivered assignments in recordable form to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator mortgages, deeds of trust and the Seller, substantially in the form of Exhibit A security deeds relating to the Transfer Agreement and dated as of the Subsequent Transfer DateLoans.
c. Before the last day of the Pre-Funding Period, the Seller Company shall deliver to the Trustee:
(i) A letter from PricewaterhouseCoopers KPMG Peat Marwick LLP or another nationally recognized accounting firm retained by the Seller Company (with copies provided to the Rating AgenciesS&P, Fitch, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(d) of this Agreement, except that it shall address the Subsequent Loans and their conformity in all material respects to the characteristics described in Sections 2.03 (b)(ix) and 3.04(b3.03(b) of this Agreement.
(ii) Evidence that, as a result of the purchase by the Trust of the Subsequent Loans, none of the ratings assigned to the Class A Certificates as of the Closing Date by the Rating Agencies S&P or Fitch will be reduced, withdrawn or qualified.
(iii) Evidence that the aggregate Cut-off Date Principal Balances of the Subsequent Loans, not specifically identified as Subsequent Loans as of the Closing Date, do not exceed 25% of the Original Aggregate Certificate Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Green Tree Financial Corp)
Conveyance of the Subsequent Loans. a. Subject to the conditions set ---------------------------------- forth in paragraph (bSection 2.1(c) below, in consideration of the Trustee's delivery on the related each Subsequent Transfer Dates Date to or upon the order of the Seller of all or a portion of the balance of funds in the Group 1 Outstanding Pre-Funding Funded Amount and/or Group I ARM Subaccount, the 2 Outstanding Pre-Funding Group II ARM Subaccount and the Pre-Funding Fixed Rate SubaccountFunded Amount, as applicable, as of such date, the Seller shall on any such Subsequent Transfer Date sell, transfer, assign, set over assign and otherwise convey to the Trust in trust for the benefit of the Insurer and the Certificateholders, without recourse, by execution and delivery of a Subsequent Transfer Instrument, :
(i) all the right, title and interest of the Seller in and to the Subsequent Loans identified on the List of Loans Loan Schedule attached to the Subsequent Transfer Instrument, including and all rights to receive payments on or on, and proceeds with respect to the to, such Subsequent Loans due received after the related Subsequent Cut-off Off Date;
(ii) all right, title and all items with respect to such Subsequent Loans interest of the Seller in the related Loan FilesMortgages on the properties securing the Subsequent Loans, including any Mortgaged Property acquired by foreclosure or deed in lieu of foreclosure or otherwise;
(iii) all right, title and interest of the Seller in and to any rights in or proceeds from any insurance policies (including title insurance policies) covering the Subsequent Loans, the Mortgaged Properties or the obligors and any amounts recovered from third parties in respect of any Liquidated Home Equity Loans; and
(iv) the proceeds of all of the foregoing. The transfer to It is the intention of the Seller and the Trustee by that the Seller of the Subsequent Loans shall be absolute assignment and is intended by the Seller, the Trustee, the Certificateholders and the Class C Certificateholders to transfer herein contemplated constitute and to be treated as a sale of the Subsequent Loans by conveying good title thereto, free and clear of any liens and encumbrances, from the Seller or the Originator to the Trust, and that the Subsequent Loans not be part of the Seller's estate in the event of a bankruptcy or insolvency. The purchase price paid by the Trustee shall be one one-hundred percent (100%) of the aggregate Cut-off Off Date Principal Balances Balance of the Subsequent Loans and shall not include accrued interest on such Subsequent Loansloans. The purchase price of the Subsequent Fixed Rate Loans purchased for inclusion in Loan Group 1 shall be paid solely with amounts on deposit in the Pre-Funding Fixed Rate SubaccountAccount and not exceeding the Group 1 Outstanding Pre-Funded Amount as of the time of such purchase. The purchase price of the Subsequent Loans purchased for inclusion in Loan Group I Adjustable Rate Loans 2 shall be paid solely with amounts on deposit in the Pre-Funding Account and not exceeding the Group I ARM Subaccount. The purchase price of Subsequent Group II Adjustable Rate Loans shall be paid solely with amounts in the 2 Outstanding Pre-Funding Group II ARM SubaccountFunded Amount as of the time of such purchase. Each Subsequent Loan shall have been acquired by the Seller from the Prior Owner. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Seller shall transfer to the Trustee the Subsequent Loans, and the Trustee shall release funds from the Pre-Funding Group I ARM Subaccount, the Pre-Funding Group II ARM Subaccount or the Pre-Funding Fixed Rate Subaccount, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the 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 Loans;
(ii) the Seller shall have delivered the related Loan File for each Subsequent Loan to the Trustee at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit O, which shall include a List of Loans identifying the related Subsequent Loans;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the 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 or Class C Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit P, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 and 3.03;
(viii) the 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 Loans 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) no Subsequent Loan will have a Combined LTV greater than 100%; and
(x) 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 Seller shall deliver to the Trustee:
(i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the 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(d) of this Agreement, except that it shall address the Subsequent Loans and their conformity in all material respects to the characteristics described in Sections 2.03 (b)(ix) and 3.04(b) of this Agreement.
(ii) Evidence that, as a result of the purchase by the Trust of the Subsequent Loans, none of the ratings assigned to the Class A Certificates as of the Closing Date by the Rating Agencies will be reduced, withdrawn or qualified.
(iii) Evidence that the aggregate Cut-off Date Principal Balances of the Subsequent Loans, not specifically identified as Subsequent Loans as of the Closing Date, do not exceed 25% of the Original Aggregate Certificate Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Transamerica Consumer Mortgage Receivables Corp)
Conveyance of the Subsequent Loans. 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 Seller Representative of all or a portion of the balance of funds in the Pre-Funding Group I ARM SubaccountAccount, the Pre-Funding Group II ARM Subaccount and the Pre-Funding Fixed Rate Subaccount, the Seller Originators shall on any Subsequent Transfer Date sellcontribute, transfer, assign, set over and otherwise convey without recourse, to the Trust by execution and delivery of a Subsequent Transfer Instrument, Issuer all the right, title and interest of the Seller applicable Originators in and to the each Subsequent Loans identified Loan listed on the List of Loans attached to Loan Schedule delivered by the Representative on such Subsequent Transfer InstrumentDate, including all rights their right, title and interest in and to receive payments principal collected and interest accruing on or with respect to the each such Subsequent Loans due Loan on and after the related Subsequent Cut-off Date, Off Date and all items with respect their right, title and interest in and to all Insurance Policies; PROVIDED, HOWEVER, that the Originators reserve and retain all their right, title and interest in and to principal (including Principal Prepayments) collected and interest accruing on each such Subsequent Loans in Loan prior to the related Loan FilesSubsequent Cut-Off Date. The transfer to the Trustee by the Seller Originators of the Subsequent Loans set forth on the Loan Schedule to the Issuer shall be absolute and is shall be intended by the Seller, the Trustee, the Certificateholders and the Class C Certificateholders to constitute and all parties hereto to be treated as a sale of the Subsequent Loans by the Seller or the Originator to the TrustOriginators. 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 principal balances as of the related Subsequent Transfer Date Principal Balances of such the Subsequent Loans. The purchase price of Subsequent Fixed Rate Loans so transferred; provided, however, that the amount released from the Pre- Funding Account for a Low Interest Loan, if applicable, shall be paid solely with amounts in the Pre-Funding Fixed Rate Subaccount. The purchase price of Subsequent Group I Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group I ARM Subaccount. The purchase price of Subsequent Group II Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group II ARM Subaccount. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) percentage set forth on Exhibit O attached hereto of the Codeaggregate principal balance thereof as of the related Subsequent Transfer Date.
b. (b) The Seller Originators shall transfer to the Trustee Issuer the Subsequent Loans, Loans and the Trustee shall release funds from the Pre-Funding Group I ARM Subaccount, the Pre-Funding Group II ARM Subaccount or the Pre-Funding Fixed Rate Subaccount, as applicable, other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Seller Representative shall have provided the Owner Trustee, the Trustee, the Co-Trustee and the Custodian with an a timely Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by any of the Trustee foregoing with respect to the Subsequent Loans;
(ii) the Seller Originators shall have delivered the related Loan File for each Subsequent Loan to the Trustee at least two Business Days prior (or, with respect to the Subsequent Transfer DateHome Improvement Loans, the Custodian) a duly executed written assignment (including an acceptance by the Trustee (or, with respect to the Subsequent Home Improvement Loans, the Custodian)) which shall include Loan Schedules, listing the Subsequent Loans and any other exhibits listed thereon;
(iii) the Seller Originators shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially deposited in the form Principal and Interest Account all collections in respect of Exhibit O, which shall include a List of the Subsequent Loans identifying received on or after the related Subsequent LoansCut-Off Date;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery none of the Subsequent Transfer Instrumentrelated Originator, the Seller shall not be Servicer or the Representative was insolvent nor shall it will any of them have been made insolvent by such transfer nor shall it be is any of them aware of any pending insolvency;
(v) such sale and transfer shall addition will not result in a material adverse tax consequence to the Trust (including Trust, the Master REMIC and the Subsidiary REMIC) Noteholders or the Certificateholders or Class C CertificateholdersHolders of the Certificates;
(vi) the Pre-Funding Period shall not have endedterminated;
(vii) the Seller Representative shall have delivered to the Trustee and the Owner Trustee, an Officer's Certificate, substantially in the form attached hereto as Exhibit P, Certificate confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 paragraph (b) and in Sections 3.01 and 3.03;the related Subsequent Transfer Agreement; and
(viii) the Seller and the Originator Representative shall have delivered to the Rating Agencies, the Owner Trustee and the Trustee, Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Loans substantially in the form of the Opinions of Counsel delivered to the Trustee and the Owner Trustee on the Closing Date regarding certain (bankruptcy, corporate and tax matters;opinions).
(ixc) no The obligation of the Issuer to acquire a Subsequent Loan will have a Combined LTV greater than 100%; and
(x) the Seller shall have delivered on any Subsequent Transfer Date is subject to the Trustee requirement, as evidenced by a copy certificate from a Responsible Officer of the executed Subsequent Transfer Agreement between the Originator and the SellerRepresentative, 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 Seller shall deliver to the Trustee:
that (i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the 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(d) of this Agreement, except that it shall address the such Subsequent Loans and their conformity Loan conforms in all material respects to the characteristics described representations and warranties concerning the individual Initial Loans (including, if such Subsequent Loan is an FHA Loan, the representations and warranties concerning the FHA Loans) set forth in Sections 2.03 3.01 and 3.02 (b)(ixexcept that any reference therein to the Cut-Off Date shall be deemed a reference to the applicable Subsequent Cut-Off Date), (ii) that the inclusion of all Subsequent Loans being transferred to the Issuer on such Subsequent Transfer Date will not change, in any material respect, the characteristics of the Initial Loans, in the aggregate, set forth in Sections 3.01 and 3.04(b3.02 (including without limitation the representation set forth in Section 3.02(ddd)) or in the Prospectus Supplement dated March 24, 1998 forming a part of this Agreementthe Registration Statement under the headings "Summary of Terms The Pool" and "The Loan Pool" and (iii) the Subsequent Loans, in the aggregate, conform to the following standards: (w) the weighted average Loan Interest Rate of the Subsequent Loans shall be no less than 13.91% (x) the weighted average credit score of the Subsequent Loans shall be no less than 5 points below the weighted average credit score of the Initial Loans (y) no more than 20% of the Subsequent Loans are Unsecured Loans and (z) no more than 10% of the Subsequent Loans are FHA Loans.
(iid) Evidence that, as a result of In connection with the purchase by the Trust transfer and assignment of the Subsequent Loans, none of the ratings assigned Representative agrees to satisfy the Class A Certificates as of the Closing Date by the Rating Agencies will be reducedconditions set forth in Sections 2.01, withdrawn or qualified2.02, 2.03, 2.04 and 2.05.
(iiie) Evidence that In connection with each Subsequent Transfer Date, on the aggregate Cut-off Date Principal Balances Remittance Dates during the Funding Period, the Representative shall determine, and the Trustee shall cooperate with the Representative in determining (i) the amount and correct dispositions of the Subsequent LoansCapitalized Interest Requirement, not specifically identified as Subsequent Loans as Pre-Funding Earnings, the amounts of Pre-Funding Account moneys and (ii) any other necessary matters in connection with the administration of the Closing Date, do not exceed 25% Pre-Funding Account and of the Original Aggregate Certificate Principal BalanceCapitalized Interest Account.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Money Store Home Equity Corp)
Conveyance of the Subsequent Loans. 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 Seller of all or a portion of the balance of funds in the Pre-Funding Group I ARM Subaccount, the Pre-Funding Group II ARM Subaccount and the Pre-Funding Fixed Rate SubaccountAccount, the 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 Seller in and to the Subsequent Loans identified on the List of Loans attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Loans due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Loans in the related Loan Files. The transfer to the Trustee by the Seller of the Subsequent Loans shall be absolute and is intended by the Seller, the Trustee, the Certificateholders and the Class C Certificateholders R Certificateholder to constitute and to be treated as a sale of the Subsequent Loans by the Seller or the Originator to the Trust. Such transfer and assignment is intended by the Seller to be a sale of such assets for all purposes, including, without limitation, the Federal Bankruptcy Code, to the end that all such assets will hereafter cease to be the property of the Seller and would not be includable in the estate of the Seller for purposes of Section 541 of the Federal Bankruptcy Code. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Loans. The purchase price of Subsequent Fixed Rate Loans shall be paid solely with amounts in the Pre-Funding Fixed Rate Subaccount. The purchase price of Subsequent Group I Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group I ARM Subaccount. The purchase price of Subsequent Group II Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group II ARM SubaccountAccount. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. (b) The Seller shall transfer to the Trustee the Subsequent Loans, and the Trustee shall release funds from the Pre-Funding Group I ARM Subaccount, the Pre-Funding Group II ARM Subaccount or the Pre-Funding Fixed Rate Subaccount, as applicable, Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the 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 Loans;
(ii) the Seller shall have delivered the related Loan File for each Subsequent Loan to the Trustee at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit O, which shall include a List of Loans identifying the related Subsequent Loans;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the 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, Intermediate REMIC, Subsidiary REMIC and the Subsidiary or Basement REMIC) or the Certificateholders or Class C CertificateholdersR Certificateholder;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit P, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 3.01, 3.02, 3.03, 3.04 and 3.033.05;
(viii) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies S&P, Fitch, Xxxxx'x and the Trustee with respect to the transfer of the Subsequent Loans 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) no Subsequent Loan will have a Combined LTV greater than 100%; and
(x) the Seller shall have delivered assignments in recordable form to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator mortgages, deeds of trust and the Seller, substantially in the form of Exhibit A security deeds relating to the Transfer Agreement and dated as of the Subsequent Transfer DateLoans.
c. Before (c) On or before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee:
(i) A letter from PricewaterhouseCoopers LLP LLC or another nationally recognized accounting firm retained by the Seller (with copies provided to the Rating AgenciesS&P, Fitch, Moody's, the Underwriters and the Trustee) that is in form, substance and methodology the same as that dated April 25, 2002 and delivered under Section 2.02(d) of this Agreement, except that it shall address the Subsequent Loans and their conformity in all material respects to the characteristics described in Sections 2.03 (b)(ix2.03(b)(ix) and 3.04(b) of this Agreement.
(ii) Evidence that, as a result of the purchase by the Trust of the Subsequent Loans, none of the ratings assigned to the Class A Certificates as of the Closing Date by the Rating Agencies S&P, Fitch or Xxxxx'x will be reduced, withdrawn or qualified.
(iii) Evidence that the aggregate Cut-off Date Principal Balances of the Subsequent Loans, not specifically identified as Subsequent Loans as of the Closing Date, do not exceed 25% of the Original Aggregate Certificate Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Loans. 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 Seller Company of all or a portion of the balance of funds in the Pre-Funding Group I ARM SubaccountAccount, the Pre-Funding Group II ARM Subaccount and the Pre-Funding Fixed Rate Subaccount, the Seller 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 Seller Company in and to the Subsequent Loans identified on the List of Loans attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Loans due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Loans in the related Loan Files. The transfer to the Trustee by the Seller Company of the Subsequent Loans shall be absolute and is intended by the SellerCompany, the Trustee, the Certificateholders and the Class C Certificateholders to constitute and to be treated as a sale of the Subsequent Loans by the Seller or the Originator 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 Loans. The purchase price of Subsequent Fixed Rate Loans shall be paid solely with amounts in the Pre-Funding Fixed Rate Subaccount. The purchase price of Subsequent Group I Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group I ARM Subaccount. The purchase price of Subsequent Group II Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group II ARM SubaccountAccount. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Seller Company shall transfer to the Trustee the Subsequent Loans, and the Trustee shall release funds from the Pre-Funding Group I ARM Subaccount, the Pre-Funding Group II ARM Subaccount or the Pre-Funding Fixed Rate Subaccount, as applicableAccount, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Seller 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 Loans;
(ii) the Seller Company shall have delivered the related Loan File for each Subsequent Loan to the Trustee at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Seller Company shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit O, which shall include a List of Loans identifying the related Subsequent Loans;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Seller 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, the Trust (including excluding the Master REMIC Capitalized Interest Account and the Subsidiary Pre-Funding Account) as a REMIC) or , the Certificateholders or Class C Certificateholders;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Seller Company shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit P, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 3.01, 3.02, 3.03 and 3.033.04;
(viii) the Seller and the Originator Company shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies S&P, Fitch and the Trustee with respect to the transfer of the Subsequent Loans 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) no No Subsequent Loan will have a Combined LTV greater than 100%; and
(x) 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 Seller Company shall deliver to the Trustee:
(i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller Company (with copies provided to the Rating AgenciesS&P, Fitch, the Underwriters and the Trustee) that is in form, substance and methodology the same as that delivered under Section 2.02(d) of this Agreement, except that it shall address the Subsequent Loans and their conformity in all material respects to the characteristics described in Sections 2.03 (b)(ix) and 3.04(b3.03(b) of this Agreement.
(ii) Evidence that, as a result of the purchase by the Trust of the Subsequent Loans, none of the ratings assigned to the Class A Certificates as of the Closing Date by the Rating Agencies S&P or Fitch will be reduced, withdrawn or qualified.
(iii) Evidence that the aggregate Cut-off Date Principal Balances of the Subsequent Loans, not specifically identified as Subsequent Loans as of the Closing Date, do not exceed 25% of the Original Aggregate Certificate Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Green Tree Financial Corp)
Conveyance of the Subsequent Loans. 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 Seller Representative of all or a portion of the balance of funds in the Pre-Funding Group I ARM SubaccountAccount, the Pre-Funding Group II ARM Subaccount and the Pre-Funding Fixed Rate Subaccount, the Seller Originators shall on any Subsequent Transfer Date sellcontribute, transfer, assign, set over and otherwise convey without recourse, to the Trust by execution and delivery of a Subsequent Transfer Instrument, Issuer all the right, title and interest of the Seller applicable Originators in and to the each Subsequent Loans identified Loan listed on the List of Loans attached to Loan Schedule delivered by the Representative on such Subsequent Transfer InstrumentDate, including all rights their right, title and interest in and to receive payments principal collected and interest accruing on or with respect to the each such Subsequent Loans due Loan on and after the related Subsequent Cut-off Date, Off Date and all items with respect their right, title and interest in and to all Insurance Policies; PROVIDED, HOWEVER, that the Originators reserve and retain all their right, title and interest in and to principal (including Principal Prepayments) collected and interest accruing on each such Subsequent Loans in Loan prior to the related Loan FilesSubsequent Cut-Off Date. The transfer to the Trustee by the Seller Originators of the Subsequent Loans set forth on the Loan Schedule to the Issuer shall be absolute and is shall be intended by the Seller, the Trustee, the Certificateholders and the Class C Certificateholders to constitute and all parties hereto to be treated as a sale of the Subsequent Loans by the Seller or the Originator to the TrustOriginators. 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 of such Subsequent Loans. The purchase price of Subsequent Fixed Rate Loans shall be paid solely with amounts in the Pre-Funding Fixed Rate Subaccount. The purchase price of Subsequent Group I Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group I ARM Subaccount. The purchase price of Subsequent Group II Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group II ARM Subaccount. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) principal balances as of the Code.
b. The Seller shall transfer to the Trustee related Subsequent Transfer Date of the Subsequent LoansLoans so transferred; provided, and however, that the Trustee shall release funds amount released from the Pre-Funding Group I ARM SubaccountAccount for a Low Interest Loan, the Pre-Funding Group II ARM Subaccount or the Pre-Funding Fixed Rate Subaccount, as if applicable, shall be the percentage set forth on Exhibit O attached hereto of the aggregate principal balance thereof as of the related Subsequent Transfer Date.
(b) The Originators shall transfer to the Issuer the Subsequent Loans and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Seller Representative shall have provided the Owner Trustee, the Trustee, the Co-Trustee and the Custodian with an a timely Addition Notice at least five Business Days prior to the Subsequent Transfer Date and shall have provided any information reasonably requested by any of the Trustee foregoing with respect to the Subsequent Loans;
(ii) the Seller Originators shall have delivered the related Loan File for each Subsequent Loan to the Trustee at least two Business Days prior (or, with respect to the Subsequent Transfer DateHome Improvement Loans, the Custodian) a duly executed written assignment (including an acceptance by the Trustee (or, with respect to the Subsequent Home Improvement Loans, the Custodian)) which shall include Loan Schedules, listing the Subsequent Loans and any other exhibits listed thereon;
(iii) the Seller Originators shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially deposited in the form Principal and Interest Account all collections in respect of Exhibit O, which shall include a List of the Subsequent Loans identifying received on or after the related Subsequent LoansCut-Off Date;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery none of the Subsequent Transfer Instrumentrelated Originator, the Seller shall not be Servicer or the Representative was insolvent nor shall it will any of them have been made insolvent by such transfer nor shall it be is any of them aware of any pending insolvency;
(v) such sale and transfer shall addition will not result in a material adverse tax consequence to the Trust (including Trust, the Master REMIC and the Subsidiary REMIC) Noteholders or the Certificateholders or Class C CertificateholdersHolders of the Certificates;
(vi) the Pre-Funding Period shall not have endedterminated;
(vii) the Seller Representative shall have delivered to the Trustee and the Owner Trustee, an Officer's Certificate, substantially in the form attached hereto as Exhibit P, Certificate confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 paragraph (b) and in Sections 3.01 and 3.03;the related Subsequent Transfer Agreement; and
(viii) the Seller and the Originator Representative shall have delivered to the Rating Agencies, the Owner Trustee and the Trustee, Opinions of Counsel addressed to the Rating Agencies and the Trustee with respect to the transfer of the Subsequent Loans substantially in the form of the Opinions of Counsel delivered to the Trustee and the Owner Trustee on the Closing Date regarding certain (bankruptcy, corporate and tax matters;opinions).
(ixc) no The obligation of the Issuer to acquire a Subsequent Loan will have a Combined LTV greater than 100%; and
(x) the Seller shall have delivered on any Subsequent Transfer Date is subject to the Trustee requirement, as evidenced by a copy certificate from a Responsible Officer of the executed Subsequent Transfer Agreement between the Originator and the SellerRepresentative, 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 Seller shall deliver to the Trustee:
that (i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the 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(d) of this Agreement, except that it shall address the such Subsequent Loans and their conformity Loan conforms in all material respects to the characteristics described representations and warranties concerning the individual Initial Loans (including, if such Subsequent Loan is an FHA Loan, the representations and warranties concerning the FHA Loans) set forth in Sections 2.03 3.01 and 3.02 (b)(ixexcept that any reference therein to the Cut-Off Date shall be deemed a reference to the applicable Subsequent Cut-Off Date), (ii) that the inclusion of all Subsequent Loans being transferred to the Issuer on such Subsequent Transfer Date will not change, in any material respect, the characteristics of the Initial Loans, in the aggregate, set forth in Sections 3.01 and 3.04(b3.02 (including without limitation the representation set forth in Section 3.02(ddd)) or in the Prospectus Supplement dated December 23, 1997 forming a part of this Agreementthe Registration Statement under the headings "Summary of Terms - The Pool" and "The Loan Pool" and (iii) the Subsequent Loans, in the aggregate, conform to the following standards: (w) the weighted average Loan Interest Rate of the Subsequent Loans shall be no less than 13.84% (x) the weighted average credit score of the Subsequent Loans shall be no less than 5 points below the weighted average credit score of the Initial Loans (y) no more than 20% of the Subsequent Loans are Unsecured Loans and (z) no more than 10% of the Subsequent Loans are FHA Loans.
(iid) Evidence that, as a result of In connection with the purchase by the Trust transfer and assignment of the Subsequent Loans, none of the ratings assigned Representative agrees to satisfy the Class A Certificates as of the Closing Date by the Rating Agencies will be reducedconditions set forth in Sections 2.01, withdrawn or qualified2.02, 2.03, 2.04 and 2.05.
(iiie) Evidence that In connection with each Subsequent Transfer Date, on the aggregate Cut-off Date Principal Balances Remittance Dates during the Funding Period, the Representative shall determine, and the Trustee shall cooperate with the Representative in determining (i) the amount and correct dispositions of the Subsequent LoansCapitalized Interest Requirement, not specifically identified as Subsequent Loans as Pre-Funding Earnings, the amounts of Pre-Funding Account moneys and (ii) any other necessary matters in connection with the administration of the Closing Date, do not exceed 25% Pre-Funding Account and of the Original Aggregate Certificate Principal BalanceCapitalized Interest Account.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Money Store Home Equity Corp)
Conveyance of the Subsequent Loans. 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 Seller of all or a portion of the balance of funds in the Pre-Funding Group I ARM Subaccount, the Pre-Funding Group II ARM Subaccount and the Pre-Funding Fixed Rate SubaccountAccount, the 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 Seller in and to the Subsequent Loans identified on the List of Loans attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Loans due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Loans in the related Loan Files. The transfer to the Trustee by the Seller of the Subsequent Loans shall be absolute and is intended by the Seller, the Trustee, the Certificateholders and the Class C Certificateholders R Certificateholder to constitute and to be treated as a sale of the Subsequent Loans by the Seller or the Originator to the Trust. Such transfer and assignment is intended by the Seller to be a sale of such assets for all purposes, including, without limitation, the Federal Bankruptcy Code, to the end that all such assets will hereafter cease to be the property of the Seller and would not be includable in the estate of the Seller for purposes of Section 541 of the Federal Bankruptcy Code. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Loans. The purchase price of Subsequent Fixed Rate Loans shall be paid solely with amounts in the Pre-Funding Fixed Rate Subaccount. The purchase price of Subsequent Group I Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group I ARM Subaccount. The purchase price of Subsequent Group II Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group II ARM SubaccountAccount. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. (b) The Seller shall transfer to the Trustee the Subsequent Loans, and the Trustee shall release funds from the Pre-Funding Group I ARM Subaccount, the Pre-Funding Group II ARM Subaccount or the Pre-Funding Fixed Rate Subaccount, as applicable, Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the 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 Loans;
(ii) the Seller shall have delivered the related Loan File for each Subsequent Loan to the Trustee at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit O, which shall include a List of Loans identifying the related Subsequent Loans;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the 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, Intermediate REMIC and the or Subsidiary REMIC) or the Certificateholders or Class C CertificateholdersR Certificateholder;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit P, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 3.01, 3.02, 3.03, 3.04 and 3.033.05;
(viii) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies S&P, Xxxxx'x and the Trustee with respect to the transfer of the Subsequent Loans 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) no Subsequent Loan will have a Combined LTV greater than 100%; and
(x) the Seller shall have delivered assignments in recordable form to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator mortgages, deeds of trust and the Seller, substantially in the form of Exhibit A security deeds relating to the Transfer Agreement and dated as of the Subsequent Transfer DateLoans.
c. Before (c) On or before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee:
(i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to the Rating AgenciesS&P, Xxxxx'x, the Underwriters and the Trustee) that is in form, substance and methodology the same as that dated August 22, 2001 and delivered under Section 2.02(d) of this Agreement, except that it shall address the Subsequent Loans and their conformity in all material respects to the characteristics described in Sections 2.03 (b)(ix) and 3.04(b) of this Agreement.
(ii) Evidence that, as a result of the purchase by the Trust of the Subsequent Loans, none of the ratings assigned to the Class A Certificates as of the Closing Date by the Rating Agencies S&P or Xxxxx'x will be reduced, withdrawn or qualified.
(iii) Evidence that the aggregate Cut-off Date Principal Balances of the Subsequent Loans, not specifically identified as Subsequent Loans as of the Closing Date, do not exceed 25% of the Original Aggregate Certificate Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
Conveyance of the Subsequent Loans. 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 Seller of all or a portion of the balance of funds in the Pre-Funding Group I ARM Subaccount, the Pre-Funding Group II ARM Subaccount and the Pre-Funding Fixed Rate SubaccountAccount, the 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 Seller in and to the Subsequent Loans identified on the List of Loans attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Loans due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Loans in the related Loan Files. The transfer to the Trustee by the Seller of the Subsequent Loans shall be absolute and is intended by the Seller, the Trustee, the Certificateholders and the Class C Certificateholders Certificateholder to constitute and to be treated as a sale of the Subsequent Loans by the Seller or the Originator to the Trust. Such transfer and assignment is intended by the Seller to be a sale of such assets for all purposes, including, without limitation, the Federal Bankruptcy Code, to the end that all such assets will hereafter cease to be the property of the Seller and would not be includable in the estate of the Seller for purposes of Section 541 of the Federal Bankruptcy Code. The purchase price paid by the Trustee shall be one hundred percent (100%) of the aggregate Cut-off Date Principal Balances of such Subsequent Loans. The purchase price of Subsequent Fixed Rate Loans shall be paid solely with amounts in the Pre-Pre- Funding Fixed Rate Subaccount. The purchase price of Subsequent Group I Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group I ARM Subaccount. The purchase price of Subsequent Group II Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group II ARM SubaccountAccount. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Seller shall transfer to the Trustee the Subsequent Loans, and the Trustee shall release funds from the Pre-Funding Group I ARM Subaccount, the Pre-Funding Group II ARM Subaccount or the Pre-Funding Fixed Rate Subaccount, as applicable, Account only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the 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 Loans;
(ii) the Seller shall have delivered the related Loan File for each Subsequent Loan to the Trustee at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit O, which shall include a List of Loans identifying the related Subsequent Loans;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the 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 or Class C CertificateholdersCertificateholder;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit P, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 3.01, 3.02, 3.03, 3.04 and 3.033.05;
(viii) the Seller and the Originator shall have delivered to the Trustee Opinions of Counsel addressed to the Rating Agencies S&P, Fitch, Xxxxx'x and the Trustee with respect to the transfer of the Subsequent Loans 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) no Subsequent Loan will have a Combined LTV greater than 100%be an FHA-Insured Loan;
(x) the remaining stated term to maturity of each Subsequent Loan will not exceed 360 months; and
(xxi) the Seller shall have delivered assignments in recordable form to the Trustee a copy of the executed Subsequent Transfer Agreement between the Originator mortgages, deeds of trust and the Seller, substantially in the form of Exhibit A security deeds relating to the Transfer Agreement and dated as of the Subsequent Transfer DateLoans.
c. Before On or before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee:
(i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the Seller (with copies provided to the Rating AgenciesS&P, Moody's, Fitch, the Underwriters Underwriter and the Trustee) that is in form, substance and methodology the same as that dated September 28, 2000 and delivered under Section 2.02(d) of this Agreement, except that it shall address the Subsequent Loans and their conformity in all material respects to the characteristics described in Sections 2.03 (b)(ix) and 3.04(b) of this Agreement.
(ii) Evidence that, as a result of the purchase by the Trust of the Subsequent Loans, none of the ratings assigned to the Class A Certificates as of the Closing Date by the Rating Agencies S&P or Fitch will be reduced, withdrawn or qualified.
(iii) Evidence that the aggregate Cut-off Date Principal Balances of the Subsequent Loans, not specifically identified as Subsequent Loans as of the Closing Date, do not exceed 25% of the Original Aggregate Certificate Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Corp)
Conveyance of the Subsequent Loans. 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 Seller of all or a portion of the balance of funds in the Pre-Funding Fixed Rate Group I ARM Subaccount, the Pre-Funding Fixed Rate Group II ARM Subaccount and the Pre-Funding Fixed Rate ARM Subaccount, the 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 Seller in and to the Subsequent Loans identified on the List of Loans attached to the Subsequent Transfer Instrument, including all rights to receive payments on or with respect to the Subsequent Loans due after the related Subsequent Cut-off Date, and all items with respect to such Subsequent Loans in the related Loan Files. The transfer to the Trustee by the Seller of the Subsequent Loans shall be absolute and is intended by the Seller, the Trustee, the Certificateholders and the Class C Certificateholders Certificateholder to constitute and to be treated as a sale of the Subsequent Loans by the 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 Loans. The purchase price of Subsequent Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding ARM Subaccount. The purchase price of Subsequent Fixed Rate Group I Loans shall be paid solely with amounts in the Pre-Funding Fixed Rate Group I Subaccount. The purchase price of Subsequent Fixed Rate Group I Adjustable Rate II Loans shall be paid solely with amounts in the Pre-Funding Group I ARM Subaccount. The purchase price of Subsequent Fixed Rate Group II Adjustable Rate Loans shall be paid solely with amounts in the Pre-Funding Group II ARM Subaccount. This Agreement shall constitute a fixed price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
b. The Seller shall transfer to the Trustee the Subsequent Loans, and the Trustee shall release funds from the Pre-Funding Fixed Rate Group I ARM Subaccount, the Pre-Funding Fixed Rate Group II ARM Subaccount or the Pre-Funding Fixed Rate ARM Subaccount, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the 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 Loans;
(ii) the Seller shall have delivered the related Loan File for each Subsequent Loan to the Trustee at least two Business Days prior to the Subsequent Transfer Date;
(iii) the Seller shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument substantially in the form of Exhibit O, which shall include a List of Loans identifying the related Subsequent Loans;
(iv) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the 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 or the Master REMIC and comprising the Subsidiary REMIC) Trust or the Certificateholders or Class C CertificateholdersCertificateholder;
(vi) the Pre-Funding Period shall not have ended;
(vii) the Seller shall have delivered to the Trustee an Officer's Certificate, substantially in the form attached hereto as Exhibit P, confirming the satisfaction of each condition precedent and the representations specified in this Section 2.03 and in Sections 3.01 and 3.03;
(viii) the 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 Loans 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) no Subsequent Loan will have a Combined LTV greater than 100%; and;
(x) the Seller shall have delivered to the Trustee a an executed copy of the executed a 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; and
(xi) the Trustee shall have delivered its Acknowledgement as described in Section 2.04(a).
c. Before On or before the last day of the Pre-Funding Period, the Seller shall deliver to the Trustee:
(i) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm retained by the 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(d) of this Agreement, except that it shall address the Subsequent Loans and their conformity in all material respects to the characteristics described in Sections 2.03 (b)(ix2.03(b)(ix) and 3.04(b) of this Agreement.
(ii) Evidence that, as a result of the purchase by the Trust of the Subsequent Loans, none of the ratings assigned to the Class A Certificates as of the Closing Date by the Rating Agencies will be reduced, withdrawn or qualified.
(iii) Evidence that the aggregate Cut-off Date Principal Balances of the Subsequent Loans, not specifically identified as Subsequent Loans as of the Closing Date, do not exceed 25% of the Original Aggregate Certificate Principal Balance.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Conseco Finance Securitizations Corp)
